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                                                                     EXHIBIT 4.1

                            SEROLOGICALS CORPORATION
                              STOCK INCENTIVE PLAN

SECTION 1. PURPOSE OF THE PLAN

         The purpose of the Serologicals Corporation Stock Incentive Plan (the
"Plan") is to further the interests of Serologicals Corporation (the "Company")
and its stockholders by providing long-term performance incentives to those key
employees, nonemployee directors, contractors and consultants of the Company and
its Subsidiaries who are largely responsible for the management, growth and
protection of the business of the Company and its Subsidiaries.

SECTION 2. DEFINITIONS

         For purposes of the Plan, the following terms shall be defined as set
forth below:

                  (a) "Award" means any Option, SAR, Restricted Stock, Dividend
         Right, Deferred Stock Unit and other Stock-Based Awards, or other cash
         payments granted to a Participant under the Plan.

                  (b) "Award Agreement" shall mean the written agreement,
         instrument or document evidencing an Award.

                  (c) "Cause" shall have the meaning given such term in the
         Award Agreement, or if not defined in the Participant's Award
         Agreement, as defined in the employment agreement between the
         Participant and the Company or any Subsidiary, or if there is no
         employment agreement, "Cause" shall mean: (i) an act of dishonesty
         causing harm to the Company or any Subsidiary; (ii) the knowing
         disclosure of confidential information relating to the Company's or any
         Subsidiary's business; (iii) habitual drunkenness or narcotic drug
         addiction; (iv) conviction of, or a plea of nolo contendere with
         respect to, a felony; (v) the willful refusal to perform, or the gross
         neglect of, the duties assigned to the Participant; (vi) the
         Participant's willful breach of any law that, directly or indirectly,
         affects the Company or any Subsidiary; (vii) the Participant's material
         breach of his or her duties following a Change in Control that do not
         differ in any material respect from the Participant's duties and
         responsibilities during the 90-day period immediately prior to such
         Change in Control (other than as a result of incapacity due to physical
         or mental illness), which is demonstrably willful and deliberate on the
         Participant's part, which is committed in bad faith or without
         reasonable belief that such breach is in the best interests of the
         Company and which is not remedied in a reasonable period after receipt
         of written notice from the Company or any Subsidiary specifying such
         breach. If "Cause" is defined in both an employment agreement and an
         Award Agreement, the meaning thereof in the Award Agreement shall
         control, unless the Committee otherwise determines at the time the
         Award is granted.

                  (d) "Change of Control" means and includes each of the
         following: (i) the acquisition, in one or more transactions, of
         beneficial ownership (within the meaning of Rule 13d-3 under the
         Exchange Act) by any person or entity or any group of persons or
         entities who constitute a group (within the meaning of Section 13(d)(3)
         of the Exchange Act), other than (x) a trustee or other fiduciary
         holding securities under an employee benefit plan of the Company or a
         Subsidiary, or (y) a person who acquires such securities directly from
         the Company in a privately-negotiated transaction, of any securities of
         the Company such that, as a result of such acquisition, such person,
         entity or group either (A) beneficially owns (within the meaning of
         Rule l3d-3 under the Exchange Act), directly or


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         indirectly, more than 35% of the Company's outstanding voting
         securities entitled to vote on a regular basis for a majority of the
         members of the Board of Directors of the Company or (B) otherwise has
         the ability to elect, directly or indirectly, a majority of the members
         of the Board; (ii) a change in the composition of the Board of
         Directors of the Company such that a majority of the members of the
         Board of Directors of the Company are not Continuing Directors; (iii)
         the stockholders of the Company approve a merger or consolidation of
         the Company with any other corporation, other than a merger or
         consolidation which would result in the voting securities of the
         Company outstanding immediately prior thereto continuing to represent
         (either by remaining outstanding or by being converted into voting
         securities of the surviving entity) more than 50% of the total voting
         power represented by the voting securities of the Company or such
         surviving entity outstanding immediately after such merger or
         consolidation; or (iv) the stockholders of the Company approve a plan
         of complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of (in one or more transactions) all or
         substantially all of the Company's assets.

                  Notwithstanding the foregoing, the preceding events shall not
         be deemed to be a Change of Control if, prior to any transaction or
         transactions causing such change, a majority of the Continuing
         Directors shall have voted not to treat such transaction or
         transactions as resulting in a Change of Control.

