<PAGE>

EXHIBIT 10.20

                           iDINE REWARDS NETWORK INC.
                          1996 LONG-TERM INCENTIVE PLAN
                  (including amendments through March 8, 2002)

1. Purpose. The purpose of this 1996 Long-Term Incentive Plan (the "Plan") of
   -------
iDine Rewards Network Inc., a Delaware corporation (the "Company"), is to
advance the interests of the Company and its stockholders by providing a means
to attract, retain, and reward directors, officers and other key employees and
consultants of the Company and its subsidiaries (including consultants providing
services of substantial value) and to enable such persons to acquire or increase
a proprietary interest in the Company, thereby promoting a closer identity of
interests between such persons and the Company's stockholders.

2. Definitions. The definitions of awards under the Plan, including Options,
   -----------
SARs (including Limited SARs), Restricted Stock, Deferred Stock, Stock granted
as a bonus or in lieu of other awards, Dividend Equivalents, and Other
Stock-Based Awards, are set forth in Section 6 of the Plan. Such awards,
together with any other right or interest granted to a Participant under the
Plan, are termed "Awards." For purposes of the Plan, the following additional
terms shall be defined as set forth below:

         (a) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.

         (b) "Beneficiary" shall mean the person, persons, trust, or trusts
which have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits
specified under this Plan upon such Participant's death or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust, or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

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

         (d) A "Change in Control" shall be deemed to have occurred if:

                  (i) any person (as defined in Sections 3(a)(9) and 13(d)(3) of
         the Exchange Act), other than the Company or an employee benefit plan
         of the Company, acquires directly or indirectly the beneficial
         ownership (within the meaning of Rule 13d-3 promulgated pursuant to the
         Exchange Act) of any voting security of the Company and immediately
         after such acquisition such person is, directly or indirectly, the
         beneficial owner of voting securities representing 50 percent or more
         of the total voting power of all of the then-outstanding voting
         securities of the Company;

                  (ii) the individuals (A) who constitute the Board as of the
         date this Plan is adopted by the Board (the "Original Directors") or
         (B) who thereafter are elected to the Board and whose election, or
         nomination for election, to the Board was approved by a vote of at
         least two-thirds (2/3) of the Original Directors then still in office
         (such directors becoming "Additional Original Directors" immediately
         following their election) or (C) who are elected to the Board and whose
         election, or nomination for election, to the Board was approved by a
         vote of at least two-thirds (2/3) of the


                                       -1-

<PAGE>

         Original Directors and Additional Original Directors then still in
         office (such directors also becoming "Additional Original Directors"
         immediately following their election) (such individuals being the
         "Continuing Directors"), cease for any reason to constitute a majority
         of the members of the Board;

                  (iii) the stockholders of the Company shall approve a merger,
         consolidation, recapitalization, or reorganization of the Company, a
         reverse stock split of outstanding voting securities, or consummation
         of any such transaction if stockholder approval is not sought or
         obtained, other than any such transaction which would result in at
         least 75 percent of the total voting power represented by the voting
         securities of the surviving entity outstanding immediately after such
         transaction being beneficially owned (within the meaning of Rule 13d-3
         promulgated pursuant to the Exchange Act) by at least 75 percent of the
         holders of outstanding voting securities of the Company immediately
         prior to the transaction, with the voting power of each such continuing
         holder relative to other such continuing holders not substantially
         altered in the transaction; or

                  (iv) the stockholders of the Company shall approve a plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or a substantial portion of the
         Company's assets (i.e., 50 percent or more of the total assets of the
         Company).

         (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to include
regulations thereunder and successor provisions and regulations thereto.

         (f) "Committee" means the Compensation Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan;
provided, however, that to the extent necessary to comply with Rule 16b-3, the
Committee shall consist of two or more directors, each of whom is a
"disinterested person" within the meaning of Rule 16b-3.

         (g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act shall
be deemed to include rules thereunder and successor provisions and rules
thereto.

