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                                                                     EXHIBIT 4.2

6.2  TRANSFERABILITY

         (a) Non-Transferable Awards and Options. No Incentive Award and no
right under the Plan, contingent or otherwise, will be (i) assignable,
saleable, or otherwise transferable by a Grantee except by will or by the
laws of descent and distribution (except that an Incentive Agreement may
provide that a Nonstatutory Stock Option may be transferable to a charitable
trust or other charitable organization or to an educational institution) (ii)
subject to any encumbrance, pledge, lien, assignment or charge of any nature;
provided, further that, pursuant to the consent or authorization of the
Committee acting in its sole discretion, a Nonstatutory Stock Option under
the Plan may be assignable or otherwise transferable by a Grantee solely to
his or her spouse pursuant to a marital settlement or similar agreement or a
decree of absolute divorce.

         No transfer by will or by the laws of descent and distribution or
other transfer permitted under this Section 6.2(a) shall be effective to bind
the Company unless the Committee has been furnished with a copy of the
deceased Grantee's enforceable will, marital settlement or similar agreement,
decree of absolute divorce or such other evidence as the Committee deems
necessary to establish the validity of the transfer. Any attempted transfer
in violation of this Section 6.2(a) shall be void and ineffective.

         (b) Ability to Exercise Rights. Subject to a beneficiary designation
pursuant to Section 7.5, only the Grantee (or his legal guardian in the event
of Grantee's Disability), or in the event of his death, his estate, or in the
event of another transfer of the type permitted under Section 6.2(a), his
transferee, may exercise Stock Options, receive cash payments and deliveries
of Shares, and otherwise assume the rights of the Grantee.

         (c) Restrictions on Exercise of Options. The Committee may further
restrict the exercise of any Incentive Stock Option or Nonstatutory Stock
Option by prohibiting such exercise at any time during which and for such
period of time as any Grantee (or any transferee thereof permitted hereunder)
is engaged in any activity determined by the Committee, after full
consideration of the facts presented on behalf of the Company and the Grantee
(or any transferee thereof permitted hereunder), to be detrimental to the
best interests of the Company and its shareholders. The Committee shall
notify the Grantee (or any transferee thereof permitted hereunder) in writing
of any such determination and of the scope and duration of any such
restriction. If the Committee notifies a Grantee (or any transferee thereof
permitted hereunder) in writing that such Grantee (or any transferee thereof
permitted hereunder) is engaged in a detrimental activity and such Grantee
(or any transferee thereof permitted hereunder) has exercised or attempts to
exercise an Incentive Stock Option or a Nonstatutory Stock Option after such
notification but prior to a decision of the Committee based on the full
consideration of all the facts presented on behalf of the Company and the
Grantee (or any transferee thereof permitted hereunder), the Company shall
not be required to recognize such exercise until the Committee has made its
decision and, in the event any exercise shall have taken place, it shall be
of no force and effect (and void ab initio) if the Committee makes an adverse
determination; provided, however, that if the Committee finds in favor of the
Grantee (or any transferee thereof permitted hereunder), then the Grantee (or
any transferee thereof permitted hereunder) will be deemed to have exercised
such Incentive Stock Option or Nonstatutory Stock Option as of the date he or
she originally gave written notice of his or her attempt to exercise or
actual exercise, as the case may be. The decision of the Committee as to the
detrimental nature of the Grantee's (or any transferee's thereof permitted
hereunder) activities shall be final, binding and conclusive.