EXHIBIT 10.1(a)

                        DAWSON PRODUCTION SERVICES, INC.

                              AMENDED AND RESTATED
                               1995 INCENTIVE PLAN
                          (Amended as of July 31, 1997)


                            SCOPE AND PURPOSE OF PLAN

        Dawson Production Services, Inc., a Texas corporation (formerly Dawson
Well Servicing, Inc.) ("Dawson"), has adopted a 1995 Incentive Plan effective as
of October 6, 1995; Dawson now desires to amend and restate such plan as of July
31, 1997 (the "Plan") to provide for the granting of:

        (a)     Incentive Options (hereafter defined) to certain Key Employees
                (hereafter defined);

        (b)     Nonstatutory Options (hereafter defined) to certain Key
                Employees, Non-Employee Directors (hereafter defined) and other
                persons;

        (c)     Restricted Stock Awards (hereafter defined) to certain Key
                Employees and other persons; and

        (d)     Stock Appreciation Rights (hereafter defined) to certain Key
                Employees and other persons.

        The purpose of the Plan is to provide an incentive for Key Employees and
directors of the Corporation or its Subsidiaries (hereafter defined) to aid the
Corporation in attracting able persons to enter the service of the Corporation
and its Subsidiaries, to extend to them the opportunity to acquire a proprietary
interest in the Corporation so that they will apply their best efforts for the
benefit of the Corporation, and to remain in the service of the Corporation or
its Subsidiaries. This Plan has been originally adopted by the Board of
Directors and stockholders of the Corporation prior to the registration of any
of securities of the Corporation under the Exchange Act (hereafter defined) and
accordingly amounts paid under the Plan are exempt from the provisions of
Section 162(m) of the Code (hereafter defined).

SECTION 1.  DEFINITIONS

        1.1 "Acquiring Person" means any Person other than the Corporation, any
Subsidiary of the Corporation, any employee benefit plan of the Corporation or
of a Subsidiary of the Corporation or of a corporation owned directly or
indirectly by the stockholders of the Corporation in substantially the same
proportions as their ownership of Stock of the Corporation, or any trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation or of a Subsidiary of the Corporation or of a corporation owned
directly or indirectly by the stockholders of the Corporation in substantially
the same proportions as their ownership of Stock of the Corporation.

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        1.2 "Affiliate" means (a) any Person who is directly or indirectly the
beneficial owner of at least 10% of the voting power of the Voting Securities or
(b) any Person controlling, controlled by, or under common control with the
Company or any Person contemplated in clause (a) of this Subsection 1.2.

        1.3 "Award" means the grant of any form of Option, Restricted Stock
Award, or Stock Appreciation Right under the Plan, whether granted individually,
in combination, or in tandem, to a Holder pursuant to the terms, conditions, and
limitations that the Committee may establish in order to fulfill the objectives
of the Plan.

        1.4 "Award Agreement" means the written agreement between the
Corporation and a Holder evidencing the terms, conditions, and limitations of
the Award granted to that Holder.

        1.5 "Board of Directors" means the board of directors of the
Corporation.

        1.6 "Business Day" means any day other than a Saturday, a Sunday, or a
day on which banking institutions in the State of Texas are authorized or
obligated by law or executive order to close.

        1.7 "Change in Control" means the event that is deemed to have occurred
if:

               (a) any Acquiring Person is or becomes the "beneficial owner" (as
        defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
        of securities of the Corporation representing fifty percent or more of
        the combined voting power of the then outstanding Voting Securities of
        the Corporation; or

               (b) members of the Incumbent Board cease for any reason to
        constitute at least a majority of the Board of Directors; or

               (c) a public announcement is made of a tender or exchange offer
        by any Acquiring Person for fifty percent or more of the outstanding
        Voting Securities of the Corporation, and the Board of Directors
        approves or fails to oppose that tender or exchange offer in its
        statements in Schedule 14D-9 under the Exchange Act; or

               (d) the stockholders of the Corporation approve a merger or
        consolidation of the Corporation with any other corporation or
        partnership (or, if no such approval is required, the consummation of
        such a merger or consolidation of the Corporation), other than a merger
        or consolidation that would result in the Voting Securities of the
        Corporation outstanding immediately before the consummation thereof
        continuing to represent (either by remaining outstanding or by being
        converted into Voting Securities of the surviving entity or of a parent
        of the surviving entity) a majority of the combined voting power of

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        the Voting Securities of the surviving entity (or its parent)
        outstanding immediately after that merger or consolidation; or

               (e) the stockholders of the Corporation approve a plan of
        complete liquidation of the Corporation or an agreement for the sale or
        disposition by the Corporation of all or substantially all the
        Corporation's assets (or, if no such approval is required, the
        consummation of such a liquidation, sale, or disposition in one
        transaction or series of related transactions) other than a liquidation,
        sale, or disposition of all or substantially all the Corporation's
        assets in one transaction or a series of related transactions to a
        corporation owned directly or indirectly by the stockholders of the
        Corporation in substantially the same proportions as their ownership of
        Stock of the Corporation.

        1.8 "Code" means the Internal Revenue Code of 1986, as amended.

        1.9 "Committee" means the Committee, which Committee shall administer
this Plan and is further described under Section 3.

        1.10 "Convertible Securities" means evidences of indebtedness, shares of
capital stock, or other securities that are convertible into or exchangeable for
shares of Stock, either immediately or upon the arrival of a specified date or
the happening of a specified event.

        1.11 "Corporation" has the meaning given to it in the second paragraph
under "Scope and Purpose of Plan."

        1.12 "Date of Grant" has the meaning given it in Subsection 4.3.

        1.13 "Disability" has the meaning given it in Subsection 10.4.

        1.14 "Disinterested Person" has the meaning given it in Rule
16b-3(c)(2)(i).

        1.15 "Effective Date" means October 6, 1995.

        1.16 "Eligible Individuals" means (a) Key Employees, (b) Non-Employee
Directors only for purposes of Nonstatutory Options pursuant to Section 8, (c)
any other Person that the Committee designates as eligible for an Award (other
than for Incentive Options) because the Person performs, or has performed,
valuable services for the Corporation or any of its Subsidiaries (other than
services in connection with the offer or sale of securities in a capital-
raising transaction) and the Committee determines that the Person has a direct
and significant effect on the financial development of the Corporation or any of
its Subsidiaries, and (d) any transferee of an Award if the transfer has been
approved in advanced by the written consent of a majority of the Committee
members. Notwithstanding the foregoing provisions of this Subsection 1.16, to
ensure that the requirements of the fourth sentence of Subsection 3.1 are
satisfied, the Board of Directors may from time to time specify individuals who
shall not be eligible for the grant of Awards or equity securities under any
plan of the Corporation or its Affiliates. Nevertheless, the Board of Directors
may at any time determine that an individual who has been

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so excluded from eligibility shall become eligible for grants of Awards and
grants of such other equity securities under any plans of the Corporation or its
Affiliates so long as that eligibility will not impair the Plan's satisfaction
of the conditions of Rule 16b-3.

        1.17 "Employee" means any employee of the Corporation or of any of its
Subsidiaries, including officers and directors of the Corporation who are also
employees of the Corporation or of any of its Subsidiaries.

        1.18 "Exchange Act" means the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, or any successor law, as it may be
amended from time to time.

        1.19 "Exercise Notice" has the meaning given it in Subsection 5.5.

        1.20 "Exercise Price" has the meaning given it in Subsection 5.4.

        1.21 "Fair Market Value" means, for a particular day:

               (a) If shares of Stock of the same class are listed or admitted
        to unlisted trading privileges on any national or regional securities
        exchange at the date of determining the Fair Market Value, then the last
        reported sale price, regular way, on the composite tape of that exchange
        on the last Business Day before the date in question or, if no such sale
        takes place on that Business Day, the average of the closing bid and
        asked prices, regular way, in either case as reported in the principal
        consolidated transaction reporting system with respect to securities
        listed or admitted to unlisted trading privileges on that securities
        exchange; or

               (b) If shares of Stock of the same class are not listed or
        admitted to unlisted trading privileges as provided in Subsection
        1.21(a) and sales prices for shares of Stock of the same class in the
        over-the-counter market are reported by the National Association of
        Securities Dealers, Inc. Automated Quotations, Inc. ("NASDAQ") National
        Market System (or such other system then in use) at the date of
        determining the Fair Market Value, then the last reported sales price so
        reported on the last Business Day before the date in question or, if no
        such sale takes place on that Business Day, the average of the high bid
        and low asked prices so reported; or

               (c) If shares of Stock of the same class are not listed or
        admitted to unlisted trading privileges as provided in Subsection
        1.21(a) and sales prices for shares of Stock of the same class are not
        reported by the NASDAQ National Market System (or a similar system then
        in use) as provided in Subsection 1.21(b), and if bid and asked prices
        for shares of Stock of the same class in the over-the-counter market are
        reported by NASDAQ (or, if not so reported, by the National Quotation
        Bureau Incorporated) at the date of determining the Fair Market Value,
        then the average of the high bid and low asked prices on the last
        Business Day before the date in question; or

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               (d) If shares of Stock of the same class are not listed or
        admitted to unlisted trading privileges as provided in Subsection
        1.21(a) and sales prices or bid and asked prices therefor are not
        reported by NASDAQ (or the National Quotation Bureau Incorporated) as
        provided in Subsection 1.21(b) or Subsection 1.21(c) at the date of
        determining the Fair Market Value, then the value determined in good
        faith by the Committee, which determination shall be conclusive for all
        purposes; or

               (e) If shares of Stock of the same class are listed or admitted
        to unlisted trading privileges as provided in Subsection 1.21(a) or
        sales prices or bid and asked prices therefor are reported by NASDAQ (or
        the National Quotation Bureau Incorporated) as provided in Subsection
        1.22(b) or Subsection 1.22(c) at the date of determining the Fair Market
        Value, but the volume of trading is so low that the Board of Directors
        determines in good faith that such prices are not indicative of the fair
        value of the Stock, then the value determined in good faith by the
        Committee, which determination shall be conclusive for all purposes
        notwithstanding the provisions of Subsections 1.21(a), (b), or (c).

For purposes of valuing Incentive Options, the Fair Market Value of Stock shall
be determined without regard to any restriction other than one that, by its
terms, will never lapse. For purposes of the redemption provided for in
Subsection 9.3(d)(v), Fair Market Value shall have the meaning and shall be
determined as set forth above; provided, however, that the Committee, with
respect to any such redemption, shall have the right to determine that the Fair
Market Value for purposes of the redemption should be an amount measured by the
value of the shares of Stock, other securities, cash, or property otherwise
being received by holders of shares of Stock in connection with the
Restructuring and upon that determination the Committee shall have the power and
authority to determine Fair Market Value for purposes of the redemption based
upon the value of such shares of stock, other securities, cash, or property. Any
such determination by the Committee, as evidenced by a resolution of the
Committee, shall be conclusive for all purposes.

        1.22 "Fiscal Year" means the fiscal year of the Corporation ending on
March 31 of each year.

        1.23 "Holder" means an Eligible Individual to whom an outstanding Award
has been granted, or the permitted transferee of a Holder.

