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                                                                   Exhibit 10(t)


                              THE FIRST YEARS INC.

                           1993 EQUITY INCENTIVE PLAN
                        (AS AMENDED THROUGH MAY 20, 1999)


1.       PURPOSE

The purpose of this 1993 Equity Incentive Plan (the "Plan") is to advance the
interests of The First Years Inc. (the "Company") by enhancing its ability to
attract and retain employees and other persons or entities who are in a position
to make significant contributions to the success of the Company and its
subsidiaries through ownership of shares of the Company's common stock
("Stock").

The Plan is intended to accomplish these goals by enabling the Company to grant
Awards in the form of Options, Stock Appreciation Rights, Restricted Stock or
Unrestricted Stock Awards, Deferred Stock Awards, Performance Awards, Loans or
Supplement Grants, or combinations thereof, all as more fully described below.

2.       ADMINISTRATION

Unless otherwise determined by the Board of Directors of the Company (the
"Board"), the Plan will be administered by a Committee of the Board designated
for such purpose (the "Committee"). The Committee shall consist of at least two
directors. A majority of the members of the Committee shall constitute a quorum,
and all determinations of the Committee shall be made by a majority of its
members. Any determination of the Committee under the Plan may be made without
notice or meeting of the Committee by a writing signed by a majority of the
Committee members. So long as the Stock is registered under the Securities
Exchange Act of 1934 (the "1934 Act"), all members of the Committee shall be
non-employee directors within the meaning of Rule 16b-3 under the 1934 Act. The
Committee will have authority, not inconsistent with the express provisions of
the Plan and in addition to other authority granted under the Plan, to (a) grant
Awards at such time or times as it may choose; (b) determine the size of each
Award, including the number of shares of Stock subject to the Award; (c)
determine the type or types of each Award; (d) determine the terms and


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conditions of each Award; (e) waive compliance by a Participant (as defined
below) with any obligations to be performed by the Participant under an Award
and waive any term or condition of an Award; (f) amend or cancel an existing
Award in whole or in part (and if an award is canceled, grant another Award in
its place on such terms as the Board shall specify), except that the Board may
not, without the consent of the holder of an Award, take any action under this
clause with respect to such Award if such action would adversely affect the
rights of such holder; (g) prescribe the form or forms of instruments that are
required or deemed appropriate under the Plan, including any written notices and
elections required of Participants, and change such forms from time to time; (h)
adopt, amend and rescind rules and regulations for the administration of the
Plan; and (I) interpret the Plan and decide any questions and settle all
controversies and disputes that may arise in connection with the Plan. Such
determinations and actions of the Committee, and all other determinations and
actions of the Committee made or taken under authority granted by any provision
of the Plan, will be conclusive and will bind all parties. Nothing in this
paragraph shall be construed as limiting the power of the Committee to make
adjustments under Section 7.3 or Section 8.6.

3.       EFFECTIVE DATE AND TERM OF PLAN

The Plan will become effective on the date on which it is approved by the
stockholders of the Company. No Award may be granted under the Plan after ten
years following the date of stockholder approval, but Awards previously granted
may extend beyond that date.

4.       SHARES SUBJECT TO THE PLAN

Subject to the adjustment as provided in Section 8.6 below, the aggregate number
of shares of Stock that may be delivered under the Plan will be 2,420,000. If
any Award requiring exercise by the Participant for delivery of Stock terminates
without having been exercised in full, or if any Award payable in Stock or cash
is satisfied in cash rather than Stock, the number of shares of Stock as to
which such Award was not exercised or for which cash was substituted will be
available for future grants. If any Stock purchased on exercise of an Option is
paid for through the delivery of shares of Stock or if shares of Stock are held
back by the Company, or delivered to the Company, to satisfy a tax



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withholding requirement on an Award, the number of shares of Stock delivered to
or held back by the Company shall be available for future grants.

The maximum number of shares for which Options and Stock Appreciation Rights may
be granted to any individual over the life of the Plan shall be 1,200,000, which
limitation shall be construed and applied consistently with the rules under
Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code").

