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                                                                   Exhibit 10.15

                                HAWK CORPORATION
                          2000 LONG TERM INCENTIVE PLAN

         SECTION 1. PURPOSE. The purposes of the Hawk Corporation 2000 Long Term
Incentive Plan (the "Plan") are to encourage employees of Hawk Corporation (the
"Company") to acquire a proprietary and vested interest in the growth and
performance of the Company, to generate an increased incentive to contribute to
the Company's future success and prosperity, thus enhancing the value of the
Company for the benefit of share owners, and to enhance the ability of the
Company to attract and retain individuals of exceptional managerial talent upon
whom, in large measure, the sustained progress, growth and profitability of the
Company depends.

         SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall
have the meanings set forth below:

         (a) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Share, Performance Unit, Dividend Equivalent, Other
Stock Unit Award, or any other right, interest, or option relating to Shares or
other securities of the Company granted pursuant to the provisions of the Plan.

         (b) "Award Agreement" shall mean any written agreement, contract, or
other instrument or document evidencing any Award granted by the Committee
hereunder and signed by both the Company and the Participant.

         (c) "Board" shall mean the Board of Directors of the Company.

         (d)  "Change in Control" shall mean the following:

                  (i)      In the event of a Change in Control (a defined below)
                           of the Company, all Options then outstanding shall
                           become fully exercisable as of the date of the Change
                           in Control, whether or not then exercisable (subject
                           to the limitation that any Award which has been
                           outstanding less than six (6) months on the date of
                           the Change in Control shall not be afforded such
                           treatment); provided, however, that this provision
                           shall not apply to any Change in Control when
                           expressly provided otherwise by a three-fourths vote
                           of the Whole Board, but only if a majority of the
                           members of the Board then in office and acting upon
                           such matters shall be Continuing Directors.

                  (ii)     A Change in Control of the Company shall have
                           occurred when any Acquiring Person (other than (i)
                           the Company or any Subsidiary, (ii) any employee
                           benefit plan of the Company or any Subsidiary or any
                           trustee of or fiduciary with respect to any such plan
                           when acting in such capacity, or (iii) any person
                           who, on the Effective Date of the Plan, is an
                           Affiliate of this Company and owning in excess of ten
                           percent (10%) of the outstanding Shares of the
                           Company and the respective successors,



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                           executors, legal representatives, heirs and legal
                           assigns of such person), alone or together with its
                           Affiliates and Associates, has acquired or obtained
                           the right to acquire the beneficial ownership of
                           twenty-five percent (25%) or more of the Shares then
                           outstanding (except pursuant to an offer for all
                           outstanding Shares of the Company at a price and upon
                           such terms and conditions as a majority of the
                           Continuing Directors determine to be in the best
                           interests of the Company and its shareholders (other
                           than the Acquiring Person or any Affiliate or
                           Associate thereof on whose behalf the offer is being
                           made)).

                  (iii)    "Acquiring Person" means any person (any individual,
                           firm, corporation or other entity) who or which,
                           together with all Affiliates and Associates, has
                           acquired or obtained the right to acquire the
                           beneficial ownership of twenty-five percent (25%) or
                           more of the Shares then outstanding.

                  (iv)     "Affiliate" and "Associate" shall have the respective
                           meanings ascribed to such terms in Rule 12b-2 of the
                           General Rules and Regulations under the Exchange Act.

                  (v)      "Continuing Director" means any person who was a
                           member of the Board on the Effective Date of the Plan
                           or thereafter was elected by the holders of common
                           shares or the holders of Series D Preferred Shares or
                           appointed by the Board or the holders of Series D
                           Preferred Shares prior to the date as of which any
                           person together which all Affiliates and Associates
                           became an Acquiring Person.

                  (vi)     "Whole Board" means the total number o directors
                           which the Company would have if there were no
                           vacancies.

         (e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.

         (f) "Committee" shall mean the Compensation Committee of the Board
(including any subcommittee of directors) that has the authority to establish
and administer performance goals described in Treas. Reg. ss. 1.162-27(e)(2).

         (g) "Company" shall mean Hawk Corporation, a Delaware corporation.

         (h) "Covered Employee" shall mean a "covered employee" within the
meaning of Section 162(m)(3) of the Code.

