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                                                                    EXHIBIT 10.7


                          PROGRESS SOFTWARE CORPORATION
                            1997 STOCK INCENTIVE PLAN

                    (AMENDED AND RESTATED 19 SEPTEMBER 2000)

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Progress Software Corporation 1997 Stock Incentive
Plan (the "Plan"). The purpose of the Plan is to encourage and enable the
officers, employees and directors of, and other persons providing services to,
Progress Software Corporation (the "Company") and its Subsidiaries upon whose
judgment, initiative and efforts the Company largely depends for the successful
conduct of its business, to acquire a proprietary interest in the Company. It is
anticipated that providing such persons with a direct stake in the Company's
welfare will assure a closer identification of their interests with those of the
Company, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.

  The following terms shall be defined as set forth below:

  "ACT" means the Securities Exchange Act of 1934, as amended.

  "AWARD" or "Awards", except where referring to a particular category of grant
under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Conditioned Stock Awards, Unrestricted Stock Awards, Performance Share
Awards and Stock Appreciation Rights.

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

  "CAUSE" means (i) any material breach by the participant of any agreement to
which the participant and the Company are both parties, (ii) any act or omission
to act by the participant which may have a material and adverse effect on the
Company's business or on the participant's ability to perform services for the
Company, including, without limitation, the commission of any crime (other than
ordinary traffic violations), or (iii) any material misconduct or material
neglect of duties by the participant in connection with the business or affairs
of the Company or any affiliate of the Company.

  "CHANGE OF CONTROL" shall have the meaning set forth in Section 15.

  "CODE" means the Internal Revenue Code of 1986, as amended, and any successor
Code, and related rules, regulations and interpretations.

  "CONDITIONED STOCK AWARD" means an Award granted pursuant to Section 6.

  "COMMITTEE" shall have the meaning set forth in Section 2.

  "DISABILITY" means disability as set forth in Section 22(e)(3) of the Code.

  "EFFECTIVE DATE" means the date on which the Plan is approved by shareholders
as set forth in Section 17.
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  "ELIGIBLE PERSONS" shall have the meaning set forth in Section 4.

  "FAIR MARKET VALUE" on any given date means the closing price per share of the
Stock on such date as reported by a nationally recognized stock exchange, or, if
the Stock is not listed on such an exchange, as reported by NASDAQ, or, if the
Stock is not quoted on NASDAQ, the fair market value of the Stock as determined
by the Committee.

  "INCENTIVE STOCK OPTION" means any Stock Option designated and qualified as an
"incentive stock option" as defined in Section 422 of the Code.

  "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an Incentive
Stock Option.

  "NORMAL RETIREMENT" means retirement from active employment with the Company
and its Subsidiaries in accordance with the retirement policies of the Company
and its Subsidiaries then in effect.

  "OUTSIDE DIRECTOR" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section 1504(a)
of the Code, which includes the Company (an "Affiliate"), (ii) is not a former
employee of the Company or any Affiliate who is receiving compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
Company's or any Affiliate's taxable year, (iii) has not been an officer of the
Company or any Affiliate and (iv) does not receive remuneration from the Company
or any Affiliate, either directly or indirectly, in any capacity other than as a
director.

  "OPTION" OR "STOCK OPTION" means any option to purchase shares of Stock
granted pursuant to Section 5.

  "PERFORMANCE SHARE AWARD" means an Award granted pursuant to Section 8.

  "STOCK" means the Common Stock, $.01 par value per share, of the Company,
subject to adjustments pursuant to Section 3.

  "STOCK APPRECIATION RIGHT" means an Award granted pursuant to Section 9.

  "SUBSIDIARY" means a subsidiary as set forth in Section 424 of the Code.

  "UNRESTRICTED STOCK AWARD" means Awards granted pursuant to Section 7.

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS
AND DETERMINE AWARDS.

  (a) Committee. The Plan shall be administered by a committee (the "Committee")
consisting of at least two Outside Directors. None of the members of the
Committee shall have been granted any Award under this Plan (other than pursuant
to Section 7(c)) or any other stock option plan of the Company (other than the
Company's 1993 Directors' Stock Option Plan) within one year prior to service on
the Committee. It is the intention of the Company that the Plan shall be
administered by "disinterested persons" within the meaning of Section
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162(m) of the Code, but the authority and validity of any act taken or not taken
by the Committee shall not be affected if any person administering the Plan is
not a disinterested person. Except as specifically reserved to the Board under
the terms of the Plan, the Committee shall have full and final authority to
operate, manage and administer the Plan on behalf of the Company. Action by the
Committee shall require the affirmative vote of a majority of all members
thereof.