Stock delivered under the Plan may be either authorized but unissued Stock or
previously issued Stock acquired by the Company and held in treasury. No
fractional shares of Stock will be delivered under the Plan.

5.       ELIGIBILITY AND PARTICIPATION

Those eligible to receive Awards under the Plan ("Participants") will be persons
in the employ of the Company or any of its subsidiaries ("Employees") and other
persons or entities (including without limitation non-Employee directors of the
Company or a subsidiary of the Company or Employee directors of a subsidiary of
the Company) who, in the opinion of the Committee, are in a position to make a
significant contribution to the success of the Company or its subsidiaries. A
"subsidiary" for purposes of the Plan will be a corporation in which the Company
owns, directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock.

6.       TYPES OF AWARDS

         6.1  OPTIONS

         (a)  NATURE OF OPTIONS. An Option is an Award entitling the recipient
              on exercise thereof to purchase stock at a specified exercise
              price.

              Both "incentive stock options," as defined in Section 422 of the
              Code (any Option intended to qualify as an incentive stock option
              being hereinafter referred to as an "ISO"), and Options that are
              not incentive stock options may be granted under the Plan. ISOs
              shall be awarded only to Employees.


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         (b)  EXERCISE PRICE. The exercise price of an Option will be determined
              by the Board subject to the following:

              (1) The exercise price of an ISO shall not be less than 100% (110%
                  in the case of an ISO granted to a ten-percent stockholder) of
                  the fair market value of the Stock subject to the Option,
                  determined as of the time the Option is granted. A
                  "ten-percent stockholder" is any person who at the time of
                  grant owns, directly or indirectly, or is deemed to own by
                  reason of the attribution rules of section 424(d) of the Code,
                  stock possessing more than 10% of the total combined voting
                  power of all classes of stock of the Company or of any of its
                  subsidiaries.

              (2) In no case may the exercise price paid for Stock which is part
                  of an original issue of authorized Stock be less than the par
                  value per share of the Stock.

              (3) The Committee may reduce the exercise price of an Option at
                  any time after the time of grant, but in the case of an Option
                  originally awarded as an ISO, only with the consent of the
                  Participant.

         (c)  DURATION OF OPTIONS. The latest date on which an Option may be
              exercised will be the tenth anniversary (fifth anniversary, in the
              case of an ISO granted to a ten-percent stockholder) of the day
              immediately preceding the date the Option was granted, or such
              earlier date as may have been specified by the Committee at the
              time the Option was granted.

         (d)  EXERCISE OF OPTIONS. Options granted under any single Award will
              become exercisable at such time or times, and on such conditions,
              as the Committee may specify. The Committee may at any time and
              from time to time accelerate the time at which all or any part of
              the Option may be exercised.



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              Any exercise of an Option must be in writing, signed by the proper
              person and delivered or mailed to the Company, accompanied by (1)
              any documents required by the Committee and (2) payment in full in
              accordance with paragraph (e) below for the number of shares for
              which the Option is exercised.

         (e)  PAYMENT FOR STOCK. Stock purchased on exercise of an Option must
              be paid for as follows: (1) in cash or by check (acceptable to the
              Company in accordance with guidelines established for this
              purpose), bank draft or money order payable to the order of the
              Company, or (2), if so permitted by the instrument evidencing the
              Option (or in the case of an Option which is not an ISO, by the
              Committee at or after grant of the Option), (i) through the
              delivery of shares of Stock which have been outstanding for at
              least six months (unless the Committee expressly approves a
              shorter period) and which have a fair market value on the last
              business day preceding the date of exercise equal to the exercise
              price, or (ii) by delivery of a promissory note of the Option
              holder to the Company, payable on such terms as are specified by
              the Committee, or (iii) by delivery of an unconditional and
              irrevocable undertaking by a broker to deliver promptly to the
              Company sufficient funds to pay the exercise price, or (iv) by any
              combination of the permissible forms of payment; provided, that if
              the Stock delivered upon exercise of the Option is an original
              issue of authorized Stock, at least so much of the exercise price
              as represents the par value of such Stock must be paid other than
              by the Option holder's promissory note or personal check.

