Exhibit 10.1

                             AMCORE FINANCIAL, INC.
                       2005 STOCK AWARD AND INCENTIVE PLAN


     1. Purpose. The purpose of this 2005 Stock Award and Incentive Plan (the
"Plan") is to aid AMCORE Financial, Inc., a Nevada corporation (together with
its successors and assigns, the "Company"), in attracting, retaining, motivating
and rewarding employees of the Company or its subsidiaries, to provide for
equitable and competitive compensation opportunities, to recognize individual
contributions and reward achievement of Company goals, and promote the creation
of long-term value for stockholders by closely aligning the interests of
Participants with those of stockholders. The Plan authorizes stock-based and
cash-based incentives for Participants.

     2. Definitions. In addition to the terms defined in Section 1 above and
elsewhere in the Plan, the following capitalized terms used in the Plan have the
respective meanings set forth in this Section:

     (a) "Annual Incentive Award" means a type of Performance Award granted to a
Participant under Section 7(c) representing a conditional right to receive cash,
Stock or other Awards or payments, as determined by the Committee, based on
performance in a performance period of one fiscal year or a portion thereof.

     (b) "Annual Limit" shall have the meaning specified in Section 5(b).

     (c) "Award" means any Option, SAR, Restricted Stock, Deferred Stock, Stock
granted as a bonus or in lieu of another award, Dividend Equivalent, Other
Stock-Based Award, Performance Award or Annual Incentive Award, together with
any related right or interest, granted to a Participant under the Plan.

     (d) "Beneficiary" means the legal representatives of the Participant's
estate entitled by will or the laws of descent and distribution to receive the
benefits under a Participant's Award upon a Participant's death, provided that,
if and to the extent authorized by the Committee, a Participant may be permitted
to designate a Beneficiary, in which case the "Beneficiary" instead will be the
person, persons, trust or trusts (if any are then surviving) which have been
designated by the Participant in his or her most recent written and duly filed
beneficiary designation to receive the benefits specified under the
Participant's Award upon such Participant's death. Unless otherwise determined
by the Committee, any designation of a Beneficiary other than a Participant's
spouse shall be subject to the written consent of such spouse.

     (e) "Board" means the Company's Board of Directors.

     (f) "Cause" shall have the meaning defined in any employment agreement or
severance agreement between the Participant and the Company or a subsidiary then
in effect or, if no such agreement is then in effect, "Cause" shall mean (i) the
Participant's serious, willful failure to perform the duties of his or her
employment, which continues after notice of deficiency from the Company; (ii) a
felony conviction; (iii) willful failure to comply with applicable laws with
respect to the execution of the Company's business operations; (iv) theft,
fraud, embezzlement, dishonesty or other conduct which has resulted or is likely
to result in material economic damages to the Company or any of its
subsidiaries; or (v) an act that constitutes misconduct resulting in a
restatement of the Company's financial statements due to material non-compliance
with any financial reporting requirement within the meaning of Section 304 of
The Sarbanes-Oxley Act of 2002; provided, however, that for purposes of this
definition, no act or failure to act shall be deemed "willful" unless committed
in bad faith or without reasonable belief that such violations are in the best
interests of the Company, and no act or failure to act shall be deemed "willful"
if it results from any incapacity of the Participant due to physical or mental
illness.

     (g) "Change in Control" and related terms have the meanings specified in
Section 9.

     (h) "Code" means the Internal Revenue Code of 1986, as amended. References
to any provision of the Code or regulation thereunder shall include any
successor provisions and regulations, and reference to regulations includes any
applicable guidance or pronouncement of the Department of the Treasury and
Internal Revenue Service.


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     (i) "Committee" means the Compensation Committee of the Board.

     (j) "Covered Employee" means an Eligible Person who is a Covered Employee
as specified in Section 10(j).

     (k) "Deferred Stock" means a right, granted under this Plan, to receive
Stock or other Awards or a combination thereof at the end of a specified
deferral period.

     (l) "Dividend Equivalent" means a right, granted under this Plan, to
receive cash, Stock, other Awards or other property equal in value to all or a
specified portion of the dividends paid with respect to a specified number of
shares of Stock.

     (m) "Effective Date" means the effective date specified in Section 10(p).

     (n) "Eligible Person" has the meaning specified in Section 5.

     (o) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
References to any provision of the Exchange Act or rule (including a proposed
rule) thereunder shall include any successor provisions and rules.

     (p) "Fair Market Value" means for any day the average of the high and low
price or, in the event that no such sale takes place on such day, the average of
the reported closing bid and asked prices, in either case as reported on the
principal national securities exchange on which the Stock is listed or admitted
to trading or, if not listed or admitted to trading on any national securities
exchange, on the Nasdaq Stock Market's National Market ("Nasdaq"), or if the
Stock is not quoted on such National Market System, the average of the high and
low prices on each such day in the over-the-counter market as reported by Nasdaq
or, high and low prices for the Stock on each such day shall not have been
reported through Nasdaq, the average of the high and low prices for such day as
furnished by any New York Stock Exchange member firm regularly making a market
in the Stock selected for such purpose by the Board or a committee thereof, or,
if the Stock is not publicly traded, the fair market value of the Stock as
determined in good faith by the Committee.

     (q) "409A Awards" means Awards that constitute a deferral of compensation
under Code Section 409A and regulations thereunder. "Non-409A Awards" means
Awards other than 409A Awards. Although the Committee retains authority under
the Plan to grant Options, SARs and Restricted Stock on terms that will qualify
those Awards as 409A Awards, Options, SARs exercisable for Stock, and Restricted
Stock are intended to be Non-409A Awards unless otherwise expressly specified by
the Committee.

     (r) "Incentive Stock Option" or "ISO" means any Option designated as an
incentive stock option within the meaning of Code Section 422 and qualifying
thereunder.

     (s) "Option" means a right, granted under this Plan, to purchase Stock.

     (t) "Other Stock-Based Awards" means Awards granted to a Participant under
Section 6(h).

     (u)"Participant" means a person who has been granted an Award under the
Plan which remains outstanding, including a person who is no longer an Eligible
Person.

     (v)"Performance Award" means a conditional right, granted to a Participant
under Sections 6(i) and 7, to receive cash, Stock or other Awards or payments.

     (w)"Restricted Stock" means Stock granted under this Plan which is subject
to certain restrictions and to a risk of forfeiture.

     (x) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to Participants, promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act.

     (y)"Stock" means the Company's Common Stock, par value $0.22 per share, and
any other equity securities of the Company that may be substituted or
resubstituted for Stock pursuant to Section 10(c).

     (z)"Stock Appreciation Rights" or "SAR" means a right granted to a
Participant under Section 6(c).

