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                                                                    EXHIBIT 10.3


                                 CINEMARK, INC.
                            LONG TERM INCENTIVE PLAN

                                   ARTICLE I.
                                    PURPOSES

         1.1 Purpose of Plan. The purposes of the Cinemark, Inc. Long Term
Incentive Plan (the "PLAN") are to advance the interests of Cinemark, Inc. (the
"COMPANY") and its stockholders by providing significant incentives to selected
officers, Employees, Directors and Consultants (as defined herein) of the
Company and its Subsidiaries (as defined herein) and to enhance the interest of
such persons in the Company's success and progress by providing them with an
opportunity to become stockholders of the Company. Further, the Plan is designed
to enhance the Company's ability to attract and retain qualified management and
other personnel necessary for the success and progress of the Company. The Plan
provides for (i) Incentive Option grants, (ii) Nonqualified Option grants, (iii)
stock appreciation rights grants, (iv) Phantom Stock grants, (v) Restricted
Shares grants, and (vi) Performance Share and Performance Share Units awards.
The Plan is an amendment and restatement in connection with the assumption and
continuation of the Cinemark USA, Inc. Long Term Incentive Plan.

                                   ARTICLE II.
                                   DEFINITIONS

         2.1 Definitions. Certain terms used herein shall have the meaning below
stated.

                  (a) "ADMINISTRATOR" means the Board or Committee designated to
administer the Plan in accordance with Section 7.1.

                  (b) "AWARD" means an Incentive Option, Nonqualified Option,
stock appreciation right, Phantom Stock, Restricted Share, Performance Share
and/or Performance Share Unit granted under the Plan.

                  (c) "BOARD" or "BOARD OF DIRECTORS" means the Board of
Directors of the Company.

                  (d) "CHANGE OF CONTROL" means: (i) the acquisition, by a
single entity (or group of affiliated entities) that is not directly or
indirectly controlled by the existing stockholders, of more than 50% of the
capital stock of the Company issued and outstanding immediately prior to such
acquisition; or (ii) the consummation of any merger or consolidation of the
Company or any sale or other disposition of all or substantially all of its
assets, if the stockholders of the Company immediately before such transaction
own directly or indirectly, immediately after consummation of such transaction,
equity securities (other than options and other rights to acquire equity
securities) possessing less than 50% of the voting power of the surviving or
acquiring corporation. Notwithstanding the foregoing, an underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933, as amended,
including the Company's initial public offering, shall not be considered a
Change of Control. In addition, a transaction shall not constitute a Change of
Control if its sole purpose is to change the state of the Company's






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incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company's securities
immediately before such transaction.

                  (e) "CODE" means the Internal Revenue Code of 1986, as
amended.

                  (f) "COMMITTEE" means the committee of directors appointed by
the Board to administer the Plan pursuant to Article VII hereof.

                  (g) "COMMON STOCK" means the authorized Class A common stock
of the Company, par value $.001 per share, as constituted on the date the Plan
becomes effective.

                  (h) "COMPANY" means Cinemark Inc., a Delaware corporation.

                  (i) "CONSULTANT" means a consultant or advisor who is a
natural person and who provides bona fide services to the Company or a
Subsidiary; provided such services are not in connection with the offer or sale
of securities in a capital raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities.

                  (j) "CORPORATE EVENT" shall have the meaning ascribed to such
term in Section 5.11(a).

                  (k) "DISABLED" shall have the meaning ascribed to such term in
Section 6.2.

                  (l) "DIRECTOR" means a member of the Board or a member of the
board of directors of a Subsidiary.

                  (m) "EMPLOYEE" means an officer or other employee of the
Company or a Subsidiary.

                  (n) "FAIR MARKET VALUE" on any date for which fair market
value is to be determined hereunder means (i) the reported closing price on the
principal national securities exchange on which the shares of Common Stock are
listed or admitted to trading, or, (ii) if the shares of Common Stock are not
listed or admitted to trading on any national securities exchange, on the
National Association of Securities Dealers Automated Quotation National Market
(the "NASDAQ NATIONAL MARKET"), or, (iii) if the shares of Common Stock are not
quoted on the NASDAQ National Market, the average of the highest reported bid
and the lowest reported asked prices as furnished by the National Association of
Securities Dealers, Inc. (the "NASD") through NASDAQ, or, (iv) if not so
reported through NASDAQ as reported through the National Quotation Bureau,
Incorporated ("NQBI") or a similar organization if NASDAQ or NQBI is no longer
reporting such information. For Options approved at such times as the Common
Stock is not reported or quoted by any such organization (including options
approved prior to the initial public stock offering of the Company), the fair
market value of the shares of Common Stock shall be the fair market value
thereof determined in good faith by the Administrator. In addition to the above
rules, Fair Market Value shall be determined without regard to any restriction
other than a restriction which, by its terms, will never lapse. For purposes of
determining the exercise price for an Incentive Option granted prior to the







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Amendment and Restatement Effective Date, the Fair Market Value shall be the
value of the Common Stock on the date immediately preceding the date of grant
based on quoted prices as determined above. For Incentive Options granted on or
after the Amendment and Restatement Effective Date, the Fair Market Value shall
be the value of the Common Stock on the date of the grant based on quoted prices
as determined above.

                  (o) "INCENTIVE OPTION" means an Option intended to qualify as
an incentive option under Section 422 of the Code.

                  (p) "NONQUALIFIED OPTION" means an Option that is not intended
to qualify as an Incentive Option.

                  (q) "OPTION" means an option to purchase Common Stock granted
by the Administrator to a Participant pursuant to Article V hereof.

                  (r) "OPTION AGREEMENT" means an agreement between the Company
and an Optionee evidencing the terms of an Option granted under the Plan.

                  (s) "OPTIONEE" means a Participant to whom an Option has been
granted under the Plan.

                  (t) "PARTICIPANT" means an Employee, Director or Consultant to
whom Options, Phantom Shares, Restricted Shares or Performance Share Units have
been granted or awarded under the Plan.

                  (u) "PERFORMANCE CYCLE" means the period of time, designated
by the Administrator, over which Performance Shares may be earned.

                  (v) "PERFORMANCE SHARES" means shares of Common Stock granted
pursuant to Section 5.9 of the Plan which may be subject to the restrictions and
other terms and conditions prescribed in the Plan.

                  (w) "PERFORMANCE SHARE UNITS" means contingent rights to
receive Performance Shares pursuant to Section 5.9 of the Plan.

                  (x) "PLAN" means the Cinemark, Inc. Long Term Incentive Plan,
as set forth herein and as from time to time amended.

                  (y) "PUBLICLY TRADED" shall mean corporate stock that is
listed or admitted to unlisted trading privileges on a national securities
exchange or designated as a national market system security on an interdealer
quotation system by the NASD or if sales or bid and offer quotations are
reported for that class of stock on the NASDAQ National Market.

