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                                                                   EXHIBIT 10.16

                            LIBERTY MEDIA CORPORATION
                               2000 INCENTIVE PLAN

             (As Amended and Restated Effective September 11, 2002)

                                    ARTICLE I

                         PURPOSE AND ASSUMPTION OF PLAN

         1.1      PURPOSE. The purpose of the Plan is to promote the success of
the Company by providing a method whereby (i) eligible employees of the Company
and its Subsidiaries and (ii) independent contractors providing services to the
Company and it Subsidiaries may be awarded additional remuneration for services
rendered and encouraged to invest in capital stock of the Company, thereby
increasing their proprietary interest in the Company's businesses, encouraging
them to remain in the employ of the Company or its Subsidiaries, and increasing
their personal interest in the continued success and progress of the Company and
its Subsidiaries. The Plan is also intended to aid in (i) attracting Persons of
exceptional ability to become officers and employees of the Company and its
Subsidiaries and (ii) inducing independent contractors to agree to provide
services to the Company and its Subsidiaries.

         1.2      ASSUMPTION OF PLAN. The Plan was previously adopted as the
Amended and Restated AT&T Corp. Liberty Media Group 2000 Incentive Plan, by the
board of directors of AT&T Corp., the Company's former parent corporation. The
Board of the Company approved the amendment and restatement of the Plan,
effective August 10, 2001, and assumed and adopted the Plan on behalf of the
Company. Grants of Free Standing SARs made under the Plan prior to its amendment
and restatement as of August 10, 2001 were converted, in accordance with their
terms, into Options on August 10, 2001.

         1.3      FURTHER AMENDMENT AND RESTATEMENT OF PLAN. The Plan is being
further amended and restated as set forth herein. The Board of the Company
approved the further amendment and restatement of the Plan, effective September
11, 2002.

                                   ARTICLE II

                                   DEFINITIONS

         2.1      CERTAIN DEFINED TERMS. Capitalized terms not defined elsewhere
in the Plan shall have the following meanings (whether used in the singular or
plural):

                  "Affiliate" of the Company means any corporation, partnership,
         or other business association that, directly or indirectly, through one
         or more intermediaries, controls, is controlled by, or is under common
         control with the Company.

                  "Agreement" means a stock option agreement, stock appreciation
         rights agreement, restricted shares agreement, stock units agreement,
         or an agreement

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         evidencing more than one type of Award, specified in Section 10.5, as
         any such Agreement may be supplemented or amended from time to time.

                  "Approved Transaction" means any transaction in which the
         Board (or, if approval of the Board is not required as a matter of law,
         the stockholders of the Company) shall approve (i) any consolidation or
         merger of the Company, or binding share exchange, pursuant to which
         shares of Common Stock of the Company would be changed or converted
         into or exchanged for cash, securities, or other property, other than
         any such transaction in which the common stockholders of the Company
         immediately prior to such transaction have the same proportionate
         ownership of the Common Stock of, and voting power with respect to, the
         surviving corporation immediately after such transaction, (ii) any
         merger, consolidation, or binding share exchange to which the Company
         is a party as a result of which the Persons who are common stockholders
         of the Company immediately prior thereto have less than a majority of
         the combined voting power of the outstanding capital stock of the
         Company ordinarily (and apart from the rights accruing under special
         circumstances) having the right to vote in the election of directors
         immediately following such merger, consolidation, or binding share
         exchange, (iii) the adoption of any plan or proposal for the
         liquidation or dissolution of the Company, or (iv) any sale, lease,
         exchange, or other transfer (in one transaction or a series of related
         transactions) of all, or substantially all, of the assets of the
         Company.

                  "Award" means a grant of Options, SARs, Restricted Shares,
         Stock Units and/or cash under this Plan.

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

                  "Board Change" means, during any period of two consecutive
         years, individuals who at the beginning of such period constituted the
         entire Board cease for any reason to constitute a majority thereof
         unless the election, or the nomination for election, of each new
         director was approved by a vote of at least two-thirds of the directors
         then still in office who were directors at the beginning of the period.

                  "Code" means the Internal Revenue Code of 1986, as amended
         from time to time, or any successor statute or statutes thereto.
         Reference to any specific Code section shall include any successor
         section.

                  "Committee" means the committee of the Board appointed
         pursuant to Section 3.1 to administer the Plan.

                  "Common Stock" means each or any (as the context may require)
         series of the Company's common stock.

                  "Company" means Liberty Media Corporation, a Delaware
         corporation.

                  "Control Purchase" means any transaction (or series of related
         transactions) in which (i) any person (as such term is defined in
         Sections 13(d)(3) and 14(d)(2) of the

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         Exchange Act), corporation, or other entity (other than the Company,
         any Subsidiary of the Company, or any employee benefit plan sponsored
         by the Company or any Subsidiary of the Company) shall purchase any
         Common Stock of the Company (or securities convertible into Common
         Stock of the Company) for cash, securities, or any other consideration
         pursuant to a tender offer or exchange offer, without the prior consent
         of the Board, or (ii) any person (as such term is so defined),
         corporation, or other entity (other than the Company, any Subsidiary of
         the Company, any employee benefit plan sponsored by the Company, or any
         Subsidiary of the Company or any Exempt Person (as defined below))
         shall become the "beneficial owner" (as such term is defined in Rule
         13d-3 under the Exchange Act), directly or indirectly, of securities of
         the Company representing 20% or more of the combined voting power of
         the then outstanding securities of the Company ordinarily (and apart
         from the rights accruing under special circumstances) having the right
         to vote in the election of directors (calculated as provided in Rule
         13d-3(d) under the Exchange Act in the case of rights to acquire the
         Company's securities), other than in a transaction (or series of
         related transactions) approved by the Board. For purposes of this
         definition, "Exempt Person" means each of (a) the Chairman of the
         Board, the President and each of the directors of the Company as of
         August 10, 2001, and (b) the respective family members, estates, and
         heirs of each of the Persons referred to in clause (a) above and any
         trust or other investment vehicle for the primary benefit of any of
         such Persons or their respective family members or heirs. As used with
         respect to any Person, the term "family member" means the spouse,
         siblings and lineal descendants of such Person.

