<PAGE>

                                                                    Exhibit 10.2

                              OWENS & MINOR, INC.
                      MANAGEMENT EQUITY OWNERSHIP PROGRAM


SECTION  I.  DEFINITIONS
------------------------

1.1  Annual Bonus means the cash portion of any Incentive Award.

1.2  Annual Incentive Plan means the Company's Annual Incentive Plan approved by
the shareholders of the Company on April 30, 1991 or any successor plan.

1.3  Base Salary means the annual salary paid by the Company to a Participant
for performance of his job excluding any benefits, Incentive Awards, bonuses or
any component of pay other than the base amount.

1.4  Board means the Board of Directors of the Company.

1.5  Business Day means any day on which the New York Stock Exchange is open and
the Common Stock is traded.

1.6  Cause means conduct of the Participant amounting to (i) fraud or dishonesty
against the Company, (ii) willful misconduct, repeated refusal to follow the
reasonable directions of the Company's management or knowing violation of law in
the performance of the duties of Participant's employment with the Company,
(iii)  violation of the Company's standards of conduct or other Company
policies, (iv) a conviction or plea of guilty or nolo contendere to a felony or
a crime involving dishonesty or (v) a breach or violation of the terms of any
employment, confidentiality, non-compete or other agreement to which the
Participant and the Company are party.  The determination of whether the Company
has or had Cause to terminate a Participant's employment shall be made by the
Committee in its sole and absolute discretion.

1.7  Change in Control means that situation when (i) any "person," as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or
any Company owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company's then outstanding
securities;  (ii)  during any period of two consecutive years (not including any
period prior to the effective date of this Program), individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i), (ii) or (iv) of this
Section) whose election by the Board or nomination for election by the Company's

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<PAGE>

stockholders was approved by a vote of a majority of the directors then still in
office who either (x) were directors at the beginning of such period or (y) were
so elected or nominated with such approval, cease for any reason to constitute
at least a majority of the Board; (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other Company, other than (x)
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 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (y) 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 20% of the combined voting
power of the Company's then outstanding securities; or   (iv)  the stockholders
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; provided, however, that Company securities acquired
directly from the Company shall be disregarded for this purpose.

1.8   Committee means the Compensation & Benefits Committee of the Board or any
successor committee.

1.9   Common Stock means the Common Stock, $2.00 par value, of Owens & Minor,
Inc.

1.10  Company means Owens & Minor, Inc., including its Subsidiaries.

1.11  Disability means any physical or mental injury or disease of a permanent
nature which renders a Participant incapable of meeting the requirements of the
employment performed by such Participant immediately prior to the commencement
of such disability.  The determination of  whether a Participant is disabled
shall be made by the Committee in its sole and absolute discretion.

1.12  Effective Date shall have the meaning set forth in subsection 2.3
hereof.

1.13  Equity Ownership Dividend shall have the meaning specified in Section
IV hereof.

1.14  Fair Market Value means, as of any given date, the closing price of a
share of Common Stock as reported on the New York Stock Exchange composite tape
as of such date, or if the Common Stock was not traded on the New York Stock
Exchange on such day, then on the next preceding day that the Common Stock was
traded on such exchange, all as reported by such source as the Administrator may
select.

1.15  Fourth Quarter Fair Market Value means the greater of (i) the average Fair
Market Value of a share of Common Stock for all trading days during the fourth
quarter of the calendar year for which the value is calculated or (ii) the Fair
Market Value on the last day in such fourth quarter that a Participant is able
to purchase shares of Common Stock under the "Section 16 window period" policy
set forth in the Company's Section 16 Compliance Program.

                                       2
<PAGE>

1.16  Incentive Award means an award under the Annual Incentive Plan (or any
successor plan) approved by the Committee which entitles the recipient to shares
of Common Stock, cash or a combination of Common Stock and cash.

