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                                                                   EXHIBIT 10.14

                          WESTLAKE CHEMICAL CORPORATION

                           2004 OMNIBUS INCENTIVE PLAN


         1. Purpose of the Plan. The Westlake Chemical Corporation 2004 Omnibus
Incentive Plan (the "Plan") of Westlake Chemical Corporation, a Delaware
corporation (the "Company"), is intended to advance the best interests of the
Company and its Subsidiaries by providing certain Employees and Directors of the
Company and its Subsidiaries with additional incentives through the grant of
Options to purchase common stock, par value US $0.01 per share of the Company
("Common Stock"), Stock Appreciation Rights ("SARs"), Restricted Stock, Stock
Units, Cash Awards and/or Performance Awards, thereby increasing the personal
stake of such Employees and Directors in the continued success and growth of the
Company.

         2. Definitions. As used herein, the terms set forth below shall have
the following respective meanings:

                  "Administrator" means (i) prior to the closing date of the
IPO, the Board and (ii) on and after the closing date of the IPO, the Board or a
committee designated by the Board.

                  "Authorized Officer" means the Chief Executive Officer or the
Senior Vice President, Administration of the Company (or any other senior
officer of the Company to whom the Administrator or such Authorized Officer
shall delegate the authority to execute any Award Agreement or to carry out any
actions, duties or other responsibilities under the Plan as may be permitted by
applicable law and directed by the Administrator, where applicable).

                  "Award" means an Employee Award or a Director Award.

                  "Award Agreement" means a written agreement setting forth the
terms, conditions and limitations applicable to an Award, to the extent the
Administrator determines such agreement is necessary.

                  "Board" means the Board of Directors of the Company.

                  "Cash Award" means an Award denominated in cash.

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

                  "Common Stock" means the common stock, par value $0.01 per
share, of the Company.

                  "Company" means Westlake Chemical Corporation, a Delaware
corporation, or any successor thereto.

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                  "Director" means an individual who is a member of the Board
that is not an Employee of the Company or any of its Subsidiaries.

                  "Director Award" means any Option, Stock Appreciation Right or
Stock Award granted, whether singly, in combination or in tandem, to a Director
pursuant to such applicable terms, conditions and limitations as the
Administrator may establish in order to fulfill the objectives of the Plan.

                  "Dividend Equivalents" means an amount equal to all dividends
and other distributions (or the economic equivalent thereof) that are payable by
the Company on one share of Common Stock to stockholders of record, which, in
the discretion of the Administrator, may be awarded (i) in connection with any
Award under the Plan while such Award is outstanding or otherwise subject to a
Restriction Period and on a like number of shares of Common Stock under such
Award or (ii) singly.

                  "Employee" means an employee of the Company or any of its
Subsidiaries and an individual who has agreed to become an Employee of the
Company or any of its Subsidiaries and actually becomes such an Employee within
the following six months.

                  "Employee Award" means any Option, Stock Appreciation Right,
Stock Award or Cash Award (including any Performance Award) granted, whether
singly, in combination or in tandem, to an Employee pursuant to such applicable
terms, conditions and limitations (including treatment as a Performance Award)
as the Administrator may establish in order to fulfill the objectives of the
Plan.

                  "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) (A) if Common Stock is listed on a national securities
exchange, the mean between the highest and lowest sales price per share of the
Common Stock on the consolidated transaction reporting system for the principal
national securities exchange on which shares of Common Stock are listed on that
date, or, if there shall have been no such sale so reported on that date, on the
last preceding date on which such a sale was so reported, or, at the discretion
of the Administrator, the price prevailing on the exchange at the time of
exercise, (B) the mean between the highest and lowest sales price per share of
such Common Stock reported on the consolidated transaction reporting system for
The Nasdaq Stock Market, Inc. or, if there shall have been no such sale so
reported on that date, on the last preceding date on which such a sale was
reported, (C) if Common Stock is not so listed or quoted, the mean between the
closing bid and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such quotations
shall be available, as reported by The Nasdaq Stock Market, Inc., or, if not
reported by The Nasdaq Stock Market, Inc., by the National Quotation Bureau
Incorporated or (D) if Common Stock is not publicly traded, the most recent
value determined by an independent appraiser appointed by the Company for such
purpose, or (ii) if applicable, the price per share as determined in accordance
with the procedures of a third party administrator retained by the Company to
administer the Plan.

