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                                                                    EXHIBIT 10.7

                         WHEELING-PITTSBURGH CORPORATION

                      2003 MANAGEMENT STOCK INCENTIVE PLAN
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                                TABLE OF CONTENTS



<TABLE>
<S>                                                                          <C>
1.    Purpose.................................................................1

2.    Definitions.............................................................1

3.    Term of the Plan........................................................3

4.    Stock Subject to the Plan...............................................4

5.    Administration..........................................................4

6.    Authorization and Eligibility...........................................5

7.    Specific Terms of Awards................................................5

8.    Adjustment Provisions...................................................9

9.    Settlement of Awards....................................................11

10.   Reservation of Stock....................................................13

11.   No Special Employment or Other Rights...................................13

12.   Nonexclusivity of the Plan..............................................14

13.   Termination and Amendment of the Plan...................................14

14.   Notices and Other Communications........................................14

15.   Governing Law...........................................................14
</TABLE>
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                         WHEELING-PITTSBURGH CORPORATION

                      2003 MANAGEMENT STOCK INCENTIVE PLAN

1.    PURPOSE

      This Plan is intended to encourage ownership of Common Stock by employees,
consultants and directors of the Company and its Affiliates and to provide
additional incentive for them to promote the success of the Company's business.
The Plan is intended to be an incentive stock option plan within the meaning of
Section 422 of the Code, but not all Awards are required to be Incentive
Options.

2.    DEFINITIONS

      As used in this Plan, the following terms shall have the following
meanings:

      2.1.  Accelerate, Accelerated, and Acceleration, when used with respect to
an Option, means that as of the time of reference the Option will become
exercisable with respect to some or all of the shares of Common Stock for which
it was not then otherwise exercisable by its terms, and, when used with respect
to Restricted Stock, means that the Risk of Forfeiture otherwise applicable to
the Stock shall expire with respect to some or all of the shares of Restricted
Stock then still otherwise subject to the Risk of Forfeiture.

      2.2.  Acquisition means a merger or consolidation of the Company with or
into another person or the sale, transfer, or other disposition of all or
substantially all of the Company's assets to one or more other persons in a
single transaction or series of related transactions, unless securities
possessing more than 50% of the total combined voting power of the survivor's or
acquiror's outstanding securities (or the securities of any parent thereof) are
held by a person or persons who held securities possessing more than 50% of the
total combined voting power of the Company immediately prior to that
transaction.

      2.3.  Affiliate means any corporation, partnership, limited liability
company, business trust, or other entity controlling, controlled by or under
common control with the Company.

      2.4.  Award means any grant or sale pursuant to the Plan of Options,
Restricted Stock or Stock Grants.

      2.5.  Award Agreement means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

      2.6.  Board means the Company's Board of Directors.

      2.7.  Change of Control means the occurrence of either of the following:
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                                      -2-

            (a)   any person or group of persons (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from
time to time), other than the Company or an Affiliate, directly or indirectly
acquires beneficial ownership (determined pursuant to Securities and Exchange
Commission Rule 13d-3 promulgated under the said Exchange Act) of securities
possessing more than 50% of the total combined voting power of the Company's
outstanding securities pursuant to a tender or exchange offer made directly to
the Company's stockholders that the Board does not recommend such stockholders
to accept, or

            (b)   over a period of 36 consecutive months or less, there is a
change in the composition of the Board such that a majority of the Board members
(rounded up to the next whole number, if a fraction) ceases, by reason of one or
more proxy contests for the election of Board members, to be composed of
individuals who either (A) have been Board members continuously since the
beginning of that period, or (B) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in the preceding clause (A) who were still in office at the time that
election or nomination was approved by the Board.

      2.8.  Code means the Internal Revenue Code of 1986, as amended from time
to time, or any successor statute thereto, and any regulations issued from time
to time thereunder.

      2.9.  Committee means any committee of the Board delegated responsibility
by the Board for the administration of the Plan, as provided in Section 5 of the
Plan. For any period during which no such committee is in existence "Committee"
shall mean the Board and all authority and responsibility assigned to the
Committee under the Plan shall be exercised, if at all, by the Board.