         (f)  DISCRETIONARY PAYMENTS. If the market price of shares of Stock
              subject to an Option (other than an Option which is in tandem with
              a Stock Appreciation Right as described in Section 6.2 below)
              exceeds the exercise price of the Option at the time of its
              exercise, the Committee may cancel the Option and cause the
              Company to pay in cash or in shares of Common Stock (at a price
              per share equal to the fair market value per share) to the person
              exercising the Option an amount equal to



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              the difference between the fair market value of the Stock which
              would have been purchased pursuant to the exercise (determined on
              the date the Option is canceled) and the aggregate exercise price
              which would have been paid. The Committee may exercise its
              discretion to take such action only if it has received a written
              request from the person exercising the Option, but such a request
              will not be binding on the Committee.

         6.2  STOCK APPRECIATION RIGHTS.

         (a)  NATURE OF STOCK APPRECIATION RIGHTS. A Stock Appreciation right is
              an Award entitling the recipient on exercise of the right to
              receive an amount, in cash or Stock or a combination thereof (such
              form to be determined by the Committee), determined in whole or in
              part by reference to appreciation in Stock value.

              In general, a Stock Appreciation Right entitles the Participant to
              receive, with respect to each share of Stock as to which the Right
              is exercised, the excess of the share's fair market value on the
              date of exercise over its fair market value on the date the Right
              was granted. However, the Committee may provide at the time of
              grant that the amount the recipient is entitled to receive will be
              adjusted upward or downward under rules established by the
              Committee to take into account the performance of the Stock in
              comparison with the performance of other stocks or an index or
              indices of other stocks. The Committee may also grant Stock
              Appreciation Rights providing that following a Change of Control
              of the Company as defined in Paragraph 7.3 ("Change of Control"),
              as determined by the Committee, the holder of such Right will be
              entitled to receive, with respect to each share of Stock subject
              to the Right, an amount equal to the excess of a specified value,
              (which may include an average of values) for a share of Stock
              during a period preceding such Change of Control over the fair
              market value of a share of Stock on the date the Right was
              granted.

         (b)  GRANT OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may
              be granted in tandem with,


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              or independently of, Options granted under the Plan. A Stock
              Appreciation Right granted in tandem with an Option which is not
              an ISO may be granted either at or after the time the Option is
              granted. A Stock Appreciation Right granted in tandem with an ISO
              may be granted only at the time the Option is granted.

         (c)  RULES APPLICABLE TO TANDEM AWARDS. When Stock Appreciation Rights
              are granted in tandem with Options, the following will apply:

              (1) The Stock Appreciation Right will be exercisable only at such
                  time or times, and to the extent, that the related Option is
                  exercisable and will be exercisable in accordance with the
                  procedure required for exercise of the related Option.

              (2) The Stock Appreciation Right will terminate and no longer be
                  exercisable upon the termination or exercise of the related
                  Option, except that a Stock Appreciation Right granted with
                  respect to less than the full number of shares covered by an
                  Option will not be reduced until the number of shares as to
                  which the related Option has been exercised or has terminated
                  exceeds the number of shares not covered by the Stock
                  Appreciation right.

              (3) The Option will terminate and no longer be exercisable upon
                  the exercise of the related Stock Appreciation Right.

              (4) The Stock Appreciation Right will be transferable only with
                  the related Option.

              (5) A Stock Appreciation right granted in tandem with an ISO may
                  be exercised only when the market price of the Stock subject
                  to the Option exceeds the exercise price of such option.

         (d)  EXERCISE OF INDEPENDENT STOCK APPRECIATION RIGHTS. A Stock
              Appreciation right not granted in tandem with an Option will
              become exercisable at such


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              time or times, and on such conditions, as the Committee may
              specify. The Committee may at any time accelerate the time at
              which all or any part of the Right may be exercised.

              Any exercise of an independent Stock Appreciation Right must be in
              writing, signed by the proper person and delivered or mailed to
              the Company, accompanied by any other documents required by the
              Committee.

