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                                                                    Exhibit 10.3

                      CHRONIC CARE SOLUTIONS HOLDING, INC.
                              STOCK INCENTIVE PLAN

     1.   PURPOSE.

          The purpose of the Plan is to assist the Company in attracting,
retaining, motivating and rewarding Eligible Persons, and promoting the creation
of long-term value for stockholders of the Company by closely aligning the
interests of Participants with those of such stockholders. The Plan authorizes
the award of stock-based incentives to Participants to encourage such persons to
expend their maximum efforts in the creation of stockholder value. The Plan is
also intended to qualify certain compensation awarded under the Plan for tax
deductibility under Section 162(m) of the Code to the extent deemed appropriate
by the Committee.

     2.   DEFINITIONS.

          For purposes of the Plan, the following terms shall be defined as set
forth below:

          (a) "Acquisition Agreement" means that certain Agreement and Plan of
Merger, made and entered into August 31, 2005, among the Company, CCS
Acquisition, Inc. and Chronic Care Solutions, Inc.

          (b) "Affiliate" means, with respect to any entity, any other entity
that, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such entity.

          (c) "Award" means any Option, Restricted Stock or other Stock-based
award granted under the Plan.

          (d) "Board" means the Board of Directors of the Company.

          (e) "Cause" means, in the absence of any employment agreement between
a Participant and the Employer otherwise defining Cause, (i) incompetence,
fraud, personal dishonesty, or acts of gross negligence or willful misconduct on
the part of a Participant in the course of his or her employment or services;
(ii) a Participant's engagement in conduct that is materially injurious to the
Company or its Affiliates; (iii) misappropriation by a Participant of the assets
or business opportunities of the Company or its Affiliates; (iv) embezzlement or
other financial fraud committed by a Participant, at his or her direction, or
with his or her personal knowledge; (v) a Participant's conviction by a court of
competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a
felony, or (y) any other criminal charge (other than minor traffic violations)
which could reasonably be expected to have a material adverse impact on the
Company's or an Affiliate's reputation or business; or (vi) failure by a
Participant to follow the lawful directions of a superior officer or the Board.
In the event there is an employment agreement between a Participant and the
Employer defining Cause, "Cause" shall have the meaning provided in such
agreement.

          (f) "Change in Control" shall mean (i) the sale or disposition, in one
or a series of related transactions, of all or substantially all of the assets
of the Company to any "person" or "group" (as such terms are defined in Sections
13(d)(3) and 14(d)(2) of the

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Exchange Act) other than the Warburg Investors or their Affiliates; (ii) any
person or group (together with their Affiliates), other than the Warburg
Investors or their Affiliates, is or becomes the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
more than fifty percent (50%) of the total voting power of the voting stock of
the Company and the Warburg Investors or their Affiliates cease to control the
Board; or (iii) any merger, consolidation or similar transaction pursuant to
which the stockholders of the Company immediately prior to such merger,
consolidation or similar transaction own, in the aggregate, less than fifty
percent (50%) of the voting securities of the Company outstanding immediately
after such merger, consolidation or similar transaction and the Warburg
Investors or their Affiliates cease to control the Board.

          (g) "Closing Date" shall have the meaning set forth in the Acquisition
Agreement.

          (h) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, including regulations thereunder and successor provisions and
regulations thereto.

          (i) "Committee" means the Board or such other committee appointed by
the Board consisting of two or more individuals. In appointing members of the
Committee, the Board will consider whether a member is or will be a Qualified
Member, but such members are not required to be Qualified Members at the time of
appointment or during their term of service on the Committee, and no action of
the Committee shall be void or invalid due to the participation of a member who
is not a Qualified Member.

          (j) "Common Stock" means the Company's common stock, $0.01 par value,
and such other securities as may be substituted for Common Stock pursuant to
Section 12 hereof.

          (k) "Company" means Chronic Care Solutions Holding, Inc., a Delaware
corporation.

          (l) "Company Securities" means any equity securities purchased by the
Warburg Investors in connection with the Closing.

          (m) "Competitive Activity" means, with respect to any Participant, any
activity reasonably determined by the Committee to be competitive with the
business of the Employer of the Participant.

          (n) "Disability" means, in the absence of any employment agreement
between a Participant and the Employer otherwise defining Disability, the
permanent and total disability of a person within the meaning of Section
22(e)(3) of the Code. In the event there is an employment agreement between a
Participant and the Employer defining Disability, "Disability" shall have the
meaning provided in such agreement.

          (o) "Eligible Person" means (i) each employee of the Company or of any
of its Affiliates, including each such person who may also be a director of the
Company and/or its Affiliates; (ii) each non-employee director of the Company
and/or its Affiliates; (iii) each other person who provides substantial services
to the Company and/or its Affiliates and who is designated as eligible by the
Committee; and (iv) any person who has been offered employment


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by the Company or its Affiliates; provided that such prospective employee may
not receive any payment or exercise any right relating to an Award until such
person has commenced employment with the Company or its Affiliates. An employee
on an approved leave of absence may be considered as still in the employ of the
Company or its Affiliates for purposes of eligibility for participation in the
Plan.

          (p) "Employer" means either the Company or an Affiliate of the Company
that the Participant (determined without regard to any transfer of an Award) is
principally employed by or provides services to, as applicable.

          (q) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, including rules thereunder and successor provisions
and rules thereto.

          (r) "Exit Event" means a Change in Control or a Liquidity Event, as
applicable.

          (s) "Exit Vested Option" means an Option subject to the vesting
schedule provided in Section 6(e)(iii) below.

          (t) "Exit Vested Restricted Stock" means Restricted Stock subject to
the vesting schedule provided in Section 7(c)(iii) below.

          (u) "Expiration Date" means the date upon which the term of an Option
expires, as determined under Section 6(b) hereof.

          (v) "Fair Market Value" means (i) prior to an Initial Public Offering,
the fair market value per share of Stock, as determined by the Board in good
faith, (ii) at the time of an Initial Public Offering, the per share price
offered to the public in such Initial Public Offering, and (iii) after an
Initial Public Offering, on any date (A) if the Stock is listed on a national
securities exchange, the mean between the highest and lowest sale prices
reported as having occurred on the primary exchange with which the Stock is
listed and traded on the date prior to such date, or, if there is no such sale
on that date, then on the last preceding date on which such a sale was reported,
or (B) if the Stock is not listed on any national securities exchange but is
listed on the Nasdaq National Market System, the average between the high bid
price and low ask price reported on the date prior to such date, or, if there is
no such sale on that date then on the last preceding date on which such a sale
was reported. If, after an Initial Public Offering, the Stock is not listed on a
national securities exchange or the Nasdaq National Market System, the Fair
Market Value shall mean the amount determined by the Board in good faith to be
the fair market value per share of Stock, on a fully diluted basis.

