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                                                                  EXHIBIT 10.24


                          CTI MOLECULAR IMAGING, INC.
                         2002 LONG-TERM INCENTIVE PLAN


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                          CTI MOLECULAR IMAGING, INC.
                         2002 LONG-TERM INCENTIVE PLAN

                               TABLE OF CONTENTS


<TABLE>
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ARTICLE 1  PURPOSE......................................................................1
         1.1      General...............................................................1
ARTICLE 2  DEFINITIONS..................................................................1
         2.1      Definitions...........................................................1
ARTICLE 3  EFFECTIVE DATE...............................................................7
         3.1      Effective Date........................................................7
ARTICLE 4  ADMINISTRATION...............................................................8
         4.1      Committee.............................................................8
         4.2      Actions and Interpretations by the Committee..........................8
         4.3      Authority of Committee................................................8
         4.4      Award Certificates....................................................10
ARTICLE 5  SHARES SUBJECT TO THE PLAN...................................................10
         5.1      Number of Shares......................................................10
         5.2      Lapsed Awards.........................................................10
         5.3      Stock Distributed.....................................................10
         5.4      Limitation on Awards..................................................10
ARTICLE 6  ELIGIBILITY..................................................................11
         6.1      General...............................................................11
ARTICLE 7  STOCK OPTIONS................................................................11
         7.1      General...............................................................11
         7.2      Incentive Stock Options...............................................12
ARTICLE 8  STOCK APPRECIATION RIGHTS....................................................13
         8.1      Grant of Stock Appreciation Rights....................................13
ARTICLE 9  PERFORMANCE AWARDS...........................................................14
         9.1      Grant of Performance Awards...........................................14
         9.2      Performance Goals.....................................................14
         9.3      Right to Payment......................................................15
</TABLE>


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<TABLE>
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         9.4      Other Terms...........................................................15
ARTICLE 10  RESTRICTED STOCK AWARDS.....................................................15
         10.1     Grant of Restricted Stock.............................................15
         10.2     Issuance and Restrictions.............................................15
         10.3     Forfeiture............................................................15
         10.4     Certificates for Restricted Stock.....................................16
ARTICLE 11  DIVIDEND EQUIVALENTS........................................................16
         11.1     Grant of Dividend Equivalents.........................................16
ARTICLE 12  STOCK OR OTHER STOCK-BASED AWARDS...........................................16
         12.1     Grant of Stock or Other Stock-Based Awards............................16
ARTICLE 13  PROVISIONS APPLICABLE TO AWARDS.............................................17
         13.1     Stand-Alone, Tandem, and Substitute Awards............................17
         13.2     Term of Awards........................................................17
         13.3     Form of Payment of Awards.............................................17
         13.4     Limits on Transfer....................................................17
         13.5     Beneficiaries.........................................................17
         13.6     Stock Certificates....................................................18
         13.7     Acceleration upon Death or Disability.................................18
         13.8     Acceleration upon a Change of Control.................................18
         13.9     Acceleration for Other Reasons........................................18
         13.10    Effect of Acceleration................................................18
         13.11    Qualified Performance-Based Awards....................................19
         13.12    Termination of Employment.............................................20
         13.13    Loans or Guarantees...................................................20
ARTICLE 14  CHANGES IN CAPITAL STRUCTURE................................................21
         14.1     General...............................................................21
ARTICLE 15  AMENDMENT, MODIFICATION AND TERMINATION.....................................21
         15.1     Amendment, Modification and Termination...............................21
         15.2     Awards Previously Granted.............................................22
ARTICLE 16  GENERAL PROVISIONS..........................................................22
         16.1     No Rights to Awards; Non-Uniform Determinations.......................22
         16.2     No Stockholder Rights.................................................22
</TABLE>


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<TABLE>
         <S>                                                                            <C>
         16.3     Withholding...........................................................22
         16.4     No Right to Continued Service.........................................23
         16.5     Unfunded Status of Awards.............................................23
         16.6     Indemnification.......................................................23
         16.7     Relationship to Other Benefits........................................23
         16.8     Expenses..............................................................23
         16.9     Titles and Headings...................................................23
         16.10    Gender and Number.....................................................24
         16.11    Fractional Shares.....................................................24
         16.12    Government and Other Regulations......................................24
         16.13    Governing Law.........................................................24
         16.14    Additional Provisions.................................................25
         16.15    No Limitations on Rights of Company...................................25
         16.16    Code Section 162(m)...................................................25
</TABLE>


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                          CTI MOLECULAR IMAGING, INC.
                         2002 LONG-TERM INCENTIVE PLAN

                                   ARTICLE 1
                                    PURPOSE

         1.1      GENERAL. The purpose of the CTI Molecular Imaging, Inc. 2002
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance
the value, of CTI Molecular Imaging, Inc. (the "Company"), by linking the
personal interests of employees, officers, and directors and consultants of the
Company or any Affiliate (as defined below) 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,
directors and consultants 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, directors and consultants of the Company and
its Affiliates.

                                   ARTICLE 2
                                  DEFINITIONS

         2.1      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:

                  (a)      "Affiliate" means (i) any Subsidiary or Parent, or
         (ii) an entity that directly or through one or more intermediaries
         controls, is controlled by or is under common control with, the
         Company, as determined by the Committee.

                  (b)      "Award" means any Option, Stock Appreciation Right,
         Restricted Stock Award, Performance 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.

                  (c)      "Award Certificate" means a written document, in
         such form as the Committee prescribes from time to time, setting forth
         the terms and conditions of an Award.

