<PAGE>   1
                                                                   EXHIBIT 10.24



                               ORGANIC, INC. 1999
                         LONG-TERM STOCK INCENTIVE PLAN

              (As Amended and Restated Effective November 30, 2000)


<PAGE>   2



                               ORGANIC, INC. 1999
                         LONG-TERM STOCK INCENTIVE PLAN

              (As Amended and Restated Effective November 30, 2000)

                                    SECTION 1
                                     GENERAL

         1.1. Purpose. The Organic, Inc. 1999 Long-Term Stock Incentive Plan,
(the "Plan") was established as of December 15, 1999 by Organic, Inc. (the
"Company") to (i) attract and retain persons eligible to participate in the
Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve
long-range goals; (iii) provide incentive compensation opportunities that are
competitive with those of other similar companies; and (iv) further identify
Participants' interests with those of the Company's other shareholders through
compensation that is based on the Company's common stock; and thereby promote
the long-term financial interest of the Company and the Subsidiaries, including
the growth in value of the Company's equity and enhancement of long-term
shareholder return. This document constitutes an amendment, restatement and
continuation of the Plan effective as of February 9, 2000 the "Effective Date"
of this restated Plan. The provisions of this Plan as so restated shall be
applicable to Awards granted hereunder on or after the Effective Date.

         1.2. Participation. Subject to the terms and conditions of the Plan,
the Committee shall determine and designate, from time to time, from among the
Eligible Individuals (including transferees of Eligible Individuals to the
extent the transfer is permitted by the Plan and the applicable Award
Agreement), those persons who will be granted one or more Awards under the Plan,
and thereby become "Participants" in the Plan.

         1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 8 of the Plan).

                                    SECTION 2
                                OPTIONS AND SARS

         2.1.  Definitions.

(a)      The grant of an "Option" entitles the Participant to purchase shares of
         Stock at an Exercise Price established by the Committee. Any Option
         granted under this Section 2 may be either an incentive stock option
         (an "ISO") or a non-qualified option (an "NQO"),



<PAGE>   3

         as determined in the discretion of the Committee. An "ISO" is an Option
         that is intended to satisfy the requirements applicable to an
         "incentive stock option" described in section 422(b) of the Code. An
         "NQO" is an Option that is not intended to be an "incentive stock
         option" as that term is described in section 422(b) of the Code.


(b)      A stock appreciation right (an "SAR") entitles the Participant to
         receive, in cash or Stock (as determined in accordance with subsection
         2.5), value equal to (or otherwise based on) the excess of: (a) the
         Fair Market Value of a specified number of shares of Stock at the time
         of exercise; over (b) an Exercise Price established by the Committee.

         2.2. Exercise Price. The "Exercise Price" of each Option and SAR
granted under this Section 2 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option or
SAR is granted; provided that, for NQOs and SARs, the Exercise Price shall not
be less than 85% of the Fair Market Value of a share of Stock, and for ISOs, the
Exercise Price shall not be less than 100% of the Fair Market Value of a share
of Stock; and further provided that the Exercise Price of for an Option or SAR
with respect to a share of Stock shall not be less than the par value of a share
of Stock.

         2.3.  Exercise.  An Option and an SAR shall be exercisable in
accordance with such terms and conditions and during such periods as may be
established by the Committee.

         2.4.  Payment of Option Exercise Price.  The payment of the Exercise
Price of an Option granted under this Section 2 shall be subject to the
following:

(a)      Subject to the following provisions of this subsection 2.4, the full
         Exercise Price for shares of Stock purchased upon the exercise of any
         Option shall be paid at the time of such exercise (except that, in the
         case of an exercise arrangement approved by the Committee and described
         in paragraph 2.4(c), payment may be made as soon as practicable after
         the exercise).

(b)      The Exercise Price shall be payable in cash or by tendering, by either
         actual delivery of shares or by attestation, shares of Stock acceptable
         to the Committee, and valued at Fair Market Value as of the day of
         exercise, or in any combination thereof, as determined by the
         Committee.

(c)      The Committee may permit a Participant to elect to pay the Exercise
         Price upon the exercise of an Option by irrevocably authorizing a third
         party to sell shares of Stock (or a sufficient portion of the shares)
         acquired upon exercise of the Option and remit to the Company a
         sufficient portion of the sale proceeds to pay the entire Exercise
         Price and any tax withholding resulting from such exercise.

