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                                                                    EXHIBIT 10.2

                           TELE-COMMUNICATIONS, INC.
                       1995 EMPLOYEE STOCK INCENTIVE PLAN

                                   Article I

                           Purpose and Effectiveness

                 1.1     Purpose. The purpose of the Tele-Communications, Inc.
         1995 Employee Stock Incentive Plan (the "Plan") is to promote the
         success of Tele-Communications, Inc. (the "Company") by providing a
         method whereby (i) eligible employees of the Company and its
         Subsidiaries and (ii) independent contractors providing services to
         the Company or its Subsidiaries may be awarded additional remuneration
         for services rendered and encouraged to invest in capital stock of the
         Company, thereby increasing their proprietary interest in the
         Company's businesses, encouraging them to remain in the employ of the
         Company or its Subsidiaries, and increasing their personal interest in
         the continued success and progress of the Company or its Subsidiaries.
         The Plan is also intended to aid (i) in attracting persons of
         exceptional ability to become officers and employees of the Company
         and its Subsidiaries and (ii) inducing independent contractors to
         agree to provide services to the Company.  
        
                 1.2      Effective Date. The Plan shall be effective 
         December 13, 1995.

                                   Article II

                                  Definitions

                 2.1     Certain Defined Terms. Capitalized terms not defined 
         elsewhere in the Plan shall have the following meanings (whether used 
         in the singular or plural):

                          "Affiliate" of the Company means any corporation,
                 partnership, or other business association that, directly or
                 indirectly, through one or more intermediaries, controls, is
                 controlled by, or is under common control with the Company.
        
                          "Agreement" means a stock option agreement, stock
                 appreciation rights agreement, restricted shares agreement or
                 stock units agreement, or an agreement evidencing more than
                 one type of Award, specified in Section 10.5, as any such
                 Agreement may be supplemented or amended from time to time.
        
                          "Approved Transaction" means any transaction in which
                 the Board (or, if approval of the Board is not required as a
                 matter of law, the stockholders of the Company) shall approve
                 (i) any consolidation or merger of the Company, or binding
                 share exchange, pursuant to which shares of Common Stock would
                 be changed or converted into or exchanged for cash, securities
                 or other property, other than any
        
        



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                 such transaction in which the common stockholders of the
                 Company immediately prior to such transaction have the same
                 proportionate ownership of the common stock of, and voting
                 power with respect to, the surviving corporation immediately
                 after such transaction, (ii) any merger, consolidation or
                 binding share exchange to which the Company is a party as a
                 result of which the persons who are common stockholders of the
                 Company immediately prior thereto have less than a majority of
                 the combined voting power of the outstanding capital stock of
                 the Company ordinarily (and apart from the rights accruing
                 under special circumstances) having the right to vote in the
                 election of directors immediately following such merger,
                 consolidation or binding share exchange, (iii) the adoption of
                 any plan or proposal for the liquidation or dissolution of the
                 Company, or (iv) any sale, lease, exchange or other transfer
                 (in one transaction or a series of related transactions) of
                 all, or substantially all, of the assets of the Company.
        
                          "Award" means a grant of Options, SARs, Restricted
                 Shares and/or Stock Units under this Plan.
        
                          "Board" means the Board of Directors of the Company.

                          "Board Change" means, during any period of two
                 consecutive years, individuals who at the beginning of such
                 period constituted the entire Board cease for any reason to
                 constitute a majority thereof unless the election, or the
                 nomination for election, of each new director was approved by
                 a vote of at least two-thirds of the directors then still in
                 office who were directors at the beginning of the period.
        
                          "Code" means the Internal Revenue Code of 1986, as 
                 amended from time to time, or any successor statute or 
                 statutes thereto. Reference to any specific Code section shall
                 include any successor section.
        
                          "Committee" means the committee of the Board
                 appointed pursuant to Section 3.1 to administer the Plan.
        
                          "Common Stock" means either TCOMA or LBTYA.
        
                          "Company" means Tele-Communications, Inc., a Delaware
                 corporation.

                          "Control Purchase" means any transaction (or series
                 of related transactions) in which (i) any person (as such term
                 is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange
                 Act), corporation or other entity (other than the Company, any
                 Subsidiary or any employee benefit plan sponsored by the
                 Company or any Subsidiary) shall purchase any Common Stock (or
                 securities convertible into Common Stock) for cash, securities
                 or any other consideration pursuant to a tender offer or
                 exchange offer, without the prior consent of the Board, or
                 (ii) any person (as such term is so defined), corporation or
                 other entity (other than the Company, any





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                 Subsidiary, any employee benefit plan sponsored by the Company
                 or any Subsidiary, or any Controlling Person (as defined
                 below)) shall become the "beneficial owner" (as such term is
                 defined in Rule 13d-3 under the Exchange Act), directly or
                 indirectly, of securities of the Company representing 20% or
                 more of the combined voting power of the then outstanding
                 securities of the Company ordinarily (and apart from the
                 rights accruing under special circumstances) having the right
                 to vote in the election of directors (calculated as provided
                 in Rule 13d-3(d) under the Exchange Act in the case of rights
                 to acquire the Company's securities), other than in a
                 transaction (or series of related transactions) approved by
                 the Board. For purposes of this definition, "Controlling
                 Person" means each of (a) the Chairman of the Board, the
                 President and each of the directors of the Company as of the
                 Effective Date of this Plan, (b) the respective family
                 members, estates and heirs of each of the persons referred to
                 in clause (a) above and any trust or other investment vehicle
                 for the primary benefit of any of such persons or their
                 respective family members or heirs and (c) Keams-Tribune
                 Corporation, a Delaware corporation. As used with respect to
                 any person, the term "family member" means the spouse,
                 siblings and lineal descendants of such person.

                          "Disability" means the inability to engage in any
                 substantial gainful activity by reason of any medically
                 determinable physical or mental impairment which can be
                 expected to result in death or which has lasted or can be
                 expected to last for a continuous period of not less than 12
                 months.

                          "Dividend Equivalents" means, with respect to
                 Restricted Shares to be issued at the end of the Restriction
                 Period, to the extent specified by the Committee only, an
                 amount equal to all dividends and other distributions (or the
                 economic equivalent thereof) which are payable to stockholders
                 of record during the Restriction Period on a like number of
                 shares of Common Stock.

                          "Effective Date" means the date on which the Plan
                 becomes effective pursuant to Section 1.2.

