Amended and restated 1998 stock incentive plan






Exhibit 10.15





COVENTRY HEALTH CARE,
INC.
AMENDED AND RESTATED
1998 STOCK INCENTIVE PLAN 




SECTION 1. Purpose;
Definitions. 



        The
purpose of the 1998 Stock Incentive Plan (the “Plan”) is to enable Coventry
Health Care, Inc., a Delaware corporation (the “Company”), to attract, retain
and reward key employees of and consultants to the Company and its Subsidiaries and
Affiliates, and directors who are not also employees of the Company, and to strengthen the
mutuality of interests between such key employees, consultants, and directors by awarding
such key employees, consultants, and directors performance-based stock incentives and/or
other equity interests or equity-based incentives in the Company, as well as
performance-based incentives payable in cash. The creation of the Plan shall not diminish
or prejudice other compensation programs approved from time to time by the Board. 



        For
purposes of the Plan, the following terms shall be defined as set forth below: 



               	A. 	  	
                    “Affiliate” means any entity other than the Company and its
                    Subsidiaries that is designated by the Board as a participating employer under
                    the Plan, provided that the Company directly or indirectly owns at least 20% of
                    the combined voting power of all classes of stock of such entity or at least 20%
                    of the ownership interests in such entity. 



                    



               	B. 	  	
                    “Assumed Plans” has the meaning provided in Section 3(a) of the Plan. 



                    



               	C. 	  	
                    “Assumption Time” means the time that the merger described in the
                    Combination Agreement becomes effective as provided in Section 2.2 of the
                    Combination Agreement. 



                    



               	D. 	  	
                    “Board” means the Board of Directors of the Company. 



                    



               	E. 	  	
                    “Cause” has the meaning provided in Section 5(j) of the Plan. 



                    



               	F. 	  	
                    “Change in Control” has the meaning provided in Section 10(b) of the
                    Plan. 



                    



               	G. 	  	
                    “Change in Control Price” has the meaning provided in Section 10(d) of
                    the Plan. 



                    



               	H. 	  	
                    “Code” means the Internal Revenue Code of 1986, as amended from time
                    to time, and any successor thereto. 



                    


               	I. 	  	
“Combination
Agreement” has the meaning provided in Section 3(a) of the Plan.



                    


               	J. 	  	
“Common
Stock” means the Company’s Common Stock, par value $.01 per share.



                    


               	K. 	  	
“Committee” means the Committee referred to in Section 2 of the Plan. 



                    


     	L. 	  	
          “Company” means Coventry Health Care, Inc., a corporation organized
          under the laws of the State of Delaware or any successor corporation. 



          



          	M. 	  	
               “Disability” means disability as determined under the Company’s
               Group Long Term Disability Insurance Plan. 



               



          	N. 	  	
               “Early Retirement” means retirement, for purposes of this Plan with
               the express consent of the Company at or before the time of such retirement,
               from active employment with the Company and any Subsidiary or Affiliate prior to
               age 65, in accordance with any applicable early retirement policy of the Company
               then in effect or as may be approved by the Committee. 



               



          	O. 	  	
               “Effective Date” has the meaning provided in Section 14 of the Plan. 



               



          	P. 	  	
               “Exchange Act” means the Securities Exchange Act of 1934, as amended
               from time to time, and any successor thereto. 



               



          	Q. 	  	
               “Fair Market Value” means with respect to the Common Stock, as of any
               given date or dates, unless otherwise determined by the Committee in good faith,
               the reported closing price of a share of Common Stock on the New York Stock
               Exchange or such other market or exchange as is the principal trading market for
               the Common Stock, or, if no such sale of a share of Common Stock is reported on
               the New York Stock Exchange or other exchange or principal trading market on
               such date, the fair market value of a share of Common Stock as determined by the
               Committee in good faith. 



               



          	R. 	  	
               “Incentive Stock Option” means any Stock Option intended to be and
               designated as an “Incentive Stock Option” within the meaning of
               Section 422 of the Code. 



               



          	S. 	  	
               “Immediate Family” means any child, stepchild, grandchild, parent,
               stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
               son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
               adoptive relationships. 



               



          	T. 	  	
               “Non-Employee Director” means a member of the Board who is a
               Non-Employee Director within the meaning of Rule 16b-3(b)(3) promulgated under
               the Exchange Act and an outside director within the meaning of Treasury
               Regulation Sec. 162-27(e)(3) promulgated under the Code. 



               



          	U. 	  	
               “Non-Qualified Stock Option” means any Stock Option that is not an
               Incentive Stock Option. 



               



          	V. 	  	
               “Normal Retirement” means retirement from active employment with the
               Company and any Subsidiary or Affiliate on or after age 65. 



               



          	W. 	  	
               “Other Stock-Based Award” means an award under Section 8 below that is
               valued in whole or in part by reference to, or is otherwise based on, the Common
               Stock. 



               



          	X. 	  	
               “Outside Director” means a member of the Board who is not then (i) an
               officer or employee of the Company or any Subsidiary or Affiliate of the
               Company, or (ii) the direct or beneficial owner of five percent (5%) or more of
               the Common Stock of the Company. 



               



          	Y. 	  	
               “Outside Director Option” means an award to an Outside Director under
               Section 9 below. 



               



          	Z. 	  	
               “Plan” means this 1998 Stock Incentive Plan, as amended from time to
               time. 



               



          	AA. 	  	
               “Restricted Stock” means an award of shares of Common Stock that is
               subject to restrictions under Section 7 of the Plan. 



               



          	BB. 	  	
               “Restriction Period” has the meaning provided in Section 7 of the
               Plan. 



               



          	CC. 	  	
               “Retirement” means Normal or Early Retirement. 



               



          	DD. 	  	
               “Section 162(m) Maximum” has the meaning provided in Section 3(a)
               hereof. 



               



          	EE. 	  	
               “Stock Appreciation Right” means the right pursuant to an award
               granted under Section 6 below to surrender to the Company all (or a portion) of
               a Stock Option in exchange for an amount equal to the difference between (i) the
               Fair Market Value, as of the date such Stock Option (or such portion thereof) is
               surrendered, of the shares of Common Stock covered by such Stock Option (or such
               portion thereof), subject, where applicable, to the pricing provisions in
               Section 6(b)(ii), and (ii) the aggregate exercise price of such Stock Option (or
               such portion thereof). 



               



          	FF. 	  	
               “Stock Option” or “Option” means any option to purchase
               shares of Common Stock (including Restricted Stock, if the Committee so
               determines) granted pursuant to Section 5 below. 