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     (aa)"Ten Percent Owner" shall mean an individual who owns stock possessing
more than ten percent of the total combined voting power of all classes of stock
of the Company or its parent or subsidiary corporation.


3.   Administration.

     (a) Authority of the Committee. The Plan shall be administered by the
Committee, which shall have full and final authority, in each case subject to
and consistent with the provisions of the Plan, to select Eligible Persons to
become Participants; to grant Awards; to determine the type and number of
Awards, the dates on which Awards may be exercised and on which the risk of
forfeiture or deferral period relating to Awards shall lapse or terminate, the
acceleration of any such dates, the expiration date of any Award, whether, to
what extent, and under what circumstances an Award may be settled, or the
exercise price of an Award may be paid, in cash, Stock, other Awards, or other
property, and other terms and conditions of, and all other matters relating to,
Awards; to prescribe documents evidencing or setting terms of Awards (such Award
documents need not be identical for each Participant), amendments thereto, and
rules and regulations for the administration of the Plan and amendments thereto;
to construe and interpret the Plan and Award documents and correct defects,
supply omissions or reconcile inconsistencies therein; and to make all other
decisions and determinations as the Committee may deem necessary or advisable
for the administration of the Plan. Decisions of the Committee with respect to
the administration and interpretation of the Plan shall be final, conclusive,
and binding upon all persons interested in the Plan, including Participants,
Beneficiaries, transferees under Section 10(b) and other persons claiming rights
from or through a Participant, and stockholders.

     (b) Manner of Exercise of Committee Authority. The express grant of any
specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee. The
Committee may act through subcommittees, including for purposes of perfecting
exemptions under Rule 16b-3 or qualifying Awards under Code Section 162(m) as
performance-based compensation, in which case the subcommittee shall be subject
to and have authority under the charter applicable to the Committee, and the
acts of the subcommittee shall be deemed to be acts of the Committee hereunder.
The Committee may delegate to officers or managers of the Company or any
subsidiary, or committees thereof, the authority, subject to such terms as the
Committee shall determine, to perform such functions, including administrative
functions, as the Committee may determine, to the extent (i) that such
delegation will not result in the loss of an exemption under Rule 16b-3(d) for
Awards granted to Participants subject to Section 16 of the Exchange Act in
respect of the Company and will not cause Awards intended to qualify as
"performance-based compensation" under Code Section 162(m) to fail to so
qualify, and (ii) permitted under Section 78.200 and other applicable provisions
of the Nevada General Corporation Law.


     (c) Limitation of Liability. The Committee and each member thereof, and any
person acting pursuant to authority delegated by the Committee, shall be
entitled, in good faith, to rely or act upon any report or other information
furnished by any executive officer, other officer or employee of the Company or
a subsidiary, the Company's independent auditors, consultants or any other
agents with respect to the Plan. Members of the Committee, any person acting
pursuant to authority delegated by the Committee, and any officer or employee of
the Company or a subsidiary acting at the direction or on behalf of the
Committee or a delegee shall not be personally liable for any action or
determination taken or made in good faith with respect to the Plan, and shall,
to the extent permitted by law, be fully indemnified and protected by the
Company with respect to any such action or determination.


4.   Stock Subject To Plan.

     There shall initially be reserved and available for issuance under the Plan
that number of shares equal to 2.5% of the total number of shares of Stock
outstanding as of the Effective Date and, each January 1 following the Effective
Date, an additional number of shares of Stock equal to the lesser of (i) 1.5% of
the total number of shares of Stock outstanding as of such date, and (ii)
425,000; provided, however, in no event shall the number of shares of Stock
available for issuance under the Plan as of the beginning of any calendar year
plus the number of shares of Stock reserved for outstanding awards under the
AMCORE Financial, Inc. 2000 Stock Incentive Plan and other similar plans
previously adopted exceed twelve percent (12%) of the total number of shares of
Stock outstanding at such time. Such shares may consist in whole or in part of
authorized and unissued shares or treasury shares or any combination thereof.
The number of shares of Stock available for issuance as Awards other than
Options or SARs settled in Stock shall not exceed 25% of the total number of
shares available for issuance under the Plan. For purposes of determining the

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number of shares available under the plan, an award of SARs shall be treated as
consuming that number of shares of Stock subject to the SAR at the time of
grant. All of the shares of Stock reserved under the Plan shall be available for
issuance pursuant to ISOs. Except as otherwise provided herein, any shares
subject to an Award which for any reason expires, is forfeited or is terminated
unexercised as to such shares shall again be available under the Plan.

5.   Eligibility; Per-Person Award Limitations.


     (a) Eligibility. Awards may be granted under the Plan only to Eligible
Persons. For purposes of the Plan, an "Eligible Person" means an employee of the
Company or any subsidiary, including any executive officer of the Company or a
subsidiary. An employee on leave of absence may be considered as still in the
employ of the Company or a subsidiary for purposes of eligibility for
participation in the Plan. Holders of awards granted by a company or business
acquired by the Company or a subsidiary, or with which the Company or a
subsidiary combines, are eligible for grants of substitute awards granted in
assumption of or in substitution for such outstanding awards previously granted
under the Plan in connection with such acquisition or combination transaction.

     (b) Per-Person Award Limitations. In each calendar year during any part of
which the Plan is in effect, an Eligible Person may be granted Awards intended
to qualify as "performance-based compensation" under Code Section 162(m) under
each of Section 6(b), 6(c), 6(d), 6(e), 6(f), 6(g), 6(h) or 6(i) relating to up
to his or her Annual Limit. A Participant's Annual Limit, in any calendar year
during any part of which the Participant is then eligible under the Plan, shall
equal 750,000 shares, subject to adjustment as provided in Section 10(c). In the
case of an Award which is not valued in a way in which the limitation set forth
in the preceding sentence would operate as an effective limitation satisfying
applicable law (including Treasury Regulation 1.162-27(e)(4)), an Eligible
Person may not receive payment in any calendar year pursuant to Awards of an
amount that exceeds the Eligible Person's Annual Limit, which for this purpose
shall equal three million dollars ($3,000,000) (this limitation is separate and
not affected by the number of Awards granted during such calendar year subject
to the limitation in the preceding sentence).

6.   Specific Terms Of Awards.


     (a) General. Awards may be granted on the terms and conditions set forth in
this Section 6. In addition, the Committee may impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Sections 10(e)
and 10(k)), such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment or
service by the Participant and terms permitting a Participant to make elections
relating to his or her Award. The Committee shall retain full power and
discretion with respect to any term or condition of an Award that is not
mandatory under the Plan, subject to Section 10(k). The Committee shall require
the payment of lawful consideration for an Award to the extent necessary to
satisfy the requirements of the Nevada General Corporation Law, and may
otherwise require payment of consideration for an Award except as limited by the
Plan.