                  (e) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  (f) A "Continuing Director" means, as of any date of
         determination, any member of the Board of Directors of the Company who
         (i) was a member of such Board on the date which is twenty-four months
         prior to the date of determination or (ii) was nominated for election
         or elected to such Board with the affirmative vote of a majority of the
         Continuing Directors who were members of such Board at the time of such
         nomination or election.

                  (g) "Deferred Stock Unit" means an Award that shall be valued
         in reference to the market value of a share of Stock (plus any
         distributions on such Stock that shall be deemed to be re-invested when
         made) and may be payable in cash or Stock at a specified date as
         elected by a Participant.

                  (h) "Dividend Rights" means the right to receive in cash or
         shares of Stock, or have credited to an account maintained under the
         Plan for later payment in cash or shares of Stock, an amount equal to
         the dividends paid with respect to a specified number of shares of
         Stock (other than a Stock dividend that results in adjustments pursuant
         to Section 8(a)).

                  (i) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended from time to time.

                  (j) "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 in good faith and in
         accordance with applicable law. Unless otherwise determined by the
         Committee, the Fair Market Value of Stock shall mean the mean of the
         high and low sales prices of Stock on the relevant date as reported on
         the stock exchange or market on which the Stock is primarily traded, or
         if no sale is made on such date, then the Fair Market Value is the
         average, weighted inversely by the number of days from the relevant
         date, of the mean of the high and low sales prices of the Stock on the
         next preceding day and the next succeeding day on which such sales were
         made, as reported on the stock exchange or market on which the Stock is
         primarily traded.

                  (k) "ISO" means any Option designated as an incentive stock
         option within the meaning of Section 422 of the Code.


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                  (l) "Option" means a right granted to a Participant pursuant
         to Section 6(b) or (c) to purchase Stock at a specified price during
         specified time periods. An Option granted to a Participant pursuant to
         Section 6(b) may be either an ISO, or a nonstatutory Option (an Option
         not designated as an ISO).

                  (m) "Performance Goal" means a goal, expressed in terms of
         cash generation targets, profits or revenue targets on an absolute or
         per share basis (including, but not limited to, EBIT, EBITDA, operating
         income, EPS), market share targets, profitability targets as measured
         through return ratios, stockholder returns, or any other financial or
         other measurement deemed appropriate by the Committee, as it relates to
         the results of operations or other measurable progress of either the
         Company as a whole or the Participant's Subsidiary, division, or
         department.

                  (n) "Performance Cycle" means the period selected by the
         Committee during which the performance of the Company or any
         Subsidiary, or any department thereof, or any individual is measured
         for the purpose of determining the extent to which a Performance Goal
         has been achieved.

                  (o) "Prior Plans" means the Serologicals Corporation Second
         Amended and Restated 1994 Omnibus Incentive Plan, As Amended, and the
         Serologicals Corporation Amended and Restated 1995 Non-Employee
         Directors' Stock Option Plan, As Amended.

                  (p) "Restricted Stock" means Stock awarded to a Participant
         pursuant to Section 6(e) that may be subject to certain restrictions
         and to a risk of forfeiture.

                  (q) "SAR" or "Stock Appreciation Right" means the right
         granted to a Participant pursuant to Section 6(f) to be paid an amount
         measured by the appreciation in the Fair Market Value of Stock from the
         date of grant to the date of exercise of the right, with payment to be
         made in cash, Stock or as specified in the Award, as determined by the
         Committee.

                  (r) "Stock" means the common stock, $0.01 par value, of the
         Company.

                  (s) "Stock-Based Award" means a right that may be denominated
         or payable in, or valued in whole or in part by reference to, the
         market value of Stock, including but not limited to any Option, SAR,
         Restricted Stock or Stock granted as a bonus or Awards in lieu of cash
         obligations.

                  (t) "Subsidiary" shall mean any corporation, partnership,
         joint venture or other business entity of which 50% or more of the
         outstanding voting power is beneficially owned, directly or indirectly,
         by the Company.

