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Exhibit 4.3

                        INTEGRATED CIRCUIT SYSTEMS, INC.

                      2002 EMPLOYEES' EQUITY INCENTIVE PLAN

1.    Purpose.

      This plan shall be known as the Integrated Circuit Systems, Inc. 2002
Employees' Equity Incentive Plan (the "Plan"). The purpose of the Plan shall be
to promote the long-term growth and profitability of Integrated Circuit Systems,
Inc. (the "Company") and its Subsidiaries by (i) providing certain employees of
(and certain persons to whom an offer of employment has been extended by) the
Company and its Subsidiaries with incentives to maximize shareholder value and
otherwise contribute to the success of the Company and (ii) enabling the Company
to attract, retain and reward the best available employees. Grants of
non-qualified stock options, stock appreciation rights ("SARs"), either alone or
in tandem with options, restricted stock, performance awards, or any combination
of the foregoing may be made under the Plan.

2.   Definitions.

     (a)  "Board of Directors" and "Board" mean the board of directors of the
Company.

     (b)  "Cause" means the occurrence of one or more of the following events:

          (i)   conviction of a felony or any crime or offense lesser than a
felony involving the property of the Company or a Subsidiary; or

          (ii)  conduct that has caused demonstrable and serious injury to the
Company or a Subsidiary, monetary or otherwise, as determined by the Company; or

          (iii) willful refusal to perform or substantial disregard of duties
properly assigned, as determined by the Company; or

          (iv)  breach of duty of loyalty to the Company or a Subsidiary or
other act of fraud or dishonesty with respect to the Company or a Subsidiary, as
determined by the Company.

     (c)  "Change in Control" means the occurrence of one of the following
events:

          (i)   any "person" or "group" as those terms are used in Sections
13(d) and 14(d) of the Exchange Act or any successors thereto, other than an
Exempt Person, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act or any successor thereto), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power
of the Company's then outstanding securities;

          (ii)  during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board, and any new directors whose
election by the Board or nomination for election by the Company's shareholders
was approved by at least two-thirds of the directors then still in office who
either were directors at the beginning of the period or whose election was
previously so approved, cease for any reason to constitute a majority thereof;

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          (iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation (A) which would result in all or a portion of the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined voting power
of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (B) by which the corporate
existence of the Company is not affected and following which the Company's chief
executive officer and directors retain their positions with the Company (and
constitute at least a majority of the Board); or

          (iv)  the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.

     (d)  "Code" means the Internal Revenue Code of 1986, as amended.

     (e)  "Committee" means the Compensation Committee of the Board, which shall
consist solely of two or more members of the Board.

     (f)  "Common Stock" means the common stock, par value $0.01 per share, of
the Company, and any other shares into which such stock may be changed by reason
of a recapitalization, reorganization, merger, consolidation or any other change
in the corporate structure or capital stock of the Company.

     (g)  "Competition" is deemed to occur if a person whose employment with the
Company or its Subsidiaries has terminated obtains a position as a full-time or
part-time employee of, as a member of the board of directors of, or as a
consultant or advisor with or to, or acquires an ownership interest in excess of
5% of, a corporation, partnership, firm or other entity that engages in any of
the businesses of the Company or any Subsidiary with which the person was
involved in a management role at any time during his or her last five years of
employment with or other service for the Company or any Subsidiaries.

     (h)  "Disability" means a disability that would entitle an eligible
participant to payment of monthly disability payments under any Company
disability plan or as otherwise determined by the Committee.

     (i)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (j)  "Exempt Person" means any employee benefit plan of the Company or a
trustee or other administrator or fiduciary holding securities under an employee
benefit plan of the Company.

     (k)  "Family Member" has the meaning given to such term in General
Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended,
and any successor thereto.

