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                                EXHIBIT 10.109

                     BROWN & SHARPE MANUFACTURING COMPANY
                          1999 EQUITY INCENTIVE PLAN


1.       PURPOSE

         The purpose of this Equity Incentive Plan (the "Plan") is to advance
the interests of Brown & Sharpe Manufacturing Company (the "Company") and its
subsidiaries by enhancing their ability to attract and retain employees and
other individuals or entities who are in a position to make significant
contributions to the success of the Company and its subsidiaries through awards
based on the Company's common stock, either Class A Common Stock, $1 par value
or Class B Common Stock, $1 par value ("Stock"), and cash incentives.

         The Plan is intended to accomplish these goals by enabling the Company
to grant awards ("Awards") in the form of Options, Stock Appreciation Rights,
Restricted Stock or Unrestricted Stock Awards, Deferred Stock Awards,
Performance Awards, Other Stock-Based Awards, or loans or supplemental grants,
or combinations thereof, all as more fully described below.

2.       ADMINISTRATION

         Unless otherwise determined by the Board of Directors of the Company
(the "Board"), the Plan will be administered by a committee of the Board
designated for such purpose (the "Committee"). The Committee shall consist of at
least two directors. A majority of the members of the Committee shall constitute
a quorum, and all determinations of the Committee shall be made by a majority of
its members. Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members. During such times as any Stock is registered under the
Securities Exchange Act of 1934 (the "1934 Act"), at least two members of the
Committee shall be "non-employee directors" within the meaning of Rule 16b-3
promulgated under the 1934 Act and "outside directors" within the meaning of
Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as amended (the
"Code") (the "Outside Directors"). If any member of the Committee is not an
Outside Director, or a non-employee director, a sub-committee (the "Sub-
Committee") consisting solely of the non-employee directors and Outside
Directors shall administer the Plan in connection with Awards to "officers" of
the Company within the meaning of Section 16(b) of the 1934 Act or with respect
to any Award intended to be exempt under Section 162(m)(3) of the Code. Any
references to the Committee in this Plan shall also mean the Sub-Committee.

         The Committee will have authority, not inconsistent with the express
provisions of the Plan and in addition to other authority granted under the
Plan, to (a) grant Awards at such time or times as it may choose; (b) determine
the size of each Award, including the number of shares of Stock subject to the
Award; (c) determine the type or types of each Award; (d) determine the terms
and conditions of each Award, including provisions for accelerated vesting upon
the achievement of Company stock price levels; (e) waive compliance by a holder
of an Award with any obligations to be performed by such holder under the Award
and waive any terms or conditions of an Award; (f) subject to the provisions of
Section 6.1(b), amend or cancel an existing Award in whole or in part (and if an
award is canceled, grant another Award in its place on such terms and conditions
as the Committee shall specify), except that the Committee may not, without the
consent of the holder of an Award, take any action under this clause with
respect to such Award if such action would adversely affect the rights of such
holder; (g) prescribe the form or forms of any instruments to be used under the
Plan, including any written notices and elections required of Participants (as
defined below), and change such forms from time to time; (h) adopt, amend and
rescind rules and regulations for the administration of the Plan; and (i)
interpret the Plan and decide any questions and settle all controversies and
disputes that may arise in connection with the Plan. Such determinations and
actions of the Committee, and all other determinations and actions of the
Committee made or taken under authority granted by any provision of the Plan,
will be conclusive and will bind all parties. Nothing in this paragraph shall be
construed as limiting the power of the Committee to make
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adjustments under Section 7.3 or Section 8.6. In the case of any Award intended
to be eligible for the performance-based compensation exception under Section
162(m), the Committee shall exercise its discretion consistent with qualifying
the Award for such exception.

3.       EFFECTIVE DATE AND TERM OF PLAN

         The Plan will become effective on the date on which it is approved by
the stockholders of the Company. Awards may be made prior to such stockholder
approval if made subject thereto. No Award may be granted under the Plan after
February 11, 2009 (the 10th anniversary of day before Board approval), but
Awards previously granted may extend beyond that date.

4.       SHARES SUBJECT TO THE PLAN

         (a) Number of Shares. Subject to adjustment as provided in Section 8.6,
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the aggregate number of shares of Stock that may be delivered under the Plan
will be 1,800,000. If any Award requiring exercise by the Participant for
delivery of Stock terminates without having been exercised in full, or if any
Award payable in Stock or cash is satisfied in cash rather than Stock, the
number of shares of Stock as to which such Award was not exercised or for which
cash was substituted will be available for future grants. Shares of Restricted
Stock that have been forfeited in accordance with the terms of the applicable
Award and shares held back, in satisfaction of the exercise price or tax
withholding requirements, from shares that would otherwise have been delivered
pursuant to an Award shall also be available for future grants. The number of
shares of Stock delivered under an Award shall be determined net of any
previously acquired Shares tendered by the Participant in payment of the
exercise price or of withholding taxes.