          (w) "Former Company Securityholders Indemnification Agreement" shall
have the meaning ascribed to such term in the MPTC Merger Agreement.

          (x) "Initial Public Offering" means an initial public offering of the
Stock registered under the Securities Act pursuant to an effective registration
statement.

          (y) "IPO Date" means the effective date of the registration statement
for the Initial Public Offering.


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          (z) "Liquidity Event" means (i) the sale by the Warburg Investors of
any portion of the Company Securities to another person or group (other than any
Warburg Investor or any Affiliate thereof) in which the Warburg Investors
receive cash or marketable securities, and which does not otherwise constitute a
Change in Control, or (ii) any distribution by the Warburg Investors of any
portion of the Company Securities to another person or group (other than any
Warburg Investor or any Affiliate thereof) which does not otherwise constitute a
Change in Control.

          (aa) "Lock-Up Period" shall have the meaning set forth in Section
10(a) below.

          (bb) "MPTC Merger Agreement" means that certain Agreement and Plan of
Merger, made and entered into August 12, 2005, among MPTC Holdings, Merger Sub
and the Company.

          (cc) "Option" means a conditional right, granted to a Participant
under Section 6 hereof, to purchase Stock at a specified price during specified
time periods. Options under the Plan are not intended to qualify as "incentive
stock options" meeting the requirements of Section 422 of the Code.

          (dd) "Option Agreement" means a written agreement between the Company
and a Participant evidencing the terms and conditions of an individual Option
grant.

          (ee) "Participant" means an Eligible Person who has been granted an
Award under the Plan, or if applicable, such other person or entity who holds an
Award.

          (ff) "Permitted Transfer" shall mean any transfer by a Participant of
all or any portion of his or her shares of Stock (i) to or for the benefit of
any spouse, child or grandchild of the Participant, or (ii) to a trust or
partnership for the benefit of any of the foregoing, including transfers by will
or the laws of descent and distribution; provided, however, that, it shall be a
condition of each such transfer, that (x) the transferee agrees to be bound by
the terms of the Plan and the applicable Option Agreement as though no such
transfer had taken place, and that (y) the Participant has complied with all
applicable law in connection with such transfer.

          (gg) "Plan" means this Chronic Care Solutions Holding, Inc. Stock
Incentive Plan.

          (hh) "Preferred Stock" means the Company's Series A Convertible
Preferred Stock, and such other securities as may be substituted for Preferred
Stock pursuant to Section 12 hereof

          (ii) "Prime Rate" shall mean the rate from time to time published in
the "Money Rates" section of The Wall Street Journal as being the "Prime Rate"
(or, if more than one rate is published as the Prime Rate, then the highest of
such rates).

          (jj) "Prior Options" means those options held by Participants prior to
the closing of the transactions contemplated by the MPTC Merger Agreement that
were replaced by the Rollover Options pursuant to the terms and conditions of
the MPTC Merger Agreement.


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          (kk) "QPO Date" means the effective date of the registration statement
for the Qualified Public Offering.

          (ll) "Qualified Member" means a member of the Committee who is a
"Non-Employee Director" within the meaning of Rule 16b-3 and an "outside
director" within the meaning of Regulation 1.162-27(c) under Code Section
162(m).

          (mm) "Qualified Public Offering" shall have the meaning ascribed to
such term in the Restated Certificate of Incorporation of the Company.

          (nn) "Repurchase Price" means:

               (i) on or following a Participant's termination of employment or
     service, as applicable, other than by the Employer for Cause, an amount
     equal to the Fair Market Value of the Stock on the date of repurchase; or

               (ii) on or following a Participant's termination of employment or
     service, as applicable, by the Employer for Cause, the lesser of (A) the
     original purchase price paid for such shares of Stock, and (B) the Fair
     Market Value of the Stock on the date of repurchase.

          (oo) "Restricted Stock" means Stock granted to a Participant under
Section 7 hereof that is subject to certain restrictions and to a risk of
forfeiture.

          (pp) "Restricted Stock Agreement" means a written agreement between
the Company and a Participant evidencing the terms and conditions of an
individual Restricted Stock grant.

          (qq) "Rollover Restricted Preferred Stock" means Preferred Stock
granted to a Participant pursuant to Section 8 hereof to replace Prior Options
and that is subject to certain restrictions and to a risk of forfeiture.

          (rr) "Rollover Restricted Preferred Stock Agreement" means a written
agreement between the Company and a Participant evidencing the terms and
conditions of an individual Rollover Restricted Preferred Stock grant.

          (ss) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

          (tt) "Securities Act" means the Securities Act of 1933, as amended
from time to time, including rules thereunder and successor provisions and rules
thereto.

          (uu) "Stock" means:

               (i) With respect to all Awards other than the Rollover Restricted
     Preferred Stock, the Common Stock; and


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               (ii) With respect to the Rollover Restricted Preferred Stock, the
     Preferred Stock.

          (vv) "Stockholders' Agreement" means that certain Stockholders'
Agreement by and among the Company and certain stockholders of the Company dated
as of the Closing Date.

          (ww) "Time Vested Option" means an Option subject to the vesting
schedule provided in Section 6(e)(ii) below.

          (xx) "Time Vested Restricted Stock" means Restricted Stock subject to
the vesting schedule provided in Section 7(c)(ii) below.

          (yy) "Warburg Exit Percentage" means:

               (i) in the case of a Liquidity Event, a percentage equal to 100
     multiplied by the quotient of (A) the aggregate amount of equity securities
     of the Company that the Warburg Investors sell in connection with such
     Liquidity Event (determined on a fully diluted basis), divided by (B) the
     aggregate amount of equity securities of the Company acquired by the
     Warburg Investors on the Closing, in each case, as adjusted for changes in
     capitalization; and

               (ii) in the case of a Change in Control, 100% less the sum of
     each Warburg Exit Percentage applicable to any Liquidity Event occurring
     prior to such Change in Control.

          (zz) "Warburg Investors" means, collectively, Warburg Pincus Private
Equity IX, L.P. and any other related fund of Warburg Pincus & Co. that holds
equity securities of Holdings.