                  "Grant Date" means the date an Award is granted to a
Participant pursuant to the Plan. The Grant Date for a substituted award is the
Grant Date of the original award.

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                  "Grant Price" means the price at which a Participant may
exercise his or her right to receive cash or Common Stock, as applicable, under
the terms of an Award.

                  "IPO" means the initial public offering of shares of Common
Stock of the Company (the "IPO").

                  "Incentive Option" means an Option that is intended to comply
with the requirements set forth in Section 422 of the Code.

                  "Nonqualified Option" means an Option that is not an Incentive
Option.

                  "Option" means a right to purchase a specified number of
shares of Common Stock at a specified price.

                  "Participant" means an Employee or Director to whom an Award
has been granted under this Plan.

                  "Performance Award" means an Award made pursuant to this Plan
that is subject to the attainment in the future of one or more Performance
Goals.

                  "Performance Goal" means a standard established by the
Administrator, to determine in whole or in part whether a Performance Award
shall be earned.

                  "Qualified Performance Award" means a Performance Award made
to an Employee that is intended to qualify as qualified performance-based
compensation under Section 162(m) of the Code, as described in Section
7(a)(v)(B) of the Plan.

                  "Restricted Stock" means Common Stock that is restricted or
subject to forfeiture provisions.

                  "Restriction Period" means a period of time beginning as of
the Grant Date of an Award of Restricted Stock and ending as of the date upon
which the Common Stock subject to such Award is no longer restricted or subject
to forfeiture provisions.

                  "Stock Appreciation Right" or "SAR" means a right to receive a
payment, in cash or Common Stock, equal to the excess of the Fair Market Value
or other specified valuation of a specified number of shares of Common Stock on
the date the right is exercised over a specified Grant Price, in each case as
determined by the Administrator.

                  "Stock Award" means an Award in the form of shares of Common
Stock or Stock Units, including an award of Restricted Stock.

                  "Stock Unit" means a unit evidencing the right to receive in
specified circumstances one share of Common Stock (as determined by the
Administrator) granted to either an Employee or a Director.

                  "Subsidiary" means (i) in the case of a corporation, any
corporation of which the Company directly or indirectly owns shares representing
more than 50% of the combined voting


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power of the shares of all classes or series of capital stock of that
corporation that have the right to vote generally on matters submitted to a vote
of the stockholders of that corporation and (ii) in the case of a partnership or
other business entity not organized as a corporation, any such business entity
of which the Company directly or indirectly owns more than 50% of the voting,
capital or profits interests (whether in the form of partnership interests,
membership interests or otherwise).

         3. Eligibility.

                  (a) Employees. Employees eligible for the grant of Employee
         Awards under this Plan are Employees, including Employees that may
         serve as a director of the Company.

                  (b) Directors. Members of the Board eligible for the grant of
         Director Awards under this Plan are those who are Directors.

         4. Common Stock Available for Awards. Subject to the provisions of
Section 14 hereof, there shall be available for Awards under this Plan granted
or payable wholly or partly in Common Stock (including rights that may be
exercised for or settled in Common Stock) an aggregate of 6,327,000 shares, of
which 633,000 shares are available for awards to Directors.

