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                                                               EXHIBIT 10.2

                                THE GEON COMPANY
                           1995 INCENTIVE STOCK PLAN

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 in Control" -- A "Change in Control" will be deemed to
occur if at any time after the date of the adoption of this Plan:

                 (1)      Any individual, entity or group (within the meaning
         of Section 13(d)(3) or 14(d)(2) of the Exchange Act, acquires
         beneficial ownership (within the meaning of Rule 13d-3 under the
         Exchange Act) of 20% or more of either (a) the then outstanding Common
         Stock of the Company (the "Outstanding Company Common Stock") or (b)
         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
         the following acquisitions shall not constitute a Change in Control:
         (i) any acquisition directly from the Company (other than by exercise
         of a conversion privilege), (ii) any acquisition by the Company of any
         of its subsidiaries, (iii) any acquisition by any employee benefit
         plan (or related trust) sponsored or maintained by the Company or any
         of its subsidiaries or (iv) any acquisition by any corporation with
         respect to which following such acquisition, more than 70% of,
         respectively, the then outstanding shares of common stock of





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         such corporation and the combined voting power of the then outstanding
         voting securities of such corporation entitled to vote generally in
         the election of directors is then beneficially owned, directly or
         indirectly, by all or substantially all of the individuals and
         entities who were the beneficial owners, respectively, of the
         Outstanding Company Common Stock and Company Voting Securities
         immediately prior to such acquisition in substantially the same
         proportions as their ownership, immediately prior to such acquisition,
         of the Outstanding Company Common Stock and Outstanding Company Voting
         Securities, as the case may be;

                 (2)     During any period of two consecutive years,
         individuals who, at of the beginning of such period, 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 the beginning of such period whose
         election, or nomination for election by the Company's stockholders,
         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 either an actual or threatened election contest
         (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
         under the Exchange Act);

                 (3)     The stockholders of the Company approve any
         reorganization, merger or consolidation, in each case, with respect to
         which all or substantially all of the individuals and entities who
         were the beneficial owners, respectively, of the Outstanding Company
         Common Stock and Outstanding Company Voting Securities immediately
         prior to such reorganization, merger or consolidation, do not,
         following such reorganization, merger or consolidation, beneficially
         own, directly or indirectly, more than 70% 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 company
         resulting from such reorganization, merger or consolidation in
         substantially the same proportions as their ownership, immediately
         prior to such reorganization, merger or consolidation of the
         Outstanding Company Common Stock and Outstanding Company Voting
         Securities, as the case may be; or

                 (4)     The stockholders of the Company approve (a) a complete
         liquidation or dissolution of the Company or (b) a sale or other
         disposition of all or substantially all of the assets of the Company,
         other than to a corporation, with respect to which following such sale
         or other disposition, more than 70% of, respectively, the then
         outstanding shares of common stock of such company and the combined
         voting power of the then outstanding voting securities of such company
         entitled to vote generally in the election of directors is then
         beneficially owned. directly or indirectly, by all or substantially
         all of the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and Outstanding
         Company Voting Securities

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         immediately prior to such sale or other disposition in
         substantially the same proportion as their ownership, immediately
         prior to such sale or other disposition, of the Outstanding Company
         Common Stock and Outstanding Company Voting Securities, as the case
         may be.

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

                 (g) "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).

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

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

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

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

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

                 (m) "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.

                 (n) "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.

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

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

         (q) "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.

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

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

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

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

         (v) "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.

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

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

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

         (z) "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.


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         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 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 to any individual Participant
who is an employee is 100,000.

         (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


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outstanding Awards, and the Fair Market Value of the shares of Common Stock and
other value determinations applicable to outstanding Awards.

                 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. All decisions
by the Committee will be made with the approval of not less than a majority of
its members.

                 (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.

                 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.


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                 (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 in 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.

                 (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


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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 in 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 of the date of
grant. Bach 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.


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                 (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.

                  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.

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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.

                 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 in Control


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         In the event of a Change in 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 in 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 in Control. Any such determination by the Board of Directors
that is made after the occurrence of a Change in 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.

         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.

         (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

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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 otherwise 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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