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                                                                   Exhibit 10.01

                              CARDINAL HEALTH, INC.
                          2005 LONG-TERM INCENTIVE PLAN

      1. PURPOSE OF THE PLAN.

      The purpose of this Plan is to encourage ownership in the Company by key
personnel whose long-term employment is considered essential to the Company's
continued progress and, thereby, encourage such personnel to act in the
shareholders' interest and share in the Company's success. The Plan also is
intended to assist the Company in the recruitment of new employees.

      2. DEFINITIONS.

      As used herein, the following definitions shall apply:

            (a) "ADMINISTRATOR" means the Board, any Committee or such delegates
      as shall be administering the Plan in accordance with Section 4 of the
      Plan.

            (b) "AFFILIATE" means any Subsidiary or other entity that is
      directly or indirectly controlled by the Company or any entity in which
      the Company has a significant ownership interest as determined by the
      Administrator.

            (c) "APPLICABLE LAW" means the requirements relating to the
      administration of stock option plans under U.S. federal and state laws,
      any stock exchange or quotation system on which the Company has listed or
      submitted for quotation the Common Shares to the extent provided under the
      terms of the Company's agreement with such exchange or quotation system
      and, with respect to Awards subject to the laws of any foreign
      jurisdiction where Awards are, or will be, granted under the Plan, the
      laws of such jurisdiction.

            (d) "AWARD" means a Cash Award, Stock Award, Option, Stock
      Appreciation Right or Other Stock-Based Award granted in accordance with
      the terms of the Plan.

            (e) "AWARDEE" means an Employee who has been granted an Award under
      the Plan.

            (f) "AWARD AGREEMENT" means a Cash Award Agreement, Stock Award
      Agreement, Option Agreement, Stock Appreciation Right Agreement and/or
      Other Stock-Based Award Agreement, which may be in written or electronic
      format, in such form and with such terms as may be specified by the
      Administrator, evidencing the terms and conditions of an individual Award.
      Each Award Agreement is subject to the terms and conditions of the Plan.

            (g) "BOARD" means the Board of Directors of the Company.

            (h) "CASH AWARD" means a bonus opportunity awarded under Section 13
      of the Plan pursuant to which a Participant may become entitled to receive
      an amount based on the satisfaction of such performance criteria as are
      specified in the agreement or, if no agreement is entered into with
      respect to the Cash Award, other documents evidencing the Award (the "Cash
      Award Agreement").

            (i) "CHANGE OF CONTROL" means any of the following:

                  i. the acquisition by any individual, entity or group (within
            the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
            "Person") of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of twenty-five percent (25%) or
            more of either (x) the then outstanding Common Shares of the Company
            (the "Outstanding Company Common Shares"), or (y) the combined
            voting power of the then outstanding voting securities of the
            Company entitled to vote generally in the election of Directors (the
            "Outstanding Company Voting Securities"); provided, however, that
            for purposes of this subsection (i), the following acquisitions
            shall not constitute a

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            Change of Control: (A) any acquisition directly from the Company or
            any corporation controlled by the Company; (B) any acquisition by
            the Company or any corporation controlled by the Company; (C) any
            acquisition by any employee benefit plan (or related trust)
            sponsored or maintained by the Company or any corporation controlled
            by the Company; or (D) any acquisition by any corporation that is a
            Non-Control Acquisition (as defined in subsection (iii) of this
            Section 2(i)); or

                  ii. individuals who, as of the effective date of this Plan,
            constitute the Board of the Company (the "Incumbent Board") cease
            for any reason to constitute at least a majority of the Board of the
            Company; provided, however, that any individual becoming a Director
            subsequent to the effective date whose election, or nomination for
            election by the Company's shareholders, was approved by a vote of at
            least a majority of the Directors then comprising the Incumbent
            Board shall be considered as though such individual were a member of
            the Incumbent Board, but excluding, for this purpose, any such
            individual whose initial assumption of office occurs as a result of
            an actual or threatened election contest with respect to the
            election or removal of directors or other actual or threatened
            solicitation of proxies or consents by or on behalf of a Person
            other than the Board; or

                  iii. consummation of a reorganization, merger or consolidation
            or sale or other disposition of all or substantially all of the
            assets of the Company or the acquisition by the Company of assets or
            shares of another corporation (a "Business Combination"), unless,
            such Business Combination is a Non-Control Acquisition. A
            "Non-Control Acquisition" shall mean a Business Combination where:
            (x) all or substantially all of the individuals and entities who
            were the beneficial owners, respectively, of the Outstanding Company
            Common Shares and Outstanding Company Voting Securities immediately
            prior to such Business Combination beneficially own, directly or
            indirectly, more than fifty percent (50%) of, respectively, the then
            outstanding shares of common stock and the combined voting power of
            the then outstanding voting securities entitled to vote generally in
            the election of directors, as the case may be, of the corporation
            resulting from such Business Combination (including, without
            limitation, a corporation which as a result of such transaction owns
            the Company or all or substantially all of the Company's assets
            either directly or through one or more subsidiaries) in
            substantially the same proportions as their ownership immediately
            prior to such Business Combination of the Outstanding Company Common
            Shares and Outstanding Company Voting Securities, as the case may
            be; (y) no Person (excluding any employee benefit plan (or related
            trust) of the Company or such corporation resulting from such
            Business Combination) beneficially owns, directly or indirectly,
            twenty-five percent (25%) or more of, respectively, the then
            outstanding shares of common stock of the corporation resulting from
            such Business Combination or the combined voting power of the then
            outstanding voting securities of such corporation except to the
            extent that such ownership existed prior to the Business Combination
            (including any ownership that existed in the Company or the company
            being acquired, if any); and (z) at least a majority of the members
            of the board of directors of the corporation resulting from such
            Business Combination were members of the Incumbent Board at the time
            of the execution of the initial agreement, or of the action of the
            Board, providing for such Business Combination; or

                  iv. approval by the shareholders of the Company of a complete
            liquidation or dissolution of the Company.

            (j) "CODE" means the United States Internal Revenue Code of 1986, as
      amended.

            (k) "COMMITTEE" means a committee of Directors appointed by the
      Board in accordance with Section 4 of the Plan or the Human Resources and
      Compensation Committee of the Board.

            (l) "COMMON SHARES" means the common shares, without par value, of
      the Company.

            (m) "COMPANY" means Cardinal Health, Inc., an Ohio corporation, or,
      except as utilized in the definition of Change of Control, its successor.

            (n) "CONVERSION AWARD" has the meaning set forth in Section
      4(b)(xii) of the Plan.

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            (o) "DIRECTOR" means a member of the Board.

            (p) "DISABILITY," unless the Administrator determines otherwise, has
      the meaning specified in the Company's long-term disability plan
      applicable to the Participant at the time of the disability.

            (q) "DISAFFILIATION" means a Subsidiary's or Affiliate's ceasing to
      be a Subsidiary or Affiliate for any reason (including, without
      limitation, as a result of a public offering, or a spinoff or sale by the
      Company, of the stock of the Subsidiary or Affiliate) or a sale of a
      division of the Company and its Affiliates.

