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                                                                   EXHIBIT 10.16

                              JACK IN THE BOX INC.
                            2004 STOCK INCENTIVE PLAN

                       INDEX TO 2004 STOCK INCENTIVE PLAN

<TABLE>
<S>                                                                                  <C>
1.    Establishment, Purpose and Term of Plan...................................      3
      1.1      Establishment....................................................      3
      1.2      Purpose..........................................................      3
      1.3      Term of Plan.....................................................      3

2.    Definitions and Construction..............................................      3
      2.1      Definitions......................................................      3
      2.2      Construction.....................................................      6

3.    Administration............................................................      6
      3.1      Administration by the Committee..................................      6
      3.2      Authority of Officers............................................      6
      3.3      Powers of the Committee..........................................      6
      3.4      Administration with Respect to Insiders..........................      7
      3.5      Committee Complying with Section 162(m)..........................      7
      3.6      No Repricing.....................................................      7
      3.7      Indemnification..................................................      7

4.    Shares Subject to Plan....................................................      8
      4.1      Maximum Number of Shares Issuable................................      8
      4.2      Adjustments for Changes in Capital Structure.....................      8

5.    Eligibility and Award Limitations.........................................      8
      5.1      Persons Eligible for Incentive Stock Options.....................      8
      5.2      Persons Eligible for Other Awards................................      9
      5.3      Fair Market Value Limitation on Incentive Stock Options..........      9
      5.4      Award Limits.....................................................      9
      5.5      Performance Awards...............................................      9

6.    Terms and Conditions of Options...........................................     10
      6.1      Exercise Price...................................................     10
      6.2      Exercisability and Term of Options...............................     10
      6.3      Payment of Exercise Price........................................     10
      6.4      Effect of Termination of Service.................................     11
      6.5      Transferability of Options.......................................     11

7.    Terms and Conditions of Stock Appreciation Rights.........................     11
      7.1      Types of SARs Authorized.........................................     11
      7.2      Exercise Price...................................................     11
      7.3      Exercisability and Term of SARs..................................     12
      7.4      Exercise of SARs.................................................     12
      7.5      Deemed Exercise of SARs..........................................     12
      7.6      Effect of Termination of Service.................................     12
      7.7      Nontransferability of SARs.......................................     12
</TABLE>

Adopted 2/14/04; Amended & Restated 5/7/04

                                       1

<PAGE>

<TABLE>
<S>                                                                                  <C>
8.    Terms and Conditions of Restricted Stock Awards...........................     12
      8.1      Purchase Price...................................................     13
      8.2      Purchase Period..................................................     13
      8.3      Payment of Purchase Price........................................     13
      8.4      Vesting and Restrictions on Transfer.............................     13
      8.5      Voting Rights; Dividends.........................................     14
      8.6      Effect of Termination of Service.................................     14
      8.7      Nontransferability of Restricted Stock Award Rights..............     14

9.    Terms and Conditions of Performance Awards................................     14
      9.1      Initial Value of Performance Shares and Performance Units........     14
      9.2      Establishment of Performance Goals and Performance Period........     14
      9.3      Measurement of Performance Goals.................................     14
      9.4      Determination of Final Value of Performance Awards...............     15
      9.5      Dividend Equivalents.............................................     16
      9.6      Payment in Settlement of Performance Awards......................     16
      9.7      Restrictions Applicable to Payment in Shares.....................     16
      9.8      Effect of Termination of Service.................................     16
      9.9      Nontransferability of Performance Awards.........................     16

10.   Standard Forms of Award Agreement.........................................     16
      10.1     Award Agreements.................................................     16
      10.2     Authority to Vary Terms..........................................     16

11.   Change in Control.........................................................     17
      11.1     Definitions......................................................     17
      11.2     Effect of Change in Control on Options...........................     17
      11.3     Effect of Change in Control on SARs..............................     17
      11.4     Effect of Change in Control on Restricted Stock Awards...........     18
      11.5     Effect of Change in Control on Performance Awards................     18

12.   Compliance with Securities Law............................................     18

13.   Tax Withholding...........................................................     18
      13.1     Tax Withholding in General.......................................     18
      13.2     Withholding in Shares............................................     19

14.   Termination or Amendment of Plan..........................................     19

15.   Miscellaneous Provisions..................................................     19
      15.1     Provision of Information.........................................     19
      15.2     Rights as Employee, Consultant or Director.......................     19
      15.3     Rights as a Stockholder..........................................     19
      15.4     Beneficiary Designation..........................................     19
      15.5     Unfunded Benefit Obligation......................................     20
</TABLE>

Adopted 2/14/04; Amended & Restated 5/7/04

                                       2
<PAGE>

                              JACK IN THE BOX INC.
                            2004 STOCK INCENTIVE PLAN

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

      1.1 ESTABLISHMENT. Jack in the Box Inc., a Delaware corporation (the
"Company"), hereby establishes the Jack in the Box 2004 Stock Incentive Plan
(the "Plan") effective as of February 14, 2004, the date of its approval by the
stockholders of the Company (the "Effective Date").

      1.2 PURPOSE. The purpose of the Plan is to advance the interests of the
Participating Company Group and its stockholders by providing an incentive to
attract, retain and reward persons performing services for the Participating
Company Group and by motivating such persons to contribute to the growth and
profitability of the Participating Company Group. The Plan seeks to achieve this
purpose by providing for Awards in the form of Options, Indexed Options, Stock
Appreciation Rights, Restricted Stock Purchase Rights, Restricted Stock Bonuses,
Restricted Stock Units, Performance Shares and Performance Units.

      1.3 TERM OF PLAN. The Plan shall continue in effect until the earlier of
its termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued and all restrictions on
such shares under the terms of the Plan and the agreements evidencing Awards
granted under the Plan have lapsed. However, all Awards shall be granted, if at
all, within ten (10) years from the Effective Date.

2. DEFINITIONS AND CONSTRUCTION.

      2.1 DEFINITIONS. Whenever used herein, the following terms shall have
their respective meanings set forth below:

            (a)   "Award" means any Option, Indexed Option, Stock Appreciation
Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock
Unit, Performance Share or Performance Unit granted under the Plan.

            (b)   "Award Agreement" means a written agreement between the
Company and a Participant setting forth the terms, conditions and restrictions
of the Award granted to the Participant. An Award Agreement may be an "Option
Agreement," an "Indexed Option Agreement," a "SAR Agreement," a "Restricted
Stock Purchase Agreement," a "Restricted Stock Bonus Agreement," a "Restricted
Stock Unit Agreement," a "Performance Share Agreement," or a "Performance Unit
Agreement."

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

            (d)   "Code" means the Internal Revenue Code of 1986, as amended,
and any applicable regulations promulgated thereunder.

            (e)   "Committee" means the Compensation Committee or other
committee of the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board. If no committee of the Board has been
appointed to administer the Plan, the Board shall exercise all of the powers of
the Committee granted herein, and, in any event, the Board may in its discretion
exercise any or all of such powers.

            (f)   "Company" means Jack in the Box Inc., a Delaware corporation,
or any successor corporation thereto.

            (g)   "Consultant" means a person engaged to provide consulting or
advisory services (other than as an Employee or a Director) to a Participating
Company, provided that the identity of such person, the nature of such services
or the entity to which such services are provided would not preclude the

Adopted 2/14/04; Amended & Restated 5/7/04

                                       3
<PAGE>

Company from offering or selling securities to such person pursuant to the Plan
in reliance on registration on a Form S-8 Registration Statement under the
Securities Act.

            (h)   "Director" means a member of the Board or of the board of
directors of any other Participating Company.

            (i)   "Disability" means the inability of the Participant, in the
opinion of a qualified physician acceptable to the Company, to perform the major
duties of the Participant's position with the Participating Company Group
because of the sickness or injury of the Participant.

            (j)   "Dividend Equivalent" means a credit, made at the discretion
of the Committee or as otherwise provided by the Plan, to the account of a
Participant in an amount equal to the cash dividends paid on one share of Stock
for each share of Stock represented by an Award of Restricted Stock Units or
Performance Shares held by such Participant.

