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                                                                    EXHIBIT 10.1
                            WHITEHALL JEWELLERS, INC.

                    1997 LONG-TERM INCENTIVE PLAN, AS AMENDED


                                 I. INTRODUCTION

          1.1 PURPOSES. The purposes of the 1997 Long-Term Incentive Plan (the
"Plan") of Whitehall Jewellers, Inc. (the "Company"), and its subsidiaries from
time to time (individually a "Subsidiary" and collectively the "Subsidiaries"),
are (a) to align the interests of the Company's stockholders and the recipients
of awards under this Plan by increasing the proprietary interest of such
recipients in the Company's growth and success, (b) to advance the interests of
the Company by attracting and retaining officers and other key employees, and
well-qualified persons who are not officers or employees of the Company
("non-employee directors") for service as directors of the Company and (c) to
motivate such employees and non-employee directors to act in the long-term best
interests of the Company's stockholders. For purposes of this Plan, references
to employment by the Company shall also mean employment by a Subsidiary.

          1.2 CERTAIN DEFINITIONS.

          "AFFILIATE" and "ASSOCIATE" shall have the respective meanings
ascribed to such terms in Rule 12b-2, as in effect on the effective date of this
Plan, under the Exchange Act; provided, however, that no director or officer of
the Company shall be deemed an Affiliate or Associate of any other director or
officer of the Company solely as a result of his or her being a director or
officer of the Company.

          "AGREEMENT" shall mean the written agreement evidencing an award
hereunder between the Company and the recipient of such award.

          "BENEFICIAL OWNER" (including the terms "BENEFICIALLY OWN" and
"BENEFICIAL OWNERSHIP"), when used with respect to any Person, shall be deemed
to include any securities which:

          (a) such Person or any of such Person's Affiliates or Associates
beneficially owns, directly or indirectly (determined as provided in Rule 13d-3,
as in effect on the effective date of this Plan, under the Exchange Act);

          (b) such Person or any of such Person's Affiliates or Associates,
directly or indirectly, has:

          (i) the right to acquire (whether such right is exercisable
     immediately or only after the passage of time or upon the satisfaction of
     any conditions, or both) pursuant to any written or oral agreement,
     arrangement or understanding (other than customary agreements with and
     among underwriters and selling group members with respect to a bona fide
     public offering of securities), upon the exercise of any options, warrants,
     rights or conversion or exchange privileges or otherwise; provided,
     however, that a Person shall

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     not be deemed the Beneficial Owner of, or to Beneficially Own securities
     tendered pursuant to a tender or exchange offer made by or on behalf of
     such Person or any of such Person's Affiliates or Associates until such
     tendered securities are accepted for purchase or exchange; or

          (ii) the right to vote pursuant to any written or oral agreement,
     arrangement or understanding; provided, however, that a Person shall not be
     deemed the Beneficial Owner of, or to Beneficially Own, any security
     otherwise subject to this item (ii) if such agreement, arrangement or
     understanding to vote (1) arises solely from a revocable proxy or consent
     given to such Person or any of such Person's Affiliates or Associates in
     response to a public proxy or consent solicitation made pursuant to, and in
     accordance with, the applicable rules and regulations under the Exchange
     Act and (2) is not also then reportable by such Person on Schedule 13D (or
     any comparable or successor report then in effect) under the Exchange Act;
     or

          (iii) the right to dispose of pursuant to any written or oral
     agreement, arrangement or understanding (other than customary agreements
     with and among underwriters and selling group members with respect to a
     bona fide public offering of securities); or

          (c) are beneficially owned, directly or indirectly, by any other
Person with which such Person or any of such Person's Affiliates or Associates
has any written or oral agreement, arrangement or understanding (other than
customary agreements with and among underwriters and selling group members with
respect to a bona fide public offering of securities) for the purpose of
acquiring, holding, voting (except to the extent contemplated by the proviso to
item (ii) of subparagraph (b) of the first paragraph of this definition) or
disposing of any securities of the Company.

          Notwithstanding the first paragraph of this definition, no director or
officer of the Company shall be deemed to be the "Beneficial Owner" of, or to
"Beneficially Own," shares of Common Stock or other securities of the Company
beneficially owned by any other director or officer of the Company solely as a
result of his or her being a director or officer of the Company.

          "BOARD" shall mean the Board of Directors of the Company.

          "BONUS STOCK" shall mean shares of Common Stock which are not subject
to a Restriction Period or Performance Measures.

          "BONUS STOCK AWARD" shall mean an award of Bonus Stock under this
Plan.

          "CAUSE" shall mean commission of a felony involving moral turpitude or
any material breach of any statutory or common law duty to the Company or a
Subsidiary involving wilful malfeasance.

          "CHANGE IN CONTROL" shall have the meaning set forth in Section
6.8(b).

          "CODE" shall mean the Internal Revenue Code of 1986, as amended.



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          "COMMITTEE" shall mean the Committee designated by the Board,
consisting of two or more members of the Board, each of whom shall be (a) a
"Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act
and (b) an "outside director" within the meaning of Section 162(m) of the Code,
subject to any transition rules applicable to the definition of outside
director.

          "COMMON STOCK" shall mean the common stock, $.001 par value, of the
Company.

          "COMPANY" has the meaning specified in Section 1.1.

          "DIRECTORS OPTIONS" shall have the meaning set forth in Section 5.1.

          "DISABILITY" shall mean the inability for a continuous period of at
least six months of the holder of an award to perform substantially such
holder's duties and responsibilities, as determined solely by the Committee.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

          "EXEMPT PERSON" shall mean each of Hugh M. Patinkin, John R.
Desjardins, Matthew M. Patinkin and each Affiliate thereof.

          "FAIR MARKET VALUE" shall mean the average of the high and low
transaction prices of a share of Common Stock as reported on The New York Stock
Exchange on the date as of which such value is being determined, or, if the
Common Stock is listed on another national securities exchange, the average of
the high and low transaction prices of a share of Common Stock on the principal
national stock exchange on which the Common Stock is traded on the date as of
which such value is being determined, or, if there shall be no reported
transactions for such date, on the next preceding date for which transactions
were reported; provided, however, that if Fair Market Value for any date cannot
be so determined, Fair Market Value shall be determined by the Committee by
whatever means or method as the Committee, in the good faith exercise of its
discretion, shall at such time deem appropriate.

          "FREE-STANDING SAR" shall mean an SAR which is not issued in tandem
with, or by reference to, an option, which entitles the holder thereof to
receive, upon exercise, shares of Common Stock (which may be Restricted Stock),
cash or a combination thereof with an aggregate value equal to the excess of the
Fair Market Value of one share of Common Stock on the date of exercise over the
base price of such SAR, multiplied by the number of such SARs which are
exercised.

          "INCENTIVE STOCK OPTION" shall mean an option to purchase shares of
Common Stock that meets the requirements of Section 422 of the Code, or any
successor provision, which is intended by the Committee to constitute an
Incentive Stock Option.

