<PAGE>

                                                                    Exhibit 10.7

                          CARIBINER INTERNATIONAL, INC.
                              AMENDED AND RESTATED
                             1996 STOCK OPTION PLAN
           (As amended and restated as of May 4, 2000 and approved by
                         stockholders on June 28, 2000)

         Article 1. Establishment, Objectives, and Duration

         1.1. Establishment of the Plan. Caribiner International, Inc., a
Delaware corporation (hereinafter referred to as the "Company"), hereby amends
and restates the stock incentive plan known as the Caribiner International, Inc.
1996 Stock Option Plan (the "Plan"). The Plan became effective as of January 1,
1996 and was amended as of May 16, 1999.

         The Plan permits the grant of Nonqualified Stock Options, Incentive
Stock Options and Restricted Stock.

         1.2. Objectives of the Plan. The objectives of the Plan are to optimize
the profitability and growth of the Company through incentives which are
consistent with the Company's goals and which link the personal interests of
Participants to those of the Company's stockholders; to provide Participants
with an incentive for excellence in individual performance; and to promote
teamwork among Participants.

         The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Participants who
make significant contributions to the Company's success and to allow
Participants to share in the success of the Company.

         1.3. Duration of the Plan. The Plan shall commence on the Effective
Date and shall remain in effect, subject to the right of the Compensation
Committee of the Board of Directors of the Company to amend or terminate the
Plan at any time pursuant to Article 11 hereof, until all Awards granted
hereunder are satisfied by the issuance of Shares and/or the payment of cash.
However, in no event may an Award be granted under the Plan on or after the
tenth anniversary of the Effective Date.

         Article 2. Definitions

         Except where the context otherwise indicates, any masculine term used
herein shall include the feminine, the plural shall include the singular, and
the singular shall include the plural.

         Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized:

         2.1. "Award" means, individually or collectively, a grant under this
Plan of Nonqualified Stock Options, Incentive Stock Options and Restricted
Stock.

         2.2. "Award Agreement" means an agreement entered into by the Company
and each Participant setting forth the terms and provisions applicable to an
Award.

                                        1

<PAGE>

         2.3. "Beneficial Owner" or "Beneficial Ownership" shall have the
meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations
under the Exchange Act.

         2.4. "Board" or "Board of Directors" means the board of directors of
the Company.

         2.5. "Change of Control" means (i) any Person (other than Warburg,
Pincus Investors, L.P. or any affiliate thereof) who acquires, in a single
transaction or series of related transactions fifty percent (50%) or more of the
Shares of the Company or (ii) the sale of all or substantially all of the assets
of the Company (other than a wholly-owned Subsidiary of the Company).

         2.6. "Code" means the Internal Revenue Code of 1986, as amended from
time to time and any rules or regulations promulgated thereunder.

         2.7. "Committee" means the Compensation Committee of the Board or such
other Committee appointed by the Board pursuant to Section 3.1 to administer the
Plan with respect to grants of Awards.

         2.8. "Company" means Caribiner International, Inc., a Delaware
corporation, and any successor thereto, or any Subsidiary, division or affiliate
thereof.

         2.9. "Consultant" means any individual who performs consulting services
for the Company or any Subsidiary.

         2.10. "Covered Employee" means any Participant who is designated by the
Committee prior to the date that the Committee establishes the Performance
Targets for a Plan Year, to be a "covered employee" within the meaning of Code
Section 162(m).

         2.11. "Director" means any individual who is a member of the Board of
Directors.

         2.12. "Disability" means a long-term or total disability, as determined
by the Committee, in its sole discretion.

         2.13. "Effective Date" means January 1, 1996.

         2.14. "Employee" means any individual who is an employee of the Company
or any Subsidiary.

         2.15. "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time and any rules or regulations promulgated thereunder.

         2.16. "Fair Market Value" means (i) if the Shares are listed on a
national securities exchange or quoted through the Nasdaq Stock Market/Nasdaq
National Market, the Fair Market Value on any day shall be the average of the
high and low reported consolidated


                                        2
<PAGE>

trading sales prices, or if no such sale is made on such day, the average of the
closing bid and asked prices reported on the consolidated trading listing for
such day; (ii) if the Shares are quoted through the Nasdaq inter-dealer
quotation system, the Fair Market Value on any day shall be the average of the
representative bid and asked prices at the close of business for such day; or
(iii) if the Shares are at the time neither listed on any stock exchange nor
quoted though Nasdaq, then the Fair Market Value shall be determined by the
Committee after taking into account such factors as the Committee shall deem
appropriate.

