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                                                                  Exhibit 4.1.1

                        TESSCO TECHNOLOGIES INCORPORATED
                AMENDED AND RESTATED 1994 STOCK AND INCENTIVE PLAN


SECTION 1. PURPOSE

         The purpose of the TESSCO Technologies Incorporated Amended and
Restated 1994 Stock and Incentive Plan (the "Plan") is to attract and retain
outstanding individuals as Key Employees of TESSCO Technologies Incorporated
(the "Company") and its Affiliates and to motivate such individuals to achieve
the long-term performance goals of the Company by providing incentives to such
individuals in the form of stock ownership or monetary payments based on the
value of the capital stock of the Company or its financial performance, or
both, on the terms and conditions set forth herein.

SECTION 2. DEFINITIONS

         As used in the Plan and unless the context clearly indicates otherwise,
the following terms shall have the respective meanings set forth below:

         (a) "Affiliate" shall mean any entity that is controlled directly or
indirectly by the Company.

         (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit or Performance Award granted under the Plan.

         (c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan.

         (d) "Beneficiary" shall mean the person designated by the Participant,
on a form provided by the Company, to exercise the Participant's rights in
accordance with Section 7(f) of the Plan in the event of death or, if no such
person is designated, the estate or personal representative of such Participant.

         (e) "Board of Directors" shall mean the Board of Directors of the
Company.

         (f) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (g) "Commission" shall mean the United States Securities and Exchange
Commission or any successor agency.


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         (h) "Committee" shall mean the Compensation Committee of the Board of
Directors. The Committee shall be composed of two or more directors, all of whom
shall be "disinterested persons" within the meaning of Rule 16b-3 and "outside
directors" within the meaning of Section 162(m)(4)(C) of the Code and any
regulations issued thereunder.

         (i) "Disability" shall mean a total and permanent disability within the
meaning of the Company's long-term disability plan, as amended from time to
time.

         (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         (k) "Fair Market Value" shall mean, with respect to any property
(excluding the Shares or other securities), the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Committee, and with respect to any Shares or other
securities, the last reported sale price of the Shares or other securities on
any national securities exchange or quotation system providing such information
on the day prior to the date of the determination or, if not listed on any such
exchange or quotation system, the average of the bid and asked prices of the
Shares or other securities as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") as of the day prior to the date of
the determination of the fair market value or, if not listed on NASDAQ, the fair
market value of the Shares or other securities as of the day prior to the date
of such determination as determined in good faith by the Board of Directors or
the Committee.

         (l) "Incentive Stock Option" shall mean an Option granted under Section
7(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision thereto.

         (m) "Key Employee" shall mean any officer or other employee of the
Company or of any Affiliate who is described in Section 6.

         (n) "Non-Qualified Option" shall mean an Option granted under Section
7(a) of the Plan that is not intended to be an Incentive Stock Option.

         (o) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.


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         (p) "Participant" shall mean a Key Employee or non-employee director
who is designated to be granted or has received an Award under the Plan.

         (q) "Performance Award" shall mean any Award granted under Section 7(d)
of the Plan.

         (r) "Person" shall mean any individual, corporation, partnership,
limited liability company, association, joint-stock company, trust,
unincorporated organization or government or political subdivision thereof.

         (s) "Released Securities" shall mean Restricted Stock with respect to
which all applicable restrictions have expired, lapsed or been waived.

         (t) "Restricted Stock" shall mean any Shares granted and issued under
Section 7(c) of the Plan.

         (u) "Restricted Stock Unit" shall mean any Award granted under Section
7(c) of the Plan that is denominated in Shares.

         (v) "Restriction Period" shall mean, with respect to Restricted Stock
or Restricted Stock Units, that period of time determined by the Committee
pursuant to Section 7(c).

         (w) "Retirement" shall mean termination of a Participant's employment
with the Company or any Affiliate at his or her "normal retirement date" as
defined in the Company's Retirement Savings Plan or any successor plan.

         (x) "Termination" shall mean any resignation or discharge from
employment with the Company or any Affiliate except in the event of Disability,
Retirement or death.

         (y) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Commission
under the Exchange Act or any successor rule or regulation thereto.

