<PAGE>

                                                                     EXHIBIT 4.1

                           SPEEDWAY MOTORPORTS, INC.

                         EMPLOYEE STOCK PURCHASE PLAN

                             AMENDED AND RESTATED

                                     AS OF

                                  MAY 3, 2000
<PAGE>

                           SPEEDWAY MOTORSPORTS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                              AMENDED AND RESTATED

                                      AS OF

                                   MAY 3, 2000

                                TABLE OF CONTENTS

                                                                         Page


ARTICLE I. PURPOSE; DEFINITIONS; CONSTRUCTION...............................1

         1.1    Purpose of Plan.............................................1

         1.2    Definitions.................................................1

                (a)    "Account"............................................1

                (b)    "Base Pay"...........................................1

                (c)    "Board of Directors".................................1

                (d)    "Business Day".......................................1

                (e)    "Cause"..............................................1

                (f)    "Code"...............................................1

                (g)    "Committee"..........................................2

                (h)    "Company"............................................2

                (i)    "Company Stock"......................................2

                (j)    "Contributions"......................................2

                (k)    "Effective Date".....................................2

                (l)    "Employee"...........................................2

                (m)    "Employer"...........................................2

                (n)    "Exercise Date"......................................2

                (o)    "Grant Date".........................................2

                (p)    "Option".............................................2

                (q)    "Participant"........................................2

                (r)    "Plan"...............................................2

         1.3    Construction................................................3

                                       i
<PAGE>

<TABLE>
<S>     <C>     <C>                                                                                           <C>
ARTICLE II. ADMINISTRATION....................................................................................3

         2.1    Appointment and Procedure of Committee........................................................3

         2.2    Authority of Committee........................................................................3


ARTICLE III. PARTICIPATION....................................................................................3

         3.1    Eligibility to Participate....................................................................3

         3.2    Restrictions on Participation.................................................................4

         3.3    Leave of Absence..............................................................................4


ARTICLE IV. CONTRIBUTIONS.....................................................................................4

         4.1    Payroll Deductions............................................................................4

         4.2    Direct Payment................................................................................5

         4.3    Leave of Absence..............................................................................5

         4.4    Contributions to Accounts.....................................................................5

         4.5    Withdrawal of Contributions from Plan.........................................................5

         4.6    Termination of Employment.....................................................................5


ARTICLE V. OPTIONS............................................................................................5

         5.1    Company Stock Available for Options...........................................................5

         5.2    Granting of Options...........................................................................6

         5.3    Option Price..................................................................................6

         5.4    Option Period.................................................................................6

         5.5    Exercise of Options...........................................................................7

                (a)    Automatic Exercise.....................................................................7

                (b)    Nontransferability of Options..........................................................7

                (c)    Effect of Termination of Employment....................................................7

                       (i)    Termination of Employment Related to Cause......................................7

                       (ii)   Termination of Employment Due to Death..........................................7

                       (iii)  Other Termination of Employment.................................................8

                (d)    Leave of Absence.......................................................................8

                (e)    Delivery of Stock......................................................................8

</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>     <C>     <C>                                                                                          <C>


                (f)    Acceleration of Exercisability of Options Upon Occurrence  of Certain Events...........8

                (g)    Registration, Listing and Qualification of Shares of Stock.............................9


ARTICLE VI.  MISCELLANEOUS....................................................................................9

         6.1    Adjustments Upon Changes in Capitalization....................................................9

         6.2    Approval of Stockholders......................................................................9

         6.3    Amendment, Suspension and Termination.........................................................9

         6.4    Intent to Comply With Code Section 423.......................................................10

         6.5    Equal Rights and Privileges..................................................................10

         6.6    Use of Funds.................................................................................10

         6.7    Withholding..................................................................................10

         6.8    Effect of Plan...............................................................................10

         6.9    No Employment Rights.........................................................................10

         6.10   Governing Law................................................................................11

         6.11   Other Actions................................................................................11
</TABLE>

                                      iii
<PAGE>

                           SPEEDWAY MOTORSPORTS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                              AMENDED AND RESTATED
                                      AS OF
                                   MAY 3, 2000

                 ARTICLE I. PURPOSE; DEFINITIONS; CONSTRUCTION

        1.1 Purpose of Plan. The purpose of the Plan, which shall be known as
            ---------------
the Speedway Motorsports, Inc. Employee Stock Purchase Plan (the "Plan"), is to
provide employees of Speedway Motorsports, Inc. (the "Company") and its
participating subsidiaries (which hereinafter shall be referred to collectively
with the Company as the "Employer") an opportunity to acquire a proprietary
interest in the Company through the purchase of the common stock, $.01 par value
per share, of the Company. This Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code").