     (b) Options. The Committee is authorized to grant Options to Participants
on the following terms and conditions:

     (i)  Exercise Price. The exercise price per share of Stock purchasable
          under an Option (including both ISOs and non-qualified Options) shall
          be determined by the Committee, provided that such exercise price
          shall be not less than the Fair Market Value of a share of Stock on
          the date of grant of such Option, subject to Section 8(a). With
          respect to an ISO granted to an employee that is a Ten Percent Owner,
          the exercise price shall not be less than 110% of the Fair Market
          Value of a share of Stock on the date of grant of such ISO.
          Notwithstanding the foregoing, any substitute award granted in
          assumption of or in substitution for an outstanding award granted by a
          company or business acquired by the Company or a subsidiary, or with
          which the Company or a subsidiary combines may be granted with an
          exercise price per share of Stock other than as required above.


     (ii) Option Term; Time and Method of Exercise. The Committee shall
          determine the term of each Option, provided that in no event shall the
          term of any Option exceed a period of ten years from the date of
          grant. The Committee shall determine the time or times at which or the
          circumstances under which an Option may be exercised in whole or in

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          part (including based on achievement of performance goals and/or
          future service requirements), the methods by which such exercise price
          may be paid or deemed to be paid and the form of such payment (subject
          to Section 10(k)), including, without limitation, cash, Stock
          (including by withholding Stock deliverable upon exercise, if such
          withholding or withholding feature will not result in additional
          accounting expense to the Company), other Awards or awards granted
          under other plans of the Company or any subsidiary, or other property
          (including through broker-assisted "cashless exercise" arrangements,
          to the extent permitted by applicable law), and the methods by or
          forms in which Stock will be delivered or deemed to be delivered in
          satisfaction of Options to Participants (including, in the case of
          409A Awards, deferred delivery of shares subject to the Option, as
          mandated by the Committee, with such deferred shares subject to any
          vesting, forfeiture or other terms as the Committee may specify).


    (iii) ISOs. The terms of any ISO granted under the Plan shall comply in all
          respects with the provisions of Code Section 422.


     (c)  Stock Appreciation Rights. The Committee is authorized to grant SAR's
          to Participants on the following terms and conditions:


     (i)  Right to Payment. An SAR shall confer on the Participant to whom it is
          granted a right to receive, upon exercise thereof, the excess of (A)
          the Fair Market Value of one share of Stock on the date of exercise
          (or, in the case of a "Limited SAR," the Fair Market Value determined
          by reference to the Change in Control Price, as defined under Section
          9(e) hereof) over (B) the grant price of the SAR as determined by the
          Committee.

     (ii) Other Terms. The Committee shall determine the term of each SAR,
          provided that in no event shall the term of an SAR exceed a period of
          ten years from the date of grant. The Committee shall determine at the
          date of grant or thereafter, the time or times at which and the
          circumstances under which a SAR may be exercised in whole or in part
          (including based on achievement of performance goals and/or future
          service requirements), the method of exercise, method of settlement,
          form of consideration payable in settlement, method by or forms in
          which Stock will be delivered or deemed to be delivered to
          Participants, whether or not a SAR shall be free-standing or in tandem
          or combination with any other Award, and whether or not the SAR will
          be a 409A Award or Non-409A Award (cash SARs will in all cases be 409A
          Awards). Limited SARs that may only be exercised in connection with a
          Change in Control or termination of service following a Change in
          Control as specified by the Committee may be granted on such terms,
          not inconsistent with this Section 6(c), as the Committee may
          determine. The Committee may require that an outstanding Option be
          exchanged for an SAR exercisable for Stock having vesting, expiration,
          and other terms substantially the same as the Option, so long as such
          exchange will not result in additional accounting expense to the
          Company.


     (d)  Restricted Stock. The Committee is authorized to grant Restricted
          Stock to Participants on the following terms and conditions:


     (i)  Grant and Restrictions. Restricted Stock shall be subject to such
          restrictions on transferability, risk of forfeiture and other
          restrictions, if any, as the Committee may impose, which restrictions
          may lapse separately or in combination at such times, under such
          circumstances (including based on achievement of performance goals
          and/or future service requirements), in such installments or otherwise
          and under such other circumstances as the Committee may determine at
          the date of grant or thereafter. Except to the extent restricted under
          the terms of the Plan and any Award document relating to the
          Restricted Stock, a Participant granted Restricted Stock shall have
          all of the rights of a stockholder, including the right to vote the
          Restricted Stock and the right to receive dividends thereon (subject
          to any mandatory reinvestment or other requirement imposed by the
          Committee).


     (ii) Forfeiture. Except as otherwise determined by the Committee, upon
          termination of employment or service during the applicable restriction
          period, Restricted Stock that is at that time subject to restrictions

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          shall be forfeited and reacquired by the Company; provided that the
          Committee may provide, by rule or regulation or in any Award document,
          or may determine in any individual case, that restrictions or
          forfeiture conditions relating to Restricted Stock will lapse in whole
          or in part, including in the event of terminations resulting from
          specified causes.


    (iii) Certificates for Stock. Restricted Stock granted under the Plan may
          be evidenced in such manner as the Committee shall determine. If
          certificates representing Restricted Stock are registered in the name
          of the Participant, the Committee may require that such certificates
          bear an appropriate legend referring to the terms, conditions and
          restrictions applicable to such Restricted Stock, that the Company
          retain physical possession of the certificates, and that the
          Participant deliver a stock power to the Company, endorsed in blank,
          relating to the Restricted Stock.

     (iv) Dividends and Splits. As a condition to the grant of an Award of
          Restricted Stock, the Committee may require that any dividends paid on
          a share of Restricted Stock shall be either (A) paid with respect to
          such Restricted Stock at the dividend payment date in cash, in kind,
          or in a number of shares of unrestricted Stock having a Fair Market
          Value equal to the amount of such dividends, or (B) automatically
          reinvested in additional Restricted Stock or held in kind, which shall
          be subject to the same terms as applied to the original Restricted
          Stock to which it relates, or (C) deferred as to payment, either as a
          cash deferral or with the amount or value thereof automatically deemed
          reinvested in shares of Deferred Stock, other Awards or other
          investment vehicles, subject to such terms as the Committee shall
          determine or permit a Participant to elect. Unless otherwise
          determined by the Committee, Stock distributed in connection with a
          Stock split or Stock dividend, and other property distributed as a
          dividend, shall be subject to restrictions and a risk of forfeiture to
          the same extent as the Restricted Stock with respect to which such
          Stock or other property has been distributed.