          "INCUMBENT BOARD" shall have the meaning set forth in Section
6.8(b)(ii) hereof.


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          "MATURE SHARES" shall mean shares of Common Stock for which the holder
thereof has good title, free and clear of all liens and encumbrances and which
such holder either (a) has held for at least six months or (b) has purchased on
the open market.

          "NON-EMPLOYEE DIRECTOR" shall mean any director of the Company who is
not an officer or employee of the Company or any Subsidiary (except in the
definition of Committee, in which case "Non-Employee Director" shall have the
meaning set forth in Rule 16b-3 under the Exchange Act).

          "NON-STATUTORY STOCK OPTION" shall mean a stock option which is not an
Incentive Stock Option.

          "PERFORMANCE MEASURES" shall mean the criteria and objectives,
established by the Committee, which shall be satisfied or met (a) as a condition
to the exercisability of all or a portion of an option or SAR or (b) during the
applicable Restriction Period or Performance Period as a condition to the
holder's receipt, in the case of a Restricted Stock Award, of the shares of
Common Stock subject to such award, or, in the case of a Performance Share
Award, of payment with respect to such award. Such criteria and objectives may
include one or more of the following: the attainment by a share of Common Stock
of a specified Fair Market Value for a specified period of time, earnings per
share, return to stockholders (including dividends), return on equity, earnings
of the Company, revenues, market share, cash flows or cost reduction goals, or
any combination of the foregoing. If the Committee desires that compensation
payable pursuant to any award subject to Performance Measures be "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Code, the Performance Measures shall be established by the Committee no later
than the end of the first quarter of the Performance Period or Restriction
Period, as applicable (or such other time designated by the Internal Revenue
Service).

          "PERFORMANCE PERIOD" shall mean any period designated by the Committee
during which the Performance Measures applicable to a Performance Share Award
shall be measured.

          "PERFORMANCE SHARE" shall mean a right, contingent upon the attainment
of specified Performance Measures within a specified Performance Period, to
receive one share of Common Stock, which may be Restricted Stock, or in lieu
thereof, the Fair Market Value of such Performance Share in cash.

          "PERFORMANCE SHARE AWARD" shall mean an award of Performance Shares
under this Plan.

          "PERMANENT AND TOTAL DISABILITY" shall have the meaning set forth in
Section 22(e)(3) of the Code or any successor thereto.

          "PERSON" shall mean any individual, firm, corporation, partnership or
other entity, and shall include any successor (by merger or otherwise) of any of
the forgoing.

          "RESTRICTED STOCK" shall mean shares of Common Stock which are subject
to a Restriction Period.



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          "RESTRICTED STOCK AWARD" shall mean an award of Restricted Stock under
this Plan.

          "RESTRICTION PERIOD" shall mean any period designated by the Committee
during which the Common Stock subject to a Restricted Stock Award may not be
sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or
disposed of, except as provided in this Plan or the Agreement relating to such
award.

          "SAR" shall mean a stock appreciation right which may be a
Free-Standing SAR or a Tandem SAR.

          "STOCK AWARD" shall mean a Restricted Stock Award or a Bonus Stock
Award.

          "TANDEM SAR" shall mean an SAR which is granted in tandem with, or by
reference to, an option (including a Non-Statutory Stock Option granted prior to
the date of grant of the SAR), which entitles the holder thereof to receive,
upon exercise of such SAR and surrender for cancellation of all or a portion of
such option, shares of Common Stock (which may be Restricted Stock), cash or a
combination thereof with an aggregate value equal to the excess of the Fair
Market Value of one share of Common Stock on the date of exercise over the base
price of such SAR, multiplied by the number of shares of Common Stock subject to
such option, or portion thereof, which is surrendered.

          "TAX DATE" shall have the meaning set forth in Section 6.5.

          "TEN PERCENT HOLDER" shall have the meaning set forth in Section
2.1(a).

          1.3 ADMINISTRATION. This Plan shall be administered by the Committee.
Subject to Section 6.1, any one or a combination of the following awards may be
made under this Plan to eligible persons: (a) options to purchase shares of
Common Stock in the form of Incentive Stock Options or Non-Statutory Stock
Options, (b) in the form of Tandem SARs or Free-Standing SARs, (c) Stock Awards
in the form of Restricted Stock or Bonus Stock and (d) Performance Shares. The
Committee shall, subject to the terms of this Plan, select eligible persons for
participation in this Plan and determine the form, amount and timing of each
award to such persons and, if applicable, the number of shares of Common Stock,
the number of SARs and the number of Performance Shares subject to such an
award, the exercise price or base price associated with the award, the time and
conditions of exercise or settlement of the award and all other terms and
conditions of the award, including, without limitation, the form of the
Agreement evidencing the award. The Committee shall, subject to the terms of
this Plan, interpret this Plan and the application thereof, establish rules and
regulations it deems necessary or desirable for the administration of this Plan
and may impose, incidental to the grant of an award, conditions with respect to
the award, such as limiting competitive employment or other activities. All such
interpretations, rules, regulations and conditions shall be conclusive and
binding on all parties.

          The Committee may delegate some or all of its power and authority
hereunder to the Chief Executive Officer or other executive officer of the
Company as the Committee deems appropriate; provided, however, that the
Committee may not delegate its power and authority with regard to (a) the grant
of an award under this Plan to any person who is a "covered


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employee" within the meaning of Section 162(m) of the Code or who, in the
Committee's judgment, is likely to be a covered employee at any time during the
period an award hereunder to such employee would be outstanding or (b) the
selection for participation in this Plan of an officer or other person subject
to Section 16 of the Exchange Act or decisions concerning the timing, pricing or
amount of an award to such an officer or other person.

          No member of the Board of Directors or Committee, and neither the
Chief Executive Officer nor any other executive officer to whom the Committee
delegates any of its power and authority hereunder, shall be liable for any act,
omission, interpretation, construction or determination made in connection with
this Plan in good faith, and the members of the Board of Directors and the
Committee and the President and Chief Executive Officer or other executive
officer shall be entitled to indemnification and reimbursement by the Company in
respect of any claim, loss, damage or expense (including attorneys' fees)
arising therefrom to the full extent permitted by law, except as otherwise may
be provided in the Company's Certificate of Incorporation and/or By-laws, as the
same may be amended or restated from time to time, and under any directors' and
officers' liability insurance that may be in effect from time to time.

          A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (a) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (b) acts approved in
writing by a majority of the members of the Committee without a meeting.

          Notwithstanding anything to the contrary herein, any grant of awards
to a Non-Employee Director shall require the approval of the Board.

          1.4 ELIGIBILITY. Participants in this Plan shall consist of such
directors, officers or other key employees of the Company and its Subsidiaries
as the Committee, in its sole discretion, may select from time to time. The
Committee's selection of a person to participate in this Plan at any time shall
not require the Committee to select such person to participate in this Plan at
any other time. Non-Employee Directors shall also be eligible to participate in
this Plan in accordance with Article V.

