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                                                                    Exhibit 10.1
                           DAYTON SUPERIOR CORPORATION

                   1997 STOCK OPTION AND RESTRICTED STOCK PLAN
                   -------------------------------------------


      1. PURPOSE. The purpose of the Plan is to enable the Company to continue
to attract, retain and motivate those officers and other key employees of the
Company whose substantial contributions are essential to the growth and success
of the Company's business with a long-term incentive that effectively is tied to
the performance of the Company and shareholder value.

      2. DEFINITIONS. For purposes of this Plan:

            "AGREEMENT" means a written agreement between the Company and a
      Holder evidencing the grant of an Option and setting forth the terms and
      conditions of the Option or evidencing the grant of Restricted Shares and
      setting forth the terms and conditions of the Restricted Shares.

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

            "CAUSE" means (i) the willful neglect by the Holder of, or the
      refusal by the Holder to perform, the Holder's duties or responsibilities,
      or any willful act by the Holder which materially impairs the ability of
      the Holder to perform the Holder's duties or responsibilities and which
      act continues after being brought to the attention of the Holder (other
      than any such failure resulting from the Holder's incapacity due to
      physical or mental illness), or (ii) any willful act or failure to act by
      the Holder which is materially injurious to the Company.

            "CHANGE IN CAPITALIZATION" means any increase, reduction or change
      or exchange of Shares for a different number or kind of shares or other
      securities of the Company by reason of a reclassification,
      recapitalization, merger, consolidation, reorganization, issuance of
      warrants or rights, stock dividend, stock split or reverse stock split,
      combination or exchange of shares, repurchase of shares, change in
      corporate structure or otherwise.

            "CHANGE OF CONTROL" means a change of control after the date this
      Plan becomes effective of a nature that would be required to be reported
      in response to Item 6(e) of Schedule 14 of Regulation 14A promulgated
      under the Exchange Act or any similar successor disclosure provisions.
      Without limiting the foregoing, a Change of Control shall be deemed to
      have occurred for purposes of the Plan regardless of the provisions of the
      Exchange Act, if (i) any "person," as such term is used in Sections 13(d)
      and 14(d)(2) of the Exchange Act (excluding, for this purpose, the
      Company, any subsidiary of the Company, any employee benefit plan of the
      Company or any such subsidiary, Ripplewood or any affiliate of
      Ripplewood), including any "group" of persons, becomes the beneficial
      owner (as determined in

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      accordance with Rule 13d-3 promulgated under the Exchange Act), directly
      or indirectly, of securities of the Company which, together with any other
      securities of the Company theretofore directly or indirectly beneficially
      owned by such person, represent 20% or more of the combined voting power
      of the Company's then outstanding securities; or (ii) at any election or
      series of elections, persons not proposed for nomination or nominated by
      the Board are elected as directors of the Company and together constitute
      50% or more of the Board.

            "CODE" means the Internal Revenue Code of 1986, as amended.

            "COMMITTEE" means the Compensation and Benefits Committee or other
      committee of the Board to which the Board has delegated administration of
      the Plan or, in the absence of such delegation, the Board.

            "COMMON SHARES" means any class of common shares of the Company.

            "COMPANY" means Dayton Superior Corporation, an Ohio corporation;
      provided, however, that when used herein in connection with the employment
      of any Person, "COMPANY" also shall include any subsidiary of the Company.

            "DISABILITY" has the meaning ascribed to such term in the Company's
      disability program as in effect at the time.

            "ELIGIBLE EMPLOYEE" means any officer or other key employee of the
      Company designated by the Committee as eligible to receive Options or
      Restricted Shares subject to the conditions set forth herein.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
      amended.

            "FAIR MARKET VALUE" means the average of the highest sale price and
      the lowest sale price of a Share on the date the value of a Share is to be
      determined, as reported on the New York Stock Exchange and published in
      the WALL STREET JOURNAL or, if no sale is reported for such date, then on
      the next preceding date for which a sale is reported or, if the Shares no
      longer are traded on the New York Stock Exchange, such value as shall be
      determined by the Committee in good faith.