               



          	GG. 	  	
               “Subsidiary” means any corporation (other than the Company) in an
               unbroken chain of corporations beginning with the Company if each of the
               corporations (other than the last corporation in the unbroken chain) owns stock
               possessing 50% or more of the total combined voting power of all classes of
               stock in one of the other corporations in the chain. 



               




SECTION 2.
Administration. 



        The
Plan shall be administered by a Committee of not less than two Non-Employee Directors, who
shall be appointed by the Board and who shall serve at the pleasure of the Board. The
functions of the Committee specified in the Plan may be exercised by an existing Committee
of the Board composed exclusively of Non-Employee Directors. The initial Committee shall
be the Compensation Committee of the Board. In the event there are not at least two
Non-Employee Directors on the Board, the Plan shall be administered by the Board and all
references herein to the Committee shall refer to the Board. 



        The
Committee shall have authority to grant, pursuant to the terms of the Plan, to officers,
other key employees, Outside Directors and consultants eligible under Section 4: (i) Stock
Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, and/or (iv) Other
Stock-Based Awards; provided, however, that the power to grant and establish the terms and
conditions of awards to Outside Directors under the Plan other than pursuant to Section 9
shall be reserved to the Board. 



        In
particular, the Committee, or the Board, as the case may be, shall have the authority,
consistent with the terms of the Plan: 



     	(a) 	  	
          to select the officers, key employees and Outside Directors of and consultants
          to the Company and its Subsidiaries and Affiliates to whom Stock Options, Stock
          Appreciation Rights, Restricted Stock, and/or Other Stock-Based Awards may from
          time to time be granted hereunder; 



          



     	(b) 	  	
          to determine whether and to what extent Incentive Stock Options, Non-Qualified
          Stock Options, Stock Appreciation Rights, Restricted Stock, and/or Other
          Stock-Based Awards, or any combination thereof, are to be granted hereunder to
          one or more eligible persons; 



          



     	(c) 	  	
          to determine the number of shares to be covered by each such award granted
          hereunder; 



          



     	(d) 	  	
          to determine the terms and conditions, not inconsistent with the terms of the
          Plan, of any award granted hereunder (including, but not limited to, the share
          price and any restriction or limitation, or any vesting acceleration or waiver
          of forfeiture restrictions regarding any Stock Option or other award and/or the
          shares of Common Stock relating thereto, based in each case on such factors as
          the Committee shall determine, in its sole discretion); and to amend or waive
          any such terms and conditions to the extent permitted by Section 11 hereof; 



          



     	(e) 	  	
          to determine whether and under what circumstances a Stock Option may be settled
          in cash or Restricted Stock under Section 5(m) or (n), as applicable, instead of
          Common Stock; 



          



	(f) 	  	
determine whether, to what extent, and under what circumstances Option grants and/or other
awards under the Plan are to be made, and operate, on a tandem basis vis-a-vis other
awards under the Plan and/or cash awards made outside of the Plan; 







     	(g) 	  	
          to determine whether, to what extent, and under what circumstances shares of
          Common Stock and other amounts payable with respect to an award under this Plan
          shall be deferred either automatically or at the election of the participant
          (including providing for and determining the amount (if any) of any deemed
          earnings on any deferred amount during any deferral period); 



          



     	(h) 	  	
          to determine whether to require payment of tax withholding requirements in
          shares of Common Stock subject to the award; and 



          



     	(i) 	  	
to
impose any holding period required to satisfy Section 16 under the Exchange Act.



          




        The
Committee shall have the authority to adopt, alter, and repeal such rules, guidelines, and
practices governing the Plan as it shall, from time to time, deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the Plan (and any
agreements relating thereto); and to otherwise supervise the administration of the Plan. 



        All
decisions made by the Committee pursuant to the provisions of the Plan shall be made in
the Committee’s sole discretion and shall be final and binding on all persons,
including the Company and Plan participants. 




SECTION 3. Shares of
Common Stock Subject to Plan. 



         (a)       
          As of the Effective Date, an aggregate of 11,000,000 shares of Common Stock may
          be issued by the Company under the Plan and the other stock option and incentive
          plans assumed by the Company (the “Assumed Plans”) under the Capital
          Contribution and Merger Agreement dated as of November 3, 1997 (the
          “Combination Agreement”) by and among, inter alia, Coventry
          Corporation, the Company, Principal Health Care, Inc. and Principal Mutual Life
          Insurance Company. The Assumed Plans are the Principal Health Care, Inc. 1997
          Non-Qualified Stock Option Plan, the Coventry Corporation 1997 Stock Incentive
          Plan, the Coventry Corporation 1993 Stock Option Plan (as amended), the Southern
          Health Management Corporation 1993 Stock Option Plan, the Coventry Corporation
          1993 Outside Directors Stock Option Plan (as amended), the Coventry Corporation
          Third Amended and Restated 1989 Stock Option Plan, and the Coventry Corporation
          Amended and Restated 1987 Statutory-Nonstatutory Stock Option Plan. From and
          after the Assumption Time, no additional shares of Common Stock may be made
          subject to options or awards under the Assumed Plans. 



         (b)       
          The shares of Common Stock issuable under the Plan may consist, in whole or in
          part, of authorized and unissued shares or treasury shares. No officer of the
          Company or other person whose compensation may be subject to the limitations on
          deductibility under Section 162(m) of the Code shall be eligible to receive
          awards pursuant to this Plan relating to in excess of 400,000 shares of Common
          Stock in any fiscal year (the “Section 162(m) Maximum”). 



         (c)       
          If any shares of Common Stock that have been optioned hereunder or under any of
          the Assumed Plans cease to be subject to such option, or if any shares of Common
          Stock that are subject to any Restricted Stock or Other Stock-Based Award
          granted hereunder or under any of the Assumed Plans are forfeited prior to the
          payment of any dividends, if applicable, with respect to such shares of Common
          Stock, or any such award otherwise terminates without a payment being made to
          the participant in the form of Common Stock, such shares shall again be
          available for distribution in connection with future awards under the Plan, so
          long as the total does not exceed the number specified in 3(a) above. 



         (d)       
          In the event of any merger, reorganization, consolidation, recapitalization,
          extraordinary cash dividend, stock dividend, stock split or other change in
          corporate structure affecting the Common Stock, an appropriate substitution or
          adjustment shall be made in the maximum number of shares that may be awarded
          under the Plan, in the number and option price of shares subject to outstanding
          Options granted under the Plan, in the number of shares underlying Outside
          Director Options to be granted under Section 9 hereof, the Section 162(m)
          Maximum and in the number of shares subject to other outstanding awards granted
          under the Plan as may be determined to be appropriate by the Committee, in its
          sole discretion, provided that the number of shares subject to any award shall
          always be a whole number. An adjusted option price shall also be used to
          determine the amount payable by the Company upon the exercise of any Stock
          Appreciation Right associated with any Stock Option. 