  (b) Powers of Committee. The Committee shall have the power and authority to
grant Awards consistent with the terms of the Plan, including the power and
authority:

          (i) to select the officers and other employees of, and persons
          providing services to, the Company and its Subsidiaries to whom Awards
          may from time to time be granted;

          (ii) to determine the time or times of grant, and the extent, if any,
          of Incentive Stock Options, Non-Qualified Stock Options, Conditioned
          Stock, Unrestricted Stock, Performance Shares and Stock Appreciation
          Rights, or any combination of the foregoing, granted to any one or
          more participants;

          (iii) to determine the number of shares to be covered by any Award;

          (iv) to determine and modify the terms and conditions, including
          restrictions, not inconsistent with the terms of the Plan, of any
          Award, which terms and conditions may differ among individual Awards
          and participants, and to approve the form of written instruments
          evidencing the Awards;

          (v) to accelerate the exercisability or vesting of all or any portion
          of any Award with the exception of a Conditioned Stock Award;

          (vi) subject to the provisions of Section 5(a)(ii), to extend the
          period in which any outstanding Stock Option or Stock Appreciation
          Right may be exercised;

          (vii) to reduce the per-share exercise price of any outstanding Stock
          Option or Stock Appreciation Right awarded to any employee of the
          Company, including any officer or director of the Company (but not to
          less than 100% of Fair Market Value on the date the reduction is made)
          provided, however, that such reduction shall be effective only if
          approved by the shareholders of the Company;

          (viii) to determine whether, to what extent, and under what
          circumstances Stock and other amounts payable with respect to an Award
          shall be deferred either automatically or at the election of the
          participant and whether and to what extent the Company shall pay or
          credit amounts equal to interest (at rates determined by the
          Committee) or dividends or deemed dividends on such deferrals; and

          (ix) to adopt, alter and repeal such rules, guidelines and practices
          for administration of the Plan and for its own acts and proceedings as
          it shall deem advisable; to interpret the terms and provisions of the
          Plan and any Award (including related written instruments); to make
          all determinations it
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          deems advisable for the administration of the Plan; to decide all
          disputes arising in connection with the Plan; and to otherwise
          supervise the administration of the Plan.

     All decisions and interpretations of the Committee shall be binding on all
persons, including the Company and Plan participants.

SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION.

  (a) Shares Issuable. The maximum number of shares of Stock with respect to
which Awards (including Stock Appreciation Rights) may be granted under the Plan
shall be 680,000. For purposes of this limitation, the shares of Stock
underlying any Awards which are forfeited, cancelled, reacquired by the Company
or otherwise terminated (other than by exercise) shall be added back to the
shares of Stock with respect to which Awards may be granted under the Plan so
long as the participants to whom such Awards had been previously granted
received no benefits of ownership of the underlying shares of Stock to which the
Awards related. Subject to such overall limitation, any type or types of Award
may be granted with respect to shares, including Incentive Stock Options. Shares
issued under the Plan may be authorized but unissued shares or shares reacquired
by the Company.

  (b) Limitation on Awards. In no event may any Plan participant be granted
Awards (including Stock Appreciation Rights) with respect to more than 100,000
shares of Stock in any calendar year. The number of shares of Stock relating to
an Award granted to a Plan participant in a calendar year that is subsequently
forfeited, cancelled or otherwise terminated shall continue to count toward the
foregoing limitation in such calendar year.

  (c) Stock Dividends, Mergers, etc. In the event that after approval of the
Plan by the shareholders of the Company in accordance with Section 17, the
Company effects a stock dividend, stock split or similar change in
capitalization affecting the Stock, the Committee shall make appropriate
adjustments in (i) the number and kind of shares of stock or securities with
respect to which Awards may thereafter be granted (including without limitation
the limitations set forth in Sections 3(a) and (b) above), (ii) the number and
kind of shares remaining subject to outstanding Awards, and (iii) the option or
purchase price in respect of such shares. In the event of any merger,
consolidation, dissolution or liquidation of the Company, the Committee in its
sole discretion may, as to any outstanding Awards, make such substitution or
adjustment in the aggregate number of shares reserved for issuance under the
Plan and in the number and purchase price (if any) of shares subject to such
Awards as it may determine and as may be permitted by the terms of such
transaction, or accelerate, amend or terminate such Awards upon such terms and
conditions as it shall provide (which, in the case of the termination of the
vested portion of any Award, shall require payment or other consideration which
the Committee deems equitable in the circumstances), subject, however, to the
provisions of Section 15.

  (d) Substitute Awards. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the
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Company or a Subsidiary of property or stock of the employing corporation. The
Committee may direct that the substitute awards be granted on such terms and
conditions as the Committee considers appropriate in the circumstances. The
shares which may be delivered under such substitute awards shall be in addition
to the maximum number of shares provided for in Section 3(a) only to the extent
that the substitute Awards are both (i) granted to persons whose relationship to
the Company does not make (and is not expected to make) them subject to Section
16(b) of the Act; and (ii) granted in substitution for awards issued under a
plan approved, to the extent then required under Rule 16b-3 (or any successor
rule under the Act), by the shareholders of the entity which issued such
predecessor awards.