                          "Equity Security" shall have the meaning ascribed to
                 such term in Section 3(a)(11) of the Exchange Act, and an
                 equity security of an issuer shall have the meaning ascribed
                 thereto in Rule 16a-1 promulgated under the Exchange Act, or
                 any successor Rule.

                          "Exchange Act" means the Securities Exchange Act of
                 1934, as amended from time to time, or any successor statute
                 or statutes thereto. Reference to any specific Exchange Act
                 section shall include any successor section.

                          "Fair Market Value" of a share of Common Stock on any
                 day means the last sale price (or, if no last sale price is
                 reported, the average of the high bid and low asked prices)
                 for a share of the appropriate of TCOMA or LBTYA, on such day
                 (or,





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                 if such day is not a trading day, on the next preceding
                 trading day) as reported on NASDAQ or, if not reported on
                 NASDAQ, as quoted by the National Quotation Bureau
                 Incorporated, or if the appropriate of TCOMA or LBTYA Common
                 Stock is listed on an exchange, on the principal exchange on
                 which the appropriate of TCOMA or LBTYA Common Stock is
                 listed. If for any day the Fair Market Value of a share of the
                 appropriate of TCOMA or LBTYA Common Stock is not determinable
                 by any of the foregoing means, then the Fair Market Value for
                 such day shall be determined in good faith by the Committee on
                 the basis of such quotations and other considerations as the
                 Committee deems appropriate.

                          "Free Standing SAR" has the meaning ascribed thereto
                 in Section 7.1.

                          "Holder" means an employee of the Company or a
                 Subsidiary or an independent contractor who has received an
                 Award under this Plan.

                          "LBTYA" means the Series A Liberty Group Common
                 Stock, $1.00 par value per share, of the Company.

                          "NASDAQ" means the National Association of Securities
                 Dealers, Inc. Automated Quotation System.

                          "Nonqualified Stock Option" means a stock option
                 granted under Article VI.

                          "Option" means any Nonqualified Stock Option.

                          "Plan" has the meaning ascribed thereto in Section
                 1.1.

                          "Qualified domestic relations order" means a
                 qualified domestic relations order as defined by the Code or
                 Title I of the Employee Retirement Income Security Act, or the
                 rules thereunder.

                          "Restricted Shares" means shares of Common Stock or
                 the right to receive shares of Common Stock, as the case may
                 be, awarded pursuant to Article VIII.

                          "Restriction Period" means a period of time beginning
                 on the date of each award of Restricted Shares and ending on
                 the Vesting Date with respect to such award.

                          "Retained Distribution" has the meaning ascribed
                 thereto in Section 8.3.

                          "Rule 16b-3" means Rule 16b-3 promulgated under the
                 Exchange Act, or any successor Rule.  References to paragraphs
                 of Rule 16b-3 shall include the comparable provisions of any
                 successor Rule.





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                          "SARs" means stock appreciation rights, awarded
                 pursuant to Article VII, with respect to shares of Common
                 Stock.

                          "Stock Unit Award" has the meaning ascribed thereto
                 in Section 9.1.

                          "Subsidiary" of the Company means any present or
                 future subsidiary (as defined in Section 424(f) of the Code)
                 of the Company or any business entity in which the Company
                 owns directly or indirectly, 50% or more of the voting,
                 capital or profits interests. An entity shall be deemed a
                 subsidiary of the Company for purposes of this definition only
                 for such periods as the requisite ownership or control
                 relationship is maintained.

                          "Tandem SARs" has the meaning ascribed thereto in
                 Section 7.1.

                          "TCOMA" means Series A TCI Group Common Stock, $1.00
                 par value per share, of the Company.

                          "Vesting Date" with respect to any Restricted Shares
                 awarded hereunder means the date on which such Restricted
                 Shares cease to be subject to a risk of forfeiture, as
                 designated in or determined in accordance with the Agreement
                 with respect to such award of Restricted Shares pursuant to
                 Article VIII.  If more than one Vesting Date is designated for
                 an award of Restricted Shares, reference in the Plan to a
                 Vesting Date in respect of such Award shall be deemed to refer
                 to each part of such Award and the Vesting Date for such part.

                                  Article III

                                 Administration

         3.1     Committee. The Plan shall be administered by the Compensation
Committee of the Board unless a different committee is appointed by the Board.
The Committee shall be comprised of not less than two persons. Each member of
the Committee shall be a member of the Board who during the one year period
prior to service on the Committee was not, and during such service is not,
granted or awarded equity securities pursuant to the Plan or any other plan of
the Company or any of its Affiliates if such grant or award or participation in
such plan would prevent such member from being a "disinterested person" with
respect to the Plan for purposes of Rule 16b-3. Subject to the foregoing, the
Board may from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed, may fill vacancies in the
Committee and may remove members of the Committee. The Committee shall select
one of its members as its chairman and shall hold its meetings at such times
and places as it shall deem advisable. A majority of its members shall
constitute a quorum and all determinations shall be made by a majority of such
quorum. Any determination reduced to writing and signed by all of the members
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held.





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         3.2     Powers. The Committee shall have full power and authority to
grant to eligible persons Options under Article VI of the Plan, SARs under
Article VII of the Plan, Restricted Shares under Article VIII of the Plan
and/or Stock Units under Article IX of the Plan, to determine the terms and
conditions (which need not be identical) of all Awards so granted, to interpret
the provisions of the Plan and any Agreements relating to Awards granted under
the Plan, and to supervise the administration of the Plan. The Committee in
making an Award may provide for the granting or issuance of additional,
replacement or alternative Awards upon the occurrence of specified events,
including the exercise of the original Award. The Committee shall have sole
authority in the selection of persons to whom Awards may be granted under the
Plan and in the determination of the timing, pricing and amount of any such
Award, subject only to the express provisions of the Plan. In making
determinations hereunder, the Committee may take into account the nature of the
services rendered by the respective employees and independent contractors,
their present and potential contributions to the success of the Company and its
Subsidiaries and such other factors as the Committee in its discretion deems
relevant.

         3.3     Interpretation. The Committee is authorized, subject to the
provisions of the Plan, to establish, amend and rescind such rules and
regulations as it deems necessary or advisable for the proper administration of
the Plan and to take such other action in connection with or in relation to the
Plan as it deems necessary or advisable. Each action and determination made or
taken pursuant to the Plan by the Committee, including any interpretation or
construction of the Plan, shall be final and conclusive for all purposes and
upon all persons. No member of the Committee shall be liable for any action or
determination made or taken by him or the Committee in good faith with respect
to the Plan.