         (h) "Fair Market Value" means, with respect to Stock, Awards, or other
property, the fair market value of such Stock, Awards, or other property
determined by such methods or procedures as shall be established from time to
time by the Committee, provided, however, that if the Stock is listed on a
national securities exchange or quoted in an interdealer quotation system, the
Fair Market Value of such Stock on a given date shall be based upon the last
sales price or, if unavailable, the average of the closing bid and asked prices
per share of the Stock on such date (or, if there was no trading or quotation in
the Stock on such date, on the next preceding date on which there was trading or
quotation) as provided by one of such organizations.

         (i) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.

         (j) "Non-Employee Director" shall mean a member of the Board who is not
otherwise an employee of the Company or any subsidiary.


                                       -2-

<PAGE>

         (k) "Participant" means a person who, at a time when eligible under
Section 5 hereof, has been granted an Award under the Plan.

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

         (m) "Stock" means the Common Stock, $.02 par value, of the Company and
such other securities as may be substituted for Stock or such other securities
pursuant to Section

3. Administration.
   --------------

         (a) Authority of the Committee. Except as otherwise provided below, the
             --------------------------
Plan shall be administered by the Committee. The Committee shall have full and
final authority to take the following actions, in each case subject to and
consistent with the provisions of the Plan:

                  (i) to select persons to whom Awards may be granted;

                  (ii) to determine the type or types of Awards to be granted to
         each such person;

                  (iii) to determine the number of Awards to be granted, the
         number of shares of Stock to which an Award will relate, the terms and
         conditions of any Award granted under the Plan (including, but not
         limited to, any exercise price, grant price, or purchase price, any
         restriction or condition, any schedule for lapse of restrictions or
         conditions relating to transferability or forfeiture, exercisability,
         or settlement of an Award, and waivers or accelerations thereof, and
         waivers of or modifications to performance conditions relating to an
         Award, based in each case on such considerations as the Committee shall
         determine), and all other matters to be determined in connection with
         an Award;

                  (iv) to determine 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, or
         an Award may be canceled, forfeited, or surrendered;

                  (v) to determine whether, to what extent, and under what
         circumstances cash, Stock, other Awards, or other property payable with
         respect to an Award will be deferred either automatically, at the
         election of the Committee, or at the election of the Participant;

                  (vi) To prescribe the form of each Award Agreement, which need
         not be identical for each Participant;

                  (vii) to adopt, amend, suspend, waive, and rescind such rules
         and regulations and appoint such agents as the Committee may deem
         necessary or advisable to administer the Plan;

                  (viii) to correct any defect or supply any omission or
         reconcile any inconsistency in the Plan and to construe and interpret
         the Plan and any Award, rules and regulations, Award Agreement, or
         other instrument hereunder; and


                                       -3-

<PAGE>

                  (ix) to make all other decisions and determinations as may be
         required under the terms of the Plan or as the Committee may deem
         necessary or advisable for the administration of the Plan.

Other provisions of the Plan notwithstanding, the Board shall perform the
functions of the Committee for purposes of granting awards to directors who
serve on the Committee (subject to Section 8), and may perform any function of
the Committee under the Plan for any other purpose, including without limitation
for the purpose of ensuring that transactions under the Plan by Participants who
are then subject to Section 16 of the Exchange Act in respect of the Company are
exempt under Rule 16b-3. In any case in which the Board is performing a function
of the Committee under the Plan, each reference to the Committee herein shall be
deemed to refer to the Board, except where the context otherwise requires.

         (b) Manner of Exercise of Committee Authority. Any action of the
             -----------------------------------------
Committee with respect to the Plan shall be final, conclusive, and binding on
all persons, including the Company, subsidiaries of the Company, Participants,
any person claiming any rights under the Plan from or through any Participant,
and stockholders. 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 delegate to officers
or managers of the Company or any subsidiary of the Company the authority,
subject to such terms as the Committee shall determine, to perform such
functions as the Committee may determine, to the extent permitted under
applicable law.

