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                                                                   EXHIBIT 10.16

                             WELLCARE HOLDINGS, LLC
                            2002 EMPLOYEE OPTION PLAN

                                   ARTICLE I

                                 PURPOSE OF PLAN

                  This 2002 Employee Option Plan (this "Plan") of WellCare
Holdings, LLC (the "Company"), was adopted by the Company's Board of Directors
(the "Board") on September 6, 2002 (the "Effective Date"), and is intended to
advance the best interests of the Company by providing executives and other key
employees of the Company or any Subsidiary (as defined below) with additional
incentives by allowing such employees to acquire an ownership interest in the
Company.

                                   ARTICLE II

                                   DEFINITIONS

                  For purposes of this Plan the following terms have the
indicated meanings:

                  "Affiliate" means, when used with reference to a specified
Person, any Person that directly or indirectly controls or is controlled by or
is under common control with the specified Person. As used in this definition,
"control" (including, with its correlative meanings, "controlled by" and "under
common control with") shall mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by contract
or otherwise). With respect to any Person who is an individual, "Affiliates"
shall also include, without limitation, any member of such individual's Family
Group.

                  "Cause" means, with respect to any Participant, (i) such
Participant's conviction by a court (or plea of guilty or no contest) of a
felony, or any crime involving theft, dishonesty or moral turpitude; (ii) act(s)
or omission(s) by such Participant which are willful and deliberate act(s) or
omission(s) intended to harm or injure the business, operations, financial
condition, properties, assets, prospects, value or reputation of the Company or
any of the Company's Subsidiaries; (iii) such Participant's willful misconduct
which results in material harm to the Company or any of its Subsidiaries and/or
which has a material adverse effect on the business, operations, properties,
assets, prospects, value or business relationships of the Company or any of its
Subsidiaries; (iv) such Participant's willful disregard of the lawful and
reasonable directives of the Board; or (v) a material breach by such Participant
of any material covenant or agreement between such Participant and the Company
or any of the Company's Subsidiaries, provided that if such breach is capable of
remedy such Participant shall have 15 days from notification of the breach by
the Company in which to remedy such breach.

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                  "Class A Common Units" means the Company's Class A Common
Units (as such term is defined in the LLC Agreement).

                  "Code" means the Internal Revenue Code of 1986, as amended,
and any successor statute.

                  "Committee" means the Compensation Committee or such other
committee of the Board as the Board may designate to administer this Plan or, if
for any reason the Board has not designated such a committee, the Board. The
Committee, if other than the Board, shall be composed of two or more directors
as appointed from time to time by the Board.

                  "Common Units" means the Company's Common Units (as such term
is defined in the LLC Agreement).

                  "Disqualifying Event" means, with respect to any Participant,
any breach by such Participant of any non-competition, non-solicitation,
non-disclosure or confidentiality agreement between such Participant and the
Company or any of the Company's Subsidiaries.

                  "Fair Market Value" per Class A Common Unit or of any other
security as of any given date shall be as determined by the Board based on such
factors as the members thereof, in the exercise of their business judgment,
consider relevant.

                  "Family Group" means, when used with reference to a specified
individual Person, (i) such Person's spouse and descendants (whether natural or
adopted) and any trust solely for the benefit of such Person and/or such
Person's spouse and/or descendants or (ii) any company, limited liability
company or other entity which is controlled solely by such Person or such Person
and such Person's spouse.

                  "Independent Third Party" means any Person other than Soros
Fund or any Affiliate of Soros Fund.

                  "Issued Units" means (i) all Class A Common Units issued upon
the proper exercise of an Option and (ii) any other equity securities issued
with respect to the Class A Common Units referred to in clause (i) above by way
of stock or unit dividend or distribution or stock or unit split or in
connection with any conversion, merger, consolidation or recapitalization or
other reorganization affecting the Class A Common Units. Unless otherwise
provided herein or in a Participant's Option Agreement (as defined herein),
except in connection with an Approved Sale (as defined herein) or a Public Sale,
Issued Units will continue to be Issued Units in the hands of any holder of
Issued Units (except for the Company), and each such transferee thereof will
succeed to the rights and obligations of a holder of Issued Units hereunder.