     (l)  "Fair Market Value" of a share of Common Stock of the Company means,
as of the date in question, the officially-quoted closing selling price of the
stock (or if no selling price is quoted, the bid price) on the principal
securities exchange on which the Common Stock is then

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listed for trading (including for this purpose the Nasdaq National Market) (the
"Market") for the applicable trading day or, if the Common Stock is not then
listed or quoted in the Market, the Fair Market Value shall be the fair value of
the Common Stock determined in good faith by the Board; provided, however, that
when shares received upon exercise of an option are immediately sold in the open
market, the net sale price received may be used to determine the Fair Market
Value of any shares used to pay the exercise price or applicable tax withholding
and to compute the tax withholding.

     (m)  "Non-Employee Director" has the meaning given to such term in Rule
16b-3 under the Exchange Act and any successor thereto.

     (n)  "Non-qualified Stock Option" means any stock option other than an
option described in Section 422 of the Code or any successor thereto (an
"Incentive Stock Option").

     (o)  "Other Company Securities" means securities of the Company other than
Common Stock, which may include, without limitation, unbundled stock units or
components thereof, debentures, preferred stock, warrants and securities
convertible into or exchangeable for Common Stock or other property.

     (p)  "Retirement" means termination of the participant's employment by
reason of retirement as determined by the Committee.

     (q)  "Subsidiary" means a corporation or other entity of which outstanding
shares or ownership interests representing 50% or more of the combined voting
power of such corporation or other entity entitled to elect the management
thereof, or such lesser percentage as may be approved by the Committee, are
owned directly or indirectly by the Company.

3.   Administration.

          The Plan shall be administered by the Committee; provided that the
Board may, in its discretion, at any time and from time to time, resolve to
administer the Plan, in which case the term "Committee" shall be deemed to mean
the Board for all purposes herein. Subject to the provisions of the Plan, the
Committee shall be authorized to (i) select persons to participate in the Plan,
(ii) determine the form and substance of grants made under the Plan to each
participant, and the conditions and restrictions, if any, subject to which such
grants will be made, (iii) certify that the conditions and restrictions
applicable to any grant have been met, (iv) modify the terms of grants made
under the Plan, (v) interpret the Plan and grants made thereunder, (vi) make any
adjustments necessary or desirable in connection with grants made under the Plan
to eligible participants located outside the United States and (vii) adopt,
amend, or rescind such rules and regulations, and make such other
determinations, for carrying out the Plan as it may deem appropriate. Decisions
of the Committee on all matters relating to the Plan shall be in the Committee's
sole discretion and shall be conclusive and binding on all parties. The
validity, construction, and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with applicable federal
and state laws and rules and regulations promulgated pursuant thereto. No member
of the Committee and no officer of the Company shall be liable for any action
taken or omitted to be taken by such member, by any other member of the
Committee or by any officer of the Company in connection with the performance of
duties

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under the Plan, except for such person's own willful misconduct or as expressly
provided by statute.

          The expenses of the Plan shall be borne by the Company. The Plan shall
not be required to establish any special or separate fund or make any other
segregation of assets to assume the payment of any award under the Plan, and
rights to the payment of such awards shall be no greater than the rights of the
Company's general creditors.

4.   Shares Available for the Plan.

          Subject to adjustments as provided in Section 15, the number of shares
of Common Stock (the "Shares") issuable pursuant to the Plan shall equal the sum
of (a) 3,000,000 Shares, plus (b) any Shares returned to the Plan as a result of
termination of options under the Plan. Such Shares may be in whole or in part
authorized and unissued or held by the Company as treasury shares. If any grant
under the Plan expires or terminates unexercised, becomes unexercisable or is
forfeited as to any Shares, or is tendered or withheld as to any shares in
payment of the exercise price of the grant or the taxes payable with respect to
the exercise, then such unpurchased, forfeited, tendered or withheld Shares
shall thereafter be available for further grants under the Plan unless, in the
case of options granted under the Plan, related SARs are exercised.

          Without limiting the generality of the foregoing provisions of this
Section 4 or the generality of the provisions of Sections 3, 6 or 17 or any
other section of this Plan, the Committee may, at any time or from time to time,
and on such terms and conditions (that are consistent with and not in
contravention of the other provisions of this Plan) as the Committee may, in its
sole discretion, determine, enter into agreements (or take other actions with
respect to the options) for new options containing terms (including exercise
prices) more (or less) favorable than the outstanding options.

