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                                                                   EXHIBIT 10.83



                                 TCI MUSIC INC.
                           1997 STOCK INCENTIVE PLAN

                                 Article I.

                           Purpose and Effectiveness

         1.1     Purpose.  The purpose of the TCI Music, Inc. 1997 Stock
Incentive Plan (the "Plan") is to promote the success of TCI Music, Inc. (the
"Company") by providing a method whereby (i) eligible employees of the Company
and its Subsidiaries and (ii) eligible non-employee consultants and advisors to
the Company and its Subsidiaries may be awarded additional remuneration for
services rendered and encouraged to invest in capital stock of the Company,
thereby increasing their proprietary interest in the Company's businesses,
encouraging them to remain in the employ of the Company or its Subsidiaries,
and increasing their personal interest in the continued success and progress of
the Company or its Subsidiaries.  The Plan is also intended to aid in
attracting persons of exceptional ability (i) to become officers and employees
of the Company and its Subsidiaries or (ii) to provide services to the Company
as non-employee consultants and advisors.

         1.2     Effective Date.  The Plan shall be effective as of the date it
is approved by both the Board of Directors of the Company and the sole
stockholder of the Company.

                                 Article II.

                                 Definitions

         2.1     Certain Defined Terms.  Capitalized terms not defined
elsewhere in the Plan shall have the following meanings (whether used in the
singular or plural):

                 "Affiliate" of the Company means any corporation, partnership,
         or other business association that, directly or indirectly, through
         one or more intermediaries, controls, is controlled by, or is under
         common control with the Company.

                 "Agreement" means a stock option agreement, stock appreciation
         rights agreement, restricted shares agreement, stock units agreement,
         performance award agreement or agreement evidencing more than one type
         of Award, as specified in Section 11.5, as any such Agreement may be
         supplemented or amended from time to time.

                 "Approved Transaction" means any transaction in which the
         Board (or, if approval of the Board is not required as a matter of
         law, the stockholders of the Company) shall approve (i) any
         consolidation or merger of the Company, or binding share exchange,
         pursuant to which shares of Common Stock would be changed or converted
         into or exchanged for cash, securities or other property, other than
         any
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         such transaction in which the holders of the Common Stock immediately
         prior to such transaction have the same proportionate ownership of the
         common stock of, and voting power with respect to, the surviving
         corporation immediately after such transaction, (ii) any merger,
         consolidation or binding share exchange to which the Company is a
         party as a result of which the persons who are holders of the Common
         Stock immediately prior thereto have less than a majority of the
         combined voting power of the outstanding capital stock of the Company
         ordinarily (and apart from the rights accruing under special
         circumstances) having the right to vote in the election of directors
         immediately following such merger, consolidation or binding share
         exchange, (iii) the adoption of any plan or proposal for the
         liquidation or dissolution of the Company, or (iv) any sale, lease,
         exchange or other transfer (in one transaction or a series of related
         transactions) of all, or substantially all, of the assets of the
         Company.

                 "Award" means a Performance Award and/or a grant of Options,
         SARs, Restricted Shares and/or Stock Units under this Plan.

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

                 "Board Change" means, during any period of two consecutive
         years, individuals who at the beginning of such period constituted the
         entire Board cease for any reason to constitute a majority thereof
         unless the election, or the nomination for election, of each new
         director was approved by a vote of at least two-thirds of the
         directors then still in office who were directors at the beginning of
         the period.

                 "Code" means the Internal Revenue Code of 1986, as amended
         from time to time, or any successor statute or statutes thereto.
         Reference to any specific Code section shall include any successor
         section.

                 "Committee" means the entire Board, the Compensation Committee
         or any committee of the Board appointed pursuant to Section 3.1 to
         administer the Plan.

                 "Common Stock" means the Series A Stock and the Series B
         Stock.

                 "Company" has the meaning ascribed to such term in Section 1.1.

                 "Control Purchase" means any transaction (or series of related
         transactions) in which (i) any person (as such term is defined in
         Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or
         other entity (other than Tele-Communications, Inc., the Company, any
         Subsidiary or any employee benefit plan sponsored by the Company or
         any Subsidiary, or any Controlling Person (as defined below)) shall
         purchase any common stock of the Company (or securities convertible
         into common stock of the Company) for cash, securities or any other
         consideration pursuant to a





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         tender offer or exchange offer, without the prior consent of the
         Board, or (ii) any person (as so defined), corporation or other entity
         (other than Tele-Communications, Inc., the Company, any Subsidiary,
         any employee benefit plan sponsored by the Company or any Subsidiary,
         or any Controlling Person) shall become the "beneficial owner" (as
         such term is defined in Rule 13d-3 under the Exchange Act), directly
         or indirectly, of securities of the Company representing 20% or more
         of the combined voting power of the then outstanding securities of the
         Company ordinarily (and apart from rights accruing under special
         circumstances) having the right to vote in the election of directors
         (calculated as provided in Rule 13d-3(d) under the Exchange Act in the
         case of rights to acquire the Company's securities), other than in a
         transaction (or series of related transactions) approved by the Board.
         For purposes of this definition, "Controlling Person" means each of
         (a) the Chairman of the Board, the President and each of the directors
         of the Company as of the Effective Date of this Plan, (b) John C.
         Malone, (c) Bob Magness, (d) the respective family members, estates
         and heirs of each of the persons referred to in clauses (a) through
         (c) above and any trust or other investment vehicle for the primary
         benefit of any of such persons or their respective family members or
         heirs and (e) Kearns-Tribune Corporation, a Delaware corporation. As
         used with respect to any person, the term "family member" means the
         spouse, siblings and lineal descendants of such person.

                 "Disability" means the inability to engage in any substantial
         gainful activity by reason of any medically determinable physical or
         mental impairment that (a) can be expected to result in death or (b)
         has lasted or can be expected to last for a continuous period of not
         less than 12 months.

                 "Dividend Equivalents" means, with respect to Restricted
         Shares to be issued at the end of the Restriction Period, to the
         extent specified by the Committee only, an amount equal to all
         dividends and other distributions (or the economic equivalent thereof)
         that are payable to stockholders of record during the Restriction
         Period on a like number of shares of Series A Stock.

                 "Domestic Relations Order" means a domestic relations order as
         defined by the Code or Title I of the Employee Retirement Income
         Security Act, or the rules thereunder.

                 "Effective Date" means the date on which the Plan became
         effective pursuant to Section 1.2.

                 "Equity security" has the meaning ascribed to such term in
         Section 3(a)(11) of the Exchange Act, and an equity security of an
         issuer has the meaning ascribed thereto in Rule 16a-1 promulgated
         under the Exchange Act, or any successor Rule.





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                 "Exchange Act" means the Securities Exchange Act of 1934, as
         amended from time to time, or any successor statute or statutes
         thereto.  Reference to any specific Exchange Act section shall include
         any successor section.

