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                                                                  EXHIBIT 10.20



                              JCC HOLDING COMPANY
                         1998 LONG-TERM INCENTIVE PLAN

                                   ARTICLE I
                                    PURPOSE

         1.1      GENERAL. The purpose of the JCC Holding Company 1998
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance
the value, of JCC Holding Company (the "Company"), by linking the personal
interests of its employees, officers, consultants and directors to those of
Company stockholders and by providing such persons with an incentive for
outstanding performance. The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the services of
employees, officers, consultants and directors upon whose judgment, interest,
and special effort the successful conduct of the Company's operation is largely
dependent. Accordingly, the Plan permits the grant of incentive awards from
time to time to selected employees, officers, consultants and directors;
provided, however, to the extent necessary to preserve the employee benefits
plan exemption under applicable state blue sky laws, no non-employee director
or consultant of the Company will be eligible to receive Awards under the Plan
until such time, if any, as the Stock shall be traded on a national securities
exchange or on the Nasdaq National Market.

                                   ARTICLE 2
                                 EFFECTIVE DATE

         2.1      EFFECTIVE DATE. The Plan shall be effective as of the date
upon which it shall be approved by the Board. However, the Plan shall be
submitted to the stockholders of the Company for approval within 12 months of
the Board's approval thereof. No Incentive Stock Options granted under the Plan
may be exercised prior to approval of the Plan by the stockholders and if the
stockholders fail to approve the Plan within 12 months of the Board's approval
thereof, any Incentive Stock Options previously granted hereunder shall be
automatically converted to Non-Qualified Stock Options without any further act.
In the discretion of the Committee, Awards may be made to Covered Employees
which are intended to constitute qualified performance-based compensation under
Code Section 162(m). Any such Awards shall be contingent upon the stockholders
having approved the Plan.

                                   ARTICLE 3
                                  DEFINITIONS

         3.1      DEFINITIONS. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to
it in this Section or in Section 1.1 unless a clearly different meaning is
required by the context. The following words and phrases shall have the
following meanings:
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                  (a)      "Award" means any Option, Stock Appreciation Right,
         Restricted Stock Award, Performance Unit Award, Dividend Equivalent
         Award, or Other Stock-Based Award, or any other right or interest
         relating to Stock or cash, granted to a Participant under the Plan.

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

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

                  (d)      "Change in Control" means and includes each of the
         following:

                           (1)      The acquisition by any individual, entity
                  or group (within the meaning of Section 13(d)(3) or 14(d)(2)
                  of the 1934 Act) (a "Person") of beneficial ownership (within
                  the meaning of Rule 13d-3 promulgated under the 1934 Act) of
                  40% or more of the combined voting power of the then
                  outstanding voting securities of the Company entitled to vote
                  generally in the election of directors (the "Outstanding
                  Company Voting Securities"); provided, however, that for
                  purposes of this subsection (1), the following acquisitions
                  shall not constitute a Change of Control: (i) any acquisition
                  by a Person who is on the Effective Date the beneficial owner
                  of 40% or more of the Outstanding Company Voting Securities,
                  (ii) any acquisition directly from the Company, (iii) any
                  acquisition by the Company, (iv) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any corporation controlled by
                  the Company, or (v) any acquisition by any corporation
                  pursuant to a transaction which complies with clauses (i),
                  (ii) and (iii) of subsection (3) of this definition; or

                           (2)      Individuals who, as of the Effective Date,
                  constitute the Board (the "Incumbent Board") cease for any
                  reason to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director
                  subsequent to the Effective Date whose election, or
                  nomination for election by the Company's stockholders, was
                  approved by a vote of at least a majority of the directors
                  then comprising the Incumbent Board shall be considered as
                  though such individual were a member of the Incumbent Board,
                  but excluding, for this purpose, any such individual whose
                  initial assumption of office occurs as a result of an actual
                  or threatened election contest with respect to the election
                  or removal of directors or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  Person other than the Board; or

