Exhibit 10.1

                           UNITED NATURAL FOODS, INC.

                           2004 EQUITY INCENTIVE PLAN

1.    PURPOSE.

      The United Natural Foods, Inc. 2004 Equity Incentive Plan (the "Plan") is
designed to enable employees, officers and directors of, and consultants and
advisers to, United Natural Foods, Inc. (the "Company") and its Subsidiaries to
acquire or increase a proprietary interest in the Company, and thus to share in
the future success of the Company's business. Accordingly, the Plan is intended
as a means not only of attracting and retaining outstanding personnel, but also
of promoting a closer identity of interests between management and stockholders.
The Board of Directors believes that the Awards granted under the Plan will be
in the Company's interest because the personnel eligible to receive Awards under
the Plan will be those who are in positions to make important and direct
contributions to the success of the Company.

2.    DEFINITIONS.

      In this Plan document, unless the context clearly indicates otherwise,
words in the masculine gender shall be deemed to refer to females as well as
males, any term used in the singular also shall refer to the plural, and the
following capitalized terms shall have the following meanings:

      (a)   "Agreement" means the written agreement entered into by the Grantee
            and the Company evidencing the grant of an Award.

      (b)   "Applicable Law" means the requirements relating to the
            administration of equity incentive plans under applicable state
            corporation laws, United States federal and state securities laws,
            the Code, any stock exchange or quotation system on which the Shares
            are listed or quoted and the applicable laws of any foreign country
            or jurisdiction where Awards are, or will be, granted.

      (c)   "Award" means a Restricted Share, Restricted Unit, Bonus Share,
            Performance Share, Performance Unit or Stock Appreciation Right.

      (d)   "Beneficiary" means the person or persons designated in writing by
            the Grantee as his beneficiary in respect of an Award; or, in the
            absence of an effective designation or if the designated person or
            persons predecease the Grantee, the Grantee's Beneficiary shall be
            the person or persons who acquire by bequest or inheritance the
            Grantee's rights in respect of an Award. In order to be effective, a
            Grantee's designation of a Beneficiary must be on file with the
            Company before the Grantee's death. Any such designation may be
            revoked and a new designation substituted therefor at any time
            before the Grantee's death without the consent of the previously
            designated Beneficiary.

      (e)   "Board of Directors" or "Board" means the Board of Directors of the
            Company.

      (f)   "Bonus Share" means a Share granted pursuant to Section 8.

      (g)   "Change in Control" means the first to occur of the following
            events:
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            (1)   any "person" (as such term is used in Sections 13(d) and 14(d)
                  of the Exchange Act), other than a trustee or other fiduciary
                  holding securities of the Company under an employee benefit
                  plan maintained by the Company or any corporation owned,
                  directly or indirectly, by the Company's stockholders in
                  substantially the same proportions as their ownership of the
                  Company's stock, becomes the "beneficial owner" (as defined in
                  Rule 13d-3 under the Exchange Act), directly or indirectly, of
                  securities of the Company representing 25% or more of the
                  total combined voting power of the Company's then-outstanding
                  securities pursuant to a tender or exchange offer made
                  directly to the Company's stockholders and which the Board
                  does not recommend such stockholders to accept;

            (2)   three or more directors, whose election or nomination for
                  election is not approved by a majority of the members of the
                  Incumbent Board then serving as members of the Board, are
                  elected within any single 24-month period to serve on the
                  Board; or

            (3)   approval by stockholders of the Company of:

                        (i) a merger, consolidation or reorganization involving
                  the Company, unless:

                              (A) the stockholders of the Company, immediately
                  before the merger, consolidation or reorganization, own,
                  directly or indirectly immediately following such merger,
                  consolidation or reorganization, at least 75% of the combined
                  voting power of the outstanding voting securities of the
                  corporation resulting from such merger, consolidation or
                  reorganization in substantially the same proportion as their
                  ownership of the voting securities immediately before such
                  merger, consolidation or reorganization;

                              (B) individuals who were members of the Incumbent
                  Board immediately prior to the execution of the agreement
                  providing for such merger, consolidation or reorganization
                  constitute at least a majority of the board of directors of
                  the surviving corporation immediately following such merger,
                  consolidation or reorganization; and