         (i) "Disinterested Person" shall have the meaning set forth in Rule
16b-3(d)(3) promulgated by the Securities and Exchange Commission under the
Exchange Act or any successor definition adopted by the Securities and Exchange
Commission.

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         (j) "Dividend Equivalent" shall mean any right granted pursuant to
Section 14(h) hereof.

         (k) "Employee" shall mean any employee of the Company, a subsidiary of
the Company, or of any Affiliate. Unless otherwise determined by the Committee
in its sole discretion, for purposes of the Plan, an Employee shall be
considered to have terminated employment and to have ceased to be an Employee if
his or her employer ceases to be an Affiliate, even if he or she continues to be
employed by such employer.

         (l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

         (m) "Fair Market Value" shall mean, with respect to any property, the
fair market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee.

         (n) "Incentive Stock Option" shall mean an Option granted under Section
6 hereof that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.

         (o) "Nonstatutory Stock Option" shall mean an Option granted under
Section 6 hereof that is not intended to be an Incentive Stock Option.

         (p) "Option" shall mean any right granted to a Participant under the
Plan allowing such Participant to purchase Shares at such price or prices and
during such period or periods as the Committee shall determine.

         (q) "Other Stock Unit Award" shall mean any right granted to a
Participant by the Committee pursuant to Section 10 hereof.

         (r) "Participant" shall mean an Employee who is selected by the
Committee to receive an Award under the Plan.

         (s) "Performance Award" shall mean any Award of Performance Shares or
Performance Units pursuant to Section 9 hereof.

         (t) "Performance Period" shall mean that period established by the
Committee at the time any Performance Award is granted or at any time thereafter
during which any performance goals specified by the Committee with respect to
such Award are to be measured.

         (u) "Performance Share" shall mean any grant pursuant to Section 9
hereof of a unit valued by reference to a designated number of Shares, which
value may be paid to the Participant by delivery of such property as the
Committee shall determine, including, without limitation, cash, Shares, or any
combination thereof, upon achievement of such performance goals during the
Performance Period as the Committee shall establish at the time of such grant or
thereafter.

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         (v) "Performance Unit" shall mean any grant pursuant to Section 9
hereof of a unit valued by reference to a designated amount of property other
than Shares, which value may be paid to the Participant by delivery of such
property as the Committee shall determine, including, without limitation, cash,
Shares, or any combination thereof, upon achievement of such performance goals
during the Performance Period as the Committee shall establish at the time of
such grant or thereafter.

         (w) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, limited
liability company, other entity or government or political subdivision thereof.

         (x) "Restricted Stock" shall mean any Share issued with the restriction
that the holder may not sell, transfer, pledge, or assign such Share and with
such other restrictions as the Committee, in its sole discretion, may impose
(including, without limitation, any restriction on the right to vote such Share,
and the right to receive any cash dividends), which restrictions may lapse
separately or in combination at such time or times, in installments or
otherwise, as the Committee may deem appropriate.

         (y) "Restricted Stock Award" shall mean an award of Restricted Stock
under Section 8 hereof.

         (z) "Shares" shall mean the shares of common stock, $.01 par value, of
the Company and such other securities of the Company as the Committee may from
time to time determine.

         (aa) "Stock Appreciation Right" shall mean any right granted to a
Participant pursuant to Section 7 hereof to receive, upon exercise by the
Participant, the excess of (i) the Fair Market Value of one Share on the date of
exercise or, if the Committee shall so determine in the case of any such right
other than one related to any Incentive Stock Option, at any time during a
specified period before the date of exercise over (ii) the grant price of the
right on the date of grant, or if granted in connection with an outstanding
Option on the date of grant of the related Option, as specified by the Committee
in its sole discretion, which, other than in the case of Substitute Awards,
shall not be less than the Fair Market Value of one Share on such date of grant
of the right or the related Option, as the case may be. Any payment by the
Company in respect of such right may be made in cash, Shares, other property, or
any combination thereof, as the Committee, in its sole discretion, shall
determine.