            (k)   "Employee" means any person treated as an employee (including
an officer or a Director who is also treated as an employee) in the records of a
Participating Company and, with respect to any Incentive Stock Option granted to
such person, who is an employee for purposes of Section 422 of the Code;
provided, however, that neither service as a Director nor payment of a
director's fee shall be sufficient to constitute employment for purposes of the
Plan.

            (l)   "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (m)   "Fair Market Value" means, as of any date, the value of a
share of Stock or other property as determined by the Committee, in its
discretion, or by the Company, in its discretion, if such determination is
expressly allocated to the Company herein, subject to the following:

                  (i)              If, on such date, the Stock is listed on a
national or regional securities exchange or market system, the Fair Market Value
of a share of Stock shall be the closing price of a share of Stock (or the mean
of the closing bid and asked prices of a share of Stock if the Stock is so
quoted instead) as quoted on the New York Stock Exchange or such other national
or regional securities exchange or market system constituting the primary market
for the Stock, as reported in The Wall Street Journal or such other source as
the Company deems reliable. If the relevant date does not fall on a day on which
the Stock has traded on such securities exchange or market system, the date on
which the Fair Market Value shall be established shall be the last day on which
the Stock was so traded prior to the relevant date, or such other appropriate
day as shall be determined by the Committee, in its discretion.

                  (ii)  If, on such date, the Stock is not listed on a national
or regional securities exchange or market system, the Fair Market Value of a
share of Stock shall be as determined by the Committee in good faith without
regard to any restriction other than a restriction which, by its terms, will
never lapse.

            (n)   "Incentive Stock Option" means an Option intended to be (as
set forth in the Option Agreement) and which qualifies as an incentive stock
option within the meaning of Section 422(b) of the Code.

            (o)   "Indexed Option" means an Option with an exercise price which
either increases by a fixed percentage over time or changes by reference to a
published index, as determined by the Committee and set forth in the Option
Agreement.

            (p)   "Insider" means any person whose transactions in Stock are
subject to Section 16 of the Exchange Act.

            (q)   "Nonstatutory Stock Option" means an Option not intended to be
(as set forth in the Option Agreement) or which does not qualify as an Incentive
Stock Option.

            (r)   "Option" means a right to purchase Stock (subject to
adjustment as provided in Section 4.2) pursuant to the terms and conditions of
the Plan. An Option may be either an Incentive Stock Option, a Nonstatutory
Stock Option or an Indexed Option.

Adopted 2/14/04; Amended & Restated 5/7/04

                                       4
<PAGE>

            (s)   "Parent Corporation" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the Code.

            (t)   "Participant" means any eligible person who has been granted
one or more Awards.

            (u)   "Participating Company" means the Company or any Parent
Corporation or Subsidiary Corporation.

            (v)   "Participating Company Group" means, at any point in time, all
corporations collectively which are then Participating Companies.

            (w)   "Performance Award" means an Award of Performance Shares or
Performance Units.

            (x)   "Performance Goal" means a performance goal established by the
Committee pursuant to Section 9.2.

            (y)   "Performance Period" means a period established by the
Committee pursuant to Section 9.2 at the end of which one or more Performance
Goals are to be measured. Performance Periods shall be a minimum of twelve
months.

            (z)   "Performance Share" means a bookkeeping entry representing a
right granted to a Participant pursuant to the terms and conditions of Section 9
to receive a payment equal to the value of a Performance Share, as determined by
the Committee, based on performance.

            (aa)  "Performance Unit" means a bookkeeping entry representing a
right granted to a Participant pursuant to the terms and conditions of Section 9
to receive a payment equal to the value of a Performance Unit, as determined by
the Committee, based upon performance.

            (bb)  "Restricted Stock Award" means an Award of a Restricted Stock
Bonus, a Restricted Stock Purchase Right or a Restricted Stock Unit.

            (cc)  "Restricted Stock Bonus" means Stock granted to a Participant
pursuant to the terms and conditions of Section 8.

            (dd)  "Restricted Stock Purchase Right" means a right to purchase
Stock granted to a Participant pursuant to the terms and conditions of Section
8.

            (ee)  "Restricted Stock Unit" means a bookkeeping entry representing
a right granted to a Participant to receive in cash or Stock the Fair Market
Value of a share of Stock granted pursuant to the terms and conditions of
Section 8.

            (ff)  "Restriction Period" means the period established in
accordance with Section 8.4 during which shares subject to a Restricted Stock
Award are subject to Vesting Conditions. Restriction Periods shall be a minimum
of three years.

            (gg)  "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as
amended from time to time, or any successor rule or regulation.

            (hh)  "Section 162(m)" means Section 162(m) of the Code.

            (ii)  "Securities Act" means the Securities Act of 1933, as amended.

            (jj)  "Service" means a Participant's employment or service with the
Participating Company Group, whether in the capacity of an Employee, a Director
or a Consultant. A Participant's Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant renders
Service to the Participating Company Group or a change in the Participating
Company for which the Participant renders such Service, provided that there is
no interruption or termination of the Participant's Service. Furthermore, a
Participant's Service with the Participating Company Group may be deemed, as
provided in the applicable Award Agreement, to have terminated if the
Participant takes any military leave, sick leave, or other bona fide leave of
absence approved by the Company; provided, however, that if any such leave
exceeds ninety (90) days, on the one hundred eighty-first (181st) day of such
leave any Incentive Stock Option held by such Participant shall cease to be
treated as an Incentive Stock Option and instead shall be treated thereafter as
a Nonstatutory Stock Option unless the Participant's right to return to Service
with the Participating Company Group is guaranteed by statute or

Adopted 2/14/04; Amended & Restated 5/7/04

                                       5
<PAGE>

contract. Notwithstanding the foregoing, unless otherwise designated by the
Company or required by law, a leave of absence shall not be treated as Service
for purposes of determining vesting under the Participant's Award Agreement. A
Participant's Service shall be deemed to have terminated either upon an actual
termination of Service or upon the corporation for which the Participant
performs Service ceasing to be a Participating Company. Subject to the
foregoing, the Company, in its discretion, shall determine whether the
Participant's Service has terminated and the effective date of such termination.

            (kk)  "Stock" means the common stock of the Company, as adjusted
from time to time in accordance with Section 4.2.

            (ll)  "SAR" or "Stock Appreciation Right" means a bookkeeping entry
representing, for each share of Stock subject to such SAR, a right granted to a
Participant pursuant to Section 7 of the Plan to receive payment of an amount
equal to the excess, if any, of the Fair Market Value of a share of Stock on the
date of exercise of the SAR over the exercise price.

            (mm)  "Subsidiary Corporation" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f) of the
Code.

            (nn)  "Ten Percent Owner" means a Participant who, at the time an
Option is granted to the Participant, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of a
Participating Company within the meaning of Section 422(b)(6) of the Code.

            (oo)  "Vesting Conditions" mean those conditions established in
accordance with Section 8.4 prior to the satisfaction of which shares subject to
a Restricted Stock Award remain subject to forfeiture or a repurchase option in
favor of the Company.

      2.2 CONSTRUCTION. Captions and titles contained herein are for convenience
only and shall not affect the meaning or interpretation of any provision of the
Plan. Except when otherwise indicated by the context, the singular shall include
the plural and the plural shall include the singular. Use of the term "or" is
not intended to be exclusive, unless the context clearly requires otherwise.

3. ADMINISTRATION.

      3.1 ADMINISTRATION BY THE COMMITTEE. The Plan shall be administered by the
Committee. All questions of interpretation of the Plan or of any Award shall be
determined by the Committee, and such determinations shall be final and binding
upon all persons having an interest in the Plan or such Award.

      3.2 AUTHORITY OF OFFICERS. Any officer of a Participating Company shall
have the authority to act on behalf of the Company with respect to any matter,
right, obligation, determination or election which is the responsibility of or
which is allocated to the Company herein, provided the officer has apparent
authority with respect to such matter, right, obligation, determination or
election.

