EXHIBIT 10.2



                          IRON MOUNTAIN INCORPORATED(1)

                            1995 STOCK INCENTIVE PLAN


         1. PURPOSE

         The purpose of this 1995 Stock Incentive Plan (the "Plan") is to
encourage key employees, directors, and consultants of Iron Mountain
Incorporated (the "Company") and its Subsidiaries (as hereinafter defined) to
continue their association with the Company, by providing favorable
opportunities for them to participate in the ownership of the Company and in its
future growth through the granting of awards ("Awards") of stock, stock options,
and other rights to compensation in amounts determined by the value of the
Company's stock. The term "Subsidiary" as used in the Plan means a corporation
of which the Company owns, directly or indirectly through an unbroken chain of
ownership, fifty percent (50%) or more of the total combined voting power of all
classes of stock.


         2. ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Board of Directors of the Company
(the "Board") or, in the discretion of the Board, a committee or subcommittee of
the Board (the "Committee"), appointed by the Board and composed of at least two
(2) members of the Board. In the event that a vacancy on the Committee occurs on
account of the resignation of a member or the removal of a member by vote of the
Board, a successor member shall be appointed by vote of the Board. All
references in the Plan to the "Committee" shall be understood to refer to the
Committee or the Board, whoever shall administer the Plan.

         For so long as Section 16 of the Securities Exchange Act of 1934, as
amended from time to time (the "Exchange Act"), is applicable to the Company,
each member of the Committee shall be a "non-employee director" or the
equivalent within the meaning of Rule 16b-3 under the Exchange Act, and, for so
long as Section 162(m) of the Internal Revenue Code of 1986, as amended from
time to time (the "Code"), is applicable to the Company, an "outside director"
within the meaning of Section 162 of the Code and the regulations thereunder.
The Committee shall select those persons to receive Awards under the Plan
("Participants") and determine the terms and conditions of all Awards.


----------------------------
(1) As amended through May 29, 1997. 


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         The Committee shall select one of its members as Chairman and shall
hold meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The Committee shall have
the authority to adopt, amend, and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. All questions of
interpretation and application of such rules and regulations, of the Plan and of
options granted thereunder (the "Options"), and of Common Stock transferred
subject to restrictions under the Plan ("Restricted Stock"), and stock
appreciation rights granted under the Plan ("SARs") (collectively, "Other
Rights") shall be subject to the determination of the Committee, which shall be
final and binding.

         With respect to persons subject to Section 16 of the Exchange Act
("Insiders"), transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To
the extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed to be modified so as to be in compliance with such
Rule, or, if such modification is not possible, it shall be deemed to be null
and void, to the extent permitted by law and deemed advisable by the Committee.

         The Plan shall be administered in such a manner as to permit those
Options granted hereunder and specially designated under Section 5 to qualify as
incentive stock options as described in Section 422 of the Code.


         3. STOCK SUBJECT TO THE PLAN

         The total number of shares of stock which may be subject to Options and
Other Rights under the Plan shall be 1,400,000 of the Company's outstanding
Class A Common Stock, $0.01 par value per share, from either authorized but
unissued shares or treasury shares. For purposes of the limitation set forth in
the preceding sentence, options granted under the Iron Mountain Information
Services, Inc. Stock Option Plan and outstanding on the effective date of this
Plan shall be treated as Options. The number of shares stated in this Section 3
shall be subject to adjustment in accordance with the provisions of Section 11.
Shares of Restricted Stock that fail to vest, and shares of Common Stock subject
to an Option that is neither fully exercised prior to its expiration or other
termination nor terminated by reason of the exercise of an SAR related to the
Option, shall again become available for grant under the terms of the Plan.

         The total amount of the Common Stock with respect to which Options and
Other Rights may be granted to any single employee under the Plan shall not
exceed in the aggregate 250,000 shares.

         The Company intends that the Plan shall apply to "common stock"
proposed to be issued as a result of the Company's recapitalization in
connection with an offering of "common stock" proposed to be registered under
the Securities Act of 1933, as amended (the "Securities Act"), and intends that
the provisions of Section 11 of the Plan shall be construed so as to achieve
this result.