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

                  (e)      "Cause" as a reason for a Participant's termination
         of employment shall have the meaning assigned such term in the
         employment agreement, if any,


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         between such Participant and the Company or an affiliated company,
         provided, however that if there is no such employment agreement in
         which such term is defined, "Cause" shall mean any of the following
         acts by the Participant, as determined by the Board: gross neglect of
         duty, prolonged absence from duty without the consent of the Company,
         intentionally engaging in any activity that is in conflict with or
         adverse to the business or other interests of the Company, or willful
         misconduct, misfeasance or malfeasance of duty which is reasonably
         determined to be detrimental to the Company.

                  (f)      "Change of Control" means and includes the
         occurrence of any one of the following events but shall specifically
         exclude a Public Offering:

                           (i)      individuals who, on the Effective Date,
                  constitute the Board of Directors of the Company (the
                  "Incumbent Directors") cease for any reason to constitute at
                  least a majority of such Board, provided that any person
                  becoming a director after the Effective Date and whose
                  election or nomination for election was approved by a vote of
                  at least a majority of the Incumbent Directors then on the
                  Board shall be an Incumbent Director; provided, however, that
                  no individual initially elected or nominated as a director of
                  the Company as a result of an actual or threatened election
                  contest with respect to the election or removal of directors
                  ("Election Contest") or other actual or threatened
                  solicitation of proxies or consents by or on behalf of any
                  "person" (such term for purposes of this definition being as
                  defined in Section 3(a)(9) of the Exchange Act and as used in
                  Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than
                  the Board ("Proxy Contest"), including by reason of any
                  agreement intended to avoid or settle any Election Contest or
                  Proxy Contest, shall be deemed an Incumbent Director; or

                           (ii)     any person is or becomes a "beneficial
                  owner" (as defined in Rule 13d-3 under the Exchange Act),
                  directly or indirectly, of either (A) 35% or more of the
                  then-outstanding shares of common stock of the Company
                  ("Company Common Stock") or (B) securities of the Company
                  representing 35% or more of the combined voting power of the
                  Company's then outstanding securities eligible to vote for
                  the election of directors (the "Company Voting Securities");
                  provided, however, that for purposes of this subsection (ii),
                  the following acquisitions shall not constitute a Change of
                  Control: (w) an acquisition directly from the Company, (x) an
                  acquisition by the Company or a Subsidiary of the Company,
                  (y) an acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Company or any
                  Subsidiary of the Company, or (z) an acquisition pursuant to
                  a Non-Qualifying Transaction (as defined in subsection (iii)
                  below); or

                           (iii)    the consummation of a reorganization,
                  merger, consolidation, statutory share exchange or similar
                  form of corporate


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                  transaction involving the Company or a Subsidiary (a
                  "Reorganization"), or the sale or other disposition of all or
                  substantially all of the Company's assets (a "Sale") or the
                  acquisition of assets or stock of another corporation (an
                  "Acquisition"), unless immediately following such
                  Reorganization, Sale or Acquisition: (A) all or substantially
                  all of the individuals and entities who were the beneficial
                  owners, respectively, of the outstanding Company Common Stock
                  and outstanding Company Voting Securities immediately prior
                  to such Reorganization, Sale or Acquisition beneficially own,
                  directly or indirectly, more than 50% of, respectively, the
                  then outstanding shares of common stock and the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors, as
                  the case may be, of the corporation resulting from such
                  Reorganization, Sale or Acquisition (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 or stock either directly or through one
                  or more subsidiaries, the "Surviving Company") in
                  substantially the same proportions as their ownership,
                  immediately prior to such Reorganization, Sale or
                  Acquisition, of the outstanding Company Common Stock and the
                  outstanding Company Voting Securities, as the case may be,
                  and (B) no person (other than (w) the Company or any
                  Subsidiary of the Company, (x) the Surviving Company or its
                  ultimate parent corporation, (y) any employee benefit plan
                  (or related trust) sponsored or maintained by any of the
                  foregoing, or (z) any person acquiring Company Common Stock
                  or Company Voting Securities, as the case may be, directly
                  from the Company) is the beneficial owner, directly or
                  indirectly, of 35% or more of the total common stock or 35%
                  or more of the total voting power of the outstanding voting
                  securities eligible to elect directors of the Surviving
                  Company, and (C) at least a majority of the members of the
                  board of directors of the Surviving Company were Incumbent
                  Directors at the time of the Board's approval of the
                  execution of the initial agreement providing for such
                  Reorganization, Sale or Acquisition (any Reorganization, Sale
                  or Acquisition which satisfies all of the criteria specified
                  in (A), (B) and (C) above shall be deemed to be a
                  "Non-Qualifying Transaction"); or

                           (iv)     approval by the stockholders of the Company
                  of a complete liquidation or dissolution of the Company.

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

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

                  (i)      "Company" means CTI Molecular Imaging, Inc., its
         successors and assigns.


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                  (j)      "Continuous Status as a Participant" means the
         absence of any interruption or termination of service as an employee,
         officer, consultant or director of the Company or an Affiliate, as
         applicable. Continuous Status as a Participant shall not be considered
         interrupted in the case of any leave of absence authorized in writing
         by the Company prior to its commencement.

                  (k)      "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 limitations 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 16.16 hereof.

                  (l)      "Director Option" means an Option granted to a
         Non-Employee Director under the Plan.

                  (m)      "Disability" or "Disabled" has the same meaning as
         provided in the long-term disability plan or policy maintained by the
         Company or if applicable, most recently maintained, by the Company or
         if applicable, an Affiliate, for the Participant, whether or not such
         Participant actually receives disability benefits under such plan or
         policy. If no long-term disability plan or policy was ever maintained
         on behalf of Participant or if the determination of Disability relates
         to an Incentive Stock Option, Disability means Permanent and Total
         Disability as defined in Section 22(e)(3) of the Code. In the event of
         a dispute, the determination whether a Participant is Disabled will be
         made by the Committee and may be supported by the advice of a
         physician competent in the area to which such Disability relates.

