<PAGE>   1
                                                                     EXHIBIT 4.6







                              AMENDED AND RESTATED

                             LCC INTERNATIONAL, INC.

                         1996 EMPLOYEE STOCK OPTION PLAN
                        --------------------------------










<PAGE>   2

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                                                   PAGE
                                                                                  ------
<S>     <C>                                                                     <C>


1.      PURPOSE.......................................................................1

2.      DEFINITIONS...................................................................1

3.      ADMINISTRATION................................................................3
        3.1.   Committee..............................................................3
        3.2.   No Liability...........................................................4

4.      STOCK.........................................................................4

5.      ELIGIBILITY...................................................................4

6.      EFFECTIVE DATE AND TERM.......................................................4
        6.1.   Effective Date.........................................................4
        6.2.   Term...................................................................5

7.      GRANT OF OPTIONS..............................................................5

8.      LIMITATION ON INCENTIVE STOCK OPTIONS.........................................5

9.      OPTION AGREEMENTS.............................................................5

10.     OPTION PRICE..................................................................6

11.     TERM AND EXERCISE OF OPTIONS..................................................6
        11.1.  Term...................................................................6
        11.2.  Exercise by Optionee...................................................6
        11.3.  Option Period and Limitations on Exercise..............................7
        11.4.  Method of Exercise.....................................................7

12.     TRANSFERABILITY OF OPTIONS....................................................8

13.     TERMINATION OF SERVICE RELATIONSHIP...........................................8

14.     RIGHTS IN THE EVENT OF DEATH OR DISABILITY....................................9
        14.1.  Death..................................................................9
        14.2.  Disability............................................................10

15.     USE OF PROCEEDS..............................................................10

16.     SECURITIES LAWS..............................................................10
</TABLE>

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<PAGE>   3


<TABLE>
<S>     <C>                                                                     <C>

17.     EXCHANGE ACT: RULE 16b-3.....................................................11

18.     AMENDMENT AND TERMINATION....................................................11

19.     EFFECT OF CHANGES IN CAPITALIZATION..........................................12
        19.1   Changes in Stock......................................................12
        19.2.  Reorganization With Corporation Surviving.............................12
        19.3.  Other Reorganizations; Sale of Assets or Stock........................13
        19.4.  Adjustments...........................................................13
        19.5.  No Limitations on Corporation.........................................14
        19.6.  Change In Control.....................................................14

20.     WITHHOLDING..................................................................14

21.     DISCLAIMER OF RIGHTS.........................................................15

22.     NONEXCLUSIVITY...............................................................15

23.     GOVERNING LAW................................................................15

</TABLE>

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                              AMENDED AND RESTATED
                             LCC INTERNATIONAL, INC.
                             1996 STOCK OPTION PLAN


        LCC INTERNATIONAL, INC., a Delaware corporation (the "Corporation"),
sets forth herein the terms of the Amended and Restated 1996 Employee Stock
Option Plan (the "Plan") as follows:


1.      PURPOSE

        The Plan is intended to advance the interests of the Corporation by
providing eligible individuals (as designated pursuant to Section 5 hereof) an
opportunity to acquire or increase a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries and will encourage
such eligible individuals to continue to service the Corporation. Each stock
option granted under the Plan is intended to be an Incentive Stock Option within
the meaning of Section 422 of the Code, except (a) to the extent that any such
Option would exceed the limitations set forth in Section 8 hereof and (b) for
Options specifically designated at the time of grant as not being Incentive
Stock Options.


2.      DEFINITIONS

        For purposes of interpreting the Plan and related documents (including
Option Agreements), the following definitions shall apply:

                2.1     "Affiliate" means LCC International, Inc. and any
company or other trade or business that is controlled by or under common control
with the Corporation, (determined in accordance with the principles of Section
414(b) and 414(c) of the Code and the regulations thereunder) or is an affiliate
of the Corporation within the meaning of Rule 405 of Regulation C under the 1933
Act.

                2.2     "Board" means the Board of Directors of the Corporation.