                              (C) no person (other than (I) the Company or any
                  Subsidiary thereof, (II) any employee benefit plan (or any
                  trust forming a part thereof) maintained by the Company, any
                  Subsidiary thereof, or the surviving corporation, or (III) any
                  person who, immediately prior to such merger, consolidation or
                  reorganization, had beneficial ownership of securities
                  representing 25% or more of the combined voting power of the
                  Company's then-outstanding securities) has beneficial
                  ownership of securities immediately following such merger,
                  consolidation or reorganization representing 25% or more of
                  the combined voting power of the surviving corporation's then
                  outstanding voting securities;

                        (ii) a complete liquidation or dissolution of the
                  Company; or

                        (iii) an agreement for the sale or other disposition of
                  all or substantially all of the assets of the Company to any
                  person (other than a transfer to a Subsidiary).


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      (h)   "Code" means the Internal Revenue Code of 1986, as amended from time
            to time.

      (i)   "Committee" means, except as otherwise determined by the Board in
            its discretion, a committee consisting of such number of members of
            the Compensation Committee of the Board of Directors with such
            qualifications as are required to satisfy the requirements of (i)
            Rule 16b-3 under the Exchange Act or any successor rule of similar
            import and (ii) Section 162(m) of the Code, and the regulations
            thereunder, as in effect from time to time (or any successor
            provision of similar import).

      (j)   "Covered Executive" means an individual who is determined by the
            Committee to be reasonably likely to be a "covered employee" under
            Section 162(m) of the Code, and to receive compensation that would
            exceed the deductibility limits under Section 162(m) as of the end
            of the Company's taxable year for which an Award to the individual
            will be deductible.

      (k)   "Effective Date" means December 1, 2004.

      (l)   "Exchange Act" means the Securities Exchange Act of 1934, as amended
            and in effect from time to time.

      (m)   "Fair Market Value" means, when used in connection with the Shares
            on a certain date, the fair market value of a Share as determined by
            the Committee, and shall be deemed equal to the closing price at
            which Shares are traded on such date (or on the next preceding day
            for which such information is ascertainable at the time of the
            Committee's determination) as reported for such date by National
            Association of Securities Dealers Automated Quotations System (or if
            Shares are not traded on such date, on the next preceding day on
            which Shares are traded).

      (n)   "Grantee" means a person to whom an Award has been granted under the
            Plan.

      (o)   "Incumbent Board" means those persons who either (i) have been
            members of the Board since the Effective Date or (ii) are new
            directors whose election by the Board or nomination for election by
            the stockholders of the Company was approved by a vote of at least
            three-fourths of the members of the Board then in office who either
            were directors described in clause (i) hereof or whose election or
            nomination for election was previously so approved, provided that an
            individual whose election or nomination for election is approved as
            a result of either an actual or threatened election contest or proxy
            contest, including by reason of any agreement intended to avoid or
            settle any election contest or proxy contest, will be deemed not to
            have been so approved for purposes of this definition. For purposes
            of this Section 2(o), "director" means a person who is a member of
            the Board.

      (p)   "Insider" means an individual who is subject to reporting
            requirements of Section 16(a) of the Exchange Act on the relevant
            date.

      (q)   "NASDAQ Rules" means the shareholder approval rules described in
            Rule 4350 and IM-4350-5 of the Nasdaq Stock Market Marketplace
            Rules, any official interpretation thereof, or any successor
            provision.

      (r)   "Performance Share" means an Award made pursuant to Section 9.

      (s)   "Performance Unit" means an Award made pursuant to Section 10(b).


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      (t)   "Restricted Share" means an Award granted pursuant to Section 7.

      (u)   "Restricted Unit" means an Award made pursuant to Section 10(a).

      (v)   "Restriction Period" means the period during which (i) the transfer
            of Restricted Shares or Performance Shares is limited in some way
            (based on the passage of time, achievement of performance goals, or
            the occurrence of other events determined by the Committee in its
            discretion) and (ii) the Restricted Shares or Performance Shares are
            subject to a substantial risk of forfeiture, as provided in Section
            7 or 9.