      3.3 POWERS OF THE COMMITTEE. In addition to any other powers set forth in
the Plan and subject to the provisions of the Plan, the Committee shall have the
full and final power and authority, in its discretion:

            (a)   to determine the persons to whom, and the time or times at
which, Awards shall be granted and the number of shares of Stock or units to be
subject to each Award;

            (b)   to determine the type of Award granted and to designate
Options as Incentive Stock Options, Nonstatutory Stock Options or Indexed
Options;

            (c)   to determine the Fair Market Value of shares of Stock or other
property;

            (d)   to determine the terms, conditions and restrictions applicable
to each Award (which need not be identical) and any shares acquired pursuant
thereto, including, without limitation, (i) the purchase price of any Stock,
(ii) the method of payment for shares purchased pursuant to any Award, (iii) the
method for satisfaction of any tax withholding obligation arising in connection
with Award, including by the withholding or delivery of shares of Stock, (iv)
the timing, terms and conditions of the exercisability or

Adopted 2/14/04; Amended & Restated 5/7/04

                                       6
<PAGE>

vesting of any Award or any shares acquired pursuant thereto, (v) the
Performance Goals applicable to any Award and the extent to which such
Performance Goals have been attained, (vi) the time of the expiration of any
Award, (vii) the effect of the Participant's termination of Service on any of
the foregoing, and (viii) all other terms, conditions and restrictions
applicable to any Award or shares acquired pursuant thereto not inconsistent
with the terms of the Plan;

            (e)   to determine whether an Award of Restricted Stock Units,
Performance Shares, Performance Units or Stock Appreciation Rights will be
settled in shares of Stock, cash, or in any combination thereof;

            (f)   to approve one or more forms of Award Agreement;

            (g)   to amend, modify, extend, cancel or renew any Award or to
waive any restrictions or conditions applicable to any Award or any shares
acquired pursuant thereto, except that waiver of restrictions and conditions
applicable to awards of restricted stock and restricted stock units to
circumstances of death or disability of the awardee or change of control of the
Company;

            (h)   to accelerate, continue, extend or defer the exercisability or
vesting of any Award or any shares acquired pursuant thereto, including with
respect to the period following a Participant's termination of Service;

            (i)   to prescribe, amend or rescind rules, guidelines and policies
relating to the Plan, or to adopt supplements to, or alternative versions of,
the Plan, including, without limitation, as the Committee deems necessary or
desirable to comply with the laws of, or to accommodate the tax policy or custom
of, foreign jurisdictions whose citizens may be granted Awards;

            (j)   to authorize, in conjunction with any applicable Company
deferred compensation plan, that the receipt of cash or Stock subject to any
Award under this Plan, may be deferred under the terms and conditions of such
Company deferred compensation plan; and

            (k)   to correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award Agreement and to make all other
determinations and take such other actions with respect to the Plan or any Award
as the Committee may deem advisable to the extent not inconsistent with the
provisions of the Plan or applicable law.

      3.4 ADMINISTRATION WITH RESPECT TO INSIDERS. With respect to participation
by Insiders in the Plan, at any time that any class of equity security of the
Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall
be administered in compliance with the requirements, if any, of Rule 16b-3.

      3.5 COMMITTEE COMPLYING WITH SECTION 162(m). If the Company is a "publicly
held corporation" within the meaning of Section 162(m), the Board may establish
a Committee of "outside directors" within the meaning of Section 162(m) to
approve the grant of any Award which might reasonably be anticipated to result
in the payment of employee remuneration that would otherwise exceed the limit on
employee remuneration deductible for income tax purposes pursuant to Section
162(m).

      3.6 NO REPRICING. Without the affirmative vote of holders of a majority of
the shares of Stock cast in person or by proxy at a meeting of the stockholders
of the Company at which a quorum representing a majority of all outstanding
shares of Stock is present or represented by proxy, the Board shall not approve
a program providing for either (a) the cancellation of outstanding Options
and/or SARs and the grant in substitution therefore of new Options and/or SARs
having a lower exercise price or (b) the amendment of outstanding Options and/or
SARs to reduce the exercise price thereof. This paragraph shall not be construed
to apply to "issuing or assuming a stock option in a transaction to which
section 424(a) applies," within the meaning of Section 424 of the Code.

      3.7 INDEMNIFICATION. In addition to such other rights of indemnification
as they may have as members of the Board or the Committee or as officers or
employees of the Participating Company Group, members of the Board or the
Committee and any officers or employees of the Participating Company Group to
whom authority to act for the Board, the Committee or the Company is delegated
shall be indemnified by the Company against all reasonable expenses, including
attorneys' fees, actually and

Adopted 2/14/04; Amended & Restated 5/7/04

                                       7
<PAGE>

necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any right granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such person is liable for gross negligence, bad faith or
intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall
offer to the Company, in writing, the opportunity at its own expense to handle
and defend the same.

4. SHARES SUBJECT TO PLAN.

      4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment as provided
in Section 4.2, the maximum aggregate number of shares of Stock that may be
issued under the Plan shall be One Million Two Hundred Fifty Thousand
(1,250,000). If an outstanding Award for any reason expires or is terminated or
canceled without having been exercised or settled in full, or if shares of Stock
acquired pursuant to an Award subject to forfeiture or repurchase are forfeited
or repurchased by the Company at the Participant's purchase price, the shares of
Stock allocable to the terminated portion of such Award or such forfeited or
repurchased shares of Stock shall again be available for issuance under the
Plan. Shares of Stock shall not be deemed to have been issued pursuant to the
Plan (i) with respect to any portion of an Award that is settled in cash or (ii)
to the extent such shares are withheld and/or attested to in satisfaction of tax
withholding obligations pursuant to Section 13.2. Upon payment in shares of
Stock pursuant to the exercise of a SAR, the number of shares available for
issuance under the Plan shall be reduced only by the number of shares actually
issued in such payment. If the exercise price of an Option is paid by tender to
the Company, or attestation to the ownership, of shares of Stock owned by the
Participant, the number of shares available for issuance under the Plan shall be
reduced by the gross number of shares for which the Option is exercised.

      4.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event of any
stock dividend, stock split, reverse stock split, recapitalization, combination,
reclassification or similar change in the capital structure of the Company,
appropriate adjustments shall be made in the number and class of shares subject
to the Plan and to any outstanding Awards, in the ISO Share Limit set forth in
Section 4.1, and in the exercise price per share of any outstanding Options and
Restricted Stock Purchase Rights. If a majority of the shares which are of the
same class as the shares that are subject to outstanding Awards are exchanged
for, converted into, or otherwise become (whether or not pursuant to an
Ownership Change Event, as defined in Section 11.1) shares of another
corporation (the "New Shares"), the Committee may unilaterally amend the
outstanding Awards to provide that such Awards shall be for New Shares. In the
event of any such amendment, the number of shares subject to outstanding Awards
and the exercise price per share of outstanding Options and Restricted Stock
Purchase Rights shall be adjusted in a fair and equitable manner as determined
by the Committee, in its discretion. Notwithstanding the foregoing, any
fractional share resulting from an adjustment pursuant to this Section 4.2 shall
be rounded down to the nearest whole number, and in no event may the exercise
price of any Option or Restricted Stock Purchase Right be decreased to an amount
less than the par value, if any, of the stock subject to such Award. The
adjustments determined by the Committee pursuant to this Section 4.2 shall be
final, binding and conclusive.

5.0  ELIGIBILITY AND AWARD LIMITATIONS

      5.1 PERSONS ELIGIBLE FOR INCENTIVE STOCK OPTIONS. Incentive Stock Options
may be granted only to Employees. For purposes of the foregoing sentence, the
term "Employees" shall include prospective Employees to whom Incentive Stock
Options are granted in connection with written offers of employment with the
Participating Company Group, provided that any such Incentive Stock Option shall
be deemed granted effective on the date such person commences Service as an
Employee, with an exercise price

Adopted 2/14/04; Amended & Restated 5/7/04

                                       8
<PAGE>

determined as of such date in accordance with Section 6.1. Eligible persons may
be granted more than one (1) Incentive Stock Option.

