PATHMARK STORES, INC. 2000 EMPLOYEE EQUITY PLAN

1.       Purposes

         The purposes of the Pathmark Stores, Inc. 2000 Employee Equity Plan
(the "Plan") are to attract, retain and motivate key employees of the Company,
to compensate them for their contributions to the growth and profits of the
Company and to encourage ownership by them of Common Stock.

2.       Definitions

         For purposes of the Plan, the following terms shall be defined as
follows:

                  "Administrator" means the individual or individuals to whom
         the Committee delegates authority under the Plan in accordance with
         Section 3(d).

                  "Award" means an award made pursuant to the terms of the Plan
         to an Eligible Individual in the form of Stock Options, Stock
         Appreciation Rights, Stock Awards, Restricted Stock Units, Performance
         Units or Other Awards.

                  "Award Agreement" means a written document approved in
         accordance with Section 3 which sets forth the terms and conditions of
         the Award to the Participant. An Award Agreement may be in the form of
         (i) an agreement between the Company which is executed by an officer on
         behalf of the Company and is signed by the Participant or (ii) a
         certificate issued by the Company which is executed by an officer on
         behalf of the Company but does not require the signature of the
         Participant.

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

                  "Change in Control" shall mean any of the following:

                           (i) the acquisition by any Person of beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Exchange Act) of 35% or more of the Common Stock then
                  outstanding, but shall not include any such acquisition by any
                  employee benefit plan of the Company, any Person or entity
                  organized, appointed or established by the Company for or
                  pursuant to the terms of any such employee benefit plan; any
                  Person (other than any of Fidelity Management & Research
                  Company or Fidelity Management Trust Company or by any fund or
                  account associated with either Fidelity Management & Research
                  Company or Fidelity Management Trust Company) who as of
                  September 19, 2000 was the beneficial owner of 15% or more of
                  the shares of Common Stock outstanding on such date unless and
                  until such Person, together with all Affiliates of such
                  Person, becomes the beneficial owner of 35% or more of the
                  shares of Common Stock then outstanding whereupon a Change in
                  Control shall be deemed to have occurred;

                           (ii) consummation after approval by the shareholders
                  of Pathmark of either (A) a plan of complete liquidation or
                  dissolution of Pathmark or (B) a merger, amalgamation or
                  consolidation of Pathmark with any other corporation,

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                  the issuance of voting securities of Pathmark in connection
                  with a merger or consolidation of Pathmark or sale or other
                  disposition of all or substantially all of the assets of
                  Pathmark or the acquisition of assets of another corporation
                  (each, a "Business Combination"), unless, in each case of a
                  Business Combination, immediately following such Business
                  Combination, all or substantially all of the individuals and
                  entities who were the beneficial owners of the Common Stock
                  outstanding immediately prior to such Business Combination
                  beneficially own, directly or indirectly, more than 50% of the
                  then outstanding shares of common stock and 50% of 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 entity resulting from
                  such Business Combination (including, without limitation, an
                  entity which as a result of such transaction owns the Company
                  or all or substantially all of Pathmark's assets either
                  directly or through one or more subsidiaries) in substantially
                  the same proportions as their ownership, immediately prior to
                  such Business Combination, of the Common Stock; or

                           (iii) the individuals who, as of September 19, 2000,
                  constitute the Board, and subsequently elected members of the
                  Board whose election is approved or recommended by at least a
                  majority of such current members or their successors whose
                  election was so approved or recommended (other than any
                  subsequently elected members whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the election or removal of directors
                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board),
                  cease for any reason to constitute at least a majority of such
                  Board.

                  For purposes of the above definition of Change in Control
         only, the following defined terms shall apply:

                           "Affiliate" means, with respect to any Person, any
                  other entity which (i) is a Subsidiary of such Person, (ii)
                  is, directly or indirectly, under common control with such
                  Person, or (iii) is, directly or indirectly, controlling such
                  Person.

                           "Person" means any person, entity or "group" within
                  the meaning of Section 13(d)(3) or Section 14(d)(2) of the
                  Exchange Act, except that such term shall not include (i) the
                  Company or any of its subsidiaries, (ii) a trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company, (iii) an underwriter temporarily holding
                  securities pursuant to an offering of such securities, or (iv)
                  an entity owned, directly or indirectly, by the shareholders
                  of Pathmark in substantially the same proportions as their
                  ownership of stock of Pathmark.