      (w)   "Shares" means shares of the Company's common stock, par value $0.01
            per share, or any security into which such shares may be converted
            by reason of any event of the type referred to in Section 16 or 17.

      (x)   "Stock Appreciation Right" or "SAR" means a right that provides
            payment in accordance with Section 12.

      (y)   "Subsidiary" means a subsidiary of the Company within the meaning of
            Section 424(f) of the Code (or a successor provision of similar
            import).

3.    EFFECTIVE DATE AND DURATION OF THE PLAN.

      (a) The Plan shall be effective as of the Effective Date, subject to
approval of the Plan by the affirmative votes of the holders of a majority of
the securities of the Company present or represented and entitled to vote at a
meeting duly held in accordance with applicable law. Upon such approval of the
Plan, all Awards granted under the Plan on or after the Effective Date shall be
fully effective as if such approval had occurred on the Effective Date. If the
Plan is not approved as set forth in this Section 3(a), any Awards granted under
the plan shall be null and void and of no effect. The Plan shall terminate upon
the close of business on the day next preceding the tenth anniversary of the
Effective Date.

      (b) Awards may be granted at any time prior to the termination of the Plan
pursuant to Section 20. An Award outstanding at the time the Plan is terminated
shall not cease to be or cease to become exercisable pursuant to its terms
solely because of the termination of the Plan.

      (c) No Awards of Performance Shares and Performance Units that are
intended to constitute performance-based compensation under Section 162(m) of
the Code shall be made on any date to a Covered Executive, unless the
requirements of Treas. Reg.ss.1.162-27(e)(4)(vi) (regarding shareholder approval
of the material terms of the performance goal) have been satisfied.

4.    SHARES SUBJECT TO THE PLAN.

      (a) Subject to adjustment as provided in Section 16, the number of Shares
initially reserved for issuance pursuant to Awards made under the Plan shall be
1,000,000 Shares. Shares issued under the Plan may consist in whole or in part
of authorized but unissued Shares or treasury Shares.

      (b) If an Award expires or is terminated, surrendered or cancelled without
having been exercised in full, or is otherwise forfeited in full or in part,
then the unissued Shares that were subject to such Award and/or such
surrendered, cancelled or forfeited Shares, as the case may be, shall become
available for future grant under the Plan (unless the Plan has terminated).

5.    ADMINISTRATION OF THE PLAN.

      (a)   The Plan shall be administered by the Committee.


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      (b)   The Committee may adopt, amend and rescind rules and regulations
            relating to the Plan as it may deem proper, shall make all other
            determinations necessary or advisable for the administration of the
            Plan, and may provide for conditions and assurances deemed necessary
            or advisable to protect the interests of the Company, to the extent
            not contrary to the express provisions of the Plan; provided, that
            the Committee may take action only upon the agreement of a majority
            of its members then in office. The powers of the Committee shall
            include plenary authority to interpret the Plan.

      (c)   Subject to the provisions of the Plan, the Committee may determine:
            (i) the persons to whom Awards shall be granted; (ii) the number of
            Shares subject to each Award; (iii) the type of each Award; (iv) the
            frequency of each Award and the date on which each Award shall be
            granted; (v) the term of each Award; (vi) the restrictions and other
            terms and conditions applicable to each grant of Awards; (vii) any
            performance goals applicable to Awards; and (viii) the provisions of
            any instruments evidencing Awards. Any Award granted to a member of
            the Committee shall be approved by the Board.

      (d)   The determinations, interpretations, and other actions made or taken
            by the Committee under the Plan shall be final, binding, and
            conclusive for all purposes and upon all persons.

