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                                                                    EXHIBIT 10.2
                                THE GEON COMPANY
                           1995 INCENTIVE STOCK PLAN
                (as amended and restated as of November 4, 1998)

         1. Purpose. The Geon Company 1995 Incentive Stock Plan (the "Plan") is
designed to foster and promote the long-term growth and performance of the
Company by enhancing the Company's ability to attract and retain qualified
Directors and key employees and motivating Directors and key employees through
stock ownership and performance-based incentives. To achieve this purpose, this
Plan provides authority for the grant of Stock Options, Director Options,
Restricted Stock, Stock Equivalent Units, Stock Appreciation Rights,
Performance-Based Stock Awards, and other stock and performance-based
incentives.

         2. Definitions.

                  (a) "Affiliate" - This term has the meaning given to it in
Rule 12b-2 under the Exchange Act.

                  (b) "Award" - The grant of Stock Options, Director Options,
Restricted Stock, Stock Equivalent Units, Stock Appreciation Rights,
Performance-Based Stock Awards, and other stock and performance-based incentives
under this Plan.

                  (c) "Award Agreement" - Any agreement between the Company and
a Participant that sets forth terms, conditions, and restrictions applicable to
an Award.

                  (d) "Board of Directors " - The Board of Directors of the
Company,

                  (e) "Change of Control" - A "Change of Control" means:


                           (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
                  voting securities of the Company where such acquisition causes
                  such Person to own 20% or more of 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 (a), the following
                  acquisitions shall not be deemed to result in a Change of
                  Control: (i) any acquisition directly from the Company, (ii)
                  any acquisition by the Company, (iii) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any corporation controlled by the
                  Company or (iv) any acquisition by any corporation pursuant to
                  a transaction that complies with clauses (i), (ii) and (iii)
                  of subsection (c) below; provided, further, that if any
                  Person's beneficial ownership of the Outstanding Company
                  Voting Securities reaches or exceeds 20% as a result of a
                  transaction


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                  described in clause (i) or (ii) above, and such Person
                  subsequently acquires beneficial ownership of additional
                  voting securities of the Company, such subsequent acquisition
                  shall be treated as an acquisition that causes such Person to
                  own 20% or more of the Outstanding Company Voting Securities;
                  and provided, further, that if at least a majority of the
                  members of the Incumbent Board determines in good faith that a
                  Person has acquired beneficial ownership (within the meaning
                  of Rule 13d-3 promulgated under the Exchange Act) of 20% or
                  more of the Outstanding Company Voting Securities
                  inadvertently, and such Person divests as promptly as
                  practicable a sufficient number of shares so that such Person
                  beneficially owns (within the meaning of Rule 13d-3
                  promulgated under the Exchange Act) less than 20% of the
                  Outstanding Company Voting Securities, then no Change of
                  Control shall have occurred as a result of such Person's
                  acquisition; or

                           (ii) individuals who, as of November 6, 1996,
                  constitute the Board (the "Incumbent Board") cease for any
                  reason to constitute at least a majority of the Board;
                  provided, however, that any individual becoming a director
                  subsequent to November 6, 1996 whose election, or nomination
                  for election by the Company's shareholders, was approved by a
                  vote of at 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 with respect to the election or
                  removal of directors or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  Person other than the Board; or

                           (iii) The approval by the shareholders of the Company
                  of a reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company or the acquisition of assets of another corporation
                  ("Business Combination") or, if consummation of such Business
                  Combination is subject, at the time of such approval by
                  shareholders, to the consent of any government or governmental
                  agency, the obtaining of such consent (either explicitly or
                  implicitly by consummation); excluding, however, such a
                  Business Combination pursuant to which (i) all or
                  substantially all of the individuals and entities who were the
                  beneficial owners of the Outstanding Company Voting
                  Securities immediately prior to such Business Combination
                  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 Business Combination (including, without limitation,
                  a corporation that as a result of such transaction owns the
                  Company or all or substantially all of the Company's assets
                  either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination of the



