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                                                                  Exhibit 10.1.2

                             AEROVOX INCORPORATED
                           1999 STOCK INCENTIVE PLAN


Section 1.   General Purpose of the Plan; Definitions.

     The name of the plan is Aerovox Incorporated 1999 Stock Incentive Plan (the
"Plan"). The purpose of the Plan is to secure for Aerovox Incorporated (the
"Company") and its stockholders the benefit of the incentives inherent in Common
Stock ownership and the receipt of incentive awards by selected key employees of
the Company and its Subsidiaries who contribute to and will be responsible for
continued long-term growth of the Company, and to reward employees for such
contributions. The Plan is intended to stimulate the efforts of such persons by
providing an opportunity for capital appreciation and giving suitable
recognition for services which contribute materially to the success of the
Company.

     The following terms shall be defined as set forth below:

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

          (1)  "Award" or "Awards" except where referring to a particular
     category of grant under the Plan shall include Incentive Stock Options,
     Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock
     Awards, Unrestricted Stock Awards, Deferred Stock Awards, Performance Unit
     Awards, and Other Stock-based Awards.

          (2)  "Award Agreement" or "Award Agreements" except where referring to
     an agreement for a particular category of grant under the Plan shall
     include Restricted Stock Award Agreements, Deferred Stock Award Agreements,
     Performance Unit Award Agreements, and Other Stock-based Award Agreements.

          (3)  "Board" means the Board of Directors of the Company.

          (4)  "Code" means the Internal Revenue Code of 1986, as amended, and
     any successor Code, and related rules, regulations, and interpretations.

          (5)  "Committee" means the Committee referred to in Section 2. If at
     any time no Committee shall be in office, the functions of the Committee
     shall be exercised by the Board.

          (b)  "Deferred Stock Award" is defined in Section 9(a).

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               (c)  "Discretionary Payment" means a payment made pursuant to
       Section 7(d).

          (d)  "Fair Market Value" on any given date means the highest closing
     sale price on the date immediately preceding the date in question of a
     share of Stock on the Composite Tape for New York Stock Exchange Listed
     Stocks, or, if such Stock is not quoted on the Composite Tape, on the New
     York Stock Exchange, or, if such Stock is not listed on such Exchange, on
     the principal United States securities exchange registered under the
     Securities Exchange Act of 1934 on which such Stock is listed, or, if such
     Stock is not listed on any such exchange, the highest closing bid quotation
     with respect to a share of such Stock on the date immediately preceding the
     date in question on the National Association of Securities Dealers, Inc.
     Automated Quotation System or any similar system then in use, or if no such
     quotation system is available, the fair market value on the date in
     question as determined in good faith by the Committee in accordance with
     the applicable provisions of the Code.

          (e)  "Incentive Stock Option" means any Stock Option intended to be
     and designated as an "incentive stock option" as defined in the Code.

          (f)  "Non-Employee Director" shall have the meaning set forth in Rule
     16b-3 promulgated under the Act, or any successor definition under the Act,
     excluding any director who would not also be an "outside director" for
     purposes of Section 162(m) of the Code.

          (g)  "Non-Qualified Stock Option" means any Stock Option that is not
     an Incentive Stock Option.

          (h)  "Other Stock-based Award" is defined in Section 11(a).

          (i)  "Performance Unit Award" is defined in Section 10(a).

          (j)  "Restricted Stock Award" is defined in Section 8(a).

          (k)  "Stock" or "Common Stock" means the common stock, $1.00
     par value, of the Company, subject to adjustments pursuant to Section 3.

          (l)  "Stock Appreciation Right" or "SAR" means a right described in
     Section 7(a) and granted either independently of other Awards or in tandem
     with the grant of a Stock Option.

          (m)  "Stock Option" or "Option" means an option to purchase
     shares of Stock granted pursuant to Section 6.

          (n)  "Subsidiary" means any corporation or other entity (other than
     the Company) in an unbroken chain beginning with the Company if each of the
     entities (other than the

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     last entity in the unbroken chain) owns stock or other interests possessing
     50% or more of the total combined voting power of all classes of stock or
     other interest in one of the other corporations in the chain.

            (o)  "Unrestricted Stock" is defined in Section 8(f).

Section 2.  Committee Authority to Select Participants and Determine Awards,
Etc.