SECTION 3. ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the "Committee"). Any action of the Committee
in administering the Plan shall be final, conclusive and binding on all persons,
including the Company, its Subsidiaries, their employees, Participants,
consultants, contractors, persons claiming rights from or through Participants
and stockholders of the Company.

         Subject to the provisions of the Plan, the Committee shall have full
and final authority in its discretion (a) to select the key employees,
nonemployee directors, contractors and consultants who will receive Awards
pursuant to the Plan ("Participants"), (b) to determine the type or types of
Awards to be granted to each Participant, (c) to determine 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, restrictions as to
transferability or forfeiture, exercisability or settlement of an Award and
waivers or accelerations thereof,


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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; (d) 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; (e) to
determine whether, and to certify that, Performance Goals to which the
settlement of an Award is subject are satisfied; (f) to correct any defect or
supply any omission or reconcile any inconsistency in the Plan, and to adopt,
amend and rescind such rules and regulations as, in its opinion, may be
advisable in the administration of the Plan; and (g) to make all other
determinations as it may deem necessary or advisable for the administration of
the Plan. The Committee may delegate to executive officers of the Company the
authority, subject to such terms as the Committee shall determine, to exercise
such authority and perform such functions, including, without limitation, the
selection of Participants and the grant of Awards, as the Committee may
determine, to the extent permitted under Rule 16b-3 under the Exchange Act,
Section 162(m) of the Code and applicable law; provided, however, that the
Committee may not delegate the authority to grant Awards, perform such functions
or make any determination affecting or relating to the executive officers of the
Company.

SECTION 4. PARTICIPATION IN THE PLAN

         Participants in the Plan shall be key employees, nonemployee directors,
contractors and consultants of the Company and its Subsidiaries; provided,
however, that only persons who are key employees of the Company or any
subsidiary corporation (within the meaning of Section 424(f) of the Code) may be
granted Options which are intended to qualify as ISOs.

SECTION 5. PLAN LIMITATIONS; SHARES SUBJECT TO THE PLAN

                  (a) Subject to the provisions of Section 8(a) hereof, the
         aggregate number of shares of Stock available for issuance as Awards
         under the Plan shall not exceed 1,500,000 shares increased for
         remaining available shares under Prior Plans, plus any shares of Stock
         that are represented by awards outstanding on the effective date of the
         Plan and that are subsequently forfeited, canceled or expire
         unexercised under the Prior Plans.

                  No Award may be granted if the number of shares to which such
         Award relates, when added to the number of shares previously issued
         under the Plan and the number of shares which may then be acquired
         pursuant to other outstanding, unexercised Awards, exceeds the number
         of shares available for issuance pursuant to the Plan. If any shares
         subject to an Award are forfeited or such Award is settled in cash or
         otherwise terminates or is settled for any reason whatsoever without an
         actual distribution of shares to the Participant, any shares counted
         against the number of shares available for issuance pursuant to the
         Plan with respect to such Award shall, to the extent of any such
         forfeiture, settlement, or termination, again be available for Awards
         under the Plan; provided, however, that the Committee may adopt
         procedures for the counting of shares relating to any Award to ensure
         appropriate counting, avoid double counting, and provide for
         adjustments in any case in which the number of shares actually
         distributed differs from the number of shares previously counted in
         connection with such Award. If a Participant tenders shares (either
         actually, by attestation or otherwise) to pay all or any part of the
         exercise price on any Option or if any shares payable with respect to
         any Award are retained by the Company in satisfaction of the
         Participant's obligation for taxes, the number of shares tender or
         retained shall again be available for Awards under the Plan. Shares
         issued under the Plan through the settlement, assumption or
         substitution of outstanding awards to grant future awards as a
         commitment of the Company or any Subsidiary in connection with the
         acquisition of another entity shall not reduce the maximum number of
         shares available for delivery under the Plan.


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                  (b) Subject to the provisions of Section 8(a) hereof, the
         following additional maximums are imposed under the Plan. The maximum
         number of shares of Stock (i) that may be issued in connection with
         ISOs shall not exceed 1,500,000 shares and (ii) that may be delivered
         pursuant to or in settlement of Awards other than Options or SARs shall
         not exceed 400,000 shares. Subject to the provisions of Section 8(a)
         hereof, the maximum amount which may be granted as Awards to any
         Participant shall not exceed (i) in the case of Stock-Based Awards,
         1,000,000 shares of Stock (whether payable in cash or Stock), over any
         consecutive two calendar year period, (ii) in the case of Awards made
         in cash or cash payments, at a rate which exceeds $1,000,000 in respect
         of each full year in the Performance Cycle and (iii) in the case of
         Dividend Rights, Dividend Rights with respect to more than 1,000,000
         shares of Stock.