         2.5.  Settlement of Award.  Settlement of Options and SARs is subject
to subsection 4.7.


                                      -2-
<PAGE>   4
                                    SECTION 3
                               OTHER STOCK AWARDS

         3.1.  Definitions.

(a)      A "Stock Unit" Award is the grant of a right to receive shares of Stock
         in the future.

(b)      A "Performance Share" Award is a grant of a right to receive shares of
         Stock or Stock Units which is contingent on the achievement of
         performance or other objectives during a specified period.

(c)      A "Performance Unit" Award is a grant of a right to receive a
         designated dollar value amount of Stock which is contingent on the
         achievement of performance or other objectives during a specified
         period.

(d)      A "Restricted Stock" Award is a grant of shares of Stock, and a
         "Restricted Stock Unit" Award is the grant of a right to receive shares
         of Stock in the future, with such shares of Stock or right to future
         delivery of such shares of Stock subject to a risk of forfeiture or
         other restrictions that will lapse upon the achievement of one or more
         goals relating to completion of service by the Participant, or
         achievement of performance or other objectives, as determined by the
         Committee.

         3.2.  Restrictions on Awards.  Each Stock Unit Award, Restricted Stock
Award, Restricted Stock Unit Award, Performance Share Award, and Performance
Unit Award shall be subject to such conditions, restrictions and contingencies
as the Committee shall determine.

                                    SECTION 4
                          OPERATION AND ADMINISTRATION

         4.1. Effective Date. Subject to the approval of the shareholders of the
Company, the Plan shall be effective as of December 15 (the "Effective Date");
provided, however, that to the extent that Awards are granted under the Plan
prior to its approval by shareholders, the Awards shall be contingent on
approval of the Plan by the shareholders of the Company. The Plan shall only
remain in effect until the 10-year anniversary of the date the Plan is adopted
by the Board or the date the Plan is approved by shareholders, whichever is
earlier.

         4.2.  Shares Subject to Plan.  The shares of Stock for which Awards may
be granted under the Plan shall be subject to the following:

(a)      The shares of Stock with respect to which Awards may be made under the
         Plan shall be shares currently authorized but unissued or currently
         held or subsequently acquired by the


                                      -3-

<PAGE>   5

         Company as treasury shares, including shares purchased in the open
         market or in private transactions

(b)      Subject to the following provisions of this subsection 4.2, the maximum
         number of shares of Stock that may be delivered to Participants and
         their beneficiaries under the Plan shall be equal to the sum of:

         (i)      10,500,000 shares of Stock; plus

         (ii)     an annual increase on the first day of each of the Company's
                  fiscal years beginning in 2000 and ending in 2009, equal to
                  the lesser of (A) 3,000,000 Shares, (B) four percent (4%) of
                  the Shares outstanding on the last day of the immediately
                  preceding fiscal year, or (C) such lesser number of shares as
                  is determined by the Board; provided that, in determining the
                  number of shares available for awards granted after an
                  adjustment occurring under paragraph 4.2(f), the amount of
                  shares added to the reserve prior to the adjustment shall be
                  modified to reflect such adjustment.

(c)      To the extent provided by the Committee, any Award may be settled in
         cash rather than Stock. To the extent any shares of Stock covered by an
         Award are not delivered to a Participant or beneficiary because the
         Award is forfeited or canceled, or the shares of Stock are not
         delivered because the Award is settled in cash or used to satisfy the
         applicable tax withholding obligation, such shares shall not be deemed
         to have been delivered for purposes of determining the maximum number
         of shares of Stock available for delivery under the Plan.

(d)      If the exercise price of any stock option granted under the Plan is
         satisfied by tendering shares of Stock to the Company (by either actual
         delivery or by attestation), only the number of shares of Stock issued
         net of the shares of Stock tendered shall be deemed delivered for
         purposes of determining the maximum number of shares of Stock available
         for delivery under the Plan.

(e)      Subject to paragraph 4.2(f), the maximum number of shares of Stock that
         may be issued by Options intended to be ISOs shall be 10,500,000
         shares.

