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                                                                    Exhibit 10.2

                       GLACIER DISTRIBUTION COMPANY, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN

                                    ARTICLE I

                            ESTABLISHMENT AND PURPOSE

1.1 Purpose.

         The Glacier Distribution Company, Inc., 2001 Employee Stock Purchase
Plan (this "Plan") is hereby established by Glacier Distribution Company, Inc.,
and adopted as of January 13, 2001 (the "Effective Date"), subject to approval
by the stockholders of Glacier Distribution Company, Inc. within twelve (12)
months after such adoption date. The purpose of this Plan is to promote the
overall financial objectives of the Company and its stockholders by motivating
participants in this Plan to achieve long-term growth in stockholders' equity of
the Company. This Plan is intended as an "employee stock purchase plan" within
the meaning of Section 423 of the Code, and Options granted hereunder are
intended to constitute options granted under such a plan, and this Plan and all
actions taken in connection with this Plan shall be constructed consistently
with such intent.

                                   ARTICLE II

                                   DEFINITIONS

         The following sections of this Article II provide definitions of terms
used throughout this Plan, and whenever used herein in the capitalized form,
except as otherwise expressly provided, the terms shall be deemed to have the
following meanings:

2.1 "Account" shall mean the bookkeeping account established on behalf of a
Participant to which shall be credited all contributions paid for the purpose of
purchasing Common Stock under this Plan, and to which shall be charged all
purchases of Common Stock pursuant to this Plan. The Company shall have custody
of such Account.

2.2 "Agreement" or "Option Agreement" means, individually or collectively, any
enrollment and withholding agreement entered into pursuant to this Plan. An
Agreement shall be the right of the Company to withhold from payroll amounts to
be applied to purchase Common Stock.

2.3 "Board of Directors" or "Board" means the Board of Directors of the Company.

2.4 "Code" or "Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended, and any subsequent Internal Revenue Code. If there is a subsequent
Internal Revenue Code, any references herein to Internal Revenue Code sections
shall be deemed to refer to comparable sections of any subsequent Internal
Revenue Code.

2.5 "Committee" means the person or persons appointed by the Board of Directors
to administer this Plan, as further described in this Plan.
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2.6 "Common Stock" means the Class A Common Stock, $0.001 par value per share,
of the Company, whether presently or hereafter issued, and any other stock or
security resulting from adjustment thereof as described in Section 6.3.

2.7 "Company" means Glacier Distribution Company, Inc., and includes any
successor or assignee corporation or corporations into which the Company may be
merged, changed or consolidated; any corporation for whose securities the
securities of the Company shall be exchanged; and any assignee of, or successor
to, substantially all of the assets of the Company.

2.8 "Continuous Service" shall mean, subject to modification by the Committee,
an Eligible Employee's number of full years and completed months of continuous
employment with the Company or a Subsidiary from his or her last hiring date to
his or her date of Termination of Employment for any reason. The Committee may
provide rules from time to time regarding the calculation of Continuous Service
and the method for crediting such service.

2.9 "Contribution Rate" means the rate determined under Section 5.5.

2.10 "Disability" means a mental or physical illness that entitles the
Participant to receive benefits under the long-term disability plan of the
Company or a Subsidiary, or if the Participant is not covered by such plan, a
mental or physical illness that renders a Participant permanently and totally
incapable of performing his or her duties as an employee of the Company or a
Subsidiary. Notwithstanding the foregoing, a Disability shall not qualify under
this Plan if it is the result of (a) a willfully self-inflicted injury or
willfully self-induced sickness; or (b) an injury or disease contracted,
suffered or incurred while participating in a criminal offense. The
determination of Disability shall be made by the Committee. The determination of
Disability for purposes of this Plan shall not be construed to be an admission
of disability for any other purpose.

2.11 "Eligible Employee" means each employee of the Company or a Subsidiary (if
the Subsidiary has adopted this Plan) on a Grant Date except that the Committee
in its sole discretion may exclude:

         (a) any employee who has accrued less than a minimum period of
Continuous Service established by the Committee (but not to exceed two (2)
years).

         (b) any employee whose customary employment is twenty (20) hours or
less per week;

         (c) any employee whose customary employment is for not more than five
(5) months in any calendar year;

         (d) any employee who would directly or indirectly own or hold (applying
the rules of Section 424 (d) of the Code to determine stock ownership),
immediately following the grant of an Option hereunder, an aggregate of five
percent (5%) or more of the total combined voting power or value of all
outstanding shares of all classes of stock of the Company or any Subsidiary; and

         (e) any employee who is a highly compensated employee of the Company or
Subsidiary within the meaning of Section 414(q) of the Code.
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         Any period of service described in the preceding sentence may be
decreased in the discretion of the Committee.

2.12 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder.

2.13 "Exercise Date" means such one or more dates determined by the Committee on
which the accumulated value of each Account shall be applied to purchase Common
Stock. The Committee may accelerate an Exercise Date in order to satisfy the
employment period requirement of Section 423(a)(2) of the Code. Unless otherwise
determined by the Committee, the first Exercise Date shall be the later to occur
of a last day of February and a last day of August following the Underwriting
Date, and subsequent Exercise Dates shall be every last day of February, May,
August and November thereafter.

2.14 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

2.15 "Fair Market Value" means the value of Common Stock, determined on the
basis of the good faith determination of the Committee pursuant to the
applicable method described in Section 4.5 and as adjusted, averaged or
otherwise modified by the Committee.