        1.24 "Incumbent Board" means the individuals who, as of the Effective
Date, constitute the Board of Directors and any other individual who becomes a
director of the Corporation after that date and whose election or appointment by
the Board of Directors or nomination for election by the Corporation's
stockholders was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board.

        1.25 "Incentive Option" means an incentive stock option as defined under
Section 422 of the Code and regulations thereunder.

        1.26 "Key Employee" means any Employee whom the Committee identifies as
having a direct and significant effect on the performance of the Corporation or
any of its Subsidiaries.

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        1.27 "Non-Employee Director" means a director of the Corporation who
while a director is not an Employee.

        1.28 "Nonstatutory Option" means a stock option that does not satisfy
the requirements of Section 422 of the Code or that is designated at the Date of
Grant or in the applicable Award Agreement to be an option other than an
Incentive Option.

        1.29 "Non-Surviving Event" means an event of Restructuring as described
in either Subsection 1.37(b) or Subsection 1.37(c).

        1.30 "Normal Retirement" means the separation of the Holder from
employment with the Corporation and its Subsidiaries with the right to receive
an immediate benefit under a retirement plan approved by the Corporation. If no
such plan exists, Normal Retirement shall mean separation of the Holder from
employment with the Corporation and its Subsidiaries at age 62 or later.

        1.31 "Option" means either an Incentive Option or a Nonstatutory Option,
or both.

        1.32 "Person" means any person or entity of any nature whatsoever,
specifically including (but not limited to) an individual, a firm, a company, a
corporation, a partnership, a trust, or other entity. A Person, together with
that Person's affiliates and associates (as "affiliate" and "associate" are
defined in Rule 12b-2 under the Exchange Act for purposes of this definition
only), and any Persons acting as a partnership, limited partnership, joint
venture, association, syndicate, or other group (whether or not formally
organized), or otherwise acting jointly or in concert or in a coordinated or
consciously parallel manner (whether or not pursuant to any express agreement),
for the purpose of acquiring, holding, voting, or disposing of securities of the
Corporation with that Person, shall be deemed a single "Person."

        1.33 "Plan" means the Corporation's 1995 Incentive Plan, as it may be
amended from time to time.

        1.34 "Restricted Stock" means Stock that is nontransferable or subject
to substantial risk of forfeiture until specific conditions are met.

        1.35 "Restricted Stock Award" means the grant or purchase, on the terms
and conditions of Section 7 or that the Committee otherwise determines, of
Restricted Stock.

        1.36 "Restructuring" means the occurrence of any one or more of the
following:

               (a) The merger or consolidation of the Corporation with any
        Person, whether effected as a single transaction or a series of related
        transactions, with the Corporation remaining the continuing or surviving
        entity of that merger or consolidation and the Stock remaining
        outstanding and not changed into or exchanged for stock or other
        securities of any other Person or of the Corporation, cash, or other
        property;

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               (b) The merger or consolidation of the Corporation with any
        Person, whether effected as a single transaction or a series of related
        transactions, with (i) the Corporation not being the continuing or
        surviving entity of that merger or consolidation or (ii) the Corporation
        remaining the continuing or surviving entity of that merger or
        consolidation but all or a part of the outstanding shares of Stock are
        changed into or exchanged for stock or other securities of any other
        Person or the Corporation, cash, or other property; or

               (c) The transfer, directly or indirectly, of all or substantially
        all of the assets of the Corporation (whether by sale, merger,
        consolidation, liquidation, or otherwise) to any Person, whether
        effected as a single transaction or a series of related transactions.

        1.37 "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the Exchange
Act as adopted in Exchange Act Release No. 34-37260 (May 31, 1996), or any
successor rule, as it may be amended from time to time.

        1.38 "Securities Act" means the Securities Act of 1933 and the rules and
regulations promulgated thereunder, or any successor law, as it may be amended
from time to time.

        1.39 "Stock" means the common stock, $0.01 par value per share, of
Dawson, or any other securities that are substituted for the Stock as provided
in Section 9.

        1.40 "Stock Appreciation Right" means the right to receive an amount
equal to the excess of the Fair Market Value of a share of Stock (as determined
on the date of exercise) over, as appropriate, the Exercise Price of a related
Option or the Fair Market Value of the Stock on the Date of Grant of the Stock
Appreciation Right.

        1.41 "Subsidiary" means, with respect to any Person, any corporation, or
other entity of which a majority of the Voting Securities is owned, directly or
indirectly, by that Person.

        1.42 "Total Shares" has the meaning given it in Subsection 9.2.

        1.43 "Voting Securities" means any securities that are entitled to vote
generally in the election of directors, in the admission of general partners or
in the selection of any other similar governing body.

SECTION 2.  SHARES OF STOCK SUBJECT TO THE PLAN

        2.1 MAXIMUM NUMBER OF SHARES. Subject to the provisions of Subsection
2.2 and Section 9, the aggregate number of shares of Stock that may be issued or
transferred pursuant to Awards under the Plan shall be 537,500 (after giving
effect to a 4.3-for-1 stock split effective March 1, 1996; provided, however,
the number of shares of Stock shall be increased automatically effective April
1, 1997 (and on each April 1 thereafter for the duration of the Plan), by an
amount equal to an additional 1.5% of the total shares of Stock then issued and
outstanding, added to the number of shares then available under the Plan, up to
a maximum of 200,000 additional shares of Stock per year; provided, further, the
number of shares of Stock available for grant under the

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Plan shall not exceed 200,000 after allowing for grants anticipated by the
Corporation for the then current fiscal year.

        2.2 LIMITATION OF SHARES. For purposes of the limitations specified in
Subsection 2.1, the following principles shall apply:

               (a) the following shall count against and decrease the number of
        shares of Stock that may be issued for purposes of Subsection 2.1: (i)
        shares of Stock subject to outstanding Options, outstanding shares of
        Restricted Stock, and shares subject to outstanding Stock Appreciation
        Rights granted independent of Options (based on a good faith estimate by
        the Corporation or the Committee of the maximum number of shares for
        which the Stock Appreciation Right may be settled (assuming payment in
        full in shares of Stock)), and (ii) in the case of Options granted in
        tandem with Stock Appreciation Rights, the greater of the number of
        shares of Stock that would be counted if one or the other alone was
        outstanding (determined as described in clause (i) above);

               (b) the following shall be added back to the number of shares of
        Stock that may be issued for purposes of Subsection 2.1: (i) shares of
        Stock with respect to which Options, Stock Appreciation Rights granted
        independent of Options, or Restricted Stock Awards expire, are
        cancelled, or otherwise terminate without being exercised, converted, or
        vested, as applicable, and (ii) in the case of Options granted in tandem
        with Stock Appreciation Rights, shares of Stock as to which an Option
        has been surrendered in connection with the exercise of a related
        ("tandem") Stock Appreciation Right, to the extent the number
        surrendered exceeds the number issued upon exercise of the Stock
        Appreciation Right; provided that, in any case, the holder of such
        Awards did not receive any dividends or other benefits of ownership with
        respect to the underlying shares being added back, other than voting
        rights and the accumulation (but not payment) of dividends of Stock;

               (c) shares of Stock subject to Stock Appreciation Rights granted
        independent of Options (calculated as provided in clause (a) above) that
        are exercised and paid in cash shall be added back to the number of
        shares of Stock that may be issued for purposes of Subsection 2.1,
        provided that the Holder of such Stock Appreciation Right did not
        receive any dividends or other benefits of ownership, other than voting
        rights and the accumulation (but not payment) of dividends, of the
        shares of Stock subject to the Stock Appreciation Right;

               (d) shares of Stock that are transferred by a Holder of an Award
        (or withheld by the Corporation) as full or partial payment to the
        Corporation of the purchase price of shares of Stock subject to an
        Option or the Corporation's or any Subsidiary's tax withholding
        obligations shall not be added back to the number of shares of Stock
        that may be issued for purposes of Subsection 2.1 and shall not again be
        subject to Awards; and

               (e) if the number of shares of Stock counted against the number
        of shares that may be issued for purposes of Subsection 2.1 is based
        upon an estimate made by the

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        Corporation or the Committee as provided in clause (a) above and the
        actual number of shares of Stock issued pursuant to the applicable Award
        is greater or less than the estimated number, then, upon such issuance,
        the number of shares of Stock that may be issued pursuant to Subsection
        2.1 shall be further reduced by the excess issuance or increased by the
        shortfall, as applicable.

Notwithstanding the provisions of this Subsection 2.2, no Stock shall be treated
as issuable under the Plan to Eligible Individuals subject to Section 16 of the
Exchange Act if otherwise prohibited from issuance under Rule 16b-3.

        2.3 DESCRIPTION OF SHARES. The shares to be delivered under the Plan
shall be made available from (a) authorized but unissued shares of Stock, (b)
Stock held in the treasury of the Corporation, or (c) previously issued shares
of Stock reacquired by the Corporation, including shares purchased on the open
market, in each situation as the Board of Directors or the Committee may
determine from time to time at its sole option.

        2.4 REGISTRATION AND LISTING OF SHARES. From time to time, the Board of
Directors and appropriate officers of the Corporation shall and are authorized
to take whatever actions are necessary to file required documents with
governmental authorities, stock exchanges, and other appropriate Persons to make
shares of Stock available for issuance pursuant to the exercise of Awards.

SECTION 3.  ADMINISTRATION OF THE PLAN

        3.1 COMMITTEE. The Committee shall administer the Plan with respect to
all Eligible Individuals who are subject to Section 16(b) of the Exchange Act,
but shall not have the power to appoint members of the Committee or to
terminate, modify, or amend the Plan. The Board of Directors may administer the
Plan with respect to all other Eligible Individuals, or may delegate all or part
of that duty to the Committee. Except for references in Subsections 3.1, 3.2 and
3.3, and unless the context otherwise requires, references herein to the
Committee shall also refer to the Board of Directors as administrator of the
Plan for Eligible Individuals who are subject to Section 16(b) of the Exchange
Act. The Committee shall be constituted so that, as long as Stock is registered
under Section 12 of the Exchange Act, each member of the Committee shall be a
Disinterested Person and so that the Plan in all other applicable respects will
qualify transactions related to the Plan for the exemptions from Section 16(b)
of the Exchange Act provided by Rule 16b-3, to the extent exemptions thereunder
may be available. No discretion regarding Awards to Eligible Individuals who are
subject to Section 16(b) of the Exchange Act shall be afforded to a person who
is not a Disinterested Person. The number of Persons that shall constitute the
Committee shall be determined from time to time by a majority of all the members
of the Board of Directors and, unless that majority of the Board of Directors
determines otherwise or Rule 16b- 3 is amended to require otherwise, shall be no
less than two Persons. Persons elected to serve on the Committee as
Disinterested Persons shall not be eligible to receive Awards or equity
securities under any plan of the Corporation or its affiliates while they are
serving as members of the Committee; shall not have received Awards or such
equity securities under any plan of the Corporation or its affiliates within one
year before their appointment to the Committee becomes

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effective; and shall not be eligible to receive Awards or such equity securities
under any plan of the Corporation or its affiliates for such period following
service on the Committee as may be required by Rule 16b-3 for that person to
remain a Disinterested Person, in each case except for Awards or equity
securities granted as provided in paragraphs (c)(2)(i)(A), (B), (C), or (D) of
Rule 16b-3. Notwithstanding the foregoing, the Board of Directors may designate
the Compensation Committee (regardless of its composition) of the Board of
Directors to serve as the Committee hereunder, provided that the Stock is not
registered under Section 12 of the Exchange Act.