                2.3     "Cause" means, unless otherwise defined in an Option
Agreement, (i) gross negligence or willful misconduct in connection with the
performance of duties; (ii) conviction of a criminal offense (other than minor
traffic offenses); or (iii) material breach of any term of any employment,
consulting or other services, confidentiality, intellectual property or
non-competition agreements, if any, between Optionee and the Corporation or any
of its Subsidiaries or Affiliates.

                2.4     "Code" means the Internal Revenue Code of 1986, as now
in effect or as hereafter amended.



<PAGE>   5

                2.5     "Committee" means the Compensation and Stock Option
Committee of the Board which must consist of no fewer than two members of the
Board and shall be appointed by the Board.

                2.6     "Corporation" means LCC International, Inc.

                2.7     "Effective Date" means the date of adoption of the Plan
by the Board.

                2.8     "Employer" means LCC International, Inc. or other
Affiliate which employs the designated recipient of an Option.

                2.9     "Exchange Act" means the Securities Exchange Act of
1934, as now in effect or as hereafter amended.

                2.10    "Fair Market Value" means the value of each share of
Stock subject to the Plan determined as follows: if on the Grant Date or other
determination date the shares of Stock are listed on an established national or
regional stock exchange, are admitted to quotation on the National Association
of Securities Dealers Automated Quotation System, or are publicly traded on an
established securities market, the Fair Market Value of the shares of Stock
shall be the closing price of the shares of Stock on such exchange or in such
market (the highest such closing price if there is more than one such exchange
or market) on the trading day immediately preceding the Grant Date or such other
determination date (or if there is no such reported closing price, the Fair
Market Value shall be the mean between the highest bid and lowest asked prices
or between the high and low sale prices on such trading day) or, if no sale of
the shares of Stock is reported for such trading day, on the next preceding day
on which any sale shall have been reported. If the shares of Stock are not
listed on such an exchange, quoted on such System or traded on such a market,
Fair Market Value shall be determined by the Board in good faith.

                2.11    "Grant Date" means the later of (i) the date as of which
the Committee approves the grant and (ii) the date as of which the Optionee and
the Corporation or Affiliate enter the relationship resulting in the Optionee
being eligible for grants.

                2.12    "Incentive Stock Option" means an "incentive stock
option" within the meaning of section 422 of the Code.

                2.13    "Option" means an option to purchase one or more shares
of Stock pursuant to the Plan.

                2.14    "Option Agreement" means the written agreement
evidencing the grant of an Option hereunder.

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<PAGE>   6

                2.15    "Optionee" means a person who holds an Option under the
Plan.

                2.16    "Option Period" means the period during which Options
may be exercised as defined in Section 11.

                2.17    "Option Price" means the purchase price for each share
of Stock subject to an Option.

                2.18    "Plan" means the Amended and Restated LCC International,
Inc. 1996 Employee Stock Option Plan.

                2.19    "Publicly Traded" means the Stock is listed on an
established national or regional stock exchange or is admitted to quotation on
the National Association of Securities Dealers Automated Quotation System, or is
publicly traded in an established securities market.

                2.20    "1933 Act" means the Securities Act of 1933, as now in
effect or as hereafter amended.

                2.21    "Service Relationship" means the provision of bona fide
services to the Corporation, a Subsidiary or an Affiliate as an employee,
director, advisor or consultant.

                2.22    "Stock" mean the shares of Class A common stock, par
value $.01 per share, of the Corporation.

                2.23    "Subsidiary" means any "subsidiary corporation" of the
Corporation within the meaning of Section 425(f) of the Code.


3.      ADMINISTRATION


        3.1.    COMMITTEE

        The Plan shall be administered by the Committee appointed by the Board,
which shall have the full power and authority to take all actions and to make
all determinations required or provided for under the Plan or any Option granted
or Option Agreement entered into hereunder and all such other actions and
determinations not inconsistent with the specific terms and provisions of the
Plan deemed by the Committee to be necessary or appropriate to the
administration of the Plan or any Option granted or Option Agreement entered
into hereunder. The interpretation and construction by the Committee of any
provision of the Plan or of any Option granted or Option Agreement entered into
hereunder shall be final and conclusive. To the extent permitted by law, the
Committee may delegate its authority under the Plan to a single member committee
of the Board of Directors.

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<PAGE>   7


        3.2.    NO LIABILITY

        No member of the Board or of the Committee shall be liable for any
action or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan or any Option granted or
Option Agreement entered into hereunder.


