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                                                                    Exhibit 10.2

                            THE METZLER GROUP, INC.

                            LONG-TERM INCENTIVE PLAN
                        As Amended Through June 1, 1999

I. Purpose

   The Metzler Group, Inc. Long-Term Incentive Plan is adopted June 30, 1996.
The Plan is designed to attract and retain selected Key Employees and Key Non-
Employees of the Company and its Affiliates, and reward them for making major
contributions to the success of the Company and its Affiliates. These
objectives are accomplished by making long-term incentive awards under the Plan
that will offer Participants an opportunity to have a greater proprietary
interest in, and closer identity with, the Company and its Affiliates and their
financial success.

   The Awards may consist of:

      (i) Incentive Options;

       (ii) Nonstatutory Options;

        (iii) Formula Options;

       (iv) Restricted Stock;

      (v) Rights;

       (vi) Performance Awards; or

     (vii) Cash Awards

or any combination of the foregoing, as the Committee may determine.

   The Plan is intended to qualify certain compensation awarded under the Plan
for tax deductibility under Section 162(m) of the Code to the extent deemed
appropriate by the Committee. The Plan and the grant of Awards hereunder are
expressly conditioned upon the Plan's approval by the stockholders of the
Company. If such approval is not obtained, then this Plan and all Awards
hereunder shall be null and void ab initio.

II. Definitions

   A. Affiliate means any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated association or other entity (other
than the Company) that, for purposes of Section 422 of the Code, is a parent or
subsidiary of the Company, direct or indirect.

   B. Award means the grant to any Key Employee or Key Non-Employee of any form
of Option, Restricted Stock, Right, Performance Award, or Cash Award, whether
granted singly, in combination, or in tandem, and pursuant to such terms,
conditions, and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.

   C. Award Agreement means an agreement entered into between the Company and a
Participant under which an Award is granted and which sets forth the terms,
conditions, and limitations applicable to the Award.

   D. Board means the Board of Directors of the Company.

   E. Cash Award means an Award of cash, subject to the requirements of Article
XII and such other restrictions as the Committee deems appropriate or
desirable.

   F. Code means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute thereto.

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   G. Committee means the committee to which the Board delegates the power to
act under or pursuant to the provisions of the Plan, or the Board if no
committee is selected. If the Board delegates powers to a committee, and if
the Company is or becomes subject to Section 16 of the Exchange Act, then, if
necessary for compliance therewith, such committee shall consist initially of
not less than two (2) members of the Board, each member of which must be a
"non-employee director," within the meaning of the applicable rules
promulgated pursuant to the Exchange Act. If the Company is or becomes subject
to Section 16 of the Exchange Act, no member of the Committee shall receive
any Award pursuant to the Plan or any similar plan of the Company or any
Affiliate while serving on the Committee, unless the Board determines that the
grant of such an Award satisfies the then current Rule 16b-3 requirements
under the Exchange Act. Notwithstanding anything herein to the contrary, and
insofar as it is necessary in order for compensation recognized by
Participants pursuant to the Plan to be fully deductible to the Company for
federal income tax purposes, each member of the Committee also shall be an
"outside director" (as defined in regulations or other guidance issued by the
Internal Revenue Service under Code Section 162(m)).

   H. Common Stock means the common stock of the Company.

   I. Company means, on the date the Plan is adopted, Metzler & Associates,
Inc., an Illinois corporation, provided, however, that The Metzler Group, Inc.
shall become the Company upon, or as soon as practicable after, the effective
date of the reorganization of the Company (pursuant to which reorganization
Metzler & Associates, Inc. shall become a one hundred percent (100%)
subsidiary of The Metzler Group, Inc.). For all purposes hereunder, Company
includes any successor or assignee corporation or corporations into which the
Company may be merged, changed, or consolidated; any corporation for whose
securities the securities of the Company shall be exchanged; and any assignee
of or successor to substantially all of the assets of the Company.

   J. Disability or Disabled means a permanent and total disability as defined
in Section 22(e)(3) of the Code.

   K. Exchange Act means the Securities Exchange Act of 1934, as amended from
time to time, or any successor statute thereto.

   L. Fair Market Value means, if the Shares are listed on any national
securities exchange, the closing sales price, if any, on the largest such
exchange on the valuation date, or, if none, on the most recent trade date
immediately prior to the valuation date provided such trade date is no more
than thirty (30) days prior to the valuation date. If the Shares are not then
listed on any such exchange, the fair market value of such Shares shall be the
closing sales price if such is reported, or otherwise the mean between the
closing "Bid" and the closing "Ask" prices, if any, as reported in the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") for the valuation date, or if none, on the most recent trade date
immediately prior to the valuation date provided such trade date is no more
than thirty (30) days prior to the valuation date. If the Shares are not then
either listed on any such exchange or quoted in NASDAQ, or there has been no
trade date within such thirty (30) day period, the fair market value shall be
the mean between the average of the "Bid" and the average of the "Ask" prices,
if any, as reported in the National Daily Quotation System for the valuation
date, or, if none, for the most recent trade immediately prior to the
valuation date provided such trade date is no more than thirty (30) days prior
to the valuation date. If the fair market value cannot be determined under the
preceding three sentences, it shall be determined in good faith by the
Committee.

   M. Formula Option means a Nonstatutory Option granted automatically to a
Non-Employee Board Member upon his or her initial election, and any subsequent
re-election, as a Non-Employee Board Member.

   N. Incentive Option means an Option that, when granted, is intended to be
an "incentive stock option," as defined in Section 422 of the Code.

   O. Key Employee means an employee of the Company or of an Affiliate who is
designated by the Committee as being eligible to be granted one or more Awards
under the Plan.

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   P. Key Non-Employee means a Non-Employee Board Member, consultant, advisor
or independent contractor of the Company or of an Affiliate who is designated
by the Committee as being eligible to be granted one or more Awards under the
Plan.

   Q. Non-Employee Board Member means a director of the Company who is not an
employee of the Company or any of its Affiliates.

   R. Nonstatutory Option means an Option that, when granted, is not intended
to be an "incentive stock option," as defined in Section 422 of the Code.

   S. Option means a right or option to purchase Common Stock, including
Restricted Stock if the Committee so determines.

   T. Participant means a Key Employee or Key Non-Employee to whom one or more
Awards are granted under the Plan.

   U. Performance Award means an Award subject to the requirements of Article
XI, and such performance conditions as the Committee deems appropriate or
desirable.

   V. Plan means The Metzler Group, Inc. Long-Term Incentive Plan, as amended
from time to time.

   W. Restricted Stock means an Award made in Common Stock or denominated in
units of Common Stock and delivered under the Plan, subject to the requirements
of Article IX, such other restrictions as the Committee deems appropriate or
desirable, and as awarded in accordance with the terms of the Plan.

   X. Right means a stock appreciation right delivered under the Plan, subject
to the requirements of Article X and as awarded in accordance with the terms of
the Plan.

