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                                 Exhibit 10. 1


      Medarex, Inc. 2001 Non-Director/Officer Employee Stock Option Plan

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                                 MEDAREX, INC.
                      2001 NON-DIRECTOR/OFFICER EMPLOYEE
                               STOCK OPTION PLAN


     Section 1.  Purpose of the Plan.  The purpose of the Non-Director/Officer
Employee Stock Option Plan (the "Plan") is to aid Medarex, Inc. (the
"Corporation") and its subsidiaries in securing and retaining employees and
consultants of outstanding ability and to motivate such persons to exert their
best efforts on behalf of the Corporation and its subsidiaries. In addition, the
Corporation expects that it will benefit from the added interest which the
respective optionees and participants will have in the welfare of the
Corporation as a result of their ownership or increased ownership of the Common
Stock of the Corporation (the "Stock").

     Section 2. Administration. (a) the Board of Directors of the Corporation
(the "Board") shall designate a Committee of not less that two (2) Directors
(the "Committee") who shall serve at the pleasure of the Board. Each member of
the Committee shall be a "non-employee" director within the meaning of Rule 16b-
3(b) (3)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as such Rule or any other comparable rule may be in effect from time to
time, while serving on the Committee. The Board shall fill any vacancies on the
Committee and may remove any member of the Committee at any time with or without
cause. The Committee shall select its chairman and hold its meetings at such
times and places as it may determine. A majority of the whole Committee present
at a meeting at which a quorum is present, or an act approved in writing by all
members of the Committee, shall be an act of the Committee. The Committee shall
have full power and authority, subject to such resolutions not inconsistent with
the provisions of the Plan as may from time to time be issued or adopted by the
Board (provided the entire Board acting on the matter are Disinterested
Persons), to grant to Eligible Persons (as defined herein) pursuant to the
provisions of the Plan (i) stock options to purchase shares, (ii) stock
appreciation rights, (iii) restricted stock, (iv) deferred stock, or (v) other
Stock-based awards permitted hereunder (each of the foregoing being an "AWARD"
and collectively, the "AWARDS"). The Committee shall also interpret the
provisions of the Plan and any AWARD issued under the Plan (and any agreements
relating thereto) and supervise the administration of the Plan.

          (b)    The Committee shall: (i) select the employees and/or
consultants of the Corporation and its subsidiaries to whom AWARDS may from time
to time be granted hereunder; (ii) determine whether nonqualified stock options,
stock appreciation rights, restricted stock, deferred stock, or other Stock-
based awards, or a combination of the foregoing, are to be granted hereunder;
(iii) determine the number of shares to be covered by each AWARD granted
hereunder; (iv) determine the terms and conditions, not inconsistent with the
provisions of the Plan, of any AWARD granted hereunder (including but not
limited to any restriction and forfeiture condition on such AWARD and/or the
shares of Stock relating thereto); (v) determine whether, to what extent and
under what circumstances AWARDS may be settled in cash; (vi) determine whether,
to what extent, and under what circumstances Stock and other amounts payable
with respect to an AWARD under this Plan shall be deferred either automatically
or at the
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election of the participant; and (vii) determine whether, to what extent, and
under what circumstances option grants and/or other AWARDS under the Plan are to
be made, and operate, on a tandem basis.

          (c)    All decisions made by the Committee pursuant to the provisions
of the Plan and related orders or resolutions of the Board (as and to the extent
permitted hereunder) shall be final, conclusive and binding on all persons,
including the Corporation, its shareholders, employees and Plan participants.

          (d)    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
thereunder.

          (e)    Anything herein to the contrary notwithstanding, the Committee,
by resolution, may delegate to management of the Corporation the right to grant
AWARDS with respect to up to 50,000 shares to any one participant without any
further action being required by the Committee.

     Section 3.  Stock Subject to the Plan.    Except as otherwise provided by
this Section 3, the total number of shares of Stock available for distribution
under the Plan is 500,000.  The total number of shares of stock with respect to
which AWARDS may be granted to any participant in any calendar year is 200,000
shares.  Such shares may consist, in whole or in part, of authorized and
unissued shares or treasury shares, except that treasury shares must be used in
the case of restricted stock.  If any shares that have been optioned cease to be
subject to option because the option has expired or has been deemed to have
expired or has been surrendered pursuant to the Plan, or if any shares of
restricted stock are forfeited or such AWARD otherwise terminates without the
actual or deemed delivery of such shares, such shares shall again be subject to
an AWARD under the Plan.