SECTION 4. ELIGIBILITY.

  Awards may be granted to officers or other key employees of the Company or its
Subsidiaries, and to members of the Board and consultants or other persons who
render services to the Company, regardless of whether they are also employees
("Eligible Persons"), provided, however, that members of the Committee at the
time of grant, except for the purposes of Section 7(c), shall not constitute
Eligible Persons.

SECTION 5. STOCK OPTIONS.

  Any Stock Option granted under the Plan shall be in such form as the Committee
may from time to time approve.

  Stock Options granted under the Plan may be either Incentive Stock Options or
Non-Qualified Stock Options. To the extent that any option does not qualify as
an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.

  No Incentive Stock Option shall be granted under the Plan after December 31,
2006.

  (a) Grant of Stock Options. The Committee in its discretion may grant
Incentive Stock Options only to employees of the Company or any Subsidiary. The
Committee in its discretion may grant Non-Qualified Stock Options to Eligible
Persons. Stock Options granted pursuant to this Section 5(a) shall be subject to
the following terms and conditions and the terms and conditions of Section 13
and shall contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee shall deem desirable.

            (i) Exercise Price. The exercise price per share for the Stock
          covered by a Stock Option granted pursuant to this Section 5(a) shall
          be determined by the Committee at the time of grant but shall be, in
          the case of Incentive Stock Options and Non-Qualified Stock Options,
          not less than 100% of Fair Market Value on the date of grant. If an
          employee owns or is deemed to own (by reason of the attribution rules
          applicable under Section 424(d) of the Code) more than 10% of the
          combined voting power of all classes of stock of the Company or any
          Subsidiary or parent corporation and an Incentive
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          Stock Option is granted to such employee, the option price shall be
          not less than 110% of Fair Market Value on the grant date.

            (ii) Option Term. The term of each Stock Option shall be fixed by
          the Committee, but no Incentive Stock Option shall be exercisable more
          than ten years after the date the option is granted. If an employee
          owns or is deemed to own (by reason of the attribution rules of
          Section 424(d) of the Code) more than 10% of the combined voting power
          of all classes of stock of the Company or any Subsidiary or parent
          corporation and an Incentive Stock Option is granted to such employee,
          the term of such option shall be no more than five years from the date
          of grant.

            (iii) Exercisability; Rights of a Shareholder. Stock Options shall
          become vested and exercisable at such time or times, whether or not in
          installments, as shall be determined by the Committee at or after the
          grant date. The Committee may at any time accelerate the
          exercisability of all or any portion of any Stock Option. An optionee
          shall have the rights of a shareholder only as to shares acquired upon
          the exercise of a Stock Option and not as to unexercised Stock
          Options.

            (iv) Method of Exercise. Stock Options may be exercised in whole or
          in part, by delivering written notice of exercise to the Company,
          specifying the number of shares to be purchased. Payment of the
          purchase price may be made by one or more of the following methods:

                 (A) In cash, by certified or bank check or other instrument
               acceptable to the Committee;

                 (B) In the form of shares of Stock that are not then subject to
               restrictions under any Company plan, if permitted by the
               Committee, in its discretion. Such surrendered shares shall be
               valued at Fair Market Value on the exercise date; or

                 (C) By the optionee delivering to the Company a properly
               executed exercise notice together with irrevocable instructions
               to a broker to promptly deliver to the Company cash or a check
               payable and acceptable to the Company to pay the purchase price;
               provided that in the event the optionee chooses to pay the
               purchase price as so provided, the optionee and the broker shall
               comply with such procedures and enter into such agreements of
               indemnity and other agreements as the Committee shall prescribe
               as a condition of such payment procedure. Payment instruments
               will be received subject to collection.


          The delivery of certificates representing shares of Stock to be
          purchased pursuant to the exercise of a Stock Option will be
          contingent upon receipt from the Optionee (or a purchaser acting in
          his stead in accordance with the
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          provisions of the Stock Option) by the Company of the full purchase
          price for such shares and the fulfillment of any other requirements
          contained in the Stock Option or applicable provisions of laws.

            (v) Transferability of Options. No Stock Option shall be
          transferable by the optionee otherwise than by will or by the laws of
          descent and distribution, and all Stock Options shall be exercisable,
          during the optionee's lifetime, only by the optionee or his or her
          legal representative; provided, however, that the Committee may, in
          the manner established by the Committee, permit the transfer, without
          payment of consideration, of a Non-Qualified Stock Option by an
          optionee to a member of the optionee's immediate family or to a trust
          or partnership whose beneficiaries are members of the optionee's
          immediate family; and such transferee shall remain subject to all the
          terms and conditions applicable to the option prior to the transfer.
          For purposes of this provision, an optionee's "immediate family" shall
          mean the holder's spouse, children and grandchildren."