                  The number of shares of Common Stock that are the subject of
Awards under this Plan that are forfeited or terminated, expire unexercised, are
settled in cash in lieu of Common Stock or otherwise in a manner such that all
or some of the shares covered by an Award are not issued to a Participant or are
exchanged for Awards that do not involve Common Stock, shall not be counted
against the aggregate plan maximum or any sublimit set forth above and shall
again immediately become available for Awards hereunder. If the tax withholding
obligation resulting from the settlement of any Award is satisfied by
withholding shares of Common Stock, only the number of shares of Common Stock
issued net of the shares of Common Stock withheld shall be deemed delivered for
purposes of determining usage of shares against the maximum number of shares of
Common Stock available for delivery under the Plan or any sublimit set forth
above. Shares of Common Stock delivered under the Plan as an Award or in
settlement of an Award issued or made (a) upon the assumption, substitution,
conversion or replacement of outstanding awards under a plan or arrangement of
an entity acquired in a merger or other acquisition or (b) as a post-transaction
grant under such a plan or arrangement of an acquired entity shall not reduce or
be counted against the maximum number of shares of Common Stock available for
delivery under the Plan, to the extent that the exemption for transactions in
connection with mergers acquisitions from the shareholder approval requirements
of the New York Stock Exchange for equity compensation plans applies. The
Administrator may from time to time adopt and observe such rules and procedures
concerning the counting of shares against the Plan maximum or any sublimit as it
may deem appropriate, including rules more restrictive than those set forth
above to the extent necessary to satisfy the requirements of any national stock
exchange on which the Common Stock is listed or any applicable regulatory
requirement. The Board and the appropriate officers of the Company are
authorized to take from time to time whatever actions are necessary, and to file
any required documents with governmental authorities, stock exchanges and
transaction reporting systems to ensure that shares of Common Stock are
available for issuance pursuant to Awards.

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         5. Administration.

                  (a) This Plan shall be administered by the Administrator,
         except as otherwise provided herein.

                  (b) Subject to the provisions hereof, the Administrator shall
         have full and exclusive power and authority to administer this Plan and
         to take all actions that are specifically contemplated hereby or are
         necessary or appropriate in connection with the administration hereof.
         The Administrator shall also have full and exclusive power to interpret
         this Plan and to adopt such rules, regulations and guidelines for
         carrying out this Plan as it may deem necessary or proper. The
         Administrator may, in its discretion, provide for the extension of the
         exercisability of an Award, accelerate the vesting or exercisability of
         an Award, eliminate or make less restrictive any restrictions
         applicable to an Award, waive any restriction or other provision of
         this Plan (insofar as such provision relates to Awards) or an Award or
         otherwise amend or modify an Award in any manner that is either (i) not
         adverse to the Participant to whom such Award was granted or (ii)
         consented to by such Participant. Notwithstanding anything herein to
         the contrary, without the prior approval of the Company's stockholders,
         Awards issued under the Plan will not be repriced, replaced or
         regranted through cancellation or by decreasing the exercise price of a
         previously granted Award. The Administrator may make an Award to an
         individual who it expects to become an Employee of the Company or any
         of its Subsidiaries within the next six months, with such award being
         subject to the individual's actually becoming an Employee within such
         time period, and subject to such other terms and conditions as may be
         established by the Administrator. The Administrator may correct any
         defect or supply any omission or reconcile any inconsistency in this
         Plan or in any Award in the manner and to the extent the Administrator
         deems necessary or desirable to further the Plan purposes. Any decision
         of the Administrator, with respect to Awards, in the interpretation and
         administration of this Plan shall lie within its sole and absolute
         discretion and shall be final, conclusive and binding on all parties
         concerned.

                  (c) No member of the Administrator or Authorized Officer of
         the Company to whom the Administrator has delegated authority in
         accordance with the provisions of Section 6 of this Plan shall be
         liable for anything done or omitted to be done by him or her, by any
         member of the Administrator or by any officer of the Company in
         connection with the performance of any duties under this Plan, except
         for his or her own willful misconduct or as expressly provided by
         statute.