            (r) "EMPLOYEE" means a regular, active employee of the Company or
      any Affiliate, including an Officer and/or Director who is also a regular,
      active employee of the Company or any Affiliate. The Administrator shall
      determine whether the Chairman of the Board qualifies as an "Employee."
      For any and all purposes under the Plan, the term "Employee" shall not
      include a person hired as an independent contractor, leased employee,
      consultant or a person otherwise designated by the Administrator, the
      Company or an Affiliate at the time of hire as not eligible to participate
      in or receive benefits under the Plan or not on the payroll, even if such
      ineligible person is subsequently determined to be a common law employee
      of the Company or an Affiliate or otherwise an employee by any
      governmental or judicial authority. Unless otherwise determined by the
      Administrator in its sole discretion, for purposes of the Plan, an
      Employee shall be considered to have terminated employment and to have
      ceased to be an Employee if his or her employer ceases to be an Affiliate,
      even if he or she continues to be employed by such employer.

            (s) "EXCHANGE ACT" means the United States Securities Exchange Act
      of 1934, as amended.

            (t) "GRANT DATE" means, with respect to each Award, the date upon
      which the Award is granted to an Awardee pursuant to this Plan.

            (u) "INCENTIVE STOCK OPTION" means an Option that is identified in
      the Option Agreement as intended to qualify as an incentive stock option
      within the meaning of Section 422 of the Code and the regulations
      promulgated thereunder, and that actually does so qualify.

            (v) "FAIR MARKET VALUE" means the fair market value of the Common
      Shares as determined by the Administrator from time to time. Unless
      otherwise determined by the Administrator, the fair market value shall be
      the closing price for the Common Shares reported on a consolidated basis
      on the New York Stock Exchange on the relevant date or, if there were no
      sales on such date, the closing price on the nearest preceding date on
      which sales occurred.

            (w) "NONQUALIFIED STOCK OPTION" means an Option that is not an
      Incentive Stock Option.

            (x) "OFFICER" means a person who is an officer of the Company within
      the meaning of Section 16 of the Exchange Act and the rules and
      regulations promulgated thereunder.

            (y) "OPTION" means a right granted under Section 8 of the Plan to
      purchase a number of Shares or Stock Units at such exercise price, at such
      times, and on such other terms and conditions as are specified in the
      agreement or other documents evidencing the Award (the "Option
      Agreement"). Both Incentive Stock Options and Nonqualified Stock Options
      may be granted under the Plan.

            (z) "OTHER STOCK-BASED AWARD" means an Award granted pursuant to
      Section 12 of the Plan on such terms and conditions as are specified in
      the agreement or other documents evidencing the Award (the "Other
      Stock-Based Award Agreement").

            (aa)"PARTICIPANT" means the Awardee or any person (including any
      estate) to whom an Award has been assigned or transferred as permitted
      hereunder.

            (bb)"PLAN" means this 2005 Long-Term Incentive Plan.

            (cc)"QUALIFYING PERFORMANCE CRITERIA" shall have the meaning set
      forth in Section 14(b) of the Plan.

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            (dd)"RETIREMENT" means, unless the Administrator determines
      otherwise, voluntary Termination of Employment by a Participant from the
      Company and its Affiliates after attaining age fifty-five (55) and having
      (i) at least ten (10) years of service with the Company and its
      Affiliates, including service with an Affiliate of the Company prior to
      the time that such Affiliate became an Affiliate of the Company, and (ii)
      at least five years of continuous service with the Company and its
      Affiliates, excluding service with an Affiliate of the Company prior to
      the time that such Affiliate became an Affiliate of the Company.

            (ee)"SECURITIES ACT" means the United States Securities Act of 1933,
      as amended.

            (ff)"SHARE" means a Common Share, as adjusted in accordance with
      Section 16 of the Plan.

            (gg)"STOCK APPRECIATION RIGHT" means a right granted under Section
      10 of the Plan on such terms and conditions as are specified in the
      agreement or other documents evidencing the Award (the "Stock Appreciation
      Right Agreement").

            (hh)"STOCK AWARD" means an award or issuance of Shares or Stock
      Units made under Section 11 of the Plan, the grant, issuance, retention,
      vesting and/or transferability of which is subject during specified
      periods of time to such conditions (including without limitation continued
      employment or performance conditions) and terms as are expressed in the
      agreement or other documents evidencing the Award (the "Stock Award
      Agreement").

            (ii)"STOCK UNIT" means a bookkeeping entry representing an amount
      equivalent to the Fair Market Value of one Share, payable in cash,
      property or Shares. Stock Units represent an unfunded and unsecured
      obligation of the Company, except as otherwise provided for by the
      Administrator.

            (jj)"SUBSIDIARY" means any company (other than the Company) in an
      unbroken chain of companies beginning with the Company, provided each
      company in the unbroken chain (other than the Company) owns, at the time
      of determination, stock possessing 50% or more of the total combined
      voting power of all classes of stock in one of the other companies in such
      chain.

            (kk)"TERMINATION FOR CAUSE" means, unless otherwise provided in an
      Award Agreement, Termination of Employment on account of any act of fraud
      or intentional misrepresentation or embezzlement, misappropriation or
      conversion of assets of the Company or any Affiliate, or the intentional
      and repeated violation of the written policies or procedures of the
      Company, provided that for an Employee who is party to an individual
      severance or employment agreement defining Cause, except as may be
      provided in such agreement, "Cause" shall have the meaning set forth in
      such agreement. For purposes of this Plan, a Participant's Termination of
      Employment shall be deemed to be a Termination for Cause if, after the
      Participant's employment has terminated, facts and circumstances are
      discovered that would have justified, in the opinion of the Committee, a
      Termination for Cause.

            (ll)"TERMINATION OF EMPLOYMENT" means ceasing to be an Employee;
      provided, however, that, unless otherwise determined by the Administrator,
      for purposes of this Plan, a Participant will not be deemed to have had a
      Termination of Employment if such Participant continues to be or becomes a
      Director or becomes an independent contractor, leased employee or
      consultant to the Company. Notwithstanding the foregoing, for Incentive
      Stock Option purposes, Termination of Employment will occur when the
      Awardee ceases to be an employee (as determined in accordance with Section
      3401(c) of the Code and the regulations promulgated thereunder) of the
      Company or one of its Subsidiaries.

      3. STOCK SUBJECT TO THE PLAN.

            (a) Aggregate Limit. Subject to the provisions of Section 16(a) of
      the Plan, the maximum aggregate number of Shares which may be subject to
      Awards granted under the Plan is 18,000,000 Shares. The aggregate number
      of Shares subject to Awards granted under this Plan shall not be reduced
      by Shares subject to Awards granted upon the assumption of, or in
      substitution for, awards granted by a business or entity that is acquired
      by, or whose assets are acquired by, the Company. The Shares issued
      pursuant to the

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      Plan may be either Shares reacquired by the Company, including Shares
      purchased in the open market, or authorized but unissued Shares.

            (b) Code Section 162(m) and 422 Limits. Subject to the provisions of
      Section 16(a) of the Plan, the aggregate number of Shares subject to
      Awards granted under this Plan during any fiscal year to any one Awardee
      shall not exceed 1,000,000. Subject to the provisions of Section 16(a) of
      the Plan, the aggregate number of Shares that may be subject to all
      Incentive Stock Options granted under the Plan is 4,500,000 Shares.
      Notwithstanding anything to the contrary in the Plan, the limitations set
      forth in this Section 3(b) shall be subject to adjustment under Section
      16(a) of the Plan only to the extent that such adjustment will not affect
      the status of any Award intended to qualify as "performance-based
      compensation" under Section 162(m) of the Code.