                  "LLC Agreement" means the Second Amended and Restated Limited
Liability Company Agreement of the Company, as amended or restated from time to
time.

                  "Option Units" means (i) Class A Common Units issuable upon
the exercise of an Option and (ii) any other equity securities issuable upon the
exercise of an Option as a result of an adjustment to such Option pursuant to
any provision hereof.

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                  "Options" means any and all options to purchase Class A Common
Units issued pursuant to this Plan.

                  "Participant" means any employee of the Company or any
Subsidiary who has been selected to participate in this Plan by the Committee or
the Board.

                  "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, a governmental entity or any
department, agency or political subdivision thereof or any other entity or
organization.

                  "Public Offering" means an underwritten public offering and
sale of Class A Common Units or any common equity securities of any successor
entity to the Company issued pursuant to a transaction of the type described in
Section 12.16 of the LLC Agreement, in each case, pursuant to an effective
registration statement under the Securities Act; provided that a Public Offering
shall not include an offering made in connection with a business acquisition or
combination pursuant to a registration statement on Form S-4 or any form for
similar registration purposes, or an employee benefit plan pursuant to a
registration statement on Form S-8 or any form for similar registration
purposes.

                  "Public Sale" means the sale of Issued Units to the public
pursuant to an offering registered under the Securities Act or, after the
consummation of an initial Public Offering, to the public pursuant to the
provisions of Rule 144 (or any similar rule or rules then in effect) under the
Securities Act.

                  "Sale of the Company" means any transaction (other than
pursuant to a Public Offering) involving the Company and an Independent Third
Party or affiliated group of Independent Third Parties pursuant to which such
party or parties acquire (i) a majority of the outstanding Common Units entitled
to vote generally in the election of the Board (whether by merger,
consolidation, sale of the Company's Common Units or otherwise) or (ii) all or
substantially all of the Company's assets determined on a consolidated basis.

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

                  "Soros Fund" means Soros Private Equity Investors LP.

                  "Subsidiary" means, with respect to any Person, any
corporation, partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the total voting
power of shares of stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors thereof is at the time owned
or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or a combination thereof, or (ii) if a
partnership, limited liability company, association or other business entity, a
majority of the partnership or other similar ownership interest thereof is at
the time owned or controlled, directly or indirectly, by that Person or one or
more Subsidiaries of that Person or a combination thereof. For purposes hereof,
a Person or Persons shall be deemed to have a majority ownership interest in a
partnership, limited liability company, association or

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other business entity if such Person or Persons shall be allocated a majority of
partnership, limited liability company, association or other business entity
gains or losses or shall be or control the managing director, managing member,
manager or a general partner of such partnership, limited liability company,
association or other business entity. Where not otherwise indicated, the term
"Subsidiary" refers to a Subsidiary of the Company.

                  "Termination Date" means with respect to any Participant, the
date that such Participant ceases to be an employee of the Company or any of its
Subsidiaries for any reason.

                  "Valuation Date" means, with respect to any Repurchase Option,
the date, if any, that the Company delivers a Repurchase Notice to a holder of
Issued Units.

                                   ARTICLE III

                                 ADMINISTRATION

                  This Plan shall be administered by the Committee. Subject to
the limitations of this Plan, the Committee shall have the sole and complete
authority to: (i) select Participants, (ii) grant Options to Participants in
such forms and amounts and with such exercise price as it shall determine, (iii)
impose such limitations, restrictions and conditions upon such Options as it
shall deem appropriate, (iv) interpret this Plan and adopt, amend and rescind
administrative guidelines and other rules, procedures and regulations relating
to this Plan, (v) correct any defect or omission or reconcile any inconsistency
in this Plan or in any Options granted under this Plan and (vi) make all other
determinations and take all other actions necessary or advisable for the
implementation and administration of this Plan. The Committee's determinations
on matters within its authority shall be conclusive and binding upon the
Participants, the Company and all other Persons. All expenses associated with
the administration of this Plan shall be borne by the Company. The Committee
may, as approved by the Board and to the extent permissible by law, delegate any
of its authority hereunder to such Persons as it deems appropriate.