         (z) "Shares" shall mean shares of the Common Stock of the Company and
such other securities or property as may become the subject of Awards or become
subject to Awards pursuant to an adjustment made under Section 8 of the Plan.

         (aa) "Stock Appreciation Right" shall mean any Award granted under
Section 7(b) of the Plan.


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SECTION 3. EFFECTIVE DATE; STOCKHOLDER APPROVAL; TERMINATION

         (a) EFFECTIVE DATE AND STOCKHOLDER APPROVAL. Subject to the approval of
the Plan by the stockholders of the Company, in accordance with the provisions
of Rule 16b-3, the Plan shall be effective as of April 12, 1994. The Plan has
been readopted upon approval of the Stockholders as of July 22, 2004.

         (b) TERMINATION. No Award shall be granted under the Plan after
July 22, 2009; PROVIDED, HOWEVER, that any Award theretofore granted may extend
beyond such date unless expressly provided otherwise herein or in the applicable
Award Agreement; PROVIDED FURTHER, to the extent set forth in Section 8 hereof,
the authority of the Committee to amend, alter, adjust, suspend, discontinue or
terminate any such Award or to waive any conditions or restrictions with respect
to any such Award, and the authority of the Board of Directors to amend the
Plan, shall extend beyond such date.

SECTION 4. ADMINISTRATION

         The Plan shall be administered by the Committee; PROVIDED, HOWEVER,
that if at any time the Committee shall not be in existence, the functions of
the Committee as specified in the Plan shall be exercised by those members of
the Board of Directors who qualify as "disinterested persons" under Rule 16b-3
and as "outside directors" under Section 162(m)(4)(C) of the Code and any
regulations issued thereunder.

         Subject to the terms of the Plan and applicable law, the Committee
shall have full power and authority with respect to the Plan, including, without
limitation, the power to:

         (i) designate Participants;

         (ii) determine the types of Awards to be granted to each Participant
under the Plan;

         (iii) determine the number of Shares to be covered by (or with respect
to which payments, rights or other matters are to be calculated in connection
with) Awards;

         (iv) determine the terms and conditions of any Award;

         (v) determine whether, to what extent, under what circumstances and the
method by which Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property, or cancelled, forfeited or
suspended;


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         (vi) determine whether, to what extent and under what circumstances
cash, Shares, other securities, other Awards, other property and other amounts
payable with respect to an Award shall be deferred either automatically or at
the election of the holder thereof or of the Committee;

         (vii) interpret and administer the Plan and any instrument or agreement
relating to, and any Award made under, the Plan (including, without limitation,
any Award Agreement);

         (viii) establish, amend, suspend and waive such rules and regulations
and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and

         (ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.

         Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan, or any Award, shall be within the sole discretion of the Committee, may be
made at any time, and shall be final, conclusive and binding upon all Persons,
including the Company, any Affiliate, any Participant, any holder or Beneficiary
of any Award, any stockholder and any employee of the Company or of any
Affiliate.

SECTION 5. GRANTS OF AWARDS; SHARES AVAILABLE FOR AWARD

         (a) The Committee may, from time to time, grant Awards to one or more
Participants; PROVIDED, HOWEVER, that:

                  (i) subject to any adjustment pursuant to Section 8, the
aggregate number of Shares available with respect to which Awards may be granted
under the Plan shall be 1,172,500;

                  (ii) to the extent that any Shares covered by an Award granted
under the Plan, or to which any Award relates, are forfeited (prior to the
payment of dividends or the exercise by the holder of other indicia of ownership
of the Shares or other property issuable or payable with respect to the Award),
or if an Award otherwise terminates, expires or is cancelled prior to the
delivery of all of the Shares or of other consideration issuable or payable
pursuant to such Award, then the number of Shares counted against the number of
Shares available under the Plan in connection with the grant of such Award, to
the extent of any such forfeiture, termination, expiration or cancellation,
shall again be available for granting of Awards under the Plan;


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                  (iii) Shares which have been issued, or any other shares of
the capital stock of the Company, which a Participant tenders to the Company in
satisfaction of income and payroll tax withholding obligations or in
satisfaction of the exercise price of any Award shall remain authorized and
shall again be available for the purposes of the Plan; provided, however, that
any such previously issued Shares, or such other shares, shall not be the
subject of any grant under the Plan to any officer of the Company, or other
individual, who, at the time of such grant, is subject to the short-swing
trading provisions of Section 16 of the Exchange Act; and

                  (iv) any Shares ceasing to be subject to an Award due to the
exercise of an Award or expiration of a Restriction Period shall no longer be
available for granting of an Award hereunder.