         6.3. RESTRICTED AND UNRESTRICTED STOCK.

         (a)  NATURE OF RESTRICTED STOCK AWARD. A Restricted Stock Award
              entitles the recipient to acquire, for a purchase price equal to
              par value, shares of Stock subject to the restrictions described
              in paragraph (d) below ("Restricted Stock").

         (b)  ACCEPTANCE OF AWARD. A Participant who is granted a Restricted
              Stock Award will have no rights with respect to such Award unless
              the Participant accepts the Award by written instrument delivered
              or mailed to the Company accompanied by payment in full of the
              specified purchase price, if any, of the shares covered by the
              Award. Payment may be by certified or bank check or other
              instrument acceptable to the Committee.

         (c)  RIGHTS AS A STOCKHOLDER. A Participant who receives Restricted
              Stock will have all the rights of a stockholder with respect to
              the Stock, including voting and dividend rights, subject to the
              restrictions described in paragraph (d) below and any other
              conditions imposed by the Committee at the time of grant. Unless
              the Committee otherwise determines, certificates evidencing shares
              of Restricted Stock will remain in the possession of the Company
              until such shares are free of all restrictions under the Plan.

         (d)  RESTRICTIONS. Except as otherwise specifically provided by the
              Plan, Restricted Stock may not be sold, assigned, transferred,
              pledged or otherwise encumbered or disposed of, and if the
              Participant ceases to be an Employee or otherwise suffers a Status
              Change (as defined in Section 7.2(a) below)


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              for any reason, must be offered to the Company for purchase for
              the amount of cash paid for the Stock, or forfeited to the Company
              if no cash was paid. These restrictions will lapse at such time or
              times, and on such conditions, as the Committee may specify. The
              Committee may at any time accelerate the time at which the
              restrictions on all or any part of the shares will lapse.

         (e)  NOTICE OF ELECTION. Any Participant making an election under
              Section 83(b) of the Code with respect to Restricted Stock must
              provide a copy thereof to the Company within 10 days of the filing
              of such election with the Internal Revenue Service.

         (f)  OTHER AWARDS SETTLED WITH RESTRICTED STOCK. The Committee may, at
              the time any Award described in this Section 6 is granted, provide
              that any or all the Stock delivered pursuant to the Award will be
              Restricted Stock.

         (g)  UNRESTRICTED STOCK. The Committee may, in its sole discretion,
              approve the sale to any Participant of shares of Stock free of
              restrictions under the Plan for a price which is not less than the
              par value of the Stock.

         6.4  DEFERRED STOCK.

              A Deferred Stock Award entitles the recipient to receive shares of
              Stock to be delivered in the future. Delivery of the Stock will
              take place at such time or times, and on such conditions, as the
              Committee may specify. The Committee may at any time accelerate
              the time at which delivery of all or any part of the Stock will
              take place. At the time any Award described in this Section 6 is
              granted, the Committee may provide that, at the time Stock would
              otherwise be delivered pursuant to the Award, the Participant will
              instead receive an instrument evidencing the Participant's right
              to future delivery of Deferred Stock.

         6.5  PERFORMANCE AWARDS; PERFORMANCE GOALS.


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         (a)  NATURE OF PERFORMANCE AWARDS. A Performance Award entitles the
              recipient to receive, without payment, an amount in cash or Stock
              or a combination thereof (such form to be determined by the
              Committee) following the attainment of Performance Goals.
              Performance Goals may be related to personal performance,
              corporate performance, departmental performance or any other
              category of performance deemed by the Committee to be important to
              the success of the Company. The Committee will determine the
              Performance Goals, the period or periods during which performance
              is to be measured, and all other terms and conditions applicable
              to the Award.

         (b)  OTHER AWARDS SUBJECT TO PERFORMANCE CONDITION. The Committee may,
              at the time any Award described in this Section 6 is granted,
              impose the condition (in addition to any conditions specified or
              authorized in this Section 6 or any other provision of the Plan)
              that Performance Goals be met prior to the Participant's
              realization of any payment or benefit under the Award.