4.      STOCK

        The stock that may be issued pursuant to Options granted under the Plan
shall be Stock, which shares may be treasury shares or authorized but unissued
shares. The number of shares of Stock that may be issued pursuant to Options
granted under the Plan shall not exceed in the aggregate 8,825,000 shares of
Stock, which number of shares is subject to adjustment as provided in Section 19
hereof. If any Option expires, terminates or is terminated for any reason prior
to exercise in full, the shares of Stock that were subject to the unexercised
portion of such Option shall be available for future Options granted under the
Plan.


5.      ELIGIBILITY

        Options may be granted under the Plan to (i) any officer or key employee
of the Corporation, any Subsidiary or any Affiliate (including any such officer
or key employee who is also a director of the Corporation, any Subsidiary or any
Affiliate) or (ii) any other individual whose participation in the Plan is
determined to be in the best interests of the Corporation by the Committee. An
individual may hold more than one Option, subject to such restrictions as are
provided herein.


6.      EFFECTIVE DATE AND TERM


        6.1.    EFFECTIVE DATE

        The Plan shall become effective as of the date of adoption by the Board,
subject to stockholders' approval of the Plan within one year of such effective
date by a majority of the votes cast at a duly held meeting of the stockholders
of the Corporation at which a quorum representing a majority of all outstanding
stock is present, either in person or by proxy, and voting on the matter, or by
written consent in accordance with applicable state law and the Certificate of
Incorporation and By-Laws of the Corporation and in a manner that satisfies the
requirements of Rule 16b-3(b) of the Exchange Act; provided, however, that upon
approval of the Plan by the stockholders of the Corporation, all Options granted
under the Plan on or after the effective date shall be fully effective as if the
stockholders of the Corporation had approved the Plan on the effective date. If
the stockholders fail to


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<PAGE>   8

approve the Plan within one year of such effective date, any Options granted
hereunder shall be null, void and of no effect.


        6.2.    TERM

        The Plan shall terminate on the date 10 years after the effective date.


7.      GRANT OF OPTIONS

               Subject to the terms and conditions of the Plan, the Committee
may, at any time and from time to time prior to the date of termination of the
Plan, grant to such eligible individuals as the Committee may determine Options
to purchase such number of shares of Stock on such terms and conditions as the
Committee may determine, including any terms or conditions which may be
necessary to qualify such Options as Incentive Stock Options. Without limiting
the foregoing, the Committee may at any time, with the consent of the Optionee,
amend the terms of outstanding Options or issue new Options in exchange for the
surrender and cancellation of outstanding Options. The date on which the
Committee approves the grant of an Option (or such later date as is specified by
the Committee) shall be considered the date on which such Option is granted. The
maximum number of shares of Stock subject to Options that can be awarded under
the Plan to any person is 1,000,000 shares, which number of shares is subject to
adjustment as provided in Section 19 hereof.


8.      LIMITATION ON INCENTIVE STOCK OPTIONS

        An Option (other than an Option described in Section 1 hereof) shall
constitute an Incentive Stock Option only to the extent that the aggregate fair
market value (determined at the time the Option is granted) of the Stock with
respect to which Incentive Stock Options are exercisable for the first time by
any Optionee during any calendar year (under the Plan and all other plans of the
Optionee's employer corporation and its parent and subsidiary corporations
within the meaning of Section 422(d) of the Code) does not exceed $100,000. This
limitation shall be applied by taking Options into account in the order in which
such Options were granted.


9.      OPTION AGREEMENTS

        All Options granted pursuant to the Plan shall be evidenced by written
agreements to be executed by the Corporation and the Optionee, in such form or
forms as the Committee shall from time to time determine. Option Agreements
covering Options granted from time to time or at the same time need not contain


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<PAGE>   9

similar provisions; provided, however, that all such Option Agreements shall
comply with all terms of the Plan.