SECTION
4. Eligibility. 



        Officers,
other key employees and Outside Directors of and consultants to the Company and its
Subsidiaries and Affiliates who are responsible for or contribute to the management,
growth and/or profitability of the business of the Company and/or its Subsidiaries and
Affiliates are eligible to be granted awards under the Plan. Outside Directors are
eligible to receive awards pursuant to Section 9 and as otherwise determined by the Board. 




SECTION
5. Stock Options. 



        Stock
Options may be granted alone, in addition to, or in tandem with other awards granted under
the Plan and/or cash awards made outside of the Plan. Any Stock Option granted under the
Plan shall be in such form as the Committee may from time to time approve. 



        Stock
Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii)
Non-Qualified Stock Options. Incentive Stock Options may be granted only to individuals
who are employees of the Company or any Subsidiary of the Company. 



        The
Committee shall have the authority to grant to any optionee Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options (in each case with or without
Stock Appreciation Rights). 



        Options
granted to officers, key employees, Outside Directors and consultants under the Plan shall
be subject to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem
desirable. 



         (a)       
          Option Price. The option price per share of Common Stock
          purchasable under a Stock Option shall be determined by the Committee at the
          time of grant but shall be not less than 100% (or, in the case of any employee
          who owns stock possessing more than 10% of the total combined voting power of
          all classes of stock of the Company or of any of its Subsidiaries, not less than
          110%) of the Fair Market Value of the Common Stock at grant, in the case of
          Incentive Stock Options, and not less than 100% of the Fair Market Value of the
          Common Stock at grant, in the case of Non-Qualified Stock Options. 



         (b)       
          Option Term. The term of each Stock Option shall be fixed
          by the Committee, but no Incentive Stock Option shall be exercisable more than
          ten years (or, in the case of an employee who owns stock possessing more than
          10% of the total combined voting power of all classes of stock of the Company or
          any of its Subsidiaries or parent corporations, more than five years) after the
          date the Option is granted. 



         (c)       
          Exercisability. Stock Options shall be exercisable at such
          time or times and subject to such terms and conditions as shall be determined by
          the Committee at or after grant; provided, however, that except as provided in
          Section 5(g) and (h) and Section 10, unless otherwise determined by the
          Committee at or after grant, no Stock Option shall be exercisable prior to the
          first anniversary date of the granting of the Option. The Committee may provide
          that a Stock Option shall vest over a period of future service at a rate
          specified at the time of grant, or that the Stock Option is exercisable only in
          installments. If the Committee provides, in its sole discretion, that any Stock
          Option is exercisable only in installments, the Committee may waive such
          installment exercise provisions at any time at or after grant, in whole or in
          part, based on such factors as the Committee shall determine in its sole
          discretion. 



         (d)       
          Method of Exercise. Subject to whatever installment
          exercise restrictions apply under Section 5(c), Stock Options may be exercised
          in whole or in part at any time during the option period, by giving written
          notice of exercise to the Company specifying the number of shares to be
          purchased. Such notice shall be accompanied by payment in full of the purchase
          price, either by check, note, or such other instrument as the Committee may
          accept. As determined by the Committee, in its sole discretion, at or (except in
          the case of an Incentive Stock Option) after grant, payment in full or in part
          may also be made in the form of shares of Common Stock already owned by the
          optionee or, in the case of a Non-Qualified Stock Option, shares of Restricted
          Stock or shares subject to such Option or another award hereunder (in each case
          valued at the Fair Market Value of the Common Stock on the date the Option is
          exercised). If payment of the exercise price is made in part or in full with
          Common Stock, the Committee may award to the employee a new Stock Option to
          replace the Common Stock which was surrendered. If payment of the option
          exercise price of a Non-Qualified Stock Option is made in whole or in part in
          the form of Restricted Stock, such Restricted Stock (and any replacement shares
          relating thereto) shall remain (or be) restricted in accordance with the
          original terms of the Restricted Stock award in question, and any additional
          Common Stock received upon the exercise shall be subject to the same forfeiture
          restrictions, unless otherwise determined by the Committee, in its sole
          discretion, at or after grant. No shares of Common Stock shall be issued until
          full payment therefor has been made. An optionee shall generally have the rights
          to dividends or other rights of a shareholder with respect to shares subject to
          the Option when the optionee has given written notice of exercise, has paid in
          full for such shares, and, if requested, has given the representation described
          in Section 13(a). 



         (e)       
          Transferability of Options. No Non-Qualified Stock Option
          shall be transferable by the optionee without the prior written consent of the
          Committee other than (i) transfers by the optionee to a member of his or her
          Immediate Family or a trust for the benefit of the optionee or a member of his
          or her Immediate Family, or (ii) transfers by will or by the laws of descent and
          distribution. No Incentive Stock Option shall be transferable by the optionee
          otherwise than by will or by the laws of descent and distribution and all
          Incentive Stock Options shall be exercisable, during the optionee’s
          lifetime, only by the optionee. 



         (f)       
          Bonus for Taxes. In the case of a Non-Qualified Stock
          Option or an optionee who elects to make a disqualifying disposition (as defined
          in Section 422(a)(1) of the Code) of Common Stock acquired pursuant to the
          exercise of an Incentive Stock Option, the Committee in its discretion may award
          at the time of grant or thereafter the right to receive upon exercise of such
          Stock Option a cash bonus calculated to pay part or all of the federal and
          state, if any, income tax incurred by the optionee upon such exercise. 



         (g)       
          Termination by Death.Subject to Section 5(k), if an
          optionee’s employment by the Company and any Subsidiary or (except in the
          case of an Incentive Stock Option) Affiliate terminates by reason of death, any
          Stock Option held by such optionee may thereafter be exercised, to the extent
          such option was exercisable at the time of death or (except in the case of an
          Incentive Stock Option) on such accelerated basis as the Committee may determine
          at or after grant (or except in the case of an Incentive Stock Option, as may be
          determined in accordance with procedures established by the Committee) by the
          legal representative of the estate or by the legatee of the optionee under the
          will of the optionee, for a period of one year (or such other period as the
          Committee may specify at or after grant) from the date of such death or until
          the expiration of the stated term of such Stock Option, whichever period is the
          shorter. 