(f)      In the event of a corporate transaction involving the Company
         (including, without limitation, any stock dividend, stock split,
         extraordinary cash dividend, recapitalization, reorganization, merger,
         consolidation, split-up, spin-off, combination or exchange of shares),
         the Committee may adjust Awards to preserve the benefits or potential
         benefits of the Awards. Action by the Committee may include: (i)
         adjustment of the number and kind of shares which may be delivered
         under the Plan; (ii) adjustment of the number and kind of shares
         subject to outstanding Awards; (iii) adjustment of the Exercise Price
         of


                                      -4-

<PAGE>   6

         outstanding Options and SARs; and (iv) any other adjustments that the
         Committee determines to be equitable.

         4.3.  General Restrictions.  Delivery of shares of Stock or other
amounts under the Plan shall be subject to the following:

(a)      Notwithstanding any other provision of the Plan, the Company shall have
         no liability to deliver any shares of Stock under the Plan or make any
         other distribution of benefits under the Plan unless such delivery or
         distribution would comply with all applicable laws (including, without
         limitation, the requirements of the Securities Act of 1933), and the
         applicable requirements of any securities exchange or similar entity.

(b)      To the extent that the Plan provides for issuance of stock certificates
         to reflect the issuance of shares of Stock, the issuance may be
         effected on a non-certificated basis, to the extent not prohibited by
         applicable law or the applicable rules of any stock exchange.


         4.4. Tax Withholding. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the Participant, through the surrender of shares of
Stock which the Participant already owns, or through the surrender of shares of
Stock to which the Participant is otherwise entitled under the Plan.

         4.5. Grant and Use of Awards. In the discretion of the Committee, a
Participant may be granted any Award permitted under the provisions of the Plan,
and more than one Award may be granted to a Participant. Awards may be granted
as alternatives to or replacement of awards granted or outstanding under the
Plan, or any other plan or arrangement of the Company or a Subsidiary (including
a plan or arrangement of a business or entity, all or a portion of which is
acquired by the Company or a Subsidiary). Subject to the overall limitation on
the number of shares of Stock that may be delivered under the Plan, the
Committee may use available shares of Stock as the form of payment for
compensation, grants or rights earned or due under any other compensation plans
or arrangements of the Company or a Subsidiary, including the plans and
arrangements of the Company or a Subsidiary assumed in business combinations.

         4.6. Dividends and Dividend Equivalents. An Award (including without
limitation an Option or SAR Award) may provide the Participant with the right to
receive dividend payments or dividend equivalent payments with respect to Stock
subject to the Award (both before and after the Stock subject to the Award is
earned, vested, or acquired), which payments may be either made currently or
credited to an account for the Participant, and may be settled in cash or Stock,
as determined by the Committee. Any such settlements, and any such crediting of


                                      -5-

<PAGE>   7

dividends or dividend equivalents or reinvestment in shares of Stock, may be
subject to such conditions, restrictions and contingencies as the Committee
shall establish, including the reinvestment of such credited amounts in Stock
equivalents.

         4.7. Settlement of Awards. The obligation to make payments and
distributions with respect to Awards may be satisfied through cash payments, the
delivery of shares of Stock, the granting of replacement Awards, or combination
thereof as the Committee shall determine. Satisfaction of any such obligations
under an Award, which is sometimes referred to as "settlement" of the Award, may
be subject to such conditions, restrictions and contingencies as the Committee
shall determine. The Committee may permit or require the deferral of any Award
payment, subject to such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest or dividend
equivalents, and may include converting such credits into deferred Stock
equivalents. Each Subsidiary shall be liable for payment of cash due under the
Plan with respect to any Participant to the extent that such benefits are
attributable to the services rendered for that Subsidiary by the Participant.
Any disputes relating to liability of a Subsidiary for cash payments shall be
resolved by the Committee.

         4.8. Transferability.  Awards under the Plan are not transferable
except as designated by the Participant by will or by the laws of descent and
distribution.

         4.9.  Form of Time of Elections.  Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

         4.10. Agreement With Company.  An Award under the Plan shall be subject
to such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any Award
to any Participant shall be reflected in such form of written document as is
determined by the Committee. A copy of such document shall be provided to the
Participant, and the Committee may, but need not require that the Participant
sign a copy of such document. Such document is referred to in the Plan as an
"Award Agreement" regardless of whether any Participant signature is required.

         4.11.  Action by Company or Subsidiary.  Any action required or
permitted to be taken by the Company or any Subsidiary shall be by resolution of
its board of directors, or by action of one or more members of the board
(including a committee of the board) who are duly authorized to act for the
board, or (except to the extent prohibited by applicable law or applicable rules
of any stock exchange) by a duly authorized officer of such company.