            "HOLDER" means a Person to whom an Option or Restricted Shares have
      been granted or any permitted transferee of any such Option or Restricted
      Shares under the terms of the Plan.

            "INCENTIVE STOCK OPTION" means an Option granted under the Plan
      which qualifies as an incentive stock option under Section 422 of the
      Code.

            "NONQUALIFIED OPTION" means an Option granted under the Plan which
      by its terms does not qualify as an Incentive Stock Option.



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            "OPTION" means a right to purchase Shares granted under the Plan. An
      Option may be a Nonqualified Option or an Incentive Stock Option.

            "PERSON" means a corporation, an association, a partnership, an
      organization, a business, an individual, a government or a subdivision
      thereof or a governmental agency.

            "PLAN" means this 1997 Stock Option and Restricted Stock Plan, as
      amended from time to time.

            "QUALIFIED DOMESTIC RELATIONS ORDER" means a qualified domestic
      relations order as defined in Section 414(p)(1)(B) of the Code which
      satisfies the conditions of Section 414(p)(1)(A) of the Code.

            "RESTRICTED SHARES" means Shares granted under the Plan which are
      subject to a risk of forfeiture and which may not be sold, transferred,
      assigned, pledged or otherwise encumbered or disposed of until certain
      conditions specified by the Committee have been satisfied.

            "RETIREMENT" has the meaning ascribed to such term in the Company's
      retirement program as in effect at the time.

            "RIPPLEWOOD" means Ripplewood Holdings L.L.C., a Delaware limited
      liability company.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SHAREHOLDER AGREEMENT" means that certain Amended and Restated
      Shareholder Agreement, as amended, among the Company, Ripplewood and
      certain other shareholders of the Company, as the same may be further
      amended from time to time.

            "SHARES" means the Class A Common Shares, without par value, of the
      Company (including any new, additional or different shares or securities
      resulting from a Change in Capitalization).

            "TAX DATE" means the date as of which the amount of a withholding
      tax payment with respect to the exercise of an Option or with respect to
      Restricted Shares is calculated.

      3. ADMINISTRATION. (a) The Plan shall be administered by the Committee. A
majority of the members of the Committee shall constitute a quorum, and the act
of a majority of the members of the Committee shall constitute the act of the
Committee. Any action reduced to writing and signed by all of the members of the
Committee shall be as fully effective as if it had been taken at a meeting.



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      (b) Subject to the express terms and conditions set forth in the Plan, the
Committee shall have the power from time to time:

            (i) to determine those Eligible Employees to whom Options and
      Restricted Shares are granted under the Plan and the number of Options
      and/or Restricted Shares to be granted to each and to prescribe the terms
      and conditions (which need not be identical) of each Option, including the
      exercise price per Share of each Option, and of each Restricted Share;

            (ii) to construe and interpret the terms of the Plan, the Options
      and the Restricted Shares including, without limitation, to correct any
      defect or omission or to reconcile any inconsistency in the Plan or in any
      Agreement and to establish, amend and revoke rules and regulations for the
      administration of the Plan, in the manner and to the extent the Committee
      deems necessary or advisable to make the Plan fully effective (and all
      decisions and determinations by the Committee in the exercise of this
      power shall be final and binding upon the Company and each Holder);

            (iii) to determine the duration and permitted purposes for any leave
      of absence which may be granted to a Holder without constituting a
      termination of the Holder's employment for purposes of the Plan;

            (iv) to authorize the payment to a Holder, but only with the consent
      of the Holder, in exchange for the cancellation of all or part of an
      Option held by the Holder, of cash in an amount not to exceed the
      difference between the aggregate Fair Market Value of the Shares with
      respect to which the Option is being canceled (as of the effective date of
      such cancellation) and the aggregate exercise price of the Option being
      cancelled; and

            (v) generally, to exercise such powers and to perform such acts as
      the Committee deems necessary or advisable to promote the best interests
      of the Company with respect to the Plan.

      4. SHARES SUBJECT TO THE PLAN. (a) The maximum number of Shares that may
be issued or delivered pursuant to Options granted under the Plan or granted as
Restricted Shares under the Plan is 240,000, subject to adjustment as provided
in Section 9. Such Shares may be authorized but unissued Shares or Shares held
in treasury. The Company shall reserve, for purposes of the Plan, out of its
authorized but unissued Shares or treasury Shares, or partly out of each, such
number of Shares as shall be determined by the Board.