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

                  (o)      "Effective Date" has the meaning assigned such term
         in Section 3.1.

                  (p)      "Eligible Participant" means an employee, officer,
         consultant or director of the Company or any Affiliate. To the extent
         necessary to preserve the employee benefits plan exemption under
         applicable state securities, until such time, if any, as the Company's
         common stock shall be traded on an Exchange, the term "Eligible
         Participant" shall exclude any person who is not an employee of the
         Company or an Affiliate.

                  (q)      "Exchange" means the Nasdaq National Market or any
         national securities exchange on which the Stock may from time to time
         be listed or traded.

                  (r)      "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


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         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.

                  (s)      "Good Reason" has the meaning assigned such term in
         the employment agreement, if any, between a Participant and the
         Company or an Affiliate, provided, however that if there is no such
         employment agreement in which such term is defined, and unless
         otherwise defined in the applicable Award Certificate, "Good Reason"
         shall mean any of the following acts by the Company or an Affiliate
         without the consent of the Participant (in each case, other than an
         isolated, insubstantial and inadvertent action not taken in bad faith
         and which is remedied by the Company or an Affiliate promptly after
         receipt of notice thereof given by the Participant): (i) the
         assignment to the Participant of duties materially inconsistent with,
         or a material diminution in, the Participant's position, authority,
         duties or responsibilities as in effect on the Grant Date, (ii) a
         reduction by the Company or an Affiliate in the Participant's base
         salary, (iii) the Company or an Affiliate requiring the Participant,
         without his or her consent, to be based at any office or location more
         than 35 miles from the location at which the Participant was stationed
         immediately prior to a Change of Control, or (iv) the material breach
         by the Company or an Affiliate of any employment agreement between the
         Participant and the Company or an Affiliate.

                  (t)      "Grant Date" means the date an Award is made by the
         Committee.

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

                  (v)      "Non-Employee Director" means a director of the
         Company who is not a common law employee of the Company or any
         Affiliate.

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

                  (x)      "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.

                  (y)      "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.


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                  (z)      "Parent" means a corporation which owns or
         beneficially owns a majority of the outstanding voting stock or voting
         power of the Company. Notwithstanding the above, with respect to an
         Incentive Stock Option, Parent shall have the meaning set forth in
         Section 424(e) of the Code.

                  (aa)     "Participant" means a person who, as an employee,
         officer, consultant or director of the Company or any Affiliate, has
         been granted an Award under the Plan; provided that in the case of the
         death of a Participant, the term "Participant" refers to a beneficiary
         designated pursuant to Section 13.5 or the legal guardian or other
         legal representative acting in a fiduciary capacity on behalf of the
         Participant under applicable state law and court supervision.

                  (bb)     "Performance Award" means Performance Shares or
         Performance Units granted pursuant to Article 9.

                  (cc)     "Performance Share" means any right granted to a
         Participant under Article 9 to a unit to be valued by reference to a
         designated number of Shares to be paid upon achievement of such
         performance goals as the Committee establishes with regard to such
         Performance Share.

                  (dd)     "Performance Unit" means a right granted to a
         Participant under Article 9 to a unit valued by reference to a
         designated amount of cash or property other than Shares to be paid to
         the Participant upon achievement of such performance goals as the
         Committee establishes with regard to such Performance Unit.

                  (ee)     "Plan" means the CTI Molecular Imaging, Inc. 2002
         Long-Term Incentive Plan, as amended from time to time.

                  (ff)     "Public Offering" shall occur on the effective time
         and date of a registration statement filed by the Company under the
         1933 Act, for a public offering of any class or series of the
         Company's equity securities.

                  (gg)     "Qualified Performance-Based Award" means (i) a
         Performance Award, Restricted Stock Award or Other Stock-Based Award
         that is intended to qualify for the Section 162(m) Exemption and is
         made subject to performance goals based on Qualified Performance
         Criteria as set forth in Section 13.11, or (ii) an Option or Stock
         Appreciation Right having an exercise price equal to or greater than
         the Fair Market Value of the underlying Stock as of the Grant Date.

                  (hh)     "Qualified Performance Criteria" means one or more
         of the performance criteria listed in Section 13.11(b) upon which
         performance goals for certain Qualified Performance-Based Awards may
         be established by the Committee.


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

                  (jj)     "Section 162(m) Exemption" means the exemption from
         the limitation on deductibility imposed by Section 162(m) of the Code
         that is set forth in Section 162(m)(4)(C) of the Code or any successor
         provision thereto.

                  (kk)     "Shares" means shares of the Company's Stock. If
         there has been an adjustment or substitution pursuant to Section 14.1,
         the term "Shares" shall also include any shares of stock or other
         securities that are substituted for Shares or into which Shares are
         adjusted pursuant to Section 14.1.

                  (ll)     "Stock" means the $0.01 par value common stock of
         the Company and such other securities of the Company as may be
         substituted for Stock pursuant to Article 14.

                  (mm)     "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 as of the date
         of exercise of the SAR over the grant price of the SAR, all as
         determined pursuant to Article 8.

                  (nn)     "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. Notwithstanding the above, with
         respect to an Incentive Stock Option, Subsidiary shall have the
         meaning set forth in Section 424(f) of the Code.