                  (z) "RESTRICTED SHARES" means the shares that are awarded to a
Participant pursuant to this Section which on the date of award are both
nontransferable and subject to a substantial risk of forfeiture.




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                  (aa) "RESTRICTED PERIOD" means the period during which the
Restricted Shares remain nontransferable and subject to the substantial risk of
forfeiture.

                  (bb) "SERVICE" means service provided to the Company or a
Subsidiary as an Employee, Director or Consultant.

                  (cc) "SUBSIDIARY" means a subsidiary of the Company within the
meaning of Section 424(f) of the Code.

                                  ARTICLE III.
                   STOCKHOLDER APPROVAL; RESERVATION OF SHARES

         3.1 Stockholder Approval. The Plan shall become effective only if,
within 12 months from the date the Plan is adopted by the Board, the Plan is
approved by the affirmative vote of the holders of a majority of the shares of
capital stock of the Company entitled to vote thereon, or by written consent of
such holders, in accordance with the applicable provisions of the Certificate of
Incorporation and Bylaws of the Company and applicable state law.

         3.2 Shares Reserved Under Plan. The aggregate number of shares of
Common Stock which may be issued upon the exercise of Options granted under the
Plan or otherwise awarded under the Plan shall not exceed 2,644,380 shares (as
may be adjusted pursuant to Section 9.4 of the Plan). If stock appreciation
rights are granted with respect to any Options under this Plan, the total number
of shares of stock for which Options granted under this Plan may thereafter be
exercised shall be irrevocably reduced not only when there is an exercise of an
Option granted under the Plan, but also when such Option is surrendered upon an
exercise of a stock appreciation right granted under this Plan, in either case
by the number of shares covered by the portion of such Option which is exercised
or surrendered. When the exercise price for an Option granted under this Plan is
paid with previously outstanding shares or with shares as to which the Option is
being exercised, as permitted in Section 5.7, the total number of shares of
stock for which Options granted under this Plan may thereafter be exercised
shall be irrevocably reduced by the total number of shares for which such Option
is thus exercised. Shares of Common Stock issued upon the exercise of Options
granted under the Plan or other Award under the Plan may consist of either
authorized but unissued shares or shares which have been issued and which shall
have been heretofore or shall be hereafter reacquired by the Company. The total
number of shares authorized under the Plan shall be subject to increase or
decrease in order to give effect to the provisions of Section 9.4 hereof and to
give effect to any amendment adopted pursuant to Article VIII. If any Option
granted under the Plan shall expire, terminate or be cancelled for any reason
without having been exercised in full, the number of shares as to which such
Option was not exercised shall again be available for purposes of the Plan. If
any Restricted Share is terminated, cancelled or forfeited for any reason, the
Restricted shares shall again be available for purposes of the Plan. The Company
shall at all times while the Plan is in effect reserve such number of shares of
Common Stock as will be sufficient to satisfy the requirements of the Plan. The
maximum number of shares of Common Stock to which Awards or sales of Common
Stock may be granted under the Plan to any Participant in any one calendar year
shall be 1,000,000 shares. The maximum amount of compensation that may be paid
to any Employee pursuant to all Awards granted to such Employee in any one
calendar year under the Plan may not exceed





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the Fair Market Value of the Company's Common Stock (determined as of the
applicable date) multiplied by 1,000,000.

                                   ARTICLE IV.
                              PARTICIPATION IN PLAN

         4.1 Eligibility. Awards under the Plan may be granted to any Employee,
Director or Consultant of the Company or a Subsidiary. The Administrator shall
determine those Employees, Directors and Consultants to whom Awards shall be
granted, and, subject to Section 3.2 hereof, the number of shares of Common
Stock subject to each such Award. Incentive Options or Nonqualified Options may
be granted to an Employee. The grant of an Award under the Plan to a Participant
shall not be deemed either to entitle such Participant to, or disqualify such
Participant from, participation in any other grant of Awards under the Plan.

         4.2 Participation Not Guarantee of Service. Nothing in this Plan or in
any Option Agreement or other Award agreement shall in any manner be construed
to limit in any way the right of the Company or any Subsidiary to terminate a
Participant's Service at any time, without regard to the effect of such
termination on any rights such Participant would otherwise have under this Plan,
or give any right to a Participant to remain employed or retained by the Company
or a Subsidiary thereof in any particular position or at any particular rate of
compensation.

         4.3 Effect of Plan. Neither the adoption of the Plan nor any action of
the Board or the Committee shall be deemed to give any Employee, Director or
Consultant any right to be granted an Award or any other rights except as may be
evidenced by the Award Agreement, or any amendment thereto, duly authorized by
the Administrator and executed on behalf of the Company, and then only to the
extent and on the terms and conditions expressly set forth therein. The
existence of the Plan and the Awards granted hereunder shall not affect in any
way the right of the Board, the Committee or the stockholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of bonds, debentures, or shares of
preferred stock ahead of or affecting Common Stock or the rights thereof, the
dissolution or liquidation of the Company or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding.
Nothing contained in the Plan or in any Award Agreement for an Award granted
thereunder shall confer upon any Participant any right to (i) continue rendering
Services to the Company or any of its Subsidiaries or (ii) interfere in any way
with the right of the Company or any of its Subsidiaries to terminate his or her
Services at any time.

                                   ARTICLE V.
                   GRANT AND EXERCISE OF OPTIONS; OTHER AWARDS

         5.1 Grant of Options. The Administrator may from time to time in its
discretion grant Options to Employees, Directors or Consultants. All Options
under the Plan shall be granted within ten years from the date the Plan is
adopted by the Board or the date the Plan is approved by holders of the capital
stock of the Company, entitled to vote thereon, whichever is earlier.




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         5.2 Incentive Stock Options. The Administrator may authorize the grant
of Incentive Options subject to the terms and conditions set forth herein. The
grant of an Incentive Option shall be evidenced by a written Incentive Option
Agreement between the Company and the Optionee, setting forth the number of
shares of Common Stock subject to the Incentive Option evidenced thereby and the
terms, conditions and restrictions applicable thereto. The aggregate Fair Market
Value of the Common Stock with respect to which Incentive Options granted under
all incentive stock option plans of the Company and its Subsidiaries are
exercisable for the first time by the Optionee during any calendar year shall
not exceed $100,000 or such other threshold in accordance with applicable law.
Incentive Options may only be granted to Employees.

         5.3 Nonqualified Stock Options. The Administrator may authorize the
grant of Nonqualified Options subject to the terms and conditions set forth
herein. The grant of a Nonqualified Option shall be evidenced by a written
Nonqualified Option Agreement between the Company and the Optionee, setting
forth the number of shares of Common Stock subject to the Nonqualified Option
evidenced thereby and the terms, conditions and restrictions applicable thereto.