     The Plan shall be administered by a Committee of not less than two
directors, all of whom are Non-Employee Directors. Members of the Committee
shall be appointed by the Board and shall serve at the pleasure of the Board.
The Committee shall have the power and authority to grant Awards consistent with
the terms of the Plan, including the power and authority: (a) to select the
officers and other key employees of the Company and its Subsidiaries to whom
Awards may from time to time be granted; (b) to determine the time or times of
grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock, Unrestricted Stock,
Deferred Stock, Performance Units, and any Other Stock-based Awards, or any
combination of the foregoing, granted to any one or more participants; (c) to
determine the number of shares to be covered by any Award; (d) to determine the
terms and conditions, including restrictions, not inconsistent with the terms of
the Plan, of any Award, which terms and conditions may differ among individual
Awards and participants; (e) to determine whether, to what extent, and under
what circumstances Stock and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the participant and
whether and to what extent the Company shall pay or credit amounts equal to
interest (at rates determined by the Committee) or dividends or deemed dividends
on such deferrals; and (f) to adopt, alter, and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable, to interpret the terms and provisions of
the Plan and any Award (including related Award Agreements), to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan, and otherwise to supervise the
administration of the Plan. All decisions and interpretations of the Committee
shall be binding on all persons, including the Company and Plan participants.

Section 3.  Shares Issuable Under The Plan; Mergers; Substitution.

     (a)  Shares Issuable. The maximum number of shares of Stock reserved and
          ---------------
available for issuance under the Plan shall be 500,000. For purposes of the
foregoing limitations, Awards and Stock which are forfeited, reacquired by the
Company, or satisfied without the issuance of Stock shall not be counted.
Subject to such overall limitation, shares may be issued up to such maximum
pursuant to any type or types of Award, including Incentive Stock Options.
Shares issued under the Plan may be authorized but unissued shares or shares
reacquired by the Company.

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     (b)    Stock Dividends, Mergers, etc. In the event of a stock dividend,
            -----------------------------
stock split, or similar change in capitalization affecting the Stock, the
Committee shall make appropriate adjustments in (i) the number and kind of
shares of stock or securities on which Awards may thereafter be granted, (ii)
the number and kind of shares remaining subject to outstanding Awards, and (iii)
the option or purchase price in respect of such shares. Subject to subsection
(d) below, in the event of a consolidation or merger in which the Company is not
the surviving corporation or which results in the acquisition of all or
substantially all of the Company's outstanding Stock by a single person or
entity or by a group or persons and/or entities acting in concert, or in the
event of the sale or transfer of all or substantially all of the Company's
assets or the dissolution or liquidation of the Company, (any of the foregoing,
a "covered transaction"), all Awards that are not automatically converted into
other securities in the covered transaction shall expire; provided, that if
there is a surviving or acquiring corporation, the Committee in its sole
discretion may arrange, subjection to consummation of the covered transaction,
for the assumption of Awards or the grant of replacement awards by the surviving
or acquiring corporation or an affiliate thereof.

     (c)    Substitute Awards. The Company may grant Awards under the Plan in
            -----------------
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing corporation. The Committee may direct that
the substitute Awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances. The shares which may be delivered
under such substitute Awards shall be in addition to the maximum number of
shares provided for in Section 3(a).

     (d)    Change of Control. Notwithstanding any other provision of this
            -----------------
Plan, in the event of a Change of Control of the Company as defined in Exhibit A
hereto: (i) each Stock Option and Stock Appreciation Right shall automatically
become fully exercisable (unless the Committee shall otherwise expressly provide
at the time of grant), and (ii) restrictions and conditions on Restricted Stock,
Deferred Stock, Performance Units and Other Stock-Based Awards shall
automatically be deemed waived (but only if and to the extent specified by the
Committee at or after the time of grant). The provisions of this subsection (d)
shall apply prior to the application of the second sentence of subsection (b)
above.

Section 4.  Eligibility.

     Participants in the Plan will be such full or part-time officers and
other key employees of the Company and its Subsidiaries (excluding a director
who is not a full-time employee) who are selected from time to time by the
Committee in its sole discretion.

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Section 5. Limitations on Term and Dates of Awards.

     (a)   Duration of Awards. Subject to Sections 15(a) and 15(c) below, no
           ------------------
restrictions or limitations on Awards shall extend beyond 10 years from the
grant date, except that deferrals, elected by participants, of the receipt of
Stock or other benefits under the Plan may extend beyond such date.

     (b)   Special Limitations Applicable to Certain Awards. Subject to
           ------------------------------------------------
adjustment as provided in Section 3, to the extent such adjustment is consistent
with the continued satisfaction by exempt Options and SARs of the requirements
of Section 162(m)(4)(C) of the Code, the maximum number of shares of Common
Stock for which Options may be awarded under the Plan to any participant in any
calendar year, and the maximum number of shares of Common Stock for which SARs
may be awarded under the Plan to any participant in any calendar year, is in
each case 50,000 shares. For purposes of the preceding sentence, the regrant of
a canceled Option or SAR, or the repricing of an Option or SAR, shall be treated
as a separate Award to the extent required under Section 162(m)(4)(C) of the
Code.

