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                                                                   EXHIBIT 10.14


                                    FORM OF

                          WESTLAKE CHEMICAL CORPORATION

                           2004 OMNIBUS INCENTIVE PLAN

      1. Purpose of the Plan. The Westlake Chemical Corporation 2004 Omnibus
Incentive Plan (the "Plan") of Westlake Chemical Corporation, a Delaware
corporation (the "Company"), is intended to advance the best interests of the
Company and its Subsidiaries by providing certain Employees and Directors of the
Company and its Subsidiaries with additional incentives through the grant of
Options to purchase common stock, par value US $_____ per share of the Company
("Common Stock"), Stock Appreciation Rights ("SARs"), Restricted Stock, Stock
Units, Cash Awards and/or Performance Awards, thereby increasing the personal
stake of such Employees and Directors in the continued success and growth of the
Company.

      2. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:

            "Administrator" means (i) prior to the closing date of the IPO, the
      Board and (ii) on and after the closing date of the IPO, the Board or a
      committee designated by the Board.

            "Authorized Officer" means the Chief Executive Officer or the Chief
      Administrative Officer of the Company (or any other senior officer of the
      Company to whom the Administrator or such Authorized Officer shall
      delegate the authority to execute any Award Agreement or to carry out any
      actions, duties or other responsibilities under the Plan as may be
      permitted by applicable law and directed by the Administrator, where
      applicable).

            "Award" means an Employee Award or a Director Award.

            "Award Agreement" means a written agreement setting forth the terms,
      conditions and limitations applicable to an Award, to the extent the
      Administrator determines such agreement is necessary.

            "Board" means the Board of Directors of the Company.

            "Cash Award" means an Award denominated in cash.

            "Code" means the Internal Revenue Code of 1986, as amended from time
      to time.

            "Common Stock" means the common stock, par value ______ per share,
      of the Company.

            "Company" means Westlake Chemical Corporation, a Delaware
      corporation, or any successor thereto.
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            "Director" means an individual who is a member of the Board that is
      not an Employee of the Company or any of its Subsidiaries.

            "Director Award" means any Option, Stock Appreciation Right or Stock
      Award granted, whether singly, in combination or in tandem, to a Director
      pursuant to such applicable terms, conditions and limitations as the
      Administrator may establish in order to fulfill the objectives of the
      Plan.

            "Dividend Equivalents" means an amount equal to all dividends and
      other distributions (or the economic equivalent thereof) that are payable
      by the Company on one share of Common Stock to stockholders of record,
      which, in the discretion of the Administrator, may be awarded (i) in
      connection with any Award under the Plan while such Award is outstanding
      or otherwise subject to a Restriction Period and on a like number of
      shares of Common Stock under such Award or (ii) singly.

            "Employee" means an employee of the Company or any of its
      Subsidiaries and an individual who has agreed to become an Employee of the
      Company or any of its Subsidiaries and actually becomes such an Employee
      within the following six months.

            "Employee Award" means any Option, Stock Appreciation Right, Stock
      Award or Cash Award (including any Performance Award) granted, whether
      singly, in combination or in tandem, to an Employee pursuant to such
      applicable terms, conditions and limitations (including treatment as a
      Performance Award) as the Administrator may establish in order to fulfill
      the objectives of the Plan.