     (e)  Deferred Stock. The Committee is authorized to grant Deferred Stock to
          Participants, ubject to the following terms and conditions:

     (i)  Award and Restrictions. Issuance of Stock will occur upon expiration
          of the deferral period specified for an Award of Deferred Stock by the
          Committee (or, if permitted by the Committee, as elected by the
          Participant). In addition, Deferred Stock shall be subject to such
          restrictions on transferability, risk of forfeiture and other
          restrictions, if any, as the Committee may impose, which restrictions
          may lapse at the expiration of the deferral period or at earlier
          specified times (including based on achievement of performance goals
          and/or future service requirements), separately or in combination, in
          installments or otherwise, and under such other circumstances as the
          Committee may determine at the date of grant or thereafter. Deferred
          Stock may be satisfied by delivery of Stock, other Awards, or a
          combination thereof, as determined by the Committee at the date of
          grant or thereafter.

     (ii) Forfeiture. Except as otherwise determined by the Committee, upon
          termination of employment or service during the applicable deferral
          period or portion thereof to which forfeiture conditions apply (as
          provided in the Award document evidencing the Deferred Stock), all
          Deferred Stock that is at that time subject to such forfeiture
          conditions shall be forfeited; provided that the Committee may
          provide, by rule or regulation or in any Award document, or may
          determine in any individual case, that restrictions or forfeiture
          conditions relating to Deferred Stock will lapse in whole or in part,
          including in the event of terminations resulting from specified
          causes. Deferred Stock subject to a risk of forfeiture may be called
          "restricted stock units" or otherwise designated by the Committee.

     (iii) Dividend Equivalents. Unless otherwise determined by the Committee,
          Dividend Equivalents on the specified number of shares of Stock
          covered by an Award of Deferred Stock shall be either (A) paid with
          respect to such Deferred Stock at the dividend payment date in cash or
          in shares of unrestricted Stock having a Fair Market Value equal to
          the amount of such dividends, or (B) deferred with respect to such
          Deferred Stock, either as a cash deferral or with the amount or value
          thereof automatically deemed reinvested in additional Deferred Stock,
          other Awards or other investment vehicles having a Fair Market Value

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          equal to the amount of such dividends, as the Committee shall
          determine or permit a Participant to elect.


     (f) Bonus Stock and Awards in Lieu of Obligations. The Committee is
authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu
of obligations of the Company or a subsidiary to pay cash or deliver other
property under the Plan or under other plans or compensatory arrangements,
subject to such terms as shall be determined by the Committee.

     (g) Dividend Equivalents. The Committee is authorized to grant Dividend
Equivalents to a Participant, which may be awarded on a free-standing basis or
in connection with another Award. The Committee may provide that Dividend
Equivalents shall be paid or distributed when accrued or shall be deemed to have
been reinvested in additional Stock, Awards, or other investment vehicles, and
subject to restrictions on transferability, risks of forfeiture and such other
terms as the Committee may specify.

     (h) Other Stock-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Stock or factors that may influence
the value of Stock, including, without limitation, other rights convertible or
exchangeable into Stock, purchase rights for Stock, Awards with value and
payment contingent upon performance of the Company or business units thereof or
any other factors designated by the Committee, and Awards valued by reference to
the book value of Stock or the value of securities of or the performance of
specified subsidiaries or affiliates or other business units. The Committee
shall determine the terms and conditions of such Awards. Stock delivered
pursuant to an Award in the nature of a purchase right granted under this
Section 6(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Stock,
other Awards, or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award under the Plan, may also be
granted pursuant to this Section 6(h).

     (i) Performance Awards. Performance Awards, denominated in cash or in Stock
or other Awards, may be granted by the Committee in accordance with Section 7.


7.   Performance Awards, Including Annual Incentive Awards.


     (a) Performance Awards Generally. Performance Awards may be denominated as
a cash amount, number of shares of Stock, or specified number of other Awards
(or a combination) which may be earned upon achievement or satisfaction of
performance conditions specified by the Committee. In addition, the Committee
may specify that any other Award shall constitute a Performance Award by
conditioning the right of a Participant to exercise the Award or have it
settled, and the timing thereof, upon achievement or satisfaction of such
performance conditions as may be specified by the Committee. The Committee may
use such business criteria and other measures of performance as it may deem
appropriate in establishing any performance conditions, and may exercise its
discretion to reduce or increase the amounts payable under any Award subject to
performance conditions, except as limited under Sections 7(b) and 7(c) in the
case of a Performance Award intended to qualify as "performance-based
compensation" under Code Section 162(m).


     (b) Performance Awards Granted to Covered Employees. If the Committee
determines that a Performance Award to be granted to an Eligible Person who is
designated by the Committee as likely to be a Covered Employee should qualify as
"performance-based compensation" for purposes of Code Section 162(m), the grant,
exercise and/or settlement of such Performance Award shall be contingent upon
achievement of a preestablished performance goal and other terms set forth in
this Section 7(b).


     (i)  Performance Goal Generally. The performance goal for such Performance
          Awards shall consist of one or more business criteria and a targeted
          level or levels of performance with respect to each of such criteria,
          as specified by the Committee consistent with this Section 7(b). The
          performance goal shall be objective and shall otherwise meet the
          requirements of Code Section 162(m) and regulations thereunder,
          including the requirement that the level or levels of performance
          targeted by the Committee result in the achievement of performance
          goals being "substantially uncertain." The Committee may determine
          that such Performance Awards shall be granted, exercised and/or
          settled upon achievement of any one performance goal or that two or
          more of the performance goals must be achieved as a condition to

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          grant, exercise and/or settlement of such Performance Awards.
          Performance goals may differ for Performance Awards granted to any one
          Participant or to different Participants.

     (ii) Business Criteria. One or more of the following business criteria for
          the Company, on a consolidated basis, and/or for specified
          subsidiaries or affiliates or other business units of the Company
          shall be used by the Committee in establishing performance goals for
          such Performance Awards: (1) revenue measures; (2) operating income,
          earnings from operations, earnings before or after taxes, earnings
          before or after interest, depreciation, amortization, or extraordinary
          or special items, (3) net income per common share (basic or diluted)
          or earnings per share (basic or diluted); (4) return on assets, return
          on investment, return on capital, or return on equity; (5) cash flow,
          free cash flow, cash flow return on investment, or net cash provided
          by operations; (6) efficiency ratio; (7) economic profit or value
          created; (8) operating or net interest margin; (9) stock price or
          total stockholder return; and (10) strategic business criteria,
          consisting of one or more objectives based on meeting specified market
          penetration, geographic business expansion goals, cost targets,
          customer satisfaction and goals relating to acquisitions or
          divestitures of subsidiaries, affiliates or joint ventures. The
          targeted level or levels of performance with respect to such business
          criteria may be established at such levels and in such terms as the
          Committee may determine, in its discretion, including in absolute
          terms, as a goal relative to performance in prior periods, or as a
          goal compared to the performance of one or more comparable companies
          or an index covering multiple companies.