            (vi) Annual Limit on Incentive Stock Options. To the extent required
          for "incentive stock option" treatment under Section 422 of the Code,
          the aggregate Fair Market Value (determined as of the time of grant)
          of the Stock with respect to which incentive stock options granted
          under this Plan and any other plan of the Company or its Subsidiaries
          become exercisable for the first time by an optionee during any
          calendar year shall not exceed $100,000.

            (vii) Repurchase Right. The Committee may in its discretion provide
          upon the grant of any Stock Option hereunder that the Company shall
          have an option to repurchase upon such terms and conditions as
          determined by the Committee all or any number of shares purchased upon
          exercise of such Stock Option. The repurchase price per share payable
          by the Company shall be such amount or be determined by such formula
          as is fixed by the Committee at the time the Option for the shares
          subject to repurchase is granted. In the event the Committee shall
          grant Stock Options subject to the Company's repurchase option, the
          certificates representing the shares purchased pursuant to such
          Options shall carry a legend satisfactory to counsel for the Company
          referring to the Company's repurchase option.

            (viii) Form of Settlement. Shares of Stock issued upon exercise of a
          Stock Option shall be free of all restrictions under the Plan, except
          as otherwise provided in this Plan.

  (b) Reload Options. At the discretion of the Committee, Options granted under
Section 5(a) may include a so-called "reload" feature pursuant to which an
optionee exercising an option by the delivery of a number of shares of Stock in
accordance with Section 5(a)(iv)(B) hereof would automatically be granted an
additional Option (with an exercise price equal to the Fair Market Value of the
Stock on the date the additional Option is granted and with the same expiration
date as the original Option being exercised, and with such other terms as the
Committee may provide) to purchase that number of shares of Stock equal to the
number delivered to exercise the original Option.
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SECTION 6. CONDITIONED STOCK AWARDS.

  (a) Nature of Conditioned Stock Award. The Committee in its discretion may
grant Conditioned Stock Awards to any Eligible Person. A Conditioned Stock Award
is an Award entitling the recipient to acquire, at no cost or for a purchase
price determined by the Committee, shares of Stock subject to such restrictions
and conditions as the Committee may determine at the time of grant ("Conditioned
Stock"). Conditions may be based on continuing employment and/or achievement of
pre-established performance goals and objectives. In addition, a Conditioned
Stock Award may be granted to an employee by the Committee in lieu of a cash
bonus due to such employee pursuant to any other plan of the Company.

  (b) Acceptance of Award. A participant who is granted a Conditioned Stock
Award shall have no rights with respect to such Award unless the participant
shall have accepted the Award within 60 days (or such shorter date as the
Committee may specify) following the award date by making payment to the
Company, if required, by certified or bank check or other instrument or form of
payment acceptable to the Committee in an amount equal to the specified purchase
price, if any, of the shares covered by the Award and by executing and
delivering to the Company a written instrument that sets forth the terms and
conditions of the Conditioned Stock in such form as the Committee shall
determine.

  (c) Rights as a Shareholder. Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Conditioned Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Conditioned Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Conditioned Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.

  (d) Restrictions. Shares of Conditioned Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by the
Company and its Subsidiaries for any reason (including death, Disability, Normal
Retirement and for Cause), the Company shall have the right, at the discretion
of the Committee, to repurchase shares of Conditioned Stock with respect to
which conditions have not lapsed at their purchase price, or to require
forfeiture of such shares to the Company if acquired at no cost, from the
participant or the participant's legal representative. The Company must exercise
such right of repurchase or forfeiture not later than the ninetieth day
following such termination of employment (unless otherwise specified, in the
written instrument evidencing the Conditioned Award).

  (e) Vesting of Conditioned Stock. The Committee at the time of grant shall
specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which the non-transferability of the
Conditioned Stock and the Company's right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such
preestablished performance goals, objectives and other conditions, the
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shares on which all restrictions have lapsed shall no longer be Conditioned
Stock and shall be deemed "vested."

  (f) Waiver, Deferral and Reinvestment of Dividends. The written instrument
evidencing the Conditioned Stock Award may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Stock.

SECTION 7. UNRESTRICTED STOCK AWARDS.