                           "Subsidiary" means with respect to any Person, any
                  entity of which:

                           (i) if a corporation, a majority of the total voting
                  power of shares of stock entitled (without regard to the
                  occurrence of any contingency) to vote in the election of
                  directors, managers or trustees thereof is at the time of

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                  determination owned or controlled, directly or indirectly,
                  collectively or individually, by such Person or by one or more
                  Affiliates of such Person, and

                           (ii) if a partnership, association, limited liability
                  company or other entity, a majority of the partnership,
                  membership or other similar ownership interest thereof is at
                  the time of determination owned or controlled, directly or
                  indirectly, collectively or individually, by such Person or by
                  one or more Affiliates of such Person.

                                           ****

                           "Code" means the Internal Revenue Code of 1986, as
                  amended, and the applicable rulings and regulations (including
                  any proposed regulations) thereunder.

                           "Committee" means the Compensation Committee of the
                  Board, any successor committee thereto or any other committee
                  appointed from time to time by the Board to administer the
                  Plan. The Committee shall consist of at least two individuals
                  and shall serve at the pleasure of the Board.

                           "Common Stock" means the Common Stock of the Company,
                  par value $.01 per share, or such other class or kind of
                  shares or other securities as may be applicable under Section
                  15 below.

                           "Company" means, individually and collectively,
                  Pathmark and its Subsidiaries, and any successor thereto.

                           "Eligible Individuals" means the individuals
                  described in Section 6 who are eligible for Awards under the
                  Plan.

                           "Exchange Act" means the Securities Exchange Act of
                  1934, as amended, and the applicable rulings and regulations
                  thereunder.

                           "Excluded Individual" means (i) any individual who is
                  designated by the Company at the time of hire as not eligible
                  to participate in the Plan or (ii) any individual who is
                  treated or designated by the Company as an independent
                  contractor, leased employee (including, without limitation, a
                  "leased employee" as defined in Section 414(n) of the Code) or
                  consultant. Excluded Individuals are not eligible to
                  participate in or receive benefits under the Plan. If any
                  Excluded Individual pursuant to the preceding clauses (i) or
                  (ii) shall be determined by a court or federal, state or local
                  regulatory or administrative authority to have served as a
                  common law employee of the Company, such determination shall
                  not alter such person's status as an Excluded Individual for
                  purposes of the Plan

                           "Fair Market Value" means, with respect to a share of
                  Common Stock, the fair market value thereof as of the relevant
                  date of determination, as determined in accordance with a
                  valuation methodology approved by the Committee, and according
                  to the following, as applicable:

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                           (i) If the Common Stock is quoted on the NASDAQ
                  National Market , in the absence of any alternative valuation
                  methodology approved by the Board, the Fair Market Value of a
                  share of Common Stock shall equal the per share closing price
                  quoted on the day immediately prior to the date of grant as
                  reported in the transactions index of each such exchange, as
                  published in The Wall Street Journal, or, if no closing price
                  was quoted in any such index for such date, then as of the
                  next preceding date on which such a closing price was quoted;

                           (ii) If the Common Stock is not quoted on the NASDAQ
                  National Market, but is publicly traded on another national
                  securities exchange or quoted on an automated system, the Fair
                  Market Value of a share of Common Stock shall equal the per
                  share closing price quoted on the day immediately prior to the
                  date of grant as reported in the transactions index of each
                  such exchange or automated system, as published in The Wall
                  Street Journal, or, if no closing price was quoted in any such
                  index for such date, then as of the next preceding date on
                  which such a closing price was quoted; and

                           (iii) If the Common Stock is not publicly traded on a
                  national securities exchange or quoted on the NASDAQ National
                  Market or any other automated system, the Fair Market Value of
                  a share of Common Stock shall be reasonably determined in good
                  faith by the Board.

                           "Incentive Stock Option" means a Stock Option that is
                  an "incentive stock option" within the meaning of Section 422
                  of the Code and designated by the Committee as an Incentive
                  Stock Option in an Award Agreement.

                           "Nonqualified Stock Option" means a Stock Option that
                  is not an Incentive Stock Option.

                           "Other Award" means any other form of award
                  authorized under Section 13 of the Plan.