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

      2.11. Company means Wheeling-Pittsburgh Corporation, a corporation
organized under the laws of the State of Delaware.

      2.12. Fair Market Value of a share of Common Stock as of a particular date
(the "Determination Date") means:

            (a)   If the principal trading market for the Common Stock is a
securities exchange or The Nasdaq National Market, the average of the closing
prices of the Common Stock as reported on such exchange or The Nasdaq National
Market, as applicable, for each of the five (5) business days immediately
preceding the Determination Date; or

            (b)   If the Common Stock is principally traded over-the-counter,
the average of the closing bid prices for each of the twenty (20) business days
immediately preceding the Determination Date; or
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                                      -3-

            (c)   If there is no public market for the Common Stock, the fair
market value thereof, as determined in good faith by the Committee.

      2.13. Grant Date means the date as of which an Option is granted, as
determined under Section 7.1(a).

      2.14. Incentive Option means an Option which by its terms is to be treated
as an "incentive stock option" within the meaning of Section 422 of the Code.

      2.15. Nonstatutory Option means any Option that is not an Incentive
Option.

      2.16. Option means an option to purchase shares of Common Stock.

      2.17. Optionee means a Participant to whom an Option shall have been
granted under the Plan.

      2.18. Participant means any holder of an outstanding Award under the Plan.

      2.19. Plan means this 2003 Equity Incentive Plan of the Company, as
amended from time to time, and including any attachments or addenda hereto.

      2.20. Restricted Stock means a grant of sale of shares of Common Stock to
a Participant subject to a Risk of Forfeiture.

      2.21. Restriction Period means the period of time, established by the
Committee in connection with an Award of Restricted Stock, during which the
shares of Restricted Stock are subject to a Risk of Forfeiture described in the
applicable Award Agreement.

      2.22. Risk of Forfeiture means a limitation on the right of the
Participant to retain Restricted Stock, including a right in the Company to
reacquire the Shares at less than their then Fair Market Value, arising because
of the occurrence or non-occurrence of specified events or conditions.

      2.23. Stock Grant means the grant of shares of Common Stock not subject to
restrictions or other forfeiture conditions.

      2.24. Ten Percent Owner means a person who owns, or is deemed within the
meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or
any parent or subsidiary corporations of the Company, as defined in Sections
424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent
Owner shall be determined with respect to an Option based on the facts existing
immediately prior to the Grant Date of the Option.

3.    TERM OF THE PLAN

      Unless the Plan shall have been earlier terminated by the Board, Awards
may be granted under this Plan at any time in the period commencing on the date
of approval of
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                                      -4-

the Plan by the Board and ending immediately prior to the tenth anniversary of
the earlier of the adoption of the Plan by the Board or approval of the Plan by
the Company's stockholders. Awards granted pursuant to the Plan within that
period shall not expire solely by reason of the termination of the Plan. Awards
of Incentive Options granted prior to stockholder approval of the Plan are
expressly conditioned upon such approval, but in the event of the failure of the
stockholders to approve the Plan shall thereafter and for all purposes be deemed
to constitute Nonstatutory Options.

4.    STOCK SUBJECT TO THE PLAN

      At no time shall the number of shares of Common Stock issued pursuant to
or subject to outstanding Awards granted under the Plan exceed 1,000,000 shares
of Common Stock; subject, however, to the provisions of Section 8 of the Plan.
For purposes of applying the foregoing limitation, if any Option expires,
terminates, or is cancelled for any reason without having been exercised in
full, or if any Award of Restricted Stock is forfeited by the recipient, the
shares not purchased by the Optionee or forfeited by the recipient shall again
be available for Awards to be granted under the Plan. Shares of Common Stock
issued pursuant to the Plan may be either authorized but unissued shares or
shares held by the Company in its treasury.