  (a) Grant or Sale of Unrestricted Stock. The Committee in its discretion may
grant (or sell at a purchase price determined by the Committee which shall in no
event be less than 100% of Fair Market Value) to any Eligible Person shares of
Stock free of any restrictions under the Plan ("Unrestricted Stock"). Shares of
Unrestricted Stock may be granted or sold as described in the preceding sentence
in respect of past services or other valid consideration. Notwithstanding the
foregoing, performance based grants of Unrestricted Stock shall be subject to a
one year holding period and time based grants of Unrestricted Stock shall be
subject to a three year holding period.

  (b) Elections to Receive Unrestricted Stock In Lieu of Compensation. Upon the
request of an Eligible Person and with the consent of the Committee, each
Eligible Person may, pursuant to an irrevocable written election delivered to
the Company no later than the date or dates specified by the Committee, receive
a portion of the cash compensation otherwise due to him in Unrestricted Stock
(valued at Fair Market Value on the date or dates the cash compensation would
otherwise be paid). Such Unrestricted Stock may be paid to the Eligible Person
at the same time as the cash compensation would otherwise be paid, or at a later
time, as specified by the Eligible Person in the written election.

  (c) Elections to Receive Unrestricted Stock in Lieu of Directors' Fees. Each
Outside Director may, pursuant to an irrevocable written election delivered to
the Company no later than June 30 of any calendar year, receive all or a portion
of the directors' fees otherwise due to him in the subsequent calendar year in
Unrestricted Stock (valued at Fair Market Value on the date or dates the
directors' fees would otherwise be paid). Such Unrestricted Stock may be paid to
the Non-Employee Director at the same time the directors' fees would otherwise
have been paid, or at a later time, as specified by the Non-Employee Director in
the written election.

  (d) Restrictions on Transfers. The right to receive unrestricted Stock may not
be sold, assigned, transferred, pledged or otherwise encumbered, other than by
will or the laws of descent and distribution.


SECTION 8. PERFORMANCE SHARE AWARDS.

  (a) Nature of Performance Shares. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. Performance Share Awards may be granted
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under the Plan to any Eligible Person including those who qualify for awards
under other performance plans of the Company. The Committee in its discretion
shall determine whether and to whom Performance Share Awards shall be made, the
performance goals applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and conditions
applicable to the awarded Performance Shares; provided, however, that the
Committee may rely on the performance goals and other standards applicable to
other performance-based plans of the Company in setting the standards for
Performance Share Awards under the Plan.

  (b) Restrictions on Transfer. Performance Share Awards and all rights with
respect to such Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered.

  (c) Rights as a Shareholder. A participant receiving a Performance Share Award
shall have the rights of a shareholder only as to shares actually received by
the participant under the Plan and not with respect to shares subject to the
Award but not actually received by the participant. A participant shall be
entitled to receive a stock certificate evidencing the acquisition of shares of
Stock under a Performance Share Award only upon satisfaction of all conditions
specified in the written instrument evidencing the Performance Share Award (or
in a performance plan adopted by the Committee).

  (d) Termination. Except as may otherwise be provided by the Committee at any
time prior to termination of employment, a participant's rights in all
Performance Share Awards shall automatically terminate upon the participant's
termination of employment by the Company and its Subsidiaries for any reason
(including death, Disability, Normal Retirement and for Cause).

  (e) Acceleration, Waiver, Etc. At any time prior to the participant's
termination of employment by the Company and its Subsidiaries, the Committee may
in its sole discretion accelerate, waive or, subject to Section 13, amend any or
all of the goals, restrictions or conditions imposed under any Performance Share
Award.

SECTION 9. STOCK APPRECIATION RIGHTS

  (a) The Committee in its discretion may grant Stock Appreciation Rights to any
Eligible Person (i) alone, (ii) simultaneously with the grant of a Stock Option
and in conjunction therewith or in the alternative thereto or (iii) subsequent
to the grant of a Non-Qualified option and in conjunction therewith or in the
alternative thereto.

  (b) The exercise price per share of a Stock Appreciation Right granted alone
shall be determined by the Committee, but shall not be less than 100% of Fair
Market Value on the date of grant of such Stock Appreciation Right. A Stock
Appreciation Right granted simultaneously with or subsequent to the grant of a
Stock Option and in conjunction therewith or in the alternative thereto shall
have the same exercise price as the related Stock Option, shall be transferable
only upon the same terms and conditions as the related Stock Option, and shall
be exercisable only to the same extent as the related Stock Option; provided,
however, that a Stock Appreciation Right, by its terms, shall be exercisable
only when the Fair Market Value per share of Stock exceeds the exercise price
per share thereof.
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  (c) Upon any exercise of a Stock Appreciation Right, the number of shares of
Stock for which any related Stock Option shall be exercisable shall be reduced
by the number of shares for which the Stock Appreciation Right shall have been
exercised. The number of shares of Stock with respect to which a Stock
Appreciation Right shall be exercisable shall be reduced upon any exercise of
any related Stock Option by the number of shares for which such Option shall
have been exercised. Any Stock Appreciation Right shall be exercisable upon such
additional terms and conditions as may from time to time be prescribed by the
Committee.