2.16 "Grant Date" means the date or dates established by the Committee on which
one or more Options are granted pursuant to this Plan; provided, however, that,
unless otherwise determined by the Committee, the first Grant Date shall be the
Underwriting Date for any person who is a Participant as of that date. Unless
otherwise specified by the Committee, for any person, subsequent Grant Dates
shall be each March 1, June 1, September 1 and December 1occurring thereafter
upon which such person is a Participant. The Committee may determine for any
Plan Period that there shall be no Grant Date, in which case no Options shall be
granted for that Plan Period. The terms and conditions of any Option granted on
a particular Grant Date shall be independent of and have no effect on the terms
and conditions of any Option granted on another Grant Date.

2.17 "Option" means the right to purchase Common Stock pursuant to this Plan and
any Agreement.

2.18 "Option Period" means the period beginning on the Grant Date and expiring
on the Exercise Date as determined by the Committee, subject to the limitations
of Section 5.3.

2.19 "Option Price" means the price at which the Company's Common Stock granted
as of a specific Grant Date may be purchased under an Option. The price shall be
subject to the limitation set forth in Section 5.4.

2.20 "Participant" means an Eligible Employee to whom an Option has been granted
under this Plan, and in the event a Representative is appointed for a
Participant, then the term "Participant" shall mean such appointed
Representative, or successor Representative(s) appointed, as the case may be,
provided that "Termination of Employment" shall mean the Termination of
Employment of the
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Participant.

2.21 "Plan" means the Glacier Distribution Company, Inc. 2000 Employee Stock
Purchase Plan, as herein set forth and as may be amended from time to time.

2.22 "Plan Period" means, for the first Plan Period, the period starting on the
Underwriting Date and ending on the first anniversary of the first Exercise Date
under this Plan; and for each subsequent Plan Period, the twenty-four (24)
consecutive month period starting immediately after the end of the preceding
Plan Period; provided, however, that the Committee may at any time in its
discretion designate another period as the Plan Period.

2.23 "Representative" means (a) the person or entity acting as the executor or
administrator of a Participant's estate pursuant to the last will and testament
of the Participant or pursuant to the laws of the jurisdiction in which the
Participant had his or her primary residence at the date of the Participant's
death; (b) the person or entity acting as the guardian or temporary guardian of
a Participant's estate; or (c) the person or entity which is the beneficiary of
a Participant upon or following the Participant's death. A Participant may file
a written designation of his or her Representative with the Committee. Such
designation of his or her Representative may be changed by the Participant at
any time by written notice given in accordance with rules and procedures
established by the Committee.

2.24 "Retirement" means the Participant's termination of employment after
attaining age 65, or age 55 with the accrual of 10 years of service.

2.25 "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

2.26 "Subsidiary" means any company, as currently defined in Section 424(f) of
the Code. Unless otherwise indicated the term "Company" shall hereinafter be
deemed to include all Subsidiaries of the Company which have adopted this Plan.

2.27 "Termination of Employment" means the latest date on which a person ceases,
for whatever reason, to be an employee of the Company. For determining whether
and when a Participant has incurred a Termination of Employment for cause,
"cause" shall mean any act or omission which permits the Company to terminate
the employment agreement or arrangement between the Participant and the Company
for "cause," as defined in such agreement or arrangement, or in the event there
is no such employment agreement or arrangement or the agreement or arrangement
does not define the term "cause,"then "cause" shall mean (a) the conviction of
the Participant for committing a felony under federal law or the law of the
state in which such action occurred,(b) dishonesty in the course of fulfilling
the Participant's duties as an employee of the Company or (c) willful and
deliberate failure on the part of the Participant to perform such duties in any
material respect. The determination of "cause" shall be made by the Committee,
in its sole discretion.

2.28 "Underwriting Agreement" means the agreement between the Company and the
underwriter or underwriters managing the initial public offering of the Common
Stock.
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2.29 "Underwriting Date" means the date on which the Underwriting Agreement is
executed in connection with an initial underwritten public offering of the
Common Stock.

                                   ARTICLE III

                                 ADMINISTRATION

 3.1 Committee Structure and Authority. This Plan shall be administered by the
Committee. The Committee shall be comprised of two or more members of the Board
of Directors selected by the Board. A majority of the Committee shall constitute
a quorum at any meeting thereof (including via telephone conference), and the
acts of a majority of the members present, or acts unanimously approved in
writing by the entire Committee without a meeting, shall be the acts of the
Committee. The Board shall have the authority to remove, replace or fill any
vacancy of any member of the Committee upon notice to the Committee and the
affected member. Any member of the Committee may resign upon notice to the
Chairman of the Board of the Company or to the Board. The Committee may allocate
among one or more of its members, or may delegate to one or more of its agents,
such duties and responsibilities as it determines. Subject to the provisions of
this Plan, the Committee shall have full and final authority in its discretion
to:

         (a) determine from time to time whether a person is an Eligible
Employee as of any Grant Date;

         (b) determine the Option Price;

         (c) determine the number of shares of Common Stock available as of any
Grant Date or subject to any Option;

         (d) determine any Grant Date, Exercise Date and Option Period, and
provide for all aspects of payroll deduction, suspension or withdrawal;

         (e) determine, subject to this Plan, the time or times when, and the
manner in which, each Option shall be exercisable and the duration of each
Option Period;

         (f) provide for the acceleration of the right to exercise an Option (or
portion thereof);

         (g) prescribe additional terms, conditions and restrictions in any
Agreement and provide for the forms of Agreement to be utilized in connection
with this Plan;

         (h) determine whether a Participant has incurred a Disability;

         (i) determine what securities laws requirements are applicable to this
Plan, Options, and the issuance of shares of Common Stock hereunder and request
of a Participant that appropriate action be taken;

         (j) cancel, with the consent of the holder or as otherwise provided in
this Plan or an Agreement, outstanding Options;
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         (k) require, as a condition of the exercise of an Option or the
issuance or transfer of a share of Common Stock hereunder, the withholding from
a Participant of the amount of any federal, state or local taxes as may be
necessary in order for the Company or Subsidiary to obtain a deduction and as
may be otherwise required by law;