         2.17. "Incentive Stock Option" or "ISO" means an option to purchase
Shares granted under Article 6 herein and which is designated as an Incentive
Stock Option and which is intended to meet the requirements of Code Section 422.

         2.18. "Insider" shall mean an individual who is, on the relevant date,
an officer, Director or Beneficial Owner of ten percent (10%) or more of any
class of the Company's equity securities that is registered pursuant to Section
12 of the Exchange Act, all as defined under Section 16 of the Exchange Act and
the General Rules and Regulations promulgated thereunder.

         2.19. "Nonemployee Director" means a Director who is not an Employee of
the Company or any Subsidiary.

         2.20. "Nonqualified Stock Option" or "NQSO" means an option to purchase
Shares granted under Article 6 herein which is not intended to be treated as an
"incentive stock option" under Code Section 422.

         2.21. "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.

         2.22. "Option Price" means the price at which a Share may be purchased
by a Participant pursuant to an Option.

         2.23. "Participant" means an Employee, Consultant or Director
designated by the Committee to participate in the Plan.

         2.24. "Performance Target" means a Company goal which shall be equal to
a desired level or levels for any Plan Year or Plan Years of any or a
combination of the following criteria on an absolute or relative basis and,
where applicable, measured before or after interest, depreciation, amortization,
service fees, extraordinary items and/or special items: (i) pre-tax earnings,
(ii) operating earnings, (iii) after-tax earnings, (iv) return on investment,
(v) earned value added, (vi) earnings per share, (vii) revenues, (viii) cash
flow or cash flow on investment, (ix) return on assets or return on net assets,
(x) return on capital, (xi) return on equity, (xii) return on sales, (xiii)
operating margin, (xiv) total shareholder return or stock price appreciation or
(xv) net income, in each case determined in accordance with generally accepted
accounting principles (subject to modifications approved by the Committee)
consistently applied for the Company on a divisional, subsidiary or consolidated
basis or any combination thereof.



                                        3
<PAGE>

         2.25. "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock is limited in some way (based on the
passage of time, the achievement of a Performance Target, if applicable, or upon
the occurrence of other events as determined by the Committee, at its
discretion), and the Shares are subject to a substantial risk of forfeiture, as
provided in Article 7 herein.

         2.26. "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as described in Section 13(d) thereof.

         2.27. "Plan" means the Caribiner International, Inc. 1996 Stock Option
Plan.

         2.28. "Plan Year" means the fiscal year of the Company.

         2.29. "Restricted Stock" means an Award of Shares granted to a
Participant pursuant to Article 7 herein.

         2.30. "Retirement" means a termination of employment or relationship
with the Company or a Subsidiary either (i) on a voluntary basis by a
Participant who is at least 65 years of age or (ii) otherwise with the written
consent of the Committee in its sole discretion. The decision of the Committee
shall be final and conclusive.

         2.31. "Shares" means the shares of common stock of the Company par
value $.01 per Share.

         2.32. "Subsidiary" means any corporation, partnership, joint venture,
or other entity which is consolidated with the Company for financial reporting
purposes, provided that for ISOs, "Subsidiary" has the meaning set forth in Code
Section 422.

         Article 3. Administration

         3.1. The Administrator. The Plan shall be administered by the
Committee.

         3.2. Authority of the Administrator. Except as limited by law or by the
certificate of incorporation or bylaws of the Company (each as may be amended or
restated from time to time), and subject to the provisions of the Plan, the
Committee shall have full power and authority, in its sole discretion, to (a)
select Participants from among all eligible Employees, Consultants and Directors
and determine the nature, amount, terms and conditions of Awards in a manner
consistent with the Plan; (b) make Awards to Participants; (c) construe and
interpret the Plan and any agreement or instrument entered into under the Plan;
(d) adopt, amend, waive or rescind such rules and regulations as the Committee
may deem appropriate for the proper administration or operation of the Plan; (e)
subject to the provisions of Article 11, amend the terms and conditions of any
outstanding Award to the extent such terms and conditions are within the
discretion of the Committee as provided in the Plan; and (f) make all other
determinations and take all other actions as may be necessary, appropriate or
advisable for the administration or operation of the Plan. As permitted by law
and to the extent permitted by Code Section 162(m), the Committee may delegate
to any individual or committee (including a