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         4. ELIGIBILITY

         The individuals who shall be eligible for grant of Options and Other
Rights under the Plan shall be key employees, directors and other individuals
who render services of special importance to the management, operation, or
development of the Company or a Subsidiary, and who have contributed or may be
expected to contribute materially to the success of the Company or a Subsidiary.
Incentive stock options ("ISOs") shall not be granted to any individual who is
not an employee of the Company or a Subsidiary. The term "Optionee," as used in
the Plan, refers to any individual to whom an Option or Other Right has been
granted.


         5. TERMS AND CONDITIONS OF OPTIONS

         Every Option shall be evidenced by a written Stock Option Agreement in
such form as the Committee shall approve from time to time, specifying the
number of shares of Common Stock that may be purchased pursuant to the Option,
the time or times at which the Option shall become exercisable in whole or in
part, whether the Option is intended to be an ISO or a non-qualified stock
option ("NSO"), and such other terms and conditions as the Committee shall
approve, and containing or incorporating by reference the following terms and
conditions:

                  (a) Duration. The duration of each Option shall be as
         specified by the Committee in its discretion; provided, however, that
         no ISO shall expire later than ten (10) years from its date of grant,
         and no ISO granted to an employee who owns (directly or under the
         attribution rules of Section 424(d) of the Code) stock possessing more
         than ten percent (10%) of the total combined voting power of all
         classes of stock of the Company or any Subsidiary shall expire later
         than five (5) years from its date of grant.

                  (b) Exercise Price. The exercise price of each Option shall be
         any lawful consideration, as specified by the Committee in its
         discretion; provided, however, that the price with respect to an ISO
         shall be at least one hundred percent (100%) of the fair market value
         of the shares on the date on which the Committee awards the Option,
         which shall be considered the date of grant of the Option for purposes
         of fixing the price; and provided further that the price with respect
         to an ISO granted to an employee who at the time of grant owns
         (directly or under the attribution rules of Section 424(d) of the Code)
         stock representing more than ten percent (10%) of the voting power of
         all classes of stock of the Company or of any Subsidiary shall be at
         least one hundred ten percent (110%) of the fair market value of the
         shares on the date of grant of the ISO. For purposes of the Plan,
         except as may be otherwise explicitly provided in the Plan or in any
         Stock Option Agreement, Restricted Stock Agreement, SAR Agreement or
         similar document, the "fair market value" of a share of Common Stock at
         any particular date shall be determined according to the following
         rules: (i) if the Common Stock is not at the time listed or admitted to
         trading on a stock exchange or the Nasdaq National Market, the fair
         market value shall be the closing price of the Common Stock on the date
         in question in the over-the-counter market, as such price is reported
         in a publication of general circulation selected by the Board and
         regularly reporting the price of the Common Stock in such market;
         provided, however, that if the price of the Common Stock is not so
         reported, the fair market value shall be determined in good faith by
         the Board, which may take into 


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         consideration (1) the price paid for the Common Stock in the most
         recent trade of a substantial number of shares known to the Board to
         have occurred at arm's length between willing and knowledgeable
         investors, or (2) an appraisal by an independent party, or (3) any
         other method of valuation undertaken in good faith by the Board, or
         some or all of the above as the Board shall in its discretion elect; or
         (ii) if the Common Stock is at the time listed or admitted to trading
         on any stock exchange or the Nasdaq National Market, then the fair
         market value shall be the mean between the lowest and highest reported
         sale prices (or the lowest reported bid price and the highest reported
         asked price) of the Common Stock on the date in question on the
         principal exchange on which the Common Stock is then listed or admitted
         to trading. If no reported sale of Common Stock takes place on the date
         in question on the principal exchange or the Nasdaq National Market, as
         the case may be, then the reported closing sale price (or the reported
         closing asked price) of the Common Stock on such date on the principal
         exchange or the Nasdaq National Market, as the case may be, shall be
         determinative of fair market value.

                  (c) Method of Exercise. To the extent that it has become
         exercisable under the terms of the Stock Option Agreement, an Option
         may be exercised from time to time by written notice to the Chief
         Financial Officer of the Company or his designee stating the number of
         shares with respect to which the Option is being exercised and
         accompanied by payment of the exercise price in cash or check payable
         to the Company, or, if the Stock Option Agreement so provides, other
         payment or deemed payment described in this subsection 5(c). Such
         notice shall be delivered in person or by facsimile transmission to the
         Chief Financial Officer of the Company or his designee or shall be sent
         by registered mail, return receipt requested, to the Chief Financial
         Officer of the Company or his designee, in which case delivery shall be
         deemed made on the date such notice is deposited in the mail.