            "Fair Market Value" of a share of Common Stock means, as of a
      particular date, (i) (A) if Common Stock is listed on a national
      securities exchange, the mean between the highest and lowest sales price
      per share of the Common Stock on the consolidated transaction reporting
      system for the principal national securities exchange on which shares of
      Common Stock are listed on that date, or, if there shall have been no such
      sale so reported on that date, on the last preceding date on which such a
      sale was so reported, or, at the discretion of the Administrator, the
      price prevailing on the exchange at the time of exercise, (B) the mean
      between the highest and lowest sales price per share of such Common Stock
      reported on the consolidated transaction reporting system for The Nasdaq
      Stock Market, Inc. or, if there shall have been no such sale so reported
      on that date, on the last preceding date on which such a sale was
      reported, (C) if Common Stock is not so listed or quoted, the mean between
      the closing bid and asked price on that date, or, if there are no
      quotations available for such date, on the last preceding date on which
      such quotations shall be available, as reported by The Nasdaq Stock
      Market, Inc., or, if not reported by The Nasdaq Stock Market, Inc., by the
      National Quotation Bureau Incorporated or (D) if Common Stock is not
      publicly traded, the most recent value determined by an independent
      appraiser appointed by the Company for such purpose, or (ii) if
      applicable, the price per share as determined in accordance with the
      procedures of a third party administrator retained by the Company to
      administer the Plan.

            "Grant Date" means the date an Award is granted to a Participant
      pursuant to the Plan. The Grant Date for a substituted award is the Grant
      Date of the original award.

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            "Grant Price" means the price at which a Participant may exercise
      his or her right to receive cash or Common Stock, as applicable, under the
      terms of an Award.

            "IPO" means the initial public offering of shares of Common Stock of
      the Company (the "IPO").

            "Incentive Option" means an Option that is intended to comply with
      the requirements set forth in Section 422 of the Code.

            "Nonqualified Option" means an Option that is not an Incentive
      Option.

            "Option" means a right to purchase a specified number of shares of
      Common Stock at a specified price.

            "Participant" means an Employee or Director to whom an Award has
      been granted under this Plan.

            "Performance Award" means an Award made pursuant to this Plan that
      is subject to the attainment in the future of one or more Performance
      Goals.

            "Performance Goal" means a standard established by the
      Administrator, to determine in whole or in part whether a Performance
      Award shall be earned.

            "Qualified Performance Award" means a Performance Award made to an
      Employee that is intended to qualify as qualified performance-based
      compensation under Section 162(m) of the Code, as described in Section
      7(a)(v)(B) of the Plan.

            "Restricted Stock" means Common Stock that is restricted or subject
      to forfeiture provisions.

            "Restriction Period" means a period of time beginning as of the
      Grant Date of an Award of Restricted Stock and ending as of the date upon
      which the Common Stock subject to such Award is no longer restricted or
      subject to forfeiture provisions.

            "Stock Appreciation Right" or "SAR" means a right to receive a
      payment, in cash or Common Stock, equal to the excess of the Fair Market
      Value or other specified valuation of a specified number of shares of
      Common Stock on the date the right is exercised over a specified Grant
      Price, in each case as determined by the Administrator.

            "Stock Award" means an Award in the form of shares of Common Stock
      or Stock Units, including an award of Restricted Stock.

            "Stock Unit" means a unit evidencing the right to receive in
      specified circumstances one share of Common Stock (as determined by the
      Administrator) granted to either an Employee or a Director.

            "Subsidiary" means (i) in the case of a corporation, any corporation
      of which the Company directly or indirectly owns shares representing more
      than 50% of the combined voting

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      power of the shares of all classes or series of capital stock of that
      corporation that have the right to vote generally on matters submitted to
      a vote of the stockholders of that corporation and (ii) in the case of a
      partnership or other business entity not organized as a corporation, any
      such business entity of which the Company directly or indirectly owns more
      than 50% of the voting, capital or profits interests (whether in the form
      of partnership interests, membership interests or otherwise).

      3. Eligibility.

            (a) Employees. Employees eligible for the grant of Employee Awards
      under this Plan are Employees, including Employees that may serve as a
      director of the Company.

            (b) Directors. Members of the Board eligible for the grant of
      Director Awards under this Plan are those who are Directors.

      4. Common Stock Available for Awards. Subject to the provisions of Section
14 hereof, there shall be available for Awards under this Plan granted or
payable wholly or partly in Common Stock (including rights that may be exercised
for or settled in Common Stock) an aggregate of __________ shares, of which
________ shares are available for awards to Directors.