      (b) Whenever any outstanding Option or any portion of an outstanding
Option expires, is canceled or otherwise terminates (other than by exercise) or
whenever any Restricted Share is forfeited, the Shares subject to the
unexercised portion of the Option which has expired, been canceled or has
terminated or the Restricted Share which is forfeited again shall be available
for the grant of Options and Restricted Shares hereunder without reducing the
number of Shares otherwise

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available under the Plan. Shares which have been surrendered to or withheld by
the Company to satisfy all or a portion of the purchase price of an Option or a
tax withholding obligation with respect to an Option or Restricted Shares
thereafter shall not be available under the Plan.

      5. OPTIONS. The terms and conditions of each Option granted under the Plan
shall be set forth in an Agreement. The terms of any Option may differ from the
terms of other Options granted under the Plan at the same time or at any other
time. The Committee may grant more than one Option to a Person during the term
of the Plan, either in addition to, or in substitution for, one or more Options
previously granted to that Person; provided, however, that the maximum aggregate
number of Shares as to which Options may be granted under the Plan to any Person
during the term of the Plan is 50,000. Each Option and Agreement shall be
subject to the following conditions:

            (a) EXERCISE PRICE. No Option may be granted under the Plan with an
      exercise price per Share which is less than the Fair Market Value of a
      Share on the date the Option is granted.


            (b) DURATION. Options shall be for such term as the Committee
      determines at the time the Option is granted; provided, however, that no
      Option shall be exercisable for a period of more than ten years from the
      date the Option is granted. Subsequent to the granting of an Option with a
      term of less than ten years, the Committee may extend the term of the
      Option to any date before the tenth anniversary of the date of grant.

            (c) NON-TRANSFERABILITY. Unless otherwise provided in the Agreement
      with respect to an Option, no Option granted under the Plan shall be
      pledged, assigned, hypothecated or transferred by the Holder other than by
      will or the laws of descent and distribution. Nonqualified Options also
      may be transferred pursuant to a Qualified Domestic Relations Order.
      Options may be exercised during the lifetime of a Holder only by the
      Holder or the Holder's guardian or legal representative. With the consent
      of the Committee, a Holder may designate a person or persons to receive,
      in the event of such Holder's death, an Option or portion of an Option
      held by the Holder at the time of death or any amount payable with respect
      thereto to which the Holder then would be entitled.

            (d) EXERCISABILITY. Subject to acceleration as provided in Section
      5(e), at the time an Option is granted the Committee may provide that the
      Option may be exercised in full or in part only after the passage of a
      specified period or periods of time following the date of grant or only if
      specified conditions have been satisfied. The Committee may accelerate the
      exercisability of any Option or any portion of an Option at any time.
      Subject to the ten-year limitation set forth in Section 5(b), the
      Committee may waive or modify at any time, either before or after an
      Option is granted, any condition, limitation or restriction with respect
      to the exercise of such Option imposed by or pursuant to this Section 5 or
      Section 6 in such circumstances as the Committee, in its discretion, may
      deem appropriate; provided, however, that any such waiver or modification
      with respect to an outstanding Option shall be subject to the limitations
      applicable to amendments to outstanding Options set forth in Section 5(j).



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            (e) ACCELERATION OF EXERCISABILITY. Notwithstanding Section 5(d),
      unless otherwise provided in the Agreement with respect to an Option, each
      Option shall become immediately exercisable upon a Change of Control, upon
      the death or Disability of the Holder of the Option or upon the Retirement
      of the Holder of the Option, if at the time of such Retirement the Holder
      is age 65 or older.