                                   ARTICLE IV

             LIMITATION ON AGGREGATE NUMBER OF CLASS A COMMON UNITS

                  The number of Class A Common Units with respect to which
Options may be granted under this Plan shall not exceed, in the aggregate, such
number of Class A Common Units as shall be determined from time to time by the
Board, subject to adjustment in accordance with Sections 6.4 and 6.5. To the
extent any Options expire unexercised or are canceled, terminated or forfeited
in any manner without the issuance of Class A Common Units thereunder, the Class
A Common Units with respect to which such Options were granted shall again be
available under this Plan. Similarly, if any Class A Common Units issued
hereunder upon exercise of the Options are repurchased hereunder, such Class A
Common Units shall again be available under this Plan for reissuance as Options.

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                                   ARTICLE V

                                     AWARDS

         5.1      GRANT OF OPTIONS. The Committee may grant Options to
Participants from time to time in accordance with this Article V. The exercise
price per Class A Common Unit under each Option shall be determined by the
Committee or the Board at the time of grant. Subject to Section 5.6, Options
shall be exercisable at such time or times as the Committee shall determine. The
Committee shall determine the term of each Option, which term shall not exceed
ten years from the date of grant of the Option.

         5.2      EXERCISE PROCEDURE. Options shall be exercisable, to the
extent they are vested, by written notice to the Company (to the attention of
the Company's Secretary) accompanied by payment in full of the applicable
exercise price as well as any amount required by Section 5.3. Payment of such
exercise price as well as any amount required by Section 5.3 shall be made in
cash (including check, bank draft, money order or wire transfer of immediately
available funds).

         5.3      WITHHOLDING TAX REQUIREMENTS.

                  (a)      AMOUNT OF WITHHOLDING. It shall be a condition of the
exercise of any Option that the Participant exercising the Option make
appropriate payment or other provision acceptable to the Company with respect to
any withholding tax requirement arising from such exercise. The amount of
withholding tax required, if any, with respect to any Option exercise (the
"Withholding Amount") shall be determined by the Company's Treasurer or other
appropriate officer of the Company, and the Participant shall furnish such
information and make such representations as such officer requires to make such
determination.

                  (b)      WITHHOLDING PROCEDURE. If the Company determines that
withholding tax is required with respect to any Option exercise, the Company
shall notify the Participant of the Withholding Amount, and the Participant
shall pay to the Company an amount not less than the Withholding Amount. All
amounts paid to the Company pursuant to this Section 5.3 shall be deposited in
accordance with applicable law by the Company as withholding tax for the
Participant's account. If the Treasurer or other appropriate officer of the
Company determines that no withholding tax is required with respect to the
exercise of any Option, but subsequently it is determined that the exercise
resulted in taxable income as to which withholding is required (as a result of a
disposition of securities or otherwise), the Participant shall promptly, upon
being notified of the withholding requirement, pay to the Company, by means
acceptable to the Company, the amount required to be withheld.

         5.4      NOTIFICATION OF INQUIRIES AND AGREEMENTS. Each Participant and
each Permitted Transferee (as defined herein) shall notify the Company in
writing within ten (10) days after the date such Participant or Permitted
Transferee (i) first obtains knowledge of any Internal Revenue Service inquiry,
audit, assertion, determination, investigation, or question relating in any
manner to Options granted hereunder; or (ii) includes or agrees (including,
without limitation, in any settlement, closing or other similar agreement) to
include in gross income with respect to any Option granted under this Plan (A)
any amount in excess of the amount reported on Form 1099

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or Form W-2 or other informational form to such Participant by the Company, or
(B) if no such form was received, any amount. Upon request, a Participant or
Permitted Transferee shall provide to the Company any information or document
relating to any event described in the preceding sentence which the Company (in
its sole discretion) requires in order to calculate and substantiate any change
in the Company's tax liability as a result of such event.