10.     OPTION PRICE

        The purchase price of each share of Stock subject to an Option shall be
fixed by the Committee and stated in each Option Agreement. In the case of an
Option that is intended to constitute an Incentive Stock Option, the Option
Price shall be not less than the greater of par value or 100 percent of the fair
market value of a share of the Stock covered by the Option on the date the
Option is granted (as determined in good faith by the Committee); provided,
however, that in the event the Optionee would otherwise be ineligible to receive
an Incentive Stock Option by reason of the provisions of Sections 422(b)(6) and
424(d) of the Code (relating to stock ownership of more than 10 percent), the
Option Price of an Option which is intended to be an Incentive Stock Option
shall be not less than the greater of par value or 110 percent of the fair
market value of a share of the Stock covered by the Option at the time such
Option is granted. In the case of an Option not intended to constitute an
Incentive Stock Option, the Option Price shall be not less than the par value of
a share of the Stock covered by the Option on the date the Option is granted (as
determined in good faith by the Committee).


11.     TERM AND EXERCISE OF OPTIONS


        11.1.   TERM

        Each Option granted under the Plan shall terminate and all rights to
purchase shares thereunder shall cease upon the expiration of 10 years from the
date such Option is granted, or on such date prior thereto as may be fixed by
the Committee and stated in the Option Agreement relating to such Option;
provided, however, that in the event the Optionee would otherwise be ineligible
to receive an Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to stock ownership of more than 10
percent), an Option granted to such Optionee which is intended to be an
Incentive Stock Option shall in no event be exercisable after the expiration of
five years from the date it is granted.


        11.2.   EXERCISE BY OPTIONEE

        Only the Optionee receiving an Option (or, in the event of the
Optionee's legal incapacity or incompetency, the Optionee's guardian or legal
representative, and in the case of the Optionee's death, the Optionee's estate)
may exercise the Option.


                                      -6-
<PAGE>   10

        11.3.   OPTION PERIOD AND LIMITATIONS ON EXERCISE

        Each Option granted under the Plan shall be exercisable in whole or in
part at any time and from time to time over a period commencing on or after the
date of grant of the Option and ending upon the expiration or termination of the
Option, as the Committee shall determine and set forth in the Option Agreement
relating to such Option. Without limitation of the foregoing, the Committee,
subject to the terms and conditions of the Plan, may in its sole discretion
provide that an Option may not be exercised in whole or in part for any period
or periods of time during which such Option is outstanding as the Committee
shall determine and set forth in the Option Agreement relating to such Option.
Any such limitation on the exercise of an Option contained in any Option
Agreement may be rescinded, modified or waived by the Committee, in its sole
discretion, at any time and from time to time after the date of grant of such
Option. Notwithstanding any other provisions of the Plan, no Option shall be
exercisable in whole or in part prior to the date the Plan is approved by the
stockholders of the Corporation as provided in Section 6.1 hereof.


        11.4.   METHOD OF EXERCISE

        An Option that is exercisable hereunder may be exercised by delivery to
the Corporation on any business day, at its principal office addressed to the
attention of the Committee, of written notice of exercise, which notice shall
specify the number of shares for which the Option is being exercised, and shall
be accompanied by payment in full of the Option Price of the shares for which
the Option is being exercised. Payment of the Option Price for the shares of
Stock purchased pursuant to the exercise of an Option shall be made, as
determined by the Committee and set forth in the Option Agreement pertaining to
an Option, (a) in cash or by certified check payable to the order of the
Corporation; (b) through the tender to the Corporation of shares of Stock, which
shares shall be valued, for purposes of determining the extent to which the
Option Price has been paid thereby, at their Fair Market Value on the date of
exercise; or (c) by a combination of the methods described in Sections 11.4(a)
and 11.4(b) hereof; provided, however, that the Committee may in its discretion
impose and set forth in the Option Agreement pertaining to an Option such
limitations or prohibitions on the use of shares of Stock to exercise Options as
it deems appropriate. Payment in full of the Option Price need not accompany the
written notice of exercise provided the notice directs that the Stock
certificate or certificates for the shares for which the Option is exercised be
delivered to a licensed broker acceptable to the Corporation as the agent for
the individual exercising the Option and, at the time such Stock certificate or
certificates are delivered, the broker tenders to the Corporation cash (or cash
equivalents acceptable to the Corporation) equal to the Option Price plus the
amount (if any) of federal and/or other taxes which the Corporation may, in its
judgment, be required to withhold with respect to the exercise of the Option. An
attempt to exercise any Option granted hereunder other than as set forth above