                           (3)      Consummation of a reorganization, merger or
                  consolidation or sale or other disposition of all or
                  substantially all of the assets of the Company (a "Business
                  Combination"), in each case, unless, following such



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                  Business Combination, (i) all or substantially all of the
                  individuals and entities who were the beneficial owners of
                  the Outstanding Company Voting Securities immediately prior
                  to such Business Combination beneficially own, directly or
                  indirectly, more than 66 2/3% of the combined voting power of
                  the then outstanding voting securities entitled to vote
                  generally in the election of directors of the corporation
                  resulting from such Business Combination (including, without
                  limitation, a corporation which as a result of such
                  transaction owns the Company or all or substantially all of
                  the Company's assets either directly or through one or more
                  subsidiaries) in substantially the same proportions as their
                  ownership, immediately prior to such Business Combination of
                  the Outstanding Company Voting Securities, and (ii) no Person
                  (excluding any corporation resulting from such Business
                  Combination or any employee benefit plan (or related trust)
                  of the Company or such corporation resulting from such
                  Business Combination) beneficially owns, directly or
                  indirectly, 40% or more of the combined voting power of the
                  then outstanding voting securities of such corporation except
                  to the extent that such ownership existed prior to the
                  Business Combination, and (iii) at least a majority of the
                  members of the board of directors of the corporation
                  resulting from such Business Combination were members of the
                  Incumbent Board at the time of the execution of the initial
                  agreement, or of the action of the Board, providing for such
                  Business Combination; or

                           (4)      Approval by the stockholders of the Company
                  of a complete liquidation or dissolution of the Company.

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

                  (f)      "Committee" means the committee of the Board
         described in Article 4.

                  (g)      "Company" means JCC Holding Company, a Delaware
         corporation.

                  (h)      "Covered Employee" means a covered employee as
         defined in Code Section 162(m)(3), provided that no employee shall be
         a Covered Employee until the deduction limitation of Code Section
         162(m) are applicable to the Company and any reliance period under
         Code Section 162(m) has expired, as described in Section 16.15 hereof.

                  (i)      "Disability" shall mean any illness or other
         physical or mental condition of a Participant that renders the
         Participant incapable of performing his customary and usual duties for
         the Company, or any medically determinable illness or other physical
         or mental condition resulting from a bodily injury, disease or mental
         disorder which, in the judgment of the Committee, is permanent and



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         continuous in nature. The Committee may require such medical or other
         evidence as it deems necessary to judge the nature and permanency of
         the Participant's condition.

                  (j)      "Dividend Equivalent" means a right granted to a
         Participant under Article 11.

                  (k)      "Effective Date" has the meaning assigned such term
         in Section 2.1.

                  (l)      "Fair Market Value", on any date, means (i) if the
         Stock is listed on a securities exchange or is traded over the Nasdaq
         National Market, the closing sales price on such exchange or over such
         system on such date or, in the absence of reported sales on such date,
         the closing sales price on the immediately preceding date on which
         sales were reported, or (ii) if the Stock is not listed on a
         securities exchange or traded over the Nasdaq National Market, the
         mean between the bid and offered prices as quoted by Nasdaq for such
         date, provided that if it is determined that the fair market value is
         not properly reflected by such Nasdaq quotations, Fair Market Value
         will be determined by such other method as the Committee determines in
         good faith to be reasonable.

                  (m)      "Incentive Stock Option" means an Option that is
         intended to meet the requirements of Section 422 of the Code or any
         successor provision thereto.

                  (n)      "Non-Qualified Stock Option" means an Option that is
         not an Incentive Stock Option.

                  (o)      "Option" means a right granted to a Participant
         under Article 7 of the Plan to purchase Stock at a specified price
         during specified time periods. An Option may be either an Incentive
         Stock Option or a Non-Qualified Stock Option.

                  (p)      "Other Stock-Based Award" means a right, granted to
         a Participant under Article 12, that relates to or is valued by
         reference to Stock or other Awards relating to Stock.

                  (q)      "Parent" means a corporation which owns or
         beneficially owns a majority of the outstanding voting stock or voting
         power of the Company. For Incentive Stock Options, the term shall have
         the same meaning as set forth in Code Section 424(e).

