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                                                                    Exhibit 10.1






                              TB WOOD'S CORPORATION

                  2006 STOCK-BASED INCENTIVE COMPENSATION PLAN










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                              TB WOOD'S CORPORATION

                  2006 STOCK-BASED INCENTIVE COMPENSATION PLAN


         Section 1. Purpose of the Plan. The purpose of the Plan is to assist
the Company, its Subsidiaries and Affiliates in attracting and retaining valued
Employees and Non-Employee Directors by offering them a greater stake in the
Company's success and a closer identity with it, and to encourage ownership of
the Company's stock by such Employees and Non-Employee Directors.

         Section 2. Definitions. As used herein, the following definitions shall
apply:

                  2.1. "Affiliate" means any entity other than the Subsidiaries
in which the Company has a substantial direct or indirect equity interest, as
determined by the Board.

                  2.2. "Award" means an award of Deferred Stock, Restricted
Stock, Options or SARs under the Plan.

                  2.3. "Award Agreement" means the written agreement, instrument
or document evidencing an Award.

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

                  2.5. "Change of Control" means and includes each of the
following: (i) the acquisition, in one or more transactions, of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) by any
person or entity or any group of persons or entities who constitute a group
(within the meaning of Section 13(d)(3) of the Exchange Act), other than (x) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a Subsidiary, (y) a person who acquires such securities directly
from the Company in a privately-negotiated transaction, or (z) a person who as
of the effective date of the Plan owns more than 40% of the Company's
outstanding voting securities (a "Substantial Shareholder"), of any securities
of the Company such that, as a result of such acquisition, such person, entity
or group either (A) beneficially owns (within the meaning of Rule l3d-3 under
the Exchange Act), directly or indirectly, more than 35% of the Company's
outstanding voting securities entitled to vote on a regular basis for a majority
of the members of the Board or (B) otherwise has the ability to elect, directly
or indirectly, a majority of the members of the Board; (ii) a change in the
composition of the Board such that a majority of the members of the Board are
not Continuing Directors; (iii) the stockholders of the Company approve a merger
or consolidation of the Company with any other Company, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the total voting power represented by the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or (iv) the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one or more transactions) all
or substantially all of the Company's assets. Notwithstanding the foregoing, a
Change in Control shall be deemed to occur if a Substantial Shareholder either
acting alone or as part of a group (within the meaning of Section 13(d)(3) of
the Exchange Act) acquires, in one or more transactions, more than 65% of the
Company's outstanding voting securities.

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However, in no event will any of the preceding events be deemed to be a Change
of Control if, prior to any transaction or transactions causing such change, a
majority of the Continuing Directors shall have voted not to treat such
transaction or transactions as resulting in a Change of Control.

                  2.6. "Code" means the Internal Revenue Code of 1986, as
amended. A reference to any provision of the Code shall include reference to any
successor provision of the Code.

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

                  2.8. "Company" means TB Wood's Corporation, a Delaware
corporation, or any successor corporation.

                  2.9. "Committee" means the committee designated by the Board
to administer the Plan under Section 4. The Committee shall have at least two
members, each of whom shall be a member of the Board, a Non-Employee Director
and an Outside Director.

                  2.10. "Continuing Director" means, as of any date of
determination, any member of the Board who (i) was a member of such Board on the
date which is twenty-four months prior to the date of determination or (ii) was
nominated for election or elected to such Board with the affirmative vote of a
majority of the Continuing Directors who were members of such Board at the time
of such nomination or election.

                  2.11. "Deferred Stock" means an Award made under Section 6.1
of the Plan to receive Common Stock at the end of a specified Deferral Period.

                  2.12. "Deferral Period" means the period during which the
receipt of a Deferred Stock Award under Section 6.1 of the Plan will be
deferred.

                  2.13. "Employee" means an officer or other key employee of the
Company, a Subsidiary or an Affiliate including a director who is such an
employee.