                                        4
<PAGE>

Committee of Nonemployee Directors, to the extent that the Committee shall not
be so constituted) its authority, or any part thereof, as it deems necessary,
appropriate or advisable for proper administration or operation of the Plan.

         3.3. Determination of Performance Target. The Committee shall adopt in
writing each year, within 90 days of such year, the applicable Performance
Target that must be achieved in order to receive Restricted Stock (if
applicable) under the Plan.

         3.4. Decisions Binding. All determinations, interpretations, decisions
or other actions made or taken by the Committee pursuant to the provisions of
the Plan and all related orders and resolutions of the Committee shall be final,
conclusive and binding for all purposes and upon all persons, including without
limitation the Company, its stockholders, Directors, Employees, Consultants,
Participants, and Participants' estates and beneficiaries.

         Article 4. Shares Subject to the Plan and Maximum Awards

         4.1. Number of Shares Available for Grants. Subject to adjustment as
provided in Section 4.3 herein, the maximum number of Shares with respect to
which Awards may be granted to Participants under the Plan shall be 3,500,000 of
the Company's total outstanding shares of all classes of common stock of the
Company. Shares issued under the Plan may be either authorized but unissued
Shares, treasury Shares or any combination thereof.

         4.2. Lapsed Awards. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason without the issuance of Shares or
payment in respect thereof, any Shares subject to such Award again shall be
available for the grant of an Award under the Plan to the fullest extent
permitted under Rule 16b-3 of the Exchange Act and Sections 422 and 162(m) of
the Code.

         4.3. Adjustments in Authorized Shares. In the event of any change in
corporate capitalization, such as a stock split, stock dividend or combination
of shares or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Company, any reorganization (whether or not such reorganization comes within
the definition of such term in Code Section 368), or any partial or complete
liquidation of the Company, an adjustment shall be made in the number and class
of Shares which may be delivered under Section 4.1, in the number and class of
and/or price of Shares subject to outstanding Awards granted under the Plan, and
in the Awards limits set forth in subsections 4.4 (a) and (b) as may be
determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights, provided, however,
that the number of Shares subject to any Award shall always be a whole number.

         4.4. Maximum Awards. The following rules shall apply to grants of such
Awards under the Plan:

         (a) Options: The maximum aggregate number of Shares that may be granted
         in the form of Options, pursuant to any Award granted in any one Plan
         Year to any one single Participant shall be 750,000.



                                        5
<PAGE>

         (b) Restricted Stock: The maximum aggregate grant with respect to
         Awards of Restricted Stock granted in any one Plan Year to any one
         Participant shall be 750,000.

         Article 5. Eligibility and Participation

         5.1. Eligibility. Persons eligible to participate in this Plan include
Employees, Consultants and Directors of the Company and its Subsidiaries,
including Employees who are members of the Board.

         5.2. Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees,
Consultants and Directors, those to whom Awards shall be granted and shall
determine the nature, amount and terms and conditions of each Award.

         Article 6. Stock Options

         6.1. Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee,
provided however, in the case of ISOs, the aggregate Fair Market Value
(determined at the time the ISO is granted) of the Shares with respect to which
ISOs are exercisable for the first time by any optionee during any calendar year
(under all plans of the Company and any Subsidiary) shall not exceed $100,000.

         6.2. Award Agreement. Each Option granted shall be evidenced by an
Award Agreement that shall specify the Option Price, the duration of the Option,
the number of Shares to which the Option pertains, and such other provisions as
the Committee shall determine. The Award Agreement also shall specify whether
the Option is intended to be an ISO within the meaning of Code Section 422, or
an NQSO whose grant is intended not to fall under the provisions of Code Section
422.

