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                                                                    Exhibit 10.9


                              LIBERTY DIGITAL, INC.
                 AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN

                                   Article I.

                            Purpose and Effectiveness

     1.1 Purpose. The purpose of the Liberty Digital, Inc. (f/k/a TCI Music,
Inc.) 1997 Stock Incentive Plan (the "Plan") is to promote the success of
Liberty Digital, 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 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.


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          "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. ("TCI"), 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 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 TCI, 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 or the board of
     TCI. 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.


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          "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.

          "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.

          "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.


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          "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 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


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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.

                                  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 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


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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 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


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     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). Notwithstanding the foregoing and the terms of the applicable
agreement, the Holder, with the approval of the Committee, may transfer any
Option that is a non-qualified stock option for no consideration to or for the
benefit of the Holder's Immediate Family (including, without limitation, to a
trust in which such Immediate Family Members have all of the beneficial
interest, a foundation in which such Immediate Family Members control the
management of assets and any other entity in which these persons own all of the
voting interests, subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions applicable to
the Option prior to such transfer. The foregoing right to transfer the Option
shall apply to the right to consent to amendments to the applicable agreement
and, in the discretion of the Committee, shall also apply to the right to
transfer ancillary rights associated with the Option. The term "Immediate
Family" shall mean any spouse ,former spouse, parent, stepparent, child,
stepchild, sibling, grandparent, grandchild, niece, nephew, mother- or
father-in-law, son- or daughter-in-law, including adoptive relationships and any
person sharing the Holder's household (other than a tenant or employee and, for
this purpose, shall also include the Holder).

                                  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


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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.

     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).
Notwithstanding the foregoing and the terms of the applicable agreement, the
Holder, with the approval of the Committee, may transfer any SAR for no
consideration to or for the benefit of the Holder's Immediate Family (including,
without limitation, to a trust in which such Immediate Family Members have all
of the beneficial interest, a foundation in which such Immediate Family Members
control the management of assets and any other entity in which these persons own
all of the voting interests, subject to such limits as the Committee may
establish, and the transferee shall remain subject to all the terms and
conditions applicable to the SAR prior to such transfer. The foregoing right to
transfer the SAR shall apply to the right to consent to amendments to the
applicable agreement and, in the discretion of


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the Committee, shall also apply to the right to transfer ancillary rights
associated with the SAR. The term "Immediate Family" shall mean any spouse
former spouse, parent, stepparent, child, stepchild, sibling, grandparent,
grandchild, niece, nephew, mother- or father-in-law, son- or daughter-in-law,
including adoptive relationships and any person sharing the Holder's household
(other than a tenant or employee and, for this purpose, shall also include the
Holder).

                                 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 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
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



                                      -9-
<PAGE>   10

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.

                                  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.


                                      -10-
<PAGE>   11

          (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.

                                   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.


                                      -11-
<PAGE>   12

                                  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 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


                                      -12-
<PAGE>   13

     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, 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


                                      -13-
<PAGE>   14

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 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.

          (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


                                      -14-
<PAGE>   15

     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 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


                                      -15-
<PAGE>   16

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.

     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.




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