                  2.14. "Exchange Act" means the Securities Exchange Act of
1934, as amended. A reference to any provision of the Exchange Act or rule
promulgated under the Exchange Act shall include reference to any successor
provision or rule.

                  2.15. "Fair Market Value" means on any given date, the value
per share of the Common Stock as determined by the Committee if the Common Stock
is not traded in a public market, and, if the Common Stock is traded in a public
market, shall be, if the Common Stock is listed on a national securities
exchange or included in the NASDAQ Stock Market National Market System, the last
reported sale price thereof on such date, or, if the Common Stock is not so
listed or included, the mean between the last reported "bid" and "asked" prices
thereof on such date, as reported on NASDAQ or, if not so reported, as reported
by the National Daily Quotation Bureau, Inc. or as reported in the customary
financial reporting service, as applicable and as the Committee determines.

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                  2.16. "Incentive Stock Option" means an Option or portion
thereof intended to meet the requirements of an incentive stock option as
defined in Section 422 of the Code and designated as an Incentive Stock Option.

                  2.17. "Non-Employee Director" means a member of the Board who
is not an Employee.

                  2.18. "Non-Qualified Option" means an Option or portion
thereof not intended to be an Incentive Stock Option, and designated as a
Non-Qualified Option.

                  2.19. "Option" means a right granted under the Plan to
purchase a specified number of shares of Common Stock at a specified price. An
Option may be an Incentive Option or a Non-Qualified Option.

                  2.20. "Outside Director" means a member of the Board defined
as such under Section 162(m) of the Code and the regulations thereunder, or any
successor thereto.

                  2.21. "Participant" means any individual who receives an
Award.

                  2.22. "Performance Cycle" means the period selected by the
Committee during which the performance of the Company, any Subsidiary, any
Affiliate or any department thereof, or any individual is measured for the
purpose of determining the extent to which a Performance Goal has been achieved.

                  2.23. "Performance Goal" means a goal, expressed in terms such
as profits or revenue targets on an absolute or per share basis (including, but
not limited to, EBIT, EBITDA, operating income, EPS), market share targets,
profitability targets as measured through return ratios, stockholder returns,
qualitative milestones, clinical or product development milestones or
capital-raising targets or any other financial or other measurement deemed
appropriate by the Committee, as it relates to the results of operations or
other measurable progress of either the Company as a whole or any Subsidiary,
Affiliate, division, or department.

                  2.24. "Plan" means the TB Wood's Corporation 2006 Stock-Based
Incentive Compensation Plan herein set forth, as amended from time to time.

                  2.25. "Prior Plan" means the TB Wood's Corporation 1996
Stock-Based Incentive Compensation Plan.

                  2.26. "Restricted Stock" means Common Stock awarded by the
Committee under Section 6.2 of the Plan.

                  2.27. "Restriction Period" means the period during which
Restricted Stock awarded under Section 6.2 of the Plan is subject to forfeiture.

                  2.28. "SAR" means a stock appreciation right awarded by the
Committee under Section 6.4 of the Plan.

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                  2.29. "Subsidiary" means any corporation, partnership, joint
venture or other business entity of which 50% or more of the outstanding voting
power is beneficially owned, directly or indirectly, by the Company.

                  2.30. "Ten Percent Shareholder" means a person who on any
given date owns, either directly or indirectly (taking into account the
attribution rules contained in Section 424(d) of the Code), stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or a Subsidiary.

         Section 3. Eligibility. Any Employee or Non-Employee Director shall be
eligible to receive an Award; provided, however, that only persons who are key
employees of the Company or any subsidiary corporation (within the meaning of
Section 424(f) of the Code) may be granted Options which are intended to qualify
as Incentive Stock Options.

         Section 4. Administration and Implementation of Plan.

                  4.1. The Plan shall be administered by the Committee;
provided, however, that the Board shall administer and otherwise exercise all
powers of the Committee under the Plan with respect to Awards granted to
Non-Employee Directors. Any action of the Committee in administering the Plan
shall be final, conclusive and binding on all persons, including the Company,
its Subsidiaries, Affiliates, their employees, Participants, persons claiming
rights from or through Participants and stockholders of the Company.