         5.5      CONDITIONS AND LIMITATIONS ON EXERCISE. At the discretion of
the Committee, exercised at the time of grant, Options may vest, in one or more
installments, upon (i) the fulfilment of certain conditions, (ii) the passage of
a specified period of time, and/or (iii) the achievement by the Company or any
Subsidiary of certain performance goals. In the event of a proposed Sale of the
Company, the Committee may provide, in its discretion, by written notice to
applicable Participant(s), that any or all Options (or certain parts thereof)
shall become immediately vested and that any or all Options (or certain parts
thereof) shall terminate if not exercised as of the date of such Sale of the
Company or any other designated date (the "Designated Date") or that any such
Options shall thereafter represent only the right to receive such consideration
as the Committee shall deem equitable in the circumstances.

         5.6      EXPIRATION OF OPTIONS. In no event shall any part of any
Option be exercisable after the stated date of expiration thereof. If, as of
immediately after a Sale of the Company, any Options (or any part thereof) then
outstanding are unvested, then such unvested Options (or such unvested part
thereof) shall expire and be forfeited as of immediately after such Sale of the
Company.

         5.7      RIGHT TO PURCHASE ISSUED UNITS UPON TERMINATION OF EMPLOYMENT
OR UPON A DISQUALIFYING EVENT.

                  (a)      REPURCHASE RIGHT. If, with respect to any
Participant, either a Termination Date or a Disqualifying Event (as determined
by the Board) occurs, then such Participant's Issued Units (whether held by such
Participant or one or more transferees and including any Issued Units acquired
subsequent to such Termination Date or Disqualifying Event) will, at the
Company's election, be subject to repurchase by the Company pursuant to the
terms and conditions set forth in this Section 5.7 (the "Repurchase Option") at
a price per Issued Unit equal to the Fair Market Value per Issued Unit
determined as of the Valuation Date, less the amount of any cash distributed by
the Company with respect to such Issued Unit between the applicable Valuation
Date and the closing of the applicable repurchase; provided, that,
notwithstanding the foregoing, if, at any time prior to the date nine years
after the Issued Units were first issued to such Participant, the Termination
Date occurs due to a termination by the Company of such Participant's employment
for Cause (as determined by the Board) or if a Disqualifying Event has occurred,
then the applicable Issued Units will be subject to the Repurchase Option at a
price per Issued Unit equal to the lesser of (x) a price per Issued Unit equal
to the Fair Market Value per Issued Unit determined as of the Valuation Date,
less the amount of any cash distributed by the Company with respect to such
Issued Unit between the applicable Valuation Date and the closing of the
applicable repurchase and (y) the price paid to the Company for such Issued Unit
by such Participant, less the amount of any cash distributed by the Company with
respect to such Issued Unit between the date such Issued Unit was issued by the
Company and the closing of the applicable repurchase.

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                  (b)      REPURCHASE PROCEDURES. The Repurchase Option is
exercisable by the Company delivering written notice (the "Repurchase Notice")
to the holder or holders of the applicable Issued Units at any time during the
six-month period beginning on the applicable Termination Date or on the date of
the Company obtains knowledge of the Disqualifying Event, as the case may be.
The Repurchase Notice will set forth the number of Issued Units to be acquired
from such holder(s), an estimate of the aggregate consideration to be paid for
such holder's Issued Units and the time and place for the closing of the
transaction.

                  (c)      CLOSING OF REPURCHASE. The closing of the
transactions contemplated by this Section 5.7 will take place on the date
designated by the Company in the Repurchase Notice, which date will not be more
than 60 days after the delivery of such notice. The amount of the repurchase
price to be paid for any Issued Units to be purchased by the Company pursuant to
a Repurchase Option shall be determined pursuant to Section 5.7(a) hereof and
the aggregate amount of such repurchase price shall be referred to herein as the
"Aggregate Repurchase Price". The Company will pay the applicable Aggregate
Repurchase Price for any Issued Units to be purchased by the Company pursuant to
a Repurchase Option by delivery of a check payable to or by wire transfer to an
account or account(s) designated by the holder(s) of such Issued Units in an
aggregate amount equal to the applicable Aggregate Repurchase Price for such
Issued Units. Notwithstanding anything to the contrary contained in this Plan,
all repurchases of Issued Units by the Company pursuant to a Repurchase Option
will be subject to applicable restrictions contained under applicable law
(including Delaware law) and in the Company's and its Subsidiaries' debt and
equity financing agreements. If any such restrictions prohibit the repurchase of
Issued Units pursuant to this Section 5.7 which the Company is otherwise
entitled to make, the Company may make such repurchases as soon as it is
permitted to do so under such restrictions. The Company will receive from each
seller regarding the sale of Issued Units the representation that such seller
has good and marketable title to such Issued Units and that such Issued Units
will be transferred to the Company free and clear of all liens, claims and other
encumbrances.