     (c)   Latest Grant Date. No Award shall be granted more then 10 years
           -----------------
after the date the Plan is approved by the Board, but then outstanding Awards
may extend beyond such date.

Section 6. Stock Options.

     Each Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve. Each Stock Option granted under the
Plan shall be deemed to be a Non-Qualified Stock Option unless it is designated
as an Incentive Stock Option at time of grant. Stock Options granted under the
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable:

     (1)    Option Price. The option price per share of Stock purchasable under
            ------------
a Stock Option shall be determined by the Committee at the time of grant but
shall be, in the case of Incentive Stock Options, not less than 100% of Fair
Market Value on the date of grant. If any employee owns or is deemed to own (by
reason of the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation and an Incentive Stock Option is
granted to such employee, the option price shall be not less than 110% of Fair
Market Value on the date of grant.

     (2)    Option Term. The term of each Stock Option shall be fixed by the
            -----------
Committee, but no Stock Option shall be exercisable more than 10 years after the
date the Option is granted. If an employee owns or is deemed to own (by reason
of the attribution rules of Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Company

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or any Subsidiary or parent corporation and an Incentive Stock Option is granted
to such employee, the term of such Option shall be no more than five years from
the date of grant.

     (3)  Exercisability. Stock Options shall be exercisable at such future time
          --------------
or times, whether or not in installments, as shall be determined by the
Committee at or after the date of grant. The Committee may at any time
accelerate the exercisability of all or any portion of any Stock Option.

     (4)  Method of Exercise. Stock Options may be exercised in whole or in part
          ------------------
by giving written notice of exercise to the Company specifying the number of
shares to be purchased. Such notice shall be accompanied by payment in full of
the purchase price, either by (i) in cash or by certified check, bank draft or
money order payable to the order of the Company or (ii) if permitted by the
Committee, in its discretion, at (or, in the case of Non-Qualified Stock
Options, at or after) the time of grant, (A) through the delivery of shares of
Stock having a Fair Market Value on the last business day preceding the date of
exercise equal to the purchase price (which shares, if previously acquired from
the Company, shall have been outstanding for six months or such other period as
the Committee may require) or (B) by delivery of a promissory note of the
optionee to the Company payable on such terms as are specified by the Committee,
or by a combination of cash (or cash and Stock) and the optionee's promissory
note; provided, that if the Stock delivered upon exercise of the Stock Option is
an original issue of authorized Stock, at least so much of the exercise price as
represents the par value of such Stock must be paid in cash if the Committee
determines that cash payment is required by law, or (C) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price, (D) by any combination of
the permissible forms of payment.

     (5)  Nontransferability of Options. Unless otherwise provided by the
          -----------------------------
Committee, a Stock Option shall not be transferable by the optionee other than
by will or by the laws of descent and distribution and shall be exercisable,
during the optionee's lifetime, only by the optionee.

     (6)  Termination by Death. If an optionee's employment by the Company and
          --------------------
its Subsidiaries terminates by reason of death, the Stock Option may thereafter
be exercised, to the extent then exercisable (or on such accelerated basis as
the Committee shall at any time determine prior to death), by the legal
representative or legatee of the optionee, for a period of three years (or such
other period, not to exceed three years, as the Committee shall specify at or
after the time of grant) from the date of death or until the expiration of the
stated term of the Option if earlier.

     (7)  Termination by Reason of Disability. Any Stock Option held by an
          -----------------------------------
optionee whose employment by the Company and its Subsidiaries has terminated by
reason of permanent disability may thereafter be exercised to the extent it was
exercisable at the time of such

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termination (or on such accelerated basis as the Committee shall at any time
determine prior to such termination) for a period of three years (or such other
period, not to exceed three years, as the Committee shall specify at or after
the time of grant) from the date of such termination of employment or until the
expiration of the stated term of the Option, if earlier. Except as otherwise
provided by the Committee at the time of grant, the death of an optionee during
the final year of such exercise period shall extend such period for one year
following death, or until the expiration of the stated term of the Option if
earlier.

     (8)   Termination by Reason of Retirement. Any Stock Option held by an
           -----------------------------------
optionee whose employment by the Company and its Subsidiaries has terminated by
reason of retirement may thereafter be exercised to the extent it was
exercisable at the time of such termination (or on such accelerated basis as the
Committee shall at any time determine prior to such termination) for a period of
three years (or such other period, not to exceed three years, as the Committee
shall specify at or after the time of grant) from the date of such termination
of employment or until the expiration of the stated term of the Option, if
earlier. Except as otherwise provided by the Committee at the time of grant, the
death of an optionee during the final year of such exercise period shall extend
such period for one year following death, or until the expiration of the stated
term of the Option if earlier.