         (h)       
          Termination by Reason of Disability. Subject to Section
          5(k), if an optionee’s employment by the Company and any Subsidiary or
          (except in the case of an Incentive Stock Option) Affiliate terminates by reason
          of Disability, any Stock Option held by such optionee may thereafter be
          exercised by the optionee, to the extent it was exercisable at the time of
          termination or (except in the case of an Incentive Stock Option) on such
          accelerated basis as the Committee may determine at or after grant (or, except
          in the case of an Incentive Stock Option, as may be determined in accordance
          with procedures established by the Committee), for a period of (i) three years
          (or such other period as the Committee may specify at or after grant) from the
          date of such termination of employment or until the expiration of the stated
          term of such Stock Option, whichever period is the shorter, in the case of a
          Non-Qualified Stock Option and (ii) one year from the date of termination of
          employment or until the expiration of the stated term of such Stock Option,
          whichever period is shorter, in the case of an Incentive Stock Option; provided,
          however, that, if the optionee dies within the period specified in (i) above (or
          other such period as the Committee shall specify at or after grant), any
          unexercised Non-Qualified Stock Option held by such optionee shall thereafter be
          exercisable to the extent to which it was exercisable at the time of death for a
          period of twelve months from the date of such death or until the expiration of
          the stated term of such Stock Option, whichever period is shorter. In the event
          of termination of employment by reason of Disability, if an Incentive Stock
          Option is exercised after the expiration of the exercise period applicable to
          Incentive Stock Options, but before the expiration of any period that would
          apply if such Stock Option were a Non-Qualified Stock Option, such Stock Option
          will thereafter be treated as a Non-Qualified Stock Option. 



         (i)       
          Termination by Reason of Retirement. Subject to Section
          5(k), if an optionee’s employment by the Company and any Subsidiary or
          (except in the case of an Incentive Stock Option) Affiliate terminates by reason
          of Normal or Early Retirement, any Stock Option held by such optionee may
          thereafter be exercised by the optionee, to the extent it was exercisable at the
          time of such Retirement or (except in the case of an Incentive Stock Option) on
          such accelerated basis as the Committee may determine at or after grant (or,
          except in the case of an Incentive Stock Option, as may be determined in
          accordance with procedures established by the Committee), for a period of (i)
          three years (or such other period as the Committee may specify at or after
          grant) from the date of such termination of employment or the expiration of the
          stated term of such Stock Option, whichever period is the shorter, in the case
          of a Non-Qualified Stock Option and (ii) ninety (90) days from the date of such
          termination of employment or the expiration of the stated term of such Stock
          Option, whichever period is the shorter, in the event of an Incentive Stock
          Option; provided however, that, if the optionee dies within the period specified
          in (i) above (or other such period as the Committee shall specify at or after
          grant), any unexercised Non-Qualified Stock Option held by such optionee shall
          thereafter be exercisable to the extent to which it was exercisable at the time
          of death for a period of twelve months from the date of such death or until the
          expiration of the stated term of such Stock Option, whichever period is shorter.
          In the event of termination of employment by reason of Retirement, if an
          Incentive Stock Option is exercised after the expiration of the exercise period
          applicable to Incentive Stock Options, but before the expiration of the period
          that would apply if such Stock Option were a Non-Qualified Stock Option, the
          option will thereafter be treated as a Non-Qualified Stock Option. 



         (j)       
          Other Termination. Subject to Section 5(k), unless
          otherwise determined by the Committee (or pursuant to procedures established by
          the Committee) at or (except in the case of an Incentive Stock Option) after
          grant, if an optionee’s employment by the Company and any Subsidiary or
          (except in the case of an Incentive Stock Option) Affiliate is involuntarily
          terminated for any reason other than death, Disability or Normal or Early
          Retirement, the Stock Option shall thereupon terminate, except that such Stock
          Option may be exercised, to the extent otherwise then exercisable, for the
          lesser of ninety (90) days or the balance of such Stock Option’s term if
          the involuntary termination is without Cause. For purposes of this Plan,
          “Cause” means (i) a felony conviction of a participant or the failure
          of a participant to contest prosecution for a felony, or (ii) a
          participant’s willful misconduct or dishonesty, which is directly and
          materially harmful to the business or reputation of the Company or any
          Subsidiary or Affiliate. If an optionee voluntarily terminates employment with
          the Company and any Subsidiary or (except in the case of an Incentive Stock
          Option) Affiliate (except for Disability, Normal or Early Retirement), the Stock
          Option shall thereupon terminate; provided, however, that the Committee at grant
          or (except in the case of an Incentive Stock Option) thereafter may extend the
          exercise period in this situation for the lesser of ninety (90) days or the
          balance of such Stock Option’s term. 



         (k)       
          Incentive Stock Options. Anything in the Plan to the
          contrary notwithstanding, no term of this Plan relating to Incentive Stock
          Options shall be interpreted, amended, or altered, nor shall any discretion or
          authority granted under the Plan be so exercised, so as to disqualify the Plan
          under Section 422 of the Code, or, without the consent of the optionee(s)
          affected, to disqualify any Incentive Stock Option under such Section 422. No
          Incentive Stock Option shall be granted to any participant under the Plan if
          such grant would cause the aggregate Fair Market Value (as of the date the
          Incentive Stock Option is granted) of the Common Stock with respect to which all
          Incentive Stock Options are exercisable for the first time by such participant
          during any calendar year (under all such plans of the Company and any
          Subsidiary) to exceed $100,000. To the extent permitted under Section 422 of the
          Code or the applicable regulations thereunder or any applicable Internal Revenue
          Service pronouncement: 


         (i) if
(x) a participant’s employment is terminated by reason of death, Disability, or
Retirement and (y) the portion of any Incentive Stock Option that is otherwise exercisable
during the post-termination period specified under Section 5(g), (h) or (i), applied
without regard to the $100,000 limitation contained in Section 422(d) of the Code, is
greater than the portion of such Option that is immediately exercisable as an
“Incentive Stock Option” during such post-termination period under Section 422,
such excess shall be treated as a Non-Qualified Stock Option; and 


         (ii) if
the exercise of an Incentive Stock Option is accelerated by reason of a Change in Control,
any portion of such Option that is not exercisable as an Incentive Stock Option by reason
of the $100,000 limitation contained in Section 422(d) of the Code shall be treated as a
Non-Qualified Stock Option. 