                  (r)      "Participant" means a person who, as an employee,
         officer, consultant or director of the Company or any Subsidiary, has
         been granted an Award under the Plan.

                  (s)      "Performance Unit" means a right granted to a
         Participant under Article 9, to receive cash, Stock, or other Awards,
         the payment of which is



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         contingent upon achieving certain performance goals established by the
         Committee.

                  (t)      "Plan" means the JCC Holding Company 1998 Long-Term
         Incentive Plan, as amended from time to time.

                  (u)      "Restricted Stock Award" means Stock granted to a
         Participant under Article 10 that is subject to certain restrictions
         and to risk of forfeiture.

                  (v)      "Stock" means the $0.01 par value Class A Common
         Stock of the Company, and after the Transition Date, the $0.01 par
         value Unclassified Common Stock of the Company, and such other
         securities of the Company as may be substituted for Stock pursuant to
         Article 14.

                  (w)      "Stock Appreciation Right" or "SAR" means a right
         granted to a Participant under Article 8 to receive a payment equal to
         the difference between the Fair Market Value of a share of Stock as of
         the date of exercise of the SAR over the grant price of the SAR, all
         as determined pursuant to Article 8.

                  (x)      "Subsidiary" means any corporation, limited
         liability company, partnership or other entity of which a majority of
         the outstanding voting stock or voting power is beneficially owned
         directly or indirectly by the Company. For Incentive Stock Options,
         the term shall have the meaning set forth in Code Section 424(f).

                  (y)      "Transition Date" has the meaning set forth in the
         Restated Certificate of Incorporation of the Company.

                  (z)      "1933 Act" means the Securities Act of 1933, as
         amended from time to time.

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

                                   ARTICLE 4
                                 ADMINISTRATION

         4.1      COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or, at the discretion of the Board from time to time, by
the Board. The Committee shall consist of two or more members of the Board. It
is intended that the directors appointed to serve on 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 Code Section
162(m) and the regulations thereunder) to the extent that Rule 16b-3 and, if
necessary for relief from the limitation under Code Section 162(m) and such
relief is sought by the Company, Code Section 162(m),



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respectively, are applicable. However, the mere fact that a Committee member
shall fail to qualify under either of the foregoing requirements shall not
invalidate any Award made by the Committee which Award is otherwise validly
made under the Plan. The members of the Committee shall be appointed by, and
may be changed at any time and from time to time in the discretion of, the
Board. During any time that the Board is acting as administrator of the Plan,
it shall have all the powers of the Committee hereunder, and any reference
herein to the Committee (other than in this Section 4.1) shall include the
Board.

         4.2      ACTION BY THE COMMITTEE. For purposes of administering the
Plan, the following rules of procedure shall govern the Committee. A majority
of the Committee shall constitute a quorum. The acts of a majority of the
members present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Parent or Subsidiary, the Company's independent certified public accountants,
or any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.

         4.3      AUTHORITY OF COMMITTEE. The Committee has the exclusive 
power, authority and discretion to:

                  (a)      Designate Participants;

                  (b)      Determine the type or types of Awards to be granted
         to each Participant;

                  (c)      Determine the number of Awards to be granted and the
         number of shares of Stock to which an Award will relate;

                  (d)      Determine the terms and conditions of any Award
         granted under the Plan, including but not limited to, the exercise
         price, grant price, or purchase price, any restrictions or limitations
         on the Award, any schedule for lapse of forfeiture restrictions or
         restrictions on the exercisability of an Award, and accelerations or
         waivers thereof, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (e)      Accelerate the vesting or lapse of restrictions of
         any outstanding Award, based in each case on such considerations as
         the Committee in its sole discretion determines;

                  (f)      Determine whether, to what extent, and under what
         circumstances an Award may be settled in, 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;



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                  (g)      Prescribe the form of each Award Agreement, which
         need not be identical for each Participant;

                  (h)      Decide all other matters that must be determined in
         connection with an Award;

                  (i)      Establish, adopt or revise any rules and regulations
         as it may deem necessary or advisable to administer the Plan;

                  (j)      Make all other decisions and determinations that may
         be required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan; and

                  (k)      Amend the Plan or any Award Agreement as provided
         herein.

