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                                                                   Exhibit 10.1

                           HIGHWOODS PROPERTIES, INC.
                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN: DEFINITIONS

     The name of the plan is the Highwoods Properties, Inc. Amended and Restated
1994 Stock Option Plan (the "Plan"). The purpose of the Plan is to encourage and
enable the officers, employees and directors of Highwoods Properties, Inc. (the
"Company") and its Subsidiaries upon whose judgment, initiative and efforts the
Company largely depends for the successful conduct of its business to acquire a
proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company, thereby stimulating
their efforts on the Company's behalf and strengthening their desire to remain
with the Company.

     The following terms shall be defined as set forth below:

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

     "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, Phantom Stock and Restricted Stock Awards.

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

     "Cause" means and shall be limited to a vote of the Board resolving that
the participant should be dismissed as a result of (i) any material breach by
the participant of any agreement to which the participant and the Company are
parties, (ii) any act (other than retirement) or omission to act by the
participant which may have a material and adverse effect on the business of the
Company or any Subsidiary or on the participant's ability to perform services
for the Company or any Subsidiary, including, without limitation, the commission
of any crime (other than ordinary traffic violations), or (iii) any material
misconduct or neglect of duties by the participant in connection with the
business or affairs of the Company or any Subsidiary.

     "Change Of Control" is defined in Section 13.

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

     "Committee" means the Board or any Committee of the Board referred to in
Section 2.

     "Disability" means disability as set forth in Section 22(e)(3) of the Code.

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     "Effective Date" means the date on which the Plan is approved by the
stockholders as set forth in Section 15.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the related rules, regulations and interpretations.

     "Fair Market Value" on any given date means the last reported sale price at
which the Shares are traded on such date or, if no Shares are traded on such
date, the most recent date on which the Shares were traded, as reflected on the
New York Stock Exchange or, if applicable, any other national stock exchange on
which the Shares are traded.

     "Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.

     "Independent Director" means a member of the Board who is not also an
employee of the Company or any Subsidiary. A director emeritus shall not be
considered as an active Board member for purposes of this definition.

     "Meeting Fees" means the fees paid by the Company to each Independent
Director as compensation for attending meetings of the Board or any committee of
the Board.

     "Non-Employee Director" means a director who qualifies as such under Rule
16b-3(b)(3) promulgated under the Act or any successor definition under the Act.

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

     "Option" or "Stock Option" means any option to purchase Shares granted
pursuant to Section 5.

     "Phantom Stock" means Awards granted pursuant to Section 8.

     "Restricted Stock Award" means Awards granted pursuant to Section 5(c) or
Section 7.

     "Restricted Shares" means Shares subject to restrictions as provided in
Section 7 and the subject of a Restricted Stock Award.

     "Retainer Fee" means any annual fees paid by the Company to each
Independent Director, including fees paid for service on a committee of the
Board.

     "Share" means one or more, respectively, of the Company's shares of common
stock, par value $.01 per share, subject to adjustments pursuant to Section 3.

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     "Stock Appreciation Rights" ("SARS") means Awards granted pursuant to
Section 6.

     "Subsidiary" means Highwoods Services, Inc. and any corporation or other
entity (other than the Company) in any unbroken chain of corporations or other
entities, beginning with the Company, if each of the corporations or entities
(other than the last corporation or entity in the unbroken chain) owns stock or
other interests possessing 50% or more of the economic interest or the total
combined voting power of all classes of stock or other interests in one of the
other corporations or entities in the chain.

SECTION 2. ADMINISTRATION OF PLAN: COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
           AND DETERMINE AWARDS

     (a)  Committee. Except as set forth in Section 2(c), the Plan shall be
administered by the executive compensation committee of the Board, or any other
committee of not less than two Non-Employee Directors performing similar
functions, as appointed by the Board from time to time. Only Non-Employee
Directors may vote with respect to transactions involving an award or other
acquisition from the Company.