         (b) For purpose of this Section 5:

                  (i) if an Award is denominated in Shares, the number of Shares
covered by such Award, or to which such Award relates, shall be counted on the
date of grant of such Award against the number of Shares available for granting
Awards under the Plan; and

                  (ii) if an Award is not denominated in Shares, a number of
Shares shall be counted on the date of grant of such Award against the number of
Shares available for granting Awards under the Plan equal to the quotient of the
Fair Market Value (calculated as of the date of grant) of the maximum amount of
cash or other consideration payable pursuant to such Award, divided by the Fair
Market Value of one Share on the date of grant.

         (c) Any Shares delivered by the Company pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares or of treasury
Shares. In determining the size of any Award, the Committee may take into
account a Participant's responsibility level, performance, potential, cash
compensation level, the Fair Market Value of the Shares at the time of the Award
and such other considerations as it deems appropriate.

SECTION 6. ELIGIBILITY

         Any Key Employee, including any executive officer or employee-director
of the Company or any Affiliate, who is not a member of the Committee and who,
in the opinion of the


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Committee, contributes to the continued growth, development and financial
success of the Company or an Affiliate shall be eligible to be designated as a
Participant. In addition, and notwithstanding the foregoing or any other
provision of the Plan, any non-employee director of the Company shall be
eligible to be designated as a Participant and receive Awards under the Plan,
provided that each grant of an Award to a non-employee director shall be
made only upon the concurrance of a majority of the members of the entire
Board of Directors who are disinterested in the grant, and not more than
50,000 shares issuable under the Plan may be issued to each non-employee
director.

SECTION 7. AWARDS

         (a) OPTIONS. The Committee is hereby authorized to grant Options to
Participants in the form of either Non-Qualified Stock Options or Incentive
Stock Options with the terms and conditions set forth in this Section 7 and with
such additional terms and conditions, in either case not inconsistent with the
provisions of the Plan, as the Committee shall determine. Notwithstanding any
other provision of the Plan, no Participant shall receive in any one calendar
year Options for more than 150,000 Shares.

                  (i)      LIMITATIONS ON INCENTIVE STOCK OPTIONS.

                  (A)      In the event the Committee grants Incentive Stock
                           Options, the aggregate Fair Market Value (determined
                           at the time the Options are granted) of the Shares
                           underlying any such Options, together with the shares
                           underlying any incentive stock options (as defined in
                           Section 422 of the Code) under any other plans of the
                           Company or any Affiliate, which shall be first
                           exercisable by any one Participant shall not, during
                           any calendar year, exceed $100,000, or such other
                           limitation as may be provided in the Code.

                  (B)      The grant of Options hereunder shall be subject to
                           guidelines adopted by the Committee with respect to
                           the timing and size of such Options. In addition, the
                           Committee may in its discretion provide that an
                           Option may not be exercised in whole or in part for
                           any period or periods specified by the Committee. The
                           right of a participant to exercise an Option shall be
                           cancelled if and to the extent that Shares covered by
                           such Option are used to calculate amounts received
                           upon exercise of a related Stock Appreciation Right.


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                  (C)      The terms of any Incentive Stock Option granted under
                           the Plan shall comply in all respects with the
                           provisions of Section 422 of the Code, or any
                           successor provision thereto, and any regulations
                           promulgated thereunder.

                  (ii)     EXERCISE PRICE. The exercise price per Share
purchasable under an Option shall be determined by the Committee; PROVIDED,
HOWEVER, that such exercise price shall not be less than the Fair Market Value
of a Share on the date of grant of the Option (or, if the Committee so
determines, in the case of any Option granted in tandem with or in substitution
for another Award or any outstanding award granted under any other plan of the
Company, on the date of grant of such other Award or award).