        1.2 Definitions. Throughout this Plan, the following terms shall have
            -----------
the meanings indicated:

            (a) "Account" shall mean a memorandum account maintained to record
each Participant's Contributions pending purchase of Company Stock.

            (b) "Base Pay" shall mean the Participant's regular cash
compensation (excluding overtime pay, bonuses, shift premiums, commissions,
fringe benefits, other special payments and imputed income) determined without
reduction for Contributions made under this Plan or contributions to any Code
Section 401(k) or Section 125 Plan.

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

            (d) "Business Day" shall mean any day other than a Saturday, Sunday
or holiday.

            (e) "Cause" shall mean any act, action or series of acts or actions
or any omission, omissions or series of omissions which, in the opinion of the
Committee, result in, or which have the effect of resulting in, (i) the
commission of a crime by the Participant involving moral turpitude, which crime
has a material adverse impact on the Employer, (ii) gross negligence or willful
misconduct which is continuous and results in material damage to the Employer,
or (iii) the continuous, willful failure of the person in question to follow the
reasonable directives of the Employer.

            (f) "Code" shall mean the Internal Revenue Code of 1986, as amended,
any successor revenue laws of the United States, and the rules and regulations
promulgated thereunder.

                                       1
<PAGE>

        (g) "Committee" shall mean the Compensation Committee of the Board of
Directors, or in the event that there is no Compensation Committee or to the
extent the authority of the Compensation Committee is limited, the Board of
Directors.

        (h) "Company" shall mean Speedway Motorsports, Inc., a company organized
and existing under the laws of the State of Delaware.

        (i) "Company Stock" shall mean the common stock, $.0l par value per
share, of the Company.

        (j) "Contributions" shall mean the after-tax payroll deductions or other
permissible contributions made by Participants to the Plan pursuant to Article
IV.

        (k) "Effective Date" shall mean July 1, 1996 or as soon as
administratively practicable thereafter. The Plan's original effective date was
April 1, 1996.

        (l) "Employee" shall mean any person who (i) is employed on a full-time
or part-time basis by a participating Employer, (ii) is regularly scheduled to
work more than twenty hours per week, and (iii) is customarily employed more
than five months in any calendar year. Independent contractors and outside
directors shall not be included in the definition of Employee for purposes of
this Plan.

        (m) "Employer" shall mean the Company and any of its present or future
subsidiaries (within the meaning of Sections 424(f) and (g) of the Code) which
the Committee may designate from time to time as participating Employers under
this Plan for purposes of a Grant Date.

        (n) "Exercise Date" shall mean the last Business Day of March, June,
September and December on which the principal trading market for Company Stock
is open for trading, plus any other interim dates during the year which the
Committee designates as Exercise Dates.

        (o) "Grant Date" shall mean January 1 of each year during the term of
the Plan, plus any other interim dates during the year designated by the Board
of Directors or the Committee.

        (p) "Option" shall mean an option to purchase shares of Company Stock
granted to a Participant pursuant to this Plan.

        (q) "Participant" shall mean an Employee participating in this Plan in
accordance with Article III.

        (r) "Plan" shall mean this Speedway Motorsports, Inc. Employee Stock
Purchase Plan, as amended and restated as of May 3, 2000, and as subsequently
amended from time to time.

                                       2
<PAGE>

        1.3 Construction. The masculine gender, where appearing in the Plan,
            ------------
shall be deemed to include the feminine gender, unless the context clearly
indicates to the contrary. The words "hereof," "herein," "hereunder" and other
similar compounds of the word "here" shall mean and refer to the entire Plan and
not to any particular provision or Section.

                           ARTICLE II. ADMINISTRATION

        2.1 Appointment and Procedure of Committee. The Plan shall be
            --------------------------------------
administered by the Board of Directors or the Compensation Committee appointed
by the Board of Directors. The Committee shall be appointed from time to time by
the Board of Directors and shall consist of not fewer than two of its members.
No member of the Board of Directors who serves on the Committee shall be
eligible to participate in the Plan. The Committee shall hold its meetings at
such times and places as it may determine. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all members shall be as effective as if it had been made by a majority
vote at a meeting duly called and held. The Committee may appoint a Secretary
(who need not be a member of the Committee).