         5.8      RESTRICTIONS ON TRANSFER OF ISSUED UNITS.

                  Neither any Participant nor any Permitted Transferee (as
herein defined) may directly or indirectly, sell, pledge, assign, transfer or
otherwise dispose of (a "Transfer") any interest in any Issued Units, except (i)
to the Company, (ii) in Public Sales or in an Approved Sale (as herein defined),
(iii) pursuant to applicable laws of descent and distribution, or (iv) among
such Participant's Family Group but only if such Transfer is for valid estate
planning purposes and has been approved by the Board; provided that the
restrictions contained in this Section 5.8 will continue to be applicable to the
Issued Units after any Transfer of the type referred to in clause (iii) or (iv)
above and, as a condition to any such Transfer, the transferees of such Issued
Units must agree in writing (which writing must be delivered to the Company) to
be bound by the provisions of this Plan (unless such Transfer is pursuant to
applicable laws of descent and distribution, in which case, such writing shall
be entered into and delivered to the Company as soon as reasonably possible
after such Transfer). Any transferee of Issued Units pursuant to a Transfer in
accordance with clause (iii) or (iv) above is herein referred to as a "Permitted
Transferee." Upon the proposed Transfer of any Issued Units pursuant to clause
(iii) or (iv) above, such Participant or such Permitted Transferee transferring
such Issued Units will

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deliver a written notice (a "Transfer Notice") to the Company, which discloses
in reasonable detail the identity of the Permitted Transferee(s).

         5.9      ADDITIONAL RESTRICTIONS ON TRANSFER.

                  (a)      Any certificates representing Issued Units will bear
the following legend:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
                  AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
                  EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
                  REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
                  RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND
                  CERTAIN OTHER AGREEMENTS SET FORTH IN THE ISSUER'S 2002
                  EMPLOYEE OPTION PLAN, A COPY OF WHICH MAY BE OBTAINED BY THE
                  HOLDER HEREOF AT THE ISSUER'S PRINCIPAL PLACE OF BUSINESS
                  WITHOUT CHARGE."

The legend set forth above regarding this Plan shall be removed from any
certificates evidencing any securities which cease to be Issued Units.

                  (b)      No holder of Issued Units may Transfer any Issued
Units (except pursuant to an effective registration statement under the
Securities Act) without first delivering to the Company an opinion of counsel
reasonably acceptable in form and substance to the Company (which counsel will
be reasonably acceptable to the Company) that registration under the Securities
Act is not required in connection with such Transfer. If such opinion of
counsel, reasonably acceptable in form and substance to the Company, further
states that no subsequent Transfer of such Issued Units will require
registration under the Securities Act, if applicable, the Company will promptly
upon such Transfer deliver new certificates for such securities which do not
bear the Securities Act legend set forth in Section 5.9(a).

         5.10     APPROVED SALE OF THE COMPANY.

                  (a)      If the Board or the holders of a majority of the
number of voting Common Units then outstanding approve a sale of all or
substantially all of the Company's assets determined on a consolidated basis or
a sale of all (or, for accounting, tax or other reasons, substantially all) of
the outstanding Common Units (whether by merger, recapitalization,
consolidation, reorganization, combination or otherwise) to an Independent Third
Party or group of Independent Third Parties (each such sale, an "Approved
Sale"), then each holder of Issued Units will vote for, consent to and raise no
objections against such Approved Sale. If the Approved Sale is structured as (i)
a merger or consolidation, each holder of Issued Units will waive any
dissenters' rights, appraisal rights or similar rights in connection with such
merger or