         5.4 Stock Appreciation Rights. An Option Agreement may provide, if the
Administrator so determines, that upon exercise of the Option, the Administrator
may elect to have the Company pay, in lieu of receipt from the Optionee of the
exercise price and issuance of certificates for the shares of stock exercised,
an amount equal to the excess of the Fair Market Value per share on the date of
exercise over the per share exercise price under the Option, multiplied by the
number of shares covered by the Option or portion thereof being exercised (the
"STOCK APPRECIATION"). If such an election is made, the Stock Appreciation shall
be paid to the Optionee either in cash or in Common Stock (based on the fair
market value of such stock on the date of the exercise by the Optionee), as the
Administrator shall determine. The Option to purchase shares shall terminate
with respect to the number of shares for which the Stock Appreciation is paid.

         5.5 Option Agreements. Each Option granted under the Plan shall be
evidenced by an Option Agreement between the Company and the Optionee in such
form as the Administrator shall approve and containing such provisions and
conditions not inconsistent with the provisions of the Plan, including the term
during which the Option may be exercised and whether in installments or
otherwise, as the Administrator shall determine.

         5.6 Option Terms. Options granted under the Plan shall be subject to
the following requirements:

                  (a) Option Price. The exercise price of each Incentive Option
granted under the Plan shall not be less than the higher of the par value or
100% of the Fair Market Value of the shares of Common Stock subject to the
Option on the date the Option is granted. The exercise price of any Nonqualified
Options granted under the Plan shall be determined by the Administrator. The
exercise price of an Option may be subject to adjustment pursuant to Section 9.4
hereof.




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                  (b) Term of Option. The term during which an Option is
exercisable shall be that period determined by the Administrator as set forth in
the applicable Option Agreement, provided that no Option shall have a term that
exceeds a period of ten years from the date of its grant. Notwithstanding
anything herein to the contrary, no portion of an Option may be exercised after
the end of the term of such Option.

                  (c) Nontransferability of Options. Any Option granted under
the Plan shall not be transferable by the Optionee other than by will or the
laws of descent and distribution, and each such Option shall be exercisable
during the Optionee's lifetime only by him or her. No transfer of an Option by
an Optionee by will or by the laws of descent and distribution shall be
effective to bind the Company unless the Company shall have been furnished with
written notice thereof and a copy of the will and/or such other evidence as the
Administrator may determine necessary to establish the validity of the transfer.
Notwithstanding the foregoing, the Administrator in its sole discretion, may
permit the transfer of a Nonqualified Option granted on or after the Amendment
and Restatement Effective Date as follows: (i) by gift to a member of the
Optionee's immediate family or (ii) by transfer by instrument to a trust
providing that the Option is to be passed to beneficiaries upon death of the
trustor (either or both (i) or (ii) referred to as a "PERMITTED TRANSFEREE").
For purposes of this Section 5.6(c) "immediate family" shall mean the Optionee's
spouse (including a former spouse subject to terms of a domestic relations
order); child, stepchild, grandchild, child-in-law; parent, stepparent,
grandparent, parent-in-law; sibling, and sibling-in-law and shall include
adoptive relationships. A transfer of a Nonqualified Option permitted under this
Section hereof may be made only upon written notice to and approval thereof by
the Administrator. A Permitted Transferee may not further assign, sell or
transfer the transferred Option, in whole or in part, other than by will or by
operation of the laws of descent and distribution. In addition, following the
transfer, the Nonqualified Option shall continue to be subject to the terms of
this Plan and the Option Agreement evidencing the Nonqualified Option; provided,
however, that where appropriate, the term "OPTIONEE" shall be deemed to apply to
the Permitted Transferee. The events of termination of Service shall continue to
be applied with respect to the original Optionee.

                  (d) Time and Amount Exercisable. Each Option shall be
exercisable in accordance with the provisions of the Option Agreement pursuant
to which it is granted in whole, or from time to time in part, subject to any
limitations with respect to the number of shares for which the Option may be
exercised at a particular time and to such other conditions as the Administrator
in its discretion may specify in the Option Agreement. Any portion of an Option
which has become exercisable shall remain exercisable until it is exercised in
full or it terminates or expires pursuant to the terms of the Plan or the
applicable Option Agreement. Effective for Options granted on or after the
Amendment and Restatement Effective Date, the Administrator may provide that an
Option granted on or after the Amendment and Restatement Effective Date shall be
immediately exercisable and provide that upon exercise of the Option, the
Optionee shall receive Restricted Shares subject to vesting restrictions.

                  (e) Options Granted to Ten Percent Stockholders. No Incentive
Option shall be granted to any Employee who owns, directly or indirectly within
the meaning of Section 424(d) of the Code, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or any
Subsidiary, unless at the time the Option is granted, the exercise price of the
Option is at least 110% of the Fair Market Value of the Common Stock






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subject to such Option and such Option, by its terms, is not exercisable after
the expiration of five years from the date such Option is granted. The
provisions of this Section 5.6(e) shall not apply to the grant of Nonqualified
Options.

         5.7 Payment of Exercise Price and Delivery of Shares.

                  (a) Manner of Exercise. Shares of Common Stock purchased upon
exercise of Options shall at the time of purchase be paid for in full. The
Company shall satisfy its employment tax and other tax withholding obligations
by requiring the Optionee (or such Optionee's estate or representative) to pay
the amount of employment tax and withholding tax, if any, that must be paid
under federal, state and local law due to the exercise of the Option or the
related stock appreciation right, if any. To the extent that the right to
purchase shares has accrued hereunder, Options may be exercised from time to
time by written notice to the Administrator stating the full number of shares
with respect to which the Option is being exercised and the time of delivery
thereof, which shall be at least five (5) days after the giving of such notice
unless an earlier date shall have been mutually agreed upon by the Optionee (or
other person entitled to exercise the Option) and the Administrator, accompanied
by payment to the Company of the purchase price in full and the amount of
employment tax and withholding tax due, if any, upon the exercise of the Option.
Such payment shall be effected (i) by certified or official bank check, (ii) if
so permitted by the Administrator, by the delivery of a number of shares of
Common Stock owned by the Participant for at least six months (or such other
period as may be established from time to time by the Administrator or generally
accepted accounting principles) (plus cash if necessary) having a fair market
value equal to the amount of such purchase price and employment or withholding
tax; (iii) if so permitted by the Administrator, by payment with financial
assistance from the Company pursuant to Section 7.4 hereof or (iv) by delivery
of the equivalent thereof acceptable to the Administrator. The Administrator
will, as soon as reasonably possible notify the Optionee (or such Optionee's
representative) of the amount of employment tax and other withholding tax that
must be paid under federal, state and local law due to the exercise of the
Option or the related stock appreciation right, if any. At the time of delivery,
the Company shall, without transfer or issue tax to the Optionee (or other
person entitled to exercise the Option), deliver to the Optionee (or to such
other person) at the principal office of the Company, or such other place as
shall be mutually agreed upon, a certificate or certificates for the shares of
Common Stock; provided, however, that the time of delivery may be postponed by
the Administrator for such period as may be required for it with reasonable
diligence to comply with any requirements of law. The foregoing notwithstanding,
the Administrator may permit in an Option Agreement, at the time of the grant of
an Option or by later amendment to an Option Agreement, an alternative exercise
of an Option by a "cashless exercise" with a broker or by the surrender of the
Option, if the Administrator so permits, in exchange for an amount, payable in
cash or shares of Common Stock (except for fractional shares which shall be paid
in cash) valued at Fair Market Value as of the date of such surrender, that is
equal to the difference between (i) the aggregate Fair Market Value of the
shares subject to the portion of the Option being exercised, minus (ii) the
total exercise price for the portion of the Option being exercised, plus
employment tax and other withholding tax. In the applicable Option Agreement the
Administrator may require an Optionee to accept either cash or shares in
settlement of any Option so surrendered or may permit the Optionee to request,
subject to Administrator approval, cash or shares to be received in settlement.
Withholding upon such an alternative exercise shall be effected by any lawful
means approved by the Administrator and