    (iii) Performance Period; Timing for Establishing Performance Goals.
          Achievement of performance goals in respect of such Performance Awards
          shall be measured over a performance period of up to one year or more
          than one year, as specified by the Committee. A performance goal shall
          be established not later than the earlier of (A) 90 days after the
          beginning of any performance period applicable to such Performance
          Award or (B) the time 25% of such performance period has elapsed.

     (iv) Performance Award Pool. The Committee may establish a Performance
          Award pool, which shall be an unfunded pool, for purposes of measuring
          performance of the Company in connection with Performance Awards. The
          amount of such Performance Award pool shall be based upon the
          achievement of a performance goal or goals based on one or more of the
          business criteria set forth in Section 7(b)(ii) during the given
          performance period, as specified by the Committee in accordance with
          Section 7(b)(iii). The Committee may specify the amount of the
          Performance Award pool as a percentage of any of such business
          criteria, a percentage thereof in excess of a threshold amount, or as
          another amount which need not bear a strictly mathematical
          relationship to such business criteria.

     (v)  Settlement of Performance Awards; Other Terms. Settlement of
          Performance Awards shall be in cash, Stock, other Awards or other
          property, in the discretion of the Committee. The Committee may, in
          its discretion, increase or reduce the amount of a settlement
          otherwise to be made in connection with such Performance Awards, but
          may not exercise discretion to increase any such amount payable to a
          Covered Employee in respect of a Performance Award subject to this
          Section 7(b). Any settlement which changes the form of payment from
          that originally specified shall be implemented in a manner such that
          the Performance Award and other related Awards do not, solely for that
          reason, fail to qualify as "performance-based compensation" for
          purposes of Code Section 162(m). The Committee shall specify the
          circumstances in which such Performance Awards shall be paid or
          forfeited in the event of termination of employment by the Participant
          or other event (including a Change in Control) prior to the end of a
          performance period or settlement of such Performance Awards.

     (c) Annual Incentive Awards Granted to Designated Covered Employees. The
Committee may grant an Annual Incentive Award to an Eligible Person who is
designated by the Committee as likely to be a Covered Employee. Such Annual
Incentive Award will be intended to qualify as "performance-based compensation"
for purposes of Code Section 162(m), and its grant, exercise and/or settlement

<PAGE>

shall be contingent upon achievement of preestablished performance goals and
other terms set forth in this Section 7(c).

     (i)  Grant of Annual Incentive Awards. Not later than the earlier of 90
          days after the beginning of any performance period applicable to such
          Annual Incentive Award or the time 25% of such performance period has
          elapsed, the Committee shall determine the Covered Employees who will
          potentially receive Annual Incentive Awards, and the amount(s)
          potentially payable thereunder, for that performance period. The
          amount(s) potentially payable shall be based upon the achievement of a
          performance goal or goals based on one or more of the business
          criteria set forth in Section 7(b)(ii) in the given performance
          period, as specified by the Committee. The Committee may designate an
          annual incentive award pool as the means by which Annual Incentive
          Awards will be measured, which pool shall conform to the provisions of
          Section 7(b)(iv). In such case, the portion of the Annual Incentive
          Award pool potentially payable to each Covered Employee shall be
          preestablished by the Committee. In all cases, the maximum Annual
          Incentive Award of any Participant shall be subject to the limitation
          set forth in Section 5.

     (ii) Payout of Annual Incentive Awards. After the end of each performance
          period, the Committee shall determine the amount, if any, of the
          Annual Incentive Award for that performance period payable to each
          Participant. The Committee may, in its discretion, determine that the
          amount payable to any Participant as a final Annual Incentive Award
          shall be reduced from the amount of his or her potential Annual
          Incentive Award, including a determination to make no final Award
          whatsoever, but may not exercise discretion to increase any such
          amount. The Committee shall specify the circumstances in which an
          Annual Incentive Award shall be paid or forfeited in the event of
          termination of employment by the Participant or other event prior to
          the end of a performance period or settlement of such Annual Incentive
          Award.

     (d) Written Determinations. Determinations by the Committee as to the
establishment of performance goals, the amount potentially payable in respect of
Performance Awards and Annual Incentive Awards, the level of actual achievement
of the specified performance goals relating to Performance Awards and Annual
Incentive Awards, and the amount of any final Performance Award and Annual
Incentive Award shall be recorded in writing in the case of Performance Awards
intended to qualify under Section 162(m). Specifically, the Committee shall
certify in writing, in a manner conforming to applicable regulations under
Section 162(m), prior to settlement of each such Award granted to a Covered
Employee, that the performance objective relating to the Performance Award and
other material terms of the Award upon which settlement of the Award was
conditioned have been satisfied.

8.   Certain Provisions Applicable To Awards.

     (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution or exchange for, any other
Award or any award granted under another plan of the Company, any subsidiary or
any business entity to be acquired by the Company or a subsidiary, or any other
right of a Participant to receive payment from the Company or any subsidiary;
provided, however, that a 409A Award may not be granted in tandem with a
Non-409A Award. Awards granted in addition to or in tandem with other Awards or
awards may be granted either as of the same time as or a different time from the
grant of such other Awards or awards.

     (b) Term of Awards. The term of each Award shall be for such period as may
be determined by the Committee, subject to the express limitations set forth in
Sections 6(b)(ii), 6(c)(ii) and 8 or elsewhere in the Plan.

     (c) Form and Timing of Payment under Awards; Deferrals. Subject to the
terms of the Plan (including Section 10(k)) and any applicable Award document,
payments to be made by the Company or a subsidiary upon the exercise of an
Option or other Award or settlement of an Award may be made in such forms as the
Committee shall determine, including, without limitation, cash, Stock, other
Awards or other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. Subject to Section 10(k), installment or
deferred payments may be required by the Committee (subject to Section 10(e)) or
permitted at the election of the Participant on terms and conditions established
by the Committee in the applicable Award agreement. Payments may include,
without limitation, provisions for the payment or crediting of reasonable

<PAGE>

interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents or other amounts in respect of installment or deferred
payments denominated in Stock. In the case of any 409A Award (other than
Options) that is vested and no longer subject to a risk of forfeiture (within
the meaning of Code Section 83), such Award will be distributed to the
Participant, upon application of the Participant, if the Participant has had an
unforeseeable emergency within the meaning of Code Sections 409A(a)(2)(A)(vi)
and 409A(a)(2)(B)(ii), in accordance with Section 409A(a)(2)(B)(ii).