                  Alternatively, payment of the exercise price may be made:

                           (1) In whole or in part, in shares of Common Stock
                  already owned by the Optionee or to be received upon exercise
                  of the Option, provided that such shares are fully vested and
                  free of all liens, claims, and encumbrances of any kind;
                  provided, further, that the Optionee may not make payment in
                  shares of Common Stock that he acquired upon the earlier
                  exercise of any ISO, unless he has held the shares until at
                  least two (2) years after the date the ISO was granted and at
                  least one (1) year after the date the ISO was exercised. If
                  payment is made in whole or in part in shares of Common Stock,
                  then the Optionee shall deliver to the Company certificates
                  registered in his name representing a number of shares of
                  Common Stock legally and beneficially owned by him, fully
                  vested and free of all liens, claims, and encumbrances of
                  every kind and having a fair market value on the date of
                  delivery that is not greater than the exercise price, such
                  certificates to be duly endorsed, or accompanied by stock
                  powers duly endorsed, by the record holder of the shares
                  represented by such certificates. If the exercise price
                  exceeds the fair market value of the shares for which
                  certificates are delivered, the Optionee shall also deliver
                  cash or a check payable to the order of the Company in an
                  amount equal to the amount of that excess, or, if the Stock
                  Option 


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                  Agreement so provides, his promissory note as described in the
                  next following paragraph of this subsection 5(c); or

                           (2) In whole or in part by delivery of the Optionee's
                  recourse promissory note, in a form specified by the Company,
                  secured by the Common Stock acquired upon exercise of the
                  Option and such other security as the Committee may require.

                  Alternatively, Options may be exercised by means of a
         "cashless exercise" procedure in which a broker: (i) transmits the
         option price to the Company in cash or acceptable cash equivalents,
         either (1) against the Optionee's notice of exercise and the Company's
         confirmation that it will deliver to the broker stock certificates
         issued in the name of the broker for at least that number of shares
         having a fair market value equal to the option price, or (2) as the
         proceeds of a margin loan to the Optionee; or (ii) agrees to pay the
         option price to the Company in cash or acceptable cash equivalents upon
         the broker's receipt from the Company of stock certificates issued in
         the name of the broker for at least that number of shares having a fair
         market value equal to the option price.

                  At the time specified in an Optionee's notice of exercise, the
         Company shall, without issue or transfer tax to the Optionee, deliver
         to him at the main office of the Company, or such other place as shall
         be mutually acceptable, a certificate for the shares as to which his
         Option is exercised. If the Optionee fails to pay for or to accept
         delivery of all or any part of the number of shares specified in his
         notice upon tender of delivery thereof, his right to exercise the
         Option with respect to those shares shall be terminated, unless the
         Company otherwise agrees.

                  (d) Reload Options. The Committee may, in its discretion,
         provide in the terms of any Stock Option Agreement that if the Optionee
         delivers shares of Common Stock already owned or to be received upon
         exercise of the Option in full or partial payment of the option price,
         or in full or partial payment of the tax withholding obligations
         incurred on account of the exercise of the Option, the Optionee shall,
         either automatically and immediately upon such exercise, or in the
         discretion of the Committee upon such exercise, be granted a new option
         (a "Reload Option") to purchase that number of shares of Common Stock
         delivered by the Optionee to the Company, on such terms and conditions
         as the Committee may determine under the terms of the Plan. The
         exercise price for shares subject to a Reload Option shall be not less
         than one hundred percent (100%) of the fair market value of the shares
         on the date of grant of the Reload Option, and the duration of a Reload
         Option shall be equal to the unexpired term of the exercised Option on
         the date of exercise.

                  (e) Notice of ISO Stock Disposition. The Optionee must notify
         the Company promptly in the event that he sells, transfers, exchanges
         or otherwise disposes of any shares of Common Stock issued upon
         exercise of an ISO, before the later of (i) the second anniversary of
         the date of grant of the ISO, and (ii) the first anniversary of the
         date the shares were issued upon his exercise of the ISO.


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                  (f) Effect of Cessation of Employment. The Committee shall
         determine in its discretion and specify in each Stock Option Agreement
         the effect, if any, of the termination of the Optionee's employment
         upon the exercisability of the Option.

                  (g) No Rights as Stockholder. An Optionee shall have no rights
         as a stockholder with respect to any shares covered by an Option until
         the date of issuance of a certificate to him for the shares. No
         adjustment shall be made for dividends or other rights for which the
         record date is earlier than the date the certificate is issued, other
         than as required or permitted pursuant to Section 11.