            (c) Stock Appreciation Rights, Stock Awards and Other Stock-Based
      Awards Limit. Subject to the provisions of Section 16(a) of the Plan, the
      aggregate number of Shares that may be granted subject to Stock
      Appreciation Rights, Stock Awards and Other Stock-Based Awards made under
      the Plan is 6,000,000 Shares.

            (d) Share Counting Rules.

                  i. For purposes of this Section 3 of the Plan, the aggregate
            number of Shares subject to Awards granted under the Plan at any
            time shall not be reduced by Shares subject to Awards that have been
            canceled, expired, forfeited or settled in cash.

                  ii. The following Shares shall not become available for Awards
            under this Plan: (A) Shares subject to Awards that have been
            retained by the Company in payment or satisfaction of the purchase
            price of an Award or the tax withholding obligation of an Awardee;
            (B) Shares that have been delivered (either actually or
            constructively by attestation) to the Company in payment or
            satisfaction of the purchase price of an Award or the tax
            withholding obligation of an Awardee; or (C) Shares reserved for
            issuance upon a grant of Stock Appreciation Rights which are
            exercised and settled in Shares, to the extent the number of
            reserved Shares exceeds the number of Shares actually issued upon
            the exercise of the Stock Appreciation Rights.

      4. ADMINISTRATION OF THE PLAN.

            (a) Procedure.

                  i. Multiple Administrative Bodies. The Plan shall be
            administered by the Board, a Committee designated by the Board to so
            administer this Plan and/or their respective delegates.

                  ii. Section 162(m). To the extent that the Administrator
            determines it to be desirable to qualify Awards granted hereunder as
            "performance-based compensation" within the meaning of Section
            162(m) of the Code, Awards to "covered employees" within the meaning
            of Section 162(m) of the Code or to Employees that the Committee
            determines may be "covered employees" in the future shall be made by
            a Committee of two or more "outside directors" within the meaning of
            Section 162(m) of the Code. Notwithstanding any other provision of
            the Plan, the Administrator shall not have any discretion or
            authority to make changes to any Award that is intended to qualify
            as "performance-based compensation" to the extent that the existence
            of such discretion or authority would cause such Award not to so
            qualify.

                  iii. Rule 16b-3. To the extent desirable to qualify
            transactions hereunder as exempt under Rule 16b-3 promulgated under
            the Exchange Act ("Rule 16b-3"), Awards to Officers and Directors
            shall be made by the entire Board or a Committee of two or more
            "non-employee directors" within the meaning of Rule 16b-3.

                  iv. Other Administration. Except to the extent prohibited by
            Applicable Law, the Board or a Committee may delegate to a Committee
            of one or more Directors or to authorized officers of the

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            Company the power to approve Awards to persons eligible to receive
            Awards under the Plan who are not (A) subject to Section 16 of the
            Exchange Act or (B) at the time of such approval, "covered
            employees" under Section 162(m) of the Code.

                  v. Delegation of Authority for the Day-to-Day Administration
            of the Plan. Except to the extent prohibited by Applicable Law, the
            Administrator may delegate to one or more individuals the day-to-day
            administration of the Plan and any of the functions assigned to it
            in this Plan. Such delegation may be revoked at any time.

            (b) Powers of the Administrator. Subject to the provisions of the
      Plan and, in the case of a Committee or delegates acting as the
      Administrator, subject to the specific duties delegated to such Committee
      or delegates, the Administrator shall have the authority, in its
      discretion:

                  i. to select the Employees of the Company or its Affiliates to
            whom Awards are to be granted hereunder;

                  ii. to determine the number of Common Shares to be covered by
            each Award granted hereunder;

                  iii. to determine the type of Award to be granted to the
            selected Employees;

                  iv. to approve forms of Award Agreements;

                  v. to determine the terms and conditions, not inconsistent
            with the terms of the Plan, of any Award granted hereunder. Such
            terms and conditions include, but are not limited to, the exercise
            and/or purchase price, the time or times when an Award may be
            exercised (which may or may not be based on performance criteria),
            the vesting schedule, any vesting and/or exercisability provisions,
            terms regarding acceleration of Awards or waiver of forfeiture
            restrictions, the acceptable forms of consideration for payment for
            an Award, the term, and any restriction or limitation regarding any
            Award or the Shares relating thereto, based in each case on such
            factors as the Administrator, in its sole discretion, shall
            determine and may be established at the time an Award is granted or
            thereafter;

                  vi. to correct administrative errors;

                  vii. to construe and interpret the terms of the Plan
            (including sub-plans and Plan addenda) and Awards granted pursuant
            to the Plan;

                  viii. to adopt rules and procedures relating to the operation
            and administration of the Plan to accommodate the specific
            requirements of local laws and procedures. Without limiting the
            generality of the foregoing, the Administrator is specifically
            authorized (A) to adopt the rules and procedures regarding the
            conversion of local currency, the shift of tax liability from
            employer to employee (where legally permitted) and withholding
            procedures and handling of stock certificates which vary with local
            requirements, and (B) to adopt sub-plans and Plan addenda as the
            Administrator deems desirable, to accommodate foreign laws,
            regulations and practice;

                  ix. to prescribe, amend and rescind rules and regulations
            relating to the Plan, including rules and regulations relating to
            sub-plans and Plan addenda;

                  x. to modify or amend each Award, including, but not limited
            to, the acceleration of vesting and/or exercisability, provided,
            however, that any such modification or amendment (A) is subject to
            the minimum vesting provisions set forth in Sections 8(e), 11(a) and
            12(a) of the Plan and the plan amendment provisions set forth in
            Section 17 of the Plan, and (B) may not impair any outstanding Award
            unless agreed to in writing by the Participant, except that such
            agreement shall not be required if the Administrator determines in
            its sole discretion that such modification or amendment either (Y)
            is required or advisable in order for the Company, the Plan or the
            Award to satisfy any Applicable Law or to meet the requirements of
            any accounting standard, or (Z) is not reasonably likely to
            significantly diminish the benefits provided under such Award, or
            that adequate compensation has been provided

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            for any such diminishment;

                  xi. to allow Participants to satisfy withholding tax amounts
            by electing to have the Company withhold from the Shares to be
            issued upon exercise of a Nonqualified Stock Option or vesting of a
            Stock Award that number of Shares having a Fair Market Value equal
            to the amount required to be withheld. The Fair Market Value of the
            Shares to be withheld shall be determined in such manner and on such
            date that the Administrator shall determine or, in the absence of
            provision otherwise, on the date that the amount of tax to be
            withheld is to be determined. All elections by a Participant to have
            Shares withheld for this purpose shall be made in such form and
            under such conditions as the Administrator may provide;

                  xii. to authorize conversion or substitution under the Plan of
            any or all stock options, stock appreciation rights or other stock
            awards held by awardees of an entity acquired by the Company (the
            "Conversion Awards"). Any conversion or substitution shall be
            effective as of the close of the merger or acquisition. The
            Conversion Awards may be Nonqualified Stock Options or Incentive
            Stock Options, as determined by the Administrator, with respect to
            options granted by the acquired entity;

                  xiii. to authorize any person to execute on behalf of the
            Company any instrument required to effect the grant of an Award
            previously granted by the Administrator;

                  xiv. to impose such restrictions, conditions or limitations as
            it determines appropriate as to the timing and manner of any resales
            by a Participant or of other subsequent transfers by the Participant
            of any Shares issued as a result of or under an Award or upon the
            exercise of an Award, including without limitation, (A) restrictions
            under an insider trading policy, (B) restrictions as to the use of a
            specified brokerage firm for such resales or other transfers, and
            (C) institution of "blackout" periods on exercises of Awards;

                  xv. to provide, either at the time an Award is granted or by
            subsequent action, that an Award shall contain as a term thereof, a
            right, either in tandem with the other rights under the Award or as
            an alternative thereto, of the Participant to receive, without
            payment to the Company, a number of Shares, cash or a combination
            thereof, the amount of which is determined by reference to the value
            of the Award; and

                  xvi. to make all other determinations deemed necessary or
            advisable for administering the Plan and any Award granted
            hereunder.