         6.6. LOANS AND SUPPLEMENTAL GRANTS.

         (a)  LOANS. The Company may make a loan to a Participant ("Loan"),
              either on the date of or after the grant of any Award to the
              Participant. A Loan may be made either in connection with the
              purchase of Stock under the Award or with the payment of any
              Federal, state and local income tax with respect to income
              recognized as a result of the Award. The Committee will have full
              authority to decide whether to make a Loan and to determine the
              amount, terms and conditions of the Loan, including the interest
              rate (which may be zero), whether the Loan is to be secured or
              unsecured or with or without recourse against the borrower, the
              terms on which the Loan is to be repaid, and the conditions, if
              any, under which it may be forgiven. However, no Loan may have a
              term (including extensions) exceeding ten years in duration.

         (b)  SUPPLEMENTAL GRANTS. In connection with any Award, the Committee
              may at the time such Award is



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              made or at a later date, provide for and grant a cash award to the
              Participant ("Supplemental Grant") not to exceed an amount equal
              to (1) the amount of any federal, state and local income tax on
              ordinary income for which the Participant may be liable with
              respect to the Award, determined by assuming taxation at the
              highest marginal rate, plus (2) and additional amount on a
              grossed-up basis intended to make the Participant whole on an
              after-tax basis after discharging all the Participant's income tax
              liabilities arising from all payments under this Section 6. Any
              payments under this subsection (b) will be made at the time the
              Participant incurs Federal income tax liability with respect to
              the Award.

7.       EVENTS AFFECTING OUTSTANDING AWARDS

         7.1  DEATH.

         If a Participant dies, the following will apply:

         (a)  All Options and Stock Appreciation Rights held by the Participant
              immediately prior to death, to the extent then exercisable, may be
              exercised by the Participant's executor or administrator or the
              person or persons to whom the Option or Right is transferred by
              will or the applicable laws of descent and distribution, at any
              time within the one year period ending with the first anniversary
              of the Participant's death (or such shorter or longer period as
              the Committee may determine), and shall thereupon terminate. In no
              event, however, shall an Option or Stock Appreciation Right remain
              exercisable beyond the latest date on which it could have been
              exercised without regard to this Section 7. Except as otherwise
              determined by the Committee, all Options and Stock Appreciation
              Rights held by a Participant immediately prior to death that are
              not then exercisable shall terminate at death.

         (b)  Except as otherwise determined by the Committee, all Restricted
              Stock held by the Participant must be transferred to the Company
              (and, in the event the certificates representing such Restricted
              Stock are held by the Company, such Restricted



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              Stock will be so transferred without any further action by the
              Participant) in accordance with Section 6.3 above.

         (c)  Any payment or benefit under a Deferred Stock Award, Performance
              Award, or Supplemental Grant to which the Participant was not
              irrevocably entitled prior to death will be forfeited and the
              Award canceled as of the time of death, unless otherwise
              determined by the Committee.

         7.2  TERMINATION OF SERVICE (OTHER THAN BY DEATH).

         If a Participant who is an Employee ceases to be an Employee for any
         reason other than death, or if there is a termination (other than by
         reason of death) of the consulting, service or similar relationship in
         respect of which a non-Employee Participant was granted an Award
         hereunder (such termination of the employment or other relationship
         being hereinafter referred to as a "Status Change"), the following will
         apply:

         (a)  Except as otherwise determined by the Committee, all Options and
              Stock Appreciation Rights held by the Participant that were not
              exercisable immediately prior to the Status Change shall terminate
              at the time of the Status Change. Any Options or Rights that were
              exercisable immediately prior to the Status Change will continue
              to be exercisable for a period of three months (or such longer
              period as the Committee may determine), and shall thereupon
              terminate, unless the Award provides by its terms for immediate
              termination in the event of a Status Change or unless the Status
              Change results from a discharge for cause which in the opinion of
              the Committee casts such discredit on the Participant as to
              justify immediate termination of the Award. In no event, however,
              shall an Option or Stock Appreciation Right remain exercisable
              beyond the latest date on which it could have been exercised
              without regard to this Section 7. For purposes of this paragraph,
              in the case of a Participant who is an Employee, a Status Change
              shall not be deemed to have resulted by reason of (i) a sick leave
              or other bona fide leave of absence approved for purposes of the
              Plan by the Committee, so long