      5.2 PERSONS ELIGIBLE FOR OTHER AWARDS. Awards other than Incentive Stock
Options may be granted only to Employees, Consultants and Directors. For
purposes of the foregoing sentence, "Employees," "Consultants" and "Directors"
shall include prospective Employees, prospective Consultants and prospective
Directors to whom Awards are granted in connection with written offers of an
employment or other service relationship with the Participating Company Group;
provided, however, that no Stock subject to any such Award shall vest, become
exercisable or be issued prior to the date on which such person commences
Service. Eligible persons may be granted more than one (1) Award.

      5.3 FAIR MARKET VALUE LIMITATION ON INCENTIVE STOCK OPTIONS. To the extent
that options designated as Incentive Stock Options (granted under all stock
option plans of the Participating Company Group, including the Plan) become
exercisable by a Participant for the first time during any calendar year for
stock having a Fair Market Value greater than One Hundred Thousand Dollars
($100,000), the portions of such options which exceed such amount shall be
treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options
designated as Incentive Stock Options shall be taken into account in the order
in which they were granted, and the Fair Market Value of stock shall be
determined as of the time the option with respect to such stock is granted. If
the Code is amended to provide for a different limitation from that set forth in
this Section 5.3, such different limitation shall be deemed incorporated herein
effective as of the date and with respect to such Options as required or
permitted by such amendment to the Code. If an Option is treated as an Incentive
Stock Option in part and as a Nonstatutory Stock Option in part by reason of the
limitation set forth in this Section 5.3, the Participant may designate which
portion of such Option the Participant is exercising. In the absence of such
designation, the Participant shall be deemed to have exercised the Incentive
Stock Option portion of the Option first. Separate certificates representing
each such portion shall be issued upon the exercise of the Option.

      5.4 AWARD LIMITS.

            (a)   Aggregate Limit on Restricted Stock Awards and Performance
Awards. Subject to adjustment as provided in Section 4.2, in no event shall more
than Two Hundred Fifty Thousand (250,000) shares of Stock in the aggregate be
issued under the Plan pursuant to the exercise or settlement of Restricted Stock
Awards and Performance Awards.

            (b)   Section 162(m) Award Limits. The following limits shall apply
to the grant of any Award if, at the time of grant, the Company is a "publicly
held corporation" within the meaning of Section 162(m).

               (i)   Options and SARs. Subject to adjustment as provided in
Section 4.2, no Employee shall be granted within any fiscal year of the Company
one or more Options or Freestanding SARs (as defined in Section 7) which in the
aggregate are for more than Two Hundred and Fifty Thousand (250,000) shares of
Stock. An Option which is canceled (or a Freestanding SAR as to which the
exercise price is reduced to reflect a reduction in the Fair Market Value of the
Stock) in the same fiscal year of the Company in which it was granted shall
continue to be counted against such limit for such fiscal year.

              (ii)   Restricted Stock Awards. Subject to adjustment as provided
in Section 4.2, no Employee shall be granted within any fiscal year of the
Company one or more Restricted Stock Awards, subject to Vesting Conditions based
on the attainment of Performance Goals, for more than One Hundred Thousand
(100,000) shares of Stock.

      5.5 PERFORMANCE AWARDS. Subject to adjustment as provided in Section 4.2,
no Employee shall be granted (A) Performance Shares which could result in such
Employee receiving more than One Hundred Thousand (100,000) shares of Stock for
each full fiscal year of the Company contained in the Performance Period for
such Award, or (B) Performance Units which could result in such Employee
receiving more than One Million dollars ($1,000,000) for each full fiscal year
of the Company contained in the Performance Period for such Award. No
Participant may be granted more than one Performance Award for the same
Performance Period.

Adopted 2/14/04; Amended & Restated 5/7/04

                                       9
<PAGE>

6. TERMS AND CONDITIONS OF OPTIONS.

            Options shall be evidenced by Option Agreements specifying the
number of shares of Stock covered thereby, in such form as the Committee shall
from time to time establish. No Option or purported Option shall be a valid and
binding obligation of the Company unless evidenced by a fully executed Option
Agreement. Option Agreements may incorporate all or any of the terms of the Plan
by reference and shall comply with and be subject to the following terms and
conditions:

      6.1 EXERCISE PRICE. The exercise price for each Option shall be
established in the discretion of the Committee; provided, however, that (a) the
exercise price per share shall be not less than the Fair Market Value of a share
of Stock on the effective date of grant of the Option, (b) no Incentive Stock
Option granted to a Ten Percent Owner shall have an exercise price per share
less than one hundred ten percent (110%) of the Fair Market Value of a share of
Stock on the effective date of grant of the Option, and (c) in the case of an
Indexed Option, the Committee shall determine the exercise price of such Indexed
Option and the terms and conditions that affect, if any, any adjustments to the
exercise price of such Indexed Option. Notwithstanding the foregoing, an Option
may be granted with an exercise price lower than the minimum exercise price set
forth above if such Option is granted pursuant to an assumption or substitution
for another option in a manner qualifying under the provisions of Section 424(a)
of the Code.

      6.2 EXERCISABILITY AND TERM OF OPTIONS. Options shall be exercisable at
such time or times, or upon such event or events, and subject to such terms,
conditions, performance criteria and restrictions as shall be determined by the
Committee and set forth in the Option Agreement evidencing such Option;
provided, however, that (a) no Option shall be exercisable after the expiration
of ten (10) years after the effective date of grant of such Option, (b) no
Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after
the expiration of five (5) years after the effective date of grant of such
Option, (c) no Option granted to a prospective Employee, prospective Consultant
or prospective Director may become exercisable prior to the date on which such
person commences Service. Subject to the foregoing, unless otherwise specified
by the Committee in the grant of an Option, any Option granted hereunder shall
terminate ten (10) years after the effective date of grant of the Option, unless
earlier terminated in accordance with its provisions.

      6.3 PAYMENT OF EXERCISE PRICE.

            (a)   Forms of Consideration Authorized. Except as otherwise
provided below, payment of the exercise price for the number of shares of Stock
being purchased pursuant to any Option shall be made (i) in cash, by check or
cash equivalent, (ii) by tender to the Company, or attestation to the ownership,
of shares of Stock owned by the Participant having a Fair Market Value not less
than the exercise price, (iii) by delivery of a properly executed notice
together with irrevocable instructions to a broker providing for the assignment
to the Company of the proceeds of a sale with respect to some or all of the
shares being acquired upon the exercise of the Option (including, without
limitation, through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve
System) (a "Cashless Exercise"), (iv) by such other consideration as may be
approved by the Committee from time to time to the extent permitted by
applicable law, or (v) by any combination thereof. The Committee may at any time
or from time to time grant Options which do not permit all of the foregoing
forms of consideration to be used in payment of the exercise price or which
otherwise restrict one or more forms of consideration.

            (b)   Limitations on Forms of Consideration.

                  (i)   Tender of Stock. Notwithstanding the foregoing, an
Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock to the extent such tender or attestation would
constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company's stock. Unless otherwise provided by
the Committee, an Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock unless such

Adopted 2/14/04; Amended & Restated 5/7/04

                                      10
<PAGE>

shares either have been owned by the Participant for more than six (6) months
(and not used for another Option exercise by attestation during such period) or
were not acquired, directly or indirectly, from the Company.

                  (ii)  Cashless Exercise. The Company reserves, at any and all
times, the right, in the Company's sole and absolute discretion, to establish,
decline to approve or terminate any program or procedures for the exercise of
Options by means of a Cashless Exercise.

      6.4 EFFECT OF TERMINATION OF SERVICE.

            (a)   Option Exercisability. An Option granted to a Participant
shall be exercisable after the Participant's termination of Service only during
the applicable time period determined in accordance with the Option's term as
set forth in the Option Agreement evidencing such Option (the "Option Expiration
Date").