5.    ADMINISTRATION

      The Plan shall be administered by the Committee; provided, however, that
at any time and on any one or more occasions the Board may itself exercise any
of the powers and responsibilities assigned the Committee under the Plan and
when so acting shall have the benefit of all of the provisions of the Plan
pertaining to the Committee's exercise of its authorities hereunder; and
provided further, however, that the Committee may delegate to an executive
officer or officers the authority to grant Awards hereunder to employees who are
not officers, and to consultants, in accordance with such guidelines as the
Committee shall set forth at any time or from time to time. Subject to the
provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all determinations with
respect to each Award to be granted by the Company under the Plan including the
employee, consultant or director to receive the Award and the form of Award. In
making such determinations, the Committee may take into account the nature of
the services rendered by the respective employees, consultants, and directors,
their present and potential contributions to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall deem
relevant. Subject to the provisions of the Plan, the Committee shall also have
complete authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, to determine the terms and provisions of the
respective Award Agreements (which need not be identical), and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee's determinations made in good faith on matters referred to in the Plan
shall be final, binding and conclusive on all persons having or claiming any
interest under the Plan or an Award made pursuant to hereto.
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                                      -5-

6.    AUTHORIZATION AND ELIGIBILITY

      The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards, either alone or in combination with
any other Awards, to any employee of or consultant to one or more of the Company
and its Affiliates or to non-employee members of the Board or of any board of
directors (or similar governing authority) of any Affiliate. However, only
employees of the Company, and of any parent or subsidiary corporations of the
Company, as defined in Sections 424(e) and (f), respectively, of the Code, shall
be eligible for the grant of an Incentive Option. Further, in no event shall the
number of shares of Common Stock covered by Options or other Awards granted to
any one person in any one calendar year exceed 25% of the aggregate number of
shares of Common Stock subject to the Plan.

      Each grant of an Award shall be subject to all applicable terms and
conditions of the Plan (including but not limited to any specific terms and
conditions applicable to that type of Award set out in the following Section),
and such other terms and conditions, not inconsistent with the terms of the
Plan, as the Committee may prescribe. No prospective Participant shall have any
rights with respect to an Award, unless and until such Participant has executed
an agreement evidencing the Award, delivered a fully executed copy thereof to
the Company, and otherwise complied with the applicable terms and conditions of
such Award.

7.    SPECIFIC TERMS OF AWARDS

      7.1.  Options.

            (a)   Date of Grant. The granting of an Option shall take place at
the time specified in the Award Agreement. Only if expressly so provided in the
applicable Award Agreement shall the Grant Date be the date on which the Award
Agreement shall have been duly executed and delivered by the Company and the
Optionee.

            (b)   Exercise Price. The price at which shares of Common Stock may
be acquired under each Incentive Option shall be not less than 100% of the Fair
Market Value of Common Stock on the Grant Date, or not less than 110% of the
Fair Market Value of Common Stock on the Grant Date if the Optionee is a Ten
Percent Owner. The price at which shares may be acquired under each Nonstatutory
Option shall not be so limited solely by reason of this Section.

            (c)   Option Period. No Incentive Option may be exercised on or
after the tenth anniversary of the Grant Date, or on or after the fifth
anniversary of the Grant Date if the Optionee is a Ten Percent Owner. The Option
period under each Nonstatutory Option shall not be so limited solely by reason
of this Section.

            (d)   Exercisability. An Option may be immediately exercisable or
become exercisable in such installments, cumulative or non-cumulative, as the
Committee may determine. In the case of an Option not otherwise immediately
exercisable in full, the Committee may Accelerate such Option in whole or in
part at any
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                                      -6-


time; provided, however, that in the case of an Incentive Option, any such
Acceleration of the Option would not cause the Option to fail to comply with the
provisions of Section 422 of the Code or the Optionee consents to the
Acceleration.