                  4.2. Subject to the provisions of the Plan, the Committee
shall have full and final authority in its discretion (a) to select the
Employees and Non-Employee Directors who will receive Awards pursuant to the
Plan, (b) to determine the type or types of Awards to be granted to each
Participant, (c) to determine the number of shares of Common Stock to which an
Award will relate, the terms and conditions of any Award granted under the Plan
(including, but not limited to, restrictions as to vesting, transferability or
forfeiture, exercisability or settlement of an Award and waivers or
accelerations thereof, and waivers of or modifications to performance conditions
relating to an Award, based in each case on such considerations as the Committee
shall determine) and all other matters to be determined in connection with an
Award; (d) to determine whether, to what extent, and under what circumstances an
Award may be canceled, forfeited, or surrendered; (e) to determine whether, and
to certify that, Performance Goals to which the settlement of an Award is
subject are satisfied; (f) to correct any defect or supply any omission or
reconcile any inconsistency in the Plan, and to adopt, amend and rescind such
rules and regulations as, in its opinion, may be advisable in the administration
of the Plan; and (g) to make all other determinations as it may deem necessary
or advisable for the administration of the Plan.

         Section 5. Shares of Common Stock Subject to the Plan.

                  5.1. Subject to adjustment as provided in Section 9, the total
number of shares of Common Stock available for Awards under the Plan shall be
325,000 shares, increased for shares of Common Stock that were reserved under
the Prior Plan but not subject to grant or as to which any outstanding grant
under the Prior Plan that are subsequently forfeited, canceled or expire
unexercised. Common Stock awarded under the Plan may be reserved or made
available from the Company's authorized and unissued Common Stock or from Common
Stock reacquired and held in the Company's treasury.

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                  5.2. Subject to adjustment as provided in Section 9, the
maximum number of shares that may be awarded to any Employee as an Award under
the Plan during any calendar year shall not exceed 70,000 shares. Subject to
adjustment as provided in Section 9, the maximum number of shares of Common
Stock available to be issued under the Plan as Restricted Stock shall be 100,000
shares.

                  5.3. If any shares subject to an Award are forfeited or such
Award otherwise terminates or is settled for any reason whatsoever without an
actual distribution of shares to the Participant, any shares counted against the
number of shares available for issuance pursuant to the Plan with respect to
such Award shall, to the extent of any such forfeiture, settlement, or
termination, again be available for Awards under the Plan; provided, however,
that the Committee may adopt procedures for the counting of shares relating to
any Award to ensure appropriate counting, avoid double counting, and provide for
adjustments in any case in which the number of shares actually distributed
differs from the number of shares previously counted in connection with such
Award. If a Participant tenders shares (either actually, by attestation or
otherwise) to pay all or any part of the exercise price on any Option or if any
shares payable with respect to any Award are retained by the Company in
satisfaction of the Participant's obligation for taxes, the number of shares
tendered or retained shall again be available for Awards under the Plan. Shares
issued under the Plan through the settlement, assumption or substitution of
outstanding awards to grant future awards as a commitment of the Company, any
Subsidiary or Affiliate in connection with the acquisition of another entity
shall not reduce the maximum number of shares available for delivery under the
Plan.

         Section 6. Awards. Awards may be granted on the terms and conditions
set forth in this Section 6. In addition, the Committee may impose on any Award
or the exercise thereof, at the date of grant or thereafter, such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine, including terms requiring forfeiture of Awards in the
event of the termination of employment or other relationship with the Company or
any Subsidiary or Affiliate by the Participant; provided, however, that the
Committee shall retain full power to accelerate or waive any such additional
term or condition as it may have previously imposed. All Awards shall be
evidenced by an Award Agreement. The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be
subject to such Performance Goals as may be specified by the Committee.