        3.2 DURATION, REMOVAL, ETC. The members of the Committee shall serve at
the discretion of the Board of Directors, which shall have the power, at any
time and from time to time, to remove members from or add members to the
Committee. Removal from the Committee may be with or without cause. Any
individual serving as a member of the Committee shall have the right to resign
from membership in the Committee by at least three days' written notice to the
Board of Directors. The Board of Directors, and not the remaining members of the
Committee, shall have the power and authority to fill all vacancies on the
Committee. The Board of Directors shall promptly fill any vacancy that causes
the number of members of the Committee to be below two or any other number that
Rule 16b-3 may require from time to time.

        3.3 MEETINGS AND ACTIONS OF COMMITTEE. The Board of Directors shall
designate which of the Committee members shall be the chairman of the Committee.
If the Board of Directors fails to designate a Committee chairman, the members
of the Committee shall elect one of the Committee members as chairman, who shall
act as chairman until he ceases to be a member of the Committee or until the
Board of Directors elects a new chairman. The Committee shall hold its meetings
at those times and places as the chairman of the Committee may determine. At all
meetings of the Committee, a quorum for the transaction of business shall be
required and a quorum shall be deemed present if at least a majority of the
members of the Committee are present. At any meeting of the Committee, each
member shall have one vote. All decisions and determinations of the Committee
shall be made by the majority vote or majority decision of all of its members
present at a meeting at which a quorum is present; provided, however, that any
decision or determination reduced to writing and signed by all of the members of
the Committee shall be as fully effective as if it had been made at a meeting
that was duly called and held. The Committee may make any rules and regulations
for the conduct of its business that are not inconsistent with the provisions of
the Plan, the Articles or Certificate of Incorporation of the Corporation, the
by-laws of the Corporation, and Rule 16b-3 so long as it is applicable, as the
Committee may deem advisable.

        3.4 COMMITTEE'S POWERS. Subject to the express provisions of the Plan
and Rule 16b-3, the Committee shall have the authority, in its sole and absolute
discretion, to (a) adopt, amend, and rescind administrative and interpretive
rules and regulations relating to the Plan; (b) determine the Eligible
Individuals to whom, and the time or times at which, Awards shall be granted;
(c) determine the amount of cash and the number of shares of Stock, Stock
Appreciation Rights, or Restricted Stock Awards, or any combination thereof,
that shall be the subject of each Award; (d) determine the terms and provisions
of each Award Agreement (which need not be identical), including provisions
defining or otherwise relating to (i) the term and the period or periods and

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extent of exercisability of the Options, (ii) the extent to which the
transferability of shares of Stock issued or transferred pursuant to any Award
is restricted, (iii) the effect of termination of employment of the Holder on
the Award, and (iv) the effect of approved leaves of absence (consistent with
any applicable regulations of the Internal Revenue Service); (e) accelerate,
pursuant to Section 9, the time of exercisability of any Option that has been
granted; (f) construe the respective Award Agreements and the Plan; (g) make
determinations of the Fair Market Value of the Stock pursuant to the Plan; (h)
delegate its duties under the Plan to such agents as it may appoint from time to
time, provided that the Committee may not delegate its duties with respect to
making Awards to, or otherwise with respect to Awards granted to, Eligible
Individuals who are subject to Section 16(b) of the Exchange Act; and (i) make
all other determinations, perform all other acts, and exercise all other powers
and authority necessary or advisable for administering the Plan, including the
delegation of those ministerial acts and responsibilities as the Committee deems
appropriate. Subject to Rule 16b-3, the Committee may correct any defect, supply
any omission, or reconcile any inconsistency in the Plan, in any Award, or in
any Award Agreement in the manner and to the extent it deems necessary or
desirable to carry the Plan into effect, and the Committee shall be the sole and
final judge of that necessity or desirability. The determinations of the
Committee on the matters referred to in this Subsection 3.4 shall be final and
conclusive.

SECTION 4.  ELIGIBILITY AND PARTICIPATION

        4.1 ELIGIBLE INDIVIDUALS. Awards may be granted pursuant to the Plan
only to persons who are Eligible Individuals at the time of the grant thereof.

        4.2 GRANT OF AWARDS. Subject to the express provisions of the Plan, the
Committee shall determine which Eligible Individuals shall be granted Awards
from time to time. In making grants, the Committee shall take into consideration
the contribution the potential Holder has made or may make to the success of the
Corporation or its Subsidiaries and such other considerations as the Board of
Directors may from time to time specify. The Committee shall also determine the
number of shares subject to each of the Awards and shall authorize and cause the
Corporation to grant Awards in accordance with those determinations.

        4.3 DATE OF GRANT. The date on which the Committee completes all action
resolving to offer an Award to an individual, including the specification of the
number of shares of Stock to be subject to the Award, shall be the date on which
the Award covered by an Award Agreement is granted (the "Date of Grant"), even
though certain terms of the Award Agreement may not be determined at that time
and even though the Award Agreement may not be executed until a later time. In
no event shall a Holder gain any rights in addition to those specified by the
Committee in its grant, regardless of the time that may pass between the grant
of the Award and the actual execution of the Award Agreement by the Corporation
and the Holder. Notwithstanding the above provisions of this Subsection 4.3, the
Date of Grant of an Award granted pursuant to Subsection 8.2(a) shall be the
Effective Date, the Date of Grant of an Award granted pursuant to Subsection
8.2(b) and Subsection 8.2(c) shall be the date on which such Award is granted as
provided in such Subsections.

                                       11
<PAGE>
        4.4 AWARD AGREEMENTS. Each Award granted under the Plan shall be
evidenced by an Award Agreement that is executed by the Corporation and the
Eligible Individual to whom the Award is granted and incorporating those terms
that the Committee shall deem necessary or desirable. More than one Award may be
granted under the Plan to the same Eligible Individual and be outstanding
concurrently. In the event an Eligible Individual is granted both one or more
Incentive Options and one or more Nonstatutory Options, those grants shall be
evidenced by separate Award Agreements, one for each of the Incentive Option
grants and one for each of the Nonstatutory Option grants.

        4.5 LIMITATION FOR INCENTIVE OPTIONS. Notwithstanding any provision
contained herein to the contrary, (a) a person shall not be eligible to receive
an Incentive Option unless he is an Employee of the Corporation or a corporate
Subsidiary (but not a partnership Subsidiary) and (b) a person shall not be
eligible to receive an Incentive Option if, immediately before the time the
Option is granted, that person owns (within the meaning of Sections 422 and
424(d) of the Code) stock possessing more than ten percent of the total combined
voting power or value of all classes of outstanding stock of the Corporation or
a Subsidiary. Nevertheless, Subsection 4.5(b) shall not apply if, at the time
the Incentive Option is granted, the Exercise Price of the Incentive Option is
at least one hundred ten percent of Fair Market Value and the Incentive Option
is not, by its terms, exercisable after the expiration of five years from the
Date of Grant.

        4.6 NO RIGHT TO AWARD. The adoption of the Plan shall not be deemed to
give any Person a right to be granted an Award.

SECTION 5.  TERMS AND CONDITIONS OF OPTIONS

        All Options granted under the Plan shall comply with, and the related
Award Agreements shall be deemed to include and be subject to, the terms and
conditions set forth in this Section 5 (to the extent each term and condition
applies to the form of Option) and also to the terms and conditions set forth in
Sections 9 and 10; provided, however, that the Committee may authorize an Award
Agreement that expressly contains terms and provisions that differ from the
terms and provisions set forth in Subsections 9.2, 9.3, and 9.4 and any of the
terms and provisions of Section 10 (other than Subsections 10.9 and 10.10).

        5.1 NUMBER OF SHARES. Each Award Agreement shall state the total number
of shares of Stock to which it relates.

        5.2 VESTING. Each Award Agreement shall state the time or periods in
which, or the conditions upon satisfaction of which, the right to exercise the
Option or a portion thereof shall vest and the number of shares of Stock for
which the right to exercise the Option shall vest at each such time, period, or
fulfillment of condition.

        5.3 EXPIRATION OF OPTIONS. No Option shall be exercised after the
expiration of a period of ten years commencing on the Date of Grant of the
Option; provided, however, that any portion of a Nonstatutory Option that
pursuant to the terms of the Award Agreement under which such Nonstatutory
Option is granted shall not become exercisable until the date which is the tenth

                                       12
<PAGE>
anniversary of the Date of Grant of such Nonstatutory Option may be exercisable
for a period of 30 days following the date on which such portion becomes
exercisable.

        5.4 EXERCISE PRICE. Each Award Agreement shall state the exercise price
per share of Stock (the "Exercise Price"); PROVIDED, HOWEVER, that the exercise
price per share of Stock subject to an Incentive Option shall not be less than
the greater of (a) the par value per share of the Stock or (b) 100% of the Fair
Market Value per share of the Stock on the Date of Grant of the Option.

        5.5 METHOD OF EXERCISE. The Option shall be exercisable only by written
notice of exercise (the "Exercise Notice") delivered to the Corporation during
the term of the Option, which notice shall (a) state the number of shares of
Stock with respect to which the Option is being exercised, (b) be signed by the
Holder of the Option or, if the Holder is dead or becomes affected by a
Disability, by the person authorized to exercise the Option pursuant to
Subsections 10.3 and 10.4, (c) be accompanied by the Exercise Price for all
shares of Stock for which the Option is being exercised, and (d) include such
other information, instruments, and documents as may be required to satisfy any
other condition to exercise contained in the Award Agreement. The Option shall
not be deemed to have been exercised unless all of the requirements of the
preceding provisions of this Subsection 5.5 have been satisfied.

        5.6 INCENTIVE OPTION EXERCISES. Except as otherwise provided in
Subsection 10.3, during the Holder's lifetime, only the Holder may exercise an
Incentive Option; provided, however, if an Incentive Option is transferred to a
permitted transferee, as approved by the written consent of a majority of the
Committee members, such Option may be exercised by such transferee as a
Nonstatutory Option if such Option, for any reason, ceases to be an Incentive
Option.

        5.7 MEDIUM AND TIME OF PAYMENT. The Exercise Price of an Option shall be
payable in full upon the exercise of the Option (a) in cash or by an equivalent
means acceptable to the Committee, (b) on the Committee's prior consent, with
shares of Stock owned by the Holder (including shares received upon exercise of
the Option or restricted shares already held by the Holder) and having a Fair
Market Value at least equal to the aggregate Exercise Price payable in
connection with such exercise, or (c) by any combination of clauses (a) and (b).
If the Committee elects to accept shares of Stock in payment of all or any
portion of the Exercise Price, then (for purposes of payment of the Exercise
Price) those shares of Stock shall be deemed to have a cash value equal to their
aggregate Fair Market Value determined as of the date the certificate for such
shares is delivered to the Corporation. If the Committee elects to accept shares
of restricted Stock in payment of all or any portion of the Exercise Price, then
an equal number of shares issued pursuant to the exercise shall be restricted on
the same terms and for the restriction period remaining on the shares used for
payment.