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agreed to with the Optionee. Any Common Stock issued pursuant to the exercise of
an Option and transferred by the Optionee to the Company for the purpose of
satisfying any withholding obligation shall not again be available for purposes
of the Plan.

                  (b) Rights of Optionee in Stock. Neither any Optionee nor the
legal representatives, heirs, legatees or distributees of any Optionee shall be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock issuable upon exercise of an Option
granted hereunder unless and until such shares are issued to him or her or them
and such person or persons have received a certificate or certificates therefor.
Upon the issuance and receipt of such certificate or certificates, such Optionee
or the legal representatives, heirs, legatees or distributees of such Optionee
shall have absolute ownership of the shares of Common Stock evidenced thereby,
including the right to vote such shares, to the same extent as any other owner
of shares of Common Stock, and to receive dividends thereon, subject, however,
to the terms, conditions and restrictions of the Plan.

         5.8 Restricted Shares.

                  (a) General. The Administrator, in its sole discretion, may
from time to time authorize the grant of Restricted Shares to Employees,
Directors or Consultants. The Administrator may determine that the restrictions
imposed on the Restricted Shares may lapse with respect to all of the Restricted
Shares at the same time, or may lapse with respect to the Restricted Shares on a
pro rata basis during the Restricted Period. A certificate or certificates
representing the number of Restricted Shares granted shall be registered in the
name of the Participant. Until the expiration of the Restriction Period or the
lapse of restrictions in the manner provided in paragraph (d) or paragraph (e)
of this Section 5.8, the certificate or certificates shall be held by the
Company for the account of the Participant, and the Participant shall have
beneficial ownership of the Restricted Shares, including the right to receive
dividends on, and the right to vote, the Restricted Shares on any matters for
which the holders of such Restricted Shares are entitled to vote.

                  (b) Restrictions. Until the expiration of the Restriction
Period or the lapse of restrictions in the manner provided in paragraph (d) or
paragraph (e) of this Section 5.8, Restricted Shares shall be subject to the
following restrictions and any additional restrictions that the Administrator,
in its sole discretion, may from time to time deem desirable in furtherance of
the objectives of the Plan.

                           (i) The Participant shall not be entitled to receive
the certificate or certificates representing the Restricted Shares;

                           (ii) The Restricted Shares may not be sold,
transferred, assigned, pledged, conveyed, hypothecated, or otherwise disposed
of; and

                           (iii) The Restricted Shares may be forfeited
immediately as provided in paragraph (d) of this Section 5.8.

                  (c) Distribution of Restricted Shares. If a Participant to
whom Restricted Shares have been granted continues to provide Services to the
Company or a Subsidiary during the entire Restriction Period, upon the
expiration of the Restriction Period all restrictions





                                       9
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applicable to the Restricted Shares shall lapse, and the certificate or
certificates representing the shares of Common Stock that were granted to the
Participant in the form of Restricted Shares shall be delivered to the
Participant.

                  (d) Termination of Service. If the Service of a Participant is
terminated for any reason other than the retirement, disability (as hereinafter
defined), or death of the Participant before the expiration of the Restriction
Period, the Restricted Shares shall be forfeited immediately and all rights of
the Participant to such shares shall terminate immediately without further
obligation on the part of the Company or any Subsidiary. If the Participant's
Service is terminated by reason of the retirement, disability or death of the
Participant before the expiration of the Restriction Period, the number of
Restricted Shares held by the Company for the Participant's account shall be
reduced by the proportion of the Restriction Period remaining after the
Participant's termination of Service, the restrictions on the balance of such
Restricted Shares shall lapse on the date the Participant's Service is
terminated; and the certificate or certificates representing the shares of
Common Stock upon which the restrictions have lapsed shall be delivered to the
Participant (or, in the event of the Participant's death, to the person or
persons who shall have acquired the Restricted Shares by bequest or
inheritance).

                  (e) Waiver of Restrictions. The Administrator, in its sole
discretion, may waive any or all restrictions with respect to Restricted Shares.

                  (f) Agreement. The award of Restricted Shares shall be
evidenced by an agreement containing such terms and provisions as are approved
by the Administrator, but not inconsistent with the Plan. The Company shall
execute Restricted Share agreements upon instructions from the Administrator.

                  (g) Withholding. The Administrator may establish rules and
procedures it considers desirable in order to satisfy any obligation of the
Company to withhold federal income taxes or other employment taxes with respect
to any Restricted Shares awarded under the Plan.

                  (h) Section 83(b) Election. Within thirty days of the date of
the transfer of the Restricted Shares to the Participant, the Participant may
elect to file a Section 83(b) election with the Internal Revenue Service with
respect to all or a portion of the Restricted Shares. The Section 83(b)
election, if any, shall be filed in compliance with the Treasury regulations
promulgated pursuant to Section 83(b) of the Code.

         5.9 Performance Share Units.

         The Administrator, in its sole discretion, may from time to time
authorize the grant of Performance Share Units to Employees, Directors and
Consultants. For purposes of this Section 5.9, "PERFORMANCE SHARE UNITS" means
the units that are awarded to an Employee pursuant to this Section which may
entitle the Participant to a cash payment if certain performance targets
applicable to the Company are achieved over a specified period, as provided in
this Section 5.9. Performance Share Units awarded to a Participant may be
settled entirely or in part by the payment of Performance Shares based on the
Fair Market Value of the Common Stock on the settlement date. Performance Share
Units shall entitle the Participant to Performance Shares (or cash in lieu
thereof) upon the achievement of such performance goals as may be established by



                                       10
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the Administrator at the time of grant. At such time as it is certified by the
Administrator that the performance goals established by the Administrator have
been attained or otherwise satisfied, the Administrator shall authorize the
payment of cash in lieu of Performance Shares or the issuance of Performance
Shares registered in the name of the Participant.