                  6.1. Deferred Stock. An Award of Deferred Stock is an
agreement by the Company to deliver to the Participant a specified number of
shares of Common Stock at the end of a specified Deferral Period. Such an Award
shall be subject to the following terms and conditions.

                           (a) Upon determination of the number of shares of
Deferred Stock to be awarded to a Participant, the Committee shall direct that
the same be credited to the Participant's account on the books of the Company
but that issuance and delivery of the same shall be deferred until the date or
dates provided in the Award Agreement granting the Award. Prior to issuance and
delivery of the Deferred Stock, the Participant shall have no rights as a
stockholder with respect to any shares of Deferred Stock credited to the
Participant's account.

                           (b) Amounts equal to any dividends declared during
the Deferral Period with respect to the number of shares covered by a Deferred
Stock Award will be paid to the Participant currently, or deferred and deemed to
be reinvested in additional Deferred Stock, or otherwise reinvested on such
terms as are determined at the time of the Award by the Committee, in its sole
discretion, and specified in the Award Agreement.

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                           (c) The Committee may condition the grant of an Award
of Deferred Stock or the expiration of the Deferral Period upon the
Participant's achievement of one or more Performance Goal(s) specified in the
Award Agreement. If the Participant fails to achieve the specified Performance
Stock Goal(s), the Committee shall not grant the Deferred Stock Award to the
Participant, or the Participant shall forfeit the Award and no Common Stock
shall be transferred to him pursuant to the Deferred Stock Award.

                           (d) The Deferral Period may consist of one or more
installments. At the end of the Deferral Period or any installment thereof the
shares of Deferred Stock applicable to such installment credited to the account
of a Participant shall be issued and delivered to the Participant (or, where
appropriate, the Participant's legal representative) in accordance with the
terms of the Award Agreement.

                  6.2. Restricted Stock. An Award of Restricted Stock is a grant
by the Company of a specified number of shares of Common Stock to the
Participant, which shares are subject to forfeiture upon the happening of
specified events. Such an Award shall be subject to the following terms and
conditions:

                           (a) Upon determination of the number of shares of
Restricted Stock to be granted to the Participant, the Committee shall direct
that a certificate or certificates representing the number of shares of Common
Stock be issued to the Participant with the Participant designated as the
registered owner. The certificate(s) representing such shares shall be legended
as to sale, transfer, assignment, pledge or other encumbrances during the
Restriction Period and deposited by the Participant, together with a stock power
endorsed in blank, with the Company, to be held in escrow during the Restriction
Period.

                           (b) During the Restriction Period the Participant
shall have the right to receive dividends from and to vote the shares of
Restricted Stock.

                           (c) The Award Agreement shall specify the duration of
the Restriction Period and the performance, employment or other conditions under
which the Restricted Stock may be forfeited to the Company. At the end of the
Restriction Period the restrictions imposed hereunder shall lapse with respect
to the number of shares of Restricted Stock as determined by the Committee, and
the legend shall be removed and such number of shares delivered to the
Participant (or, where appropriate, the Participant's legal representative).

                           (d) In the sole discretion of the Committee, an Award
Agreement regarding Restricted Stock may provide for a tax reimbursement cash
payment to be made by the Company to any Participant in connection with the tax
consequences resulting from an Award of Restricted Stock, the lapse of
restrictions on any Restricted Stock or the payment by a Participant of any
taxes related thereto, subject to such conditions as the Committee may specify.

                  6.3. Options. Options give a Participant the right to purchase
a specified number of shares of Common Stock from the Company for a specified
time period at a fixed (or other determinable) price. Options may be either
Incentive Stock Options or Non-Qualified Stock Options. The grant of Options
shall be subject to the following terms and conditions:

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                           (a) Option Price: The price per share at which Common
Stock may be purchased upon exercise of an Option shall be determined by the
Committee, but shall be not less than the Fair Market Value of a share of Common
Stock on the date of grant.