        5.8 PAYMENT WITH SALE PROCEEDS. In addition, at the request of the
Holder and to the extent permitted by applicable law, the Committee may (but
shall not be required to) approve arrangements with a brokerage firm under which
that brokerage firm, on behalf of the Holder, shall pay to the Corporation the
Exercise Price of the Option being exercised and the Corporation shall promptly
deliver the exercised shares of Stock to the brokerage firm. To accomplish this

                                       13
<PAGE>
transaction, the Holder must deliver to the Corporation an Exercise Notice
containing irrevocable instructions from the Holder to the Corporation to
deliver the Stock certificates representing the shares of Stock directly to the
broker. Upon receiving a copy of the Exercise Notice acknowledged by the
Corporation, the broker shall sell that number of shares of Stock or loan the
Holder an amount sufficient to pay the Exercise Price and any withholding
obligations due. The broker then shall deliver to the Corporation that portion
of the sale or loan proceeds necessary to cover the Exercise Price and any
withholding obligations due. The Committee shall not approve any transaction of
this nature if the Committee believes that the transaction would give rise to
the Holder's liability for short-swing profits under Section 16(b) of the
Exchange Act.

        5.9 PAYMENT OF TAXES. The Committee may, in its discretion, require a
Holder to pay to the Corporation (or the Corporation's Subsidiary if the Holder
is an employee of a Subsidiary of the Corporation), at the time of the exercise
of an Option or thereafter, the amount that the Committee deems necessary to
satisfy the Corporation's or its Subsidiary's current or future obligation to
withhold federal, state, or local income or other taxes that the Holder incurs
by exercising an Option. In connection with the exercise of an Option requiring
tax withholding, a Holder may (a) direct the Corporation to withhold from the
shares of Stock to be issued to the Holder the number of shares necessary to
satisfy the Corporation's obligation to withhold taxes, that determination to be
based on the shares' Fair Market Value as of the date of exercise; (b) deliver
to the Corporation sufficient shares of Stock (based upon the Fair Market Value
as of the date of such delivery) to satisfy the Corporation's tax withholding
obligations, which tax withholding obligation is based on the shares' Fair
Market Value as of the later of the date of exercise or the date as of which the
shares of Stock issued in connection with such exercise become includible in the
income of the Holder; or (c) deliver sufficient cash to the Corporation to
satisfy its tax withholding obligations. Holders who elect to use such a stock
withholding feature must make the election at the time and in the manner that
the Committee prescribes. The Committee may, at its sole option, deny any
Holder's request to satisfy withholding obligations through Stock instead of
cash. In the event the Committee subsequently determines that the aggregate Fair
Market Value (as determined above) of any shares of Stock withheld or delivered
as payment of any tax withholding obligation is insufficient to discharge that
tax withholding obligation, then the Holder shall pay to the Corporation,
immediately upon the Committee's request, the amount of that deficiency in the
form of payment requested by the Committee.

        5.10 LIMITATION ON AGGREGATE VALUE OF SHARES THAT MAY BECOME FIRST
EXERCISABLE DURING ANY CALENDAR YEAR UNDER AN INCENTIVE OPTION. Except as is
otherwise provided in Subsection 9.3, with respect to any Incentive Option
granted under this Plan, the aggregate Fair Market Value of shares of Stock
subject to an Incentive Option and the aggregate Fair Market Value of shares of
Stock or stock of any Subsidiary (or a predecessor of the Corporation or a
Subsidiary) subject to any other incentive stock option (within the meaning of
Section 422 of the Code) of the Corporation or its Subsidiaries (or a
predecessor corporation of any such corporation) that first become purchasable
by a Holder in any calendar year may not (with respect to that Holder) exceed
$100,000, or such other amount as may be prescribed under Section 422 of the
Code or applicable regulations or rulings from time to time. As used in the
previous sentence, Fair Market Value shall be determined as of the Date of Grant
of the Incentive Option. For purposes of this Subsection 5.10, "predecessor
corporation" means (a) a corporation that was a

                                       14
<PAGE>
party to a transaction described in Section 424(a) of the Code (or which would
be so described if a substitution or assumption under that Section had been
effected) with the Corporation, (b) a corporation which, at the time the new
incentive stock option (within the meaning of Section 422 of the Code) is
granted, is a Subsidiary of the Corporation or a predecessor corporation of any
such corporations, or (c) a predecessor corporation of any such corporations.
Failure to comply with this provision shall not impair the enforceability or
exercisability of any Option, but shall cause the excess amount of shares to be
reclassified in accordance with the Code.

        5.11 NO FRACTIONAL SHARES. The Corporation shall not in any case be
required to sell, issue, or deliver a fractional share with respect to any
Option. In lieu of the issuance of any fractional share of Stock, the
Corporation shall pay to the Holder an amount in cash equal to the same fraction
(as the fractional Stock) of the Fair Market Value of a share of Stock
determined as of the date of the applicable Exercise Notice.

        5.12 MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS. Subject to the
terms and conditions of and within the limitations of the Plan, Rule 16b-3, and
any consent required by the last sentence of this Subsection 5.12, the Committee
may (a) modify, extend, or renew outstanding Options granted under the Plan, (b)
accept the surrender of Options outstanding hereunder (to the extent not
previously exercised) and authorize the granting of new Options in substitution
for outstanding Options (to the extent not previously exercised), and (c) amend
the terms of an Incentive Option at any time to include provisions that have the
effect of changing the Incentive Option to a Nonstatutory Option. Nevertheless,
without the consent of the Holder, the Committee may not modify any outstanding
Options so as to specify a higher or lower Exercise Price or accept the
surrender of outstanding Incentive Options and authorize the granting of new
Options in substitution therefor specifying a higher or lower Exercise Price. In
addition, no modification of an Option granted hereunder shall, without the
consent of the Holder, alter or impair any rights or obligations under any
Option theretofore granted to such Holder under the Plan except, with respect to
Incentive Options, as may be necessary to satisfy the requirements of Section
422 of the Code or as permitted in clause (c) of this Subsection 5.12.

        5.13 OTHER AGREEMENT PROVISIONS. The Award Agreements authorized under
the Plan shall contain such provisions in addition to those required by the Plan
(including without limitation restrictions or the removal of restrictions upon
the exercise of the Option and the retention or transfer of shares thereby
acquired) as the Committee may deem advisable. Each Award Agreement shall
identify the Option evidenced thereby as an Incentive Option or Nonstatutory
Option, as the case may be, and no Award Agreement shall cover both an Incentive
Option and a Nonstatutory Option. Each Award Agreement relating to an Incentive
Option granted hereunder shall contain such limitations and restrictions upon
the exercise of the Incentive Option to which it relates as shall be necessary
for the Incentive Option to which such Award Agreement relates to constitute an
incentive stock option, as defined in Section 422 of the Code.

                                       15
<PAGE>
SECTION 6.  STOCK APPRECIATION RIGHTS

        All Stock Appreciation Rights granted under the Plan shall comply with,
and the related Award Agreements shall be deemed to include and be subject to,
the terms and conditions set forth in this Section 6 (to the extent each term
and condition applies to the form of Stock Appreciation Right) and also the
terms and conditions set forth in Sections 9 and 10; provided, however, that the
Committee may authorize an Award Agreement related to a Stock Appreciation Right
that expressly contains terms and provisions that differ from the terms and
provisions set forth in Subsections 9.2, 9.3, and 9.4 and any of the terms and
provisions of Section 10 (other than Subsection 10.10).

        6.1 FORM OF RIGHT. A Stock Appreciation Right may be granted to an
Eligible Individual (a) in connection with an Option, either at the time of
grant or at any time during the term of the Option, or (b) independent of an
Option.

        6.2 RIGHTS RELATED TO OPTIONS. A Stock Appreciation Right granted
pursuant to an Option shall entitle the Holder, upon exercise, to surrender that
Option or any portion thereof, to the extent unexercised, and to receive payment
of an amount computed pursuant to Subsection 6.2(b). That Option shall then
cease to be exercisable to the extent surrendered. Stock Appreciation Rights
granted in connection with an Option shall be subject to the terms of the Award
Agreement governing the Option, which shall comply with the following provisions
in addition to those applicable to Options:

               (a) EXERCISE AND TRANSFER. Subject to Subsection 10.9, a Stock
        Appreciation Right granted in connection with an Option shall be
        exercisable only at such time or times and only to the extent that the
        related Option is exercisable and shall not be transferable except to
        the extent that the related Option is transferable.

               (b) VALUE OF RIGHT. Upon the exercise of a Stock Appreciation
        Right related to an Option, the Holder shall be entitled to receive
        payment from the Corporation of an amount determined by Multiplying:

                       (i) The difference obtained by subtracting the Exercise
               Price of a share of Stock specified in the related Option from
               the Fair Market Value of a share of Stock on the date of exercise
               of the Stock Appreciation Right, by

                      (ii) The number of shares as to which that Stock
               Appreciation Right has been exercised.

        6.3 RIGHT WITHOUT OPTION. A Stock Appreciation Right granted independent
of an Option shall be exercisable as determined by the Committee and set forth
in the Award Agreement governing the Stock Appreciation Right, which Award
Agreement shall comply with the following provisions:

                                       16
<PAGE>
               (a) NUMBER OF SHARES. Each Award Agreement shall state the total
        number of shares of Stock to which the Stock Appreciation Right relates.

               (b) VESTING. Each Award Agreement shall state the time or periods
        in which the right to exercise the Stock Appreciation Right or a portion
        thereof shall vest and the number of shares of Stock for which the right
        to exercise the Stock Appreciation Right shall vest at each such time or
        period.

               (c) EXPIRATION OF RIGHTS. Each Award Agreement shall state the
        date at which the Stock Appreciation Rights shall expire if not
        previously exercised.

               (d) VALUE OF RIGHT. Each Stock Appreciation Right shall entitle
        the Holder, upon exercise thereof, to receive payment of an amount
        determined by multiplying:

                       (i) The difference obtained by subtracting the Fair
               Market Value of a share of Stock on the Date of Grant of the
               Stock Appreciation Right from the Fair Market Value of a share of
               Stock on the date of exercise of that Stock Appreciation Right,
               by

                      (ii) The number of shares as to which the Stock
               Appreciation Right has been exercised.

        6.4 LIMITATIONS ON RIGHTS. Notwithstanding Subsections 6.2(b) and
6.3(d), the Committee may limit the amount payable upon exercise of a Stock
Appreciation Right. Any such limitation must be determined as of the Date of
Grant and be noted on the Award Agreement evidencing the Holder's Stock
Appreciation Right.

        6.5 PAYMENT OF RIGHTS. Payment of the amount determined under Subsection
6.2(b) or 6.3(d) and Subsection 6.4 may be made, in the sole discretion of the
Committee unless specifically provided otherwise in the Award Agreement, solely
in whole shares of Stock valued at Fair Market Value on the date of exercise of
the Stock Appreciation Right, solely in cash, or in a combination of cash and
whole shares of Stock. If the Committee decides to make full payment in shares
of Stock and the amount payable results in a fractional share, payment for the
fractional share shall be made in cash.