   Y. Shares means the following shares of the capital stock of the Company as
to which Options or Restricted Stock have been or may be granted under the Plan
and upon which Rights or units of Restricted Stock may be based: treasury or
authorized but unissued Common Stock, no par value, of the Company (or,
following the reorganization of the Company, treasury or authorized but
unissued Common Stock, $.01 par value, of the Company), or any shares of
capital stock into which the Shares are changed or for which they are exchanged
within the provisions of Article XVIII of the Plan.

III. Shares Subject to the Plan

   The aggregate number of Shares as to which Awards may be granted from time
to time shall be 25% of the issued and outstanding shares of capital stock of
the Company from time to time outstanding; provided that no change in the
issued and outstanding capital stock shall cause the number of Shares as to
which Awards may be granted to decrease; provided, further, that no more than
5,500,000 Shares (as adjusted for stock splits, stock dividends and other
similar events) shall be available for the grant of Incentive Options
hereunder.

   In accordance with Code Section 162(m), if applicable, the aggregate number
of Shares as to which Awards may be granted in any one calendar year to any one
Key Employee shall not exceed three hundred thousand (300,000) Shares (subject
to adjustment for stock splits, stock dividends, and other adjustments
described in Article XVIII hereof).

   From time to time, the Committee and appropriate officers of the Company
shall take whatever actions are necessary to file required documents with
governmental authorities and stock exchanges so as to make Shares available for
issuance pursuant to the Plan. Shares subject to Awards that are exercised, are
forfeited, terminated, expired unexercised, canceled by agreement of the
Company and the Participant, settled in cash in lieu of Common Stock or in such
manner that all or some of the Shares covered by such Awards are not issued

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to a Participant, or are exchanged for Awards that do not involve Common
Stock, shall immediately become available for Awards. Awards payable in cash
shall not reduce the number of Shares available for Awards under the Plan.

   Except as otherwise set forth herein, the aggregate number of Shares as to
which Awards may be granted shall be subject to change only by means of an
amendment of the Plan duly adopted by the Company and approved by the
stockholders of the Company within one year before or after the date of the
adoption of the amendment.

IV. Administration of the Plan

   The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum at any meeting thereof (including by
telephone conference) and the acts of a majority of the members present, or
acts approved in writing by a majority of the entire Committee without a
meeting, shall be the acts of the Committee for purposes of this Plan. The
Committee may authorize one or more of its members or an officer of the
Company to execute and deliver documents on behalf of the Committee. A member
of the Committee shall not exercise any discretion respecting himself or
herself under the Plan. The Board shall have the authority to remove, replace
or fill any vacancy of any member of the Committee upon notice to the
Committee and the affected member. Any member of the Committee may resign upon
notice to the Board. The Committee may allocate among one or more of its
members, or may delegate to one or more of its agents, such duties and
responsibilities as it determines. Subject to the provisions of the Plan, the
Committee is authorized to:

     A. Interpret the provisions of the Plan and any Award or Award
  Agreement, and make all rules and determinations that it deems necessary or
  advisable to the administration of the Plan;

     B. Determine which employees of the Company or an Affiliate shall be
  designated as Key Employees and which of the Key Employees shall be granted
  Awards;

     C. Determine the Key Non-Employees to whom Awards, other than Incentive
  Options and Performance Awards for which Key Non-Employees shall not be
  eligible, shall be granted;

     D. Determine whether an Option to be granted shall be an Incentive
  Option or Nonstatutory Option;

     E. Determine the number of Shares for which an Option or Restricted
  Stock shall be granted;

     F. Determine the number of Rights, the Cash Award or the Performance
  Award to be granted;

     G. Provide for the acceleration of the right to exercise any Award,
  other than an Award for Formula Options, which may not be accelerated; and

     H. Specify the terms, conditions, and limitations upon which Awards may
  be granted;

provided, however, that with respect to Incentive Options, all such
interpretations, rules, determinations, terms, and conditions shall be made
and prescribed in the context of preserving the tax status of the Incentive
Options as incentive stock options within the meaning of Section 422 of the
Code.

   The Committee may delegate to the chief executive officer and to other
senior officers of the Company or its Affiliates its duties under the Plan
pursuant to such conditions or limitations as the Committee may establish,
except that only the Committee may select, and grant Awards to, Participants
who are subject to Section 16 of the Exchange Act. All determinations of the
Committee shall be made by a majority of its members. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Award.

   The Committee shall have the authority at any time to cancel Awards for
reasonable cause and to provide for the conditions and circumstances under
which Awards shall be forfeited.

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   Any determination made by the Committee pursuant to the provisions of the
Plan shall be made in its sole discretion, and in the case of any determination
relating to an Award, may be made at the time of the grant of the Award or,
unless in contravention of any express term of the Plan or an Agreement, at any
time thereafter. All decisions made by the Committee pursuant to the provisions
of the Plan shall be final and binding on all persons, including the Company
and the Participants. No determination shall be subject to de novo review if
challenged in court.

V. Eligibility for Participation

   Awards may be granted under this Plan only to Key Employees and Key Non-
Employees of the Company or its Affiliates. The foregoing notwithstanding, each
Participant receiving an Incentive Option must be a Key Employee of the Company
or of an Affiliate at the time the Incentive Option is granted.

   The Committee may at any time and from time to time grant one or more Awards
to one or more Key Employees or Key Non-Employees and may designate the number
of Shares, if applicable, to be subject to each Award so granted, provided,
however that no Incentive Option shall be granted after the expiration of ten
(10) years from the earlier of the date of the adoption of the Plan by the
Company or the approval of the Plan by the stockholders of the Company, and
provided further, that the Fair Market Value of the Shares (determined at the
time the Option is granted) as to which Incentive Options are exercisable for
the first time by any Key Employee during any single calendar year (under the
Plan and under any other incentive stock option plan of the Company or an
Affiliate) shall not exceed One Hundred Thousand Dollars ($100,000). To the
extent that the Fair Market Value of such Shares exceeds One Hundred Thousand
Dollars ($100,000), the Shares subject to Option in excess of One Hundred
Thousand Dollars ($100,000) shall, without further action by the Committee,
automatically be converted to Nonstatutory Options.

   Notwithstanding any of the foregoing provisions, the Committee may authorize
the grant of an Award to a person not then in the employ of, or engaged by, the
Company or of an Affiliate, conditioned upon such person becoming eligible to
be granted an Award at or prior to the execution of the Award Agreement
evidencing the actual grant of such Award.

VI. Awards Under this Plan

   As the Committee may determine, the following types of Awards may be granted
under the Plan on a stand alone, combination, or tandem basis:

 A. Incentive Option

   An Award in the form of an Option that shall comply with the requirements of
Section 422 of the Code. Subject to adjustments in accordance with the
provisions of Article XVIII, the aggregate number of Shares that may be subject
to Incentive Options under the Plan shall not exceed one million three hundred
thousand (1,300,000).

 B. Nonstatutory Option

   An Award in the form of an Option that shall not be intended to comply with
the requirements of Section 422 of the Code.

 C. Formula Option

   An Award in the form of an Option granted to a Non-Employee Board Member at
the time of his or her initial election to the Board, or any subsequent re-
election.

