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                                                                  EXHIBIT 10.1

                            ROCK OF AGES CORPORATION

                      AMENDED AND RESTATED 1994 STOCK PLAN
                      As Approved by the Board of Directors
                   and Shareholders on August 18, 1997 and as
              Amended by the Board of Directors on October 26, 1998

     1. PURPOSE. This Amended and Restated 1994 Stock Plan (the "Plan") is
intended to benefit and provide incentives:

            (a) to the employees of Rock of Ages Corporation, a Delaware
      corporation (the "Company"), its parent (if any) and any present or future
      subsidiaries of the Company (collectively, "Related Corporations"), by
      providing them with opportunities to purchase stock in the Company
      pursuant to options granted hereunder which qualify as "incentive stock
      options" ("ISO" or "ISOs") under Section 422(b) of the Internal Revenue
      Code of 1986, as amended (the "Code");

            (b) to employees, directors and consultants of the Company and
      Related Corporations by providing them with opportunities to purchase
      stock in the Company pursuant to options granted hereunder which do not
      qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options"); and

            (c) to employees, directors and consultants of the Company and
      Related Corporations by providing them with awards or opportunities to
      make direct purchases of stock in the Company ("Awards").

            Both ISOs and Non-Qualified Options are referred to hereinafter
      individually as an "Option" and collectively as "Options." Options and
      Awards are referred to hereinafter collectively as "Stock Rights." As used
      herein, the terms "parent" and "subsidiary" mean "parent corporation" and
      "subsidiary corporation," respectively, as those terms are defined in
      Section 424 of the Code.

     2. ADMINISTRATION OF THE PLAN.

            (a) BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be
      administered by a Committee of not less than two (2) persons, each of whom
      shall be a "Non-


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      Employee Director" within the meaning of Rule 16b-3(b)(3)(i) promulgated
      under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
      and an "outside director" within the meaning of Section 162(m) of the
      Code. The members of the Committee shall be appointed by the Company's
      Board of Directors (the "Board") and shall serve at the pleasure of the
      Board. If no Committee has been appointed to administer the Plan, the
      functions of the Committee specified in the Plan shall be carried out by
      the Board, except that at any time after a registration of any of the
      Company's stock under the Exchange Act or the Company otherwise becomes
      subject to the reporting requirements of the Exchange Act, administration
      by a Committee is required. Subject to the terms of the Plan, the
      Committee shall have the authority to:

                  (i) determine the employees of the Company and Related
            Corporations (from among the class of employees eligible under
            paragraph 3 to receive ISOs) to whom ISOs may be granted, and to
            determine (from among the class of individuals and entities eligible
            under paragraph 3 to receive Non-Qualified Options and Awards) to
            whom Non-Qualified Options and Awards may be granted;

                  (ii) determine the time or times at which Options or Awards
            may be granted;

                  (iii) determine the option price of shares subject to each
            Option, which price shall not be less than the minimum price
            specified in paragraph 6, and the purchase price (if any) of shares
            subject to each Award;

                  (iv) determine whether each Option granted shall be an ISO or
            a Non-Qualified Option;

                  (v) determine (subject to paragraph 7) the time or times when
            each Option shall become exercisable and the duration of the
            exercise period;

                  (vi) determine whether restrictions such as repurchase rights
            and other vesting restrictions are to be imposed on shares subject
            to Options and Awards and the nature of such restrictions, if any;
            and

                  (vii) interpret the Plan and prescribe and rescind rules and
            regulations relating to it.


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            If the Committee determines to issue a Non-Qualified Option, it
      shall designate the Non-Qualified Option as such upon grant and in the
      agreement governing such Non-Qualified Option. The interpretation and
      construction by the Committee of any provisions of the Plan or of any
      Stock Right granted under it shall be final unless otherwise determined by
      regulations for carrying out the Plan as it may deem best. No member of
      the Board or the Committee shall be liable for any action or determination
      made in good faith with respect to the Plan or any Stock Right granted
      under the Plan.

            (b) COMMITTEE ACTIONS. The Committee may select one of its members
      as its chairman, and shall hold meetings at such time and place as it may
      determine. Acts by a majority of the Committee, or acts reduced to or
      approved in writing by a majority of the members of the Committee, shall
      be the valid acts of the Committee. All references in this Plan to the
      Committee shall mean the Board if no Committee has been appointed.