     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, extraordinary cash dividend, or other change
in corporate structure affecting the Stock, such adjustment shall be made in the
aggregate number of shares which may be delivered under the Plan, in the number
and/or option price of shares subject to outstanding options granted under the
Plan, and/or in the number of shares subject to restricted stock, deferred
stock, or other Stock-based awards granted under the Plan as may be determined
to be appropriate by the Committee, in its sole discretion; provided that the
number of shares subject to any AWARDS shall always be a whole number. Such
adjusted option price shall also be used to determine the amount payable by the
Corporation upon the exercise of any stock appreciation right associated with
any option. In addition, subject to the limitations provided in Section 11, the
Committee is authorized to make adjustments in the terms and conditions of, and
performance criteria relating to, AWARDS in recognition of unusual or
nonrecurring events (including, without limitation, events described in this
paragraph) affecting the Corporation or the financial statements of the
Corporation, or in response to changes in applicable laws, regulations or
accounting principles.

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     Section 4.  Eligibility.  All employees and consultants of the Corporation
and its subsidiaries except for any employee or consultant who is also a
director or executive officer of the Corporation and its subsidiaries are
eligible to be granted AWARDS under the Plan (each an "Eligible Person" and
collectively "Eligible Persons"). The participants under the Plan shall be
selected from time to time by the Committee, in its sole discretion, from among
those eligible, and the Committee shall determine, in its sole discretion, the
number of shares covered by each stock option, the number of stock appreciation
rights (if any) granted to each optionee, and the number of shares (if any)
subject to restricted stock, deferred stock or other Stock-based awards granted
to each participant.

     For purposes of the Plan, a subsidiary of the Corporation shall be any
corporation which at the time qualifies as a subsidiary thereof under the
definition of "subsidiary corporation" in Section 424(f) of the Internal Revenue
Code of 1986, as amended.

     Section 5.  Stock Options.  Any stock option granted under the Plan shall
be in such form as the Committee may from time to time approve. Any such option
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall deem desirable.

             (a) Option Price.  The purchase price per share of the Stock
purchasable under a stock option shall be determined by the Committee.

             (b) Option Period.  The term of each stock option shall be fixed by
the Committee, but no stock option shall be exercisable after the expiration of
10 years from the date the option is granted.

             (c) Exercisability.  (1) Stock options shall be exercisable at such
time or times as determined by the Committee at or subsequent to the date of
grant.  Unless otherwise determined by the Committee at or subsequent to the
date of grant, no stock option shall be exercisable until the first anniversary
date of the granting of the option, except as provided in paragraphs (f), (g) or
(h) of this Section 5; provided, however, that notwithstanding the foregoing
from and after a Change of Control (as hereinafter defined) all stock options
shall become immediately exercisable to the full extent of the AWARD.

                 (2)    As used herein, "Change of Control" shall mean any of
the following events:

                 (A)    An acquisition (other than directly from the
     Corporation) of any voting securities of the Corporation (the "Voting
     Securities") by any "Person" (as the term "person" is used for purposes of
     Section 13(d) or 14(d) of the Exchange Act) immediately after which such
     Person has "Beneficial Ownership" (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) of 15% or more of the combined voting
     power of the Corporation's then outstanding Voting Securities; provided,
     however, that in determining whether a Change of Control has occurred,
     voting securities which are

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     acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not
     constitute an acquisition which would cause a Change of Control.

                    A "Non-Control Acquisition" shall mean an acquisition by (i)
     an employee benefit plan (or a trust forming a part thereof) maintained by
     (x) the Corporation or (y) any corporation or other Person of which a
     majority of its voting power or its equity securities or equity interest is
     owned directly or indirectly by the Corporation (a "Subsidiary"), (ii) the
     Corporation or any Subsidiary, or (iii) any Person in connection with
     a Non-Control Transaction (as defined below);

                    (B)   The individuals who, as of January 1, 2001 were
     members of the Board (the "Incumbent Board"), cease for any reason to
     constitute at least 66 2/3% of the Board; provided, however, that if the
     election, or nomination for election by the Corporation's stockholders, of
     any new director was approved by a vote of at least 66 2/3% of the
     Incumbent Board, such new director shall be considered as a member of the
     Incumbent Board; provided, further, however, that no individual shall be
     considered a member of the Incumbent Board if such individual initially
     assumed office as a result of either an actual or threatened "Election
     Contest" (as described in Rule 14a-11 promulgated under the Exchange Act)
     or other actual or threatened solicitation of proxies or consents by or on
     behalf of a Person other than the Board (a "Proxy Contest") including by
     reason of any agreement intended to avoid or settle any Election Contest or
     Proxy Contest; or