                  "Disability" means the inability to engage in any substantial
         gainful activity by reason of any medically determinable physical or
         mental impairment which can be expected to result in death or which has
         lasted or can be expected to last for a continuous period of not less
         than 12 months.

                  "Dividend Equivalents" means, with respect to Restricted
         Shares to be issued at the end of the Restriction Period, to the extent
         specified by the Committee only, an amount equal to all dividends and
         other distributions (or the economic equivalent thereof) which are
         payable to stockholders of record during the Restriction Period on a
         like number and kind of shares of Common Stock.

                  "Domestic Relations Order" means a domestic relations order as
         defined by the Code or Title I of the Employee Retirement Income
         Security Act, or the rules thereunder.

                  "Effective Date" means December 6, 2000, the date on which the
         Plan originally became effective.

                  "Equity Security" shall have the meaning ascribed to such term
         in Section 3(a)(11) of the Exchange Act, and an equity security of an
         issuer shall have the meaning ascribed thereto in Rule 16a-1
         promulgated under the Exchange Act, or any successor Rule.

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                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended from time to time, or any successor statute or statutes
         thereto. Reference to any specific Exchange Act section shall include
         any successor section.

                  "Fair Market Value" of a share of any series of Common Stock
         on any day means the last sale price (or, if no last sale price is
         reported, the average of the high bid and low asked prices) for a share
         of such series of Common Stock on such day (or, if such day is not a
         trading day, on the next preceding trading day) as reported on the
         consolidated transaction reporting system for the principal national
         securities exchange on which shares of such series of Common Stock are
         listed on such day or if such shares are not then listed on a national
         securities exchange, then as reported on Nasdaq or, if such shares are
         not then listed or quoted on Nasdaq, then as quoted by the National
         Quotation Bureau Incorporated. If for any day the Fair Market Value of
         a share of the applicable series of Common Stock is not determinable by
         any of the foregoing means, then the Fair Market Value for such day
         shall be determined in good faith by the Committee on the basis of such
         quotations and other considerations as the Committee deems appropriate.

                  "Free Standing SAR" has the meaning ascribed thereto in
         Section 7.1.

                  "Holder" means a Person who has received an Award under this
         Plan.

                  "Nasdaq" means The Nasdaq Stock Market.

                  "Nonqualified Stock Option" means a stock option granted under
         Article VI.

                  "Option" means a Nonqualified Stock Option.

                  "Person" means an individual, corporation, limited liability
         company, partnership, trust, incorporated or unincorporated
         association, joint venture or other entity of any kind.

                  "Plan" means this Liberty Media Corporation 2000 Incentive
         Plan (As Amended and Restated Effective September 11, 2002).

                  "Restricted Shares" means shares of any series of Common Stock
         or the right to receive shares of any specified series of Common Stock,
         as the case may be, awarded pursuant to Article VIII.

                  "Restriction Period" means a period of time beginning on the
         date of each Award of Restricted Shares and ending on the Vesting Date
         with respect to such Award.

                  "Retained Distribution" has the meaning ascribed thereto in
         Section 8.3.

                  "SARs" means stock appreciation rights, awarded pursuant to
         Article VII, with respect to shares of any specified series of Common
         Stock.

                  "Stock Unit Awards" has the meaning ascribed thereto in
         Section 9.1.

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                  "Subsidiary" of a Person means any present or future
         subsidiary (as defined in Section 424(f) of the Code) of such Person or
         any business entity in which such Person owns, directly or indirectly,
         50% or more of the voting, capital, or profits interests. An entity
         shall be deemed a subsidiary of a Person for purposes of this
         definition only for such periods as the requisite ownership or control
         relationship is maintained.

                  "Tandem SARs" has the meaning ascribed thereto in Section 7.1.

                  "Vesting Date," with respect to any Restricted Shares awarded
         hereunder, means the date on which such Restricted Shares cease to be
         subject to a risk of forfeiture, as designated in or determined in
         accordance with the Agreement with respect to such award of Restricted
         Shares pursuant to Article VIII. If more than one Vesting Date is
         designated for an award of Restricted Shares, reference in the Plan to
         a Vesting Date in respect of such Award shall be deemed to refer to
         each part of such Award and the Vesting Date for such part.

                                   ARTICLE III

                                 ADMINISTRATION

         3.1      COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board unless a different committee is appointed by the Board.
The Committee shall be comprised of not less than two Persons. The Board may
from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed, may fill vacancies in the Committee,
and may remove members of the Committee. The Committee shall select one of its
members as its chairman and shall hold its meetings at such times and places as
it shall deem advisable. A majority of its members shall constitute a quorum and
all determinations shall be made by a majority of such quorum. Any determination
reduced to writing and signed by all of the members shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held.

         3.2      POWERS. The Committee shall have full power and authority to
grant to eligible Persons Options under Article VI of the Plan, SARs under
Article VII of the Plan, Restricted Shares under Article VIII of the Plan,
and/or Stock Units under Article IX of the Plan, to determine the terms and
conditions (which need not be identical) of all Awards so granted, to interpret
the provisions of the Plan and any Agreements relating to Awards granted under
the Plan, and to supervise the administration of the Plan. The Committee in
making an Award may provide for the granting or issuance of additional,
replacement, or alternative Awards upon the occurrence of specified events,
including the exercise of the original Award. The Committee shall have sole
authority in the selection of Persons to whom Awards may be granted under the
Plan and in the determination of the timing, pricing, and amount of any such
Award, subject only to the express provisions of the Plan. In making
determinations hereunder, the Committee may take into account the nature of the
services rendered by the respective employees and independent contractors, their
present and potential contributions to the success of the Company and its
Subsidiaries, and such other factors as the Committee in its discretion deems
relevant.

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         3.3      INTERPRETATION. The Committee is authorized, subject to the
provisions of the Plan, to establish, amend, and rescind such rules and
regulations as it deems necessary or advisable for the proper administration of
the Plan and to take such other action in connection with or in relation to the
Plan as it deems necessary or advisable. Each action and determination made or
taken pursuant to the Plan by the Committee, including any interpretation or
construction of the Plan, shall be final and conclusive for all purposes and
upon all Persons. No member of the Committee shall be liable for any action or
determination made or taken by him or the Committee in good faith with respect
to the Plan.