                  (iii)    OPTION TERM. The term of each Option shall be fixed
by the Committee; PROVIDED, HOWEVER, that in no event shall the term of any
Incentive Stock Option exceed a period of ten years from the date of its grant.

                  (iv)     EXERCISABILITY AND METHOD OF EXERCISE. Except for
such limitations as may be set forth herein, an Option shall become exercisable
in such manner and within such period or periods and in such installments or
otherwise as shall be determined by the Committee and set forth in the Award
Agreement evidencing the Option. The Committee also shall determine the method
or methods by which, and the form or forms in which, payment of the exercise
price with respect to any Option may be made or deemed to have been made.

         (b) STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to
grant Stock Appreciation Rights to Participants. Subject to the terms of the
Plan and any applicable Award Agreement, a Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to receive, upon
exercise thereof, the excess of (i) the Fair Market Value of one Share on the
date of exercise or, if the Committee shall so determine in the case of any such
right other than one related to any Incentive Stock Option, at any time during a
specified period before or after the date of exercise, over (ii) the grant price
of the right as specified by the Committee, which shall not be less than the
Fair Market Value of one Share on the date of grant of the Stock Appreciation
Right (or, if the Committee so determines, in the case of any Stock Appreciation
Right granted in tandem with or in substitution for another Award or any
outstanding award granted under any other plan of the Company, on the date of
grant of such other Award or


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award). Subject to the terms of the Plan and any applicable Award Agreement, the
grant price, term, methods of exercise, methods of settlement and any other
terms and conditions of any Stock Appreciation Right shall be as determined by
the Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate, including,
without limitation, restricting the time of exercise of the Stock Appreciation
Right to specified periods as may be necessary to satisfy the requirements of
Rule 16b-3. Notwithstanding any other provision of the Plan, no Participant
shall receive in any one calendar year Stock Appreciation Rights in respect to
more than 150,000 Shares.

         (c) RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

                  (i) ISSUANCE. The Committee is hereby authorized to grant
Awards of Restricted Stock and Restricted Stock Units to Participants, such
Awards, including the total number of Shares to which they pertain, to be
evidenced by an Award Agreement.

                  (ii) RESTRICTIONS. Shares of Restricted Stock and Restricted
Stock Units shall be issued in the name of the Participant without payment of
consideration, and shall be subject to such restrictions as the Committee may
impose (including, without limitation, a Restriction Period, any limitation on
the right to vote a Share of Restricted Stock or the right to receive any
dividend or other right or property), which restrictions may lapse separately or
in combination at such time or times, in such installments or otherwise, as the
Committee may deem appropriate. Different Restricted Stock or Restricted Stock
Unit Awards may have different Restriction Periods.

                  (iii) REGISTRATION. Any Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued to
evidence Shares of Restricted Stock granted under the Plan, such certificate
shall be registered in the name of the Participant and shall bear an appropriate
legend (as determined by the Committee) referring to the terms, conditions and
restrictions applicable to such Restricted Stock. Upon completion of the
applicable Restriction Period, the related restriction or restrictions upon the
Award shall expire and new certificates representing the Award shall be issued
without the applicable restrictive legend described herein. Such Shares shall be
delivered in accordance with the terms and conditions of such Participant's
Award Agreement.


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         (d) PERFORMANCE AWARDS. The Committee is hereby authorized to grant
Performance Awards to Participants. Subject to the terms of the Plan and any
applicable Award Agreement, a Performance Award granted under the Plan (i) may
be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof rights valued as determined by the Committee
and payable to, or exercisable by, the holder of the Performance Award, in whole
or in part, upon the achievement of such performance goals during such
performance periods as the Committee shall establish. Subject to the terms of
the Plan, the Committee shall establish performance goals to be achieved during
any performance period, the length of any performance period, the amount of any
Performance Award granted, and the amount of any payment or transfer to be made
pursuant to any Performance Award.

         (e) CODE SECTION 162(M) REQUIREMENTS. The Committee in its sole
discretion shall determine whether Awards made pursuant to the Plan shall be
designed to meet the requirements of performance-based compensation within the
meaning of Section 162(m) of the Code and any regulations issued thereunder.