         4.4.     DECISIONS BINDING. The Committee's interpretation of the
Plan, any Awards granted under the Plan, any Award Agreement and all decisions
and determinations by the Committee with respect to the Plan are final,
binding, and conclusive on all parties.

                                   ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1.     NUMBER OF SHARES. Subject to adjustment as provided in
Section 14.1, the aggregate number of shares of Stock reserved and available
for Awards or which may be used to provide a basis of measurement for or to
determine the value of an Award (such as with a Stock Appreciation Right or
Performance Unit Award) shall be 750,000, of which not more than 10% may be
granted as Awards of Restricted Stock or unrestricted Stock Awards.

         5.2.     LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires or lapses for any reason, any shares of Stock subject to
the Award will again be available for the grant of an Award under the Plan and
shares subject to SARs or other Awards settled in cash will be available for
the grant of an Award under the Plan.

         5.3.     STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market.

         5.4.     LIMITATION ON AWARDS. Notwithstanding any provision in the
Plan to the contrary, the maximum number of shares of Stock with respect to one
or more Options and/or SARs that may be granted during any one calendar year
under the Plan to any one Covered Employee shall be 750,000. The maximum fair
market value (measured as of the date of grant) of any Awards other than
Options and SARs that may be received



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by a Covered Employee (less any consideration paid by the Participant for such
Award) during any one calendar year under the Plan shall be $2,000,000.

                                   ARTICLE 6
                                  ELIGIBILITY

         6.1.     GENERAL. Awards may be granted only to individuals who are
employees, officers, consultants or directors of the Company or a Parent or
Subsidiary; provided, however, that to the extent necessary to preserve the
employee benefits plan exemption under applicable state blue sky laws, no
non-employee director or consultant of the Company will be eligible to receive
Awards under the Plan until such time, if any, as the Company's common stock
shall be traded on a national securities exchange or on the Nasdaq National
Market.

                                   ARTICLE 7
                                 STOCK OPTIONS

         7.1.     GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a)      EXERCISE PRICE. The exercise price per share of
         Stock under an Option shall be determined by the Committee, provided
         that the exercise price for any Option shall not be less than the Fair
         Market Value as of the date of the grant.

                  (b)      TIME AND CONDITIONS OF EXERCISE. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part. The Committee also shall determine the performance
         or other conditions, if any, that must be satisfied before all or part
         of an Option may be exercised. The Committee may waive any exercise
         provisions at any time in whole or in part based upon factors as the
         Committee may determine in its sole discretion so that the Option
         becomes exerciseable at an earlier date.

                  (c)      PAYMENT. The Committee shall determine the methods
         by which the exercise price of an Option may be paid, the form of
         payment, including, without limitation, cash, shares of Stock, or
         other property (including "cashless exercise" arrangements), and the
         methods by which shares of Stock shall be delivered or deemed to be
         delivered to Participants; provided that if shares of Stock
         surrendered in payment of the exercise price were themselves acquired
         otherwise than on the open market, such shares shall have been held by
         the Participant for at least six months.



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                  (d)      EVIDENCE OF GRANT. All Options shall be evidenced by
         a written Award Agreement between the Company and the Participant. The
         Award Agreement shall include such provisions, not inconsistent with
         the Plan, as may be specified by the Committee.

                  (e)      ADDITIONAL OPTIONS UPON EXERCISE. The Committee may,
         in its sole discretion, provide in an Award Agreement, or in an
         amendment thereto, for the automatic grant of a new Option to any
         Participant who delivers shares of Stock as full or partial payment of
         the exercise price of the original Option. Any new Option granted in
         such a case (i) shall be for the same number of shares of Stock as the
         Participant delivered in exercising the original Option, (ii) shall
         have an exercise price of 100% of the Fair Market Value of the
         surrendered shares of Stock on the date of exercise of the original
         Option (the grant date for the new Option), and (iii) shall have a
         term equal to the unexpired term of the original Option.