                                   Article IV

                           Shares Subject to the Plan

         4.1     Number of shares. Subject to the provisions of this Article
IV, the maximum number of shares of TCOMA shares with respect to which Awards
may be granted during the term of the Plan shall be 3,000,000 shares. The
maximum number of LBTYA shares with respect to which Awards may be granted
during the term of the Plan shall be 1,000,000 shares. Shares of Common Stock
will be made available from the authorized but unissued shares of the Company
or from shares reacquired by the Company, including shares purchased in the
open market. The shares of Common Stock subject to (i) any Award granted under
the Plan that shall expire, terminate or be annulled for any reason without
having been exercised (or considered to have been exercised as provided in
Section 7.2), (ii) any Award of any SARs granted under the Plan that shall be
exercised for cash and (iii) any Award of Restricted Shares or Stock Units that
shall be forfeited prior to becoming vested (provided that the Holder received
no benefits of ownership of such Restricted Shares or Stock Units other than
voting rights and the accumulation of Retained Distributions and unpaid
Dividend Equivalents that are likewise forfeited), shall again be available for
purposes of the Plan.

         4.2     Adjustments. If the Company subdivides its outstanding shares
of TCOMA or LBTYA into a greater number of shares of TCOMA or LBTYA (by stock
dividend, stock split,





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reclassification or otherwise) or combines its outstanding shares of TCOMA or
LBTYA into a smaller number of shares of TCOMA or LBTYA (by reverse stock
split, reclassification or otherwise), or if the Committee determines that any
stock dividend, extraordinary cash dividend, reclassification,
recapitalization, reorganization, split-up, spin-off, combination, exchange of
shares, warrants or rights offering to purchase TCOMA or LBTYA or other similar
corporate event (including mergers or consolidations other than those which
constitute Approved Transactions) affects TCOMA or LBTYA such that an
adjustment is required in order to preserve the benefits or potential benefits
intended to be made available under this Plan, then the Committee shall, in its
sole discretion and in such manner as the Committee may deem equitable and
appropriate, make such adjustments to any or all of (i) the number and kind of
shares which thereafter may be awarded, optioned, or otherwise made subject to
the benefits contemplated by the Plan, (ii) the number and kind of shares
subject to outstanding Awards, and (iii) the purchase or exercise price and the
relevant appreciation base with respect to any of the foregoing, provided,
however, that the number of shares subject to any Award shall always be a whole
number. The Committee may, if deemed appropriate, provide for a cash payment to
any Holder of an Award in connection with any adjustment made pursuant to this
Section 4.2.

                                   Article V

                                  Eligibility

         5.1     General. The persons who shall be eligible to participate in
the Plan and to receive Awards under the Plan shall be such employees
(including officers and, subject to Section 5.2, directors) of the Company and
its Subsidiaries or independent contractors as the Committee shall select.
Awards may be made to employees or independent contractors who hold or have
held Awards under this Plan or any similar or other awards under any other plan
of the Company or any of its Affiliates.

         5.2     Ineligibility. No member of the Committee, while serving as
such, shall be eligible to receive an Award.

                                   Article VI

                                 Stock Options

         6.1     Grant of Options. Subject to the limitations of the Plan, the
Committee shall designate from time to time those eligible persons to be
granted Options, the time when each Option shall be granted to such eligible
persons, the number of shares subject to such Option, and, subject to Section
6.2, the purchase price of the shares of Common Stock subject to such Option.

         6.2     Option Price. The price at which shares may be purchased upon
exercise of an Option shall be fixed by the Committee and may be more than,
less than or equal to the Fair Market Value of the Common Stock subject to the
Option as of the date the Option is granted.





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         6.3     Limitation on Grants. Except for Awards described in Section
10.1, no Person may be granted in any calendar year Options covering more than
1,000,000 shares of either TCOMA or LBTYA (adjusted as provided in Section
4.2).

         6.4     Term of Options. Subject to the provisions of the Plan with
respect to death, retirement and termination of employment, the term of each
Option shall be for such period as the Committee shall determine as set forth
in the applicable Agreement.

         6.5     Exercise of Options. An Option granted under the Plan shall
become (and remain) exercisable during the term of the Option to the extent
provided in the applicable Agreement and this Plan and, unless the Agreement
otherwise provides, may be exercised to the extent exercisable, in whole or in
part, at any time and from time to time during such term; provided, however,
that subsequent to the grant of an Option, the Committee, at any time before
complete termination of such Option, may accelerate the time or times at which
such Option may be exercised in whole or in part (without reducing the term of
such Option).

                 6.6      Manner of Exercise.

                          (a)     Form of payment. An Option shall be exercised
                 by written notice to the Company upon such terms and
                 conditions as the Agreement may provide and in accordance with
                 such other procedures for the exercise of Options as the
                 Committee may establish from time to time. The method or
                 methods of payment of the purchase price for the shares to be
                 purchased upon exercise of an Option and of any amounts
                 required by Section 10.10 shall be determined by the Committee
                 and may consist of (i) cash, (ii) check, (iii) promissory
                 note, (iv) whole shares of Common Stock already owned by the
                 Holder, (v) the withholding of shares of Common Stock issuable
                 upon such exercise of the Option, (vi) the delivery, together
                 with a properly executed exercise notice, of irrevocable
                 instructions to a broker to deliver promptly to the Company
                 the amount of sale or loan proceeds required to pay the
                 purchase price, (vii) any combination of the foregoing methods
                 of payment, or such other consideration and method of payment
                 as may be permitted for the issuance of shares under the
                 Delaware General Corporation Law. The permitted method or
                 methods of payment of the amounts payable upon exercise of an
                 Option, if other than in cash, shall be set forth in the
                 applicable Agreement and may be subject to such conditions as
                 the Committee deems appropriate. Without limiting the
                 generality of the foregoing, if a Holder is permitted to elect
                 to have shares of Common Stock issuable upon exercise of an
                 Option withheld to pay all or any part of the amounts payable
                 in connection with such exercise, then the Committee shall
                 have the sole discretion to approve or disapprove such
                 election, which approval or disapproval shall be given after
                 such election is made.