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              as the Employee's right to reemployment is guaranteed either by
              statute or by contract, or (ii) a transfer of employment between
              the Company and a subsidiary or between subsidiaries, or to the
              employment of a corporation (or a parent or subsidiary corporation
              of such corporation) issuing or assuming an option in a
              transaction to which section 424(a) of the Code applies.

         (b)  Except as otherwise determined by the Committee, all Restricted
              Stock held by the Participant at the time of the Status Change
              must be transferred to the Company (and, in the event the
              certificates representing such Restricted Stock are held by the
              Company, such Restricted Stock will be so transferred without any
              further action by the Participant) in accordance with Section 6.3
              above.

         (c)  Any payment or benefit under a Deferred Stock Award, Performance
              Award, or Supplemental Grant to which the Participant was not
              irrevocably entitled prior to the Status Change will be forfeited
              and the Award canceled as of the date of such Status Change unless
              otherwise determined by the Committee.

         7.3  CERTAIN CORPORATE TRANSACTIONS.

         Upon the occurrence of a Change of Control as defined in this Section
         7.3:

         (a)  Each outstanding Option shall automatically become fully
              exercisable, notwithstanding any provision to the contrary herein
              and shall remain exercisable until the expiration of the term of
              the Option.

         (b)  The Committee, in its sole discretion, may determine to make each
              Stock Appreciation Right exercisable in full; remove the
              restrictions from each outstanding share of Restricted Stock;
              cause the Company to make payment under each outstanding Deferred
              Stock Award, Performance Award and Supplemental Grant; forgive all
              or any portion of the principal or interest on a loan; and remove
              or waive any condition or restriction on any Award to the extent
              it may determine appropriate.



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         (c)  A "Change of Control" shall be deemed to have occurred if the
              event set forth in any one of the following paragraphs shall have
              occurred:

              (1) any Person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of the Company (not including in the
                  securities beneficially owned by such Person any securities
                  acquired directly from the Company) representing 25% or more
                  of the combined voting power of the Company's then outstanding
                  securities, excluding any Person who becomes a Beneficial
                  Owner in connection with a transaction described in Clause (i)
                  of Paragraph (3) below; or,

              (2) the following individuals cease for any reason to constitute a
                  majority of the number of directors then serving; individuals
                  who, on May 20, 1999, constitute the Board of Directors and
                  any new director (other than a director whose initial
                  assumption of office is in connection with an actual or
                  threatened election contest), whose appointment or election by
                  the Board was approved or recommended by a vote of at least
                  two-thirds (2/3) of the directors then still in office who
                  either were directors on the date hereof or whose appointment,
                  election or nomination for election was previously so approved
                  or recommended; or

              (3) there is consummated a merger or consolidation of the Company
                  with any other corporation, other than (i) a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior to such merger or
                  consolidation continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity or any parent thereof) at least 60% of
                  the combined voting power of the securities of the Company or
                  such surviving entity or any parent thereof outstanding
                  immediately after such merger or



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                  consolidation; or (ii) a merger or consolidation effected to
                  implement a recapitalization of the Company (or similar
                  transaction) in which no Person is or becomes the Beneficial
                  Owner, directly or indirectly, of securities of the Company
                  (not including in the securities beneficially owned by such
                  Person any securities acquired directly from the Company)
                  representing 25% or more of the combined voting power of the
                  Company's then outstanding securities; or

              (4) the stockholders of the Company approve a plan of complete
                  liquidation or dissolution of the Company or there is
                  consummated an agreement for the sale or disposition of the
                  Company of all or substantially all of the Company's assets,
                  other than a sale or disposition by the Company of all or
                  substantially all of the Company's assets to an entity, at
                  least 60% of the combined voting power of the voting
                  securities of which are owned by stockholders of the Company
                  in substantially the same proportions as their ownership of
                  the Company immediately prior to such sale.