     (9)   Other Termination. Unless otherwise determined by the Committee, if
           -----------------
an optionee's employment by the Company or its Subsidiaries terminates for any
reason other than death, permanent disability, or retirement, any Stock Option
held by such optionee may thereafter be exercised to the extent it was
exercisable on the date of termination of employment (or on such accelerated
basis as the Committee shall determine at or after the time of grant) for a
period of three months (or such longer period up to three years as the Committee
shall specify at or after the time of grant) from the date of termination of
employment or until the expiration of the stated terms of the Option if earlier.

     (10)  Form of Settlement. Subject to Section 16(a) and Section 16(c)
           ------------------
below, shares of Stock issued upon exercise of a Stock Option shall be free of
all restrictions under the Plan, except as provided in the following sentence.
The Committee may provide at time of grant that the shares to be issued upon the
exercise of a Stock Option shall be in the form of Restricted Stock or Deferred
Stock, or may reserve the right to so provide after time of grant.

Section 3. Stock Appreciation Rights; Discretionary Payments.

     (1)   Nature of Stock Appreciation Right. A Stock Appreciation Right is an
           ----------------------------------
Award entitling the recipient to receive an amount in cash or shares of Stock
(or forms of payment permitted under paragraph (e) below) or a combination
thereof having a value equal to (or if the Committee shall so determine at time
of grant, less than) the excess of the Fair Market Value of a share of Stock on
the date of exercise over the Fair Market Value of a share of Stock on the date
of grant (or over the option exercise price, if the Stock Appreciation Right was
granted in tandem

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with a Stock Option) multiplied by the number of shares with respect to which
the Stock Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment.

     (2)  Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
          -----------------------------------------------
Rights may be granted in tandem with, or independently of, any Stock Option
granted under the Plan. In the case of a Stock Appreciation Right granted in
tandem with a Non-Qualified Stock Option, such right may be granted either at or
after the time of the grant of such Option. In the case of a Stock Appreciation
Right granted in tandem with an Incentive Stock Option, such right may be
granted only at the time of the grant of the Option.

     A Stock Appreciation Right or applicable portion thereof granted in tandem
with a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that a Stock
Appreciation Right granted with respect to less than the full number of shares
covered by a related Stock Option shall not be reduced until the exercise or
termination of the related Stock Option exceeds the number of shares not covered
by the Stock Appreciation Right.

     (3)  Terms and Conditions of Stock Appreciation Rights. Stock Appreciation
          -------------------------------------------------
Rights shall be subject to such terms and conditions as shall be determined from
time to time by the Committee, subject to the following:

          (i)   Stock Appreciation Rights granted in tandem with Stock Options
     shall be exercisable only at such time or times and to the extent that the
     related Stock Options shall be exercisable.

          (ii)  Upon the exercise of a Stock Appreciation Right, the applicable
     portion of any related Stock Option shall be surrendered.

          (iii) Stock Appreciation Rights granted in tandem with a Stock Option
     shall be transferable only with such Stock Option. Stock Appreciation
     Rights shall not be transferable otherwise than by will or the laws of
     descent and distribution. All Stock Appreciation Rights shall be
     exercisable during the participants's lifetime only by the participant or
     the participant's legal representative.

          (iv)  A Stock Appreciation Right granted in tandem with an Incentive
     Stock Option may be exercised only when the market price of the Stock
     subject to the Incentive Stock Option exceeds the exercise price of such
     Option.

     (4)  Discretionary Payments. Notwithstanding that a Stock Option at the
          ----------------------
time of exercise shall not be accompanied by a related Stock Appreciation Right,
if the market price of the shares subject to such Stock Option exceeds the
exercise price of such Stock Option at the

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time of its exercise, the Committee may, in its discretion, cancel such Stock
Option, in which event the Company shall pay to the person exercising such Stock
Option an amount equal to the difference between the Fair Market Value of the
Stock to have been purchased pursuant to such exercise of such Stock Option
(determined on the date the Stock Option is canceled) and the aggregate
consideration to have been paid by such person upon such exercise. Such payment
shall be by check or in Stock (or in a form of payment permitted under paragraph
(e) below) having a Fair Market Value (determined on the date the payment is to
be made) equal to the amount of such payments or any combination thereof, as
determined by the Committee. The Committee may exercise its discretion under the
first sentence of this paragraph (d) only in the event of a written request of
the person exercising the Option, which request shall not be binding on the
Committee.