        6.6 PAYMENT OF TAXES. The Committee may, in its discretion, require a
Holder to pay to the Corporation (or the Corporation's Subsidiary if the Holder
is an employee of a Subsidiary of the Corporation), at the time of the exercise
of a Stock Appreciation Right or thereafter, the amount that the Committee deems
necessary to satisfy the Corporation's or its Subsidiary's current or future
obligation to withhold federal, state, or local income or other taxes that the
Holder incurs by exercising a Stock Appreciation Right. In connection with the
exercise of a Stock Appreciation Right requiring tax withholding, a Holder may
(a) direct the Corporation to withhold from the shares of Stock to be issued to
the Holder the number of shares necessary to satisfy the Corporation's
obligation to withhold taxes, that determination to be based on the shares' Fair
Market Value as of the date of exercise; (b) deliver to the Corporation
sufficient shares of Stock

                                       17
<PAGE>
(based upon the Fair Market Value as of the date of such delivery) to satisfy
the Corporation's tax withholding obligations, which tax withholding obligation
is based on the shares' Fair Market Value as of the later of the date of
exercise or the date of which the shares of Stock issued in connection with such
exercise become includible in the income of the Holder; or (c) deliver
sufficient cash to the Corporation to satisfy its tax withholding obligations.
Holders who elect to have Stock withheld pursuant to (a) or (b) above must make
the election at the time and in the manner that the Committee prescribes. The
Committee may, in its sole discretion, deny any Holder's request to satisfy
withholding obligations through Stock instead of cash. In the event the
Committee subsequently determines that the aggregate Fair Market Value (as
determined above) of any shares of Stock withheld or delivered as payment of any
tax withholding obligation is insufficient to discharge that tax withholding
obligation, then the Holder shall pay to the Corporation, immediately upon the
Committee's request, the amount of that deficiency in the form of payment
requested by the Commission.

        6.7 OTHER AGREEMENT PROVISIONS. The Award Agreements authorized relating
to Stock Appreciation Rights shall contain such provisions in addition to those
required by the Plan (including without limitation restrictions or the removal
of restrictions upon the exercise of the Stock Appreciation Right and the
retention or transfer of shares thereby acquired) as the Committee may deem
advisable.

SECTION 7.  RESTRICTED STOCK AWARDS

        All Restricted Stock Awards granted under the Plan shall comply with and
be subject to, and the related Award Agreements shall be deemed to include, the
terms and conditions set forth in this Section 7 and also to the terms and
conditions set forth in Sections 9 and 10; provided, however, that the Committee
may authorize an Award Agreement related to a Restricted Stock Award that
expressly contains terms and provisions that differ from the terms and
provisions set forth in Subsections 9.2, 9.3, and 9.4 and the terms and
provisions set forth in Section 10 (other than Subsections 10.9 and 10.10).

        7.1 RESTRICTIONS. All shares of Restricted Stock Awards granted or sold
pursuant to the Plan shall be subject to the following conditions:

               (a) TRANSFERABILITY. The shares may not be sold, transferred, or
        otherwise alienated or hypothecated until the restrictions are removed
        or expire.

               (b) CONDITIONS TO REMOVAL OF RESTRICTIONS. Conditions to removal
        or expiration of the restrictions may include, but are not required to
        be limited to, continuing employment or service as a director, officer,
        or Key Employee or achievement of performance objectives described in
        the Award Agreement.

               (c) LEGEND. Each certificate representing Restricted Stock Awards
        granted pursuant to the Plan shall bear a legend making appropriate
        reference to the restrictions imposed.

                                       18
<PAGE>
               (d) POSSESSION. The Committee may require the Corporation to
        retain physical custody of the certificates representing Restricted
        Stock Awards during the restriction period and may require the Holder of
        the Award to execute stock powers in blank for those certificates and
        deliver those stock powers to the Corporation, or the Committee may
        require the Holder to enter into an escrow agreement providing that the
        certificates representing Restricted Stock Awards granted or sold
        pursuant to the Plan shall remain in the physical custody of an escrow
        holder until all restrictions are removed or expire.

               (e) OTHER CONDITIONS. The Committee may impose other conditions
        on any shares granted or sold as Restricted Stock Awards pursuant to the
        Plan as it may deem advisable, including without limitation (i)
        restrictions under the Securities Act or Exchange Act, (ii) the
        requirements of any securities exchange upon which the shares or shares
        of the same class are then listed, and (iii) any state securities law
        applicable to the shares.

        7.2 EXPIRATION OF RESTRICTIONS. The restrictions imposed in Subsection
7.1 on Restricted Stock Awards shall lapse as determined by the Committee and
set forth in the applicable Award Agreement, and the Corporation shall promptly
deliver to the Holder of the Restricted Stock Award a certificate representing
the number of shares for which restrictions have lapsed, free of any restrictive
legend relating to the lapsed restrictions. Each Restricted Stock Award may have
a different restriction period as determined by the Committee in its sole
discretion. The Committee may, in its discretion, prospectively reduce the
restriction period applicable to a particular Restricted Stock Award.

        7.3 RIGHTS AS STOCKHOLDER. Subject to the provisions of Subsections 7.1
and 10.10, the Committee may, in its discretion, determine what rights, if any,
the Holder shall have with respect to the Restricted Stock Awards granted or
sold, including the right to vote the shares and receive all dividends and other
distributions paid or made with respect thereto.

        7.4 PAYMENT OF TAXES. The Committee may, in its discretion, require a
Holder to pay to the Corporation (or the Corporation's Subsidiary if the Holder
is an employee of a Subsidiary of the Corporation) the amount that the Committee
deems necessary to satisfy the Corporation's or its Subsidiary's current or
future obligation to withhold federal, state, or local income or other taxes
that the Holder incurs by reason of the Restricted Stock Award. The Holder may
(a) direct the Corporation to withhold from the shares of Stock to be issued to
the Holder the number of shares necessary to satisfy the Corporation's
obligation to withhold taxes, that determination to be based on the shares' Fair
Market Value as of the date on which tax withholding is to be made; (b) deliver
to the Corporation sufficient shares of Stock (based upon the Fair Market Value
as of the date of such delivery) to satisfy the Corporation's tax withholding
obligations, which tax withholding obligation is based on the shares' Fair
Market Value as of the later of the date of issuance or the date as of which the
shares of Stock issued become includible in the income of the Holder; or (c)
deliver sufficient cash to the Corporation to satisfy its tax withholding
obligations. Holders who elect to have Stock withheld pursuant to (a) or (b)
above must make the election at the time and in the manner that the Committee
prescribes. The Committee may, in its sole discretion, deny any Holder's request
to satisfy withholding obligations through Stock instead of cash. In the event
the Committee subsequently determines that the aggregate Fair Market Value

                                       19
<PAGE>
(as determined above) of any shares of Stock withheld or delivered as payment of
any tax withholding obligation is insufficient to discharge that tax withholding
obligation, then the Holder shall pay to the Corporation, immediately upon the
Committee's request, the amount of that deficiency.

        7.5 OTHER AGREEMENT PROVISIONS. The Award Agreements relating to
Restricted Stock Awards shall contain such provisions in addition to those
required by the Plan as the Committee may deem advisable.

SECTION 8.  AWARDS TO NON-EMPLOYEE DIRECTORS

        Except as otherwise provided in this Section 8 or the applicable Award
Agreement, Awards granted pursuant to this Section 8 shall be subject to the
conditions of Section 5 to the extent permitted under Rule 16b-3.

        8.1 INELIGIBILITY FOR OTHER AWARDS. Non-Employee Directors shall not be
eligible to receive any Awards under the Plan other than the Awards specified in
this Section 8.

        8.2 AUTOMATIC GRANT OF AWARDS. Unless any Non-Employee Director (or
director nominee) shall have given written notice to the Corporation that he or
she declines to accept any Award pursuant to this Subsection 8.2 on or prior to
the Date of Grant of such Award,

               (a) each Non-Employee Director who is a director on the close of
        business of the Effective Date of this Plan automatically shall be
        granted, as of the Effective Date, Options to purchase 4,300 shares of
        Stock (after giving effect to a 4.3-for-1 stock split effective March 1,
        1996), which Options shall have a per share Exercise Price equal to
        $7.44 (after giving effect to a 4.3-for-1 stock split effective March 1,
        1996);

               (b) commencing on April 1, 1996, and on each April 1 thereafter
        through and including April 1, 1997, each person who is a Non-Employee
        Director on such date automatically shall be granted Options to purchase
        4,300 shares of Stock, which Options shall have a per share Exercise
        Price equal to the Fair Market Value of the Stock on the Date of Grant.

               (c) commencing on April 1, 1998 and on each April 1 thereafter
        through and including April 1, 2005, each person who is a Non-Employee
        Director on such date automatically shall be granted Options to purchase
        5,000 shares of Stock, which Options shall have a per share Exercise
        Price equal to the Fair Market Value of the Stock on the Date of Grant.

        8.3 AVAILABLE STOCK. The automatic Awards specified in Subsection 8.2
shall be made in the amounts specified in Subsection 8.2 only if the number of
shares of Stock available to be issued, transferred or exercised pursuant to
Awards under this Plan (as calculated in Section 2) is sufficient to make all
automatic grants required to be made by Subsection 8.2 on the Date of Grant of
those automatic Awards. In the event that the number of shares of Stock that are

                                       20
<PAGE>
available to be issued, transferred, or exercised pursuant to Awards under the
Plan on the Date of Grant of the automatic Awards described in Subsection 8.2 is
insufficient to permit the grant of the entire number of shares specified in
Subsection 8.2, then the number of available shares shall be apportioned equally
among the automatic Awards made on that date, and the number of shares
apportioned to each automatic Award shall be the amount of shares automatically
subject to that automatic Award.

        8.4 EXERCISABILITY. Options granted pursuant to Section 8.2 shall vest
immediately upon their grant, and shall be exercisable for a period of ten years
from the date of their grant.

SECTION 9.  ADJUSTMENT PROVISIONS

        9.1 ADJUSTMENT OF AWARDS AND AUTHORIZED STOCK. The terms of an Award and
the number of shares of Stock authorized pursuant to Subsection 2.1 and Section
8 for issuance under the Plan shall be subject to adjustment from time to time,
in accordance with the following provisions:

               (a) If at any time, or from time to time, the Corporation shall
        subdivide as a whole (by reclassification, by a Stock split, by the
        issuance of a distribution on Stock payable in Stock, or otherwise) the
        number of shares of Stock then outstanding into a greater number of
        shares of Stock, then (i) the maximum number of shares of Stock
        available for the Plan as provided in Subsection 2.1 shall be increased
        proportionately, and the kind of shares or other securities available
        for the Plan shall be appropriately adjusted, (ii) the number of shares
        of Stock (or other kind of shares or securities) that may be acquired
        under any Award shall be increased proportionately, and (iii) the price
        (including Exercise Price) for each share of Stock (or other kind of
        shares or securities) subject to then outstanding Awards shall be
        reduced proportionately, without changing the aggregate purchase price
        or value as to which outstanding Awards remain exercisable or subject to
        restrictions.

               (b) If at any time, or from time to time, the Corporation shall
        consolidate as a whole (by reclassification, reverse Stock split, or
        otherwise) the number of shares of Stock then outstanding into a lesser
        number of shares of Stock, then (i) the maximum number of shares of
        Stock available for the Plan as provided in Subsection 2.1 shall be
        decreased proportionately, and the kind of shares or other securities
        available for the Plan shall be appropriately adjusted, (ii) the number
        of shares of Stock (or other kind of shares or securities) that may be
        acquired under any Award shall be decreased proportionately, and (iii)
        the price (including Exercise Price) for each share of Stock (or other
        kind of shares or securities) subject to then outstanding Awards shall
        be increased proportionately, without changing the aggregate purchase
        price or value as to which outstanding Awards remain exercisable or
        subject to restrictions.