                 "Fair Market Value" of a share of Series A Stock or Series B
         Stock on any day means the last sale price (or, if no last sale price
         is reported, the average of the high bid and low asked prices) for a
         share of Series A Stock or Series B Stock, as applicable, on such day
         (or, if such day is not a trading day, on the next preceding trading
         day) as reported on NASDAQ or, if not reported on NASDAQ, as quoted by
         the National Quotation Bureau Incorporated, or if the Series A Stock
         or Series B Stock is listed on an exchange, on the principal exchange
         on which the Series A Stock or Series B Stock, as applicable, is
         listed.  If for any day the Fair Market Value of a share of Series A
         Stock or Series B Stock, as applicable, is not determinable by any of
         the foregoing means, then the Fair Market Value for such day shall be
         determined in good faith by the Committee on the basis of such
         quotations and other considerations as the Committee deems
         appropriate.

                 "Free Standing SAR" has the meaning ascribed thereto in
         Section 7.1.

                 "Holder" means an employee or former employee of the Company
         or a Subsidiary, or a present or former consultant or advisor to the
         Company or a Subsidiary, who has in either case received an Award
         under this Plan.

                 "Incentive Stock Option" means a stock option granted under
         Article VI which is intended to be an incentive stock option within
         the meaning of Section 422 of the Code.

                 "NASDAQ" means the Nasdaq Stock Market.

                 "Nonqualified Stock Option" means a stock option granted under
         Article VI that is designated a nonqualified stock option, or is
         otherwise not an Incentive Stock Option.

                 "Option" means any Incentive Stock Option or Nonqualified
         Stock Option.

                 "Performance Award" means an award made pursuant to Article X
         that is subject to the attainment of one or more Performance Goals.

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

                 "Plan" has the meaning ascribed thereto in Section 1.1.





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                 "Restricted Shares" means shares of Series A Stock or the
         right to receive shares of Series A Stock, as the case may be, awarded
         pursuant to Article VIII.

                 "Restriction Period" means a period of time beginning on the
         date of each award of Restricted Shares and ending on the Vesting Date
         with respect to such award.

                 "Retained Distribution" has the meaning ascribed thereto in
         Section 8.3.

                 "SARs" means stock appreciation rights, awarded pursuant to
         Article VII, with respect to shares of Series A Stock.

                 "Series A Stock" means the Series A Common Stock, $.01 par
         value per share, of the Company.

                 "Series B Stock" means the Series B Common Stock, $.01 par
         value per share, of the Company.

                 "Stock Unit Award" has the meaning ascribed thereto in Section
         9.1.

                 "Subsidiary" of the Company means any present or future
         subsidiary (as defined in Section 424(f) of the Code) of the Company,
         or any business entity in which the Company owns, directly or
         indirectly, 50% or more of the voting, capital or profits interests.
         An entity shall be deemed a subsidiary of the Company for purposes of
         this definition only for such periods as the requisite ownership or
         control relationship is maintained.

                 "Tandem SARs" has the meaning ascribed thereto in Section 7.1.

                 "Vesting Date" with respect to any Restricted Shares awarded
         hereunder means the date on which such Restricted Shares cease to be
         subject to a risk of forfeiture, as designated in or determined in
         accordance with the Agreement with respect to such award of Restricted
         Shares pursuant to Article VIII.  If more than one Vesting Date is
         designated for an award of Restricted Shares, reference in the Plan to
         a Vesting Date in respect of such Award shall be deemed to refer to
         each part of such Award and the Vesting Date for such part.

                                  Article III.

                                 Administration

         3.1     Committee.  The Plan shall be administered by the Board or the
Compensation Committee of the Board or any other committee appointed by the
Board for such purpose.  The





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Committee shall be comprised of not less than two persons.  With respect to
Awards granted to a person subject to Rule 16b-3 of the Exchange Act (or any
successor rule) ("Rule 16b-3"), unless otherwise determined by the Board, the
Committee granting such Award (a) shall be the entire Board or (b) shall be
comprised solely of two or more "non-employee directors" as defined by Rule
16b-3.  With respect to Awards granted to a "covered employee" under Section
162(m) of the Code (or any successor statute) and the rules and regulations of
the Treasury Department promulgated thereunder ("Section 162(m)"), unless
otherwise determined by the Board, the Committee granting such Award shall be
comprised solely of two or more "outside directors" as defined by Section
162(m).  With respect to Awards granted to a person subject to both Rule 16b-3
and Section 162(m), unless otherwise determined by the Board, all grants will
be made in a manner that complies with both Rule 16b-3 and Section 162(m).
Subject to the foregoing, the Board may from time to time appoint members of
the Committee in substitution for or in addition to members previously
appointed, may fill vacancies in the Committee and may remove members of the
Committee.  The Committee shall select one of its members as its chairman and
shall hold its meetings at such times and places as it shall deem advisable.  A
majority of its members shall constitute a quorum and all determinations shall
be made by a majority of such quorum.  Any determination reduced to writing and
signed by all of the members shall be fully as effective as if it had been made
by a majority vote at a meeting duly called and held.

         3.2     Powers.  The Committee shall have full power and authority to
grant to eligible persons Options under Article VI of the Plan, SARs under
Article VII of the Plan, Restricted Shares under Article VIII of the Plan,
Stock Units under Article IX of the Plan, and/or Performance Awards under
Article X of the Plan, to determine the terms and conditions (which need not be
identical) of all Awards so granted, to interpret the provisions of the Plan
and any Agreements relating to Awards granted under the Plan and to supervise
the administration of the Plan.  The Committee in making an Award may provide
for the granting or issuance of additional, replacement or alternative Awards
upon the occurrence of specified events, including the exercise of the original
Award.  The Committee shall have sole authority to select persons to whom
Awards may be granted under the Plan and to determine the timing, pricing and
amount of any such Award, subject only to the express provisions of the Plan.
In making determinations hereunder, the Committee may take into account the
nature of the services rendered by the respective employees, consultants and
advisors, their present and potential contributions to the success of the
Company and its Subsidiaries and such other factors as the Committee in its
discretion deems relevant.

         3.3     Interpretation.  The Committee is authorized, subject to the
provisions of the Plan, to establish, amend and rescind such rules and
regulations as it deems necessary or advisable for the proper administration of
the Plan and to take such other action in connection with or in relation to the
Plan as it deems necessary or advisable.  Each action and determination made or
taken pursuant to the Plan by the Committee, including any interpretation or
construction of the Plan, shall be final and conclusive for all purposes and
upon all persons.  No member of the Committee shall be liable for any action or
determination made or taken by him or the Committee in good faith with respect
to the Plan.





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                                 Article IV.