          1.5 SHARES AVAILABLE. Subject to adjustment as provided in Sections
6.7 and 6.8, 2,500,000 shares of Common Stock shall be available under this
Plan, reduced by the sum of the aggregate number of shares of Common Stock (a)
that are issued upon the grant of a Stock Award and (b) which become subject to
outstanding options, including Directors' Options, outstanding Free-Standing
SARs and outstanding Performance Shares. To the extent that shares of Common
Stock subject to an outstanding option (other than in connection with the
exercise of a Tandem SAR), Free-Standing SAR or Performance Share are not issued
or delivered by reason of the expiration, termination, cancellation or
forfeiture of such award or by reason of the delivery or withholding of shares
of Common Stock to pay all or a portion of the exercise price of an award, if
any, or to satisfy all or a portion of the tax withholding obligations relating
to an award, then such shares of Common Stock shall again be available under
this Plan.

          Shares of Common Stock to be delivered under this Plan shall be made
available from authorized and unissued shares of Common Stock, or authorized and
issued shares of Common Stock reacquired and held as treasury shares or
otherwise or a combination thereof.


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          To the extent required by Section 162(m) of the Code and the rules and
regulations thereunder, the maximum number of shares of Common Stock with
respect to which options or SARs, Stock Awards or Performance Share Awards, or a
combination thereof may be granted during any calendar year to any person shall
be 300,000 subject to adjustment as provided in Section 6.7.


          II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

          2.1 STOCK OPTIONS. The Committee may, in its discretion, grant options
to purchase shares of Common Stock to such eligible persons as may be selected
by the Committee. Each option, or portion thereof, that is not an Incentive
Stock Option, shall be a Non-Statutory Stock Option. Each Incentive Stock Option
shall be granted within ten years of the effective date of this Plan. To the
extent that the aggregate Fair Market Value (determined as of the date of grant)
of shares of Common Stock with respect to which options designated as Incentive
Stock Options are exercisable for the first time by a participant during any
calendar year (under this Plan or any other plan of the Company, or any parent
or Subsidiary) exceeds the amount (currently $100,000) established by the Code,
such options shall constitute Non-Statutory Stock Options.

          Options shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem advisable:

          (a) Number of Shares and Purchase Price. To the extent required, the
number of shares of Common Stock subject to an option shall be determined by the
Committee. The purchase price per share of Common Stock purchasable upon
exercise of the option shall be determined by the Committee; provided, however,
that the purchase price per share of Common Stock purchasable upon exercise of
an Option shall not be less than 100% of the Fair Market Value of a share of
Common Stock on the date of grant of such option; provided, further, that if an
Incentive Stock Option shall be granted to any person who, at the time such
option is granted, owns capital stock possessing more than ten percent of the
total combined voting power of all classes of capital stock of the Company (or
of any parent or Subsidiary) (a "Ten Percent Holder"), the purchase price per
share of Common Stock shall be the price (currently 110% of Fair Market Value)
required by the Code in order to constitute an Incentive Stock Option.

          (b) Option Period and Exercisability. The period during which an
option may be exercised shall be determined by the Committee; provided, however,
that no Incentive Stock Option shall be exercised later than ten years after its
date of grant; provided, further, that if an Incentive Stock Option shall be
granted to a Ten Percent Holder, such option shall not be exercised later than
five years after its date of grant. The Committee may, in its discretion,
establish Performance Measures which shall be satisfied or met as a condition to
the grant of an option or to the exercisability of all or a portion of an
option. The Committee shall determine whether an option shall become exercisable
in cumulative or non-cumulative installments and in part or in full at any time.
An exercisable option, or portion thereof, may be exercised only with respect to
whole shares of Common Stock, except that if the remaining option then
exercisable is for less than a whole share, such remaining amount may be
exercised.



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          (c) Method of Exercise. An option may be exercised (i) by giving
written notice to the Company specifying the number of whole shares of Common
Stock to be purchased and accompanied by payment therefor in full (or
arrangement made for such payment to the Company's satisfaction) either (1) in
cash, (2) by delivery of Mature Shares having a Fair Market Value, determined as
of the date of exercise, equal to the aggregate purchase price payable by reason
of such exercise, (3) by authorizing the Company to withhold whole shares of
Common Stock which would otherwise be delivered upon exercise of the option
having a Fair Market Value, determined as of the date of exercise, equal to the
aggregate purchase price payable by reason of such exercise, (4) in cash by a
broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise or (5) a combination of (1), (2) and (3), in each
case to the extent set forth in the Agreement relating to the option, (ii) if
applicable, by surrendering to the Company any Tandem SARs which are canceled by
reason of the exercise of the option and (iii) by executing such documents as
the Company may reasonably request. The Committee shall have sole discretion to
disapprove of an election pursuant to any of clauses (2)-(5). Any fraction of a
share of Common Stock which would be required to pay such purchase price shall
be disregarded and the remaining amount due shall be paid in cash by the
optionee. No certificate representing Common Stock shall be delivered until the
full purchase price therefor has been paid.

          (d) Additional Options. The Committee shall have the authority to
include in any Agreement relating to an option a provision entitling the
optionee to an additional option in the event such optionee exercises the option
represented by such option Agreement, in whole or in part, by delivering
previously owned whole shares of Common Stock in payment of the purchase price
in accordance with this Plan and such Agreement. Any such additional option
shall be for a number of shares of Common Stock equal to the number of delivered
shares, shall have a purchase price determined by the Committee in accordance
with this Plan, shall be exercisable on the terms and subject to the conditions
set forth in the Agreement relating to such additional option.

          2.2 STOCK APPRECIATION RIGHTS. The Committee may, in its discretion,
grant SARs to such eligible persons as may be selected by the Committee. The
Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a
Free-Standing SAR.

          SARs shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable:

          (a) Number of SARs and Base Price. The number of SARs subject to an
award shall be determined by the Committee. Any Tandem SAR related to an
Incentive Stock Option shall be granted at the same time that such Incentive
Stock Option is granted. The base price of a Tandem SAR shall be the purchase
price per share of Common Stock of the related option. The base price of a
Free-Standing SAR shall be determined by the Committee; provided, however, that
such base price shall not be less than 100% of the Fair Market Value of a share
of Common Stock on the date of grant of such SAR.

          (b) Exercise Period and Exercisability. The Agreement relating to an
award of SARs shall specify whether such award may be settled in shares of
Common Stock (including



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shares of Restricted Stock) or cash or a combination thereof. The period for the
exercise of an SAR shall be determined by the Committee; provided, however, that
no Tandem SAR shall be exercised later than the expiration, cancellation,
forfeiture or other termination of the related option. The Committee may, in its
discretion, establish Performance Measures which shall be satisfied or met as a
condition to the exercisability of an SAR. The Committee shall determine whether
an SAR may be exercised in cumulative or non-cumulative installments and in part
or in full at any time. An exercisable SAR, or portion thereof, may be
exercised, in the case of a Tandem SAR, only with respect to whole shares of
Common Stock and, in the case of a Free-Standing SAR, only with respect to a
whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a
certificate or certificates representing such Restricted Stock shall be issued
in accordance with Section 3.2(c) and the holder of such Restricted Stock shall
have such rights of a stockholder of the Company as determined pursuant to
Section 3.2(d). Prior to the exercise of an SAR for shares of Common Stock,
including Restricted Stock, the holder of such SAR shall have no rights as a
stockholder of the Company with respect to the shares of Common Stock subject to
such SAR.