         (b) Special Limitations Applicable to Certain Awards. Subject to
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adjustment as provided in Section 8.6(a) to the extent such adjustment is
consistent with the continued satisfaction with respect to Awards of the
requirements of Section 162(m)(4)(C) of the Code, the maximum number of shares
of Stock for which Options and Stock Appreciation Rights may be awarded under
the Plan to any participant during any one year period is in the case of each
such form of Award 350,000 shares. For maximum limits relating to Performance
Awards, see Section 6.5 below.

         (c) Shares to be Delivered. Stock delivered under the Plan may be
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either authorized but unissued Stock or previously issued Stock acquired and
held by the Company. No fractional shares of Stock will be delivered under the
Plan.

5.       ELIGIBILITY AND PARTICIPATION

         Each key employee of the Company or any of its subsidiaries (an
"Employee") and each other individual or entity (other than employees of the
Company or any of its subsidiaries, but including without limitation directors
of the Company or a subsidiary of the Company) who, in the opinion of the
Committee, is in a position to make a significant contribution to the success of
the Company or its subsidiaries will be eligible to receive Awards under the
Plan (each such Employee, other individual or entity receiving an Award, "a
Participant"). Participants shall also include individuals who have accepted an
offer of employment from the Company and who the Company reasonably believes
will be key employees upon commencing employment with the Company (a "New
Hire"). For purposes of the Plan, a "subsidiary" is any corporation (other than
the employer corporation) in an unbroken chain of corporations beginning with
the employer corporation if, at the time of the granting of the option, each of
the corporations other than the last corporation in the unbroken chain owns
stock possessing 50 percent or more of the total combined voting power of all
classes of stock in or of the other corporation in such chain. Eligibility for
ISOs is further limited to those individuals whose employment status would
qualify them for the tax treatment described in Sections 421 and 422 of the
Code.
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6.       TYPES OF AWARDS

6.1      Options.

         (a) Nature of Options. An option ("Option") is an Award giving the
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recipient the right on exercise thereof to purchase Stock.

             Both "incentive stock options", as defined in Section 422(b) of the
Code (any Option intended to qualify as an incentive stock option being
hereinafter referred to as an "ISO"), and Options that are not ISOs, may be
granted under the Plan. ISOs shall be awarded only to Employees. An Option
awarded under the Plan shall be a non-ISO unless it is expressly designated as
an ISO at time of grant. Once an ISO has been granted, no action by the
Committee that would cause the Option to lose its status under the Code as an
incentive stock option will be effective without consent of the Option holder.

         (b) Exercise Price. The exercise price of an Option will be determined
by the Committee subject to the following:

             (1) The exercise price of an Option shall not be less than 100% of
the fair market value of the Stock subject to the Option, determined as of the
effective date of the Option.

             (2) In no case may the exercise price paid for Stock which is part
of an original issue of authorized Stock be less than the par value per share of
the Stock.

             (3) The Committee may not reduce the exercise price of an Option at
any time after the time of grant, with or without the consent of the Option
holder, thereby prohibiting the cancellation of higher prices and the reissue of
lower priced Options ("Repriced Options").

         (c) Duration of Options. The latest date on which an Option may be
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exercised will be the tenth anniversary of the day immediately preceding the
date the Option was granted, or such earlier date as may have been specified by
the Committee at the time the Option was granted.

         (d) Exercise of Options. An Option will become exercisable at such time
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or times, and on such conditions, as the Committee may specify, including
provisions for acceleration of vesting upon the achievement of certain Company
stock price levels. The Committee may at any time and from time to time
accelerate the time at which all or any part of the Option may be exercised.
Except as otherwise determined by the Committee, any period during which a
Participant who is an Employee is on an unpaid leave of absence (or other unpaid
absence) from the Company shall toll the period of time over which an option
becomes exercisable. Any exercise of an Option must be in writing, signed by the
proper person and delivered or mailed to the Company, accompanied by (1) any
documents required by the Committee and (2) payment in full in accordance with
paragraph (e) below for the number of shares for which the Option is exercised.
If desired the Committee may provide for vesting prior to the date the Option
becomes exercisable.

         (e) Payment for Stock. Stock purchased on exercise of an Option must be
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paid for as follows: (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company or (2) if so permitted by the
instrument evidencing his Option (or in the case of an Option which is not an
ISO, by the Committee at or after the grant of the Option), (i) through the
delivery of shares of Stock which have been held for at least six months (unless
the Committee approves a shorter period) and which have a fair market value on
the last business day preceding the date of exercise equal to the exercise
price, (ii) by delivery of a promissory note of the Participant to the Company
containing such terms as are specified by the Committee (provided that if the
Stock delivered upon exercise of the Option is an original issue of authorized
but unissued Stock, at least so much of the exercise price as represents the par
value of the Stock shall be paid in cash), (iii) by delivery of an unconditional
and irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (iv) by any combination of the
foregoing permissible forms of payment.
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         (f) Discretionary Payments. If (i) the market price of shares of Stock
             ----------------------
subject to an Option (other than an Option which is in tandem with a Stock
Appreciation Right as described in Section 6.2) exceeds the exercise price of
the Option at the time of its exercise, and (ii) the person exercising the
Option so requests in writing, the Committee may in its sole discretion cancel
the Option and cause the Company to pay in cash or in shares of Common Stock
(valued at fair market value) to the person exercising the Option an amount
equal to the difference between the fair market value of the Stock which would
have been purchased pursuant to the exercise (determined on the date the Option
is canceled) and the aggregate exercise price which would have been paid.