     3. ELIGIBLE EMPLOYEES AND OTHERS. ISOs may be granted to any employee
(including employees who serve as officers or directors) of the Company or any
Related Corporation. Non-Qualified Options and Awards may be granted to any
employee (including an employee who serves as an officer or director), director
or consultant (including a consultant who also serves as a director) of the
Company or any Related Corporation. The Committee may take into consideration a
recipient's individual circumstances in determining whether to grant a Stock
Right. No participant in the Plan shall be granted Stock Rights which in the
aggregate exceed fifty percent (50%) of the total number of shares of Class A
Common Stock, par value one cent ($.01) per share ("Class A Common Stock"), and
Class B Common Stock, par value one cent ($.01) per share, of the Company
(collectively, the "Common Stock"), authorized to be issued with respect to such
Stock Rights pursuant to the Plan. The granting of any Stock Right to any
individual or entity shall neither entitle that individual or entity to, nor
disqualify him from, participation in any other grant of Stock Rights.

     4. STOCK. The stock subject to Options and Awards shall be authorized but
unissued shares of Common Stock or shares of Common Stock reacquired by the
Company in any manner; provided that the stock subject to Options granted on or
after the date of consummation of the Company's initial public offering shall be
Class A Common Stock only. The aggregate number of shares which may be issued
pursuant to the Plan is one million five hundred thousand (1,500,000), which
aggregate number of shares reflects (i) the adjustment, pursuant to paragraph 13
of the Plan as in effect at the time, and as a result, of the reincorporation
merger of Rock of Ages Corporation, a


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Vermont corporation and the predecessor to the Company, with and into the
Company on August 12, 1997 (the "Reincorporation Merger"), including the
one-for-two reverse stock split effected pursuant to the Reincorporation Merger,
and (ii) a five hundred thousand (500,000) share increase in such aggregate
number of shares approved by the Board as of August 18, 1997, in connection with
the approval and adoption by the Board of the Plan as set forth in paragraph 15
hereof, subject to adjustment as provided in paragraph 13. Any such shares may
be issued pursuant to ISOs, Non-Qualified Options or Awards, so long as the
number of shares so issued does not exceed such number, as adjusted. If any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable in
whole or in part, or if the Company shall reacquire any unvested shares issued
pursuant to Awards, the unpurchased shares subject to such Options and any
unvested shares so reacquired by the Company shall again be available for grants
of Stock Rights under the Plan.

     5. GRANTING OF STOCK RIGHTS. Stock Rights may be granted under the Plan at
any time on or after November 21, 1994, and prior to November 21, 2004. The date
of grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant. The Committee shall have the right, with the consent of the optionee, to
convert an ISO granted under the Plan to a NonQualified Option pursuant to
paragraph 16.

     6. MINIMUM OPTION PRICE; ISO LIMITATIONS.

            (a) PRICE FOR NON-QUALIFIED OPTIONS. The exercise price per share
      specified in the agreement relating to each Non-Qualified Option granted
      under the Plan shall in no event be less than the par value per share of
      Common Stock as of the date of grant.

            (b) EXERCISE PRICE FOR ISOS. The exercise price per share of Common
      Stock specified in the agreement relating to each ISO granted under the
      Plan shall not be less than the fair market value per share of Common
      Stock on the date of such grant. In the case of an ISO to be granted to an
      employee owning stock possessing more than ten percent (10%) of the total
      combined voting power of all classes of stock of the Company or any
      Related Corporation, the price per share specified in the agreement
      relating to such ISO shall not be less than one hundred ten percent (110%)
      of the fair market value per share of Common Stock on the date of such
      grant.


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            (c) $100,000 ANNUAL LIMITATION ON ISOS. Each eligible employee may
      be granted ISOs only to the extent that, in the aggregate under this Plan
      and all incentive stock option plans of the Company and any Related
      Corporation, such ISOs do not become exercisable for the first time by
      such employee during any calendar year in a manner which would entitle the
      employee to purchase more than One Hundred Thousand Dollars ($100,000) in
      fair market value (determined at the time the ISOs were granted) of Common
      Stock in that year. Any options granted to an employee in excess of such
      amount will be granted as Non-Qualified Options.