            (c) Effect of Administrator's Decision. All questions arising under
      the Plan or under any Award shall be decided by the Administrator in its
      total and absolute discretion. All decisions, determinations and
      interpretations by the Administrator regarding the Plan, any rules and
      regulations under the Plan and the terms and conditions of any Award
      granted hereunder, shall be final and binding on all Participants. The
      Administrator shall consider such factors as it deems relevant, in its
      sole and absolute discretion, to making such decisions, determinations and
      interpretations including, without limitation, the recommendations or
      advice of any officer or other employee of the Company and such attorneys,
      consultants and accountants as it may select.

      5. ELIGIBILITY.

      Awards may be granted only to Employees of the Company or any of its
Affiliates. Awards may not be granted to a Director unless such Director
otherwise qualifies as an Employee of the Company or one of its Affiliates.

      6. TERM OF PLAN.

      The Plan shall become effective upon its approval by shareholders of the
Company. It shall continue in effect for a term of ten (10) years from the date
the Plan is approved by the shareholders of the Company unless terminated
earlier under Section 17 of the Plan.

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      7. TERM OF AWARD.

      Subject to the provisions of the Plan, the term of each Award shall be
determined by the Administrator and stated in the Award Agreement. In the case
of an Option, the term shall be ten (10) years from the Grant Date or such
shorter term as may be provided in the Award Agreement.

      8. OPTIONS.

      The Administrator may grant an Option or provide for the grant of an
Option, either from time to time in the discretion of the Administrator or
automatically upon the occurrence of specified events, including, without
limitation, the achievement of performance goals, the satisfaction of an event
or condition within the control of the Awardee or within the control of others.

            (a) Option Agreement. Each Option Agreement shall contain provisions
      regarding (i) the number of Shares that may be issued upon exercise of the
      Option, (ii) the type of Option, (iii) the exercise price of the Option
      and the means of payment of such exercise price, (iv) the term of the
      Option, (v) such terms and conditions on the vesting and/or exercisability
      of an Option as may be determined from time to time by the Administrator,
      (vi) restrictions on the transfer of the Option and forfeiture provisions,
      and (vii) such further terms and conditions, in each case not inconsistent
      with this Plan, as may be determined from time to time by the
      Administrator.

            (b) Exercise Price. The per share exercise price for the Shares to
      be issued pursuant to exercise of an Option shall be determined by the
      Administrator, except that the per Share exercise price shall be no less
      than 100% of the Fair Market Value per Share on the Grant Date.
      Notwithstanding the preceding sentence, at the Administrator's discretion,
      Conversion Awards may be granted in substitution and/or conversion of
      options of an acquired entity, with a per Share exercise price of less
      than 100% of the Fair Market Value per Share on the date of such
      substitution and/or conversion.

            (c) No Option Repricings. Subject to Section 16(a) of the Plan, the
      exercise price of an Option may not be reduced without shareholder
      approval.

            (d) No Reload Grants. Options shall not be granted under the Plan in
      consideration for and shall not be conditioned upon the delivery of Shares
      to the Company in payment of the exercise price and/or tax withholding
      obligation under any other employee stock option.

            (e) Vesting Period and Exercise Dates. Options granted under this
      Plan shall vest and/or be exercisable at such time and in such
      installments during the period prior to the expiration of the Option's
      term as determined by the Administrator, except that no Option shall first
      become exercisable within one (1) year from its Grant Date, other than (i)
      upon a Change of Control as specified in Section 16(b) of the Plan, or
      (ii) upon the death, Disability or Retirement of the Awardee, in each case
      as specified in the Option Agreement. The Administrator shall have the
      right to make the timing of the ability to exercise any Option granted
      under this Plan subject to continued active employment, the passage of
      time and/or such performance requirements as deemed appropriate by the
      Administrator. At any time after the grant of an Option, the Administrator
      may reduce or eliminate any restrictions surrounding any Participant's
      right to exercise all or part of the Option, subject to restrictions set
      forth above.

            (f) Form of Consideration. The Administrator shall determine the
      acceptable form of consideration for exercising an Option, including the
      method of payment, either through the terms of the Option Agreement or at
      the time of exercise of an Option. Acceptable forms of consideration may
      include:

                  i. cash;

                  ii. check or wire transfer (denominated in U.S. Dollars);

                  iii.subject to any conditions or limitations established by
            the Administrator, other Shares which

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            (A) in the case of Shares acquired from the Company (whether upon
            the exercise of an Option or otherwise), have been owned by the
            Participant for more than six (6) months on the date of surrender
            (unless this condition is waived by the Administrator), and (B) have
            a Fair Market Value on the date of surrender equal to or greater
            than the aggregate exercise price of the Shares as to which said
            Option shall be exercised (it being agreed that the excess of the
            Fair Market Value over the aggregate exercise price shall be
            refunded to the Awardee in cash);

                  iv. subject to any conditions or limitations established by
            the Administrator, the Company withholding shares otherwise issuable
            upon exercise of an Option;

                  v. consideration received by the Company under a
            broker-assisted sale and remittance program acceptable to the
            Administrator;

                  vi. such other consideration and method of payment for the
            issuance of Shares to the extent permitted by Applicable Law; or

                  vii. any combination of the foregoing methods of payment.

            (g) Procedure for Exercise; Rights as a Shareholder.

                  i. Any Option granted hereunder shall be exercisable according
            to the terms of the Plan and at such times and under such conditions
            as determined by the Administrator and set forth in the applicable
            Option Agreement.

                  ii. An Option shall be deemed exercised when the Company
            receives (A) written or electronic notice of exercise (in accordance
            with the Option Agreement or procedures established by the
            Administrator) from the person entitled to exercise the Option, (B)
            full payment for the Shares with respect to which the related Option
            is exercised, and (C) with respect to Nonqualified Stock Options,
            provisions acceptable to the Administrator have been made for
            payment of all applicable withholding taxes.

                  iii.Unless provided otherwise by the Administrator or pursuant
            to this Plan, until the Shares are issued (as evidenced by the
            appropriate entry on the books of the Company or of a duly
            authorized transfer agent of the Company), no right to vote or
            receive dividends or any other rights as a shareholder shall exist
            with respect to the Shares subject to an Option, notwithstanding the
            exercise of the Option.

                  iv. The Company shall issue (or cause to be issued) such
            Shares as soon as administratively practicable after the Option is
            exercised. An Option may not be exercised for a fraction of a Share.

