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                                                                    EXHIBIT 10.3

                                TEKNI-PLEX, INC.
                              STOCK INCENTIVE PLAN

      SECTION 1. Purpose. The purposes of the Tekni-Plex, Inc. Stock Incentive
Plan are to promote the interests of Tekni-Plex, Inc. (the "COMPANY") and its
stockholders by (i) attracting and retaining exceptional executive personnel and
other key employees of the Company and its Subsidiaries; (ii) motivating such
employees by means of performance-related incentives to achieve longer-range
performance goals; and (iii) enabling such employees to participate in the
long-term growth and financial success of the Company.

      SECTION 2. Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:

      "AFFILIATE" means (i) any entity that is, directly or indirectly,
controlled by the Company and (ii) any other entity in which the Company has a
significant equity interest or which has a significant equity interest in the
Company, in either case as determined by the Committee.

      "AWARD" means any Option, Stock Appreciation Right, Performance Award,
Restricted Share or other Stock-Based Award.

      "AWARD AGREEMENT" means any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

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

      "CAUSE" means "Cause" as defined in any Employment Agreement or Award
Agreement or if not so defined:

      (a) a Participant's willful and continued failure substantially to perform
his duties (other than as a result of total or partial incapacity due to
physical or mental illness);

      (b) an act or acts on a Participant's part constituting a felony under the
laws of the United States or any state thereof or any other jurisdiction in
which the Company conducts business;

      (c) a Participant being repeatedly under the influence of illegal drugs or
alcohol while performing his duties; or

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      (d) any other act or omission which is materially injurious to the
financial condition or business reputation of the Company as determined in the
reasonable discretion of the Company, including a Participant's breach of the
provisions of any non-competition, non-solicitation or confidentiality covenant
in favor of the Company and its subsidiaries binding upon such Participant.

      "CHANGE OF CONTROL" shall mean, unless otherwise defined in any Employment
Agreement or Award Agreement,

(i) any "PERSON" (as such term is used in Section 3(a)(9) and 13(d)(3) of the
Exchange Act) other than any person who is an Affiliate of the Company on the
Effective Date or any "GROUP" (within the meaning of such Section 13(d)(3))
other than any group consisting of one or more of such Affiliates, acquires,
directly or indirectly, by virtue of the consummation of any purchase, merger or
other combination, securities of the Company representing more than 33% of the
combined voting power of the Company's then outstanding voting securities with
respect to matters submitted to a vote of the stockholders generally;

(ii) the approval by the shareholders of the Company of a plan or agreement
providing for a merger or consolidation of the Company, other than a merger or
consolidation with a wholly-owned subsidiary, unless, immediately following such
merger or consolidation, the voting securities of the Company outstanding
immediately prior thereto represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 67% of the
combined voting power of the surviving entity; or

(iii) a sale or transfer by the Company or any of its Subsidiaries of
substantially all of the consolidated assets of the Company and its Subsidiaries
to an entity which is not an Affiliate of the Company prior to such sale or
transfer.

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

      "COMMITTEE" means the Compensation Committee of the Board.

      "DISABILITY" shall mean a Participant's inability, as a result of physical
or mental illness, to perform the duties of his position(s) for a period of 120
consecutive days or for an aggregate of 180 days in any twelve consecutive month
period. Any question as to the existence of the Disability of a Participant as
to which such Participant and the Company cannot agree shall be determined in
writing by a qualified independent physician selected by the Company and
reasonably acceptable to the Participant. The determination of Disability made
in writing to the Company and the Participant shall be final and conclusive for
all purposes of the Plan.

      "EMPLOYEE" means an employee of the Company or any Subsidiary.

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      "EMPLOYMENT AGREEMENT" means an employment agreement entered into between
the Company or any Subsidiary and a Participant.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "FAIR MARKET VALUE" means with respect to the Shares as of any given date
or dates, the average reported closing price of a share of such class of common
stock on such exchange or market as is the principal trading market for such
class of common stock for the five trading days immediately preceding such date
or dates. If such class of common stock is not traded on an exchange or
principal trading market on such date, the fair market value of a Share shall be
determined by the Committee in good faith.

      "INCENTIVE STOCK OPTION" means a right to purchase Shares from the Company
that is granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

      "INITIAL PUBLIC OFFERING" means an initial underwritten public offering of
equity securities of the Company pursuant to an effective registration statement
under the Securities Act of 1933, as amended.