5.   Participation.

          Participation in the Plan shall be limited to those employees of, and
other individuals performing services for, or to whom an offer of employment has
been extended by, the Company and its Subsidiaries who have been selected by the
Committee (including participants located outside the United States), other than
any person who is an officer or director of the Company. Nothing in the Plan or
in any grant thereunder shall confer any right on a participant to continue in
the employ or in the performance of services for the Company or shall interfere
in any way with the right of the Company to terminate the employment or
performance of services or to reduce the compensation or responsibilities of a
participant at any time. By accepting any award under the Plan, each participant
and each person claiming under or through him or her shall be conclusively
deemed to have indicated his or her acceptance and ratification of, and consent
to, any action taken under the Plan by the Company, the Board or the Committee.

          Non-qualified Stock Options, SARs alone or in tandem with options,
restricted stock awards, performance awards, or any combination thereof, may be
granted to such persons and for such number of Shares as the Committee shall
determine (such individuals to whom grants are made being sometimes herein
called "optionees" or "grantees," as the case may be).

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Determinations made by the Committee under the Plan need not be uniform and may
be made selectively among eligible individuals under the Plan, whether or not
such individuals are similarly situated. A grant of any type made hereunder in
any one year to an eligible participant shall neither guarantee nor preclude a
further grant of that or any other type to such participant in that year or
subsequent years.

6.   Non-Qualified Options and SARs.

     (a) Grant. The Committee may from time to time grant to eligible
participants Non-qualified Stock Options, in such number as the Committee shall
determine. The options granted shall take such form as the Committee shall
determine, subject to the terms and conditions set forth herein. It is the
Company's intent that options granted under the Plan not be classified as
Incentive Stock Options.

     (b) Price. The price per Share deliverable upon the exercise of each option
("exercise price") shall be established by the Committee, except that the
exercise price may not be less than 50% of the Fair Market Value of a share of
Common Stock as of the date of grant of the option.

     (c) Payment. Options may be exercised, in whole or in part, upon payment of
the exercise price of the Shares to be acquired. Unless otherwise determined by
the Committee, payment shall be made (i) in cash (including check, bank draft,
money order or wire transfer of immediately available funds), (ii) by delivery
of outstanding shares of Common Stock with a Fair Market Value on the date of
exercise equal to the aggregate exercise price payable with respect to the
options' exercise, (iii) by simultaneous sale through a broker reasonably
acceptable to the Committee of Shares acquired on exercise, as permitted under
Regulation T of the Federal Reserve Board, (iv) by authorizing the Company to
withhold from issuance a number of Shares issuable upon exercise of the options
which, when multiplied by the Fair Market Value of a share of Common Stock on
the date of exercise, is equal to the aggregate exercise price payable with
respect to the options so exercised or (v) by any combination of the foregoing.
Options may also be exercised upon payment of the exercise price of the Shares
to be acquired by delivery of the optionee's promissory note, but only to the
extent specifically approved by and in accordance with the policies of the
Committee.

          In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (ii) of this paragraph (c), only a whole
number of share(s) of Common Stock (and not fractional shares of Common Stock)
may be tendered in payment, such grantee must present evidence acceptable to the
Company that he or she has owned any such shares of Common Stock tendered in
payment of the exercise price (and that such tendered shares of Common Stock
have not been subject to any substantial risk of forfeiture) for at least six
months prior to the date of exercise, and Common Stock must be delivered to the
Company. Delivery for this purpose may, at the election of the grantee, be made
either by physical delivery of the certificate(s) for all such shares of Common
Stock tendered in payment of the price, accompanied by duly executed instruments
of transfer in a form acceptable to the Company, or direction to the grantee's
broker to transfer, by book entry, such shares of Common Stock from a brokerage
account of the grantee to a brokerage account specified by the Company. When
payment of the exercise price is made by delivery of Common Stock, the
difference, if any, between the aggregate exercise price payable with respect to
the option being exercised and the

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Fair Market Value of the shares of Common Stock tendered in payment (plus any
applicable taxes) shall be paid in cash.