                                   ARTICLE IV

                           SHARES SUBJECT TO THE PLAN

         4.1      NUMBER OF SHARES. Subject to the provisions of this Article
IV, the maximum number of shares of Common Stock with respect to which Awards
may be granted during the term of the Plan shall be 160 million shares. Shares
of Common Stock will be made available from the authorized but unissued shares
of the Company or from shares reacquired by the Company, including shares
purchased in the open market. The shares of Common Stock subject to (i) any
Award granted under the Plan that shall expire, terminate or be annulled for any
reason without having been exercised (or considered to have been exercised as
provided in Section 7.2), (ii) any Award of any SARs granted under the Plan that
shall be exercised for cash, and (iii) any Award of Restricted Shares or Stock
Units that shall be forfeited prior to becoming vested (provided that the Holder
received no benefits of ownership of such Restricted Shares or Stock Units other
than voting rights and the accumulation of Retained Distributions and unpaid
Dividend Equivalents that are likewise forfeited) shall again be available for
purposes of the Plan. Except for Awards described in Section 10.1, no Person may
be granted in any calendar year Awards covering more than 25 million shares of
Common Stock (as such amount may be adjusted from time to time as provided in
Section 4.2).

         4.2      ADJUSTMENTS. If the Company subdivides its outstanding shares
of any series of Common Stock into a greater number of shares of such series of
Common Stock (by stock dividend, stock split, reclassification, or otherwise) or
combines its outstanding shares of any series of Common Stock into a smaller
number of shares of such series of Common Stock (by reverse stock split,
reclassification, or otherwise) or if the Committee determines that any stock
dividend, extraordinary cash dividend, reclassification, recapitalization,
reorganization, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase such series of Common Stock, or other similar
corporate event (including mergers or consolidations other than those which
constitute Approved Transactions, adjustments with respect to which shall be
governed by Section 10.1(b)) affects any series of Common Stock so that an
adjustment is required to preserve the benefits or potential benefits intended
to be made available under this Plan, then the Committee, in its sole discretion
and in such manner as the Committee may deem equitable and appropriate, may make
such adjustments to any or all of (i) the number and kind of shares of stock
which thereafter may be awarded, optioned, or otherwise made subject to the
benefits contemplated by the Plan, (ii) the number and kind of shares of stock
subject to outstanding Awards, and (iii) the purchase or exercise price and the
relevant appreciation base

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with respect to any of the foregoing, PROVIDED, HOWEVER, that the number of
shares subject to any Award shall always be a whole number. Notwithstanding the
foregoing, if all shares of any series of Common Stock are redeemed, then each
outstanding Award shall be adjusted to substitute for the shares of such series
of Common Stock subject thereto the kind and amount of cash, securities or other
assets issued or paid in the redemption of the equivalent number of shares of
such series of Common Stock and otherwise the terms of such Award, including, in
the case of Options or similar rights, the total exercise price, and, in the
case of Free Standing SARs, the base price, shall remain constant before and
after the substitution (unless otherwise determined by the Committee and
provided in the applicable Agreement). The Committee may, if deemed appropriate,
provide for a cash payment to any Holder of an Award in connection with any
adjustment made pursuant to this Section 4.2.

                                    ARTICLE V

                                   ELIGIBILITY

         5.1      GENERAL. The Persons who shall be eligible to participate in
the Plan and to receive Awards under the Plan shall, subject to Section 5.2, be
such Persons who are employees (including officers and directors) of or
independent contractors providing services to the Company or its Subsidiaries as
the Committee shall select. Awards may be made to employees or independent
contractors who hold or have held Awards under this Plan or any similar or other
awards under any other plan of the Company or any of its Affiliates.

         5.2      INELIGIBILITY. No member of the Committee, while serving as
such, shall be eligible to receive an Award.

                                   ARTICLE VI

                                  STOCK OPTIONS

         6.1      GRANT OF OPTIONS. Subject to the limitations of the Plan, the
Committee shall designate from time to time those eligible Persons to be granted
Options, the time when each Option shall be granted to such eligible Persons,
the series and number of shares of Common Stock subject to such Option, and,
subject to Section 6.2, the purchase price of the shares of Common Stock subject
to such Option.

         6.2      OPTION PRICE. The price at which shares may be purchased upon
exercise of an Option shall be fixed by the Committee and may be more than, less
than, or equal to the Fair Market Value of the shares of the applicable series
of Common Stock subject to the Option as of the date the Option is granted.

         6.3      TERM OF OPTIONS. Subject to the provisions of the Plan with
respect to death, retirement, and termination of employment, the term of each
Option shall be for such period as the Committee shall determine as set forth in
the applicable Agreement.

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         6.4      EXERCISE OF OPTIONS. An Option granted under the Plan shall
become (and remain) exercisable during the term of the Option to the extent
provided in the applicable Agreement and this Plan and, unless the Agreement
otherwise provides, may be exercised to the extent exercisable, in whole or in
part, at any time and from time to time during such term; PROVIDED, HOWEVER,
that subsequent to the grant of an Option, the Committee, at any time before
complete termination of such Option, may accelerate the time or times at which
such Option may be exercised in whole or in part (without reducing the term of
such Option).

         6.5      MANNER OF EXERCISE.

                  (a)    FORM OF PAYMENT. An Option shall be exercised by
         written notice to the Company upon such terms and conditions as the
         Agreement may provide and in accordance with such other procedures for
         the exercise of Options as the Committee may establish from time to
         time. The method or methods of payment of the purchase price for the
         shares to be purchased upon exercise of an Option and of any amounts
         required by Section 10.9 shall be determined by the Committee and may
         consist of (i) cash, (ii) check, (iii) promissory note, (iv) whole
         shares of any series of Common Stock, (v) the withholding of shares of
         the applicable series of Common Stock issuable upon such exercise of
         the Option, (vi) the delivery, together with a properly executed
         exercise notice, of irrevocable instructions to a broker to deliver
         promptly to the Company the amount of sale or loan proceeds required to
         pay the purchase price, or (vii) any combination of the foregoing
         methods of payment, or such other consideration and method of payment
         as may be permitted for the issuance of shares under the Delaware
         General Corporation Law. The permitted method or methods of payment of
         the amounts payable upon exercise of an Option, if other than in cash,
         shall be set forth in the applicable Agreement and may be subject to
         such conditions as the Committee deems appropriate.