      "NON-QUALIFIED STOCK OPTION" means a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is not intended to
be an Incentive Stock Option.

      "OPTION" means an Incentive Stock Option or a Non-Qualified Stock Option.

      "OTHER STOCK-BASED AWARD" shall mean any right granted under Section 10 of
the Plan.

      "PARTICIPANT" means any Employee selected by the Committee to receive an
Award under the Plan (and to the extent applicable, any heirs or legal
representatives thereof).

      "PERFORMANCE AWARD" shall mean any right granted under Section 8 of the
Plan.

      "PERSON" means any individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

      "PLAN" means this Tekni-Plex, Inc. Stock Incentive Plan.

      "RESTRICTED SHARE" shall mean any Share granted under Section 9 of the
Plan.

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      "SEC" means the Securities and Exchange Commission or any successor
thereto.

      "SHARES" means shares of common stock, $0.01 par value, of the Company or
such other securities as may be designated by the Committee from time to time.

      "STOCK APPRECIATION RIGHT" means any right granted under Section 7 of the
Plan.

      "SUBSIDIARY" shall mean, with respect to any Person, any corporation or
other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such Person.

      "SUBSTITUTE AWARDS" means Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

      SECTION 3. Administration.

         (a) AUTHORITY OF COMMITTEE. The Plan shall be administered by the
Committee. Subject to the terms of the Plan, applicable law and contractual
restrictions affecting the Company, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to a Participant; (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 and Award Agreement; (v) determine whether, to
what extent, and under what circumstances Awards may be settled or exercised in
cash, Shares, other securities, other Awards or other property, or canceled,
forfeited, or suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited, or suspended; (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, or Award made under, the Plan; (viii) establish,
amend, suspend, or 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.

         (b) COMMITTEE DISCRETION BINDING. Unless otherwise expressly provided
in the Plan, all designations, determinations, interpretations, and other

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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 Subsidiary,
any Participant, any holder or beneficiary of any Award, any shareholder and any
Employee.

    SECTION 4. Shares Available for Awards.

         (a) SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b)
and 4(c), the number of Shares with respect to which Awards may be granted under
the Plan shall be 45.75206, of which the number of Shares with respect to which
Incentive Stock Options may be granted under the Plan shall be 45.75206. If,
after the effective date of the Plan, any Shares covered by an Award granted
under the Plan or to which such an Award relates are forfeited, or if such an
Award is settled for cash or otherwise terminates or is canceled without the
delivery of Shares, then the Shares covered by such Award, or to which such
Award relates, or the number of Shares otherwise counted against the aggregate
number of Shares with respect to which Awards may be granted, to the extent of
any such settlement, forfeiture, termination or cancellation, shall, in the
calendar year in which such settlement, forfeiture, termination or cancellation
occurs, again become Shares with respect to which Awards may be granted. In
addition, Shares tendered in satisfaction or partial satisfaction of the
exercise price of any Award or any tax withholding obligations will again become
Shares with respect to which Awards may be granted. Notwithstanding the
foregoing and subject to adjustment as provided in Section 4(b), no Employee of
the Company may receive Awards in any calendar year that relate to more than 15
Shares.

         (b) ADJUSTMENTS. In the event that the Committee determines 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, reclassification, 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 or 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 shall, in such manner as it may deem equitable, adjust any or all of
(i) the number of Shares of the Company (or number and kind of other securities
or property) with respect to which Awards may thereafter be granted, (ii) the
number of Shares or other securities of the Company (or number and kind of other
securities or property) subject to outstanding Awards, and (iii) the grant 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.

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         (c) SUBSTITUTE AWARDS. Any Shares underlying Substitute Awards shall
not be counted against the Shares available for Awards under the Plan.

         (d) SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

      SECTION 5. Eligibility. Any Employee shall be eligible to be designated a
Participant.

      SECTION 6. Stock Options.

         (a) GRANT. The Committee shall have sole and complete authority to
determine the Employees to whom Options shall be granted, the number of Shares
to be covered by each Option, the exercise price therefor and the conditions and
limitations applicable to the exercise of the Option. The Committee shall have
the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock
Options, or to grant both types of options. In the case of Incentive Stock
Options, the terms and conditions of such grants shall be subject to and comply
with such rules as may be prescribed by Section 422 of the Code, as from time to
time amended, and any regulations implementing such statute.