          (c) Method of Exercise. A Tandem SAR may be exercised (i) by giving
written notice to the Company specifying the number of whole SARs which are
being exercised, (ii) by surrendering to the Company any options which are
canceled by reason of the exercise of the Tandem SAR and (iii) by executing such
documents as the Company may reasonably request. A Free-Standing SAR may be
exercised (i) by giving written notice to the Company specifying the whole
number (or if the remaining SAR then exercisable is for less then one whole
share, such remaining amount) of SARs which are being exercised and (ii) by
executing such documents as the Company may reasonably request.

          2.3 TERMINATION OF EMPLOYMENT OR SERVICE WITH THE COMPANY.

          (a) Disability. Subject to paragraph (f) below and Section 6.8, and
unless otherwise specified in the Agreement relating to an option or SAR, as the
case may be, if the employment or service with the Company of the holder of an
option or SAR terminates by reason of Disability, each option and SAR held by
such holder shall be exercisable only to the extent that such option or SAR, as
the case may be, is exercisable on the effective date of such holder's
termination of employment or service and may thereafter be exercised by such
holder (or such holder's legal representative or similar person) until and
including the earliest to occur of (i) the date which is three months (or such
other period as set forth in the Agreement relating to such option or SAR) after
the effective date of such holder's termination of employment or service and
(ii) the expiration date of the term of such option or SAR.

          (b) Retirement. Subject to paragraph (f) below and Section 6.8, and
unless otherwise specified in the Agreement relating to an option or SAR, as the
case may be, if the employment or service with the Company of the holder of an
option or SAR terminates by reason of retirement on or after age 65 with the
consent of the Company, each option and SAR held by such holder shall be
exercisable only to the extent that such option or SAR, as the case may be, is
exercisable on the effective date of such holder's termination of employment or
service and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earliest to occur of
(i) the date which is six months (or such other period as set forth in the
Agreement relating to such option or SAR) after the effective



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date of such holder's termination of employment or service and (ii) the
expiration date of the term of such option or SAR.

          (c) Death. Subject to paragraph (f) below and Section 6.8, and unless
otherwise specified in the Agreement relating to an option or SAR, as the case
may be, if the employment or service with the Company of the holder of an option
or SAR terminates by reason of death, each option and SAR held by such holder
shall be exercisable only to the extent that such option or SAR, as the case may
be, is exercisable on the date of such holder's death, and may thereafter be
exercised by such holder's executor, administrator, legal representative,
beneficiary or similar person, as the case may be, until and including the
earliest to occur of (i) the date which is one year (or such other period as set
forth in the Agreement relating to such option or SAR) after the date of death
and (ii) the expiration date of the term of such option or SAR.

          (d) Other Termination. If the employment or service with the Company
of the holder of an option or SAR is terminated by the Company for Cause, each
option and SAR held by such holder shall terminate automatically on the
effective date of such holder's termination of employment or service.

          Subject to paragraph (f) below and Section 6.8, and unless specified
in the Agreement relating to an option or SAR, as the case may be, if the
employment or service with the Company of the holder of an option or SAR
terminates for any reason other than Disability, retirement on or after age 65
with the consent of the Company, death or Cause, each option and SAR held by
such holder shall be exercisable only to the extent that such option or SAR is
exercisable on the effective date of such holder's termination of employment or
service and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earliest to occur of
(i) the date which is three months (or such other period as set forth in the
Agreement relating to such option or SAR) after the effective date of such
holder's termination of employment or service and (ii) the expiration date of
the term of such option or SAR.

          (e) Death Following Termination of Employment or Service. Subject to
paragraph (f) below and Section 6.8, and unless otherwise specified in the
Agreement relating to an option or SAR, as the case may be, if the holder of an
option or SAR dies during the three-month period following termination of
employment or service by reason of Disability, or if the holder of an option or
SAR dies during the three-month period following termination of employment or
service by reason of retirement on or after age 65 with the consent of the
Company, or if the holder of an option or SAR dies during the three-month period
following termination of employment or service for any reason other than
Disability or retirement on or after age 65 with the consent of the Company (or,
in each case, such other period as set forth in the Agreement relating to such
option or SAR), each option and SAR held by such holder shall be fully
exercisable and may thereafter be exercised by the holder's executor,
administrator, legal representative, beneficiary or similar person, as the case
may be, until and including the earliest to occur of (i) the date which is one
year (or such other period as set forth in the Agreement relating to such option
or SAR) after the date of death and (ii) the expiration date of the term of such
option or SAR.


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          (f) Termination of Employment or Service - Incentive Stock Options.
Subject to Section 6.8 and unless otherwise specified in the Agreement relating
to the option, if the employment or service with the Company of a holder of an
incentive stock option terminates by reason of Permanent and Total Disability
(as defined in Section 22(e)(3) of the Code), each incentive stock option held
by such optionee shall be exercisable only to the extent that such option is
exercisable on the effective date of such optionee's termination of employment
or service by reason of Permanent and Total Disability, and may thereafter be
exercised by such optionee (or such optionee's legal representative or similar
person) until and including the earliest to occur of (i) the date which is three
months (or such other period no longer than one year as set forth in the
Agreement relating to such option) after the effective date of such optionee's
termination of employment or service by reason of Permanent and Total Disability
and (ii) the expiration date of the term of such option.

          Subject to Section 6.8 and unless otherwise specified in the Agreement
relating to the option, if the employment or service with the Company of a
holder of an Incentive Stock Option terminates by reason of death, each
Incentive Stock Option held by such optionee shall be exercisable only to the
extent that such option is exercisable on the date of such optionee's death and
may thereafter be exercised by such optionee's executor, administrator, legal
representative, beneficiary or similar person until and including the earliest
to occur of (i) the date which is one year (or such shorter period as set forth
in the Agreement relating to such option) after the date of death and (ii) the
expiration date of the term of such option.

          If the employment or service with the Company of the optionee of an
Incentive Stock Option is terminated by the Company for Cause, each Incentive
Stock Option held by such optionee shall terminate automatically on the
effective date of such optionee's termination of employment or service.

          Subject to Section 6.8 and unless otherwise specified in the Agreement
relating to the option, if the employment or service with the Company of a
holder of an Incentive Stock Option terminates for any reason other than
Permanent and Total Disability, death or Cause, each Incentive Stock Option held
by such optionee shall be exercisable only to the extent such option is
exercisable on the effective date of such optionee's termination of employment
or service, and may thereafter be exercised by such holder (or such holder's
legal representative or similar person) until and including the earliest to
occur of (i) the date which is three months after the effective date of such
optionee's termination of employment or service and (ii) the expiration date of
the term of such option.