         (f) TERMINATION, RETIREMENT, DISABILITY AND DEATH. In the event a
Participant ceases employment with the Company or any Affiliate prior to
exercise of the Participant's Option or Stock Appreciation Right, prior to the
lapse of any Restriction Period or prior to the achievement of any performance
goals or lapse of any performance period, such Award shall be subject to the
following provisions:

                  (i) TERMINATION. If the Termination is at the Company's
request for gross misconduct by the Participant, the Participant's Award shall
be forfeited immediately. If the Termination is at the Participant's request, or
at the Company's request for reasons other than gross misconduct, the Award
shall be forfeited immediately unless the Committee in its discretion decides
that an option or Stock Appreciation Right shall be exercisable and the extent
to which it shall be exercisable, or decides to remove any restrictions
applicable to Restricted Stock, Restricted Stock Units or Performance Awards.

                  (ii) RETIREMENT. In the event of Retirement, Options and Stock
Appreciation Rights must be exercised within 12 months (or such lesser period as
the Code may require) of the Participant's "normal retirement date" as defined
in the Company's Retirement Savings Plan or any successor plan, any restriction
applicable to a Restricted Stock Award shall be removed pro rata,


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in accordance with the portion of the Restriction Period which has expired upon
such Retirement, and any restriction applicable to any Performance Award may be
removed in the discretion of the Committee.

                  (iii) DISABILITY. Upon a Participant's Disability, the
Participant's Options and Stock Appreciation Rights shall be exercisable, any
restriction applicable under a Restricted Stock Award shall be removed on a pro
rata basis in accordance with the portion of the Restriction Period expired as
of the date of Disability, as such date is determined under the Company's
long-term disability plan, as amended from time to time, and any restriction
applicable under a Performance Award may be removed in the discretion of the
Committee.

                  (iv) DEATH. If the Participant shall die while in the
employment of the Company or any Affiliate or within the period of time after
Retirement during which the Participant would have been entitled to exercise his
Options and Stock Appreciation Rights, the Participant's Beneficiary shall have
the right to exercise such Options and Stock Appreciation Rights within 12
months from the date of the Participant's death to the extent the Participant
was entitled to exercise the same immediately prior to the Participant's death.
Any restriction applicable under a deceased Participant's Restricted Stock Award
shall be removed on a pro rata basis in accordance with the portion of the
Restricted Period which had expired as of the date of death, and any restriction
applicable under a deceased Participant's Performance Award may be removed in
the discretion of the Committee.

         (g) ELECTION TO RECOGNIZE INCOME. If a Participant makes an election in
a timely manner pursuant to Section 83(b) of the Code to recognize income for
tax purposes when an Award is first made, the Participant shall notify the
Company within 10 days of the making of such election.

         (h) GENERAL.

                  (i) AWARD AGREEMENTS. Each Award granted under the Plan shall
be evidenced by an Award Agreement in such form as shall have been approved by
the Committee.

                  (ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may
be granted either alone or in addition to, in tandem with, or in substitution
for any other Award or any award granted under any other plan of the Company or
any Affiliate. Awards granted in addition to or in tandem with other Awards, or
in addition to or in tandem with awards granted under


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any other plan of the Company or any Affiliate, may be granted either at the
same time as or at a different time from the grant of such other Awards or
awards.

                  (iii) FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of
the Plan and of any applicable Award Agreement, payments or transfers to be made
by the Company or any Affiliate upon the grant, exercise or payment of an Award
may be made in such form or forms as the Committee shall determine, including,
without limitation, cash, Shares, other securities, other Awards or other
property, or any combination thereof, and may be made in a single payment or
transfer, in installments or on a deferred basis, in each case in accordance
with rules and procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of interest in installments or deferred payments.

                  (iv) LIMITS ON TRANSFER OF AWARDS. No Award (other than
Released Securities), and no right under any such Award, shall be assignable,
alienable, saleable or transferable by a Participant otherwise than by will or
by the laws of descent and distribution (or, in the case of an Award of
Restricted Stock, to the Company); PROVIDED, HOWEVER, that, if so determined by
the Committee, a Participant may, in the manner established by the Committee,
designate a Beneficiary to exercise the rights of the Participant, and to
receive any property distributable with respect to any Award upon the death of
the Participant. Each Award, and each right under any Award, shall be
exercisable, during the Participant's lifetime, only by the Participant or, if
permissible under applicable law, by the Participant's guardian or legal
representative. No Award (other than Released Securities), and no right under
any such Award, may be pledged, alienated, attached or otherwise encumbered, and
any purported pledge, alienation, attachment or encumbrance thereof shall be
void and unenforceable against the Company or any Affiliate.