                                      -6-

<PAGE>   8

         4.12. Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.

         4.13.  Limitation of Implied Rights.

(a)      Neither a Participant nor any other person shall, by reason of
         participation in the Plan, acquire any right in or title to any assets,
         funds or property of the Company or any Subsidiary whatsoever,
         including, without limitation, any specific funds, assets, or other
         property which the Company or any Subsidiary, in its sole discretion,
         may set aside in anticipation of a liability under the Plan. A
         Participant shall have only a contractual right to the Stock or
         amounts, if any, payable under the Plan, unsecured by any assets of the
         Company or any Subsidiary, and nothing contained in the Plan shall
         constitute a guarantee that the assets of the Company or any Subsidiary
         shall be sufficient to pay any benefits to any person.

(b)      The Plan does not constitute a contract of employment, and selection as
         a Participant will not give any participating employee or other
         individual the right to be retained in the employ of the Company or any
         Subsidiary or the right to continue to provide services to the Company
         or any Subsidiary, nor any right or claim to any benefit under the
         Plan, unless such right or claim has specifically accrued under the
         terms of the Plan. Except as otherwise provided in the Plan, no Award
         under the Plan shall confer upon the holder thereof any rights as a
         shareholder of the Company prior to the date on which the individual
         fulfills all conditions for receipt of such rights.

         4.14.  Evidence.  Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

                                    SECTION 5
                                CHANGE IN CONTROL

         5.1.  Change in Control.  Subject to the provisions of paragraph 4.2(f)
(relating to the adjustment of shares), and except as otherwise provided in the
Plan or the Award Agreement reflecting the applicable Award, upon the occurrence
of a Change in Control:

(a)      If a Participant who is employed by the Company or an Affiliate at the
         time of a Change in Control holds one or more outstanding Options, such
         Participant shall be credited with two years of additional vesting
         service for purposes of the vesting of Options (regardless of whether
         in tandem with SARs), and the vesting of any Stock purchased by the
         Participant under an Option.


                                      -7-


<PAGE>   9
(b)      If a Participant who is employed by the Company or an Affiliate at the
         time of a Change in Control holds one or more outstanding SARs, such
         Participant shall be credited with two years of additional vesting
         service for purposes of the vesting of SARs (regardless of whether in
         tandem with Options), and the vesting of any cash or stock acquired by
         the Participant under such SAR.

(c)      If a Participant who is employed by the Company or an Affiliate at the
         time of a Change in Control holds one or more of the following Awards:
         Stock Units, Restricted Stock, Restricted Stock Units, or Performance
         Shares, such Participant shall be credited with two years of additional
         vesting service for purposes of the vesting of all such awards.

(d)      If a Participant who is employed by the Company or an Affiliate at the
         time of a Change in Control holds any Option or SAR granted under the
         Plan and prior to the one-year anniversary of the Change in Control
         such Participant is either (i) terminated by the Company for reasons
         other than Cause or (ii) terminates employment for Good Reason, such
         Participant shall become fully vested in any Awards granted under the
         Plan and shall have the greater of (i) 90 days from the date of such
         termination or (ii) the period otherwise specified for exercise after
         termination had the Participant been fully vested in the Awards on the
         date of termination to exercise such Awards; provided, however, that in
         no event shall the Option or SAR be exercisable at a date that is later
         than the date it would have been exercisable if the Participant had
         remained employed by the Company or a Subsidiary.

         5.2.  Potential Change in Control.  If the Participant's employment is
terminated by the Company without Cause during a Potential Change in Control,
and such date of termination occurs not more than 60 days prior to the
occurrence of a Change in Control, then the Participant shall be entitled to
receive the benefits that he would have received under paragraph 5.1(d),
determined as though his employment was terminated by the Company without Cause
immediately after the Change in Control. A "Potential Change in Control" shall
exist during any period in which the circumstances described in paragraphs (a),
(b), or (c) below exist (provided, however, that a Potential Change in Control
shall cease to exist not later than the occurrence of a Change in Control):

(a)      The Company enters into an agreement, the consummation of which would
         result in the occurrence of a Change in Control, provided that a
         Potential Change in Control described in this paragraph 5.2(a) shall
         cease to exist upon the expiration or other termination of all such
         agreements.