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 D. Restricted Stock

   An Award made to a Participant in Common Stock or denominated in units of
Common Stock, subject to future service and such other restrictions and
conditions as may be established by the Committee, and as set forth in the
Award Agreement, including but not limited to continuous service with the
Company or its Affiliates, achievement of specific business objectives,
increases in specified indices, attaining growth rates, and other measurements
of Company or Affiliate performance.

 E. Stock Appreciation Right

   An Award in the form of a Right to receive the excess of the Fair Market
Value of a Share on the date the Right is exercised over the Fair Market Value
of a Share on the date the Right was granted.

 F. Performance Awards

   An Award made to a Participant that is subject to performance conditions
specified by the Committee, including but not limited to continuous service
with the Company or its Affiliates, achievement of specific business
objectives, increases in specified indices, attaining growth rates, and other
measurements of Company or Affiliate performance.

 G. Cash Awards

   An Award made to a Participant and denominated in cash, with the eventual
payment subject to future service and such other restrictions and conditions
as may be established by the Committee, and as set forth in the Award
Agreement.

Each Award under the Plan shall be evidenced by an Award Agreement. Delivery
of an Award Agreement to each Participant shall constitute an agreement
between the Company and the Participant as to the terms and conditions of the
Award.

VII. Terms and Conditions of Incentive Options and Nonstatutory Options

   Each Option shall be set forth in an Award Agreement, duly executed on
behalf of the Company and by the Participant to whom such Option is granted.
Except for the setting of the Option price under Paragraph A, no Option shall
be granted and no purported grant of any Option shall be effective until such
Award Agreement shall have been duly executed on behalf of the Company and by
the Participant. Each such Award Agreement shall be subject to at least the
following terms and conditions:

 A. Option Price

   The purchase price of the Shares covered by each Option granted under the
Plan shall be determined by the Committee. The Option price per share of the
Shares covered by each Nonstatutory Option shall be at such amount as may be
determined by the Committee in its sole discretion on the date of the grant of
the Option. In the case of an Incentive Option, if the Participant owns
directly or by reason of the applicable attribution rules ten percent (10%) or
less of the total combined voting power of all classes of share capital of the
Company, the Option price per share of the Shares covered by each Incentive
Option shall be not less than the Fair Market Value of the Shares on the date
of the grant of the Incentive Option. In all other cases of Incentive Options,
the Option price shall be not less than one hundred ten percent (110%) of the
Fair Market Value on the date of grant.

 B. Number of Shares

   Each Option shall state the number of Shares to which it pertains.

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 C. Term of Option

   Each Incentive Option shall terminate not more than ten (10) years from the
date of the grant thereof, or at such earlier time as the Award Agreement may
provide, and shall be subject to earlier termination as herein provided, except
that if the Option price is required under Paragraph A of this Article VII to
be at least one hundred ten percent (110%) of Fair Market Value, each such
Incentive Option shall terminate not more than five (5) years from the date of
the grant thereof, and shall be subject to earlier termination as herein
provided. The Committee shall determine the time at which a Nonstatutory Option
shall terminate.

 D. Date of Exercise

   Upon the authorization of the grant of an Option, or at any time thereafter,
the Committee may, subject to the provisions of Paragraph C of this Article
VII, prescribe the date or dates on which the Option becomes exercisable, and
may provide that the Option become exercisable in installments over a period of
years, or upon the attainment of stated goals.

 E. Medium of Payment

   The Option price shall be payable upon the exercise of the Option, as set
forth in Paragraph I. It shall be payable in such form (permitted by Section
422 of the Code in the case of Incentive Options) as the Committee shall,
either by rules promulgated pursuant to the provisions of Article IV of the
Plan, or in the particular Award Agreement, provide.

 F. Termination of Employment

     1. A Participant who ceases to be an employee or Key Non-Employee of the
  Company or of an Affiliate for any reason other than death, Disability, or
  termination "for cause," as defined in subparagraph (2) below, may exercise
  any Option granted to such Participant, to the extent that the right to
  purchase Shares thereunder has become exercisable on the date of such
  termination, but only within three (3) months after such date, or, if
  earlier, within the originally prescribed term of the Option. A
  Participant's employment shall not be deemed terminated by reason of a
  transfer to another employer that is the Company or an Affiliate.

     2. A Participant who ceases to be an employee or Key Non-Employee of the
  Company or of an Affiliate "for cause" shall, upon such termination, cease
  to have any right to exercise any Option. For purposes of this Plan, cause
  shall mean (i) a Participant's theft or embezzlement, or attempted theft or
  embezzlement, of money or property of the Company, a Participant's
  perpetration or attempted perpetration of fraud, or a Participant's
  participation in a fraud or attempted fraud, the Company or a Participant's
  unauthorized appropriation of, or a Participant's attempt to
  misappropriate, any tangible or intangible assets or property of the
  Company; (ii) any act or acts of disloyalty, dishonesty, misconduct, moral
  turpitude, or any other act or acts by a Participant injurious to the
  interest, property, operations, business or reputation of the Company;
  (iii) a Participant's commission of a felony or any other crime the
  commission of which results in injury to the Company; or (iv) any violation
  of any restriction on the disclosure or use of confidential information of
  the Company or on competition with the Company or any of its businesses as
  then conducted. The determination of the Committee as to the existence of
  cause shall be conclusive and binding upon the Participant and the Company.

     3. A Participant who is absent from work with the Company or an
  Affiliate because of temporary disability (any disability other than a
  Disability), or who is on leave of absence for any purpose permitted by any
  authoritative interpretation (i.e., regulation, ruling, case law, etc.) of
  Section 422 of the Code, shall not, during the period of any such absence,
  be deemed, by virtue of such absence alone, to have terminated his or her
  employment or relationship with the Company or with an Affiliate, except as
  the Committee may otherwise expressly provide or determine.

      4.  Paragraph F(1) shall control and fix the rights of a Participant
  who ceases to be an employee or Key Non-Employee of the Company or of an
  Affiliate for any reason other than Disability, death, or

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  termination "for cause," and who subsequently becomes Disabled or dies.
  Nothing in Paragraphs G and H of this Article VII shall be applicable in
  any such case except that, in the event of such a subsequent Disability or
  death within the three (3) month period after the termination of employment
  or, if earlier, within the originally prescribed term of the Option, the
  Participant or the Participant's estate or personal representative may
  exercise the Option permitted by this Paragraph F within twelve (12) months
  after the date of Disability or death of such Participant, but in no event
  beyond the originally prescribed term of the Option.

 G. Total and Permanent Disability

   A Participant who ceases to be an employee or Key Non-Employee of the
Company or of an Affiliate by reason of Disability may exercise any Option
granted to such Participant (i) to the extent that the right to purchase Shares
thereunder has become exercisable on or before the date such Participant
becomes Disabled as determined by the Committee, and (ii) if the Option becomes
exercisable periodically, to the extent of any additional rights that would
have become exercisable had the Participant not become so Disabled until after
the close of business on the next periodic exercise date.