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                  Outstanding Company Voting Securities, (ii) no Person
                  (excluding any employee benefit plan (or related trust) of the
                  Company or such corporation resulting from such Business
                  Combination) beneficially owns, directly or indirectly, 20% or
                  more of, respectively, the then outstanding shares of common
                  stock of the corporation resulting from such Business
                  Combination or the combined voting power of the then
                  outstanding voting securities of such corporation except to
                  the extent that such ownership existed prior to the Business
                  Combination and (iii) at least a majority of the members of
                  the board of directors of the corporation resulting from such
                  Business Combination were members of the Incumbent Board at
                  the time of the execution of the initial agreement, or of the
                  action of the Board, providing for such Business Combination;
                  or

                           (iv) approval by the shareholders of the Company of a
                  complete liquidation or dissolution of the Company.

                  (f) "Change of Control Price" - the higher of (i) the highest
reported sales price, regular way, of a share of Common Stock in any transaction
reported on the New York Stock Exchange Composite Tape or other national
exchange on which such shares are listed or on NASDAQ during the 60-day period
prior to and including the date of a Change of Control or (ii) if the Change of
Control is the result of a tender or exchange offer or a Business Combination,
the highest price per share of Common Stock paid in such tender or exchange
offer or Business Combination; provided, however, that, in the case of Incentive
Stock Options and Stock Appreciation Rights relating to Incentive Stock Options,
the Change of Control Price shall be in all cases the Fair Market Value of the
Common Stock on the date such Incentive Stock Option or Stock Appreciation Right
is exercised. To the extent that the consideration paid in any such transaction
described above consists all or in part of securities or other noncash
consideration, the value of such securities or other noncash consideration shall
be determined in the sole discretion of the Board.

                  (g) "Code" - The Internal Revenue Code of 1986, or any law
that supersedes or replaces it, as amended from time to time.

                  (h) "Committee" - The Compensation Committee of the Board of
Directors, or any other committee of the Board of Directors that the Board of
Directors authorizes to administer this Plan. The Committee will be constituted
in a manner that satisfies all applicable legal requirements, including
satisfying the disinterested administration standard set forth in Rule 16b-3
and the outside director requirement under Section 162(m).

                  (i) "Common Stock" or "stock" - Common Stock, $.10 par value,
of the Company, including authorized and unissued shares and treasury shares.

                  (j) "Company" - The Geon Company, a Delaware corporation, and
its direct and indirect subsidiaries.



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                  (k) "Continuing Director" - A Director following a Change of
Control who was a Director prior to such Change of Control or who was
recommended or elected to succeed a Continuing Director by a majority of the
Continuing Directors then in office.

                  (l) "Director" - A director of the Company.

                  (m) "Director Option" - A right to purchase Common Stock
granted to a Director pursuant to Section 7.

                  (n) "Exchange Act" - The Securities Exchange Act of 1934, as
amended, or any law that supersedes or replaces it, as the same may be amended
from time to time.

                  (o) "Fair Market Value" of Common Stock - The Fair Market
Value of a share of Common Stock on any particular date means the mean of the
high and low prices of the Common Stock on the relevant date or, if no sale was
made on such date, then on the next preceding day on which such a sale was made
(a) if the Common Stock is listed on the New York Stock Exchange, as reported on
the New York Stock Exchange Composite Transactions listing (or similar report),
or (b) if the Common Stock is listed on the NASDAQ National Market System, then
as reported on such system, or (c) if not listed on either the New York Stock
Exchange or the NASDAQ National Market System, as determined by the Board or
Committee.

                  (p) "Incentive Stock Option" - A Stock Option that meets the
requirements of Section 422 of the Code.

                  (q) "Non-Employee Director" - A Director who is not an
employee of the Company.

                  (r) "Notice of Award" - Any notice by the Committee to a
Participant that advises the Participant of the grant of an Award or sets forth
terms, conditions, and restrictions applicable to an Award.

                  (s) "Participant" - Any person to whom an Award has been
granted under this Plan.

                  (t) "Performance-Based Stock Award" - A Stock Award granted to
a Participant pursuant to Section 8.

                  (u) "Restricted Stock" - An Award of Common Stock subject to
restrictions or risk of forfeiture.