                  (b)    VALUE OF SHARES. Unless otherwise determined by the
         Committee and provided in the applicable Agreement, shares of any
         series of Common Stock delivered in payment of all or any part of the
         amounts payable in connection with the exercise of an Option, and
         shares of any series of Common Stock withheld for such payment, shall
         be valued for such purpose at their Fair Market Value as of the
         exercise date.

                  (c)    ISSUANCE OF SHARES. The Company shall effect the
         transfer of the shares of Common Stock purchased under the Option as
         soon as practicable after the exercise thereof and payment in full of
         the purchase price therefor and of any amounts required by Section
         10.9, and within a reasonable time thereafter, such transfer shall be
         evidenced on the books of the Company. Unless otherwise determined by
         the Committee and provided in the applicable Agreement, (i) no Holder
         or other Person exercising an Option shall have any of the rights of a
         stockholder of the Company with respect to shares of Common Stock
         subject to an Option granted under the Plan until due exercise and full
         payment has been made, and (ii) no adjustment shall be made for cash
         dividends or other rights for which the record date is prior to the
         date of such due exercise and full payment.

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         6.6      NONTRANSFERABILITY. Unless otherwise determined by the
Committee and provided in the applicable Agreement, Options shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a Domestic Relations Order, and, except as otherwise required
pursuant to a Domestic Relations Order, Options may be exercised during the
lifetime of the Holder thereof only by such Holder (or his or her
court-appointed legal representative).

                                   ARTICLE VII

                                      SARs

         7.1      GRANT OF SARs. Subject to the limitations of the Plan, SARs
may be granted by the Committee to such eligible Persons in such numbers, with
respect to any specified series of Common Stock, and at such times during the
term of the Plan as the Committee shall determine. A SAR may be granted to a
Holder of an Option (hereinafter called a "related Option") with respect to all
or a portion of the shares of Common Stock subject to the related Option (a
"Tandem SAR") or may be granted separately to an eligible employee (a "Free
Standing SAR"). Subject to the limitations of the Plan, SARs shall be
exercisable in whole or in part upon notice to the Company upon such terms and
conditions as are provided in the Agreement.

         7.2      TANDEM SARs. A Tandem SAR may be granted either concurrently
with the grant of the related Option or at any time thereafter prior to the
complete exercise, termination, expiration, or cancellation of such related
Option. Tandem SARs shall be exercisable only at the time and to the extent that
the related Option is exercisable (and may be subject to such additional
limitations on exercisability as the Agreement may provide) and in no event
after the complete termination or full exercise of the related Option. Upon the
exercise or termination of the related Option, the Tandem SARs with respect
thereto shall be canceled automatically to the extent of the number of shares of
Common Stock with respect to which the related Option was so exercised or
terminated. Subject to the limitations of the Plan, upon the exercise of a
Tandem SAR and unless otherwise determined by the Committee and provided in the
applicable Agreement, (i) the Holder thereof shall be entitled to receive from
the Company, for each share of the applicable series of Common Stock with
respect to which the Tandem SAR is being exercised, consideration (in the form
determined as provided in Section 7.4) equal in value to the excess of the Fair
Market Value of a share of the applicable series of Common Stock with respect to
which the Tandem SAR was granted on the date of exercise over the related Option
purchase price per share, and (ii) the related Option with respect thereto shall
be canceled automatically to the extent of the number of shares of Common Stock
with respect to which the Tandem SAR was so exercised.

         7.3      FREE STANDING SARs. Free Standing SARs shall be exercisable at
the time, to the extent and upon the terms and conditions set forth in the
applicable Agreement. The base price of a Free Standing SAR may be more than,
less than, or equal to the Fair Market Value of the applicable series of Common
Stock with respect to which the Free Standing SAR was granted as of the date the
Free Standing SAR is granted. Subject to the limitations of the Plan, upon the
exercise of a Free Standing SAR and unless otherwise determined by the Committee
and provided in the applicable Agreement, the Holder thereof shall be entitled
to receive from the Company, for each share of the applicable series of Common
Stock with respect to which the

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Free Standing SAR is being exercised, consideration (in the form determined as
provided in Section 7.4) equal in value to the excess of the Fair Market Value
of a share of the applicable series of Common Stock with respect to which the
Free Standing SAR was granted on the date of exercise over the base price per
share of such Free Standing SAR.

         7.4      CONSIDERATION. The consideration to be received upon the
exercise of a SAR by the Holder shall be paid in cash, shares of the applicable
series of Common Stock with respect to which the SAR was granted (valued at Fair
Market Value on the date of exercise of such SAR), a combination of cash and
such shares of the applicable series of Common Stock or such other
consideration, in each case, as provided in the Agreement. No fractional shares
of Common Stock shall be issuable upon exercise of a SAR, and unless otherwise
provided in the applicable Agreement, the Holder will receive cash in lieu of
fractional shares. Unless the Committee shall otherwise determine, to the extent
a Free Standing SAR is exercisable, it will be exercised automatically for cash
on its expiration date.

         7.5      LIMITATIONS. The applicable Agreement may provide for a limit
on the amount payable to a Holder upon exercise of SARs at any time or in the
aggregate, for a limit on the number of SARs that may be exercised by the Holder
in whole or in part for cash during any specified period, for a limit on the
time periods during which a Holder may exercise SARs, and for such other limits
on the rights of the Holder and such other terms and conditions of the SAR,
including, without limitation, a condition that the SAR may be exercised only in
accordance with rules and regulations adopted from time to time, as the
Committee may determine. Unless otherwise so provided in the applicable
Agreement, any such limit relating to a Tandem SAR shall not restrict the
exercisability of the related Option. Such rules and regulations may govern the
right to exercise SARs granted prior to the adoption or amendment of such rules
and regulations as well as SARs granted thereafter.