                                      -7-
<PAGE>   11

shall be invalid and of no force and effect. Promptly after the exercise of an
Option and the payment in full of the Option Price of the shares of Stock
covered thereby, the individual exercising the Option shall be entitled to the
issuance of a Stock certificate or certificates evidencing such individual's
ownership of such shares. A separate Stock certificate or certificates shall be
issued for any shares purchased pursuant to the exercise of an Option which is
an Incentive Stock Option, which certificate or certificates shall not include
any shares which were purchased pursuant to the exercise of an Option which is
not an Incentive Stock Option. An individual holding or exercising an Option
shall have none of the rights of a stockholder until the shares of Stock covered
thereby are fully paid and issued to such individual and, except as provided in
Section 19 hereof, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date of such issuance.


12.     TRANSFERABILITY OF OPTIONS

        No Option shall be assignable or transferable by the Optionee to whom it
is granted, other than by will or the laws of descent and distribution.

13.     TERMINATION OF SERVICE RELATIONSHIP

        Upon the termination of the Service Relationship of an Optionee with the
Corporation, a Subsidiary or an Affiliate, other than by reason of the death or
"permanent and total disability" (within the meaning of Section 22(e) (3) of the
Code) of such Optionee or for Cause, any Option granted to an Optionee pursuant
to the Plan shall continue to be exercisable only to the extent that it was
exercisable immediately before such termination; provided, however, such Option
shall terminate thirty days after the date of such termination of Service
Relationship, unless earlier terminated pursuant to Section 11.1 hereof, and
such Optionee shall have no further right to purchase shares of Stock pursuant
to such Option; and provided further, that the Committee may provide, by
inclusion of appropriate language in any Option Agreement, that an Optionee may
(subject to the general limitations on exercise set forth in Section 11.3
hereof), in the event of termination of the Service Relationship of the Optionee
with the Corporation, a Subsidiary or an Affiliate, exercise an Option, in whole
or in part, at any time subsequent to such termination of Service Relationship
and prior to termination of the Option pursuant to Section 11.1 hereof, either
subject to or without regard to any installment limitation on exercise imposed
pursuant to Section 11.3 hereof, as the Committee, in its sole and absolute
discretion, shall determine and set forth in the Option Agreement. Upon the
termination of the Service Relationship of an Optionee with the Corporation, a
Subsidiary or an Affiliate for Cause, any Option granted to an Optionee pursuant
to the Plan shall terminate and such Optionee shall have no further right to
purchase shares of Stock pursuant to such Option; and provided however, that the
Committee may provide, by inclusion of appropriate language in


                                      -8-
<PAGE>   12

any Option Agreement, that an Optionee may (subject to the general limitations
on exercise set forth in Section 11.3 hereof), in the event of termination of
the Service Relationship of the Optionee with the Corporation, a Subsidiary or
an Affiliate for Cause, exercise an Option, in whole or in part, at any time
subsequent to such termination of Service Relationship and prior to termination
of the Option pursuant to Section 11.1 hereof, either subject to or without
regard to any installment limitation on exercise imposed pursuant to Section
11.3 hereof, as the Committee, in its sole and absolute discretion, shall
determine and set forth in the Option Agreement. Whether a leave of absence or
leave on military or government service shall constitute a termination of
Service Relationship for purposes of the Plan shall be determined by the
Committee, which determination shall be final and conclusive. For purposes of
the Plan, including without limitation this Section 12 and Section 14, unless
otherwise provided in an Option Agreement, a termination of Service Relationship
with the Corporation, a Subsidiary or an Affiliate shall not be deemed to occur
if the Optionee immediately thereafter has a Service Relationship with the
Corporation, any other Subsidiary or any other Affiliate.