                         Shares Subject to the Plan

         4.1     Number of Shares.  Subject to the provisions of this Article
IV, the maximum number of shares of Series A Stock with respect to which Awards
may be granted during the term of the Plan shall be 4,000,000 shares.  No
shares of Series B Stock may be the subject of Awards under the Plan.  Shares
of Series A Stock will be made available from the authorized but unissued
shares of the Company or from shares reacquired by the Company, including
shares purchased in the open market.  The shares of Series A Stock subject to
(i) any Award granted under the Plan that shall expire, terminate or be
annulled for any reason without having been exercised (or considered to have
been exercised as provided in Section 7.2), (ii) any Award of any SARs granted
under the Plan that shall be exercised for cash and (iii) any Award of
Restricted Shares or Stock Units that shall be forfeited prior to becoming
vested (provided that the Holder received no benefits of ownership of such
Restricted Shares or Stock Units other than voting rights and the accumulation
of Retained Distributions and unpaid Dividend Equivalents that are likewise
forfeited), shall again be available for purposes of the Plan.

         4.2     Adjustments.  If the Company subdivides its outstanding shares
of Series A Stock into a greater number of shares of Series A Stock (by stock
dividend, stock split, reclassification or otherwise) or combines its
outstanding shares of Series A Stock into a smaller number of shares of Series
A Stock (by reverse stock split, reclassification or otherwise), or if the
Committee determines that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, split-off, spin-
off, combination, exchange of shares, warrants or rights offering to purchase
Series A Stock, or other similar corporate event (including mergers or
consolidations other than those which constitute Approved Transactions) affects
the Series A Stock such that an adjustment is required in order to preserve the
benefits or potential benefits intended to be made available under this Plan,
then the Committee shall, in its sole discretion and in such manner as the
Committee may deem equitable and appropriate, make such adjustments to any or
all of (i) the number and kind of shares which thereafter may be awarded,
optioned, or otherwise made subject to the benefits contemplated by the Plan,
(ii) the number and kind of shares subject to outstanding Awards, and (iii) the
purchase or exercise price and the relevant appreciation base with respect to
any of the foregoing, provided, however, that the number of shares subject to
any Award shall always be a whole number.  The Committee may, if deemed
appropriate, provide for a cash payment to any Holder of an Award in connection
with any adjustment made pursuant to this Section 4.2.

                                 Article V.

                                 Eligibility

         General.  The persons who shall be eligible to participate in the Plan
and to receive Awards under the Plan shall be such employees (including
officers and, subject to Section 3.1, directors) of





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the Company and its Subsidiaries or consultants or advisors to the Company and
its Subsidiaries as the Committee shall select.  Awards may be made to
employees, consultants and advisors who hold or have held Awards under this
Plan or hold or have held awards under any other plan of the Company or any of
its Affiliates

                                 Article VI.

                                Stock Options

         6.1     Grant of Options.  Subject to the limitations of the Plan, the
Committee shall designate from time to time those eligible persons to be
granted Options, the time when each Option shall be granted to such eligible
persons, the number of shares subject to such Option, whether such Option is an
Incentive Stock Option or a Nonqualified Stock Option and, subject to Section
6.2, the purchase price of the shares of Series A Stock subject to such Option.
Subject to the other provisions of the Plan, the same person may receive
Incentive Stock Options and Nonqualified Stock Options at the same time and
pursuant to the same Agreement, provided that Incentive Stock Options and
Nonqualified Stock Options are clearly designated as such.

         6.2     Option Price.  The price at which shares may be purchased upon
exercise of an Option shall be fixed by the Committee and may be more than,
less than or equal to the Fair Market Value of the Series A Stock as of the
date the Option is granted.

         6.3     Limitation on Grants. Except for grants of Awards described in
Section 11.1, no Person may be granted Options covering more than 1% of
outstanding shares of the Common Stock in the calendar year ending December 31,
1997, or in any one subsequent calendar year (in each case as adjusted as
provided in Section 4.2).

         6.4     Term of Options.  Subject to the provisions of the Plan with
respect to death, retirement and termination of employment, the term of each
Option shall be for such period as the Committee shall determine as set forth
in the applicable Agreement.

         6.5     Exercise of Options; Vesting.  An Option granted under the
Plan shall become (and remain) exercisable during the term of the Option to the
extent provided in the applicable Agreement and this Plan and, unless the
Agreement otherwise provides, may be exercised to the extent exercisable, in
whole or in part, at any time and from time to time during such term; provided,
however, that subsequent to the grant of an Option, the Committee, at any time
before complete termination of such Option, may accelerate the time or times at
which such Option may be exercised in whole or in part (without reducing the
term of such Option).

         6.6     Manner of Exercise.

                 (a)      Form of Payment.  An Option shall be exercised by
         written notice to the Company upon such terms and conditions as the
         Agreement may provide and in





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         accordance with such other procedures for the exercise of Options as
         the Committee may establish from time to time.  The method or methods
         of payment of the purchase price for the shares to be purchased upon
         exercise of an Option and of any amounts required by Section 11.10
         shall be determined by the Committee and may consist of (i) cash, (ii)
         check, (iii) promissory note, (iv) whole shares of Series A Stock or
         Series B Stock already owned by the Holder, (v) the withholding of
         shares of Series A Stock issuable upon such exercise of the Option,
         (vi) the delivery, together with a properly executed exercise notice,
         of irrevocable instructions to a broker to deliver promptly to the
         Company the amount of sale or loan proceeds required to pay the
         purchase price, (vii) any combination of the foregoing methods of
         payment, or (viii) such other consideration and method of payment as
         may be permitted for the issuance of shares under the Delaware General
         Corporation Law.  The permitted method or methods of payment of the
         amounts payable upon exercise of an Option, if other than in cash,
         shall be set forth in the applicable Agreement and may be subject to
         such conditions as the Committee deems appropriate.  Without limiting
         the generality of the foregoing, if a Holder is permitted to elect to
         have shares of Series A Stock issuable upon exercise of an Option
         withheld to pay all or any part of the amounts payable in connection
         with such exercise, then the Committee may reserve the discretion to
         approve or disapprove such election.

                 (b)      Value of Shares.  Shares of Series A Stock or Series
         B Stock delivered in payment of all or any part of the amounts payable
         in connection with the exercise of an Option, and shares of Series A
         Stock withheld for such payment, shall be valued for such purpose at
         their Fair Market Value as of the exercise date.

                 (c)      Issuance of Shares.  The Company shall effect the
         transfer of the shares of Series A Stock purchased under any Option as
         soon as practicable after the exercise thereof and payment in full of
         the purchase price therefor and of any amounts required by Section
         11.10, and within a reasonable time thereafter such transfer shall be
         evidenced on the books of the Company.  No Holder or other person
         exercising an Option shall have any of the rights of a stockholder of
         the Company with respect to shares of Series A Stock subject to an
         Option granted under the Plan until due exercise and full payment has
         been made.  No adjustment shall be made for cash dividends or other
         rights for which the record date is prior to the date of such due
         exercise and full payment.