         6.3. Option Price. The Option Price for each grant of an Option under
this Plan shall be at least equal to one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted except that in the
case of an ISO granted to a Participant owning (actually or constructively under
Code Section 424(d)) more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of a Subsidiary, the Option
Price shall not be less than one hundred and ten percent (110%) of the Fair
Market Value of the Shares on the date of grant.

         6.4. Duration of Options. Each Option granted to a Participant shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the tenth
(10th ) anniversary date of its grant and no ISO granted to a five percent (5%)
shareholder of the Company shall be exercisable later than the fifth (5th)
anniversary of the date of grant.

         6.5. Exercise of Options. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee


                                        6
<PAGE>

shall in each instance approve, which need not be the same for each Award or for
each Participant.

         6.6. Payment. Options granted under this Article 6 shall be exercised
by the delivery of notice of exercise to the Company or its designee, setting
forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.

         The Option Price upon exercise of any Option shall be payable to the
Company or its designee in full either (a) in cash or its equivalent, or (b) by
tendering previously acquired Shares having an aggregate Fair Market Value at
the time of exercise equal to the total Option price (provided that the Shares
which are tendered must have been held by the Participant for at least six (6)
months prior to their tender to satisfy the Option Price), or (c) by a
combination of (a) and (b).

         The Committee also may allow cashless exercise as permitted under the
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.

         Subject to any governing rules or regulations, as soon as practicable
after receipt of a written notification of exercise and full payment, the
Company shall deliver to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s); provided, however, that if the Committee permits cashless
exercise of Options, a Participant may elect to receive the cash proceeds from
the cashless exercise in lieu of Shares.

         6.7. Restrictions on Share Transferability. The Committee may impose
such restrictions on the transfer of any Shares acquired pursuant to the
exercise of an Option granted under this Article 6 as it may deem advisable,
including, without limitation, restrictions under applicable Federal securities
laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky or state securities
laws applicable to such Shares.

         6.8. Termination of Employment or Relationship with the Company. Each
Participant's Award Agreement shall set forth the extent to which the
Participant shall have the right to exercise the Option following termination of
the Participant's employment or relationship with the Company or any Subsidiary.
Such provisions shall be determined in the sole discretion of the Committee,
shall be included in the Award Agreement entered into with each Participant,
need not be uniform among all Options issued pursuant to this Article 6, and may
reflect distinctions based on the reasons for termination of employment or
relationship with the Company.

         6.9. Nontransferability of Options.

         (a) Incentive Stock Options. No ISO granted under the Plan may be sold,
         transferred, pledged, assigned, or otherwise alienated or hypothecated,
         other than


                                        7
<PAGE>

         by will or by the laws of descent and distribution. Further, all ISOs
         granted to a Participant under the Plan shall be exercisable during his
         or her lifetime only by such Participant or in the event of the
         Participant's legal incapacity, the Participant's legal guardian or
         representative.

         (b) Nonqualified Stock Options. Except as otherwise provided in a
         Participant's Award Agreement, no NQSO granted under this Article 6 may
         be sold, transferred, pledged, assigned, or otherwise alienated or
         hypothecated, other than by will or by the laws of descent and
         distribution; provided, however, Participants, may in the Committee's
         sole discretion, transfer a NQSO to a member of such Participant's
         immediate family or to a trust for the benefit of such Participant's
         immediate family pursuant to the provisions of Revenue Ruling 98-21.
         Further, except as otherwise provided in a Participant's Award
         Agreement or with respect to the immediate family member or trust
         established for the immediate family of an executive officer of the
         Company, as determined by the Committee, in its sole discretion, all
         NQSOs granted to a Participant under this Article 6 shall be
         exercisable during his or her lifetime only by such Participant or in
         the event of the Participant's legal incapacity, the Participant's
         legal guardian or representative.

         Article 7. Restricted Stock

         7.1. Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Committee shall
determine and upon the attainment of the Performance Target, if applicable. As
soon as practicable after the close of each Plan Year, the Committee shall
determine with respect to each Participant whether and the extent to which any
applicable Performance Targets were attained or exceeded.