                  (h) Substituted Option. With the consent of the Optionee, the
         Committee shall have the authority at any time and from time to time to
         terminate any outstanding Option and grant in substitution for it a new
         Option covering the same number or a different number of shares,
         provided that the option price under the new Option shall be no less
         than the fair market value of the Common Stock on the date of grant of
         the new Option.

         6. STOCK APPRECIATION RIGHTS

         The Committee may grant SARs in respect of such number of shares of
Common Stock subject to the Plan as it shall determine, in its discretion, and
may grant SARs either separately or in connection with Options, as described in
the following sentence. An SAR granted in connection with an Option may be
exercised only to the extent of the surrender of the related Option, and to the
extent of the exercise of the related Option the SAR shall terminate. Shares of
Common Stock covered by an Option that terminates upon the exercise of a related
SAR shall cease to be available under the Plan. The terms and conditions of an
SAR related to an Option shall be contained in the Stock Option Agreement, and
the terms of an SAR not related to any Option shall be contained in an SAR
Agreement.

         Upon exercise of an SAR, the Optionee shall be entitled to receive from
the Company an amount equal to the excess of the fair market value, on the
exercise date, of the number of shares of Common Stock as to which the SAR is
exercised, over the exercise price for those shares under a related Option, or
if there is no related Option, over the base value stated in the SAR Agreement.
The amount payable by the Company upon exercise of an SAR shall be paid in the
form of cash or other property (including Common Stock of the Company), as
provided in the Stock Option Agreement or SAR Agreement governing the SAR.

         All grants of SARs to Insiders shall be capable of being settled only
for cash and may not be granted in connection with an Option. If an SAR is
awarded to a person who is not an Insider at the time of award but subsequently
becomes an Insider, it shall be deemed to be amended to provide that it may be
settled only in cash while such person is an Insider.


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         7. RESTRICTED STOCK

         The Committee may grant or award shares of Restricted Stock in respect
of such number of shares of Common Stock, and subject to such terms or
conditions, as it shall determine and specify in a Restricted Stock Agreement.

         A holder of Restricted Stock shall have all of the rights of a
stockholder of the Company, including the right to vote the shares and the right
to receive any cash dividends, unless the Committee shall otherwise determine.
Certificates representing Restricted Stock shall be imprinted with a legend to
the effect that the shares represented may not be sold, exchanged, transferred,
pledged, hypothecated or otherwise disposed of except in accordance with the
terms of the Restricted Stock Agreement, and, if the Committee so determines,
the Optionee may be required to deposit the certificates with an escrow agent
designated by the Committee, together with a stock power or other instrument of
transfer appropriately endorsed in blank.


         8. SPECIAL BONUS GRANTS AND LOANS

         In its discretion, the Committee may grant in connection with any NSO
or grant of Restricted Stock a special cash bonus in an amount not to exceed the
lesser of (i) the combined federal, state and local income tax liability
incurred by the Optionee as a consequence of his acquisition of stock pursuant
to the exercise of the NSO or the grant or vesting of the Restricted Stock, and
the related special bonus, or (ii) thirty percent (30%) of the imputed income
realized by the Optionee on account of such exercise or vesting and the related
special bonus. The Committee may, in its discretion, estimate the amount of the
tax liability described in clause (i) of the immediately preceding sentence,
using formulae or methods uniformly applied to Optionees in similar
circumstances, without regard to the particular circumstances of an individual
Optionee. A special bonus shall be payable solely to federal, state, and local
taxing authorities for the benefit of the Optionee at such time or times as
withholding payments of income tax may be required. A special bonus may be
granted simultaneously with a related NSO or Restricted Stock grant or
separately with respect to an outstanding NSO or Restricted Stock granted at an
earlier date. In the event that an NSO with respect to which a special bonus has
been granted becomes exercisable by the personal representative of the estate of
the Optionee, or that Restricted Stock with respect to which a special bonus has
been granted shall vest after the death of an Optionee, the bonus shall be
payable to or for the benefit of the estate in the same manner and to the same
extent as it would have been payable for the benefit of the Optionee had he
survived to the date of exercise or vesting.