                           (b) Term of Options: The Award Agreements shall
specify when an Option may be exercisable and the terms and conditions
applicable thereto. The term of an Option shall in no event be greater than ten
years (five years in the case of an Incentive Stock Option granted to a Ten
Percent Shareholder) and no Option may be exercisable sooner than six months
from date of grant.

                           (c) Incentive Stock Options: Each provision of the
Plan and each Award Agreement relating to an Incentive Stock Option shall be
construed so that each Incentive Stock Option shall be an incentive stock option
as defined in Section 422 of the Code, and any provisions of the Award Agreement
thereof that cannot be so construed shall be disregarded. In no event may a
Participant be granted an Incentive Stock Option which does not comply with the
grant and vesting limitations prescribed by Section 422 (d) of the Code.
Incentive Stock Options may not be granted to employees of Affiliates or
Non-Employee Directors.

                           (d) Payment of Option Price: The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part, whether the exercise price for an Option shall be paid in cash, by the
surrender at Fair Market Value of Common Stock, by any combination of cash and
shares of Common Stock, or with other property (including notes or other
contractual obligations of Participants to make payment on a deferred basis),
the means or methods of payment, including by "attestation" and through
"cashless exercise" arrangements, to the extent permitted by applicable law, and
the methods by which, or the time or times at which, Common Stock will be
delivered or deemed to be delivered to Participants upon the exercise of such
Option.

                  6.4. Stock Appreciation Rights. A SAR shall confer on the
Participant a right to receive, upon exercise thereof, the excess of (A) the
Fair Market Value of one share of Common Stock on the date of exercise over (B)
the grant price of the SAR as determined by the Committee, but which may never
be less than the Fair Market Value of a share of Common Stock on the date of
grant. The grant of SARs shall be subject to the following terms and conditions:

                           (a) The Committee shall determine the time or times
at which a SAR may be exercised in whole or in part, the method of exercise,
method of settlement, form of consideration payable in settlement, method by
which Common Stock will be delivered or deemed to be delivered to Participants,
whether or not a SAR shall be in tandem with any other Award, and any other
terms and conditions of any SAR.

                           (b) The term of a SAR shall in no event be greater
than ten years.

                  6.5. Additional Provisions Applicable to Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for, any
other Award granted under the Plan or any award granted under any other plan of
the Company or any Subsidiary, Affiliate or any business entity acquired by the
Company, any Subsidiary or Affiliate, or any other right of a Participant to
receive payment from the Company, any Subsidiary or Affiliate.

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         Section 7. Exchange and Buy Out Provisions. The Committee may at any
time exchange or buy out any previously granted Award or may provide in any
Award Agreement terms and conditions under which a Participant must sell, or
offer to sell, to the Company any unexercised Award, whether or not vested, or
any Common Stock acquired pursuant to such Award for a payment in cash, Common
Stock or other property based on such terms and conditions as the Committee
shall determine and communicate to a Participant at the time that such offer is
made or as may be set forth in the Award Agreement.

         Section 8. Change of Control. In the event of a Change of Control, all
Awards granted under the Plan (including Performance-Based Awards) that are
still outstanding and not yet vested or exercisable or which are subject to
restrictions shall vest on the Change of Control.

         Section 9. Adjustments upon Changes in Capitalization.

                  9.1. In the event that the Committee shall determine that any
stock dividend, recapitalization, forward split or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase or
share exchange, extraordinary or unusual cash distribution or other similar
corporate transaction or event, affects the Common Stock such that an adjustment
is appropriate in order to prevent dilution or enlargement of the rights of
Participants under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number and kind of shares of Common
Stock which may thereafter be issued in connection with Awards, (ii) the number
and kind of shares of Common Stock issuable in respect of outstanding Awards,
(iii) the aggregate number and kind of shares of Common Stock available under
the Plan, and (iv) the exercise or grant price relating to any Award or, if
deemed appropriate, make provision for a cash payment with respect to any
outstanding Award; provided, however, in each case, that no adjustment shall be
made that would cause the Plan to violate Section 422(b)(1) of the Code with
respect to Incentive Stock Options or that would adversely affect the status of
any Award that is "performance-based compensation" under Section 162(m) of the
Code.