            (e)   Termination of Association with the Company. Unless the
Committee shall provide otherwise with respect to any Option, if the Optionee's
employment or other association with the Company and its Affiliates ends for any
reason, including because of the Optionee's employer ceasing to be an Affiliate,
any outstanding Option of the Optionee shall cease to be exercisable in any
respect not later than 90 days following that event and, for the period it
remains exercisable following that event, shall be exercisable only to the
extent exercisable at the date of that event. Military or sick leave or other
bona fide leave shall not be deemed a termination of employment or other
association, provided that it does not exceed the longer of ninety (90) days or
the period during which the absent Optionee's reemployment rights, if any, are
guaranteed by statute or by contract.

            (f)   Transferability. Except as otherwise provided in this
subsection (f), Options shall not be transferable, and no Option or interest
therein may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. All
of a Participant's rights in any Option may be exercised during the life of the
Participant only by the Participant or the Participant's legal representative.
However, the Committee may, at or after the grant of a Nonstatutory Option,
provide that such Option may be transferred by the recipient to a family member;
provided, however, that any such transfer is without payment of any
consideration whatsoever and that no transfer of an Option shall be valid unless
first approved by the Committee, acting in its sole discretion. For this
purpose, "family member" means any child, stepchild, grandchild, parent,
stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the employee's household
(other than a tenant or employee), a trust in which the foregoing persons have
more than fifty (50) percent of the beneficial interests, a foundation in which
the foregoing persons (or the Participant) control the management of assets, and
any other entity in which these persons (or the Participant) own more than fifty
(50) percent of the voting interests.

            (g)   Method of Exercise. An Option may be exercised by the Optionee
giving written notice, in the manner provided in Section 14, specifying the
number of shares with respect to which the Option is then being exercised. The
notice shall be accompanied by payment in the form of cash or check payable to
the order of the Company in an amount equal to the exercise price of the shares
to be purchased or, if the Committee had so authorized on the grant of an
Incentive Option or on or after grant of a Nonstatutory Option (and subject to
such conditions, if any, as the Committee may deem necessary to avoid adverse
accounting effects to the Company) by delivery to the Company of
<PAGE>
                                      -7-

                  (i) shares of Common Stock having a Fair Market Value equal to
            the exercise price of the shares to be purchased, or

                  (ii) the Optionee's executed promissory note in the principal
            amount equal to the exercise price of the shares to be purchased and
            otherwise in such form as the Committee shall have approved,
            provided however that such note shall provide that the Company shall
            not be required to maintain, extend or arrange credit for the
            Optionee if and when prohibited by applicable law.

If the Stock becomes traded on an established market, payment of any exercise
price may also be made through and under the terms and conditions of any formal
cashless exercise program authorized by the Company entailing the sale of the
Stock subject to an Option in a brokered transaction (other than to the
Company). Receipt by the Company of such notice and payment in any authorized or
combination of authorized means shall constitute the exercise of the Option.
Within thirty (30) days thereafter but subject to the remaining provisions of
the Plan, the Company shall deliver or cause to be delivered to the Optionee or
his agent a certificate or certificates for the number of shares then being
purchased. Such shares shall be fully paid and nonassessable.

            (h)   Limit on Incentive Option Characterization. An Incentive
Option shall be considered to be an Incentive Option only to the extent that the
number of shares of Common Stock for which the Option first becomes exercisable
in a calendar year do not have an aggregate Fair Market Value (as of the date of
the grant of the Option) in excess of the "current limit". The current limit for
any Optionee for any calendar year shall be $100,000 minus the aggregate Fair
Market Value at the date of grant of the number of shares of Common Stock
available for purchase for the first time in the same year under each other
Incentive Option previously granted to the Optionee under the Plan, and under
each other incentive stock option previously granted to the Optionee under any
other incentive stock option plan of the Company and its Affiliates. Any shares
of Common Stock which would cause the foregoing limit to be violated shall be
deemed to have been granted under a separate Nonstatutory Option, otherwise
identical in its terms to those of the Incentive Option.

            (i)   Notification of Disposition. Each person exercising any
Incentive Option granted under the Plan shall be deemed to have covenanted with
the Company to report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code
and, if and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, to remit to the Company an amount in cash
sufficient to satisfy those requirements.