         (l)       
          Buyout Provisions. The Committee may at any time offer to
          buy out for a payment in cash, Common Stock, or Restricted Stock an Option
          previously granted, based on such terms and conditions as the Committee shall
          establish and communicate to the optionee at the time that such offer is made. 



         (m)       
          Settlement Provisions. If the option agreement so provides
          at grant or (except in the case of an Incentive Stock Option) is amended after
          grant and prior to exercise to so provide (with the optionee’s consent),
          the Committee may require that all or part of the shares to be issued with
          respect to the spread value of an exercised Option take the form of Restricted
          Stock, which shall be valued on the date of exercise on the basis of the Fair
          Market Value (as determined by the Committee) of such Restricted Stock
          determined without regards to the forfeiture restrictions involved. 



         (n)       
          Performance and Other Conditions. The Committee may
          condition the exercise of any Option upon the attainment of specified
          performance goals or other factors as the Committee may determine, in its sole
          discretion. Unless specifically provided in the option agreement, any such
          conditional Option shall vest immediately prior to its expiration if the
          conditions to exercise have not theretofore been satisfied. 




SECTION 6. Stock
Appreciation Rights. 



         (a)       
          Grant and Exercise. Stock Appreciation Rights may be
          granted in conjunction with all or part of any Stock Option granted under the
          Plan. In the case of a Non-Qualified Stock Option, such rights may be granted
          either at or after the time of the grant of such Stock Option. In the case of an
          Incentive Stock Option, such rights may be granted only at the time of the grant
          of such Stock Option. A Stock Appreciation Right or applicable portion thereof
          granted with respect to a given Stock Option shall terminate and no longer be
          exercisable upon the termination or exercise of the related Stock Option,
          subject to such provisions as the Committee may specify at grant where a Stock
          Appreciation Right is granted with respect to less than the full number of
          shares covered by a related Stock Option. A Stock Appreciation Right may be
          exercised by an optionee, subject to Section 6(b), in accordance with the
          procedures established by the Committee for such purpose. Upon such exercise,
          the optionee shall be entitled to receive an amount determined in the manner
          prescribed in Section 6(b). Stock Options relating to exercised Stock
          Appreciation Rights shall no longer be exercisable to the extent that the
          related Stock Appreciation Rights have been exercised. 



         (b)       Terms and Conditions. Stock Appreciation Rights shall be
          subject to such terms and conditions, not inconsistent with the provisions of
          the Plan, as shall be determined from time to time by the Committee, including
          the following: 


         (i) Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that
the Stock Options to which they relate shall be exercisable in accordance with the
provisions of Section 5 and this Section 6 of the Plan. 


         (ii) Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive an
amount in cash and/or shares of Common Stock equal in value to the excess of the Fair
Market Value of one share of Common Stock over the option price per share specified in the
related Stock Option multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee having the right to
determine the form of payment. When payment is to be made in shares, the number of shares
to be paid shall be calculated on the basis of the Fair Market Value of the shares on the
date of exercise. When payment is to be made in cash, such amount shall be calculated on
the basis of the Fair Market Value of the Common Stock on the date of exercise. 


         (iii) Stock Appreciation Rights shall be transferable only when and to the extent that the underlying
Stock Option would be transferable under Section 5(e) of the Plan. 


         (iv) Upon the exercise of a Stock Appreciation Right, the Stock Option or part
               thereof to which such Stock Appreciation Right is related shall be deemed to
               have been exercised for the purpose of the limitation set forth in Section 3 of
               the Plan on the number of shares of Common Stock to be issued under the Plan. 


         (v) The Committee, in its sole discretion, may also provide that, in the event of a
               Change in Control and/or a Potential Change in Control, the amount to be paid
               upon the exercise of a Stock Appreciation Right shall be based on the Change in
               Control Price, subject to such terms and conditions as the Committee may specify
               at grant. 


         (vi) The Committee may condition the exercise of any Stock Appreciation Right upon
               the attainment of specified performance goals or other factors as the Committee
               may determine, in its sole discretion. 




SECTION 7. Restricted
Stock. 



         (a)       
          Administration. Shares of Restricted Stock may be issued
          either alone, in addition to, or in tandem with other awards granted under the
          Plan and/or cash awards made outside the Plan. The Committee shall determine the
          eligible persons to whom, and the time or times at which, grants of Restricted
          Stock will be made, the number of shares of Restricted Stock to be awarded to
          any person, the price (if any) to be paid by the recipient of Restricted Stock
          (subject to Section 7(b)), the time or times within which such awards may be
          subject to forfeiture, and the other terms, restrictions and conditions of the
          awards in addition to those set forth in Section 7(c). The Committee may
          condition the grant of Restricted Stock upon the attainment of specified
          performance goals or such other factors as the Committee may determine, in its
          sole discretion. The provisions of Restricted Stock awards need not be the same
          with respect to each recipient. 



         (b)       
          Awards and Certificates. The prospective recipient of a
          Restricted Stock award shall not have any rights with respect to such award,
          unless and until such recipient has executed an agreement evidencing the award
          and has delivered a fully executed copy thereof to the Company, and has
          otherwise complied with the applicable terms and conditions of such award. 



         (i)       The
purchase price for shares of Restricted Stock shall be established by the Committee and
may be zero. 


         (ii)       Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as
the Committee may specify at grant) after the award date, by executing a Restricted Stock
Award Agreement and paying whatever price (if any) is required under Section 7(b)(i). 


    (iii)
       Each
participant receiving a Restricted Stock award shall be issued a stock certificate in
respect of such shares of Restricted Stock. Such certificate shall be registered in the
name of such participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such award. 


    (iv)        
               The Committee shall require that the stock certificates evidencing such shares
               be held in custody by the Company until the restrictions thereon shall have
               lapsed, and that, as a condition of any Restricted Stock award, the participant
               shall have delivered a stock power, endorsed in blank, relating to the shares of
               Common Stock covered by such award. 


    (c)
Restrictions and Conditions. The shares of Restricted Stock
               awarded pursuant to this Section 7 shall be subject to the following
               restrictions and conditions: 


    (i) In
accordance with the provisions of this Plan and the award agreement, during a period set
by the Committee commencing with the date of such award (the “Restriction
Period”), the participant shall not be permitted to sell, transfer, pledge, assign,
or otherwise encumber shares of Restricted Stock awarded under the Plan. Within these
limits, the Committee, in its sole discretion, may provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions, in whole or in
part, based on service, performance, such other factors or criteria as the Committee may
determine in its sole discretion. 