            (f) TERMINATION OF EMPLOYMENT. (i) Unless otherwise set forth in the
      Agreement with respect to an Option, if the original Holder of an Option
      ceases to be employed by the Company, all Options held by the Holder or
      any permitted transferee shall terminate as follows:

            (A) If the termination of the Holder's employment is due to death,
        Disability or Retirement, each Option held by the Holder shall continue
        to be exercisable (to the extent exercisable at the time the Holder's
        employment terminates, including as a result of any acceleration in
        accordance with Section 5(e)) by the Holder, the Holder's estate or any
        person who acquired the right to exercise the Option by bequest,
        inheritance or designation permitted by Section 5(c) for a period of one
        year following such termination of employment (but, in no event, beyond
        the original term of the Option), at the end of which period the Option
        shall terminate in full;

            (B) If the termination of the Holder's employment is for any reason
        other than death, Disability, Retirement or Cause, each Option held by
        the Holder shall continue to be exercisable (to the extent exercisable
        at the time the Holder's employment terminates) for a period of 90 days
        following such termination of employment (but, in no event, beyond the
        original term of the Option), at the end of which period the Option
        shall terminate in full;

            (C) If the Holder's employment is terminated by the Company for
        Cause, each Option held by the Holder, whether exercisable or not, shall
        be terminated in full upon such termination of employment; and

            (D) If the Holder dies following termination of the Holder's
        employment but during the period in which an Option held by the Holder
        continues to be exercisable in accordance with this Section 5(f), such
        Option shall continue to be exercisable (to the extent exercisable at
        the time of Holder's death) by the Holder's estate or by the person who
        acquired the right to exercise the Option by bequest, inheritance or
        designation permitted by Section 5(c) for a period of one year following
        the date of the Holder's death (but, in no event, beyond the original
        term of the Option).

      Notwithstanding the foregoing, the Committee may provide, at the time an
      Option is granted or thereafter, that an Option may be exercised after the
      periods provided for in this Section 5(f) (but, in no event, beyond the
      original term of the Option).

            (ii) At any time that a Holder has the right to exercise an Option
      during a period following termination of employment in accordance with
      clause (A), (B) or (D) of Section 5(f)(i), 


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      the Company shall have the right to cancel the Option by so notifying the
      Holder in writing and agreeing to pay to the Holder, within 10 days, an
      amount equal to the number of Shares subject to the Option multiplied by
      the amount, if any, by which the Fair Market Value of a Share determined
      as of the date the Company gives such notice exceeds the exercise price
      per Share of the Option.

            (g) EXERCISE OF OPTION. (i) An Option may be exercised only by a
      written notice delivered to the Secretary of the Company at the Company's
      principal executive office, specifying the number of Shares to be
      purchased and accompanied by payment therefor and otherwise in accordance
      with the Agreement. The exercise price for the Shares to be purchased
      pursuant to the exercise of an Option shall be paid in full upon such
      exercise in cash, by check, or, at the discretion of the Committee and
      upon such terms and conditions as the Committee may approve, by
      transferring Shares to the Company or by the retention by the Company of
      Shares to be issued upon the exercise of such Option, or any combination
      thereof. Any Shares transferred to the Company or retained by the Company
      as payment of the exercise price of an Option shall be valued at their
      Fair Market Value on the date the Option is exercised. If required by the
      Committee, the Holder shall deliver the Agreement evidencing the Option to
      the Secretary of the Company, who shall endorse on the Agreement a
      notation of such exercise and shall return such Agreement to the Holder.
      Any exercise of an Option for fewer than all of the Shares covered by the
      Option shall be for at least ten Shares. No fractional Shares shall be
      issued upon the exercise of an Option.

            (ii) If the Plan or any law, regulation or interpretation requires
      the Company to take any action regarding the Shares before the Company
      issues certificates for the Shares being purchased, the Company may delay
      delivering the certificates for the Shares for the period necessary to
      take such action; provided, however, that the Company shall use its
      reasonable best efforts to promptly take any such action. The certificate
      or certificates representing Shares acquired upon the exercise of an
      Option may bear a legend restricting the transfer of such Shares to the
      extent required by applicable law, regulation or interpretation, and the
      Company may impose stop transfer instructions to implement such
      restrictions, if applicable.

            (h) RIGHTS OF HOLDER. No Holder shall be deemed for any purpose to
      be the owner of any Shares subject to an Option unless and until the
      Option has been validly exercised, the Company has issued and delivered
      certificates for the Shares to the Holder, and the Holder's name has been
      entered as a shareholder of record on the books of the Company.