          In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (iv) of this paragraph (c), only a whole
number of Share(s) (and not fractional Shares) may be withheld in payment, and
such grantee must present evidence acceptable to the Company that he or she has
owned a number of shares of Common Stock at least equal to the number of Shares
to be withheld in payment of the exercise price (and that such owned shares of
Common Stock have not been subject to any substantial risk of forfeiture) for at
least six months prior to the date of exercise. When payment of the exercise
price is made by withholding of Shares, the difference, if any, between the
aggregate exercise price payable with respect to the option being exercised and
the Fair Market Value of the Shares withheld in payment (plus any applicable
taxes) shall be paid in cash. Any withheld Shares shall no longer be issuable
under such option (except pursuant to any Reload Option (as defined below) with
respect to any such withheld Shares).

     (d)  Terms of Options. The term during which each option may be exercised
shall be determined by the Committee, but shall not exceed ten years from the
date of grant. All rights to purchase Shares pursuant to an option shall, unless
sooner terminated, expire at the date designated by the Committee. The Committee
shall determine the date on which each option shall become exercisable and may
provide that an option shall become exercisable in installments. The Shares
constituting each installment may be purchased in whole or in part at any time
after such installment becomes exercisable, subject to such minimum exercise
requirements as may be designated by the Committee. Prior to the exercise of an
option and delivery of the Shares represented thereby, the optionee shall have
no rights as a shareholder with respect to any Shares covered by such
outstanding option (including any dividend or voting rights).

     (e)  Termination; Forfeiture.

          (i)  Death or Disability. If a participant ceases to be an employee
of, or to perform other services for, the Company and any Subsidiary due to
death or Disability, all of the participant's options and SARs that were
exercisable on the date of death or Disability shall remain exercisable for, and
shall otherwise terminate at the end of, a period of 180 days from the date of
such death or Disability, but in no event after the expiration date of the
options or SARs; provided that such options or SARs shall terminate immediately
if a disabled participant engages in Competition during such 180-day period,
unless he or she received written consent to do so from the Board or the
Committee.

          (ii) Retirement. If a participant ceases to be an employee of, or to
perform other services for, the Company and any Subsidiary upon the occurrence
of his or her Retirement, all of the participant's options and SARs that were
exercisable on the date of Retirement shall remain exercisable for, and shall
otherwise terminate at the end of, a period of 90 days after the date of
Retirement, but in no event after the expiration date of the options or SARs;
provided that such options or SARs shall terminate immediately if such retired
participant engages in Competition during such 90-day period unless he or she
receives written consent to do so from the Board or the Committee, and all of
the participant's options and SARs that were

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not exercisable on the date of Retirement shall be forfeited immediately upon
such Retirement; provided, however, that such options and SARs may become fully
vested and exercisable in the discretion of the Committee.

          (iii) Discharge for Cause. If a participant ceases to be an employee
of, or to perform other services for, the Company or a Subsidiary due to Cause,
or if a participant does not become an employee of, or does not begin performing
other services for, the Company or a Subsidiary for any reason, all of the
participant's options and SARs shall expire and be forfeited immediately upon
such cessation or non-commencement, whether or not such options or SARs are then
exercisable.

          (iv)  Other Termination. Unless otherwise determined by the Committee,
if a participant ceases to be an employee of, or to otherwise perform services
for, the Company or a Subsidiary for any reason other than death, Disability,
Retirement or Cause, all of the participant's options and SARs that were
exercisable on the date of such cessation shall remain exercisable for, and
shall otherwise terminate at the end of, a period of 30 days after the date of
such cessation, but in no event after the expiration date of the options or
SARs; provided that such options or SARs shall terminate immediately if a
terminated participant engages in Competition during such 30-day period unless
he or she receives written consent to do so from the Board or the Committee, and
all of the participant's options and SARs that were not exercisable on the date
of such cessation shall be forfeited immediately upon such cessation.