     (5)  Settlement in the Form of Restricted Shares or Rights to Receive
          ----------------------------------------------------------------
Deferred Stock. Subject to Sections 15(a) and 15(c) below, shares of Stock
--------------
issued upon exercise of a Stock Appreciation Right or as a Discretionary Payment
shall be free of all restrictions under the Plan, except as provided in the
following sentence. The Committee may provide at the time of grant in case of a
Stock Appreciation Right (and at the time of payment in the case of a
Discretionary Payment) that such shares shall be in the form of shares of
Restricted Stock or rights to acquire Deferred Stock, or in the case of a Stock
Appreciation Right may reserve the right to so provide at any time after the
time of grant. Any such shares and any shares subject to rights to acquire
Deferred Stock shall be valued at Fair Market Value on the date of exercise of
the Stock Appreciation Right or the date the Stock Option is canceled in the
case of Discretionary Payments.

Section 4.  Restricted Stock; Unrestricted Stock.

     (1)  Nature of Restricted Stock Award. A Restricted Stock Award is an Award
          --------------------------------
entitling the recipient to acquire shares of Stock for a purchase price (which
may be zero), subject to such conditions, including a Company right during a
specified period or periods to repurchase such shares at their original purchase
price (or to require forfeiture of such shares, if the purchase price was zero)
upon the participant's termination of employment, as the Committee may determine
at the time of grant.

     (2)  Award Agreement. A participant who is granted a Restricted Stock Award
          ---------------
shall have no rights with respect to such Award unless the participant shall
have accepted the Award within 60 days (or such other period as the Committee
may specify) following the award date by making payment to the Company by
certified or bank check or other instrument acceptable to the Committee in an
amount equal to the specified purchase price, if any, of the shares covered by
the Award and by executing and delivering to the Company a Restricted Stock
Award Agreement in such form as the Committee shall determine.

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     (3)  Rights as a Shareholder. Upon complying with paragraph (b) above, a
          -----------------------
participant shall have all the rights of a shareholder with respect to the
Restricted Stock including voting and dividend rights, subject to
nontransferability restrictions and Company repurchase or forfeiture rights
described in this Section and subject to any other conditions contained in the
Award Agreement. Unless the Committee shall otherwise determine, certificates
evidencing shares of Restricted Stock shall remain in the possession of the
Company until such shares are free of any restrictions under the Plan.

     (4)  Restrictions on Transfer. Shares of Restricted Stock may not be sold,
          ------------------------
assigned, transferred, pledged, or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment of the
participant with the Company and its Subsidiaries for any reason, such shares
shall be resold to the Company at their purchase price, or forfeited to the
Company if the purchase price was zero, except as set forth below:

          (i)  The Committee at the time of grant shall specify the date or
     dates (which may depend upon or be related to the attainment of performance
     goals or other conditions) on which the nontransferability of the
     Restricted Stock and the obligation to resell such shares to the Company
     shall lapse. The Committee at any time may accelerate such date or dates
     and otherwise waive, or subject to Section 13, amend any conditions of the
     Award.

          (ii) Except as may otherwise be provided in the Award Agreement, in
     the event of termination of employment of a participant with the Company
     and its Subsidiaries for any reason (including death), the participant or
     the participant's legal representative shall offer to resell to the
     Company, at the price paid therefor, all Restricted Stock and the Company
     shall have the right to purchase the same at such price, or if the price
     was zero to require forfeiture of the same, provided that except as
     provided in the Award Agreement, the Company must exercise such right of
     repurchase or forfeiture not later than the 60th day following such
     termination of employment.

     (5)  Waiver, Deferral, and Investment of Dividends. The Restricted Stock
          ---------------------------------------------
Award Agreement may require or permit the immediate payment, waiver, deferral,
or investment of dividends paid on the Restricted Stock.

     (6)  Unrestricted Stock. The Committee may, in its sole discretion, grant
          ------------------
(or sell at such purchase price, if any, as the Committee may determine) to any
participant shares of Stock free of restrictions under the Plan ("Unrestricted
Stock"). Shares of Unrestricted Stock may be granted or sold as described in the
preceding sentence in respect of past services or other valid consideration. Any
sale of Unrestricted Stock must take place within 60 days (or such other period
as the Committee may specify) after the time of grant of the right to purchase
such shares.

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Section 5.  Deferred Stock Awards.


     (1)  Nature of Deferred Stock Award. A Deferred Stock Award is an award
          ------------------------------
entitling the recipient to acquire shares of Stock without payment in one or
more installments at a future date or dates, all as determined by the Committee.
The Committee may also condition such acquisition on the attainment of specified
performance goals.