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

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

                                   ARTICLE 3
                                 EFFECTIVE DATE

         3.1      EFFECTIVE DATE. The Plan was adopted by the Board of
Directors of CTI, Inc., the predecessor of the Company, on March 28, 2002. The
Plan was assumed by the Company and ratified by the Board of Directors of the
Company on May 21, 2002 and was approved by the stockholders on May 23, 2002
The Plan will become effective on the effective date of the Company's initial
Public Offering of the Stock.


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                                   ARTICLE 4
                                 ADMINISTRATION

         4.1.     COMMITTEE. The Plan shall be administered by a Committee
appointed by the Board (which Committee shall consist of at least two
directors) or, at the discretion of the Board from time to time, the Plan may
be administered by the Board. It is intended that at least two of 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) and that any such members of the Committee who do not so qualify
shall abstain from participating in any decision to make or administer Awards
that are made to Eligible Participants who at the time of consideration for
such Award are, or who are anticipated to be become, either (i) Covered
Employees or (ii) persons subject to the short-swing profit rules of Section 16
of the 1934 Act. However, the mere fact that a Committee member shall fail to
qualify under either of the foregoing requirements or shall fail to abstain
from such action 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. The Board may reserve to itself any or all of the
authority and responsibility of the Committee under the Plan or may act as
administrator of the Plan for any and all purposes. To the extent the Board has
reserved any authority and responsibility or 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. To the extent any action of the
Board under the Plan conflicts with actions taken by the Committee, the actions
of the Board shall control.

         4.2      ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of
administering the Plan, the Committee may from time to time adopt rules,
regulations, guidelines and procedures for carrying out the provisions and
purposes of the Plan and make such other determinations, not inconsistent with
the Plan, as the Committee may deem appropriate. The Committee's interpretation
of the Plan, any Awards granted under the Plan, any Award Certificate and all
decisions and determinations by the Committee with respect to the Plan are
final, binding, and conclusive on all parties. 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
Affiliate, the Company's or an Affiliate's independent certified public
accountants, Company counsel 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. Except as provided below, the
Committee has the exclusive power, authority and discretion to:

                  (a)      Grant Awards;


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                  (b)      Designate Participants;

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

                  (d)      Determine the number of Awards to be granted and the
         number of Shares to which an Award will relate;

                  (e)      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;

                  (f)      Accelerate the vesting, exercisability or lapse of
         restrictions of any outstanding Award, in accordance with Article 13,
         based in each case on such considerations as the Committee in its sole
         discretion determines;

                  (g)      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;

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

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

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

                  (k)      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;

                  (l)      Amend the Plan or any Award Certificate as provided
         herein; and

                  (m)      Adopt such modifications, procedures, and subplans
         as may be necessary or desirable to comply with provisions of the laws
         of non-U.S. jurisdictions in which the Company or any Affiliate may
         operate, in order to assure the viability of the benefits of Awards
         granted to participants located in such other jurisdictions and to
         meet the objectives of the Plan.


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         Notwithstanding the foregoing, grants of Awards to Non-Employee
Directors hereunder shall be made only in accordance with the terms, conditions
and parameters of a plan or plans for the compensation of Non-Employee
Directors, and the Committee may not make discretionary grants hereunder to
Non-Employee Directors.

         To the extent permitted under Delaware law, the Board or the Committee
may expressly delegate to any individual or group of individuals some or all of
the Committee's authority under subsections (a) through (i) above, except that
no delegation of its duties and responsibilities may be made with respect to
Awards to Eligible Participants who are, or who are anticipated to be become,
either (i) Covered Employees or (ii) persons subject to the short-swing profit
rules of Section 16 of the 1934 Act. The acts of such delegates shall be
treated hereunder as acts of the Committee and such delegates shall report to
the Committee regarding the delegated duties and responsibilities.

         4.4.     AWARD CERTIFICATES. Each Award shall be evidenced by an Award
Certificate. Each Award Certificate shall include such provisions, not
inconsistent with the Plan, as may be specified by the Committee.

                                   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 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
Award) shall be 2,500,000 (such number is prior to giving effect to any
adjustment to the Company's capital structure in connection with the Company's
anticipated initial Public Offering). Not more than 10% of such aggregate
number of Shares may be granted as Awards of Restricted Stock, Performance
Shares or unrestricted Stock. Not more than 2,500,000 Shares (such number is
prior to giving effect to any adjustment to the Company's capital structure in
connection with the Company's anticipated initial Public Offering) Shares shall
be granted in the form of Incentive Stock Options.

         5.2.     LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires, is forfeited or lapses for any reason, any Shares subject
to the Award will again be available for the grant of Awards under the Plan and
Shares subject to Awards settled in cash will be available for the grant of
Awards 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. The following provisions of this
Section 5.4 shall not be applicable until the deduction limitation of Code
Section 162(m) are


                                     -10-
<PAGE>


applicable to the Company and any reliance period under Code Section 162(m) has
expired, as described in Section 16.16 hereof. Notwithstanding any provision in
the Plan to the contrary (but subject to adjustment as provided in Section
14.1), the maximum number of Shares 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
Participant shall be 250,000 (such number is prior to giving effect to any
adjustment to the Company's capital structure in connection with the Company's
anticipated initial Public Offering); provided, however, that in connection
with his or her initial employment with the Company, a Participant may be
granted Options or SARs with respect to up to an additional 125,000 Shares
(such number is prior to giving effect to any adjustment to the Company's
capital structure in connection with the Company's anticipated initial Public
Offering), which shall not count against the foregoing annual limit. The
maximum fair market value (measured as of the Grant Date) of any Awards other
than Options and SARs that may be received by any one Participant (less any
consideration paid by the Participant for such Award) during any one calendar
year under the Plan shall be $5,000,000.