          (v) Change in Control. If there is a Change in Control of the Company
and a participant is terminated as an employee of, or from performing other
services for, the Company or a subsidiary within one year after such Change in
Control, all of the participant's options and SARs shall become fully vested and
exercisable upon such termination and shall remain so until the expiration date
of the options or SARs. In addition, the Compensation Committee shall have the
authority to grant options that become fully vested and exercisable
automatically upon a Change in Control, whether or not the grantee's services
are subsequently terminated.

     (f)  Forfeiture. If a participant exercises any of his or her options or
SARs and, within one year thereafter, either (i) is terminated from the Company
or a Subsidiary for any of the reasons specified in the definition of "Cause"
set forth in Section 2(b)(i), (ii) or (iv), or (ii) engages in Competition
without having received written consent to do so from the Board or the
Committee, or is determined by the Company to have committed a felony or any
other crime or offense involving the property of the Company or a Subsidiary, or
has engaged in conduct that has caused demonstrable and serious injury to the
Company or a Subsidiary; monetary or otherwise, then the participant may, in the
discretion of the Committee, be required to pay the Company the gain represented
by the difference between the aggregate selling price of the Shares acquired
upon the exercise of the options (or, if the Shares were not then sold, their
aggregate Fair Market Value on the date of exercise) and the aggregate exercise
price of the options exercised (the "Option Gain"), without regard to any
subsequent increase or decrease in the Fair Market Value of the Common Stock.
The Company may, in its discretion, deduct from any payment of any kind
(including salary or bonus) otherwise due to any such participant an amount
equal to the Option Gain.

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     (g)  Grant of Reload Options. The Committee may provide (either at the time
of grant or exercise of an option), in its discretion, for the grant to a
grantee who exercises all or any portion of an option ("Exercised Options") and
who pays all or part of such exercise price with shares of Common Stock, of an
additional option (a "Reload Option") for a number of shares of Common Stock
equal to the sum (the "Reload Number") of the number of shares of Common Stock
tendered or withheld in payment of such exercise price for the Exercised Options
plus, if so provided by the Committee, the number of shares of Common Stock, if
any, tendered or withheld by the grantee or withheld by the Company in
connection with the exercise of the Exercised Options to satisfy any federal,
state or local tax withholding requirements. The terms of each Reload Option,
including the date of its expiration and the terms and conditions of its
exercisability and transferability, shall be the same as the terms of the
Exercised Option to which it relates, except that the grant date for each Reload
Option shall be the date of exercise of the Exercised Option to which it
relates, and the exercise price for each Reload Option shall be the Fair Market
Value of the Common Stock on the grant date of the Reload Option.

7.   Stock Appreciation Rights.

          The Committee shall have the authority to grant SARs under this Plan,
either alone or to any optionee in tandem with options (either at the time of
grant of the related option or thereafter by amendment to an outstanding
option). SARs shall be subject to such terms and conditions as the Committee may
specify.

          No SAR may be exercised unless the Fair Market Value of a share of
Common Stock of the Company on the date of exercise exceeds the exercise price
of the SAR or, in the case of SARs granted in tandem with options, any options
to which the SARs correspond. Prior to the exercise of the SAR and delivery of
the cash and/or Shares represented thereby, the participant shall have no rights
as a shareholder with respect to Shares covered by such outstanding SAR
(including any dividend or voting rights).

          SARs granted in tandem with options shall be exercisable only when, to
the extent and on the conditions that any related option is exercisable. The
exercise of an option shall result in an immediate forfeiture of any related SAR
to the extent the option is exercised, and the exercise of an SAR shall cause an
immediate forfeiture of any related option to the extent the SAR is exercised.