            (i) SHAREHOLDER AGREEMENT. Unless otherwise expressly provided in
      the Agreement at the time an Option is granted, if a Holder who is not
      bound by the terms of the Shareholder Agreement exercises an Option, the
      Holder shall become a party to, and shall become bound by, the Shareholder
      Agreement and shall execute any instrument which the Committee reasonably
      determines is necessary for such purpose. Upon the exercise of an Option
      by a Holder who is already bound by the terms of the Shareholder
      Agreement, the Shares acquired by the Holder shall be subject to the
      Shareholder Agreement, and the Holder shall execute any instrument which
      the Committee reasonably determines is necessary for such purpose.


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            (j) AMENDMENT OF OPTIONS. Subject to the terms and provisions of the
      Plan, the Committee may amend any outstanding Option in any respect;
      provided, however, that (i) no such amendment shall reduce the exercise
      price of the Option (except to set forth an adjustment in the exercise
      price made pursuant to Section 9), and (ii) the consent of the Holder of
      the Option to such amendment must be obtained if the amendment would
      adversely affect the rights of the Holder under the Option.

            (k) CERTAIN OPTION EXERCISES PROHIBITED. No Holder of an Option
      shall make any elective contribution or employee contribution (as defined
      for purposes of Treasury Regulation Section 1.401(k)-1(d)(2)(iv)(B)(4)) to
      the Plan (i.e., an exercise of an Option with cash or check) during the
      12- month period after the Holder's receipt of a deemed hardship
      distribution (as defined for purposes of Treasury Regulation Section
      1.401(k)-1(d)(2)(iv)) from a plan of the Company (or of a related party,
      as defined for purposes of Code Section 414(b), (c), (m) or (o)) which
      contains a cash or deferred arrangement under Section 401(k) of the Code;
      provided, however, that the foregoing shall not apply if and to the extent
      that the Committee determines it is not necessary to qualify any such plan
      as a cash or deferred arrangement under Section 401(k) of the Code.

      6. ADDITIONAL PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS. (a) The
following additional terms and provisions shall apply to all Incentive Stock
Options granted under the Plan, notwithstanding any provision of Section 5 to
the contrary:

            (i) No Incentive Stock Option shall be granted to an officer or
      other employee who holds, directly or indirectly (as provided in Section
      424(d) of the Code), at the time of grant more than 10% of the combined
      voting power of all classes of capital shares of the Company or any
      subsidiary unless (i) the exercise price is at least 110% of the Fair
      Market Value of the Shares subject to the Incentive Stock Option on the
      date the Incentive Stock Option is granted, and (ii) the Incentive Stock
      Option is not exercisable after the expiration of five years from the date
      of grant;

            (ii) The aggregate Fair Market Value (determined as of the time an
      Incentive Stock Option is granted) of Shares with respect to which
      Incentive Stock Options are exercisable for the first time by any
      individual in any calendar year shall not exceed $100,000, or such other
      maximum amount permitted by the Code; and

            (iii) No Incentive Stock Option may be granted after March 16, 2007.

      (b) The Committee may grant Incentive Stock Options from time to time to
employees of the Company who formerly were employed by a corporation with which
the Company has entered into a transaction described in Section 424(a) of the
Code in substitution for incentive stock options held by such persons. Any
Incentive Stock Options so granted shall be on such terms and conditions as may
be necessary for the grant to be treated as a substitution under Section 424(a)
of the Code. To the extent contemplated by Section 424(a) of the Code, any
Incentive Stock Options so granted need not comply with the restrictions set
forth in Section 5(a) and 6(a) above.