          If the holder of an Incentive Stock Option dies during the three-month
period following termination of employment or service by reason of Permanent and
Total Disability (or such shorter period as set forth in the Agreement relating
to such option), or if the holder of an Incentive Stock Option dies during the
three-month period following termination of employment or service for any reason
other than Permanent and Total Disability, death or Cause, each Incentive Stock
Option held by such optionee shall be exercisable only to the extent such option
is exercisable on the date of the optionee's death and may thereafter be
exercised by the optionee's executor, administrator, legal representative,
beneficiary or similar person until and including the earliest to occur of (i)
the date which is one year (or such shorter period as set forth



                                       11
<PAGE>

in the Agreement relating to such option) after the date of death and (ii) the
expiration date of the term of such option.


                                III. STOCK AWARDS

          3.1 STOCK AWARDS. The Committee may, in its discretion, grant Stock
Awards to such eligible persons as may be selected by the Committee. Subject to
adjustment as provided in Sections 6.7 and 6.8 of this Plan, the aggregate
number of shares of Common Stock available under this Plan pursuant to all Stock
Awards shall not exceed 150,000 of the aggregate number of shares of Common
Stock available under this Plan. The Agreement relating to a Stock Award shall
specify whether the Stock Award is a Restricted Stock Award or Bonus Stock
Award.

          3.2 TERMS OF STOCK AWARDS. Stock Awards shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem advisable.

          (a) Number of Shares and Other Terms. The number of shares of Common
Stock subject to a Restricted Stock Award or Bonus Stock Award and the
Performance Measures (if any) and Restriction Period applicable to a Restricted
Stock Award shall be determined by the Committee.

          (b) Vesting and Forfeiture. The Agreement relating to a Restricted
Stock Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of this Plan, for the vesting of the
shares of Common Stock subject to such award (i) if specified Performance
Measures are satisfied or met during the specified Restriction Period or (ii) if
the holder of such award remains continuously in the employment or service of
the Company during the specified Restricted Period and for the forfeiture of the
shares of Common Stock subject to such award (x) if specified Performance
Measures are not satisfied or met during the specified Restriction Period or (y)
if the holder of such award does not remain continuously in the employment or
service of the Company during the specified Restriction Period.

          Bonus Stock Awards shall not be subject to any Performance Measures or
Restriction Periods.

          (c) Share Certificates. During the Restriction Period, a certificate
or certificates representing a Restricted Stock Award shall be registered in the
holder's name and may bear a legend, in addition to any legend which may be
required pursuant to Section 6.6, indicating that the ownership of the shares of
Common Stock represented by such certificate is subject to the restrictions,
terms and conditions of this Plan and the Agreement relating to the Restricted
Stock Award. All such certificates shall be deposited with the Company, together
with stock powers or other instruments of assignment (including a power of
attorney), each endorsed in blank with a guarantee of signature if deemed
necessary or appropriate, which would permit transfer to the Company of all or a
portion of the shares of Common Stock subject to the Restricted Stock Award in
the event such award is forfeited in whole or in part. Upon termination of any
applicable Restriction Period (and the satisfaction or attainment of applicable


                                       12
<PAGE>


Performance Measures), or upon the grant of a Bonus Stock Award, in each case
subject to the Company's right to require payment of any taxes in accordance
with Section 6.5, a certificate or certificates evidencing ownership of the
requisite number of shares of Common Stock shall be delivered to the holder of
such award.

          (d) Rights with Respect to Restricted Stock Awards. Unless otherwise
set forth in the Agreement relating to a Restricted Stock Award, and subject to
the terms and conditions of a Restricted Stock Award, the holder of such award
shall have all rights as a stockholder of the Company, including, but not
limited to, voting rights, the right to receive dividends and the right to
participate in any capital adjustment applicable to all holders of Common Stock;
provided, however, that a distribution with respect to shares of Common Stock,
other than a distribution in cash, shall be deposited with the Company and shall
be subject to the same restrictions as the shares of Common Stock with respect
to which such distribution was made.

          (e) Awards to Certain Executive Officers. Notwithstanding any other
provision of this Article III, and only to the extent necessary to ensure the
deductibility of the award to the Company, the Fair Market Value of the number
of shares of Common Stock subject to a Stock Award granted to a "covered
employee" within the meaning of Section 162(m) of the Code shall not exceed
$2,000,000 (i) at the time of grant in the case of a Stock Award granted upon
the attainment of Performance Measures or (ii) in the case of a Restricted Stock
Award with Performance measures which shall be satisfied or met as a condition
to the holder's receipt of the shares of Common Stock subject to such award, on
the earlier of (x) the date on which the Performance Measures are satisfied or
met and (y) the date the holder makes an election under Section 83(b) of the
Code.

          3.3 TERMINATION OF EMPLOYMENT OR SERVICE. Subject to Section 6.8 and
unless otherwise set forth in the Agreement relating to a Restricted Stock
Award, if the employment or service with the Company of the holder of such award
terminates, the portion of such award which is subject to a Restriction Period
shall terminate as of the effective date of such holder's termination of
employment or service shall be forfeited and such portion shall be canceled by
the Company.



                                       13
<PAGE>
                          IV. PERFORMANCE SHARE AWARDS

          4.1 PERFORMANCE SHARE AWARDS. The Committee may, in its discretion,
grant Performance Share Awards to such eligible persons as may be selected by
the Committee.

          4.2 TERMS OF PERFORMANCE SHARE AWARDS. Performance Share Awards shall
be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem advisable.

          (a) Number of Performance Shares and Performance Measures. The number
of Performance Shares subject to any award and the Performance Measures and
Performance Period applicable to such award shall be determined by the
Committee.

          (b) Vesting and Forfeiture. The Agreement relating to a Performance
Share Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of this Plan, for the vesting of such
award, if specified Performance Measures are satisfied or met during the
specified Performance Period, and for the forfeiture of such award, if specified
Performance Measures are not satisfied or met during the specified Performance
Period.

          (c) Settlement of Vested Performance Share Awards. The Agreement
relating to a Performance Share Award (i) shall specify whether such award may
be settled in shares of Common Stock (including shares of Restricted Stock) or
cash or a combination thereof and (ii) may specify whether the holder thereof
shall be entitled to receive, on a current or deferred basis, dividend
equivalents, and, if determined by the Committee, interest on any deferred
dividend equivalents, with respect to the number of shares of Common Stock
subject to such award. If a Performance Share Award is settled in shares of
Restricted Stock, a certificate or certificates representing such Restricted
Stock shall be issued in accordance with Section 3.2(c) and the holder of such
Restricted Stock shall have such rights of a stockholder of the Company as
determined pursuant to Section 3.2(d). Prior to the settlement of a Performance
Share Award in shares of Common Stock, including Restricted Stock, the holder of
such award shall have no rights as a stockholder of the Company with respect to
the shares of Common Stock subject to such award.