                  (v) "Rule 16b-3" - Rule 16b-3 under the Exchange Act as the
same may be amended, modified, superseded or replaced from time to time.




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                  (w) "Section 162(m) " - Section 162(m) of the Code, together
with the regulations promulgated by the Internal Revenue Service thereunder, as
the same may be amended, modified, superseded or replaced from time to time.

                  (x) "Stock Appreciation Right" - This tern has the meaning
given to it in Section 6(b)(ii).

                  (y) "Stock Award" - This term has the meaning given to it in
Section 6(b)(iii).

                  (z) "Stock Equivalent Unit" - An Award that is valued by
reference to the value of Common Stock.

                  (aa) "Stock Option" - This term has the meaning given to it
in Section 6(b)(iv).

         3. Eligibility. All key employees of the Company and its Affiliates,
including officers whether or not Directors, are eligible for the grant of
Awards (other than Director Options). The selection of key employees to receive
Awards (other than Director Options) will be within the discretion of the
Committee. More than one Award may be granted to the same key employee.

                  All Non-Employee Directors are eligible for the grant of
Director Options, as provided in Section 7. Non-Employee Directors are not,
however, eligible for the grant of any Awards other than Director Options.

         4. Common Stock Available for Awards; Adjustment.

                  (a) Number of Shares of Common Stock. Subject to adjustment as
provided for in Section 4(d), the aggregate number of shares of Common Stock
that may be subject to Awards granted under this Plan shall be 2,500,000 shares
of Common Stock. The assumption of awards granted by an organization acquired by
the Company, or the grant of Awards under this Plan in substitution for any such
awards, will not reduce the number of shares of Common Stock available for the
grant of Awards under this Plan.

                  Common Stock Subject to an Award that expires or is forfeited,
terminated, or canceled will again be available for grant under this Plan,
without reducing the number of shares of Common Stock available for grant of
Awards under this Plan, except to the extent that the availability of those
shares of Common Stock would cause this Plan or any Awards granted under this
Plan to fail to qualify for the exemption provided by Rule 16b-3.
Notwithstanding the foregoing, Common Stock subject to awards of Stock Options
and Stock Appreciation Rights to Participants who are employees which expire or
are forfeited, terminated, or canceled in the same year such Award is granted
will, upon such expiration or forfeiture, termination, or cancellation, continue
to be counted against the maximum number of shares with respect to which Options
and




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Stock Appreciation Rights may be granted under this Plan in such year to such
Participants holding the expired or forfeited, terminated or canceled Stock
Options or Stock Appreciation Rights.

                  (b) Limitations on Certain Awards. (i) The aggregate number of
shares of Common Stock that may be issued upon exercise of Incentive Stock
Options is 2,000,000.

                           (ii) The maximum number of shares with respect to
                  which Options (including Incentive Stock Options) and Stock
                  Appreciation Rights may be granted under this Plan in any one
                  fiscal year is (A) 100,000 as to any individual Participant
                  who is an employee (other than the Chief Executive Officer or
                  the Chief Operating Officer of the Company) and (B) 205,000 as
                  to any individual Participant who is the Chief Executive
                  Officer or the Chief Operating Officer of the Company.

                           (iii) The aggregate number of shares of Restricted
                  Stock (other than Restricted Stock which is a
                  Performance-Based Stock Award) that may be awarded under this
                  Plan is 2,000,000.

                  (c) No Fractional Shares. No fractional shares will be issued,
and the Committee will determine the manner in which the value of fractional
shares will be treated.

                  (d) Adjustment. In the event of any change in the number of
shares of Common Stock by reason of a merger, consolidation, reorganization,
recapitalization, or similar transaction, or in the event of a stock dividend,
stock split, or distribution to stockholders (other than normal cash dividends),
the Committee will adjust the number and class of shares that may be issued
under this Plan, the number and class of shares subject to outstanding Awards,
the exercise price applicable to outstanding Awards, and the Fair Market Value
of the shares of Common Stock and other value determinations applicable to
outstanding Awards.




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         5. Administration.