     (b)  Powers of Committee. The Committee shall have the power and authority
to grant Awards consistent with the terms of the Plan, including the power and
authority:

          (i)    to select participants to whom Awards may be granted from time
to time;

          (ii)   to determine the time or times of grant, and the extent, if
any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Phantom Stock, and Restricted Stock Awards, or any combination of the
foregoing, granted to any one or more participants;

          (iii)  to determine the number of Shares to be covered by any Award;

          (iv)   to determine and modify 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, and to
approve the form of written instruments evidencing the Awards;

          (v)    to accelerate the exercisability or vesting of all or any
portion of any Award;

          (vi)   subject to the provisions of Section 5(a)(iii), to extend the
period in which Stock Options may be exercised;

          (vii)  to determine whether, to what extent, and under what
circumstances Shares and other amounts payable with respect to an Award shall be
deferred either automatically

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or at the election of the participant and whether and to what extent the Company
shall pay or credit amounts constituting interest (at rates determined by the
Committee) or dividends or deemed dividends on such deferrals; and

          (viii) 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 Awards
(including related written instruments); to make all determinations it deems
advisable for the administration of the Plan; to decide all disputes arising in
connection with the Plan; and to otherwise 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 AVAILABLE UNDER THE PLAN; MERGERS; SUBSTITUTIONS

     (a)  Shares Issuable. The maximum number of Shares reserved and available
for issuance under the Plan shall be 6,000,000 Shares of which not more than
600,000 Shares may be Restricted Shares granted as provided in Section 5(c) or
Section 7 hereof. For purposes of this limitation, the Shares underlying any
Awards which are forfeited, canceled, reacquired by the Company, satisfied
without the issuance of Shares or otherwise terminated (other than by exercise)
shall be added back to the Shares available for issuance under the Plan so long
as the participants to whom such Awards had been previously granted received no
benefits of ownership of the underlying Shares to which the Award related.
Subject to such overall limitation, Shares may be issued up to such maximum
number 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.

     (b)  Stock Dividends, Mergers, Etc. In the event of a stock dividend, stock
split or similar change in capitalization affecting the Shares, the Committee
shall make appropriate adjustments in (i) the number and kind of stock or
securities on which Awards may thereafter be granted, (ii) the number and kind
of stock or securities remaining subject to outstanding Awards, and (iii) the
option or purchase price in respect of such stock or securities. In the event of
any merger, consolidation, dissolution or liquidation of the Company, the
Committee in its sole discretion may, as to any outstanding Awards, make such
substitution or adjustment in the aggregate number of Shares reserved for
issuance under the Plan and the number and purchase price (if any) of Shares
subject to such Awards as it may determine and as may be permitted by the terms
of such transaction, or amend or terminate such Awards upon such terms and
conditions as it shall provide (which, in the case of the termination of the
vested portion of any Award, shall require payment or other consideration which
the Committee deems equitable in the circumstances).

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     (c)  Substitute Awards. The Committee 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.

SECTION 4. ELIGIBILITY

     Participants in the Plan will be such directors, full or part-time officers
and other employees of the Company and its Subsidiaries who are responsible for
or contribute to the management, growth, or profitability of the Company and its
Subsidiaries and who are selected from time to time by the Committee, in its
sole discretion.

SECTION 5. STOCK OPTIONS

     Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

     Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. To the extent that any Option does not qualify
as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.

     No Incentive Stock Option shall be granted under the Plan after June 16,
2004.

     (a)  Stock Options Granted to Employees. The Committee in its discretion
may grant Stock Options to employees of the Company or any Subsidiary. Stock
Options granted to employees pursuant to this Section 5(a) 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:

          (i) Exercise Price. The exercise price per share for the Shares
covered by a Stock Option granted pursuant to this Section 5(a) shall be
determined by the Committee at the time of grant but shall not be less than 100%
of Fair Market Value on the date of grant. Notwithstanding the foregoing, with
respect to Non-Qualified Stock Options which are granted in lieu of cash bonus,
the exercise price per share shall not be less than 50% of the Fair Market Value
on the date of grant. If an 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 of such Incentive Stock Option shall not be less
than 110% of Fair Market Value on the grant date.

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          (ii)  Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
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 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.

          (iii) Exercisability; Rights of a Stockholder. Stock Options shall
become vested and exercisable at such time or times, whether or not in
installments, as shall be determined by the Committee at or after the grant
date. The Committee may at any time accelerate the exercisability of all or any
portion of any Stock Option. An optionee shall have the rights of a stockholder
only as to Shares acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.