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         7. RESTRICTED SHARES. The terms and conditions of Restricted Shares
granted under the Plan (including, without limitation, the restrictions
applicable to the Restricted Shares) shall be set forth in an Agreement. The
Committee may grant more than one Restricted Share to a Holder during the term
of this Plan. Each Restricted Share shall be subject to the following
conditions:

              (a) RESTRICTIONS. At the time Restricted Shares are granted, the
       Committee shall specify the restrictions applicable to such Restricted
       Shares and the conditions under which the Restricted Shares will be
       forfeited to the Company and the conditions under which the restrictions
       applicable to the Restricted Shares will lapse. The conditions with
       respect to lapse and forfeiture applicable to the Restricted Shares
       granted under the Plan shall be intended to create a risk of forfeiture,
       as determined for purposes of the Code. Such conditions may include,
       without limitation, passage of a specified period of time during which
       the Holder must remain employed by the Company and/or satisfaction of
       specified performance objectives within a specified period of time. The
       restrictions and the conditions with respect to lapse and forfeiture
       applicable to Restricted Shares need not be uniform for all Restricted
       Shares granted under the Plan or for all Restricted Shares granted to any
       Person under the Plan.

              (b) RIGHTS OF HOLDERS OF RESTRICTED SHARES. Except as otherwise
       provided the Plan or in the Agreement with respect to Restricted Shares,
       a Holder of Restricted Shares granted under the Plan shall have all of
       the rights of a beneficial owner of such Shares (including, without
       limitation, the right to receive dividends with respect to such
       Restricted Shares and to vote such Restricted Shares) unless and until
       the Restricted Shares are forfeited in accordance with the terms of the
       Plan and the Agreement with respect to such Restricted Shares.
       Notwithstanding the foregoing, however, a Holder of Restricted Shares
       shall not be entitled to receive a certificate with respect to the
       Restricted Shares prior to the time the restrictions with respect to such
       Restricted Shares lapse. The Company, however, shall issue a certificate
       or certificates with respect to Restricted Shares in the name of the
       Holder, which it shall pending lapse of the restrictions with respect to
       such Restricted Shares or forfeiture of such Restricted Shares or shall
       issue the Restricted Shares in the Holder's name in uncertificated form.

              (c) TRANSFERABILITY. Restricted Shares shall not be sold,
       transferred, assigned, pledged or otherwise encumbered or disposed of
       prior to the time the restrictions with respect to such Restricted Shares
       lapse, and any attempt by the Holder of the Restricted Shares to do any
       of the foregoing shall be void..

              (d) LAPSE OF RESTRICTIONS. Upon satisfaction of all conditions to
       the lapse of the restrictions with respect to Restricted Shares specified
       in the Plan or the Agreement with respect to such Restricted Shares, or
       at such earlier time as is provided in Section 7(f), all restrictions
       with respect to the Restricted Shares shall lapse (and all rights of the
       Holder of such Restricted Shares immediately will vest), and the Company
       shall deliver to the Holder (or the Holder's beneficiary or estate) a
       certificate or certificates representing the Shares that formerly were
       Restricted Shares, free of all restrictions imposed pursuant to the
       Agreement and this Section 8 (other than as provided in Section 7(g)).


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              (e) FORFEITURE OF RESTRICTED SHARES. If, prior to the time that
       the restrictions with respect to Restricted Shares lapse in accordance
       with Section 7(d), a Holder of Restricted Shares ceases to be employed by
       the Company for any reason other than death, Disability or Retirement at
       age 65, or in such other circumstances as are specified in the Agreement
       with respect to the Restricted Shares, the Restricted Shares shall be
       forfeited, unless the Committee otherwise determines prior to the
       forfeiture.

              (f) ACCELERATION OF VESTING. Notwithstanding the restrictions
       imposed under Section 7(a) with respect to Restricted Shares, unless
       otherwise provided in the Agreement with respect to Restricted Shares,
       all restrictions with respect to Restricted Shares shall lapse (and all
       rights of the Holder of such Restricted Shares immediately shall vest)
       upon a Change of Control, upon the death or Disability of the Holder of
       the Restricted Shares or upon the Retirement of the Holder of the
       Restricted Shares, if at the time of such Retirement the Holder is age 65
       or older

              (g) SHAREHOLDER AGREEMENT. Unless otherwise expressly provided in
       the Agreement at the time Restricted Shares are granted, a Person to whom
       Restricted Shares are granted who is not bound by the term of the
       Shareholder Agreement shall become a party to, and shall become bound by,
       the Shareholder Agreement at the time of such grant and shall execute any
       instrument which the Committee reasonably determines is necessary for
       such purpose. If a Person who already is bound by the terms of the
       Shareholder Agreement is granted Restricted Shares, the Restricted Shares
       shall be granted subject to the Shareholder Agreement, and the Holder
       shall execute any instrument which the Committee reasonably determines is
       necessary for such purpose.