1.17  Interim Stock Ownership Requirement shall have the meaning specified in
subsection 3.2 hereof.

1.18  Own or Owns means, with respect to shares of Common Stock, shares of
which the Participant is the beneficial owner within the meaning of  Rule
16a-1(2) under the Securities Exchange Act of 1934, as amended, but excluding
any options to purchase shares of Common Stock. Shares of Common Stock of which
a Participant is the beneficial owner will include, by way of example, (i)
shares, whether registered in the owner's name or in nominee name, which are
owned by the Participant, his spouse or any member of his immediate family
living in his household, (ii) shares held by the Participant in or through any
benefit plan of the Company, (iii) shares of restricted stock (including
Restricted Stock awarded under this Program) and (iv) in certain cases, shares
owned by a trust of which the Participant, his spouse or an immediate family
member living in his household is a trustee or beneficiary.

1.19  Participant means a Teammate designated in subsection 2.5 hereof or
selected to participate in the Program by the Committee pursuant to subsection
2.5 hereof.

1.20  Program means the Owens & Minor, Inc. Management Equity Ownership
Program, as it may be amended from time to time.

1.21  Restricted Period shall mean the period of time specified in this
Program with respect to particular grants of Restricted Stock during which the
restrictions imposed by Section VI hereof shall apply.

1.22  Restricted Stock means shares of Common Stock which are awarded by the
Company under this Program subject to forfeiture, restrictions on transfer and
such other restrictions as are set forth in Section VI hereof or as the
Committee may determine in accordance with the provisions of Section VI of this
Program.

1.23  Retirement means retirement from the Company within the meaning of  the
Company's Supplemental Executive Retirement Plan or any successor thereto.

1.24  Stock Purchase Period means (i) with respect to any Participant whose
participation in the Program begins on the Effective Date and who has completed
at least one year of service with the Company as of the Effective Date, the
period of time beginning on the Effective Date and ending on December 31 of the
fifth full calendar year thereafter or (ii) with respect to any Participant
whose participation in the Program begins after the Effective Date (in the
first, second or third quarter of a calendar year) or who has completed less
than one year of service with the Company as of the Effective Date, the period
of time beginning on the date the Participant first becomes a Participant under
the Program and ending on December 31 of the sixth full calendar year thereafter
or (iii) with respect to any Participant whose participation in the Program

                                       3
<PAGE>

begins after the Effective Date (in the fourth quarter of a calendar year), the
period of time beginning on the date the Participant first becomes a Participant
under the Program and ending on December 31st of the seventh full calendar year
thereafter.

1.25  Subsidiary means a corporation of which more than 50% of the total
combined voting power of all classes of stock entitled to vote is owned,
directly or indirectly, by Owens & Minor, Inc.

1.26  Teammate means any person employed by the Company.

1.27  Total Stock Ownership Requirement shall have the meaning specified in
subsection 3.1 hereof.

Unless the context clearly requires otherwise, the masculine pronoun whenever
used shall include the feminine and neuter pronouns, the singular shall include
the plural and the plural shall include the singular.

SECTION II.  GENERAL TERMS
--------------------------

2.1   Purpose of the Program.  The purpose of the Program is to promote the
interests of the Company and its shareholders by increasing the ownership of
Common Stock by certain key management level Teammates to more closely align
their financial rewards with the performance of the Company and to motivate
these Teammates to manage the Company for long-term growth and profitability.

2.2   Administration of the Program.  The Program shall be administered by the
Committee which shall have exclusive and absolute authority and discretion to
interpret the Program, to establish and modify rules for the administration of
the Program, to impose such conditions and restrictions as it determines
appropriate with respect to the Program and to take such other actions and make
such other determinations as it may deem necessary or advisable for the
implementation and administration of the Program.  Notwithstanding any provision
in the Program to the contrary, the Committee shall have the authority to waive
or modify any stock ownership requirement set forth in Section 3 of the Program;
provided that any such modification or waiver is applied uniformly to all
Participants.  All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon the Participants,
the Company and all other interested persons.  No member of the Committee shall
be personally liable for any action, determination or interpretation made in
good faith with respect to the Program or any award of Restricted Stock
hereunder.

2.3   Effective Date of the Program.   The Program is effective on July 1, 1997
(the "Effective Date") and will continue in effect for a period of ten years or
until sooner terminated by the Board.