         (bb) "Subsidiary" shall mean any corporation, partnership, limited
liability company or business trust, control of which is owned directly or
indirectly by the Company, provided, for the purposes of any Incentive Stock
Option, it shall have the same meaning as the term "subsidiary corporation" as
defined in Section 424 of the Code.

         SECTION 3. ADMINISTRATION. The Plan shall be administered by the
Committee. The Committee shall have full power and authority, subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may
from time to time be adopted by the Board, to: (i) select the Employees of the
Company to whom Awards may from time to time be granted

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hereunder; (ii) determine the type or types of Award to be granted to each
Participant hereunder; (iii) determine the number of Shares to be covered by
each Award granted hereunder; (iv) determine the terms and conditions, not
inconsistent with the provisions of the Plan, of any Award granted hereunder;
(v) determine whether, to what extent and under what circumstances Awards may be
settled in cash, Shares or other property or canceled or suspended; (vi)
determine whether, to what extent and under what circumstances cash, Shares and
other property and other amounts payable with respect to an Award under this
Plan shall be deferred either automatically or at the election of the
Participant; (vii) interpret and administer the Plan and any instrument or
agreement entered into under the Plan; (viii) establish such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for administration
of the Plan. Decisions of the Committee shall be final, conclusive and binding
upon all persons, including the Company, any Participant, any stockholder, and
any employee of the Company or of any Affiliate. A majority of the members of
the Committee may determine its actions and fix the time and place of its
meetings. Notwithstanding the foregoing, upon recommendation of the Committee,
in order to establish a basis for an exemption from Section 16(b) liability
pursuant to the Exchange Act, any Award may be submitted to the Board of
Directors for its approval.

         SECTION 4. DURATION OF, AND SHARES SUBJECT TO PLAN.

         (a) TERM. The Plan shall remain in effect until terminated by the
Board, provided, however, that no Incentive Stock Option may be granted more
than ten (10) years after the effective date of this Plan determined in
accordance with Section 14(I) of the Plan.

         (b) SHARES SUBJECT TO THE PLAN.  The maximum number of Shares in
respect for which Awards may be granted under the Plan, subject to adjustment as
provided in Section 4(c) of the Plan, is 700,000.

         For the purpose of computing the total number of Shares available for
Awards under the Plan, there shall be counted against the foregoing limitations
the number of Shares issued and subject to issuance upon exercise or settlement
of Awards as of the dates on which such Awards are granted. The Shares which
were previously subject to Awards shall again be available to Awards under the
Plan if any such Awards are forfeited, terminated, expire unexercised, settled
in cash or exchanged for other Awards (to the extent of such forfeiture or
expiration of such Awards), or if the Shares subject thereto can otherwise no
longer be issued. Further, any Shares which are used as full or partial payment
to the Company by a Participant of the purchase price of Shares upon exercise of
a Stock Option shall again be available for Awards under the Plan.

         Shares which may be issued under the Plan may be either authorized and
unissued shares or issued shares which have been reacquired by the Company. No
fractional shares shall be issued under the Plan.

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        (c) CHANGES IN SHARES. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, reverse stock
split, spin off or similar transaction or other change in corporate structure
affecting the Shares, such adjustments and other substitutions shall be made to
the Plan and to Awards as the Committee in its sole discretion deems equitable
or appropriate, including without limitation such adjustments in the aggregate
number, class and kind of Shares which may be delivered under the Plan, in the
aggregate or to any one Participant, in the number, class, kind and option or
exercise price of Shares subject to outstanding Options, Stock Appreciation
Rights or other Awards granted under the Plan, and in the number, class and kind
of Shares subject to, Awards granted under the Plan (including, if the Committee
deems appropriate, the substitution of similar options to purchase the shares
of, or other awards denominated in the shares of, another company) as the
Committee may determine to be appropriate in its sole discretion, provided that
the number of Shares or other securities subject to any Award shall always be a
whole number.

        SECTION 5. ELIGIBILITY. Any Employee (excluding any member of the
Committee) shall be eligible to be selected as a Participant.

        SECTION 6. STOCK OPTIONS. Options may be granted hereunder to
Participants either alone or in addition to other Awards granted under the Plan.
Any Option granted under the Plan shall be evidenced by an Award Agreement in
such form as the Committee may from time to time approve. Any such Option shall
be subject to the following terms and conditions and to such additional terms
and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall deem desirable:

         (a) OPTION PRICE. The purchase price per Share purchasable under an
Option shall be determined by the Committee in its sole discretion; provided
that such purchase price shall not be less than the Fair Market Value of the
Share on the date of the grant of the Option.