                    (C)   Approval of the Corporation's shareholders of: (1) a
     merger, consolidation or reorganization involving the Corporation, unless
     (i) the stockholders of the Corporation, immediately before such merger,
     consolidation or reorganization, own, directly or indirectly immediately
     following such merger, consolidation or reorganization, at least 66 2/3% of
     the combined voting power of the outstanding Voting Securities of the
     Corporation resulting from such merger or consolidation or reorganization
     (the "Surviving Corporation") in substantially the same proportion as their
     ownership of the Voting Securities immediately before such merger,
     consolidation or reorganization, (ii) the individuals who were members of
     the Incumbent Board immediately prior to the execution of the agreement
     providing for such merger, consolidation or reorganization constitute at
     least 66 2/3% of the members of the board of directors of the Surviving
     Corporation, and (iii) no Person, other than the Corporation, any
     Subsidiary, any employee benefit plan (or any trust forming a part thereof)
     maintained by the Corporation, the Surviving Corporation or any Subsidiary,
     or any Person who, immediately prior to such merger, consolidation or
     reorganization had Beneficial Ownership of 15% or more of the then
     outstanding Voting Securities of the Corporation, has Beneficial Ownership
     of 15% or more of the combined voting power of the Surviving Corporation's
     then outstanding voting securities (a transaction described in clause (i)
     through (iii) shall herein be referred to as a "Non-Control Transaction");
     (2) a complete liquidation or dissolution of the Corporation; or (3) an
     agreement for the sale or other disposition of all or

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     substantially all of the assets of the Corporation to any Person (other
     than a transfer to a Subsidiary).

               Notwithstanding the foregoing, a Change of Control shall not be
     deemed to occur solely because any Person (the "Subject Person") acquired
     Beneficial Ownership of more than the permitted amount of the outstanding
     Voting Securities as a result of the acquisition of Voting Securities by
     the Corporation which, by reducing the number of Voting Securities
     outstanding, increases the proportional number of shares Beneficially Owned
     by the Subject Person, provided that if a Change of Control would occur
     (but for the operation of this sentence) as a result of the acquisition of
     Voting Securities by the Corporation, and after such share acquisition, the
     Subject Person becomes the Beneficial Owner of any additional Voting
     Securities which increases the percentage of the then outstanding Voting
     Securities Beneficially Owned by the Subject Person, then a Change of
     Control shall occur.

          (d)  Method of Exercise. Stock options may be exercised, in whole or
in part, by giving written notice of exercise to the Corporation specifying the
number of shares to be purchased. Such notice shall be accompanied by payment in
full of the purchase price in cash, either by certified or bank check; provided,
however, that after a Change of Control an optionee, during the 60-day period
from and after a Change of Control, shall have the right, in lieu of the payment
of the full purchase price of the shares of the Stock being purchased under the
stock option and by giving written notice to the Corporation, to elect (within
such respective periods) to surrender all or part of the stock option to the
Corporation and to receive in cash an amount equal to the amount by which the
fair market value per share of the Stock on the date of exercise shall exceed
the purchase price per share under the stock option multiplied by the number of
shares of the Stock granted under the stock option as to which the right granted
by this proviso shall have been exercised.

          The written notice provided by the optionee shall specify the
optionee's election to purchase shares subject to the stock option or to receive
the cash payment herein provided.

          Notwithstanding the foregoing, the Committee may, in its sole
discretion, authorize payment in whole or in part of the purchase price to be
made in unrestricted stock already owned by the optionee, or in restricted
stock, or deferred stock subject to an AWARD hereunder (based upon the fair
market value of the Stock on the date the option is exercised as determined by
the Committee). The Committee may authorize such payment at or after grant. No
shares of Stock shall be issued until full payment therefor has been made.
Subject to paragraph (i) of this Section 5, an optionee shall have the rights to
dividends or other rights of a stockholder with respect to shares subject to the
option when the optionee has given written notice of exercise, has paid in full
for such shares, and, if requested, has given the representation described in
paragraph (a) of Section 14.


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          As used in this paragraph (d) of Section 5, the fair market value of
the Stock on the date of exercise shall mean, with respect to an election by an
optionee to receive cash in respect of a stock option, the "Change of Control
Fair Market Value," as defined below.

          (e)   Restrictions on Transferability. The Committee, in its sole
discretion, may impose such restrictions on the transferability of stock options
granted hereunder as it deems appropriate. Any such restrictions shall be set
forth in the stock option agreement with respect to such stock options.

          (f)   Termination by Death. Except to the extent otherwise provided by
the Committee at or after the time of grant, if an optionee's relationship with
or employment by the Corporation and/or any of its subsidiaries terminates by
reason of death, the stock option may thereafter be immediately exercised in
full by the legal representative of the estate or by the legatee of the optionee
under the will of the optionee, for a period of 15 months from the date of such
death or until the expiration of the stated period of the option whichever
period is the shorter.