   A Disabled Participant shall exercise such rights, if at all, only within a
period of not more than twelve (12) months after the date that the Participant
became Disabled as determined by the Committee (notwithstanding that the
Participant might have been able to exercise the Option as to some or all of
the Shares on a later date if the Participant had not become Disabled) or, if
earlier, within the originally prescribed term of the Option.

 H. Death

   In the event that a Participant to whom an Option has been granted ceases to
be an employee or Key Non-Employee of the Company or of an Affiliate by reason
of such Participant's death, such Option, to the extent that the right is
exercisable but not exercised on the date of death, may be exercised by the
Participant's estate or personal representative within twelve (12) months after
the date of death of such Participant or, if earlier, within the originally
prescribed term of the Option, notwithstanding that the decedent might have
been able to exercise the Option as to some or all of the Shares on a later
date if the Participant were alive and had continued to be an employee or Key
Non-Employee of the Company or of an Affiliate.

 I. Exercise of Option and Issuance of Stock

   Options shall be exercised by giving written notice to the Company. Such
written notice shall: (i) be signed by the person exercising the Option, (ii)
state the number of Shares with respect to which the Option is being exercised,
(iii) contain the warranty required by paragraph M of this Article VII, if
applicable, and (iv) specify a date (other than a Saturday, Sunday or legal
holiday) not less than five (5) nor more than ten (10) days after the date of
such written notice, as the date on which the Shares will be purchased. Such
tender and conveyance shall take place at the principal office of the Company
during ordinary business hours, or at such other hour and place agreed upon by
the Company and the person or persons exercising the Option. On the date
specified in such written notice (which date may be extended by the Company in
order to comply with any law or regulation that requires the Company to take
any action with respect to the Option Shares prior to the issuance thereof),
the Company shall accept payment for the Option Shares in cash, by bank or
certified check, by wire transfer, or by such other means as may be approved by
the Committee and shall deliver to the person or persons exercising the Option
in exchange therefor an appropriate certificate or certificates for fully paid
nonassessable Shares or undertake to deliver certificates within a reasonable
period of time. In the event of any failure to take up and pay for the number
of Shares specified in such written notice on the date set forth therein (or on
the extended date as above provided), the right to exercise the Option shall
terminate with respect to such number of Shares, but shall continue with
respect to the remaining Shares covered by the Option and not yet acquired
pursuant thereto.

   If approved in advance by the Committee, payment in full or in part also may
be made (i) by delivering Shares already owned by the Participant having a
total Fair Market Value on the date of such delivery equal to

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the Option price; (ii) by the execution and delivery of a note or other
evidence of indebtedness (and any security agreement thereunder) satisfactory
to the Committee; (iii) by authorizing the Company to retain Shares that
otherwise would be issuable upon exercise of the Option having a total Fair
Market Value on the date of delivery equal to the Option price; (iv) by the
delivery of cash or the extension of credit by a broker-dealer to whom the
Participant has submitted a notice of exercise or otherwise indicated an intent
to exercise an Option (in accordance with part 220, Chapter II, Title 12 of the
Code of Federal Regulations, a so-called "cashless" exercise); or (v) by any
combination of the foregoing.

 J. Rights as a Stockholder

   No Participant to whom an Option has been granted shall have rights as a
stockholder with respect to any Shares covered by such Option except as to such
Shares as have been registered in the Company's share register in the name of
such Participant upon the due exercise of the Option and tender of the full
Option price.

 K. Assignability and Transferability of Option

   Unless otherwise permitted by the Code and by Rule 16b-3 of the Exchange
Act, if applicable, and approved in advance by the Committee, an Option granted
to a Participant shall not be transferable by the Participant and shall be
exercisable, during the Participant's lifetime, only by such Participant or, in
the event of the Participant's incapacity, his guardian or legal
representative. Except as otherwise permitted herein, such Option shall not be
assigned, pledged, or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment, or similar
process and any attempted transfer, assignment, pledge, hypothecation or other
disposition of any Option or of any rights granted thereunder contrary to the
provisions of this Paragraph K, or the levy of any attachment or similar
process upon an Option or such rights, shall be null and void.

 L. Other Provisions

   The Award Agreement for an Incentive Option shall contain such limitations
and restrictions upon the exercise of the Option as shall be necessary in order
that such Option can be an "incentive stock option" within the meaning of
Section 422 of the Code. Further, the Award Agreements authorized under the
Plan shall be subject to such other terms and conditions including, without
limitation, restrictions upon the exercise of the Option, as the Committee
shall deem advisable and which, in the case of Incentive Options, are not
inconsistent with the requirements of Section 422 of the Code.

 M. Purchase for Investment

   If Shares to be issued upon the particular exercise of an Option shall not
have been effectively registered under the Securities Act of 1933, as now in
force or hereafter amended, the Company shall be under no obligation to issue
the Shares covered by such exercise unless and until the following conditions
have been fulfilled. The person who exercises such Option shall warrant to the
Company that, at the time of such exercise, such person is acquiring his or her
Option Shares for investment and not with a view to, or for sale in connection
with, the distribution of any such Shares, and shall make such other
representations, warranties, acknowledgements, and affirmations, if any, as the
Committee may require. In such event, the person acquiring such Shares shall be
bound by the provisions of the following legend (or similar legend) which shall
be endorsed upon the certificate(s) evidencing his or her Option Shares issued
pursuant to such exercise.

     "The shares represented by this certificate have been acquired for
  investment and they may not be sold or otherwise transferred by any person,
  including a pledgee, in the absence of an effective registration statement
  for the shares under the Securities Act of 1933 or an opinion of counsel
  satisfactory to the Company that an exemption from registration is then
  available."

     "The shares of stock represented by this certificate are subject to all
  of the terms and conditions of a certain Stockholders' Agreement dated as
  of       , 199  , among the Company and certain of its

                                      A-9
<PAGE>

  stockholders. A copy of the Agreement is on file in the office of the
  Secretary of the Company. The Agreement provides, among other things, for
  restrictions upon the holder's right to transfer the shares represented
  hereby, and for certain prior rights to purchase and certain obligations to
  sell the shares of common stock evidenced by this certificate at a
  designated purchase price determined in accordance with certain procedures.
  Any attempted transfer of these shares other than in compliance with the
  Agreement shall be void and of no effect. By accepting the shares of stock
  evidenced by this certificate, any permitted transferee agrees to be bound
  by all of the terms and conditions of said Agreement."

   Without limiting the generality of the foregoing, the Company may delay
issuance of the Shares until completion of any action or obtaining any consent
that the Company deems necessary under any applicable law (including without
limitation state securities or "blue sky" laws).

VIII. Formula Options

   A. Each Non-Employee Board Member shall be granted automatically a Formula
Option to purchase nine thousand (9,000) Shares upon his or her initial
election and qualification for a three (3) year term as a Non-Employee Board
Member, and, thereafter, shall be granted automatically a Formula Option to
purchase nine thousand (9,000) Shares upon each re-election and qualification
as a Non-Employee Board Member. The foregoing notwithstanding, and in lieu
thereof, each Non-Employee Board Member whose election is for a term of less
than three (3) years shall be granted automatically a Formula Option to
purchase three thousand (3,000) Shares for each year of his or her term.