    (ii) Except
as provided in this paragraph (ii) and Section 7(c)(i), the participant shall have, with
respect to the shares of Restricted Stock, all of the rights of a shareholder of the
Company, including the right to vote the shares, and the right to receive any cash
dividends. The Committee, in its sole discretion, as determined at the time of award, may
permit or require the payment of cash dividends to be deferred and, if the Committee so
determines, reinvested, subject to Section 13(e), in additional Restricted Stock to the
extent shares are available under Section 3, or otherwise reinvested. Pursuant to Section
3 above, stock dividends issued with respect to Restricted Stock shall be treated as
additional shares of Restricted Stock that are subject to the same restrictions and other
terms and conditions that apply to the shares with respect to which such dividends are
issued. If the Committee so determines, the award agreement may also impose restrictions
on the right to vote and the right to receive dividends. 


    (iii) Subject
to the applicable provisions of the award agreement and this Section 7, upon termination
of a participant’s employment with the Company and any Subsidiary or Affiliate for
any reason during the Restriction Period, all shares still subject to restriction will
vest, or be forfeited, in accordance with the terms and conditions established by the
Committee at or after grant. 


    (iv)
               If and when the Restriction Period expires without a prior forfeiture of the
               Restricted Stock subject to such Restriction Period, certificates for an
               appropriate number of unrestricted shares shall be delivered to the participant
               promptly. 


    (d)
               Minimum Value Provisions. In order to better ensure that
               award payments actually reflect the performance of the Company and service of
               the participant, the Committee may provide, in its sole discretion, for a tandem
               performance-based or other award designed to guarantee a minimum value, payable
               in cash or Common Stock to the recipient of a restricted stock award, subject to
               such performance, future service, deferral, and other terms and conditions as
               may be specified by the Committee. 


    (e)
               Limitation on Number of Shares of Restricted Stock. No more
               than five percent (5%) of the total number of shares of Common Stock outstanding
               may be issued as Shares of Restricted Stock under this Plan. 




SECTION 8. Other
Stock-Based Awards. 



         (a)       
          Administration. Other Stock-Based Awards, including,
          without limitation, performance shares, convertible preferred stock, convertible
          debentures, exchangeable securities and Common Stock awards or options valued by
          reference to earnings per share or Subsidiary performance, may be granted either
          alone, in addition to, or in tandem with Stock Options, Stock Appreciation
          Rights, or Restricted Stock granted under the Plan and cash awards made outside
          of the Plan; provided that no such Other Stock-Based Awards may be granted in
          tandem with Incentive Stock Options if that would cause such Stock Options not
          to qualify as Incentive Stock Options pursuant to Section 422 of the Code.
          Subject to the provisions of the Plan, the Committee shall have authority to
          determine the persons to whom and the time or times at which such awards shall
          be made, the number of shares of Common Stock to be awarded pursuant to such
          awards, and all other conditions of the awards. The Committee may also provide
          for the grant of Common Stock upon the completion of a specified performance
          period. The provisions of Other Stock-Based Awards need not be the same with
          respect to each recipient. 



         (b)       
          Terms and Conditions. Other Stock-Based Awards made
          pursuant to this Section 8 shall be subject to the following terms and
          conditions: 


         (i) Subject
to the provisions of this Plan and the award agreement and unless otherwise determined by
the Committee at grant, the recipient of an award under this Section 8 shall be entitled
to receive, currently or on a deferred basis, interest or dividends or interest or
dividend equivalents with respect to the number of shares covered by the award, as
determined at the time of the award by the Committee, in its sole discretion, and the
Committee may provide that such amounts (if any) shall be deemed to have been reinvested
in additional shares of Common Stock or otherwise reinvested. 



         (ii) Any
award under Section 8 and any shares of Common Stock covered by any such award shall vest
or be forfeited to the extent so provided in the award agreement, as determined by the
Committee in its sole discretion. 


         (iii) In
the event of the participant’s Retirement, Disability, or death, or in cases of
special circumstances, the Committee may, in its sole discretion, waive in whole or in
part any or all of the remaining limitations imposed hereunder (if any) with respect to
any or all of an award under this Section 8. 


         (iv)
               Each award under this Section 8 shall be confirmed by, and subject to the terms
               of, an agreement or other instrument by the Company and the participant. 





SECTION 9. Awards to
Outside Directors. 



         (a)       
          Applicability and Administration. The provisions of this
          Section 9 shall apply only to awards to Outside Directors in accordance with
          this Section 9. The Committee shall have no authority to determine the timing of
          or the terms or conditions of any award under this Section 9. Instead, the Board
          shall have the authority to interpret its provisions and supervise its
          administration, subject to the provisions provided herein. All decisions made by
          the Board under this Section 9 shall be made by the affirmative vote of a
          majority of its members then in office. 



         (b)       
          Current Directors. On the date of each Annual Meeting of
          Shareholders of the Company beginning with the year 2001, unless this Plan has
          been previously terminated, each person who is an Outside Director following
          such meeting will receive an automatic grant of a non-qualified stock option (an
          “Outside Director Option”) to purchase 2,000 shares of Common Stock.
          An Outside Director who is also the Chairman of the Board at such time will
          instead receive an automatic grant of an Outside Director Option to purchase
          6,000 shares of Common Stock. The exercise price of each Outside Director Option
          granted pursuant to this Section 9(b) shall equal the Fair Market Value of such
          Common Stock on such option’s date of grant. No Outside Director Option
          granted pursuant to this Section 9 shall qualify as an Incentive Stock Option. 



         (c)       
          Exercisability and Method of Exercise. Each Outside
          Director Option shall become exercisable on the date that is six months after
          the date of grant. Outside Director Options may be exercised, in whole or in
          part, only by notice in writing to the Company (i) stating the number of shares
          as to which such option is to be exercised and the address to which the
          certificates for such shares are to be sent, accompanied by cash, certified
          check or bank draft payable to the order of the Company, in an amount equal to
          such option’s purchase price per share multiplied by the number of shares
          of the Common Stock as to which such option is then being exercised or (ii)
          instructing the Company to deliver the shares being purchased to a broker,
          subject to the broker’s delivery of cash to the Company equal to such
          option purchase price per share multiplied by the number of shares as to which
          such Option is then being exercised, or (iii) delivering shares of Common Stock
          or Restricted Stock already owned by the Outside Director as partial or full
          payment of the Option in accordance with the terms and restrictions set forth
          under Section 5(d). 



         (d)       
          Transferability of Options. Outside Director Options shall
          not be transferable without the prior written consent of the Board other than
          (i) transfers by the optionee to a member of his or her Immediate Family or a
          trust for the benefit of optionee or a member of his or her Immediate Family, or
          (ii) transfers by will or by the laws of descent and distribution. 