      (e)   To the extent permitted by Applicable Law, the Committee may
            delegate to one or more executive officers of the Company the power
            to:

                        (i) grant Awards to employees of the Company and
                  Subsidiaries, provided that: (A) the Committee shall fix the
                  terms of the Awards to be granted by such executive officers
                  and the maximum number of shares subject to Awards that the
                  executive officers may grant; (B) no executive officer shall
                  be authorized to grant Awards to himself or to any Insider;
                  and (C) an executive officer may not grant any Award that is
                  intended to qualify as performance-based compensation within
                  the meaning of Section 162(m) of the Code; and

                        (ii) exercise such other powers under the Plan as the
                  Committee may determine, provided that the Committee may not
                  delegate its authority with respect to: (A) non-ministerial
                  actions with respect to Insiders; (B) non-ministerial actions
                  with respect to Awards that are intended to qualify as
                  performance-based compensation within the meaning of Section
                  162(m) of the code; or (C) certification that any performance
                  goals and any other material terms of Awards intended to
                  qualify as performance-based compensation within the meaning
                  of Section 162(m) of the Code have been satisfied.

To the extent any powers have been delegated to an executive officer of the
Company pursuant to this Section 5(e), the references in the Plan to the
Committee shall be deemed to include such executive officer.

6.    ELIGIBILITY TO RECEIVE AWARDS.

      Awards may be granted under the Plan to any employee or director of, or
consultant to, the Company or of any Subsidiary, and all determinations by the
Committee as to the identity of the persons to whom Awards shall be granted
shall be conclusive. For purposes of this Section 6: (i) an "employee" means any
person who is an employee, as defined in Section 3401(c) of the Code, of the
Company or a Subsidiary; (ii) a "director" means a person, other than an
employee, who is a member of the Board; and (iii) a "consultant" means a person,
other than an employee, who is a natural person engaged by the Company or
Subsidiary of the Company to render services to such entity, including an
advisor.


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7.    RESTRICTED SHARES.

      Subject to the terms of the Plan, including the following terms and
conditions, the Committee may authorize the grant or sale to a Grantee of
Restricted Shares that provide a Grantee full ownership of the Shares when the
restrictions established by the Committee lapse or are removed. The Committee
may impose such conditions and/or restrictions on such Restricted Shares as the
Committee may determine, including without limitation, time-based restrictions
on vesting, restrictions based upon the achievement of specific performance
goals (including but not limited to performance goals based on the criteria
listed in Section 11), restrictions under applicable federal or state securities
laws and/or a requirement that the Grantee pays a stipulated purchase price for
each Restricted Share.

      (a)   Restricted Share Agreement. Each Award of Restricted Shares shall be
            evidenced by an Agreement that shall specify the Restriction Period,
            the number of Shares granted and such other terms and conditions as
            the Committee, in its sole discretion, shall determine. The
            Committee, in its discretion, may accelerate the time at which any
            restrictions on Restricted Shares shall lapse or be removed.

      (b)   Treatment of Restricted Shares. A certificate or certificates
            representing the number of Restricted Shares granted under an Award
            may be registered in the name of the Grantee. Unless the Committee
            determines otherwise, Restricted Shares shall be held by the Company
            as escrow agent until the restrictions on such Shares have lapsed.
            Except as provided in Section 18, Restricted Shares may not be sold,
            transferred, pledged, assigned, or otherwise alienated or
            hypothecated until the end of the applicable Restriction Period.

      (c)   Removal of Restrictions. Restricted Shares covered by each Award
            shall be released from escrow as soon as practicable after the last
            day of the Restriction Period. Subject to Section 13, after the
            restrictions have lapsed, the Grantee shall be entitled to have any
            legend relating to restrictions under this Section 7 removed from
            his or her Share certificate, and the Shares shall be freely
            transferable by the Grantee.

      (d)   Voting Rights. During the Restriction Period, Grantees holding
            Restricted Shares may exercise full voting rights with respect to
            those Shares, unless otherwise provided in the applicable Agreement.

      (e)   Dividends and Other Distributions. During the Restriction Period,
            Grantees holding Restricted Shares shall be entitled to receive all
            dividends and other distributions paid with respect to such Shares
            unless otherwise provided in the Agreement. If any such dividends or
            distributions are paid in Shares, the Shares shall be subject to the
            same restrictions on transferability and forfeitability as the
            Restricted Shares with respect to which they were paid and shall be
            held by the Company as escrow agent until the restrictions on the
            Restricted Shares with respect to which they were paid have lapsed.