         7.2. Restricted Stock Agreement. Each Restricted Stock Award shall be
evidenced by a Restricted Stock Award Agreement that shall specify the
restrictions, including restrictions creating a substantial risk of forfeiture,
the Period(s) of Restriction, the number of Shares of Restricted Stock granted,
and as such other provisions as the Committee shall determine. Restrictions on
Restricted Stock shall lapse at such time(s) and in such manner and subject to
such conditions as the Committee shall in each instance determine, which need
not be the same for each Award or for each Participant.

         7.3. Transferability. Except as provided in this Article 7, the Shares
of Restricted Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable
Period of Restriction established by the Committee and specified in the
Restricted Stock Award Agreement, or upon earlier satisfaction of any other
conditions, as specified by the Committee in its sole discretion and set forth
in the Restricted Stock Award Agreement. All rights with respect to the
Restricted Stock granted to a Participant under the Plan shall be available
during his or her lifetime only to such Participant, or in the event of the
Participant's legal incapacity, to the Participant's legal guardian or
representative.



                                        8
<PAGE>

         7.4. Other Restrictions. The Committee shall impose such other
conditions and/or restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including, without limitation, a
requirement that Participants pay a stipulated purchase price for each Share of
Restricted Stock, time-based restrictions on vesting following the attainment of
the Performance Target, if applicable, and/or restrictions under applicable
Federal or state securities laws.

         The Company or its designee shall retain the certificates representing
Shares of Restricted Stock in the Company's possession until such time as all
conditions and/or restrictions applicable to such Shares have been satisfied.

         Except as otherwise provided in this Article 7, Shares of Restricted
Stock covered by each Restricted Stock grant made under the Plan shall become
freely transferable by the Participant after the last day of the applicable
Period of Restriction.

         7.5. Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares.

         7.6. Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock granted hereunder
may be credited with regular cash dividends paid with respect to the underlying
Shares while they are so held. The Committee may apply any restrictions to the
dividends that the Committee deems appropriate. In the event that any dividend
constitutes a "derivative security" within the meaning of Rule 16a-1 of the
General Rules and Regulations promulgated under the Exchange Act or an "equity
security" within the meaning of Section 3(a)(11) of the Exchange Act, such
dividend shall be subject to a period of restriction equal to the remaining
Period of Restriction applicable to the Restricted Stock with respect to which
the dividend has been paid.

         7.7. Termination of Employment or Relationship with the Company. Each
Restricted Stock Award Agreement shall set forth the extent to which the
Participant shall have the right to receive unvested Restricted Shares following
termination of the Participant's employment or relationship with the Company or
any Subsidiary. Such provisions shall be determined in the sole discretion of
the Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Shares of Restricted Stock issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination of employment or relationship with the Company.

         Article 8. Beneficiary Designation

         A Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries to receive any benefit in case of his or her death
before he or she receives any or all of such benefit. Each such designation
shall revoke all prior designations by the same Participant and will be
effective only when filed by the Participant in writing (in such form or manner
as may be prescribed by the Committee) with the Company during the Participant's
lifetime. In the absence of a valid designation, if no validly designated
beneficiary survives the Participant or if


                                        9
<PAGE>

each surviving validly designated beneficiary is legally impaired or prohibited
from taking, the Participant's beneficiary shall be the Participant's estate.

         Article 9. Deferrals

         The Committee may permit or require a Participant to defer such
Participant's receipt of the payment of cash or the delivery of Shares that
would otherwise be due to such Participant by virtue of the exercise of an
Option or the lapse or waiver of restrictions with respect to Restricted Stock.
If any such deferral election is required or permitted, the Committee shall, in
its sole discretion, establish rules and procedures for such payment deferrals.

         Article 10. Change of Control

         In the event of a Change of Control, (i) any and all Options granted
hereunder shall become immediately exercisable as of the effective date of the
Change of Control and shall remain exercisable throughout their term, (ii) any
Period of Restriction and restrictions imposed on Restricted Stock shall lapse
as of the effective date of the Change of Control and (iii) the Performance
Target with respect to outstanding Restricted Stock, if any, shall be deemed to
have been attained as of the effective date of the Change of Control.
Notwithstanding the foregoing, in the case that the Company is merged or
consolidated with another corporation, or the assets or stock of the Company is
acquired by another corporation, or a separation, reorganization or liquidation
of the Corporation occurs, the Board, or the board of directors of any
corporation assuming the obligations of the Company hereunder, shall make
appropriate provisions for the protection of any Award hereunder by substitution
on an equitable basis of appropriate stock of the Company, or appropriate stock
of the merged, consolidated, or otherwise reorganized corporation, provided only
that the excess of the aggregate Fair Market Value of the Shares subject to the
Award immediately after such substitution over the price to be paid for such
Award as set forth in any applicable award agreement is not less than the excess
of the aggregate Fair Market Value of the Shares subject to the Award
immediately before such substitution over the price to be paid for such Award.