2.4   Scope of the Program.  The Program is adopted under and is part of the
Annual Incentive Plan and is subject in all respects to the provisions of the
Annual Incentive Plan.  Upon expiration of the Annual Incentive Plan, unless

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determined otherwise by the Board, the Program will continue under any plan that
succeeds or replaces the Annual Incentive Plan and will be subject to all
provisions of such successor or replacement plan.  All shares of Restricted
Stock issued under the Program shall be provided from shares of Common Stock
authorized under the Annual Incentive Plan or such other plan as succeeds or
replaces the Annual Incentive Plan.  In the event there are insufficient shares
of Common Stock authorized under the Annual Incentive Plan or any successor or
replacement plan to make the grants of Restricted Stock contemplated by this
Program, then no such grants of Restricted Stock shall be made under this
Program.

2.5   Eligibility.   Participants in the Program shall be selected by the
Committee from among those management level Teammates who, in the opinion of the
Committee, are in a position to contribute materially to the Company's growth
and development and to its long-term financial success.  The Chief Executive
Officer, the President and any Executive Vice President, Senior Vice President,
Vice President and Regional Vice President of Owens & Minor, Inc. (or, in each
case, the same positions bearing different titles) shall automatically be
Participants in the Program effective on the later of the Effective Date or the
date on which he is appointed to or employed in such position.

SECTION III.  COMMON STOCK OWNERSHIP REQUIREMENTS
-------------------------------------------------

3.1   Five-Year Ownership Requirement.  Each Participant will be required to own
shares of Common Stock the Fourth Quarter Fair Market Value of which as of the
last day of the Participant's Stock Purchase Period and each December 31
thereafter during the term of this Program is not less than the applicable
ownership multiple designated in the table below (as such ownership multiple may
be changed by the Committee) multiplied by the Participant's then-current Base
Salary (the "Total Stock Ownership Requirement").


<TABLE>
<CAPTION>

     Position                                Ownership Multiple of Base Salary
     --------                                ---------------------------------
<S>     <C>
     Chief Executive Officer                              4.0X
     President                                            3.0X (effective January 1, 2001)
     Executive Vice President                             2.0X
     Senior Vice President                                1.5X
     Vice President, Group Vice President,
       Regional Vice President                            1.0X
     Other Management Level Teammates
       who are Participants                    As designated by the Committee

</TABLE>



In the event a Participant is promoted to a higher position with a higher
ownership multiple during the Participant's Stock Purchase Period a new Stock
Purchase Period shall commence for such Participant effective January 1
following the date of promotion with an initial Interim Ownership Requirement of

                                       5
<PAGE>

10% and increasing ownership requirements thereafter in accordance with Section
3.2A; provided however that, with respect to the calendar year in which the
promotion is made, the Participant shall continue to be required to meet the
otherwise applicable Interim Stock Ownership Requirement or Total Stock
Ownership Requirement based on the Participant's relevant ownership multiple and
Base Salary immediately prior to the date of promotion.

3.2  Interim Ownership Requirement.  As of each December 31 during a
Participant's Stock Purchase Period, such Participant will be required to own
shares of Common Stock the Fourth Quarter Fair Market Value of which as of each
such date is not less than the respective percentages designated in the table
below of the Participant's Total Stock Ownership Requirement (the "Interim Stock
Ownership Requirement").

     A.   Participants with at Least 12 Months of Service with the Company as of
          the Effective Date and   Whose Participation Begins on the Effective
          Date


                                  Percentage of Total Stock
          December 31             Ownership Requirement
          -----------             ---------------------

             1st                         10%
             2nd                         25%
             3rd                         45%
             4th                         65%
             5th                         85%
             6th                        100%


     B.   Participants with Less Than 12 Months of Service with the Company as
          of  the Effective Date or Whose Participation Begins after the
          Effective Date (in the 1st, 2nd or 3rd Quarter of a Calendar Year)


                                  Percentage of Total Stock
          December 31             Ownership Requirement
          ----------              ---------------------

             1st                        No Requirement
             2nd                         10%
             3rd                         25%
             4th                         45%
             5th                         65%
             6th                         85%
             7th                        100%