          (g)   Termination by Reason of Retirement or Permanent Disability.
Except to the extent otherwise provided by the Committee at or after the time of
grant, if an optionee's relationship with or employment by the Corporation
and/or any of its subsidiaries terminates by reason of retirement or permanent
disability, any stock option held by such optionee may thereafter be exercised
in full, but may not be exercised after three years from the date of such
termination or the expiration of the stated period of the option, whichever
period is the shorter; provided, however, that if the optionee dies within such
three-year period, any unexercised stock option held by such optionee shall
thereafter be exercisable to the extent to which it was exercisable at the time
of death for a period of 12 months from the date of the optionee's death or for
the stated period of the option, whichever period is the shorter.

          (h)   Other Termination. Unless otherwise determined by the Committee
at or after grant, if an optionee's relationship with or employment by the
Corporation terminates for any reason other than death, permanent disability or
retirement, the stock option shall thereupon terminate; provided, however, that
if such termination is by action of the Corporation and other than discharge for
reason of willful violation of the rules of the Corporation or by voluntary
resignation of the optionee, in either case within 18 months following a Change
of Control, any stock options held by the optionee may be exercised by the
optionee until the earlier of six months and one day after such termination or
the expiration of such options in accordance with their terms.

          (i)   Option Buyout. The Committee may at any time offer to repurchase
an option based on such terms and conditions as the Committee shall establish
and communicate to the optionee at the time that such offer is made.

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          (j)   Form of Settlement. In its sole discretion, the Committee may
provide, at the time of grant, that the shares to be issued upon an option's
exercise shall be in the form of restricted stock or deferred stock, or may
reserve the right to so provide after the time of grant.

    Section 6.   Stock Appreciation Rights. (a) Grant and Exercise. Stock
appreciation rights may be granted in conjunction with (or in accordance with
Section 9, separated from) all or part of any stock option granted under the
Plan, either at the time of the grant of such option or at any subsequent time
during the term of the option. A "stock appreciation right" is a right to
receive cash or Stock, as provided in this Section 6, in lieu of the purchase of
a share under a related option. A stock appreciation right, or applicable
portion thereof, shall terminate and no longer be exercisable upon the
termination or exercise of the related stock option, except that a stock
appreciation right granted with respect to less than the full number of shares
covered by a related stock option shall not be reduced until the exercise or
termination of the related stock option exceeds the number of shares not covered
by the stock appreciation right. A stock appreciation right may be exercised by
an optionee, in accordance with paragraph (b) of this Section 6, by surrendering
the applicable portion of the related stock option. Upon such exercise and
surrender, the optionee shall be entitled to receive an amount determined in the
manner prescribed in paragraph (b) of this Section 6. Options which have been so
surrendered, in whole or in part, shall no longer be exercisable to the extent
the related stock appreciation rights have been exercised.

            (b)   Terms and Conditions. Stock appreciation rights shall be
subject to such terms and conditions, not inconsistent with the provisions of
the Plan, as shall be determined from time to time by the Committee, including
the following:

                  (i)    Stock appreciation rights shall be exercisable only at
          such time or times and to the extent that the stock options to which
          they relate shall be exercisable. Except as otherwise provided in
          Section 5, a person who is required to file reports under Section
          16(a) of the Exchange Act (an "Insider") may only settle a stock
          appreciation right by satisfying either of the following conditions:

                         (A)   the stock appreciation right is settled at least
          six (6) months after its date of grant; or

                         (B)   the settlement of the stock appreciation right is
          made pursuant to an irrevocable election to settle the right no
          earlier than six (6) months after the date of such election.

                         None of the conditions of this Section 6(i) shall be
          applicable in the event of death or permanent disability of the
          optionee.

                  (ii)   Upon the exercise of a stock appreciation right, an
          optionee shall be entitled to receive up to, but no more than, an
          amount in cash or whole shares of the Stock as determined by the
          Committee in its sole discretion equal to the

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          excess of the fair market value of one share of Stock over the option
          price per share specified in the related stock option multiplied by
          the number of shares in respect of which the stock appreciation right
          shall have been exercised; provided, however, that the payment in
          settlement of stock appreciation rights during the period from and
          after a Change of Control shall be entirely in cash. Each stock
          appreciation right may be exercised only at the time and so long as a
          related option, if any, would be exercisable or as otherwise permitted
          by applicable law; provided however, that no stock appreciation right
          granted under the Plan to an Insider then subject to Section 16 of the
          Exchange Act shall be exercised during the first six months of its
          term. The fair market value of the Stock on the date of exercise of a
          stock appreciation right shall be determined in the same manner as the
          fair market value of the Stock on the date of grant of a stock option
          is determined pursuant to paragraph (a) of Section 5 of the Plan;
          provided, however, that during the 60-day period from and after a
          Change of Control, the fair market value of the Stock on the date of
          exercise shall mean, with respect to the exercise of a stock
          appreciation right accompanying an option, the "Change of Control Fair
          Market Value."