          Upon the exercise of an SAR, the participant shall be entitled to a
distribution in an amount equal to the difference between the Fair Market Value
of a share of Common Stock on the date of exercise and the exercise price of the
SAR or, in the case of SARs granted in tandem with options, any option to which
the SAR is related, multiplied by the number of Shares as to which the SAR is
exercised. The Committee shall decide whether such distribution shall be in
cash, in Shares having a Fair Market Value equal to such amount, in Other
Company Securities having a Fair Market Value equal to such amount or in a
combination thereof.

          All SARs will be exercised automatically on the last day prior to the
expiration date of the SAR or, in the case of SARs granted in tandem with
options, any related option, so long as the Fair Market Value of a share of
Common Stock on that date exceeds the exercise price of the SAR or any related
option, as applicable. An SAR granted in tandem with options

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shall expire at the same time as any related option expires and shall be
transferable only when, and under the same conditions as, any related option is
transferable.

8.   Restricted Stock.

          The Committee may at any time and from time to time grant Shares of
restricted stock under the Plan to such participants and in such amounts as it
determines. Each grant of restricted stock shall specify the applicable
restrictions on such Shares, the duration of such restrictions (which shall be
at least six months except as otherwise determined by the Committee or provided
in the third paragraph of this Section 8), and the time or times at which such
restrictions shall lapse with respect to all or a specified number of Shares
that are part of the grant.

          The participant will be required to pay the Company the aggregate par
value of any Shares of restricted stock (or such larger amount as the Board may
determine based upon applicable law) within ten days of the date of grant,
unless such Shares of restricted stock are treasury shares. Unless otherwise
determined by the Committee, upon payment as aforesaid, certificates
representing Shares of restricted stock granted under the Plan will be held in
escrow by the Company on the participant's behalf during any period of
restriction thereon and will bear an appropriate legend specifying the
applicable restrictions thereon, and the participant will be required to execute
a blank stock power therefor. Except as otherwise provided by the Committee,
after payment and during such period of restriction the participant shall have
all of the rights of a holder of Common Stock, including but not limited to the
rights to receive dividends and to vote, and any stock or other securities
received as a distribution with respect to such participant's restricted stock
shall be subject to the same restrictions as then in effect for the restricted
stock.

          Except as otherwise provided by the Committee, no restrictions on
Shares shall lapse because of a Change in Control or the death, Disability or
Retirement of any participant. At such time as a participant ceases to be, or in
the event a participant does not become, an employee of, or otherwise performing
services for, the Company or its Subsidiaries for any other reason, all Shares
of restricted stock granted to such participant on which the restrictions have
not lapsed shall be immediately forfeited to the Company.

9.   Performance Awards.

          Performance awards may be granted to participants at any time and from
time to time as determined by the Committee. The Committee shall have complete
discretion in determining the size and composition of performance awards granted
to a participant and the appropriate period over which performance is to be
measured (a "performance cycle"). Performance awards may include (i) specific
dollar-value target awards (ii) performance units, the value of each such unit
being determined by the Committee at the time of issuance, and/or (iii)
performance Shares, the value of each such Share being equal to the Fair Market
Value of a share of Common Stock.

          The value of each performance award may be fixed or it may be
permitted to fluctuate based on a performance factor (e.g., return on equity)
selected by the Committee.

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          The Committee shall establish performance goals and objectives for
each performance cycle on the basis of such criteria and objectives as the
Committee may select from time to time, including, without limitation, the
performance of the participant, the Company, one or more of its Subsidiaries or
divisions or any combination of the foregoing. During any performance cycle, the
Committee shall have the authority to adjust the performance goals and
objectives for such cycle for such reasons as it deems equitable.

          The Committee shall determine the portion of each performance award
that is earned by a participant on the basis of the Company's performance over
the performance cycle in relation to the performance goals for such cycle. The
earned portion of a performance award may be paid out in Shares, cash, Other
Company Securities, or any combination thereof, as the Committee may determine.

          A participant must be an employee of, or otherwise perform services
for, the Company or its Subsidiaries at the end of the performance cycle in
order to be entitled to payment of a performance award issued in respect of such
cycle; provided, however, that except as otherwise determined by the Committee,
if a participant ceases to be an employee of, or to otherwise perform services
for, the Company and its Subsidiaries upon his or her death, Retirement, or
Disability prior to the end of the performance cycle, the participant shall earn
a proportionate portion of the performance award based upon the elapsed portion
of the performance cycle and the Company's performance over that portion of such
cycle.