         6.7     Nontransferability.  Unless otherwise determined by the
Committee and provided in the applicable Agreement, Options shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a Domestic Relations Order and, except as otherwise required
pursuant to a Domestic Relations Order, Options may be exercised during the
lifetime of the Holder thereof only by such Holder (or his or her court
appointed legal representative).





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                                Article VII.

                                    SARs

         7.1     Grant of SARs.  Subject to the limitations of the Plan, SARs
may be granted by the Committee to such eligible persons in such numbers and at
such times during the term of the Plan as the Committee shall determine.  An
SAR may be granted to a Holder of an Option (hereinafter called a "related
Option") with respect to all or a portion of the shares of Series A Stock
subject to the related Option (a "Tandem SAR") or may be granted separately to
an eligible employee (a "Free Standing SAR").  Subject to the limitations of
the Plan, SARs shall be exercisable in whole or in part upon notice to the
Company upon such terms and conditions as are provided in the Agreement.
Except for grants of Awards described in Section 11.1, no Person may be granted
SARs covering more than 1% of outstanding shares of Series A Stock in the
calendar year ending December 31, 1997, or in any one subsequent calendar year
(in each case as adjusted as provided in Section 4.2).

         7.2     Tandem SARs.  A Tandem SAR may be granted either concurrently
with the grant of the related Option or (if the related Option is a
Nonqualified Option) at any time thereafter prior to the complete exercise,
termination, expiration or cancellation of such related Option.  Tandem SARs
shall be exercisable only at the time and to the extent that the related Option
is exercisable (and may be subject to such additional limitations on
exercisability as the Agreement may provide), and in no event after the
complete termination or full exercise of the related Option.  Upon the exercise
or termination of the related Option, the Tandem SARs with respect thereto
shall be canceled automatically to the extent of the number of shares of Series
A Stock with respect to which the related Option was so exercised or
terminated.  Subject to the limitations of the Plan, upon the exercise of a
Tandem SAR, the Holder thereof shall be entitled to receive from the Company,
for each share of Series A Stock with respect to which the Tandem SAR is being
exercised, consideration (in the form determined as provided in Section 7.4)
equal in value to the excess of the Fair Market Value of a share of Series A
Stock on the date of exercise over the related Option purchase price per share;
provided, however, that the Committee may, in any Agreement granting Tandem
SARs, provide that the appreciation realizable upon exercise thereof shall be
measured from a base higher than the related Option purchase price.

         7.3     Free Standing SARs.  Free Standing SARs shall be exercisable
at the time, to the extent and upon the terms and conditions set forth in the
applicable Agreement.  The base price of a Free Standing SAR shall be not less
than 100% of the Fair Market Value of the Series A Stock on the date of grant
of the Free Standing SAR.  Subject to the limitations of the Plan, upon the
exercise of a Free Standing SAR, the Holder thereof shall be entitled to
receive from the Company, for each share of Series A Stock with respect to
which the Free Standing SAR is being exercised, consideration (in the form
determined as provided in Section 7.4) equal in value to the excess of the Fair
Market Value of a share of Series A Stock on the date of exercise over the base
price per share of such Free Standing SAR.





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         7.4     Consideration.  The consideration to be received upon the
exercise of an SAR by the Holder shall be paid in cash, shares of Series A
Stock (valued at Fair Market Value on the date of exercise of such SAR) or a
combination of cash and shares of Series A Stock as specified in the Agreement,
or, if so provided in the Agreement, either as determined by the Committee in
its sole discretion or as elected by the Holder, provided that the Committee
shall have the sole discretion to approve or disapprove the election by a
Holder to receive cash in full or partial settlement of an SAR, which approval
or disapproval may be given at any time.  The Company's obligation arising upon
the exercise of an SAR may be paid currently or on a deferred basis with such
interest or earnings equivalent as the Committee may determine.  No fractional
shares of Series A Stock shall be issuable upon exercise of an SAR and, unless
otherwise provided in the applicable Agreement, the Holder will receive cash in
lieu of fractional shares.  Unless the Committee shall otherwise determine, to
the extent a Free Standing SAR is exercisable, it will be exercised
automatically for cash on its expiration date.

         7.5     Limitations.  The applicable Agreement may provide for a limit
on the amount payable to a Holder upon exercise of SARs at any time or in the
aggregate, for a limit on the number of SARs that may be exercised by the
Holder in whole or in part for cash during any specified period, for a limit on
the time periods during which a Holder may exercise SARs and for such other
limits on the rights of the Holder and such other terms and conditions of the
SAR as the Committee may determine, including, without limitation, a condition
that the SAR may be exercised only in accordance with rules and regulations
adopted by the Committee from time to time.  Unless otherwise so provided in
the applicable Agreement, any such limit relating to a Tandem SAR shall not
restrict the exercisability of the related Option.  Such rules and regulations
may govern the right to exercise SARs granted prior to the adoption or
amendment of such rules and regulations as well as SARs granted thereafter.

         7.6     Exercise.  For purposes of this Article VII, the date of
exercise of an SAR shall mean the date on which the Company shall have received
notice from the Holder of the SAR of the exercise of such SAR.

         7.7     Nontransferability.  Unless otherwise determined by the
Committee and provided in the applicable Agreement, SARs shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a Domestic Relations Order and, except as otherwise required
pursuant to a Domestic Relations Order, SARs may be exercised during the
lifetime of the Holder thereof only by such Holder (or his or her court
appointed legal representative).

                                Article VIII.

                              Restricted Shares

         8.1     Grant.  Subject to the limitations of the Plan, the Committee
shall designate those eligible persons to be granted awards of Restricted
Shares, shall determine the time when each such Award shall be granted, whether
shares of Series A Stock covered by awards of Restricted Shares





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will be issued at the beginning or the end of the Restriction Period and
whether Dividend Equivalents will be paid during the Restriction Period in the
event shares of the Series A Stock are to be issued at the end of the
Restriction Period, and shall designate (or set forth the basis for
determining) the Vesting Date or Vesting Dates for each award of Restricted
Shares and may prescribe other restrictions, terms and conditions applicable to
the vesting of such Restricted Shares in addition to those provided in the
Plan.  The Committee shall determine the price, if any, to be paid by the
Holder for the Restricted Shares; provided, however, that the issuance of
Restricted Shares shall be made for at least the minimum consideration
necessary to permit such Restricted Shares to be deemed fully paid and
nonassessable.  All determinations made by the Committee pursuant to this
Section 8.1 shall be specified in the Agreement.