            (d) DETERMINATION OF FAIR MARKET VALUE. If, at the time an Option is
      granted under the Plan, the Company's Common Stock is publicly traded,
      "fair market value" shall be determined as of the last business day for
      which the prices or quotes referred to in this sentence are available
      prior to the date such Option is granted and shall mean (i) the average
      (on that date) of the high and low prices of the Common Stock on the
      principal national securities exchange on which the Common Stock is
      traded, if the Common Stock is then traded on a national securities
      exchange; or (ii) the last reported sale price (on that date) of the
      Common Stock on the NASDAQ National Market, if the Common Stock is not
      then traded on a national securities exchange; or (iii) the closing bid
      price (or average bid prices) last quoted (on that date) by an established
      quotation service for over-the-counter securities, if the Common Stock is
      not then listed on the NASDAQ National Market. However, if the Common
      Stock is not publicly traded at the time an Option is granted under the
      Plan, "fair market value" shall be deemed to be the fair market value of
      the Common Stock as determined by the Committee after taking into
      consideration all factors which it deems appropriate, including, without
      limitation, recent sale and offer prices of the Common Stock in private
      transactions negotiated at arm's length.

     7. OPTION DURATION. Subject to earlier termination as provided in
paragraphs 9 and 10, each Option shall expire on the date specified by the
Committee, but not more than (i) ten (10) years from the date of grant in the
case of Non-Qualified Options and in the case of ISOs generally, and (ii) five
(5) years from the date of grant in the case of ISOs granted to an employee
owning stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Related Corporation. Subject
to earlier termination as provided in paragraphs 9 and 10, the term of each ISO
shall be the term set forth in the original instrument granting such ISO, except
with respect to any part of such ISO that is converted into a Non-Qualified
Option pursuant to paragraph 16.


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     8. EXERCISE OF OPTION. Subject to the provisions of paragraphs 9 through
12, each Option granted under the Plan shall be exercisable as follows:

            (a) VESTING. The Option (or any portion thereof) shall either be
      fully exercisable on the date of grant or shall become exercisable
      thereafter in such installments as the Committee may specify.

            (b) FULL VESTING OF INSTALLMENTS. Once an installment becomes
      exercisable, it shall remain exercisable until expiration or termination
      of the Option, unless otherwise specified by the Committee.

            (c) PARTIAL EXERCISE. Each Option or installment may be exercised at
      any time or from time to time, in whole or in part, for up to the total
      number of shares with respect to which it is then exercisable.

            (d) ACCELERATION OF VESTING. The Committee shall have the right to
      accelerate the date of exercise of any installment of any Option;
      provided, that the Committee shall not, without the consent of an
      optionee, accelerate the exercise date of any installment of any Option
      granted to any employee as an ISO (and not previously converted into a
      Non-Qualified Option pursuant to paragraph 16) if such acceleration would
      violate the annual vesting limitation contained in Section 422(d) of the
      Code, as described in paragraph 6(c).

     9. TERMINATION OF EMPLOYMENT. If an ISO optionee ceases to be employed by
the Company and all Related Corporations other than by reason of death or
disability as defined in paragraph 10, no further installments of his ISOs shall
become exercisable (unless otherwise approved by the Committee), and his ISOs
which are exercisable on the date of termination of his employment shall
terminate after the passage of three (3) months from the date of termination of
his employment, but in no event later than on their specified expiration dates,
except (i) in the case of termination for "Misconduct," as defined in the
instrument granting such ISOs, in which case such ISOs shall terminate
automatically on the date of such termination, and (ii) to the extent that such
ISOs (or unexercised installments thereof) have been converted into
Non-Qualified Options pursuant to paragraph 16. Employment shall be considered
as continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service);
provided, that the period of such leave does not exceed three (3) months or, if
longer, any period during which such optionee's right to reemployment is
guaranteed by statute. A bona fide leave of absence with the written approval of
the Committee shall not be considered an interruption of employment under


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the Plan, provided, that such written approval contractually obligates the
Company or any Related Corporation to continue the employment of the optionee
after the approved period of absence. ISOs granted under the Plan shall not be
affected by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company
or any Related Corporation. Nothing in the Plan shall be deemed to give any
grantee of any Stock Right the right to be retained in employment or other
service by the Company or any Related Corporation for any period of time.