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<PAGE>

     C.   Participants Whose Participation Begins after the Effective Date (in
          the 4th Quarter of a Calendar Year)

                                  Percentage of Total Stock
          December 31             Ownership Requirement
          ----------              ---------------------

             1st                        No Requirement
             2nd                          5%
             3rd                         10%
             4th                         25%
             5th                         45%
             6th                         65%
             7th                         85%
             8th                        100%

3.3   Annual Incentive Deferrals. Not later than 30 days after a Participant
first becomes a Participant in the Program and not later than January 1 of each
full calendar year thereafter during a Participant's Stock Purchase Period, the
Participant may make an irrevocable election on a form provided by the Company
to receive 25% or 50% of his Annual Bonus for performance during that calendar
year, if any, in shares of Restricted Stock based upon the Fair Market Value of
the Common Stock on the date the Annual Bonus is awarded.  The Restricted Period
for any shares of Restricted Stock granted pursuant to this subsection 3.3 shall
commence on the date the Annual Bonus is awarded and expire on the third January
2nd (or next succeeding Business Day)  thereafter.


SECTION IV.  RESTRICTED STOCK AWARDS
------------------------------------

Equity Ownership Dividends. Each Participant who, as of December 31 of any year
during the term of this Program, achieves the applicable Interim Stock Ownership
Requirement or Total Stock Ownership Requirement as specified in subsections 3.1
and 3.2 hereof will receive an award of Restricted Stock equal to 10% of the
Fourth Quarter Fair Market Value of all Common Stock owned by the Participant up
to the Total Stock Ownership Requirement (the "Equity Ownership Dividend"),
subject to such terms and conditions as may be prescribed by the Committee and
the full and complete authority of the Committee to modify  the amount  or
eliminate the payment of Equity Ownership Dividends with respect to any calendar
year and any Participant.  Notwithstanding the foregoing, with respect to any
Participant who has achieved his or her Total Stock Ownership Requirement,
effective January 1, 2001, the Equity Ownership Dividend shall be reduced to 5%
of the Fourth Quarter Fair Market Value of all Common Stock owned by the
Participant up to the Total Stock Ownership Requirement for each year subsequent
to the year in which such Total Stock Ownership Requirement was initially
achieved.  Each award of an Equity Ownership Dividend hereunder will be
determined based on the Fourth Quarter Fair Market Value of the Common Stock on
December 31 of the year in which the Interim Stock Ownership Requirement or the
Total Stock Ownership Requirement, as the case may be, is achieved.   Equity
Ownership Dividends will be granted upon approval by the Committee not later
than March 1 of the year following achievement of the applicable stock ownership
requirement.   The Restricted Period for any shares of Restricted Stock awarded
pursuant to this Section IV shall commence on the date of grant and expire on
the fifth January 2nd (or next succeeding Business Day) thereafter.

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<PAGE>

SECTION V.  FAILURE TO ACHIEVE STOCK OWNERSHIP REQUIREMENTS
-----------------------------------------------------------

     Each Participant who, as of the second December 31 during the Participant's
Stock Purchase Period and each December 31 thereafter during the term of this
Program, fails to achieve the applicable Interim Stock Ownership Requirement or
Total Stock Ownership Requirement, will incur the following consequences:


<TABLE>
<CAPTION>

                               Consequences of Failure to Achieve
     December  31              Stock Ownership Requirement
     ------------              ---------------------------
<S>     <C>
     2nd                       25% of Annual Bonus*, if any, will be paid in Restricted Stock

     3rd                       50% of Annual Bonus*, if any, will be paid in Restricted Stock

     4th                       75% of Annual Bonus*, if any, will be paid in Restricted Stock

     5th                       100% of Annual Bonus*, if any, will be paid in Restricted Stock

     6th                       100% of Annual Bonus*, if any, will be paid in Restricted Stock

                               and 50% of the following year's Base Salary increase, if any, will
                               be paid in Restricted Stock

     7th and thereafter        100% of Annual Bonus*, if any, will be paid in Restricted Stock
                               and 100% of the  following year's Base Salary increase, if any,
                               will be paid in Restricted Stock