            (b)   Extension if Exercise Prevented by Law. Notwithstanding the
foregoing other than termination of a Participant's Service for Cause, if the
exercise of an Option within the applicable time periods set forth in an Option
Agreement is prevented by the provisions of Section 12 below, the Option shall
remain exercisable until one (1) month (or such longer period of time as
determined by the Committee, in its discretion) after the date the Participant
is notified by the Company that the Option is exercisable, but in any event no
later than the Option Expiration Date.

            (c)   Extension if Participant Subject to Section 16(b).
Notwithstanding the foregoing other than termination of a Participant's Service
for Cause, if a sale within the applicable time periods set forth in an Option
Agreement of shares acquired upon the exercise of the Option would subject the
Participant to suit under Section 16(b) of the Exchange Act, the Option shall
remain exercisable until the earliest to occur of (i) the tenth (10th) day
following the date on which a sale of such shares by the Participant would no
longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day
after the Participant's termination of Service, or (iii) the Option Expiration
Date.

      6.5 TRANSFERABILITY OF OPTIONS. During the lifetime of the Participant, an
Option shall be exercisable only by the Participant or the Participant's
guardian or legal representative. No Option shall be assignable or transferable
by the Participant, except by will or by the laws of descent and distribution.
Notwithstanding the foregoing, to the extent permitted by the Committee, in its
discretion, and set forth in the Option Agreement evidencing such Option, a
Nonstatutory Stock Option shall be assignable or transferable subject to the
applicable limitations, if any, described in the General Instructions to Form
S-8 Registration Statement under the Securities Act.

7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

            SARs shall be evidenced by Award Agreements specifying the number of
shares of Stock subject to the Award, in such form as the Committee shall from
time to time establish. No SAR or purported SAR shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Award Agreement.
Award Agreements evidencing SARs may incorporate all or any of the terms of the
Plan by reference and shall comply with and be subject to the following terms
and conditions:

      7.1 TYPES OF SARs Authorized. SARs may be granted in tandem with all or
any portion of a related Option (a "Tandem SAR") or may be granted independently
of any Option (a "Freestanding SAR"). A Tandem SAR may be granted either
concurrently with the grant of the related Option or at any time thereafter
prior to the complete exercise, termination, expiration or cancellation of such
related Option.

      7.2 EXERCISE PRICE. The exercise price for each SAR shall be established
in the discretion of the Committee; provided, however, that (a) the exercise
price per share subject to a Tandem SAR shall be the exercise price per share
under the related Option and (b) the exercise price per share subject to a

Adopted 2/14/04; Amended & Restated 5/7/04

                                      11
<PAGE>

Freestanding SAR shall be not less than the Fair Market Value of a share of
Stock on the effective date of grant of the SAR.

      7.3 EXERCISABILITY AND TERM OF SARs.

            (a)   Tandem SARs. Tandem SARs shall be exercisable only at the time
and to the extent that the related Option is exercisable, subject to such
provisions as the Committee may specify where the Tandem SAR is granted with
respect to less than the full number of shares of Stock subject to the related
Option. The Committee may, in its discretion, provide in any Award Agreement
evidencing a Tandem SAR that such SAR may not be exercised without the advance
approval of the Company and, if such approval is not given, then the Option
shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR
shall terminate and cease to be exercisable no later than the date on which the
related Option expires or is terminated or canceled. Upon the exercise of a
Tandem SAR with respect to some or all of the shares subject to such SAR, the
related Option shall be canceled automatically as to the number of shares with
respect to which the Tandem SAR was exercised. Upon the exercise of an Option
related to a Tandem SAR as to some or all of the shares subject to such Option,
the related Tandem SAR shall be canceled automatically as to the number of
shares with respect to which the related Option was exercised.

            (b)   Freestanding SARs. Freestanding SARs shall be exercisable at
such time or times, or upon such event or events, and subject to such terms,
conditions, performance criteria and restrictions as shall be determined by the
Committee and set forth in the Award Agreement evidencing such SAR; provided,
however, that no Freestanding SAR shall be exercisable after the expiration of
ten (10) years after the effective date of grant of such SAR.

      7.4 EXERCISE OF SARs. Upon the exercise (or deemed exercise pursuant to
Section 7.5) of a SAR, the Participant (or the Participant's legal
representative or other person who acquired the right to exercise the SAR by
reason of the Participant's death) shall be entitled to receive payment of an
amount for each share with respect to which the SAR is exercised equal to the
excess, if any, of the Fair Market Value of a share of Stock on the date of
exercise of the SAR over the exercise price. Payment of such amount shall be
made in cash, shares of Stock, or any combination thereof as determined by the
Committee. Unless otherwise provided in the Award Agreement evidencing such SAR,
payment shall be made in a lump sum as soon as practicable following the date of
exercise of the SAR. The Award Agreement evidencing any SAR may provide for
deferred payment in a lump sum or in installments. When payment is to be made in
shares of Stock, the number of shares to be issued shall be determined on the
basis of the Fair Market Value of a share of Stock on the date of exercise of
the SAR. For purposes of Section 7, an SAR shall be deemed exercised on the date
on which the Company receives notice of exercise from the Participant.

      7.5 DEEMED EXERCISE OF SARs. If, on the date on which an SAR would
otherwise terminate or expire, the SAR by its terms remains exercisable
immediately prior to such termination or expiration and, if so exercised, would
result in a payment to the holder of such SAR, then any portion of such SAR
which has not previously been exercised shall automatically be deemed to be
exercised as of such date with respect to such portion.

      7.6 EFFECT OF TERMINATION OF SERVICE. An SAR shall be exercisable after a
Participant's termination of Service to such extent and during such period as
determined by the Committee, in its discretion, and set forth in the Award
Agreement evidencing such SAR.

      7.7 NONTRANSFERABILITY OF SARs. SARs may not be assigned or transferred in
any manner except by will or the laws of descent and distribution, and, during
the lifetime of the Participant, shall be exercisable only by the Participant or
the Participant's guardian or legal representative.

8. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

            The Committee may from time to time grant Restricted Stock Awards
upon such conditions as the Committee shall determine, including, without
limitation, upon the attainment of one or more Performance

Adopted 2/14/04; Amended & Restated 5/7/04

                                      12
<PAGE>

Goals described in Section 8.3. If either the grant of a Restricted Stock Award
or the lapsing of the Restriction Period is to be contingent upon the attainment
of one or more Performance Goals, the Committee shall follow procedures
substantially equivalent to those set forth in Sections 8.2 through 8.4.
Restricted Stock Awards may be in the form of a Restricted Stock Bonus, which
shall be evidenced by Restricted Stock Bonus Agreement, a Restricted Stock
Purchase Right, which shall be evidenced by Restricted Stock Purchase Agreement
or a Restricted Stock Unit, which shall be evidenced by a Restricted Stock Unit
Agreement. Each such Award Agreement shall specify the number of shares of Stock
subject to and the other terms, conditions and restrictions of the Award, and
shall be in such form as the Committee shall establish from time to time. No
Restricted Stock Award or purported Restricted Stock Award shall be a valid and
binding obligation of the Company unless evidenced by a fully executed Award
Agreement. Restricted Stock Award Agreements may incorporate all or any of the
terms of the Plan by reference and shall comply, as applicable, with and be
subject to the following terms and conditions:

      8.1 PURCHASE PRICE. The purchase price under each Restricted Stock
Purchase Right shall be established by the Committee. No monetary payment (other
than applicable tax withholding) shall be required as a condition of receiving a
Restricted Stock Bonus or Restricted Stock Unit, the consideration for which
shall be services actually rendered to a Participating Company or for its
benefit.

      8.2 PURCHASE PERIOD. A Restricted Stock Purchase Right shall be
exercisable within a period established by the Committee, which shall in no
event exceed thirty (30) days from the effective date of the grant of the
Restricted Stock Purchase Right; provided, however, that no Restricted Stock
Purchase Right granted to a prospective Employee, prospective Director or
prospective Consultant may become exercisable prior to the date on which such
person commences Service.