         7.6      EXERCISE. For purposes of this Article VII, the date of
exercise of a SAR shall mean the date on which the Company shall have received
notice from the Holder of the SAR of the exercise of such SAR (unless otherwise
determined by the Committee and provided in the applicable Agreement).

         7.7      NONTRANSFERABILITY. Unless otherwise determined by the
Committee and provided in the applicable Agreement, (i) SARs shall not be
transferable other than by will or the laws of descent and distribution or
pursuant to a Domestic Relations Order, and (ii) except as otherwise required
pursuant to a Domestic Relations Order, SARs may be exercised during the
lifetime of the Holder thereof only by such Holder (or his or her
court-appointed legal representative).

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                                  ARTICLE VIII

                                RESTRICTED SHARES

         8.1      GRANT. Subject to the limitations of the Plan, the Committee
shall designate those eligible Persons to be granted awards of Restricted
Shares, shall determine the time when each such Award shall be granted, shall
determine whether shares of Common Stock covered by awards of Restricted Shares
will be issued at the beginning or the end of the Restriction Period and whether
Dividend Equivalents will be paid during the Restriction Period in the event
shares of the applicable series of Common Stock are to be issued at the end of
the Restriction Period, and shall designate (or set forth the basis for
determining) the Vesting Date or Vesting Dates for each award of Restricted
Shares, and may prescribe other restrictions, terms, and conditions applicable
to the vesting of such Restricted Shares in addition to those provided in the
Plan. The Committee shall determine the price, if any, to be paid by the Holder
for the Restricted Shares; PROVIDED, HOWEVER, that the issuance of Restricted
Shares shall be made for at least the minimum consideration necessary to permit
such Restricted Shares to be deemed fully paid and nonassessable. All
determinations made by the Committee pursuant to this Section 8.1 shall be
specified in the Agreement.

         8.2      ISSUANCE OF RESTRICTED SHARES AT BEGINNING OF THE RESTRICTION
PERIOD. If shares of the applicable series of Common Stock are issued at the
beginning of the Restriction Period, the stock certificate or certificates
representing such Restricted Shares shall be registered in the name of the
Holder to whom such Restricted Shares shall have been awarded. During the
Restriction Period, certificates representing the Restricted Shares and any
securities constituting Retained Distributions shall bear a restrictive legend
to the effect that ownership of the Restricted Shares (and such Retained
Distributions), and the enjoyment of all rights appurtenant thereto, are subject
to the restrictions, terms, and conditions provided in the Plan and the
applicable Agreement. Such certificates shall remain in the custody of the
Company or its designee, and the Holder shall deposit with the custodian stock
powers or other instruments of assignment, each endorsed in blank, so as to
permit retransfer to the Company of all or any portion of the Restricted Shares
and any securities constituting Retained Distributions that shall be forfeited
or otherwise not become vested in accordance with the Plan and the applicable
Agreement.

         8.3      RESTRICTIONS. Restricted Shares issued at the beginning of the
Restriction Period shall constitute issued and outstanding shares of the
applicable series of Common Stock for all corporate purposes. The Holder will
have the right to vote such Restricted Shares, to receive and retain such
dividends and distributions, as the Committee may designate, paid or distributed
on such Restricted Shares, and to exercise all other rights, powers, and
privileges of a Holder of shares of the applicable series of Common Stock with
respect to such Restricted Shares; EXCEPT, THAT, unless otherwise determined by
the Committee and provided in the applicable Agreement, (a) the Holder will not
be entitled to delivery of the stock certificate or certificates representing
such Restricted Shares until the Restriction Period shall have expired and
unless all other vesting requirements with respect thereto shall have been
fulfilled or waived; (b) the Company or its designee will retain custody of the
stock certificate or certificates representing the Restricted Shares during the
Restriction Period as provided in Section 8.2; (c) other than such dividends and

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distributions as the Committee may designate, the Company or its designee will
retain custody of all distributions ("Retained Distributions") made or declared
with respect to the Restricted Shares (and such Retained Distributions will be
subject to the same restrictions, terms and vesting, and other conditions as are
applicable to the Restricted Shares) until such time, if ever, as the Restricted
Shares with respect to which such Retained Distributions shall have been made,
paid, or declared shall have become vested, and such Retained Distributions
shall not bear interest or be segregated in a separate account; (d) the Holder
may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the
Restricted Shares or any Retained Distributions or his interest in any of them
during the Restriction Period; and (e) a breach of any restrictions, terms, or
conditions provided in the Plan or established by the Committee with respect to
any Restricted Shares or Retained Distributions will cause a forfeiture of such
Restricted Shares and any Retained Distributions with respect thereto.

         8.4      ISSUANCE OF STOCK AT END OF THE RESTRICTION PERIOD. Restricted
Shares issued at the end of the Restriction Period shall not constitute issued
and outstanding shares of the applicable series of Common Stock, and the Holder
shall not have any of the rights of a stockholder with respect to the shares of
Common Stock covered by such an award of Restricted Shares, in each case until
such shares shall have been transferred to the Holder at the end of the
Restriction Period. If and to the extent that shares of Common Stock are to be
issued at the end of the Restriction Period, the Holder shall be entitled to
receive Dividend Equivalents with respect to the shares of Common Stock covered
thereby either (i) during the Restriction Period or (ii) in accordance with the
rules applicable to Retained Distributions, as the Committee may specify in the
Agreement.

         8.5      CASH AWARDS. In connection with any award of Restricted
Shares, an Agreement may provide for the payment of a cash amount to the Holder
of such Restricted Shares at any time after such Restricted Shares shall have
become vested. Such cash awards shall be payable in accordance with such
additional restrictions, terms, and conditions as shall be prescribed by the
Committee in the Agreement and shall be in addition to any other salary,
incentive, bonus, or other compensation payments which such Holder shall be
otherwise entitled or eligible to receive from the Company.