     10. DEATH; DISABILITY.

            (a) DEATH. If an ISO optionee ceases to be employed by the Company
      and all Related Corporations by reason of his death, any ISO of his may be
      exercised, to the extent of the number of shares with respect to which he
      could have exercised it on the date of his death, by his estate, personal
      representative or beneficiary who has acquired the ISO by will or by the
      laws of descent and distribution, at any time prior to the earlier of the
      specified expiration date of the ISO or one hundred eighty (180) days from
      the date of the optionee's death or such longer period not in excess of
      one (1) year as the Committee shall determine.

            (b) DISABILITY. If an ISO optionee ceases to be employed by the
      Company and all Related Corporations by reason of his disability, he shall
      have the right to exercise any ISO held by him on the date of termination
      of employment, to the extent of the number of shares with respect to which
      he could have exercised it on that date, at any time prior to the earlier
      of the specified expiration date of the ISO or one hundred eighty (180)
      days from the date of the termination of the optionee's employment or such
      longer period not in excess of one (1) year as the Committee shall
      determine. For the purposes of the Plan, the term "disability" shall mean
      "permanent and total disability" as defined in Section 22(e)(3) of the
      Code or successor statute.

     11. ASSIGNABILITY. No Option shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution or, in the
sole discretion of the Committee at the time of the proposed assignment or
transfer, pursuant to a qualified domestic relations order as defined under the
Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, (or the rules thereunder), or as the Committee, in its sole discretion,
shall otherwise permit. The Option shall be exercisable during the lifetime of
the optionee only by such optionee or his guardian or legal representative, or
by an assignee or transferee if the Option has been assigned or transferred in
compliance


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with the immediately preceding sentence.. Notwithstanding the foregoing, to the
extent the instrument evidencing any Non-Qualified Option so provides, and
subject to the conditions that the Committee may prescribe, an optionee may,
upon providing written notice to the President of the Company, elect to transfer
the Options granted to such optionee pursuant to such instrument, without
consideration therefor. The terms of such Option shall be binding upon any
recipient of such Option.

     12. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options (including, without limitation, rights of
repurchase by the Company and, in the event of an underwritten public offering
of the Company's securities, restrictions on any sale or distribution by the
optionee of any of the Company's common equity for a period of time as the
underwriters in such public offering shall determine). In granting any
Non-Qualified Option, the Committee may specify that such Non-Qualified Option
shall be subject to the restrictions set forth herein with respect to ISOs, or
to such other termination, cancellation and other provisions not inconsistent
with the Plan as the Committee may determine. The Committee may from time to
time confer authority and responsibility on one or more of its own members or
one or more officers of the Company to execute and deliver such instruments. The
proper officers of the Company are authorized and directed to take any and all
action necessary or advisable from time to time to carry out the terms of such
instruments.

     13. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to him hereunder shall be
adjusted as and to the extent hereinafter required, unless otherwise
specifically provided in the written agreement between the optionee and the
Company relating to such Option:

            (a) STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock
      shall be subdivided or combined into a greater or smaller number of shares
      or if the Company shall issue any shares of Common Stock as a stock
      dividend on its outstanding Common Stock, the number of shares of Common
      Stock deliverable upon the exercise of Options shall be appropriately
      increased or decreased proportionately and appropriate adjustments shall
      be made in the purchase price per share to reflect such subdivision,
      combination or stock dividend.


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            (b) CONSOLIDATIONS OR MERGERS. If the Company is to be consolidated
      with or acquired by another entity in a merger, sale of all or
      substantially all of the Company's assets or otherwise (an "Acquisition"),
      the Committee or the Board of Directors of any entity assuming the
      obligations of the Company hereunder (the "Successor Board"), shall, as to
      the outstanding Options, either (i) make appropriate provision for the
      continuation of such Options by (A) substituting on an equitable basis for
      the shares then subject to such Options the consideration payable with
      respect to the outstanding shares of Common Stock in connection with the
      Acquisition, or (B) making such other equitable changes or adjustments in
      the terms of such Options (including, without limitation, the type or
      number of shares of capital stock subject to such Options and the
      respective exercise prices thereof) as the Successor Board shall deem
      necessary or appropriate; (ii) upon written notice to the optionees,
      provide that all Options must be exercised, to the extent then exercisable
      (or in the discretion of the Committee or the Successor Board, also
      provide that all unvested Options shall be, or become at the time which
      the Committee shall determine, immediately exercisable), within a
      specified number of days of the date of such notice, at the end of which
      period the Options shall terminate; or (iii) terminate all Options in
      exchange for a cash payment or other consideration equal to the excess of
      the fair market value of the shares subject to such Options (to the extent
      then exercisable, or in the discretion of the Committee or the Successor
      Board, whether or not then exercisable) over the exercise price thereof.