     3.   ADMINISTRATION.

          (a) Authority of the Committee. Except as otherwise provided below,
the Plan shall be administered by the Committee. The Committee shall have full
and final authority, in each case subject to and consistent with the provisions
of the Plan, to (i) select Eligible Persons to become Participants; (ii) grant
Awards; (iii) determine the type, number, and other terms and conditions of, and
all other matters relating to, Awards; (iv) prescribe Award agreements (which
need not be identical for each Participant) and rules and regulations for the
administration of the Plan; (v) construe and interpret the Plan and Award
agreements and correct defects, supply omissions, or reconcile inconsistencies
therein; and (vi) make all other decisions and determinations as the Committee
may deem necessary or advisable for the administration of the Plan. The
foregoing notwithstanding, the Board shall perform the functions of the
Committee for purposes of granting Awards under the Plan to non-employee
directors. In any case in which the Board is performing a function of the
Committee under the Plan, each reference to the Committee herein shall be deemed
to refer to the Board, except where the context otherwise requires. Any action
of the Committee shall be final, conclusive and binding on all persons,
including, without limitation, the Company, its Affiliates, Eligible Persons,
Participants and beneficiaries of Participants.


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          (b) Manner of Exercise of Committee Authority. At any time that a
member of the Committee is not a Qualified Member, (i) any action of the
Committee relating to an Award intended by the Committee to qualify as
"performance-based compensation" within the meaning of Section 162(m) of the
Code and regulations thereunder may be taken by a subcommittee, designated by
the Committee or the Board, composed solely of two or more Qualified Members;
and (ii) any action relating to an Award granted or to be granted to a
Participant who is then subject to Section 16 of the Exchange Act in respect of
the Company may be taken either by such a subcommittee or by the Committee but
with each such member who is not a Qualified Member abstaining or recusing
himself or herself from such action, provided that, upon such abstention or
recusal, the Committee remains composed of two or more Qualified Members. Such
action, authorized by such a subcommittee or by the Committee upon the
abstention or recusal of such non-Qualified Member(s), shall be the action of
the Committee for purposes of the Plan. The express grant of any specific power
to the Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee.

          (c) Delegation. The Committee may delegate to officers or employees of
the Company or any of its Affiliates, or committees thereof, the authority,
subject to such terms as the Committee shall determine, to perform such
functions, including but not limited to administrative functions, as the
Committee may determine appropriate. The Committee may appoint agents to assist
it in administering the Plan. Notwithstanding the foregoing or any other
provision of the Plan to the contrary, any Award granted under the Plan to any
person or entity who is not an employee of the Company or any of its Affiliates
shall be expressly approved by the Committee.

          (d) Section 409A. The Committee shall take into account compliance
with Section 409A of the Code in connection with any grant of an Award under the
Plan, to the extent applicable.

     4.   SHARES AVAILABLE UNDER THE PLAN.

          (a) Number of Shares Available for Delivery. Subject to adjustment as
provided in Section 12 hereof, the total number of shares of (i) Common Stock
reserved and available for delivery in connection with Awards under the Plan
other than Rollover Restricted Preferred Stock shall be 24,680,176, and (ii)
Preferred Stock reserved and available for delivery in connection Rollover
Restricted Preferred Stock shall be 3,167,325. Shares of Stock delivered under
the Plan shall consist of authorized and unissued shares or previously issued
shares of Stock reacquired by the Company on the open market or by private
purchase.

          (b) Share Counting Rules. The Committee may adopt reasonable counting
procedures to ensure appropriate counting, avoid double counting (as, for
example, in the case of tandem or substitute awards) and make adjustments if the
number of shares of Stock actually delivered differs from the number of shares
previously counted in connection with an Award. To the extent that an Award
other than Rollover Restricted Preferred Stock expires or is canceled,
forfeited, settled in cash or otherwise terminated or concluded without a
delivery to the Participant of the full number of shares to which the Award
related, the undelivered shares will again be available for Awards. Shares
withheld in payment of the exercise price or taxes relating


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to an Award other than Rollover Restricted Preferred Stock and shares equal to
the number surrendered in payment of any exercise price or taxes relating to an
Award other than Rollover Restricted Preferred Stock shall be deemed to
constitute shares not delivered to the Participant and shall be deemed to again
be available for Awards under the Plan; provided, however, that, where shares
are withheld or surrendered more than ten years after the date of the most
recent stockholder approval of the Plan or any other transaction occurs that
would result in shares becoming available under this Section 4(b), such shares
shall not become available if and to the extent that it would constitute a
material revision of the Plan subject to stockholder approval under then
applicable rules of the national securities exchange on which the Stock is
listed or the Nasdaq National Market System, as applicable.

     5.   ELIGIBILITY; LIMITATIONS ON AWARDS.

          (a) Grants to Eligible Persons. Awards may be granted under the Plan
only to Eligible Persons.

          (b) 162(m) Limitation. Subject to Section 12 relating to adjustments,
no Eligible Person who is an employee of the Employer shall be eligible to be
granted Awards covering more than 8,000,000 shares of Stock during any calendar
year. This subsection (b) shall not apply prior to the IPO Date and, following
the IPO Date, this subsection (b) shall not apply until (i) the earliest of: (1)
the first material modification of the Plan (including any increase in the
number of shares of Stock reserved for issuance under the Plan other than in
accordance with Section 12 hereof); (2) the issuance of all of the shares of
Stock reserved for issuance under the Plan; (3) the expiration of the Plan; or
(4) the first meeting of stockholders at which directors are to be elected that
occurs after the close of the third calendar year following the calendar year in
which occurred the first registration of an equity security under Section 12 of
the Exchange Act; or (ii) such other date required by Section 162(m) of the Code
and the rules and regulations promulgated thereunder.

     6.   OPTIONS.

          (a) General. Options granted hereunder shall be in such form and shall
contain such terms and conditions as the Committee shall deem appropriate. The
provisions of separate Options shall be set forth in an Option Agreement, which
agreements need not be identical.

          (b) Term. The term of each Option shall be set by the Committee at the
time of grant; provided, however, that no Option granted hereunder shall be
exercisable after the expiration of ten (10) years from the date it was granted.

          (c) Exercise Price. The exercise price per share of Stock for each
Option shall be set by the Committee at the time of grant but shall not be less
than the Fair Market Value of a share of Stock on the date of grant.

          (d) Payment for Stock. Payment for shares of Stock acquired pursuant
to Options granted hereunder shall be made in full, upon exercise of the
Options: (i) in immediately available funds in United States dollars, or by
certified or bank cashier's check; (ii) by surrender to the Company of shares of
Stock which (A) have been held by the Participant for at least six-


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months, or (B) were acquired from a person other than the Company; (iii) by a
combination of (i) and (ii); or (iv) by any other means approved by the
Committee. Anything herein to the contrary notwithstanding, the Company shall
not directly or indirectly extend or maintain credit, or arrange for the
extension of credit, in the form of a personal loan to or for any director or
executive officer of the Company through the Plan in violation of Section 402 of
the Sarbanes-Oxley Act of 2002 ("Section 402 of SOX"), and to the extent that
any form of payment would, in the opinion of the Company's counsel, result in a
violation of Section 402 of SOX, such form of payment shall not be available.