               (c) Whenever the number of shares of Stock subject to outstanding
        Awards and the price for each share of Stock subject to outstanding
        Awards are required to be adjusted as provided in this Subsection 9.1,
        the Committee shall promptly prepare a notice setting

                                       21
<PAGE>
        forth, in reasonable detail, the event requiring adjustment, the amount
        of the adjustment, the method by which such adjustment was calculated,
        and the change in price and the number of shares of Stock, other
        securities, cash, or property purchasable subject to each Award after
        giving effect to the adjustments. The Committee shall promptly give each
        Holder such a notice.

               (d) Adjustments under Subsections 9(a) and (b) shall be made by
        the Committee, and its determination as to what adjustments shall be
        made and the extent thereof shall be final, binding, and conclusive. No
        fractional interest shall be issued under the Plan on account of any
        such adjustments.

        9.2 CHANGES IN CONTROL. Any Award Agreement may provide that, upon the
occurrence of a Change in Control, one or more of the following apply: (a) each
Holder of an Option shall immediately be granted corresponding Stock
Appreciation Rights; (b) all outstanding Stock Appreciation Rights and Options
shall immediately become fully vested and exercisable in full, including that
portion of any Stock Appreciation Right or Option that pursuant to the terms and
provisions of the applicable Award Agreement had not yet become exercisable (the
total number of shares of Stock as to which a Stock Appreciation Right or Option
is exercisable upon the occurrence of a change in Control is referred to herein
as the "Total Shares"); and (c) the restriction period of any Restricted Stock
Award shall immediately be accelerated and the restrictions shall expire. An
Award Agreement does not have to provide for any of the foregoing. If a Change
in Control involves a Restructuring or occurs in connection with a series of
related transactions involving a Restructuring and if such Restructuring is in
the form of a Non-Surviving Event and as a part of such Restructuring shares of
Stock, other securities, cash, or property shall be issuable or deliverable in
exchange for Stock, then the Holder of an Award shall be entitled to purchase or
receive (in lieu of the Total Shares that the Holder would otherwise be entitled
to purchase or receive), as appropriate for the form of Award, the number of
shares of Stock, other securities, cash, or property to which that number of
Total Shares would have been entitled in connection with such Restructuring
(and, for Options, at an aggregate exercise price equal to the Exercise Price
that would have been payable if that number of Total Shares had been purchased
on the exercise of the Option immediately before the consummation of the
Restructuring). Nothing in this Subsection 9.2 shall impose on a Holder the
obligation to exercise any Award immediately before or upon the Change of
Control, or cause Holder to forfeit the right to exercise the Award during the
remainder of the original term of the Award because of a Change in Control.

        9.3 RESTRUCTURING WITHOUT CHANGE IN CONTROL. In the event a
Restructuring shall occur at any time while there is any outstanding Award
hereunder and that Restructuring does not occur in connection with a Change in
Control or a series of related transactions involving a Change in Control, then:

               (a) no outstanding Option or Stock Appreciation Right shall
        immediately become fully vested and exercisable in full merely because
        of the occurrence of the Restructuring;

                                       22
<PAGE>
               (b) no Holder of an Option shall automatically be granted
        corresponding Stock Appreciation Rights;

               (c) the restriction period of any Restricted Stock Award shall
        not immediately be accelerated and the restrictions expire merely
        because of the occurrence of the Restructuring; and

               (d) at the option of the Committee, the Committee may (but shall
        not be required to) cause the Corporation to take any one or more of the
        following actions:

                        (i) accelerate in whole or in part the time of the
               vesting and exercisability of any one or more of the outstanding
               Stock Appreciation Rights and Options so as to provide that those
               Stock Appreciation Rights and Options shall be exercisable
               before, upon, or after the consummation of the Restructuring;

                       (ii) grant each Holder of an Option corresponding Stock
               Appreciation Rights;

                       (iii) accelerate in whole or in part the expiration of
               some or all of the restrictions on any Restricted Stock Award;

                       (iv) if the Restructuring is in the form of a
               Non-Surviving Event, cause the surviving entity to assume in
               whole or in part any one or more of the outstanding Awards upon
               such terms and provisions as the Committee deems desirable; or

                       (v) redeem in whole or in part any one or more of the
               outstanding Awards (whether or not then exercisable) in
               consideration of a cash payment, as such payment may be reduced
               for tax withholding obligations as contemplated in Subsections
               5.9, 6.6, or 7.4, as applicable, in an amount equal to:

                             (A) for Options and Stock Appreciation Rights
                      granted in connection with Options, the excess of (1) the
                      Fair Market Value, determined as of the date immediately
                      preceding the consummation of the Restructuring, of the
                      aggregate number of shares of Stock subject to the Award
                      and as to which the Award is being redeemed over (2) the
                      Exercise Price for that number of shares of Stock;

                             (B) for Stock Appreciation Rights not granted in
                      connection with an Option, the excess of (1) the Fair
                      Market Value, determined as of the date immediately
                      preceding the consummation of the Restructuring, of the
                      aggregate number of shares of Stock subject to the Award
                      and as to which the Award is being redeemed over (2) the
                      Fair Market Value of that number of shares of Stock on the
                      Date of Grant; and

                                       23
<PAGE>
                             (C) for Restricted Stock Awards, the Fair Market
                      Value, determined as of the date immediately preceding the
                      consummation of the Restructuring, of the aggregate number
                      of shares of Stock subject to the Award and as to which
                      the Award is being redeemed.

The Corporation shall promptly notify each Holder of any election or action
taken by the Corporation under this Subsection 9.3. In the event of any election
or action taken by the Corporation pursuant to this Subsection 9.3 that requires
the amendment or cancellation of any Award Agreement as may be specified in any
notice to the Holder thereof, that Holder shall promptly deliver that Award
Agreement to the Corporation in order for that amendment or cancellation to be
implemented by the Corporation and the Committee. The failure of the Holder to
deliver any such Award Agreement to the Corporation as provided in the preceding
sentence shall not in any manner affect the validity or enforceability of any
action taken by the Corporation and the Committee under this Subsection 9.3,
including without limitation any redemption of an Award as of the consummation
of a Restructuring. Any cash payment to be made by the Corporation pursuant to
this Subsection 9.3 in connection with the redemption of any outstanding Awards
shall be paid to the Holder thereof currently with the delivery to the
Corporation of the Award Agreement evidencing that Award; provided, however,
that any such redemption shall be effective upon the consummation of the
Restructuring notwithstanding that the payment of the redemption price may occur
subsequent to the consummation. If all or any portion of an outstanding Award is
to be exercised or accelerated upon or after the consummation of a Restructuring
that does not occur in connection with a Change in Control and is in the form of
a Non-Surviving Event, and as a part of that Restructuring shares of stock,
other securities, cash, or property shall be issuable or deliverable in exchange
for Stock, then the Holder of the Award shall thereafter be entitled to purchase
or receive (in lieu of the number of shares of Stock that the Holder would
otherwise be entitled to purchase or receive) the number of shares of Stock,
other securities, cash, or property to which such number of shares of Stock
would have been entitled in connection with the Restructuring (and, for Options,
upon payment of the aggregate exercise price equal to the Exercise Price that
would have been payable if that number of Total Shares had been purchased on the
exercise of the Option immediately before the consummation of the Restructuring)
and such Award shall be subject to adjustments that shall be as nearly
equivalent as may be practical to the adjustments provided for in this Section
9.

        9.4 NOTICE OF RESTRUCTURING. The Corporation shall attempt to keep all
Holders informed with respect to any Restructuring or of any potential
Restructuring to the same extent that the Corporation's stockholders are
informed by the Corporation of any such event or potential event.

SECTION 10.  ADDITIONAL PROVISIONS

        10.1 TERMINATION OF EMPLOYMENT. If a Holder is an Eligible Individual
because the Holder is an Employee and if that employment relationship is
terminated for any reason other than (a) that Holder's death or (b) that
Holder's Disability (hereafter defined), then any and all Awards held by such
Holder in such Holder's capacity as an Employee as of the date of the
termination that are not yet exercisable (or for which restrictions have not
lapsed) shall become null and void

                                       24
<PAGE>
as of the date of such termination; provided, however, that the portion, if any,
of such Awards that are exercisable as of the date of termination shall be
exercisable for a period of the lesser of (a) the remainder of the term of the
Award or (b) the date which is 30 days after the date of termination. Any
portion of an Award not exercised upon the expiration of the lesser of the
period specified above shall be null and void unless the Holder dies during such
period, in which case the provisions of Subsection 10.3 shall govern.

        10.2 OTHER LOSS OF ELIGIBILITY - NON-EMPLOYEES. If a Holder is an
Eligible Individual because the Holder is serving in a capacity other than as an
Employee and if that capacity is terminated for any reason other than the
Holder's death or Disability, then that portion, if any, of any and all Awards
held by the Holder that were granted because of that capacity which are not yet
exercisable (or for which restrictions have not lapsed) as of the date of the
termination shall become null and void as of the date of the termination;
provided, however, that the portion, if any, of any and all Awards held by the
Holder that are then exercisable as of the date of the termination shall be
exercisable for a period of the lesser of (a) the remainder of the term of the
Award or (b) 30 days following the date such capacity is terminated. If a Holder
is an Eligible Individual because the Holder is serving in a capacity other than
as an Employee and if that capacity is terminated by reason of the Holder's
death or Disability, then the portion, if any, of any and all Awards held by the
Holder that are not yet exercisable (or for which restrictions have not lapsed)
as of the date of that termination for death or Disability shall become
exercisable (and the restrictions thereon, if any, shall lapse) and all such
Awards held by that Holder as of the date of termination that are exercisable
(either as a result of this sentence or otherwise) shall be exercisable for a
period of the lesser of (a) the remainder of the term of the Award or (b) the
date which is 30 days after the date of termination. Any portion of an Award not
exercised upon the expiration of the periods specified in (a) or (b) of the
preceding two sentences shall be null and void upon the expiration of such
period, as applicable.

        10.3 DEATH. Upon the death of a Holder, any and all Awards held by the
Holder that are not yet exercisable (or for which restrictions have not lapsed)
as of the date of the Holder's death shall become exercisable as provided below
and any restrictions shall immediately lapse as of the date of death; provided,
however, that the Awards held by the Holder as of the date of death shall be
exercisable by that Holder's legal representatives, heirs, legatees, or
distributees for a period of 90 days following the date of the Holder's death.
Any portion of an Award not exercised upon the expiration of such period shall
be null and void. Except as expressly provided in this Subsection 10.3, no Award
held by a Holder shall be exercisable after the death of that Holder.