         In the Committee's discretion, a Stock Option Agreement or Restricted
Stock Agreement may provide that to the extent that an Optionee does not receive
a special bonus of the maximum amount permissible under this Section 8, the
Company shall lend the Optionee an amount no greater than the excess of such
maximum over the special bonus (if any) paid to the Optionee, for such term and
at such rate of interest (or no interest) and on such further terms and
conditions as the Committee determines.


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         9. OPTIONS AND OTHER RIGHTS VOIDABLE

         If an individual to whom a grant has been made fails to execute and
deliver to the Committee a Stock Option Agreement, SAR Agreement or Restricted
Stock Agreement within thirty (30) days after it is submitted to him, the Option
or Other Rights granted under the agreement shall be voidable by the Company at
its election, without further notice to the Optionee.


         10. REQUIREMENTS OF LAW

         The Company shall not be required to transfer any Restricted Stock or
to sell or issue any shares upon the exercise of any Option or SAR if the
issuance of such shares will result in a violation by the Optionee or the
Company of any provisions of any law, statute or regulation of any governmental
authority. Specifically, in connection with the Securities Act, upon the
transfer of Restricted Stock or the exercise of any Option or SAR the Company
shall not be required to issue shares unless the Board has received evidence
satisfactory to it to the effect that the holder of the Option or Other Right
will not transfer such shares except pursuant to a registration statement in
effect under the Securities Act or unless an opinion of counsel satisfactory to
the Company has been received by the Company to the effect that such
registration is not required. Any determination in this connection by the Board
shall be conclusive. The Company shall not be obligated to take any other
affirmative action in order to cause the transfer of Restricted Stock or the
exercise of an Option or SAR to comply with any law or regulations of any
governmental authority, including, without limitation, the Securities Act or
applicable state securities laws.


         11. CHANGES IN CAPITAL STRUCTURE

         In the event that the outstanding shares of Common Stock are hereafter
changed for a different number or kind of shares or other securities of the
Company, by reason of a reorganization, recapitalization, exchange of shares,
stock split, combination of shares or dividend payable in shares or other
securities, a corresponding adjustment shall be made by the Committee in the
number and kind of shares or other securities covered by outstanding Options and
Other Rights, and for which Options or Other Rights may be granted under the
Plan. Any such adjustment in outstanding Options or Other Rights shall be made
without change in the total price applicable to the unexercised portion of the
Option, but the price per share specified in each Stock Option Agreement or
agreement as to Other Rights shall be correspondingly adjusted; provided,
however, that no adjustment shall be made with respect to an ISO that would
constitute a modification as defined in Section 424 of the Code. Any such
adjustment made by the Committee shall be conclusive and binding upon all
affected persons, including the Company and all Optionees.

         If while unexercised Options or SARs remain outstanding under the Plan
the Company merges or consolidates with a wholly-owned subsidiary for the
purpose of reincorporating itself under the laws of another jurisdiction, the
Optionees will be entitled to acquire shares of Common Stock of the
reincorporated Company upon the same terms and conditions as were in 


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effect immediately prior to such reincorporation (unless such reincorporation
involves a change in the number of shares or the capitalization of the Company,
in which case proportional adjustments shall be made as provided above) and the
Plan, unless otherwise rescinded by the Board, will remain the Plan of the
reincorporated Company.

         Except as otherwise provided in the preceding paragraph, if while
unexercised Options or SARs remain outstanding under the Plan the Company merges
or consolidates with one or more corporations (whether or not the Company is the
surviving corporation), or is liquidated or sells or otherwise disposes of
substantially all of its assets to another entity, or upon a Change of Control
(as defined herein), then, except as otherwise specifically provided to the
contrary in an Optionee's Stock Option Agreement, SAR Agreement or Restricted
Stock Agreement, the Committee, in its discretion, shall amend the terms of all
outstanding Options and SARs so that either:

                  (i) after the effective date of such merger, consolidation,
         sale or Change of Control, as the case may be, each Optionee shall be
         entitled, upon exercise of an Option or SAR, to receive in lieu of
         shares of Common Stock the number and class of shares of such stock or
         other securities to which he would have been entitled pursuant to the
         terms of the merger, consolidation, sale or Change of Control if he had
         been the holder of record of the number of shares of Common Stock as to
         which the Option or SAR is being exercised, or shall be entitled to
         receive from the successor entity a new stock option or stock
         appreciation right of comparable value; or