         (g) Reload Awards. The Committee may provide that upon the exercise of
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an Award through the tender of previously owned shares of Stock, the Participant
or other person exercising the award will automatically receive a new Award of
like kind covering a number of shares of Stock tendered in payment of the
exercise price of the first Award.

6.2      Stock Appreciation Rights.

         (a) Nature of Stock Appreciation Rights. A Stock Appreciation Right
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("Stock Appreciation Right" or "SAR") is an Award entitling the holder on
exercise to receive an amount in cash or Stock or a combination thereof (such
form to be determined by the Committee) determined in whole or in part by
reference to appreciation, from and after the date of grant, in the fair market
value of a share of Stock. SARs may be based solely on appreciation in the fair
market value of Stock or on a comparison of such appreciation with some other
measure of market growth such as (but not limited) to appreciation in a
recognized market index. The date as of which such appreciation or other measure
is determined shall be the exercise date unless another date is specified by the
Committee.

         (b) Grant of Stock Appreciation Rights. Stock Appreciation Rights may
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be granted in tandem with, or independently of, Options granted under the Plan.

             (1) Rules Applicable to Tandem Awards. When Stock Appreciation
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Rights are granted in tandem with Options, (A) the Stock Appreciation Right will
be exercisable only at such time or times, and to the extent, that the related
Option is exercisable and will be exercisable in accordance with the procedure
required for exercise of the related Option and may be exercised only when the
market price of the Stock, subject to the Option, exceeds the exercise price;
(B) the Stock Appreciation Right will terminate and no longer be exercisable
upon the termination or exercise of the related Option, except that a Stock
Appreciation Right granted with respect to fewer than the full number of shares
covered by an Option will not be reduced until the number of shares as to which
the related Option has been exercised or has terminated exceeds the number of
shares not covered by the Stock Appreciation Right; (C) the Option will
terminate and no longer be exercisable upon the exercise of the related Stock
Appreciation Right; and (D) the Stock Appreciation Right will be transferable
only with the related Option.

             (2) Exercise of Independent Stock Appreciation Rights. A Stock
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Appreciation Right not granted in tandem with an Option will become exercisable
at such time or times, and on such conditions, as the Committee may specify.
Except as otherwise determined by the Committee, any period during which a
Participant who is an Employee is on an unpaid leave of absence (or other unpaid
absence) from the Company shall toll the period of time over which a Stock
Appreciation Right becomes exercisable. The Committee may at any time accelerate
the time at which all or any part of the Right may be exercised.

                 Any exercise of an independent Stock Appreciation Right must be
in writing, signed by the proper person and delivered or mailed to the Company,
accompanied by any other documents required by the Committee.
<PAGE>

6.3      Restricted and Unrestricted Stock.

         (a) Grant of Restricted Stock. Subject to the terms and provisions of
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the Plan, the Committee may grant or sell shares of Stock in such amounts and
upon such terms and conditions as the Committee shall determine subject to the
restrictions described below ("Restricted Stock").

         (b) Restricted Stock Agreement. The Committee may require, as a
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condition to an Award, that a recipient of a Restricted Stock Award enter into a
Restricted Stock Award Agreement, setting forth the terms and conditions of the
Award and making payment of the purchase price. In lieu of a Restricted Stock
Award Agreement, the Committee may provide the terms and conditions of an Award
in a notice to the Participant of the Award, in the resolution approving the
Award, or in such other manner as it deems appropriate. The stock certificate
representing the Restricted Stock shall be appropriately legended to reflect the
applicable restrictions.

         (c) Transferability and Other Restrictions. Except as otherwise
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provided in this Section 6.3, the shares of Restricted Stock granted herein may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated until the end of the applicable period or periods established by
the Committee and the satisfaction of any other conditions or restrictions
established by the Committee (such period during which a share of Restricted
Stock is subject to such restrictions and conditions is referred to as the
"Restricted Period"). Except as the Committee may otherwise determine under
Section 7.1 or Section 7.2, if a Participant dies or suffers a Status Change (as
defined at Section 7.2(a)) for any reason during the Restricted Period, the
Company may purchase the shares of Restricted Stock subject to such restrictions
and conditions for the amount of cash paid by the Participant for such shares;
provided, that if no cash was paid by the Participant such shares of Restricted
Stock shall be automatically forfeited to the Company.

             During the Restricted Period with respect to any shares of
Restricted Stock, the Company shall have the right to retain in the Company's
possession the certificate or certificates representing such shares.