          In the event of a Change in Control, a participant shall earn no less
than the portion of the performance award that the participant would have earned
if the applicable performance cycle(s) had terminated as of the date of the
Change in Control.

10.  Tax Withholding.

     (a)  Participant Election. Unless otherwise determined by the Committee, a
participant may elect to deliver shares of Common Stock (or have the Company
withhold shares acquired upon exercise of an option or SAR or deliverable upon
grant or vesting of restricted stock, as the case may be) to satisfy, in whole
or in part, the amount the Company is required to withhold for taxes in
connection with the exercise of an option or SAR or the delivery of restricted
stock upon grant or vesting, as the case may be. Such election must be made on
or before the date the amount of tax to be withheld is determined. Once made,
the election shall be irrevocable. The fair market value of the shares to be
withheld or delivered will be the Fair Market Value as of the date the amount of
tax to be withheld is determined. In the event a participant elects to deliver
or have the Company withhold shares of Common Stock pursuant to this Section
10(a), such delivery or withholding must be made subject to the conditions and
pursuant to the procedures set forth in Section 6(c) with respect to the
delivery or withholding of Common Stock in payment of the exercise price of
options.

     (b)  Company Requirement. The Company may require, as a condition to any
grant or exercise under the Plan or to the delivery of certificates for Shares
issued hereunder, that the grantee make provision for the payment to the
Company, either pursuant to Section 10(a) or this Section 10(b), of federal,
state or local taxes of any kind required by law to be withheld with respect to
any grant or delivery of Shares. The Company, to the extent permitted or
required by

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law, shall have the right to deduct from any payment of any kind (including
salary or bonus) otherwise due to a grantee, an amount equal to any federal,
state or local taxes of any kind required by law to be withheld with respect to
any grant or delivery of Shares under the Plan.

11.  Written Agreement; Vesting.

          Each employee to whom a grant is made under the Plan shall enter into
a written agreement with the Company that shall contain such provisions,
including without limitation vesting requirements, consistent with the
provisions of the Plan, as may be approved by the Committee. Unless the
Committee determines otherwise and except as otherwise provided in Sections 6,
7, 8 and 9 in connection with a Change of Control or certain occurrences of
termination, no grant under this Plan may be exercised, and no restrictions
relating thereto may lapse, within six months of the date such grant is made.

12.  Transferability.

          Unless the Committee determines otherwise, no option, SAR, performance
award or restricted stock granted under the Plan shall be transferable by a
participant other than by will or the laws of descent and distribution or to a
participant's Family Member by gift or a qualified domestic relations order as
defined by the Code. Unless the Committee determines otherwise, an option, SAR
or performance award may be exercised only by the optionee or grantee thereof;
by his or her Family Member if such person has acquired the option, SAR or
performance award by gift or qualified domestic relations order; by his or her
executor or administrator or any person to whom the Option is transferred by
will or the laws of descent and distribution; or by his or her guardian or legal
representative. All provisions of this Plan shall in any event continue to apply
to any option, SAR, performance award or restricted stock granted under the Plan
and transferred as permitted by this Section 12, and any transferee of any such
option, SAR, performance award or restricted stock shall be bound by all
provisions of this Plan as and to the same extent as the applicable original
grantee.

13.  Listing, Registration and Qualification.

          If the Committee determines that the listing, registration or
qualification upon any securities exchange or under any law of Shares subject to
any option, SAR, performance award or restricted stock grant is necessary or
desirable as a condition of, or in connection with, the granting of same or the
issue or purchase of Shares thereunder, no such option or SAR may be exercised
in whole or in part, no such performance award may be paid out, and no Shares
may be issued, unless such listing, registration or qualification is effected
free of any conditions not acceptable to the Committee.