         (l) determine whether and for what reason an individual has incurred a
Termination of Employment or an authorized leave of absence;

         (m) treat all or any portion of any period during which a Participant
is on an approved leave of absence as a period of employment for purposes of
accrual of the Participant's rights under an Option;

         (n) determine whether the Company or any other person has a right or
obligation to purchase Common Stock from a Participant and, if so, the terms and
conditions on which such Common Stock is to be purchased;

         (o) determine the restrictions or limitations on the transfer of Common
Stock issued hereunder;

         (p) determine whether an Option is to be adjusted, modified or
purchased, or become fully exercisable, under Section 6.3 of this Plan or the
terms of an Agreement;

         (q) adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of this Plan;

         (r) appoint and compensate agents, counsel, auditors or other
specialists to aid it in the discharge of its duties;

         (s) correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Agreement relating to an Option, in such
manner and to the extent the Committee shall determine in order to carry out the
purposes of this Plan; and

         (t) construe and interpret this Plan and any Agreement, and take all
other actions, make all other determinations and take all other actions deemed
necessary or advisable for the administration of this Plan.

         In the absence of the appointment of a Committee hereunder, the
Compensation Committee of the Board shall be the Committee. A member of the
Committee shall not exercise any discretion respecting himself under this Plan.


                                   ARTICLE IV

                                STOCK PROVISIONS

4.1 Number of Shares Subject to this Plan. The stock subject to the Options
granted under this Plan
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shall be the Common Stock. Subject to adjustment as provided in Section 6.3, the
aggregate number of shares of Common Stock which may be delivered under the Plan
shall not exceed __________ shares. The shares of Common Stock issued with
respect to Options under this Plan may be authorized and unissued shares or
shares issued and reacquired by the Company.

4.2 Release of Shares. If any shares of Common Stock available for subscription
are unsubscribed, or if any Option granted hereunder shall be canceled,
forfeited, expire or terminate for any reason without having been exercised or
realized in full, any shares of Common Stock subject to subscription or subject
to such Option shall again be available and may thereafter be granted or
otherwise applied under this Plan.

4.3 Restrictions on Shares. Shares of Common Stock issued upon exercise of an
Option shall be subject to the terms and conditions specified herein and to such
other terms, conditions and restrictions as the Committee, in its discretion,
may determine or provide in any Agreement. The Company shall not be required to
issue or deliver shares of Common Stock hereunder prior to(1) the listing of
such shares on the Nasdaq National Market or any other stock exchange or public
market on which the Common Stock may then be listed (or regularly traded), (2)
the completion of any registration or qualification of such shares under federal
or state law, or any ruling or regulation of any governmental body, which the
Committee, in its sole discretion, determines to be necessary or advisable, and
(3) the tendering to the Company of such documents and/or payments as the
Committee may deem necessary, including documents the Committee deems necessary
to satisfy any applicable withholding obligation in order for the Company or
another entity to obtain a deduction on its federal, state or local tax return
with respect to the exercise of an Option. The Company may cause any certificate
for any share of Common Stock to be delivered to be properly marked with a
legend or other notation reflecting any limitations on transfer of such Common
Stock as provided in this Plan or as the Committee may otherwise require. The
Company has no obligation to register shares of Common Stock issued pursuant to
this Plan. Fractional shares shall not be delivered, but shall be rounded to the
next lower whole number of shares.

4.4 Stockholder Rights. No person shall have any rights of a stockholder as to
shares of Common Stock subject to an Option until, after proper exercise of the
Option or other action required, such shares shall have been recorded on the
Company's official stockholder records as having been issued or transferred to
such person. No adjustment shall be made for cash dividends or other rights for
which the record date is prior to the date such shares are recorded as issued or
transferred to such person in the Company's official stockholder records, except
as provided in Section 6.3.

4.5 Stock Valuation. If and when the Fair Market Value of Common Stock shall be
required to be determined, it shall be determined in accordance with the
following provisions by the Committee, as applicable:

         (a) As of the Underwriting Date, the Fair Market Value shall be deemed
to be equal to the price per share at which the Common Stock is sold to the
public in the initial public offering of the Common Stock; and

         (b) After the Underwriting Date, the Fair Market Value per share shall
be the closing sales
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price per share of the Common Stock on Nasdaq (or the principal stock exchange
or market on which the Common Stock is then traded) on the date as of which such
value is being determined or the last previous day on which a sale was reported.

4.6 Custodian. Shares of Common Stock purchased pursuant to this Plan may be
delivered to, and held in the custody of, such investment or financial firm as
shall be appointed by the Committee. The custodian may hold in nominee or street
name certificates for shares purchased pursuant to this Plan and may commingle
shares in its custody pursuant to this Plan in a single account without
identification as to individual Participants. By appropriate instructions to the
custodian on forms to be provided for the purpose, a Participant may from time
to time obtain (a) transfer into the Participant's own name, or into the name of
the Participant and another individual as joint tenants with the right of
survivorship, of all or part of the whole shares held by the custodian for the
Participant's account and delivery of such shares to the Participant; (b)
transfer of all or part of the whole shares held for the Participant's account
by the custodian to a regular individual brokerage account in the Participant's
own name or in the name of the Participant and another individual as joint
tenants with the right of survivorship, either with the firm then acting as
custodian or with another firm, or (c) sale of all or part of the whole shares
held by the custodian for the Participant's account at the market price at the
time the order is executed and remittance of the net proceeds of the sale to the
Participant. Upon termination of participation in this Plan, and upon receipt of
instructions from the Participant, the shares held by the custodian for the
account of the Participant will be transferred and delivered to the Participant
in accordance with (a) above, transferred to a brokerage account in accordance
with (b) above, or sold in accordance with (c) above.