          (e) Vesting.

               (i) General. Options shall vest and become exercisable in such
     manner, on such date or dates, or upon the achievement of performance or
     other conditions, in each case, as set forth in subsections (ii) or (iii)
     below, or as may otherwise be determined by the Committee and set forth in
     the Option Agreement; provided, however, that notwithstanding any such
     vesting dates, the Committee may in its sole discretion accelerate the
     vesting of any Option, which acceleration shall not affect the terms and
     conditions of any such Option other than with respect to vesting. Unless
     otherwise specifically determined by the Committee, the vesting of an
     Option shall occur only while the Participant is employed or rendering
     services to the Employer, and all vesting shall cease upon a Participant's
     termination of employment or services with the Employer for any reason. If
     an Option is exercisable in installments, such installments or portions
     thereof which become exercisable shall remain exercisable until the Option
     expires.

               (ii) Time Vested Options. Subject to a Participant's continued
     employment or service, as applicable, with the Employer, twenty five
     percent (25%) of a Participant's Time Vested Options shall vest on the one
     (1) year anniversary of the date of grant, and the remaining seventy five
     percent (75%) of the Time Vested Options shall vest pro rata on each
     monthly anniversary of the date of grant over the subsequent three (3) year
     period following such one (1) year anniversary of the date of grant.

               (iii) Exit Vested Options. Subject to a Participant's continued
     employment or service, as applicable, with the Employer through the date of
     the Exit Event, for each whole percentage that the internal rate of return
     achieved by the Warburg Investors in connection with such Exit Event
     exceeds twenty percent (20%), a number of such Participant's Exit Vested
     Options shall vest on such Exit Event equal to ten percent (10%) of the
     Exit Vested Options granted to such Participant multiplied by the Warburg
     Exit Percentage. For purposes of the preceding sentence, the actual
     internal rate of return achieved by the Warburg Investors shall be rounded
     up or down to the nearest whole percentage. All Exit Vested Options which
     have not otherwise vested in accordance with this subsection (iii) in
     connection with a Change in Control (or have previously vested upon a prior
     Exit Event) shall expire as of the date of such Change in Control.

          (f) Transferability of Options. An Option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Participant only by the Participant.
Notwithstanding the foregoing, Options shall be transferable


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to the extent provided in the Option Agreement or otherwise determined by the
Committee; provided, however, that no Rollover Option shall be transferable
unless the Prior Option it replaces was transferable pursuant to the terms of
the Prior Option.

          (g) Termination of Employment or Service. Except as may otherwise be
provided by the Committee in the Option Agreement:

               (i) If prior to the Expiration Date, a Participant's employment
     or service, as applicable, with the Employer terminates for any reason
     other than (A) by the Employer for Cause, or (B) by reason of the
     Participant's death or Disability, (1) all vesting with respect to the
     Options shall cease, (2) any unvested Options shall expire as of the date
     of such termination, and (3) any vested Options shall remain exercisable
     until the earlier of the Expiration Date or the date that is ninety (90)
     days after the date of such termination.

               (ii) If prior to the Expiration Date, a Participant's employment
     or service, as applicable, with the Employer terminates by reason of such
     Participant's death or Disability, (A) all vesting with respect to the
     Options shall cease, (B) any unvested Options shall expire as of the date
     of such termination, and (C) any vested Options shall expire on the earlier
     of the Expiration Date or the date that is twelve (12) months after the
     date of such termination due to death or Disability of the Participant. In
     the event of a Participant's death, the Options shall remain exercisable by
     the person or persons to whom a Participant's rights under the Options pass
     by will or the applicable laws of descent and distribution until its
     expiration, but only to the extent the Options were vested by such
     Participant at the time of such termination due to death.

               (iii) If prior to the Expiration Date, a Participant's employment
     or service, as applicable, with the Employer is terminated by the Employer
     for Cause, all Options (whether or not vested) shall immediately expire as
     of the date of such termination.

     7.   RESTRICTED STOCK.

          (a) General. Restricted Stock granted hereunder shall be in such form
and shall contain such terms and conditions as the Committee shall deem
appropriate. The terms and conditions of each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement, which agreements need not be
identical. Subject to the restrictions set forth in Section 7(b) and Section 10
below, except as otherwise set forth in the applicable Restricted Stock
Agreement, the Participant shall generally have the rights and privileges of a
stockholder as to such Restricted Stock, including the right to vote such
Restricted Stock. At the discretion of the Committee, cash dividends and stock
dividends, if any, with respect to the Restricted Stock may be either currently
paid to the Participant or withheld by the Company for the Participant's
account, in which case, unless otherwise provided in a Participant's Restricted
Stock Agreement, such cash dividends or stock dividends so withheld shall be
subject to forfeiture to the same degree as the shares of Restricted Stock to
which they relate. Except as otherwise determined by the Committee, no interest
will accrue or be paid on the amount of any cash dividends withheld.


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          (b) Restrictions on Transfer. In addition to any other restrictions
set forth in a Participant's Restricted Stock Agreement, until such time that
the Restricted Stock has vested pursuant to the terms of the Restricted Stock
Agreement, the Participant shall not be permitted to sell, transfer, pledge, or
otherwise encumber the Restricted Stock. Notwithstanding anything contained
herein to the contrary, the Committee shall have the authority to remove any or
all of the restrictions on the Restricted Stock whenever it may determine that,
by reason of changes in applicable laws or other changes in circumstances
arising after the date of the Restricted Stock Award, such action is
appropriate.

          (c) Vesting.

               (i) General. Restricted Stock shall vest and become exercisable
     in such manner, on such date or dates, or upon the achievement of
     performance or other conditions, in each case, as set forth in subsections
     (ii) and (iii) below, or as may otherwise be determined by the Committee
     and set forth in the Restricted Stock Agreement; provided, however, that
     notwithstanding any such vesting dates, the Committee may in its sole
     discretion accelerate the vesting of the Restricted Stock, which
     acceleration shall not affect the terms and conditions of any such
     Restricted Stock other than with respect to vesting. Unless otherwise
     specifically determined by the Committee, the vesting of Restricted Stock
     shall occur only while the Participant is employed or rendering services to
     the Employer, and all vesting shall cease upon a Participant's termination
     of employment or services with the Employer for any reason.