            (c) RECAPITALIZATION OR REORGANIZATION. In the event of a
      recapitalization or reorganization of the Company (other than a
      transaction described in subparagraph (b) above) pursuant to which
      securities of the Company or of another corporation are issued with
      respect to the outstanding shares of Common Stock, an optionee upon
      exercising an Option shall be entitled to receive for the purchase price
      paid upon such exercise, the securities he would have received if he had
      exercised his Option immediately prior to such recapitalization or
      reorganization.

            (d) MODIFICATION OF ISOS. Notwithstanding the foregoing, any
      adjustments made pursuant to subparagraphs (a), (b), or (c) with respect
      to ISOs shall be made only after the Committee, after consulting with
      counsel for the Company, determines whether such adjustments would
      constitute a "modification" of such ISOs (as that term is defined in
      Section 424 of the Code) or would cause any adverse tax consequences for
      the holders of such ISOs. If the Committee determines that such
      adjustments made with respect to ISOs would constitute a modification of
      such ISOs, it may refrain from making such adjustments.


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            (e) DISSOLUTION OR LIQUIDATION. In the event of the proposed
      dissolution or liquidation of the Company, each Option will terminate
      immediately prior to the consummation of such proposed action or at such
      other time and subject to such other conditions as shall be determined by
      the Committee.

            (f) ISSUANCES OF SECURITIES. Except as expressly provided herein, no
      issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, shall affect, and no
      adjustment by reason thereof shall be made with respect to, the number or
      price of shares subject to Options. No adjustments shall be made for
      dividends paid in cash or in property other than securities of the
      Company.

            (g) FRACTIONAL SHARES. No fractional shares shall be issued under
      the Plan and the optionee shall receive from the Company cash in lieu of
      such fractional shares.

            (h) ADJUSTMENTS. Upon the happening of any of the events described
      in subparagraphs (a), (b), or (c) above, the class and aggregate number of
      shares set forth in paragraph 4 hereof that are subject to Stock Rights
      which previously have been or subsequently may be granted under the Plan
      shall also be appropriately adjusted to reflect the events described in
      such subparagraphs. If changes in the capitalization of the Company shall
      occur other than those referred to above in this paragraph 13, the
      Committee shall make such adjustments, if any, in the number of shares
      covered by each Option and in the per share purchase price as the
      Committee in its discretion may consider appropriate. The Committee or, if
      applicable, the Successor Board, shall determine the specific adjustments
      to be made under this paragraph 13 and its determination shall be
      conclusive.

     If any person or entity owning restricted Common Stock obtained by exercise
of a Stock Right made hereunder receives shares or securities or cash in
connection with a corporate transaction described in subparagraphs (a), (b), or
(c) above as a result of owning such restricted Common Stock, such shares or
securities or cash shall be subject to all of the conditions and restrictions
applicable to the restricted Common Stock with respect to which such shares or
securities or cash were issued, unless otherwise determined by the Committee or
the Successor Board.

     14. MEANS OF EXERCISING OPTIONS. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal executive office or to the transfer agent as the Company shall
designate. Such notice