         (d) Removal of Restrictions. Except as otherwise provided in this
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Section 6.3, a share of Restricted Stock covered by a Restricted Stock grant
shall become free from restrictions under the Plan upon completion of the
Restricted Period, including the passage of any applicable period of time and
satisfaction of any conditions to vesting. Except as otherwise determined by the
Committee, any period during which a Participant who is an Employee is on leave
of absence (or other unpaid absence) from the Company shall, to the extent the
Restricted Period relates to the passage of time, toll such time period. The
Committee shall have the right at any time, in its sole discretion, immediately
to waive or accelerate all or any part of the restrictions and conditions with
regard to all or any part of the shares held by any Participant.

         (e) Notice of Election. Any Participant making an election under
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Section 83(b) of the Code with respect to Restricted Stock must give a copy of
the election to the Company within ten days after filing with the Internal
Revenue Service.

         (f) Voting Rights, Dividends and Other Distributions. During the
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Restricted Period, Participants holding shares of Restricted Stock granted
hereunder may exercise full voting rights and shall receive all regular cash
dividends paid with respect to such shares. Except as the Committee shall
otherwise determine, any other cash dividends and other distributions paid to
Participants with respect to shares of Restricted Stock, including any dividends
and distributions paid in shares, shall be subject to the same restrictions and
conditions as the shares of Restricted Stock with respect to which they were
paid.

         (g) Other Awards Settled with Restricted Stock. The Committee may, at
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the time any Award described in this Section 6 is granted, provide that any or
all of the Stock delivered pursuant to the Award will be Restricted Stock.
<PAGE>

         (h) Unrestricted Stock. Subject to the terms and provisions of the
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Plan, the Committee may grant shares of Stock free of restrictions under the
Plan in such amounts and upon such terms and conditions as the Committee shall
determine.

6.4      Deferred Stock.

         A Deferred Stock Award ("Deferred Stock Award") is an unfunded and
unsecured promise by the Company to deliver shares of Stock in the future
("Deferred Stock"). Delivery of the Stock will take place at such time or times,
and on such conditions, as the Committee may specify. The Committee may at any
time accelerate the time at which delivery of all or any part of the Stock will
take place. At the time any Award described in this Section 6 is granted, the
Committee may provide that any or all of the Stock delivered pursuant to the
Award will be Deferred Stock.

6.5      Performance Awards.

         The Committee may, at the time an Award described in Sections 6.1, 6.2,
6.3, 6.4 or 6.7 is granted, impose the additional condition that performance
goals must be met prior to the Participant's realization of any vesting, payment
or benefit under the Award. In addition, the Committee may make awards entitling
the Participant to receive an amount in cash upon attainment of specified
performance goals (a "Cash Incentive"). Any Award or Cash Incentive made subject
to performance goals as described in the preceding two sentences shall be a
"Performance Award" subject to the provisions of this Section 6.5 in addition to
any other applicable provisions of the Plan or the Award. Performance Awards may
consist of Cash Incentives or Awards that are intended to qualify for the
performance-based compensation exception under Section 162(m) of the Code, other
than Options or Stock Appreciation Rights intended to qualify for such exception
by reason of the special rules under Section 162(m) of the Code applicable to
stock options and stock appreciation rights granted at an exercise price not
less than fair market value on the date of grant ("Qualified Performance
Awards") or Cash Incentives or Awards that either are not intended so to qualify
or are Options or Stock Appreciation Rights intended to qualify for such
exception by reason of the special rules under Section 162(m) of the Code
applicable to stock options and stock appreciation rights granted at an exercise
price not less than fair market value on the date of grant ("Other Performance
Awards"). The Committee will determine the performance measures, the period or
periods during which performance is to be measured, and all other terms and
conditions applicable to the Performance Award. The performance measures to
which a Performance Award is subject may be related to personal performance,
corporate performance, departmental performance, or any other category of
performance established by the Committee, including the achievement of specified
Company stock price levels. In the case of a Qualified Performance Award,
payment under the Award or of the Cash Incentive must be conditioned on the
satisfaction of one or more "qualified performance measures" preestablished by
the Committee in accordance with the rules under Section 162(m) of the Code and
on certification (within the meaning of the rules under Section 162(m) of the
Code) by the Committee that such measure or measures have been met or exceeded.
For purposes of the preceding sentence, a qualified performance measure is an
objectively determinable measure of performance based on any one or more of the
following (on a consolidated, divisional, subsidiary, line of business or
geographical basis or in combinations thereof): (i) sales; revenues; assets;
expenses; earnings before or after deduction for all or any portion of interest,
taxes, depreciation or amortization, whether or not on a continuing operations
or an aggregate or per share basis; return on equity, investment, capital or
assets; inventory level or turns; one or more operating ratios; borrowing
levels, leverage ratios or credit rating; market share; capital expenditures;
cash flow; stock price; stockholder return; or any combination of the foregoing;
or (ii) acquisitions and divestitures (in whole or in part); joint ventures and
strategic alliances; spin-offs, split-ups and the like; reorganizations;
recapitalizations, restructurings, financings (issuance of debt or equity) and
refinancings; transactions that would constitute a change of control; or any
combination of the foregoing. A qualified performance measure and targets with
respect thereto determined by the Committee need not be based upon an increase,
a positive or improved result or avoidance of loss. The maximum number of shares
of Stock subject to Performance Awards (other than Cash Incentives) awarded to
any Participant in any one year period shall be 350,000 shares. The maximum
amount payable under Cash Incentives to any Participant for any year shall be
$500,000.
<PAGE>