(b)      Any person (including the Company) publicly announces an intention to
         take or to consider taking actions the consummation of which would
         constitute a Change in Control; provided that a Potential Change in
         Control described in this paragraph 5.2(b) shall cease to exist upon
         the withdrawal of such intention, or upon a reasonable


                                      -8-

<PAGE>   10

         determination by the Board that there is no reasonable chance that such
         actions would be consummated.

(c)      The Board adopts a resolution to the effect that, for purposes of the
         Plan, a Potential Change in Control exists; provided that a Potential
         Change in Control described in this paragraph 5.2(c) shall cease to
         exist upon a reasonable determination by the Board that the reasons
         that gave rise to the resolution providing for the existence of a
         Potential Change in Control have expired or no longer exist.

                                    SECTION 6
                                    COMMITTEE

         6.1.  Administration.  The authority to control and manage the
operation and administration of the Plan shall be vested in a committee (the
"Committee") in accordance with this Section 6. The Committee shall be selected
by the Board. If the Committee does not exist, or for any other reason
determined by the Board, the Board may take any action under the Plan that would
otherwise be the responsibility of the Committee.

         6.2.  Powers of Committee.  The Committee's administration of the Plan
shall be subject to the following:

(a)      Subject to the provisions of the Plan, the Committee will have the
         authority and discretion to select from among the Eligible Individuals
         those persons who shall receive Awards, to determine the time or times
         of receipt, to determine the types of Awards and the number of shares
         covered by the Awards, to establish the terms, conditions, performance
         criteria, restrictions, and other provisions of such Awards, and
         (subject to the restrictions imposed by Section 7) to cancel or suspend
         Awards.

(b)      To the extent that the Committee determines that the restrictions
         imposed by the Plan preclude the achievement of the material purposes
         of the Awards in jurisdictions outside the United States, the Committee
         will have the authority and discretion to modify those restrictions as
         the Committee determines to be necessary or appropriate to conform to
         applicable requirements or practices of jurisdictions outside of the
         United States.

(c)      The Committee will have the authority and discretion to interpret the
         Plan, to establish, amend, and rescind any rules and regulations
         relating to the Plan, to determine the terms and provisions of any
         Award Agreement made pursuant to the Plan, and to make all other
         determinations that may be necessary or advisable for the
         administration of the Plan.

(d)      Any interpretation of the Plan by the Committee and any decision made
         by it under the Plan is final and binding on all persons.


                                      -9-

<PAGE>   11

(e)      In controlling and managing the operation and administration of the
         Plan, the Committee shall take action in a manner that conforms to the
         articles and by-laws of the Company, and applicable state corporate
         law.

         6.3.  Delegation by Committee.  Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.

         6.4.  Information to be Furnished to Committee.  The Company and
Subsidiaries shall furnish the Committee with such data and information as it
determines may be required for it to discharge its duties. The records of the
Company and Subsidiaries as to an employee's or Participant's employment (or
other provision of services), termination of employment (or cessation of the
provision of services), leave of absence, reemployment and compensation shall be
conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out the terms of the Plan.


                                   SECTION 7
                           AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; and further provided that adjustments
pursuant to paragraph 4.2(f) shall not be subject to the foregoing limitations
of this Section 7.

                                    SECTION 8
                                  DEFINED TERMS

         In addition to the other definitions contained herein, the following
definitions shall apply:

(a)      Award.  The term "Award" shall mean any award or benefit granted under
         the Plan, including, without limitation, the grant of Options, SARs,
         Stock Unit Awards, Restricted Stock Awards, Restricted Stock Unit
         Awards, Performance Unit Awards] and Performance Share Awards.


                                      -10-

<PAGE>   12

(b)      Board.  The term "Board" shall mean the Board of Directors of the
         Company.

(c)      Cause.  The term "Cause" shall mean any of the following:  (1) the
         willful and continued failure by the Participant to substantially
         perform his duties, other than by reason of his being Disabled (as
         defined below), (2) the willful engaging by the Participant in conduct
         which is demonstrably and materially injurious to the Company or its
         affiliates, (3) conduct by the Participant that involves theft or fraud
         or, dishonesty in connection with his duties, (4) Participant's
         violation of a non-compete or confidentiality agreement, or (5)
         conviction of felony involving moral turpitude.