               For purposes of this Plan, the "Change of Control Fair Market
          Value" shall mean the higher of (x) the highest reported sale price,
          regular way, of a share of the Stock on the Composite Tape for New
          York Stock Exchange Listed Stock during the 60-day period prior to the
          date of the Change of Control or, if such security is not listed or
          admitted to trading on the New York Stock Exchange, on the principal
          national securities exchange on which such security is listed or
          admitted to trading or, if not listed or admitted to trading on any
          national securities exchange, on the Nasdaq National Market or, if
          such security is not quoted on such Nasdaq National Market, the
          average of the closing bid and asked prices during such 60-day period
          in the over-the-counter market as reported by the National Association
          of Securities Dealers Automated Quotation system ("NASDAQ") or, if bid
          and asked prices for such security during such period shall not have
          been reported through NASDAQ, the average of the bid and asked prices
          for such period as furnished by any New York Stock Exchange member
          firm regularly making a market in such security selected for such
          purpose by the Board of Directors of the Corporation or a committee
          thereof or, if such security is not publicly traded, the fair market
          value thereof as determined by an independent investment banking or
          appraisal firm experienced in the valuation of such securities
          selected in good faith by the Board of Directors of the Corporation or
          a committee thereof or, if no such investment banking or appraisal
          firm is in the good faith judgment of the Board of Directors or such
          committee available to make such determination, as determined in good
          faith by the Board of Directors of the Corporation or such committee
          and (y) if the Change of Control is the result of a transaction or
          series of transactions described in paragraph (i) or (iii) of the
          definition of Change of Control set forth in Section 5(c), the highest
          price per share of the Stock paid in such transaction or series of
          transactions (in the case of

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          a Change of Control described in such paragraph (i) of Section 5(c),
          as reflected in any Schedule 13D filed by the person having made the
          acquisition).

               (iii)  The Committee, in its sole discretion, may impose such
          restrictions on the transferability of stock appreciation rights as it
          deems appropriate. Any such restrictions shall be set forth in the
          written agreement between the Corporation and the optionee with
          respect to such rights.

               (iv)   Upon the exercise of a stock appreciation right, the stock
          option or part thereof to which such stock appreciation right is
          related shall be deemed to have been exercised for the purpose of the
          limitation of the number of shares of the Stock to be issued under the
          Plan, as set forth in Section 3 of the Plan.

     Section 7. Restricted Stock. (a) Stock and Administration. Shares of
restricted stock may be issued either alone or in addition to stock options,
stock appreciation rights, deferred stock or other Stock-based awards granted
under the Plan. The Committee shall determine the directors, consultants,
officers and key employees of the Corporation and its subsidiaries to whom, and
the time or times at which, grants of restricted stock will be made, the number
of shares to be awarded, the time or times within which such AWARDS may be
subject to forfeiture, and all other conditions of the AWARDS. The provisions of
restricted stock AWARDS need not be the same with respect to each recipient.

             (b)  Awards and Certificates.  The prospective recipient of an
AWARD of shares of restricted stock shall not, with respect to such AWARD, be
deemed to have become a participant, or to have any rights with respect to such
AWARD, until and unless such recipient shall have executed an agreement or other
instrument evidencing the AWARD and delivered a fully executed copy thereof to
the Corporation and otherwise complied with the then applicable terms and
conditions.

                    (i)    Each participant shall be issued a stock certificate
          in respect of shares of restricted stock awarded under the Plan. Such
          certificate shall be registered in the name of the participant, and
          shall bear an appropriate legend referring to the terms, conditions,
          and restrictions applicable to such AWARD, substantially in the
          following form:

                    "The transferability of this certificate and the shares of
          stock represented hereby are subject to the terms and conditions
          (including forfeiture) of the Medarex, Inc. 2001 Non-Director/Officer
          Employee Stock Option Plan and an Agreement entered into between the
          registered owner and Medarex, Inc. Copies of such Plan and Agreement
          are on file in the offices of Medarex, Inc., 707 State Road, Suite
          206, Princeton, New Jersey 08540."

                    (ii) The Committee shall require that the stock certificates
          evidencing such shares be held in custody by the Corporation until the
          restrictions thereon

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          shall have lapsed, and shall require, as a condition of any restricted
          stock AWARD, that the participant shall have delivered a stock power,
          endorsed in blank, relating to the Stock covered by such AWARD.