         (b) OPTION PERIOD. The term of each Option shall be fixed by the
Committee in its sole discretion; provided that no Incentive Stock Option shall
be exercisable after the expiration of ten years from the date the Option is
granted.

         (c) EXERCISABILITY. Options shall be exercisable at such time or times
as determined by the Committee at or subsequent to grant. Unless otherwise
determined by the Committee at or subsequent to grant, no Incentive Stock Option
shall be exercisable during the year ending on the day before the first
anniversary date of the granting of the Incentive Stock Option.

         (d) METHOD OF EXERCISE. Subject to the other provisions of the Plan and
any applicable Award Agreement, any Option may be exercised by the Participant
in whole or in part at such time or times, and the Participant may make payment
of the option price in such form or forms, including, without limitation,
payment by delivery of cash, Shares or other consideration (including, where
permitted by law and the Committee, Awards) having a Fair Market Value on the
exercise date equal to the total option price, or by any combination of cash,
Shares and other consideration as the Committee may specify in the applicable
Award Agreement.

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         (e) INCENTIVE STOCK OPTIONS. In accordance with rules and procedures
established by the Committee, the aggregate Fair Market Value (determined as of
the time of grant) of the Shares with respect to which Incentive Stock Options
held by any Participant which are exercisable for the first time by such
Participant during any calendar year under the Plan (and under any other benefit
plans of the Company or of any parent or subsidiary corporation of the Company)
shall not exceed $100,000 or, if different, the maximum limitation in effect at
the time of grant under Section 422 of the Code, or any successor provision, and
any regulations promulgated thereunder. The terms of any Incentive Stock Option
granted hereunder shall comply in all respects with the provisions of Section
422 of the Code, or any successor provision, and any regulations promulgated
thereunder.

        SECTION 7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be
granted hereunder to Participants either alone or in addition to other Awards
granted under the Plan and may, but need not, relate to a specific Option
granted under Section 6. The provisions of Stock Appreciation Rights need not be
the same with respect to each recipient. Any Stock Appreciation Right related to
a Nonstatutory Stock Option may be granted at the same time such Option is
granted or at any time thereafter before exercise or expiration of such Option.
Any Stock Appreciation Right related to an Incentive Stock Option must be
granted at the same time such Option is granted. In the case of any Stock
Appreciation Right related to any Option, the Stock Appreciation Right or
applicable portion thereof shall terminate and no longer be exercisable upon the
termination or exercise of the related Option, except that a Stock Appreciation
Right granted with respect to less than the full number of Shares covered by a
related Option shall not be reduced until the exercise or termination of the
related Option exceeds the number of shares not covered by the Stock
Appreciation Right. Any Option related to any Stock Appreciation Right shall no
longer be exercisable to the extent the related Stock Appreciation Right has
been exercised. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it shall deem appropriate.

        SECTION 8. RESTRICTED STOCK.

         (a) ISSUANCE. Restricted Stock Awards may be issued hereunder to
Participants, for no cash consideration or for such minimum consideration as may
be required by applicable law, either alone or in addition to other Awards
granted under the Plan. The provisions of Restricted Stock Awards need not be
the same with respect to each recipient.

         (b) REGISTRATION. Any Restricted Stock issued hereunder may be
evidenced in such manner as the Committee in its sole discretion shall deem
appropriate, including, without limitation, book-entry registration or issuance
of a stock certificate or certificates. In the event any stock certificate is
issued in respect of shares of Restricted Stock awarded under the Plan,
such certificate shall be registered in the name of the Participant, and shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award.

         (c) FORFEITURE. Except as otherwise determined by the Committee at the
time of grant, upon termination of employment for any reason during the
restriction period, all shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant and reacquired by

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the Company; provided that except as provided in Section 12, in the event of a
Participant's retirement, permanent disability, other termination of employment
or death, or in cases of special circumstances, the Committee may, in its sole
discretion, when it finds that a waiver would be in the best interests of the
Company, waive in whole or in part any or all remaining restrictions with
respect to such Participant's shares of Restricted Stock. Unrestricted Shares,
evidenced in such manner as the Committee shall deem appropriate, shall be
issued to the grantee promptly after the period of forfeiture, as determined or
modified by the Committee, shall expire.