      8.3 PAYMENT OF PURCHASE PRICE. Except as otherwise provided below, payment
of the purchase price for the number of shares of Stock being purchased pursuant
to any Restricted Stock Purchase Right shall be made (i) in cash, by check, or
cash equivalent, (ii) provided that the Participant is an Employee (unless
otherwise not prohibited by law, including, without limitation, any regulation
promulgated by the Board of Governors of the Federal Reserve System) and in the
Company's sole discretion at the time the Restricted Stock Purchase Right is
exercised, by delivery of the Participant's promissory note in a form approved
by the Company for the aggregate purchase price, provided that, if the Company
is incorporated in the State of Delaware, the Participant shall pay in cash that
portion of the aggregate purchase price not less than the par value of the
shares being acquired, (iii) by such other consideration as may be approved by
the Committee from time to time to the extent permitted by applicable law, or
(iv) by any combination thereof. Payment by means of the Participant's
promissory note shall be subject to the conditions described in Section
6.3(b)(iii). The Committee may at any time or from time to time grant Restricted
Stock Purchase Rights which do not permit all of the foregoing forms of
consideration to be used in payment of the purchase price or which otherwise
restrict one or more forms of consideration. Restricted Stock Bonuses and
Restricted Stock Units shall be issued in consideration for services actually
rendered to a Participating Company or for its benefit.

      8.4 VESTING AND RESTRICTIONS ON TRANSFER. Shares issued pursuant to any
Restricted Stock Award may be made subject to vesting conditioned upon the
satisfaction of such Service requirements, conditions, restrictions or
performance criteria, including, without limitation, Performance Goals as
described in Section 8.3 (the "Vesting Conditions"), as shall be established by
the Committee and set forth in the Award Agreement evidencing such Award. During
any period (the "Restriction Period") in which shares acquired pursuant to a
Restricted Stock Award remain subject to Vesting Conditions, such shares may not
be sold, exchanged, transferred, pledged, assigned or otherwise disposed of
other than pursuant to an Ownership Change Event, as defined in Section 11.1, or
as provided in Section 8.7. Restriction Periods shall be a minimum of three
years. Upon request by the Company, each Participant shall execute any agreement
evidencing such transfer restrictions prior to the receipt of shares of Stock
hereunder and shall promptly present to the Company any and all certificates
representing shares of Stock acquired hereunder for the placement on such
certificates of appropriate legends evidencing any such transfer restrictions.

Adopted 2/14/04; Amended & Restated 5/7/04

                                      13
<PAGE>

      8.5 VOTING RIGHTS; DIVIDENDS. Except as provided in this Section and
Section 8.4, during the Restriction Period applicable to shares subject to a
Restricted Stock Purchase Right and a Restricted Stock Bonus held by a
Participant, the Participant shall have all of the rights of a stockholder of
the Company holding shares of Stock, including the right to vote such shares and
to receive all dividends and other distributions paid with respect to such
shares; provided, however, that if any such dividends or distributions are paid
in shares of Stock, such shares shall be subject to the same Vesting Conditions
as the shares subject to the Restricted Stock Purchase Right and Restricted
Stock Bonus with respect to which the dividends or distributions were paid. A
Participant who is awarded a Restricted Stock Unit shall possess no incidents of
ownership with respect to such a Restricted Stock Award; provided that the award
agreement may provide for payments in lieu of dividends to such Participant.

      8.6 EFFECT OF TERMINATION OF SERVICE. The effect of the Participant's
termination of Service on any Restricted Stock Award shall be determined by the
Committee, in its discretion, and set forth in the Award Agreement evidencing
such Restricted Stock Award.

      8.7 NONTRANSFERABILITY OF RESTRICTED STOCK AWARD RIGHTS. Rights to acquire
shares of Stock pursuant to a Restricted Stock Award may not be assigned or
transferred in any manner except by will or the laws of descent and
distribution, and, during the lifetime of the Participant, shall be exercisable
only by the Participant.

9. TERMS AND CONDITIONS OF PERFORMANCE AWARDS

      The Committee may from time to time grant Performance Awards upon such
conditions as the Committee shall determine. Performance Awards may be in the
form of either Performance Shares, which shall be evidenced by a Performance
Share Agreement, or Performance Units, which shall be evidenced by a Performance
Unit Agreement. Each such Award Agreement shall specify the number of
Performance Shares or Performance Units subject thereto, the method of computing
the value of each Performance Share or Performance Unit, the Performance Goals
and Performance Period applicable to the Award, and the other terms, conditions
and restrictions of the Award, and shall be in such form as the Committee shall
establish from time to time. No Performance Award or purported Performance Award
shall be a valid and binding obligation of the Company unless evidenced by a
fully executed Award Agreement. Performance Share and Performance Unit
Agreements may incorporate all or any of the terms of the Plan by reference and
shall comply with and be subject to the following terms and conditions:

      9.1 INITIAL VALUE OF PERFORMANCE SHARES AND PERFORMANCE UNITS. Unless
otherwise provided by the Committee in granting a Performance Award, each
Performance Share shall have an initial value equal to the Fair Market Value of
a share of Stock on the effective date of grant of the Performance Share, and
each Performance Unit shall have an initial value of one hundred dollars ($100).
The final value payable to the Participant in settlement of a Performance Award
will depend on the extent to which Performance Goals established by the
Committee are attained within the applicable Performance Period established by
the Committee.

      9.2 ESTABLISHMENT OF PERFORMANCE GOALS AND PERFORMANCE PERIOD. The
Committee shall establish in writing the Performance Period applicable to each
Performance Award and one or more Performance Goals which, when measured at the
end of the Performance Period, shall determine the final value of the
Performance Award to be paid to the Participant. Unless otherwise permitted in
compliance with the requirements under Section 162(m) with respect to
"performance-based compensation," the Committee shall establish the Performance
Goals applicable to each Performance Award no later than the earlier of (a) the
date ninety (90) days after the commencement of the applicable Performance
Period or (b) the date on which 25% of the Performance Period has elapsed, and,
in any event, at a time when the outcome of the Performance Goals remains
substantially uncertain. Once established, the Performance Goals shall not be
changed during the Performance Period.

      9.3 MEASUREMENT OF PERFORMANCE GOALS. Performance Goals shall be
established by the Committee on the basis of targets to be attained
("Performance Targets") with respect one or more

Adopted 2/14/04; Amended & Restated 5/7/04

                                      14
<PAGE>

measures of business or financial performance (each, a "Performance Measure").
Performance Measures shall have the same meanings as used in the Company's
financial statements, or if such terms are not used in the Company's financial
statements, they shall have the meaning applied pursuant to generally accepted
accounting principles, or as used generally in the Company's industry.
Performance Targets may include a minimum, maximum, target level and
intermediate levels of performance, with the final value of a Performance Award
determined by the level attained during the applicable Performance Period.
Performance Periods shall be a minimum of twelve months. A Performance Target
may be stated as an absolute value or as a value determined relative to a
standard selected by the Committee. Performance Measures shall be calculated
with respect to the Company and each Subsidiary Corporation consolidated
therewith for financial reporting purposes or such division or other business
unit as may be selected by the Committee. For purposes of the Plan, the
Performance Measures applicable to a Performance Award shall be calculated
before the effect of changes in accounting standards, restructuring charges and
similar extraordinary items, determined according to criteria established by the
Committee, occurring after the establishment of the Performance Goals applicable
to a Performance Award. Performance Measures may be one or more of the
following, as determined by the Committee:

            (a) sales

            (b) revenue

            (c) gross margin

            (d) operating margin

            (e) operating income

            (f) pre-tax profit

            (g) earnings before interest, taxes, depreciation and/or
amortization

            (h) net income

            (i) cash flow

            (j) expenses

            (k) stock price

            (l) earnings per share

            (m) return on stockholders' equity

            (n) return on capital

            (o) return on assets

            (p) economic value added

            (q) number of customers

            (r) market share

            (s) same store sales

            (t) average restaurant margin

            (u) return on investment

            (v) profit after tax

            (w) customer satisfaction

      9.4 DETERMINATION OF FINAL VALUE OF PERFORMANCE AWARDS. As soon as
practicable following the completion of the Performance Period applicable to a
Performance Award, the Committee shall certify in writing the extent to which
the applicable Performance Goals have been attained and the resulting final
value of the Award earned by the Participant and to be paid upon its settlement
in accordance with the terms of the Award Agreement. The Committee shall have no
discretion to increase the value of an Award payable upon its settlement in
excess of the amount called for by the terms of the Award Agreement on the basis
of the degree of attainment of the Performance Goals as certified by the
Committee. However, notwithstanding the attainment of any Performance Goal, if
permitted under a Participant's Award Agreement, the Committee shall have the
discretion, on the basis of such criteria as may be established by the
Committee, to reduce some or all of the value of a Performance Award that would
otherwise be paid upon its settlement. No such reduction may result in an
increase in the amount payable upon settlement of another Participant's
Performance Award. As soon as practicable following the Committee's
certification, the Company shall notify the Participant of the determination of
the Committee.