6.6      Loans and Supplemental Grants.

         (a) Loans. The Company may make a loan to a Participant, either at the
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time of or after the grant to him or her of any Award. Such a loan may be made
in connection with either the purchase of Stock under the Award or the payment
of any federal, state, and local income tax in respect of income recognized as a
result of the Award. The Committee will have full authority to decide whether to
make such a loan and to determine the amount, terms and conditions of the loan,
including the interest rate (which may be zero), whether the loan is to be
secured or unsecured or with or without recourse against the borrower, the terms
on which the loan is to be repaid and the conditions, if any, under which it may
be forgiven. However, no loan may have a term (including extensions) exceeding
ten years in duration.

         (b) Cash Grants. In connection with any Award, the Committee may at the
             -----------
time such Award is made or at a later date provide for and make a cash payment
to the Participant not to exceed an amount equal to (a) the amount of any
federal, state and local income tax on ordinary income for which the Participant
will be liable with respect to the Award, plus (b) an additional amount on a
grossed-up basis necessary to make him or her whole after tax, discharging all
the Participant's income tax liabilities arising from all payments under this
Section 6, all based on such reasonable estimates of applicable tax rates as the
Committee may determine.

6.7      Other Stock-Based Awards.

         (a) Nature of Awards. The Committee may grant other Awards under which
             ----------------
Stock is or may in the future be acquired ("Other Stock-Based Awards"). Such
awards may include, without limitation, debt securities convertible into or
exchangeable for shares of Stock upon such conditions, including attainment of
performance goals, as the Committee shall determine. Such convertible or
exchangeable securities may have such terms and conditions as the Committee may
determine at the time of grant. However, no convertible or exchangeable debt
shall be issued unless the Committee shall have provided (by Company right of
repurchase, right to require conversion or exchange, or other means deemed
appropriate by the Committee) a means of avoiding any right of the holders of
such debt to prevent a Company transaction by reason of covenants in such debt.

         (b) Purchase Price; Form of Payment. The Committee may determine the
             -------------------------------
consideration, if any, payable upon the issuance or exercise of an Other Stock-
Based Award. The Committee may permit payment by certified check or bank check
or other instrument acceptable to the Committee or by surrender of other shares
of Stock (excluding shares then subject to restrictions under the Plan).

         (c) Forfeiture of Awards; Repurchase of Stock; Acceleration or Waiver
             -----------------------------------------------------------------
of Restrictions. The Committee may determine the conditions under which an Other
---------------
Stock-Based Award shall be forfeited or, in the case of an Award involving a
payment by the recipient, the conditions under which the Company may or must
repurchase such Award or related Stock. At any time the Committee may in its
sole discretion accelerate, waive, or, amend any or all of the limitations or
conditions imposed under any Other Stock-Based Award.

7.       EVENTS AFFECTING OUTSTANDING AWARDS

7.1      Death or Disability.

         Except as the Committee may otherwise determine, if a Participant dies
or becomes permanently and totally disabled (as determined by the Committee),
the following will apply:

         (a) All Options and Stock Appreciation Rights held by the Participant
immediately prior to death or such permanent and total disability, to the extent
then exercisable, may be exercised by the Participant's executor or
administrator or the person or persons to whom the Option or Right is
transferred by will or the applicable laws of descent and distribution or the
Participant's guardian, at any time within the one year period ending with the
first anniversary of the Participant's death or permanent
<PAGE>

and total disability, as the case may be (or such shorter or longer period as
the Committee may determine), and shall thereupon terminate, and if such a
participant thereafter dies while the option is still exercisable, the option
will be exercisable for one year from that date. In no event, however, shall an
Option or Stock Appreciation Right remain exercisable beyond the latest date on
which it could have been exercised without regard to this Section 7. All Options
and Stock Appreciation Rights held by a Participant immediately prior to death
or such permanent and total disability that are not then exercisable shall
accelerate and become vested at death or such permanent and total disability.

         (b) All Restricted Stock held by the Participant must be transferred to
the Company (and, in the event the certificates representing such Restricted
Stock are held by the Company, such Restricted Stock will be so transferred
without any further action by the Participant in accordance with Section
6.3(c)).

         (c) Any payment or benefit under a Deferred Stock Award, Performance
Award, Supplemental Grant, or Other Stock-Based Award to which the Participant
was not irrevocably entitled prior to death or such permanent and total
disability will be forfeited and the Award canceled as of the time of death or
such permanent and total disability.