14.     RIGHTS IN THE EVENT OF DEATH OR DISABILITY


        14.1.   DEATH

        If an Optionee dies while in a Service Relationship with the
Corporation, a Subsidiary or an Affiliate or within the period following the
termination of such Service Relationship during which the Option is exercisable
under Section 13 or 14.2 hereof, the executors, administrators, legatees or
distributees of such Optionee's estate shall have the right (subject to the
general limitations on exercise set forth in Section 11.3 hereof), at any time
within 180 days after the date of such Optionee's death and prior to termination
of the Option pursuant to Section 11.1 hereof, to exercise, in whole or in part,
any Option held by such Optionee at the date of such Optionee's death, to the
extent such Option was exercisable immediately prior to such Optionee's death;
provided, however, that the Committee may provide by inclusion of appropriate
language in any Option Agreement that, in the event of the death of an Optionee,
the executors, administrators, legatees or distributees of such Optionee's
estate may exercise an Option (subject to the general limitations on exercise
set forth in Section 11.3 hereof), in whole or in part, at any time subsequent
to such Optionee's death and prior to termination of the Option pursuant to
Section 11.1 hereof, either subject to or without regard to any installment
limitation on exercise imposed pursuant to Section 11.3 hereof, as the
Committee, in its sole and absolute discretion, shall determine and set forth in
the Option Agreement.


                                      -9-
<PAGE>   13

        14.2.   DISABILITY

        If an Optionee terminates a Service Relationship with the Corporation, a
Subsidiary or an Affiliate by reason of the "permanent and total disability"
(within the meaning of Section 22(e) (3) of the Code) of such Optionee, then
such Optionee shall have the right (subject to the general limitations on
exercise set forth in Section 11.3 hereof), at any time within 180 days after
such termination of Service Relationship and prior to termination of the Option
pursuant to Section 11.1 hereof, to exercise, in whole or in part, any Option
held by such Optionee at the date of such termination of Service Relationship,
to the extent such Option was exercisable immediately prior to such termination
of Service Relationship; provided, however, that the Committee may provide, by
inclusion of appropriate language in any Option Agreement, that an Optionee may
(subject to the general limitations on exercise set forth in Section 11.3
hereof), in the event of the termination of the Service Relationship of the
Optionee with the Corporation or a Subsidiary by reason of the "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, exercise an Option, in whole or in part, at any time subsequent to
such termination of Service Relationship and prior to termination of the Option
pursuant to Section 11.1 hereof, either subject to or without regard to any
installment limitation on exercise imposed pursuant to Section 11.3 hereof, as
the Committee, in its sole and absolute discretion, shall determine and set
forth in the Option Agreement. Whether a termination of a Service Relationship
is to be considered by reason of "permanent and total disability" for purposes
of the Plan shall be determined by the Committee, which determination shall be
final and conclusive.


15.     USE OF PROCEEDS

        The proceeds received by the Corporation from the sale of Stock pursuant
to Options granted under the Plan shall constitute general funds of the
Corporation.


16.     SECURITIES LAWS

        The Corporation shall not be required to sell or issue any shares of
Stock under any Option if the sale or issuance of such shares would constitute a
violation by the individual exercising the Option or by the Corporation of any
provisions of any law or regulation of any governmental authority, including,
without limitation, any federal or state securities laws or regulations. If at
any time the Corporation shall determine, in its discretion, that the listing,
registration or qualification of any shares subject to the Option upon any
securities exchange or under any state or federal law, or the consent of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the issuance or purchase of shares, the Option may not be
exercised in whole or in part unless such


                                      -10-
<PAGE>   14

listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Corporation,
and any delay caused thereby shall in no way affect the date of termination of
the Option. Specifically in connection with the Securities Act, upon exercise of
any Option, unless a registration statement under the Securities Act is in
effect with respect to the shares of Stock covered by such Option, the
Corporation shall not be required to sell or issue such shares unless the
Corporation has received evidence satisfactory to the Corporation that the
Optionee may acquire such shares pursuant to an exemption from registration
under the Securities Act. Any determination in this connection by the
Corporation shall be final and conclusive. The Corporation may, but shall in no
event be obligated to, register any securities covered hereby pursuant to the
Securities Act. The Corporation shall not be obligated to take any affirmative
action in order to cause the exercise of an Option or the issuance of shares
pursuant thereto to comply with any law or regulation of any governmental
authority. As to any jurisdiction that expressly imposes the requirement that an
Option shall not be exercisable unless and until the shares of Stock covered by
such Option are registered or are subject to an available exemption from
registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction apply) shall be deemed conditioned upon the effectiveness
of such registration or the availability of such an exemption.