         (c) Limitation of Liability. Each member of the Committee shall be
             -----------------------
entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officer or other employee of the Company or any
subsidiary, the Company's independent certified public accountants, or any
executive compensation consultant, legal counsel, or other professional retained
by the Company to assist in the administration of the Plan. No member of the
Committee, nor any officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Committee and any officer or employee of the Company acting on
their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to any such action, determination, or
interpretation.

4. Stock Subject to Plan.
   ---------------------

         (a) Amount of Stock Reserved. The total amount of Stock that may be
             ------------------------
subject to outstanding Awards, determined immediately after the grant of any
Award, shall not exceed 3,505,966. Notwithstanding the foregoing, the number of
shares that may be delivered upon the exercise of ISOs shall not exceed
2,505,966 provided, however, that shares subject to ISOs shall not be deemed
delivered if such Awards are forfeited, expire or otherwise terminate without
delivery of shares to the Participant. If an Award valued by reference to Stock
may only be settled in cash, the number of shares to which such Award relates
shall be deemed to be Stock subject to such Award for purposes of this Section
4(a). Any shares of Stock delivered pursuant to an Award may consist, in whole
or in part, of authorized and unissued shares or treasury shares.


                                       -4-

<PAGE>

         (b) Annual Per-Participant Limitations. During any calendar year, no
             ----------------------------------
Participant may be granted Options and other Awards under the Plan that may be
settled by delivery of more than 250,000 shares of Stock, subject to adjustment
as provided in Section 4(c). In addition, with respect to Awards that may be
settled in cash (in whole or in part), no Participant may be paid during any
calendar year cash amounts relating to such Awards that exceed the greater of
the Fair Market Value of the number of shares of Stock set forth in the
preceding sentence at the date of grant or the date of settlement of Award. This
provision sets forth two separate limitations, so that awards that may be
settled solely by delivery of Stock will not operate to reduce the amount of
cash-only Awards, and vice versa; nevertheless, Awards that may be settled in
Stock or cash must not exceed either limitation.

         (c) Adjustments. In the event that the Committee shall determine that
             -----------
any dividend or other distribution (whether in the form of cash, Stock, or other
property), recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Participants under the Plan, then the Committee shall, in such manner
as it may deem equitable, adjust any or all of (i) the number and kind of shares
of Stock reserved and available for Awards under Section 4(a), (ii) the number
and kind of shares of outstanding Restricted Stock or other outstanding Award in
connection with which shares have been issued, (iii) the number and kind of
shares that may be issued in respect of other outstanding Awards, (iv) the
exercise price, grant price, or purchase price relating to any Award (or, if
deemed appropriate, the Committee may make provision for a cash payment with
respect to any outstanding Award), (v) the number of shares with respect to
which Options and SARs may be granted to a Participant in any calendar year, as
set forth in Section 4(b), and (vi) the number and kind of shares to be subject
to Options granted pursuant to Section 6(i) . In addition, the Committee is
authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding sentence) affecting the
Company or any subsidiary or the financial statements of the Company or any
subsidiary, or in response to changes in applicable laws, regulations, or
accounting principles. The foregoing notwithstanding, without the consent of the
Participant, no adjustments shall be authorized under this Section 4(c) with
respect to ISOs to the extent that such adjustment would cause such ISOs to fail
to qualify as ISOs.

5. Eligibility. Directors, executive officers and other key employees of the
   -----------
Company and its subsidiaries, and persons who provide consulting or other
services to the Company deemed by the Committee to be of substantial value to
the Company, are eligible to be granted Awards under the Plan. In addition, a
person who has been offered employment by the Company or its subsidiaries, and a
person who is employed by an entity expected to become a subsidiary, is eligible
to be granted an Award under the Plan, provided that such Award shall be
canceled if such person fails to commence such employment, or if such entity
fails to become a subsidiary, and no payment of value may be made in connection
with such Award until such person has commenced such employment or until such
entity has become a subsidiary.

6. Specific Terms of Awards.
   ------------------------


                                       -5-

<PAGE>

         (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 Section
8(e)), 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 of the Participant.