                           "Participant" means an Eligible Individual to whom an
                  Award has been granted under the Plan.

                           "Pathmark" means Pathmark Stores, Inc., a Delaware
                  corporation.

                           "Performance Unit" means a performance unit granted
                  to an Eligible Individual pursuant to Section 12 hereof.

                           "Restricted Stock Unit" means a restricted stock unit
                  granted to an Eligible Individual pursuant to Section 11
                  hereof.

                           "Stock Appreciation Right" means a right to receive
                  all or some portion of the appreciation on shares of Common
                  Stock granted to an Eligible Individual pursuant to Section 9
                  hereof.

                           "Stock Award" means a share of Common Stock granted
                  to an Eligible Individual for no consideration other than the
                  provision of services or offer for

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                  sale to an Eligible Employee at a purchase price determined by
                  the Committee, in either case pursuant to Section 10 hereof.

                           "Stock Option" means an Award to purchase shares of
                  Common Stock granted to an Eligible Individual pursuant to
                  Section 8 hereof, which Award may be either an Incentive Stock
                  Option or a Nonqualified Stock Option.

                           "Subsidiary" means (i) a corporation or other entity
                  with respect to which Pathmark, directly or indirectly, has
                  the power, whether through the ownership of voting securities,
                  by contract or otherwise, to elect at least a majority of the
                  members of such corporation's board of directors or analogous
                  governing body, or (ii) any other corporation or other entity
                  in which Pathmark, directly or indirectly, has an equity or
                  similar interest and which the Committee designates as a
                  Subsidiary for purposes of the Plan.

3.       Administration of the Plan

                  (a) Power and Authority of the Committee. The Plan shall be
administered by the Committee, which shall have full power and authority,
subject to the express provisions hereof:

                  (i)     to select Participants from the Eligible Individuals;

                  (ii)    to make Awards in accordance with the Plan;

                  (iii)   to determine the number of shares of Common Stock
                          subject to each Award or the cash amount payable in
                          connection with an Award;

                  (iv)    to determine the terms and conditions of each Award,
                          other than the terms and conditions that are expressly
                          required under the terms of the Plan;

                  (v)     to specify and approve the provisions of the Award
                          Agreements delivered to Participants in connection
                          with their Awards;

                  (vi)    to construe and interpret any Award Agreement
                          delivered under the Plan;

                  (vii)   to prescribe, amend and rescind rules and procedures
                          relating to the Plan;

                  (viii)  to vary the terms of Awards to take account of tax,
                          securities law and other regulatory requirements of
                          foreign jurisdictions;

                  (ix)    subject to the provisions of the Plan and subject to
                          such additional limitations and restrictions as the
                          Committee may impose, to delegate to one or more
                          officers of the Company some or all of its authority
                          under the Plan;

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<PAGE>

                  (x)     to employ such legal counsel, independent auditors and
                          consultants as it deems desirable for the
                          administration of the Plan and to rely upon any
                          opinion or computation received therefrom; and

                  (xi)    to make all other determinations and to formulate such
                          procedures as may be necessary or advisable for the
                          administration of the Plan.

                  (b) Plan Construction and Interpretation. The Committee shall
have full power and authority, subject to the express provisions hereof, to
construe and interpret the Plan.

                  (c) Determinations of Committee Final and Binding. All
determinations by the Committee in carrying out and administering the Plan and
in construing and interpreting the Plan shall be final, binding and conclusive
for all purposes and upon all persons interested herein.

                  (d) Delegation of Authority. The Committee may, but need not,
from time to time delegate some or all of its authority under the Plan to an
Administrator consisting of one or more members of the Committee or of one or
more officers of the Company; provided, however, that the Committee may not
delegate its authority (i) to make Awards to Eligible Individuals who are
officers of the Company who are delegated authority by the Committee hereunder,
or (ii) under Sections 3(b) and 16 of the Plan. Any delegation hereunder shall
be subject to the restrictions and limits that the Committee specifies at the
time of such delegation or thereafter. Nothing in the Plan shall be construed as
obligating the Committee to delegate authority to an Administrator, and the
Committee may at any time rescind the authority delegated to an Administrator
appointed hereunder or appoint a new Administrator. At all times, the
Administrator appointed under this Section 3(d) shall serve in such capacity at
the pleasure of the Committee. Any action undertaken by the Administrator in
accordance with the Committee's delegation of authority shall have the same
force and effect as if undertaken directly by the Committee, and any reference
in the Plan to the Committee shall, to the extent consistent with the terms and
limitations of such delegation, be deemed to include a reference to the
Administrator.