                  9.2. In addition, the Committee is authorized to make
adjustments in the terms and conditions of, and the criteria included in,
Awards, including any Performance Goals, in recognition of unusual or
nonrecurring events (including, without limitation, events described in Section
13.1) affecting the Company, any Subsidiary or Affiliate, or in response to
changes in applicable laws, regulations, or accounting principles.
Notwithstanding the foregoing, no adjustment shall be made in any outstanding
Awards to the extent that such adjustment would adversely affect the status of
the Award as "performance-based compensation" under Section 162(m) of the Code.

         Section 10. Termination and Amendment.

                  10.1. Changes to the Plan and Awards. The Board may amend,
alter, suspend, discontinue, or terminate the Plan without the consent of the
Company's stockholders or Participants, except that any such amendment,
alteration, suspension, discontinuation, or termination shall be subject to the
approval of the Company's stockholders if (i) such action would increase the
number of shares subject to the Plan, (ii) decrease the price at which Awards
may be granted, or (iii) such stockholder approval is required by any federal or
state law or regulation or the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or quoted, and the
Board may otherwise, in its discretion, determine to submit other such changes
to the Plan to the stockholders for approval; provided, however, that without
the consent of an affected Participant, no amendment, alteration, suspension,


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discontinuation, or termination of the Plan may materially and adversely affect
the rights of such Participant under any Award theretofore granted and any Award
Agreement relating thereto. The Committee may waive any conditions or rights
under, or amend, alter, suspend, discontinue, or terminate, any Award
theretofore granted and any Award Agreement relating thereto; provided, however,
that without the consent of an affected Participant, no such amendment,
alteration, suspension, discontinuation, or termination of any Award may
materially and adversely affect the rights of such Participant under such Award.

                  10.2. The foregoing notwithstanding, any Performance Goal or
other performance condition specified in connection with an Award shall not be
deemed a fixed contractual term, but shall remain subject to adjustment by the
Committee, in its discretion at any time in view of the Committee's assessment
of the Company's strategy, performance of comparable companies, and other
circumstances, except to the extent that any such adjustment to a performance
condition would adversely affect the status of an Award as "performance-based
compensation" under Section 162(m) of the Code.

         Section 11. No Right to Award, Employment or Service. Neither the Plan
nor any action taken hereunder shall be construed as giving any Employee any
right to be retained in the employ of the Company, any Subsidiary or Affiliate.
For purposes of this Plan, transfer of employment between the Company and its
Subsidiaries and Affiliates shall not be deemed a termination of employment.
Nothing contained herein or in any individual Award Agreement shall be construed
to confer on any Non-Employee Director any right to continue as a director of
the Company or reduce any right of the Company, the Board or the stockholders of
the Company to remove such Non-Employee Director as a director of the Company,
with or without cause.

         Section 12. Taxes. The Company or any Subsidiary is authorized to
withhold from any payment relating to an Award under the Plan, including from a
distribution of Common Stock or any payroll or other payment to a Participant
amounts of withholding and other taxes due in connection with any transaction
involving an Award, and to take such other action as the Committee may deem
advisable to enable the Company and Participants to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Common Stock or
other property and to make cash payments in respect thereof in satisfaction of a
Participant's tax obligations. Withholding of taxes in the form of shares of
Common Stock from the profit attributable to the exercise of any Option shall
not occur at a rate that exceeds the minimum required statutory federal and
state withholding rates.