14.  Transfer of Employee.

          The transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another shall not be
considered a termination of employment; nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence which is considered by the Committee as continuing intact the
employment relationship.

                                      -11-

<PAGE>

15.  Adjustments.

          In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the
Committee shall make such adjustment as it deems appropriate in the number and
kind of Shares or other property available for issuance under the Plan
(including, without limitation, the total number of Shares available for
issuance under the Plan pursuant to Section 4), in the number and kind of
options, SARs, Shares or other property covered by grants previously made under
the Plan, and in the exercise price of outstanding options and SARs. Any such
adjustment shall be final, conclusive and binding for all purposes of the Plan.
In the event of any merger, consolidation or other reorganization in which the
Company is not the surviving or continuing corporation or in which a Change in
Control is to occur, all of the Company's obligations regarding options, SARs,
performance awards, and restricted stock that were granted hereunder and that
are outstanding on the date of such event shall, on such terms as may be
approved by the Committee prior to such event, be assumed by the surviving or
continuing corporation or canceled in exchange for property (including cash).

          Without limitation of the foregoing, in connection with any
transaction of the type specified by clause (iii) of the definition of a Change
in Control in Section 2(c), the Committee may, in its discretion, (i) cancel any
or all outstanding options under the Plan in consideration for payment to the
holders thereof of an amount equal to the portion of the consideration that
would have been payable to such holders pursuant to such transaction if their
options had been fully exercised immediately prior to such transaction, less the
aggregate exercise price that would have been payable therefor, or (ii) if the
amount that would have been payable to the option holders pursuant to such
transaction if their options had been fully exercised immediately prior thereto
would be equal to or less than the aggregate exercise price that would have been
payable therefor, cancel any or all such options for no consideration or payment
of any kind. Payment of any amount payable pursuant to the preceding sentence
may be made in cash or, in the event that the consideration to be received in
such transaction includes securities or other property, in cash and/or
securities or other property in the Committee's discretion.

16.  Amendment and Termination of the Plan.

          The Board of Directors or the Committee, without approval of the
shareholders, may amend or terminate the Plan, except that no amendment shall
become effective without prior approval of the shareholders of the Company if
shareholder approval would be required by applicable law or regulations, or by
any listing requirement of the principal stock exchange on which the Common
Stock is then listed.

17.  Amendment or Substitution of Awards under the Plan.

          The terms of any outstanding award under the Plan may be amended from
time to time by the Committee in its discretion in any manner that it deems
appropriate (including, but not limited to, acceleration of the date of exercise
of any award and/or payments thereunder or of the date of lapse of restrictions
on Shares); provided that, except as otherwise provided in Section 15, no such
amendment shall adversely affect in a material manner any right of a participant
under the award without his or her written consent. The Committee may, in its

                                      -12-

<PAGE>

discretion, permit holders of awards under the Plan to surrender outstanding
awards in order to exercise or realize rights under other awards, or in exchange
for the grant of new awards, or require holders of awards to surrender
outstanding awards as a condition precedent to the grant of new awards under the
Plan.

18.  Effective Date; Termination Date.

          The effective date of the Plan shall be October 29, 2002, without
further approval by the shareholders of the Company. If later required by the
Code or any law, rule or regulation, the Plan will be subject to approval and
reapproval by the shareholders of the Company as such law, rule or regulation
may provide.

          Unless previously terminated upon the adoption of a resolution of the
Board terminating the Plan, the Plan shall terminate at the close of business on
the tenth anniversary of the date of commencement of this Plan. No termination
of the Plan shall materially and adversely affect any of the rights or
obligations of any person, without his or her written consent, under any grant
of options or other incentives theretofore granted under the Plan.

19.  Severability.

          Whenever possible, each provision of the Plan shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of the Plan is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of the Plan.

20.  Governing Law.

          The Plan shall be governed by the corporate laws of the Commonwealth
of Pennsylvania, without giving effect to any choice of law provisions that
might otherwise refer construction or interpretation of the Plan to the
substantive law of another jurisdiction.

                                      -13-