                  (e) Liability of Committee. No member of the Committee shall
be liable for any action or determination made in good faith, and the members of
the Committee shall be entitled to indemnification and reimbursement in the
manner provided in Pathmark's Certificate of Incorporation as it may be amended
from time to time. In the performance of its responsibilities with respect to
the Plan, the Committee shall be entitled to rely upon information and advice
furnished by the Company's officers, the Company's accountants, the Company's
counsel and any other party the Committee deems necessary, and no member of the
Committee shall be liable for any action taken or not taken in reliance upon any
such advice.

                  (f) Action by the Board. Anything in the Plan to the contrary
notwithstanding, any authority or responsibility, which, under the terms of the
Plan, may be exercised by the Committee, may alternatively be exercised by the
Board.

4.       Effective Date and Term

         The Plan shall become effective upon its adoption by the Board subject
to its approval by the stockholders of Pathmark. Prior to such stockholder
approval, the Committee may grant

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Awards conditioned on stockholder approval. If such stockholder approval is not
obtained at or before the first annual meeting of stockholders to occur after
the adoption of the Plan by the Board (including any adjournment or adjournments
thereof), the Plan and any Awards made thereunder shall terminate ab initio and
be of no further force and effect. In no event shall any Awards be made under
the Plan after the tenth anniversary of the date of stockholder approval.

5.       Shares of Common Stock Subject to the Plan

                  (a) General. Subject to adjustment as provided in Section
15(b) hereof, the number of shares of Common Stock that may be issued pursuant
to Awards under the Plan (the "Section 5 Limit") shall not exceed, in the
aggregate 5,164,118 shares. Shares issued under this Plan may be either
authorized but unissued shares, treasury shares or any combination thereof.

                  (b) Rules Applicable to Determining Shares Available for
Issuance. For purposes of determining the number of shares of Common Stock that
remain available for issuance, the following shares shall be added back to the
Section 5 Limit and again be available for Awards:

                  (i)     The number of shares tendered to pay the exercise
                          price of a Stock Option or other Award; and

                  (ii)    The number of shares withheld from any Award to
                          satisfy a Participant's tax withholding obligations
                          or, if applicable, to pay the exercise price of a
                          Stock Option or other Award.

In addition, any shares underlying substitute Awards shall not be counted
against the Section 5 Limit.

6.       Eligible Individuals

         Awards may be granted by the Committee to individuals ("Eligible
Individuals") who are: (i) officers or other key employees of the Company; (ii)
employees of joint ventures, partnerships or similar business organizations in
which the Company has a direct or indirect equity interest; and (iii)
individuals who provide services to any similar joint ventures or business
organizations in which the Company may participate in the future. Excluded
Individuals are not eligible to receive Awards under the Plan. Members of the
Committee will not be eligible to receive Awards under the Plan. An individual's
status as an Administrator will not affect his or her eligibility to participate
in the Plan.

7.       Awards in General

                  (a) Types of Award and Award Agreement. Awards under the Plan
may consist of Stock Options, Stock Appreciation Rights, Stock Awards,
Restricted Stock Units, Performance Units or Other Awards. Any Award described
in Sections 8 through 13 of the Plan may be granted singly or in combination or
tandem with any other Award, as the Committee may determine. Awards may be made
in combination with, in replacement of, or as alternatives to grants of rights
under any other employee compensation plan of the Company, including the plan of
any acquired entity, or may be granted in satisfaction of the Company's
obligations under any such plan.

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                  (b) Terms Set Forth in Award Agreement. The terms and
provisions of an Award shall be set forth in a written Award Agreement approved
by the Committee and delivered or made available to the Participant as soon as
practicable following the date of the award. The vesting, exercisability,
payment and other restrictions applicable to an Award (which may include,
without limitation, restrictions on transferability or provision for mandatory
resale to the Company) shall be determined by the Committee and set forth in the
applicable Award Agreement. Notwithstanding the foregoing, the Committee may
accelerate (i) the vesting or payment of any Award, (ii) the lapse of
restrictions on any Award or (iii) the date on which any Stock Option, Stock
Appreciation Right or other Award first becomes exercisable. The terms of Awards
may vary among Participants and the Plan does not impose upon the Committee any
requirement to make Awards subject to uniform terms. Accordingly, the terms of
individual Award Agreements may vary.