SECTION 6. AWARDS

                  (a) General. Awards may be granted on the terms and conditions
         set forth in this Section 6. In addition, the Committee may impose on
         any Award or the exercise thereof, at the date of grant or thereafter
         (subject to Section 9(a)), 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 the termination of employment or other relationship with the Company
         or any Subsidiary by the Participant; provided, however, that the
         Committee shall retain full power to accelerate or waive any such
         additional term or condition as it may have previously imposed. All
         Awards shall be evidenced by an Award Agreement.

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

                  (i) The exercise price of each Option shall be determined by
         the Committee at the time the Option is granted, but (except as
         provided in Section 7(a)) the exercise price of any Option shall not be
         less than the Fair Market Value of the shares covered thereby at the
         time the Option is granted.

                  (ii) The Committee shall determine the time or times at which
         an Option may be exercised in whole or in part, whether the exercise
         price for an Option shall be paid in cash, by the surrender at Fair
         Market Value of Stock, by any combination of cash and shares of Stock,
         including, without limitation, cash, Stock, other Awards, or other
         property (including notes or other contractual obligations of
         Participants to make payment on a deferred basis), the means or methods
         of payment, including by "attestation" and through "cashless exercise"
         arrangements, to the extent permitted by applicable law, and the
         methods by which, or the time or times at which, Stock will be
         delivered or deemed to be delivered to Participants upon the exercise
         of such Option.

                  (iii) The terms of any Option granted under the Plan as an ISO
         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.

                  (iv) The Committee may not reset or reduce the exercise price
         of any Option below the Fair Market Value of the Stock at the time such
         Option was granted, or modify, amend, exchange or replace any Option
         such that the effect is to reset or reduce the exercise price, without
         prior approval by holders of a majority of the votes cast.

         (c) Director Options.


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                  (i) The Committee shall grant to each non-employee director
         annually an Option (a "Director Option") to purchase 10,000 shares of
         Stock (15,000 shares in the case of the non-executive Chairman of the
         Board), such grant to be made on May 15 each year; provided, that the
         first grant of an Option to a particular non-employee director who was
         elected as a director prior to May 16, 2000, shall be made on the day
         after the lump-sum option granted to such director upon becoming a
         director under the Serologicals Corporation Amended and Restated 1995
         Non-Employee Directors' Stock Option Plan, As Amended, has vested,
         pro-rated to the next succeeding May 15. Director Option grants shall
         also be pro-rated for any director or non-executive Chairman of the
         Board who commences serving as such on a day other than May 15 from the
         date of commencement of such service. Any non-employee director
         entitled to a Director Option may decline such Director Option.

                  (ii) Director Options shall vest over the first year after the
         date of the grant of the Director Options at the rate of 25 percent for
         each completed three-month period after the date of the grant of the
         Director Option.

                  (iii) The exercise price of each Director Option shall be the
         Fair Market Value of the shares covered thereby at the time the
         Director Option is granted. Each Director Option, to the extent vested,
         may be exercised in whole or in part, the exercise price may be paid in
         cash or by the surrender at Fair Market Value of Stock (either
         actually, by attestation or otherwise), or by any combination of cash
         and shares of Stock, and shall be subject to such other terms and
         provisions as the Committee shall determine.

                  (d) Deferred Stock Units. The Committee is authorized to award
         Deferred Stock Units to Participants in lieu of payment of a bonus or a
         Stock-Based Award or cash payment granted under the Plan if so elected
         by a Participant under such terms and conditions as the Committee shall
         determine. Settlement of any Deferred Stock Units shall be made in cash
         or shares of Stock.

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

                  (i) Restricted Stock awarded to a Participant shall be subject
         to a "substantial risk of forfeiture" within the meaning of Section 83
         of the Code, and such restrictions on transferability and other
         restrictions and Performance Goals for such periods as the Committee
         may establish. Additionally, the Committee shall establish at the time
         of such Award, which restrictions may lapse separately or in
         combination at such times, under such circumstances, or otherwise, as
         the Committee may determine.