            (h) Termination of Employment. The Administrator shall determine as
      of the Grant Date (subject to modification subsequent to the Grant Date)
      the effect a Termination of Employment due to (i) Disability, (ii)
      Retirement, (iii) death, or (iv) otherwise (including Termination for
      Cause) shall have on any Option.

      9. INCENTIVE STOCK OPTION LIMITATIONS/TERMS.

            (a) Eligibility. Only employees (as determined in accordance with
      Section 3401(c) of the Code and the regulations promulgated thereunder) of
      the Company or any of its Subsidiaries may be granted Incentive Stock
      Options. No Incentive Stock Option shall be granted to any such employee
      who as of the Grant Date owns stock possessing more than 10% of the total
      combined voting power of the Company.

            (b) $100,000 Limitation. Notwithstanding the designation "Incentive
      Stock Option" in an Option Agreement, if and to the extent that the
      aggregate Fair Market Value of the Shares with respect to which Incentive
      Stock Options are exercisable for the first time by the Awardee during any
      calendar year (under all plans of the Company and any of its Subsidiaries)
      exceeds U.S. $100,000, such Options shall be treated as Nonqualified Stock
      Options. For purposes of this Section 9(b) of the Plan, Incentive Stock
      Options shall

                                       9
<PAGE>

      be taken into account in the order in which they were granted. The Fair
      Market Value of the Shares shall be determined as of the Grant Date.

            (c) Transferability. The Option Agreement must provide that an
      Incentive Stock Option cannot be transferable by the Awardee otherwise
      than by will or the laws of descent and distribution, and, during the
      lifetime of such Awardee, must not be exercisable by any other person. If
      the terms of an Incentive Stock Option are amended to permit
      transferability, the Option will be treated for tax purposes as a
      Nonqualified Stock Option.

            (d) Exercise Price. The per Share exercise price of an Incentive
      Stock Option shall in no event be inconsistent with the requirements for
      qualification of the Incentive Stock Option under Section 422 of the Code.

            (e) Other Terms. Option Agreements evidencing Incentive Stock
      Options shall contain such other terms and conditions as may be necessary
      to qualify, to the extent determined desirable by the Administrator, with
      the applicable provisions of Section 422 of the Code.

      10. STOCK APPRECIATION RIGHTS.

      A "Stock Appreciation Right" is a right that entitles the Awardee to
receive, in cash or Shares (as determined by the Administrator), value equal to
or otherwise based on the excess of (i) the Fair Market Value of a specified
number of Shares at the time of exercise over (ii) the aggregate exercise price
of the right, as established by the Administrator on the Grant Date. Stock
Appreciation Rights may be granted to Awardees either alone ("freestanding") or
in addition to or in tandem with other Awards granted under the Plan and may,
but need not, relate to a specific Option granted under Section 8 of the Plan.
Any Stock Appreciation Right granted in tandem with an Option may be granted at
the same time such Option is granted or at any time thereafter before exercise
or expiration of such Option. All Stock Appreciation Rights under the Plan shall
be granted subject to the same terms and conditions applicable to Options as set
forth in Section 8 of the Plan; provided, however, that Stock Appreciation
Rights granted in tandem with a previously granted Option shall have the terms
and conditions of such Option. Subject to the provisions of Section 8 of the
Plan, the Administrator may impose such other conditions or restrictions on any
Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights
may be settled in Shares or cash as determined by the Administrator.

      11. STOCK AWARDS.

            (a) Stock Award Agreement. Each Stock Award Agreement shall contain
      provisions regarding (i) the number of Shares subject to such Stock Award
      or a formula for determining such number, (ii) the purchase price of the
      Shares, if any, and the means of payment for the Shares, (iii) the
      performance criteria, if any, and level of achievement versus these
      criteria that shall determine the number of Shares granted, issued,
      retainable and/or vested, (iv) such terms and conditions on the grant,
      issuance, vesting and/or forfeiture of the Shares as may be determined
      from time to time by the Administrator, (v) restrictions on the
      transferability of the Stock Award, and (vi) such further terms and
      conditions in each case not inconsistent with this Plan as may be
      determined from time to time by the Administrator. No condition that is
      based upon performance criteria and level of achievement versus such
      criteria shall be based on performance over a period of less than one (1)
      year and no condition that is based upon continued employment or the
      passage of time shall provide for vesting in full of a Stock Award in less
      than pro rata installments over three (3) years from the date the Stock
      Award is made, other than (i) with respect to such Stock Awards that are
      issued upon the exercise or settlement of Options or Stock Appreciation
      Rights, (ii) upon a Change of Control as specified in Section 16(b) of the
      Plan, (iii) upon the death, Disability or Retirement of the Awardee, in
      each case as specified in the Stock Award Agreement, or (iv) for up to
      600,000 Shares subject to Stock Awards and Other Stock-Based Awards in the
      aggregate which shall have no minimum vesting period.

            (b) Restrictions and Performance Criteria. The grant, issuance,
      retention and/or vesting of each Stock Award may be subject to such
      performance criteria and level of achievement versus these criteria as the
      Administrator shall determine, which criteria may be based on financial
      performance, personal

                                       10
<PAGE>

      performance evaluations and/or completion of service by the Awardee.
      Notwithstanding anything to the contrary herein, the performance criteria
      for any Stock Award that is intended to satisfy the requirements for
      "performance-based compensation" under Section 162(m) of the Code shall be
      established by the Administrator based on one or more Qualifying
      Performance Criteria selected by the Administrator and specified in
      writing not later than ninety (90) days after the commencement of the
      period of service (or, if earlier, the elapse of 25% of such period) to
      which the performance goals relate, provided that the outcome is
      substantially uncertain at that time.

            (c) Termination of Employment. The Administrator shall determine as
      of the Grant Date (subject to modification subsequent to the Grant Date)
      the effect a Termination of Employment due to (i) Disability, (ii)
      Retirement, (iii) death, or (iv) otherwise (including Termination for
      Cause) shall have on any Stock Award.

            (d) Rights as a Shareholder. Unless otherwise provided for by the
      Administrator, the Participant shall have the rights equivalent to those
      of a shareholder and shall be a shareholder only after Shares are issued
      (as evidenced by the appropriate entry on the books of the Company or of a
      duly authorized transfer agent of the Company) to the Participant.

      12. OTHER STOCK-BASED AWARDS.

            (a) Other Stock-Based Awards. An "Other Stock-Based Award" means any
      other type of equity-based or equity-related Award not otherwise described
      by the terms of this Plan (including the grant or offer for sale of
      unrestricted Shares) in such amount and subject to such terms and
      conditions as the Administrator shall determine. Such Awards may involve
      the transfer of actual Shares to Participants, or payment in cash or
      otherwise of amounts based on the value of Shares. Each Other Stock-Based
      Award will be evidenced by an Award Agreement containing such terms and
      conditions as may be determined by the Administrator. No condition that is
      based upon performance criteria and level of achievement versus such
      criteria shall be based on performance over a period of less than one (1)
      year and no condition that is based upon continued employment or the
      passage of time shall provide for vesting in full of an Other Stock-Based
      Award in less than pro rata installments over three (3) years from the
      date the Other Stock-Based Award is made, other than (i) with respect to
      such Other Stock-Based Awards that are issued upon the exercise or
      settlement of Options or Stock Appreciation Rights, (ii) upon a Change of
      Control as specified in Section 16(b) of the Plan, (iii) upon the death,
      Disability or Retirement of the Awardee, in each case as specified in the
      Other Stock-Based Award Agreement, or (iv) for up to 600,000 Shares
      subject to Stock Awards and Other Stock-Based Awards in the aggregate
      which shall have no minimum vesting period.