         Section 13. Limits on Transferability; Beneficiaries. No Award or other
right or interest of a Participant under the Plan shall be pledged, encumbered,
or hypothecated to, or in favor of, or subject to any lien, obligation, or
liability of such Participant to, any party, other than the Company, any
Subsidiary or Affiliate, or assigned or transferred by such Participant
otherwise than by will or the laws of descent and distribution, and such Awards
and rights shall be exercisable during the lifetime of the Participant only by
the Participant or his or her guardian or legal representative. Notwithstanding
the foregoing, the Committee may, in its discretion, provide that Awards or
other rights or interests of a Participant granted pursuant to the Plan (other
than an Incentive Stock Option) be transferable, without consideration, to
immediate family members (i.e., children, grandchildren or spouse), to trusts
for the benefit of such immediate family members and to partnerships in which
such family members are the only partners. The Committee may attach to such
transferability feature such terms and conditions as it deems advisable. In
addition, a Participant may, in the manner established by the Committee,
designate a beneficiary (which may be a person or a trust) to exercise the
rights of the Participant, and to receive any distribution, with respect to any
Award upon the death of the Participant. A beneficiary, guardian, legal
representative or other person claiming any rights under the Plan from or
through any Participant shall be subject to all terms and conditions of the Plan
and any Award Agreement applicable to such Participant, except as otherwise
determined by the Committee, and to any additional restrictions deemed necessary
or appropriate by the Committee.

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         Section 14. No Rights to Awards; No Stockholder Rights. No Participant
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Participants. No Award shall confer on
any Participant any of the rights of a stockholder of the Company unless and
until Common Stock is duly issued or transferred to the Participant in
accordance with the terms of the Award.

         Section 15. Foreign Nationals. Without amending the Plan, Awards may be
granted to Employees who are foreign nationals or employed outside the United
States or both, on such terms and conditions different from those specified in
the Plan as may, in the judgment of the Committee, be necessary or desirable to
further the purpose of the Plan.

         Section 16. Securities Law Requirements.

                  (a) No Award granted hereunder shall be exercisable if the
Company shall at any time determine that (a) the listing upon any securities
exchange, registration or qualification under any state or federal law of any
Common Stock otherwise deliverable upon such exercise, or (b) the consent or
approval of any regulatory body or the satisfaction of withholding tax or other
withholding liabilities, is necessary or appropriate in connection with such
exercise. In any of the events referred to in clause (a) or clause (b) above,
the exercisability of such Awards shall be suspended and shall not be effective
unless and until such withholding, listing, registration, qualifications or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company in its sole discretion, notwithstanding any
termination of any Award or any portion of any Award during the period when
exercisability has been suspended.

                  (b) The Committee may require, as a condition to the right to
exercise any Award that the Company receive from the Participant, at the time
any such Award is exercised, vests or any applicable restrictions lapse,
representations, warranties and agreements to the effect that the shares are
being purchased or acquired by the Participant for investment only and without
any present intention to sell or otherwise distribute such shares and that the
Participant will not dispose of such shares in transactions which, in the
opinion of counsel to the Company, would violate the registration provisions of
the Securities Act of 1933, as then amended, and the rules and regulations
thereunder. The certificates issued to evidence such shares shall bear
appropriate legends summarizing such restrictions on the disposition thereof.

         Section 17. Termination. Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the 10-year anniversary of the effective
date, and no Awards under the Plan shall thereafter be granted.

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         Section 18. Fractional Shares. The Company will not be required to
issue any fractional common shares pursuant to the Plan. The Committee may
provide for the elimination of fractions and for the settlement of fractions in
cash.

         Section 19. Discretion. In exercising, or declining to exercise, any
grant of authority or discretion hereunder, the Committee may consider or ignore
such factors or circumstances and may accord such weight to such factors and
circumstances as the Committee alone and in its sole judgment deems appropriate
and without regard to the effect such exercise, or declining to exercise such
grant of authority or discretion, would have upon the affected Participant, any
other Participant, any employee, the Company, any Subsidiary, any Affiliate, any
stockholder or any other person.

         Section 20. Governing Law. The validity and construction of the Plan
and any Award Agreements entered into thereunder shall be construed and enforced
in accordance with the laws of the State of Delaware, but without giving effect
to the choice of law principles thereof.

         Section 21. Adoption of the Plan and Effective Date. The Plan shall be
adopted by the Board and shall be effective as of such date.



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