(d)      Change in Control.  For purposes of the Plan, the term "Change in
         Control" means the occurrence, after an initial public offering of the
         stock of the Company of the events described in any of paragraphs (i),
         (ii), (iii), (iv) or (v) below:

         (i)  The acquisition by any individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act") (a "Person") of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of twenty-five percent (25%) or more of either (i) the
         then outstanding shares of common stock of the Company (the
         "Outstanding Company Common Stock"), or (ii) the combined voting power
         of the then outstanding voting securities of the Company entitled to
         vote generally in the election of directors (the "Outstanding Company
         Voting Securities"); provided, however, that for purposes of this
         subsection (i), the following acquisitions shall not constitute a
         Change in Control: (A) any acquisition directly from the Company
         (excluding any acquisition resulting from the exercise of an exercise,
         conversion or exchange privilege unless the security being so
         exercised, converted or exchanged was acquired directly from the
         Company), (B) any acquisition by the Company, (C) any acquisition by an
         employee benefit plan (or related trust) sponsored or maintained by the
         Company or any corporation controlled by the Company (a "Company
         Plan"), (D) any acquisition by an underwriter temporarily holding
         securities pursuant to an offering of such securities; or (E) any
         acquisition by any corporation pursuant to a transaction which complies
         with subsections (b)(iii)(A), (b)(iii)(B), and (b)(iii)(C) of this
         definition; provided further, that for purposes of clause (B), if any
         Person (other than the Company or any Company Plan) shall become the
         beneficial owner of twenty-five percent (25%) or more of the
         Outstanding Company Common Stock or twenty-five percent (25%) or more
         of the Outstanding Company Voting Securities by reason of an
         acquisition by the Company, and such Person shall, after such
         acquisition by the Company, become the beneficial owner of any
         additional shares of the Outstanding Company Common Stock or any
         additional Outstanding Company Voting Securities (other than pursuant
         to any dividend reinvestment plan or arrangement maintained by the
         Company) and such beneficial ownership is publicly announced, such
         additional beneficial ownership shall constitute a Change in Control.


                                      -11-

<PAGE>   13

         (ii)  Individuals who, as of the date hereof, constitute the Board of
         Directors of the Company (for purposes of this subsection (b), the
         "Incumbent Board") cease for any reason to constitute at least a
         majority of the Incumbent Board; provided, however, that any individual
         becoming a director subsequent to the date hereof whose election, or
         nomination for election by the Company shareholders, was approved by a
         vote of a least a majority of the directors then comprising the
         Incumbent Board shall be considered as though such individual were a
         member of the Incumbent Board, but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of an actual or threatened election contest (as such terms are used in
         Rule 14a-11 promulgated under the Exchange Act) or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board of Directors of the Company.

         (iii)  Consummation, including receipt of any necessary regulatory
         approval, of (i) a reorganization, merger or consolidation involving
         the Company or (ii) the sale or other disposition of more than 50% of
         the operating assets of the Company (determined on a consolidated
         basis), other than in connection with a sale-leaseback or other
         arrangement resulting in the continued utilization of such assets (or
         the operating products of such assets) by the Company (any transaction
         described in part (i) or (ii) being referred to as a "Corporate
         Transaction"); excluding, however, a Corporate Transaction pursuant to
         which all of paragraphs (A), (B), and (C) below are applicable:

         (A)  All or substantially of the individuals and entities who are the
              beneficial owners, respectively, of the Outstanding Company Common
              Stock and Outstanding Company Voting Securities immediately prior
              to such Corporate Transaction beneficially own, directly or
              indirectly, more than 60% of, respectively, the then outstanding
              shares of common stock and the combined voting power of the then
              outstanding voting securities entitled to vote generally in the
              election of directors, as the case may be, of the corporation
              resulting from such Corporate Transaction (including, without
              limitation, a corporation which, as a result of such transaction,
              owns the Company or all or substantially all of the assets of the
              Company either directly or through one or more subsidiaries) in
              substantially the same proportions as their ownership, immediately
              prior to such Corporate Transaction, of the Outstanding Company
              Common Stock and Outstanding Company Voting Securities, as the
              case may be.