         6. Delegation of Authority. Following the authorization of a pool of
cash or shares of Common Stock to be available for Awards, the Administrator may
authorize an Authorized Officer of the Company, if and to the extent permitted
by applicable law, rule or regulation, or a subcommittee of members of the
Administrator to grant individual Employee Awards from such pool pursuant to
such conditions or limitations as the Administrator may establish. The
Administrator may also delegate to an Authorized Officer its administrative
duties under this Plan (excluding its granting authority) pursuant to such
conditions or limitations as the Administrator may establish. The Administrator
may engage or authorize the engagement of a third party administrator to carry
out administrative functions under the Plan.

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         7. Awards.

                  (a) The Administrator shall determine the type or types of
         Awards to be made under this Plan and shall designate from time to time
         the Participants who are to be the recipients of such Awards. Each
         Award may, in the discretion of the Administrator, be embodied in an
         Award Agreement, which shall contain such terms, conditions and
         limitations as shall be determined by the Administrator in its sole
         discretion and, if required by the Administrator, shall be signed by
         the Participant to whom the Award is granted and by an Authorized
         Officer for and on behalf of the Company. Awards may consist of those
         listed in this Section 7(a) and may be granted singly, in combination
         or in tandem. Awards may also be granted in combination or in tandem
         with, in replacement of (subject to Sections 12 and 9(d)), or as
         alternatives to, grants or rights under this Plan or any other plan of
         the Company or any of its Subsidiaries, including the plan of any
         acquired entity. An Award may provide for the grant or issuance of
         additional, replacement or alternative Awards upon the occurrence of
         specified events. All or part of an Award may be subject to conditions
         established by the Administrator, which may include, but are not
         limited to, continuous service with the Company and its Subsidiaries,
         achievement of specific business objectives, items referenced to in
         clause (v) below, and other comparable measurements of performance.
         Upon an Employee's termination of employment, any unexercised,
         deferred, unvested or unpaid Employee Awards shall be treated as set
         forth in the applicable Employee Award Agreement or as otherwise
         specified by the Administrator.

                           (i) Option. An Employee Award may be in the form of
                  an Incentive Option or a Nonqualified Option. A Director Award
                  may be in the form of a Nonqualified Option. The term of the
                  Option shall extend no more than 10 years after the Grant
                  Date. The price at which any share of Common Stock may be
                  purchased on the exercise of any Option will not be less than
                  the Fair Market Value of a share of the Common Stock on the
                  date of grant of that Option. Subject to the foregoing
                  provisions, the terms, conditions and limitations applicable
                  to any Options awarded pursuant to this Plan, including the
                  Grant Price, minimum vesting, the number of shares subject to
                  the Option and the date or dates upon which they become
                  exercisable, shall be determined by the Administrator.

                           (ii) Stock Appreciation Rights. An Award may be in
                  the form of an SAR. SARs may be granted in tandem with an
                  Option or other Award, either at the time of grant or by later
                  amendment thereto, or on a freestanding basis not related to
                  any other Award. The Grant Price of an SAR shall be determined
                  by the Administrator but shall not be less than the Fair
                  Market Value of the Common Stock subject to such SAR on the
                  Grant Date or the Grant Price of a tandem Option to which such
                  SAR relates. The holder of a tandem SAR may elect to exercise
                  either the Option or the SAR, but not both. The exercise
                  period for an SAR shall extend no more than 10 years after the
                  Grant Date. Subject to the foregoing provisions, the terms,
                  conditions and limitations applicable to any SARs awarded to
                  Participants pursuant to this Plan, including the Grant Price,
                  the


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                  term of any SARs and the date or dates upon which they become
                  exercisable, shall be determined by the Administrator.

                           (iii) Stock Award. An Employee Award or Director
                  Award may be in the form of a Stock Award. The terms,
                  conditions and limitations applicable to any Stock Awards
                  granted to Participants pursuant to this Plan shall be
                  determined by the Administrator, subject to the limitations
                  specified below.

                           (iv) Cash Award. An Employee Award may be in the form
                  of a Cash Award. The terms, conditions and limitations
                  applicable to any Cash Awards granted pursuant to this Plan
                  shall be determined by the Administrator.