          (c)    Restrictions and Conditions. The shares of restricted stock
awarded pursuant to the Plan shall be subject to the following restrictions and
conditions:

               (i)      subject to the provisions of this Plan during a period
          set by the Committee commencing with the date of such AWARD (the
          "restriction period"), the participant shall not be permitted to sell,
          transfer, pledge, or assign shares of restricted stock awarded under
          the Plan. Within these limits the Committee may provide for the lapse
          of such restrictions in installments where deemed appropriate.

               (ii)     Except as provided in paragraph (c) of this Section 7,
          the participants shall have, with respect to the shares of restricted
          stock, all of the rights of a stockholder of the Corporation,
          including the right to vote the restricted stock and the right to
          receive any cash dividends. The Committee, in its sole discretion, may
          permit or require the payment of cash dividends to be deferred and, if
          the Committee so determines, reinvested in additional restricted stock
          or otherwise reinvested. Certificates for shares of unrestricted stock
          shall be delivered to the participant promptly after, and only after,
          the period of forfeiture shall expire without forfeiture in respect of
          such shares of restricted stock.

               (iii)    Subject to the provisions of paragraph (c)(iv) of this
          Section 7, upon termination of employment of any reason during the
          restriction period, all shares still subject to restriction shall be
          forfeited by the participant and reacquired by the Corporation.

               (iv)     In the event of a participant's retirement, permanent
          disability, or death, or in cases of special circumstances, the
          Committee may, in its sole discretion, when it finds that a waiver
          would be in the best interests of the Corporation, waive in whole or
          in part any or all remaining restrictions with respect to such
          participant's shares of restricted stock.

               (v)      Notwithstanding anything in the foregoing to the
          contrary, upon a Change of Control any and all restrictions on
          restricted stock shall lapse regardless of the restriction period
          established by the Committee and all such restricted stock shall
          become fully vested and nonforfeitable.

   Section 8.  Deferred Stock Awards.  (a)  Stock and Administration.  AWARDS
of the right to receive Stock that is not to be distributed to the participant
until after a specified deferral period (such AWARD and the deferred stock
delivered thereunder hereinafter as the context shall require, referred to as
the "deferred stock") may be made either alone or in addition to stock options,
stock appreciation rights, or restricted stock, or other Stock-based awards
granted under

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the Plan. The Committee shall determine the directors, consultants, officers and
key employees of the Corporation and its subsidiaries to whom and the time or
times at which deferred stock shall be awarded, the number of shares of deferred
stock to be awarded to any participant, the duration of the period (the
"Deferral Period") during which, and the conditions under which, receipt of the
Stock will be deferred, and the terms and conditions of the AWARD in addition to
those contained in paragraph (b) of this Section 8. In its sole discretion, in
lieu of delivering shares, the Committee may provide for a minimum payment to
the participant at the end of the applicable Deferral Period based on a stated
percentage of the fair market value on the date of grant of the number of shares
covered by a deferred stock AWARD. The Committee may also provide for the grant
of deferred stock upon the completion of a specified performance period. The
provisions of deferred stock AWARDS need not be the same with respect to each
recipient.

          (b)  Terms and Conditions. Deferred stock AWARDS made pursuant to this
Section 8 shall be subject to the following terms and conditions:

               (i)    Subject to the provisions of the Plan, the shares to be
          issued pursuant to a deferred stock AWARD may not be sold, assigned,
          transferred, pledged or otherwise encumbered during the Deferral
          Period or Elective Deferral Period (defined below), where applicable,
          and may be subject to a risk of forfeiture during all or such portion
          of the Deferral Period as shall be specified by the Committee. At the
          expiration of the Deferral Period and Elective Deferral Period, share
          certificates shall be delivered to the participant, or the
          participant's legal representative, in a number equal to the number of
          shares covered by the deferred stock AWARD.

               (ii)   Amounts equal to any dividends declared during the
          Deferral Period with respect to the number of shares covered by a
          deferred stock AWARD will be paid to the participant currently, or
          deferred and deemed to be reinvested in additional deferred stock or
          otherwise reinvested, as determined at the time of the AWARD by the
          Committee, in its sole discretion.

               (iii)  Subject to the provisions of paragraph (b)(iv) of this
          Section 8, upon termination of the relationship with or employment by
          the Corporation for any reason during the Deferral Period for a given
          deferred stock AWARD, the deferred stock in question shall be
          forfeited by the participant.

               (iv)   In the event of the participant's retirement, permanent
          disability or death during the Deferral Period (or Elective Deferral
          Period, where applicable), or in cases of special circumstances, the
          Committee may, in its sole discretion, when it finds that a waiver
          would be in the best interests of the Corporation, waive in whole or
          in part any or all of the remaining deferral limitations imposed
          hereunder with respect to any or all of the participant's deferred
          stock. Anything in the Plan to the contrary notwithstanding, upon the
          occurrence of a Change of Control, the Deferral Period and the
          Elective Deferral Period with respect to each

                                     -11-
<PAGE>

          deferred stock AWARD shall expire immediately and all share
          certificates relating to such deferred stock AWARDS shall be delivered
          to each participant or the participant's legal representative.