                                    ARTICLE V

                         ELIGIBILITY; OPTION PROVISIONS

5.1 Eligibility. Except as herein provided, the persons who shall be eligible to
participate in this Plan as of any Grant Date shall be those persons(and only
those persons) who are Eligible Employees of the Company on a Grant Date.

5.2 Grant of Options. The Committee shall have authority to grant Options under
this Plan at any time or from time to time to all Eligible Employees as of a
Grant Date. (To the extent an Option is granted to any Eligible Employee of an
entity on a relevant date, all Eligible Employees of the entity shall be granted
an Option to the extent required by law.) An Option shall entitle the
Participant to receive shares of Common Stock at the conclusion of the Option
Period, subject to the Participant's satisfaction in full of any conditions,
restrictions or limitations imposed in accordance with this Plan or an
Agreement, including without limitation, payment of the Option Price. Each
Option granted under this Plan shall be evidenced by an Agreement, in a form
approved by the Committee, which shall embody the terms and conditions of such
Option and which shall be subject to the express terms and conditions set forth
in this Plan and to such other terms and conditions as the Committee may deem
appropriate. The grant and exercise of Options hereunder shall be subject to all
applicable federal, state and local laws, rules and regulations and to such
approvals by any governmental or regulatory agencies as may be required. As of
any Grant Date, each Eligible Employee shall be granted Options with the same
rights and privileges as any other Eligible Employee on that Grant Date, except
the amount of the Common Stock which may be purchased by any Participant under
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any Option may bear a uniform relationship to the total compensation, or the
basic or regular rate of compensation (as determined by the Committee) of all
Eligible Employees on that Grant Date, and the Option may establish a maximum
amount of Common Stock which may be purchased.

5.3 Option Period. Each Agreement shall specify the period for which the Option
thereunder is granted, which shall be determined by the Committee. In no event
shall the Option Period exceed twenty-four (24) consecutive calendar months or
extend beyond the period permitted under Section 423(b)(7) of the Code.

5.4 Option Price. Subject to the limits stated herein, the Option Price per
share at which shares of Common Stock may be acquired upon exercise of an Option
shall be determined by the Committee. Unless otherwise specified by the
Committee, with respect to any Exercise Date, the Option Price shall not be less
than the lesser of eighty-five percent (85%) of the Fair Market Value of a share
of Common Stock (averaged over such period as the Committee may determine and as
permitted by law) on the applicable Grant Date and eighty-five percent(85%) of
the Fair Market Value of a share of Common Stock (averaged over such period as
the Committee may determine and as permitted by law) on the applicable Exercise
Date. The Committee reserves the right to increase the Option Price by the value
of any accretion to the amounts credited to an Account if the Participant is
credited with such accretion, regardless of the method of accounting for such
accretion.

5.5 Contribution Rate. If an Eligible Employee elects to participate in this
Plan, the Participant shall file an Agreement with the Committee within the time
period designated by the Committee. The Committee may provide that the Agreement
shall specify either a percentage of the Participant's compensation(as defined
by the Committee) or a dollar amount determined by the Participant to be
deducted each pay period, or the Committee may permit only a specified
percentage or a specified amount. Alternatively, the Committee may allow the
Participant to contribute to the Plan by check to be drawn by the Participant at
least once during the relevant Option Period. Such amount shall be credited to
the Account and shall be the Participant's Contribution Rate. Unless the
Participant's contributions are made in the form of checks, deductions shall
begin as of the first regularly scheduled payroll date on or after the later of
the Grant Date and the date specified by the Committee. The Committee may
establish minimum and maximum percentages or amounts to be contributed and a
date by when such Agreement must be filed with the Committee. Notwithstanding
the foregoing, in no event may more than $25,000 be deducted from the
Participant's compensation (as defined by the Committee) for each Option Period,
and the maximum number of shares which can be purchased by a Participant during
the Option Period shall not exceed such amount divided by eighty-five
percent(85%) of the Fair Market Value of a share of Common Stock on the
applicable Grant Date (as determined under Section 5.4). Such contributions will
be held in the general funds of the Company, and no interest shall accrue on any
amounts held under this Plan, unless expressly determined by the Committee. If a
Participant's contributions are made to a Subsidiary, that corporation will
promptly remit the amount of the contributions to the Company. A Participant's
Contribution Rate, once established, shall remain in effect during the Option
Period, unless and until contributions are suspended or fully discontinued, in
order to comply with Section 401(k) of the Code or for such other reasons as the
Committee in its sole discretion may determine, or if the Participant shall
request suspension or discontinuance. If a Participant requests to suspend
contributions, the Participant may do so at such times and in such manner as the
Committee may permit, and previously contributed amounts shall be retained until
the earlier of the Exercise Date
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and the date the Participant totally discontinues contributions and requests a
distribution of the Participant's Account. A Participant who has suspended
contributions may recommence such contributions at such time, if at all, as
determined by the Committee. If a Participant requests to totally discontinue
contributions, the Participant may do so by providing written notice to the
Committee, and there shall be paid to the Participant the value of the
Participant's Account as soon as administratively possible and the Participant
shall not receive any shares as of the Exercise Date.