         (B)  No Person (other than the Company, any Company Plan or related
              trust, the corporation resulting from such Corporate Transaction,
              and any Person which beneficially owned, immediately prior to such
              Corporate Transaction, directly or indirectly, twenty-five percent
              (25%) or more than the Outstanding Company Common Stock or the
              Outstanding Company Voting Securities, as the case may be) will
              beneficially own, directly or indirectly, twenty-five


                                      -12-

<PAGE>   14

              percent (25%) or more of, respectively, the then outstanding
              common stock of the corporation resulting from such Corporate
              Transaction or the combined voting power of the then outstanding
              voting securities of such corporation.

         (C)  Individuals who were members of the Incumbent Board will
              constitute at least a majority of the members of the board of
              directors of the corporation resulting from such Corporate
              Transaction.

         (iv)  A tender offer (for which a filing has been made with the
         Securities and Exchange Commission (the "SEC") which purports to comply
         with the requirements of Section 14(d) of the Exchange Act and the
         corresponding SEC rules) is made for the stock of the Company, which
         has not been negotiated and approved by the Board, provided that in
         case of a tender offer described in this subsection (iv), the Change in
         Control will be deemed to have occurred upon the first to occur of (A)
         any time during the offer period when the Person (as defined in
         subsection (b)(i), above) making the offer beneficially owns or has
         accepted for payment stock of the Company with 25% or more of the
         combined voting power of the then Outstanding Company Voting Securities
         or (B) 3 business days before the offer is to terminate, unless the
         offer is withdrawn first, if the Person making the offer could own, by
         the terms of the offer plus any shares beneficially owned by that
         Person, stock with 50% or more of the combined voting power of the then
         Outstanding Company Voting Securities when the offer terminates.

         (v)  Approval by the shareholders of the Company of a plan of complete
         liquidation or dissolution of the Company.

(e)      Code.  The term "Code" means the Internal Revenue Code of 1986, as
         amended. A reference to any provision of the Code shall include
         reference to any successor provision of the Code.

(f)      Disability.  The term "Disability" shall mean the inability of the
         Participant, after reasonable accommodation, to continue to perform his
         duties on a full-time basis as a result of mental or physical illness,
         sickness or injury and the Company determines that such disability is
         of a long-term nature.

(g)      Eligible Individual.  The term "Eligible Individual" shall mean any
         employee of the Company or a Subsidiary, and any consultant, director,
         or other person providing services to the Company or a Subsidiary. An
         Award may be granted to an individual, in connection with hiring,
         retention or otherwise, prior to the date the employee first performs
         services for the Company or the Subsidiaries, provided that such Awards
         shall not become vested prior to the date the employee first performs
         such services.


                                      -13-

<PAGE>   15

(h)      Fair Market Value.  For purposes of determining the "Fair Market Value"
         of a share of Stock as of any date, the following rules shall apply:

         (i)  If the Common Stock is listed on any established stock exchange or
         a national market system, including without limitation the Nasdaq
         National Market or the Nasdaq SmallCap, the "Fair Market Value" of a
         share of Stock shall be the closing sales price for such stock (or the
         closing bid, if no sales were reported) as quoted on such system or
         exchange (or the exchange with the greatest volume of trading in Stock)
         on the last market trading day prior to the day of determination, as
         reported in the Wall Street Journal or such other source as the Board
         deems reliable.

         (ii) In the absence of an established market for the Stock, the "Fair
         Market Value" shall be determined in good faith by the Board.

(i)      Good Reason.  The term "Good Reason shall mean any of the following
         which occur without the Participant's consent and which are not
         corrected by the Company within 10 days of written notice to the
         Company by the Participant: (1) a diminution of the Participant's
         duties or the assignment to him of duties that are inconsistent in any
         substantial respect with the position, authority or responsibilities
         associated with his position, (2) a reduction in the Participant's
         salary rate or bonus potential; or (3) a relocation of the Participant,
         that occurs after a Change of Control and without the Participant's
         consent, of over 100 miles from the Participant's primary employment
         location as of the date of the Change of Control, except for required
         travel on Company business to an extent substantially consistent with
         the Participant's business travel obligations prior to the date of the
         Change of Control.

(j)      Subsidiaries.  The term "Subsidiary" means any company during any
         period in which it is a "subsidiary corporation" (as that term is
         defined in Code section 424(f)) with respect to the Company.

(k)      Stock.  The term "Stock" shall mean shares of common stock of the
         Company.


                                      -14-