            (b) Value of Other Stock-Based Awards. Each Other Stock-Based Award
      shall be expressed in terms of Shares or units based on Shares, as
      determined by the Administrator. The Administrator may establish
      performance goals in its discretion. If the Administrator exercises its
      discretion to establish performance goals, the number and/or value of
      Other Stock-Based Awards that will be paid out to the Participant will
      depend on the extent to which the performance goals are met.
      Notwithstanding anything to the contrary herein, the performance criteria
      for any Other Stock-Based Award that is intended to satisfy the
      requirements for "performance-based compensation" under Section 162(m) of
      the Code shall be established by the Administrator based on one or more
      Qualifying Performance Criteria selected by the Administrator and
      specified in writing not later than ninety (90) days after the
      commencement of the period of service (or, if earlier, the elapse of 25%
      of such period) to which the performance goals relate and otherwise within
      the time period required by the Code and the applicable Treasury
      Regulations, provided that the outcome is substantially uncertain at that
      time.

            (c) Payment of Other Stock-Based Awards. Payment, if any, with
      respect to Other Stock-Based Awards shall be made in accordance with the
      terms of the Award, in cash or Shares as the Administrator determines.

            (d) Termination of Employment. The Administrator shall determine as
      of the Grant Date (subject to modification subsequent to the Grant Date)
      the effect a Termination of Employment due to (i) Disability, (ii)
      Retirement, (iii) death, or (iv) otherwise (including Termination for
      Cause) shall have on any Other Stock-Based Award.

                                       11
<PAGE>

      13. CASH AWARDS.

      Each Cash Award will confer upon the Participant the opportunity to earn a
future payment tied to the level of achievement with respect to one or more
performance criteria established for a performance period.

            (a) Cash Award. Each Cash Award may contain provisions regarding (i)
      the amounts potentially payable to the Participant as a Cash Award, (ii)
      the performance criteria and level of achievement versus these criteria
      which shall determine the amount of such payment, (iii) the period as to
      which performance shall be measured for establishing the amount of any
      payment, (iv) the timing of any payment earned by virtue of performance,
      (v) restrictions on the alienation or transfer of the Cash Award prior to
      actual payment, (vi) forfeiture provisions, and (vii) such further terms
      and conditions, in each case not inconsistent with the Plan, as may be
      determined from time to time by the Administrator. The maximum amount
      payable as a Cash Award that is settled for cash may be a multiple of the
      target amount payable, but the maximum amount payable pursuant to portions
      of Cash Awards earned with respect to any fiscal year to any Awardee shall
      not exceed U.S. $7,500,000.

            (b) Performance Criteria. The Administrator shall establish the
      performance criteria and level of achievement versus these criteria which
      shall determine the amounts payable under a Cash Award, which criteria may
      be based on financial performance and/or personal performance evaluations.
      The Administrator may specify the percentage of the target Cash Award that
      is intended to satisfy the requirements for "performance-based
      compensation" under Section 162(m) of the Code. Notwithstanding anything
      to the contrary herein, the performance criteria for any portion of a Cash
      Award that is intended to satisfy the requirements for "performance-based
      compensation" under Section 162(m) of the Code shall be a measure
      established by the Administrator based on one or more Qualifying
      Performance Criteria selected by the Administrator and specified in
      writing not later than ninety (90) days after the commencement of the
      period of service (or, if earlier, the elapse of 25% of such period) to
      which the performance goals relates, provided that the outcome is
      substantially uncertain at that time.

            (c) Timing and Form of Payment. The Administrator shall determine
      the timing of payment of any Cash Award. The Administrator may provide for
      or, subject to such terms and conditions as the Administrator may specify,
      may permit an Awardee to elect for the payment of any Cash Award to be
      deferred to a specified date or event. The Administrator may specify the
      form of payment of Cash Awards, which may be cash or other property, or
      may provide for an Awardee to have the option for his or her Cash Award,
      or such portion thereof as the Administrator may specify, to be paid in
      whole or in part in cash or other property. To the extent that a Cash
      Award is in the form of cash, the Administrator may determine whether a
      payment is in U.S. dollars or foreign currency.

            (d) Termination of Employment. The Administrator shall determine as
      of the Grant Date (subject to modification subsequent to the Grant Date)
      the effect a Termination of Employment due to (i) Disability, (ii)
      Retirement, (iii) death, or (iv) otherwise (including Termination for
      Cause) shall have on any Cash Award.

      14. OTHER PROVISIONS APPLICABLE TO AWARDS.

            (a) Non-Transferability of Awards. Unless determined otherwise by
      the Administrator, an Award may not be sold, pledged, assigned,
      hypothecated, transferred or disposed of in any manner other than by
      beneficiary designation, will or by the laws of descent or distribution.
      The Administrator may make an Award transferable to an Awardee's family
      member or any other person or entity. If the Administrator makes an Award
      transferable, either as of the Grant Date or thereafter, such Award shall
      contain such additional terms and conditions as the Administrator deems
      appropriate, and any transferee shall be deemed to be bound by such terms
      upon acceptance of such transfer.

            (b) Qualifying Performance Criteria. For purposes of this Plan, the
      term "Qualifying Performance Criteria" shall mean any one or more of the
      following performance criteria, either individually, alternatively or in
      any combination, applied to either the Company as a whole or to a business
      unit,

                                       12
<PAGE>

      Affiliate or business segment, either individually, alternatively or in
      any combination, and measured either annually or cumulatively over a
      period of years, on an absolute basis or relative to a pre-established
      target, to previous years' results or to a designated comparison group, in
      each case as specified by the Committee in the Award: (i) cash flow; (ii)
      earnings (including gross margin, earnings before interest and taxes,
      earnings before taxes, and net earnings); (iii) earnings per share; (iv)
      growth in earnings or earnings per share; (v) stock price; (vi) return on
      equity or average shareholders' equity; (vii) total shareholder return;
      (viii) return on capital; (ix) return on assets or net assets; (x) return
      on investment; (xi) revenue; (xii) income or net income; (xiii) operating
      income or net operating income; (xiv) operating profit or net operating
      profit (whether before or after taxes); (xv) operating margin; (xvi)
      return on operating revenue; (xvii) market share; (xviii) contract awards
      or backlog; (xix) overhead or other expense reduction; (xx) growth in
      shareholder value relative to the moving average of the S&P 500 Index or a
      peer group index; (xxi) credit rating; (xxii) strategic plan development
      and implementation; (xxiii) improvement in workforce diversity; (xxiv)
      customer satisfaction; (xxv) employee satisfaction; (xxvi) management
      succession plan development and implementation; and (xxvii) employee
      retention. With respect to any Award that is intended to satisfy the
      requirements for "performance-based compensation" under Section 162(m) of
      the Code, the performance criteria must be Qualifying Performance
      Criteria, and the Administrator will (within the first quarter of the
      performance period, but in no event more than ninety (90) days into that
      period) establish the specific performance targets (including thresholds
      and whether to exclude certain extraordinary, non-recurring, or similar
      items) and award amounts (subject to the right of the administrator to
      exercise discretion to reduce payment amounts following the conclusion of
      the performance period).