                  (c) Termination of Employment and Change in Control. The terms
of this Section 7(c) shall apply unless the Committee, in its sole discretion,
determines that alternative terms shall be included in any Award Agreement in
which case the terms in such Award Agreement shall govern the rights of the
Participant.

                  (i)      In the event of a Change in Control, all unvested
                           Awards under the Plan shall become vested immediately
                           prior to the Change in Control.

                  (ii)     Except as provided in Sections 7(c)(iii), 7(c)(iv)
                           and 7(c)(v) below, in the event that a Participant's
                           employment with the Company is terminated for any
                           reason unless otherwise determined by the Committee
                           in its sole discretion, the unvested portion of any
                           outstanding Award held by such Participant shall
                           lapse and become void and the vested portion of any
                           such Awards will remain exercisable for a period of
                           sixty days after the date of such termination.

                  (iii)    With respect to any Stock Option, if a Participant
                           ceases to be employed by the Company by reason of
                           death or permanent and total disability within the
                           meaning of Section 22(e)(3) of the Code, the unvested
                           portion of any outstanding Stock Option held by such
                           Participant shall lapse and become void and the
                           vested portion of any such Stock Option will remain
                           exercisable for a period of twelve months after the
                           date of such termination.

                  (iv)     With respect to any Nonqualified Stock Option, if a
                           Participant ceases to be employed by the Company by
                           reason of his or her retirement on or after the
                           Participant's 65th birthday, the unvested portion of
                           any outstanding Nonqualified Option held by such
                           Participant shall lapse and become void and the
                           vested portion of any such Nonqualified Stock Option
                           will remain exercisable for a period of twelve months
                           after the date of such termination.

                  (v)      With respect to any Incentive Stock Option, in the
                           event that a Participant's employment with the
                           Company is terminated for any reason other than death
                           or disability, the unvested portion of any
                           outstanding Incentive Stock Option held by such
                           Participant shall lapse

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                           and become void and the vested portion of any such
                           Incentive Stock Option will remain exercisable for a
                           period of ninety days after the date of such
                           termination.

                  (vi)     The date of a Participant's termination of employment
                           for any reason shall be determined in the sole
                           discretion of the Committee.

                  (d) Dividends and Dividend Equivalents. The Committee may
provide Participants with the right to receive dividends or payments equivalent
to dividends or interest with respect to outstanding Awards, which payments can
either be paid currently or deemed to have been reinvested in shares of Common
Stock, and can be made in Common Stock, cash or a combination thereof, as the
Committee shall determine.

8.       Stock Options

                  (a) Terms of Stock Options Generally. A Stock Option shall
entitle the Participant to whom the Stock Option was granted to purchase a
specified number of shares of Common Stock during a specified period at a price
that is determined in accordance with Section 8(b) below. Stock Options may be
either Nonqualified Stock Options or Incentive Stock Options. The Committee will
fix the vesting and exercisability conditions applicable to a Stock Option,
provided that no Stock Option shall vest sooner than one year from the date of
grant (subject to early vesting as provided in Section 7(c) above and such other
additional circumstances as the Committee may determine, in its discretion).

                  (b) Exercise Price. The exercise price per share of Common
Stock purchasable under a Stock Option shall be fixed by the Committee at the
time of grant or, alternatively, shall be determined by a method specified by
the Committee at the time of grant; provided, however, that the exercise price
per share shall be no less than 100% of the Fair Market Value per share on the
date of grant (or if the exercise price is not fixed on the date of grant, then
on such date as the exercise price is fixed); and provided further, that, except
as provided in Section 15(b) below, the exercise price per share of Common Stock
applicable to a Stock Option may not be adjusted or amended, including by means
of amendment, cancellation or the replacement of such Stock Option with a
subsequently awarded Stock Option.

                  (c) Option Term. The term of each Stock Option shall be fixed
by the Committee and shall not exceed ten years from the date of grant.