</TABLE>


     *   In each instance, the percentage of Annual Bonus payable in Restricted
     Stock will be the greater of the applicable amount set forth above or the
     percentage elected by the Participant pursuant to subsection 3.3 hereof

The number of shares of Restricted Stock granted in lieu of cash payment of
Annual Bonus or Base Salary increase will be determined based on the Fair Market
Value of the Common Stock on the date the Annual Bonus or Base Salary increase
is awarded. The Restricted Period for any shares of Restricted Stock granted
pursuant to this Section V in respect of Annual Bonus shall commence on the date
the Annual Bonus is awarded and expire on the third January 2nd (or next

                                          8
<PAGE>

succeeding Business Day)  thereafter.  The Restricted Period for any shares of
Restricted Stock granted pursuant to this Section V in respect of Base Salary
increase shall be two years from the date of grant.


SECTION VI.  RESTRICTED STOCK
-----------------------------

6.1  Terms of Restricted Stock.  Until the expiration of the Restricted Period
or the lapse of restrictions as provided in subsection 6.4 or 6.5 hereof, shares
of Restricted Stock issued to Participants under the Program shall be subject to
the following restrictions and any additional restrictions that the Committee in
its sole discretion, may determine; provided, however, the Participant shall
have beneficial ownership of shares of Restricted Stock, including  the right to
receive cash dividends on and the right to vote shares of Restricted Stock:

          (i) Participants shall not be entitled to receive the certificate or
certificates representing shares of Restricted Stock;

          (ii) Shares of Restricted Stock may not be sold, transferred,
assigned, pledged, conveyed, hypothecated or otherwise disposed of; and

          (iii) Shares of Restricted Stock may be forfeited immediately as
provided in subsection 6.4.

Any stock dividends or other shares of Company stock or other property issued in
respect of Restricted Stock, including without limitation, shares issued in
connection with stock splits and recapitalizations, will be subject to the same
restrictions applicable to the Restricted Stock.

6.2   Custody of Shares of Restricted Stock.  Any certificates representing
shares of Restricted Stock issued under the Program shall be issued in the
Participant's name but shall be held by the Company (or its transfer agent)
during the Restricted Period.  The Company shall serve as attorney-in-fact for
the Participant during the Restricted Period with full power and authority in
the Participant's name to assign and convey to the Company any shares of
Restricted Stock held by the Company for such Participant if the Participant
forfeits the shares under the terms of the Restricted Stock.  Each certificate
representing shares of Restricted Stock may bear a legend referring to the
Program and the risk of forfeiture of the shares and stating that such shares
are nontransferable until all restrictions have been satisfied and the legend
has been removed.

6.3  Distribution of Restricted Stock.  If a Participant who receives shares of
Restricted Stock under the Program remains in the continuous employment of the
Company during the entire Restricted Period and otherwise does not forfeit such
shares pursuant to subsection 6.4 hereof,  all restrictions applicable to the
shares of Restricted Stock shall lapse upon expiration of the Restricted Period
and a certificate or certificates representing the shares of Common Stock that
were granted to the Participant in the form of shares of Restricted Stock shall
be delivered to the Participant.

                                       9
<PAGE>

6.4  Forfeiture.
     ----------

          (a) If a Participant's employment is terminated before the expiration
of the Restricted Period by reason of Retirement, Disability or death of the
Participant, subject to the authority of the Committee in its sole discretion to
determine otherwise, all restrictions applicable to the shares of Restricted
Stock held by the Company for the Participant shall immediately lapse on the
date the Participant's employment is terminated and the certificate or
certificates representing the shares of Common Stock upon which the restrictions
have lapsed shall be delivered to the Participant (or in the event of the
Participant's death, to his estate). If a Participant's employment is terminated
under this subsection (i) on or after December 31st but prior to the issuance of
any Equity Ownership Dividend awarded for such year, subject to the authority of
the Committee in its sole discretion to determine otherwise, the Participant
shall be entitled to receive the shares issuable in respect of any such Equity
Ownership Dividend free of all applicable restrictions.