5.6 Purchase of Shares. Subject to Sections 5.7, 5.8, 5.9, 5.10 and 5.11, on
each Exercise Date a Participant who has previously executed an Agreement with
respect to a specific Grant Date and made one or more payments described in
Section 5.5 shall be deemed to have exercised the Option to the extent of the
value of the Participant's Account, subject to the $25,000 limit set forth in
Section 5.5 with respect to the Option being exercised and shall be deemed to
have purchased such number of full shares of Common Stock as equals the value of
the Account, subject to the limits of Sections 423(b)(3) and 423(b)(8) of the
Code and the number of shares available hereunder as of the Exercise Date and
proportionately allocable to other Participants for that Grant Date. The number
of shares of Common Stock to be purchased by the Participant as of any Exercise
Date shall be determined by dividing the Option Price per share of the Common
Stock into the Account value, and the value of the shares so purchased shall be
charged to the Account. Any value remaining in the Account shall be returned to
the Participant and not applied to purchase Common Stock. Certificates of Common
Stock purchased hereunder may be held by the custodian as provided in Section
4.6. The Committee may amend this Plan or any Agreement or provide in operation
for Participants to dispose of shares of Common Stock received upon the Exercise
Date on or immediately thereafter (which time may include any period during
which the Option is held) to the extent such change would not result in
liability under Section 16 of the Exchange Act. If the total number of shares to
be purchased as of any Exercise Date by all Participants exceeds the number of
shares authorized under this Plan or made available by the Committee as to any
Exercise Date, a pro rata allocation of the available shares will be made among
all Participants making contributions to the Plan, based on the amount of their
respective contributions through the Exercise Date.

5.7 Cancellation of Options. Except as otherwise provided in an Agreement, an
Option shall cease to be exercisable, and shall be canceled, on or after the
expiration of the Option Period.

5.8 Terminated Employees. Except as otherwise provided by the Committee or in an
Agreement, any Participant who incurs a Termination of Employment for any
reason, except death, Disability or Retirement, during the Option Period shall
cease to be a Participant, the Option shall be null and void on the date of the
Termination of Employment without notice to the Participant, and the balance of
the Account of the Participant shall be distributed to the Participant as soon
as administratively possible.

5.9 Deceased Employees. If a Participant shall die during an Option Period while
an Eligible Employee, no further contributions by deduction from regularly
scheduled payments on behalf of the deceased Participant shall be made, except
that the Representative may make a single sum payment with respect to the Option
at any time on or before the next Exercise Date equal to the amount the
Participant would have contributed as determined by the Committee for the
payroll
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periods remaining to the next Exercise Date. The Representative may at any time
prior to the next Exercise Date request a distribution of the deceased
Participant's Account. If the Representative does not request a distribution of
the Account, the balance accumulated in the deceased Participant's Account shall
be used to purchase shares of the Common Stock on the previously mentioned
Exercise Date.

5.10 Disabled or Retired Employees. If a Participant incurs a Termination of
Employment due to Disability, or if a Participant incurs a Termination of
Employment due to Retirement, during an Option Period, no further contributions
by deduction from regularly scheduled payments on behalf of the disabled or
retired Participant shall be made, except that the Participant may make a single
sum payment with respect to the Option at any time on or before the next
Exercise Date equal to the amount the Participant would have contributed as
determined by the Committee for the payroll periods remaining to the next
Exercise Date. The disabled or retired Participant may at any time prior to the
next Exercise Date request a distribution of his or her Account. If the disabled
or retired Participant does not request a distribution of his or her Account,
the balance accumulated in the disabled or retired Participant's Account shall
be used to purchase shares of the Common Stock on the previously mentioned
Exercise Date.

5.11 Limitations. Notwithstanding any other provision of this Plan, in no event
may a Participant (i) purchase under this Plan during a calendar year Common
Stock having a fair market value (determined at Grant Date) of more than $25,000
to the extent required by Section 423(b)(8) of the Code, or (ii) receive any
rights to purchase stock hereunder if he or she beneficially owns, immediately
after such receipt, five percent (5%) or more of the total voting power or value
of all classes of stock of the Company.

5.12 Nonassignability. No Option or Account shall be assigned, transferred
(except as herein provided), pledged, or hypothecated in any way(whether by
operation of law or otherwise), other than by will or the laws of descent and
distribution or pursuant to a domestic relations order which would be a
qualified domestic relations order as defined in the Code or ERISA (if this Plan
were described in the relevant Sections) but only to the extent consistent with
Section 423 of the Code. Except as provided herein, an Option is exercisable
during a Participant's lifetime only by the Participant or the appointed
guardian or legal representative of the Participant, and neither the Option nor
the Participant's Account shall be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition contrary to the provisions hereof of, or the levy of any attachment
or similar process upon, an Option or an Account shall be null and void and
without effect. The Company shall have the right to terminate an Option or an
Account in the event of any such assignment, transfer, pledge, hypothecation or
other disposition of the Option or the Account, or levy of attachment or similar
process upon the Option or the Account, by notice to that effect to the person
then entitled to exercise the Option; provided, however, that termination of the
Option hereunder shall not prejudice any rights or remedies which the Company
may have under an Agreement or otherwise.

                                   ARTICLE VI

                    GENERAL PROVISIONS APPLICABLE TO THE PLAN
<PAGE>   12
6.1 Termination of Plan. To the extent required by law, this Plan shall
terminate on the last day of the ten (10) year period commencing with the
Effective Date or at such earlier time as the Board may determine, and no
Options shall be granted under this Plan after that termination date. Any
Options outstanding under this Plan at the time of its termination shall remain
in effect until they shall have been exercised, expired or otherwise canceled,
settled or terminated as provided herein or in an Agreement, and such
outstanding Options shall not be affected by such termination of this Plan. The
provisions of this Plan in respect to the full and final authority of the
Committee under this Plan, other than the authority to grant Options, and in
respect of a Participant's obligations respecting shares of Common Stock
received pursuant to the exercise of an Option, shall continue notwithstanding
the termination of this Plan.