   B. The purchase price of the Shares subject to the Formula Option shall be
equal to one hundred percent (100%) of the Fair Market Value as of the date of
grant.

   C. The Shares subject to the Formula Option granted to a Non-Employee Board
Member shall become exercisable cumulatively, in accordance with the following
schedule:

<TABLE>
<CAPTION>
                                                     Cumulative Number of Shares
                                                      for Which Formula Option
      Years Elapsed Since Date of Grant                   May be Exercised
      ---------------------------------              ---------------------------
      <S>                                            <C>
      Less than 1...................................                0
      1.............................................            3,000
      2.............................................            6,000
      3 or more.....................................            9,000
</TABLE>

The foregoing schedule notwithstanding, if a Non-Employee Board Member shall
cease to be a director of the Company because of death or Disability, all
Shares for which a Formula Option has been granted shall become immediately
exercisable and shall be exercisable in accordance with Paragraphs G and H of
Article VII. If a Non-Employee Board Member ceases to be a director of the
Company for any reason other than death or Disability, his or her right to
exercise the Formula Option, and the timing of such exercise, shall be governed
by the applicable provisions of Paragraph F of Article VII.

   D. Formula Options shall be evidenced by an Award Agreement which shall
conform to the requirements of the Plan, and may contain such other provisions
not inconsistent therewith, as the Committee shall deem advisable. The
provisions of Article VII governing Nonstatutory Options, and the exercise and
issuance thereof, shall apply to Formula Options to the extent such provisions
are not inconsistent with this Article VIII.

IX. Required Terms and Conditions of Restricted Stock

   A. The Committee may from time to time grant an Award in Shares of Common
Stock or grant an Award denominated in units of Common Stock, for such
consideration, if any, as the Committee deems appropriate (which amount may be
less than the Fair Market Value of the Common Stock on the date of the Award),
and subject to such restrictions and conditions and other terms as the
Committee may determine at the time of the

                                      A-10
<PAGE>

Award (including, but not limited to, continuous service with the Company or
its Affiliates, achievement of specific business objectives, increases in
specified indices, attaining growth rates, and other measurements of Company or
Affiliate performance), and subject further to the general provisions of the
Plan, the applicable Award Agreement, and the following specific rules.

   B. If Shares of Restricted Stock are awarded, such Shares cannot be
assigned, sold, transferred, pledged, or hypothecated prior to the lapse of the
restrictions applicable thereto, and, in no event, prior to six (6) months from
the date of the Award. The Company shall issue, in the name of the Participant,
stock certificates representing the total number of Shares of Restricted Stock
awarded to the Participant, as soon as may be reasonably practicable after the
grant of the Award, which certificates shall be held by the Secretary of the
Company as provided in Paragraph G.

   C. Restricted Stock issued to a Participant under the Plan shall be governed
by an Award Agreement that shall specify whether Shares of Common Stock are
awarded to the Participant, or whether the Award shall be one not of Shares of
Common Stock but one denominated in units of Common Stock, any consideration
required thereto, and such other provisions as the Committee shall determine.

   D. Subject to the provisions of Paragraphs B and E hereof and the
restrictions set forth in the related Award Agreement, the Participant
receiving an Award of Shares of Restricted Stock shall thereupon be a
stockholder with respect to all of the Shares represented by such certificate
or certificates and shall have the rights of a stockholder with respect to such
Shares, including the right to vote such Shares and to receive dividends and
other distributions made with respect to such Shares. All Common Stock received
by a Participant as the result of any dividend on the Shares of Restricted
Stock, or as the result of any stock split, stock distribution, or combination
of the Shares affecting Restricted Stock, shall be subject to the restrictions
set forth in the related Award Agreement.

   E. Restricted Stock awarded to a Participant pursuant to the Plan will be
forfeited, and any Shares of Restricted Stock or units of Restricted Stock sold
to a Participant pursuant to the Plan may, at the Company's option, be resold
to the Company for an amount equal to the price paid therefor, and in either
case, such Restricted Stock shall revert to the Company, if the Company so
determines in accordance with Article XIV or any other condition set forth in
the Award Agreement, or, alternatively, if the Participant's employment with
the Company or its Affiliates terminates, other than for reasons set forth in
Article XIII, prior to the expiration of the forfeiture or restriction
provisions set forth in the Award Agreement.

   F. The Committee, in its discretion, shall have the power to accelerate the
date on which the restrictions contained in the Award Agreement shall lapse
with respect to any or all Restricted Stock awarded under the Plan.

   G. The Secretary of the Company shall hold the certificate or certificates
representing Shares of Restricted Stock issued under the Plan, properly
endorsed for transfer, on behalf of each Participant who holds such Shares,
until such time as the Shares of Restricted Stock are forfeited, resold to the
Company, or the restrictions lapse. Any Restricted Stock denominated in units
of Common Stock, if not previously forfeited, shall be payable in accordance
with Article XV as soon as practicable after the restrictions lapse.

   H. The Committee may prescribe such other restrictions, conditions, and
terms applicable to Restricted Stock issued to a Participant under the Plan
that are neither inconsistent with nor prohibited by the Plan or the Award
Agreement, including, without limitation, terms providing for a lapse of the
restrictions of this Article or any Award Agreement in installments.

X. Required Terms and Conditions of Stock Appreciation Rights

   If deemed by the Committee to be in the best interests of the Company, a
Participant may be granted a Right. Each Right shall be granted subject to such
restrictions and conditions and other terms as the Committee

                                      A-11
<PAGE>

may specify in the Award Agreement at the time the Right is granted, subject
to the general provisions of the Plan, and the following specific rules.

   A. Rights may be granted, if at all, either singly, in combination with
another Award, or in tandem with another Award. At the time of grant of a
Right, the Committee shall specify the base price of Common Stock to be used
in connection with the calculation described in Paragraph B below, provided
that the base price shall not be less than one hundred percent (100%) of the
Fair Market Value of a Share of Common Stock on the date of grant, unless
approved by the Board.

   B. Upon exercise of a Right, which shall be not less than six (6) months
from the date of the grant, the Participant shall be entitled to receive in
accordance with Article XV, and as soon as practicable, the excess of the Fair
Market Value of one Share of Common Stock on the date of exercise over the
base price specified in such Right, multiplied by the number of Shares of
Common Stock then subject to the Right, or the portion thereof being
exercised.

   C. Notwithstanding anything herein to the contrary, if the Award granted to
a Participant allows him or her to elect to cancel all or any portion of an
unexercised Option by exercising an additional or tandem Right, then the
Option price per Share of Common Stock shall be used as the base price
specified in Paragraph A to determine the value of the Right upon such
exercise and, in the event of the exercise of such Right, the Company's
obligation with respect to such Option or portion thereof shall be discharged
by payment of the Right so exercised. In the event of such a cancellation, the
number of Shares as to which such Option was canceled shall become available
for use under the Plan, less the number of Shares, if any, received by the
Participant upon such cancellation in accordance with Article XV.