Adopted 2/14/04; Amended & Restated 5/7/04

                                      15
<PAGE>

      9.5 DIVIDEND EQUIVALENTS. In its discretion, the Committee may provide in
the Award Agreement evidencing any Performance Share Award that the Participant
shall be entitled to receive Dividend Equivalents with respect to the payment of
cash dividends on Stock having a record date prior to the date on which the
Performance Shares are settled or forfeited. Dividend Equivalents may be paid
currently or may be accumulated and paid to the extent that Performance Shares
become nonforfeitable, as determined by the Committee. Settlement of Dividend
Equivalents may be made in cash, shares of Stock, or a combination thereof as
determined by the Committee, and may be paid on the same basis as settlement of
the related Performance Share as provided in Section 9.6. Dividend Equivalents
shall not be paid with respect to Performance Units.

      9.6 PAYMENT IN SETTLEMENT OF PERFORMANCE AWARDS. Payment of the final
value of a Performance Award earned by a Participant as determined following the
completion of the applicable Performance Period pursuant to Sections 9.4 and 9.5
may be made in cash, shares of Stock, or a combination thereof as determined by
the Committee. If payment is made in shares of Stock, the number of such shares
shall be determined by dividing the final value of the Performance Award by the
Fair Market Value of a share of Stock on the settlement date. Payment may be
made in a lump sum or installments as prescribed by the Committee. If any
payment is to be made on a deferred basis, the Committee may, but shall not be
obligated to, provide for the payment during the deferral period of Dividend
Equivalents or a reasonable rate of interest within the meaning of Section
162(m).

      9.7 RESTRICTIONS APPLICABLE TO PAYMENT IN SHARES. Shares of Stock issued
in payment of any Performance Award may be fully vested and freely transferable
shares or may be shares of Stock subject to Vesting Conditions as provided in
Section 8.4. Any shares subject to Vesting Conditions shall be evidenced by an
appropriate Restricted Stock Bonus Agreement and shall be subject to the
provisions of Sections 8.4 through 8.7 above.

      9.8 EFFECT OF TERMINATION OF SERVICE. The effect of the Participant's
termination of Service on any Performance Award shall be determined by the
Committee, in its discretion, and set forth in the Award Agreement evidencing
such Performance Award.

      9.9 NONTRANSFERABILITY OF PERFORMANCE AWARDS. Performance Shares and
Performance Units may not be sold, exchanged, transferred, pledged, assigned, or
otherwise disposed of other than by will or by the laws of descent and
distribution until the completion of the applicable Performance Period. All
rights with respect to Performance Shares and Performance Units granted to a
Participant hereunder shall be exercisable during his or her lifetime only by
such Participant.

10. STANDARD FORMS OF AWARD AGREEMENT.

      10.1 AWARD AGREEMENTS. Each Award shall comply with and be subject to the
terms and conditions set forth in the appropriate form of Award Agreement
approved by the Committee concurrently with its adoption of the Plan and as
amended from time to time. Any Award Agreement may consist of an appropriate
form of Notice of Grant and a form of Agreement incorporated therein by
reference, or such other form or forms as the Committee may approve from time to
time.

      10.2 AUTHORITY TO VARY TERMS. The Committee shall have the authority from
time to time to vary the terms of any standard form of Award Agreement either in
connection with the grant or amendment of an individual Award or in connection
with the authorization of a new standard form or forms; provided, however, that
the terms and conditions of any such new, revised or amended standard form or
forms of Award Agreement are not inconsistent with the terms of the Plan.

Adopted 2/14/04; Amended & Restated 5/7/04

                                      16
<PAGE>

11. CHANGE IN CONTROL.

      11.1 DEFINITIONS.

            (a)   An "Ownership Change Event" shall be deemed to have occurred
if any of the following occurs with respect to the Company: (i) the direct or
indirect sale or exchange in a single or series of related transactions by the
stockholders of the Company of more than fifty percent (50%) of the voting stock
of the Company; (ii) a merger or consolidation in which the Company is a party;
(iii) the sale, exchange, or transfer of all or substantially all of the assets
of the Company; or (iv) a liquidation or dissolution of the Company.

            (b)   A "Change in Control" shall mean an Ownership Change Event or
a series of related Ownership Change Events (collectively, a "Transaction")
wherein the stockholders of the Company immediately before the Transaction do
not retain immediately after the Transaction, in substantially the same
proportions as their ownership of shares of the Company's voting stock
immediately before the Transaction, direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting stock of the Company or, in the case of a Transaction
described in Section 8.1(a)(iii), the corporation or corporations to which the
assets of the Company were transferred (the "Transferee Corporation(s)"), as the
case may be. For purposes of the preceding sentence, indirect beneficial
ownership shall include, without limitation, an interest resulting from
ownership of the voting stock of one or more corporations which, as a result of
the Transaction, own the Company or the Transferee Corporation(s), as the case
may be, either directly or through one or more subsidiary corporations. The
Committee shall have the right to determine whether multiple sales or exchanges
of the voting stock of the Company or multiple Ownership Change Events are
related, and its determination shall be final, binding and conclusive.

      11.2 EFFECT OF CHANGE IN CONTROL ON OPTIONS. In the event of a Change in
Control, the surviving, continuing, successor, or purchasing corporation or
other business entity or parent corporation thereof, as the case may be (the
"Acquiring Corporation"), may, without the consent of the Participant, either
assume the Company's rights and obligations under outstanding Options or
substitute for outstanding Options substantially equivalent options for the
Acquiring Corporation's stock. In the event that the Acquiring Corporation
elects not to assume or substitute for outstanding Options in connection with a
Change in Control, the exercisability and vesting of each such outstanding
Option and any shares acquired upon the exercise thereof held by a Participant
whose Service has not terminated prior to such date shall be accelerated,
effective as of the date ten (10) days prior to the date of the Change in
Control. The exercise or vesting of any Option and any shares acquired upon the
exercise thereof that was permissible solely by reason of this Section 10.2 and
the provisions of such Option Agreement shall be conditioned upon the
consummation of the Change in Control. Any Options which are neither assumed or
substituted for by the Acquiring Corporation in connection with the Change in
Control nor exercised as of the date of the Change in Control shall terminate
and cease to be outstanding effective as of the date of the Change in Control.
Notwithstanding the foregoing, shares acquired upon exercise of an Option prior
to the Change in Control and any consideration received pursuant to the Change
in Control with respect to such shares shall continue to be subject to all
applicable provisions of the Option Agreement evidencing such Option except as
otherwise provided in such Option Agreement. Furthermore, notwithstanding the
foregoing, if the corporation the stock of which is subject to the outstanding
Options immediately prior to an Ownership Change Event described in Section
10.1(a)(i) constituting a Change in Control is the surviving or continuing
corporation and immediately after such Ownership Change Event less than fifty
percent (50%) of the total combined voting power of its voting stock is held by
another corporation or by other corporations that are members of an affiliated
group within the meaning of Section 1504(a) of the Code without regard to the
provisions of Section 1504(b) of the Code, the outstanding Options shall not
terminate unless the Committee otherwise provides in its discretion.