         8.6      COMPLETION OF RESTRICTION PERIOD. On the Vesting Date with
respect to each award of Restricted Shares and the satisfaction of any other
applicable restrictions, terms, and conditions, (a) all or the applicable
portion of such Restricted Shares shall become vested, (b) any Retained
Distributions and any unpaid Dividend Equivalents with respect to such
Restricted Shares shall become vested to the extent that the Restricted Shares
related thereto shall have become vested, and (c) any cash award to be received
by the Holder with respect to such Restricted Shares shall become payable, all
in accordance with the terms of the applicable Agreement. Any such Restricted
Shares, Retained Distributions, and any unpaid Dividend Equivalents that shall
not become vested shall be forfeited to the Company, and the Holder shall not
thereafter have any rights (including dividend and voting rights) with respect
to such Restricted Shares, Retained Distributions, and any unpaid Dividend
Equivalents that shall have been so forfeited. The Committee may, in its
discretion, provide that the delivery of any Restricted Shares, Retained
Distributions, and unpaid Dividend Equivalents that shall have become vested,
and payment of any cash awards that shall have become payable, shall be

                                      -12-
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deferred until such date or dates as the recipient may elect. Any election of a
recipient pursuant to the preceding sentence shall be filed in writing with the
Committee in accordance with such rules and regulations, including any deadline
for the making of such an election, as the Committee may provide.

                                   ARTICLE IX

                                   STOCK UNITS

         9.1      GRANT. In addition to granting awards of Options, SARs, and
Restricted Shares, the Committee shall, subject to the limitations of the Plan,
have authority to grant to eligible Persons awards of Stock Units which may be
in the form of shares of any specified series of Common Stock or units, the
value of which is based, in whole or in part, on the Fair Market Value of the
shares of any specified series of Common Stock. Subject to the provisions of the
Plan, including any rules established pursuant to Section 9.2, awards of Stock
Units shall be subject to such terms, restrictions, conditions, vesting
requirements, and payment rules as the Committee may determine in its
discretion, which need not be identical for each Award. The determinations made
by the Committee pursuant to this Section 9.1 shall be specified in the
applicable Agreement.

         9.2      RULES. The Committee may, in its discretion, establish any or
all of the following rules for application to an Award of Stock Units:

                  (a)    Any shares of Common Stock which are part of an award
         of Stock Units may not be assigned, sold, transferred, pledged, or
         otherwise encumbered prior to the date on which the shares are issued
         or, if later, the date provided by the Committee at the time of the
         Award.

                  (b)    Such Awards may provide for the payment of cash
         consideration by the Person to whom such Award is granted or provide
         that the Award, and any shares of Common Stock to be issued in
         connection therewith, if applicable, shall be delivered without the
         payment of cash consideration; PROVIDED, HOWEVER, that the issuance of
         any shares of Common Stock in connection with an Award of Stock Units
         shall be for at least the minimum consideration necessary to permit
         such shares to be deemed fully paid and nonassessable.

                  (c)    Awards of Stock Units may relate in whole or in part to
         performance or other criteria established by the Committee at the time
         of grant.

                  (d)    Awards of Stock Units may provide for deferred payment
         schedules, vesting over a specified period of employment, the payment
         (on a current or deferred basis) of dividend equivalent amounts with
         respect to the number of shares of Common Stock covered by the Award,
         and elections by the employee to defer payment of the Award or the
         lifting of restrictions on the Award, if any.

                                      -13-
<Page>

                  (e)    In such circumstances as the Committee may deem
         advisable, the Committee may waive or otherwise remove, in whole or in
         part, any restrictions or limitations to which a Stock Unit Award was
         made subject at the time of grant.

                                    ARTICLE X

                               GENERAL PROVISIONS

         10.1     ACCELERATION OF OPTIONS, SARs, RESTRICTED SHARES AND STOCK
UNITS.

                  (a)    DEATH OR DISABILITY. If a Holder's employment shall
         terminate by reason of death or Disability, notwithstanding any
         contrary waiting period, installment period, vesting schedule, or
         Restriction Period in any Agreement or in the Plan, unless the
         applicable Agreement provides otherwise: (i) in the case of an Option
         or SAR, each outstanding Option or SAR granted under the Plan shall
         immediately become exercisable in full in respect of the aggregate
         number of shares covered thereby; (ii) in the case of Restricted
         Shares, the Restriction Period applicable to each such Award of
         Restricted Shares shall be deemed to have expired and all such
         Restricted Shares, any related Retained Distributions and any unpaid
         Dividend Equivalents shall become vested and any cash amounts payable
         pursuant to the applicable Agreement shall be adjusted in such manner
         as may be provided in the Agreement; and (iii) in the case of Stock
         Units, each such award of Stock Units shall become vested in full.

                  (b)    APPROVED TRANSACTIONS; BOARD CHANGE; CONTROL PURCHASE.
         In the event of any Approved Transaction, Board Change or Control
         Purchase, notwithstanding any contrary waiting period, installment
         period, vesting schedule, or Restriction Period in any Agreement or in
         the Plan, unless the applicable Agreement provides otherwise: (i) in
         the case of an Option or SAR, each such outstanding Option or SAR
         granted under the Plan shall become exercisable in full in respect of
         the aggregate number of shares covered thereby; (ii) in the case of
         Restricted Shares, the Restriction Period applicable to each such Award
         of Restricted Shares shall be deemed to have expired and all such
         Restricted Shares, any related Retained Distributions, and any unpaid
         Dividend Equivalents shall become vested and any cash amounts payable
         pursuant to the applicable Agreement shall be adjusted in such manner
         as may be provided in the Agreement; and (iii) in the case of Stock
         Units, each such award of Stock Units shall become vested in full, in
         each case effective upon the Board Change or Control Purchase or
         immediately prior to consummation of the Approved Transaction.
         Notwithstanding the foregoing, unless otherwise provided in the
         applicable Agreement, the Committee may, in its discretion, determine
         that any or all outstanding Awards of any or all types granted pursuant
         to the Plan will not vest or become exercisable on an accelerated basis
         in connection with an Approved Transaction if effective provision has
         been made for the taking of such action which, in the opinion of the
         Committee, is equitable and appropriate to substitute a new Award for
         such Award or to assume such Award and to make such new or assumed
         Award, as nearly as may be practicable, equivalent to the old Award
         (before giving effect to any acceleration of the vesting or
         exercisability thereof), taking into account, to the extent applicable,
         the kind and amount of securities, cash, or other assets into or for

                                      -14-
<Page>

         which the applicable series of Common Stock may be changed, converted,
         or exchanged in connection with the Approved Transaction.