          (iv)  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. Payment of the purchase price may be made by
one or more of the following methods or by such other method as the Committee
may allow:

                (A) In cash, by certified or bank check or other instrument
acceptable to the Committee;

                (B) In the form of Shares that are not then subject to
restrictions under any Company plan and that have been held by the optionee for
at least six months, if permitted by the Committee in its discretion. Such
surrendered Shares shall be valued at Fair Market Value on the exercise date; or

                (C) By the optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the
Company to pay the purchase price; provided that in the event the optionee
chooses to pay the purchase price as so provided, the optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure. Payment instruments will be received subject to collection.

The delivery of certificates representing the Shares to be purchased pursuant to
the exercise of a Stock Option will be contingent upon receipt from the optionee
(or a purchaser acting in his stead in accordance with the provisions of the
Stock Option) by the Company of the full purchase price for such Shares and the
fulfillment of any other requirements contained in the Stock Option or
applicable provisions or laws.

          (v)   Non-Transferability of Options. No Stock Option shall be
transferable by

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the optionee otherwise than by will or by the laws of descent and distribution
and all Stock Options shall be exercisable, during the optionee's lifetime, only
by the optionee.

          (vi)   Termination By Reason of Death. If any optionee's employment by
the Company and its Subsidiaries terminates by reason of death, the Stock Option
may thereafter be exercised, to the extent exercisable at the date of death, by
the legal representative or legatee of the optionee, for a period of six months
(or such longer periods as the Committee shall specify at any time) from the
date of death, or until the expiration of the stated term of the Option, if
earlier.

          (vii)  Termination By Reason of Disability.

                 (A) Any Stock Option held by an optionee whose employment by
the Company and its Subsidiaries has terminated by reason of Disability may
thereafter be exercised, to the extent it was exercisable at the time of such
termination, for a period of six months (or such longer period as the Committee
shall specify at any time) from the date of such termination of employment, or
until the expiration of the stated term of the Option, if earlier.

                 (B) The Committee shall have sole authority and discretion to
determine whether a participant's employment has been terminated by reason of
Disability.

                 (C) Except as otherwise provided by the Committee at the time
of grant the death of an optionee during a period provided in this Section
5(a)(vii) for the exercise of a Non-Qualified Stock Option, shall extend such
period of six months from the date of death, subject to termination on the
expiration of the stated term of the Option, if earlier.

          (viii) Termination for Cause. If any optionee's employment by the
Company and its Subsidiaries has been terminated for Cause, any Stock Option
held by such optionee shall immediately terminate and be of no further force and
effect; provided, however, that the Committee may, in its sole discretion,
provide that such Stock Option can be exercised for a period of up to 30 days
from the date of termination of employment or until the expiration of the stated
term of the Option, if earlier.

          (ix)   Other Termination. Unless otherwise determined by the
Committee, if an optionee's employment by the Company and its Subsidiaries
terminate for any reason other than death, Disability, or for Cause, any Stock
Option held by such optionee may thereafter be exercised, to the extent it was
exercisable on the date of termination of employment for three months (or such
longer period as the Committee shall specify at any time) from the date of
termination of employment or until the expiration of the stated term of the
Option, if earlier.

          (x)    Annual Limit On Incentive Stock Options. To the extent required
for "incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the Shares
with respect to which Incentive Stock Options granted under this Plan and any
other plan of the Company or its Subsidiaries become

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exercisable for the first time by an optionee during any calendar year shall not
exceed $100,000.

          (xi)  Form of Settlement. Shares issued upon exercise of a Stock
Option shall be free of all restrictions under the Plan, except as otherwise
provided in this Plan.

     (b)  Reload Options. At the discretion of the Committee, Options granted
under Section 5(a) may include a so-called "reload" feature pursuant to which an
optionee exercising an option by the delivery of a number of Shares in
accordance with Section 5(a)(iv)(B) hereof would automatically be granted
additional Options (with an exercise price equal to the Fair Market Value of the
Stock on the date the additional Option is granted and with the same expiration
date as the original Option being exercised, and with such other terms as the
Committee may provide) to purchase that number of Shares equal to the number
delivered to exercise the original Option.

     (c)  Restricted Shares and Stock Options Granted to Independent Directors.

          (i)   Automatic Grant of Options. Each Independent Director shall
automatically be granted a Non-Qualified Stock Option to purchase 10,000 Shares
upon assuming his or her position on the Board. The exercise price per Share for
the Shares covered by a Stock Option granted pursuant to this Section 5(c)(i)
shall be equal to, (x) as to each Independent Director serving on the Board on
the date of the initial public offering, the initial public offering price and,
(y) as to each Independent Director elected to serve on the Board subsequent to
the initial public offering, the Fair Market Value of a single Share on the date
the Stock Option is granted.