      (f)   Right of Repurchase of Restricted Shares. The Company shall have the
            right to repurchase Restricted Shares at their original issuance
            price or other stated or formula price (or to require forfeiture of
            such Shares if issued at no cost) in the event that conditions
            specified in the applicable Agreement with respect to such Shares
            are not satisfied prior to the end of the applicable Restriction
            Period.

8.    BONUS SHARES.

      Subject to the terms of the Plan, the Committee may authorize the grant of
Bonus Shares in consideration for services rendered by a Grantee to the Company
or a Subsidiary. Bonus Shares shall be awarded pursuant to an Agreement
containing such terms and conditions as may be established by the Committee.


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9.    PERFORMANCE SHARES.

      Subject to the terms of the Plan, including the following terms and
conditions, the Committee may authorize the grant or sale to a Grantee of
Performance Shares that are designed to constitute performance-based
compensation under ss.162(m) of the Code. Such Performance Shares shall be
earned by satisfying specified performance goals and shall provide a Grantee
full ownership of the Shares when the Committee determines that such performance
goals have been met. At the time of the Award of Performance Shares, the
Committee shall impose on the Award restrictions based upon the achievement of
specific performance goals using one or more of the criteria set forth in
Section 11, and may impose such other conditions and/or restrictions on
Performance Shares as the Committee may determine, including but not limited to
time-based restrictions on vesting, restrictions under applicable federal or
state securities laws and/or a requirement that the Grantee pay a stipulated
purchase price for each Performance Share.

      (a)   Performance Share Agreement. Each Award of Performance Shares shall
            be evidenced by an Agreement that shall specify the performance
            goals, the Restriction Period, the number of Shares granted and such
            other terms and conditions as the Committee, in its sole discretion,
            shall determine.

      (b)   Treatment of Performance Shares. A certificate or certificates
            representing the number of Performance Shares granted under an Award
            may be registered in the name of the Grantee. Unless the Committee
            determines otherwise, Performance Shares shall be held by the
            Company as escrow agent until the Committee determines that the
            performance goals have been met. Except as provided in Section 18,
            Performance Shares may not be sold, transferred, pledged, assigned
            or otherwise alienated or hypothecated until the Committee
            determines that the applicable performance goals have been met.

      (c)   Removal of Restrictions. Except as provided in Section 14, the
            restrictions imposed on Performance Shares shall expire, lapse or be
            removed based solely on account of the attainment of performance
            goals established by the Committee using one or more of the
            performance criteria set forth in Section 11. Performance Shares
            covered by each Award shall be removed from escrow as soon as
            practicable after the Committee determines that the applicable
            performance goals have been met. Subject to Section 13, after the
            Committee determines that such goals have been met, the Grantee
            shall be entitled to have any legend relating to restrictions under
            this Section 9 removed from his or her Share certificate, and the
            Shares shall be freely transferable by the Grantee.

      (d)   Voting Rights. During the Restriction Period, Grantees holding
            Performance Shares may exercise full voting rights with respect to
            those Shares, unless otherwise provided in the Agreement.

      (e)   Dividends and Other Distributions. During the Restriction Period,
            Grantees holding Performance Shares shall be entitled to receive all
            dividends and other distributions paid with respect to such Shares
            unless otherwise provided in the Agreement. If any such dividends or
            distributions are paid in Shares, the Shares shall be subject to the
            same restrictions on transferability and forfeitability as the
            Performance Shares with respect to which they were paid and shall be
            held by the Company as escrow agent until the Committee determines
            that the performance goals applicable to the Performance Shares with
            respect to which they were paid have been satisfied.


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      (f)   Right of Repurchase of Performance Shares. The Company shall have
            the right to repurchase Performance Shares at their original
            issuance price or other stated or formula price (or to require
            forfeiture of such Shares if issued at no cost) in the event the
            performance goals applicable to such Shares have not been met.

      (g)   Certification in Writing. Prior to the release of restrictions on
            any Performance Shares, the Committee shall certify in writing
            (which may be set forth in the minutes of the Committee) that the
            performance goals and all other material terms of the Award have
            been met.