                  (a) Committee. This Plan will be administered by the
Committee. The Committee will, subject to the terms of this Plan, have the
authority to: (i) select the eligible employees who will receive Awards, (ii)
grant Awards (other than Director Options), (iii) determine the number and types
of Awards to be granted to employees, (iv) determine the terms, conditions,
vesting periods, and restrictions applicable to Awards (other than Director
Options), (v) adopt, alter, and repeal administrative rules and practices
governing this Plan, (vi) interpret the terms and provisions of this Plan and
any Awards granted under this Plan, (vii) prescribe the forms of any Notices of
Award, Award Agreements, or other instruments relating to Awards, and (viii)
otherwise supervise the administration of this Plan. Except as provided in the
immediately following sentence, all decisions by the Committee will be made with
the approval of not less than a majority of its members. In furtherance and not
in limitation of the authority granted in clause (vi) of this paragraph, any
interpretation by a majority of the Incumbent Directors then serving or the
Committee as to whether a sale or other disposition of assets by the Company or
an acquisition of assets of another corporation constitutes a "sale or other
disposition of all or substantially all of the assets of the Company or the
acquisition of assets of another corporation" for purposes of clause (iii) of
the definition of "Change of Control" in Section 2(e) hereof shall be final and
binding for all purposes of this Plan and any Awards hereunder, notwithstanding
that the transaction in question was, or is contemplated to be, submitted to
stockholders of the Company for their approval and notwithstanding such
approval.

                  (b) Delegation. The Committee may delegate any of its
authority to any other person or persons that it deems appropriate, provided the
delegation does not cause this Plan or any Awards granted under this Plan to
fail to qualify for the exemption provided by Rule 16b-3 under the Exchange Act.

                  (c) Decisions Final. All decisions by the Committee, and by
any other person or persons to whom the Committee has delegated authority, will
be final and binding on all persons.






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         6. Awards.

                  (a) Grant of Awards. The Committee will determine the type or
types of Awards to be granted to each Participant and will set forth in the
related Notice of Award or Award Agreement the terms, conditions, vesting
periods, and restrictions applicable to each Award. Awards may be granted singly
or in combination or tandem with other Awards, except to the extent that any
grants in combination or tandem would impair the exemption for performance based
compensation provided for under Section 162(m). Awards may also be granted in
replacement of, or in substitution for, other awards granted by the Company,
whether or not granted under this Plan, except that, with respect to
Performance-Based Stock Awards, the new Award must also be wholly contingent on
the attainment of performance goals established by the Committee; without
limiting the foregoing, if a Participant pays all or part of the exercise price
or taxes associated with an Award by the transfer of Common Stock or the
surrender of all or part of an Award (including the Award being exercised), the
Committee may, in its discretion, grant a new Award (which, in the case of
Awards intended to replace Performance-Based Stock Awards, must also be wholly
contingent on the attainment of performance goals established by the Committee)
to replace the shares of Common Stock that were transferred or the Award that
was surrendered. The Company may assume awards granted by an organization
acquired by the Company or may grant Awards in replacement of, or in
substitution for, any such awards.

                  (b) Types of Awards. Awards may include, but are not limited
to, the following:

                           (i) Director Option - A right to purchase Common
                  Stock granted to a Director pursuant to Section 7.

                           (ii) Stock Appreciation Right - A right to receive a
                  payment, in cash or Common Shares, equal to the excess of (A)
                  the Fair Market Value of a specified number of shares of
                  Common Stock on the date the right is exercised over (B) the
                  Fair Market Value on the date the right is granted. The right
                  may be conditioned upon the occurrence of certain events, such
                  as a Change of Control of the Company, or may be
                  unconditional, as determined by the Committee.

                           (iii) Stock Award - An Award that is made in Common
                  Stock, Restricted Stock, or Stock Equivalent Units or that is
                  otherwise based on, or valued in whole or in part by reference
                  to, the Common Shares, including Performance-Based Stock
                  Awards. All or any part of any Stock Award may be subject to
                  such conditions, restrictions, and risks of forfeiture, as and
                  to the extent established by the Committee and, with respect
                  to Performance-Based Stock Awards, such conditions and
                  restrictions as may be required under Section 162(m), so that
                  the Performance-Based Stock Awards constitute
                  performance-based compensation thereunder. Stock Awards may be
                  based on the Fair Market Value of the Common Stock, or on
                  other specified values or methods of valuation, as determined
                  by the Committee.