                  (ii) Restricted Stock shall be forfeitable to the Company upon
         termination of employment during the applicable restricted periods. The
         Committee, in its discretion, whether in an Award Agreement or anytime
         after an Award is made, may accelerate the time at which restrictions
         or forfeiture conditions will lapse, or may remove any Performance Goal
         requirement upon the death, disability, retirement or otherwise of a
         Participant, whenever the Committee determines that such action is in
         the best interests of the Company.

                  (iii) 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 may bear an appropriate legend referring
         to the terms, conditions and restrictions applicable to such Restricted
         Stock.

                  (iv) Subject to the terms and conditions of the Award
         Agreement, the Participant shall have all the rights of a stockholder
         with respect to shares of Restricted Stock awarded to him or her,
         including, without limitation, the right to vote such shares and the
         right to receive all dividends or other


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         distributions made with respect to such shares. If any such dividends
         or distributions are paid in Stock, the Stock shall be subject to
         restrictions and a risk of forfeiture to the same extent as the
         Restricted Stock with respect to which the Stock has been distributed.

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

                  (i) 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
         over (B) the grant price of the SAR as determined by the Committee as
         of the date of grant of the SAR, which grant price (except as provided
         in Section 7(a)) shall not be less than the Fair Market Value of one
         share of Stock on the date of grant.

                  (ii) 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.

                  (g) Cash Payments. The Committee is authorized, subject to
         limitations under applicable law, to grant to Participants cash
         payments, whether awarded separately or as a supplement to any
         Stock-Based Award. The Committee shall determine the terms and
         conditions of such Awards.

                  (h) Dividend Rights. The Committee is authorized to grant
         Dividend Rights to Participants on the following terms and conditions:

                  (i) Dividend Rights may be granted either separately or in
         tandem with any other Award. If any Dividend Rights are granted in
         tandem with any other Award, such Dividend Rights shall lapse, expire
         or be forfeited simultaneously with the lapse, expiration, forfeiture,
         payment or exercise of the Award to which the Dividend Rights are
         tandemed. If Dividend Rights are granted separately, such Dividend
         Rights shall lapse, expire or be terminated at such times or under such
         conditions as the Committee shall establish.

                  (ii) The Committee may provide that the dividends attributable
         to Dividend Rights may be paid currently or the amount thereof may be
         credited to a Participant's Plan account. The dividends credited to a
         Participant's account may be credited with interest, or treated as used
         to purchase at Fair Market Value Stock or other property in accordance
         with such methods or procedures as the Committee shall determine and
         shall be set forth in the Award Agreement evidencing such Dividend
         Rights. Any crediting of Dividends Rights may be subject to
         restrictions and conditions as the Committee may establish, including
         reinvestment in additional shares of Stock or Stock equivalents. The
         Committee may provide that the payment of any Dividend Rights shall be
         made, or once made, may be forfeited under such conditions as the
         Committee, in its sole discretion, may determine.

                  (i) Other Stock-Based Awards. The Committee is authorized,
         subject to limitations under applicable law, to grant to Participants
         such other Stock-Based Awards, in addition to those provided in
         Sections 6(b), (c), (d), (e) and (f) hereof, as deemed by the Committee
         to be consistent with the purposes of the Plan. The Committee shall
         determine the terms and conditions of such Awards. Stock delivered
         pursuant to an Award in the nature of a purchase right granted under
         this Section 6(i) shall be purchased for such consideration and 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.


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SECTION 7. ADDITIONAL 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 (except
         as provided in Section 6(b)(iv)) in substitution for, any other Award
         granted under the Plan or any award granted under any other plan of the
         Company or any Subsidiary, or any business entity acquired by the
         Company or any Subsidiary, or any other right of a Participant to
         receive payment from the Company or any Subsidiary. If an Award is
         granted in substitution for another Award or award, the Committee shall
         require the surrender of such other Award or award in consideration for
         the grant of the new Award. Awards granted in addition to, or in tandem
         with other Awards or awards may be granted either as of the same time
         as, or a different time from, the grant of such other Awards or awards.
         The per share exercise price of any Option, grant price of any SAR, or
         purchase price of any other Award conferring a right to purchase Stock:

                  (i) granted in substitution for an outstanding Award or award,
         shall be not less than the lesser of (A) the Fair Market Value of a
         share of Stock at the date such substitute Award is granted or (B) such
         Fair Market Value at that date, reduced to reflect the Fair Market
         Value at that date of the Award or award required to be surrendered by
         the Participant as a condition to receipt of the substitute Award; or

                  (ii) retroactively granted in tandem with an outstanding Award
         or award, shall not be less than the lesser of the Fair Market Value of
         a share of Stock at the date of grant of the later Award or at the date
         of grant of the earlier Award or award.

                  (b) Exchange and Buy Out Provisions. The Committee may at any
         time offer to exchange or buy out any previously granted Award for a
         payment in cash, Stock, other Awards (subject to Section 7(a)), or
         other property based on such terms and conditions as the Committee
         shall determine and communicate to a Participant at the time that such
         offer is made.

                  (c) Performance Goals. The right of a Participant to exercise
         or receive a grant or settlement of any Award, and the timing thereof,
         may be subject to such Performance Goals as may be specified by the
         Committee.

                  (d) Term of Awards. The term of each Award shall, except as
         provided herein, be for such period as may be determined by the
         Committee; provided, however, that in no event shall the term of any
         Option (including any Director Option), SAR or Dividend Right exceed a
         period of ten years from the date of its grant (or in the case of any
         ISO, such shorter period as may be applicable under Section 422 of the
         Code).

                  (e) Form of Payment. Subject to the terms of the Plan and any
         applicable Award Agreement, payments or transfers 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, or on a deferred basis. The
         Committee may, whether at the time of grant or at any time thereafter
         prior to payment or settlement, require a Participant to defer, or
         permit (subject to any conditions as the Committee may from time to
         time establish) a Participant to elect to defer, receipt of all or any
         portion of any payment of cash or Stock that would otherwise be due to
         such Participant in payment or settlement of an Award under the Plan.
         (Such payments may include, without limitation, provisions for the
         payment or crediting of reasonable interest in respect of deferred
         payments credited in cash, and the payment or crediting of Dividend
         Rights in respect of deferred amounts credited in Stock equivalents.)
         The Committee, in its discretion, may accelerate any payment or
         transfer upon a change


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         in control as defined by the Committee. The Committee may also
         authorize payment upon the exercise of an Option by net issuance or
         other cashless exercise methods.

                  (f) Loan Provisions. With the consent of the Committee, and
         subject at all times to 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
         the conditions, if any, under which the loan or loans may be forgiven.

                  (g) Awards to Comply with Section 162(m). The Committee may
         (but is not required to) grant an Award pursuant to the Plan to a
         Participant which is intended to qualify as "performance-based
         compensation" under Section 162(m) of the Code (a "Performance-Based
         Award"). The right to receive a Performance-Based Award, other than
         Options and SARs granted at not less than Fair Market Value, may vary
         from Participant to Participant and Performance-Based Award to
         Performance-Based Award, and shall be conditional upon the achievement
         of Performance Goals that have been established by the Committee in
         writing not later than the earlier of (i) 90 days after the beginning
         of a Performance Cycle and (ii) the date by which no more than 25% of a
         Performance Cycle has elapsed. Before any compensation pursuant to a
         Performance-Based Award (other than Options and SARs granted at not
         less than Fair Market Value) is paid, the Committee shall certify in
         writing that the Performance Goals applicable to the Performance-Based
         Award were in fact satisfied.

                  (h) Change of Control. Except to the extent provided otherwise
         in the Award Agreement, in the event of a Change of Control of the
         Company, all Awards granted under the Plan (including Performance-Based
         Awards) that are still outstanding and not yet vested or exercisable or
         which are subject to restrictions shall become immediately 100% vested
         in each Participant or shall be free of any restrictions, as of the
         first date that the definition of Change of Control has been fulfilled,
         unless such Awards are assumed or replaced by an acquiring company. If
         an Award to any employee is assumed or replaced and the employment of
         the Participant with the acquiring company is terminated or terminates
         for any reason other than Cause within 18 months of the date of the
         Change of Control, then the assumed or replaced Awards that are
         outstanding on the day prior to the day the Participant's employment
         terminates or is terminated shall become 100% vested in the Participant
         or free of any restrictions as of the date the Participant's employment
         terminates or is terminated.