                           (v) Performance Award. Without limiting the type or
                  number of Employee Awards or Director Awards that may be made
                  under the other provisions of this Plan, an Employee Award or
                  Director Award may be in the form of a Performance Award. The
                  terms, conditions and limitations applicable to any
                  Performance Awards granted to Participants pursuant to this
                  Plan shall be determined by the Administrator, subject to the
                  limitations specified below. The Administrator shall set
                  Performance Goals in its discretion which, depending on the
                  extent to which they are met, will determine the value and/or
                  amount of Performance Awards that will be paid out to the
                  Participant and/or the portion of an Award that may be
                  exercised.

                                    (A) Nonqualified Performance Awards.
                           Performance Awards granted to Employees or Directors
                           that are not intended to qualify as qualified
                           performance-based compensation under Section 162(m)
                           of the Code shall be based on achievement of such
                           Performance Goals and be subject to such terms,
                           conditions and restrictions as the Administrator or
                           its delegate shall determine.

                                    (B) Qualified Performance Awards.
                           Performance Awards granted to Employees under the
                           Plan that are intended to qualify as qualified
                           performance-based compensation under Section 162(m)
                           of the Code shall be paid, vested or otherwise
                           deliverable solely on account of the attainment of
                           one or more pre-established, objective Performance
                           Goals established by the Administrator prior to the
                           earlier to occur of (x) 90 days after the
                           commencement of the period of service to which the
                           Performance Goal relates and (y) the lapse of 25% of
                           the period of service (as scheduled in good faith at
                           the time the goal is established), and in any event
                           while the outcome is substantially uncertain. A
                           Performance Goal is objective if a third party having
                           knowledge of the relevant facts could determine
                           whether the goal is met. Such a Performance Goal may
                           be based on one or more business criteria that apply
                           to the Employee, one or more business units,
                           divisions or sectors of the Company, or the Company
                           as a whole, and if so desired by the Administrator,
                           by comparison with a peer group of companies. A
                           Performance Goal may include one or more of the
                           following: increased revenue; net income measures
                           (including but


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                           not limited to income after capital costs and income
                           before or after taxes); stock price measures
                           (including but not limited to growth measures and
                           total stockholder return); price per share of Common
                           Stock; market share; net earnings; earnings per share
                           (actual or targeted growth); earnings before
                           interest, taxes, depreciation, and amortization
                           ("EBITDA"); earnings before interest, taxes and
                           amortization ("EBITA"); economic value added (or an
                           equivalent metric); market value added; debt to
                           equity ratio; cash flow measures (including but not
                           limited to cash flow per share, cash flow return on
                           capital, cash flow return on tangible capital, net
                           cash flow, net cash flow before financing activities
                           and improvement in or attainment of working capital
                           levels); return measures (including but not limited
                           to return on equity, return on average assets, return
                           on capital, risk-adjusted return on capital, return
                           on investors' capital and return on average equity);
                           operating measures (including operating income, funds
                           from operations, cash from operations, after-tax
                           operating income; net operating profit after tax,
                           sales volumes, operating efficiency, production
                           volumes and production efficiency); expense measures
                           (including but not limited to overhead cost, general
                           and administrative expense and improvement in or
                           attainment of expense levels); margins; stockholder
                           value; proceeds from dispositions; total market
                           value; safety; reliability; productivity; corporate
                           values measures (including ethics compliance,
                           environmental, and safety) and debt reduction.