        2.2 Authority of Committee. The Committee, subject to the terms of the
            ----------------------
Plan, shall have plenary authority in its discretion to interpret and construe
the Plan (including, without limitation, any of its terms which are uncertain,
doubtful or disputed); to decide all questions of Employee eligibility
hereunder; to determine the amount, manner and timing of all Options and
purchases of Company Stock hereunder; to establish, amend and rescind rules and
regulations pertaining to the administration of the Plan; and to make
determinations and interpretations and take such other administrative actions as
it deems necessary or advisable for the administration of this Plan. The express
grant in the Plan of any specific power to the Committee shall not be construed
as limiting any power or authority of the Committee. No member of the Committee
shall be liable for any act, determination or omission with respect to his
service on the Committee, if he acts in good faith and in a manner he reasonably
believes to be in or not opposed to the best interests of the Employer. All
expenses of administering this Plan shall be borne by the Employer.

                           ARTICLE III. PARTICIPATION

        3.1 Eligibility to Participate. Subject to the restrictions of Section
            --------------------------
3.2 below, effective January 1, 2001, an Employee shall be eligible to
participate in this Plan on a Grant Date if, as of such Grant Date, the Employee
has been in the continuous service of the Employer for at least six consecutive
months and remains employed with the Employer. Prior to January 1, 2001, an
Employee shall be eligible to participate in this Plan on a Grant Date if, as of
such Grant Date, the Employee has been in the continuous service of the Employer
for at least one year and remains employed with the Employer. For this purpose,
years of employment prior to the Effective Date will be considered. If the Board
of Directors or the Committee designates an interim Grant Date after January 1,
2000 and before January 1, 2001, an Employee shall be eligible to participate in
this Plan on such Grant Date if the Employee had been in the continuous service
of the Employer for at least six consecutive months as of January 1, 2000 and
remains employed with the Employer; provided, however, that an Employee who
already had been

                                       3
<PAGE>

eligible to participate in the Plan on January 1, 2000 shall not be eligible to
participate on such interim Grant Date.

        For purposes of eligibility to participate in this Plan, the following
service also shall be recognized: (a) service with an entity prior to the
acquisition by the Company, or one of its subsidiaries, of a controlling
interest in or substantially all of the assets of such entity, and (b) service
with Sonic Automotive, Inc. and its subsidiaries.

        3.2 Restrictions on Participation. Notwithstanding the foregoing Section
            -----------------------------
3.1, no Employee shall be eligible to participate in the Plan if such Employee
owns or holds options to purchase (or upon participation in this Plan would own
or hold options to purchase) stock possessing an aggregate of 5% or more of the
total combined voting power or value of all classes of stock of the Company or
any of its subsidiaries (as determined in accordance with the rules of Code
Section 424(d) relating to attribution of stock ownership).

        3.3 Leave of Absence. Termination by the Company of an Employee's bona
            ----------------
fide leave on absence, other than termination of such leave of absence on return
to regular full-time or part-time employment, shall terminate an Employee's
employment for all purposes of the Plan. Notwithstanding the foregoing, for
purposes of participation in the Plan, an Employee on a leave of absence shall
be deemed to continue to be an Employee for the first ninety days of such leave
of absence and such Employee's employment shall be deemed to have terminated at
the close of business on the ninetieth day of such leave of absence unless such
Employee shall have returned to regular full-time or part-time employment prior
to the close of business on such ninetieth day (or unless the Employee's
reemployment is guaranteed by law or contract).

                           ARTICLE IV. CONTRIBUTIONS

        4.1 Payroll Deductions. By written election, made and filed with the
            ------------------
Committee pursuant to the Committee's rules and procedures, a Participant may
elect to designate a whole percentage between one percent and ten percent (or
such higher or lower percentage as may be allowed by the Committee's rules and
procedures) of his Base Pay to be deferred by payroll deduction as a
Contribution to the Plan. Payroll deductions shall commence as soon as
administratively practicable following the filing of such written election with
the Committee. The Committee may develop in its discretion additional rules and
procedures regarding payroll deduction elections.