17.     EXCHANGE ACT: RULE 16b-3

        During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, it is the intent of the Company
that Options granted pursuant to the Plan and the exercise of Options granted
hereunder will qualify for the exemption provided by Rule 16b-3 under the
Exchange Act. To the extent that any provision of the Plan or action by the
Board does not comply with the requirements of Rule 16b-3, it shall be deemed
inoperative to the extent permitted by law and deemed advisable by the Board,
and shall not affect the validity of the Plan. In the event that Rule 16b-3 is
revised or replaced, the Board may exercise its discretion to modify this Plan
in any respect necessary to satisfy the requirements of, or to take advantage of
any features of, the revised exemption or its replacement.


18.     AMENDMENT AND TERMINATION

        The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted; provided, however, that no amendment by the Board shall, without
approval by a majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a majority of all
outstanding stock is present, either in person or by proxy, and voting on the
amendment, or by written consent in accordance with applicable state law and the
Certificate of Incorporation


                                      -11-
<PAGE>   15

and By-Laws of the Corporation, materially change the requirements as to
eligibility to receive Options or increase the maximum number of shares of Stock
in the aggregate that may be sold pursuant to Options granted under the Plan
(except as permitted under Section 19 hereof). The Corporation also may retain
the right in an Option Agreement to cause a forfeiture of the shares or gain
realized by an Optionee on account of the Optionee taking actions in
"competition with the Corporation," as defined in the applicable Option
Agreement. Furthermore, the Corporation may, in the Option Agreement, retain the
right to annul the grant of an Option if the holder of such grant had a Service
Relationship with the Corporation, a Subsidiary, or an Affiliate and is
terminated "for cause," as defined in the applicable Option Agreement. Except as
permitted under Section 19 hereof, no amendment, suspension or termination of
the Plan shall, without the consent of the Optionee, alter or impair rights or
obligations under any Option theretofore granted under the Plan.


19.     EFFECT OF CHANGES IN CAPITALIZATION


        19.1    CHANGES IN STOCK

        If the number of outstanding shares of Stock is increased or decreased
or changed into or exchanged for a different number or kind of shares or other
securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Corporation, occurring after the effective date of the Plan, a proportionate and
appropriate adjustment shall be made by the Corporation in the number and kind
of shares for which Options are outstanding, so that the proportionate interest
of the Optionee immediately following such event shall, to the extent
practicable, be the same as immediately prior to such event. Any such adjustment
in outstanding Options shall not change the aggregate Option Price payable with
respect to shares subject to the unexercised portion of the Option outstanding
but shall include a corresponding proportionate adjustment in the Option Price
per share.


        19.2.   REORGANIZATION WITH CORPORATION SURVIVING

        Subject to Section 19.3 hereof, if the Corporation shall be the
surviving entity in any reorganization, merger or consolidation of the
Corporation with one or more other entities, any Option theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Option would have been
entitled immediately following such reorganization, merger or consolidation,
with a corresponding proportionate adjustment of the Option Price per share so
that the aggregate Option Price thereafter shall be the same as the aggregate
Option Price of the shares remaining


                                      -12-
<PAGE>   16

subject to the Option immediately prior to such reorganization, merger or
consolidation.


        19.3.   OTHER REORGANIZATIONS; SALE OF ASSETS OR STOCK

        Upon the dissolution or liquidation of the Corporation, or upon a
merger, consolidation or reorganization of the Corporation with one or more
other entities in which the Corporation is not the surviving entity, or upon a
sale of substantially all of the assets of the Corporation to another person or
entity, or upon any transaction (including, without limitation, a merger or
reorganization in which the Corporation is the surviving entity) approved by the
Board that results in any person or entity (other than persons who are holders
of stock of the Corporation at the time the Plan is approved by the Stockholders
and other than an Affiliate) owning 80 percent or more of the combined voting
power of all classes of stock of the Corporation, the Plan and all Options
outstanding hereunder shall terminate, except to the extent provision is made in
connection with such transaction for the assumption of the Options theretofore
granted, or for the substitution for such Options of new options covering the
stock or other equity interest of a successor entity, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and Options theretofore granted shall
continue in the manner and under the terms so provided. In the event of any such
termination of the Plan and the Options, each Optionee shall have the right
(subject to the general limitations on exercise set forth in Section 11.3 hereof
and except as otherwise specifically provided in the Option Agreement relating
to such Option), immediately prior to the occurrence of such termination and
during such period occurring prior to such termination as the Committee in its
sole discretion shall designate, to exercise such Option in whole or in part, to
the extent such Option was otherwise exercisable at the time such termination
occurs, but subject to any additional provisions that the Committee may, in its
sole discretion, include in any Option Agreement. The Committee shall send
written notice of an event that will result in such a termination to all
Optionees not later than the time at which the Corporation gives notice thereof
to its stockholders.