      (h)   Limit for Covered Executives. No Covered Executive may receive
            Awards of more than 50,000 Performance Shares during any fiscal year
            of the Company

10.   RESTRICTED UNITS AND PERFORMANCE UNITS.

      Subject to the terms of the Plan, including the following terms and
conditions, the Committee may authorize the grant of Restricted Units and/or
Performance Units that constitute rights, denominated in cash or cash units, to
receive, at a specified future date, payment in cash or Shares (as determined by
the Committee) of an amount equal to all or a portion of the value of a unit
determined by the Committee. Restricted Units shall set forth the right to
receive such payments when the restrictions established by the Committee lapse
or are removed. Performance Units are designed to constitute performance-based
compensation under ss.162(m) of the Code and shall set forth the right to
receive payments when the performance goals established by the Committee have
been met.

      (a)   Restricted Unit Agreements. At the time of Award of Restricted
            Units, the Committee shall determine the restrictions applicable to
            the Restricted Units. Each Award of Restricted Units shall be
            evidenced by an Agreement that shall specify the number of
            Restricted Units granted and such other terms and conditions as the
            Committee, in its sole discretion, shall determine, including but
            not limited to performance goals based on the criteria listed in
            Section 11. The Committee, in its discretion, may accelerate the
            time at which any restrictions on Restricted Units shall lapse or be
            removed.

      (b)   Performance Unit Agreements. At the time of the Award of Performance
            Units, the Committee shall determine the performance factors
            applicable to the Performance Units, using one or more of the
            criteria set forth in Section 11. Each Award of Performance Units
            shall be evidenced by an Agreement that shall specify the
            performance goals, the number of Performance Units granted, and such
            other terms and conditions as the Committee, in its sole discretion,
            shall determine.

      (c)   Certification in Writing. Prior to the payment of any Performance
            Units, the Committee shall certify in writing (which may be set
            forth in the minutes of the Committee) that the performance goals
            and all other material terms of the Award have been met.

      (d)   Limit for Covered Executives. The maximum value of Awards of
            Performance Units granted to any Covered Executive in any fiscal
            year shall not exceed $2 million. The foregoing limitation shall be
            applied at the time of settlement, regardless of whether such
            settlement is made in cash or Shares.

11.   PERFORMANCE CRITERIA.

      (a)   Unless and until the Company's stockholders approve a change in the
            general performance criteria set forth in this Section 11, the
            performance criteria to be used for purposes of grants of
            Performance Shares and Performance Units may be measured at the
            Company level, at a Subsidiary level, or at an operating unit,
            business unit or individual level, and shall be chosen from among:


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            (i)     Increase in net sales;

            (ii)    Pretax income before allocation of corporate overhead and/or
                    bonus;

            (iii)   Gross profits;

            (iv)    Earnings before interest, taxes, depreciation and
                    amortization;

            (v)     Earnings before interest and taxes;

            (vi)    Earnings per share;

            (vii)   Net income;

            (viii)  Return on stockholders' equity;

            (ix)    Return on assets;

            (x)     Meeting or reducing budgeted expenditures;

            (xi)    Attainment of division, group or corporate financial goals;

            (xii)   Reduction in costs.

            (xiii)  Appreciation in or maintenance of the price of the common
                    stock or any publicly-traded securities of the Company;

            (xiv)   Comparisons with various stock market indices;

            (xv)    Comparisons with performance metrics of peer companies;

            (xvi)   Increase in market share; or

            (xvii)  Economic value-added models.

      (b)   The performance goals applicable to an Award of Performance Shares
            or Performance Units shall be sufficiently specific that a third
            party having knowledge of the relevant facts could determine whether
            the goals are met. The Committee shall, at the time it establishes
            the performance goals for an Award, specify the period over which
            the performance goals relate. The establishment of the actual
            performance goals and, if a grant is based on more than one of the
            foregoing criteria, the relative weighting of such criteria, shall
            be at the sole discretion of the Committee; provided, however, that
            in all cases the performance goals must be established by the
            Committee in writing no later than 90 days after the commencement of
            the period to which the performance goals relate (or, if less, no
            later than after 25% of the period has elapsed) and when achievement
            of the performance goals is substantially uncertain. The Committee
            may adjust the performance target(s) with respect to Awards of
            Performance Shares and Performance Units, but only to decrease the
            amount of compensation that otherwise would be due upon the
            attainment of the performance target(s).