     (2)  Award Agreement. A participant who is granted a Deferred Stock Award
          ---------------
shall have no rights with respect to such Award unless within 60 days of the
grant of such Award or such other period as the Committee may specify, the
participant shall have accepted the Award by executing and delivering to the
Company a Deferred Stock Award Agreement.

     (3)  Restrictions on Transfer. Deferred Stock Awards and all rights with
          ------------------------
respect to such Awards may not be sold, assigned, transferred, pledged, or
otherwise encumbered.

     (4)  Rights as a Shareholder. A participant receiving a Deferred Stock
          -----------------------
Award will have rights of a shareholder only as to shares actually received by
the participant under the Plan and not with respect to shares subject to the
Award but not actually received by the participant. A participant shall be
entitled to receive a stock certificate for shares of Deferred Stock only upon
satisfaction of all conditions therefor specified in the Deferred Stock Award
Agreement.

     (5)  Termination. Except as may otherwise be provided in the Award
          -----------
Agreement, a participant's rights in all Deferred Stock Awards shall
automatically terminate upon the participant's termination of employment by the
Company and its Subsidiaries for any reason (including death).

     (6)  Acceleration, Waiver, etc. At any time prior to the participant's
          -------------------------
termination of employment the Committee may in its discretion accelerate, waive,
or, subject to Section 13, amend any or all of the restrictions or conditions
imposed under any Deferred Stock Award Agreement.

     (7)  Payments in Respect of Deferred Stock. Without limiting the right of
          -------------------------------------
the Committee to specify different terms, the Deferred Stock Award Agreement may
either make no provisions for, or may require or permit the immediate payment,
deferral, or investment of amounts equal to, or less than, any cash dividends
which would have been payable on the Deferred Stock had such Stock been
outstanding, all as determined by the Committee in its sole discretion.

Section 6. Performance Unit Awards.

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     (1)  Nature of Performance Units. A Performance Unit Award is an award
          ---------------------------
entitling the recipient to acquire cash or shares of Stock, or a combination of
cash and Stock, upon the attainment of specified performance goals. The
Committee in its sole discretion shall determine whether and to whom Performance
Unit Awards shall be made, the performance goals applicable under each such
Award, the periods during which performance is to be measured, and all other
limitations and conditions applicable to the awarded Performance Units may be
awarded independent of or in connection with the granting of any other Award
under the Plan.

     (2)  Award Agreement. A participant shall have no rights with respect to a
          ---------------
Performance Unit Award unless, within 60 days of the grant of such Award or such
other period as the Committee may specify, the participant shall have accepted
the Award by executing and delivering to the Company a Performance Unit Award
Agreement.

     (3)  Restrictions on Transfer. Performance Unit Awards and all rights with
          ------------------------
respect to such Awards may not be sold, assigned, transferred, pledged, or
otherwise encumbered, and if exercisable over a specified period, shall be
exercisable during the participant's lifetime only by the participant or the
participant's legal representative.

     (4)  Rights as a Shareholder. A participant receiving a Performance Unit
          -----------------------
Award will have rights of a shareholder only as to shares actually received by
the participant under the Plan and not with respect to shares subject to the
Award but not actually received by the participant. A participant shall be
entitled to receive a stock certificate evidencing the acquisition of shares of
Stock under a Performance Unit Award only upon satisfaction of all conditions
therefor specified in the Performance Unit Award Agreement.

     (5)  Termination. Except as may otherwise be provided by the Committee at
          -----------
any time prior to termination of employment, a participant's rights in all
Performance Unit Awards shall automatically terminate upon the participant's
termination of employment by the Company and its Subsidiaries for any reason
(including death).

     (6)  Acceleration, Waiver, etc. At any time prior to the participant's
          -------------------------
termination of employment by the Company and its Subsidiaries, the Committee may
in its sole discretion accelerate, waive, or, subject to Section 13, amend any
or all of the goals, restrictions, or conditions imposed under any Performance
Unit Award.

     (7)  Exercise. The Committee in its sole discretion shall establish
          --------
procedures to be followed in exercising any Performance Unit, which procedures
shall be set forth in the Performance Unit Award Agreement. The Committee may at
any time provide that payment under a Performance Unit shall be made, upon
satisfaction of the applicable performance goals, without exercise by the
participant. Except as otherwise specified by the Committee, (i) a Performance
Unit granted in tandem with a Stock Option may be exercised only while the Stock
Option is exercisable, and (ii) the exercise of a Performance Unit granted in
tandem with any

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<PAGE>

Award shall reduce the number of shares subject to the related award on such
basis as is specified in the Performance Unit Award Agreement

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<PAGE>

Section 7.  Other Stock-Based Awards; Supplemental Grants.