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consolidation or (ii) a sale of equity securities, each holder of Issued Units
will agree to sell all of his or her Issued Units on the terms and conditions
approved by the Board or the holders of a majority of the voting Common Units
then outstanding, as the case may be. Each holder of Issued Units will take all
necessary or desirable actions in connection with the consummation of the
Approved Sale as requested by the Company. Each holder of Issued Units, upon
execution of the applicable Option Agreement, irrevocably constitutes and
appoints the Company the true and lawful attorney of such holder, with full
power of substitution, in the name of such holder or the Company to give effect
to this Section 5.10, including the execution of any documentation necessary to
transfer ownership of Issued Units pursuant to an Approved Sale. Each holder of
Issued Units, upon execution of the applicable Option Agreement, agrees that the
powers granted to the Company in the immediately preceding sentence are coupled
with an interest and are irrevocable by any holder of Issued Units.

                  (b)      If the Company or the holders of the Company's
securities enter into any negotiation or transaction for which Rule 506 (or any
similar rule then in effect) promulgated by the Securities and Exchange
Commission may be available with respect to such negotiation or transaction
(including a merger, consolidation or other reorganization), the holders of
Issued Units will, at the request of the Company, appoint a purchaser
representative (as such term is defined in Rule 501) reasonably acceptable to
the Company. If any holder of Issued Units appoints a purchaser representative
designated by the Company, the Company will pay the fees of such purchaser
representative, but if any holder of Issued Units declines to appoint the
purchaser representative designated by the Company, such holder will appoint
another purchaser representative, and such holder will be responsible for the
fees of the purchaser representative so appointed.

                  (c)      Each holder of Issued Units will bear their pro-rata
share (based upon the amount of consideration received) of the costs of any sale
of Issued Units pursuant to an Approved Sale to the extent such costs are
incurred for the benefit of all holders of Common Units and are not otherwise
paid by the Company or the acquiring party. Costs incurred by any holder of
Issued Units on his or her own behalf will not be considered costs of the
transaction hereunder.

         5.11     HOLDBACK AGREEMENT. No holder of Issued Units will effect any
sale or distribution of Issued Units during the seven days prior to or the
180-day period beginning on the effective date of any underwritten Public
Offering (except as part of such underwritten registration), unless the
underwriters managing such underwritten Public Offering otherwise agree.

                                   ARTICLE VI

                               GENERAL PROVISIONS

         6.1      WRITTEN AGREEMENT. Each Option granted hereunder shall be
embodied in a written agreement (the "Option Agreement") which shall be signed
by the Participant to whom the Option is granted and shall be subject to the
terms and conditions set forth herein.

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         6.2      LEGAL COMPLIANCE. In the case of officers and other Persons
subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the
Committee may at any time impose any limitations upon the exercise of Options
that, in the Committee's discretion, are necessary or desirable in order to
comply with such Section 16(b) and the rules and regulations thereunder.

         6.3      OPTIONS NOT TRANSFERABLE. Options (including the right to
receive Option Units) may not be Transferred or assigned by the Participant to
whom they were granted, other than by will or the laws of descent and
distribution and, during the lifetime of such Participant, Options may be
exercised only by such Participant (or, if such Participant is incapacitated, by
such Participant's legal guardian or legal representative). In the event of the
death of a Participant, Options which are not vested on the date of death shall
terminate; and the exercise of Options granted hereunder to such Participant,
which are vested as of the date of death, may be made only by the executor or
administrator of such Participant's estate or the Person or Persons to whom such
Participant's rights under the Options pass by will or the laws of descent and
distribution.