         8.2     Issuance of Restricted Shares at Beginning of the Restriction
Period.  If shares of Series A Stock are issued at the beginning of the
Restriction Period, the stock certificate or certificates representing such
Restricted Shares shall be registered in the name of the Holder to whom such
Restricted Shares shall have been awarded.  During the Restriction Period,
certificates representing the Restricted Shares and any securities constituting
Retained Distributions shall bear a restrictive legend to the effect that
ownership of the Restricted Shares (and such Retained Distributions), and the
enjoyment of all rights appurtenant thereto, are subject to the restrictions,
terms and conditions provided in the Plan and the applicable Agreement.  Such
certificates shall remain in the custody of the Company and the Holder shall
deposit with the Company stock powers or other instruments of assignment, each
endorsed in blank, so as to permit retransfer to the Company of all or any
portion of the Restricted Shares and any securities constituting Retained
Distributions that shall be forfeited or otherwise not become vested in
accordance with the Plan and the applicable Agreement.

         8.3     Restrictions.  Restricted Shares issued at the beginning of
the Restriction Period shall constitute issued and outstanding shares of Series
A Stock for all corporate purposes.  The Holder will have the right to vote
such Restricted Shares, to receive and retain such dividends and distributions,
as the Committee may in its sole discretion designate, paid or distributed on
such Restricted Shares and to exercise all other rights, powers and privileges
of a Holder of Series A Stock with respect to such Restricted Shares; except,
that (a) the Holder will not be entitled to delivery of the stock certificate
or certificates representing such Restricted Shares until the Restriction
Period shall have expired and unless all other vesting requirements with
respect thereto shall have been fulfilled or waived; (b) the Company will
retain custody of the stock certificate or certificates representing the
Restricted Shares during the Restriction Period as provided in Section 8.2; (c)
other than such dividends and distributions as the Committee may in its sole
discretion designate, the Company will retain custody of all distributions
("Retained Distributions") made or declared with respect to the Restricted
Shares (and such Retained Distributions will be subject to the same
restrictions, terms and vesting and other conditions as are applicable to the
Restricted Shares) until such time, if ever, as the Restricted Shares with
respect to which such Retained Distributions shall have been made, paid or
declared shall have become vested, and such Retained Distributions shall not
bear interest or be segregated in a separate account; (d) the Holder may not
sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted
Shares or any Retained





                                    -12-
<PAGE>   13
Distributions or his interest in any of them during the Restriction Period; and
(e) a breach of any restrictions, terms or conditions provided in the Plan or
established by the Committee with respect to any Restricted Shares or Retained
Distributions will cause a forfeiture of such Restricted Shares and any
Retained Distributions with respect thereto.

         8.4     Issuance of Stock at End of the Restriction Period.
Restricted Shares issued at the end of the Restriction Period shall not
constitute issued and outstanding shares of Series A Stock and the Holder shall
not have any of the rights of a stockholder with respect to the shares of
Series A Stock covered by such an award of Restricted Shares, in each case
until such shares shall have been transferred to the Holder at the end of the
Restriction Period.  If and to the extent that shares of Series A Stock are to
be issued at the end of the Restriction Period, the Holder shall be entitled to
receive Dividend Equivalents with respect to the shares of Series A Stock
covered thereby either (i) during the Restriction Period or (ii) in accordance
with the rules applicable to Retained Distributions, as the Committee may
specify in the Agreement.

         8.5     Cash Awards.  In connection with any award of Restricted
Shares, an Agreement may provide for the payment of a cash amount to the Holder
of such Restricted Shares at any time after such Restricted Shares shall have
become vested.  Such cash awards shall be payable in accordance with such
additional restrictions, terms and conditions as shall be prescribed by the
Committee in the Agreement and shall be in addition to any other salary,
incentive, bonus or other compensation payments which such Holder shall be
otherwise entitled or eligible to receive from the Company.

         8.6     Completion of Restriction Period.  On the Vesting Date with
respect to each award of Restricted Shares, and the satisfaction of any other
applicable restrictions, terms and conditions (a) all or the applicable portion
of such Restricted Shares shall become vested, (b) any Retained Distributions
and any unpaid Dividend Equivalents with respect to such Restricted Shares
shall become vested to the extent that the Restricted Shares related thereto
shall have become vested and (c) any cash award to be received by the Holder
with respect to such Restricted Shares shall become payable, all in accordance
with the terms of the applicable Agreement.  Any such Restricted Shares,
Retained Distributions and any unpaid Dividend Equivalents that shall not
become vested shall be forfeited to the Company and the Holder shall not
thereafter have any rights (including dividend and voting rights) with respect
to such Restricted Shares, Retained Distributions and any unpaid Dividend
Equivalents that shall have been so forfeited.  The Committee may, in its
discretion, provide that the delivery of any Restricted Shares, Retained
Distributions and unpaid Dividend Equivalents that shall have become vested,
and payment of any cash awards that shall have become payable, shall be
deferred until such date or dates as the recipient may elect.  Any election of
a recipient pursuant to the preceding sentence shall be filed in writing with
the Committee in accordance with such rules and regulations, including any
deadline for the making of such an election, as the Committee may provide.





                                      -13-
<PAGE>   14
                                 Article IX.

                                 Stock Units

         9.1     Grant.  In addition to granting awards of Options, SARs and
Restricted Shares, the Committee shall have authority to grant to eligible
persons awards of Stock Units ("Stock Unit Awards") which may be in the form of
Series A Stock or units, the value of which is based, in whole or in part, on
the Fair Market Value of the Series A Stock.  Subject to the provisions of the
Plan, including any rules established pursuant to Section 9.2, awards of Stock
Units shall be subject to such terms, restrictions, conditions, vesting
requirements and payment rules as the Committee may determine in its sole
discretion, which need not be identical for each Award.  The determinations
made by the Committee pursuant to this Section 9.1 shall be specified in the
applicable Agreement.

         9.2     Rules.  The Committee may, in its sole discretion, establish
any or all of the following rules for application to an award of Stock Units :

                 (a)      Any shares of Series A Stock which are part of an
         award of Stock Units may not be assigned, sold, transferred, pledged
         or otherwise encumbered prior to the date on which the shares are
         issued, or if later, the date provided by the Committee at the time of
         the Award.

                 (b)      Such Awards may provide for the payment of cash
         consideration by the person to whom such Award is granted or provide
         that the Award, and Series A Stock to be issued in connection
         therewith, if applicable, shall be delivered without the payment of
         cash consideration; provided, however, that the issuance of any shares
         of Series A Stock in connection with an award of Stock Units shall be
         for at least the minimum consideration necessary to permit such shares
         to be deemed fully paid and nonassessable.

                 (c)      Awards of Stock Units may relate in whole or in part
         to performance or other criteria established by the Committee at the
         time of grant.

                 (d)      Awards of Stock Units may provide for deferred
         payment schedules, vesting over a specified period of employment, the
         payment (on a current or deferred basis) of dividend equivalent
         amounts with respect to the number of shares of Series A Stock covered
         by the Award, and elections by the employee to defer payment of the
         Award or the lifting of restrictions on the Award, if any.