          4.3 TERMINATION OF EMPLOYMENT OR SERVICE. Subject to Section 6.8 and
unless otherwise set forth in the Agreement relating to a Performance Share
Award, if the employment or service with the Company of the holder of such award
terminates, the portion of such award which is subject to a Performance Period
on the effective date of such holder's termination of employment or service
shall be forfeited and such portion shall be canceled by the Company.


                V. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS

          5.1 ELIGIBILITY. Each Non-Employee Director shall be granted options
to purchase shares of Common Stock in accordance with this Article V
(collectively "Directors


                                       14
<PAGE>

Options"). All options granted under this Article V shall constitute
Non-Statutory Stock Options.

          5.2 GRANTS OF STOCK OPTIONS. Each Non-Employee Director may be granted
Non-Statutory Stock Options in the discretion of the Committee (subject to
approval by the Board).

          5.3 TERMINATION OF DIRECTORSHIP.

          (a) Disability. Subject to Section 6.8, if the holder of an option
granted pursuant to this Article V ceases to be a director of the Company by
reason of Disability, each such option held by such holder shall be exercisable
only to the extent that such option is exercisable on the effective date of such
holder's ceasing to be a director and may thereafter be exercised by such holder
(or such holder's guardian, legal representative or similar person) until the
earliest to occur of the (i) date which is three months after the effective date
of such holder's ceasing to be a director and (ii) the expiration date of the
term of such option.

          (b) Retirement. Subject to Section 6.8, if the holder of an option
granted pursuant to this Article V ceases to be a director of the Company on or
after age 65, each such option held by such holder shall be exercisable only to
the extent that such option is exercisable on the effective date of such
holder's ceasing to be a director and may thereafter be exercised by such holder
(or such holder's legal representative or similar person) until the earliest to
occur of the (i) date which is three months after the effective date of such
holder's ceasing to be a director and (ii) the expiration date of the term of
such option.

          (c) Death. Subject to Section 6.8, if the holder of an option granted
pursuant to this Article V ceases to be a director of the Company by reason of
death, each such option held by such holder shall be fully exercisable and may
thereafter be exercised by such holder's executor, administrator, legal
representative, beneficiary or similar person, as the case may be, until the
earliest to occur of the (i) date which is one year after the date of death and
(ii) the expiration date of the term of such option.

          (d) Other Termination. Subject to Section 6.8, if the holder of an
option granted pursuant to this Article V ceases to be a director of the Company
for any reason other than Disability, retirement on or after age 65 or death,
each such option held by such holder shall be exercisable only to the extent
such option is exercisable on the effective date of such holder's ceasing to be
a director and may thereafter be exercised by such holder (or such holder's
legal representative or similar person) until the earliest to occur of the (i)
date which is three months after the effective date of such holder's ceasing to
be a director and (ii) the expiration date of the term of such option.

          (e) Death Following Termination of Directorship. Subject to Section
6.8, if the holder of an option granted pursuant to this Article V dies during
the three-month period following such holder's ceasing to be a director of the
Company by reason of Disability, or if such a holder dies during the three-month
period following such holder's ceasing to be a director of the Company on or
after age 65, or if such a holder dies during the three-month period following
such holder's ceasing to be a director for any reason other than by reason of
Disability



                                       15
<PAGE>

or retirement on or after age 65, each such option held by such holder shall be
exercisable only to the extent that such option is exercisable on the date of
the holder's death and may thereafter be exercised by the holder's executor,
administrator, legal representative, beneficiary or similar person, as the case
may be, until the earliest to occur of the (i) date one year after the date of
death and (ii) the expiration date of the term of such option.

          5.4 DIRECTORS OPTIONS. Each Directors Option shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem advisable:

          (a) Option Period and Exercisability. If at any time prior to the time
that a Directors Option becomes exercisable, a Non-Employee Director shall no
longer be a member of the Board, such Directors Option shall become void and of
no further force or effect.

          (b) Purchase Price. The purchase price for the shares of Common Stock
subject to any Directors Option shall be equal to 100% of the Fair Market Value
of a share of Common Stock on the date of grant of such Directors Option. Such
Directors Options shall be exercisable in accordance with Section 2.1(c).

          (c) Restrictions on Transfer. Directors Options shall be subject to
the transfer restrictions and other provisions of Section 6.4.

          (d) Expiration. Each Directors Option which has become exercisable
pursuant to Section 5.4(a), to the extent not theretofore exercised, shall
expire on the first to occur of (i) the date which is three months after the
first date on which the Non-Employee Director shall no longer be a member of the
Board or the Board of Directors of a Subsidiary and (ii) the tenth anniversary
of the date of grant of such option; provided, however, that if the Non-Employee
Director shall die within such three-month period following the date on which he
shall have ceased to serve as such a director, such option may be exercised at
any time within the one-year period following the date of death to the extent
not theretofore exercised (but in no event later than the tenth anniversary of
the date of grant).


                                   VI. GENERAL

          6.1 EFFECTIVE DATE AND TERM OF PLAN. This Plan became effective on
February 24, 1997 and will terminate on February 24, 2007 unless terminated
earlier by the Board. Termination of this Plan shall not affect the terms or
conditions of any award granted prior to termination. Awards hereunder may be
made at any time prior to the termination of this Plan, provided that no award
may be made after February 24, 2007.

          6.2 AMENDMENTS. The Board may amend this Plan as it shall deem
advisable, subject to any requirement of stockholder approval required by
applicable law, rule or regulation including Section 162(m) of the Code;
provided, however, that no amendment shall be made without stockholder approval
if such amendment would (a) reduce the minimum purchase price in the case of an
option or the base price in the case of an SAR, (b) effect any change
inconsistent with Section 422 of the Code, (c) extend the term of this Plan or
(d) eliminate or



                                       16
<PAGE>

have the effect of eliminating the provision set forth in Section 6.12. No
amendment may impair the rights of a holder of an outstanding award without the
consent of such holder.

          6.3 AGREEMENT. Each award under this Plan shall be evidenced by an
Agreement setting forth the terms and conditions applicable to such award. No
award shall be valid until an Agreement is executed by the Company and the
recipient of such award and, upon execution by each party and delivery of the
Agreement to the Company, such award shall be effective as of the effective date
set forth in the Agreement.

          6.4 NON-TRANSFERABILITY OF STOCK OPTIONS, SARS AND PERFORMANCE SHARES.
No option, SAR or Performance Share shall be transferable other than (i) by
will, the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company or (ii) as otherwise set forth in
the Agreement relating to such award. Each option, SAR or Performance Share may
be exercised or settled during the participant's lifetime only by the holder or
the holder's legal representative or similar person. Except as permitted by the
second preceding sentence, no option, SAR or Performance Share may be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed
of (whether by operation of law or otherwise) or be subject to execution,
attachment or similar process. Upon any attempt to so sell, transfer, assign,
pledge, hypothecate, encumber or otherwise dispose of any option, SAR or
Performance Share, such award and all rights thereunder shall immediately become
null and void.