     (1)  Nature of Awards. The Committee may grant other Awards under which
          ----------------
Stock is or may in the future be acquired ("Other Stock-based Awards"). Such
awards may include, without limitation, debt securities convertible into or
exchangeable for shares of Stock upon such conditions, including attainment of
performance goals, as the Committee shall determine. Subject to the purchase
price limitations in paragraph (b) below, such convertible or exchangeable
securities may have such terms and conditions as the Committee may determine at
the time of grant. However, no convertible or exchangeable debt shall be issued
unless the Committee shall have provided (by Company right of repurchase, right
to require conversion or exchange, or other means deemed appropriate by the
Committee) a means of avoiding any right of the holders of such debt to prevent
a Company transaction by reason of covenants in such debt.

     (2)  Purchase Price; Form of Payment. The Committee may determine the
          -------------------------------
consideration, if any, payable upon the issuance or exercise of an Other
Stock-based Award. The Committee may permit payment by certified check or bank
check or other instrument acceptable to the Committee or by surrender of other
shares of Stock (excluding shares then subject to restrictions under the Plan).

     (3)  Forfeiture of Awards; Repurchase of Stock; Acceleration or Waiver of
          --------------------------------------------------------------------
Restrictions. The Committee may determine the conditions under which an Other
------------
Stock-based Award shall be forfeited or, in the case of an Award involving a
payment by the recipient, the conditions under which the Company may or must
repurchase such Award or related Stock. At any time the Committee may in its
sole discretion accelerate, waive, or, subject to Section 13, amend any or all
of the limitations or conditions imposed under any Other Stock-based Award.

     (4)  Award Agreements. A participant shall have no rights with respect to
          ----------------
any Other Stock-based Award unless within 60 days after the grant of such Award
(or such other period as the Committee may specify) the participant shall have
accepted the Award by executing and delivering to the Company an Other Stock-
based Award Agreement.

     (5)  Nontransferability. Other Stock-based Awards may not be transferred
          ------------------
other than by will or by the laws of descent and distribution and if requiring
exercise shall be exercisable during the participant's lifetime only by the
participant or the participant's legal representative.

     (6)  Rights as a Shareholder. A recipient of any Other Stock-based Award
          -----------------------
will have rights of a shareholder only at the time and to the extent, if any,
specified by the Committee in the Other Stock-based Award Agreement.


     (7)  Deemed Dividend Payments; Deferrals. Without limiting the right of the
          -----------------------------------
Committee to specify different terms, an Other Stock-based Award Agreement may
require or

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<PAGE>

permit the immediate payment, waiver, deferral, or investment of dividends or
deemed dividends payable or deemed payable on Stock subject to the Award.

     (8)  Supplemental Grants. The Company may in its sole discretion make a
          -------------------
loan to the recipient of an Award hereunder, either on or after the date of
grant of such Award. Such loans may be made either in connection with the
exercise of a Stock Option, a Stock Appreciation Right, or an Other Stock-based
Award, in connection with the purchase of shares under any Award, or in
connection with the payment of any federal income tax in respect of income
recognized under an Award. The Committee shall have full authority to decide
whether to make a loan hereunder if it determines that the making of such loan
is in the best interest of the Company, and to determine the amount, term, and
provisions of any such loan, including the interest rate (which may be zero)
charged in respect of any such loan, whether the loan is to be secured or
unsecured, the terms on which the loan is to be repaid and the conditions, if
any, under which it may be forgiven. However, no loan hereunder shall provide or
reimburse to the borrower the amount used by him for the payment of the par
value of any shares of Common Stock issued, have a term (including extensions)
exceeding ten years in duration, or be in an amount exceeding the total exercise
or purchase price paid by the borrower under an Award or for related Stock under
the Plan plus an amount equal to the cash payment permitted in the following
paragraph.

     The Committee may at any time authorize a cash payment in respect of the
grant or exercise of an Award under the Plan or the lapse or waiver of
restrictions under an Award which shall not exceed the amount which would be
required in order to pay in full the federal income tax due as a result of
income recognized under both the Award and such cash payment, in each case
assuming that such income is taxed at the regular maximum marginal rate
applicable to individuals under the Code as in effect at the time such income is
includable in the recipient's income. Subject to the foregoing, the Committee
shall have complete authority to decide whether to make such cash payments in
any case, to make provision for such payments either simultaneously with or
after the grant of the associated Award, and to determine the amount of each
such payment.