          (b) If a Participant's employment is terminated before the expiration
of the Restricted Period by the Company without Cause, subject to the authority
of the Committee in its sole discretion to determine otherwise, the number of
shares of Restricted Stock held by the Company for the Participant shall be
reduced by the proportion of the Restricted Period remaining after the
Participant's termination of employment, the restrictions on the balance of such
shares of Restricted Stock shall lapse on the date the Participant's employment
terminated and the certificate or certificates representing the shares of Common
Stock upon which the restrictions have lapsed shall be delivered to the
Participant.  If a Participant's employment is terminated under this subsection
(ii) on or after December 31st but prior to the issuance of any Equity Ownership
Dividend awarded for such year, subject to the authority of the Committee in its
sole discretion to determine otherwise, the Participant shall not be entitled to
receive any portion of the shares issuable in respect of any such Equity
Ownership Dividend.

          (c) If a Participant's employment is terminated before the expiration
of the Restricted Period by the Company for Cause or by the Participant at any
time, all shares of Restricted Stock held by the Company for the Participant
shall be forfeited immediately and all rights of the Participant to such shares
shall terminate immediately without further obligation on the part of the
Company.   If a Participant's employment is terminated under this subsection
(iii) on or after December 31st but prior to the issuance of any Equity
Ownership Dividend awarded for such year, the Participant shall not be entitled
to receive any of the shares issuable in respect of any such Equity Ownership
Dividend.


6.5  Change of Control.  Upon any Change of Control, unless the Committee in its
sole discretion determines otherwise prior to the Change of Control, all
restrictions applicable to shares of Restricted Stock shall immediately lapse
and the certificate or certificates representing the shares of Common Stock that
were granted to the Participants in the form of shares of Restricted Stock shall
be delivered to the Participants.

                                       10
<PAGE>

6.6  Waiver of Restrictions.  The Committee, in its sole discretion, may at any
time waive any or all restrictions with respect to shares of Restricted Stock.

SECTION VII.  MISCELLANEOUS PROVISIONS
--------------------------------------

7.1   Termination and Amendment.  The Board at any time may amend or terminate
the Program.  Notwithstanding any expiration or termination of the Program,
unless otherwise determined by the Committee, the provisions relating to
Restricted Stock contained in Section VI hereof shall continue to apply with
respect to all shares of Restricted Stock outstanding as of the date of
expiration or termination.

7.2   Withholding.  Each Participant shall pay to the Company any amount
necessary to satisfy applicable federal, state or local tax withholding
requirements attributable to an award of Restricted Stock under the Program, or
upon the vesting of such Restricted Stock, promptly upon notification of the
amount due.  Such amounts to be paid by the Participant, at the election of the
Committee, may be withheld from the shares of Common Stock  that otherwise would
be distributed to such Participant pursuant to the Program.

7.3   Legal and Other Requirements.  The grant or distribution of shares of
Restricted Stock shall be subject to the condition that if at any time the
Company determines in its discretion that the satisfaction of withholding tax or
other tax liabilities, or the listing, registration or qualification of any
shares of Common Stock upon any securities exchange or under and federal or
state law, or the consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with such grant or distribution,
then in any such event, such grant or distribution shall not be effective unless
such liabilities have been satisfied or such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company.

7.4   Choice of Law.  The Program, its validity, interpretation and
administration and the rights and obligations of all persons having an interest
therein shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, except to the extent that such laws may be preempted
by federal law.

7.5   Adjustment Upon Changes in Capitalization.  In the event of a
recapitalization, stock split, stock dividend, exchange, combination or
reclassification of shares, merger, consolidation, reorganization or other
change in or affecting the capital structure or capital stock of the Company,
the Board, upon recommendation of the Committee, may make appropriate
adjustments in the number and kind of shares subject to outstanding Restricted
Stock grants as it deems equitable to prevent dilution or enlargement of the
rights of Participants.


                                       11
<PAGE>

7.6   Fractional Shares.  The Company shall not be required to issue or deliver
any fractional share of Restricted Stock issuable under this Program but shall
round each grant of shares of Restricted Stock hereunder up to the nearest whole
share.

7.7   No Employment Contract.  The Program shall not confer upon any Participant
any right to continued employment by the Company nor shall the Program in any
way interfere with the right of the Company to terminate the employment of any
Participant at any time.

                                       12