   D. A Right may be exercised only by the Participant (or, if applicable
under Article XIII, by a legatee or legatees of such Right, or by the
Participant's executors, personal representatives, or distributees).

XI. Performance Awards

   A. A Participant may be granted an Award that is subject to performance
conditions specified by the Committee. The Committee may use business criteria
and other measures of performance it deems appropriate in establishing any
performance conditions (including, but not limited to, continuous service with
the Company or its Affiliates, achievement of specific business objectives,
increases in specified indices, attaining growth rates, and other measurements
of Company or Affiliate performance), and may exercise its discretion to
reduce or increase the amounts payable under any Award subject to performance
conditions, except as otherwise limited under Paragraphs C and D, below, in
the case of a Performance Award intended to qualify under Code Section 162(m).

   B. Any Performance Award will be forfeited if the Company so determines in
accordance with Article XIV or any other condition set forth in the Award
Agreement, or, alternatively, if the Participant's employment with the Company
or its Affiliates terminates, other than for reasons set forth in Article
XIII, prior to the expiration of the time period over which the performance
conditions are to be measured.

   C. If the Committee determines that a Performance Award to be granted to a
Key Employee should qualify as "performance-based compensation" for purposes
of Code Section 162(m), the grant and/or settlement of such Performance Award
shall be contingent upon achievement of preestablished performance goals and
other terms set forth in this Paragraph C.

     1. Performance Goals Generally. The performance goals for such
  Performance Awards shall consist of one or more business criteria and a
  targeted level or levels of performance with respect to such criteria, as
  specified by the Committee consistent with this Paragraph C. Performance
  goals shall be objective and shall otherwise meet the requirements of Code
  Section 162(m), including the requirement that the level or levels of
  performance targeted by the Committee result in the performance goals being
  "substantially uncertain." The Committee may determine that more than one
  performance goal must be achieved as a

                                     A-12
<PAGE>

  condition to settlement of such Performance Awards. Performance goals may
  differ for Performance Awards granted to any one Participant or to
  different Participants.

     2. Business Criteria. One or more of the following business criteria for
  the Company, on a consolidated basis, and/or for specified Affiliates or
  business units of the Company (except with respect to the total stockholder
  return and earnings per share criteria), shall be used exclusively by the
  Committee in establishing performance goals for such Performance Awards:
  (1) total stockholder return; (2) such total stockholder return as compared
  to the total return (on a comparable basis) of a publicly available index
  such as, but not limited to, the Standard & Poor's 500 or the Nasdaq-U.S.
  Index; (3) net income; (4) pre-tax earnings; (5) EBITDA; (6) pre-tax
  operating earnings after interest expense and before bonuses, service fees,
  and extraordinary or special items; (7) operating margin; (8) earnings per
  share; (9) return on equity; (10) return on capital; (11) return on
  investment; (12) operating income, excluding the effect of charges for
  acquired in-process technology and before payment of executive bonuses;
  (13) earnings per share, excluding the effect of charges for acquired in-
  process technology and before payment of executive bonuses; (14) working
  capital; and (15) total revenues. The foregoing business criteria also may
  be used in establishing performance goals for Cash Awards granted under
  Article XII hereof.

     3. Compensation Limitation. No Key Employee may receive a Performance
  Award in excess of $2,400,000 for any three (3) year period.

   D. Achievement of performance goals in respect of such Performance Awards
shall be measured over such periods as may be specified by the Committee.
Performance goals shall be established on or before the dates that are required
or permitted for "performance-based compensation" under Code Section 162(m).

   E. Settlement of Performance Awards may be in cash or Shares, or other
property, in the discretion of the Committee. The Committee may, in its
discretion, reduce the amount of a settlement otherwise to be made in
connection with such Performance Awards, but may not exercise discretion to
increase any such amount payable in respect of a Performance Award subject to
Code Section 162(m).

XII. Required Terms and Conditions of Cash Awards

   A. The Committee may from time to time authorize the award of cash payments
under the Plan to Participants, subject to such restrictions and conditions and
other terms as the Committee may determine at the time of authorization
(including, but not limited to, continuous service with the Company or its
Affiliates, achievement of specific business objectives, increases in specified
indices, attaining growth rates, and other measurements of Company or Affiliate
performance), and subject to the general provisions of the Plan, the applicable
Award Agreement, and the following specific rules.

   B. Any Cash Award will be forfeited if Company so determines in accordance
with Article XIV or any other condition set forth in the Award Agreement, or,
alternatively, if the Participant's employment with the Company or its
Affiliates terminates, other than for reasons set forth in Article XIII, prior
to the attainment of any goals set forth in the Award Agreement or prior to the
expiration of the forfeiture or restriction provisions set forth in the Award
Agreement, whichever is applicable.

   C. The Committee, in its discretion, shall have the power to change the date
on which the restrictions contained in the Award Agreement shall lapse, or the
date on which goals are to be measured, with respect to any Cash Award.

   D. Any Cash Award, if not previously forfeited, shall be payable in
accordance with Article XV as soon as practicable after the restrictions lapse
or the goals are attained.

   E. The Committee may prescribe such other restrictions, conditions, and
terms applicable to the Cash Awards issued to a Participant under the Plan that
are neither inconsistent with nor prohibited by the Plan or the Award
Agreement, including, without limitation, terms providing for a lapse of the
restrictions, or a measurement of the goals, in installments.

                                      A-13
<PAGE>

XIII. Termination of Employment

   Except as may otherwise be (i) provided in Article VII for Options, (ii)
provided for under the Award Agreement, or (iii) permitted pursuant to
Paragraphs A through C of this Article XIII (subject to the limitations under
the Code for Incentive Options), if the employment of a Participant terminates,
all unexpired, unpaid, unexercised, or deferred Awards shall be canceled
immediately.

   A. Retirement under a Company or Affiliate Retirement Plan. When a
Participant's employment terminates as a result of retirement as defined under
a Company or Affiliate retirement plan, the Committee may permit Awards to
continue in effect beyond the date of retirement in accordance with the
applicable Award Agreement, and/or the exercisability and vesting of any Award
may be accelerated.

   B. Resignation in the Best Interests of the Company or an Affiliate. When a
Participant resigns from the Company or an Affiliate and, in the judgment of
the chief executive officer or other senior officer designated by the
Committee, the acceleration and/or continuation of outstanding Awards would be
in the best interests of the Company, the Committee may (i) authorize, where
appropriate, the acceleration and/or continuation of all or any part of Awards
granted prior to such termination and (ii) permit the exercise, vesting, and
payment of such Awards for such period as may be set forth in the applicable
Award Agreement, subject to earlier cancellation pursuant to Article XIV or at
such time as the Committee shall deem the continuation of all or any part of
the Participant's Awards are not in the Company's or its Affiliate's best
interests.

