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                                                                     Appendix B

                          [NAVIGANT CONSULTING], INC.

                           LONG-TERM INCENTIVE PLAN

                     As Amended Through November 30, 2000

I. Purpose

   The [Navigant Consulting, Inc. Long-Term Incentive Plan (formerly The]
Metzler Group, Inc. Long-Term Incentive Plan[) originally was] 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.

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

   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 [Navigant Consulting, Inc. (formerly 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 [in accordance with Article VIII of the Plan.]

   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 Navigant Consulting], Inc. Long-Term Incentive Plan
[(formerly The Metzler Group, Inc. Long-Term Income 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 mean treasury or authorized but unissued [shares of] Common
Stock, [$0.001] 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 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.


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   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[;]
  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.

   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.

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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.

   [The Awards of Formula Options to Non-Employee Board Members will not
preclude the Committee from granting to such individuals other types of Awards
under the Plan.]

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 [five million
five hundred thousand (5,500,000).]

 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 [a Nonstatutory Option automatically] granted to a
Non-Employee Board Member [in accordance with Article VIII of the Plan.]

 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,

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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.

 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

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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 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

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  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 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 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

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exercise an Option (in accordance with part 220, Chapter II, Title 12 of the
Code of Federal Regulations, a so-called "cashless" exercise); or ([i]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 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

                                      B-9
<PAGE>

  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. Grant on November 30, 2000

   Each individual serving as a Non-Employee Board Member immediately
following the conclusion of the annual meeting of stockholders to be held on
November 30, 2000 automatically shall be granted, on such date, a Formula
Option to purchase fifteen thousand (15,000) Shares; provided, however, that
the number of Shares subject to such November 30, 2000 Formula Option shall be
reduced by the number of Shares subject to any Formula Option granted under
the Plan to the Non-Employee Board Member during the 90 days immediately
preceding November 30, 2000. The purchase price of each Share subject to the
Formula Option shall be equal to 100% of the Fair Market Value of a Share of
Common Stock on the date of grant of such option. The Formula Option shall
become fully exercisable on May 31, 2001.

   B. Grant Upon Initial Election

   Each individual who is first elected or first begins to serve as a Non-
Employee Board Member after November 30, 2000 other than by reason of
termination of employment automatically shall be granted, on the date of such
initial election or service, a Formula Option to purchase fifteen thousand
(15,000) Shares. The foregoing notwithstanding, and in lieu thereof, each Non-
Employee Board Member whose initial election or service other than by reason
of termination of employment is for a term of less than three (3) years
automatically shall be granted, on the date of his or her initial election or
service, a Formula Option to purchase five thousand (5,000) Shares for each
full year of his or her term as a Non-Employee Board Member. The purchase
price of each Share subject to the Formula Option shall be equal to 100% of
the Fair Market Value of a Share of Common Stock on the date of grant of such
option. The Formula Option shall become fully exercisable on the six (6) month
anniversary of the date of the Non-Employee Board Member's initial election or
service.

   C. Annual Grants

   Each January 1st occurring after November 30, 2000 and during a Non-
Employee Board Member's initial term, or any subsequent term, the Non-Employee
Board Member automatically shall be granted a Formula Option to purchase five
thousand (5,000) Shares. The purchase price of each Share subject to the
Formula Option shall be equal to 100% of the Fair Market Value of a Share of
Common Stock on the date of grant of such option. The Formula Option shall
become fully exercisable on the one year anniversary of the January 1st grant
date.

   D. Provisions Applicable to All Formula Options

   Notwithstanding the provisions regarding exercisability of a Formula Option
otherwise stated in this Article VIII,] if a Non-Employee Board Member shall
cease to be a director of the Company because of death or Disability, [the]
Formula Option shall become immediately exercisable and shall be exercisable
in accordance with Paragraphs G and H of Article VI [and 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.

   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

                                     B-10
<PAGE>

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 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

                                     B-11
<PAGE>

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 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

                                     B-12
<PAGE>

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 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[,] earnings per [S]hare [and price of a 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 [S]hare; (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 [S]hare, excluding
  the effect of charges for acquired in-process technology and before payment
  of executive bonuses; (14) working capital; (15) total revenues; [and (16)
  price of a Share or an increase in such price.] 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.


                                     B-13
<PAGE>

   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.

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.

                                     B-14
<PAGE>

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
  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.

                                     B-15
<PAGE>

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 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

                                     B-16
<PAGE>

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 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.


                                     B-17
<PAGE>

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
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]. 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.

[XXVI]. 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 November, 2000.

                                     B-18