      The number of shares of Common Stock that are the subject of Awards under
this Plan that are forfeited or terminated, expire unexercised, are settled in
cash in lieu of Common Stock or otherwise in a manner such that all or some of
the shares covered by an Award are not issued to a Participant or are exchanged
for Awards that do not involve Common Stock, shall not be counted against the
aggregate plan maximum or any sublimit set forth above and shall again
immediately become available for Awards hereunder. If the tax withholding
obligation resulting from the settlement of any Award is satisfied by
withholding shares of Common Stock, only the number of shares of Common Stock
issued net of the shares of Common Stock withheld shall be deemed delivered for
purposes of determining usage of shares against the maximum number of shares of
Common Stock available for delivery under the Plan or any sublimit set forth
above. Shares of Common Stock delivered under the Plan as an Award or in
settlement of an Award issued or made (a) upon the assumption, substitution,
conversion or replacement of outstanding awards under a plan or arrangement of
an entity acquired in a merger or other acquisition or (b) as a post-transaction
grant under such a plan or arrangement of an acquired entity shall not reduce or
be counted against the maximum number of shares of Common Stock available for
delivery under the Plan, to the extent that the exemption for transactions in
connection with mergers acquisitions from the shareholder approval requirements
of the New York Stock Exchange for equity compensation plans applies. The
Administrator may from time to time adopt and observe such rules and procedures
concerning the counting of shares against the Plan maximum or any sublimit as it
may deem appropriate, including rules more restrictive than those set forth
above to the extent necessary to satisfy the requirements of any national stock
exchange on which the Common Stock is listed or any applicable regulatory
requirement. The Board and the appropriate officers of the Company are
authorized to take from time to time whatever actions are necessary, and to file
any required documents with governmental authorities, stock

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exchanges and transaction reporting systems to ensure that shares of Common
Stock are available for issuance pursuant to Awards.

      5. Administration.

            (a) This Plan shall be administered by the Administrator, except as
      otherwise provided herein.

            (b) Subject to the provisions hereof, the Administrator shall have
      full and exclusive power and authority to administer this Plan and to take
      all actions that are specifically contemplated hereby or are necessary or
      appropriate in connection with the administration hereof. The
      Administrator shall also have full and exclusive power to interpret this
      Plan and to adopt such rules, regulations and guidelines for carrying out
      this Plan as it may deem necessary or proper. The Administrator may, in
      its discretion, provide for the extension of the exercisability of an
      Award, accelerate the vesting or exercisability of an Award, eliminate or
      make less restrictive any restrictions applicable to an Award, waive any
      restriction or other provision of this Plan (insofar as such provision
      relates to Awards) or an Award or otherwise amend or modify an Award in
      any manner that is either (i) not adverse to the Participant to whom such
      Award was granted or (ii) consented to by such Participant.
      Notwithstanding anything herein to the contrary, without the prior
      approval of the Company's stockholders, Awards issued under the Plan will
      not be repriced, replaced or regranted through cancellation or by
      decreasing the exercise price of a previously granted Award. The
      Administrator may make an Award to an individual who it expects to become
      an Employee of the Company or any of its Subsidiaries within the next six
      months, with such award being subject to the individual's actually
      becoming an Employee within such time period, and subject to such other
      terms and conditions as may be established by the Administrator. The
      Administrator may correct any defect or supply any omission or reconcile
      any inconsistency in this Plan or in any Award in the manner and to the
      extent the Administrator deems necessary or desirable to further the Plan
      purposes. Any decision of the Administrator, with respect to Awards, in
      the interpretation and administration of this Plan shall lie within its
      sole and absolute discretion and shall be final, conclusive and binding on
      all parties concerned.

            (c) No member of the Administrator or Authorized Officer of the
      Company to whom the Administrator has delegated authority in accordance
      with the provisions of Section 6 of this Plan shall be liable for anything
      done or omitted to be done by him or her, by any member of the
      Administrator or by any officer of the Company in connection with the
      performance of any duties under this Plan, except for his or her own
      willful misconduct or as expressly provided by statute.