         (b) Options. The Committee is authorized to grant Options to
             -------
Participants (including "reload" options automatically granted to offset
specified exercises of options) on the following terms and conditions:

                  (i) Exercise Price. The exercise price per share of Stock
                      --------------
         purchasable under an Option shall be determined by the Committee;
         provided, however, that, the exercise price of an ISO shall be not less
         than 100 percent (110 percent in the case of an ISO granted to a person
         who owns (within the meaning of Section 422(b)(6) of the Code) 10
         percent of the Stock) of the Fair Market Value of a share on the date
         of grant of such Option.

                  (ii) Time and Method of Exercise. The Committee shall
                       ---------------------------
         determine the time or times at which an Option may be exercised in
         whole or in part, the methods by which such exercise price may be paid
         or deemed to be paid, the form of such payment, including, without
         limitation, cash, Stock, other Awards or awards granted under other
         Company plans, or other property (including notes or other contractual
         obligations of Participants to make payment on a deferred basis, such
         as through "cashless exercise" arrangements, to the extent permitted by
         applicable law), and the methods by which Stock will be delivered or
         deemed to be delivered to Participants.

                  (iii) ISOs. The terms of any ISO granted under the Plan shall
                        ----
         comply in all respects with the provisions of Section 422 of the Code,
         including but not limited to the requirement that no ISO shall be
         granted more than ten years after the effective date of the Plan.
         Anything in the Plan to the contrary notwithstanding, no term of the
         Plan relating to ISOs shall be interpreted, amended, or altered, nor
         shall any discretion or authority granted under the Plan be exercised,
         so as to disqualify either the Plan or any ISO under Section 422 of the
         Code.

                  (iv) Termination of Employment. Unless otherwise determined by
                       -------------------------
         the Committee, upon termination of a Participant's employment with the
         Company and its subsidiaries for any reason other than death,
         disability (within the meaning of Section 22(e)(3) of the Code) or
         cause, such Participant may exercise any Options during the 90-day
         period following such termination of employment. In the event such
         termination is on account of death or disability, the Participant may
         exercise any Options during the one-year period following such
         termination. If the Committee determines that termination of employment
         is for cause, all Options held by the Participant shall immediately
         terminate. In any case where Options remain exercisable following
         termination of employment, such Options shall be exercisable only to
         the extent exercisable immediately prior to such termination of
         employment.

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


                                       -6-

<PAGE>

                  (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, if the Committee shall so determine in the case of any
         such right other than one related to an ISO, the Fair Market Value of
         one share at any time during a specified period before or after the
         date of exercise), over (B) the grant price of the SAR as determined by
         the Committee as of the date of grant of the SAR, which, except as
         provided in Section 7(a), shall be not less than the Fair Market Value
         of one share of Stock on the date of grant.

                  (ii) Other Terms. The Committee shall determine the time or
                       -----------
         times at which an SAR may be exercised in whole or in part, the method
         of exercise, method of settlement, form of consideration payable in
         settlement, method by which Stock will be delivered or deemed to be
         delivered to Participants, whether or not an SAR shall be in tandem
         with any other Award, and any other terms and conditions of any SAR.
         Limited SARs that may only be exercised upon the occurrence of a Change
         in Control may be granted on such terms, not inconsistent with this
         Section 6(c), as the Committee may determine. Limited SARs may be
         either freestanding or in tandem with other Awards. Notwithstanding
         anything contained herein to the contrary, no award shall be an SAR
         unless the Award Agreement explicitly so provides.

         (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 and other restrictions, if any,
         as the Committee may impose, which restrictions may lapse separately or
         in combination at such times, under such circumstances, in such
         installments, or otherwise, as the Committee may determine. Except to
         the extent restricted under the terms of the Plan and any Award
         Agreement relating to the Restricted Stock, a Participant granted
         Restricted Stock shall have all of the rights of a stockholder
         including, without limitation, the right to vote Restricted Stock or
         the right to receive dividends thereon.