                  (d) Method of Exercise. Subject to the provisions of the
applicable Award Agreement, the exercise price of a Stock Option may be paid in
cash or previously owned shares or a combination thereof and, if the applicable
Award Agreement so provides, in whole or in part through the withholding of
shares subject to the Stock Option with a value equal to the exercise price. In
accordance with the rules and procedures established by the Committee for this
purpose, the Stock Option may also be exercised through a "cashless exercise"
procedure approved by the Committee involving a broker or dealer approved by the
Committee, that affords Participants the opportunity to sell immediately some or
all of the shares underlying the exercised portion of the Stock Option in order
to generate sufficient cash to pay the Stock Option exercise price and/or to
satisfy withholding tax obligations related to the Stock Option.


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9.       Stock Appreciation Rights

                  (a) General. A Stock Appreciation Right shall entitle a
Participant to receive, upon satisfaction of the conditions to the payment
specified in the applicable Award Agreement, an amount equal to the excess, if
any, of the Fair Market Value on the exercise date of the number of shares of
Common Stock for which the Stock Appreciation Right is exercised, over the
exercise price for such Stock Appreciation Right specified in the applicable
Award Agreement. The exercise price per share of Common Stock covered by a Stock
Appreciation Right shall be fixed by the Committee at the time of grant or,
alternatively, shall be determined by a method specified by the Committee at the
time of grant; provided, however, that, except as provided in Section 9(b)
below, the exercise price per share shall be no less than 100% of the Fair
Market Value per share on the date of grant (or if the exercise price is not
fixed on the date of grant, then on such date as the exercise price is fixed);
and provided further, that, except as provided in Section 15(b) below, the
exercise price per share of Common Stock subject to a Stock Appreciation Right
may not be adjusted or amended, including by means of amendment, cancellation or
the replacement of such Stock Appreciation Right with a subsequently awarded
Stock Appreciation Right. Notwithstanding the foregoing, the exercise price per
share of a Stock Appreciation Right that is a Substitute Award may be less than
the Fair Market Value per share on the date of award, provided, that such
exercise price is not less than the minimum exercise price that would be
permitted for an equivalent Stock Option as determined in accordance with
Section 8(b) above. At the sole discretion of the Committee, payments to a
Participant upon exercise of a Stock Appreciation Right may be made in cash, in
shares of Common Stock having an aggregate Fair Market Value as of the date of
exercise equal to such amount, or in a combination of cash and shares having an
aggregate value as of the date of exercise equal to such amount.

                  (b) Stock Appreciation Rights in Tandem with Stock Options. A
Stock Appreciation Right may be granted alone or in addition to other Awards, or
in tandem with a Stock Option. A Stock Appreciation Right granted in tandem with
a Stock Option may be granted either at the same time as such Stock Option or
subsequent thereto. If granted in tandem with a Stock Option, a Stock
Appreciation Right shall cover the same number of shares of Common Stock as
covered by the Stock Option (or such lesser number of shares as the Committee
may determine) and shall be exercisable only at such time or times and to the
extent the related Stock Option shall be exercisable, and shall have the same
term and exercise price as the related Stock Option (which, in the case of a
Stock Appreciation Right granted after the grant of the related Stock Option,
may be less than the Fair Market Value per share on the date of grant of the
tandem Stock Appreciation Right). Upon exercise of a Stock Appreciation Right
granted in tandem with a Stock Option, the related Stock Option shall be
canceled automatically to the extent of the number of shares covered by such
exercise; conversely, if the related Stock Option is exercised as to some or all
of the shares covered by the tandem grant, the tandem Stock Appreciation Right
shall be canceled automatically to the extent of the number of shares covered by
the Stock Option exercise.

10.      Stock Awards

                  (a) General. A Stock Award shall consist of one or more shares
of Common Stock granted to a Participant for no consideration other than the
provision of services (or, if required by applicable law in the reasonable
judgment of the Company, for payment of the par value of such shares). Stock
Awards shall be subject to such restrictions (if any) on transfer

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or other incidents of ownership for such periods of time, and shall be subject
to such conditions of vesting, as the Committee may determine and as shall be
set forth in the applicable Award Agreement.

                  (b) Distributions. Any shares of Common Stock or other
securities of the Company received by a Participant to whom a Stock Award has
been granted as a result of a stock distribution to holders of Common Stock or
as a stock dividend on Common Stock shall be subject to the same terms,
conditions and restrictions as such Stock Award.