      6. Delegation of Authority. Following the authorization of a pool of cash
or shares of Common Stock to be available for Awards, the Administrator may
authorize an Authorized Officer of the Company, if and to the extent permitted
by applicable law, rule or regulation, or a subcommittee of members of the
Administrator to grant individual Employee Awards from such pool pursuant to
such conditions or limitations as the Administrator may establish. The
Administrator may also delegate to an Authorized Officer its administrative
duties under this Plan (excluding its granting authority) pursuant to such
conditions or limitations as the

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Administrator may establish. The Administrator may engage or authorize the
engagement of a third party administrator to carry out administrative functions
under the Plan.

      7. Awards.

            (a) The Administrator shall determine the type or types of Awards to
      be made under this Plan and shall designate from time to time the
      Participants who are to be the recipients of such Awards. Each Award may,
      in the discretion of the Administrator, be embodied in an Award Agreement,
      which shall contain such terms, conditions and limitations as shall be
      determined by the Administrator in its sole discretion and, if required by
      the Administrator, shall be signed by the Participant to whom the Award is
      granted and by an Authorized Officer for and on behalf of the Company.
      Awards may consist of those listed in this Section 7(a) and may be granted
      singly, in combination or in tandem. Awards may also be granted in
      combination or in tandem with, in replacement of (subject to Sections 12
      and 9(d)), or as alternatives to, grants or rights under this Plan or any
      other plan of the Company or any of its Subsidiaries, including the plan
      of any acquired entity. An Award may provide for the grant or issuance of
      additional, replacement or alternative Awards upon the occurrence of
      specified events. All or part of an Award may be subject to conditions
      established by the Administrator, which may include, but are not limited
      to, continuous service with the Company and its Subsidiaries, achievement
      of specific business objectives, items referenced to in clause (v) below,
      and other comparable measurements of performance. Upon an Employee's
      termination of employment, any unexercised, deferred, unvested or unpaid
      Employee Awards shall be treated as set forth in the applicable Employee
      Award Agreement or as otherwise specified by the Administrator.

                  (i) Option. An Employee Award may be in the form of an
            Incentive Option or a Nonqualified Option. A Director Award may be
            in the form of a Nonqualified Option. The term of the Option shall
            extend no more than 10 years after the Grant Date. The price at
            which any share of Common Stock may be purchased on the exercise of
            any Option will not be less than the Fair Market Value of a share of
            the Common Stock on the date of grant of that Option. Subject to the
            foregoing provisions, the terms, conditions and limitations
            applicable to any Options awarded pursuant to this Plan, including
            the Grant Price, minimum vesting, the number of shares subject to
            the Option and the date or dates upon which they become exercisable,
            shall be determined by the Administrator.

                  (ii) Stock Appreciation Rights. An Award may be in the form of
            an SAR. SARs may be granted in tandem with an Option or other Award,
            either at the time of grant or by later amendment thereto, or on a
            freestanding basis not related to any other Award. The Grant Price
            of an SAR shall be determined by the Administrator but shall not be
            less than the Fair Market Value of the Common Stock subject to such
            SAR on the Grant Date or the Grant Price of a tandem Option to which
            such SAR relates. The holder of a tandem SAR may elect to exercise
            either the Option or the SAR, but not both. The exercise period for
            an SAR shall extend no more than 10 years after the Grant Date.
            Subject to the

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            foregoing provisions, the terms, conditions and limitations
            applicable to any SARs awarded to Participants pursuant to this
            Plan, including the Grant Price, the term of any SARs and the date
            or dates upon which they become exercisable, shall be determined by
            the Administrator.

                  (iii) Stock Award. An Employee Award or Director Award may be
            in the form of a Stock Award. The terms, conditions and limitations
            applicable to any Stock Awards granted to Participants pursuant to
            this Plan shall be determined by the Administrator, subject to the
            limitations specified below.