        SECTION 9. PERFORMANCE AWARDS. Performance Awards may be issued
hereunder to Participants, for no cash consideration or for such minimum
consideration as may be required by applicable law, either alone or in addition
to other Awards granted under the Plan. The performance criteria to be achieved
during any Performance Period and the length of the Performance Period shall be
determined by the Committee upon the grant of each Performance Award. Except as
provided in Section 11, Performance Awards will be distributed only after the
end of the relevant Performance Period. Performance Awards may be paid in cash,
Shares, other property or any combination thereof, in the sole discretion of the
Committee at the time of payment. The performance levels to be achieved for each
Performance Period and the amount of the Award to be distributed shall be
conclusively determined by the Committee. Performance Awards may be paid in a
lump sum or in installments following the close of the Performance Period.

         SECTION 10. OTHER STOCK UNIT AWARDS.

         (a) STOCK AND ADMINISTRATION. Other Awards of Shares and other Awards
that are valued in whole or in part by reference to, or are otherwise based on,
Shares or other property ("Other Stock Unit Awards") may be granted hereunder to
Participants, either alone or in addition to other Awards granted under the
Plan. Other Stock Unit Awards may be paid in Shares, other securities of the
Company, cash or any other form of property as the Committee shall determine.
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Employees of the Company to whom and the
time or times at which such Awards shall be made, the number of shares of Stock
to be granted pursuant to such Awards, and all other conditions of the Awards.
The provisions of Other Stock Unit Awards need not be the same with respect to
each recipient.

         (b) TERMS AND CONDITIONS. Shares (including securities convertible into
Shares) granted under this Section 10 may be issued for no cash consideration or
for such minimum consideration as may be required by applicable law; Shares
(including securities convertible into Shares) purchased pursuant to a purchase
right awarded under this Section 10 shall be purchased for such consideration as
the Committee shall in its sole discretion determine, which shall not be
less than the Fair Market Value of such Shares or other securities as of the
date such purchase right is awarded.

         SECTION 11.  CHANGE IN CONTROL PROVISIONS.

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         (a) IMPACT OF EVENT. Notwithstanding any other provision of the Plan to
the contrary, unless the Committee shall determine otherwise at the time of
grant with respect to a particular Award, in the event of a Change in Control:

                  (i)      Any Options and Stock Appreciation Rights outstanding
                           as of the date such Change in Control is determined
                           to have occurred, and which are not then exercisable
                           and vested, shall become fully exercisable and vested
                           to the full extent of the original grant; provided,
                           that in the case of a Participant holding a Stock
                           Appreciation Right who is actually subject to Section
                           16(b) of the Exchange Act, such Stock Appreciation
                           Right shall not become fully vested and exercisable
                           unless it shall have been outstanding for at least
                           six months at the date such Change in Control is
                           determined to have occurred.

                  (ii)     The restrictions and deferral limitations applicable
                           to any Restricted Stock shall lapse, and such
                           Restricted Stock shall become free of all
                           restrictions and limitations and become fully vested
                           and transferable to the full extent of the original
                           grant.

                  (iii)    All Performance Awards shall be considered to be
                           earned and payable in full, and any deferral or other
                           restriction shall lapse and such Performance Awards
                           shall be immediately settled or distributed.

                  (iv)     The restrictions and deferral limitations and other
                           conditions applicable to any Other Stock Awards or
                           any other Awards shall lapse, and such Other Stock
                           Awards or such other Awards shall become free of all
                           restrictions, limitations or conditions and become
                           fully vested and transferable to the full extent of
                           the original grant.