         10.2     TERMINATION OF EMPLOYMENT.

                  (a)    GENERAL. If a Holder's employment shall terminate prior
         to the complete exercise of an Option or SAR (or deemed exercise
         thereof, as provided in Section 7.2) or during the Restriction Period
         with respect to any Restricted Shares or prior to the vesting or
         complete exercise of any Stock Units, then such Option, SAR, or Stock
         Unit shall thereafter be exercisable, and the Holder's rights to any
         unvested Restricted Shares, Retained Distributions, unpaid Dividend
         Equivalents, and cash amounts and any such unvested Stock Units shall
         thereafter vest, in each case solely to the extent provided in the
         applicable Agreement; PROVIDED, HOWEVER, that, unless otherwise
         determined by the Committee and provided in the applicable Agreement,
         (i) no Option or SAR may be exercised after the scheduled expiration
         date thereof; (ii) if the Holder's employment terminates by reason of
         death or Disability, the Option or SAR shall remain exercisable for a
         period of at least one year following such termination (but not later
         than the scheduled expiration of such Option or SAR); and (iii) any
         termination of the Holder's employment for cause will be treated in
         accordance with the provisions of Section 10.2(b).

                  (b)    TERMINATION FOR CAUSE. If a Holder's employment with
         the Company or a Subsidiary of the Company shall be terminated by the
         Company or such Subsidiary during the Restriction Period with respect
         to any Restricted Shares, or prior to the exercise of any Option or
         SAR, or prior to the vesting or complete exercise of any Stock Unit for
         cause (for these purposes, cause shall have the meaning ascribed
         thereto in any employment agreement to which such Holder is a party or,
         in the absence thereof, shall include, but not be limited to,
         insubordination, dishonesty, incompetence, moral turpitude, other
         misconduct of any kind, and the refusal to perform his duties and
         responsibilities for any reason other than illness or incapacity;
         PROVIDED, HOWEVER, that if such termination occurs within 12 months
         after an Approved Transaction or Control Purchase or Board Change,
         termination for cause shall mean only a felony conviction for fraud,
         misappropriation, or embezzlement), then, unless otherwise determined
         by the Committee and provided in the applicable Agreement, (i) all
         Options and SARs and all unvested or unexercised Stock Units held by
         such Holder shall immediately terminate and (ii) such Holder's rights
         to all Restricted Shares, Retained Distributions, any unpaid Dividend
         Equivalents, and any cash awards shall be forfeited immediately.

                  (c)    MISCELLANEOUS. The Committee may determine whether any
         given leave of absence constitutes a termination of employment;
         PROVIDED, HOWEVER, that for purposes of the Plan, (i) a leave of
         absence, duly authorized in writing by the Company for military service
         or sickness, or for any other purpose approved by the Company if the
         period of such leave does not exceed 90 days, and (ii) a leave of
         absence in excess of 90 days, duly authorized in writing by the Company
         provided the employee's right to reemployment is guaranteed either by
         statute or contract, shall not be deemed a termination of employment.
         Unless otherwise determined by the Committee and provided in the

                                      -15-
<Page>

         applicable Agreement, Awards made under the Plan shall not be affected
         by any change of employment so long as the Holder continues to be an
         employee of the Company.

         10.3     RIGHT OF COMPANY TO TERMINATE EMPLOYMENT. Nothing contained in
the Plan or in any Award, and no action of the Company or the Committee with
respect thereto, shall confer or be construed to confer on any Holder any right
to continue in the employ of the Company or any of its Subsidiaries or interfere
in any way with the right of the Company or any Subsidiary of the Company to
terminate the employment of the Holder at any time, with or without cause,
subject, however, to the provisions of any employment agreement between the
Holder and the Company or any Subsidiary of the Company.

         10.4     NONALIENATION OF BENEFITS. Except as set forth herein, no
right or benefit under the Plan shall be subject to anticipation, alienation,
sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance, or
charge, and any attempt to anticipate, alienate, sell, assign, hypothecate,
pledge, exchange, transfer, encumber or charge the same shall be void. No right
or benefit hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities, or torts of the Person entitled to such benefits.

         10.5     WRITTEN AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a stock option agreement; each SAR shall be evidenced by a
stock appreciation rights agreement; each award of Restricted Shares shall be
evidenced by a restricted shares agreement; and each award of Stock Units shall
be evidenced by a stock units agreement, each in such form and containing such
terms and provisions not inconsistent with the provisions of the Plan as the
Committee from time to time shall approve; PROVIDED, HOWEVER, that if more than
one type of Award is made to the same Holder, such Awards may be evidenced by a
single Agreement with such Holder. Each grantee of an Option, SAR, Restricted
Shares, or Stock Units shall be notified promptly of such grant, and a written
Agreement shall be promptly executed and delivered by the Company. Any such
written Agreement may contain (but shall not be required to contain) such
provisions as the Committee deems appropriate (i) to insure that the penalty
provisions of Section 4999 of the Code will not apply to any stock or cash
received by the Holder from the Company or (ii) to provide cash payments to the
Holder to mitigate the impact of such penalty provisions upon the Holder. Any
such Agreement may be supplemented or amended from time to time as approved by
the Committee as contemplated by Section 10.7(b).

         10.6     DESIGNATION OF BENEFICIARIES. Each Person who shall be granted
an Award under the Plan may designate a beneficiary or beneficiaries and may
change such designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Committee on a form to be prescribed by
it, provided that no such designation shall be effective unless so filed prior
to the death of such Person.

                                      -16-
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         10.7     TERMINATION AND AMENDMENT.

                  (a)    GENERAL. Unless the Plan shall theretofore have been
         terminated as hereinafter provided, no Awards may be made under the
         Plan on or after the tenth anniversary of the Effective Date. The Plan
         may be terminated at any time prior to the tenth anniversary of the
         Effective Date and may, from time to time, be suspended or discontinued
         or modified or amended if such action is deemed advisable by the
         Committee.