        10.4 DISABILITY. If a Holder is an Eligible Individual because the
Holder is an Employee and if that employment relationship is terminated by
reason of the Holder's Disability, then the portion, if any, of any and all
Awards held by the Holder that are not yet exercisable (or for which
restrictions have not lapsed) as of the date of that termination for Disability
shall become exercisable as provided below and any restrictions shall
immediately lapse as of the date of termination; provided, however, that the
Awards held by the Holder as of the date of that termination shall be
exercisable by the Holder, his guardian or his legal representative for a period
of 30 days following the date of such termination. Any portion of an Award not
exercised upon

                                       25
<PAGE>
the expiration of such period shall be null and void unless the Holder dies
during such period, in which event the provisions of Subsection 10.3 shall
govern. "Disability" shall have the meaning given it in the employment agreement
of the Holder; provided, however, that if that Holder has no employment
agreement, "Disability" shall mean, as determined by the Board of Directors in
the sole discretion exercised in good faith of the Board of Directors, a
physical or mental impairment of sufficient severity that either the Holder is
unable to continue performing the duties he performed before such impairment or
the Holder's condition entitles him to disability benefits under any insurance
or employee benefit plan of the Corporation or its Subsidiaries and that
impairment or condition is cited by the Corporation as the reason for
termination of the Holder's employment.

        10.5 LEAVE OF ABSENCE. With respect to an Award, the Committee may, in
its sole discretion, determine that any Holder who is on leave of absence for
any reason will be considered to still be in the employ of the Corporation for
any or all purposes of the Plan and the Award Agreement of such Holder.

        10.6 TRANSFERABILITY OF AWARDS. In addition to such other terms and
conditions as may be included in a particular Award Agreement, an Award
requiring exercise shall be exercisable during a Holder's lifetime only by that
Holder or by that Holder's guardian or legal representative. An Award requiring
exercise shall not be transferrable other than (i) by will or the laws of
descent and distribution, or (ii) upon the written consent of a majority of the
Committee members.

        10.7 FORFEITURE AND RESTRICTIONS ON TRANSFER. Each Award Agreement may
contain or otherwise provide for conditions giving rise to the forfeiture of the
Stock acquired pursuant to an Award or otherwise and may also provide for those
restrictions on the transferability of shares of the Stock acquired pursuant to
an Award or otherwise that the Committee in its sole and absolute discretion may
deem proper or advisable. The conditions giving rise to forfeiture may include,
but need not be limited to, the requirement that the Holder render substantial
services to the Corporation or its Subsidiaries for a specified period of time.
The restrictions on transferability may include, but need not be limited to,
options and rights of first refusal in favor of the Corporation and stockholders
of the Corporation other than the Holder of such shares of Stock who is a party
to the particular Award Agreement or a subsequent holder of the shares of Stock
who is bound by that Award Agreement.

        10.8 DELIVERY OF CERTIFICATES OF STOCK. Subject to Subsection 10.9, the
Corporation shall promptly issue and deliver a certificate representing the
number of shares of Stock as to which (a) an Option has been exercised after the
Corporation receives an Exercise Notice and upon receipt by the Corporation of
the Exercise Price and any tax withholding as may be requested, (b) a Stock
Appreciation Right has been exercised (to the extent the Committee determines to
pay such Stock Appreciation Right in shares of Stock pursuant to Subsection 6.5)
and upon receipt by the Corporation of any tax withholding as may be requested,
and (c) restrictions have lapsed with respect to a Restricted Stock Award and
upon receipt by the Corporation of any tax withholding as may be requested. The
value of the shares of Stock or cash transferable because of an Award under the
Plan shall not bear any interest owing to the passage of time, except as may be

                                       26
<PAGE>
otherwise provided in an Award Agreement. If a Holder is entitled to receive
certificates representing Stock received for more than one form of Award under
the Plan, separate Stock certificates shall be issued with respect to Incentive
Options and Nonstatutory Options.

        10.9 CONDITIONS TO DELIVERY OF STOCK. Nothing herein or in any Award
granted hereunder or any Award Agreement shall require the Corporation to issue
any shares with respect to any Award if that issuance would, in the opinion of
counsel for the Corporation, constitute a violation of the Securities Act or any
similar or superseding statute or statutes, any other applicable statute or
regulation, or the rules of any applicable securities exchange or securities
association, as then in effect. At the time of any exercise of an Option or
Stock Appreciation Right, or at the time of any grant of a Restricted Stock
Award, the Corporation may, as a condition precedent to the exercise of such
Option or Stock Appreciation Right or vesting of any Restricted Stock Award,
require from the Holder of the Award (or in the event of his death, his legal
representatives, heirs, legatees, or distributees) such written representations,
if any, concerning the Holder's intentions with regard to the retention or
disposition of the shares of Stock being acquired pursuant to the Award and such
written covenants and agreements, if any, as to the manner of disposal of such
shares as, in the opinion of counsel to the Corporation, may be necessary to
ensure that any disposition by that Holder (or in the event of the Holder's
death, his legal representatives, heirs, legatees, or distributees) will not
involve a violation of the Securities Act or any similar or superseding statute
or statutes, any other applicable state or federal statute or regulation, or any
rule of any applicable securities exchange or securities association, as then in
effect.

        10.10 CERTAIN DIRECTORS AND OFFICERS. With respect to Holders who are
directors or officers of the Corporation or any of its Subsidiaries and who are
subject to Section 16(b) of the Exchange Act, Awards and all rights under the
Plan shall be exercisable during the Holder's lifetime only by the Holder or the
Holder's guardian or legal representative, but not for at least six months after
grant, unless (a) the Board of Directors expressly authorizes that an Award
shall be exercisable before the expiration of the six-month period or (b) the
death or disability of the Holder occurs before the expiration of the six-month
period. In addition, no such officer or director shall exercise any Stock
Appreciation Right or have shares of Stock withheld to pay tax withholding
obligations within the first six months of the term of an Award. Any election by
any such officer or director to have tax withholding obligations satisfied by
the withholding of shares of Stock shall be irrevocable and shall be
communicated to the Committee during the period beginning on the third day
following the date of release of quarterly or annual summary statements of sales
and earnings and ending on the twelfth business day following such date (the
"Window Period") or by an irrevocable election communicated to the Committee at
least six months before the date of exercise of the Award for which such
withholding is desired. Any election by such an officer or director to receive
cash in full or partial settlement of a Stock Appreciation Right, as well as any
exercise by such individual of a Stock Appreciation Right for such cash, in
either case to the extent permitted under the applicable Award Agreement or
otherwise permitted by the Committee, shall be made during the Window Period or
within any other periods that the Committee shall specify from time to time.

                                       27
<PAGE>
        10.11 SECURITIES ACT LEGEND. Certificates for shares of Stock, when
issued, may have the following legend, or statements of other applicable
restrictions (including, without limitation, restrictions required under any
Federal, state or foreign law), endorsed thereon and may not be immediately
transferable:

        THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
        SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
        TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
        EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
        ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
        THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT
        VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

This legend shall not be required for shares of Stock issued pursuant to an
effective registration statement under the Securities Act.

        10.12 LEGEND FOR RESTRICTIONS ON TRANSFER. Each certificate representing
shares issued to a Holder pursuant to an Award granted under the Plan shall, if
such shares are subject to any transfer restriction, including a right of first
refusal, provided for under this Plan or an Award Agreement, bear a legend that
complies with applicable law with respect to the restrictions on transferability
contained in this Subsection 10.12, such as:

        THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
        RESTRICTIONS ON TRANSFERABILITY IMPOSED BY THAT CERTAIN INSTRUMENT
        ENTITLED "DAWSON WELL SERVICING, INC. 1995 INCENTIVE PLAN" AS ADOPTED BY
        DAWSON WELL SERVICING, INC. (THE "CORPORATION"), AND AN AGREEMENT
        THEREUNDER BETWEEN THE CORPORATION AND THE INITIAL HOLDER THEREOF DATED
        ________________, 199_, AND MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE
        DISPOSED OF EXCEPT AS THEREIN PROVIDED. THE CORPORATION WILL FURNISH A
        COPY OF SUCH INSTRUMENT AND AGREEMENT TO THE RECORD HOLDER OF THIS
        CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE CORPORATION AT ITS
        PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

        10.13 RIGHTS AS A STOCKHOLDER. A Holder shall have no right as a
stockholder with respect to any shares covered by his Award until a certificate
representing those shares is issued in his name. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash or other property) or
distributions or other rights for which the record date is before the date that
certificate is issued, except as contemplated by Section 9 hereof. Nevertheless,
dividends, dividend equivalent rights and voting rights may be extended to and
made part of any Award denominated in Stock or units of Stock, subject to such
terms, conditions and restrictions as the

                                       28
<PAGE>
Committee may establish. The Committee may also establish rules and procedures
for the crediting of interest on deferred cash payments and dividend equivalents
for deferred payment denominated in Stock or units of Stock.

        10.14 FURNISH INFORMATION. Each Holder shall furnish to the Corporation
all information requested by the Corporation to enable it to comply with any
reporting or other requirement imposed upon the Corporation by or under any
applicable statute or regulation.

        10.15 OBLIGATION TO EXERCISE. The granting of an Award hereunder shall
impose no obligation upon the Holder to exercise the same or any part thereof.

        10.16 ADJUSTMENTS TO AWARDS. Subject to the general limitations set
forth in Sections 5, 6, and 9, the Committee may make any adjustment in the
Exercise Price of, the number of shares subject to, or the terms of a
Nonstatutory Option or Stock Appreciation Right by canceling an outstanding
Nonstatutory Option or Stock Appreciation Right and regranting a Nonstatutory
Option or Stock Appreciation Right. Such adjustment shall be made by amending,
substituting, or regranting an outstanding Nonstatutory Option or Stock
Appreciation Right. Such amendment, substitution, or regrant may result in terms
and conditions that differ from the terms and conditions of the original
Nonstatutory Option or Stock Appreciation Right. The Committee may not, however,
impair the rights of any Holder of previously granted Nonstatutory Options or
Stock Appreciation Rights without that Holder's consent. If such action is
effected by amendment, such amendment shall be deemed effective as of the Date
of Grant of the amended Award.

        10.17 REMEDIES. The Corporation shall be entitled to recover from a
Holder reasonable attorneys' fees incurred in connection with the enforcement of
the terms and provisions of the Plan and any Award Agreement whether by an
action to enforce specific performance or for damages for its breach or
otherwise.

        10.18 INFORMATION CONFIDENTIAL. As partial consideration for the
granting of each Award hereunder, the Holder shall agree with the Corporation
that he will keep confidential all information and knowledge that he has
relating to the manner and amount of his participation in the Plan; provided,
however, that such information may be disclosed as required by law and may be
given in confidence to the Holder's spouse, tax or financial advisors, or to a
financial institution to the extent that such information is necessary to secure
a loan. In the event any breach of this promise comes to the attention of the
Committee, it shall take into consideration that breach in determining whether
to recommend the grant of any future Award to that Holder, as a factor
mitigating against the advisability of granting any such future Award to that
Person.

        10.19 CONSIDERATION. No Option or Stock Appreciation Right shall be
exercisable and no restriction on any Restricted Stock Award shall lapse with
respect to a Holder unless and until the Holder thereof shall have paid cash or
property to, or performed services for, the Corporation or any of its
Subsidiaries that the Committee believes is equal to or greater in value than
the par value of the Stock subject to such Award.