                 (e)      In such circumstances as the Committee may deem
         advisable, the Committee may waive or otherwise remove, in whole or in
         part, any restrictions or limitations to which a Stock Unit Award was
         made subject at the time of grant.





                                      -14-
<PAGE>   15
                                 Article X.

                             Performance Awards

         10.1    Terms of Performance Awards.  Subject to the limitations of
the Plan, the Committee shall designate those eligible persons to be granted
Performance Awards, shall determine the form and amount of each such award, the
time when each such award shall be granted, and the Performance Goals
applicable thereto, and may prescribe other restrictions, terms and conditions
applicable to such Award in addition to those provided in the Plan.  A
Performance Award may be payable in the form of cash, property or securities of
the Company, including, without limitation, Options, SARs, Restricted Shares
and/or Stock Units.  A Performance Award shall be paid, vested or otherwise
deliverable solely on account of the attainment of one or more pre-established,
objective Performance Goals established by the Committee prior to the earlier
to occur of (i) 90 days after the commencement of the period of service to
which the Performance Goal relates and (ii) the passage of 25% of the period of
service (as scheduled in good faith at the time the goal is established), and
in any event while the outcome is substantially uncertain.  A Performance Goal
is objective if a third party having knowledge of the relevant facts could
determine whether the goal is met.

         10.2    Performance Goal Criteria.  A Performance Goal may be based on
one or more business criteria that apply to the individual, one or more
business units of the Company, or the Company as a whole, and may include one
or more of the following:  revenue, net income, cash flow (as defined for such
purpose by the Committee) stock price, market share, earnings per share, return
on equity, return on assets or decrease in costs.  Unless otherwise stated,
such a Performance Goal need not be based upon an increase or positive result
under a particular business criterion and could include, for example,
maintaining the status quo or limiting economic losses (measured, in each case,
by reference to specific business criteria).  In interpreting Plan provisions
applicable to Performance Goals and Performance Awards, it is the intent of the
Plan to conform with the standards of Section 162(m) of the Code and Treasury
Regulation (S) 1.162-27(e)(2)(i), and the Committee in establishing such goals
and interpreting the Plan shall be guided by such provisions.

         10.3    Committee Certification.  Prior to the payment of any
compensation based on the achievement of Performance Goals, the Committee must
certify in writing that applicable Performance Goals and any of the material
terms thereof were, in fact, satisfied.  Subject to the foregoing provisions,
the terms, conditions and limitations applicable to any Performance Awards made
pursuant to this Plan shall be determined by the Committee.

         10.4    Certain Limitations.  Notwithstanding anything to the contrary
contained in this Plan, any Performance Awards made hereunder shall be limited
so that no person may be granted Performance Awards consisting of cash or in
any other form permitted under this Plan (other than Awards consisting of
Options or SARs or otherwise consisting of shares of Common Stock or units
denominated in such shares, or, in either case, additional cash amounts related
to such an Award) in respect of any one-year period having a value determined
on the date of grant in excess of $10,000,000.





                                      -15-
<PAGE>   16
                                 Article XI.

                             General Provisions

         11.1    Acceleration of Options, SARs, Restricted Shares and Stock
Units and Performance Awards.

                 (a)      Death or Disability.  If a Holder's employment (which
         term shall include, as the context shall require, a Holder's period of
         service to the Company and its Subsidiaries as a consultant or
         advisor) shall terminate by reason of death or Disability,
         notwithstanding any contrary waiting period, installment period,
         vesting schedule or Restriction Period in any Agreement or in the
         Plan, unless the applicable Agreement provides otherwise:  (i) in the
         case of an Option or SAR, each outstanding Option or SAR granted under
         the Plan shall immediately become exercisable in full in respect of
         the aggregate number of shares covered thereby; (ii) in the case of
         Restricted Shares, the Restriction Period applicable to each such
         award of Restricted Shares shall be deemed to have expired and all
         such Restricted Shares, any related Retained Distributions and any
         unpaid Dividend Equivalents shall become vested and any cash amounts
         payable pursuant to the applicable Agreement shall be adjusted in such
         manner as may be provided in the Agreement, (iii) in the case of Stock
         Units, each such award of Stock Units shall become vested in full, and
         (iv) in the case of Performance Awards, each such Performance Award
         shall become vested in full.

                 (b)      Approved Transactions; Board Changes; Control
         Purchases.  In the event of any Approved Transaction, Board Change or
         Control Purchase, notwithstanding any contrary waiting period,
         installment period, vesting schedule or Restriction Period in any
         Agreement or in the Plan, unless the applicable Agreement provides
         otherwise:  (i) in the case of an Option or SAR, each such outstanding
         Option or SAR granted under the Plan shall become exercisable in full
         in respect of the aggregate number of shares covered thereby; (ii) in
         the case of Restricted Shares, the Restriction Period applicable to
         each such award of Restricted Shares shall be deemed to have expired
         and all such Restricted Shares, any related Retained Distributions and
         any unpaid Dividend Equivalents shall become vested and any cash
         amounts payable pursuant to the applicable Agreement shall be adjusted
         in such manner as may be provided in the Agreement; (iii) in the case
         of Stock Units, each such award of Stock Units shall become vested in
         full; and (iv) in the case of Performance Awards, all Performance
         Goals shall thereupon be deemed to have been achieved, fully vested
         and immediately payable; in each case effective immediately prior to
         consummation of the Approved Transaction; provided, however, that any
         Options, SARs or, if applicable, Stock Units not theretofore exercised
         shall terminate upon consummation of the Approved Transaction.
         Notwithstanding the foregoing, unless otherwise provided in the
         applicable Agreement, the Committee may, in its discretion, determine
         that any or all outstanding Awards of any or all types granted





                                      -16-
<PAGE>   17
         pursuant to the Plan will not vest or become exercisable on an
         accelerated basis, nor Performance Goals be deemed to have been
         achieved, in connection with an Approved Transaction and/or will not
         terminate if not exercised prior to consummation of the Approved
         Transaction, if the Board or the surviving or acquiring corporation,
         as the case may be, shall have taken, or made effective provision for
         the taking of, such action as in the opinion of the Committee is
         equitable and appropriate to substitute a new Award for such Award or
         to assume such Award and in order to make such new or assumed Award,
         as nearly as may be practicable, equivalent to the old Award (before
         giving effect to any acceleration of the vesting or exercisability
         thereof), taking into account, to the extent applicable, the kind and
         amount of securities, cash or other assets into or for which the
         Series A Stock may be changed, converted or exchanged in connection
         with the Approved Transaction.