         (b) CHANGE IN CONTROL CASH-OUT. Notwithstanding any other provision of
the Plan, during the 60-day period from and after a Change in Control (the
"Exercise Period"), if the Committee shall determine at, or at any time after,
the time of grant, a Participant holding an Option shall have the right, whether
or not the Option is fully exercisable and in lieu of the payment of the
purchase price for the Shares being purchased under the Option and by giving
notice to the Company, to elect (within the Exercise Period) to surrender all or
part of the Option to the Company and to receive cash, within 30 days of such
notice, in an amount equal to the amount by which the Change in Control Price
per Share on the date of such election shall exceed the purchase price per Share
under the Option (the "Spread") multiplied by the number of Shares granted under
the Option as to which the right granted under this Section 11(b) shall have
been exercised; provided, that if the Change in Control is within six months of
the date of grant of a particular Option held by a Participant who is an officer
or director of the Company and is subject to Section 16(b) of the Exchange Act,
no such election shall be made by such Participant with respect to such Option
prior to six months from the date of grant. However, if the end of such 60-day
period from and after a Change in Control is within six months of the date of
grant of an Option held by a Participant who is an officer or director of the
Company and is subject to

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Section 16(b) of the Exchange Act, such Option (unless theretofore
exercised) shall be canceled in exchange for a cash payment to the Participant,
effected on the day which is six months and one day after the date of grant of
such Option, equal to the Spread multiplied by the number of Shares granted
under the Option.

         (c) Notwithstanding any other provision of this Plan, if any right
granted pursuant to this Plan would make a Change in Control transaction
ineligible for pooling-of-interests accounting under APB No. 16 that (after
giving effect to any other actions taken to cause such transaction to be
eligible for such pooling-of-interests accounting treatment) but for the nature
of such grant would otherwise be eligible for such accounting treatment, the
Committee shall have the ability to substitute for the cash payable pursuant to
such right Shares with a Fair Market Value equal to the cash that would
otherwise be payable pursuant thereto.

         (d) Notwithstanding any other provision in this Plan to the contrary,
to the extent the payment of Awards to a Participant upon a Change in Control
constitutes an "excess parachute payment" within the meaning of Section 280G of
the Code such payment shall not be made to such extent (a "Parachute Payment").
The Committee will have complete discretion in determining the extent to which
the payment of Awards to a Participant constitutes a Parachute Payment and may
take any action permitted under Section 19 of this Plan to prevent all or any
portion of such payment from constituting a Parachute Payment.

         SECTION 12. CODE SECTION 162(m) PROVISIONS.

         (a) Notwithstanding any other provision of this Plan, if the Committee
determines at the time Restricted Stock, a Performance Award or an Other Stock
Unit Award is granted to a Participant that such Participant is, or is likely to
be at the time he or she recognizes income for federal income tax purposes in
connection with such Award, a Covered Employee, then the Committee may provide
that this Section 12 is applicable to such Award.

         (b) If an Award is subject to this Section 12, then the lapsing of
restrictions thereon and the distribution of cash, Shares or other property
pursuant thereto, as applicable, shall be subject to the achievement of one or
more objective performance goals established by the Committee, which are
presently based on the attainment of a combination of the following: EBITDA,
earnings per share from continuing operations, internal growth, new product
development and economic value added, and may be modified to also include any of
the following: operating income, revenues, gross margin, return on operating
assets, return on equity, stock price appreciation, total stockholder return
(measured in terms of stock price appreciation and dividend growth), or cost
control, of the Company or the Affiliate or Subsidiary of the Company for or
within which the Participant is primarily employed. The Committee may modify the
goals of any Performance Award so as to enhance the incentive. Such Performance
Goals also may be based upon the attaining specified levels of Company
performance under one or more of the measures described above relative to the
performance of other corporations. Such performance goals shall be set by the
Committee within the time period prescribed by, and shall otherwise comply with
the requirements of, Section 162(m) of the Code and the regulations thereunder.

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         (c) Notwithstanding any provision of this Plan other than Section 11,
with respect to any Award that is subject to this Section 12, the Committee may
not adjust upwards the amount payable pursuant to such Award, nor may it waive
the achievement of the applicable performance goals except in the case of the
death or disability of the Participant.

         (d) The Committee shall have the power to impose such other
restrictions on Awards subject to this Section 12 as it may deem necessary or
appropriate to ensure that such Awards satisfy all requirements for
"performance-based compensation" within the meaning of Section 162(m)(4)(B) of
the Code or any successor thereto.