         7.2.     INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:

                  (a)      EXERCISE PRICE. The exercise price per share of
         Stock shall be set by the Committee, provided that the exercise price
         for any Incentive Stock Option shall not be less than the Fair Market
         Value as of the date of the grant.

                  (b)      EXERCISE. In no event may any Incentive Stock Option
         be exercisable for more than ten years from the date of its grant.

                  (c)      LAPSE OF OPTION. An Incentive Stock Option shall
         lapse under the earliest of the following circumstances; provided,
         however, that the Committee may, prior to the lapse of the Incentive
         Stock Option under the circumstances described in paragraphs (3), (4)
         and (5) below, provide in writing that the Option will extend until a
         later date, but if Option is exercised after the dates specified in
         paragraphs (3), (4) and (5) below, it will automatically become a
         Non-Qualified Stock Option:

                           (1)      The Incentive Stock Option shall lapse as
                  of the option expiration date set forth in the Award
                  Agreement.

                           (2)      The Incentive Stock Option shall lapse ten
                  years after it is granted, unless an earlier time is set in
                  the Award Agreement.

                           (3)      If the Participant terminates employment
                  for any reason other than as provided in paragraph (4) or (5)
                  below, the Incentive Stock Option shall lapse, unless it is
                  previously exercised, three months after the Participant's
                  termination of employment; provided, however, that if the
                  Participant's employment is terminated by the Company for
                  cause or by the



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                  Participant without the consent of the Company, the Incentive
                  Stock Option shall (to the extent not previously exercised)
                  lapse immediately.

                           (4)      If the Participant terminates employment by
                  reason of his Disability, the Incentive Stock Option shall
                  lapse, unless it is previously exercised, one year after the
                  Participant's termination of employment.

                           (5)      If the Participant dies while employed, or
                  during the three-month period described in paragraph (3) or
                  during the one-year period described in paragraph (4) and
                  before the Option otherwise lapses, the Option shall lapse
                  one year after the Participant's death. Upon the
                  Participant's death, any exercisable Incentive Stock Options
                  may be exercised by the Participant's beneficiary, determined
                  in accordance with Section 13.6.

                  Unless the exercisability of the Incentive Stock Option is
         accelerated as provided in Article 13, if a Participant exercises an
         Option after termination of employment, the Option may be exercised
         only with respect to the shares that were otherwise vested on the
         Participant's termination of employment.

                  (d)      INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair
         Market Value (determined as of the time an Award is made) of all
         shares of Stock with respect to which Incentive Stock Options are
         first exercisable by a Participant in any calendar year may not exceed
         $100,000.00.

                  (e)      TEN PERCENT OWNERS. No Incentive Stock Option shall
         be granted to any individual who, at the date of grant, owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Company or any Parent or Subsidiary unless
         the exercise price per share of such Option is at least 110% of the
         Fair Market Value per share of Stock at the date of grant and the
         Option expires no later than five years after the date of grant.

                  (f)      EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of
         an Incentive Stock Option may be made pursuant to the Plan after the
         day immediately prior to the tenth anniversary of the Effective Date.

                  (g)      RIGHT TO EXERCISE. During a Participant's lifetime,
         an Incentive Stock Option may be exercised only by the Participant or,
         in the case of the Participant's Disability, by the Participant's
         guardian or legal representative.

                  (h)      DIRECTORS. The Committee may not grant an Incentive
         Stock Option to a non-employee director. The Committee may grant an
         Incentive Stock Option to a director who is also an employee of the
         Company or Parent or Subsidiary but only in that individual's position
         as an employee and not as a director.



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                                   ARTICLE 8
                           STOCK APPRECIATION RIGHTS

         8.1.     GRANT OF SARs. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:

                  (a)      RIGHT TO PAYMENT. Upon the exercise of a Stock
         Appreciation Right, the Participant to whom it is granted has the
         right to receive the excess, if any, of:

                          (1)       The Fair Market Value of one share of Stock
                  on the date of exercise; over

                          (2)       The grant price of the Stock Appreciation
                  Right as determined by the Committee, which shall not be less
                  than the Fair Market Value of one share of Stock on the date
                  of grant.

