<PAGE>

                                                                     Exhibit 4.1

                                PHOTRONICS, INC.

                                 2000 STOCK PLAN

                         (as Amended on March 20, 2002)

(1) PURPOSES OF THE PLAN
      The purposes of this 2000 Stock Plan are:

      (a) To attract and retain the best available personnel for positions of
          substantial responsibility (both as Employees and as Outside
          Directors) in respect of the business of PHOTRONICS, INC., and any
          current subsidiary or any subsidiary which PHOTRONICS, INC. may
          hereafter organize or acquire;

      (b) To provide additional incentive to such personnel; and

      (c) To promote the success of the business.

(2) DEFINITIONS
      As used herein, the following definitions shall apply:

      (a) "Award" shall mean an Option or a Restricted Stock Award.

      (b) "Board" shall mean the Board of Directors of PHOTRONICS, INC.

      (c) "Change of Control" means the occurrence of an event defined in
          Section 15 of the Plan.

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

      (e) "Common Stock" shall mean the common stock of the Company.

      (f) "Company" shall mean PHOTRONICS, INC.

      (g) "Compensation Committee" shall mean a committee of the Board composed
          of at least two (2) members of the Board.

      (h) "Disability" shall have the meaning set forth in Section 22(e)(3) of
          the Code or in any successor provision thereto.

      (i) "Employee" shall mean a regular, salaried common law employee of the
          Company or any of its subsidiaries or affiliates.


<PAGE>

      (j) "Option" shall mean a stock option granted pursuant to the Plan.

      (k) "Option Agreement" shall mean the stock option agreement entered into
          between the Company and an Employee or Outside Director upon the grant
          of an Option.

      (l) "Option Price" shall mean the exercise price determined pursuant to
          Section 4 hereof for the Shares to be issued pursuant to any Option
          granted under the Plan.

      (m) "Optioned Stock" shall mean the stock subject to an Option or
          Restricted Stock Award granted pursuant to the Plan.

      (n) "Optionee" shall mean an Employee or Outside Director who receives an
          Option or Restricted Stock Award.

      (o) "Outside Director" shall mean a member of the Company's Board of
          Directors who is not also an Employee.

      (p) "Performance Award" means an Option or Restricted Stock Award which is
          subject to conditions which render it a performance stock award under
          applicable law.

      (q) "Plan" shall mean this 2000 Stock Plan.

      (r) "Restricted Stock Award" means a restricted stock award granted
          pursuant to the Plan.

      (s) "Restricted Stock Award Agreement" means the Restricted Stock Award
          Agreement entered into between the Company and an Employee or Outside
          Director upon the grant of a Restricted Stock Award.

      (t) "Share" shall mean a share of the Common Stock of the Company as
          adjusted in accordance with Section 14 of the Plan.

      (u) "10% Shareholder" shall mean an individual who at the time an Option
          is granted hereunder owns, within the meaning of Section 422(b)(6) of
          the Code, stock possessing more than 10% of the total combined voting
          power of all classes of stock of the Company or of its parent or
          subsidiary corporations.

(3) STOCK SUBJECT TO THE PLAN
      Subject to the provisions of Section 14 of the Plan, the maximum aggregate
      number of Shares for which Awards may be granted under the Plan, is Two
      Million Five Hundred Thousand (2,500,000) Shares of Common Stock;
      provided, that Awards for no more than ten percent (10%) of the Shares
      authorized for issuance under this Plan may be granted cumulatively
      pursuant to Restricted Stock Awards and Awards for no more than fifteen
      percent (15%) of the Shares authorized for issuance under this Plan may be
      granted to any one person during any one calendar year. Shares issued
      under the Plan may be authorized but unissued, or treasury Shares, or
      Shares reacquired by the Company, or any combination of the foregoing.

                                       2

<PAGE>

      If an Option should expire, be cancelled or become unexerciseable for any
      reason without having been exercised in full, or any Shares issued
      pursuant to a Restricted Stock Award are forfeited or the Restricted Stock
      Award is cancelled, the unexercised, cancelled or forfeited Shares which
      were subject thereto shall, unless the Plan shall have been terminated,
      become available for the grant of other Awards under the Plan.