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      (c)   The performance goals with respect to any Performance Share or
            Performance Unit shall be measured over a period no longer than
            three consecutive years.

12.   STOCK APPRECIATION RIGHTS.

      (a)   Subject to the terms and conditions of the Plan, the Committee may
            authorize the grant of Stock Appreciation Rights that, on exercise,
            entitle the Grantee to receive an amount in cash equal to the excess
            (if any) of (i) the Fair Market Value of a Share on the date of
            exercise over (ii) the Fair Market Value of a Share on the date of
            grant, multiplied by the number of Shares with respect to which the
            SAR is exercised.

      (b)   The number of Shares with respect to which a SAR or SARs may be
            granted to a Covered Executive during any fiscal year of the Company
            may not exceed 50,000.

13.   CONDITIONS UPON ISSUANCE OF SHARES.

      The Company will not be obligated to deliver any Shares pursuant to the
Plan or to remove restrictions from Shares previously delivered under the Plan
until: (a) all conditions of the Award have been met or removed to the
satisfaction of the Committee; (b) all other legal matters, including receipt of
consent or approval of any regulatory body and compliance with all Applicable
Law, in connection with the issuance and delivery of such Shares have been
satisfied; and (c) the Grantee or Beneficiary has executed and delivered to the
Company such representations or agreements as the Committee may consider
appropriate to satisfy the requirements of Applicable Law.

      The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue the Shares as to
which such requisite authority shall not have been obtained.

14.   RIGHTS UNDER CERTAIN CIRCUMSTANCES.

      (a)   Death or Disability. Except as otherwise provided in the applicable
            Agreement, if a Grantee who has been in the continuous employment of
            the Company or a Subsidiary since the date on which an Award was
            granted becomes disabled or dies while in such employment, the
            restrictions imposed on the Award shall lapse; provided that, if the
            Award is intended to qualify as performance-based compensation under
            Section 162(m) of the Code, it shall cease to qualify as such
            performance-based compensation if the restrictions lapse under this
            Section 14(a). For purposes of this Section 14(a), "disabled" and
            "disability" means having a total and permanent disability, as
            defined in Section 22(e)(3) of the Code.

      (b)   Termination of Employment for Any Other Reason. Except as otherwise
            provided in an Agreement, if a Grantee's employment with the Company
            or a Subsidiary terminates before the restrictions imposed on the
            Award lapse or the performance goals have been satisfied, such Award
            shall be forfeited.

      (c)   Change in Control. Except as otherwise provided in the applicable
            Agreement, all restrictions imposed on an Award shall lapse if,
            within twelve months after the Company obtains actual knowledge that
            a Change in Control has occurred, a Grantee's employment with the
            Company and its Subsidiaries ceases for any reason.


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15.   TAX WITHHOLDING.

      The Company shall have the right to collect an amount sufficient to
satisfy any Federal, State and/or local withholding tax requirements (including
the Grantee's FICA obligation) that might apply with respect to any Award to a
Grantee in the manner specified in subsection (a) or (b) below. Alternatively, a
Grantee may elect to satisfy any such withholding tax requirements in the manner
specified in subsection (c) below to the extent permitted therein.

      (a)   The Company shall have the right to require Grantees to remit to the
            Company an amount sufficient to satisfy any such withholding tax
            requirements.

      (b)   The Company and its Subsidiaries also shall, to the extent permitted
            by law, have the right to deduct from any payment of any kind
            (whether or not related to the Plan) otherwise due to a Grantee any
            such taxes required to be withheld.

      (c)   If the Committee in its sole discretion approves, a Grantee may
            irrevocably elect to have any withholding tax obligation satisfied
            by (i) having the Company withhold Shares otherwise deliverable to
            the Grantee, or (ii) delivering Shares to the Company, provided that
            the Shares withheld or delivered have a Fair Market Value (on the
            date that such withholding or delivery occurs) equal to the minimum
            amount required to be withheld.