          (ii)  Discretionary Grant of Restricted Shares or Options. Commencing
January 1, 1996, the Committee in its discretion may grant Restricted Shares
(subject to the provisions of Section 7 hereof) or Non-Qualified Stock Options
in addition to those Non-Qualified Stock Options automatically awarded pursuant
to Section 5(c)(i). The exercise price per Share for the Shares covered by a
Stock Option granted pursuant to this Section 5(c)(ii) shall not be less than
the Fair Market Value of a single Share on the date the Stock Option is granted.

          (iii) Grant of Options or Restricted Shares in Lieu of Cash For
Retainer Fee and Meeting Fees.

                (A) Each Independent Director may elect to defer 0%, 50% or 100%
of his Retainer Fee and/or Meeting Fees for each calendar year (commencing
calendar year 1997) for the application of that amount towards either the grant
of Stock Options or Restricted Shares as set forth in Section 5(c)(iii)(B). On
or before December 31 of the year preceding the calendar year for which the fees
apply, each Independent Director shall make an irrevocable election in writing
on a Notice of Election attached hereto as "Exhibit A", or such other form as
may be approved by the Committee, to receive Stock Options or Restricted Shares
in lieu of all or a designated percentage of his Retainer Fee and/or Meeting
Fees.

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               (B)  The number of Stock Options issuable in accordance with this
Section 5(c)(iii) with respect to the elected portion of an Independent
Director's Retainer Fee and the elected portion of an Independent Director's
Meeting Fees will be equal to the amount of the deferred fees divided by 25% of
the Fair Market Value of a Share on the date of the grant. The number of shares
of Restricted Shares issuable in accordance with this Section 5(c)(iii) with
respect to the elected portion of an Independent Director's Retainer Fee and the
elected portion of an Independent Director's Meeting Fees will be equal to the
amount of the deferred fees divided by 250% of the Fair Market Value of a Share
on the date of the grant.

               (C)  Fractional Options or Shares shall not be granted under this
Section 5(c)(iii) and any remaining amount of elected Retainer Fees and Meeting
Fees will be paid to each Independent Director in cash, on the date or dates
Option or Restricted Stock Award grants are made in accordance with this Section
5(c)(iii).

               (D)  The price at which a Share may be purchased under an Option
granted pursuant to this Section 5(c) (iii) shall be equal to 75% of the Fair
Market Value of a Share on the date of the grant.

          (iv) Exercise; Termination; Non-Transferability; Vesting.

               (A)  Except as provided in Section 13, no Option granted under
Section 5(c)(i) may be exercised before the first anniversary of the date upon
which it was granted. The Shares subject to such Options granted under Section
5(c)(i) shall become exercisable in 25% increments on each anniversary of the
date of grant beginning with the first such anniversary such that 100% of the
Shares subject to an Option shall be exercisable on or after the fourth
anniversary of the date of grant; provided, however, that the Independent
Director who has received a grant under Section 5(c)(i) must be a member of the
Board on any such anniversary date. The term and exercisability of each Option
granted under Section 5(c)(ii) shall be fixed by the Committee. Options granted
pursuant to Section 5(c)(iii) become exercisable six months from the date of
grant; provided, however, that the Independent Director who has received a grant
under Section 5(c)(iii) must be a member of the Board on such date. No Option
issued under Section 5(c) shall be exercisable after the expiration of 10 years
from the date such Option is granted.

               (B)  The rights of an Independent Director in an Option granted
under Section 5(c)(i) and 5(c)(ii) shall terminate six months after such
director ceases to be a director of the Company or the specified expiration
date, if earlier; provided, however, that if the Independent Director ceases to
be a director for Cause, the rights shall terminate immediately on the date on
which he ceases to be a director. The rights of an Independent Director in an
Option granted under Section 5(c)(iii) shall terminate three years after such
director ceases to be a director of the Company or the specified expiration
date, if earlier; provided, however, that if and when an Independent Director
becomes inactive or becomes a director emeritus, Options previously granted
pursuant to Section 5(c)(iii) shall remain exercisable the same as if the

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inactive director or director emeritus was at all times an active Independent
Director.