                                       29
<PAGE>
SECTION 11.  DURATION AND AMENDMENT OF PLAN

        11.1 DURATION. No Awards may be granted hereunder after the date that is
ten years from the earlier of (a) the date the Plan was initially adopted by the
Board of Directors and (b) the date the Plan is approved by the stockholders of
the Corporation.

        11.2 AMENDMENT. The Board of Directors may, insofar as permitted by law,
with respect to any shares which, at the time, are not subject to Awards,
suspend or discontinue the Plan or revise or amend it in any respect whatsoever
and may amend any provision of the Plan or any Award Agreement to make the Plan
or the Award Agreement, or both, comply with Section 16(b) of the Exchange Act
and the exemptions from that Section in the regulations thereunder. The Board of
Directors may also amend, modify, suspend, or terminate the Plan for the purpose
of meeting or addressing any changes in other legal requirements applicable to
the Corporation or the Plan or for any other purpose permitted by law. The Plan
may not be amended without the consent of the holders of a majority of the
shares of Stock then outstanding to (a) increase materially the aggregate number
of shares of Stock that may be issued under the Plan (except for adjustments
pursuant to Section 9 hereof), (b) increase materially the benefits accruing to
Eligible Individuals under the Plan, or (c) modify materially the requirements
about eligibility for participation in the Plan; provided, however, that such
amendments may be made without the consent of stockholders of the Corporation if
changes occur in law or other legal requirements (including Rule 16b-3) that
would permit such changes. In connection with any amendment of the Plan, the
Board of Directors shall be authorized to incorporate such provisions as shall
be necessary for amounts paid under the Plan to be exempt from Section 162(m) of
the Code.

SECTION 12.  GENERAL

        12.1 APPLICATION OF FUNDS. The proceeds received by the Corporation from
the sale of shares pursuant to Awards may be used for any general corporate
purpose.

        12.2 RIGHT OF THE CORPORATION AND SUBSIDIARIES TO TERMINATE EMPLOYMENT.
Nothing contained in the Plan, or in any Award Agreement, shall confer upon any
Holder the right to continue in the employ of the Corporation or any Subsidiary
or interfere in any way with the rights of the Corporation or any Subsidiary to
terminate the Holder's employment at any time.

        12.3 NO LIABILITY FOR GOOD FAITH DETERMINATIONS. Neither the members of
the Board of Directors nor any member of the Committee shall be liable for any
act, omission or determination taken or made in good faith with respect to the
Plan or any Award granted under it; and members of the Board of Directors and
the Committee shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage, or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is
approved by independent legal counsel selected by the Corporation, and amounts
paid in satisfaction of a judgment, except a judgment based on a finding of bad
faith) arising therefrom to the full extent permitted by law and under any
directors' and officers' liability or similar insurance coverage that may from
time to time be in effect. This right to indemnification shall be in addition
to, and not a limitation on,

                                       30
<PAGE>
any other indemnification rights any member of the Board of Directors or the
Committee may have.

        12.4 OTHER BENEFITS. Participation in the Plan shall not preclude the
Holder from eligibility in any other stock or stock option plan of the
Corporation or any Subsidiary or any old age benefit, insurance, pension, profit
sharing retirement, bonus, or other extra compensation plans that the
Corporation or any Subsidiary has adopted, or may, at any time, adopt for the
benefit of its Employees. Neither the adoption of the Plan by the Board of
Directors nor the submission of the Plan to the stockholders of the Corporation
for approval shall be construed as creating any limitations on the power of the
Board of Directors to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options and the
awarding of stock and cash otherwise than under the Plan and such arrangements
may be either generally applicable or applicable only in specific cases.

        12.5 EXCLUSION FROM PENSION AND PROFIT-SHARING COMPENSATION. By
acceptance of an Award (regardless of form), as applicable, each Holder shall be
deemed to have agreed that the Award is special incentive compensation that will
not be taken into account in any manner as salary, compensation, or bonus in
determining the amount of any payment under any pension, retirement, or other
employee benefit plan of the Corporation or any Subsidiary, unless any pension,
retirement, or other employee benefit plan of the Corporation or Subsidiary
expressly provides that such Award shall be so considered for purposes of
determining the amount of any payment under any such plan. In addition, each
beneficiary of a deceased Holder shall be deemed to have agreed that the Award
will not affect the amount of any life insurance coverage, if any, provided by
the Corporation or a Subsidiary on the life of the Holder that is payable to the
beneficiary under any life insurance plan covering employees of the Corporation
or any Subsidiary.

        12.6 EXECUTION OF RECEIPTS AND RELEASES. Any payment of cash or any
issuance or transfer of shares of Stock to the Holder, or to his legal
representative, heir, legatee, or distributee, in accordance with the provisions
hereof, shall, to the extent thereof, be in full satisfaction of all claims of
such persons hereunder. The Committee may require any Holder, legal
representative, heir, legatee, or distributee, as a condition precedent to such
payment, to execute a release and receipt therefor in such form as it shall
determine.

        12.7 UNFUNDED PLAN. Insofar as it provides for Awards of cash and Stock,
the Plan shall be unfunded. Although bookkeeping accounts may be established
with respect to Holders who are entitled to cash, Stock, or rights thereto under
the Plan, any such accounts shall be used merely as a bookkeeping convenience.
The Corporation shall not be required to segregate any assets that may at any
time be represented by cash, Stock, or rights thereto, nor shall the Plan be
construed as providing for such segregation, nor shall the Corporation nor the
Board of Directors nor the Committee be deemed to be a trustee of any cash,
Stock, or rights thereto to be granted under the Plan. Any liability of the
Corporation to any Holder with respect to a grant of cash, Stock, or rights
thereto under the Plan shall be based solely upon any contractual obligations
that may be created by the Plan and any Award Agreement; no such obligation of
the Corporation shall be deemed to be secured by any pledge or other encumbrance
on any property of the Corporation.

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Neither the Corporation nor the Board of Directors nor the Committee shall be
required to give any security or bond for the performance of any obligation that
may be created by the Plan.

        12.8 NO GUARANTEE OF INTERESTS. Neither the Committee nor the
Corporation guarantees the Stock of the Corporation from loss or depreciation.

        12.9 PAYMENT OF EXPENSES. All expenses incident to the administration,
termination, or protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Corporation or its Subsidiaries; provided,
however, the Corporation or a Subsidiary may recover any and all damages, fees,
expenses, and costs arising out of any actions taken by the Corporation to
enforce its right to purchase Stock under this Plan.

        12.10 CORPORATION RECORDS. Records of the Corporation or its
Subsidiaries regarding the Holder's period of employment, termination of
employment and the reason therefor, leaves of absence, re-employment, and other
matters shall be conclusive for all purposes hereunder, unless determined by the
Committee to be incorrect.

        12.11 INFORMATION. The Corporation and its Subsidiaries shall, upon
request or as may be specifically required hereunder, furnish or cause to be
furnished all of the information or documentation which is necessary or required
by the Committee to perform its duties and functions under the Plan.

        12.12 NO LIABILITY OF CORPORATION. The Corporation assumes no obligation
or responsibility to the Holder or his legal representatives, heirs, legatees,
or distributees for any act of, or failure to act on the part of, the Committee.

        12.13 CORPORATION ACTION. Any action required of the Corporation shall
be by resolution of its Board of Directors or by a person authorized to act by
resolution of the Board of Directors.

        12.14 SEVERABILITY. In the event that any provision of this Plan, or the
application hereof to any Person or circumstance, is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect
under present or future laws effective during the effective term of any such
provision, such invalid, illegal, or unenforceable provision shall be fully
severable; and this Plan shall then be construed and enforced as if such
invalid, illegal, or unenforceable provision had not been contained in this
Plan; and the remaining provisions of this Plan shall remain in full force and
effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance from this Plan. Furthermore, in lieu of each such
illegal, invalid, or unenforceable provision, there shall be added automatically
as part of this Plan a provision as similar in terms to such illegal, invalid,
or unenforceable provision as may be possible and be legal, valid, and
enforceable. If any of the terms or provisions of this Plan conflict with the
requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible
Individuals who are subject to Section 16(b) of the Exchange Act), then those
conflicting terms or provisions shall be deemed inoperative to the extent they
so conflict with the requirements of Rule 16b-3 and, in lieu of such conflicting
provision, there shall be added automatically as part of this Plan a provision
as similar in terms to such conflicting provision as may be possible and not
conflict with

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the requirements of Rule 16b-3. If any of the terms or provisions of this Plan
conflict with the requirements of Section 422 of the Code (with respect to
Incentive Options), then those conflicting terms or provisions shall be deemed
inoperative to the extent they so conflict with the requirements of Section 422
of the Code and, in lieu of such conflicting provision, there shall be added
automatically as part of this Plan a provision as similar in terms to such
conflicting provision as may be possible and not conflict with the requirements
of Section 422 of the Code. With respect to Incentive Options, if this Plan does
not contain any provision required to be included herein under Section 422 of
the Code, that provision shall be deemed to be incorporated herein with the same
force and effect as if that provision had been set out at length herein;
provided, however, that, to the extent any Option that is intended to qualify as
an Incentive Option cannot so qualify, that Option (to that extent) shall be
deemed a Nonstatutory Option for all purposes of the Plan.

        12.15 NOTICES. Whenever any notice is required or permitted hereunder,
such notice must be in writing and personally delivered or sent by mail. Any
notice required or permitted to be delivered hereunder shall be deemed to be
delivered on the date on which it is actually received by the Corporation
addressed to the attention of the Corporate Secretary at the Corporation's
office as specified in the applicable Award Agreement. The Corporation or a
Holder may change, at any time and from time to time, by written notice to the
other, the address which it or he had previously specified for receiving
notices. Until changed in accordance herewith, the Corporation and each Holder
shall specify as its and his address for receiving notices the address set forth
in the Award Agreement pertaining to the shares to which such notice relates.
Any person entitled to notice hereunder may waive such notice.

        12.16 SUCCESSORS. The Plan shall be binding upon the Holder, his legal
representatives, heirs, legatees, and distributees, upon the Corporation, its
successors and assigns and upon the Committee and its successors.

        12.17 HEADINGS. The titles and headings of Sections and Subsections are
included for convenience of reference only and are not to be considered in
construction of the provisions hereof.

        12.18 GOVERNING LAW. All questions arising with respect to the
provisions of the Plan shall be determined by application of the laws of the
State of Texas, without giving effect to any conflict of law provisions thereof,
except to the extent Texas law is preempted by federal law. Questions arising
with respect to the provisions of an Award Agreement that are matters of
contract law shall be governed by the laws of the state specified in the Award
Agreement, except to the extent that Texas corporate law subconflicts with the
contract law of such state, in which event Texas corporate law shall govern
irrespective of any conflict of law laws. The obligation of the Corporation to
sell and deliver Stock hereunder is subject to applicable federal, state and
foreign laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of such Stock.

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        12.19 WORD USAGE. Words used in the masculine shall apply to the
feminine where applicable, and wherever the context of this Plan dictates, the
plural shall be read as the singular and the singular as the plural.

        IN WITNESS WHEREOF, Dawson, acting by and through its officers hereunto
duly authorized, has executed this Amended and Restated 1995 Incentive Plan, to
be effective as of July 31, 1997.


                               DAWSON PRODUCTION SERVICES, INC.,
                               a Texas corporation

                               By: _____________________________
                                   Michael E. Little, President

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