        A Participant may change or revoke his payroll deduction amount by
filing, on such forms and in accordance with such rules and procedures as the
Committee may prescribe in its discretion, a revised written election with the
Committee. Such modification or revocation shall take effect as soon as
administratively practicable after the Committee's receipt of such revised
election. Notwithstanding the foregoing, a Participant may change his payroll
deduction election only once each calendar quarter, or as otherwise specifically
allowed by the Committee's rules and procedures. If payroll deductions are
discontinued, payroll deductions may not be resumed by the Participant until the
payroll period which begins on or after the following Exercise Date, or as
otherwise specifically allowed by the Committee's rules and procedures. Under no

                                       4
<PAGE>

circumstances may a Participant's payroll deduction election be made, modified
or revoked retroactively.

        4.2 Direct Payment. In accordance with such rules and procedures as the
            --------------
Committee may prescribe in its discretion, in lieu of payroll deductions
pursuant to Section 4.1, a Participant may elect to make Contributions by direct
cash payment (including by check, subject to the Committee's rules and
procedures) to the Plan rather than by payroll deduction. Such direct payments
must be received by the Plan at least ten Business Days prior to an Exercise
Date in order for such payments to be applied in the exercise of an Option
toward the purchase of Company Stock on such Exercise Date.

        4.3 Leave of Absence. If a Participant goes on a bona fide leave of
            ----------------
absence, such Participant shall have the right to elect to (a) withdraw from the
Plan and receive a distribution of the balance in his Account pursuant to
Section 4.5, (b) discontinue Contributions to the Plan but remain a Participant
in the Plan, or (c) subject to Section 3.3, remain a Participant in the Plan
during such leave of absence, authorizing deductions to be made from payments by
the Company to the Participant during such leave of absence or making direct
cash payments to the Plan pursuant to Section 4.2.

        4.4 Contributions to Accounts. A memorandum Account shall be established
            -------------------------
by the Committee for each Participant for the purpose of accounting for
Contributions. Contributions shall be credited to Accounts as soon as
administratively practicable following payroll withholding or receipt of other
permissible direct cash payment. Amounts credited to Accounts will not accrue
interest.

        4.5 Withdrawal of Contributions from Plan. Prior to the end of a
            -------------------------------------
calendar quarter, a Participant may elect to withdraw the Contributions then
credited to his Account by filing written notice thereof with the Committee on
such forms and in accordance with such procedures as the Committee may
prescribe. The Participant's Contributions shall be distributed to him as soon
as administratively practicable after the Committee's receipt of his notice of
withdrawal and, if applicable, payroll deductions from his Base Pay shall cease.

        4.6 Termination of Employment. Upon termination of a Participant's
            -------------------------
employment for any reason, such Participant may no longer make Contributions to
the Plan or be granted Options under the Plan. A Participant's right to exercise
any unexpired Option he holds as of his termination of employment for any reason
unrelated to Cause may continue, if he so elects, until the next Exercise Date
following such termination of employment pursuant to Section 5.5(c)(ii) or
(iii), or he may withdraw the Contributions then credited to his Account in
accordance with Section 4.5.

                               ARTICLE V. OPTIONS

        5.1 Company Stock Available for Options. There shall be available for
            -----------------------------------
Options under the Plan an aggregate maximum of 400,000 shares of Company Stock,
subject to any adjustments which may be made pursuant to Section 6.1 of the Plan
in connection with changes in capitalization of the Company. Shares of Company
Stock used for purposes of the Plan may

                                       5
<PAGE>

be either authorized and unissued shares, or previously issued shares held in
the treasury of the Company, or both. Shares of Company Stock covered by Options
which have expired prior to exercise shall be available for further Options
granted hereunder.

        5.2 Granting of Options. The Plan shall be implemented by annual
            -------------------
offerings of approximately twelve months duration (except as otherwise provided
in Section 5.4 or in the event of interim Grant Dates designated by the Board of
Directors or the Committee). On each Grant Date, all Employees eligible to
receive an Option on such Grant Date shall be granted an Option to purchase
shares of Company Stock. Prior to each Grant Date, the Committee shall determine
the number of shares of Company Stock available for purchase under each Option
to be granted on such Grant Date; provided that, the same number of shares will
be available under each Option granted on such Grant Date. No Participant may be
granted an Option which permits his rights to purchase stock under this Plan and
all other employee stock purchase plans of the Company or Employer to accrue at
a rate which exceeds $25,000 of the fair market value of such stock (determined
at the time such Option is granted) for each calendar year in which such Option
is outstanding at any time. Furthermore, no Participant may be granted Options
in any calendar year which permits the Participant to purchase more than 500
shares of Company Stock, subject to any adjustments which are made pursuant to
Section 6.1 (or such higher or lower number as the Committee may establish with
respect to all subsequently granted Options for all Participants in the Plan,
subject to the limitations of Code Section 423).