                  (ii) all outstanding Options and SARs shall be cancelled as of
         the effective date of any such merger, consolidation, liquidation, sale
         or Change of Control, provided that each Optionee shall have the right
         to exercise his Option or SAR according to its terms during the period
         of twenty (20) days ending on the day preceding the effective date of
         such merger, consolidation, liquidation, sale or Change of Control; and
         in addition to the foregoing, the Committee may in its discretion amend
         the terms of an Option or SAR by cancelling some or all of the
         restrictions on its exercise, to permit its exercise pursuant to this
         paragraph (ii) to a greater extent than that permitted on its existing
         terms; or

                  (iii) all outstanding Options and SARs shall be cancelled as
         of the effective date of any such merger, consolidation, liquidation,
         sale or Change of Control in exchange for consideration in cash or in
         kind, which consideration in both cases shall be equal in value to the
         value of those shares of stock or other securities the Optionee would
         have received had the Option been exercised (to the extent then
         exercisable) and no disposition of the shares acquired upon such
         exercise had been made prior to such merger, consolidation,
         liquidation, sale or Change in Control, less the option price therefor.
         Upon receipt of such consideration by the Optionee, his or her Option
         shall immediately terminate and be of no further force and effect. The
         value of the stock or other securities the Optionee would have received
         if the Option had been exercised shall be determined in good faith by
         the Committee, and in the case of shares of the Common Stock of the
         Company, in accordance with the provisions of Section 5(b).


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         A "Change of Control" of the Company shall be deemed to have occurred
if any person (as such term is used in Section 13(d) and 14(d)(2) of the
Exchange Act) other than a trust related to an employee benefit plan maintained
by the Company becomes the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of fifty percent (50%) or more of the Company's
outstanding Common Stock, and within the period of twenty-four (24) consecutive
months immediately thereafter, individuals other than (a) individuals who at the
beginning of such period constitute the entire Board of Directors or (b)
individuals whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period, become a
majority of the Board of Directors.

         Notwithstanding any provision of this Section 11 to the contrary, if
while unexercised Options or SARs remain outstanding under the Plan the Company
or a wholly owned subsidiary of the Company merges or consolidates with one or
more corporations (whether or not the Company is the surviving corporation) in
any transaction or series of related transactions and there is a Limited Change
of Control (as defined herein), then the terms of all outstanding Options and
SARs shall be amended so that any vesting restrictions on the exercise of the
Option or SAR shall be cancelled as of the effective date of the merger or
consolidation and, if the Company is not the surviving corporation, after the
effective date of such merger or consolidation each Optionee shall be entitled,
upon exercise of an Option or SAR, to receive in lieu of shares of Common Stock
the number and class of shares of such stock or other securities and such other
consideration to which he would have been entitled as a result of the terms of
the merger or consolidation if he had been the holder of record of the number of
shares of Common Stock as to which the Option or SAR is being exercised. A
"Limited Change of Control" shall be deemed to have occurred if (i) following
the merger or consolidation individuals serving as members of the Board
immediately prior to the merger or consolidation no longer constitute a majority
of the individuals serving as members of the Board (or the board of directors of
the surviving corporation) and (ii) the voting securities of the Company
outstanding immediately prior to the merger or consolidation fail to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the voting power of the securities of the
Company or the surviving entity outstanding immediately after the merger or
consolidation.

         Except as expressly provided to the contrary in this Section 11, the
issuance by the Company of shares of stock of any class for cash or property or
for services, either upon direct sale or upon the exercise of rights or
warrants, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect the number, class or
price of shares of Common Stock then subject to outstanding Options or SARs.


         12. FORFEITURE FOR DISHONESTY

         Notwithstanding anything to the contrary in the Plan, if the Board
determines, after full consideration of the facts presented on behalf of both
the Company and an Optionee, that the Optionee has been engaged in fraud,
embezzlement, theft, commission of a felony or proven dishonesty in the course
of his employment by the Company or a Subsidiary, which damaged the Company or
Subsidiary, or has disclosed trade secrets or other proprietary information of
the 


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Company or a Subsidiary, (a) the Optionee shall forfeit all unexercised Options
and all exercised Options under which the Company has not yet delivered the
certificates, and (b) the Company shall have the right to repurchase all or any
part of the shares of Common Stock acquired by the Optionee upon the earlier
exercise of any Option, at a price equal to the amount paid to the Company upon
such exercise, increased by an amount equal to the interest that would have
accrued in the period between the date of exercise of the Option and the date of
such repurchase upon a debt in the amount of the exercise price, at the prime
rate(s) announced from time to time during such period in the Federal Reserve
Statistical Release Selected Interest Rates. The decision of the Board as to the
cause of an Optionee's discharge and the damage done to the Company or a
Subsidiary shall be final, binding, and conclusive. No decision of the Board,
however, shall affect in any manner the finality of the discharge of an Optionee
by the Company or a Subsidiary.