               (C)  No Stock Option granted under this Section 5(c) shall be
transferable by the optionee otherwise than by Will or by the laws of descent
and distribution, and such Options shall be exercisable, during the optionee's
lifetime only by the optionee. Any Option granted to an Independent Director
pursuant to Section 5(c)(i) and 5(c)(ii) and outstanding on the date of his
death may be exercised by the legal representative or legatee of the optionee
for a period of six months from the date of death or until the expiration of the
stated term of the Option, if earlier. Any Option granted to an Independent
Director pursuant to Section 5(c)(iii) and outstanding on the date of his death
may be exercised by the legal representative or legatee of the optionee for a
period of three years from the date of death or until the expiration of the
stated term of the Option, if earlier.

               (D)  Options granted under this Section 5(c) may be exercised
only by written notice to the Company specifying the number of Shares to be
purchased. Payment of the full purchase price of the Shares to be purchased may
be made by one or more of the methods specified in Section 5(a)(iv). An optionee
shall have the rights of a stockholder only as to Shares acquired upon the
exercise of a Stock Option and not as to unexercised Stock Options.

               (E)  Subject to the immediately following sentence, no Restricted
Shares granted under Section 5(c)(iii) may be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of and in the event that the
Independent Director is no longer a director (whether an Independent Director or
not) of the Company for any reason (including death, retirement, Disability or
for Cause), the Company shall have the right, at the discretion of the
Committee, to require forfeiture to the Company of such Restricted Shares from
the participant or the participant's legal representative, which right of
forfeiture must be exercised not later than the 90th day following the date such
person ceased to be a director. Notwithstanding the immediately foregoing
sentence, the Restricted Shares granted under Section 5(c)(iii) shall vest, and
shall no longer be subject to the Company's forfeiture right or the
non-transferability restrictions in this Section 5(c)(iv)(E), six months after
the date of grant, provided that the participant must be a member of the Board
on such vesting date in order for vesting to occur. A recipient of Restricted
Shares granted under Section 5(c)(iii) shall have all of the rights of a
stockholder with respect to the Restricted Shares including voting and dividend
rights, subject to the non-transferability restrictions and Company forfeiture
rights described above in this Section 5(c)(iv)(E). Unless the Committee shall
otherwise determine, certificates evidencing Restricted Shares issued pursuant
to Section 5(c)(iii) shall remain in the possession of the Company until such
Shares are vested as provided above. The vesting and other terms of Restricted
Shares issued pursuant to Section 5(c)(ii) shall be fixed by the Committee and
subject to and in accordance with Section 7.

          (v)  Limited to Independent Directors. The provisions of this Section
5(c) shall apply only to Options and Restricted Shares granted or to be granted
to Independent Directors, and shall not be deemed to modify, limit or otherwise
apply to any other provision of this Plan or

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to any Option or Restricted Shares issued under this Plan to a participant who
is not an Independent Director of the Company. To the extent inconsistent with
the provisions of any other Section of this Plan, the provisions of this Section
5(c) shall govern the rights and obligations of the Company and Independent
Directors respecting Options and Restricted Shares granted or to be granted to
Independent Directors. The provisions of this Section 5(c) which affect the
price, date of exercisability, vesting, option period or amount of Shares under
an Option or with respect to Restricted Shares shall not be amended more than
once in any six-month period, other than to comport with changes in the Code or
ERISA.

SECTION 6. STOCK APPRECIATION RIGHTS

     The Committee may from time to time grant SARs unrelated to Options or
related to Options or portions of Options granted to participants under the
Plan. Each SAR shall be evidenced by a written instrument and shall be subject
to such terms and conditions as the Committee may determine. Subject to such
terms and conditions established by the Committee the participant may exercise
an SAR or portion thereof, and thereupon shall be entitled to receive payment of
an amount equal to the aggregate appreciation in value of the Shares as to which
the SAR is awarded, as measured by the difference between the purchase price of
such Shares and their Fair Market Value at the date of exercise. Such payments
may be made in cash, in Shares valued at Fair Market Value as of the date of
exercise, or in any combination thereof, as the Committee in its discretion
shall determine.

SECTION 7. RESTRICTED STOCK AWARDS

     (a)  Nature of Restricted Stock Award. The Committee may grant Restricted
Stock Awards to any participant under the Plan. A Restricted Stock Award is an
Award entitling the recipient to acquire, at no cost or for a purchase price
determined by the Committee, Shares subject to such restrictions and conditions
as the Committee may determine at the time of grant. Conditions may be based on
continuing employment and/or achievement of pre-established performance goals
and objectives.