        5.3 Option Price. The purchase price per share of Company Stock acquired
            ------------
pursuant to the exercise of all or any portion of an Option granted under this
Plan shall be ninety percent of the lesser of (i) the fair market value per
share of Company Stock on the applicable Grant Date, and (ii) the fair market
value per share of Company Stock on the applicable Exercise Date. For purposes
of this Section 5.3, the fair market value per share of Company Stock shall be
the closing price on the last Business Day prior to the date of reference, or in
the event that no sales take place on such date, the average of the closing high
bid and low asked prices, in either case on the principal national securities
exchange on which the Company Stock is listed or admitted to trading, or if the
Company Stock is not listed or admitted to trading on any national securities
exchange, the last sale price reported on the National Market System of the
National Association of Securities Dealers Automated Quotation system ("NASDAQ")
on such date, or the average of the closing high bid and low asked prices of the
Company Stock in the over-the-counter market reported on NASDAQ on such date, as
furnished to the Committee by any New York Stock Exchange member selected from
time to time by the Committee for such purposes. If there is no bid or asked
price reported on any such date, the fair market value shall be determined by
the Committee in accordance with the regulations promulgated under Code Section
2031, or by any other appropriate method selected by the Committee.

        5.4 Option Period. Each Option granted to a Participant under the Plan
            -------------
shall expire on the earliest of (a) the last Exercise Date of the calendar year
in which the Option was granted, (b) the Participant's voluntary withdrawal from
the Plan following termination of employment, and (c) the date of the
Participant's termination of employment related to Cause, or the Exercise Date
immediately following the Participant's termination of employment for any reason
unrelated to Cause. In no event will the duration of an Option period exceed
twenty-seven

                                       6
<PAGE>

months (or such other applicable period permitted under Code Section 423(b)(7))
from the date on which such Option is granted.

        5.5 Exercise of Options.
            -------------------

            (a) Automatic Exercise. Any Option granted to a Participant shall be
                ------------------
exercised automatically on each Exercise Date during the calendar year of the
Option's Grant Date in whole or in part such that the Participant's accumulated
Contributions as of such Exercise Date shall be applied to the purchase of the
maximum number of whole shares of Company Stock that his Contributions will
allow at the applicable Option price (determined in accordance with Section
5.3), limited to the number of shares subject to such Option. In the event that
the number of shares of Company Stock that may be purchased by all Participants
in the Plan exceeds the number of shares then available for issuance under the
Plan, the Committee shall make a pro rata allocation of the available shares in
as uniform a manner as it determines to be practicable and equitable. Any
remaining Contributions in the Participant's Account amounting to less than the
Option price of a whole share of Company Stock shall be carried forward and
applied on the next Exercise Date; provided that, Contributions remaining after
the last Exercise Date of the calendar year may be distributed to the
Participant at his election.

            (b) Nontransferability of Options. During a Participant's lifetime,
                -----------------------------
Options held by such Participant shall be exercisable only by that Participant.
No Option shall be transferable other than by will or the laws of descent and
distribution.

            (c) Effect of Termination of Employment.
                -----------------------------------

                (i)  Termination of Employment Related to Cause. Upon
                     ------------------------------------------
termination of a Participant's employment related to Cause, the Participant's
participation in the Plan also shall terminate. Any unexpired Option he holds
will expire as of the date of his termination of employment. Remaining
contributions credited to his Account shall be distributed to the Participant as
soon as administratively practicable following termination of employment.

                (ii) Termination of Employment Due to Death. In the event of the
                     --------------------------------------
death of the Participant while employed, or during the period following his
termination of employment for any reason unrelated to Cause but prior to the
next Exercise Date, the Participant's estate shall have the right to elect by
written notice to the Committee prior to the earlier of the expiration of sixty
days commencing with the date of the Participant's death and the Exercise Date
next following the date of the Participant's death:

                     (A) To withdraw all of the Contributions then credited to
the Participant's Account under the Plan, or

                     (B) To allow any unexercised Options held by the
Participant as of the date of his death for the purchase of Company Stock to be
exercised on the Exercise Date next following the date of the Participant's
death in accordance with Section 5.5(a), but only to the extent such Options
were exercisable on the date of the Participant's death, with any

                                       7
<PAGE>

remaining Contributions credited to the Participant's Account being distributed
to the Participant's estate as soon as administratively practicable after such
Exercise Date.