         If the Participant's Service with the Company or a Subsidiary is
terminated before the end of a Performance Cycle for any reason other than
retirement, disability or death, the Participant shall forfeit all rights with
respect to any Performance Share Units that were being earned during the
Performance Cycle. The Administrator, in its sole discretion, may establish
guidelines providing that if a Participant's Service is terminated before the
end of a Performance Cycle by reason of retirement, the Participant's rights
with respect to any Performance Share Units being earned during the Performance
Cycle shall, subject to the other provisions of this Section 5.9, continue as if
the Participant's Service had continued through the end of the Performance
Cycle.

         5.10 Phantom Stock.

                  (a) General. The Administrator, in its sole discretion, may
from time to time authorize the grant of Phantom Stock units to Employees,
Directors and Consultants. For purposes of this Section 5.10, "PHANTOM STOCK"
means the aggregate number of units granted to a Participant pursuant to this
Section which as of the date of grant shall be assigned a base unit value on a
per unit basis equal to the Fair Market Value of a share of Common Stock as of
the date of grant. The Participant shall be entitled to surrender all or a
portion of the Phantom Stock units on and after the date or dates provided in
the Phantom Stock agreement in exchange for a payment by the Company equal to
the number of such units surrendered multiplied by the amount by which the Fair
Market Value of the Common Stock on the date of surrender exceeds the base unit
value of the units surrendered, which payment may be made, at the Company's
discretion, either in cash or in stock taken at its then Fair Market Value, or
any combination of such cash and stock; provided, however, no such Phantom Stock
units may be surrendered unless the Common Stock is then Publicly Traded.

                  (b) Agreement. The grant of Phantom Stock units shall be
evidenced by an agreement containing such terms and provisions as are approved
by the Administrator, but not inconsistent with the Plan. The Company shall
execute Phantom Stock agreements upon instructions from the Administrator.

                  (c) Nontransferability of Phantom Stock. Any Phantom Stock
units granted under the Plan shall not be transferable by the Participant other
than by will or the laws of distribution, and such Phantom Stock units may be
surrendered during the Participant's lifetime only by him or her. No transfer of
any Phantom Stock units by a Participant by will or by law of descent
distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and a copy of the will and/or
such other evidence as the Administrator may determine necessary to establish
the validity of the transfer.

                  (d) Withholding. The Administrator may establish such rules
and procedures as it considers desirable in order to satisfy any obligation of
the Company to withhold federal





                                       11
<PAGE>

income tax or other employment taxes with respect to any surrender of Phantom
Stock units granted under the Plan.

         5.11 Merger or Consolidation and Change of Control.

                  (a) In the event of any corporate separation or division,
including, but not limited to, a split-up, a split-off or a spin-off, or a sale
of substantially all of the assets of the Company; a merger or consolidation in
which the Company is not the surviving entity; or a reverse merger in which the
Company is the surviving entity, but the shares of Company Common Stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or otherwise
(collectively referred to as a "CORPORATE EVENT"), then, the Company, to the
extent permitted by applicable law, but otherwise in its sole discretion may
provide for: (i) the continuation of outstanding Options, Restricted Shares and
Performance Share Units (collectively referred to as "RIGHTS") by the Company
(if the Company is the surviving entity); (ii) the assumption of the Plan and
such outstanding Rights by the surviving entity or its parent; (iii) the
substitution by the surviving entity or its parent of Rights with substantially
the same terms for such outstanding Rights; or (iv) the cancellation of such
outstanding Rights without payment of any consideration; provided, however, that
if such Rights would be canceled without consideration in accordance with the
foregoing, the Participant shall have the right, exercisable during the later of
the 15-day period ending on the fifth day prior to such Corporate Event or ten
days after the Administrator provides the Rights holder a notice of
cancellation, to exercise such Rights in whole or in part without regard to the
periods and installments of exercisability made pursuant to Sections 5.6, 5.8
and 5.9, applicable if (and only if) such Rights have not at that time expired
or been terminated, failing which purchase, any unexercised portion shall be
deemed cancelled as of the date of the Corporate Event.

                  (b) Change of Control

                           (i) With respect to Rights granted prior to the
Amendment and Restatement Effective Date, upon any Change of Control, the
Participant shall have the right, exercisable during the later of the 15-day
period ending on the fifth day prior to such prior to such Change of Control or
ten days after the Administrator provides the Rights holder a notice of a Change
of Control, to exercise such Rights in whole or in part without regard to the
periods and installments of exercisability made pursuant to Sections 5.6, 5.8
and 5.9, if (and only if) such Rights have not at that time expired or been
terminated. In the event that the Rights holder does not exercise such Rights
during the foregoing 15-day or ten-day period, whichever is applicable, and the
Change of Control does not constitute a Corporate Event, the Rights will remain
fully vested and exercisable in accordance with the terms of this Plan. In the
event the Change of Control is a result of a Corporate Event, to the extent the
Rights holder does not exercise such Rights during the foregoing 15-day or
ten-day period, whichever is applicable, such Rights will remain fully vested
and exercisable and will be continued, assumed, substituted or cancelled in
accordance with Section 5.11(a).

                           (ii) With respect to Rights granted after the
Amendment and Restatement Effective Date, the Administrator may, in its sole and
absolute discretion, provide





                                       12
<PAGE>
Participants with benefits upon a Change of Control. Any such benefits shall be
set forth in writing by the Administrator.

                  (c) All adjustments under this Section shall be made by the
Administrator, whose determination as to what adjustments shall be made and the
extent thereof shall be final, binding and conclusive for all purposes of the
Plan and of each Option Agreement or other Award agreement.

         5.12 Dissolution or Liquidation of the Company. In the event of the
proposed dissolution or liquidation of the Company, outstanding Rights granted
hereunder shall terminate as of a date to be fixed by the Administrator,
provided that not less than 15 days' prior written notice of the date so fixed
shall be given to the Optionee or Participant, and the Optionee shall have the
right, during the 15-day period preceding such termination, to exercise his or
her Rights and purchase or receive the full number of shares not previously
exercised under such Rights without regard to the periods and installments of
exercisability made pursuant to Sections 5.6, 5.8 and 5.9, as applicable, if
(and only if) such Rights have not at the time expired or been terminated,
failing which purchase, any unexercised portion shall be deemed canceled as of
the effective date of such liquidation or dissolution.

                                   ARTICLE VI.
                             TERMINATION OF SERVICE

         6.1 Termination of Service for Cause. In the event that an Optionee's
Service by the Company or a Subsidiary shall terminate for Cause (as hereinafter
defined), the Options granted to the Optionee pursuant to this Plan shall
terminate immediately upon such termination of Service. For the sole purpose of
this Plan, the term "CAUSE" shall mean "Cause" as defined in any written Service
agreement in effect between the applicable Optionee and the Company or a
Subsidiary, or if such Optionee is not a party to a written Service agreement in
which Cause is defined, then Cause shall mean (i) the abuse of illegal drugs or
other controlled substances or the intoxication of such Optionee during working
hours, (ii) the arrest for, or conviction of, a felony, (iii) the unexcused
absence by such Optionee from the Optionee's regular job location for more than
five consecutive days or for more than the aggregate number of days permitted to
the Optionee under Company vacation and sick leave policies applicable to the
Optionee or (iv) any conduct or activity of such Optionee deemed injurious to
the Company in the reasonable discretion of the Director of Human Resources of
the Company or the Board of Directors.