     (b)  Acceptance of Award. 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 shorter date as the
Committee may specify) following the award date by making payment to the
Company, if required, by certified or bank check or other instrument or form of
payment 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 written instrument that sets forth the terms and
conditions of the Restricted Shares in such form as the Committee shall
determine.

     (c)  Rights as a Stockholder. Upon complying with Section 7(b) above, a
participant shall have all the rights of a stockholder with respect to the
Restricted Shares including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or

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forfeiture rights described in this Section 7 and subject to such conditions
contained in the written instrument evidencing the Restricted Stock Award.
Unless the Committee shall otherwise determine, certificates evidencing the
Restricted Shares shall remain in the possession of the Company until such
Shares are vested as provided in Section 7(e) below.

     (d)  Restrictions. Restricted Shares 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 by the
Company and its Subsidiaries, or in the case of Independent Directors, an
Independent Director ceases to be a director, for any reason (including death,
retirement, Disability, or for Cause), the Company shall have the right, at the
discretion of the Committee, to repurchase at their original purchase price as
established at Section 7(a) above Restricted Shares with respect to which
conditions have not lapsed, or to require forfeiture of such Shares to the
Company if acquired at no cost, from the participant or the participant's legal
representative. The Company must exercise such right of repurchase or forfeiture
not later than the 90th day following such termination of employment (unless
otherwise specified in the written instrument evidencing the Restricted Stock
Award).

     (e)  Vesting of Restricted Shares. The Committee at the time of grant shall
specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which the non-transferability of the
Restricted Shares and the Company's right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such
pre-established performance goals, objectives and other conditions, the Shares
on which all restrictions have lapsed shall no longer be Restricted Shares and
shall be deemed "vested."

     (f)  Waiver, Deferral and Reinvestment of Dividends. The written instrument
evidencing the Restricted Stock Award may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Shares.

SECTION 8. PHANTOM STOCK

     The Committee may from time to time grant Phantom Stock Awards to any
participant under the Plan. Each Phantom Stock Award shall be evidenced by a
written instrument and shall be subject to such terms and conditions as the
Committee may determine. Subject to such terms and conditions as may be
established by the Committee, the participant may exercise a Phantom Stock Award
or portion thereof, and thereupon shall be entitled to receive payment of an
amount equal to the Fair Market Value at the date of exercise of the Shares as
to which the Phantom Stock is awarded. Such payments may be made in cash, in
Shares valued at Fair Market Value as of the date of exercise, or in any
combination thereof, as the Committee in its discretion shall determine.

SECTION 9. TAX WITHHOLDING

     (a)  Payment by Participant. Each participant shall, no later than the date
as of which

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the value of an Award of any Shares 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.

     (b)  Payment in Shares. A participant may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company to withhold from the Shares to be issued pursuant to any Award a number
of Shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due, or (ii) transferring to
the Company Shares owned by the participant with an aggregate Fair Market Value
(as of the date the withholding is effected) that would satisfy the withholding
amount due. With respect to any participant who is subject to Section 17 of the
Act, the following additional restrictions shall apply:

               (A)  the election to satisfy tax withholding obligations relating
to an Award in the manner permitted by this Section 9(b) shall be made either
(1) during the period beginning on the third business day following the date of
release of quarterly or annual summary statements of revenues of the Company and
ending on the twelfth business day following such date, or (2) at least six
months prior to the date as of which the receipt of such Award first becomes a
taxable event for federal income tax purposes;

               (B)  such election shall be irrevocable;

               (C)  such election shall be subject to the consent or disapproval
of the Committee; and

               (D)  the Shares withheld to satisfy tax withholding must pertain
to an Award which has been outstanding for at least six months.

SECTION 10. TRANSFER, LEAVE OF ABSENCE, ETC.

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

     (a)  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

     (b)  an approved leave of absence for military service or sickness, or for
any other purposes approved by the Company, if the employee's right to
re-employment is 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.