         SECTION 13. AMENDMENTS AND TERMINATION.

               The Board may amend, alter or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made that would impair the
rights of an optionee or Participant under an Award theretofore granted, without
the optionee's or Participant's consent, or that without the approval of the
Stockholders would:

         (a) except as is provided in Section 4(c) of the Plan, increase the
total number of shares reserved for the purpose of the Plan; or

         (b) change the employees or class of employees eligible to participate
in the Plan.

               The Committee may amend the terms of any Award theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any Participant without his consent. The Committee may also substitute
new Awards for previously granted Awards, including without limitation
previously granted Options having higher option prices.

         SECTION 14. GENERAL PROVISIONS.

         (a) Unless the Committee determines otherwise at the time the Award is
granted, no Award, and no Shares subject to Awards described in Section 10 which
have not been issued or as to which any applicable restriction, performance or
deferral period has not lapsed, may be sold, assigned, transferred, pledged or
otherwise encumbered, except by will or by the laws of descent and distribution;
provided that, if so determined by the Committee, a Participant may, in the
manner established by the Committee, designate a beneficiary to exercise the
rights of the Participant with respect to any Award upon the death of the
Participant. Each Award shall be exercisable, during the Participant's lifetime,
only by the Participant or, if permissible under applicable law, by the
Participant's guardian or legal representative.

         (b) The term of each Award shall be for such period of months or years
from the date of its grant as may be determined by the Committee; provided that
in no event shall the term of any Incentive Stock Option or any Stock
Appreciation Right related to any Incentive Stock Option exceed a period of ten
(10) years from the date of its grant.

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<PAGE>   12



         (c) No Employee or Participant shall have any claim to be granted any
Award under the Plan and there is no obligation for uniformity of treatment of
Employees or Participants under the Plan.

         (d) The prospective recipient of any Award under the Plan shall not,
with respect to such Award, be deemed to have become a Participant, or to have
any rights with respect to such Award, until and unless such recipient shall
have executed an agreement or other instrument evidencing the Award and
delivered a fully executed copy thereof to the Company, and otherwise complied
with the then applicable terms and conditions.

         (e) Except as provided in Section 12, the Committee shall be authorized
to make adjustments in Performance Award criteria or in the terms and conditions
of other Awards in recognition of unusual or nonrecurring events affecting the
Company or its financial statements or changes in applicable laws, regulations
or accounting principles. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem desirable to carry it into effect. In the event
the Company shall assume outstanding employee benefit awards or the right or
obligation to make future such awards in connection with the acquisition of
another corporation or business entity, the Committee may, in its discretion,
make such adjustments in the terms of Awards under the Plan as it shall deem
appropriate.

         (f) The Committee shall have full power and authority to determine
whether, to what extent and under what circumstances any Award shall be canceled
or suspended. In particular, but without limitation, all outstanding Awards to
any Participant shall be canceled if the Participant, without the consent of the
Committee, while employed by the Company or after termination of such
employment, becomes associated with, employed by, renders services to, or owns
any interest in (other than any nonsubstantial interest, as determined by the
Committee), any business that is in competition with the Company or with any
business in which the Company has a substantial interest as determined by the
Committee.

         (g) All certificates for Shares delivered under the Plan pursuant to
any Award shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

         (h) The Committee shall be authorized to establish procedures pursuant
to which the payment of any Award may be deferred. Subject to the provisions of
this Plan and any Award Agreement, the recipient of an Award (including, without
limitation, any deferred Award) may, if so determined by the Committee, be
entitled to receive, currently or on a deferred basis, interest or dividends, or
interest or dividend equivalents, with respect to the number of shares covered
by the Award, as determined by the Committee, in its sole discretion, and the
Committee may provide that such amounts (if any) shall be deemed to have been
reinvested in additional Shares or otherwise reinvested.

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<PAGE>   13




         (i) Except as otherwise required in any applicable Award Agreement or
by the terms of the Plan, recipients of Awards under the Plan shall not be
required to make any payment or provide consideration other than the rendering
of services.