                                   ARTICLE 6
                                  ELIGIBILITY

         6.1.     GENERAL. Awards may be granted only to Eligible Participants;
except that Incentive Stock Options may not be granted to Eligible Participants
who are not employees of the Company or a Parent or Subsidiary as defined in
Section 424(e) and (f) of the Code.

                                   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 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 Grant Date.

                  (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, subject to Section 7.1(d). The Committee shall also
         determine the performance or other conditions, if any, that must be
         satisfied before all or part of an Option may be exercised or vested.
         The Committee may waive any exercise or vesting 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 exercisable or
         vested at an earlier date. The Committee may permit an arrangement
         whereby receipt of Stock upon exercise of an Option is delayed until a
         specified future date.


                                     -11-
<PAGE>


                  (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, or other
         property (including "cashless exercise" arrangements), and the methods
         by which Shares shall be delivered or deemed to be delivered to
         Participants; provided, however, that if Shares are used to pay the
         exercise price of an Option, such Shares must have been held by the
         Participant for at least six months.

                  (d)      EXERCISE TERM. In no event may any Option be
         exercisable for more than ten years from the Grant Date.

                  (e)      ADDITIONAL OPTIONS UPON EXERCISE. The Committee may,
         in its sole discretion, provide in an original Award Certificate for
         the automatic grant of a new Option to any Participant who delivers
         Shares 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 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 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)      LAPSE OF OPTION. An Incentive Stock Option shall
         lapse upon 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 subsections (3),
         (4), (5) and (6) below, provide in writing that the Option will extend
         until a later date, but if an Option is so extended and is exercised
         after the dates specified in subsections (3) and (4) below, it will
         automatically become a Non-Qualified Stock Option:

                           (1)      The expiration date set forth in the Award
                  Certificate.

                           (2)      The tenth anniversary of the Grant Date.

                           (3)      Three months after termination of the
                  Participant's Continuous Status as a Participant for any
                  reason other than the Participant's Disability, death or
                  termination by the Company for Cause.

                           (4)      One year after the termination of the
                  Participant's Continuous Status as a Participant by reason of
                  the Participant's Disability.

                           (5)      One year after the termination of the
                  Participant's death if the Participant dies while employed,
                  or during the three-month period


                                     -12-
<PAGE>


                  described in paragraph (3) or during the one-year period
                  described in paragraph (4) and before the Option otherwise
                  lapses.

                           (6)      Thirty days after of the termination of the
                  Participant's Continuous Status as a Participant if such
                  termination is for Cause.

                  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. Upon the Participant's death,
         any exercisable Incentive Stock Options may be exercised by the
         Participant's beneficiary, determined in accordance with Section 13.5.

                  (b)      INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair
         Market Value (determined as of the Grant Date) of all Shares with
         respect to which Incentive Stock Options are first exercisable by a
         Participant in any calendar year may not exceed $100,000.00.

                  (c)      TEN PERCENT OWNERS. No Incentive Stock Option shall
         be granted to any individual who, at the Grant Date, 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 at the Grant Date and the Option expires
         no later than five years after the Grant Date.

                  (d)      EXPIRATION OF AUTHORITY TO GRANT INCENTIVE STOCK
         OPTIONS. No Incentive Stock Option may be granted pursuant to the Plan
         after the day immediately prior to the tenth anniversary of the
         Effective Date.

                  (e)      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.

                  (f)      ELIGIBLE GRANTEES. The Committee may not grant an
         Incentive Stock Option to a person who is not at the Grant Date an
         employee of the Company or a Parent or Subsidiary.

                                   ARTICLE 8
                           STOCK APPRECIATION RIGHTS

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


                                     -13-
<PAGE>


                  (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 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 on the Grant Date in
                  the case of any Stock Appreciation Right related to an
                  Incentive Stock Option.

                  (b)      OTHER TERMS. All awards of Stock Appreciation Rights
         shall be evidenced by an Award Certificate. 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
         Certificate.

                                   ARTICLE 9
                               PERFORMANCE AWARDS

         9.1.     GRANT OF PERFORMANCE AWARDS. The Committee is authorized to
grant Performance Shares or 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 Shares or
Performance Units granted to each Participant, subject to Section 5.4, and to
designate the provisions of such Performance Awards as provided in Section 4.3.

         9.2.     PERFORMANCE GOALS. The Committee may establish performance
goals for Performance Awards which may be based on any one or more of the
Qualified Performance Criteria listed in Section 13.11(b) or any other criteria
selected by the Committee. Such performance goals may be described in terms of
Company-wide objectives or in terms of objectives that relate to the
performance of an Affiliate or a division, region, department or function
within the Company or an Affiliate. If the Committee determines that a change
in the business, operations, corporate structure or capital structure of the
Company or the manner in which the Company or an Affiliate conducts its
business, or other events or circumstances render performance goals to be
unsuitable, the Committee may modify such performance goals in whole or in
part, as the Committee deems appropriate. If a Participant is promoted, demoted
or transferred to a different business unit or function during a performance
period, the Committee may determine that the performance goals or performance
period are no longer appropriate and may (i) adjust, change or eliminate the
performance goals or the applicable performance period as it deems appropriate
to make such goals and period comparable to the initial goals and period, or
(ii) make a cash payment to the participant in amount


                                     -14-
<PAGE>


determined by the Committee. The foregoing two sentences shall not apply with
respect to a Performance Award that is intended to be a Qualified
Performance-Based Award.

         9.3.     RIGHT TO PAYMENT. The grant of a Performance Share to a
Participant will entitle the Participant to receive at a specified later time a
specified number of Shares, or the equivalent cash value, if the performance
goals established by the Committee are achieved and the other terms and
conditions thereof are satisfied. The grant of a Performance Unit to a
Participant will entitle the Participant to receive at a specified later time a
specified dollar value in cash or property other than Shares, variable under
conditions specified in the Award, if the performance goals in the Award are
achieved and the other terms and conditions thereof are satisfied. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Awards in its discretion which, depending on the extent to
which they are met, will determine the number and value of the Performance
Award that will be paid to the Participant.