         11.2    Termination of Employment.

                 (a)      General.  If a Holder's employment shall terminate
         prior to the complete exercise of an Option or SAR (or deemed exercise
         thereof, as provided in Section 7.2) or during the Restriction Period
         with respect to any Restricted Shares or prior to the vesting or
         complete exercise of any Stock Units or Performance Award, then such
         Option, SAR, Stock Unit or Performance Award shall thereafter be
         exercisable, and the Holder's rights to any unvested Restricted
         Shares, Retained Distributions, unpaid Dividend Equivalents and cash
         amounts and any such unvested Stock Units shall thereafter vest solely
         to the extent provided in the applicable Agreement; provided, however,
         that (i) no Option or SAR may be exercised after the scheduled
         expiration date thereof; (ii) if the Holder's employment terminates by
         reason of death or Disability, the Option or SAR shall remain
         exercisable for a period of at least one year following such
         termination (but not later than the scheduled expiration of such
         Option or SAR); and (iii) any termination by the Company for cause
         will be treated in accordance with the provisions of Section 11.2(b).

                 (b)      Termination by Company for Cause.  If a Holder's
         employment with the Company or a Subsidiary shall be terminated by the
         Company or such Subsidiary during the Restriction Period with respect
         to any Restricted Shares, or prior to the exercise of any Option or
         SAR, or prior to the vesting or exercise of any Stock Unit, or prior
         to the vesting of any Performance Award, for cause, then (i) all
         Options and SARs and all unvested or unexercised Stock Units held by
         such Holder shall immediately terminate, (ii) such Holder's rights to
         all Restricted Shares, Retained Distributions, any unpaid Dividend
         Equivalents and any cash awards shall be forfeited immediately, and
         (iii) such Holder's interest in all unvested Performance Awards shall
         be forfeited immediately.  For purposes of this Section 11.2, "cause"
         shall have the meaning ascribed thereto in any employment agreement to
         which such Holder is a party or, in the absence thereof, shall include
         but not be limited to,





                                      -17-
<PAGE>   18
         insubordination, dishonesty, incompetence, moral turpitude, other
         misconduct of any kind or refusal to perform one's duties and
         responsibilities for any reason other than illness or incapacity;
         provided, however, that if such termination occurs within 12 months
         after an Approved Transaction, Board Change or Control Purchase,
         "cause" shall mean only a felony conviction for fraud,
         misappropriation or embezzlement.

                 (c)      Miscellaneous.  The Committee may determine whether
         any given leave of absence constitutes a termination of employment;
         provided, however, that, for purposes of the Plan (i) any leave of
         absence, duly authorized in writing by the Company for military
         service or sickness, or for any other purpose approved by the Company
         if the period of such leave does not exceed 90 days, and (ii) any
         leave of absence in excess of 90 days, duly authorized in writing by
         the Company, if the employee's right to reemployment is guaranteed
         either by statute or contract, shall not be a termination of
         employment.  Awards made under the Plan shall not be affected by any
         change of employment so long as the Holder continues to be an employee
         of the Company or any Subsidiary.

         11.3    Right of Company to Terminate Employment.  Nothing contained
in the Plan or in any Award, and no action of the Company or the Committee with
respect thereto, shall confer or be construed to confer on any Holder any right
to continue in the employ of the Company or any of its Subsidiaries or
interfere in any way with the right of the Company or a Subsidiary to terminate
the employment of the Holder at any time, with or without cause; subject,
however, to the provisions of any employment agreement between the Holder and
the Company or any Subsidiary.

         11.4    Nonalienation of Benefits.  No right or benefit under the Plan
shall be subject to anticipation, alienation, sale, assignment, hypothecation,
pledge, exchange, transfer, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer,
encumber or charge the same shall be void.  No right or benefit hereunder shall
in any manner be liable for or subject to the debts, contracts, liabilities or
torts of the person entitled to such benefits.

         11.5    Written Agreement.  Each grant of an Option under the Plan
shall be evidenced by a stock option agreement which shall designate the
Options granted thereunder as Incentive Stock Options or Nonqualified Stock
Options; each SAR shall be evidenced by a stock appreciation rights agreement;
each award of Restricted Shares shall be evidenced by a restricted shares
agreement; each award of Stock Units shall be evidenced by a stock units
agreement; and each Performance Award shall be evidenced by a performance award
agreement; each in such form and containing such terms and provisions not
inconsistent with the provisions of the Plan as the Committee from time to time
shall approve; provided, however, that if more than one type of Award is made
to the same Holder, such Awards may be evidenced by a single agreement with
such Holder.  Each grantee of an Option, SAR, Restricted Shares, Stock Units or
Performance Awards shall be notified promptly of such grant and a written
agreement shall be promptly executed and delivered by the Company and the
grantee, provided that, in the discretion of the Committee, such grant of
Options, SARs, Restricted Shares





                                      -18-
<PAGE>   19
or Stock Units, or such Performance Award, as applicable, shall terminate if
such written agreement is not signed by such grantee (or his attorney) and
delivered to the Company within 60 days after the date the Committee approved
such grant.  Any such written agreement may contain (but shall not be required
to contain) such provisions as the Committee deems appropriate (i) to insure
that the penalty provisions of Section 4999 of the Code will not apply to any
stock or cash received by the Holder from the Company or (ii) to provide cash
payments to the Holder to mitigate the impact of such penalty provisions upon
the Holder.  Any such agreement may be supplemented or amended from time to
time as approved by the Committee as contemplated by Section 11.8(b).

         11.6    Designation of Beneficiaries.  Each person who shall be
granted an Award under the Plan may designate a beneficiary or beneficiaries
and may change such designation from time to time by filing a written
designation of beneficiary or beneficiaries with the Committee on a form to be
prescribed by it, provided that no such designation shall be effective unless
so filed prior to the death of such person.

         11.7    Right of First Refusal.  The Agreements may contain such
provisions as the Committee shall determine to the effect that if a Holder
elects to sell all or any shares of Series A Stock that such Holder acquired
upon the exercise of an Option or SAR or upon the vesting of Restricted Shares
or Stock Units awarded under the Plan, then such Holder shall not sell such
shares unless such Holder shall have first offered in writing to sell such
shares to the Company at Fair Market Value on a date specified in such offer
(which date shall be at least three business days and not more than ten
business days following the date of such offer).  In any such event,
certificates representing shares issued upon exercise of Options or SARs and
the vesting of Restricted Shares or Stock Units shall bear a restrictive legend
to the effect that transferability of such shares are subject to the
restrictions contained in the Plan and the applicable Agreement and that the
Company may cause the transfer agent for the Series A Stock to place a stop
transfer order with respect to such shares.