               (v)    Prior to completion of the Deferral Period, a participant
          may elect to defer further the receipt of the deferred stock AWARD for
          a specified period or until a specified event (the "Elective Deferred
          Period"), provided that the Committee may, in its sole discretion,
          disallow any such action.

               (vi)   Each deferred stock AWARD shall be confirmed by a deferred
          stock agreement or other instrument executed by the Committee and by
          the participant.

   Section 9.  Other Stock-Based Awards. (a) Stock and Administration. Other
AWARDS of the Stock and other AWARDS that are valued in whole or in part by
reference to, or are otherwise based on the Stock ("Other Stock-based AWARDS"),
including (without limitation) performance shares and convertible debentures,
may be granted either alone or in addition to other AWARDS granted under the
Plan. Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the directors, consultants, officers and key
employees of the Corporation and/or any of its subsidiaries to whom and the time
or times at which such Other Stock-based AWARDS shall be made, the number of
shares of the Stock to be awarded pursuant to such Other Stock-based AWARDS and
all other conditions of the Other Stock-based AWARDS. The Committee may also
provide for the grant of the Stock upon the completion of a specified
performance period. The provisions of Other Stock-based AWARDS need not be the
same with respect to each recipient.

           (b) Terms and Conditions. Other Stock-based AWARDS made pursuant to
this Section 9 shall be subject to the following terms and conditions:

               (i)   Subject to the provisions of this Plan, shares or interests
          in shares subject to Other Stock-based AWARDS made under this Section
          9 may not be sold, assigned, transferred, pledged or otherwise
          encumbered prior to the date on which the shares are issued, or, if
          later, the date on which any applicable restriction, performance or
          deferral period lapses.

               (ii)   Subject to the provisions of this Plan and the Other
          Stock-based AWARD agreement, the recipients of Other Stock-based
          AWARDS under this Section 9 shall be entitled to receive, currently or
          on a deferred basis, interest or dividends or interest or dividend
          equivalents with respect to the number of shares or interests therein
          covered by the Other Stock-based AWARDS, as determined at the time of
          the Other Stock-based AWARDS by the Committee, in its sole discretion,
          and the Committee may provide that such amounts (if any) shall be
          deemed to have been reinvested in additional Stock or otherwise
          reinvested.

                                     -12-
<PAGE>

               (iii)  Any Other Stock-based AWARDS under this Section 9 and any
          Stock covered by any such Other Stock-based AWARD may be forfeited to
          the extent so provided in the Other Stock-based AWARD agreement, as
          determined by the Committee, in its sole discretion.

               (iv)   In the event of the participant's retirement, permanent
          disability or death, or in cases of special circumstances, the
          Committee may, in its sole discretion, when it finds that a waiver
          would be in the best interests of the Corporation, waive in whole or
          in part any or all of the remaining limitations imposed hereunder (if
          any) with respect to any or all Other Stock-based AWARDS under this
          Section 9. Anything in the Plan to the contrary notwithstanding, any
          limitations imposed with respect to any Other Stock-based AWARD under
          this Section 9, including any provision providing for the forfeiture
          of any Other Stock-based AWARD under any circumstance, shall terminate
          immediately upon a Change of Control and the number of shares of or
          interests in the Stock subject to such Other Stock-based AWARD shall
          be delivered to the participant (or, in the case of an Other Stock-
          based AWARD with respect to which such number is not determinable,
          such number of shares of or interests in the Stock as is determined by
          the Committee and set forth in the terms of such Other Stock-based
          AWARD).

               (v)    Each Other Stock-based AWARD under this Section 9 shall be
          confirmed by an agreement or other instrument executed by the
          Corporation and by the participant.

               (vi)   The Stock or interests therein (including securities
          convertible into the Stock) paid or awarded on a bonus basis under
          this Section 9 shall be issued for no cash consideration; the Stock or
          interests therein (including securities convertible into the Stock)
          purchased pursuant to a purchase right awarded under this Section 9
          shall be priced at least 50% of the fair market value of the Stock on
          the date of grant.

               (vii)  The Committee, in its sole discretion, may impose such
          restrictions on the transferability of Other Stock-based Awards as it
          deems appropriate. Any such restrictions shall be set forth in the
          written agreement between the Corporation and the optionee with
          respect to such Award.