                          (b)     Value of shares. Shares of Common Stock
                 delivered in payment of all or any part of the amounts payable
                 in connection with the exercise of an Option, and shares of
                 Common Stock withheld for such payment, shall be valued for
                 such





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                 purpose at their Fair Market Value as of the exercise date.
                 Notwithstanding the foregoing, if a Holder who is permitted to
                 do so pursuant to the applicable Agreement elects to have
                 shares of Common Stock issuable upon exercise of an Option
                 withheld in payment of all or any part of the amounts payable
                 in connection with the exercise of such Option.

                          (c)     Issuance of Shares. The Company shall effect
                 the transfer of the shares of Common Stock purchased under the
                 Option as soon as practicable after the exercise thereof and
                 payment in full of the purchase price therefor and of any
                 amounts required by Section 10.10, and within a reasonable
                 time thereafter such transfer shall be evidenced on the books
                 of the Company. No Holder or other person exercising an Option
                 shall have any of the rights of a stockholder of the Company
                 with respect to shares of Common Stock subject to an Option
                 granted under the Plan until due exercise and full payment has
                 been made. No adjustment shall be made for cash dividends or
                 other rights for which the record date is prior to the date of
                 such due exercise and full payment.

         6.7     Nontransferability. Unless otherwise determined by the
Committee and provided in the applicable Agreement, Options shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order and, except as otherwise
required pursuant to a qualified domestic relations order, Options may be
exercised during the lifetime of the Holder thereof only by such Holder (or his
or her court appointed legal representative).

                                  Article VII

                                      SARs

         7.1     Grant of SARs. Subject to the limitations of the Plan, SARs
may be granted by the Committee to such eligible persons in such numbers and at
such times during the term of the Plan as the Committee shall determine. An SAR
may be granted to a Holder of an Option (hereinafter called a "related Option")
with respect to all or a portion of the shares of Common Stock subject to the
related Option (a "Tandem SAR") or may be granted separately to an eligible
employee (a "Free Standing SAR"). Subject to the limitations of the Plan, SARs
shall be exercisable in whole or in part upon notice to the Company upon such
terms and conditions as are provided in the Agreement. Except for Awards
described in either of Sections 3.4 or 10.1, no Person may be granted in any
calendar year SARs covering more than 1,000,000 shares of either TCOMA or LBTYA
(adjusted as provided in Section 4.2).

         7.2     Tandem SARS. A Tandem SAR may be granted either concurrently
with the grant of the related Option or (if the related Option is a
Nonqualified Option) at any time thereafter prior to the complete exercise,
termination, expiration or cancellation of such related Option. Tandem SARs
shall be exercisable only at the time and to the extent that the related Option
is exercisable (and may be subject to such additional limitations on
exercisability as the Agreement may provide), and in no event after the
complete termination or full exercise of the related Option. Upon the





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exercise or termination of the related Option, the Tandem SARs with respect
thereto shall be canceled automatically to the extent of the number of shares
of Common Stock with respect to which the related Option was so exercised or
terminated. Subject to the limitations of the Plan, upon the exercise of a
Tandem SAR, the Holder thereof shall be entitled to receive from the Company,
for each share of the appropriate of TCOMA or LBTYA with respect to which the
Tandem SAR is being exercised, consideration (in the form determined as
provided in Section 7.4) equal in value to the excess of the Fair Market Value
of a share of the appropriate of TCOMA or LBTYA on the date of exercise over
the related Option purchase price per share; provided, however, that the
Committee may, in any Agreement granting Tandem SARs, provide that the
appreciation realizable upon exercise thereof shall be measured from a base
higher than the related Option purchase price.

         7.3     Free Standing SARs. Free Standing SARs shall be exercisable at
the time, to the extent and upon the terms and conditions set forth in the
applicable Agreement. The base price of a Free Standing SAR shall be not less
than 100% of the Fair Market Value of the appropriate of TCOMA or LBTYA on the
date of grant of the Free Standing SAR.  Subject to the limitations of the
Plan, upon the exercise of a Free Standing SAR, the Holder thereof shall be
entitled to receive from the Company, for each share of Common Stock with
respect to which the Free Standing SAR is being exercised, consideration (in
the form determined as provided in Section 7.4) equal in value to the excess of
the Fair Market Value of a share of the appropriate of TCOMA or LBTYA on the
date of exercise over the base price per share of such Free Standing SAR.

         7.4     Consideration. The consideration to be received upon the
exercise of an SAR by the Holder shall be paid in cash, shares of Common Stock
(valued at Fair Market Value on the date of exercise of such SAR) or a
combination of cash and shares of Common Stock as specified in the Agreement,
or, if so provided in the Agreement, either as determined by the Committee in
its sole discretion or as elected by the Holder, provided that the Committee
shall have the sole discretion to approve or disapprove the election by a
Holder to receive cash in full or partial settlement of an SAR, which approval
or disapproval shall be given after such election is made. The Company's
obligation arising upon the exercise of an SAR may be paid currently or on a
deferred basis with such interest or earnings equivalent as the Committee may
determine. No fractional shares of Common Stock shall be issuable upon exercise
of an SAR and, unless otherwise provided in the applicable Agreement, the
Holder will receive cash in lieu of fractional shares. Unless the Committee
shall otherwise determine, to the extent a Free Standing SAR is exercisable, it
will be exercised automatically for cash on its expiration date.

         7.5     Limitations. The applicable Agreement may provide for a limit
on the amount payable to a Holder upon exercise of SARs at any time or in the
aggregate, for a limit on the number of SARs that may be exercised by the
Holder in whole or in part for cash during any specified period, for a limit on
the time periods during which a Holder may exercise SARs and for such other
limits on the rights of the Holder and such other terms and conditions of the
SAR as the Committee may determine, including, without limitation, a condition
that the SAR may be exercised only in accordance with rules and regulations
adopted by the Committee from time to time. Unless otherwise so provided in the
applicable Agreement, any such limit relating to a Tandem SAR shall not
restrict the exercisability of the related Option. Such rules and regulations
may govern the right





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to exercise SARs granted prior to the adoption or amendment of such rules and
regulations as well as SARs granted thereafter.