          6.5 TAX WITHHOLDING. The Company shall have the right to require,
prior to the issuance or delivery of any shares of Common Stock or the payment
of any cash pursuant to an award made hereunder, payment by the holder of such
award of any Federal, state, local or other taxes which may be required to be
withheld or paid in connection with such award. An Agreement may provide that
(i) the Company shall withhold whole shares of Common Stock which would
otherwise be delivered to a holder, having an aggregate Fair Market Value
determined as of the date the obligation to withhold or pay taxes arises in
connection with an award (the "Tax Date"), or withhold an amount of cash which
would otherwise be payable to a holder, in the amount necessary to satisfy any
such obligation or (ii) the holder may satisfy any such obligation by any of the
following means: (1) a cash payment to the Company, (2) delivery to the Company
of Mature Shares having an aggregate Fair Market Value, determined as of the Tax
Date, equal to the amount necessary to satisfy any such obligation, (3)
authorizing the Company to withhold whole shares of Common Stock which would
otherwise be delivered having an aggregate Fair Market Value, determined as of
the Tax Date, or withhold an amount of cash which would otherwise be payable to
a holder, equal to the amount necessary to satisfy any such obligation, (4) in
the case of the exercise of an option, a cash payment by a broker-dealer
acceptable to the Company to whom the optionee has submitted an irrevocable
notice of exercise or (5) any combination of (1), (2) and (3), in each case to
the extent set forth in the Agreement relating to the award; provided, however,
that the Committee shall have sole discretion to disapprove of an election
pursuant to any of clauses (2)-(5). An Agreement may provide for shares of
Common Stock to be delivered or withheld having an aggregate Fair Market Value
in excess of the minimum amount required to be withheld. Any fraction of a share
of Common Stock which would be required to satisfy such an obligation shall be
disregarded and the remaining amount due shall be paid in cash by the holder.


                                       17
<PAGE>

          6.6 RESTRICTIONS ON SHARES. Each award made hereunder shall be subject
to the requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the delivery of shares
thereunder, such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Company may require that certificates evidencing shares of Common Stock
delivered pursuant to any award made hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

          6.7 ADJUSTMENT. Except as provided in Section 6.8, in the event of any
stock split, stock dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares, liquidation, spin-off or other
similar change in capitalization or event, or any distribution to holders of
Common Stock other than a regular cash dividend, the number and class of
securities available under this Plan, the number and class of securities subject
to each outstanding option and the purchase price per security, the number of
securities subject to each option to be granted to Non-Employee Directors
pursuant to Article V, the terms of each outstanding SAR, the number and class
of securities subject to each outstanding Stock Award, and the terms of each
outstanding Performance Share shall be appropriately adjusted by the Committee,
such adjustments to be made in the case of outstanding options and SARs without
an increase in the aggregate purchase price or base price. The decision of the
Committee regarding any such adjustment shall be final, binding and conclusive.
If any such adjustment would result in a fractional security being (a) available
under this Plan, such fractional security shall be disregarded, or (b) subject
to an award under this Plan, the Company shall pay the holder of such award, in
connection with the first vesting, exercise or settlement of such award, in
whole or in part, occurring after such adjustment, an amount in cash determined
by multiplying (i) the fraction of such security (rounded to the nearest
hundredth) by (ii) the excess, if any, of (1) the Fair Market Value on the
vesting, exercise or settlement date over (2) the exercise or base price, if
any, of such award.

          6.8 CHANGE IN CONTROL.

          (a) (i) Notwithstanding any provision in this Plan or any Agreement,
     in the event of a Change in Control pursuant to Section (b)(iii) or (iv)
     below, (1) all outstanding options and SARs shall immediately become
     exercisable in full, (2) the Restriction Period applicable to any
     outstanding Restricted Stock Award shall lapse, (3) the Performance Period
     applicable to any outstanding Performance Share shall lapse and (4) the
     Performance Measures applicable to any outstanding Restricted Stock Award
     (if any) and to any outstanding Performance Share shall be deemed to be
     satisfied at the maximum level. If, in connection with such Change in
     Control, holders of Common Stock receive solely shares of common stock that
     are registered under Section 12 of the Exchange Act, there shall be
     substituted for each share of Common Stock available under this Plan,
     whether or not then subject to an outstanding award, the number and class
     of shares into which each outstanding share of Common Stock shall be
     converted pursuant



                                       18
<PAGE>

     to such Change in Control. If, in connection with such Change in Control,
     holders of Common Stock receive solely cash and shares of common stock that
     are registered under Section 12 of the Exchange Act, each outstanding award
     shall be surrendered to and canceled by the Company, and the holder shall
     receive, within ten days of the occurrence of such Change in Control, a
     proportionate amount of cash in the manner provided in Section (a)(ii)
     below, and there shall be substituted for the award surrendered a similar
     award reflecting a proportionate number of the class of shares into which
     each outstanding share of Common Stock shall be converted to such Change in
     Control. In the event of any such substitution, the proportion of cash and
     common stock, the purchase price per share in the case of an option and the
     base price in the case of an SAR, and any other terms of outstanding awards
     shall be appropriately adjusted by the Committee, such adjustments to be
     made in the case of outstanding options and SARs without an increase in the
     aggregate purchase price or base price; provided, that, the proportion of
     cash and common stock substituted for outstanding awards shall reflect the
     approximate proportion of cash and common stock received by holders of
     Common Stock in such Change in Control. If, in connection with a Change in
     Control, holders of Common Stock receive any portion of the consideration
     in a form other than cash or shares of common stock that are registered
     under Section 12 of the Exchange Act, each share of Common Stock available
     under this Plan, whether or not then subject to an outstanding award, shall
     be substituted or surrendered for such proportion of common stock, cash or
     other consideration as shall be determined by the Committee pursuant to
     Section 6.7.