                                    Unless otherwise stated, such a Performance
                           Goal need not be based upon an increase or positive
                           result under a particular business criterion and
                           could include, for example, maintaining the status
                           quo or limiting economic losses (measured, in each
                           case, by reference to specific business criteria). In
                           interpreting Plan provisions applicable to
                           Performance Goals and Qualified Performance Awards,
                           it is the intent of the Plan to conform with the
                           standards of Section 162(m) of the Code and Treasury
                           Regulation Section 1.162-27(e)(2)(i), as to grants to
                           those Employees whose compensation is, or is likely
                           to be, subject to Section 162(m) of the Code, and the
                           Administrator in establishing such goals and
                           interpreting the Plan shall be guided by such
                           provisions. Prior to the payment of any compensation
                           based on the achievement of Performance Goals
                           applicable to Qualified Performance Awards, the
                           Administrator must certify in writing that applicable
                           Performance Goals and any of the material terms
                           thereof were, in fact, satisfied. Subject to the
                           foregoing provisions, the terms, conditions and
                           limitations applicable to any Qualified Performance
                           Awards made pursuant to this Plan shall be determined
                           by the Administrator.

         (b) Notwithstanding anything to the contrary contained in this Plan,
the following limitations shall apply to any Employee Awards made hereunder:

                  (i) no Participant may be granted, during any calendar year,
         Employee Awards consisting of Options or SARs that are exercisable for
         more than


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         1,500,000 shares of Common Stock (the limitation set forth in this
         clause (b)(i), together with the limitations set forth in clauses
         (b)(ii) below, being hereinafter collectively referred to as the "Stock
         Based Awards Limitations");

                  (ii) no Participant may be issued, during any calendar year,
         more than 1,500,000 shares of Common Stock in connection with Stock
         Awards.

                  (iii) no Participant may be granted Employee Awards consisting
         of Cash Awards that are intended to constitute performance-based awards
         subject to Section 7(a)(v)(B) having a maximum payment value in any
         calendar year in excess of $5,000,000.

         8. Non-United States Participants. The Administrator may grant awards
to persons outside the United States under such terms and conditions as may, in
the judgment of the Administrator, be necessary or advisable to comply with the
laws of the applicable foreign jurisdictions and, to that end, may establish
sub-plans, modified option exercise procedures and other terms and procedures.
Notwithstanding the above, the Administrator may not take any actions hereunder,
and no Awards shall be granted, that would violate the Code, any securities law,
any governing statute, or any other applicable law.

         9. Payment of Awards.

                  (a) General. Payment made to a Participant pursuant to an
         Award may be made in the form of cash or Common Stock, or a combination
         thereof, and may include such restrictions as the Administrator shall
         determine, including, in the case of Common Stock, restrictions on
         transfer and forfeiture provisions. If such payment is made in the form
         of Restricted Stock, the Administrator shall specify whether the
         underlying shares are to be issued at the beginning or end of the
         Restriction Period. In the event that shares of Restricted Stock are to
         be issued at the beginning of the Restriction Period, the certificates
         evidencing such shares (to the extent that such shares are so
         evidenced) shall contain appropriate legends and restrictions that
         describe the terms and conditions of the restrictions applicable
         thereto. In the event that shares of Restricted Stock are to be issued
         at the end of the Restricted Period, the right to receive such shares
         shall be evidenced by book entry account or in such other manner as the
         Administrator may determine.

                  (b) Deferral. With the approval of the Administrator, amounts
         payable in respect of Awards may be deferred and paid either in the
         form of installments or as a lump-sum payment. The Administrator may
         permit selected Participants to elect to defer payments of some or all
         types of Awards or any other compensation otherwise payable by the
         Company in accordance with procedures established by the Administrator
         and may provide that such deferred compensation may be payable in
         shares of Common Stock. Any deferred payment pursuant to an Award,
         whether elected by the Participant or specified by the Award Agreement
         or the terms of the Award or by the Administrator, may be forfeited if
         and to the extent that the Award Agreement or the terms of the Award so
         provide.

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                  (c) Dividends, Earnings and Interest. Rights to dividends or
         Dividend Equivalents may be extended to and made part of any Award,
         subject to such terms, conditions and restrictions as the Administrator
         may establish. The Administrator may also establish rules and
         procedures for the crediting of interest or other earnings on deferred
         cash payments and Dividend Equivalents for Awards.