(4) ADMINISTRATION OF THE PLAN
      (a) Procedure
          ---------
             The Plan shall be administered by the Board or the Compensation
             Committee. Members of the Board who are either eligible for grants
             under this Plan or have been given grants under this Plan may vote
             on any matters affecting the administration of the Plan or the
             grant of any Options or Restricted Stock Awards pursuant to the
             Plan, except that no such member shall act upon the granting of an
             Option or Restricted Stock Award to himself, but any such member
             may be counted in determining the existence of a quorum at any
             meeting of the Board during which action is taken with respect to
             the granting of Options or Restricted Stock Awards to him.

      (b) Powers of the Board and the Committee
          -------------------------------------
             Subject to the provisions of the Plan, the Board or the
             Compensation Committee shall have the authority:

             i)   to grant to any eligible Employee or Outside Director an
                  Option or Restricted Stock Award, which shall be conditioned
                  on the execution by such Employee or Outside Director of an
                  Option Agreement or Restricted Stock Award Agreement in the
                  form approved by the Board or the Committee;

             ii)  to determine the Option Price for any Shares to be issued
                  pursuant to an Option granted under the Plan, whether an
                  Option is to be a Performance Award and the conditions
                  applicable to such Options, the conditions applicable to any
                  Restricted Stock Award, the Employees or Outside Directors to
                  whom and the time or times at which Options or Restricted
                  Stock Awards shall be granted, to determine the exercise or
                  vesting date of Options and Restricted Stock Awards, whether
                  the Option shall be a non-qualified or an incentive stock
                  option (as defined in Section 422 of the Code or any successor
                  provision thereto) and the number of Shares to be represented
                  by each Option or Restricted Stock Award, and the term of each
                  Option which in no event shall be more than ten (10) years
                  from the date of the grant of the Option (five [5] years in
                  the case of an incentive stock option granted to a 10% owner);

             iii) to interpret the Plan;

             iv)  to prescribe, amend and rescind rules and regulations relating
                  to the Plan;

             v)   to determine the terms and provisions of each Option granted
                  under the Plan (which need not be identical) and, (with the
                  consent of the holder thereof) to modify or amend each Option
                  or Restricted Stock Award; provided, however, that

                                       3

<PAGE>

                   in no event may the exercise price of an Option be reduced
                   (except pursuant to Section 14) after it is issued;

             vi)   to accelerate any exercise date of any Option or Restricted
                   Stock Award except that the exercise date of any Option or
                   Restricted Stock Award granted to any director or executive
                   officer cannot be accelerated without such holder's consent
                   if such acceleration would result in liability under Section
                   16 of the Act, or any successor provision thereto;

             vii)  to authorize any person to execute on behalf of the Company
                   any instrument required to effectuate the grant of an Option
                   or Restricted Stock Award previously granted by the Board or
                   the Compensation Committee; and

             viii) to make all other determinations deemed necessary or
                   advisable for the administration of the Plan.

      (c) Effect of Board's or Compensation Committee's Decision
          ------------------------------------------------------
             All decisions, determinations and interpretations of the Board or
             the Compensation Committee shall be final and binding on all the
             holders of any Awards granted under the Plan.

(5) ELIGIBILITY
      Options and Restricted Stock Awards under the Plan may be granted only to
      such Employees or to such Outside Directors as the Board or the
      Compensation Committee shall select. An Employee or Outside Director who
      has been granted an Award may, if he or she is otherwise eligible, be
      granted additional Awards. Incentive stock options may be granted only in
      accordance with Section 422 of the Code, as may be amended from time to
      time, or any successor provision thereto, and in accordance with any
      applicable regulations promulgated thereunder.

(6) TERM OF PLAN
      Subject to the provisions of Section 22 hereof, the Plan shall become
      effective on January 11, 2000, subject to approval by the shareholders of
      the Company. The Plan shall continue in effect for a term of ten (10)
      years thereafter, unless sooner terminated under Section 18 hereof.

(7) TERM OF OPTION OR RESTRICTED STOCK AWARD
      Except as provided under Code Section 422(c)(5) with respect to a 10%
      Shareholder's incentive stock option and unless of shorter duration as
      provided in the terms of an Option or Restricted Stock Award Agreement,
      the term of each Option or forfeiture period for a Restricted Stock Award
      granted under the Plan shall be determined by the Board or the
      Compensation Committee but, in no event, shall it be for a period in
      excess of ten (10) years from the date of grant thereof.