         9.4.     OTHER TERMS. Performance Awards 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 Certificate. For
purposes of determining the number of Shares to be used in payment of a
Performance Award denominated in cash but payable in whole or in part in Shares
or Restricted Stock, the number of Shares to be so paid will be determined by
dividing the cash value of the Award to be so paid by the Fair Market Value of
a Share on the date of determination of the amount of the Award by the
Committee, or, if the Committee so directs, the date immediately preceding the
date the Award is paid.

                                   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.

         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. Except as otherwise provided in an Award Certificate, the
Participant shall have all of the rights of a stockholder with respect to the
Restricted Stock.

         10.3.    FORFEITURE. Except as otherwise determined by the Committee
at the time of the grant of the Award or thereafter, upon termination of
Continuous Status as a Participant during the applicable restriction period or
upon failure to satisfy a


                                     -15-
<PAGE>


performance goal during the applicable restriction period, Restricted Stock
that is at that time subject to restrictions shall be forfeited; provided,
however, that the Committee may provide in any Award Certificate 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. An Award of Restricted
Stock shall be evidenced by an Award Certificate setting forth the terms,
conditions, and restrictions applicable to share of Restricted Stock. Shares of
Restricted Stock shall be delivered to the Participant at the time of grant
either by book-entry registration or by delivering to the Participant, or a
custodian or escrow agent (including, without limitation, the Company or one or
more of its employees) designated by the Committee, a stock certificate or
certificates registered in the name of the Participant. If physical
certificates representing shares of Restricted Stock are registered in the name
of the Participant, such 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.

                                   ARTICLE 12
                       STOCK OR OTHER STOCK-BASED AWARDS

         12.1.    GRANT OF STOCK OR 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, as deemed by the
Committee to be consistent with the purposes of the Plan, including without
limitation Shares 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, and Awards valued by reference
to book value of Shares 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.


                                     -16-
<PAGE>


                                   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.    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 its Grant Date (or, if
Section 7.2(c) applies, five years from its Grant Date).

         13.3.    FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Certificate, payments or transfers to be made
by the Company or an Affiliate on the grant or exercise of an Award may be made
in such form as the Committee determines at or after the Grant Date, 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.

         13.4.    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 an Affiliate, or shall be
subject to any lien, obligation, or liability of such Participant to any other
party other than the Company or an Affiliate. 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, state or federal tax or
securities laws applicable to transferable Awards.

         13.5     BENEFICIARIES. Notwithstanding Section 13.4, 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
Certificate applicable to the Participant, except to the extent the Plan and


                                     -17-
<PAGE>

Award Certificate 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.

         13.6.    STOCK CERTIFICATES. All Stock issuable under the Plan is
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 or issue instructions to
the transfer agent to reference restrictions applicable to the Stock.

         13.7     ACCELERATION UPON DEATH OR DISABILITY. Notwithstanding any
other provision in the Plan or any Participant's Award Certificate to the
contrary, upon the Participant's death or Disability during his Continuous
Status as a Participant, all of such Participant's 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 his
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 Certificate. To the extent that this provision causes
Incentive Stock Options to exceed the dollar limitation set forth in Section
7.2(b), the excess Options shall be deemed to be Non-Qualified Stock Options.

         13.8.    ACCELERATION UPON A CHANGE OF CONTROL. Except as otherwise
provided in the Award Certificate, all of a Participant's outstanding Options
and other Awards in the nature of rights that may be exercised shall become
fully exercisable and all restrictions on his outstanding Awards shall lapse if
the Participant's employment is terminated without Cause or the Participant
resigns for Good Reason within two years after the effective date of a Change
of Control.

         13.9.    ACCELERATION FOR OTHER REASONS. Regardless of whether an
event has occurred as described in Section 13.7 or 13.8 above, the Committee
may in its sole discretion at any time determine that all or a portion of a
Participant's Options 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 a Participant's 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 13.9.

         13.10    EFFECT OF ACCELERATION. If an Award is accelerated under
Section 13.8 or Section 13.9, 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 a transaction giving rise to the


                                     -18-
<PAGE>


acceleration or otherwise be equitably converted or substituted in connection
with such transaction, (iv) that the Award may be settled by payment in cash or
cash equivalents equal to the excess of the Fair Market Value of the underlying
Stock, as of a specified date associated with the transaction, over the
exercise price of the Award, or (v) any combination of the foregoing. The
Committee's determination need not be uniform and may be different for
different Participants whether or not such Participants are similarly situated.
To the extent that such acceleration causes Incentive Stock Options to exceed
the dollar limitation set forth in Section 7.2(b), the excess Options shall be
deemed to be Non-Qualified Stock Options.

         13.11.   QUALIFIED PERFORMANCE-BASED AWARDS.

                  (a)      The provisions of the Plan are intended to ensure
         that all Options and Stock Appreciation Rights granted hereunder to
         any Covered Employee qualify for the Section 162(m) Exemption.