11.      Restricted Stock Units

         An Award of Restricted Stock Units shall consist of a grant of units,
each of which represents the right of the Participant to receive one share of
Common Stock, subject to the terms and conditions established by the Committee
in connection with the Award and set forth in the applicable Award Agreement.
Upon satisfaction of the conditions to vesting and payment specified in the
applicable Award Agreement, Restricted Stock Units will be payable in Common
Stock, equal to the Fair Market Value of the shares subject to such Restricted
Stock Units. Restricted Stock Units that are granted in respect to individual or
corporate performance shall vest no sooner than one year from the date of grant,
and Restricted Stock Units that are granted in connection with hiring or
retention arrangements between the Company and a Participant shall vest no
sooner than three years from the date of grant (subject to early vesting as
provided in Section 7(c) above and such other additional circumstances as the
Committee may determine, in its discretion).

12.      Performance Units

         Performance units may be granted as fixed or variable share- or
dollar-denominated units subject to such conditions of vesting and time of
payment as the Committee may determine and as shall be set forth in the
applicable Award Agreement relating to such Performance Units. Performance Units
may be paid in Common Stock, cash or a combination of Common Stock and cash, as
the Committee may determine.

13.      Other Awards

         The Committee shall have the authority to specify the terms and
provisions of other forms of equity-based or equity-related Awards not described
above which the Committee determines to be consistent with the purpose of the
Plan and the interests of the Company, which Awards may provide for cash
payments based in whole or in part on the value or future value of Common Stock,
for the acquisition or future acquisition of Common Stock, or any combination
thereof. Other Awards shall also include cash payments (including the cash
payment of dividend equivalents) under the Plan which may be based on one or
more criteria determined by the Committee which are unrelated to the value of
Common Stock and which may be granted in tandem with, or independent of, other
Awards under the Plan.

14.      Certain Restrictions

                  (a) Transfers. Unless the Committee determines otherwise, no
Award shall be transferable other than by will or by the laws of descent and
distribution or pursuant to a domestic relations order; provided, however, that
the Committee may, in its discretion and

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subject to such terms and conditions as it shall specify, permit the transfer of
an Award for no consideration to a Participant's family members or to one or
more trusts or partnerships established in whole or in part for the benefit of
one or more of such family members (collectively, "Permitted Transferees"). Any
Award transferred to a Permitted Transferee shall be further transferable only
by will or the laws of descent and distribution or, for no consideration, to
another Permitted Transferee of the Participant. The Committee may in its
discretion permit transfers of Awards other than those contemplated by this
Section.

                  (b) Exercise. During the lifetime of the Participant, a Stock
Option, Stock Appreciation Right or similar-type Other Award shall be
exercisable only by the Participant or by a Permitted Transferee to whom such
Stock Option, Stock Appreciation Right or Other Award has been transferred in
accordance with Section 14(a).

15.      Recapitalization or Reorganization

                  (a) Authority of the Company and Stockholders. The existence
of the Plan, the Award Agreements and the Awards granted hereunder shall not
affect or restrict in any way the right or power of the Company or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are convertible into or
exchangeable for Common Stock, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.

                  (b) Change in Capitalization. The number and kind of shares
authorized for issuance under Section 5(a) above, shall be equitably adjusted in
the event of a stock split, stock dividend, recapitalization, reorganization,
merger, consolidation, extraordinary dividend, split-up, spin-off, combination,
exchange of shares, warrants or rights offering to purchase Common Stock at a
price substantially below Fair Market Value or other similar corporate event
affecting the Common Stock in order to preserve, but not increase, the benefits
or potential benefits intended to be made available under the Plan. In addition,
upon the occurrence of any of the foregoing events, the number of outstanding
Awards and the number and kind of shares subject to any outstanding Award and
the purchase price per share, if any, under any outstanding Award shall be
equitably adjusted (including by payment of cash to a Participant) in order to
preserve the benefits or potential benefits intended to be made available to
Participants granted Awards. Such adjustments shall be made by the Committee,
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final. Unless otherwise determined by the Committee, such
adjusted Awards shall be subject to the same vesting schedule and restrictions
to which the underlying Award is subject.