               (ii) Time Vested Restricted Stock. Subject to a Participant's
     continued employment or service, as applicable, with the Employer, twenty
     five percent (25%) of a Participant's Time Restricted Stock shall vest on
     the one (1) year anniversary of the date of grant, and the remaining
     seventy five percent (75%) of the Time Vested Restricted Stock shall vest
     pro rata on each monthly anniversary of the date of grant over the
     subsequent three (3) year period following such one (1) year anniversary of
     the date of grant.

               (iii) Exit Vested Restricted Stock. Subject to a Participant's
     continued employment or service, as applicable, with the Employer through
     the date of the Exit Event, for each whole percentage that the internal
     rate of return achieved by the Warburg Investors in connection with such
     Exit Event exceeds twenty percent (20%), a number of such Participant's
     Exit Vested Restricted Stock shall vest on such Exit Event equal to ten
     percent (10%) of the Exit Vested Restricted Stock granted to such
     Participant multiplied by the Warburg Exit Percentage. For purposes of the
     preceding sentence, the actual internal rate of return achieved by the
     Warburg Investors shall be rounded up or down to the nearest whole
     percentage. All Exit Vested Restricted Stock which has not otherwise vested
     in accordance with this subsection (iii) in connection with a Change in
     Control (or have previously vested upon a prior Exit Event) shall be
     forfeited without further consideration as of the date of such Change in
     Control.

          (d) Certificates. Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Stock are registered in the name of the Participant, the
Committee may require that such certificates bear


                                       11

<PAGE>

an appropriate legend referring to the terms, conditions and restrictions
applicable to such Restricted Stock, that the Company retain physical possession
of the certificates, and that the Participant deliver a stock power to the
Company, endorsed in blank, relating to the Restricted Stock. Notwithstanding
the foregoing, the Committee may determine, in its sole discretion, that the
Restricted Stock shall be held in book entry form rather than delivered to the
Participant pending the release of the applicable restrictions.

          (e) Termination of Employment or Service. Except as may otherwise be
provided by the Committee in the Restricted Stock Agreement, if, prior to the
time that the Restricted Stock has vested, a Participant's employment or
service, as applicable, terminates for any reason, (i) all vesting with respect
to the Restricted Stock shall cease, and (ii) as soon as practicable following
such termination, the Company shall repurchase from the Participant, and the
Participant shall sell, any unvested shares of Restricted Stock at a purchase
price equal to the original purchase price paid for the Restricted Stock, or if
the original purchase price is equal to $0, such unvested shares of Restricted
Stock shall be forfeited by the Participant to the Company for no consideration
as of the date of such termination.

     8.   ROLLOVER RESTRICTED PREFERRED STOCK

          (a) General. Rollover Restricted Preferred Stock granted hereunder
shall be in such form and shall contain such terms and conditions as the
Committee shall deem appropriate. The terms and conditions of each Restricted
Stock grant shall be evidenced by a Rollover Restricted Preferred Stock
Agreement, which agreements need not be identical. Subject to the restrictions
set forth in Section 8(c) and Section 10 below, except as otherwise set forth in
the applicable Restricted Stock Agreement, the Participant shall generally have
the rights and privileges of a stockholder as to such Rollover Restricted
Preferred Stock, including the right to vote such Rollover Restricted Preferred
Stock. At the discretion of the Committee, cash dividends and stock dividends,
if any, with respect to the Rollover Restricted Preferred Stock may be either
currently paid to the Participant or withheld by the Company for the
Participant's account, in which case, unless otherwise provided in a
Participant's Rollover Restricted Preferred Stock Agreement, such cash dividends
or stock dividends so withheld shall be subject to forfeiture to the same degree
as the shares of Rollover Restricted Preferred Stock to which they relate.
Except as otherwise determined by the Committee, no interest will accrue or be
paid on the amount of any cash dividends withheld.

          (b) Restrictions on Transfer. In addition to any other restrictions
set forth in a Participant's Rollover Restricted Preferred Stock Agreement,
until such time that the Rollover Restricted Preferred Stock has vested pursuant
to the terms of the Rollover Restricted Preferred Stock Agreement, the
Participant shall not be permitted to sell, transfer, pledge, or otherwise
encumber the Rollover Restricted Preferred Stock. Notwithstanding anything
contained herein to the contrary, the Committee shall have the authority to
remove any or all of the restrictions on the Rollover Restricted Preferred Stock
whenever it may determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the date of the Rollover Restricted
Preferred Stock Award, such action is appropriate.

          (c) Vesting. Rollover Restricted Preferred Stock shall vest and become
exercisable in such manner, on such date or dates, or upon the achievement of
performance or


                                       12

<PAGE>

other conditions, in each case, as set forth in the Restricted Stock Agreement,
which shall provide for the same vesting schedule as the Prior Option it
replaces; provided, however, that if such Prior Option vested upon achievement
of EBITDA or other financial targets, such targets shall be appropriately
adjusted to reference the financial performance of the Company or appropriate
division or subsidiary thereof. Notwithstanding the foregoing, the Committee may
in its sole discretion accelerate the vesting of the Rollover Restricted
Preferred Stock, which acceleration shall not affect the terms and conditions of
any such Rollover Restricted Preferred Stock other than with respect to vesting.
Unless otherwise specifically determined by the Committee, the vesting of
Rollover Restricted Preferred Stock shall occur only while the Participant is
employed or rendering services to the Employer, and all vesting shall cease upon
a Participant's termination of employment or services with the Employer for any
reason.

          (d) Certificates. Rollover Restricted Preferred Stock granted under
the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Rollover Restricted Preferred Stock are registered in
the name of the Participant, the Committee may require that such certificates
bear an appropriate legend referring to the terms, conditions and restrictions
applicable to such Rollover Restricted Preferred Stock, that the Company retain
physical possession of the certificates, and that the Participant deliver a
stock power to the Company, endorsed in blank, relating to the Rollover
Restricted Preferred Stock. Notwithstanding the foregoing, the Committee may
determine, in its sole discretion, that the Rollover Restricted Preferred Stock
shall be held in book entry form rather than delivered to the Participant
pending the release of the applicable restrictions.

          (e) Termination of Employment or Service. Except as may otherwise be
provided by the Committee in the Rollover Restricted Preferred Stock Agreement,
if, prior to the time that the Restricted Stock has vested, a Participant's
employment or service, as applicable, terminates for any reason, (i) all vesting
with respect to the Rollover Restricted Preferred Stock shall cease, and (ii) as
soon as practicable following such termination, the Company shall repurchase
from the Participant, and the Participant shall sell, any unvested shares of
Rollover Restricted Preferred Stock at a purchase price equal to the original
purchase price paid for the Restricted Stock, or if the original purchase price
is equal to $0, such unvested shares of Rollover Restricted Preferred Stock
shall be forfeited by the Participant to the Company for no consideration as of
the date of such termination.