                  (b)      OTHER TERMS. All awards of Stock Appreciation Rights
         shall be evidenced by an Award Agreement. The terms, methods of
         exercise, methods of settlement, form of consideration payable in
         settlement, and any other terms and conditions of any Stock
         Appreciation Right shall be determined by the Committee at the time of
         the grant of the Award and shall be reflected in the Award Agreement.

                                   ARTICLE 9
                               PERFORMANCE UNITS

         9.1.     GRANT OF PERFORMANCE UNITS. The Committee is authorized to
grant Performance Units to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Units granted to each Participant. All
Awards of Performance Units shall be evidenced by an Award Agreement.

         9.2.     RIGHT TO PAYMENT. A grant of Performance Units gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable by, the Participant to whom the Performance Units are granted, in
whole or in part, as the Committee shall establish at grant or thereafter. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Units in its discretion which, depending on the extent to
which they are met, will determine the number and value of Performance Units
that will be paid to the Participant.

         9.3.     OTHER TERMS. Performance Units may be payable in cash, Stock,
or other property, and have such other terms and conditions as determined by
the Committee and reflected in the Award Agreement.



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                                   ARTICLE 10
                            RESTRICTED STOCK AWARDS

         10.1.    GRANT OF RESTRICTED STOCK. The Committee is authorized to
make Awards of Restricted Stock to Participants in such amounts and subject to
such terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

         10.2.    ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

         10.3.    FORFEITURE. Except as otherwise determined by the Committee
at the time of the grant of the Award or thereafter, upon termination of
employment during the applicable restriction period or upon failure to satisfy
a performance goal during the applicable restriction period, Restricted Stock
that is at that time subject to restrictions shall be forfeited and reacquired
by the Company; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or
in part restrictions or forfeiture conditions relating to Restricted Stock.

         10.4.    CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall
determine. If certificates representing shares of Restricted Stock are
registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock.

                                   ARTICLE 11
                              DIVIDEND EQUIVALENTS

         11.1     GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to
grant Dividend Equivalents to Participants subject to such terms and conditions
as may be selected by the Committee. Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Award, as determined by
the Committee. The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.



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                                   ARTICLE 12
                           OTHER STOCK-BASED AWARDS

         12.1.    GRANT OF OTHER STOCK-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part
by reference to, or otherwise based on or related to shares of Stock, as deemed
by the Committee to be consistent with the purposes of the Plan, including
without limitation shares of Stock awarded purely as a "bonus" and not subject
to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into shares of Stock, and Awards
valued by reference to book value of shares of Stock or the value of securities
of or the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards.

                                   ARTICLE 13
                        PROVISIONS APPLICABLE TO AWARDS

         13.1.    STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution for another
Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Awards granted in addition to or
in tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.

         13.2.    EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 14.1), based on the terms and conditions
the Committee determines and communicates to the Participant at the time the
offer is made.

         13.3.    TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

         13.4.    FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Agreement, payments or transfers to be made by
the Company or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance
with rules adopted by, and at the discretion of, the Committee.



                                    - 13 -
<PAGE>   14

         13.5.    LIMITS ON TRANSFER. No right or interest of a Participant in
any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or a Parent or Subsidiary,
or shall be subject to any lien, obligation, or liability of such Participant
to any other party other than the Company or a Parent or Subsidiary. No
unexercised or restricted Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
except in the case of an Incentive Stock Option, pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code if such
Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated
taxation, (ii) does not cause any Option intended to be an incentive stock
option to fail to be described in Code Section 422(b), and (iii) is otherwise
appropriate and desirable, taking into account any factors deemed relevant,
including without limitation, any state or federal tax or securities laws or
regulations applicable to transferable Awards.