                  (d) Substitution of Awards. Subject to Sections 12 and 14, at
         the discretion of the Administrator, an Employee may be offered an
         election to substitute an Employee Award for another Employee Award or
         Employee Awards of the same or different type; provided, however, that
         no Option may be granted in exchange or in replacement of an Option
         having a higher exercise price.

         10. Payment of Grant Price. The Grant Price shall be paid in full at
the time of exercise in cash or, if permitted by the Administrator and elected
by the Participant, the Participant may purchase such shares by means of
tendering Common Stock or surrendering another Award valued at Fair Market Value
on the date of exercise, or any combination thereof. The Administrator shall
determine acceptable methods and requirements for Participants to tender Common
Stock or other Awards. The Administrator may provide for procedures to permit
the exercise or purchase of such Awards by use of the proceeds to be received
from the sale of Common Stock issuable pursuant to an Award. The Administrator
may adopt additional rules and procedures regarding the payment of the Grant
Price of Awards from time to time, provided that such rules and procedures are
not inconsistent with the provisions of this Section 10.

                  A Participant desiring to pay the Grant Price of an Option by
tendering Common Stock using the method of attestation may, subject to any such
conditions and in compliance with any such procedures as the Administrator may
adopt, do so by attesting to the ownership of Common Stock of the requisite
value in which case the Company shall issue or otherwise deliver to the
Participant upon such exercise a number of shares of Common Stock subject to the
Option equal to the result obtained by dividing (a) the excess of the aggregate
Fair Market Value of the shares of Common Stock subject to the Option for which
the Option (or portion thereof) is being exercised over the Grant Price payable
in respect of such exercise by (b) the Fair Market Value per share of Common
Stock subject to the Option, and the Participant may retain the shares of Common
Stock the ownership of which is attested.

         11. Taxes. The Company or its designated third party administrator
shall have the right to deduct applicable taxes from any Award payment and
withhold, at the time of delivery or vesting of cash or shares of Common Stock
under this Plan, an appropriate amount of cash or number of shares of Common
Stock or a combination thereof for payment of taxes or other amounts required by
law or to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes. The
Administrator may also permit withholding to be satisfied by a cash payment to
the Company or the transfer to the Company of shares of Common Stock theretofore
owned by the holder of the Award with respect to which withholding is required.
If shares of Common Stock are used to satisfy tax withholding, such shares shall
be valued based on the Fair Market Value when the tax withholding is required to
be made.

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         12. Amendment, Modification, Suspension or Termination of the Plan. The
Board may amend, modify, suspend or terminate this Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law, except that (i) no amendment or alteration that would
adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its
approval by the stockholders of the Company to the extent such approval is
required by applicable legal requirements or the applicable requirements of the
securities exchange on which the Company's Common Stock is listed.

         13. Assignability. Unless otherwise determined by the Administrator and
provided in the Award Agreement or the terms of the Award, no Award or any other
benefit under this Plan shall be assignable or otherwise transferable except by
will, by beneficiary designation or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder. In
the event that a beneficiary designation conflicts with an assignment by will,
the beneficiary designation will prevail. The Administrator may prescribe and
include in applicable Award Agreements or the terms of the Award other
restrictions on transfer. Any attempted assignment of an Award or any other
benefit under this Plan in violation of this Section 13 shall be null and void.

         14. Adjustments.

                  (a) From and after the closing date of the IPO, the existence
         of outstanding Awards shall not affect in any manner the right or power
         of the Company or its stockholders to make or authorize any or all
         adjustments, recapitalizations, reorganizations or other changes in the
         capital stock of the Company or its business or any merger or
         consolidation of the Company, or any issue of bonds, debentures,
         preferred or prior preference stock (whether or not such issue is prior
         to, on a parity with or junior to the existing Common Stock) or the
         dissolution or liquidation of the Company, or any sale or transfer of
         all or any part of its assets or business, or any other corporate act
         or proceeding of any kind, whether or not of a character similar to
         that of the acts or proceedings enumerated above.