         (b) EXERCISE PRICE. Except as otherwise provided in an Award Agreement
and in the case of Substitute Awards, the exercise price shall be the Fair
Market Value on the date of grant.

         (c) EXERCISE. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter. The
Committee may impose such conditions with respect to the exercise of Options,
including without limitation, any relating to the application of Federal or
state securities laws, as it may deem necessary or advisable.

         (d) PAYMENT. No Shares shall be delivered pursuant to any exercise of
an Option until payment in full of the exercise price, or adequate provision
therefor, is received by the Company. Such payment may be made: (i) in cash;
(ii) in Shares owned by the Participant for at least six months (the value of
such Shares shall be their Fair Market Value on the date of exercise); (iii) by
a combination of cash and Shares; (iv) if approved by the Committee, in
accordance with a cashless exercise program; or (v) in such other manner as
permitted by the Committee at the time of grant or thereafter.

      SECTION 7. Stock Appreciation Rights.

         (a) GRANT. The Committee shall have sole and complete authority to
determine the Employees to whom Stock Appreciation Rights shall be granted,

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the number of Shares to be covered by each Stock Appreciation Right Award, the
grant thereof and the conditions and limitations applicable to the exercise
thereof. Stock Appreciation Rights may be granted in tandem with another Award,
in addition to another Award, or freestanding and unrelated to another Award.
Stock Appreciation Rights granted in tandem with or in addition to an Award may
be granted either at the same time as the Award or at a later time. Stock
Appreciation Rights shall not be exercisable earlier than six months after grant
and shall have an exercise price as determined by the Committee on the date of
grant.

         (b) EXERCISE AND PAYMENT. A Stock Appreciation Right shall entitle the
Participant to receive an amount equal to the excess of the Fair Market Value of
a Share on the date of exercise of the Stock Appreciation Right over the
exercise price thereof. The Committee shall determine whether a Stock
Appreciation Right shall be settled in cash, Shares or a combination of cash and
Shares.

         (c) OTHER TERMS AND CONDITIONS. Subject to the terms of the Plan and
any applicable Award Agreement, the Committee shall determine, at or after the
grant of a Stock Appreciation Right, the term, methods of exercise, methods and
form of settlement, and any other terms and conditions of any Stock Appreciation
Right. Any such determination by the Committee may be changed by the Committee
from time to time and may govern the exercise of Stock Appreciation Rights
granted or exercised prior to such determination as well as Stock Appreciation
Rights granted or exercised thereafter. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it shall deem
appropriate.

      SECTION 8. Performance Awards.

         (a) GRANT. The Committee shall have sole and complete authority to
determine the Employees to whom Performance Awards shall be granted, the number
of Shares to be covered by each Performance Award, the grant thereof and the
conditions and limitations applicable to the exercise thereof. Performance
Awards (i) shall consist of rights denominated or payable in cash, Shares, other
securities or other property (including without limitation, restricted
securities) and (ii) shall confer on the holder thereof rights valued as
determined by the Committee and payable to, or exercisable by, such holder, in
whole or in part, upon the achievement of such performance goals during such
performance periods as the Committee shall establish. The criteria with respect
to which performance goals may be established shall be determined by the
Committee and may include stock price, market share, sales, earnings, earnings
per share, earnings before income tax, cash flow and return on equity.

         (b) TERMS AND CONDITIONS. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the performance goals
to be achieved during any performance period, the length of any performance
period, the amount of any

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Performance Award and the amount of any payment or transfer to be made pursuant
to any Performance Award.

         (c) PAYMENT OF PERFORMANCE AWARDS. Performance Awards may be paid in a
lump sum or in installments following the close of the performance period or, in
accordance with procedures established by the Committee, on a deferred basis.

      SECTION 9. Restricted Shares.

         (a) GRANT. The Committee shall have sole and complete authority to
determine the Employees to whom Restricted Shares shall be granted, the number
of Restricted Shares to be granted to each Participant, the duration of the
period during which, and the conditions under which, the Restricted Shares may
be forfeited to the Company, and the other terms and conditions of such Awards.
In addition:

(i) Transfer Restrictions. Restricted Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as provided in the Plan or
the applicable Award Agreement. Each certificate issued in respect of Restricted
Shares with respect to which transfer restrictions remain in effect shall bear a
legend describing the restrictions to which the Restricted Shares are subject.
Upon the lapse of the restrictions applicable to such Restricted Shares, the
owner thereof may surrender to the Company the certificate or certificates
representing such Shares and receive in exchange therefor a new certificate or
certificates representing such Shares free of the legend and a certificate or
certificates representing the remainder of the Shares, if any, with the legend.