                  (iv) Cash Award. An Employee Award may be in the form of a
            Cash Award. The terms, conditions and limitations applicable to any
            Cash Awards granted pursuant to this Plan shall be determined by the
            Administrator.

                  (v) Performance Award. Without limiting the type or number of
            Employee Awards or Director Awards that may be made under the other
            provisions of this Plan, an Employee Award or Director Award may be
            in the form of a Performance Award. The terms, conditions and
            limitations applicable to any Performance Awards granted to
            Participants pursuant to this Plan shall be determined by the
            Administrator, subject to the limitations specified below. The
            Administrator shall set Performance Goals in its discretion which,
            depending on the extent to which they are met, will determine the
            value and/or amount of Performance Awards that will be paid out to
            the Participant and/or the portion of an Award that may be
            exercised.

                        (A) Nonqualified Performance Awards. Performance Awards
                  granted to Employees or Directors that are not intended to
                  qualify as qualified performance-based compensation under
                  Section 162(m) of the Code shall be based on achievement of
                  such Performance Goals and be subject to such terms,
                  conditions and restrictions as the Administrator or its
                  delegate shall determine.

                        (B) Qualified Performance Awards. Performance Awards
                  granted to Employees under the Plan that are intended to
                  qualify as qualified performance-based compensation under
                  Section 162(m) of the Code shall be paid, vested or otherwise
                  deliverable solely on account of the attainment of one or more
                  pre-established, objective Performance Goals established by
                  the Administrator prior to the earlier to occur of (x) 90 days
                  after the commencement of the period of service to which the
                  Performance Goal relates and (y) the lapse of 25% of the
                  period of service (as scheduled in good faith at the time the
                  goal is established), and in any event while the outcome is
                  substantially uncertain. A Performance Goal is objective if a
                  third party having knowledge of the relevant facts could
                  determine whether the goal is met. Such a Performance Goal may
                  be based on one or more business criteria that apply to the
                  Employee, one or more business units, divisions or sectors of
                  the Company, or the Company as a whole, and if so desired by
                  the Administrator, by comparison with a

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                  peer group of companies. A Performance Goal may include one or
                  more of the following: increased revenue; net income measures
                  (including but not limited to income after capital costs and
                  income before or after taxes); stock price measures (including
                  but not limited to growth measures and total stockholder
                  return); price per share of Common Stock; market share; net
                  earnings; earnings per share (actual or targeted growth);
                  earnings before interest, taxes, depreciation, and
                  amortization ("EBITDA"); earnings before interest, taxes and
                  amortization ("EBITA"); economic value added (or an equivalent
                  metric); market value added; debt to equity ratio; cash flow
                  measures (including but not limited to cash flow per share,
                  cash flow return on capital, cash flow return on tangible
                  capital, net cash flow, net cash flow before financing
                  activities and improvement in or attainment of working capital
                  levels); return measures (including but not limited to return
                  on equity, return on average assets, return on capital,
                  risk-adjusted return on capital, return on investors' capital
                  and return on average equity); operating measures (including
                  operating income, funds from operations, cash from operations,
                  after-tax operating income; net operating profit after tax,
                  sales volumes, operating efficiency, production volumes and
                  production efficiency); expense measures (including but not
                  limited to overhead cost, general and administrative expense
                  and improvement in or attainment of expense levels); margins;
                  stockholder value; proceeds from dispositions; total market
                  value; safety; reliability; productivity; corporate values
                  measures (including ethics compliance, environmental, and
                  safety) and debt reduction.