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                           (iv) Stock Option - A right to purchase a specified
                  number of shares of Common Stock; during a specified period,
                  and at a specified exercise price, all as determined by the
                  Committee. A Stock Option may be an Incentive Stock Option or
                  a Stock Option that does not qualify as an Incentive Stock
                  Option (a "non-qualified Stock Option"). In addition to the
                  terms, conditions, vesting periods, and restrictions
                  established by the Committee, Incentive Stock Options must
                  comply with the requirements of Section 422 of the Code. The
                  exercise price of a Stock Option, including a non-qualified
                  Stock Option, may be no less than the Fair Market Value of the
                  Common Shares on the date the Stock Option is granted.

                           (v) Performance-Based Stock Awards - A Stock Award
                  granted to a Participant pursuant to Section 8.

         7. Director Options.

                  (a) Grant of Director Options; Number of Shares of Common
Stock. Upon approval of this Plan at the 1995 Annual Meeting of Stockholders,
each Non-Employee Director of the Company will receive a Director Option for
5,000 shares of Common Stock on the date of such meeting. Each Non-Employee
Director who first becomes a Director at any time thereafter, will receive a
Director Option for 5,000 shares of Common Stock on the date that he or she is
first elected or appointed as a Non-Employee Director. Each Director who ceases
to be an employee of the Company during his or her term in office will receive a
Director Option on the date that he or she is first elected as a Director after
ceasing to be an employee. Each Non-Employee Director who receives a Director
Option under this Plan and continues in office will receive an additional
Director Option for 1,000 shares of Common Stock annually on each anniversary
date of the date on which the previous Director Option was received. No action
by the Committee will be required to effect the grant of these Director Options.
Notwithstanding the provisions of Section 14, the number of shares of Common
Stock to which the annual Director Options relates may not be amended more than
once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act, as amended, or the rules thereunder.

                  (b) Exercise Price. The purchase price of the Common Stock
subject to each Director Option will be the Fair Market Value of the Common
Shares at the date of grant.

                  (c) Date Director Options Become Exercisable. Each Director
Option will become exercisable one year after the date of grant or upon the
earlier occurrence of a Change of Control.

                  (d) Expiration Date. Unless terminated earlier pursuant to
the next sentence, each Director Option will terminate, and the right of the
holder to purchase Common Stock upon exercise of the Director Option will
expire, at the close of business on the tenth anniversary date


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of the date of grant. Each Director Option will terminate, and the right of the
holder to purchase Common Stock upon exercise of the Director Option will
expire, upon the completion of a transaction of the type identified in Sections
2(e) (3) and (4), but only if provision satisfactory to the Committee is made
for the payment to the holder of the Director Option of the excess of (i) the
Fair Market Value of the Common Stock subject to the Director Option immediately
prior to the completion of the transaction over (ii) the exercise price.

                  (e) Not Incentive Stock Options. None of the Director Options
will be Incentive Stock Options.

                  (f) Continuous Service as a Director. No Director Option may
be exercised unless the Non-Employee Director to whom the Director Option was
granted has continued to be a Non-Employee Director from the time of grant
through the time of exercise, except as provided in this Section 7(f).

                           (i) If the service in office of a Non-Employee
                  Director is terminated due to the death of the Non-Employee
                  Director, the Non-Employee Director's estate, executor,
                  administrator, personal representative, or beneficiary will
                  have the right to exercise the Director Option in whole or in
                  part prior to the earlier of (i) 12 months after the date of
                  the holder's death and (ii) the expiration of the Director
                  Option.

                           (ii) If a Non-Employee Director ceases to be a
                  Non-Employee Director by reason of his employment by the
                  Company, the Director Option granted to that Non-Employee
                  Director will be treated the same as Stock Options held by
                  employees and will continue to be exercisable prior to the
                  expiration of the Director Option, subject to the limitations
                  on exercise following termination of employment established by
                  the Committee pursuant to Section 12.