         6.2 Death or Disability.

                  (a) In the event that an Optionee shall die while employed to
render Services to the Company or a Subsidiary, Optionee, his or her estate, or
beneficiary shall have the right to exercise for the number of shares as to
which the Option might have been exercised on the date of the Optionee's death,
and such right shall expire on the expiration date of the Option. In the event
that an Optionee's Service to the Company or a Subsidiary is terminated because
Optionee has become disabled, the Optionee shall have the right to exercise the
Option at any time within one year of termination of the Optionee's Service by
the Company or a Subsidiary due to disability, as the case may be, only to the
extent the Optionee was entitled to exercise his or her






                                       13
<PAGE>

Option immediately prior to such occurrence. To the extent that the Option is
not so exercised as specified above, it shall expire at the end of the
applicable period. For purposes of this Plan, an Optionee shall be considered
disabled if he or she is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be expected to last for a
continuous period of not less than 12 months.

                  (b) If an Optionee dies during the three-month period after
the termination of his or her Services to the Company or a Subsidiary and at the
time of his or her death the Optionee was entitled to exercise an Option
theretofore granted to him or her, the Option shall, unless the applicable
Option Agreement provides otherwise, expire three months (or with respect to
Options granted on or after the Amendment and Restatement Effective Date, one
year) after the date on which his or her position as an Employee, Director or
Consultant of the Company or a Subsidiary is terminated, but in no event later
than the date on which the Option would have expired if the Optionee had lived.
Until the expiration of such three-month or one-year period, whichever is
applicable, the Option may be exercised by the Optionee's executor or
administrator or by any person or persons who shall have acquired the Option
directly from the Optionee by bequest or inheritance, but only to the extent
that the Optionee was entitled to exercise the Option at the date of his or her
death and, to the extent the Option is not so exercised, it shall expire at the
end of such three-month or one-year period, whichever is applicable.

         6.3 Other Terminations. In the event that termination of Services to
the Company or a Subsidiary occurs other than for Cause or for death or
disability pursuant to Sections 6.1 or 6.2 above, the applicable Optionee shall
have the right to exercise his or her Option at any time within three months
after such termination to the extent he or she was entitled to exercise the same
immediately prior to such termination. To the extent that the Option is not so
exercised, it shall expire at the end of such three-month period.

         6.4 Subject to Repurchase. All shares of Common Stock purchased by an
Optionee or his or her estate or beneficiary shall be subject to repurchase by
the Company pursuant to Section 9.3 of this Plan.

         6.5 Alternative Provisions. The provisions of this Article VI shall
apply to all Options granted under the Plan except to the extent expressly
provided otherwise in any Option Agreement.

                                  ARTICLE VII.
                             ADMINISTRATION OF PLAN

         7.1 Administration. The Plan shall be administered by the Board of
Directors or a Committee of the Board of Directors in accordance with the terms
of this Article VII (the "ADMINISTRATOR"). If the Common Stock of the Company is
Publicly Traded, the committee shall consist of not less than two Directors who
shall each qualify as Non-Employee Directors (within the meaning of Item 404 of
Regulation S-K of the Securities Act of 1933, as amended) and "outside
directors" within the meaning of Treas. Reg. Section 1.162-27(e)(3) as may be
appointed by





                                       14
<PAGE>

the Board of the Company, all of whom are members of the Board. Any such
committee appointed by the Board, or the Board itself during such periods as no
such properly constituted and appointed committee exists, is herein referred to
as the "COMMITTEE." A majority of the Committee shall constitute a quorum
thereof and the actions of a majority of the Committee approved at a meeting at
which a quorum is present, or actions unanimously approved in writing by all
members of the Committee, shall be the actions of the Committee. Vacancies
occurring on the Committee shall be filled by the Board. The Administrator shall
have full and final authority (i) to interpret the Plan and each of the Option
Agreements and other Award agreements evidencing Phantom Stock, Restricted
Shares and Performance Share Units, (ii) to prescribe, amend and rescind rules
and regulations, if any, relating to the Plan, (iii) to make all determinations
necessary or advisable for the administration of the Plan and (iv) to correct
any defect, supply any omission and reconcile any inconsistency in the Plan and
any Option Agreement and other Award agreements evidencing Phantom Stock,
Restricted Shares and Performance Share Units. The determination by the
Administrator in all matters referred to herein shall be conclusive and binding
for all purposes and upon all persons, including, without limitation, the
Company, the stockholders of the Company, the Administrator, and each of the
members thereof, and the Optionees and the Participants and their respective
successors in interest.

         7.2 Liability. No member of the Board or any Committee shall be liable
for anything done or omitted to be done by him or her or by any other member of
the Board or any Committee in connection with the Plan, except for his or her
own willful misconduct or gross negligence (unless the Company's Articles of
Incorporation or Bylaws, or any indemnification agreement between the Company
and such person, in each case in accordance with applicable law, provides
otherwise). The Board and any Committee shall have power to engage outside
consultants, auditors or other professional help to assist in the fulfillment of
the duties or the Board or any Committee under the Plan at the Company's
expense.

         7.3 Determinations. In making its determinations concerning the
Optionees who shall receive Options and awards of Phantom Stock, Restricted
Shares and Performance Share Units and the Participants who shall receive awards
of Phantom Stock, Restricted Shares and Performance Share Units as well as the
number of shares to be covered thereby and the time or times at which they shall
be granted, the Administrator shall take into account the nature of the services
rendered by the respective Optionees and Participants, their past, present and
potential contribution to the Company's success and such other factors as the
Administrator may deem relevant. The Administrator shall determine the form of
Option Agreements and other Award agreements evidencing Phantom Stock,
Restricted Shares and Performance Share Units under the Plan and the terms and
conditions to be included therein, provided such terms and conditions are not
inconsistent with the terms of the Plan, the Company's Articles of Incorporation
or Bylaws. The Administrator may waive any provisions of any Option Agreement or
Award agreement, provided such waiver is not inconsistent with the terms of the
Plan, the Company's Articles of Incorporation or Bylaws. The determinations of
the Administrator under the Plan need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Options,
Phantom Stock, Restricted Shares or Performance Share Units under the Plan,
whether or not such persons are similarly situated.