      11.3 EFFECT OF CHANGE IN CONTROL ON SARs. In the event of a Change in
Control, the Acquiring Corporation may, without the consent of any Participant,
either assume the Company's rights and obligations under outstanding SARs or
substitute for outstanding SARs substantially equivalent SARs for

Adopted 2/14/04; Amended & Restated 5/7/04

                                      17
<PAGE>

the Acquiring Corporation's stock. In the event the Acquiring Corporation elects
not to assume or substitute for outstanding SARs in connection with a Change in
Control, then any unexercised and/or unvested portions of outstanding SARs shall
be immediately exercisable and vested in full as of the date thirty (30) days
prior to the date of the Change in Control. The exercise and/or vesting of any
SAR that was permissible solely by reason of this paragraph 11.3 shall be
conditioned upon the consummation of the Change in Control. Any SARs which are
not assumed by the Acquiring Corporation in connection with the Change in
Control nor exercised as of the time of consummation of the Change in Control
shall terminate and cease to be outstanding effective as of the time of
consummation of the Change in Control.

      11.4 EFFECT OF CHANGE IN CONTROL ON RESTRICTED STOCK AWARDS. In the event
of a Change in Control, the lapsing of the Vesting Conditions applicable to the
shares subject to the Restricted Stock Award held by a Participant whose Service
has not terminated prior to such date shall be accelerated effective as of the
date of the Change in Control. Any acceleration of the lapsing of Vesting
Conditions that was permissible solely by reason of this Section 11.4 and the
provisions of such Award Agreement shall be conditioned upon the consummation of
the Change in Control.

      11.5 EFFECT OF CHANGE IN CONTROL ON PERFORMANCE AWARDS. In the event of a
Change in Control, the Performance Award held by a Participant whose Service has
not terminated prior to such date (unless the Participant's Service terminated
by reason of the Participant's death or Disability) shall become payable
effective as of the date of the Change in Control. For this purpose, the final
value of the Performance Award shall be determined by the greater of (a) the
extent to which the applicable Performance Goals have been attained during the
Performance Period prior to the date of the Change in Control or (b) the
pre-established 100% level with respect to each Performance Target comprising
the applicable Performance Goals. Any acceleration of a Performance Award that
was permissible solely by reason of this Section 11.5 and the provisions of such
Award Agreement shall be conditioned upon the consummation of the Change in
Control.

12. COMPLIANCE WITH SECURITIES LAW.

            The grant of Awards and the issuance of shares of Stock pursuant to
any Award shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities and the
requirements of any stock exchange or market system upon which the Stock may
then be listed. In addition, no Award may be exercised or shares issued pursuant
to an Award unless (a) a registration statement under the Securities Act shall
at the time of such exercise or issuance be in effect with respect to the shares
issuable pursuant to the Award or (b) in the opinion of legal counsel to the
Company, the shares issuable pursuant to the Award may be issued in accordance
with the terms of an applicable exemption from the registration requirements of
the Securities Act. The inability of the Company to obtain from any regulatory
body having jurisdiction the authority, if any, deemed by the Company's legal
counsel to be necessary to the lawful issuance and sale of any shares hereunder
shall relieve the Company of any liability in respect of the failure to issue or
sell such shares as to which such requisite authority shall not have been
obtained. As a condition to issuance of any Stock, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the
Company.

13. TAX WITHHOLDING.

      13.1 TAX WITHHOLDING IN GENERAL. The Company shall have the right to
require the Participant, through payroll withholding, cash payment or otherwise,
including by means of a Cashless Exercise of an Option, to make adequate
provision for the federal, state, local and foreign taxes, if any, required by
law to be withheld by the Participating Company Group with respect to an Award
or the shares acquired pursuant thereto. The Company shall have no obligation to
deliver shares of Stock, to release shares of Stock from an escrow established
pursuant to an Award Agreement, or to make any payment in cash under the Plan
until the Participating Company Group's tax withholding obligations have been
satisfied by the Participant.

Adopted 2/14/04; Amended & Restated 5/7/04

                                      18
<PAGE>

      13.2 WITHHOLDING IN SHARES. The Company shall have the right, but not the
obligation, to deduct from the shares of Stock issuable to a Participant upon
the exercise or settlement of an Award, or to accept from the Participant the
tender of, a number of whole shares of Stock having a Fair Market Value, as
determined by the Company, equal to all or any part of the tax withholding
obligations of the Participating Company Group. The Fair Market Value of any
shares of Stock withheld or tendered to satisfy any such tax withholding
obligations shall not exceed the amount determined by the applicable minimum
statutory withholding rates.

14. TERMINATION OR AMENDMENT OF PLAN.

            The Committee may terminate or amend the Plan at any time. However,
subject to changes in applicable law, regulations or rules that would permit
otherwise, without the approval of the Company's stockholders, there shall be
(a) no increase in the maximum aggregate number of shares of Stock that may be
issued under the Plan (except by operation of the provisions of Section 4.2),
(b) no change in the class of persons eligible to receive Incentive Stock
Options, and (c) no other amendment of the Plan that would require approval of
the Company's stockholders under any applicable law, regulation or rule. No
termination or amendment of the Plan shall affect any then outstanding Award
unless expressly provided by the Committee. In any event, no termination or
amendment of the Plan may adversely affect any then outstanding Award without
the consent of the Participant, unless such termination or amendment is required
to enable an Option designated as an Incentive Stock Option to qualify as an
Incentive Stock Option or is necessary to comply with any applicable law,
regulation or rule.

15. MISCELLANEOUS PROVISIONS.

      15.1 PROVISION OF INFORMATION. Each Participant shall be given access to
information concerning the Company equivalent to that information generally made
available to the Company's common stockholders.

      15.2 RIGHTS AS EMPLOYEE, CONSULTANT OR DIRECTOR. No person, even though
eligible pursuant to Section 5, shall have a right to be selected as a
Participant, or, having been so selected, to be selected again as a Participant.
Nothing in the Plan or any Award granted under the Plan shall confer on any
Participant a right to remain an Employee, Consultant or Director, or interfere
with or limit in any way the right of a Participating Company to terminate the
Participant's Service at any time.

      15.3 RIGHTS AS A STOCKHOLDER. A Participant shall have no rights as a
stockholder with respect to any shares covered by an Award until the date of the
issuance of a certificate for such shares (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date such certificate is
issued, except as provided in Section 4.2 or another provision of the Plan.

      15.4 BENEFICIARY DESIGNATION. Each Participant may file with the Company a
written designation of a beneficiary who is to receive any benefit under the
Plan to which the Participant is entitled in the event of such Participant's
death before he or she receives any or all of such benefit. Each designation
will revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. If a
married Participant designates a beneficiary other than the Participant's
spouse, the effectiveness of such designation shall be subject to the consent of
the Participant's spouse. If a Participant dies without an effective designation
of a beneficiary who is living at the time of the Participant's death, the
Company will pay any remaining unpaid benefits to the Participant's legal
representative.

Adopted 2/14/04; Amended & Restated 5/7/04

                                      19
<PAGE>

      15.5 UNFUNDED OBLIGATION. Any amounts payable to Participants pursuant to
the Plan shall be unfunded obligations for all purposes, including, without
limitation, Title I of the Employee Retirement Income Security Act of 1974. No
Participating Company shall be required to segregate any monies from its general
funds, or to create any trusts, or establish any special accounts with respect
to such obligations. The Company shall retain at all times beneficial ownership
of any investments, including trust investments, which the Company may make to
fulfill its payment obligations hereunder. Any investments or the creation or
maintenance of any trust or any Participant account shall not create or
constitute a trust or fiduciary relationship between the Committee or any
Participating Company and a Participant, or otherwise create any vested or
beneficial interest in any Participant or the Participant's creditors in any
assets of any Participating Company. The Participants shall have no claim
against any Participating Company for any changes in the value of any assets
which may be invested or reinvested by the Company with respect to the Plan.

Adopted 2/14/04; Amended & Restated 5/7/04

                                      20