         13.6     BENEFICIARIES. Notwithstanding Section 13.5, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award
Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. If no beneficiary has been
designated or survives the Participant, payment shall be made to the
Participant's estate. Subject to the foregoing, a beneficiary designation may
be changed or revoked by a Participant at any time provided the change or
revocation is filed with the Committee.

         13.7.    STOCK CERTIFICATES. All Stock certificates delivered under
the Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         13.8     ACCELERATION UPON DEATH OR DISABILITY. Notwithstanding any
other provision in the Plan or any Participant's Award Agreement to the
contrary, upon the Participant's death or Disability during his employment or
service as a consultant or director, all outstanding Options, Stock
Appreciation Rights, and other Awards in the nature of rights that may be
exercised shall become fully exercisable and all restrictions on outstanding
Awards shall lapse. Any Option or Stock Appreciation Rights Awards shall
thereafter continue or lapse in accordance with the other provisions of the
Plan and the Award Agreement. To the extent that this provision causes
Incentive Stock Options to exceed the dollar limitation set forth in Section
7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options.



                                    - 14 -
<PAGE>   15

         13.9.    ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise
provided in the Award Agreement, upon the occurrence of a Change in Control,
all outstanding Options, Stock Appreciation Rights, and other Awards in the
nature of rights that may be exercised shall become fully exercisable and all
restrictions on outstanding Awards shall lapse; provided, however that such
acceleration will not occur if, in the opinion of the Company's accountants,
such acceleration would preclude the use of "pooling of interest" accounting
treatment for a Change in Control transaction that (a) would otherwise qualify
for such accounting treatment, and (b) is contingent upon qualifying for such
accounting treatment. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         13.10.   ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
CONTROL. In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3.1) but
which the Board of Directors deems to be, or to be reasonably likely to lead
to, an effective change in control of the Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of the 1934
Act, the Committee may in its sole discretion declare all outstanding Options,
Stock Appreciation Rights, and other Awards in the nature of rights that may be
exercised to be fully exercisable, and/or all restrictions on all outstanding
Awards to have lapsed, in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of
such transaction or event. To the extent that this provision causes Incentive
Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the
excess Options shall be deemed to be Non-Qualified Stock Options.

         13.11.   ACCELERATION FOR ANY OTHER REASON. Regardless of whether an
event has occurred as described in Section 13.9 or 13.10 above, the Committee
may in its sole discretion at any time determine that all or a portion of a
Participant's Options, Stock Appreciation Rights, and other Awards in the
nature of rights that may be exercised shall become fully or partially
exercisable, and/or that all or a part of the restrictions on all or a portion
of the outstanding Awards shall lapse, in each case, as of such date as the
Committee may, in its sole discretion, declare. The Committee may discriminate
among Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 13.11.

         13.12    EFFECT OF ACCELERATION. If an Award is accelerated under
Section 13.9 or 13.10, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to the transaction giving rise to the acceleration or otherwise
be equitably converted in connection with such transaction, or (iv) any
combination of the foregoing. The Committee's determination need not be uniform
and



                                    - 15 -
<PAGE>   16

may be different for different Participants whether or not such Participants
are similarly situated.

         13.13.   PERFORMANCE GOALS. The Committee may determine that any Award
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Company or a Parent or Subsidiary of a specified
target return, or target growth in return, on equity or assets, (b) the
Company's, Parent's or Subsidiary's stock price, (c) the achievement by an
individual or a business unit of the Company, Parent or Subsidiary of a
specified target, or target growth in, revenues, net income or earnings per
share, (d) the achievement of objectively determinable goals with respect to
service or product delivery, service or product quality, customer satisfaction,
meeting budgets and/or retention of employees or (e) any combination of the
goals set forth in (a) through (d) above. If an Award is made on such basis,
the Committee shall establish goals prior to the beginning of the period for
which such performance goal relates (or such later date as may be permitted
under Code Section 162(m) or the regulations thereunder) and the Committee may
for any reason reduce (but not increase) any Award, notwithstanding the
achievement of a specified goal. Any payment of an Award granted with
performance goals shall be conditioned on the written certification of the
Committee in each case that the performance goals and any other material
conditions were satisfied.