         (e)       
          Option Agreement. Grantees of Outside Director Options
          shall enter into a stock option agreement in a form approved by the Board, which
          shall be subject to the terms and conditions of this Plan. Any agreement may
          contain such other terms, provisions and conditions not inconsistent with the
          Plan as may be determined by the Board. 



         (f)       
          Termination. The termination of Outside Director Options
          shall be governed by the provisions of Sections 5(g), 5(i) and 5(j) hereof as if
          Outside Directors were employees of the Company, except that any determination
          to accelerate the vesting of an Outside Director Option will be made by the
          Board and not by the Committee. 



         (g)       
          Certain Changes. Outside Director Options shall be subject
          to Section 10. The number of shares and the exercise price per share of each
          Outside Director Option shall be adjusted automatically in the same manner as
          the number of shares and the exercise price for Stock Options under Section 3
          hereof at any time that Stock Options are adjusted as provided in Section 3. 



         (h)       
          Taxes. The Company may make such provision as it deems
          appropriate for the withholding of any taxes which the Company determines are
          required in connection with the grant or exercise of any Outside Director
          Option. 




SECTION 10. Change in
Control Provisions. 



         (a)       
          Impact of Event. In the event of: (1) a “Change in
          Control” as defined in Section 10(b); or (2) a “Potential Change in
          Control” as defined in Section 10(c), but only if and to the extent so
          determined by the Committee or the Board at or after grant (subject to any right
          of approval expressly reserved by the Committee or the Board at the time of such
          determination), 


         (i) Subject
to the limitations set forth below in this Section 10(a), the following acceleration
provisions shall apply: 



          		    (a)       
               Any Stock Appreciation Rights, any Stock Option or Outside Director Option
               awarded under the Plan not previously exercisable and vested shall become fully
               exercisable and vested. 



               



          		    (b)       
               The restrictions applicable to any Restricted Stock and Other Stock-Based
               Awards, in each case to the extent not already vested under the Plan, shall
               lapse and such shares and awards shall be deemed fully vested. 



               


         (ii) Subject
to the limitations set forth below in this Section 10(a), the value of all outstanding
Stock Options, Stock Appreciation Rights, Restricted Stock, Outside Director Options and
Other Stock-Based Awards, in each case to the extent vested, shall, unless otherwise
determined by the Board or by the Committee in its sole discretion prior to any Change in
Control, be cashed out on the basis of the “Change in Control Price” as defined
in Section 10(d) as of the date such Change in Control or such Potential Change in Control
is determined to have occurred or such other date as the Board or Committee may determine
prior to the Change in Control. 


         (iii) The
Board or the Committee may impose additional conditions on the acceleration or valuation
of any award in the award agreement. 



         (b)       
          Definition of Change in Control. For purposes of Section
          10(a), a “Change in Control” means the happening of any of the
          following: 


         (i) any
person or entity, including a “group” as defined in Section 13(d)(3) of the
Exchange Act, other than the Company or a wholly-owned subsidiary thereof or any employee
benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of
the Company’s securities having 35% or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the election of directors of
the Company (other than as a result of an issuance of securities initiated by the Company
in the ordinary course of business or other than transactions which are approved by a
majority of the Board); or 


         (ii) as
the result of, or in connection with, any cash tender or exchange offer, merger or other
business combination, sales of assets or contested election, or any combination of the
foregoing transactions, less than a majority of the combined voting power of the then
outstanding securities of the Company or any successor corporation or entity entitled to
vote generally in the election of the directors of the Company or such other corporation
or entity after such transactions are held in the aggregate by the holders of the
Company’s securities entitled to vote generally in the election of directors of the
Company immediately prior to such transaction; or 


         (iii) during
any period of two consecutive years, individuals who at the beginning of any such period
constitute the Board cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the Company’s shareholders, of
each director of the Company first elected during such period was approved by a vote of at
least two-thirds of the directors of the Company then still in office who were directors
of the Company at the beginning of any such period. 



         (c)       
          Definition of Potential Change in Control. For purposes of
          Section 10(a), a “Potential Change in Control” means the happening of
          any one of the following: 


         (i) The
approval by shareholders of an agreement by the Company, the consummation of which would
result in a Change in Control of the Company as defined in Section 10(b); or 


         (ii)The
acquisition of beneficial ownership, directly or indirectly, by any entity, person or
group (other than the Company or a Subsidiary or any Company employee benefit plan
(including any trustee of such plan acting as such trustee)) of securities of the Company
representing 5% or more of the combined voting power of the Company’s outstanding
securities and the adoption by the Committee of a resolution to the effect that a
Potential Change in Control of the Company has occurred for purposes of this Plan. 



         (d)       
          Change in Control Price. For purposes of this Section 10,
          “Change in Control Price” means the highest price per share paid in
          any transaction reported on the New York Stock Exchange or such other exchange
          or market as is the principal trading market for the Common Stock, or paid or
          offered in any bona fide transaction related to a Potential or actual Change in
          Control of the Company at any time during the 60 day period immediately
          preceding the occurrence of the Change in Control (or, where applicable, the
          occurrence of the Potential Change in Control event), in each case as determined
          by the Committee except that, in the case of Incentive Stock Options and Stock
          Appreciation Rights relating to Incentive Stock Options, such price shall be
          based only on transactions reported for the date on which the optionee exercises
          such Stock Appreciation Rights or, where applicable, the date on which a cash
          out occurs under Section 10(a)(ii). 




SECTION 11. Amendments
and Termination. 



        The
Board may at any time amend, alter or discontinue the Plan; provided, however, that,
without the approval of the Company’s shareholders, no amendment or alteration may be
made which would (a) except as a result of the provisions of Section 3 (d) of the Plan,
increase the maximum number of shares that may be issued under the Plan or increase the
Section 162(m) Maximum, (b) change the provisions governing Incentive Stock Options except
as required or permitted under the provisions governing incentive stock options under the
Code, or (c) make any change for which applicable law or regulatory authority (including
the regulatory authority of the New York Stock Exchange or any other market or exchange on
which the Common Stock is traded) would require shareholder approval or for which
shareholder approval would be required to secure full deductibility of compensation
received under the Plan under Section 162(m) of the Code. No amendment, alteration, or
discontinuation shall be made which would impair the rights of an optionee or participant
under a Stock Option, Stock Appreciation Right, Restricted Stock, Other Stock-Based Award
or Outside Director Option theretofore granted, without the participant’s consent. 