                  (ii) Forfeiture. Except as otherwise determined by the
                       ----------
         Committee, upon termination of employment or service (as determined
         under criteria established by the Committee) during the applicable
         restriction period, Restricted Stock that is at that time subject to
         restrictions shall be forfeited and reacquired by the Company;
         provided, however, that the Committee may provide, by rule or
         regulation or in any Award Agreement, or may determine in any
         individual case, that restrictions or forfeiture conditions relating to
         Restricted Stock will be waived in whole or in part in the event of
         termination 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, such certificates shall bear an
         appropriate legend referring to the terms, conditions, and restrictions
         applicable to such Restricted Stock, the Company shall retain physical
         possession of the certificate, and the Participant shall have delivered
         a stock power to the Company, endorsed in blank, relating to the
         Restricted Stock.

                  (iv) Dividends. Dividends paid on Restricted Stock shall be
                       ---------
         either paid at the dividend payment date in cash or in shares of
         unrestricted Stock having a Fair Market Value equal to


                                       -7-

<PAGE>

         the amount of such dividends, or the payment of such dividends shall be
         deferred and/or the amount or value thereof automatically reinvested in
         additional Restricted Stock, other Awards, or other investment
         vehicles, as the Committee shall determine or permit the Participant to
         elect. 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, subject to the following terms and conditions:

                  (i) Award and Restrictions. Delivery 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 as the Committee may impose, if any, which
         restrictions may lapse at the expiration of the deferral period or at
         earlier specified times, separately or in combination, in installments,
         or otherwise, as the Committee may determine.

                  (ii) Forfeiture. Except as otherwise determined by the
                       ----------
         Committee, upon termination of employment or service (as determined
         under criteria established by the Committee) during the applicable
         deferral period or portion thereof to which forfeiture conditions apply
         (as provided in the Award Agreement evidencing the Deferred Stock), all
         Deferred Stock that is at that time subject to deferral (other than a
         deferral at the election of the Participant) shall be forfeited;
         provided, however, that the Committee may provide, by rule or
         regulation or in any Award Agreement, or may determine in any
         individual case, that restrictions or forfeiture conditions relating to
         Deferred Stock will be waived in whole or in part in the event of
         termination resulting from specified causes.

         (f) Bonus Stock and Awards in Lieu of Cash Obligations. The Committee
             --------------------------------------------------
is authorized to grant Stock as a bonus, or to grant Stock or other Awards in
lieu of Company obligations to pay cash under other plans or compensatory
arrangements.

         (g) Dividend Equivalents. The Committee is authorized to grant Dividend
             --------------------
Equivalents to a Participant, entitling the Participant to receive cash, Stock,
other Awards, or other property equal in value to dividends paid with respect to
a specified number of shares of Stock. Dividend Equivalents 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 such restrictions on transferability and
risks of forfeiture, 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 and factors that may influence
the value of Stock, as deemed by the Committee to be consistent with the
purposes of the Plan, including, without limitation, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Stock, purchase
rights for Stock, Awards with value and payment contingent upon performance of
the Company or any other factors designated by the Committee, and


                                       -8-

<PAGE>

Awards valued by reference to the book value of Stock or the value of securities
of or the performance of specified subsidiaries. The Committee shall determine
the terms and conditions of such Awards. Stock issued 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 be granted pursuant to this
Section 6(h).