  (d) A Stock Appreciation Right shall entitle the participant upon exercise
thereof to receive from the Company, upon written request to the Company at its
principal offices (the "Request"), a number of shares of Stock (with or without
restrictions as to substantial risk of forfeiture and transferability, as
determined by the Committee in its sole discretion), an amount of cash, or any
combination of Stock and cash, as specified in the Request (but subject to the
approval of the Committee in its sole discretion, at any time up to and
including the time of payment, as to the making of any cash payment), having an
aggregate Fair Market Value equal to the product of (i) the excess of Fair
Market Value, on the date of such Request, over the exercise price per share of
Stock specified in such Stock Appreciation Right or its related Option,
multiplied by (ii) the number of shares of Stock for which such Stock
Appreciation Right shall be exercised. Notwithstanding the foregoing, the
Committee may specify at the time of grant of any Stock Appreciation Right that
such Stock Appreciation Right may be exercisable solely for cash and not for
Stock.

  (e) Within thirty (30) days of the receipt by the Company of a Request to
receive cash in full or partial settlement of a Stock Appreciation Right or to
exercise such Stock Appreciation Right for cash, the Committee shall, in its
sole discretion, either consent to or disapprove, in whole or in part, such
Request. A Request to receive cash in full or partial settlement of a Stock
Appreciation Right or to exercise a Stock Appreciation Right for cash may
provide that, in the event the Committee shall disapprove such Request, such
Request shall be deemed to be an exercise of such Stock Appreciation Right for
Stock.

  (f) If the Committee disapproves in whole or in part any election by a
participant to receive cash in full or partial settlement of a Stock
Appreciation Right or to exercise such Stock Appreciation Right for cash, such
disapproval shall not affect such participant's right to exercise such Stock
Appreciation Right at a later date, to the extent that such Stock Appreciation
Right shall be otherwise exercisable, or to elect the form of payment at a later
date, provided that an election to receive cash upon such later exercise shall
be subject to the approval of the Committee. Additionally, such disapproval
shall not affect such participant's right to exercise any related Option.

  (g) A participant shall not be entitled to request or receive cash in full or
partial payment of a Stock Appreciation Right, if such Stock Appreciation Right
or any related Option shall have been exercised during the first six (6) months
of its respective term; provided, however, that such prohibition shall not apply
in the event of the death or Disability of the participant prior to the
expiration of such six-month period, or if such participant is not a director or
officer of the Company or a beneficial owner of the Company who is described in
Section 16(a) of the Act.
<PAGE>   12
  (h) A Stock Appreciation Right shall be deemed exercised on the last day of
its term, if not otherwise exercised by the holder thereof, provided that the
fair market value of the Stock subject to the Stock Appreciation Right exceeds
the exercise price thereof on such date.

  (i) No Stock Appreciation Right shall be transferable other than by will or by
the laws of descent and distribution and all Stock Appreciation Rights shall be
exercisable, during the holder's lifetime, only by the holder.


SECTION 10. TERMINATION OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

  (a) Termination by Death. If any participant's employment by or services to
the Company and its Subsidiaries terminates by reason of death, any Stock Option
or Stock Appreciation Right owned by such participant may thereafter be
exercised to the extent exercisable at the date of death, by the legal
representative or legatee of the participant, for a period of two years (or such
longer period as the Committee shall specify at any time) from the date of
death, or until the expiration of the stated term of the Option or Stock
Appreciation Right, if earlier.

  (b) Termination by Reason of Disability or Normal Retirement.

           (i) Any Stock Option or Stock Appreciation Right held by a
          participant whose employment by or services to the Company and its
          Subsidiaries has terminated by reason of Disability may thereafter be
          exercised, to the extent it was exercisable at the time of such
          termination, for a period of one year (or such longer period as the
          Committee shall specify at any time) from the date of such termination
          of employment or services, or until the expiration of the stated term
          of the Option or Stock Appreciation Right, if earlier.

           (ii) Any Stock Option or Stock Appreciation Right held by a
          participant whose employment by or services to the Company and its
          Subsidiaries has terminated by reason of Normal Retirement may
          thereafter be exercised, to the extent it was exercisable at the time
          of such termination, for a period of 90 days (or such longer period as
          the Committee shall specify at any time) from the date of such
          termination of employment or services, or until the expiration of the
          stated term of the Option or Stock Appreciation Right, if earlier.

           (iii) The Committee shall have sole authority and discretion to
          determine whether a participant's employment or services has been
          terminated by reason of Disability or Normal Retirement.