SECTION 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; ACCELERATION IN CERTAIN
EVENTS

                  (a)      In the event that the Committee shall determine that
         any stock dividend, recapitalization, forward split or reverse split,
         reorganization, merger, consolidation, spin-off, combination,
         repurchase or share exchange, or other similar corporate transaction or
         event, affects the Stock or the book value of the Company 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 which may thereafter be issued in
         connection with Awards, (ii) the number and kind of shares of Stock
         issuable in respect of outstanding Awards, (iii) the aggregate number
         and kind of shares of Stock available under the Plan, and (iv) the
         exercise price, grant price, or purchase price relating to any Award
         or, if deemed appropriate, make provision for a cash payment with
         respect to any outstanding Award; provided, however, in each case, that
         no adjustment shall be made which would cause the Plan to violate
         Section


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<PAGE>   10

         422(b)(1) of the Code with respect to ISOs or would adversely affect
         the status of a Performance-Based Award as "performance-based
         compensation" under Section 162(m) of the Code.

                  (b) In addition, the Committee is authorized to make
         adjustments in the terms and conditions of, and the criteria included
         in, Awards, including any Performance Goals, in recognition of unusual
         or nonrecurring events (including, without limitation, events described
         in the preceding paragraph) affecting the Company or any Subsidiary, or
         in response to changes in applicable laws, regulations, or accounting
         principles. Notwithstanding the foregoing, no adjustment shall be made
         in any outstanding Performance-Based Awards to the extent that such
         adjustment would adversely affect the status of that Performance-Based
         Award as "performance-based compensation" under Section 162(m) of the
         Code.

SECTION 9. GENERAL PROVISIONS

                  (a) Changes to the Plan and Awards. The Board of Directors of
         the Company may amend, alter, suspend, discontinue, or terminate the
         Plan or the Committee's authority to grant Awards under the Plan
         without the consent of the Company's stockholders or Participants,
         except that any such amendment, alteration, suspension,
         discontinuation, or termination shall be subject to the approval of the
         Company's stockholders within one year 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 the stockholders for approval; provided,
         however, that without the consent of an affected Participant, no
         amendment, alteration, suspension, discontinuation, or termination of
         the Plan may materially and adversely affect the rights of such
         Participant under any Award theretofore granted and any Award Agreement
         relating thereto. 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
         amendment, alteration, suspension, discontinuation, or termination of
         any Award may materially and adversely affect the rights of such
         Participant under such Award.

                  The foregoing notwithstanding, any Performance Goal or other
         performance condition specified in connection with an Award shall not
         be deemed a fixed contractual term, but shall remain subject to
         adjustment by the Committee, in its discretion at any time in view of
         the Committee's assessment of the Company's strategy, performance of
         comparable companies, and other circumstances, except to the extent
         that any such adjustment to a performance condition would adversely
         affect the status of a Performance-Based Award as "performance-based
         compensation" under Section 162(m) of the Code.

                  Notwithstanding the foregoing, if the Plan is ratified by the
         stockholders of the Company at the Company's 2001 Annual Meeting of
         Stockholders, then unless approved by the stockholders of the Company,
         no amendment will: (i) change the class of persons eligible to receive
         Awards; (ii) materially increase the benefits accruing to Participants
         under the Plan, or (iii) increase the number of shares of Stock subject
         to the Plan.

                  (b) No Right to Award or Employment. No employee, director,
         contractor or consultant or other person shall have any claim or right
         to receive an Award under the Plan. Neither the Plan nor any action
         taken hereunder shall be construed as giving any employee any right to
         be retained in the employ of the Company or any Subsidiary or be viewed
         as requiring the Company or Subsidiary to continue the services of any
         contractor or consultant for any period.