                        Unless otherwise stated, such a Performance Goal need
                  not be based upon an increase or positive result under a
                  particular business criterion and could include, for example,
                  maintaining the status quo or limiting economic losses
                  (measured, in each case, by reference to specific business
                  criteria). In interpreting Plan provisions applicable to
                  Performance Goals and Qualified Performance Awards, it is the
                  intent of the Plan to conform with the standards of Section
                  162(m) of the Code and Treasury Regulation Section
                  1.162-27(e)(2)(i), as to grants to those Employees whose
                  compensation is, or is likely to be, subject to Section 162(m)
                  of the Code, and the Administrator in establishing such goals
                  and interpreting the Plan shall be guided by such provisions.
                  Prior to the payment of any compensation based on the
                  achievement of Performance Goals applicable to Qualified
                  Performance Awards, the Administrator must certify in writing
                  that applicable Performance Goals and any of the material
                  terms thereof were, in fact, satisfied. Subject to the
                  foregoing provisions, the terms, conditions and limitations
                  applicable to any Qualified Performance Awards made pursuant
                  to this Plan shall be determined by the Administrator.

            (b) Notwithstanding anything to the contrary contained in this Plan,
      the following limitations shall apply to any Employee Awards made
      hereunder:

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                  (i) no Participant may be granted, during any calendar year,
            Employee Awards consisting of Options or SARs that are exercisable
            for more than _______ shares of Common Stock (the limitation set
            forth in this clause (b)(i), together with the limitations set forth
            in clauses (b)(ii) below, being hereinafter collectively referred to
            as the "Stock Based Awards Limitations");

                  (ii) no Participant may be issued, during any calendar year,
            more than _________ shares of Common Stock in connection with Stock
            Awards.

                  (iii) no Participant may be granted Employee Awards consisting
            of Cash Awards that are intended to constitute performance-based
            awards subject to Section 7(a)(v)(B) having a maximum payment value
            in any calendar year in excess of $5,000,000.

      8. Non-United States Participants. The Administrator may grant awards to
persons outside the United States under such terms and conditions as may, in the
judgment of the Administrator, be necessary or advisable to comply with the laws
of the applicable foreign jurisdictions and, to that end, may establish
sub-plans, modified option exercise procedures and other terms and procedures.
Notwithstanding the above, the Administrator may not take any actions hereunder,
and no Awards shall be granted, that would violate the Code, any securities law,
any governing statute, or any other applicable law.

      9. Payment of Awards.

            (a) General. Payment made to a Participant pursuant to an Award may
      be made in the form of cash or Common Stock, or a combination thereof, and
      may include such restrictions as the Administrator shall determine,
      including, in the case of Common Stock, restrictions on transfer and
      forfeiture provisions. If such payment is made in the form of Restricted
      Stock, the Administrator shall specify whether the underlying shares are
      to be issued at the beginning or end of the Restriction Period. In the
      event that shares of Restricted Stock are to be issued at the beginning of
      the Restriction Period, the certificates evidencing such shares (to the
      extent that such shares are so evidenced) shall contain appropriate
      legends and restrictions that describe the terms and conditions of the
      restrictions applicable thereto. In the event that shares of Restricted
      Stock are to be issued at the end of the Restricted Period, the right to
      receive such shares shall be evidenced by book entry registration or in
      such other manner as the Administrator may determine.

            (b) Deferral. With the approval of the Administrator, amounts
      payable in respect of Awards may be deferred and paid either in the form
      of installments or as a lump-sum payment. The Administrator may permit
      selected Participants to elect to defer payments of some or all types of
      Awards or any other compensation otherwise payable by the Company in
      accordance with procedures established by the Administrator and may
      provide that such deferred compensation may be payable in shares of Common
      Stock. Any deferred payment pursuant to an Award, whether elected by the
      Participant or specified by the Award Agreement or the terms of the Award
      or by the Administrator,

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      may be forfeited if and to the extent that the Award Agreement or the
      terms of the Award so provide.

            (c) Dividends, Earnings and Interest. Rights to dividends or
      Dividend Equivalents may be extended to and made part of any Award,
      subject to such terms, conditions and restrictions as the Administrator
      may establish. The Administrator may also establish rules and procedures
      for the crediting of interest or other earnings on deferred cash payments
      and Dividend Equivalents for Awards.