                  (b)      When granting any Performance Award, Restricted
         Stock or Other Stock-Based Award other than Options or Stock
         Appreciation Rights, the Committee may designate such Award as a
         Qualified Performance-Based Award, based upon a determination that the
         recipient is or may be a Covered Employee with respect to such Award,
         and the Committee wishes such Award to qualify for the Section 162(m)
         Exemption. If an Award is so designated, the Committee shall establish
         performance goals for such Award within the time period prescribed by
         Section 162(m) of the Code based on one or more of the following
         Qualified Performance Criteria, which may be expressed in terms of
         Company-wide objectives or in terms of objectives that relate to the
         performance of an Affiliate or a division, region, department or
         function within the Company or an Affiliate: (1) earnings per share,
         (2) EBITDA (earnings before interest, depreciation, taxes and
         amortization), (3) EBIT (earnings before interest and taxes), (4)
         economic profit, (5) cash flow, (6) sales growth, (7) net profit
         before tax, (8) gross profit, (9) operating profit, (10) return on
         equity, (11) return on assets, (12) return on capital, (13) changes in
         working capital, (14) stock price, or (15) stockholder return.

                  (c)      Each Qualified Performance-Based Award (other than
         an Option or Stock Appreciation Right) shall be earned, vested and
         payable (as applicable) only upon the achievement of performance goals
         established by the Committee based upon one or more of the Qualified
         Performance Criteria, together with the satisfaction of any other
         conditions, such as continued employment, as the Committee may
         determine to be appropriate; provided that (i) the Committee may
         provide, either in connection with the grant thereof or by amendment
         thereafter, that achievement of such performance goals will be waived
         upon the death or Disability of the Participant, and (ii) the
         provisions of Sections 13.7 and 13.8 shall apply notwithstanding this
         sentence.


                                     -19-
<PAGE>


                  (d)      Any payment of a Qualified Performance-Based 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. Except as
         specifically provided in subsection (c), no Qualified
         Performance-Based Award may be amended, nor may the Committee exercise
         any discretionary authority it may otherwise have under the Plan with
         respect to a Qualified Performance-Based Award under the Plan, in any
         manner to waive the achievement of the applicable performance goal
         based on Qualified Performance Criteria or to increase the amount
         payable pursuant thereto or the value thereof, or otherwise in a
         manner that would cause the Qualified Performance-Based Award to cease
         to qualify for the Section 162(m) Exemption.

                  (e)      Section 5.4 sets forth the maximum number of Shares
         or dollar value that may be granted in any one-year period to a
         Participant, as required by the Section 162(m) Exemption.

         13.12.   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
Participant's Continuous Status as a Participant shall not be deemed to
terminate (i) in a circumstance in which a Participant transfers from the
Company to an Affiliate, transfers from an Affiliate to the Company, or
transfers from one Affiliate to another Affiliate, or (ii) in the discretion of
the Committee as specified at or prior to such occurrence, in the case of a
spin-off, sale or disposition of the Participant's employer from the Company or
any Affiliate. To the extent that this provision causes Incentive Stock Options
to extend beyond three months from the date a Participant is deemed to be an
employee of the Company, a Parent or Subsidiary for purposes of Sections 424(e)
and 424(f) of the Code, the Options held by such Participant shall be deemed to
be Non-Qualified Stock Options.

         13.13.   LOANS OR GUARANTEES. With the consent of the Committee, the
Company or an Affiliate may make, guarantee or arrange for a loan or loans to a
Participant with respect to or allow a Participant to defer payment to the
Company of all or any portion of (i) the exercise price of any Option granted
under the Plan, (ii) the purchase price, if any, of any Award granted hereunder
and/or (iii) the payment by the Participant of any or all federal and/or state
income or employment taxes due on account of the granting or exercise of any
Award hereunder. The Committee shall have full authority to decide whether to
make a loan or guarantee or to permit a deferral hereunder and to determine the
amount, terms and provisions of any such loan or guarantee, including the
interest rate to be charged in respect of any such loan(s), whether the loan(s)
are to be made with or without recourse against the borrower, the collateral or
other security, if any, securing the repayment of the loan(s), the terms on
which the loan(s) are to be repaid and the conditions, if any, under which the
loan(s) may be forgiven. If the Committee has made or arranged a loan or
guarantee or deferred payment, the Committee may, in its discretion, require
immediate payment of such deferred amount or immediate release of such loan or
guarantee if the Participant's


                                     -20-
<PAGE>


Continuous Status as a Participant terminates or if the Participant sells or
otherwise transfers the Participant's Shares pursuant to such deferral, loan or
guarantee.

                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE

         14.1.    GENERAL. In the event of a corporate event or transaction
involving the Company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
authorization limits under Section 5.1 and 5.4 shall be adjusted
proportionately, and the Committee may adjust Awards to preserve the benefits
or potential benefits of the Awards. Action by the Committee may include: (i)
adjustment of the number and kind of shares which may be delivered under the
Plan; (ii) adjustment of the number and kind of shares subject to outstanding
Awards; (iii) adjustment of the exercise price of outstanding Awards or the
measure to be used to determine the amount of the benefit payable on an Award;
and (iv) any other adjustments that the Committee determines to be equitable.
In addition, the Committee may, in its sole discretion, provide (i) that Awards
will be settled in cash rather than Stock, (ii) that Awards will become
immediately vested and exercisable and will expire after a designated period of
time to the extent not then exercised, (iii) that Awards will be assumed by
another party to a transaction or otherwise be equitably converted or
substituted in connection with such transaction, (iv) that outstanding Awards
may be settled by payment in cash or cash equivalents equal to the excess of
the Fair Market Value of the underlying Stock, as of a specified date
associated with the transaction, over the exercise price of the Award, or (v)
any combination of the foregoing. The Committee's determination need not be
uniform and may be different for different Participants whether or not such
Participants are similarly situated. Without limiting the foregoing, in the
event of a subdivision of the outstanding Stock (stock-split), a declaration of
a dividend payable in Shares, or a combination or consolidation of the
outstanding Stock into a lesser number of Shares, the authorization limits
under Section 5.1 and 5.4 shall automatically be adjusted proportionately, and
the Shares then subject to each Award shall automatically be adjusted
proportionately without any change in the aggregate purchase price therefor.