        19.4.   ADJUSTMENTS

        Adjustments under this Section 19 relating to stock or securities of the
Corporation shall be made by the Committee, whose determination in that respect
shall be final and conclusive. No fractional shares of Stock or units of other
securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.


                                      -13-
<PAGE>   17

        19.5.   NO LIMITATIONS ON CORPORATION

        The grant of an Option pursuant to the Plan shall not affect or limit in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.


        19.6.   CHANGE IN CONTROL

        Unless otherwise provided in the Option Agreement, to the extent it
remains outstanding and unexercised, each Option shall be deemed to have vested
in full immediately prior to the occurrence of a Change in Control. A "Change in
Control" shall mean the occurrence of any of the following events: (i) the
dissolution or liquidation of the Corporation, (ii) the sale of all or
substantially all of the assets of the Corporation to another person or entity,
(iii) a merger, consolidation or reorganization of the Corporation with one or
more other persons or entities where the Corporation is not the surviving
entity, or (iv) a merger, acquisition or other transaction in which the
Corporation is the surviving corporation that results in any person or entity
(other than persons who are holders of 5% or more of the stock of the
Corporation at the time the transaction is approved by the shareholders and
other than any Affiliate) acquiring beneficial ownership of 51% or more of the
combined voting power of all classes of stock of the Corporation, excluding any
change in voting control arising as a result of the conversion of Class "B"
common stock of the Corporation to Class "A" common stock of the Corporation or
any distribution by RF Investors, L.L.C. to any of its direct or indirect
owners, investors or their respective affiliates (within the meaning of Rule 405
of Regulation C under the 1933 Act). Any termination of an Option in connection
with a Change in Control, the period during which the Option may be exercised
prior to such termination, and the required notice to be provided by the
Corporation to the Optionee prior to such termination shall be determined
according to Section 19.3 above.


20.     WITHHOLDING

        The Corporation or a Subsidiary may be obligated to withhold federal and
local income taxes and Social Security taxes to the extent that an Optionee
realizes ordinary income in connection with the exercise of an Option. The
Corporation or a Subsidiary may withhold amounts needed to cover such taxes from
payments otherwise due and owing to an Optionee, and upon demand the Optionee
will promptly pay to the Corporation or a Subsidiary having such obligation any
additional amounts as may be necessary to satisfy such withholding tax
obligation. Such payment shall be made in cash or cash equivalents.


                                      -14-
<PAGE>   18

21.     DISCLAIMER OF RIGHTS

        No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Corporation, any Subsidiary
or any Affiliate, or to interfere in any way with the right and authority of the
Corporation, any Subsidiary or any Affiliate either to increase or decrease the
compensation of any individual at any time, or to terminate any employment or
other relationship between any individual and the Corporation, any Subsidiary or
any Affiliate. The obligation of the Corporation to pay any benefits pursuant to
the Plan shall be interpreted as a contractual obligation to pay only those
amounts described herein, in the manner and under the conditions prescribed
herein. The Plan shall in no way be interpreted to require the Corporation to
transfer any amounts to a third party trustee or otherwise hold any amounts in
trust or escrow for payment to any participant or beneficiary under the terms of
the Plan.


22.     NONEXCLUSIVITY

        Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan.


23.     GOVERNING LAW.

        This Plan and all Options to be granted hereunder shall be governed by
the laws of the State of Delaware (but not including the choice of law rules
thereof).


                                     * * *

        This Plan was amended and restated by the Board of Directors on February
1, 2000.

                                      -15-