           (iv) Except as otherwise provided by the Committee at the time of
          grant, the death of a participant during a period provided in this
          Section 10(b) for the exercise of a Stock Option or Stock Appreciation
          Right, shall extend such period for two years from the date of death,
          subject to termination on the expiration of the stated term of the
          Option or Stock Appreciation Right, if earlier.

  (c) Termination for Cause. If any participant's employment by or services to
the Company and its Subsidiaries has been terminated for Cause, any Stock Option
or Stock Appreciation
<PAGE>   13
Right held by such participant shall immediately terminate and be of no further
force and effect; provided, however, that the Committee may, in its sole
discretion, provide that such Option or Stock Appreciation Right can be
exercised for a period of up to 30 days from the date of termination of
employment or services or until the expiration of the stated term of the Option
or Stock Appreciation Right, if earlier.

  (d) Voluntary Termination. If any participant's employment by or services to
the Company and its Subsidiaries is voluntarily terminated, any Stock Option or
Stock Appreciation Right held by such participant shall immediately terminate
and be of no further force and effect; provided, however, that the Committee
may, in its sole discretion, provide that such Option or Stock Appreciation
right can be exercised for a period of up to 90 days from the date of
termination of employment or services or until the expiration of the stated term
of the Option or Stock Appreciation Right, if earlier.

  (e) Other Termination. Unless otherwise determined by the Committee, if a
participant's employment by or services to the Company and its Subsidiaries
terminates for any reason other than death, Disability, Normal Retirement,
voluntary termination or for Cause, any Stock Option or Stock Appreciation Right
held by such participant may thereafter be exercised, to the extent it was
exercisable on the date of termination of employment, for 90 days (or such
longer period as the Committee shall specify at any time) from the date of
termination of employment or services or until the expiration of the stated term
of the Option or Stock Appreciation Right, if earlier.

SECTION 11. TAX WITHHOLDING.

  (a) Payment by Participant. Each participant shall, no later than the date as
of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant.

  (b) Payment in Shares. Participant may elect to have such tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the Company to
withhold from shares of Stock to be issued pursuant to an Award a number of
shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due with respect to such
Award, or (ii) transferring to the Company shares of Stock owned by the
participant with an aggregate Fair Market Value (as of the date the withholding
is effected) that would satisfy the withholding amount due. With respect to any
participant who is subject to Section 16 of the Act, the following additional
restrictions shall apply:

            (A) the election to satisfy tax withholding obligations relating to
          an Award in the manner permitted by this Section 11(b) shall be made
          either (1) during the period beginning on the third business day
          following the date of release of quarterly or annual summary
          statements of sales and earnings of the Company and ending on the
          twelfth business day following such date, or (2)
<PAGE>   14
          at least six months prior to the date as of which the receipt of such
          an Award first becomes a taxable event for Federal income tax
          purposes;

            (B) such election shall be irrevocable;

            (C) such election shall be subject to the consent or approval of the
          Committee; and

            (D) the Stock withheld to satisfy tax withholding, if granted at the
          discretion of the Committee, must pertain to an Award which has been
          held by the participant for at least six months from the date of grant
          of the Award.

SECTION 12. TRANSFER, LEAVE OF ABSENCE, ETC.

For purposes of the Plan, the following events shall not be deemed a termination
of employment:

  (a) a transfer to the employment of the Company from a Subsidiary or from the
Company to a Subsidiary, or from one Subsidiary to another;

  (b) an approved leave of absence for military service or sickness, or for any
other purpose approved by the Company, if the employee's right to re-employment
is guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Committee otherwise so provides
in writing.

SECTION 13. AMENDMENTS AND TERMINATION.

The Board may at any time amend or discontinue the Plan and the Committee may
at any time amend or cancel any outstanding Award (or provide substitute Awards
at the same exercise or purchase price) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder's consent. However, no
such amendment, unless approved by the shareholders of the Company, shall be
effective if it would (i) cause the Plan to fail to satisfy the incentive stock
option requirements of the Code, (ii) cause transactions under the Plan to fail
to satisfy the requirements of Rule 16b-3 or any successor rule under the Act as
in effect on the date of such amendment, (iii) permit the Board or the Committee
to reprice Options or Stock Appreciation Rights granted to officers and
directors of the Company under the Plan without shareholder approval, (iv)
permit the Board or the Committee to grant Non-Qualified Stock Options or Stock
Appreciation Rights under the Plan at less than 100% of the Fair Market Value on
the date of grant of such Non-Qualified Stock Options or Stock Appreciation
Rights, as the case may be, (v) cause a material increase in the number of
shares authorized under the Plan, (vi) cause a material increase in benefits
accruing to participants under the Plan, or (vii) cause a material increase in
the eligible class of recipients under the Plan.
<PAGE>   15


SECTION 14. STATUS OF PLAN.