         (i) Non-Employee Directors Options.
             ------------------------------

                  (i) On the day after the Company's annual meeting of
         stockholders at which the Plan is approved, each person who is then a
         Non-Employee Director shall receive, without the exercise of the
         discretion of any person, a non-qualified stock option under the Plan
         relating to the purchase of 5,000 shares of Stock. Thereafter, each
         person who becomes a Non-Employee Director shall receive a
         non-qualified stock option under the Plan relating to the purchase of
         5,000 shares of Stock on the day after the date that he becomes a
         Non-Employee Director. On the day after each of the Company's annual
         meetings occurring in 1997 and thereafter, each person who is a
         Non-Employee Director on any such day shall receive, without the
         exercise of the discretion of any person, a non-qualified stock option
         under the Plan relating to the purchase of 5,000 shares of Stock, plus
         an additional 500 shares for each full year of service as a
         Non-Employee Director performed from the date that the Plan was
         approved by the Company's stockholders to the date of such annual
         meeting, provided, however, that any Non-Employee Director who was
         granted an Option pursuant to the preceding sentence within 30 days of
         the date of an annual meeting shall be not be granted an Option
         pursuant to this sentence on the day after such annual meeting. In the
         event that there are not sufficient shares available under this Plan to
         allow for the grant to each Non-Employee Director of an Option for the
         number of shares provided herein, each Non-Employee Director shall
         receive an Option for his pro rata share of the total number of shares
         of Stock available under the Plan.

                  (ii) The exercise price of each share of Stock subject to an
         Option granted to a Non-Employee Director shall equal the Fair Market
         Value of a share of Stock on the date such Option is granted. Payment
         of the exercise price for the shares being purchased shall be made in
         cash, Stock, or a combination of both.

                  (iii) Each Option granted to a Non-Employee Director shall be
         exercisable in full one year from the date the Option is granted, and
         shall have a term of ten years from such date. Upon a Non-Employee
         Director's cessation of service as a Non-Employee Director, the Option,
         to the extent it was exercisable upon such cessation, shall remain
         exercisable for a period of 90 days (one year in the event such
         cessation is on account of death or disability). A Non-Employee
         Director's removal for cause shall result in an immediate termination
         of all Options. For purposes of this clause (iii), "cause" shall mean
         the director's fraud, intentional misrepresentation, or embezzlement
         committed against the Company, its agents or employees, or otherwise in
         connection with his or her service as a director of the Company, the
         director's misappropriation or conversion of assets or opportunities of
         the Company or its subsidiaries, or the director's conviction of a
         crime, whether or not in connection with his or her service as a
         director, other than a traffic infraction or other violation not deemed
         a felony or misdemeanor.


                                       -9-

<PAGE>

7. 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 for, any
other Award granted under the Plan or any award granted under any other 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. 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; provided, however, that in no event shall
the term of any ISO or an SAR granted in tandem therewith exceed a period of ten
years from the date of its grant (or such shorter period as may be applicable
under Section 422 of the Code).

         (c) Form of Payment Under Awards. Subject to the terms of the Plan and
             ----------------------------
any applicable Award Agreement, payments to be made by the Company or a
subsidiary upon the grant or exercise 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. Such payments may include, without
limitation, provisions for the payment or crediting of reasonable interest on
installment or deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments denominated in Stock.

         (d) Rule 16b-3 Compliance.
             ---------------------

                  (i) Six-Month Holding Period. Unless a Participant could
                      ------------------------
         otherwise dispose of equity securities, including derivative
         securities, acquired under the Plan without incurring liability under
         Section 16(b) of the Exchange Act, equity securities acquired under the
         Plan must be held for a period of six months following the date of such
         acquisition, provided that this condition shall be satisfied with
         respect to a derivative security if at least six months elapse from the
         date of acquisition of the derivative security to the date of
         disposition of the derivative security (other than upon exercise or
         conversion) or its underlying equity security.

                  (ii) Other Compliance Provisions. With respect to a
                       ---------------------------
         Participant who is then subject to Section 16 of the Exchange Act in
         respect of the Company, the Committee shall implement transactions
         under the Plan and administer the Plan in a manner that will ensure
         that each transaction by such a Participant is exempt from liability
         under Rule 16b-3, except that such a Participant may be permitted to
         engage in a non-exempt transaction under the Plan if written notice has
         been given to the Participant regarding the non-exempt nature of such
         transaction. The Committee may authorize the Company to repurchase any
         Award or shares of Stock resulting from any Award in order to prevent a
         Participant who is subject to Section 16 of the Exchange Act from
         incurring liability under Section 16(b). Unless otherwise specified by
         the Participant, equity securities, including derivative securities,
         acquired under the Plan which are disposed of by a Participant shall be
         deemed to be disposed of in the order acquired by the Participant.