        The
Committee may amend the terms of any Stock Option or other award theretofore granted,
prospectively or retroactively, but, subject to Section 3 above, no such amendment shall
impair the rights of any holder without the holder’s consent. The Committee may also
substitute new Stock Options for previously granted Stock Options (on a one for one or
another basis), provided, however, the Committee may not, without the approval of the
Company’s shareholders, modify any outstanding Stock Option so as to specify a lower
exercise price or accept the surrender of an outstanding Stock Option and authorize the
granting of a new Stock Option in substitution therefor specifying a lower exercise price.
Solely for purposes of computing the Section 162(m) Maximum, if any Stock Options or other
awards previously granted to a participant are canceled and new Stock Options or other
awards having a lower exercise price or other more favorable terms for the participant are
substituted in their place, both the initial Stock Options or other awards and the
replacement Stock Options or other awards will be deemed to be outstanding (although the
canceled Stock Options or other awards will not be exercisable or deemed outstanding for
any other purposes). 




SECTION 12. Unfunded
Status of Plan. 



        The
Plan is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a participant or optionee by
the Company, nothing contained herein shall give any such participant or optionee any
rights that are greater than those of a general creditor of the Company. In its sole
discretion, the Committee may authorize the creation of trusts or other arrangements to
meet the obligations created under the Plan to deliver Common Stock or payments in lieu of
or with respect to awards hereunder; provided, however, that, unless the Committee
otherwise determines with the consent of the affected participant, the existence of such
trusts or other arrangements is consistent with the “unfunded” status of the
Plan. 




SECTION 13. General
Provisions. 



         (a)       
          The Committee may require each person purchasing shares pursuant to a Stock
          Option or other award under the Plan to represent to and agree with the Company
          in writing that the optionee or participant is acquiring the shares without a
          view to distribution thereof. The certificates for such shares may include any
          legend which the Committee deems appropriate to reflect any restrictions on
          transfer. All certificates for shares of Common Stock or other securities
          delivered under the Plan shall be subject to such stock-transfer orders and
          other restrictions as the Committee may deem advisable under the rules,
          regulations, and other requirements of the Commission, any stock exchange upon
          which the Common Stock is then listed, and any applicable Federal or state
          securities law, and the Committee may cause a legend or legends to be put on any
          such certificates to make appropriate reference to such restrictions. 



         (b)       
          Nothing contained in this Plan shall prevent the Board from adopting other or
          additional compensation arrangements, subject to shareholder approval if such
          approval is required; and such arrangements may be either generally applicable
          or applicable only in specific cases. 



         (c)       
          The adoption of the Plan shall not confer upon any employee of the Company or
          any Subsidiary or Affiliate any right to continued employment with the Company
          or a Subsidiary or Affiliate, as the case may be, nor shall it interfere in any
          way with the right of the Company or a Subsidiary or Affiliate to terminate the
          employment of any of its employees at any time. 



         (d)       
          No later than the date as of which an amount first becomes includible in the
          gross income of the participant for Federal income tax purposes with respect to
          any award under the Plan, the participant shall pay to the Company, or make
          arrangements satisfactory to the Committee regarding the payment of, any
          Federal, state, or local taxes of any kind required by law to be withheld with
          respect to such amount. The Committee may require withholding obligations to be
          settled with Common Stock, including Common Stock that is part of the award that
          gives rise to the withholding requirement. The obligations of the Company under
          the Plan shall be conditional on such payment or arrangements and the Company
          and its Subsidiaries or Affiliates shall, to the extent permitted by law, have
          the right to deduct any such taxes from any payment of any kind otherwise due to
          the participant. 



         (e)       
          The actual or deemed reinvestment of dividends or dividend equivalents in
          additional Restricted Stock (or other types of Plan awards) at the time of any
          dividend payment shall only be permissible if sufficient shares of Common Stock
          are available under Section 3 for such reinvestment (taking into account then
          outstanding Stock Options and other Plan awards). 



         (f)       
          The Plan and all awards made and actions taken thereunder shall be governed by
          and construed in accordance with the laws of the State of Delaware. 



         (g)       
          The members of the Committee and the Board shall not be liable to any employee
          or other person with respect to any determination made hereunder in a manner
          that is not inconsistent with their legal obligations as members of the Board.
          In addition to such other rights of indemnification as they may have as
          directors or as members of the Committee, the members of the Committee shall be
          indemnified by the Company against the reasonable expenses, including
          attorneys’ fees actually and necessarily incurred in connection with the
          defense of any action, suit or proceeding, or in connection with any appeal
          therein, to which they or any of them may be a party by reason of any action
          taken or failure to act under or in connection with the Plan or any option
          granted thereunder, and against all amounts paid by them in settlement thereof
          (provided such settlement is approved by independent legal counsel selected by
          the Company) or paid by them in satisfaction of a judgment in any such action,
          suit or proceeding, except in relation to matters as to which it shall be
          adjudged in such action, suit or proceeding that such Committee member is liable
          for negligence or misconduct in the performance of his duties; provided that
          within 60 days after institution of any such action, suit or proceeding, the
          Committee member shall in writing offer the Company the opportunity, at its own
          expense, to handle and defend the same. 



         (h)       
          In addition to any other restrictions on transfer that may be applicable under
          the terms of this Plan or the applicable award agreement, no Stock Option, Stock
          Appreciation Right, Restricted Stock award, or Other Stock-Based Award or other
          right issued under this Plan is transferable by the participant without the
          prior written consent of the Committee, or, in the case of an Outside Director,
          the Board, other than (i) transfers by an optionee to a member of his or her
          Immediate Family or a trust for the benefit of the optionee or a member of his
          or her Immediate Family or (ii) transfers by will or by the laws of descent and
          distribution. The designation of a beneficiary will not constitute a transfer. 



         (i)       
          The Committee may, at or after grant, condition the receipt of any payment in
          respect of any award or the transfer of any shares subject to an award on the
          satisfaction of a six-month holding period, if such holding period is required
          for compliance with Section 16 under the Exchange Act. 




SECTION 14. Effective
Date of Plan. 



        The
Plan shall be effective upon approval by the Board of the Company and by a majority of the
votes cast by the holders of the Company’s Common Stock. 




SECTION 15. Term of Plan. 



        No
Stock Option, Stock Appreciation Right, Restricted Stock award, Other Stock-Based Award or
Outside Director Option award shall be granted pursuant to the Plan on or after the tenth
anniversary of the Effective Date of the Plan, but awards granted prior to such tenth
anniversary may be extended beyond that date.