               (viii) Each Other Stock-based AWARD to an Insider under this
          Section 9 shall be subject to all of the limitations and
          qualifications that may be required by Section 16 of the Exchange Act
          and all of the rules and regulations promulgated thereunder.

  Section 10. Transfer, Leave of Absence, etc. For purposes of the Plan: (a) a
transfer of an employee from the Corporation to a subsidiary, or vice versa, or
from one subsidiary to another; (b) a leave of absence, duly authorized in
writing by the Corporation, for military service

                                     -13-
<PAGE>

or sickness, or for any other purposes approved by the Corporation if the period
of such leave does not exceed 90 days; and (c) a leave of absence in excess of
90 days, duly authorized in writing by the Corporation, shall not be deemed a
termination of employment.

     Section 11.  Amendments and Termination.  The Board may amend, alter, or
discontinue the Plan, but no amendment, alteration, or discontinuation shall be
made which would impair the rights of an optionee or participant under any AWARD
theretofore granted, without the optionee's or participant's consent, or which
without the approval of the shareholders would:

              (a)  except as is provided in Section 3 of the Plan, increase the
     total number of shares available for the purpose of the Plan;

              (b)  subsequent to the date of grant decrease the option price of
     any stock option to less than 100% of the fair market value on the date of
     the granting of the option;

              (c)  extend the maximum option period under Section 5(b) of the
     Plan; or

              (d)  otherwise materially increase the benefits accruing to
     participants under, or materially modify the requirements as to eligibility
     for participation in, the Plan.

              The Committee may amend the terms of any AWARD theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any holder without such holder's consent. Notwithstanding the
foregoing, the Board or the Committee may, in its discretion, amend the Plan or
terms of any outstanding AWARD held by a person then subject to Section 16 of
the Exchange Act without the consent of any holder in order to preserve
exemptions under said Section 16 which are or become available from time to time
under rules of the Securities and Exchange Commission. The Committee may also
substitute new stock options for previously granted options, including
previously granted options having higher option prices.

     Section 12.  Unfunded Status of the Plan. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a participant or optionee by the
Corporation, nothing contained herein shall give any such participant or
optionee any rights that are greater than those of a general creditor of the
Corporation. In its sole discretion, the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver the Stock; provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.

     Section 13. Employment at Will. Nothing contained in the Plan, or in any
option granted pursuant to the Plan, nor in any agreement made pursuant to the
Plan, shall confer upon any optionee any right with respect to continuance of
employment by the Company or its subsidiaries, nor interfere in any way with the
right of the Company or its subsidiaries to terminate the optionee's employment
at will or change the optionee's compensation at any time.


                                     -14-
<PAGE>

     Section 14. General Provisions. (a) The Committee may require each
participant purchasing shares pursuant to an AWARD under the Plan to represent
to and agree with the Corporation in writing that such participant is acquiring
the shares without a view to distribution thereof. The certificates for such
shares may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer.

             (b) All certificates for shares of the Stock delivered under the
Plan pursuant to any AWARD shall be subject to such stock-transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed, and any applicable
Federal or state securities law, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such
restrictions.

             (c) Recipients of shares of restricted stock, deferred stock and
other Stock-based awards under the Plan (other than options) shall not be
required to make any payment or provide consideration other than the rendering
of services.

             (d)  AWARDS granted under the Plan may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with, or in
substitution for, any other AWARDS granted under the Plan. If AWARDS are granted
in substitution for other AWARDS, the Committee shall require the surrender of
such other AWARDS in consideration for the grant of the new AWARDS. AWARDS
granted in addition to or in tandem with other AWARDS may be granted either at
the same time as or at a different time from the grant of such other AWARDS. The
exercise price of any option or the purchase price of any Other Stock-based
AWARD in the nature of a purchase right shall be determined by the Committee:

             (e)  Nothing contained in this Plan shall prevent the Board of
Directors from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.

     Section 15.  Taxes. Participants shall make arrangements satisfactory to
the Committee regarding payment of any Federal, state, or local taxes of any
kind required by law to be withheld with respect to any income which the
participant is required, or elects, to include in his gross income and the
Corporation and its subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant. Anything contained herein to the contrary notwithstanding, the
Committee may, in its sole discretion, authorize acceptance of Stock received in
connection with the grant or exercise of an AWARD or otherwise previously
acquired in satisfaction of withholding requirements.

     Section 16.  Effective Date of the Plan.  The Effective Date of the Plan is
as of January 23, 2001, the date the Plan was approved by the vote of a majority
of the Board of Directors.


                                     -15-
<PAGE>

     Section 17.  Term of the Plan.  No AWARD shall be granted pursuant to the
Plan after January 23, 2011, but AWARDS theretofore granted may extend beyond
that date.


                                      -16