                  (b)    MODIFICATION. No termination, modification or amendment
         of the Plan may, without the consent of the Person to whom any Award
         shall theretofore have been granted, adversely affect the rights of
         such Person with respect to such Award. No modification, extension,
         renewal, or other change in any Award granted under the Plan shall be
         made after the grant of such Award, unless the same is consistent with
         the provisions of the Plan. With the consent of the Holder and subject
         to the terms and conditions of the Plan (including Section 10.7(a)),
         the Committee may amend outstanding Agreements with any Holder,
         including, without limitation, any amendment which would (i) accelerate
         the time or times at which the Award may be exercised and/or (ii)
         extend the scheduled expiration date of the Award. Without limiting the
         generality of the foregoing, the Committee may, but solely with the
         Holder's consent unless otherwise provided in the Agreement, agree to
         cancel any Award under the Plan and grant a new Award in substitution
         therefor, provided that the Award so substituted shall satisfy all of
         the requirements of the Plan as of the date such new Award is made.
         Nothing contained in the foregoing provisions of this Section 10.7(b)
         shall be construed to prevent the Committee from providing in any
         Agreement that the rights of the Holder with respect to the Award
         evidenced thereby shall be subject to such rules and regulations as the
         Committee may, subject to the express provisions of the Plan, adopt
         from time to time or impair the enforceability of any such provision.

         10.8     GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company with respect to Awards shall be subject to all applicable laws, rules,
and regulations and such approvals by any governmental agencies as may be
required, including, without limitation, the effectiveness of any registration
statement required under the Securities Act of 1933, and the rules and
regulations of any securities exchange or association on which the Common Stock
may be listed or quoted. For so long as any series of Common Stock are
registered under the Exchange Act, the Company shall use its reasonable efforts
to comply with any legal requirements (i) to maintain a registration statement
in effect under the Securities Act of 1933 with respect to all shares of the
applicable series of Common Stock that may be issued to Holders under the Plan
and (ii) to file in a timely manner all reports required to be filed by it under
the Exchange Act.

         10.9     WITHHOLDING. The Company's obligation to deliver shares of
Common Stock or pay cash in respect of any Award under the Plan shall be subject
to applicable federal, state, and local tax withholding requirements. Federal,
state, and local withholding tax due at the time of an Award, upon the exercise
of any Option or SAR or upon the vesting of, or expiration of restrictions with
respect to, Restricted Shares or Stock Units, as appropriate, may, in the
discretion of the Committee, be paid in shares of the applicable series of
Common Stock already

                                      -17-
<Page>

owned by the Holder or through the withholding of shares otherwise issuable to
such Holder, upon such terms and conditions (including, without limitation, the
conditions referenced in Section 6.5) as the Committee shall determine. If the
Holder shall fail to pay, or make arrangements satisfactory to the Committee for
the payment to the Company of, all such federal, state and local taxes required
to be withheld by the Company, then the Company shall, to the extent permitted
by law, have the right to deduct from any payment of any kind otherwise due to
such Holder an amount equal to any federal, state, or local taxes of any kind
required to be withheld by the Company with respect to such Award.

         10.10    NONEXCLUSIVITY OF THE PLAN. The adoption of the Plan by the
Board shall not be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options and the awarding of
stock and cash otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.

         10.11    EXCLUSION FROM PENSION AND PROFIT-SHARING COMPUTATION. By
acceptance of an Award, unless otherwise provided in the applicable Agreement,
each Holder shall be deemed to have agreed that such Award is special incentive
compensation that will not be taken into account, in any manner, as salary,
compensation, or bonus in determining the amount of any payment under any
pension, retirement, or other employee benefit plan, program, or policy of the
Company or any Subsidiary of the Company. In addition, each beneficiary of a
deceased Holder shall be deemed to have agreed that such Award will not affect
the amount of any life insurance coverage, if any, provided by the Company on
the life of the Holder which is payable to such beneficiary under any life
insurance plan covering employees of the Company or any Subsidiary of the
Company.

         10.12    UNFUNDED PLAN. Neither the Company nor any Subsidiary of the
Company shall be required to segregate any cash or any shares of Common Stock
which may at any time be represented by Awards, and the Plan shall constitute an
"unfunded" plan of the Company. Except as provided in Article VIII with respect
to Awards of Restricted Shares and except as expressly set forth in an
Agreement, no employee shall have voting or other rights with respect to the
shares of Common Stock covered by an Award prior to the delivery of such shares.
Neither the Company nor any Subsidiary of the Company shall, by any provisions
of the Plan, be deemed to be a trustee of any shares of Common Stock or any
other property, and the liabilities of the Company and any Subsidiary of the
Company to any employee pursuant to the Plan shall be those of a debtor pursuant
to such contract obligations as are created by or pursuant to the Plan, and the
rights of any employee, former employee, or beneficiary under the Plan shall be
limited to those of a general creditor of the Company or the applicable
Subsidiary of the Company, as the case may be. In its sole discretion, the Board
may authorize the creation of trusts or other arrangements to meet the
obligations of the Company under the Plan, PROVIDED, HOWEVER, that the existence
of such trusts or other arrangements is consistent with the unfunded status of
the Plan.

         10.13    GOVERNING LAW. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware.

                                      -18-
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         10.14    ACCOUNTS. The delivery of any shares of Common Stock and the
payment of any amount in respect of an Award shall be for the account of the
Company or the applicable Subsidiary of the Company, as the case may be, and any
such delivery or payment shall not be made until the recipient shall have paid
or made satisfactory arrangements for the payment of any applicable withholding
taxes as provided in Section 10.9.

         10.15    LEGENDS. Each certificate evidencing shares of Common Stock
subject to an Award shall bear such legends as the Committee deems necessary or
appropriate to reflect or refer to any terms, conditions, or restrictions of the
Award applicable to such shares, including, without limitation, any to the
effect that the shares represented thereby may not be disposed of unless the
Company has received an opinion of counsel, acceptable to the Company, that such
disposition will not violate any federal or state securities laws.

         10.16    COMPANY'S RIGHTS. The grant of Awards pursuant to the Plan
shall not affect in any way the right or power of the Company to make
reclassifications, reorganizations, or other changes of or to its capital or
business structure or to merge, consolidate, liquidate, sell, or otherwise
dispose of all or any part of its business or assets.

                                      -19-