            (d) Substitution of Awards. Subject to Sections 12 and 14, at the
      discretion of the Administrator, an Employee may be offered an election to
      substitute an Employee Award for another Employee Award or Employee Awards
      of the same or different type; provided, however, that no Option may be
      granted in exchange or in replacement of an Option having a higher
      exercise price.

      10. Payment of Grant Price. The Grant Price shall be paid in full at the
time of exercise in cash or, if permitted by the Administrator and elected by
the Participant, the Participant may purchase such shares by means of tendering
Common Stock or surrendering another Award valued at Fair Market Value on the
date of exercise, or any combination thereof. The Administrator shall determine
acceptable methods and requirements for Participants to tender Common Stock or
other Awards. The Administrator may provide for procedures to permit the
exercise or purchase of such Awards by use of the proceeds to be received from
the sale of Common Stock issuable pursuant to an Award. The Administrator may
adopt additional rules and procedures regarding the payment of the Grant Price
of Awards from time to time, provided that such rules and procedures are not
inconsistent with the provisions of this Section 10.

      A Participant desiring to pay the Grant Price of an Option by tendering
Common Stock using the method of attestation may, subject to any such conditions
and in compliance with any such procedures as the Administrator may adopt, do so
by attesting to the ownership of Common Stock of the requisite value in which
case the Company shall issue or otherwise deliver to the Participant upon such
exercise a number of shares of Common Stock subject to the Option equal to the
result obtained by dividing (a) the excess of the aggregate Fair Market Value of
the shares of Common Stock subject to the Option for which the Option (or
portion thereof) is being exercised over the Grant Price payable in respect of
such exercise by (b) the Fair Market Value per share of Common Stock subject to
the Option, and the Participant may retain the shares of Common Stock the
ownership of which is attested.

      11. Taxes. The Company or its designated third party administrator shall
have the right to deduct applicable taxes from any Award payment and withhold,
at the time of delivery or vesting of cash or shares of Common Stock under this
Plan, an appropriate amount of cash or number of shares of Common Stock or a
combination thereof for payment of taxes or other amounts required by law or to
take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for withholding of such taxes. The Administrator may
also permit withholding to be satisfied by the transfer to the Company of shares
of Common Stock theretofore owned by the holder of the Award with respect to
which withholding is required. If

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shares of Common Stock are used to satisfy tax withholding, such shares shall be
valued based on the Fair Market Value when the tax withholding is required to be
made.

      12. Amendment, Modification, Suspension or Termination of the Plan. The
Board may amend, modify, suspend or terminate this Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law, except that (i) no amendment or alteration that would
adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its
approval by the stockholders of the Company to the extent such approval is
required by applicable legal requirements or the applicable requirements of the
securities exchange on which the Company's Common Stock is listed.

      13. Assignability. Unless otherwise determined by the Administrator and
provided in the Award Agreement or the terms of the Award, no Award or any other
benefit under this Plan shall be assignable or otherwise transferable except by
will, by beneficiary designation or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder. In
the event that a beneficiary designation conflicts with an assignment by will,
the beneficiary designation will prevail. The Administrator may prescribe and
include in applicable Award Agreements or the terms of the Award other
restrictions on transfer. Any attempted assignment of an Award or any other
benefit under this Plan in violation of this Section 13 shall be null and void.

      14. Adjustments.

            (a) From and after the closing date of the IPO, the existence of
      outstanding Awards shall not affect in any manner the right or power of
      the Company or its stockholders to make or authorize any or all
      adjustments, recapitalizations, reorganizations or other changes in the
      capital stock of the Company or its business or any merger or
      consolidation of the Company, or any issue of bonds, debentures, preferred
      or prior preference stock (whether or not such issue is prior to, on a
      parity with or junior to the existing Common Stock) or the dissolution or
      liquidation of the Company, or any sale or transfer of all or any part of
      its assets or business, or any other corporate act or proceeding of any
      kind, whether or not of a character similar to that of the acts or
      proceedings enumerated above.