(8) MAXIMUM ALLOTMENT OF OPTIONS
      The aggregate fair market value (determined as of the date the Option is
      granted) of the Common Stock with respect to which incentive stock options
      are exercisable for the first time

                                      4

<PAGE>

       by any individual during any calendar year under the Plan and all other
       plans of the Company or any parent or subsidiary of the Company shall not
       exceed $100,000 or such other amount as is permitted by the Code and
       regulations promulgated thereunder with respect to incentive stock
       options.

(9)  OPTION PRICE
       The Option Price for the Shares to be issued pursuant to any Option shall
       be as stated in the Option Agreement and shall be not less than the
       greater of (a) the fair market value of such Shares on date of grant of
       the Option as determined by the Board or the Compensation Committee
       (except that with respect to an incentive stock option issued to a 10%
       Shareholder, 110% of the fair market value or such other percentage as
       may be permitted by the Code and regulations promulgated thereunder), or
       (b) the par value of such Shares.

(10) EXERCISE OF OPTIONS
       (a) Procedure for Exercise
           ----------------------
              Any Option shall be exercisable on such terms and conditions as
              are set forth in the Option Agreement. The purchase price of the
              Shares as to which an Option shall be exercised shall be paid in
              full at the time of exercise at the election of the holder of an
              Option:

              i)    in cash or currency of the United States of America;

              ii)   by tendering to the Company shares of the Company's Common
                    Stock, then owned by him, having a fair market value equal
                    to the cash exercise price applicable to the purchase price
                    of the Shares as to which an Option is being exercised; or

              iii)  partly in cash and partly in shares of the Company's Common
                    Stock valued at fair market value.

              Such fair market value shall be the closing price per share of the
              Common Stock as reported on the NASD National Market (or on any
              successor market or a market or exchange on which the Common Stock
              is then traded), as of the close of business on the day
              immediately preceding the day on which the Option is exercised. If
              the Common Stock is not traded on the NASD National Market or any
              other market or exchange, the fair market value shall be
              determined by the Board or the Compensation Committee, whose
              determination shall be final and conclusive.

              An Option shall be deemed to be exercised when:

              i)    written notice of such exercise has been given to the
                    Company in accordance with the terms of the Option Agreement
                    by the person entitled to exercise the Option;

              ii)   payment as described above for the Shares with respect to
                    which the Option is exercised has been received by the
                    Company; and

                                      5

<PAGE>

                 iii) such payment is accompanied by any representations or
                      agreements required by the terms of this Plan or the
                      Option Agreement.

                 A holder of an Option shall not have any rights to dividends or
                 any other rights as a stockholder of the Company with respect
                 to any shares covered by his Option until such shares shall
                 have been issued to him as reflected by the books and records
                 maintained by the Company's transfer agent relating to
                 stockholders of the Company.

         (b)   Termination of Employment or Director Relationship/
               ---------------------------------------------------
               Death or Disability of Optionee
               -------------------------------
                 i)   If, for any reason, an Optionee shall cease to be an
                      Employee, or an Outside Director's service on the Board
                      shall terminate, his or her right to exercise any
                      non-qualified stock options shall cease thirty (30) days
                      (except to the extent otherwise provided in [ii] below)
                      after the date of such termination; provided, however,
                      that if an Employee's employment is terminated for cause
                      or an outside Director's service is terminated due to his
                      or her removal for cause, said Option shall terminate
                      immediately. The Plan shall not confer upon any Optionee
                      any right with respect to continuation of employment or
                      consulting, or continuation of service as an Outside
                      Director, nor shall it interfere in any way with his right
                      or the Company's right to terminate such relationship at
                      any time subject to the provisions of any applicable
                      contract. An Option may be exercised under this paragraph
                      only to the extent of the accrued right to exercise at the
                      time of termination, and only to the extent that the
                      Option is otherwise exercisable pursuant to the initial
                      term provided for in the Option Agreement covering such
                      Option.

                 ii)  In the event of the death or Disability of an Optionee,
                      any non-qualified stock options which were exercisable by
                      the Optionee on the date of his death or Disability shall
                      remain exercisable for a period of six (6) months by the
                      Optionee, the Optionee's estate or by a person who
                      acquired the right to exercise the Option by bequest or
                      inheritance. An Option may be exercised under this
                      paragraph only to the extent of the accrued right to
                      exercise at the time of death or Disability, as the case
                      may be, and only to the extent that the Option is
                      otherwise exercisable pursuant to its initial term.

                 iii) If an Employee's employment with the Company shall
                      terminate for any reason, he or she may exercise an
                      incentive stock option for such period after termination
                      as provided above for non-qualified stock options, but for
                      no longer than the maximum period after termination
                      allowed by Code Section 422 and the regulations
                      promulgated thereunder; provided, however, that if
                      employment shall terminate by reason of discharge for
                      cause, the Option shall terminate immediately upon such
                      termination.