         7.6     Exercise. For purposes of this Article VII, the date of
exercise of an SAR shall mean the date on which the Company shall have received
notice from the Holder of the SAR of the exercise of such SAR, except that, if
in order to meet the exemptive requirements of Rule 16b-3 a Holder exercises
any SAR in whole or in part for cash during a window period determined in
accordance with paragraph (e)(3) of such Rule, then such SAR shall be deemed to
have been exercised on the day during such window period on which the highest
reported last sale price of a share of Common Stock as reported on NASDAQ
occurred and the Fair Market Value of such shares shall be deemed to be such
highest reported last sale price.

         7.7     Nontransferability. Unless otherwise determined by the
Committee and provided in the applicable Agreement, SARs shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order and, except as otherwise
required pursuant to a qualified domestic relations order, SARs may be
exercised during the lifetime of the Holder thereof only by such Holder (or his
or her court appointed legal representative).

                                  Article VIII

                               Restricted Shares

         8.1     Grant. Subject to the limitations of the Plan, the Committee
shall designate those eligible persons to be granted awards of Restricted
Shares, shall determine the time when each such Award shall be granted, whether
shares of Common Stock covered by awards of Restricted Shares will be issued at
the beginning or the end of the Restriction Period and whether Dividend
Equivalents will be paid during the Restriction Period in the event shares of
the Common Stock are to be issued at the end of the Restriction Period, and
shall designate (or set forth the basis for determining) the Vesting Date or
Vesting Dates for each award of Restricted Shares and may prescribe other
restrictions, terms and conditions applicable to the vesting of such Restricted
Shares in addition to those provided in the Plan. The Committee shall determine
the price, if any, to be paid by the Holder for the Restricted Shares;
provided, however, that the issuance of Restricted Shares shall be made for at
least the minimum consideration necessary to permit such Restricted Shares to
be deemed fully paid and nonassessable. All determinations made by the
Committee pursuant to this Section 8.1 shall be specified in the Agreement.

         8.2     Issuance of Restricted Shares at Beginning of the Restriction
Period. If shares of Common Stock are issued at the beginning of the
Restriction Period, the stock certificate or certificates representing such
Restricted Shares shall be registered in the name of the Holder to whom such
Restricted Shares shall have been awarded. During the Restriction Period,
certificates representing the Restricted Shares and any securities constituting
Retained Distributions shall bear a restrictive legend to the effect that
ownership of the Restricted Shares (and such Retained Distributions), and the
enjoyment of all rights appurtenant thereto, are subject to the restrictions,





                                      -11-
<PAGE>   12
terms and conditions provided in the Plan and the applicable Agreement. Such
certificates shall remain in the custody of the Company and the Holder shall
deposit with the Company stock powers or other instruments of assignment, each
endorsed in blank, so as to permit retransfer to the Company of all or any
portion of the Restricted Shares and any securities constituting Retained
Distributions that shall be forfeited or otherwise not become vested in
accordance with the Plan and the applicable Agreement.

         8.3     Restrictions. Restricted Shares issued at the beginning of the
Restriction Period shall constitute issued and outstanding shares of Common
Stock for all corporate purposes. The Holder will have the right to vote such
Restricted Shares, to receive and retain such dividends and distributions, as
the Committee may in its sole discretion designate, paid or distributed on such
Restricted Shares and to exercise all other rights, powers and privileges of a
Holder of Common Stock with respect to such Restricted Shares; except, that (a)
the Holder will not be entitled to delivery of the stock certificate or
certificates representing such Restricted Shares until the Restriction Period
shall have expired and unless all other vesting requirements with respect
thereto shall have been fulfilled or waived; (b) the Company will retain
custody of the stock certificate or certificates representing the Restricted
Shares during the Restriction Period as provided in Section 8.2; (c) other than
such dividends and distributions as the Committee may in its sole discretion
designate, the Company will retain custody of all distributions ("Retained
Distributions") made or declared with respect to the Restricted Shares (and
such Retained Distributions will be subject to the same restrictions, terms and
vesting and other conditions as are applicable to the Restricted Shares) until
such time, if ever, as the Restricted Shares with respect to which such
Retained Distributions shall have been made, paid or declared shall have become
vested, and such Retained Distributions shall not bear interest or be
segregated in a separate account; (d) the Holder may not sell, assign,
transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any
Retained Distributions or his interest in any of them during the Restriction
Period; and (e) a breach of any restrictions, terms or conditions provided in
the Plan or established by the Committee with respect to any Restricted Shares
or Retained Distributions will cause a forfeiture of such Restricted Shares and
any Retained Distributions with respect thereto.

         8.4     Issuance of Stock at End of the Restriction Period. Restricted
Shares issued at the end of the Restriction Period shall not constitute issued
and outstanding shares of Common Stock and the Holder shall not have any of the
rights of a stockholder with respect to the shares of Common Stock covered by
such an award of Restricted Shares, in each case until such shares shall have
been transferred to the Holder at the end of the Restriction Period. If and to
the extent that shares of Common Stock are to be issued at the end of the
Restriction Period, the Holder shall be entitled to receive Dividend
Equivalents with respect to the shares of Common Stock covered thereby either
(i) during the Restriction Period or (ii) in accordance with the rules
applicable to Retained Distributions, as the Committee may specify in the
Agreement.

         8.5     Cash Awards. In connection with any award of Restricted
Shares, an Agreement may provide for the payment of a cash amount to the Holder
of such Restricted Shares at any time after such Restricted Shares shall have
become vested. Such cash awards shall be payable in accordance with such
additional restrictions, terms and conditions as shall be prescribed by the
Committee in





                                      -12-
<PAGE>   13
the Agreement and shall be in addition to any other salary, incentive, bonus or
other compensation payments which such Holder shall be otherwise entitled or
eligible to receive from the Company.

         8.6     Completion of Restriction Period. On the Vesting Date with
respect to each award of Restricted Shares, and the satisfaction of any other
applicable restrictions, terms and conditions (a) all or the applicable portion
of such Restricted Shares shall become vested, (b) any Retained Distributions
and any unpaid Dividend Equivalents with respect to such Restricted Shares
shall become vested to the extent that the Restricted Shares related thereto
shall have become vested and (c) any cash award to be received by the Holder
with respect to such Restricted Shares shall become payable, all in accordance
with the terms of the applicable Agreement. Any such Restricted Shares,
Retained Distributions and any unpaid Dividend Equivalents that shall not
become vested shall be forfeited to the Company and the Holder shall not
thereafter have any rights (including dividend and voting rights) with respect
to such Restricted Shares, Retained Distributions and any unpaid Dividend
Equivalents that shall have been so forfeited. The Committee may, in its
discretion, provide that the delivery of any Restricted Shares, Retained
Distributions and unpaid Dividend Equivalents that shall have become vested,
and payment of any cash awards that shall have become payable, shall be
deferred until such date or dates as the recipient may elect. Any election of a
recipient pursuant to the preceding sentence shall be filed in writing with the
Committee in accordance with such rules and regulations, including any deadline
for the making of such an election, as the Committee may provide.