            (j)   Rights Pending Exercise. No person holding an Option shall be
deemed for any purpose to be a stockholder of the Company with respect to any of
the shares of Stock issuable pursuant to his Option, except to the extent that
the Option shall
<PAGE>
                                      -8-


have been exercised with respect thereto and, in addition, a certificate shall
have been issued therefor and delivered to such holder or his agent.

      7.2.  Restricted Stock.

            (a)   Purchase Price. Shares of Restricted Stock shall be issued
under the Plan for such consideration, in cash, other property or services, or
any combination thereof, as is determined by the Committee.

            (b)   Issuance of Certificates. Each Participant receiving an Award,
subject to subsection (c) below, shall be issued one or more stock certificates
in respect of such shares of Restricted Stock. Such certificate shall be
registered in the name of such Participant, and, if applicable, shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award substantially in the following form:

      The transferability of this certificate and the shares represented
      by this certificate are subject to the terms and conditions of the
      Wheeling-Pittsburgh Corporation 2003 Equity Incentive Plan and an
      Award Agreement entered into by the registered owner and the
      Wheeling-Pittsburgh Corporation. Copies of such Plan and Agreement
      are on file in the offices of the Company.

            (c)   Escrow of Shares. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Stock covered by such Award.

            (d)   Restrictions and Restriction Period. During the Restriction
Period applicable to shares of Restricted Stock, such shares shall be subject to
limitations on transferability and a Risk of Forfeiture arising on the basis of
such conditions related to the performance of services, Company or Affiliate
performance or otherwise as the Committee may determine and provide for in the
applicable Award Agreement. Any such Risk of Forfeiture may be waived or
terminated, or the Restriction Period shortened, at any time by the Committee on
such basis as it deems appropriate.

            (e)   Rights Pending Lapse of Risk of Forfeiture or Forfeiture of
Award. Except as otherwise provided in the Plan or the applicable Award
Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to,
or forfeiture of, an Award of Restricted Stock, the Participant shall have all
of the rights of a stockholder of the Company, including the right to vote, and
the right to receive any dividends with respect to, the shares of Restricted
Stock. At any time and from time to time, the Committee may permit or require
the payment of any cash dividends otherwise due in respect of an Award of
Restricted Stock to be deferred and, if the Committee so determines, reinvested
in additional Restricted Stock (at its then Fair Market Value) to the extent
shares are available under Section 4.
<PAGE>
                                      -9-


            (f)   Termination of Association with the Company. Unless the
Committee shall provide otherwise for any Award of Restricted Stock, upon
termination of a Participant's employment or other association with the Company
and its Affiliates for any reason during the Restriction Period, including
because of the Participant's employer ceasing to be an Affiliate during the
Restriction Period, all shares of Restricted Stock still subject to Risk of
Forfeiture shall be forfeited or otherwise subject to return to or repurchase by
the Company on the terms specified in the Award Agreement; provided, however,
that military or sick leave or other bona fide leave shall not be deemed a
termination of employment or other association, if it does not exceed the longer
of ninety (90) days or the period during which the absent Participant's
reemployment rights, if any, are guaranteed by statute or by contract.

            (g)   Lapse of Restrictions. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock, the certificates for
such shares shall be delivered to the Participant promptly if not theretofore so
delivered.

      7.3.  Stock Grants. Stock Grants shall be awarded in recognition of
significant contributions to the success of the Company or its Affiliates, in
lieu of compensation and in such other circumstances as the Committee deems
appropriate. Stock Grants shall be made without forfeiture conditions of any
kind.

      7.4.  Awards to Participants Outside the United States. The Committee may
modify the terms of any Award under the Plan granted to a Participant who is, at
the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to
be necessary or appropriate in order that the Award shall conform to laws,
regulations, and customs of the country in which the Participant is then
resident or primarily employed, or so that the value and other benefits of the
Award to the Participant, as affected by foreign tax laws and other restrictions
applicable as a result of the Participant's residence or employment abroad,
shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. An Award may be modified
under this Section 7.4 in a manner that is inconsistent with the express terms
of the Plan, so long as such modifications will not contravene any applicable
law or regulation.