         13.14.   TERMINATION OF EMPLOYMENT. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive. A
termination of employment shall not occur in a circumstance in which a
Participant transfers from the Company to one of its Parents or Subsidiaries,
transfers from a Parent or Subsidiary to the Company, or transfers from one
Parent or Subsidiary to another Parent or Subsidiary.

                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE

         14.1.    GENERAL. In the event a stock dividend is declared upon the
Stock, the shares of Stock then subject to each Award shall be increased
proportionately without any change in the aggregate purchase price therefor. In
the event the Stock shall be changed into or exchanged for a different number
or class of shares of stock or securities of the Company or of another
corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, there shall be substituted for each such share of Stock then
subject to each Award the number and class of shares into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the shares then subject to each Award, or, subject
to Section 15.2, there shall be made such other equitable adjustment as the
Committee shall approve.



                                    - 16 -
<PAGE>   17

                                   ARTICLE 15
                    AMENDMENT, MODIFICATION AND TERMINATION

         15.1.    AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate
the Plan without stockholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
stockholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities or other applicable laws, policies or
regulations.

         15.2     AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however, that, subject to the terms of
the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of
such Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination. No termination,
amendment, or modification of the Plan shall adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant.

                                   ARTICLE 16
                               GENERAL PROVISIONS

         16.1.    NO RIGHTS TO AWARDS. No Participant or eligible participant
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants or eligible
participants uniformly.

         16.2.    NO SHAREHOLDER RIGHTS. No Award gives the Participant any of
the rights of a stockholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         16.3.    WITHHOLDING. The Company or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes (including the Participant's FICA obligation) required
by law to be withheld with respect to any taxable event arising as a result of
the Plan. With respect to withholding required upon any taxable event under the
Plan, the Committee may, at the time the Award is granted or thereafter,
require that any such withholding requirement be satisfied, in whole or in
part, by withholding shares of Stock having a Fair Market Value on the date of
withholding equal to the amount required to be withheld for tax purposes, all
in accordance with such procedures as the Committee establishes.

         16.4.    NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company or any Parent or Subsidiary to terminate any Participant's employment
or status as an officer,



                                    - 17 -
<PAGE>   18

director or consultant at any time, nor confer upon any Participant any right
to continue as an employee, officer, director or consultant of the Company or
any Parent or Subsidiary.

         l6.5.    UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Parent or
Subsidiary.

         16.6.    INDEMNIFICATION. To the extent allowable under applicable
law, each member of the Committee shall be indemnified and held harmless by the
Company from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.

         16.7.    RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan
of the Company or any Parent or Subsidiary unless provided otherwise in such
other plan.

         16.8.    EXPENSES. The expenses of administering the Plan shall be
borne by the Company and its Parents or Subsidiaries.

         16.9.    TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         16.10.   GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         16.11.   FRACTIONAL SHARES. No fractional shares of Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall
be eliminated by rounding up.

         16.12.   GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to make payment of awards in Stock or otherwise shall be subject to all



                                    - 18 -
<PAGE>   19

applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock paid under the Plan. The shares paid under the Plan may in certain
circumstances be exempt from registration under the 1933 Act, and the Company
may restrict the transfer of such shares in such manner as it deems advisable
to ensure the availability of any such exemption.

         16.13.   GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of Delaware.

         16.14    ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

         16.15    Code Section 162(m). The deduction limits of Code Section
162(m) and the regulation thereunder do not apply to the Company until such
time, if any, as any class of the Company's common equity securities is
registered under Section 12 of the 1934 Act or the Company otherwise meets the
definition of a "publicly held corporation" under Treasury Regulation
1.162-27(c) or any successor provision. Upon becoming a publicly held
corporation, the deduction limits of Code Section 162(m) and the regulations
thereunder shall not apply to compensation payable under this Plan until the
expiration of the reliance period described in Treasury Regulation 1.162-27(f)
or any successor regulation.




                                    - 19 -