         For purposes of this Section 7.3(c), "Beneficial Owner" shall have the
         meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange Act"
         shall mean the Securities and Exchange Act of 1934, as amended from
         time to time; and "Person" shall have the meaning given in Section
         3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
         14(d) thereof, except that such term shall not include (i) the Company
         or any of its subsidiaries; (ii) a trustee or other fiduciary holding
         securities under an employee benefit plan of the Company or any of its
         "affiliates" within the meaning set forth in Rule 12b-2 promulgated
         under Section 12 of the Exchange Act; (iii) an underwriter temporarily
         holding securities pursuant to an offering of such securities; or (iv)
         a corporation owned, directly or indirectly, by the stockholders of the
         Company in substantially the same proportions as their ownership of
         stock of the Company.


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8.       GENERAL PROVISIONS

         8.1  DOCUMENTATION OF AWARDS.

         Awards will be evidenced by such written instruments, if any, as may be
         prescribed by the Committee from time to time. Such instruments may be
         in the form of agreements to be executed by both the Participant and
         the Company, or certificates, letters or similar instruments, which
         need not be executed by the Participant but acceptance of which will
         evidence agreement to the terms thereof.

         8.2  RIGHTS AS A STOCKHOLDER, DIVIDEND EQUIVALENTS

         Except as specifically provided by the Plan, the receipt of an Award
         will not give a Participant rights as a stockholder; the participant
         will obtain such rights, subject to any limitations imposed by the Plan
         or the instrument evidencing the Award, upon actual receipt of Stock.
         However, the Committee may, on such conditions as it deems appropriate,
         provide that a Participant will receive a benefit in lieu of cash
         dividends that would have been payable on any or all Stock subject to
         the Participant's Award had such Stock been outstanding. Without
         limitation, the Committee may provide for payment to the Participant of
         amounts representing such dividends, either currently or in the future,
         or for the investment of such amounts on behalf of the Participant.

         8.3  CONDITIONS ON DELIVERY OF STOCK

         The Company will not be obligated to deliver any shares of Stock
         pursuant to the Plan or to remove restriction from shares previously
         delivered under the Plan (a) until all conditions of the Award have
         been satisfied or removed, (b) until, in the opinion of the Company's
         counsel, all applicable federal and state laws and regulation have been
         complied with, (c) if the outstanding Stock is at the time listed on
         any stock exchange, until the shares to be delivered have been listed
         or authorized to be listed on such exchange upon official notice of
         notice of issuance, and (d) until all other legal matters in connection
         with the issuance



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         and delivery of such shares have been approved by the Company's
         counsel. If the sale of Stock has not been registered under the
         Securities Act of 1933, as amended, the Company may require, as a
         condition to exercise of the Award, such representations or agreements
         as counsel for the Company may consider appropriate to avoid violation
         of such Act and may require that the certificates evidencing such Stock
         bear an appropriate legend restricting transfer.

         If an Award is exercised by the Participant's legal representative, the
         Company will be under no obligation to deliver Stock pursuant to such
         exercise until the Company is satisfied as to the authority of such
         representative.

         8.4  TAX WITHHOLDING.

         The Company will withhold from any cash payment made pursuant to an
         Award an amount sufficient to satisfy all federal, state and local
         withholding tax requirements (the "withholding requirements").

         In the case of an Award pursuant to which Stock may be delivered, the
         Committee will have the right to require that the Participant or other
         appropriate person remit to the Company an amount sufficient to satisfy
         the withholding requirements, or make other arrangements satisfactory
         to the Committee with regard to such requirements, prior to the
         delivery of any Stock. If and to the extent that such withholding is
         required, the Committee may permit the Participant or such other person
         to elect at such time and in such manner as the Committee provides to
         have the Company hold back from the shares to be delivered, or to
         deliver to the company, Stock having a value calculated to satisfy the
         withholding requirement. The Committee may make such share withholding
         mandatory with respect to any Award at the time such Award is made to a
         Participant.