(ii) Distributions. Distributions paid on or in respect of any Restricted Shares
may be paid directly to the Participant, or may be reinvested in additional
Restricted Shares, as determined by the Committee in its sole discretion.

      SECTION 10. Other Stock-Based Awards.

      The Committee is hereby authorized to grant Employees Other Stock-Based
Awards, which shall consist of a right (i) which is other than an Award or right
described in Sections 6, 7, 8 or 9 above and (ii) which is denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or
related to Shares (including, without limitation, securities convertible into
Shares), as are deemed by the Committee to be consistent with the purposes of
the Plan. Subject to the terms of the Plan and any applicable Award Agreement,
the Committee shall determine the terms and conditions of any such Other
Stock-Based Award, which conditions may include satisfaction of performance
goals.

      SECTION 11. Termination or Suspension of Employment or Service. The
following provisions shall apply in the event of the Participant's termination
of

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employment or service unless the Committee shall have provided otherwise, either
at the time of the grant of the Award or thereafter.

      (a) CAUSE; TERMINATION BY PARTICIPANT. If the Participant's employment or
service with the Company or its Subsidiaries is terminated by the Company for
Cause or by the Participant for any reason other than retirement after age 65
(or earlier with the Company's consent), all Awards (whether vested or unvested)
shall be forfeited.

      (b) DEATH; DISABILITY; RETIREMENT; TERMINATION BY THE COMPANY WITHOUT
CAUSE. Except as the Committee may at any time otherwise provide or as required
to comply with applicable law, if the Participant's employment or service with
the Company or its Subsidiaries is terminated for any reason other than those
described in clause (a) above, the Participant or his successor (if employment
or service is terminated by death) shall have the right (subject to Section
11(c)) to exercise, or retain, as the case may be, any vested Award, during the
one-year period (90 days in the case of a termination by the Company without
Cause) following such termination of employment or service, but in no event
shall such Award be exercisable later than the date such Award would have
expired had it not been for the termination of such employment or service. All
unvested Awards shall be forfeited.

      (c) CALLS. Prior to an Initial Public Offering, upon a Participant's
termination of employment, the Company or its designee shall have the right to
purchase all or a portion of the vested Awards and/or Shares acquired upon the
exercise of Awards. In the case of a termination of employment by the Company
for Cause or by the Participant for any reason other than retirement after age
65 (or earlier with the Company's consent), the purchase price per Share shall
equal the lower of (i) Fair Market Value on the date of termination and (ii) the
amount paid by the Participant for such Share, if any. In all other types of
terminations, the purchase price per Share shall equal the Fair Market Value on
the date of termination and the purchase price per vested Award shall equal the
Fair Market Value on the date of termination less the exercise price of such
Award. If the Company elects to exercise its right under this clause (c), the
Company shall deliver written notice to the Participant to such effect within 60
days of a termination of employment. Payment of the purchase price may be made
in cash or by certified check; provided that if the terms of any agreement to
which the Company is a party, or any of the indentures governing any debt
securities issued by the Company or any of its subsidiaries would prohibit the
Company from effecting such payment, payment may be effected through a
promissory note having such commercially reasonable terms and interest rate as
may be determined by the Company in its reasonable discretion, provided that in
any event such note shall become due at such time as the prohibitions described
above shall lapse. Payment shall be made within five days of the Company's
determination of Fair Market Value. The Company shall use its best efforts to

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determine Fair Market Value at the time it delivers the written notice referred
to above.

      SECTION 12. Change of Control. In the event of a Change of Control, all
Awards shall become immediately vested.

      SECTION 13. Amendment and Termination.

         (a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement for which or with which the Board
deems it necessary or desirable to qualify or comply. Notwithstanding anything
to the contrary herein, the Committee may amend the Plan in such manner as may
be necessary so as to have the Plan conform with local rules and regulations in
any jurisdiction outside the United States.