                  (b) From and after the closing date of the IPO, in the event
         of any subdivision or consolidation of outstanding shares of Common
         Stock, declaration of a dividend payable in shares of Common Stock or
         other stock split, then (i) the number of shares of Common Stock
         reserved under this Plan and available for issuance pursuant to
         specific types of Awards as described in Section 4, (ii) the number of
         shares of Common Stock covered by outstanding Awards, (iii) the
         appropriate Fair Market Value and other price determinations for such
         Awards, and (iv) the Stock Based Awards Limitations shall each be
         proportionately adjusted by the Administrator as appropriate to reflect
         such transaction. In the event of any other recapitalization or capital
         reorganization of the Company, any consolidation or merger of the
         Company with another Company or entity, the adoption by the Company of
         any plan of exchange affecting Common Stock or any distribution to
         holders of Common Stock of securities or property (other than normal
         cash dividends or dividends payable in Common Stock), the Administrator
         shall make


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<PAGE>

         appropriate adjustments to (x) the number of shares of Common Stock
         reserved under this Plan and (y)(i) the number of shares of Common
         Stock covered by Awards, (ii) the Grant Price or other price in respect
         of such Awards, (iii) the appropriate Fair Market Value and other price
         determinations for such Awards, and (iv) the Stock Based Awards
         Limitations to reflect such transaction; provided that such adjustments
         shall only be such as are necessary to maintain the proportionate
         interest of the holders of the Awards and preserve, without increasing,
         the value of such Awards. In the event of a corporate merger,
         consolidation, acquisition of assets or stock, separation,
         reorganization, or liquidation, the Board shall be authorized (x) to
         assume under the Plan previously granted compensatory awards, or to
         substitute new Awards for previously granted compensatory awards,
         including Awards, as part of such adjustment; (y) to cancel Awards that
         are Options or SARs and give the Participants who are the holders of
         such Awards notice and opportunity to exercise for 30 days prior to
         such cancellation; or (z) to cancel any such Awards and to deliver to
         the Participants cash in an amount that the Board shall determine in
         its sole discretion is equal to the fair market value of such Awards on
         the date of such event, which in the case of Options or SARs shall be
         the excess of the Fair Market Value of Common Stock on such date over
         the exercise or strike price of such Award.

         15. Restrictions. No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. Certificates evidencing shares of
Common Stock delivered under this Plan (to the extent that such shares are so
evidenced) may be subject to such stop transfer orders and other restrictions as
the Administrator may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any securities exchange
or transaction reporting system upon which the Common Stock is then listed or to
which it is admitted for quotation and any applicable federal or state
securities law. The Administrator may cause a legend or legends to be placed
upon such certificates (if any) to make appropriate reference to such
restrictions.

         16. Unfunded Plan. This Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants under this Plan, any
such accounts shall be used merely as a bookkeeping convenience, including
bookkeeping accounts established by a third party administrator retained by the
Company to administer the Plan. The Company shall not be required to segregate
any assets for purposes of this Plan or Awards hereunder, nor shall the Company,
the Board or the Administrator be deemed to be a trustee of any benefit to be
granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to an Award under this Plan shall be based solely upon
any contractual obligations that may be created by this Plan and any Award
Agreement or the terms of the Award, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board nor the Administrator
shall be required to give any security or bond for the performance of any
obligation that may be created by this Plan.

         17. Right to Employment. Nothing in the Plan or an Award Agreement
shall interfere with or limit in any way the right of the Company to terminate
any Participant's employment or


                                      -12-
<PAGE>

other service relationship at any time, nor confer upon any Participant any
right to continue in the capacity in which he or she is employed or otherwise
serves the Company.

         18. Successors. All obligations of the Company under the Plan with
respect to Awards granted hereunder shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.

         19. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Texas.

         20. Effectiveness; Term. The Plan shall be effective on the date the
Plan has been approved by the Board. No Awards shall be made after the tenth
anniversary of the effective date of the Plan.


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