            (c) Certification. Prior to the payment of any compensation under an
      Award intended to qualify as "performance-based compensation" under
      Section 162(m) of the Code, the Committee shall certify in writing the
      extent to which any Qualifying Performance Criteria and any other material
      terms under such Award have been satisfied (other than in cases where such
      criteria relate solely to the increase in the value of the Common Shares).

            (d) Discretionary Adjustments Pursuant to Section 162(m).
      Notwithstanding satisfaction of any completion of any Qualifying
      Performance Criteria, to the extent specified as of the Grant Date, the
      number of Shares, Options or other benefits granted, issued, retainable
      and/or vested under an Award on account of satisfaction of such Qualifying
      Performance Criteria may be reduced by the Committee on the basis of such
      further considerations as the Committee in its sole discretion shall
      determine.

      15. DIVIDENDS AND DIVIDEND EQUIVALENTS.

      Any Award may provide the Awardee with the right to receive dividend
payments or dividend equivalent payments on the Shares subject the Award,
whether or not such Award has been exercised or is vested. Such payments may be
made in cash or may be credited as cash or Stock Units to an Awardee's account
and later settled in cash or Shares or a combination thereof, as determined by
the Administrator. Such payments and credits may be subject to such conditions
and contingencies as the Administrator may establish.

      16. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ORGANIC CHANGE OR CHANGE
OF CONTROL.

            (a) Adjustment Clause. In the event of (i) a stock dividend, stock
      split, reverse stock split, share combination, or recapitalization or
      similar event affecting the capital structure of the Company (each, a
      "Share Change"), or (ii) a merger, consolidation, acquisition of property
      or shares, separation, spinoff, reorganization, stock rights offering,
      liquidation, Disaffiliation, or similar event affecting the Company or any
      of its Subsidiaries (each, a "Organic Change"), the Administrator or the
      Board may in its discretion make such substitutions or adjustments as it
      deems appropriate and equitable to (i) the Share limitations set forth in
      Sections 3, 11(a) and 12(a) of the Plan, (ii) the number and kind of
      Shares covered by each outstanding Award, and (iii) the price per Share
      subject to each such outstanding Award. In the case of Organic Changes,
      such adjustments may include, without limitation, (x) the cancellation of
      outstanding Awards in exchange for payments of cash, property or a
      combination thereof having an aggregate value equal to the value of such
      Awards, as determined by the Administrator or the Board in its sole
      discretion (it being understood that in the case of an Organic Change with
      respect to which shareholders receive consideration other than publicly
      traded equity securities of the ultimate surviving entity, any such

                                       13
<PAGE>

      determination by the Administrator that the value of an Option or Stock
      Appreciation Right shall for this purpose be deemed to equal the excess,
      if any, of the value of the consideration being paid for each Share
      pursuant to such Organic Change over the exercise price of such Option or
      Stock Appreciation Right shall conclusively be deemed valid); (y) the
      substitution of other property (including, without limitation, cash or
      other securities of the Company and securities of entities other than the
      Company) for the Shares subject to outstanding Awards; and (z) in
      connection with any Disaffiliation, arranging for the assumption of
      Awards, or replacement of Awards with new awards based on other property
      or other securities (including, without limitation, other securities of
      the Company and securities of entities other than the Company), by the
      affected Subsidiary, Affiliate, or division or by the entity that controls
      such Subsidiary, Affiliate, or division following such Disaffiliation (as
      well as any corresponding adjustments to Awards that remain based upon
      Company securities).

            (b) Change of Control. In the event of a Change of Control, unless
      otherwise determined by the Administrator as of the Grant Date of a
      particular Award (or subsequent to the Grant Date), the following
      acceleration, exercisability and valuation provisions shall apply:

                  i. On the date that such Change of Control occurs, any or all
            Options and Stock Appreciation Rights awarded under this Plan not
            previously exercisable and vested shall become fully exercisable and
            vested.

                  ii. Except as may be provided in an individual severance or
            employment agreement (or severance plan) to which an Awardee is a
            party, in the event of an Awardee's Termination of Employment within
            two (2) years after a Change of Control for any reason other than
            because of the Awardee's death, Retirement, Disability or
            Termination for Cause, each Option and Stock Appreciation Right held
            by the Awardee (or a transferee) that is vested following such
            Termination of Employment shall remain exercisable until the earlier
            of the third (3rd) anniversary of such Termination of Employment (or
            any later date until which it would remain exercisable by its terms)
            or the expiration of its original term. In the event of an Awardee's
            Termination of Employment more than two (2) years after a Change of
            Control, or within two (2) years after a Change of Control because
            of the Awardee's death, Retirement, Disability or Termination for
            Cause, the provisions of Sections 8(h) and 10 of the Plan shall
            govern (as applicable).

                  iii. On the date that such Change of Control occurs, the
            restrictions applicable to any or all Stock Awards, Other
            Stock-Based Awards and Cash Awards shall lapse and such Awards shall
            be fully vested.

            (c) Section 409A. Notwithstanding the foregoing: (i) any adjustments
      made pursuant to Section 16(a) of the Plan to Awards that are considered
      "deferred compensation" within the meaning of Section 409A of the Code
      shall be made in compliance with the requirements of Section 409A of the
      Code; (ii) any adjustments made pursuant to Section 16(a) of the Plan to
      Awards that are not considered "deferred compensation" subject to Section
      409A of the Code shall be made in such a manner as to ensure that after
      such adjustment, the Awards either continue not to be subject to Section
      409A of the Code or comply with the requirements of Section 409A of the
      Code; (iii) the Administrator shall not have the authority to make any
      adjustments pursuant to Section 16(a) of the Plan to the extent that the
      existence of such authority would cause an Award that is not intended to
      be subject to Section 409A of the Code to be subject thereto; and (iv) if
      any Award is subject to Section 409A of the Code, Section 16(b) of the
      Plan shall be applicable only to the extent specifically provided in the
      Award Agreement and permitted pursuant to Section 25 of the Plan.

      17. AMENDMENT AND TERMINATION OF THE PLAN.

            (a) Amendment and Termination. The Administrator may amend, alter or
      discontinue the Plan or any Award Agreement, but any such amendment shall
      be subject to approval of the shareholders of the Company in the manner
      and to the extent required by Applicable Law. In addition, without
      limiting the foregoing, unless approved by the shareholders of the Company
      and subject to Section 16(a), no such amendment shall be made that would
      reduce the minimum exercise price for Options or Stock Appreciation

                                       14
<PAGE>

      Rights granted under the Plan or reduce the exercise price of outstanding
      Options or Stock Appreciation Rights.

            (b) Effect of Amendment or Termination. No amendment, suspension or
      termination of the Plan shall impair the rights of any Participant with
      respect to an outstanding Award, unless mutually agreed otherwise between
      the Participant and the Administrator, which agreement must be in writing
      and signed by the Participant and the Company, except that no such
      agreement shall be required if the Administrator determines in its sole
      discretion that such amendment either (i) is required or advisable in
      order for the Company, the Plan or the Award to satisfy any Applicable Law
      or to meet the requirements of any accounting standard, or (ii) is not
      reasonably likely to significantly diminish the benefits provided under
      such Award, or that any such diminishment has been adequately compensated,
      except following a Change of Control. Termination of the Plan shall not
      affect the Administrator's ability to exercise the powers granted to it
      hereunder with respect to Awards granted under the Plan prior to the date
      of such termination.