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SECTION 11. 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 reduced exercise or purchase price or with no exercise or
purchase price, but such price, if any, must satisfy the requirements which
would apply to the substitute or amended Award as if it were then initially
granted under this Plan) for the purpose of satisfying changes in law without
the holder's consent. To the extent required by the Code to ensure that Options
granted hereunder qualify as Incentive Stock Options and to the extent required
by the Act to ensure that Awards and Options granted under the Plan are exempt
under Rule 16b-3 promulgated under the Act, Plan amendments shall be subject to
approval by the Company's stockholders. Notwithstanding anything herein to the
contrary, neither the Board nor the Committee may reduce the exercise or
purchase price of any outstanding Award without stockholder approval.

SECTION 12. STATUS OF PLAN

     With respect to the portion of any Award which has not been exercised and
any payments in cash, Shares 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 trusts or other arrangements to meet the Company's
obligations to deliver Shares or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provisions of the foregoing sentence.

SECTION 13. CHANGE OF CONTROL PROVISIONS

     Upon the occurrence of a Change of Control as defined in this Section 13:

     (a)  Each outstanding Stock Option shall automatically become fully
exercisable notwithstanding any provision to the contrary herein.

     (b)  Restrictions and conditions on Restricted Stock Awards shall
automatically be deemed waived, and the recipients of such Awards shall become
entitled to receipt of the Shares subject to such Awards unless the Committee
shall otherwise expressly provide at the time of grant.

     (c)  "Change of Control" shall mean the occurrence of any one of the
following events:

          (i)  any "person," as such term is used in Section 13(d) and 14(d) of
the Act (other than the Company, any of its Subsidiaries, any trustee, fiduciary
or other person or entity

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<PAGE>

holding securities under any employee benefit plan of the Company or any of its
Subsidiaries), together with all "affiliates" and "associates" (as such terms
are defined in Rule 12b-2 under the Act) of such person, shall become the
"beneficial owner" (as such term is defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing 40% or more of
either (A) the combined voting power of the Company's then outstanding
securities having the right to vote in an election of the Company's Board of
Directors ("Voting Securities") or (B) the then outstanding Shares of the
Company (in either such case other than as a result of acquisition of securities
directly from the Company); or

          (ii)  persons who, as of May 1, 1994, constitute the Company's Board
of Directors (the "Incumbent Directors") cease for any reason, including,
without limitation, as a result of a tender offer, proxy contest, merger or
similar transaction, to constitute at least a majority of the Board, provided
that any person becoming a director of the Company subsequent to May 1, 1994
whose election or nomination for election was approved by a vote of at least a
majority of the Incumbent Directors shall, for purposes of this Plan, be
considered an Incumbent Director; or

          (iii) the stockholders of the Company shall approve (A) any
consolidation or merger of the Company or any Subsidiary where the stockholders
of the Company, immediately prior to the consolidation or merger, would not,
immediately after the consolidation or merger, beneficially own (as such term is
defined in Rule 13D-3 under the Act), directly or indirectly, shares
representing in the aggregate 50% of the voting shares of the corporation
issuing cash securities in the consolidation or merger (or of its ultimate
parent corporation, if any), (B) any sale, lease, exchange or other transfer (in
one transaction or a series of transactions contemplated or arranged by an party
as a single plan) of all or substantially all of the assets of the Company or
(C) any plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have
occurred for purposes of the foregoing clause (i) solely as the result of an
acquisition of securities by the Company which, by reducing the number of Shares
or other Voting Securities outstanding, increases (x) the proportionate number
of Shares beneficially owned by any person to 40% or more of the Shares then
outstanding or (y) the proportionate voting power represented by the Voting
Securities beneficially owned by any person to 40% or more of the combined
voting power of all then outstanding Voting Securities; provided, however, that
if any person referred to in clause (x) or (y) of this sentence shall thereafter
become the beneficial owner of any additional Shares or other Voting Securities
(other than pursuant to a stock split, stock dividend, or similar transaction),
then a "Change of Control" shall be deemed to have occurred for purposes of the
foregoing clause (i).

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<PAGE>

SECTION 14. GENERAL PROVISIONS

     (a)  No Distribution: Compliance With Legal Requirements. 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 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 Shares and Awards as it deems
appropriate.

     (b)  Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

     (c)  Other Compensation Arrangements: No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, 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 and
the grant of Awards do not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

SECTION 15. EFFECTIVE DATE OF PLAN

     This Plan shall become effective upon approval by the holders of a majority
of the Shares of the Company present or represented and entitled to vote at a
meeting of stockholders.

SECTION 16. GOVERNING LAW

     This Plan shall be governed by North Carolina law except to the extent such
law is preempted by federal law.

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