6.2 Investment Representation. In the event the issuance by the Company of
Common Stock acquired upon the exercise of any Option is not covered by a then
current registration statement under the Securities Act, the Common Stock so
acquired shall be restricted against transfer to the extent required by the
Securities Act or regulations thereunder, and each Agreement shall contain a
requirement that, upon demand by the Company for such representation, the
individual exercising an Option shall state in writing, as a condition precedent
to each exercise of the Option, in whole or in part, that the Common Stock
acquired by such exercise is acquired for investment purposes only and not for
resale or with a view to distribution. The Committee may set forth in an
Agreement such other terms and conditions relating to the registration or
qualification of the Common Stock under federal or state securities laws as it
desires.

6.3  Effect of Certain Changes.

         (a) Anti-Dilution. In the event of any Company stock dividend, stock
split, combination or exchange of shares, recapitalization or other change in
the capital structure of the Company, corporate separation or division of the
Company (including, but not limited to, a split-up, spin-off, split- off or
distribution to Company stockholders other than a normal cash dividend), sale by
the Company of all or a substantial portion of its assets (as measured on either
a stand-alone or consolidated basis), reorganization, rights offering, partial
or complete liquidation, or any other corporate transaction or event involving
the Company and having an effect similar to any of the foregoing, then the
Committee may adjust or substitute, as the case may be, the number of shares
of Common Stock available for Options under this Plan, the number of shares of
Common Stock covered by outstanding Options, the exercise price per share of
outstanding Options, and any other characteristics or terms of the Options as
the Committee shall deem necessary or appropriate to reflect equitably the
effects of such event to the Participants; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated by rounding
to the next lower whole number of shares with appropriate payment for such
fractional shares as shall reasonably be determined by the Committee.

         (b) Change in Control. If there is a Change in Control of the Company
(as defined herein) or the Committee reasonably anticipates a Change in Control
is likely to occur, then (1) the Committee may cause each Option to be
immediately exercisable; (2) the Committee may provide that any Option
exercisable on the date of any such Change in Control may be purchased by the
Company in an amount equal to the excess, if any, of the aggregate Fair Market
Value per share of Common Stock subject to the Option (or portion thereof) over
the aggregate Option Price of the
<PAGE>   13
shares subject to the Option (or portion thereof) which the Committee determines
to purchase; or (3) the Company may provide for any combination of (1) and (2)
above. For purposes of this Section 6.3(b), the aggregate Fair Market Value per
share of Common Stock subject to the Option that the Committee determines to
purchase shall be determined by the Committee by reference to the cash or fair
market value, determined by the Committee, of securities, property or other
consideration receivable pursuant to the Change in Control described in this
Section 6.3(b). The aggregate Option Price of such shares of Common Stock shall
be determined by multiplying the number of such shares by the Option Price. In
the event of a Change in Control described in Section 6(c)(iii), and if the
Option is unexercised and the Committee does not exercise its discretion
hereunder to purchase the Option, then the Option shall be regarded as the right
to receive the securities, property, cash or other consideration receivable by
the stockholders of the Company immediately prior to the Change in Control
described in Section 6(c)(iii). The provisions of this Section 6.3(b) shall be
construed consistently with the terms or conditions of any regulation or ruling
respecting the status of Options under Section 423 of the Code and the receipt
of cash or other consideration coincident with the cancellation of such Options,
and in order to provide the Participant the economic benefit of the Option
without incurring liability under Section 16(b) of the Exchange Act.

         (c) "Change in Control" shall mean the happening of any of the
following events:

                  (i) An acquisition by any individual, entity or group (within
                  the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
                  Act) (a "Person") of beneficial ownership (within the meaning
                  of Rule 13d-3 promulgated under the Exchange Act) of 25% or
                  more of either (1) the then outstanding shares of common stock
                  of the Company (the "Outstanding Company Common Stock") or (2)
                  the combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Company Voting
                  Securities"); excluding, however, the following: (1) any
                  acquisition directly from the Company, other than an
                  acquisition by virtue of the exercise of a conversion
                  privilege unless the security being so converted was itself
                  acquired directly from the Company, (2) any acquisition by the
                  Company; (3) any acquisition by any employee benefit plan (or
                  related trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company; (4) any acquisition by
                  Andrew J. Filipowski or any of his Permitted Transferees (as
                  defined in the Company's Certificate of Incorporation, as
                  amended and restated), or (5) any acquisition by any Person
                  pursuant to a transaction which complies with clauses (1), (2)
                  and (3) of subsection (iii) of this Section 6.3(c); or

                  (ii) Within any period of 24 consecutive months, a change in
                  the composition of the Board such that the individuals who,
                  immediately prior to such period, constituted the Board (such
                  Board shall be hereinafter referred to as the "Incumbent
                  Board") cease for any reason to constitute at least a majority
                  of the Board; provided, however, for purposes of this Section
                  6.3(c), that any individual who becomes a member of the Board
                  during such period, whose election, or nomination for election
                  by the Company's stockholders, was approved by a vote of at
                  least a majority of those individuals who are members of the
                  Board and who were also members of the Incumbent Board (or
                  deemed to be such pursuant to this proviso) shall be
                  considered as though such individual were a member of the
                  Incumbent Board; but, provided
<PAGE>   14
                  further, that any such individual whose initial assumption of
                  office occurs as a result of either an actual or threatened
                  election contest (as such terms are used in Rule 14a- 11 of
                  Regulation 14A 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 shall not be so
                  considered as a member of the Incumbent Board; or