                           (iii) If the service in office of a Non-Employee
                  Director is terminated for any reason other than those set
                  forth in Sections 7(f)(i) and 7(f)(ii), the holder of the
                  Director Option may exercise the Director Option in whole or
                  in part only with the consent of the Committee. In any such
                  event, the consent of the Committee must be obtained and the
                  Director Option exercised prior to the earlier of (i) three
                  months after the date of the termination of service in office
                  of a Non-Employee Director and (ii) the expiration of the
                  Director Option.


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         8. Performance-Based Stock Awards.

                  (a) Performance-Based Stock Awards. The Committee may, in its
discretion, grant Stock Awards valued by reference to shares of Common Stock
that are wholly contingent on the attainment of performance goals established by
the Committee from time to time. The performance goals will relate to one or
more of the following performance measures, as determined by the Committee for
each applicable performance period: (i) return to stockholders, (ii) cash flow,
(iii) return on equity, (iv) Company created income (for example, income due to
Company initiated cost reductions or productivity improvements), (v) sales
growth, (vi) earnings and earnings growth, (vii) return on assets, (viii) stock
price, (ix) earnings per share, (x) market share, (xi) customer satisfaction,
and (xii) safety and/or environmental performance. Any such performance goals
and the applicable performance measures will be determined by the Committee at
the time of grant and reflected in a written award agreement. The number or
value of Performance-Based Stock Awards that will be paid out to any Participant
at the end of the applicable performance period, which may be one year or longer
as determined by the Committee, will depend on the extent to which the Company
attains the established performance goals.

                  (b) Maximum Amount of Performance-Based Stock Awards. No
participant who is an employee may be awarded Performance-Based Stock Awards
in any one fiscal year in excess of an aggregate of 50,000 shares of Common
Stock. The maximum dollar value, based on the Fair Market Value of the number of
shares of Common Stock awarded, of any Performance-Based Stock Award to any
Participant who is an employee shall not exceed $1,200,000 in any one fiscal
year.

         9. Deferral of Payment.

                  With the approval of the Committee, the delivery of the Common
Stock, cash, or any combination thereof subject to an Award (other than
Director Options) may be deferred, either in the form of installments or a
single future delivery. The Committee may also permit selected Participants to
defer the payment of some or all of their Awards, as well as other compensation,
in accordance with procedures established by the Committee to assure that the
recognition of taxable income is deferred under the Code. Deferred amounts may,
to the extent permitted by the Committee, be credited as cash or Stock
Equivalent Units. The Committee may also establish rules and procedures for the
crediting of interest on deferred cash payments and dividend equivalents on
Stock Equivalent Units.

         10. Payment of Exercise Price. The exercise price of a Stock Option,
Director Option, and any Stock Award for which the Committee has established an
exercise price may be paid in cash, by the transfer of Common Stock, by the
surrender of all or part of an Award (including the Award being exercised), or
by a combination of these methods, as and to the extent permitted by the
Committee. The Committee may prescribe any other method of paying the exercise
price that it determines to be consistent with applicable law and the purpose of
this Plan.




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                  In the event shares of Restricted Stock are used to pay the
exercise price of a Stock Award, a number of the shares of Common Stock issued
upon the exercise of the Award equal to the number of shares of Restricted Stock
used to pay the exercise price will be subject to the same restrictions as the
Restricted Stock.

         11. Taxes Associated with Award. Prior to the payment of an Award, the
Company may withhold, or require a Participant to remit to the Company, an
amount sufficient to pay any Federal, state, and local taxes associated with the
Award. The Committee may, in its discretion and subject to such rules as the
Committee may adopt, permit a Participant to pay any or all taxes associated
with the Award in cash, by the transfer of Common Stock, by the surrender of all
or part of an Award (including the Award being exercised), including
Performance-Based Stock Awards, or by a combination of these methods. The
Committee may permit a Participant to pay any or all taxes associated with an
Incentive Stock Option in cash, by the transfer of Common Stock, or by a
combination of these methods.