         (b) AMENDMENTS TO AWARDS. Subject to the terms of the Plan and
applicable law, the Committee may waive any conditions or rights under, amend
any terms of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary.

         (c) CANCELLATION. Any provision of this Plan or any Award Agreement to
the contrary notwithstanding, in the event of a Change of Control or an offer to
Participants generally relating to the acquisition of Shares, including through
purchase, merger or otherwise, the Committee may cause any Award granted
hereunder to be canceled in consideration of a cash payment or alternative Award
made to the holder of such canceled Award equal in value to the Fair Market
Value of such canceled Award.

         SECTION 14.  General Provisions.

         (a) DIVIDEND EQUIVALENTS. In the sole and complete discretion of the
Committee, an Award may provide the Participant with dividends or dividend
equivalents, payable in cash, Shares, other securities or other property on a
current or deferred basis.

         (b) NONTRANSFERABILITY. Except to the extent otherwise provided in an
Award Agreement, (i) no Award and (ii) prior to expiration of the right of the
Company to purchase Shares pursuant to Section 11(c), no Share acquired upon
exercise of an Award shall be assigned, alienated, pledged, attached, sold or

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otherwise transferred or encumbered by a Participant, except by will or the laws
of descent and distribution.

         (c) NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

         (d) SHARE CERTIFICATES. Certificates issued in respect of Shares shall,
unless the Committee otherwise determines, be registered in the name of the
Participant. Such stock certificate shall carry such appropriate legends, and
such written instructions shall be given to the Company's transfer agent, as may
be deemed necessary or advisable by counsel to the Company in order to comply
with the requirements of the Securities Act of 1933, any state securities laws
or any other applicable laws and the restrictions on transfer set forth herein.
All certificates for Shares or other securities of the Company or any Subsidiary
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 Securities and Exchange Commission or any stock exchange upon which such
Shares or other securities are then listed and any applicable laws or rules or
regulations, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

         (e) WITHHOLDING. A Participant may be required to pay to the Company or
any Subsidiary, and the Company or any Subsidiary shall have the right and is
hereby authorized to withhold from any Award, from any payment due or transfer
made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other
Awards or other property) of any applicable withholding taxes in respect of an
Award, its exercise, or any payment or transfer under an Award or under the Plan
and to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for the payment of such taxes. The Committee may
provide for additional cash payments to holders of Awards to defray or offset
any tax arising from any such grant, lapse, vesting, or exercise of any Award.

         (f) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto.

         (g) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in
the Plan shall prevent the Company or any Subsidiary from adopting or continuing
in effect other compensation arrangements, which may, but need not, provide for
the grant of options, restricted stock, Shares and other types of Awards
provided for hereunder (subject to shareholder approval if such approval

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is required), and such arrangements may be either generally applicable or
applicable only in specific cases.

         (h) 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 or
service of the Company or any Subsidiary. Further, the Company or an Subsidiary
may at any time dismiss a Participant from employment or service, free from any
liability or any claim under the Plan, unless otherwise expressly provided in
the Plan or in any Award Agreement.

         (i) RIGHTS AS A STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a stockholder with respect to any Shares to be issued under
the Plan until he or she has become the holder of such Shares.

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

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

         (l) OTHER LAWS. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant in connection therewith shall
be promptly refunded to the relevant Participant, holder or beneficiary. Without
limiting the generality of the foregoing, no Award granted hereunder shall be
construed as an offer to sell securities of the Company, and no such offer shall
be outstanding, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all
applicable requirements of the U.S. federal securities laws and any other laws
to which such offer, if made, would be subject.

         (m) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments

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from the Company or any Subsidiary pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Subsidiary.

         (n) NO FRACTIONAL SHARES. The Committee shall not be required to issue
or deliver fractional Shares pursuant to the Plan or any Award, and the
Committee shall determine whether cash or other securities or other property
shall be paid or transferred in lieu of any fractional Shares.

         (o) 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.

      SECTION 15. Term of the Plan.

         (a) EFFECTIVE DATE. The Plan shall be effective as of December 31,
1997.

         (b) EXPIRATION DATE. No Incentive Stock Option shall be granted under
the Plan after the tenth anniversary of the Effective Date. Unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award
granted hereunder may, and the authority of the Board or the Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award or to waive any
conditions or rights under any such Award shall, continue after the authority
for grant of new Awards hereunder has been exhausted.

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