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shall identify the Option being exercised and specify the number of shares as to
which such Option is being exercised, accompanied by full payment of the
purchase price therefor either (a) in United States dollars in cash or by check,
(b) at the discretion of the Committee at the time of exercise, through delivery
of shares of Common Stock having an aggregate fair market value (as determined
by the Committee in its sole discretion) equal as of the date of the exercise to
the cash exercise price of the Option, (c) at the discretion of the Committee at
the time of exercise, by delivery of the grantee's personal recourse note
bearing interest payable not less than annually at no less than one hundred
percent (100%) of the lowest applicable Federal rate, as defined in Section 1274
(d) of the Code, or (d) at the discretion of the Committee at the time of
exercise, by any combination of (a), (b), or (c) above. In connection with any
payment pursuant to clause (c) above, the Committee may require the optionee to
concurrently execute and deliver to the Company a pledge agreement in a form
reasonably satisfactory to the Company, together with a stock certificate or
certificates representing shares of the Company's Common Stock (having an
aggregate fair market value, as determined by the Committee at the time of
exercise, equal as of the date of exercise to at least the value of the
principal amount of the note), duly endorsed or accompanied by a stock power or
powers duly endorsed, to secure the optionee's obligations under such personal
recourse note. The holder of an Option shall not have the rights of a
shareholder with respect to the shares covered by his Option until the date of
issuance of a stock certificate to him for such shares. Except as expressly
provided above in paragraph 13 with respect to changes in capitalization and
stock dividends, no adjustment shall be made for dividends or similar rights for
which the record date is before the date such stock certificate is issued.

     15. TERM AND AMENDMENT OF PLAN. The Plan was originally adopted by the
Board and the shareholders of the Company on November 21, 1994. The Plan was
amended by action of the Board which, on December 16, 1996, approved and adopted
an amendment and restatement thereof, effective on December 31, 1996, which
amendment and restatement was approved by the sole shareholder of the Company on
December 31, 1996. The Plan as currently in effect was approved and adopted by
the Board as of August 18, 1997, and was approved by the shareholders of the
Company as of August 18, 1997. The Plan shall expire at the end of the day on
November 21, 2004 (except as to Stock Rights outstanding on that date). The
Board may terminate or amend the Plan in any respect at any time; provided, that
no such amendment or termination shall adversely affect any Plan participant's
rights under any Stock Right previously granted, without such participant's
written consent.

     16. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS. The
Committee, at the written request of any optionee, may in its discretion, take
such actions


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as may be necessary to convert such optionee's ISOs (or any installments or
portions of installments thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the optionee is an employee of the Company or a
Related Corporation at the time of such conversion. Such actions may include,
but not be limited to, extending the exercise period or reducing the exercise
price of the appropriate installments of such ISOs. At the time of such
conversion, the Committee (with the consent of the optionee) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Committee in its discretion may determine; provided, that such conditions shall
not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give
any optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Committee takes
appropriate action. The Committee, with the consent of the optionee, may also
terminate any portion of any ISO that has not been exercised at the time of such
conversion.

     17. GOVERNMENTAL REGULATION. The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

     18. TAX WITHHOLDING. Upon the exercise of a Non-Qualified Option, the grant
of an Award or the making of a purchase of Common Stock for less than its fair
market value pursuant to an Award, the making of a Disqualifying Disposition (as
defined in paragraph 19) or the vesting of Restricted Stock (as defined in
paragraph 20), the Company, in accordance with Section 3402(a) of the Code, may
require the optionee or Award recipient to pay withholding taxes in respect of
the amount that is considered compensation required to be included in such
person's gross income. The Committee, in its discretion, may condition (i) the
exercise of an Option, (ii) the grant of an Award, (iii) the making of a
purchase of Common Stock for less than its fair market value pursuant to an
Award, or (iv) the vesting of Restricted Stock on the grantee's payment of such
withholding taxes. The Committee shall have the sole discretion to determine the
form in which payment of such withholding taxes will be made (i.e., cash,
securities, or a combination thereof).

     19. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each employee who
receives an ISO must agree to notify the Company in writing immediately after
the employee makes a Disqualifying Disposition of any Common Stock acquired
pursuant to the exercise of an ISO. A Disqualifying Disposition is any
disposition (including any sale) of such Common Stock before the later of (a)
two (2) years after the date the


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employee was granted the ISO, or (b) one (1) year after the date the employee
acquired Common Stock by exercising the ISO. If the employee has died before
such stock is sold, these holding period requirements do not apply and no
Disqualifying Disposition can occur thereafter.

     20. PROVISIONS RELATED TO RESTRICTED STOCK AND OTHER AWARDS.

            (a) Awards of shares of Common Stock may be granted either alone, in
      addition to or in tandem with other awards granted under the Plan or cash
      awards made outside the Plan, and such shares may be subject to repurchase
      by the Company upon such terms and conditions as the Committee may
      determine (such shares subject to such repurchase being referred to as
      "Restricted Stock"). The Committee shall determine the eligible persons to
      whom, and the time or times at which, Awards will be made, the number of
      shares to be awarded, the price (if any) to be paid by the Award
      recipient, in the case of Restricted Stock, the time or times within which
      such shares of Restricted Stock may be subject to forfeiture and all other
      terms and conditions of any such Award. The Committee may condition an
      Award or the vesting of Restricted Stock upon the attainment of specified
      performance goals or such other factors as the Committee may determine in
      its sole discretion. The terms and conditions of Awards need not be the
      same for each recipient.