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16.      Amendments

         The Board or Committee may at any time and from time to time alter,
amend, suspend or terminate the Plan in whole or in part; provided, however,
that any amendment which under the requirements of any applicable law or stock
exchange rule must be approved by the stockholders of the Company shall not be
effective unless and until such stockholder approval has been obtained in
compliance with such law or rule; and provided further, that, except as
contemplated by Section 15(b) above, the Board or Committee may not, without the
approval of the Company's stockholders, increase the maximum number of shares
issuable under the Plan or reduce the exercise price of a Stock Option or Stock
Appreciation Right. No termination or amendment of the Plan may, without the
consent of the Participant to whom an Award has been granted, adversely affect
the rights of such Participant under such Award. Notwithstanding any provision
herein to the contrary, the Board or Committee shall have broad authority to
amend the Plan or any Award under the Plan to take into account changes in
applicable tax laws, securities laws, accounting rules and other applicable
state and federal laws.

17.      Miscellaneous

                  (a) Tax Withholding. The Company may require any individual
entitled to receive a payment in respect of an Award to remit to the Company,
prior to such payment, an amount sufficient to satisfy any Federal, state or
local tax withholding requirements. The Company shall also have the right to
deduct from all cash payments made pursuant to or in connection with any Award
any Federal, state or local taxes required to be withheld with respect to such
payments. In the case of an Award payable in shares of Common Stock, the Company
may permit such individual to satisfy, in whole or in part, such obligation to
remit taxes by directing the Company to withhold shares of Common Stock that
would otherwise be received by such individual, pursuant to such rules as the
Committee may establish from time to time.

                  (b) No Right to Grants or Employment. No Eligible Individual
or Participant shall have any claim or right to receive grants of Awards under
the Plan. Nothing in the Plan or in any Award or Award Agreement shall confer
upon any employee of the Company any right to continued employment with the
Company or interfere in any way with the right of the Company to terminate the
employment of any of its employees at any time, with or without cause.

                  (c) Other Compensation. Nothing in this Plan shall preclude or
limit the ability of the Company to pay any compensation to a Participant under
the Company's other compensation and benefit plans and programs.

                  (d) Other Employee Benefit Plans. Payments received by a
Participant under any Award made pursuant to the Plan shall not be included in,
nor have any effect on, the determination of benefits under any other employee
benefit plan or similar arrangement provided by the Company, unless otherwise
specifically provided for under the terms of such plan or arrangement or by the
Committee.

                  (e) Unfunded Plan. The Plan is intended to constitute an
unfunded plan for incentive compensation. Prior to the payment or settlement of
any Award, nothing contained herein shall give any Participant any rights that
are greater than those of a general creditor of the Company. In its sole
discretion, the Committee may authorize the creation of trusts or other

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arrangements to meet the obligations created under the Plan to deliver Common
Stock or payments in lieu thereof with respect to awards hereunder.

                  (f) Securities Law Restrictions. The Committee may require
each Eligible Individual purchasing or acquiring shares of Common Stock pursuant
to a Stock Option or other Award under the Plan to represent to and agree with
the Company in writing that such Eligible Individual is acquiring the shares for
investment and not with a view to the distribution thereof. All certificates for
shares of Common Stock delivered under the Plan 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 exchange upon which the Common 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. No shares of Common Stock shall be issued
hereunder unless the Company shall have determined that such issuance is in
compliance with, or pursuant to an exemption from, all applicable federal and
state securities laws.

                  (g) Compliance with Rule 16b-3. Notwithstanding anything
contained in the Plan or in any Award Agreement to the contrary, if the
consummation of any transaction under the Plan would result in the possible
imposition of liability on a Participant pursuant to Section 16(b) of the
Exchange Act, the Committee shall have the right, in its sole discretion, but
shall not be obligated, to defer such transaction or the effectiveness of such
action to the extent necessary to avoid such liability, but in no event for a
period longer than six months.

                  (h) Award Agreement. In the event of any conflict or
inconsistency between the Plan and any Award Agreement, the Plan shall govern,
and the Award Agreement shall be interpreted to minimize or eliminate any such
conflict or inconsistency.

                  (i) Expenses. The costs and expenses of administering the Plan
shall be borne by the Company.

                  (j) Application of Funds. The proceeds received from the
Company from the sale of Common Stock or other securities pursuant to Awards
will be used for general corporate purposes.

                  (k) Applicable Law. Except as to matters of federal law, the
Plan and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Delaware.



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