         12. Termination of Employment. Subject to Section 13, if the employment
of a Participant terminates for any reason, all unexercised, deferred, and
unpaid Awards may be exercisable or paid only in accordance with rules
established by the Committee. Subject to the foregoing exception, these rules
may provide, as the Committee deems appropriate, for the expiration,
continuation, or acceleration of the vesting of all or part of the Awards.

         13. Change of Control. In the event of a Change of Control of the
Company, unless and to the extent otherwise determined by the Board of
Directors, (i) all Stock Appreciation Rights and Stock Options then outstanding
will become fully exercisable as of the date of the Change of Control and (ii)
all restrictions and conditions applicable to Restricted Stock and other Stock
Awards, including Performance-Based Stock Awards, will be deemed to have been
satisfied as of the date of the Change of Control. Any such determination by the
Board of Directors that is made after the occurrence of a Change of Control will
not be effective unless a majority of the Directors then in office are
Continuing Directors and the determination is approved by a majority of the
Continuing Directors.

                  Notwithstanding any other provision of this Plan, during the
60-day period from and after a Change of Control (the "Exercise Period"), unless
the Committee shall determine otherwise at the time of grant, an optionee shall
have the right, whether or not the Stock Option is fully exercisable and in lieu
of the payment of the exercise price for the shares of Common Stock being
purchased under the Stock Option and by giving notice to the Company, to elect
(within the Exercise Period) to surrender all or part of the Stock Option to the
Company and to receive cash, within 30 days of such notice, in an amount equal
to the amount by which the Change of Control Price per share of Common Stock on
the date of such election shall exceed the exercise price per share of Common
Stock under the Stock Option (the "Spread") multiplied by the number of shares
of Common Stock granted under the Stock Option as to which the right granted
under this Section shall have been exercised.



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         14. Amendment, Suspension, or Termination of this Plan; Amendment of
Outstanding Awards.

                  (a) Amendment, Suspension, or Termination of this Plan. The
Board of Directors may amend, suspend, or terminate this Plan at any time.
Stockholder approval for any such amendment will be required only to the extent
necessary to preserve the exemption provided by Rule 16b-3 for this Plan and
Awards granted under this Plan.





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                  (b) Amendment of Outstanding Awards. The Committee may, in
its discretion, amend the terms of any Award (other than a Director Option),
including, waiving, in whole or in part, any restrictions or conditions
applicable to, or accelerating the vesting of, any Award, prospectively or
retroactively, but no such amendment may impair the rights of any Participant
without his or her consent or cause Awards intended to qualify as performance
based compensation under Section 162(m) to fail to so qualify.

         15. Awards to Foreign Nationals and Employees Outside the United
States. To the extent that the Committee deems appropriate to comply with
foreign law or practice and to further the purpose of this Plan, the Committee
may, without amending this Plan, (i) establish special rules applicable to
Awards granted to Participants who are foreign nationals, are employed outside
the United States, or both, including rules that differ from those set forth in
this Plan, and (ii) grant Awards to such Participants in accordance with those
rules.

         16. Nonassignability. Unless otherwise determined by the Committee, (i)
no Award granted under this Plan may be transferred or assigned by the
Participant to whom it is granted other than by will, pursuant to the laws of
descent and distribution, or pursuant to a qualified domestic relations order
and (ii) an Award granted under this Plan may be exercised, during the
Participant's lifetime, only by the Participant or by the Participant's guardian
or legal representative; except that, no Incentive Stock Option may be
transferred or assigned pursuant to a qualified domestic relations order or
exercised, during the Participant's lifetime, by the Participant's guardian or
legal representative.

         17. Governing Law. The interpretation, validity, and enforcement of
this Plan will, to the extent not governed by the Code or the securities laws of
the United States, be governed by the laws of the State of Ohio.

         18. Rights of Employees. Nothing in this Plan will confer upon any
Participant the right to continued employment by the Company or limit in any way
the Company's right to terminate any Participant's employment at will.

         19. Effective and Termination Dates.

                  (a) Effective Date. This Plan will become effective on the
date it is approved by the stockholders.

                  (b) Termination Date. This Plan will continue in effect until
terminated by the Board of Directors.






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