         Article 11. Amendment, Adjustment, and Termination.

         11.1. Amendment and Termination. Subject to Section 11.2, the Committee
may at any time, and from time to time, in its sole discretion alter, amend,
suspend or terminate the Plan in whole or in part for any reason or for no
reason; provided, however, that no amendment or other action that requires
stockholder approval in order for the Plan to continue to comply with applicable
law shall be effective unless such amendment or other action shall be approved
by the requisite vote of stockholders of the Company entitled to vote thereon.

         11.2. Awards Previously Granted. No alteration, amendment, suspension
or termination of the Plan shall adversely affect in any material way any Award
previously made under the Plan without the written consent of the affected
Participant; provided, however, that the Committee may modify, without a
Participant's consent, any Award previously made to a Participant who is a
foreign national or employed outside the United States to recognize differences
in local law, tax policy or custom.



                                       10
<PAGE>

         11.3. Compliance with Code Section 162(m). At all times when Code
Section 162(m) is applicable, all Awards granted under this Plan shall comply
with the requirements of Code Section 162(m); provided, however, that in the
event the Committee determines that such compliance is not desired with respect
to any Award of Restricted Stock, compliance with Code Section 162(m) will not
be required. In addition, in the event that changes are made to Code Section
162(m) to permit greater flexibility with respect to any Award or Awards
available under the Plan, the Committee may, subject to this Article 11, make
any adjustments it deems appropriate.

         Article 12 Withholding.

         12.1. Tax Withholding. The Company shall have the power 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, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.

         12.2. Share Withholding. With respect to withholding required upon the
exercise of Options, upon the lapse of restrictions on Restricted Stock, or upon
any other taxable event arising as a result of Awards granted hereunder,
Participants may elect to satisfy the withholding requirement, in whole or in
part, by having the Company withhold Shares having a Fair Market Value on the
date the tax is to be determined equal to the statutory total tax (using the
Federal Supplemental wage rate, and state or local equivalent as well as any
FICA or Medicare taxes) which could be imposed on the transaction. All such
elections shall be irrevocable, made in such form as the Committee shall
designate, and shall be subject to any restrictions or limitations that the
Committee, in its sole discretion, deems appropriate.

         Article 13. Successors.

         All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

         Article 14. Legal Construction.

         14.1. 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.

         14.2. Severability. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

         14.3. Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.



                                       11
<PAGE>

         14.4. Securities Law Compliance. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the 1934 Act. To the extent any provision of the
Plan or action by Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.

         14.5. Governing Law. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the state of New York.

         14.6. Special Compensation. Except as otherwise required by law or as
specifically provided in any plan or program maintained by the Company, no
payment under the Plan shall be included or taken into account in determining
any benefit under any pension, thrift, profit sharing, group insurance, or other
benefit plan maintained by the Company.

         14.7. Incompetent Payee. If the Committee shall find that any
individual to whom any amount is payable under the Plan is found by a court of
competent jurisdiction to be unable to care for his affairs because of illness
or accident, or is a minor, or has died, then the payment due him or his estate
(unless a prior claim thereof has been made by a duly appointed legal
representative) may, if the Committee so elects, be paid to his spouse, a child,
a relative, an institution maintaining or having custody of such individual, or
any other individual deemed by the Committee to be a proper recipient on behalf
of such individual otherwise entitled to payment. Any such payment shall
constitute a complete discharge of all liability of the Plan thereof.

         14.8. No Rights to Continuance of Employment or Relationship. Neither
the Plan nor any Award Agreement shall be construed as giving any Participant
the right to be retained by the Company or a Subsidiary, nor shall they
interfere in any way with the right of the Company or a Subsidiary to terminate
the Participant's employment or relationship at any time with or without cause.


                                       12