                                   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 for any reason, including by reason of such
approval being necessary or deemed advisable to (i) permit Awards made
hereunder to be exempt from liability under Section 16(b) of the 1934 Act, (ii)
to comply with the listing or other requirements of an Exchange, or (iii) to
satisfy any other tax, securities or other applicable laws, policies or
regulations.


                                     -21-
<PAGE>


         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:

                  (a)      Subject to the terms of the applicable Award
         Certificate, 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 (at the spread value in the case of an
         Option or Stock Appreciation Right) on the date of such amendment or
         termination;

                  (b)      The original term of any Option may not be extended
         without the prior approval of the stockholders of the Company;

                  (c)      Except as otherwise provided in Article 14, the
         exercise price of any Option may not be reduced, directly or
         indirectly, without the prior approval of the stockholders of the
         Company; and

                  (d)      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 affected thereby.

                                   ARTICLE 16
                               GENERAL PROVISIONS

         16.1.    NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No
Participant or any Eligible Participant shall have any claim to be granted any
Award under the Plan. Neither the Company, its Affiliates nor the Committee is
obligated to treat Participants or Eligible Participants uniformly, and
determinations made under the Plan may be made by the Committee selectively
among Eligible Participants who receive, or are eligible to receive, Awards
(whether or not such Eligible Participants are similarly situated).

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

         16.3.    WITHHOLDING. The Company or any Affiliate 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 exercise, lapse of restriction or other taxable
event arising as a result of the Plan. If Shares are surrendered to the Company
to satisfy withholding obligations in excess of the minimum withholding
obligation, such Shares must have been held by the Participant as fully vested
shares for at least six months. With respect to withholding required upon any
taxable event under


                                     -22-
<PAGE>


the Plan, the Committee may, at the time the Award is granted or thereafter,
require or permit that any such withholding requirement be satisfied, in whole
or in part, by withholding from the Award Shares having a Fair Market Value on
the date of withholding equal to the minimum amount (and not any greater
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, any Award
Certificate or any other document or statement made with respect to the Plan,
shall interfere with or limit in any way the right of the Company or any
Affiliate to terminate any Participant's employment or status as an officer,
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 Affiliate, whether for the duration of a Participant's Award or otherwise.

         16.5.    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 Certificate shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Affiliate.

         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 Affiliate unless provided otherwise in such other plan.

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

         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.


                                     -23-
<PAGE>


         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 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.

                  (a)      Notwithstanding any other provision of the Plan, no
         Participant who acquires Shares pursuant to the Plan may, during any
         period of time that such Participant is an affiliate of the Company
         (within the meaning of the rules and regulations of the Securities and
         Exchange Commission under the 1933 Act), sell such Shares, unless such
         offer and sale is made (i) pursuant to an effective registration
         statement under the 1933 Act, which is current and includes the Shares
         to be sold, or (ii) pursuant to an appropriate exemption from the
         registration requirement of the 1933 Act, such as that set forth in
         Rule 144 promulgated under the 1933 Act.

                  (b)      Notwithstanding any other provision of the Plan, if
         at any time the Committee shall determine that the registration,
         listing or qualification of the Shares covered by an Award upon any
         Exchange or under any foreign, federal, state or local law or
         practice, or the consent or approval of any governmental regulatory
         body, is necessary or desirable as a condition of, or in connection
         with, the granting of such Award or the purchase or receipt of Shares
         thereunder, no Shares may be purchased, delivered or received pursuant
         to such Award unless and until such registration, listing,
         qualification, consent or approval shall have been effected or
         obtained free of any condition not acceptable to the Committee. Any
         Participant receiving or purchasing Shares pursuant to an Award shall
         make such representations and agreements and furnish such information
         as the Committee may request to assure compliance with the foregoing
         or any other applicable legal requirements. The Company shall not be
         required to issue or deliver any certificate or certificates for
         Shares under the Plan prior to the Committee's determination that all
         related requirements have been fulfilled. The Company shall in no
         event be obligated to register any securities pursuant to the 1933 Act
         or applicable state or foreign law or to take any other action in
         order to cause the issuance and delivery of such certificates to
         comply with any such law, regulation or requirement.

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


                                     -24-
<PAGE>


         16.14    ADDITIONAL PROVISIONS. Each Award Certificate 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 the
Plan.

         16.15.   NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award
shall not in any way affect the right or power of the Company to make
adjustments, reclassification or changes in its capital or business structure
or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part
of its business or assets. The Plan shall not restrict the authority of the
Company, for proper corporate purposes, to draft or assume Awards, other than
under the Plan, to or with respect to any person. If the Committee so directs,
the Company may issue or transfer Shares to an Affiliate, for such lawful
consideration as the Committee may specify, upon the condition or understanding
that the Affiliate will transfer such Shares to a Participant in accordance
with the terms of an Award granted to such Participant and specified by the
Committee pursuant to the provisions of the Plan.

         16.16    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.

         The foregoing is hereby acknowledged as being the CTI Molecular
Imaging, Inc. 2002 Long-Term Incentive Plan as adopted by the Board of
Directors of CTI, Inc., the predecessor of the Company, on March 28, 2002. The
Plan was assumed by the Company and ratified by the Board of Directors of the
Company on May 21, 2002 and was approved by the stockholders of the Company on
May 23, 2002.


                                    CTI MOLECULAR IMAGING, INC.


                                    By:  /s/ Terry D. Douglass
                                       ----------------------------------------
                                    Its:   President
                                        ---------------------------------------


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