     (d)  Limitation on Vesting of Certain Awards. Subject to Section 10,
          Restricted Stock will vest over a minimum period of three years except
          in the event of a Participant's death, disability, or retirement, or
          in the event of a Change in Control or other circumstances specified
          in the applicable Award agreement. The foregoing notwithstanding, (i)
          Restricted Stock as to which either the grant or vesting is based on,
          among other things, the achievement of one or more performance
          conditions generally will vest over a minimum period of one year
          except in the event of a Participant's death, disability, or
          retirement, or in the event of a Change in Control or other special
          circumstances, and (ii) up to 5% of the shares of Stock authorized
          under the Plan may be granted as Restricted Stock without any minimum
          vesting requirements. For purposes of this Section 8(d), (i) a
          performance period that has commenced prior to the grant of the
          Restricted Stock will be treated as part of the vesting period if the
          participant has been notified promptly after the commencement of the
          performance period that he or she has the opportunity to earn the
          Award based on performance and continued service, and (ii) vesting
          over a three-year period or one-year period will include periodic
          vesting over such period if the rate of such vesting is proportional
          (or less rapid) throughout such period.

     (e)  Subplans. The Committee may implement or authorize implementation of
          subplans or other programs or arrangements in connection with any
          Awards granted hereunder, including, without limitation, the
          implementation of annual or multi-year performance plans pursuant to
          which Performance Awards may be paid.

9.   Change in Control.

     (a) Effect of "Change in Control" on Non-Performance Based Awards. In the
event of a "Change in Control," the following provisions shall apply to
non-performance based Awards, including Awards as to which performance
conditions previously have been satisfied or are deemed satisfied under Section
9(b), unless otherwise provided by the Committee in the Award document:

     (i)  In the case of Non-409A Awards, to the extent permitted without
          causing the Award to become subject to Code Section 409A:

          (A)  All forfeiture conditions and other restrictions applicable to
               Awards granted under the Plan shall lapse and such Awards shall
               be fully payable as of the time of the Change in Control without
               regard to vesting or other conditions, except to the extent of
               any waiver by the Participant and subject to applicable
               restrictions set forth in Section 10(a); and

          (B)  Any Award carrying a right to exercise that was not previously
               exercisable and vested shall become fully exercisable and vested
               as of the time of the Change in Control, subject only to
               applicable restrictions set forth in Section 10(a).

     (ii) In the case of 409A Awards, if and to the extent permitted under Code
          Section 409A (for this purpose, if Section 409A would permit any of
          the following events to occur following 409A Ownership/Control Change
          but not otherwise, such event shall occur only if a Change in Control
          also constitutes a 409A Ownership/Control Change):

          (A)  All deferral of settlement, forfeiture conditions and other
               restrictions applicable to an unvested Award granted under the
               Plan shall lapse and such Awards shall be fully payable as of the
               time of the Change in Control without regard to deferral and
               vesting conditions, except to the extent of any waiver by the
               Participant (if permitted under Section 409A) and subject to

<PAGE>

               applicable restrictions set forth in Section 10(a); and

          (B)  Any Award carrying a right to exercise that was not previously
               exercisable and vested shall become fully exercisable and vested
               as of the time of the Change in Control, subject only to
               applicable restrictions set forth in Section 10(a).

     (b) Effect of "Change in Control" on Performance-Based Awards. In the event
of a "Change in Control," with respect to an outstanding Award subject to
achievement of performance goals and conditions, such performance goals and
conditions shall be deemed to be met or exceeded if and to the extent so
provided by the Committee in the Award document governing such Award or other
agreement with the Participant, to the maximum extent permitted under Section
409A in the case of 409A Awards.

     (c) Definition of "Change in Control." A "Change in Control" shall be
deemed to have occurred if, after the Effective Date, there shall have occurred
any of the following:

     (i)  Any "person," as such term is used in Section 13(d) and 14(d) of the
          Exchange Act (other than the Company or any trustee or other fiduciary
          holding securities under an employee benefit plan of the Company), is
          or becomes the "beneficial owner" (as defined in Rule 13d-3 of the
          Exchange Act), directly or indirectly, of securities of the Company
          representing 30% or more of the combined voting power of the Company's
          then-outstanding securities;

     (ii) During any period of two consecutive years commencing on or after the
          Effective Date, individuals who at the beginning of such period
          constitute the Board, and any new director (other than a director
          designated by a person (as defined above) who has entered into an
          agreement with the Company to effect a transaction described in
          subsections (i) or (iii) of this definition) whose election by the
          Board or nomination for election was previously so approved, cease for
          any reason to constitute a majority thereof;

    (iii) The consummation of (x) a merger or consolidation of the Company with
          any other corporation, other than a merger or consolidation which
          would result in the voting securities of the Company outstanding
          immediately prior thereto continuing to represent (either by remaining
          outstanding or by being converted into voting securities of the
          surviving entity) at least 66 2/3% of the combined voting power of the
          voting securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation or (y) a sale or
          disposition by the Company of all or substantially all of the
          Company's assets;

     (iv) The shareholders of the Company approve a plan of complete liquidation
          or dissolution of the Company; and

     (v)  any other event which the Board of Directors of the Company determines
          shall constitute a Change in Control for purposes of this Plan.

     (d) Definition of "409A Ownership/Control Change." A "409A
Ownership/Control Change" shall be deemed to have occurred if a Change in
Control occurs which constitutes a change in the ownership or effective control
of the Company, or in the ownership of a substantial portion of the assets of
the Company, within the meaning of Code Section 409A(a)(2)(A)(v).

     (e) Definition of "Change in Control Price." The "Change in Control Price"
means an amount in cash equal to the amount of cash and fair market value of
property that is the paid (including extraordinary dividends) in any transaction
triggering the Change in Control or any liquidation of shares following a sale
of substantially all assets of the Company.

10.  General Provisions.

     (a) Compliance with Legal and Other Requirements. The Company may, to the
extent deemed necessary or advisable by the Committee and subject to Section
10(k), postpone the issuance or delivery of Stock or payment of other benefits
under any Award until completion of such registration or qualification of such
Stock or other required action under any federal or state law, rule or
regulation, listing or other required action with respect to any stock exchange

<PAGE>

or automated quotation system upon which the Stock or other securities of the
Company are listed or quoted, or compliance with any other obligation of the
Company, as the Committee may consider appropriate, and may require any
Participant to make such representations, furnish such information and comply
with or be subject to such other conditions as it may consider appropriate in
connection with the issuance or delivery of Stock or payment of other benefits
in compliance with applicable laws, rules, and regulations, listing
requirements, or other obligations.