                                       15
<PAGE>

         7.4 Financial Assistance. The Company is vested with authority under
this Plan to assist any Participant to whom an Option is granted hereunder in
the payment of the purchase price payable on exercise of that Option by lending
the amount of such purchase price to such Participant pursuant to a full
recourse promissory note on such terms and at such rates of interest and upon
such security (or unsecured) as shall have been authorized by or under authority
of the Administrator. Notwithstanding the foregoing, in the event there is a
stated par value of the Common Stock and applicable law requires, the par value
of the Common Stock, if newly issued, shall be paid in cash or cash equivalents.
The interest rate payable under the terms of the promissory note shall not be
less than the minimum rate (if any) required to avoid the imputation of
additional interest under the Code. Unless the Board determines otherwise,
shares of Common Stock having a Fair Market Value at least equal to the
principal amount of the loan shall be pledged by the holder to the Company as
security for payment of the unpaid balance of the loan and such pledge shall be
evidenced by a pledge agreement, the terms of which shall be determined by the
Board, in its discretion; provided, however, that each loan shall comply with
all applicable laws, regulations and rules of the Board of Governors of the
Federal Reserve System and any other governmental agency having jurisdiction.

                                  ARTICLE VIII.
                        AMENDMENT AND TERMINATION OF PLAN

         8.1 Amendment of Plan. The Plan may be amended at any time and from
time to time by the Board, but no amendment which (i) increases the aggregate
number of shares of Common Stock which may be issued pursuant to Awards granted
under the Plan or (ii) changes the class of individuals eligible to be granted
Awards, shall be effective unless and until the same is approved by the
affirmative vote of the holders of a majority of the shares of the capital stock
of the Company entitled to vote thereon, or the written consent of such holders,
in accordance with the applicable provisions of the Certificate of Incorporation
and Bylaws of the Company and applicable state law. Notwithstanding the
foregoing, no amendment to the Plan that has a material, adverse affect on a
Participant shall be effective, without the consent of such Participant.

         8.2 Other Award Provisions. Options, Restricted Share awards or
Performance Share Units granted under this Plan shall contain such other terms
and provisions which are not inconsistent with this Plan as the Board or
Committee may authorize, including but not limited to (a) vesting schedules
governing the exercisability of such Options, (b) provisions for acceleration of
such vesting schedules in certain events, (c) arrangements whereby the Company
may fulfill any tax withholding obligations it may have in connection with the
exercise of such Options, (d) provisions imposing restrictions upon the
transferability of stock acquired on exercise of such Option, whether required
by this Plan or applicable securities laws or imposed for other reasons, and (e)
provisions regarding the termination or survival of any such Option upon the
Optionee's death, retirement or other terminations of Service and the extent, if
any, to which any such Option may be exercised after such event. Incentive
Options shall contain the terms and provisions required of them under the Code.

         8.3 Termination. The Board may, at any time, terminate the Plan as of
any date specified in a resolution adopted by the Board. If not earlier
terminated, the Plan shall terminate






                                       16
<PAGE>

on April 30, 2012. No Options, Phantom Stock, Restricted Shares or Performance
Share Units may be granted or awarded after the Plan has terminated but the
Administrator shall continue to supervise the administration of Options, Phantom
Stock, Restricted Shares or Performance Share Units previously granted or
awarded.

         8.4 Tax Status of Options. To the extent applicable, the Plan is
intended to permit the issuance of Incentive Options to Employees in accordance
with the provisions of Section 422 of the Code. Subject to the provision of
Section 8.1 of the Plan, the Plan and Option Agreements may be modified or
amended at any time, both prospectively and retroactively, and in a manner that
may affect Options previously granted, if such amendment or modification is
necessary for the Plan and Options granted hereunder to qualify under said
provision of the Code. The Option Agreement shall specify whether the Option is
an Incentive Option or Nonqualified Option. To the extent that any portion of
the Options granted under the Plan do not meet the requirements of Section 422
of the Code or the Option is not specified as an Incentive Option in the Option
Agreement, such Options shall be deemed to be Nonqualified Options. Nothing in
the Plan shall be deemed to prohibit the issuance of Nonqualified Options to
Employees, Directors and Consultants under the Plan.

                                   ARTICLE IX.
                            MISCELLANEOUS PROVISIONS

         9.1 Restrictions Upon Grant of Awards. If the listing upon any stock
exchange or the registration or qualification under any federal or state law of
any shares of Common Stock to be issued pursuant to an Award granted under the
Plan (whether to permit the grant of Awards, the issuance of shares of Common
Stock to any Permitted Transferee or the resale or other disposition of any such
shares of Common Stock by or on behalf of the Participants receiving such
shares) should be or become necessary or desirable, the Board in its sole
discretion may determine that delivery of the certificates for such shares of
Common Stock shall not be made until such listing, registration or qualification
shall have been completed. The Company agrees that it will use its reasonable
best efforts to effect any such listing, registration or qualification;
provided, however, that the Company shall not be required to use its reasonable
best efforts to effect such registration under the Securities Act of 1933 other
than on Form S-8 or such other forms as may be in effect from time to time
calling for information comparable to that presently required to be furnished
under Form S-8. The previous sentence does not grant a Participant registration
rights with respect to Common Stock. In no event shall the Company be required
to register shares of Common Stock for issuance to a Permitted Transferee and
any requested exercise of Options by a Permitted Transferee shall be subject to
any applicable prior registration of the shares of Common Stock issuable upon
such exercise.

         9.2 Restrictions Upon Resale of Unregistered Stock. Each Participant
shall, if the Company deems it advisable, represent and agree in writing (i)
that any shares of Common Stock acquired by such Participant pursuant to this
Plan will not be sold except pursuant to an effective registration statement
under the Securities Act of 1933 or pursuant to an exemption from registration
under said Act, (ii) that such Participant is acquiring such shares of Common
Stock for his or her own account and not with a view to the distribution thereof
and (iii) to such other customary matters as the Company may request. In such
case, no shares of Common Stock shall





                                       17
<PAGE>

be issued to such Participant unless such Participant provides such
representations and agreements and the Company is reasonably satisfied that such
representations and agreements are correct.

         9.3 Repurchase by the Company.

                  (a) The Company shall have the right, exercisable within 60
days after the later of (i) the date of Participant's termination of Service to
the Company or a Subsidiary or (ii) in the case of an Option, the date of the
exercise by any Optionee of the Option pursuant to any provision of this Plan,
to purchase any shares of Common Stock that were acquired pursuant to the
exercise of an Option under this Plan ("OPTION SHARES") or Restricted Shares (or
securities into which any Common Stock has been converted). To the extent that
an Optionee holds exercisable Options at the time of termination of Service, the
Company may elect to purchase such exercisable Options in the same manner as the
Option Shares at a price equal to the Repurchase Price (as hereinafter defined)
less the exercise price of such exercisable Options. Notwithstanding the
foregoing, the Company's right to purchase shares of Common Stock under this
Section 9 that are not Restricted Shares shall lapse in the event the Company's
Common Stock becomes Publicly Traded.

                  (b) The Repurchase Price for the purchase of the Option Shares
shall be the Fair Market Value of the Common Stock. The Repurchase Price for the
purchase of the Restricted Shares shall be the lesser of (i) the Fair Market
Value of the Common Stock underlying the Restricted Shares or (ii) the amount
the Participant paid, if any, for the Restricted Shares.