                  (iii) The approval by the stockholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company ("Corporate Transaction"); excluding, however, such a
                  Corporate Transaction pursuant to which (1) all or
                  substantially all of the individuals and entities who are the
                  beneficial owners, respectively, of the outstanding Company
                  Common Stock and Outstanding Company Voting Securities
                  immediately prior to such Corporate Transaction will
                  beneficially own, directly or indirectly, more than 60% of,
                  respectively, the outstanding shares of common stock, and the
                  combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors, as the case may be, of the corporation resulting
                  from such Corporate Transaction (including, without
                  limitation, a corporation which as a result of such
                  transaction owns the Company or all or substantially all of
                  the Company's assets, either directly or through one or more
                  subsidiaries) in substantially the same proportions as their
                  ownership, immediately prior to such Corporate Transaction, of
                  the outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be, (2) no Person (other
                  than the Company; any employee benefit plan (or related trust)
                  sponsored or maintained by the Company, by any corporation
                  controlled by the Company, or by such corporation resulting
                  from such Corporate Transaction) will beneficially own,
                  directly or indirectly, more than 25% of, respectively, the
                  outstanding shares of common stock of the corporation
                  resulting from such Corporate Transaction or the combined
                  voting power of the outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors, except to the extent that such ownership existed
                  with respect to the Company prior to the Corporate
                  Transaction, and (3) individuals who were members of the Board
                  immediately prior to the approval by the stockholders of the
                  Corporation of such Corporate Transaction will constitute at
                  least a majority of the members of the board of directors of
                  the corporation resulting from such Corporate Transaction; or

                   (iv) The approval by the stockholders of the Company of a
                  complete liquidation or dissolution of the Company, other than
                  to a corporation pursuant to a transaction which would comply
                  with clauses (1), (2) and (3) of subsection (iii) of this
                  Section 6.3(c), assuming for this purpose that such
                  transaction were a Corporate Transaction.

6.4 Withholding. Notwithstanding any other provision hereof, as a condition of
delivery or transfer of shares of Common Stock, the Committee, in its sole
discretion, may require a Participant to pay to the Company, or the Committee
may at its election withhold from any wages, salary or stock to be issued to the
Participant pursuant to the exercise of an Option, or other payment due to the
Participant, an amount sufficient to satisfy all present or estimated future
federal, state and local withholding tax requirements related thereto. The
Participant may satisfy any requirement under this
<PAGE>   15
Plan or an Agreement with respect to the Company's federal, state or local tax
withholding obligation by requesting that the Committee withhold and not
transfer or issue to the Participant shares of Common Stock, with a Fair Market
Value equal to such withholding obligation, otherwise issuable or transferable
to the Participant pursuant to the exercise of that portion of the Option. An
Agreement may provide for shares of Common Stock to be delivered or withheld
having a Fair Market Value in excess of the minimum amount required to be
withheld, but not in excess of the amount determined by applying the
Participant's maximum marginal tax rate. Any right or election of the
Participant under this Section 6.4 shall be subject to the approval of the
Committee. The amount of required withholding shall, at the election of the
Participant, be at a specified rate not less than the statutory minimum federal
and state withholding rate and not greater than the maximum federal, state and
local marginal tax rate applicable to the Participant and to the particular
Option exercise transaction.

6.5 No Company Obligation. Neither the Company nor any Subsidiary which has
adopted this Plan shall have any duty or obligation to affirmatively disclose to
a record or beneficial holder of an Option, and such holder shall have no right
to be advised of, any material information regarding the Company or Subsidiary
at any time prior to, upon or in connection with the exercise of an Option. 6.6
Committee Discretion. The Committee may in its sole discretion include in any
Agreement an obligation that the Company purchase a Participant's shares of
Common Stock received upon the exercise of an Option (including there purchase
of any unexercised Options which have not expired), or may obligate a
Participant to sell shares of Common Stock to the Company, upon such terms and
conditions as the Committee may determine and set forth in an Agreement. The
provisions of this Article VI shall be construed by the Committee in its sole
discretion and shall be subject to such other terms and conditions as the
Committee may from time to time determine.
<PAGE>   16
                                   ARTICLE VII

                                  MISCELLANEOUS

7.1 Indemnification of the Board and Committee. In addition to such other rights
of indemnification as they may have and to the extent permitted bylaw, the
Company shall indemnify, defend and hold harmless the Board, the Committee, the
members of the Committee, the officers of the Company, and any agents or
representatives selected by the Board or Committee (collectively "indemnified
parties") against the reasonable expenses, including, without limitation,
attorneys' fees, actually and necessarily incurred by them in connection with
the defense of any action, suit or proceeding, or any threat thereof, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any act or omission in connection with this Plan or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by legal counsel selected by the Company)
or paid by them in satisfaction of a judgment in any action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that any such indemnified party is liable for gross
negligence or gross misconduct in the performance of his or her duties; provided
that, within sixty (60) days after institution of any such action, suit or
proceeding, an indemnified party may in writing elect to defend the same at his
or her sole expense, and if such election is made, the Company shall have no
further liability or obligations to the indemnified party under this Section
7.1. The provisions of this Section 7.1 shall in no way limit any other
obligation or arrangements the Company may have with regard to indemnifying an
indemnified party.

7.2 Mitigation of Excise Tax. If any payment or right accruing to a Participant
under this Plan (without the application of this Section 7.2), either alone or
together with other payments or rights accruing to the Participant from the
Company ("Total Payments") would constitute a "parachute payment" (as defined in
Section 280G of the Code and regulations thereunder),such payment or right shall
be reduced to the largest amount or greatest right that will result in no
portion of the amount payable or right accruing under this Plan being subject to
an excise tax under Section 4999 of the Code or being disallowed as a deduction
under Section 280G of the Code; provided, however, that the foregoing shall not
apply to the extent provided otherwise in an Option or in the event the
Participant is party to an agreement with the Company or an Affiliate that
explicitly provides for an alternate treatment of payments or rights that would
constitute "parachute payments." The determination of whether any reduction in
the rights or payments under this Plan is to apply shall be made by the
Committee in good faith after consultation with the Participant, and such
determination shall be conclusive and binding on the Participant. The
Participant shall cooperate in good faith with the Committee in making such
determination and providing the necessary information for this purpose. The
foregoing provisions of this Section 7.2 shall apply with respect to any person
only if after reduction for any applicable federal excise tax imposed by
Section 4999 of the Code and federal income tax imposed by the Code, the Total
Payments accruing to such person would be less than the amount of the Total
Payments as reduced, if applicable, under the foregoing provisions of this Plan
and after reduction for only federal income taxes.
<PAGE>   17
7.3 Interpretation. Whenever necessary or appropriate in this Plan and where the
context so requires, the singular term and the related pronouns shall include
the plural and the masculine and feminine gender.