Section 8. Transfer, Leave of Absence, Etc.

     For purposes of the Plan, the following events shall not be deemed a
termination of employment:

          (1)  a transfer to the employment of the Company from a Subsidiary or
     from the Company to a Subsidiary, or from one Subsidiary to another; or

          (2)  an approved leave of absence for military service or sickness, or
     for any other purpose approved by the Company, if the employee's right to
     reemployment is

                                                                             142
<PAGE>

         guaranteed either by a statute or by contract or under the policy
         pursuant to which the leave of absence was granted or if the Committee
         otherwise so provides in writing.

Section 9.  Amendments and Termination.

         The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award (or provide
substitute Awards at the same or a reduced exercise or purchase price or with no
exercise or purchase price) for the purpose of satisfying changes in law or for
any other lawful purpose, but no such action shall adversely affect rights under
any outstanding Award without the holder's consent. However, no such amendment,
unless approved by stockholders, shall be effective if it would cause the Plan
to fail to satisfy the incentive stock option requirements of the Code or the
requirements of Section 162(m) of the Code as in effect on the date of such
amendment.

Section 10. Status of Plan.

         With respect to the portion of any Award which has not been exercised
and any payments in cash, stock, or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trust or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.

Section 11. General Provisions.

         (1) No Distribution; Compliance with Legal Requirements, etc. The
             --------------------------------------------------------
Committee may require each person acquiring shares pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof. No shares of Stock shall be
issued pursuant to an Award until all applicable securities laws and other legal
and stock exchange requirements have been satisfied. The Committee may require
the placing of such stop-orders and restrictive legends on certificates for
Stock and Awards as it deems appropriate.

         (2) Other Compensation Arrangements; No Employment Rights. Nothing
             -----------------------------------------------------
contained in this Plan shall prevent the Board of Directors from adopting other
or additional compensation arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases. The adoption of the Plan does not confer
upon any employee any right to continued employment with the Company or a
Subsidiary, nor does it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at any time.

                                                                             143
<PAGE>

     (3) Tax Withholding, etc. Each participant shall, no later than the date as
         --------------------
of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
federal income tax purposes, pay to the Company or make arrangements
satisfactory to the Committee regarding payment of, any federal, state, or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant.

Section 12. Effective Date of Plan.

     The Plan shall not become effective unless approved by the stockholders of
the Company in a manner satisfying the stockholder approval requirements under
Sections 162(m) and 422 of the Code. Subject to such effectiveness, and to the
requirement that no Stock may be issued hereunder prior to such approval,
Options and other Awards may be granted hereunder on and after adoption of the
Plan by the Board.


ADOPTED:   March 9, 1999

                                                                             144
<PAGE>

                                   Exhibit A
                                   ---------

     A Change of Control will occur for purposes of this Plan if (i) any
individual, corporation, partnership, company or other entity (a "Person")
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of securities of the Company representing more than 30% of
the combined voting power of the Company's then-outstanding securities (other
than as a result of acquisition of such securities from the Company); (ii) there
is a change of control of the Company of a kind which would be required to be
reported under Item 6(e) of Schedule 14A of Regulations 14A promulgated under
the Securities Exchange Act of 1934 (the "Act") (or a similar item in a similar
schedule or form), whether or not the Company is then subject to such reporting
requirement; (iii) the Company is a party to, or the stockholders approve, a
merger, consolidation, or other reorganization (other than (a) a merger,
consolidation or other reorganization which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent, either by remaining outstanding or be being converted into vesting
securities of the surviving entity, more than 50% of the combined voting power
of the voting securities of the Company or such surviving entity outstanding
immediately after such merger, consolidation, or other reorganization, or (b) a
merger, consolidation, or other reorganization effected to implement a
recapitalization of the Company, or similar transaction, in which no Person
acquires more than 20% of the combined voting power of the Company's then
outstanding securities), a sale of all or substantially all assets, or a plan of
liquidation; or (iv) individuals who, at the date hereof, constitute the Board
cease for any reason to constitute a majority thereof, provided, however, that
                                                       --------  -------
any director who is not in office at the date hereof but whose election by the
Company's shareholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the date hereof or
whose election or nomination for election was previously so approved (other than
an election or nomination of an individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the
election of the directors of the Company, as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Act) shall be deemed to have been in
office at the date hereof for purposes of this definition.

     Notwithstanding the foregoing provisions of this Exhibit A, a "Change in
Control" will not be deemed to have occurred solely because of the acquisition
of securities of the Company (or any reporting requirements under the Act
relating thereto) by an employment benefit plan maintained by the Company for
its employees.

                                                                             145