8.    ADJUSTMENT PROVISIONS

      8.1.  Adjustment for Corporate Actions. All of the share numbers set forth
in the Plan reflect the capital structure of the Company as of the effective
date of the Company's Plan of Reorganization in 2003. If subsequent to that date
the outstanding shares of Common Stock (or any other securities covered by the
Plan by reason of the prior application of this Section) are increased,
decreased, or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all the
property of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, or other distribution with
respect to such shares of Common
<PAGE>
                                      -10-


Stock, or other securities, an appropriate and proportionate adjustment will be
made in (i) the maximum numbers and kinds of shares provided in Section 4, (ii)
the numbers and kinds of shares or other securities subject to the then
outstanding Awards, (iii) the exercise price for each share or other unit of any
other securities subject to then outstanding Options (without change in the
aggregate purchase price as to which such Options remain exercisable), and (iv)
the repurchase price of each share of Restricted Stock then subject to a Risk of
Forfeiture in the form of a Company repurchase right.

8.2.  Treatment in the Event of an Acquisition.

      Subject to any provisions of then outstanding Awards granting greater
rights to the holders thereof, the Committee shall have the discretion,
exercisable in advance of, at the time of, or (except to the extent otherwise
provided below) at any time after, an Acquisition, to provide for any or all of
the following (subject to and upon such terms as the Committee may deem
appropriate): (A) the Acceleration of any or all outstanding Options (including
Options that are assumed or replaced pursuant to clause (C) below) that are not
exercisable in full at the time the Acquisition, such Acceleration to become
effective at the time of the Acquisition, or at such time following the
Acquisition that the employment, consultancy or directorship or other
association of the applicable Optionee or Optionees terminates, or at such other
time or times as the Committee shall determine; (B) the termination of any or
all of the Company's repurchase rights with respect to Restricted Stock Awards,
such termination to become effective at the time of the Acquisition, or at such
time following the Acquisition that the employment, consultancy, directorship or
other association of the Participant or Participants that hold such Restricted
Stock Awards terminates, or at such other time or times as the Committee shall
determine; (C) the assumption of outstanding Options, or the substitution of
outstanding Options with equivalent options, by the acquiring or succeeding
corporation or entity (or an affiliate thereof); or (D) the termination of all
Options (other than Options that are assumed or substituted pursuant to clause
(C) above) that remain outstanding at the time of the consummation of the
Acquisition, provided that, the Committee shall have made the determination to
effect such termination prior to the consummation of the Acquisition and the
Committee shall have given, or caused to be given, to all Optionees written
notice of such potential termination at least five business days prior to the
consummation of the Acquisition. The provisions of this Section 8.2 shall not be
construed as to limit or restrict in any way the Committee's general authority
under Sections 7.1(d) or 7.2(d) hereof to Accelerate Options in whole or in part
at any time or to waive or terminate at any time any Risk of Forfeiture
applicable to shares of Restricted Stock. Each outstanding Option that is
assumed in connection with an Acquisition, or is otherwise to continue in effect
subsequent to an Acquisition, will be appropriately adjusted, immediately after
the Acquisition, as to the number and class of securities and the price at which
it may be exercised in accordance with Section 8.1.

      8.3.  Treatment in the Event of a Change of Control. Subject to any
provisions of then outstanding Awards granting greater rights to the holders
thereof, upon the occurrence of a Change of Control, each outstanding Option not
then exercisable in full
<PAGE>
                                      -11-


and each Restricted Stock Award still then subject to a Risk of Forfeiture shall
be automatically Accelerated.

      8.4.  Dissolution or Liquidation. Upon dissolution or liquidation of the
Company, other than as part of an Acquisition or similar transaction, each
outstanding Option shall terminate, but the Optionee (if at the time in the
employ of or otherwise associated with the Company or any of its Affiliates)
shall have the right, immediately prior to the dissolution or liquidation, to
exercise the Option to the extent exercisable on the date of dissolution or
liquidation.