(11) NON-TRANSFERABILITY OF OPTIONS AND
         RESTRICTED STOCK AWARDS
         Except as provided below, an Option and, unless and until the shares
         subject to a Restricted Stock Award are no longer subject to
         forfeiture, shares subject to a Restricted Stock Award,

                                       6

<PAGE>

         may not be sold, pledged, assigned, hypothecated, transferred or
         disposed of in any manner other than by will or by the laws of descent
         or distribution and an Option may be exercised during the lifetime of
         the Optionee only by the Optionee. Notwithstanding the foregoing, the
         Board or the Compensation Committee may permit the transfer of
         non-qualified stock options by such optionees to such persons or
         entities, and upon such terms or conditions as the Board or
         Compensation Committee may determine from time to time.

(12) RESTRICTED STOCK AWARD
         The Shares subject to a Restricted Stock Award shall be issued in the
         name of the recipient as soon as reasonably practicable after the date
         of grant of the Restricted Stock Award (and after the recipient has
         executed a Restricted Stock Award Agreement and any other documents
         which the Board or the Compensation Committee, in its absolute
         discretion, may require) without the requirement for payment of any
         cash consideration by such recipient, but shall be held by the Company
         until all risk of forfeiture shall have lapsed. Any certificate
         representing such Shares may bear such restrictive legend, if any, as
         the Board or the Compensation Committee may determine. Shares issued
         pursuant to Restricted Stock Awards shall be subject to such
         restrictions, terms and conditions as the Board or the Compensation
         Committee may establish, which may include, without limitation, the
         achievement of specific goals, and shall vest at such time or times as
         the Board or the Compensation Committee shall determine. The Board or
         the Compensation Committee may, in its sole discretion, make such
         adjustments to the goals applicable to a Restricted Stock Award as they
         deem necessary or advisable due to changes in criteria used for the
         specific goals or other factors which they deem appropriate.

         Upon issuance of the Shares subject to a Restricted Stock Award, the
         recipient shall, subject to Section ll, have all the rights of a
         stockholder with respect to such Shares, including the right to vote
         such Shares, but all dividends and other distributions paid or made
         with respect to such Shares shall be held by the Company subject to the
         restrictions, terms and conditions of the Restricted Stock Award.

         As promptly as practicable after the shares of Common Stock subject to
         a Restricted Stock Award cease to be subject to forfeiture, the
         certificate representing such Shares, or a new certificate without any
         inapplicable restrictive legend if the original certificate bore a
         restrictive legend, shall be delivered to the recipient or, in the
         event of the death of a recipient prior to delivery, to his estate or
         other legally appointed personal representative.

         In the event of the termination of employment or service as an Outside
         Director of a recipient of a Restricted Stock Award due to death,
         disability or normal retirement, the Board or the Compensation
         Committee may, in its sole discretion, deem that the restrictions,
         terms and conditions of the Restricted Stock Award have been met for
         all or part of the Shares subject thereto, subject to such further
         terms and conditions, if any, as the Board or the Compensation
         Committee may determine.

(13) FORFEITURE OF OPTIONS AND REPAYMENT OF MARKET
         VALUE OF OPTIONS OR AWARDS
         If, at any time within one (1) year after an Optionee ceases to be an
         Employee or Outside Director, such Optionee engages in any activity in
         competition with any activity of the

                                       7

<PAGE>

       Company, or inimical, contrary or harmful to the interests of the
       Company, including, but not limited to:

       (a)  conduct related to such Optionee's employment for which either
            criminal or civil penalties against the Optionee may be sought;

       (b)  violation of Company policies, including, without limitation, the
            Company's insider trading policy;

       (c)  accepting employment with or serving as a consultant, advisor or in
            any other capacity to an employer that is in competition with or
            acting against the interests of the Company, including employing or
            recruiting any present, former or future employee of the Company;

       (d)  disclosing or mis-using any confidential information or material
            concerning the Company; or,

       (e)  participating in a hostile takeover attempt, then:
                  i)   Options and Restricted Stock Awards shall terminate
                       effective the date on which such Optionee enters into
                       such activity, unless terminated sooner by operation of
                       another term or condition of this Plan;
                  ii)  the aggregate difference between the exercise price of
                       Options exercised within one (1) year of the date
                       Optionee ceased to be an Employee or an Outside Director
                       (the "Termination Date") and the closing market value of
                       the Shares covered by such Options; and
                  iii) the aggregate of the closing market value for all Shares
                       subject to Restricted Stock Awards as to which forfeiture
                       provision expired within one (1) year prior to the
                       Termination Date shall be paid by the Optionee to the
                       Company.