                                   Article IX

                                  Stock Units

         9.1     Grant. In addition to granting awards of Options, SARs and
Restricted Shares, the Committee shall have authority to grant to eligible
persons awards of Stock Units which may be in the form of Common Stock or
units, the value of which is based, in whole or in part, on the Fair Market
Value of the Common Stock. Subject to the provisions of the Plan, including any
rules established pursuant to Section 9.2, awards of Stock Units shall be
subject to such terms, restrictions, conditions, vesting requirements and
payment rules as the Committee may determine in its sole discretion, which need
not be identical for each Award. The determinations made by the Committee
pursuant to this Section 9.1 shall be specified in the applicable Agreement.

         9.2     Rules. The Committee may, in its sole discretion, establish
any or all of the following rules for application to an award of Stock Units:

                          (a)     Any shares of Common Stock which are part of
                 an award of Stock Units may not be assigned, sold,
                 transferred, pledged or otherwise encumbered prior to the date
                 on which the shares are issued, or if later, the date provided
                 by the Committee at the time of the Award.

                          (b)     Such Awards may provide for the payment of
                 cash consideration by the person to whom such Award is granted
                 or provide that the Award, and Common





                                      -13-
<PAGE>   14
                 Stock to be issued in connection therewith, if applicable,
                 shall be delivered without the payment of cash consideration;
                 provided, however, that the issuance of any shares of Common
                 Stock in connection with an award of Stock Units shall be for
                 at least the minimum consideration necessary to permit such
                 shares to be deemed fully paid and nonassessable.

                          (c)     Awards of Stock Units may relate in whole or
                 in part to performance or other criteria established by the
                 Committee at the time of grant.

                          (d)     Awards of Stock Units may provide for
                 deferred payment schedules, vesting over a specified period of
                 employment, the payment (on a current or deferred basis) of
                 dividend equivalent amounts with respect to the number of
                 shares of Common Stock covered by the Award, and elections by
                 the employee to defer payment of the Award or the lifting of
                 restrictions on the Award, if any.

                          (e)     In such circumstances as the Committee may
                 deem advisable, the Committee may waive or otherwise remove,
                 in whole or in part, any restrictions or limitations to which
                 a Stock Unit Award was made subject at the time of grant.

                                   Article X

                               General Provisions

                 10.1     Acceleration of Options, SARS, Restricted Shares and
                 Stock Units.

                          (a)     Death or Disability. If a Holder's employment
                 shall terminate by reason of death or Disability,
                 notwithstanding any contrary waiting period, installment
                 period, vesting schedule or Restriction Period in any
                 Agreement or in the Plan, unless the applicable Agreement
                 provides otherwise: (i) in the case of an Option or SAR, each
                 outstanding Option or SAR granted under the Plan shall
                 immediately become exercisable in full in respect of the
                 aggregate number of shares covered thereby; (ii) in the case
                 of Restricted Shares, the Restriction Period applicable to
                 each such award of Restricted Shares shall be deemed to have
                 expired and all such Restricted Shares, any related Retained
                 Distributions and any unpaid Dividend Equivalents shall become
                 vested and any cash amounts payable pursuant to the applicable
                 Agreement shall be adjusted in such manner as may be provided
                 in the Agreement, and (iii) in the case of Stock Units, each
                 such award of Stock Units shall become vested in full.

                          (b)     Approved Transactions; Board Change; Control
                 Purchase. In the event of any Approved Transaction, Board
                 Change or Control Purchase, notwithstanding any contrary
                 waiting period, installment period, vesting schedule or
                 Restriction Period in any Agreement or in the Plan, unless the
                 applicable Agreement





                                      -14-
<PAGE>   15
                 provides otherwise: (i) in the case of an Option or SAR, each
                 such outstanding Option or SAR granted under the Plan shall
                 become exercisable in full in respect of the aggregate number
                 of shares covered thereby; (ii) in the case of Restricted
                 Shares, the Restriction Period applicable to each such award
                 of Restricted Shares shall be deemed to have expired and all
                 such Restricted Shares, any related Retained Distributions and
                 any unpaid Dividend Equivalents shall become vested and any
                 cash amounts payable pursuant to the applicable Agreement
                 shall be adjusted in such manner as may be provided in the
                 Agreement, and (iii) in the case of Stock Units, each such
                 award of Stock Units shall become vested in full, in each case
                 effective upon the Board Change or Control Purchase or
                 immediately prior to consummation of the Approved Transaction;
                 provided, however, that any Options, SARs or, if applicable,
                 Stock Units not theretofore exercised shall terminate upon
                 consummation of the Approved Transaction.  Notwithstanding the
                 foregoing, unless otherwise provided in the applicable
                 Agreement, the Committee may, in its discretion, determine
                 that any or all outstanding Awards of any or all types granted
                 pursuant to the Plan will not vest or become exercisable on an
                 accelerated basis in connection with an Approved Transaction
                 and/or will not terminate if not exercised prior to
                 consummation of the Approved Transaction, if the Board or the
                 surviving or acquiring corporation, as the case may be, shall
                 have taken, or made effective provision for the taking of,
                 such action as in the opinion of the Committee is equitable
                 and appropriate to substitute a new Award for such Award or to
                 assume such Award and in order to make such new or assumed
                 Award, as nearly as may be practicable, equivalent to the old
                 Award (before giving effect to any acceleration of the vesting
                 or exercisability thereof), taking into account, to the extent
                 applicable, the kind and amount of securities, cash or other
                 assets into or for which the Common Stock may be changed,
                 converted or exchanged in connection with the Approved
                 Transaction.