In the event that no such written election is timely and properly received by
the Committee, all Contributions credited to the Participant's Account shall be
distributed to the Participant's estate. In no event shall any Option be
exercisable beyond the applicable exercise period specified in Section 5.4 of
the Plan.

                (iii) Other Termination of Employment. Upon termination of a
                      -------------------------------
Participant's employment for any reason unrelated to Cause or death, the
Participant may at his election:

                      (A) Withdraw from the Plan pursuant to Section 4.5 and
request the return of the remaining Contributions then credited to his Account,
or

                      (B) Continue participation in the Plan, subject to the
provisions of Section 4.6, until the Exercise Date next following his date of
termination of employment for the limited purpose of allowing any unexpired
Options he holds as of his termination of employment to be exercised
automatically in accordance with Section 5.5(a) on the Exercise Date next
following his termination of employment, but only to the extent such Options
were exercisable on the date of the Participant's termination of employment,
with any remaining Contributions credited to the Participant's Account being
distributed to the Participant as soon as administratively practicable after
such Exercise Date.

            (d) Leave of Absence. A Participant on a bona fide leave of absence
                ----------------
shall, subject to the election made by such Participant pursuant to Section 4.3
and subject to this Section 5.5(d), continue to be a Participant in the Plan so
long as such Participant is on such bona fide leave of absence. A Participant
who has been on a bona fide leave of absence for more than ninety days and who
therefore is not an Employee for purposes of the Plan (unless the right to
reemployment is guaranteed by statute or contract) shall not be entitled to
participate in any offering commencing on any Grant Date following the ninetieth
day of such leave of absence. Notwithstanding any other provisions of the Plan,
unless a Participant on a bona fide leave of absence returns to regular
full-time or part-time employment with the Employer at the earlier of (i) the
termination of such leave of absence, or (ii) the day after the ninetieth day of
such leave of absence, such Participant's employment shall be deemed to have
terminated for purposes of the Plan on whichever of such dates first occurs
(unless the Participant's right to reemployment is guaranteed by statute or
contract).

            (e) Delivery of Stock. As soon as administratively practicable after
                -----------------
each Exercise Date, the Company or the Committee will deliver, as applicable,
certificates evidencing shares of Company Stock purchased under this Plan.

            (f) Acceleration of Exercisability of Options Upon Occurrence of
                ------------------------------------------------------------
Certain Events. In connection with any merger or consolidation in which the
--------------
Company is not the surviving corporation and which results in the holders of the
outstanding voting securities of the Company (determined immediately prior to
such merger or consolidation) owning less than a

                                       8
<PAGE>

majority of the outstanding voting securities of the surviving corporation
(determined immediately following such merger or consolidation), or any sale or
transfer by the Company of all or substantially all its assets or any tender
offer or exchange offer for or the acquisition, directly or indirectly, by any
person or group of all or a majority of the then-outstanding voting securities
of the Company, all outstanding Options under the Plan shall become exercisable
in full, notwithstanding any other provision of the Plan or of any outstanding
Options granted thereunder, on and after (i) the fifteenth day prior to the
effective date of such merger, consolidation, sale, transfer or acquisition or
(ii) the date of commencement of such tender offer or exchange offer, as the
case may be. Notwithstanding the foregoing, in no event shall any Option be
exercisable after the date of termination of the exercise period of such Option
specified in Section 5.4.

            (g) Registration, Listing and Qualification of Shares of Stock. Each
                ----------------------------------------------------------
Option shall be subject to the requirement that if at any time the Company shall
determine that the registration, listing or qualification of shares of Company
Stock covered thereby upon any securities exchange or under any federal or state
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such option or the purchase of shares of Company Stock thereunder, no such
Option may be exercised unless and until such registration, listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company. The Company may require that any
person for whom an Option is being exercised make such representations and
agreements and furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal requirement.