                                       -10-

<PAGE>

         (e) Loan Provisions. With the consent of the Committee, and subject at
             ---------------
all times to, and only to the extent, if any, permitted under and in accordance
with, laws and regulations and other binding obligations or provisions
applicable to the Company, the Company may make, guarantee, or arrange for a
loan or loans to a Participant with respect to the exercise of any Option or
other payment in connection with any Award, including the payment by a
Participant of any or all federal, state, or local income or other taxes due in
connection with any Award. Subject to such limitations, the Committee shall have
full authority to decide whether to make a loan or loans hereunder and to
determine the amount, terms, and provisions of any such loan or loans, including
the interest rate to be charged in respect of any such loan or loans, whether
the loan or loans are to be with or without recourse against the borrower, the
terms on which the loan is to be repaid and conditions, if any, under which the
loan or loans may be forgiven.

         (f) Performance-Based Awards. The Committee may, in its discretion,
             ------------------------
designate any Award the exercisability or settlement of which is subject to the
achievement of performance conditions as a performance-based Award subject to
this Section 7(f), in order to qualify such Award as "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and regulations thereunder. The performance objectives for an Award subject to
this Section 7(f) shall consist of one or more business criteria and a targeted
level or levels of performance with respect to such criteria, as specified by
the Committee but subject to this Section 7(f). Performance objectives shall be
objective and shall otherwise meet the requirements of Section 162(m)(4)(C) of
the Code and regulations thereunder. Business criteria used by the Committee in
establishing performance objectives for Awards subject to this Section 7(f)
shall be selected exclusively from among the following:

                  (1) Annual return on capital;

                  (2) Annual earnings per share;

                  (3) Annual cash flow provided by operations;

                  (4) Changes in annual revenues; and/or

                  (5) Strategic business criteria, consisting of one or more
         objectives based on meeting specified revenue, market penetration,
         geographic business expansion goals, cost targets, and goals relating
         to acquisitions or divestitures.

The levels of performance required with respect to such business criteria may be
expressed in absolute or relative levels. Achievement of performance objectives
with respect to such Awards shall be measured over a period of not less than one
year nor more than five years, as the Committee may specify. Performance
objectives may differ for such Awards to different Participants. The Committee
shall specify the weighting to be given to each performance objective for
purposes of determining the final amount payable with respect to any such Award.
The Committee may, in its discretion, reduce the amount of a payout otherwise to
be made in connection with an Award subject to this Section 7(f), but may not
exercise discretion to increase such amount, and the Committee may consider
other performance criteria in exercising such discretion. All determinations by
the


                                       -11-

<PAGE>

Committee as to the achievement of performance objectives shall be in writing.
The Committee may not delegate any responsibility with respect to an Award
subject to this Section 7(f).

         (g) Acceleration upon a Change of Control. Notwithstanding anything
             -------------------------------------
contained herein to the contrary, unless otherwise provided by the Committee in
an Award Agreement, all conditions and/or restrictions relating to the continued
performance of services and/or the achievement of performance objectives with
respect to the exercisability or full enjoyment of an Award shall immediately
lapse upon a Change in Control.

8. General Provisions.
   ------------------

         (a) Compliance With Laws and Obligations. The Company shall not be
             ------------------------------------
obligated to issue or deliver Stock in connection with any Award or take any
other action under the Plan in a transaction subject to the registration
requirements of the Securities Act of 1933, as amended, or any other federal or
state securities law, any requirement under any listing agreement between the
Company and any national securities exchange or automated quotation system, or
any other law, regulation, or contractual obligation of the Company, until the
Company is satisfied that such laws, regulations, and other obligations of the
Company have been complied with in full. Certificates representing shares of
Stock issued under the Plan will be subject to such stop-transfer orders and
other restrictions as may be applicable under such laws, regulations, and other
obligations of the Company, including any requirement that a legend or legends
be placed thereon.