       By accepting any Option or Restricted Stock Award, each Optionee consents
       to a deduction from any amounts the Company owes such Optionee from time
       to time (including amounts owed as wages or other compensation, fringe
       benefits or vacation pay, as well as any other amounts owed by the
       Company), to the extent of the amounts the Optionee owes the Company
       under the foregoing paragraph. Whether or not the Company elects to make
       any set-off in whole or in part, if the Company does not recover by means
       of set-off the full amount the Optionee owes it, calculated as set forth
       above, each Optionee agrees to pay immediately the unpaid balance to the
       Company. Optionees may be released from their obligations under this
       Section above only by the Board of Directors or the Compensation
       Committee.

(14) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
       In the event there is any change in the Common Stock through the
       declaration of stock dividends, or through a recapitalization resulting
       in a stock split, or combination or exchange of Shares, or
       reorganization, or otherwise, the Board or the Compensation Committee
       shall appropriately adjust the number or class of Shares covered by an
       Award, as well as the exercise price of Options; and, in the event of any
       such change in the outstanding Common Stock, the aggregate number and
       class of Shares available for the grant of Awards under the Plan shall be
       appropriately adjusted.

                                        8

<PAGE>

         No fractional Shares of the Common Stock shall be issuable on account
         of any action aforesaid, and the aggregate number of Shares then
         covered by the Award when changed as a result of such action shall be
         reduced to the largest number of whole Shares resulting from such
         action unless the Board or the Compensation Committee, in its
         discretion, shall determine to issue scrip certificates in respect of
         any fractional Shares, which scrip certificates shall be in a form and
         have such terms and conditions as the Board or the Compensation
         Committee in its discretion shall prescribe.

(15) CHANGE OF CONTROL

         (a)   For purposes of this Plan, a Change of Control shall occur if
               there shall occur:

         i)    (A) any consolidation or merger in which the Company is not the
               continuing or surviving corporation or pursuant to which shares
               of stock of the Company entitled to vote in the election of
               directors of the Company would be converted into cash, securities
               or other property, other than a merger of the Company in which
               holders of such stock of the Company immediately prior to the
               merger have the same proportionate ownership of common stock
               entitled to vote in the election of directors of the surviving
               corporation immediately after the merger as immediately before,
               or (B) any sale, lease, exchange or other transfer (in one
               transaction or a series of related transactions) of all or
               substantially all the assets of the Company.

         (b)   Notwithstanding any provisions in this Plan to the contrary:

i)       Each outstanding Option granted under the Plan shall become immediately
         exercisable in full for the aggregate number of shares covered thereby
         upon the occurrence of a Change of Control described in this Section 15
         and shall continue to be exercisable in full provided, however, that no
         Option shall be exercisable beyond the expiration date of its original
         term.

ii)      The restrictions applicable to shares of a Restricted Stock Award shall
         lapse upon the occurrence of a Change of Control, and the holder
         thereof shall be entitled to receive, and the Company shall issue,
         immediately after the date of the Change of Control, unrestricted
         certificates for all of such shares.

iii)     If a Change of Control occurs during the course of a performance period
         applicable to a Performance Award, the holder of such Performance Award
         shall be deemed to have satisfied the performance objectives effective
         on the date of such occurrence. Options granted pursuant to Performance
         Awards shall immediately vest and be treated as set forth in subsection
         (b)(i) above, and the restrictions applicable to any Restricted Stock
         Award shall lapse and shall be treated as set forth in subsection
         (b)(ii) above immediately following the occurrence of such Change of
         Control.

iv)      In the event of a Change of Control, no amendment, suspension or
         termination of the Plan thereafter shall impair or reduce the rights of
         any person with respect to any award made under the Plan

                                        9

<PAGE>

(16) WITHHOLDING TAX
       The Company may make such provisions (including accepting Shares as
       payment or reducing the number of Shares to be issued) as it may deem
       appropriate for the withholding of any taxes which the Company determines
       it is required to withhold in connection with the grant or exercise of
       any Award or the disposition of any Common Stock acquired pursuant to the
       exercise of an Option or Restricted Stock Award. If an Optionee who
       exercises all or part of an Option subsequently disposes of Common Stock
       in a "disqualifying disposition" described under Code Section 422(c)(2),
       such Optionee shall so notify the Company, forward such information as is
       thereby requested by the Company and, if so requested by the Company, pay
       to the Company such dollar amounts as are necessary to satisfy the
       Company's tax withholding obligations resulting from such disposition.