   C. Death or Disability of a Participant

     1. In the event of a Participant's death, the Participant's estate or
  beneficiaries shall have a period up to the earlier of (i) the expiration
  date specified in the Award Agreement, or (ii) the expiration date
  specified in Paragraph H of Article VII, within which to receive or
  exercise any outstanding Awards held by the Participant under such terms as
  may be specified in the applicable Award Agreement. Rights to any such
  outstanding Awards shall pass by will or the laws of descent and
  distribution in the following order: (a) to beneficiaries so designated by
  the Participant; (b) to a legal representative of the Participant; or (c)
  to the persons entitled thereto as determined by a court of competent
  jurisdiction. Awards so passing shall be made at such times and in such
  manner as if the Participant were living.

     2. In the event a Participant is determined by the Company to be
  Disabled, and subject to the limitations of Paragraph G of Article VII,
  Awards may be paid to, or exercised by, the Participant, if legally
  competent, or by a legally designated guardian or other representative if
  the Participant is legally incompetent by virtue of such Disability.

     3. After the death or Disability of a Participant, the Committee may in
  its sole discretion at any time (i) terminate restrictions in Award
  Agreements; (ii) accelerate any or all installments and rights; and/or
  (iii) instruct the Company to pay the total of any accelerated payments in
  a lump sum to the Participant, the Participant's estate, beneficiaries or
  representative, notwithstanding that, in the absence of such termination of
  restrictions or acceleration of payments, any or all of the payments due
  under the Awards ultimately might have become payable to other
  beneficiaries.

XIV. Cancellation and Rescission of Awards

   Unless the Award Agreement specifies otherwise, the Committee may cancel any
unexpired, unpaid, unexercised, or deferred Awards at any time if the
Participant is not in compliance with the applicable provisions of the Award
Agreement, the Plan, or with the following conditions:

   A. A Participant shall not breach any protective agreement entered into
between him or her and the Company or any Affiliates, or render services for
any organization or engage directly or indirectly in any business which, in the
judgment of the chief executive officer of the Company or other senior officer
designated by the Committee, is or becomes competitive with the Company, or
which organization or business, or the rendering of services to such
organization or business, is or becomes otherwise prejudicial to or in conflict
with the interests of the Company. For a Participant whose employment has
terminated, the judgment of the chief

                                      A-14
<PAGE>

executive officer shall be based on terms of the protective agreement, if
applicable, or on the Participant's position and responsibilities while
employed by the Company or its Affiliates, the Participant's post-employment
responsibilities and position with the other organization or business, the
extent of past, current, and potential competition or conflict between the
Company and other organization or business, the effect of the Participant's
assuming the post-employment position on the Company's or its Affiliate's
customers, suppliers, investors, and competitors, and such other considerations
as are deemed relevant given the applicable facts and circumstances. A
Participant may, however, purchase as an investment or otherwise, stock or
other securities of any organization or business so long as they are listed
upon a recognized securities exchange or traded over-the-counter, and such
investment does not represent a substantial investment to the Participant or a
greater than one percent (1%) equity interest in the organization or business.

   B. A Participant shall not, without prior written authorization from the
Company, disclose to anyone outside the Company or its Affiliates, or use in
other than the Company's or Affiliate's business, any confidential information
or materials relating to the business of the Company or its Affiliates,
acquired by the Participant either during or after employment with the Company
or its Affiliates.

   C. A Participant shall disclose promptly and assign to the Company all
right, title, and interest in any invention or idea, patentable or not, made or
conceived by the Participant during employment with the Company or an
Affiliate, relating in any manner to the actual or anticipated business,
research, or development work of the Company or its Affiliates, and shall do
anything reasonably necessary to enable the Company or its Affiliates to secure
a patent, trademark, copyright, or other protectable interest where appropriate
in the United States and in foreign countries.

Upon exercise, payment, or delivery pursuant to an Award, the Participant shall
certify on a form acceptable to the Committee that he or she is in compliance
with the terms and conditions of the Plan, including the provisions of
Paragraphs A, B or C of this Article XIV. Failure to comply with the provisions
of Paragraphs A, B or C of this Article XIV prior to, or during the one (1)
year period after, any exercise, payment, or delivery pursuant to an Award
shall cause such exercise, payment, or delivery to be rescinded. The Company
shall notify the Participant in writing of any such rescission within two (2)
years after such exercise, payment, or delivery. Within ten (10) days after
receiving such a notice from the Company, the Participant shall pay to the
Company the amount of any gain realized or payment received as a result of the
rescinded exercise, payment, or delivery pursuant to the Award. Such payment
shall be made either in cash or by returning to the Company the number of
Shares of Common Stock that the Participant received in connection with the
rescinded exercise, payment, or delivery.

XV. Payment of Restricted Stock, Rights, Performance Awards and Cash Awards

   Payment of Restricted Stock, Rights, Performance Awards and Cash Awards may
be made, as the Committee shall specify, in the form of cash, Shares of Common
Stock, or combinations thereof; provided, however, that a fractional Share of
Common Stock shall be paid in cash equal to the Fair Market Value of the
fractional Share of Common Stock at the time of payment.

XVI. Withholding

   Except as otherwise provided by the Committee,

   A. The Company shall have the power and right to deduct or withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, and local taxes required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan; and

   B. In the case of payments of Awards, or upon any other taxable event
hereunder, a Participant may elect, subject to the approval in advance by the
Committee, to satisfy the withholding requirement, if any, in whole or in part,
by having the Company withhold Shares of Common Stock that would otherwise be
transferred to the

                                      A-15
<PAGE>

Participant having a Fair Market Value, on the date the tax is to be
determined, equal to the minimum marginal tax that could be imposed on the
transaction. All elections shall be made in writing and signed by the
Participant.

XVII. Savings Clause

   This Plan is intended to comply in all respects with applicable law and
regulations, including, (i) with respect to those Participants who are officers
or directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the
Securities and Exchange Commission, if applicable, and (ii) with respect to
executive officers, Code Section 162(m). In case any one or more provisions of
this Plan shall be held invalid, illegal, or unenforceable in any respect under
applicable law and regulation (including Rule 16b-3 and Code Section 162(m)),
the validity, legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby and the invalid, illegal, or
unenforceable provision shall be deemed null and void; however, to the extent
permitted by law, any provision that could be deemed null and void shall first
be construed, interpreted, or revised retroactively to permit this Plan to be
construed in compliance with all applicable law (including Rule 16b-3 and Code
Section 162(m)) so as to foster the intent of this Plan. Notwithstanding
anything herein to the contrary, with respect to Participants who are officers
and directors for purposes of Section 16 of the Exchange Act, if applicable,
and if required to comply with rules promulgated thereunder, no grant of, or
Option to purchase, Shares shall permit unrestricted ownership of Shares by the
Participant for at least six (6) months from the date of grant or Option,
unless the Board determines that the grant of, or Option to purchase, Shares
otherwise satisfies the then current Rule 16b-3 requirements.