                  (c) To the extent that the Company has the right to purchase
Option Shares or Restricted Shares the Company may exercise such right by
delivery (upon or within sixty days after the later of Participant's termination
of Service to the Company or a Subsidiary or exercise by an Optionee of the
Option) of written notice to the Participant (or such other person exercising
such Option) stating the full number of Option Shares that the Company has
elected to purchase, the purchase price per Option Share or Restricted Share,
and the time of purchase (which time shall not be earlier than 5 days from the
date of notice). At the time of purchase, the Participant shall deliver the
certificate or certificates representing his Option Shares or Restricted Shares
to the Company at its offices and shall execute any stock powers or other
instruments as may be necessary to transfer full ownership of the Option Shares
or Restricted Shares to the Company. At the time of purchase, the Company shall
issue its own check within 60 days to the Participant in an amount equal to the
aggregate purchase price for the Option Shares or Restricted Shares for which
the Company has exercised its right to purchase, less any amounts required to be
withheld under applicable laws. In the event of Participant's death or
disability, the Company's right to purchase and the manner of purchase shall
apply with regard to the Participant's estate, beneficiary, administrator or
personal representative.

         9.4 Adjustments. The number of shares of Common Stock of the Company
authorized for issuance under the Plan, as well as the price to be paid and the
number of shares issued upon exercise of outstanding Options, shall be adjusted
by the Company to reflect any stock split, reverse stock split, stock dividend,
recapitalization, combination, reclassification, dissolution or liquidation of
the Company, any corporate separation or division (including, but





                                       18
<PAGE>

not limited to, a split-up, a split-off or a spin-off), a merger or
consolidation; a reverse merger or similar transaction.

         9.5 Use of Proceeds. The proceeds from the sale of Common Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company and may be used for such corporate purposes as the Company may
determine.

         9.6 Substitution of Options.

                  (a) The Administrator may, with the consent of the holder of
any Option granted under the Plan, cancel such Option and grant a new Option in
substitution therefor, provided that the new Option as so substituted shall
satisfy all of the requirements of the Plan as of the date such new Option is
granted.

                  (b) Options may be granted under the Plan in substitution for
options held by individuals who are employees, directors or consultants of
another corporation and who become Employees, Directors or Consultants of the
Company or any Subsidiary of the Company eligible to receive Options pursuant to
the Plan as a result of a merger, consolidation, reorganization or similar
event. The terms and conditions of any Options so granted may vary from those
set forth in the Plan to the extent deemed appropriate by the Administrator in
order to conform the provisions of Options granted pursuant to the Plan to the
provisions of the options in substitution for which they are granted.

         9.7 Restrictive Legends.

                  (a) Certificates representing shares of Common Stock delivered
pursuant to the exercise of Options shall bear an appropriate legend referring
to the terms, conditions and restrictions described in this Plan. Any attempt to
dispose of any such shares of Common Stock in contravention of the terms,
conditions and restrictions described in the Plan shall be ineffective, null and
void, and the Company shall not effect any such transfer on its books.

                  (b) Any shares of Common Stock of the Company received by an
Optionee (or his or her heirs, legatees, distributees or legal representative)
as a stock dividend on, or as a result of a stock split, combination, exchange
of shares, reorganization, merger, consolidation or otherwise with respect to,
shares of Common Stock received pursuant to the exercise of Options, shall be
subject to the terms and conditions of the Plan and bear the same legend as the
shares received pursuant to the exercise of Options.

         9.8 Market Stand-Off. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933, as amended,
including the Company's initial public, the Participant shall agree not to sell,
make any short sale of, loan, hypothecate, pledge, grant any option for the
repurchase of, transfer the economic consequences of ownership or otherwise
dispose or transfer for value or otherwise agree to engage in any of the
foregoing transactions with respect to any Common Stock acquired pursuant to
this Plan without the prior written consent of the Company or its underwriters,
for such period of time from and after the effective date of such registration
statement as may be requested by the Company or such underwriters (the "MARKET
STAND-OFF"). In order to enforce the Market Stand-Off, the Company may impose
stop-transfer instructions





                                       19
<PAGE>

with respect to the Common Stock acquired under this Plan until the end of the
applicable stand-off period. If there is any change in the number of outstanding
shares of Common Stock by reason of a stock split, reverse stock split, stock
dividend, recapitalization, combination, reclassification, dissolution or
liquidation of the Company, any corporate separation or division (including, but
not limited to, a split-up, a split-off or a spin-off), a merger or
consolidation; a reverse merger or similar transaction, then any new,
substituted or additional securities which are by reason of such transaction
distributed with respect to any Common Stock subject to the Market Stand-Off, or
into which such Common Stock thereby become convertible, shall immediately be
subject to the Market Stand-Off.

         9.9 Notices. Any notice required or permitted hereunder shall be
sufficiently given only if delivered personally, sent by registered or certified
mail, return receipt requested, postage prepaid, addressed to the Company at its
principal place of business or sent by a nationally recognized overnight
delivery service, and to the Participant at the address on file with the Company
at the time of grant hereunder, or to such other address as either party may
hereafter designate in writing by notice similarly given by one party to the
other.

         9.10 Prior Option Agreements. Each Option Agreement entered into prior
to the effective date of this Plan is hereby amended to conform to the
provisions of the Plan.

         9.11 Effective Dates and Plan History. In connection with the Share
Exchange Agreement entered into by and among the Company, Cinemark USA, Inc.
("CINEMARK USA") and each of the shareholders of Cinemark USA, the Company
assumed Cinemark USA's outstanding obligations under the Cinemark USA, Inc. Long
Term Incentive Plan (the "CINEMARK USA PLAN"). The Company wished to continue to
maintain the Cinemark USA Plan and utilize it to provide future incentives to
selected Employees, Directors and Consultants of the Company and Subsidiary. The
Board determined that it is in the best interest of the Company and its
stockholders to amend and restate the Cinemark USA Plan as provided herein. The
Cinemark USA Plan was originally effective December 1, 1998, subject to any
required stockholder approval (the "ORIGINAL EFFECTIVE DATE"). This amendment
and restatement of the Cinemark USA Plan is effective as of May 17, 2002 (the
"AMENDMENT AND RESTATEMENT EFFECTIVE DATE") and applies to all outstanding
Awards heretofore granted under the Cinemark USA Plan and all Awards that may be
hereafter under the Plan.

         IN WITNESS WHEREOF, upon authorization of the Board of Directors and
the Stockholders of the Company entitled to vote, the undersigned has caused the
Cinemark, Inc. Long Term Incentive Plan to be executed, as an amendment and
restatement of the Cinemark USA, Inc. Long Term Incentive Plan, effective of the
17th day of May, 2002.

                                   CINEMARK, INC.



                                   By:    /s/ LEE ROY MITCHELL
                                          --------------------------------------
                                   Name:  Lee Roy Mitchell
                                   Title: Chairman and Chief Executive Officer



                                       20