          (ii) Notwithstanding any provision in this Plan or any Agreement, in
     the event of a Change in Control pursuant to Section (b)(i) or (ii) below,
     or in the event of a Change in Control pursuant to Section (b)(iii) or (iv)
     below in connection with which the holders of Common Stock receive cash,
     each outstanding award shall be surrendered to the Company by the holder
     thereof, and each such award shall immediately be canceled by the Company,
     and the holder shall receive, within ten days of the occurrence of a Change
     in Control pursuant to Section (b)(i) or (ii) below or within ten days of
     the approval of the stockholders of the Company contemplated by Section
     (b)(iii) or (iv) below, a cash payment from the Company in an amount equal
     to (1) in the case of an option, the number of shares of Common Stock then
     subject to such option, multiplied by the excess, if any, of the greater of
     (A) the highest per share price offered to stockholders of the Company in
     any transaction whereby the Change in Control takes place or (B) the Fair
     Market Value of a share of Common Stock on the date of occurrence of the
     Change in Control, over the purchase price per share of Common Stock
     subject to the option; (2) in the case of a Free-Standing SAR, the number
     of shares of Common Stock then subject to such SAR, multiplied by the
     excess, if any, of the greater of (A) the highest per share price offered
     to stockholders of the Company in any transaction whereby the Change in
     Control takes place or (B) the Fair Market Value of a share of Common Stock
     on the date of occurrence of the Change in Control, over the base price of
     the SAR; and (3) in the case of a Restricted Stock Award or Performance
     Share Award, the number of shares of Common Stock or the number of
     Performance Shares, as the case may be, then subject to such award,
     multiplied by the greater of (A) the highest per share price offered to
     stockholders of the Company in any transaction whereby the Change in
     Control takes place or (B) the Fair Market Value of a share of Common Stock
     on the date of occurrence of the Change in Control. In the event of a
     Change in Control, each Tandem SAR shall


                                       19
<PAGE>

     be surrendered by the holder thereof and shall be canceled simultaneously
     with the cancellation of the related option. Except as may be provided in
     an Agreement relating to an award, the Company may, but is not required to,
     cooperate with any person who is subject to Section 16 of the Exchange Act
     to assure that any cash payment in accordance with the foregoing to such
     person is made in compliance with Section 16 and the rules and regulations
     thereunder.

          (b) "Change in Control" shall mean:

          (i) the acquisition by any individual, entity or group (a "Person"),
     including any "person" within the meaning of Section 13(d)(3) or 14(d)(2)
     of the Exchange Act, of Beneficial Ownership of 25% or more of either (1)
     the then outstanding shares of common stock of the Company (the
     "Outstanding Company Common Stock") or (2) the combined voting power of the
     then outstanding securities of the Company entitled to vote generally in
     the election of directors (the "Outstanding Company Voting Securities");
     excluding, however, the following: (A) any acquisition directly from the
     Company (excluding any acquisition resulting from the exercise of an
     exercise, conversion or exchange privilege unless the security being so
     exercised, converted or exchanged was acquired directly from the Company),
     (B) any acquisition by the Company, (C) any acquisition by an employee
     benefit plan (or related trust) sponsored or maintained by the Company or
     any corporation controlled by the Company, (D) any acquisition by an Exempt
     Person or (E) any acquisition by any corporation pursuant to a transaction
     which complies with clauses (1), (2) and (3) of subsection (iii) of this
     Section 6.8(b); provided, further, that for purposes of clause (2), if any
     Person (other than an Exempt Person, the Company or any employee benefit
     plan (or related trust) sponsored or maintained by the Company or any
     corporation controlled by the Company) shall become the Beneficial Owner of
     50% or more of the Outstanding Company Common Stock or 50% or more of the
     Outstanding Company Voting Securities by reason of an acquisition by the
     Company, and such Person shall, after such acquisition by the Company,
     become the Beneficial Owner of any additional shares of the Outstanding
     Company Common Stock or any additional Outstanding Company Voting
     Securities and such Beneficial Ownership is publicly announced, such
     additional Beneficial Ownership shall constitute a Change in Control;

          (ii) individuals who, as of the effective date hereof, constitute the
     Board of Directors (the "Incumbent Board") cease for any reason to
     constitute at least a majority of such Board; provided, that, any
     individual who becomes a director of the Company subsequent to the
     effective date hereof whose election, or nomination for election by the
     Company's stockholders, was approved by the vote of at least a majority of
     the directors then comprising the Incumbent Board shall be deemed a member
     of the Incumbent Board; and provided, further, that any individual who was
     initially elected as a director of the Company as a result of an actual or
     threatened solicitation by a Person or a group for the purpose of opposing
     a solicitation by any other Person or group with respect to the election or
     removal of directors shall not be deemed a member of the Incumbent Board;

          (iii) approval by the stockholders of the Company of a reorganization,
     merger or consolidation or sale or other disposition of all or
     substantially all of the assets of the


                                       20
<PAGE>

     Company (a "Corporate Transaction"); excluding, however, a Corporate
     Transaction pursuant to which (1) all or substantially all of the
     individuals or entities who are the Beneficial Owners, respectively, of the
     Outstanding Company Common Stock and the Outstanding Company Voting
     Securities immediately prior to such Corporate Transaction will
     Beneficially Own, directly or indirectly, more than 50% of, respectively,
     the outstanding shares of common stock, and the combined voting power of
     the outstanding securities of such corporation entitled to vote generally
     in the election of directors, as the case may be, of the corporation
     resulting from such Corporate Transaction (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 indirectly)
     in substantially the same proportions relative to each other as their
     Beneficial Ownership, immediately prior to such Corporate Transaction, of
     the Outstanding Company Common Stock and the Outstanding Company Voting
     Securities, as the case may be, (2) no Person (other than an Exempt Person;
     the Company; any employee benefit plan (or related trust) sponsored or
     maintained by the Company or any corporation controlled by the Company; the
     corporation resulting from such Corporate Transaction; and any Person which
     Beneficially Owned, immediately prior to such Corporate Transaction,
     directly or indirectly, 50% or more of the Outstanding Company Common Stock
     or the Outstanding Company Voting Securities, as the case may be) will
     Beneficially Own, directly or indirectly, 50% or more of, respectively, the
     outstanding shares of common stock of the corporation resulting from such
     Corporate Transaction or the combined voting power of the outstanding
     securities of such corporation entitled to vote generally in the election
     of directors and (3) individuals who were members of the Incumbent Board
     will constitute at least a majority of the members of the board of
     directors of the corporation resulting from such Corporate Transaction; or

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

          Notwithstanding anything to the contrary herein, no Change of Control
shall be deemed to have taken place as a result of the issuance of shares of
Common Stock by the Company or the sale of shares of Common Stock by its
stockholders in connection with the Company's initial public offering.

          6.9 NO RIGHT OF PARTICIPATION OR EMPLOYMENT/SERVICE. No person shall
have any right to participate in this Plan. Neither this Plan nor any award made
hereunder shall confer upon any person any right to continued employment or
service by the Company, any Subsidiary or any affiliate of the Company or affect
in any manner the right of the Company, any Subsidiary or any affiliate of the
Company to terminate the employment or service of any person at any time without
liability hereunder.

          6.10 RIGHTS AS STOCKHOLDER. No person shall have any right as a
stockholder of the Company with respect to any shares of Common Stock or other
equity security of the Company which is subject to an award hereunder unless and
until such person becomes a stockholder of record with respect to such shares of
Common Stock or equity security.



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          6.11 GOVERNING LAW. This Plan, each award hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of the United States,
shall be governed by the laws of the State of Delaware and construed in
accordance therewith without giving effect to principles of conflicts of laws.

          6.12 REPRICING AWARDS. The exercise price or base price, as the case
may be, of any award granted hereunder shall not be changed after the date of
grant of such award without the affirmative vote of a majority of the voting
power of the shares of capital stock of the Company represented at a meeting in
which the change to such exercise price or base price is considered for
approval.

















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