                           ARTICLE VI. MISCELLANEOUS

        6.1 Adjustments Upon Changes in Capitalization. In the event of a
            ------------------------------------------
reorganization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering or any other change in the corporate structure or
shares of the Company, the Committee may make such adjustments to the extent and
in the manner it deems appropriate in the number and/or kind of shares of
Company Stock available for issuance under the Plan, the number and/or kind of
shares of Company Stock subject to outstanding Options under the Plan, and in
the Option exercise price per share. In addition, the Committee may make such
other adjustments as it determines to be equitable. Any adjustments made
pursuant to this Section 6.1 remain subject to the limitations of Code Section
423 (including its $25,000 annual limitations).

        6.2 Approval of Stockholders. Within twelve months before or after the
            ------------------------
Plan is originally adopted, this Plan must be approved by a majority of the
votes cast thereon by the stockholders of the Company at a meeting of
stockholders duly called and held for such purpose or by unanimous written
consent of such stockholders, and no Option granted hereunder shall be
exercisable prior to such approval.

        6.3 Amendment, Suspension and Termination. The Board of Directors may at
            -------------------------------------
any time amend, suspend or terminate this Plan; provided, however, that no
amendment, suspension or termination may, without the consent of a Participant,
adversely affect the rights of the Participant under any Option he then holds;
and provided further, that approval by the

                                       9
<PAGE>

stockholders of the Company shall be required for an amendment, suspension or
termination to the extent necessary to comply with any applicable law or
regulation or the rules of any self-regulatory organization that are applicable
to the Company or this Plan. Any required stockholder approval shall be deemed
to have been given upon approval by a majority of the votes cast on such
amendment, suspension or termination by the stockholders of the Company at a
meeting of stockholders duly called and held for such purpose or by unanimous
written consent of such stockholders. The Plan will continue until terminated by
the Board of Directors or until all of the shares of Company Stock reserved for
issuance under the Plan have been issued, whichever first occurs.

        6.4 Intent to Comply With Code Section 423. It is intended that this
            --------------------------------------
Plan qualify as an "employee stock purchase plan" under Code Section 423. The
provisions of this Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that Section of
the Code. In the event of an inconsistency between the Plan and Code Section
423, the Plan shall be interpreted in a manner which complies with the
requirements of Code Section 423 and the regulations thereunder, without further
act or amendment by the Company or the Board of Directors unless otherwise
required pursuant to Section 6.3 of this Plan.

        6.5 Equal Rights and Privileges. All Participants granted Options under
            ---------------------------
this Plan shall have equal rights and privileges within the meaning of Code
Section 423(b)(5) and the regulations thereunder. The provisions applying to one
Option granted on a Grant Date must apply in the same manner to all other
Options granted on such Grant Date.

        6.6 Use of Funds. All Contributions received and held by the Employer
            ------------
under this Plan may be used by the Employer for any corporate purpose and the
Employer shall not be obligated to segregate such Contributions.

        6.7 Withholding. It shall be a condition to the obligation of the
            -----------
Company to issue shares of Company Stock upon exercise of an Option that the
Participant (or his estate pursuant to Section 5.5(c)(ii)), through payroll
withholding, cash payment or otherwise, make adequate provision acceptable to
the Company to satisfy any tax withholding obligations arising in connection
with Options granted hereunder or Common Stock acquired upon the exercise
thereof, including taxes owed by the Participant due to the disposition of
Company Stock by the Participant prior to the expiration of the holding periods
described in Code Section 423 (a).

        6.8 Effect of Plan. This Plan shall be binding upon each Participant and
            --------------
his successors, including, without limitation, such Participant's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
Participant.

        6.9 No Employment Rights. Nothing in this Plan or in any Option granted
            --------------------
pursuant to the Plan shall be construed as a contract of employment between the
Employer and any employee, or as a right of any employee to continue in the
employ of the Employer, or as a limitation of the right of the Employer to
discharge any of its employees, with or without cause.

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<PAGE>

        6.10 Governing Law. This Plan and all rights and obligations hereunder
             -------------
shall be construed in accordance with and governed by the laws of the State of
North Carolina (excluding the principles of conflict of laws thereof), except to
the extent such laws are preempted by the laws of the United States.

        6.11 Other Actions. Nothing contained in the Plan shall be construed to
             -------------
limit the authority of the Company to exercise its corporate rights and powers,
including, but not by way of limitation, the right of the Company to grant or
assume options for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or association.

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