         (j) The Company shall be authorized to withhold from any Award granted
or payment due under the Plan the amount of withholding taxes due in respect of
an Award or payment hereunder and to take such other action as may be necessary
in the opinion of the Company to satisfy all obligations for the payment of such
taxes. The Committee shall be authorized to establish procedures for election by
Participants to satisfy such withholding taxes by delivery of, or directing the
Company to retain, Shares.

         (k) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is otherwise required; and such arrangements may be
either generally applicable or applicable only in specific cases.

         (l) The validity, construction, and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with the
laws of the State of Delaware and applicable Federal law.

         (m) If any provision of this Plan is or becomes or is deemed invalid,
illegal or unenforceable in any jurisdiction, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan, it shall be stricken and the
remainder of the Plan shall remain in full force and effect.

         (n) Awards may be granted to Employees who are foreign nationals or
employed outside the United States, or both, on such terms and conditions
different from those specified in the Plan as may, in the judgment of the
Committee, be necessary or desirable in order to recognize differences in local
law or tax policy. The Committee also may impose conditions on the exercise or
vesting of Awards in order to minimize the Company's obligation with respect to
tax equalization for Employees on assignments outside their home country.

         (o) Nothing in the Plan shall interfere with or limit in any way the
right of the Company, or any Subsidiary, to terminate any Participant's
employment at any time, nor to confer upon any Participant any right to continue
in the employ of the Company, or any Subsidiary. No Employee shall have a right
to continue in the employ of the Company or any Subsidiary. No employee shall
have a right to be selected as a Participant or, having been so selected, to
receive any future Awards.

         (p) The maximum number of Shares that may be granted to any Participant
pursuant to an Option, Stock Appreciation Right or Other Stock Unit Award in any
one calendar year shall be 100,000. The maximum value of the property, including
cash, that may be paid or distributed to


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any Participant pursuant to a grant of a Performance Award, Restricted Stock
Award or Other Stock Unit Award made in any one calendar year shall be $2.5
million.

         SECTION 15. EFFECTIVE DATE OF PLAN. The Plan shall be effective on the
date it is approved by the holders of common stock of the Company (the
"Effective Date").

         SECTION 16. TERM OF PLAN. No Award shall be granted pursuant to the
Plan after 10 years from the Effective Date, but any Award theretofore granted
may extend beyond that date.

         SECTION 17. COMPLIANCE WITH LEGAL AND EXCHANGE REQUIREMENTS. The Plan,
the granting and exercising of Awards thereunder, and the other obligations of
the Company under the Plan, shall be subject to all applicable Federal and State
laws, rules, and regulations, and to such approvals by any regulatory or
governmental agency as may be required. The Company, in its discretion, may
postpone the granting and exercising of Awards, the issuance or delivery of
Shares under any Award or any other action permitted under the Plan to permit
the Company, with reasonable diligence, to complete such stock exchange listing
or registration or qualification of such Shares or other required action under
any Federal or State law, rule, or regulation and may require any Participant to
make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of Shares in compliance
with applicable laws, rules, and regulations. The Company shall not be obligated
by virtue of any provision of the Plan to recognize the exercise of any Award or
to otherwise sell or issue Shares in violation of any such laws, rules, or
regulations; and any postponement of the exercise or settlement of any Award
under this provision shall not extend the term of such Awards, and neither the
Company nor its directors or officers shall have any obligation or liability to
the Participant with respect to any Award (or Shares issuable thereunder) that
shall lapse because of such postponement.

         SECTION 18. INDEMNIFICATION. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in satisfaction
of any judgment in any such action, suit, or proceeding against him, provided he
shall give the Company an opportunity, at its own expense, to handle and defend
the same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or By-laws, by contract,
as a matter of law, or otherwise.

         SECTION 19. DEFERRALS. The Committee may postpone the exercising of
Awards, the issuance or delivery of Shares under any Award or any action
permitted under the Plan to

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<PAGE>   15


prevent the Company, or any Subsidiary from being denied a Federal income tax
deduction with respect to any Award other than an Incentive Stock Option.

         SECTION 20. NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan
shall be construed (i) to limit, impair or otherwise affect the Company's right
or power to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell or transfer all or any part of its business or assets, or (ii)
to limit the right or power of the Company, or any Subsidiary to take any
action which such entity deems to be necessary or appropriate.


                                       15