7.4 Governing Law. This Plan and any Agreement shall be governed by the laws of
the State of Delaware (other than its laws respecting choice of law).

7.5 Limitations on Liability. No liability whatsoever shall attach to, or be
incurred by, any past, present or future stockholders, officers or directors,
merely as such, of the Company under or by reason of any of the terms,
conditions or agreements contained in this Plan or any Agreement or implied from
either thereof, and any and all liabilities of, and any and all rights and
claims against the Company, or any stockholder, officer or director, merely as
such, whether arising at common law or in equity or created by statute or
constitution or otherwise, pertaining to this Plan or to any Agreement, are
hereby expressly waived and released by every Participant as a part of the
consideration for any benefits provided by the Company under this Plan. A person
who shall claim a right or benefit under this Plan shall be entitled only to
claim against the Company for such benefit.

7.6 Validity. If any provision of this Plan shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof, and this Plan shall be construed as if such invalid
or unenforceable provision were omitted.

7.7 Assignment. This Plan shall inure to the benefit of, and be binding upon,
the parties hereof and their respective successors and permitted assigns.

7.8 Captions. The captions and headings to this Plan are for convenience of
reference only and in no way define, limit or describe the scope or the intent
of this Plan or any part hereof, nor in any way affect this Plan or any part
hereof.

7.9 Amendments. The Board of Directors may at any time amend, waive, discharge
or terminate this Plan, even with prejudice to a Participant. The Board or the
Committee may amend, waive, discharge, terminate, modify, extend, replace or
renew any outstanding Option Agreement, even with prejudice to a Participant,
provided such change does not cause this Plan to fail to be a plan as described
in Section 423 of the Code.

7.10 Entire Agreement. This Plan and each Agreement constitute the entire
agreement with respect to the subject matter hereof and thereof, provided that
in the event of any inconsistency between this Plan and the Agreement, the terms
and conditions of this Plan shall control.

7.11 Rights with Respect to Continuance of Employment. Nothing contained herein
or in any Agreement shall be deemed to alter any employment relationship between
the Company or a Subsidiary and a Participant. Nothing contained herein or in an
Agreement shall be construed to constitute a contract of employment between the
Company or a Subsidiary and a Participant. The Company or, as applicable, the
Subsidiary and the Participant each continue to have the right to terminate the
employment relationship at any time for any reason. The Company or Subsidiary
shall have no obligation to retain the Participant in its employ as a result of
this Plan. There shall be no inference as to the length of employment hereby,
and the Company or Subsidiary reserves the same
<PAGE>   18
rights to terminate the Participant's employment as existed prior to the
individual becoming a Participant in this Plan.

7.12 Options for Shares in Substitution for Stock Options Granted by Other
Corporations. Options may be granted under this Plan from time to time in
substitution for stock options or stock appreciation rights held by employees,
directors or service providers of other corporations who are about to become
employees of the Company as the result of a merger or consolidation of the
employing corporation with the Company, or the acquisition by the Company of the
assets of the employing corporation, or the acquisition by the Company of the
stock of the employing corporation, as the result of which it becomes a
designated employer under this Plan. The terms and conditions of the Options so
granted may vary from the terms and conditions set forth in this Plan at the
time of such grant as the majority of the members of the Committee may deem
appropriate to conform, in whole or in part, to the provisions of the options in
substitution for which they are granted.

7.13 Procedure for Adoption. Any Subsidiary of the Company may by resolution of
such Subsidiary's board of directors, with the consent of the Board of Directors
and subject to such conditions as may be imposed by the Board of Directors,
adopt this Plan for the benefit of its employees as of the date specified in the
board resolution. The Board shall have the power to make such designation before
or after this Plan is approved by stockholders.

7.14 Procedure for Withdrawal. Any Subsidiary which has adopted this Plan may,
by resolution of the board of directors of such Subsidiary, with the consent of
the Board of Directors and subject to such conditions as may be imposed by the
Board of Directors, terminate its adoption of this Plan; provided such
termination of adoption does not cause this Plan to fail to be a plan described
in Section 423 of the Code.

7.15 Expenses. Expenses of this Plan, including the fees or expenses incurred by
the transfer agent in connection with the transfer of Common Stock ,and
brokerage fees or expenses incurred by a Participant in connection with the
acquisition of Common Stock pursuant to this Plan or transfer of shares to a
Participant, shall be charged to the Accounts of affected Participants or
charged to the accretion to the amounts credited to any Accounts if the
Participants are credited with such accretion regardless of the method of
accounting for such accretion, except to the extent paid by the Company or
otherwise accounted for by the Company. Any expenses or fees associated with the
Common Stock, including, for example, custodian or brokerage fees after Common
Stock is transferred to a Participant or for the Participant's account, or fees
or commissions in connection with the disposition of shares, shall be borne by
the Participant.

Executed and effective as of the 13th day of January 2001.

                                  Glacier Distribution Company, Inc.


                                  By: /s/ Joe A. Oblas
                                     -----------------------------------
                                  Title: Chief Executive Officer