         6.4      ORGANIC CHANGE. Any recapitalization, reorganization,
reclassification, consolidation, merger or sale of all or substantially all of
the Company's assets or liquidation of the Company which is effected in such a
way that holders of Class A Common Units (or any other type of equity securities
included in the Options Units) are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets (including cash) in exchange
for Class A Common Units (or such other type of equity securities included in
the Option Units) is referred to herein as an "Organic Change." Except as
otherwise provided herein, after the consummation of any Organic Change, each
Option shall thereafter be exercisable for, rather than the applicable Option
Units immediately theretofore acquirable and receivable upon exercise of such
Option, such shares of stock, securities or assets (including cash) as may be
issued or payable or in exchange for the number and class of Option Units
immediately theretofore acquirable and receivable upon exercise of such Option
had such Organic Change not taken place. Notwithstanding the foregoing, in the
event of any proposed Organic Change or other transaction which would represent
a Sale of the Company, the Board may, in its discretion, terminate any or all of
the Options by written notice to the then holders of the Options, subject to the
payment, upon the consummation of such Sale of the Company, by the Company to
the then holders of Options of the difference, if any, between the consideration
which the holders of such Options (to the extent vested as of such Sale of the
Company) would receive in such Sale of the Company for the applicable Issued
Units if such holders exercised such Options (to the extent vested as of such
Sale of the Company) immediately prior to such Sale of the Company and the
exercise price of such Options (to the extent vested as of such Sale of the
Company).

         6.5      ADJUSTMENT FOR CHANGE IN CLASS A COMMON UNITS. In the event of
a unit or stock split, stock or unit dividend or distribution or combination of
units or shares which effects the number of outstanding Class A Common Units (or
any other type of equity securities included in the Option Units), the Board or
the Committee shall, in order to prevent the dilution or enlargement of rights
under this Plan or outstanding Options, adjust (1) the number of securities or
other consideration which are issuable upon exercise of Options which may be
granted under this Plan, (2) the number of securities covered by outstanding
Options, (3) the

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exercise prices specified therein and (4) other provisions of this Plan which
specify a number of securities, all as such Board or Committee determines to be
appropriate and equitable.

         6.6      RIGHTS OF PARTICIPANTS. Nothing in this Plan shall interfere
with or limit in any way the right of the Company or any Subsidiary to terminate
any Participant's employment at any time (with or without cause), or confer upon
any Participant any right to continue to be employed by the Company or any
Subsidiary for any period of time or to continue to receive such Participant's
current (or other) rate of compensation. No employee of the Company or any of
its Subsidiaries shall have a right to be selected as a Participant or, having
been so selected, to be selected again as a Participant.

         6.7      AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board or
the Committee may suspend or terminate this Plan or any portion thereof at any
time and may amend it from time to time in such respects as the Board or the
Committee may deem advisable; provided, however, that no such amendment shall be
made without approval of the Company's equityholders to the extent such approval
is required by law or the rules of any exchange upon which any type of Issued
Units or Option Units are listed, and no such amendment, suspension or
termination shall, in any material respect, impair the rights of a Participant
under outstanding Options without the consent of such Participant. No Options
shall be granted hereunder after the tenth anniversary of the adoption of this
Plan.

         6.8      INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board or the Committee, the
members of the Board and Committee shall be indemnified by the Company against
(i) all costs and expenses reasonably incurred by them in connection with any
action, suit or proceeding to which they or any of them may be party by reason
of any action taken or failure to act under or in connection with this Plan or
any Option granted under this Plan, and (ii) all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding; provided, however, that any such Board
or Committee member shall be entitled to the indemnification rights set forth in
this Section 6.9 only if such member (1) acted in good faith and in a manner
that such member reasonably believed to be in, and not opposed to, the best
interests of the Company, and (2) with respect to any criminal action or
proceeding, (A) had no reasonable cause to believe that such conduct was
unlawful, and (B) upon the institution of any such action, suit or proceeding, a
Board or Committee member shall give the Company written notice thereof and an
opportunity to handle and defend the same before such Board or Committee member
undertakes to handle and defend it on his own behalf.

         6.9      RESTRICTED SECURITIES. All Issued Units shall constitute
"restricted securities," as that term is defined in Rule 144 promulgated by the
Securities and Exchange Commission pursuant to the Securities Act, and may not
be Transferred except in compliance with the registration requirements of the
Securities Act or an exemption therefrom.

         6.10     GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, United States of America,
without giving effect to any rules, principles or provisions of choice of law or
conflict of laws (whether of the State of

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<PAGE>

Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.

                                    * * * * *

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