7.2      Termination of Service (Other Than By Death or Disability).

         If (i) a Participant who is an Employee ceases to be an Employee for
any reason other than death or disability (as defined above), (ii) there is a
termination (other than by reason of death or disability or satisfactory
completion of the project or service as determined by the Committee) of the
consulting, service or similar relationship in respect of which a non-Employee
Participant was granted an Award hereunder or (iii) a New Hire's offer of
employment is terminated prior to the New Hire commencing employment with the
Company or the New Hire does not commence his or her employment with the Company
within two months after receipt of an Award hereunder (such termination of the
employment or other relationship being hereinafter referred to as a "Status
Change"), then, except as the Committee may otherwise determine, the following
will apply:

         (a) All Options and Stock Appreciation Rights held by the Participant
that were not exercisable immediately prior to the Status Change shall terminate
at the time of the Status Change. Any Options or Rights that were exercisable
immediately prior to the Status Change will continue to be exercisable for a
period of three months (or one year in the case of retirement at or after age 60
with the consent of the Company), and shall thereupon terminate, unless the
Award provides by its terms for immediate termination in the event of a Status
Change or unless the Status Change results from a discharge for cause which in
the opinion of the Committee casts such discredit on the Participant as to
justify immediate termination of the Award. In no event, however, shall an
Option or Stock Appreciation Right remain exercisable beyond the latest date on
which it could have been exercised without regard to this Section 7. For
purposes of this paragraph, in the case of a Participant who is an Employee, a
Status Change shall not be deemed to have resulted by reason of (i) a sick leave
or other bona fide leave of absence approved for purposes of the Plan by the
Committee, so long as the Employee's right to reemployment is guaranteed either
by statute or by contract, or (ii) a transfer of employment between the Company
and a subsidiary or between subsidiaries, or to the employment of a corporation
(or a parent or subsidiary corporation of such corporation) issuing or assuming
an option in a transaction to which Section 424(a) of the Code applies. A Status
Change will be deemed to have occurred, in the case of an employee Participant,
upon termination of the Participant's employment with the Company and its
Subsidiaries (whether or not the Participant continues in the service of the
Company or its Subsidiaries in some capacity other than that of an employee of
the Company or its Subsidiaries) and in the case of any other Participant, when
the service relationship in respect of which the Award was granted terminates
(whether or not the Participant continues in the service of the Company or its
Subsidiaries in some other capacity).

         (b) All Restricted Stock held by the Participant at the time of the
Status Change must be transferred to the Company (and, in the event the
certificates representing such Restricted Stock are
<PAGE>

held by the Company, such Restricted Stock will be so transferred without any
further action by the Participant) in accordance with Section 6.3(c) above.

         (c) Any payment or benefit under a Deferred Stock Award, Performance
Award, Supplemental Grant, or Other Stock-Based Award to which the Participant
was not irrevocably entitled prior to the Status Change will be forfeited and
the Award canceled as of the date of such Status Change.

7.3.1    Change in Control Provision.

         As used herein, a Change in Control and related definitions shall have
the meanings as set forth in Section 7.3.3 below.

         Immediately prior to the occurrence of a Change in Control:

         (a) Each Option and Stock Appreciation Right shall automatically become
fully exercisable unless the Committee shall otherwise expressly provide at the
time of grant.

         (b) Restrictions and conditions on Restricted Stock, Deferred Stock,
Performance Award, Supplemental Grant, and Other Stock-based Awards shall
automatically be deemed waived to the extent, if any, specified (whether at or
after time of grant) by the Committee.

         In addition to the foregoing and Sections 6.1(d), 6.2(b), 6.3(d) and
6.4, the Committee may at any time prior to or after a Change in Control
accelerate the exercisability of any Options and Stock Appreciation Rights and
may waive restrictions, limitations and conditions on Restricted Stock, Deferred
Stock, Performance Awards, Supplemental Grants, and Other Stock-based Awards to
the extent it shall in its sole discretion determine.

7.3.2    Certain Corporate Transactions.

         (a) In the event of a consolidation or merger in which the Company is
not the surviving corporation or which results in the acquisition of
substantially all the Company's outstanding Stock by a single person or entity
or by a group of persons and/or entities acting in concert, or in the event of
the complete liquidation of the Company or the sale or transfer of substantially
all of the Company's assets (a "Covered Transaction"), all outstanding Options
will terminate as of the effective date of the Covered Transaction, provided
that at least twenty (20) days prior to the effective date of any such merger,
consolidation, liquidation or sale of assets, but subject to Paragraphs (c) and
(d) below, the Committee shall make all outstanding Options exercisable
immediately prior to consummation of such Covered Transaction (to the extent
that such Options are not exercisable immediately prior to the consummation of
the Covered Transaction pursuant to Section 7.3.1).

         (b) Subject to Paragraphs (c) and (d) below, the Committee may, in its
sole discretion, prior to the effective date of the Covered Transaction, (1)
remove the restrictions from each outstanding share of Restricted Stock, (2)
cause the Company to make any payment and provide any benefit under each
outstanding Deferred Stock Award, Performance Award, and Supplemental Grant
which would have been made or provided with the passage of time had the
transaction not occurred and the Participant remained an employee, and (3)
forgive all or any portion of the principal of or interest on a loan.