     (b) Limits on Transferability; Beneficiaries. No Award or other right or
interest of a Participant under the Plan shall be pledged, hypothecated or
otherwise encumbered or subject to any lien, obligation or liability of such
Participant to any party (other than the Company or a subsidiary or affiliate
thereof), or assigned or transferred by such Participant otherwise than by will
or the laws of descent and distribution or to a Beneficiary upon the death of a
Participant, and such Awards or rights that may be exercisable shall be
exercised during the lifetime of the Participant only by the Participant or his
or her guardian or legal representative, except that Awards and other rights
(other than ISOs and SARs in tandem therewith) may be transferred to one or more
transferees during the lifetime of the Participant, and may be exercised by such
transferees in accordance with the terms of such Award, but only if and to the
extent such transfers are permitted by the Committee, subject to any terms and
conditions which the Committee may impose thereon (which may include limitations
the Committee may deem appropriate in order that offers and sales under the Plan
will meet applicable requirements of registration forms under the Securities Act
of 1933 specified by the Securities and Exchange Commission). A Beneficiary,
transferee, or other person claiming any rights under the Plan from or through
any Participant shall be subject to all terms and conditions of the Plan and any
Award document applicable to such Participant, except as otherwise determined by
the Committee, and to any additional terms and conditions deemed necessary or
appropriate by the Committee.

     (c) Adjustments. In the event that any large, special and non-recurring
dividend or other distribution (whether in the form of cash or property other
than Stock), recapitalization, forward or reverse split, Stock dividend,
reorganization, merger, consolidation, spin-off, combination, repurchase, share
exchange, liquidation, dissolution or other similar corporate transaction or
event affects the Stock such that an adjustment is determined by the Committee
to be appropriate and, in the case of any outstanding Award, necessary in order
to prevent dilution or enlargement of the rights of the Participant, then the
Committee shall, in an equitable manner as determined by the Committee, adjust
any or all of (i) the number and kind of shares of Stock which may be delivered
in connection with Awards granted thereafter, (ii) the number and kind of shares
of Stock by which annual per-person Award limitations are measured under Section
5, (iii) the number and kind of shares of Stock subject to or deliverable in
respect of outstanding Awards and (iv) the exercise price, grant price or
purchase price relating to any Award or, if deemed appropriate, the Committee
may make provision for a payment of cash or property to the holder of an
outstanding Option. In addition, the Committee is authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards (including
Performance Awards and performance goals and any hypothetical funding pool
relating thereto) in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding sentence, as well as
acquisitions and dispositions of businesses and assets) affecting the Company,
any subsidiary or affiliate or other business unit, or the financial statements
of the Company or any subsidiary or affiliate, or in response to changes in
applicable laws, regulations, accounting principles, tax rates and regulations
or business conditions or in view of the Committee's assessment of the business
strategy of the Company, any subsidiary or affiliate or business unit thereof,
performance of comparable organizations, economic and business conditions,
personal performance of a Participant, and any other circumstances deemed
relevant; provided, that such adjustments shall equitably reflect the
circumstances giving rise to such adjustments and; provided further, that no
such adjustment shall be authorized or made if and to the extent that the
existence of such authority would cause Options, SARs, or Performance Awards
granted under the Plan to Participants designated by the Committee as Covered
Employees and intended to qualify as "performance-based compensation" under Code
Section 162(m) and regulations thereunder to otherwise fail to qualify as
"performance-based compensation" under Code Section 162(m) and regulations
thereunder.

     (d) Tax Provisions.

     (i)  Withholding. The Company and any subsidiary or affiliate is authorized
          to withhold from any Award granted, any payment relating to an Award
          under the Plan, including from a distribution of Stock, or any payroll
          or other payment to a Participant, amounts of withholding and other

<PAGE>

          taxes due or potentially payable in connection with any transaction
          involving an Award, and to take such other action as the Committee may
          deem advisable to enable the Company and Participants to satisfy
          obligations for the payment of withholding taxes and other tax
          obligations relating to any Award. This authority shall include
          authority to withhold or receive Stock or other property and to make
          cash payments in respect thereof in satisfaction of a Participant's
          withholding obligations, either on a mandatory or elective basis in
          the discretion of the Committee, or in satisfaction of other tax
          obligations. No Stock may be issued or amount paid pursuant to an
          Award under this plan unless the Participant has made arrangements
          acceptable to the Company to satisfy any required withholding. Other
          provisions of the Plan notwithstanding, only the minimum amount of
          Stock deliverable in connection with an Award necessary to satisfy
          statutory withholding requirements will be withheld, unless
          withholding of any additional amount of Stock will not result in
          additional accounting expense to the Company.

     (ii) Requirement of Notification Upon Disqualifying Disposition Under Code
          Section 421(b). If any Participant shall make any disposition of
          shares of Stock delivered pursuant to the exercise of an ISO under the
          circumstances described in Code Section 421(b) (i.e., a disqualifying
          disposition), such Participant shall notify the Company of such
          disposition within ten days thereof.

     (e) Changes to the Plan. The Board may amend, suspend or terminate the Plan
or the Committee's authority to grant Awards under the Plan without the consent
of stockholders or Participants; provided, however, that any amendment to the
Plan shall be submitted to the Company's stockholders for approval not later
than the earliest annual meeting for which the record date is at or after the
date of such Board action if such stockholder approval is required by any
federal or state law or regulation or the rules of the NASDAQ National Market
System or any other stock exchange or automated quotation system on which the
Stock may then be listed or quoted, or if such amendment would materially
increase the number of shares reserved for issuance and delivery under the Plan,
and the Board may otherwise, in its discretion, determine to submit other
amendments to the Plan to stockholders for approval; and provided further, that,
without the consent of an affected Participant, no such Board action may
materially and adversely affect the rights of such Participant under any
outstanding Award (for this purpose, actions that alter the timing of federal
income taxation of a Participant will not be deemed material unless such action
results in an income tax penalty on the Participant). Without the approval of
stockholders, the Committee will not amend or replace previously granted Options
or SARs in a transaction that constitutes a "repricing" that would be considered
a "material amendment" as that term is used in Rule 4350(i) of the NASD Manual.
With regard to other terms of Awards, the Committee shall have no authority to
waive or modify any such Award term after the Award has been granted to the
extent the waived or modified term would be mandatory under the Plan for any
Award newly granted at the date of the waiver or modification. Additionally, the
Committee may amend the terms of outstanding Awards, provided that no amendment
may adversely affect the interests of the affected Participant without such
Participant's consent.

     (f) Right of Setoff. The Company or any subsidiary or affiliate may, to the
extent permitted by applicable law, deduct from and set off against any amounts
the Company or a subsidiary or affiliate may owe to the Participant from time to
time, including amounts payable in connection with any Award, owed as wages,
fringe benefits, or other compensation owed to the Participant, such amounts as
may be owed by the Participant to the Company, although the Participant shall
remain liable for any part of the Participant's payment obligation not satisfied
through such deduction and setoff. By accepting any Award granted hereunder, the
Participant agrees to any deduction or setoff under this Section 10(f).