                  (v) TERM OF AWARDS. Except as otherwise provided herein, the
term of each Award shall be for such period as may be determined by the
Committee.

                  (vi) SHARE CERTIFICATES AND REPRESENTATION BY PARTICIPANTS.
All certificates for Shares or other securities delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations and other requirements of the Commission, any
stock exchange or other market upon which such Shares or other securities are
then listed or traded, and any applicable federal


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or state securities laws, and the Committee may cause a legend or legends to be
inscribed upon any such certificate(s) to make appropriate reference to such
restrictions. The Committee may require each Participant or other Person who
acquires Shares or other securities under the Plan to represent to the Company
in writing that such Participant or other Person is acquiring the Shares or
other securities without a view to the distribution thereof.

SECTION 8. AMENDMENT AND TERMINATION; ADJUSTMENTS; CORRECTIONS

         (a) AMENDMENTS TO THE PLAN. The Board of Directors may amend, alter,
suspend, discontinue or terminate the Plan; PROVIDED, HOWEVER, that no
amendment, alteration, suspension, discontinuation or termination of the Plan
shall in any manner (except as otherwise provided in this Section 8) adversely
affect any Award granted and then outstanding under the Plan, without the
consent of the respective Participant; PROVIDED FURTHER, HOWEVER, that,
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the stockholders of the Company, no such amendment, alteration,
suspension, discontinuation or termination shall be made that would:

                  (i) increase the total number of Shares available for Awards
under the Plan, except as provided in Section 8(c) hereof;

                  (ii) materially increase the benefits accruing to Participants
under the Plan; or

                  (iii) materially modify the requirements as to eligibility for
participation in the Plan.

         (b) AMENDMENTS TO AWARDS. The Committee may, in whole or in part, waive
any conditions or other restrictions with respect to, and may amend, alter,
suspend, discontinue or terminate, any Award granted under the Plan,
prospectively or retroactively, but no such action shall impair the rights of
any Participant without the Participant's consent, except as provided in Section
8(c) and (d) hereof.

         (c) CERTAIN ADJUSTMENTS OF AWARDS.

                  (i) In the event the Company or any Affiliate shall assume
outstanding employee awards or the right or obligation to make future such
awards in connection with the acquisition of another business or business
entity, the


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Committee may make such adjustments in the terms of Awards, not inconsistent
with the terms of the Plan, as it shall deem appropriate in order to achieve
reasonable comparability or other equitable relationship between the assumed
awards and the Awards granted under the Plan, as so adjusted.

                  (ii) In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction, change in applicable laws, regulations
or financial accounting principles or other event affects the Shares, such that
an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee may, in such manner as
it may deem equitable, adjust any or all of: (A) the number and type of Shares
(or other securities or property) which thereafter may be made the subject of
Awards under the Plan; (B) the number and type of Shares (or other securities or
property) subject to outstanding Awards; and (C) the grant, purchase or exercise
price with respect to any Award, or, if deemed appropriate, make provision for a
cash payment to the holder of an outstanding Award; PROVIDED, HOWEVER, in each
case, that with respect to Awards of Incentive Stock Options, no such adjustment
shall be authorized to the extent that such authority would cause the Plan to
violate Section 422(b)(1) of the Code or any successor provision thereto;
PROVIDED FURTHER, HOWEVER, that the number of Shares subject to any Award
denominated in Shares shall always by a whole number.

         (d) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
any Award or Award Agreement in the manner and to the extent it shall deem
desirable to carry the Plan into effect.

SECTION 9. GENERAL PROVISIONS

         (a) NO RIGHTS TO AWARDS. No Key Employee, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Key Employees, Participants or holders
or Beneficiaries of Awards under the Plan. The terms


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and conditions of Awards need not be the same with respect to each Participant.