            (b) From and after the closing date of the IPO, in the event of any
      subdivision or consolidation of outstanding shares of Common Stock,
      declaration of a dividend payable in shares of Common Stock or other stock
      split, then (i) the number of shares of Common Stock reserved under this
      Plan and available for issuance pursuant to specific types of Awards as
      described in Section 4, (ii) the number of shares of Common Stock covered
      by outstanding Awards, (iii) the appropriate Fair Market Value and other
      price determinations for such Awards, and (iv) the Stock Based Awards
      Limitations shall each be proportionately adjusted by the Administrator as
      appropriate to reflect such transaction. In the event of any other
      recapitalization or capital reorganization of the Company, any
      consolidation or merger of the Company with another Company or entity,

                                      -11-
<PAGE>
      the adoption by the Company of any plan of exchange affecting Common Stock
      or any distribution to holders of Common Stock of securities or property
      (other than normal cash dividends or dividends payable in Common Stock),
      the Administrator shall make appropriate adjustments to (x) the number of
      shares of Common Stock reserved under this Plan and (y)(i) the number of
      shares of Common Stock covered by Awards, (ii) the Grant Price or other
      price in respect of such Awards, (iii) the appropriate Fair Market Value
      and other price determinations for such Awards, and (iv) the Stock Based
      Awards Limitations to reflect such transaction; provided that such
      adjustments shall only be such as are necessary to maintain the
      proportionate interest of the holders of the Awards and preserve, without
      increasing, the value of such Awards. In the event of a corporate merger,
      consolidation, acquisition of assets or stock, separation, reorganization,
      or liquidation, the Board shall be authorized (x) to assume under the Plan
      previously granted compensatory awards, or to substitute new Awards for
      previously granted compensatory awards, including Awards, as part of such
      adjustment; (y) to cancel Awards that are Options or SARs and give the
      Participants who are the holders of such Awards notice and opportunity to
      exercise for 30 days prior to such cancellation; or (z) to cancel any such
      Awards and to deliver to the Participants cash in an amount that the Board
      shall determine in its sole discretion is equal to the fair market value
      of such Awards on the date of such event, which in the case of Options or
      SARs shall be the excess of the Fair Market Value of Common Stock on such
      date over the exercise or strike price of such Award.

      15. Restrictions. No Common Stock or other form of payment shall be issued
with respect to any Award unless the Company shall be satisfied based on the
advice of its counsel that such issuance will be in compliance with applicable
federal and state securities laws. Certificates evidencing shares of Common
Stock delivered under this Plan (to the extent that such shares are so
evidenced) may be subject to such stop transfer orders and other restrictions as
the Administrator may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any securities exchange
or transaction reporting system upon which the Common Stock is then listed or to
which it is admitted for quotation and any applicable federal or state
securities law. The Administrator may cause a legend or legends to be placed
upon such certificates (if any) to make appropriate reference to such
restrictions.

      16. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants under this Plan, any
such accounts shall be used merely as a bookkeeping convenience, including
bookkeeping accounts established by a third party administrator retained by the
Company to administer the Plan. The Company shall not be required to segregate
any assets for purposes of this Plan or Awards hereunder, nor shall the Company,
the Board or the Administrator be deemed to be a trustee of any benefit to be
granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to an Award under this Plan shall be based solely upon
any contractual obligations that may be created by this Plan and any Award
Agreement or the terms of the Award, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board nor the Administrator
shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.

                                      -12-
<PAGE>
      17. Right to Employment. Nothing in the Plan or an Award Agreement shall
interfere with or limit in any way the right of the Company to terminate any
Participant's employment or other service relationship at any time, nor confer
upon any Participant any right to continue in the capacity in which he or she is
employed or otherwise serves the Company.

      18. Successors. All obligations of the Company under the Plan with respect
to Awards granted hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.

      19. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of Texas.

      20. Effectiveness; Term. The Plan shall be effective on the date the Plan
has been approved by the Board. No Awards shall be made after the tenth
anniversary of the effective date of the Plan.