         13. MISCELLANEOUS

         (a) Nonassignability of Other Rights. No Other Rights shall be
assignable or transferable by the Optionee except by will or the laws of descent
and distribution. During the life of the Optionee, Other Rights shall be
exercisable only by the Optionee.

         (b) No Guarantee of Employment. Neither the Plan nor any Stock Option
Agreement, SAR Agreement or Restricted Stock Agreement shall give an employee
the right to continue in the employment of the Company or a Subsidiary, or give
the Company or a Subsidiary the right to require an employee to continue in
employment.

         (c) Tax Withholding. To the extent required by law, the Company shall
withhold or cause to be withheld income and other taxes with respect to any
income recognized by an Optionee by reason of the exercise or vesting of an
Option or Other Right, or a cash bonus paid in connection with such exercise or
vesting, and as a condition to the receipt of any Option or Other Right or
related cash bonus the Optionee shall agree that if the amount payable to him by
the Company and any Subsidiary in the ordinary course is insufficient to pay
such taxes, then he shall upon the request of the Company pay to the Company an
amount sufficient to satisfy its tax withholding obligations.

         Without limiting the foregoing, the Committee may in its discretion
permit any Optionee's withholding obligation to be paid in whole or in part in
the form of shares of Common Stock, by withholding from the shares to be issued
or by accepting delivery from the Optionee of shares already owned by him. The
fair market value of the shares for such purposes shall be determined as set
forth in Section 5(b). An Optionee may not make any such payment in the form of
shares of Common Stock acquired upon the exercise of an ISO until the shares
have been held by him for at least two (2) years after the date the ISO was
granted and at least one (1) year after the date the ISO was exercised. If
payment of withholding taxes is made in whole or in part in shares of Common
Stock, the Optionee shall deliver to the Company certificates registered in his
name representing shares of Common Stock legally and beneficially owned by him,
fully vested and free of all liens, claims, and encumbrances of every kind, duly
endorsed or accompanied by stock powers duly endorsed by the record holder of
the shares represented by such certificates. If the Optionee is subject to
Section 16(a) of the Exchange Act, his ability to 


<PAGE>
                                      -12-


pay his withholding obligation in the form of shares of Common Stock shall be
subject to such additional restrictions as may be necessary to avoid any
transaction that might give rise to liability under Section 16(b) of the
Exchange Act.

         (d) Use of Proceeds. The proceeds from the sale of shares pursuant to
Options or Other Rights shall constitute general funds of the Company.


         14. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN

         The Plan shall be effective as of November 30, 1995, subject to
ratification by (a) the holders of a majority of the outstanding shares of
capital stock present, or represented, and entitled to vote thereon (voting as a
single class) at a duly held meeting of the shareholders of the Company, or (b)
by the written consent of the holders of a majority (or such greater degree as
may be prescribed under the Company's charter, by-laws, and applicable state
law) of the capital stock of the issuer entitled to vote thereon (voting as a
single class) within twelve (12) months after such date. Options that are
conditioned upon such ratification of the Plan by the shareholders may be
granted prior to such ratification. The Committee may grant Options and Other
Rights under the Plan from time to time until the close of business on November
26, 2005. The Board may at any time amend the Plan, provided, however, that
without approval of the Company's stockholders there shall be no: (i) increase
in the total number of shares covered by the Plan, except by operation of the
provisions of Section 11, or the aggregate number of shares of Common Stock
which may be issued to any single employee; (ii) change in the class of
individuals eligible to receive Options or Other Rights; (iii) reduction in the
exercise price of any ISO; (iv) extension of the latest date upon which any ISO
may be exercised; (v) material increase of the obligations of the Company or
rights of any Optionee under the Plan or any Option or Other Rights granted
pursuant to the Plan; or (vi) other change in the Plan that requires stockholder
approval under applicable law. No amendment shall adversely affect outstanding
Options or Other Rights without the consent of the Optionee. The Plan may be
terminated at any time by action of the Board, but any such termination will not
terminate Options and Other Rights then outstanding, without the consent of the
Optionee.