                 10.2     Termination of Employment.

                          (a)     General. If a Holder's employment shall
                 terminate prior to the complete exercise of an Option or SAR
                 (or deemed exercise thereof, as provided in Section 7.2) or
                 during the Restriction Period with respect to any Restricted
                 Shares or prior to the vesting or complete exercise of any
                 Stock Units, then such Option, SAR or Stock Unit shall
                 thereafter be exercisable, and the Holder's rights to any
                 unvested Restricted Shares, Retained Distributions, unpaid
                 Dividend Equivalents and cash amounts and any such unvested
                 Stock Units shall thereafter vest solely to the extent
                 provided in the applicable Agreement; provided, however, that
                 (i) no Option or SAR may be exercised after the scheduled
                 expiration date thereof, (ii) if the Holder's employment
                 terminates by reason of death or Disability, the Option or SAR
                 shall remain exercisable for a period of at least one year
                 following such termination (but not later than the scheduled
                 expiration of such Option or SAR); and (iii) any termination
                 by the Company for cause will be treated in accordance with
                 the provisions of Section 10.2.





                                      -15-
<PAGE>   16
                          (b)     Termination by Company for Cause. If a
                 Holder's employment with the Company or a Subsidiary shall be
                 terminated by the Company or such Subsidiary during the
                 Restriction Period with respect to any Restricted Shares, or
                 prior to the exercise of any Option or SAR, or prior to the
                 vesting or exercise of any Stock Unit, for cause (for these
                 purposes, cause shall have the meaning ascribed thereto in any
                 employment agreement to which such Holder is a party or, in
                 the absence thereof, shall include but not be limited to,
                 insubordination, dishonesty, incompetence, moral turpitude,
                 other misconduct of any kind and the refusal to perform his
                 duties and responsibilities for any reason other than illness
                 or incapacity; provided, however, that if such termination
                 occurs within 12 months after an Approved Transaction, Control
                 Purchase or Board Change, termination for cause shall mean
                 only a felony conviction for fraud, misappropriation or
                 embezzlement), then (i) all Options and SARs and all unvested
                 or unexercised Stock Units held by such Holder shall
                 immediately terminate and (ii) such Holder's rights to all
                 Restricted Shares, Retained Distributions, any unpaid Dividend
                 Equivalents and any cash awards shall be forfeited
                 immediately.

                          (c)     Miscellaneous. The Committee may determine
                 whether any given leave of absence constitutes a termination
                 of employment; provided, however, that for purposes of the
                 Plan (i) a leave of absence, duly authorized in writing by the
                 Company for military service or sickness, or for any other
                 purpose approved by the Company if the period of such leave
                 does not exceed 90 days, and (ii) a leave of absence in excess
                 of 90 days, duly authorized in writing by the Company,
                 provided the employee's right to reemployment is guaranteed
                 either by statute or contract, shall not be deemed a
                 termination of employment. Awards made under the Plan shall
                 not be affected by any change of employment so long as the
                 Holder continues to be an employee of the Company or any
                 Subsidiary.

         10.3    Right of company to Terminate Employment. Nothing contained in
the Plan or in any Award, and no action of the Company or the Committee with
respect thereto, shall confer or be construed to confer on any Holder any right
to continue in the employ of the Company or any of its Subsidiaries or
interfere in any way with the right of the Company or a Subsidiary to terminate
the employment of the Holder at any time, with or without cause; subject,
however, to the provisions of any employment agreement between the Holder and
the Company or any Subsidiary.

         10.4    Nonalienation of Benefits. No right or benefit under the Plan
shall be subject to anticipation, alienation, sale, assignment, hypothecation,
pledge, exchange, transfer, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer,
encumber or charge the same shall be void.  No right or benefit hereunder shall
in any manner be liable for or subject to the debts, contracts, liabilities or
torts of the person entitled to such benefits.

         10.5    Written Agreement. Each grant of an Option under the Plan
shall be evidenced by a stock option agreement which shall designate the
Options granted thereunder as Nonqualified





                                      -16-
<PAGE>   17
Stock Options; each SAR shall be evidenced by a stock appreciation rights
agreement; each award of Restricted Shares shall be evidenced by a restricted
shares agreement and each award of Stock Units shall be evidenced by a stock
units agreement, each in such form and containing such terms and provisions not
inconsistent with the provisions of the Plan as the Committee from time to time
shall approve; provided, however, that if more than one type of Award is made
to the same Holder, such Awards may be evidenced by a single agreement with
such Holder. Each grantee of an Option, SAR, Restricted Shares or Stock Units
shall be notified promptly of such grant and a written agreement shall be
promptly executed and delivered by the Company and the grantee, provided that,
in the discretion of the Committee, such grant of Options, SARS, Restricted
Shares or Stock Units shall terminate if such written agreement is not signed
by such grantee (or his attorney) and delivered to the Company within 60 days
after the date the Committee approved such grant. Any such written agreement
may contain (but shall not be required to contain) such provisions as the
Committee deems appropriate (i) to insure that the penalty provisions of
Section 4999 of the Code will not apply to any stock or cash received by the
Holder from the Company or (ii) to provide cash payments to the Holder to
mitigate the impact of such penalty provisions upon the Holder. Any such
agreement may be supplemented or amended from time to time as approved by the
Committee as contemplated by Section 10.8(b).

         10.6    Designation of Beneficiaries. Each person who shall be granted
an Award under the Plan may designate a beneficiary or beneficiaries and may
change such designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Committee on a form to be prescribed by
it, provided that no such designation shall be effective unless so filed prior
to the death of such person.

         10.7    Right of First Refusal. The Agreements may contain such
provisions as the Committee shall determine to the effect that if a Holder
elects to sell all or any shares of Common Stock that such Holder acquired upon
the exercise of an Option or SAR or upon the vesting of Restricted Shares or
Stock Units awarded under the Plan, then such Holder shall not sell such shares
unless such Holder shall have first offered in writing to sell such shares to
the Company at Fair Market Value on a date specified in such offer (which date
shall be at least three business days and not more than ten business days
following the date of such offer). In any such event, certificates representing
shares issued upon exercise of Options or SARs and the vesting of Restricted
Shares or Stock Units shall bear a restrictive legend to the effect that
transferability of such shares are subject to the restrictions contained in the
Plan and the applicable Agreement and the Company may cause the transfer agent
for the Common Stock to place a stop transfer order with respect to such
shares.

         10.8    Termination and Amendment.

                 (a)     General. Unless the Plan shall theretofore
         have been terminated as hereinafter provided, no Awards may be
         made under the Plan on or after the tenth anniversary of the
         Effective Date. The Board or the Committee may at any time
         prior to the tenth anniversary of the Effective Date terminate
         the Plan, and may, from





                                      -17-
<PAGE>   18
         time to time, suspend or discontinue the Plan or modify or
         amend the Plan in such respects as it shall deem advisable.