          (f) Indemnification Agreement. Notwithstanding anything herein to the
contrary, unless waived by the Committee, it shall be a condition to the grant
and vesting of the Rollover Restricted Preferred Stock to a Participant that,
prior to the vesting of the Rollover Restricted Preferred Stock, such
Participant (i) executes and delivers the Former Company Securityholders
Indemnification Agreement to the Company, and (ii) makes any payments to the
Parent Indemnified Parties (as defined in the Former Company Securityholders
Indemnification Agreement) that Participant would have been required by the
Former Company Securityholders Indemnification Agreement to make had Participant
been a securityholder of MPTC Holdings, Inc. immediately prior to the
consummation of the transactions contemplated by the MPTC Merger Agreement,
which payments may be made in cash or, at the election of the Participant, by
reducing the number of shares of Stock otherwise deliverable to the Participant
upon vesting of the Rollover Restricted Preferred Stock by the number of shares
of Rollover Restricted Preferred Stock having an aggregate value equal to the
amount of such payments.


                                       13

<PAGE>

Notwithstanding anything herein to the contrary, for purposes of determining the
value of the Rollover Restricted Preferred Stock for this Section 8(f) only, the
Rollover Restricted Preferred Stock shall be valued at the Stated Value (as
defined in the Company's Restated Certificate of Incorporation executed on
September 30, 2005).

          (g) Tax Withholding. Notwithstanding the provisions of Section 17,
unless otherwise approved by the Committee at the time of vesting, upon vesting
of any Rollover Restricted Preferred Stock prior to the IPO Date, shares of
Preferred Stock shall be used to satisfy applicable tax withholding
requirements, with such shares shall be valued at their Fair Market Value as of
the vesting date of the Rollover Restricted Preferred Stock.

     9.   OTHER STOCK-BASED AWARDS.

          The Committee is authorized, subject to limitations under applicable
law, to grant to Participants such other Awards that may be denominated or
payable in, valued in whole or in part by reference to, or otherwise based on,
or related to, Stock, as deemed by the Committee to be consistent with the
purposes of the Plan.

     10.  RESTRICTIONS ON STOCK.

          (a) Prohibition on Transfers. Except as otherwise approved by the
Committee, or pursuant to subsections (b) through (d) below, shares of Stock
acquired by a Participant pursuant to vesting and/or exercise of any Award
granted hereunder may not be sold, transferred or otherwise disposed of prior to
the one hundred eightieth (180th) day following the QPO Date, or such longer
period imposed by any underwriter managing the Qualified Public Offering on the
Warburg Investors (the "Lock-Up Period"); provided, however, that shares of
Stock may be transferred by a Participant pursuant to a Permitted Transfer. If
requested by the underwriters managing any Qualified Public Offering, each
Participant shall execute a separate agreement to the foregoing effect. The
Company may impose stop-transfer instructions with respect to the Stock (or
securities) subject to the foregoing restriction until the end of such Lock-Up
Period.

          (b) Voting Proxy. As a condition of the grant of any Award hereunder,
each Participant shall grant the Warburg Investors, acting jointly, such
Participant's irrevocable proxy, and shall appoint the Warburg Investors, or any
designee or nominee of the Warburg Investors, as such Participant's
attorney-in-fact (with full power of substitution and resubstitution), for and
in its name, place and stead, to (i) vote or act by written consent with respect
to the Stock (whether or not vested) now or hereafter owned by such Participant
(or any transferee) (including the right to sign his or her name (as a
stockholder) to any consent, certificate or other document relating to the
Company that applicable law may require) in connection with any and all matters,
including, without limitation, the election of directors (other than any
amendment to the Plan that would require stockholder approval), and (ii) if
requested by the underwriters managing any public offering of the Stock, execute
a lock-up agreement containing terms consistent with Section 9(a) of the Plan.
The proxy described in this subsection (b) shall be coupled with an interest and
shall be irrevocable, and each Participant will take such further action or
execute such other instruments as may be necessary to effectuate the intent of
this proxy. The proxy described in this subsection (b) shall terminate upon the
expiration of the Lock-Up Period.


                                       14

<PAGE>

          (c) Drag-Along Rights.

               (i) If the Warburg Investors are proposing to sell to one or more
     third parties fifty percent (50%) or more of the number of Company
     Securities beneficially owned by them on any date of determination, the
     Warburg Investors shall have the right to require each Participant to sell,
     in accordance with the immediately following sentence hereof, all or a
     portion of such Participant's shares of Stock received in connection with
     an Award granted hereunder in such sale. In the event that the Warburg
     Investors require the Participants to sell all or a portion of their shares
     of Stock pursuant to this Section 10(c), such Participants shall be
     required to include in such sale an amount of shares of Stock equal to the
     aggregate number of shares of Stock owned by such Participant as of the
     date of the proposed sale multiplied by a fraction, the numerator of which
     shall be the number of Company Securities that the Warburg Investors is
     proposing to sell in such sale, and the denominator of which is the
     aggregate number of Company Securities owned by the Warburg Investors, in
     each case, as of the date of the proposed sale. A Participant required to
     sell any shares of Stock pursuant to this Section 10(c), shall be entitled
     to receive in exchange therefor the purchase price per share of Stock
     received by the Warburg Investors with respect to shares of Stock in such
     transaction (less, in the case of options, warrants or other convertible
     securities, the exercise or purchase price thereof), and shall otherwise
     participate in such transaction on other terms and conditions not less
     favorable to such Participant than those applicable to the Warburg
     Investors.

               (ii) To exercise the rights granted under this Section 10(c), the
     Warburg Investors shall give each other Participant a written notice, not
     less than fifteen (15) days prior to the proposed sale, containing (i) the
     name and address of the proposed transferee(s) and (ii) the proposed
     purchase price with respect to the shares of Stock, terms of payment and
     other material terms and conditions of the offer of the proposed
     transferee(s), including the expected closing date of the sale. Each
     Participant shall thereafter be obligated to sell his or her shares of
     Stock to the proposed transferee(s) or vote his or her shares of Stock in
     favor of the proposed transaction, as the case may be, in accordance with
     Section 10(c)(i) above.

               (iii) Notwithstanding anything contained in this Section 10(c),
     in the event that all or a portion of the purchase price for the shares of
     Stock being purchased consists of securities and the sale of such
     securities to any Participant would, by virtue of the fact that such
     Participant is not an "accredited investor" (within the meaning of Rule
     501(a) under the Securities Act), require either a registration under the
     Securities Act or the preparation of a disclosure document pursuant to
     Regulation D under the Securities Act (or any successor regulation) or a
     similar provision of any state securities law, then, at the option of the
     Warburg Investors, any one or more of such Participants may receive, in
     lieu of such securities, the Fair Market Value of such securities in cash,
     as determined in good faith by the Board.