(17) TIME OF GRANTING OPTIONS
       The date of grant of an Award under the Plan shall for all purposes be
       the date on which the Board or Compensation Committee makes the
       determination granting such Award. Notice of the determination shall be
       given to the Optionee within a reasonable time after the date of such
       grant.

(18) AMENDMENT AND TERMINATION OF THE PLAN
       (a)  Amendment
            ---------
              The Board, without approval of the shareholders, may amend the
              Plan from time to time in such respects as the Board may deem
              advisable except that the Board may not, without the approval of
              the shareholders, amend the Plan to the extent that such amendment
              would require shareholder approval under the Code in order for
              Options to be granted as incentive stock options or in order for
              Awards to be considered "qualified performance-based compensation"
              within the meaning of Section 162(m) of the Code.
       (b)  Termination
            -----------
              The Board, without approval of the shareholders, may at any time
              suspend or terminate the Plan.
       (c)  Effect of Amendment or Termination
            ----------------------------------
              Any such amendment or termination of the Plan shall not adversely
              affect Awards previously granted.

(19) CONDITIONS UPON ISSUANCE OF SHARES
       Shares shall not be issued with respect to an Award granted under the
       Plan unless the exercise of such Option or termination of the forfeiture
       period for such Restricted Stock Award and the issuance and delivery of
       such Shares pursuant thereto shall comply with all relevant provisions of
       law, including, without limitation, the Securities Act of 1933, as
       amended, the Act, the rules and regulations promulgated thereunder, the
       requirements of any stock exchange upon which the Shares may then be
       listed, and applicable state securities laws, and shall be further
       subject to the approval of counsel for the Company with respect to such
       compliance. As a condition to the exercise of an Option, the Company may
       require the person exercising such Option to represent and warrant at the
       time of any such exercise that the Shares are being purchased only for
       investment and without any present intention to sell or distribute such

                                       10

<PAGE>

       Shares if, in the opinion of counsel for the Company, such a
       representation is necessary or desirable under any of the aforementioned
       relevant provisions of law.

(20) RESERVATION OF SHARES
       During the terms of this Plan, the Company will at all times reserve and
       keep available a number of Shares sufficient to satisfy the requirements
       of the Plan.

       Inability of the Company to obtain from any regulatory body having
       jurisdiction such authority as is deemed by the Company's counsel to be
       necessary to the lawful issuance and sale of any Shares hereunder shall
       relieve the Company of any liability in respect of the non-issuance or
       sale of such Shares as to which such requisite authority shall not have
       been obtained.

(21) GOVERNING LAW
       The Plan and the rights of all persons hereunder shall be governed by the
       laws of the State of Connecticut, without regard to principles of
       conflict of laws.

(22) MISCELLANEOUS
       Participation under the Plan shall not affect eligibility for any
       profit-sharing, bonus, insurance, pension, or other extra compensation
       plan which the Company or any subsidiary may at any time adopt for
       employees, except to the extent that any law or regulation governing any
       such plan so provides. By acceptance of an Award under the Plan, each
       employee shall be deemed to agree that any income realized upon the
       receipt or exercise thereof or upon the disposition of the shares
       received pursuant thereto is special incentive compensation and will not
       be taken into account as "wages", "salary" or "compensation" in
       determining the amount of any payment under any pension, retirement,
       incentive, profit-sharing, employee stock purchase or deferred
       compensation plan of the Company or any subsidiary.

(23) SHAREHOLDERS' APPROVAL
       The Plan shall be subject to approval by the affirmative vote of the
       holders of a majority of the shares of Common Stock present and voting at
       a duly held shareholders' meeting within twelve (12) months before or
       after adoption of the Plan by the Board and any Award, granted hereunder
       prior to such approval shall be conditioned thereon.

                                       11