                  (c) Taxes. The Company or any Subsidiary is authorized to
         withhold from any Award granted, any payment relating to an Award under
         the Plan, including from a distribution of Stock or any payroll or


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<PAGE>   11

         other payment to a Participant amounts of withholding and other taxes
         due in connection with any transaction involving an Award, and to take
         such other action as the Committee may deem advisable to enable the
         Company and Participants to satisfy obligations for the payment of
         withholding taxes and other tax obligations relating to any Award. This
         authority shall include authority to withhold or receive Stock or other
         property and to make cash payments in respect thereof in satisfaction
         of a Participant's tax obligations. Withholding of taxes in the form of
         shares of Stock from the profit attributable to the exercise of any
         Option shall not occur at a rate that exceeds the minimum required
         statutory federal and state withholding rates.

                  (d) Limits on Transferability; Beneficiaries. No Award or
         other right or interest of a Participant under the Plan shall be
         pledged, encumbered, or hypothecated to, or in favor of, or subject to
         any lien, obligation, or liability of such Participants to, any party,
         other than the Company or any Subsidiary, or assigned or transferred by
         such Participant otherwise than by will or the laws of descent and
         distribution, and such Awards and rights shall be exercisable during
         the lifetime of the Participant only by the Participant or his or her
         guardian or legal representative. Notwithstanding the foregoing, the
         Committee may, in its discretion, provide that Awards or other rights
         or interests of a Participant granted pursuant to the Plan (other than
         an ISO) be transferable, without consideration, to immediate family
         members (i.e., children, grandchildren or spouse), to trusts for the
         benefit of such immediate family members and to partnerships in which
         such family members are the only partners. The Committee may attach to
         such transferability feature such terms and conditions as it deems
         advisable. In addition, a Participant may, in the manner established by
         the Committee, designate a beneficiary (which may be a person or a
         trust) to exercise the rights of the Participant, and to receive any
         distribution, with respect to any Award upon the death of the
         Participant. A beneficiary, guardian, legal representative or other
         person claiming any rights under the Plan from or through any
         Participant shall be subject to all terms and conditions of the Plan
         and any Award Agreement applicable to such Participant, except as
         otherwise determined by the Committee, and to any additional
         restrictions deemed necessary or appropriate by the Committee.

                  (e) No Rights to Awards; No Stockholder Rights. No Participant
         shall have any claim to be granted any Award under the Plan, and there
         is no obligation for uniformity of treatment of Participants. 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 to the
         Participant in accordance with the terms of the Award.

                  (f) Securities Law Requirements. The Committee may require, as
         a condition to the right to exercise any Award that the Company receive
         from the Participant, at the time any such Award is exercised, vests or
         any applicable restrictions lapse, representations, warranties and
         agreements to the effect that the shares are being purchased or
         acquired by the Participant for investment only and without any present
         intention to sell or otherwise distribute such shares and that the
         Participant will not dispose of such shares in transactions which, in
         the opinion of counsel to the Company, would violate the registration
         provisions of the Securities Act of 1933, as then amended, and the
         rules and regulations thereunder. The certificates issued to evidence
         such shares shall bear appropriate legends summarizing such
         restrictions on the disposition thereof.

                  (g) Termination. The Plan shall terminate upon the earlier of
         (i) the adoption of a resolution by the Committee terminating the Plan;
         or (ii) ten years from the date the Plan is initially approved by the
         stockholders of the Company at the 2001 Annual Meeting of Stockholders.

                  (h) Prior Plans. This Plan replaces and supercedes the Prior
         Plans, and the Prior Plans shall automatically terminate when the Plan
         becomes effective, except that such termination shall not affect any
         grants or awards then outstanding under the Prior Plans.


                                       18
<PAGE>   12

                  (i) Fractional Shares. The Company will not be required to
         issue any fractional common shares pursuant to the Plan. The Committee
         may provide for the elimination of fractions and for the settlement of
         fractions in cash.

                  (j) Discretion. In exercising, or declining to exercise, any
         grant of authority or discretion hereunder, the Committee may consider
         or ignore such factors or circumstances and may accord such weight to
         such factors and circumstances as the Committee alone and in its sole
         judgment deems appropriate and without regard to the effect such
         exercise, or declining to exercise such grant of authority or
         discretion, would have upon the affected Participant, any other
         Participant, any employee, the Company, any Subsidiary, any stockholder
         or any other person.

                  (k) Stockholder Approval. The Plan shall not be effective
         unless and until the Plan is approved by the stockholders of the
         Company at the Company's 2001 Annual Meeting of Stockholders.


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