               (iv) For these purposes of this Section 10(c), the term "Stock"
     shall be deemed to include any warrants, options or other convertible
     securities to acquire shares of Stock.


                                       15

<PAGE>

          (d) Repurchase Rights Upon Termination of Employment.

               (i) If, prior to the QPO Date, a Participant's employment or
     service with the Employer terminates for any reason then, during the period
     commencing on the date of such termination and ending on the QPO Date, in
     addition to any repurchase right of the Company with respect to unvested
     shares of Restricted Stock as provided in Section 7 above, the Company
     shall have the right to repurchase the shares of Stock received pursuant to
     Awards granted hereunder at a per share price equal to the Repurchase Price
     (the "Repurchase Right"). The Repurchase Right shall be exercisable upon
     written notice to a Participant indicating the number of shares of Stock to
     be repurchased and the date on which the repurchase is to be effected, such
     date to be not more than thirty (30) days after the date of such notice.
     The certificates representing the shares of Stock to be repurchased shall
     be delivered to the Company prior to the close of business on the date
     specified for the repurchase.

               (ii) If the Company exercises the Repurchase Right following a
     Participant's termination of employment or service, as applicable, by the
     Employer without Cause, by reason of such Participant's death or
     Disability, or by such Participant for "good reason" pursuant to such
     Participant's employment agreement with the employer (but only to the
     extent "good reason" is defined under such employment agreement), the
     aggregate Repurchase Price shall be paid in a lump-sum at the time of
     repurchase.

               (iii) If the Company exercises the Repurchase Right following a
     Participant's termination of employment or service, as applicable, (A) by
     the Employer for Cause or (B) by such Participant for any reason (other
     than for "good reason," if applicable), the Company shall be permitted to
     issue a promissory note equal to the aggregate Repurchase Price in lieu of
     a cash payment; provided, however, that such promissory note shall have a
     maturity date that does not exceed three (3) years from the date of such
     repurchase, shall bear simple interest of not less than the Prime Rate in
     effect on the date of such repurchase, and shall be payable as to interest
     in equal monthly installments during the term of the note and as to
     principal on the maturity date. The Company shall be permitted to assign
     the Repurchase Right to the Warburg Investors or any of its Affiliates that
     are stockholders of the Company at the time of such assignment.

          (e) Stockholders' Agreement. Notwithstanding anything contained in
this Section 10 to the contrary, if a Participant is a party to the
Stockholders' Agreement, the provisions of this Section 10 shall be disregarded
with respect to such Participant and the provisions of the Stockholders'
Agreement shall instead govern and control.

     11.  COMPETITIVE ACTIVITIES

          Notwithstanding anything contained in the Plan to the contrary, in the
event that a Participant engages in any Competitive Activity during the term of
such Participant's employment or service with the Employer or during the six (6)
month period following such Participant's termination of employment or service
with the Employer for any reason, the Committee may determine, in its sole
discretion, to (a) require all Awards held by such


                                       16

<PAGE>

Participant to be immediately forfeited and returned to the Company without
additional consideration, (b) require all shares of Stock acquired upon the
exercise or vesting of Awards within the twelve (12) month period prior to the
date of such Competitive Activity to be immediately forfeited and returned to
the Company without additional consideration, and (c) to the extent that such
Participant received any profit from the sale of an Award or the Stock
underlying an Award within the twelve (12) month period prior to the date of
such Competitive Activity, require that such Participant promptly repay to the
Company any profit received pursuant to such sale. This Section 11 shall not
apply to Awards which are Rollover Options.

     12.  ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.

          (a) Capitalization Adjustments. The aggregate number of shares of
Stock which may be granted or purchased pursuant to Awards granted hereunder,
the number of shares of Stock covered by each outstanding Award, and the price
per share thereof in each such Award shall be equitably and proportionally
adjusted or substituted, as determined by the Committee in good faith and in its
sole discretion, as to the number, price or kind of a share of Stock or other
consideration subject to such Awards or as otherwise determined by the Committee
in good faith to be fair and equitable (i) in the event of changes in the
outstanding Stock or in the capital structure of the Company by reason of stock
dividends, stock splits, reverse stock splits, recapitalizations,
reorganizations, mergers, consolidations, combinations, exchanges, or other
relevant changes in capitalization occurring after the date of grant of any such
Award; (ii) in the event of any change in applicable laws or any change in
circumstances which results in or would result in any substantial dilution or
enlargement of the rights granted to, or available for, Participants in the
Plan; or (iii) for any other reason which the Committee determines, in its sole
discretion and acting in good faith, to otherwise warrant equitable adjustment.

          (b) Corporate Events. Notwithstanding the foregoing, except as may
otherwise be provided in an Award agreement, in the event of (i) a merger or
consolidation involving the Company in which the Company is not the surviving
corporation; (ii) a merger or consolidation involving the Company in which the
Company is the surviving corporation but the holders of shares of Stock receive
securities of another corporation and/or other property, including cash; (iii) a
Change in Control; or (iv) the reorganization or liquidation of the Company
(each, a "Corporate Event"), in lieu of providing the adjustment set forth in
subsection (a) above, the Committee may, in its discretion, provide that all
outstanding Awards shall terminate as of the consummation of such Corporate
Event, and provide that holders of Awards will receive a payment in respect of
cancellation of their Awards based on the amount of the per share consideration
being paid for the Stock in connection with such Corporate Event, and in the
case of Options and other Awards with an exercise price or similar provision,
less the applicable exercise price; provided, however, if the Corporate Event is
a Change in Control, holders of Exit Vested Options and/or shares of Exit Vested
Restricted Stock shall only be entitled to receive payment in respect of
cancellation of Exit Vested Options that have either previously vested or would
otherwise vest pursuant to Section 6(e)(iii) above or Section 7(c)(iii) above,
as applicable, in connection with such Change in Control, and any Exit Vested
Options and/or shares of Exit Vested Restricted Stock which have not previously
vested and would not vest as a result of such Change in Control shall be
forfeited and cancelled without additional consideration paid to such holder.
Payments to holders pursuant to the preceding sentence shall be made in cash,
or, in the sole discretion of the Committee, in such other consideration
necessary for a holder of an Award


                                       17

<PAGE>

to receive property, cash or securities as such holder would have been entitled
to receive upon the occurrence of the transaction if the holder had been,
immediately prior to such transaction, the holder of the number of shares of
Stock covered by the Award at such time.