            (b) The prospective recipient of an Award shall not have any rights
      with respect to such Award, unless and until such recipient has executed
      an agreement evidencing the Award and has delivered a fully executed copy
      thereof to the Company, and has otherwise complied with the applicable
      terms and conditions of such Award.

                  (i) The consideration for shares issued pursuant to an Award
            shall be equal to or greater than their par value.

                  (ii) Awards must be accepted within a period of sixty (60)
            days (or such shorter period as the Committee may specify at grant)
            after the Award date, by executing an Award agreement and paying
            whatever price (if any) is required under the Award.

                  (iii) A stock certificate in respect of shares of Common Stock
            which are the subject of an Award shall be issued in the name of the


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            participant receiving such Award, and shall bear an appropriate
            legend referring to the terms, conditions and restrictions
            applicable to such Award.

                  (iv) The Committee may require that the stock certificates
            evidencing shares of Restricted Stock be held in custody by the
            Company until the restrictions thereon shall have lapsed, and that,
            as a condition of any Restricted Stock Award, the participant shall
            have delivered a stock power, endorsed in blank, relating to the
            shares of Restricted Stock covered by such Award.

            (c) Awards of shares of Restricted Stock under the Plan shall be
      subject to the following restrictions and conditions (in addition to other
      restrictions and conditions set forth in the Award agreement with respect
      to such shares not inconsistent with this Plan which the Committee shall
      determine in its sole discretion):

                  (i) Subject to the provisions of the Plan and the Award
            agreement, during a period set by the Committee commencing with the
            date of such Award (the "Restricted Period"), the participant shall
            not be permitted to sell, transfer, pledge or assign shares of
            Restricted Stock issued pursuant to an Award. The Committee, in its
            sole discretion, may provide for the lapse of such restrictions in
            installments and may accelerate or waive such restrictions in whole
            or in part, based on service, performance or such other factors or
            criteria as the Committee may determine, in its sole discretion. The
            Award agreement may contain other restrictions and conditions not
            inconsistent with the Plan as the Committee shall deem appropriate,
            including, without limitation, rights of repurchase by the Company
            and, in the event of an underwritten public offering of the
            Company's securities, restrictions on any sale or distribution by
            the Award recipient of any of the Company's common equity for a
            period of time as the underwriters in such public offering shall
            determine.

                  (ii) Except as provided herein, the recipient shall have, with
            respect to shares of Restricted Stock issued pursuant to an Award,
            all of the rights of a shareholder of the Company, including the
            right to vote the shares, and the right to receive any cash
            dividends. The Committee may, in its sole discretion, at the time of
            the grant of an Award of Restricted Stock, permit or require the
            payment of cash dividends with respect to such Restricted Stock to
            be deferred and, if the Committee so determines,


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<PAGE>

            reinvested in additional shares of Restricted Stock to the extent
            shares are available under the Plan, or otherwise reinvested. Stock
            dividends issued with respect to Restricted Stock shall be treated
            as additional shares of Restricted Stock that are subject to the
            same restrictions and other terms and conditions that apply to the
            shares with respect to which such dividends are issued.

                  (iii) Subject to the applicable provisions of the Award
            agreement, if and when the Restricted Period expires without a prior
            forfeiture of the Restricted Stock subject to such Restricted
            Period, certificates for an appropriate number of unrestricted
            shares (without any legend referred to in subparagraph (iii) of
            subsection (b) of Section 20) shall be delivered to the participant
            promptly upon the surrender and cancellation of the previously
            issued certificate(s) representing such shares.

     21. GOVERNING LAW; CONSTRUCTION. The validity and construction of the Plan
and the instruments evidencing Stock Rights shall be governed by the laws of the
State of Delaware, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized. In construing this Plan, the singular
shall include the plural and the masculine gender shall include the feminine and
neuter, unless the context otherwise requires.



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