         (c) If an outstanding Option or Other Award is subject to performance
or other conditions (other than conditions relating to the mere passage of time
and continued employment) which will not have been satisfied at the time of the
Covered Transaction, the Committee may, in its sole discretion, remove such
conditions. If it does not do so however, such Option or Other Award will
terminate, because the conditions have not been satisfied, as of the date of the
Covered Transaction notwithstanding Paragraph (a) and (b) above.

         (d) With respect to an outstanding Option or Other Award held by the
participant who, following the Covered Transaction, will be employed by a
corporation which is a surviving or acquiring corporation
<PAGE>

in such transaction or an affiliate of such a corporation, the Committee may, in
lieu of the action of the Committee described in Paragraphs (a) or (b) above or
in addition to any Option being exercisable immediately prior to consummation of
the Covered Transaction pursuant to Section 7.3.1 above, arrange to have such
surviving or acquiring corporation or affiliate assume the Option or Other Award
or grant to the Participant a replacement Option or other Award which, in the
judgment of the Committee, is substantially equivalent to the Option or Other
Award. In the case of an assumed or substitute Option intended to be an
Incentive Stock Option, the requirements of Section 424 (a) of the Code shall be
satisfied except as otherwise provided by the Committee.

7.3.3    Change in Control and Related Definitions.

         A "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:

         (a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities; or

         (b) during any period of not more than two consecutive years (not
including any period prior to January 1, 1997), individuals who at the beginning
of such period constitute the Board and any new director (other than a director
designated by a Person who has entered into an agreement with the Company to
effect a transaction described in Clause (a), (b), or (c) of Section 7.3.3)
whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or

         (c) the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than

             (1) 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 being converted into voting
securities of the surviving entity) 65% or more of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or

             (2) a merger or consolidation effected to implement a re-
capitalization of the Company (or similar transaction) in which no person
acquires 30% or more of the combined voting power of the Company's then
outstanding securities; or

         (d) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets; or

         (e) the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control, provided, however, that
if such agreement requires approval by the Company's shareholders of the
agreement or transaction or the satisfaction of other conditions, a Change in
Control shall not be deemed to have taken place unless and until such approval
is secured and all conditions are satisfied (but upon any such approval and the
satisfaction of such conditions and the consummation of the transaction, a
Change in Control shall be deemed to have occurred on the date of execution of
such agreement); or

         (f) the Company or any person publicly announces an intention to take
or to consider taking actions which, if consummated, would constitute a Change
in Control, provided that a Change in Control will not be deemed to have taken
place unless and until actions are taken that constitute a Change in
<PAGE>

Control (but upon the taking of any such actions a Change in Control shall be
deemed to have occurred on the date of such announcement); or

         (g) the Board adopts a resolution to the effect that, for purposes of
this Agreement, a Change in Control will occur upon the taking of certain action
provided that the Change in Control shall not be deemed to have taken place
unless and until such action is taken (but upon the taking of such action, a
Change in Control shall be deemed to have occurred on the date of such
resolution of the Board).

         "Person" shall have the meaning given in Section 3(a)(9) of the
Securities Exchange Act of 1934, as modified and used in Sections 13(d) and
14(d) thereof, and shall also include its Affiliates and Associates (as such
terms are used in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934); however, a Person shall not include

             (1) the Company, or any wholly owned or controlled subsidiary of
the Company,

             (2) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or

             (3) a corporation or other entity owned, directly or indirectly, by
the shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

         "Beneficial Owner" shall have the meaning defined in Rule 13d-3 under
the Securities Exchange Act of 1934 as amended from time to time.

8.       GENERAL PROVISIONS

8.1      Documentation of Awards.

         Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Committee from time to time. Such instruments may be in the
form of agreements to be executed by both the Participant and the Company, or
certificates, letters or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms
thereof.

8.2      Rights as a Stockholder, Dividend Equivalents.

         Except as specifically provided by the Plan, the receipt of an Award
will not give a Participant rights as a stockholder; the Participant will obtain
such rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, only upon the issuance of Stock. However, the Committee
may, on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of cash dividends that would have been payable on any
or all Stock subject to the Participant's Award had such Stock been outstanding.
Without limitation, the Committee may provide for payment to the Participant of
amounts representing such dividends, either currently or in the future, or for
the investment of such amounts on behalf of the Participant.

8.3      Conditions on Delivery of Stock.

         The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove restriction from shares previously delivered
under the Plan (a) until all conditions of the Award have been satisfied or
removed, (b) until, in the opinion of the Company's counsel, all applicable
federal and state laws and regulation have been complied with, (c) if the
outstanding Stock is at the time listed on any stock exchange or The Nasdaq
National Market, until the shares to be delivered have been listed or authorized
to be listed on such exchange or market upon official notice of issuance, and
(d) until all other legal matters in connection with the issuance and delivery
of such shares have been approved by the Company's counsel. If the sale of Stock
has not been registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Award, such
representations or
<PAGE>

agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.