         If at the time an ISO is exercised the Committee determines that the
         Company could be liable for withholding requirements with respect to a
         disposition of the Stock received upon exercise, the Committee may
         require as a condition of exercise that the person exercising the ISO
         agree (a) to inform the Company promptly of any disposition (within the
         meaning of



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<PAGE>   18

         section 424(c) of the Code) of Stock received upon exercise, and (b) to
         give such security as the Committee deems adequate to meet the
         potential liability of the Company for the withholding requirements and
         to augment such security from time to time in any amount reasonably
         deemed necessary by the Committee to preserve the adequacy of such
         security.

         8.5  NON-TRANSFERABILITY OF AWARDS

         Except as otherwise specified by the Committee, no Award (other than an
         Award in the form of an outright transfer of cash or Unrestricted
         Stock) may be transferred other than by will or by the laws of descent
         and distribution, and during an employee's lifetime an Award requiring
         exercise may be exercised only by the Participant (or in the event of
         the Participant's incapacity, the person or persons legally appointed
         to act on the Participant's behalf).

         8.6  ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS

         (a)  In the event of a stock dividend, stock split or combination of
              shares, re-capitalization or other changes in the Company's
              capitalization, or other distribution to common stockholders other
              than normal cash dividends, after the effective date of the Plan,
              the Committee will make any appropriate adjustments to the maximum
              number of shares that may be delivered under the Plan under
              Section 4 above.

         (b)  In the event referred to in paragraph (a), the Committee will also
              make any appropriate adjustments to the number and kind of shares
              of stock or securities subject to Awards then outstanding or
              subsequently granted, any exercise prices relating to Awards and
              any other provision of Awards affected by such change. The
              Committee may also make such adjustments to take into account
              material changes in law or in accounting practices or principles,
              mergers, consolidations, acquisitions, dispositions or similar
              corporate transactions, or any other event, if it is determined by
              the Committee that adjustments are appropriate to avoid distortion
              in the operation of the Plan.



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         8.7  EMPLOYMENT RIGHTS, ETC.

              Neither the adoption of the Plan nor the grant of Awards will
              confer upon any person any right to continued retention by the
              Company or any subsidiary as an Employee or otherwise, or affect
              in any way the right of the Company or subsidiary to terminate an
              employment, service or similar relationship at any time. Except as
              specifically provided by the Committee in any particular case, the
              loss of existing or potential profit in Awards granted under the
              Plan will not constitute an element of damages in the event of
              termination of an employment, service, or similar relationship
              even if the termination is in violation of an obligation of the
              Company to the Participant.

         8.8  DEFERRAL OF PAYMENTS.

              The Committee may agree at any time, upon request of the
              Participant, to defer the date on which any payment under an Award
              will be made.

         8.9  PAST SERVICES AS CONSIDERATION.

              Where a Participant purchases Stock under an Award for a price
              equal to the par value of the Stock the Committee may determine
              that such price has been satisfied by past services rendered by
              the Participant.

         8.10 FORFEITURE PROVISIONS.

              The Committee may establish provisions that require the
              Participant to forfeit an Award, or the economic value of an
              Award, upon the occurrence of certain events that it may specify,
              including breach by a Participant of agreements with the Company.

         9.   EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

              Neither adoption of the Plan nor the grant of Awards to a
              Participant will affect the Company's right to grant to such
              Participant awards that are



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<PAGE>   20


              not subject to the Plan, to issue to such Participant Stock as a
              bonus or otherwise, or to adopt other plans or arrangements under
              which Stock may be issued to Employees.

              The Committee may at any time or times amend the Plan or any
              outstanding Award for any purpose which may at the time be
              permitted by law, or may at any time terminate the Plan as to any
              further grants of Awards, provided that (except to the extent
              expressly required or permitted by the Plan) no such amendment
              will, without the approval of the stockholders of the Company
              effectuate a change for which stockholder approval is required in
              order for the Plan to continue to qualify for the award of ISOs
              under section 422 of the Code.




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