      8.5.  Related Matters. Any adjustment in Awards made pursuant to this
Section 8 shall be determined and made, if at all, by the Committee and shall
include any correlative modification of terms, including of Option exercise
prices, rates of vesting or exercisability, Risks of Forfeiture and applicable
repurchase prices for Restricted Stock, which the Committee may deem necessary
or appropriate so as to ensure the rights of the Participants in their
respective Awards are not substantially diminished nor enlarged as a result of
the adjustment and corporate action other than as expressly contemplated in this
Section 8. No fraction of a share shall be purchasable or deliverable upon
exercise, but in the event any adjustment hereunder of the number of shares
covered by an Award shall cause such number to include a fraction of a share,
such number of shares shall be adjusted to the nearest smaller whole number of
shares. No adjustment of an Option exercise price per share pursuant to this
Section 8 shall result in an exercise price which is less than the par value of
the Stock.

9.    SETTLEMENT OF AWARDS

      9.1.  Violation of Law. Notwithstanding any other provision of the Plan or
the relevant Award Agreement, if, at any time, in the reasonable opinion of the
Company, the issuance of shares of Common Stock covered by an Award may
constitute a violation of law, then the Company may delay such issuance and the
delivery of a certificate for such shares until (i) approval shall have been
obtained from such governmental agencies, other than the Securities and Exchange
Commission, as may be required under any applicable law, rule, or regulation and
(ii) in the case where such issuance would constitute a violation of a law
administered by or a regulation of the Securities and Exchange Commission, one
of the following conditions shall have been satisfied:

            (a)   the shares are at the time of the issue of such shares
effectively registered under the Securities Act of 1933; or

            (b)   the Company shall have determined, on such basis as it deems
appropriate (including an opinion of counsel in form and substance satisfactory
to the Company) that the sale, transfer, assignment, pledge, encumbrance or
other disposition of such shares or such beneficial interest, as the case may
be, does not require registration under the Securities Act of 1933, as amended
or any applicable State securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.
<PAGE>
                                      -12-


      9.2.  Corporate Restrictions on Rights in Stock. Any Stock to be issued
pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the charter,
certificate or articles, and by-laws, of the Company.

      9.3.  Investment Representations. The Company shall be under no obligation
to issue any shares covered by any Award unless the shares to be issued pursuant
to Awards granted under the Plan have been effectively registered under the
Securities Act of 1933, as amended, or the Participant shall have made such
written representations to the Company (upon which the Company believes it may
reasonably rely) as the Company may deem necessary or appropriate for purposes
of confirming that the issuance of such shares will be exempt from the
registration requirements of that Act and any applicable state securities laws
and otherwise in compliance with all applicable laws, rules and regulations,
including but not limited to that the Participant is acquiring the shares for
his or her own account for the purpose of investment and not with a view to, or
for sale in connection with, the distribution of any such shares.

      9.4.  Registration. If the Company shall deem it necessary or desirable to
register under the Securities Act of 1933, as amended or other applicable
statutes any shares of Stock issued or to be issued pursuant to Awards granted
under the Plan, or to qualify any such shares of Stock for exemption from the
Securities Act of 1933, as amended or other applicable statutes, then the
Company shall take such action at its own expense. The Company may require from
each recipient of an Award, or each holder of shares of Stock acquired pursuant
to the Plan, such information in writing for use in any registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably
necessary for that purpose and may require reasonable indemnity to the Company
and its officers and directors from that holder against all losses, claims,
damage and liabilities arising from use of the information so furnished and
caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made. In addition, the Company may require of any such
person that he or she agree that, without the prior written consent of the
Company or the managing underwriter in any public offering of shares of Stock,
he or she will not sell, make any short sale of, loan, grant any option for the
purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares
of Common Stock during the 180 day period commencing on the effective date of
the registration statement relating to the underwritten public offering of
securities. Without limiting the generality of the foregoing provisions of this
Section 9.4, if in connection with any underwritten public offering of
securities of the Company the managing underwriter of such offering requires
that the Company's directors and officers enter into a lock-up agreement
containing provisions that are more restrictive than the provisions set forth in
the preceding sentence, then (a) each holder of shares of Stock acquired
pursuant to the Plan (regardless of whether such person has complied or complies
with the provisions of clause (b) below) shall be bound by, and shall be deemed
to have agreed to, the same lock-up terms as those to which the Company's
directors and officers are required to adhere; and (b) at the request of the
Company or such managing underwriter, each such
<PAGE>
                                      -13-


person shall execute and deliver a lock-up agreement in form and substance
equivalent to that which is required to be executed by the Company's directors
and officers.