  With respect to the portion of any Award which has not been exercised and any
payments in cash, Stock or other consideration not received by a participant, a
participant shall have no rights greater than those of a general creditor of the
Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company's obligations
to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the
provision of the foregoing sentence.

SECTION 15. CHANGE OF CONTROL PROVISIONS.

  (a) Upon the occurrence of a Change of Control as defined in this Section 15:

            (i) subject to the provisions of clause (iii) below, after the
          effective date of such Change of Control, each holder of an
          outstanding Stock Option, Conditional Stock Award, Performance Share
          Award or Stock Appreciation Right shall be entitled, upon exercise of
          such Award, to receive, in lieu of shares of Stock (or consideration
          based upon the Fair Market Value of Stock), shares of such stock or
          other securities, cash or property (or consideration based upon shares
          of such stock or other securities, cash or property) as the holders of
          shares of Stock received in connection with the Change of Control;

            (ii) the Committee may accelerate the time for exercise of, and
          waive all conditions and restrictions on, each unexercised and
          unexpired Stock Option, Conditional Stock Award, Performance Share
          Award and Stock Appreciation Right, effective upon a date prior or
          subsequent to the effective date of such Change of Control, specified
          by the Committee; or

            (iii) each outstanding Stock Option, Conditional Stock Award,
          Performance Share Award and Stock Appreciation Right may be cancelled
          by the Committee as of the effective date of any such Change of
          Control provided that (x) notice of such cancellation shall be given
          to each holder of such an Award and (y) each holder of such an Award
          shall have the right to exercise such Award to the extent that the
          same is then exercisable or, if the Committee shall have accelerated
          the time for exercise of all such unexercised and unexpired Awards, in
          full during the 30-day period preceding the effective date of such
          Change of Control.


  (b) "Change of Control" shall mean the occurrence of any one of the following
events:

            (i) any "person" (as such term is used in Sections 13(d) and
          14(d)(2) of the Act) becomes a "beneficial owner" (as such term is
          defined in Rule 13d-3 promulgated under the Act) (other than the
          Company, any trustee or other fiduciary holding securities under an
          employee benefit plan of the Company,
<PAGE>   16
          or any corporation owned, directly or indirectly, by the shareholders
          of the Company in substantially the same proportions as their
          ownership of stock of the Company), directly or indirectly, of
          securities of the Company representing thirty-five percent (35%) or
          more of the combined voting power of the Company's then outstanding
          securities; or

            (ii) persons who, as of January 1, 1997, constituted the Company's
          Board (the "Incumbent Board") cease for any reason, including without
          limitation as a result of a tender offer, proxy contest, merger or
          similar transaction, to constitute at least a majority of the Board,
          provided that any person becoming a director of the Company subsequent
          to January 1, 1997 whose election was approved by, or who was
          nominated with the approval of, at least a majority of the directors
          then comprising the Incumbent Board shall, for purposes of this Plan,
          be considered a member of the Incumbent Board; or

            (iii) the shareholders of the Company approve a merger or
          consolidation of the Company with any other corporation or other
          entity, other than (a) a merger or consolidation which would result in
          the voting securities of the Company outstanding immediately prior
          thereto continuing to represent (either by remaining outstanding or by
          being converted into voting securities of the surviving entity) more
          than 65% of the combined voting power of the voting securities of the
          Company or such surviving entity outstanding immediately after such
          merger or consolidation or (b) a merger or consolidation effected to
          implement a recapitalization of the Company (or similar transaction)
          in which no "person" (as hereinabove defined) acquires more than 50%
          of the combined voting power of the Company's then outstanding
          securities; or

            (iv) the shareholders of the Company approve a plan of complete
          liquidation of the Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets.


SECTION 16. GENERAL PROVISIONS.

  (a) No Distribution; Compliance with Legal Requirements. The Committee may
require each person acquiring shares pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.

  No shares of Stock shall be issued pursuant to an Award until all applicable
securities law and other legal and stock exchange requirements have been
satisfied. The Committee may require the placing of such stop orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.

  (b) Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent
<PAGE>   17
of the Company shall have delivered such certificates in the United States mail,
addressed to the participant, at the participant's last known address on file
with the Company.

  (c) Other Compensation Arrangements; No Employment Rights. Nothing contained
in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

SECTION 17. EFFECTIVE DATE OF PLAN.

  The Plan shall become effective upon approval by the holders of a majority of
the shares of capital stock of the Company present or represented and entitled
to vote at a meeting of shareholders.

SECTION 18. GOVERNING LAW.

  This Plan shall be governed by, and construed and enforced in accordance with,
the substantive laws of The Commonwealth of Massachusetts without regard to its
principles of conflicts of laws.