XVIII. Adjustments upon Changes in Capitalization; Corporate Transactions

   In the event that the outstanding Shares of the Company are changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, change in par value, stock
split-up, combination of shares or dividends payable in capital stock, or the
like, appropriate adjustments to prevent dilution or enlargement of the Awards
granted to, or available for, Participants shall be made in the manner and kind
of Shares for the purchase of which Awards may be granted under the Plan, and,
in addition, appropriate adjustment shall be made in the number and kind of
Shares and in the Option price per share subject to outstanding Options. The
foregoing notwithstanding, no such adjustment shall be made in an Incentive
Option which shall, within the meaning of Section 424 of the Code, constitute
such a modification, extension, or renewal of an Option as to cause it to be
considered as the grant of a new Option.

   Notwithstanding anything herein to the contrary, the Company may, in its
sole discretion, accelerate the timing of the exercise provisions of any Award
in the event of a tender offer for the Company's Shares, the adoption of a plan
of merger or consolidation under which a majority of the Shares of the Company
would be eliminated, or a sale of all or any portion of the Company's assets or
capital stock. Alternatively, the Company may, in its sole discretion, cancel
any or all Awards upon any of the foregoing events and provide for the payment
to Participants in cash of an amount equal to the value or appreciated value,
whichever is applicable, of the Award, as determined in good faith by the
Committee, at the close of business on the date of such event. The preceding
two sentences of this Article XVIII notwithstanding, the Company shall be
required to accelerate the timing of the exercise provisions of any Award if
(i) any such business combination is to be accounted for as a pooling-of-
interests under APB Opinion 16 and (ii) the timing of such acceleration does
not prevent such pooling-of-interests treatment.

   Upon a business combination by the Company or any of its Affiliates with any
corporation or other entity through the adoption of a plan of merger or
consolidation or a share exchange or through the purchase of all or
substantially all of the capital stock or assets of such other corporation or
entity, the Board or the Committee may, in its sole discretion, grant Options
pursuant hereto to all or any persons who, on the effective date of such
transaction, hold outstanding options to purchase securities of such other
corporation or entity and who, on and after the effective date of such
transaction, will become employees or directors of, or consultants or

                                      A-16
<PAGE>

advisors to, the Company or its Affiliates. The number of Shares subject to
such substitute Options shall be determined in accordance with the terms of the
transaction by which the business combination is effected. Notwithstanding the
other provisions of this Plan, the other terms of such substitute Options shall
be substantially the same as or economically equivalent to the terms of the
options for which such Options are substituted, all as determined by the Board
or by the Committee, as the case may be. Upon the grant of substitute Options
pursuant hereto, the options to purchase securities of such other corporation
or entity for which such Options are substituted shall be cancelled
immediately.

XIX. Dissolution or Liquidation of the Company

   Upon the dissolution or liquidation of the Company other than in connection
with a transaction to which Article XVIII is applicable, all Awards granted
hereunder shall terminate and become null and void; provided, however, that if
the rights of a Participant under the applicable Award have not otherwise
terminated and expired, the Participant may, if the Committee, in its sole
discretion, so permits, have the right immediately prior to such dissolution or
liquidation to exercise any Award granted hereunder to the extent that the
right thereunder has become exercisable as of the date immediately prior to
such dissolution or liquidation.

XX. Termination of the Plan

   The Plan shall terminate (10) years from the earlier of the date of its
adoption by the Board or the date of its approval by the stockholders. The Plan
may be terminated at an earlier date by vote of the stockholders or the Board;
provided, however, that any such earlier termination shall not affect any Award
Agreements executed prior to the effective date of such termination.
Notwithstanding anything in this Plan to the contrary, any Options granted
prior to the effective date of the Plan's termination may be exercised until
the earlier of (i) the date set forth in the Award Agreement, or (ii) in the
case of an Incentive Option, ten (10) years from the date the Option is
granted; and the provisions of the Plan with respect to the full and final
authority of the Committee under the Plan shall continue to control.

XXI. Amendment of the Plan

   The Plan may be amended by the Board and such amendment shall become
effective upon adoption by the Board; provided, however, that any amendment
that (i) increases the numbers of Shares that may be granted under this Plan,
other than as provided by Article XVIII, (ii) materially modifies the
requirements as to eligibility to participate in the Plan, (iii) materially
increases the benefits to Participants, (iv) extends the period during which
Incentive Options may be granted or exercised, or (v) changes the designation
of the class of employees eligible to receive Incentive Options, or otherwise
causes the Incentive Options to no longer qualify as "incentive stock options"
as defined in Section 422 of the Code, also shall be subject to the approval of
the stockholders of the Company within one (1) year either before or after such
adoption by the Board, subject to the requirements of Article XVII of the Plan.

XXII. Employment Relationship

   Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating the employment of a Participant, nor to prevent a
Participant from terminating the Participant's employment with the Company or
an Affiliate.

XXIII. Indemnification of Committee

   In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against all reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken by them as directors or members of the Committee and against all amounts

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<PAGE>

paid by them in settlement thereof (provided such settlement is approved by
the Board) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that the director or Committee
member is liable for gross negligence or willful misconduct in the performance
of his or her duties. To receive such indemnification, a director or Committee
member must first offer in writing to the Company the opportunity, at its own
expense, to defend any such action, suit or proceeding.

XXIV. Unfunded Plan

   Insofar as it provides for payments in cash in accordance with Article XV,
or otherwise, the Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants who are entitled to cash, Common
Stock, or rights thereto under the Plan, any such accounts shall be used
merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common
Stock, or rights thereto, nor shall the Plan be construed as providing for
such segregation, nor shall the Company, the Board, or the Committee be deemed
to be a trustee of any cash, Common Stock, or rights thereto to be granted
under the Plan. Any liability of the Company to any Participant with respect
to a grant of cash, Common Stock, or rights thereto under the Plan shall be
based solely upon any contractual obligations that may be created by the Plan
and any Award Agreement; no such obligation of the Company shall be deemed to
be secured by any pledge or other encumbrance on any property of the Company.
Neither the Company nor the Board nor the Committee shall be required to give
any security or bond for the performance of any obligation that may be created
by the Plan.

XXV. Mitigation of Excise Tax

   If any payment or right accruing to a Participant under this Plan (without
the application of this Article XXV), either alone or together with other
payments or rights accruing to the Participant from the Company or an
Affiliate, would constitute a "parachute payment" (as defined in Section 280G
of the Code and regulations thereunder), such payment or right shall be
reduced to the largest amount or greatest right that will result in no portion
of the amount payable or right accruing under the Plan being subject to an
excise tax under Section 4999 of the Code or being disallowed as a deduction
under Section 280G of the Code. The determination of whether any reduction in
the rights or payments under this Plan is to apply shall be made by the
Company. The Participant shall cooperate in good faith with the Company in
making such determination and providing any necessary information for this
purpose.

XXVI. Effective Date

   This Plan shall become effective upon adoption by the Board, provided that
the Plan is approved by the stockholders of the Company before or at the
Company's next annual meeting, but in no event shall stockholder approval be
sought more than one (1) year after such adoption by the Board.

XXVII. Governing Law

   This Plan shall be governed by the laws of the State of Illinois and
construed in accordance therewith.

Adopted this 30th day of June, 1996.

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