                 (b)     Modification. No termination, modification or
         amendment of the Plan may, without the consent of the person
         to whom any Award shall theretofore have been granted,
         adversely affect the rights of such person with respect to
         such Award. No modification, extension, renewal or other
         change in any Award granted under the Plan shall be made after
         the grant of such Award, unless the same is consistent with
         the provisions of the Plan. With the consent of the Holder and
         subject to the terms and conditions of the Plan (including
         Section 10.8(a)), the Committee may amend outstanding
         Agreements with any Holder, including, without limitation, any
         amendment which would (i) accelerate the time or times at
         which the Award may be exercised and/or (ii) extend the
         scheduled expiration date of the Award.  Without limiting the
         generality of the foregoing, the Committee may, but solely
         with the Holder's consent unless otherwise provided in the
         Agreement, agree to cancel any Award under the Plan and issue
         a new Award in substitution therefor, provided that the Award
         so substituted shall satisfy all of the requirements of the
         Plan as of the date such new Award is made. Nothing contained
         in the foregoing provisions of this Section 10.08(b) shall be
         construed to prevent the Committee from providing in any
         Agreement that the rights of the Holder with respect to the
         Award evidenced thereby shall be subject to such rules and
         regulations as the Committee may, subject to the express
         provisions of the Plan, adopt from time to time, or impair the
         enforceability of any such provision.

         10.9    Government and Other Regulations. The obligation of the
Company with respect to Awards shall be subject to all applicable laws, rules
and regulations and such approvals by any governmental agencies as may be
required, including, without limitation, the effectiveness of any registration
statement required under the Securities Act of 1933, and the rules and
regulations of any securities exchange or association on which the Common Stock
may be listed or quoted. For so long as the Common Stock is registered under
the Exchange Act, the Company shall use its reasonable efforts to comply with
any legal requirements (i) to maintain a registration statement in effect under
the Securities Act of 1933 with respect to all shares of Common Stock that may
be issued to Holders under the Plan, and (ii) to file in a timely manner all
reports required to be filed by it under the Exchange Act.

         10.10   Withholding. The Company's obligation to deliver shares of
Common Stock or pay cash in respect of any Award under the Plan shall be
subject to applicable federal, state and local tax withholding requirements.
Federal, state and local withholding tax due at the time of an Award, upon the
exercise of any Option or SAR or upon the vesting of, or expiration of
restrictions with respect to, Restricted Shares or Stock Units, as appropriate,
may, in the discretion of the Committee, be paid in shares of Common Stock
already owned by the Holder or through the withholding of shares otherwise
issuable to such Holder, upon such terms and conditions (including, without
limitation, the conditions referenced in Section 6.6) as the Committee shall
determine. If the Holder shall fail to pay, or make arrangements satisfactory
to the Committee for the payment, to the





                                      -18-
<PAGE>   19
Company of all such federal, state and local taxes required to be withheld by
the Company, then the Company shall, to the extent permitted by law, have the
right to deduct from any payment of any kind otherwise due to such Holder an
amount equal to any federal, state or local taxes of any kind required to be
withheld by the Company with respect to such Award.

         10.11   Separability. If any provision of this Plan is found not to be
in compliance with applicable law and thereby void or invalid, such provision
shall be null and void to the extent required by law but the other provisions
of this Plan shall remain unaffected.

         10.12   Non-Exclusivity of the Plan. The adoption of the Plan by the
Board shall not be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options and the awarding
of stock and cash otherwise then under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.

         10.13   Exclusion from Pension and Profit-Sharing Computation. By
acceptance of an Award, unless otherwise provided in the applicable Agreement,
each Holder shall be deemed to have agreed that such Award is special incentive
compensation that will not be taken into account, in any manner, as salary,
compensation or bonus in determining the amount of any payment under any
pension, retirement or other employee benefit plan, program or policy of the
Company or any Subsidiary. In addition, each beneficiary of a deceased Holder
shall be deemed to have agreed that such Award will not affect the amount of
any life insurance coverage, if any, provided by the Company on the life of the
Holder which is payable to such beneficiary under any life insurance plan
covering employees of the Company or any Subsidiary.

         10.14   Unfunded Plan. Neither the Company nor any Subsidiary shall be
required to segregate any cash or any shares of Common Stock which may at any
time be represented by Awards and the Plan shall constitute an "unfunded" plan
of the Company. Except as provided in Article VII with respect to awards of
Restricted Shares and except as expressly set forth in writing, no employee
shall have voting or other rights with respect to shares of Common Stock prior
to the delivery of such shares. Neither the Company nor any Subsidiary shall,
by any provisions of the Plan, be deemed to be a trustee of any Common Stock or
any other property, and the liabilities of the Company and any Subsidiary to
any employee pursuant to the Plan shall be those of a debtor pursuant to such
contract obligations as are created by or pursuant to the Plan, and the rights
of any employee, former employee or beneficiary under the Plan shall be limited
to those of a general creditor of the Company or the applicable Subsidiary, as
the case may be. In its sole discretion, the Board may authorize the creation
of trusts or other arrangements to meet the obligations of the Company under
the Plan, provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.

         10.15   Governing Law. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware.





                                      -19-
<PAGE>   20
         10.16   Accounts. The delivery of any shares of Common Stock and the
payment of any amount in respect of an Award shall be for the account of the
Company or the applicable Subsidiary, as the case may be, and any such delivery
or payment shall not be made until the recipient shall have paid or made
satisfactory arrangements for the payment of any applicable withholding taxes
as provided in Section 10.10.

         10.17   Legends. In addition to any legend contemplated by Section
10.7, each certificate evidencing Common Stock subject to an Award shall bear
such legends as the Committee deems necessary or appropriate to reflect or
refer to any terms, conditions or restrictions of the Award applicable to such
shares, including, without limitation, any to the effect that the shares
represented thereby may not be disposed of unless the Company has received an
opinion of counsel, acceptable to the Company, that such disposition will not
violate any federal or state securities laws.

         10.18   Company's Rights. The grant of Awards pursuant to the Plan
shall not affect in any way the right or power of the Company to make
reclassifications, reorganizations or other changes of or to its capital or
business structure or to merge, consolidate, liquidate, sell or otherwise
dispose of all or any part of its business or assets.





                                      -20-