          (c) Fractional Shares. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to an
Award.

     13.  USE OF PROCEEDS.

          The proceeds received from the sale of Stock pursuant to the Plan
shall be used for general corporate purposes.

     14.  RIGHTS AND PRIVILEGES AS A STOCKHOLDER.

          Except as otherwise specifically provided in the Plan, no person shall
be entitled to the rights and privileges of stock ownership in respect of shares
of Stock which are subject to Awards hereunder until such shares have been
issued to that person.

     15.  EMPLOYMENT OR SERVICE RIGHTS.

          No individual shall have any claim or right to be granted an Award
under the Plan or, having been selected for the grant of an Award, to be
selected for a grant of any other Award. Neither the Plan nor any action taken
hereunder shall be construed as giving any individual any right to be retained
in the employ or service of the Company or an Affiliate of the Company.

     16.  COMPLIANCE WITH LAWS.

          The obligation of the Company to make payment of Awards in Stock or
otherwise shall be subject to all applicable laws, rules, and regulations, and
to such approvals by governmental agencies as may be required. Notwithstanding
any terms or conditions of any Award to the contrary, the Company shall be under
no obligation to offer to sell or to sell and shall be prohibited from offering
to sell or selling any shares of Stock pursuant to an Award unless such shares
have been properly registered for sale pursuant to the Securities Act with the
Securities and Exchange Commission or unless the Company has received an opinion
of counsel, satisfactory to the Company, that such shares may be offered or sold
without such registration pursuant to an available exemption therefrom and the
terms and conditions of such exemption have been fully complied with. The
Company shall be under no obligation to register for sale or resale under the
Securities Act any of the shares of Stock to be offered or sold under the Plan
or any shares of Stock issued upon exercise or settlement of Awards. If the
shares of Stock offered for sale or sold under the Plan are offered or sold
pursuant to an exemption from registration under the Securities Act, the Company
may restrict the transfer of such shares and may legend the Stock certificates
representing such shares in such manner as it deems advisable to ensure the
availability of any such exemption.

     17.  WITHHOLDING OBLIGATIONS.

          As a condition to the exercise or vesting, as applicable, of any
Award, the Committee may require that a Participant satisfy, through deduction
or withholding from any


                                       18

<PAGE>

payment of any kind otherwise due to the Participant, or through such other
arrangements as are satisfactory to the Committee, the minimum amount of all
Federal, state and local income and other taxes of any kind required or
permitted to be withheld in connection with such vesting or exercise. The
Committee, in its discretion, may permit shares of Stock to be used to satisfy
tax withholding requirements and such shares shall be valued at their Fair
Market Value as of the settlement date of the Award; provided, however, that the
aggregate Fair Market Value of the number of shares of Stock that may be used to
satisfy tax withholding requirements may not exceed the minimum statutory
required withholding amount with respect to such Award.

     18.  AMENDMENT OF THE PLAN OR AWARDS.

          (a) Amendment of Plan. The Board at any time, and from time to time,
may amend the Plan; provided, however, that without stockholder approval, the
Board shall not make any amendment to the Plan which would increase the maximum
number of shares of Stock which may be issued pursuant to Awards under the Plan,
except as contemplated by Section 12 hereof, or, following the IPO Date, which
would otherwise violate the stockholder approval requirements of the national
securities exchange on which the Stock is listed or the Nasdaq National Market
System, as applicable.

          (b) No Impairment of Rights. Rights under any Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
the Participant consents in writing.

          (c) Amendment of Stock Awards. The Committee, at any time, and from
time to time, may amend the terms of any one or more Awards; provided, however,
that the rights under any Award shall not be impaired by any such amendment
unless the Participant consents in writing.

     19.  TERMINATION OR SUSPENSION OF THE PLAN.

          The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on the day before the tenth (10th)
anniversary of the date the Plan is adopted by the Board. No Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.

     20.  EFFECTIVE DATE OF THE PLAN.

          The Plan is effective as of the Closing Date.

     21.  MISCELLANEOUS.

          (a) Awards to Participants Outside of the United States. The Committee
may modify the terms of any Award under the Plan made to or held by a
Participant who is then a resident or primarily employed outside of the United
States in any manner deemed by the Committee to be necessary or appropriate in
order that such Award shall conform to laws, regulations and customs of the
country in which the Participant is then a resident or primarily employed, or so
that the value and other benefits of the Award to the Participant, as affected
by foreign tax laws and other restrictions applicable as a result of the
Participant's residence or


                                       19

<PAGE>

employment abroad, shall be comparable to the value of such Award to a
Participant who is a resident or primarily employed in the United States. An
Award may be modified under this Section 21(a) in a manner that is inconsistent
with the express terms of the Plan, so long as such modifications will not
contravene any applicable law or regulation or result in actual liability under
Section 16(b) of the Exchange Act for the Participant whose Award is modified.

          (b) No Liability of Committee Members. No member of the Committee
shall be personally liable by reason of any contract or other instrument
executed by such member or on his or her behalf in his or her capacity as a
member of the Committee nor for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless each member of the Committee and
each other employee, officer or director of the Company to whom any duty or
power relating to the administration or interpretation of the Plan may be
allocated or delegated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim) arising out of any
act or omission to act in connection with the Plan unless arising out of such
person's own fraud or willful bad faith; provided, however, that approval of the
Board shall be required for the payment of any amount in settlement of a claim
against any such person. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's certificate or articles of incorporation or
by-laws, each as may be amended from time to time, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

          (c) Payments Following Accidents or Illness. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his or her affairs because of illness or accident, or is a minor, or
has died, then any payment due to such person or his or her estate (unless a
prior claim therefor has been made by a duly appointed legal representative)
may, if the Committee so directs the Company, be paid to his or her spouse,
child, relative, an institution maintaining or having custody of such person, or
any other person deemed by the Committee to be a proper recipient on behalf of
such person otherwise entitled to payment. Any such payment shall be a complete
discharge of the liability of the Committee and the Company therefor.

          (d) Governing Law. The Plan shall be governed by and construed in
accordance with the internal laws of the State of Delaware without reference to
the principles of conflicts of laws thereof.

          (e) Funding. No provision of the Plan shall require the Company, for
the purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants shall
have no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.


                                       20

<PAGE>

          (f) Reliance on Reports. Each member of the Committee and each member
of the Board shall be fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to act in good faith,
upon any report made by the independent public accountant of the Company and its
Affiliates and upon any other information furnished in connection with the Plan
by any person or persons other than such member.

          (g) Titles and Headings. The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

                                      * * *


                                       21