         (b) WITHHOLDING. No later than the date as of which an amount first
becomes includible in the gross income of a Participant for federal income tax
purposes with respect to any Award under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by
law to be withheld with respect to such amount. Unless otherwise determined by
the Committee, withholding obligations arising with respect to Awards under the
Plan may be settled with Shares (other than Restricted Stock), including Shares
that are part of, or are received upon exercise of, the Award that gives rise to
the withholding requirement. The obligations of the Company under the Plan shall
be conditioned on such payment or arrangements, and the Company and any
Affiliate shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Participant. The Committee may
establish such procedures as it deems appropriate for the settling of
withholding obligations with Shares, including, without limitation, the
establishment of such procedures as may be necessary to satisfy the requirements
of Rule 16b-3.

         (c) ACCELERATION. Except as otherwise provided hereunder, the Committee
may, in its discretion, accelerate the time at which an outstanding Award
granted hereunder may be exercised. With respect to Restricted Stock, in the
event of a public tender offer for all or any portion of the Shares of the
Company, or in the event that any proposal to merge or consolidate the Company
with another entity is submitted to the stockholders of the Company for a vote,
the Committee, in its sole discretion, may shorten or eliminate the Restriction
Period consistent with the best interests of the Company.

         (d) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or any Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.

         (e) UNFUNDED STATUS OF THE PLAN. Unless otherwise determined by the
Committee, the Plan shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not establish any


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<Page>

fiduciary relationship between the Company and any Participant or other Person.
To the extent any Person holds any right by virtue of the grant of an Award
under the Plan, such right (unless otherwise determined by the Committee) shall
be no greater than the right of an unsecured general creditor of the Company.

         (f) GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company to
make payment of Awards in Shares or otherwise shall be subject to all applicable
laws, rules and regulations, and to such approvals by any government agencies as
may be required. If Shares awarded hereunder may in certain circumstances be
exempt from registration under the Securities Act of 1933, the Company may
restrict its transfer in such manner as it deems advisable to ensure such exempt
status.

         (g) INDEMNIFICATION. The Company shall indemnify and hold harmless each
individual who is or at any time serves as a member of the Committee against and
from:

                  (i) any loss, cost, liability or expense that may be imposed
upon or reasonably incurred by such individual in connection with or resulting
from any claim, action, suit or proceeding to which such individual may be a
party or in which such individual may be involved by reason of any action or
failure to act under the Plan; and

                  (ii) any and all amounts paid by such individual in
satisfaction of judgment in any such action, suit or proceeding relating to the
Plan.

         Each individual covered by this indemnification shall give the Company
an opportunity, at its own expense, to handle and defend the same before such
individual undertakes to handle and defend it on such individual's own behalf.
In addition, such individuals shall also be entitled to any other rights of
indemnification which such individuals may have under the certificates of
incorporation or by-laws of the Company or any Affiliate, as a matter of law, or
otherwise, or of any power that the Company or any Affiliate may have to
indemnify such individual or hold such individual harmless.

         (h) GOVERNING LAW. The validity, construction and effect of the Plan,
and any rules and regulations relating to the Plan, shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.


                                       16
<Page>

         (i) SEVERABILITY. If any provision of the Plan, any Award Agreement or
any Award is or becomes or is deemed to be invalid, illegal or unenforceable in
any jurisdiction, or as to any Person or Award, or would disqualify the Plan,
any Award Agreement or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan,
the Award Agreement or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award, and the remainder of the Plan, such Award
Agreement and such Award shall remain in full force and effect.

         (j) NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan, any Award Agreement or any Award, and the
Committee shall determine whether cash, other securities or other property shall
be paid or transferred in lieu of any fractional Shares, or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

         (k) HEADINGS. Headings are given to the sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.



                            ------------------------



[Note: By virtue of a 3-for-1 stock split effected in connection with the
initial public offering of the common stock of the Company in September, 1994,
the number of Shares in respect of which options may be issued under the Plan
in any one calendar year was increased from 50,000 to 150,000, and the number
of Shares in respect of which Stock Appreciation Rights may be issued under
the Plan in any one calendar year was increased from 50,000 to 150,000.]


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