            (c) Effect of the Plan on Other Arrangements. Neither the adoption
      of the Plan by the Board or a Committee nor the submission of the Plan to
      the shareholders of the Company for approval shall be construed as
      creating any limitations on the power of the Board or any Committee to
      adopt such other incentive arrangements as it or they may deem desirable,
      including without limitation, the granting of restricted shares or
      restricted share units or stock options otherwise than under the Plan, and
      such arrangements may be either generally applicable or applicable only in
      specific cases.

      18. DESIGNATION OF BENEFICIARY.

            (a) An Awardee may file a written designation of a beneficiary who
      is to receive the Awardee's rights pursuant to Awardee's Award or the
      Awardee may include his or her Awards in an omnibus beneficiary
      designation for all benefits under the Plan. To the extent that Awardee
      has completed a designation of beneficiary while employed with Company,
      such beneficiary designation shall remain in effect with respect to any
      Award hereunder until changed by the Awardee to the extent enforceable
      under Applicable Law.

            (b) Such designation of beneficiary may be changed by the Awardee at
      any time by written notice. In the event of the death of an Awardee and in
      the absence of a beneficiary validly designated under the Plan who is
      living at the time of such Awardee's death, the Company shall allow the
      legal representative of the Awardee's estate to exercise the Award.

      19. NO RIGHT TO AWARDS OR TO EMPLOYMENT.

      No person shall have any claim or right to be granted an Award and the
grant of any Award shall not be construed as giving an Awardee the right to
continue in the employ of the Company or its Affiliates. Further, the Company
and its Affiliates expressly reserve the right, at any time, to dismiss any
Employee or Awardee at any time without liability or any claim under the Plan,
except as provided herein or in any Award Agreement entered into hereunder.

      20. LEGAL COMPLIANCE.

      Shares shall not be issued pursuant to an Option, Stock Appreciation
Right, Stock Award or Other Stock-Based Award unless the such Option, Stock
Appreciation Right, Stock Award or Other Stock-Based Award and the issuance and
delivery of such Shares shall comply with Applicable Law and shall be further
subject to the approval of counsel for the Company with respect to such
compliance. Unless the Awards and Shares covered by this Plan have been
registered under the Securities Act or the Company has determined that such
registration is unnecessary, each person receiving an Award and/or Shares
pursuant to any Award may be required by the Company to give a representation in
writing that such person is acquiring such Shares for his or her own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof.

                                       15
<PAGE>

      21. INABILITY TO OBTAIN AUTHORITY.

      To the extent the Company is unable to or the Administrator deems it
infeasible to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be advisable or necessary
to the lawful issuance and sale of any Shares hereunder, the Company shall be
relieved of any liability with respect to the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

      22. RESERVATION OF SHARES.

      The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

      23. NOTICE.

      Any written notice to the Company required by any provisions of this Plan
shall be addressed to the Secretary of the Company and shall be effective when
received.

      24. GOVERNING LAW; INTERPRETATION OF PLAN AND AWARDS.

            (a) This Plan and all determinations made and actions taken pursuant
      hereto shall be governed by the substantive laws, but not the choice of
      law rules, of the state of Ohio, except as to matters governed by U.S.
      federal law.

            (b) In the event that any provision of the Plan or any Award granted
      under the Plan is declared to be illegal, invalid or otherwise
      unenforceable by a court of competent jurisdiction, such provision shall
      be reformed, if possible, to the extent necessary to render it legal,
      valid and enforceable, or otherwise deleted, and the remainder of the
      terms of the Plan and/or Award shall not be affected except to the extent
      necessary to reform or delete such illegal, invalid or unenforceable
      provision.

            (c) The headings preceding the text of the sections hereof are
      inserted solely for convenience of reference, and shall not constitute a
      part of the Plan, nor shall they affect its meaning, construction or
      effect.

            (d) The terms of the Plan and any Award shall inure to the benefit
      of and be binding upon the parties hereto and their respective permitted
      heirs, beneficiaries, successors and assigns.

      25. SECTION 409A.

      It is the intention of the Company that no Award shall be "deferred
compensation" subject to Section 409A of the Code, unless and to the extent that
the Administrator specifically determines otherwise, and the Plan and the terms
and conditions of all Awards shall be interpreted accordingly. The terms and
conditions governing any Awards that the Administrator determines will be
subject to Section 409A of the Code, including any rules for elective or
mandatory deferral of the delivery of cash or Shares pursuant thereto and any
rules regarding treatment of such Awards in the event of a Change of Control,
shall be set forth in the applicable Award Agreement, and shall comply in all
respects with Section 409A of the Code.

      26. LIMITATION ON LIABILITY.

      The Company and any Affiliate which is in existence or hereafter comes
into existence shall not be liable to a Participant, an Employee, an Awardee or
any other persons as to:

            (a) The Non-Issuance of Shares. The non-issuance or sale of Shares
      as to which the Company has been unable to obtain from any regulatory body
      having jurisdiction the authority deemed by the Company's counsel to be
      necessary to the lawful issuance and sale of any shares hereunder; and

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<PAGE>

            (b) Tax or Exchange Control Consequences. Any tax consequence
      expected, but not realized, or any exchange control obligation owed, by
      any Participant, Employee, Awardee or other person due to the receipt,
      exercise or settlement of any Option or other Award granted hereunder.

      27. UNFUNDED PLAN.

      Insofar as it provides for Awards, the Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Awardees who are granted
Stock Awards under this Plan, any such accounts will be used merely as a
bookkeeping convenience. The Company shall not be required to segregate any
assets which may at any time be represented by Awards, nor shall this Plan be
construed as providing for such segregation, nor shall the Company nor the
Administrator be deemed to be a trustee of stock or cash to be awarded under the
Plan. Any liability of the Company to any Participant with respect to an Award
shall be based solely upon any contractual obligations which may be created by
the Plan; no such obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. Neither the Company
nor the Administrator shall be required to give any security or bond for the
performance of any obligation which may be created by this Plan.

      28. FOREIGN EMPLOYEES.

      Awards may be granted hereunder to Employees who are foreign nationals,
who are located outside the United States or who are not compensated from a
payroll maintained in the United States, or who are otherwise subject to (or
could cause the Company to be subject to) legal or regulatory provisions of
countries or jurisdictions outside the United States, on such terms and
conditions different from those specified in the Plan as may, in the judgment of
the Administrator, be necessary or desirable to foster and promote achievement
of the purposes of the Plan, and, in furtherance of such purposes, the
Administrator may make such modifications, amendments, procedures, or subplans
as may be necessary or advisable to comply with such legal or regulatory
provisions.

      29. TAX WITHHOLDING.

      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 Company regarding the payment of, any federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Company, withholding
obligations may be settled with Shares, including Shares that is part of the
Award that gives rise to the withholding requirement; provided, however, that
not more than the legally required minimum withholding may be settled with
Shares. The obligations of the Company under the Plan shall be conditional on
such payment or arrangements, and the Company and its Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the participant. The Administrator may establish such
procedures as it deems appropriate, including making irrevocable elections, for
the settlement of withholding obligations with Shares.

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