         11.8    Termination and Amendment.

                 (a)      General.  No Awards may be made under the Plan on or
         after the tenth anniversary of the Effective Date, or such earlier
         date as the Plan may be terminated as provided herein.  The Board or
         the Committee may at any time prior to the tenth anniversary of the
         Effective Date terminate the Plan, and may, from time to time, suspend
         or discontinue the Plan or modify or amend the Plan in such respects
         as it shall deem advisable; except that no such modification or
         amendment shall be effective prior to approval by the Company's
         stockholders to the extent such approval is then required pursuant to
         Section 162(m) of the Code in order to preserve the deductibility to
         the Company of any compensation expense that may be incurred by the
         Company with respect to any Award then outstanding (unless the Company
         waives such condition with respect to any such amendment and/or any
         such Award) or to the extent stockholder approval is otherwise
         required by applicable legal requirements.





                                      -19-
<PAGE>   20
                 (b)      Modification.  No termination, modification or
         amendment of the Plan may, without the consent of the person to whom
         any Award shall theretofore have been granted, adversely affect the
         rights of such person with respect to such Award.  No modification,
         extension, renewal or other change in any Award granted under the Plan
         shall be made after the grant of such Award, unless the same is
         consistent with the provisions of the Plan.  With the consent of the
         Holder and subject to the terms and conditions of the Plan (including
         Section 11.8(a)), the Committee may amend outstanding Agreements with
         any Holder, including, without limitation, any amendment which would
         (i) accelerate the time or times at which the Award may be exercised
         and/or (ii) extend the scheduled expiration date of the Award.
         Without limiting the generality of the foregoing, the Committee may,
         but solely with the Holder's consent unless otherwise provided in the
         Agreement, agree to cancel any Award under the Plan and issue a new
         Award in substitution therefor, provided that the Award so substituted
         shall satisfy all of the requirements of the Plan as of the date such
         new Award is made.  Nothing contained in the foregoing provisions of
         this Section 11.8(b) shall be construed to prevent the Committee from
         providing in any Agreement that the rights of the Holder with respect
         to the Award evidenced thereby shall be subject to such rules and
         regulations as the Committee may, subject to the express provisions of
         the Plan, adopt from time to time, or impair the enforceability of any
         such provision.

         11.9    Government and Other Regulations.  The obligation of the
Company with respect to Awards shall be subject to all applicable laws, rules
and regulations and such approvals by any governmental agencies as may be
required, including, without limitation, the effectiveness of any registration
statement required under the Securities Act of 1933, and the rules and
regulations of any securities exchange or association on or through which the
Series A Stock may be listed or quoted.  For so long as the Series A Stock is
registered under the Exchange Act, the Company shall use its reasonable efforts
to comply with any legal requirements (i) to maintain a registration statement
in effect under the Securities Act of 1933 with respect to all shares of Series
A Stock that may be issued to Holders under the Plan, and (ii) to file in a
timely manner all reports required to be filed by it under the Exchange Act.

         11.10   Withholding.  The Company's obligation to deliver shares of
Series A Stock or pay cash in respect of any Award under the Plan shall be
subject to applicable federal, state and local tax withholding requirements.
Federal, state and local withholding tax due at the time of an Award, upon the
exercise of any Option or SAR or upon the vesting of, or expiration of
restrictions with respect to, Restricted Shares or Stock Units, as appropriate,
may, in the discretion of the Committee, be paid in shares of Series A Stock or
Series B Stock already owned by the Holder or through the withholding of shares
otherwise issuable to such Holder, upon such terms and conditions (including,
without limitation, the conditions referenced in Section 6) as the Committee
shall determine.  If the Holder shall fail to pay, or make arrangements
satisfactory to the Committee for the payment, to the Company of all such
federal, state and local taxes required to be withheld by the Company, then the
Company shall, to the extent permitted by law, have the right to deduct from
any payment of any





                                      -20-
<PAGE>   21
kind otherwise due to such Holder an amount equal to any federal, state or
local taxes of any kind required to be withheld by the Company with respect to
such Award.

         11.11   Non-Exclusivity of the Plan.  Neither the adoption of the Plan
by the Board nor the submission of the Plan to the stockholders of the Company
for approval 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 the awarding
of stock and cash otherwise then under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.

         11.12   Exclusion from Pension and Profit-Sharing Computation.  By
acceptance of an Award, unless otherwise provided in the applicable Agreement,
each Holder shall be deemed to have agreed that such Award is special incentive
compensation that will not be taken into account, in any manner, as salary,
compensation or bonus in determining the amount of any payment under any
pension, retirement or other employee benefit plan, program or policy of the
Company or any Subsidiary.  In addition, each beneficiary of a deceased Holder
shall be deemed to have agreed that such Award will not affect the amount of
any life insurance coverage, if any, provided by the Company on the life of the
Holder which is payable to such beneficiary under any life insurance plan
covering employees of the Company or any Subsidiary.

         11.13   Unfunded Plan.  Neither the Company nor any Subsidiary shall
be required to segregate any cash or any shares of Series A Stock which may at
any time be represented by Awards, and the Plan shall constitute an "unfunded"
plan of the Company.  Except as provided in Article VIII with respect to awards
of Restricted Shares and except as expressly set forth in writing, no employee
shall have voting or other rights with respect to shares of Series A Stock
prior to the delivery of such shares.  Neither the Company nor any Subsidiary
shall, by any provisions of the Plan, be deemed to be a trustee of any Series A
Stock or any other property, and the liabilities of the Company and any
Subsidiary to any employee pursuant to the Plan shall be those of a debtor
pursuant to such contract obligations as are created by or pursuant to the
Plan, and the rights of any employee, former employee or beneficiary under the
Plan shall be limited to those of a general creditor of the Company or the
applicable Subsidiary, as the case may be.  In its sole discretion, the Board
may authorize the creation of trusts or other arrangements to meet the
obligations of the Company under the Plan, provided, however, that the
existence of such trusts or other arrangements is consistent with the unfunded
status of the Plan.

         11.14   Governing Law.  The Plan shall be governed by, and construed
in accordance with, the laws of the State of Delaware.

         11.15   Accounts.  The delivery of any shares of Series A Stock and
the payment of any amount in respect of an Award shall be for the account of
the Company or the applicable Subsidiary, as the case may be, and any such
delivery or payment shall not be made until the recipient shall have paid or
made satisfactory arrangements for the payment of any applicable withholding
taxes as provided in Section 11.10.





                                      -21-
<PAGE>   22
         11.16   Legends.  In addition to any legend contemplated by Section
11.7, each certificate evidencing Series A Stock subject to an Award shall bear
such legends as the Committee deems necessary or appropriate to reflect or
refer to any terms, conditions or restrictions of the Award applicable to such
shares, including, without limitation, any to the effect that the shares
represented thereby may not be disposed of unless the Company has received an
opinion of counsel, acceptable to the Company, that such disposition will not
violate any federal or state securities laws.

         11.17   Company's Rights.  The grant of Awards pursuant to the Plan
shall not affect in any way the right or power of the Company to make
reclassifications, reorganizations or other changes of or to its capital or
business structure or to merge, consolidate, liquidate, sell or otherwise
dispose of all or any part of its business or assets.





                                      -22-