      9.5.  Placement of Legends; Stop Orders; etc. Each share of Common Stock
to be issued pursuant to Awards granted under the Plan may bear a reference to
the investment representation made in accordance with Section 9.3 in addition to
any other applicable restriction under the Plan and the terms of the Award and
to the fact that no registration statement has been filed with the Securities
and Exchange Commission in respect to such shares of Common Stock. All
certificates for shares of Common Stock or other securities delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of any stock exchange upon which the Common Stock is then listed,
and any applicable federal or state securities law, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

      9.6.  Tax Withholding. Whenever shares of Stock are issued or to be issued
pursuant to Awards granted under the Plan, or when a Risk of Forfeiture lapses
with respect to any Restricted Stock granted under the Plan, the Company shall
have the right to require the recipient to remit to the Company an amount
sufficient to satisfy federal, state, local or other withholding tax
requirements if, when, and to the extent required by law (whether so required to
secure for the Company an otherwise available tax deduction or otherwise) prior
to the delivery of any certificate or certificates for such shares. The
obligations of the Company under the Plan shall be conditional on satisfaction
of all such withholding obligations and the Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the recipient of an Award.

10.   RESERVATION OF STOCK

      The Company shall at all times during the term of the Plan and any
outstanding Options granted hereunder reserve or otherwise keep available such
number of shares of Stock as will be sufficient to satisfy the requirements of
the Plan (if then in effect) and the Options and shall pay all fees and expenses
necessarily incurred by the Company in connection therewith.

11.   NO SPECIAL EMPLOYMENT OR OTHER RIGHTS

      Nothing contained in the Plan or in any Award Agreement shall confer upon
any recipient of an Award any right with respect to the continuation of his or
her employment or other association with the Company (or any Affiliate), or
interfere in any way with the right of the Company (or any Affiliate), subject
to the terms of any separate employment or consulting agreement or provision of
law or corporate charter, certificate or articles, or by-laws, to the contrary,
at any time to terminate such employment or consulting agreement or to increase
or decrease, or otherwise adjust, the other terms and conditions of the
recipient's employment or other association with the Company and its Affiliates.
<PAGE>
                                      -14-


12.   NONEXCLUSIVITY OF THE PLAN

      Neither the adoption of the Plan by the Board nor, if any, the submission
of the Plan to the stockholders of the Company shall be construed as creating
any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including without limitation, the
granting of stock options and restricted stock other than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.

13.   TERMINATION AND AMENDMENT OF THE PLAN

      The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable. Unless the Board otherwise expressly
provides, no amendment of the Plan shall affect the terms of any Award
outstanding on the date of such amendment. In any case, no termination or
amendment of the Plan may, without the consent of any recipient of an Award
granted hereunder, adversely affect the rights of the recipient under such
Award.

      The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided that the Award as amended is consistent
with the terms of the Plan, but no such amendment shall impair the rights of the
recipient of such Award without his or her consent.

14.   NOTICES AND OTHER COMMUNICATIONS

      Any notice, demand, request or other communication hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail,
postage prepaid, or telecopied with a confirmation copy by regular, certified or
overnight mail, addressed or telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence address last filed with the
Company and (ii) if to the Company, at its principal place of business,
addressed to the attention of its Treasurer, or to such other address or
telecopier number, as the case may be, as the addressee may have designated by
notice to the addressor. All such notices, requests, demands and other
communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report.

15.   GOVERNING LAW

      The Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.