16.   ADJUSTMENT FOR CHANGES IN CAPITALIZATION.

      (a) In the event that there is any change in the Shares through merger,
consolidation, reorganization, recapitalization or otherwise; or if there shall
be any dividend on the Shares, payable in Shares; or if there shall be a stock
split or a combination of Shares, the aggregate number of shares available for
Awards, the number of Shares subject to outstanding Awards, and the exercise
price per Share of each outstanding Award may be proportionately adjusted by the
Board of Directors as it deems equitable in its absolute discretion to prevent
dilution or enlargement of the rights of the Grantees; provided that any
fractional Shares resulting from such adjustments shall be eliminated. The Board
of Directors may, in its sole discretion (i) accelerate the vesting of an
outstanding Award or (ii) accelerate the termination date of an outstanding
Award in connection with the liquidation, dissolution, merger, reorganization or
other consolidation of the Company upon notice to the affected Grantees.

      (b) The Board's determination with respect to any such adjustments shall
be conclusive.

17.   EFFECTS OF MERGER OR OTHER REORGANIZATION.

      Except to the extent otherwise provided in an Agreement, if the Company
shall be the surviving corporation in a merger or other reorganization,
outstanding Awards granted under the Plan shall extend to stock and securities
of the Company after the merger or other reorganization to the same extent as
Shares held by a person who held, immediately before the merger or
reorganization, the number of Shares corresponding to the number of Shares
covered by the Award.

18.   TRANSFERABILITY OF AWARDS.

      Unless determined otherwise by the Committee, an Award may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Grantee, only by the Grantee. If the Committee makes
an Award transferable, such Award shall contain such additional terms and
conditions as the Committee deems appropriate. Notwithstanding the foregoing,
subject to the approval of the Committee in its sole discretion, Awards may be
transferable to members of the immediate family of the Grantee and to one or
more trusts for the benefit of such family members, partnerships in which such


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<PAGE>

family members are the only partners, or corporations in which such family
members are the only stockholders. "Members of the immediate family" means the
Grantee's spouse, children, stepchildren, grandchildren, parents, grandparents,
siblings (including half brothers and sisters) and individuals who are family
members by adoption.

19.   PROHIBITION ON REPRICING.

      Notwithstanding any other provision of the Plan, the Committee shall not
"reprice" any SAR or other Award granted under the Plan if such repricing would
have the effect of decreasing the deemed Fair Market Value of a Share referred
to in Section 12(a)(ii) or other similar effect. For this purpose, a "repricing"
includes a tandem cancellation and regrant of an Award or any other amendment or
action that would have substantially the same effect.

20.   TERMINATION, SUSPENSION OR MODIFICATION OF THE PLAN.

      The Board of Directors may at any time terminate, suspend, or modify the
Plan; provided that the Board shall not, without approval by the affirmative
votes of the holders of a majority of the securities of the Company present or
represented and entitled to vote at a meeting duly held in accordance with
applicable law, make any material revisions as defined in the NASDAQ Rules
(other than through adjustment for changes in capitalization as provided in
Section 16), including: (a) a material increase in the aggregate number of
Shares for which Awards may be granted; (b) an expansion of the types of Awards
available under the Plan; (c) a material expansion of the class of persons
eligible for an Award; or (d) an extension of the maximum duration of the Plan.
No termination, suspension or modification of the Plan shall adversely affect
any right acquired by any Grantee, or by any Beneficiary, under the terms of any
Award granted before the date of such termination, suspension or modification,
unless such Grantee or Beneficiary shall expressly consent, but it shall be
conclusively presumed that any adjustment pursuant to Section 16 does not
adversely affect any such right.

21.   NO EFFECT ON EMPLOYMENT OR SERVICE.

      Neither the Plan nor any Award shall confer upon a Grantee any right with
respect to continuing the Grantee's relationship with the Company, nor shall it
interfere in any way with the Grantee's or the Company's right to terminate such
relationship at any time, with or without cause.

22.   SEVERABILITY.

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

23.   GOVERNING LAW.

      Except to the extent that such laws may be superseded by any Federal law,
the Plan shall be construed and its provisions enforced and administered in
accordance with the laws of the State of Delaware, excluding any conflicts or
choice of law rule or principle that might otherwise refer construction or
interpretation of the Plan to the substantive law of another jurisdiction.


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