         (b) Limitations on Transferability. Awards and other rights under the
             ------------------------------
Plan, including any Award or right which constitutes a derivative security as
generally defined in Rule 16a-1(c) under the Exchange Act, will not be
transferable by a Participant except by will or the laws of descent and
distribution (or to a designated Beneficiary in the event of the Participant's
death), and, if exercisable, shall be exercisable during the lifetime of a
Participant only by such Participant or his guardian or legal representative;
provided, however, that such Awards and other rights (other than ISOs and SARs
in tandem therewith) may be transferred to one or more Beneficiaries during the
lifetime of the Participant in connection with the Participant's estate
planning, and may be exercised by such transferees in accordance with the terms
of such Award, consistent with the registration of the offer and sale of Stock
on Form S-8 or Form S-3 or a successor registration form of the Securities and
Exchange Commission, and permitted by the Committee. Awards and other rights
under the Plan may not be pledged, mortgaged, hypothecated, or otherwise
encumbered, and shall not be subject to the claims of creditors.

         (c) No Right to Continued Employment. Neither the Plan nor any action
             --------------------------------
taken hereunder shall be construed as giving any employee the right to be
retained in the employ of the Company or any of its subsidiaries, nor shall it
interfere in any way with the right of the Company or any of its subsidiaries to
terminate any employee's employment at any time.

         (d) Taxes. The Company and any subsidiary is authorized to withhold
             -----
from any Award granted or to be settled, any delivery of Stock in connection
with an Award, any other payment relating to an Award, or any payroll or other
payment to a Participant amounts of withholding and other 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


                                       -12-

<PAGE>

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 tax obligations; in such case, the
shares withheld shall be deemed to have been delivered for purposes of Section
4(a).

         (e) Changes to the Plan and Awards. The Board may amend, alter,
             ------------------------------
suspend, discontinue, or terminate the Plan or the Committee's authority to
grant Awards under the Plan without the consent of stockholders or Participants,
except that any such action shall be subject to the approval of the Company's
stockholders at or before the next annual meeting of stockholders for which the
record date is after such Board action if such stockholder approval is required
by any federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such
changes to the Plan to stockholders for approval; provided, however, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under any Award theretofore granted to
him. The Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue, or terminate, any Award theretofore granted and any Award
Agreement relating thereto; provided, however, that, without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant under such Award.

         (f) No Rights to Awards; No Stockholder Rights. No Participant or
             ------------------------------------------
employee shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Participants and employees. No
Award shall confer on any Participant any of the rights of a stockholder of the
Company unless and until Stock is duly issued or transferred and delivered to
the Participant in accordance with the terms of the Award or, in the case of an
Option, the Option is duly exercised.

         (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 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, however, that the Committee may authorize the creation of trusts or
make other arrangements to meet the Company's obligations under the Plan to
deliver cash, Stock, other Awards, or other property pursuant to any Award,
which 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.

         (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 to adopt such
other compensatory arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.

         (i) No Fractional Shares. 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


                                       -13-

<PAGE>

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 Section 162(m) of the Code. It is the intent of the
             ------------------------------------------
Company that Options granted at or above Fair Market Value, SARs, and other
Awards designated as Awards subject to Section 7(f) shall constitute "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and regulations thereunder. Accordingly, if any provision of the Plan or any
Award Agreement relating to such an Award does not comply or is inconsistent
with the requirements of Section 162(m) of the Code or regulations thereunder,
such provision shall be construed or deemed amended 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 performance objectives.

         (k) Governing Law. The validity, construction, and effect of the Plan,
             -------------
any rules and regulations relating to the Plan, and any Award Agreement shall be
determined in accordance with the Delaware General Corporation Law, without
giving effect to principles of conflicts of laws, and applicable federal law.

         (l) Effective Date; Plan Termination. The Plan shall become effective
             --------------------------------
as of the date of its adoption by the Board and shall continue in effect until
terminated by the Board.

                                       -14-