     8. TAX WITHHOLDING. With the approval of the Committee, the Holder of an
Option or Restricted Shares as to which the restrictions have lapsed may elect
to have the Company retain from the Shares to be issued upon the exercise of an
Option or from the certificate with respect to the formerly Restricted Shares to
be delivered to the Holder, or may deliver to the Company, a number of Shares
having a Fair Market Value on the Tax Date equal to all or any part of the
federal, state and local withholding tax payments (whether mandatory or
permissive) to be made on behalf of the Holder with respect to the exercise of
the Option or the lapse of the restrictions with respect to such Restricted
Shares (up to a maximum amount determined by the Holder's top marginal tax rate)
in lieu of making such payments in cash. The Committee may establish rules or
limitations with respect to the exercise of the rights described in this Section
8 from time to time; provided, however, that any such election made by a person
subject to Section 16 of the Exchange Act must be made in accordance with any
applicable rules established thereunder.

     9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of a Change in
Capitalization, the Board or the Committee shall determine the appropriate
adjustments, if any, to the maximum number and class of shares with respect to
which Options or Restricted Shares may be granted under the Plan, the number and
class of shares subject to outstanding Options granted under the Plan and the
exercise price thereof, if applicable, and the number and class of outstanding
Restricted Shares granted under the Plan as to which the restrictions have not
lapsed, and any such determination by the Board or the Committee shall be
conclusive. Any additional Restricted Shares issued pursuant to an adjustment
made under this section with respect to outstanding Restricted Shares shall be

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subject to the same restrictions and conditions with respect to lapse of such
restrictions and forfeiture as the outstanding Restricted Shares with respect to
which the additional Restricted Shares are issued.

     10. TERMINATION AND AMENDMENT OF THE PLAN. Unless earlier terminated by the
Board, the Plan shall terminate on March 17, 2007, and no Options or Restricted
Shares thereafter may be granted under the Plan. The Board may terminate the
Plan at any time and may amend the Plan and outstanding Agreements from time to
time; provided, however, that no such amendment shall be effective unless
approved by the shareholders of the Company, if such shareholder approval is
required (a) so that transactions hereunder will be exempt under Rule 16b-3
under the Exchange Act or (b) to comply with any other applicable law,
regulation or stock exchange rule. The rights and obligations of a Holder with
respect to any Option or Restricted Shares outstanding at the time of any such
amendment to the Plan or any Agreement shall not be adversely altered or
impaired by such amendment, except with the consent of such Holder.

     11. GOVERNING LAW; APPROVALS. (a) The Plan and the rights of all persons
claiming hereunder shall be construed and determined in accordance with the laws
of the State of Ohio without giving effect to the choice of law principles
thereof.

     (b) The obligation of the Company to sell or deliver Shares with respect to
Options granted under the Plan and the grant of Restricted Shares under the Plan
shall be subject to all applicable laws, rules and regulations, including all
applicable federal and state securities laws and the rules of any stock exchange
on which the Shares are listed.

     (c) If at any time the Committee determines, in its absolute discretion,
that the listing, registration or qualification of Shares issuable pursuant to
the Plan is required by any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the grant of an Option or
Restricted Shares or the issuance of Shares upon the exercise of an Option, no
Option or Restricted Shares shall be granted or payment made or Shares issued,
in whole or in part, unless such listing, registration, qualification, consent
or approval has been effected or obtained free of any conditions not acceptable
to the Committee.

     12. EFFECTIVE DATE. The Plan was approved by the Board on March 17, 1997,
subject to approval by the affirmative vote of the holders of Common Shares
entitling them to a majority of the voting power of the Company present in
person or by proxy at the Annual Meeting of Shareholders of the Company to be
held on May 8, 1997. The Plan shall become effective upon the approval of Plan
by the holders of Common Shares entitling them to exercise a majority of the
voting power of the Company present at the Annual Meeting of Shareholders in
person or in proxy.