     (g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant or obligation to deliver
Stock pursuant to an Award, nothing contained in the Plan or any Award shall
give any such Participant any rights that are greater than those of a general
creditor of the Company; provided that the Committee may authorize the creation
of trusts and deposit therein cash, Stock, other Awards or other property, or
make other arrangements to meet the Company's obligations under the Plan. Such
trusts or other arrangements shall be consistent with the "unfunded" status of
the Plan unless the Committee otherwise determines with the consent of each
affected Participant.

<PAGE>

     (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor its submission to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board or a
committee thereof to adopt such other incentive arrangements, apart from the
Plan, as it may deem desirable, including incentive arrangements and awards
which do not qualify under Code Section 162(m), and such other arrangements may
be either applicable generally or only in specific cases.

     (i) Payments in the Event of Forfeitures; Fractional Shares. Unless
otherwise determined by the Committee, in the event of a forfeiture of an Award
with respect to which a Participant paid cash consideration, the Participant
shall be repaid the amount of such cash consideration. No fractional shares of
Stock shall be issued or delivered pursuant to the Plan or any Award. The
Committee shall determine whether cash, other Awards or other property shall be
issued or paid in lieu of such fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.

     (j) Compliance with Code Section 162(m). It is the intent of the Company
that Options and SARs granted to Covered Employees and other Awards designated
as Awards to Covered Employees subject to Section 7 shall constitute qualified
"performance-based compensation" within the meaning of Code Section 162(m) and
regulations thereunder, unless otherwise determined by the Committee at the time
of allocation of an Award. Accordingly, the terms of Sections 7(b), (c), and
(d), including the definitions of Covered Employee and other terms used therein,
shall be interpreted in a manner consistent with Code Section 162(m) and
regulations thereunder. The foregoing notwithstanding, because the Committee
cannot determine with certainty whether a given Participant will be a Covered
Employee with respect to a fiscal year that has not yet been completed, the term
Covered Employee as used herein shall mean only a person designated by the
Committee as likely to be a Covered Employee with respect to a specified fiscal
year. The provisions of any Award document relating to a Performance Award that
is designated as intended to comply with Code Section 162(m) shall be construed
to the extent necessary to conform to such requirements, and no provision shall
be deemed to confer upon the Committee or any other person discretion to
increase the amount of compensation otherwise payable in connection with any
such Award upon attainment of the applicable performance objectives.

     (k) Certain Limitations on Awards to Ensure Compliance with Section 409A.
For purposes of this Plan, references to an award term or event (including any
authority or right of the Company or a Participant) being "permitted" under
Section 409A mean, for a 409A Award, that the term or event will not cause the
Participant to be liable for payment of interest or a tax penalty under Section
409A and, for a Non-409A Award, that the term or event will not cause the Award
to be treated as subject to Section 409A. With respect to any Award, the
provisions of the Plan and applicable Award documents shall be construed in such
a manner to be "permitted" under Section 409A. In addition, with respect to any
Award granted under this Plan, the right of any "key employee" as defined under
Section 409A(a)(2)(B)(i) to receive a distribution subject to Section
409A(a)(2)(A)(i) (separation from service) shall be delayed until the earliest
time permitted under Section 409A(a)(2)(B)(i).

     (l) Governing Law. The validity, construction, and effect of the Plan, any
rules and regulations relating to the Plan and any Award document shall be
determined in accordance with the laws of the State of Nevada, without giving
effect to principles of conflicts of laws, and applicable provisions of federal
law.

     (m) Awards to Participants Outside the United States. The Committee may
modify the terms of any Award under the Plan made to or held by a Participant
who is then resident or primarily employed outside of the United States in any
manner deemed by the Committee to be necessary or appropriate in order that such
Award shall conform to laws, regulations, and customs of the country in which
the Participant is then resident or primarily employed, or so that the value and
other benefits of the Award to the Participant, as affected by foreign tax laws
and other restrictions applicable as a result of the Participant's residence or
employment abroad shall be comparable to the value of such an Award to a
Participant who is resident or primarily employed in the United States. An Award
may be modified under this Section 10(m) in a manner that is inconsistent with
the express terms of the Plan, so long as such modifications will not contravene
any applicable law or regulation or result in actual liability under Section
16(b) for the Participant whose Award is modified.

     (n) Limitation on Rights Conferred under Plan. Neither the Plan nor any
action taken hereunder shall be construed as (i) giving any Eligible Person or
Participant the right to continue as an Eligible Person or Participant or in the

<PAGE>

employ or service of the Company or a subsidiary, (ii) interfering in any way
with the right of the Company or a subsidiary to terminate any Eligible Person's
or Participant's employment or service at any time (subject to the terms and
provisions of any separate written agreements), (iii) giving an Eligible Person
or Participant any claim to be granted any Award under the Plan or to be treated
uniformly with other Participants and employees, or (iv) conferring on a
Participant any of the rights of a stockholder of the Company unless and until
the Participant is duly issued or transferred shares of Stock in accordance with
the terms of an Award or an Option is duly exercised. Except as expressly
provided in the Plan and an Award document, neither the Plan nor any Award
document shall confer on any person other than the Company and the Participant
any rights or remedies thereunder.

     (o) Severability; Entire Agreement. If any of the provisions of this Plan
or any Award document is finally held to be invalid, illegal or unenforceable
(whether in whole or in part), such provision shall be deemed modified to the
extent, but only to the extent, of such invalidity, illegality or
unenforceability, and the remaining provisions shall not be affected thereby;
provided, that, if any of such provisions is finally held to be invalid,
illegal, or unenforceable because it exceeds the maximum scope determined to be
acceptable to permit such provision to be enforceable, such provision shall be
deemed to be modified to the minimum extent necessary to modify such scope in
order to make such provision enforceable hereunder. The Plan and any Award
documents contain the entire agreement of the parties with respect to the
subject matter thereof and supersede all prior agreements, promises, covenants,
arrangements, communications, representations and warranties between them,
whether written or oral with respect to the subject matter thereof.

     (p) Plan Effective Date and Termination. The Plan shall become effective
if, and at such time as, the stockholders of the Company have approved it by the
affirmative votes of the holders of a majority of the voting securities of the
Company present, or represented, and entitled to vote on the subject matter at a
duly held meeting of stockholders (provided that the total vote cast on the
proposal represents over 50% in interest of all securities entitled to vote on
the proposal). Unless earlier terminated by action of the Board of Directors,
the authority of the Committee to make grants under the Plan shall terminate on
the date that is ten years after the date upon which stockholders of the Company
have approved the Plan, and the Plan will remain in effect until such time as no
Stock remains available for delivery under the Plan and the Company has no
further rights or obligations under the Plan with respect to outstanding Awards
under the Plan.