         If an Award is exercised by the Participant's legal representative, the
Company will be under no obligation to deliver Stock pursuant to such exercise
until the Company is satisfied as to the authority of such representative.

8.4      Tax Withholding.

         The Company will withhold from any cash payment made pursuant to an
Award an amount sufficient to satisfy all federal, state and local withholding
tax requirements (the "withholding requirements").

         In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy the
withholding requirements, or make other arrangements satisfactory to the
Committee with regard to such requirements, prior to the delivery of any Stock
or removal of restrictions thereon. If and to the extent that such withholding
is required, the Committee may permit the Participant or such other person to
elect at such time and in such manner as the Committee provides to have the
Company hold back from the shares to be delivered, or to deliver to the Company,
Stock having a value calculated to satisfy the withholding requirement. The
Committee may make such share withholding mandatory with respect to any Award at
the time such Award is made to a Participant. The Committee may also, but need
not, permit a Participant to tender previously owned shares of Stock in
satisfaction of tax withholding requirements on any Award.

         If at the time an ISO is exercised the Committee determines that the
Company could be liable for withholding requirements with respect to the
exercise or with respect to a disposition of the Stock received upon exercise,
the Committee may require as a condition of exercise that the person exercising
the ISO agree (a) to provide for withholding under the preceding paragraph of
this Section 8.4, if the Committee determines that a withholding responsibility
may arise in connection with the exercise, (b) to inform the Company promptly of
any disposition (within the meaning of Section 424(c) of the Code) of Stock
received upon exercise, and (c) to give such security as the Committee deems
adequate to meet the potential liability of the Company for other withholding
requirements and to augment such security from time to time in any amount
reasonably deemed necessary by the Committee to preserve the adequacy of such
security.

8.5      Transferability of Awards.

         Unless otherwise permitted by the Committee, no Award (other than an
Award in the form of an outright transfer of cash or Unrestricted Stock) may be
transferred other than by will or by the laws of descent and distribution, and
during a Participant's lifetime, an Award requiring exercise may be exercised
only by the Participant (or in the event of the Participant's incapacity, the
person or persons legally appointed to act on the Participant's behalf).

8.6      Adjustments in the Event of Certain Transactions.

         (a) In the event of a stock dividend, stock split or combination of
shares, re-capitalization or other change in the Company's capitalization, or
other distribution to holders of Stock other than normal cash dividends, after
the effective date of the Plan, the Committee will make any appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 4(a), Section 4(b), and Section 6.5.

         (b) In any event referred to in paragraph (a), the Committee will also
make any appropriate adjustments to the number and kind of shares of Stock or
securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards affected by
such change. The Committee may also make such adjustments to take into account
material
<PAGE>

changes in law or in accounting practices or principles, mergers,
consolidations, acquisitions, dispositions or similar corporate transactions, or
any other event, if it is determined by the Committee that adjustments are
appropriate to avoid distortion in the operation of the Plan.

         (c) In the case of ISOs or Awards intended to qualify for the
"performance-based compensation" exception under Section 162(m)(4)(C) of the
Code, the adjustments described in (a) and (b) will be made only to the extent
consistent with continued qualification of the Option or other Award under
Section 422 of the Code or Section 162(m) of the Code, as the case may be.

8.7      Employment or Other Rights, Etc.

         Neither the adoption of the Plan nor the grant of Awards will confer
upon any person any right to continued retention by the Company or any
subsidiary as an Employee or otherwise, or affect in any way the right of the
Company or subsidiary to terminate an employment, service or similar
relationship at any time. Except as specifically provided by the Committee in
any particular case, the loss of existing or potential profit in Awards granted
under the Plan will not constitute an element of damages in the event of
termination of an employment, service or similar relationship even if the
termination is in violation of an obligation of the Company or any of its
subsidiaries to the Participant.

8.8      Deferral of Payments.

         The Committee may agree at any time, upon request of the Participant,
to defer the date on which any payment under an Award will be made.

8.9      Past Services as Consideration.

         Where a Participant purchases Stock under an Award for a price equal to
the par value of the Stock the Committee may determine that such price has been
satisfied by past services rendered by the Participant.

9.       EFFECT, AMENDMENT AND TERMINATION

         Neither adoption of the Plan nor the grant of Awards to a Participant
will affect the Company's right to grant to such Participant awards that are not
subject to the Plan, to issue to such Participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued to
Employees or other persons.

         The Committee may at any time or times amend the Plan or any
outstanding Award for any purpose which may at the time be permitted by law, or
may at any time terminate the Plan as to any further grants of Awards, provided
that (except to the extent expressly required or permitted by the Plan) no such
amendment will, without the approval of the stockholders of the Company,
effectuate a change for which stockholder approval is required in order for the
Plan to continue to qualify for the award of ISOs under Section 422 of the Code
or for the award of performance-based compensation under Section 162(m) of the
Code, where the compensation is intended by the Committee to so comply.

10.      GOVERNING LAW

         The Plan shall be construed in accordance with the General Corporation
Law of the State of Delaware.