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                                                                    Exhibit 10.1
                                  IPG PHOTONICS

                        2000 INCENTIVE COMPENSATION PLAN


1.   DEFINITIONS

     The following terms shall have the following meanings unless the context
     indicates otherwise:

     1.1. "Affiliate" shall mean a corporation which, for purposes of Section
          422 of the Code, is a Parent or Subsidiary of the Company within the
          meaning of Sections 424(e) and 424(f) of the Code

     1.2. "Award" shall mean a Stock Option, a SAR, a Stock Award, a Stock Unit,
          a Performance Share, a Performance Unit, or a Cash Award.

     1.3. "Award Agreement" shall mean a written agreement between the Company
          and a Participant that establishes the terms, conditions, restrictions
          and/or limitations applicable to an Award, in addition to those
          established by the Plan and by the Committee.

     1.4. "Board" shall mean the Board of Directors of the Company.

     1.5. "Cash Award" shall mean a grant by the Committee to a Participant of
          an award of cash as described in Section 11 below.

     1.6. "Cause" shall include, but may not be limited to any termination by
          the Company or by an Affiliate or Group Company for willful breach of
          duty in the course of employment or habitual neglect of duty or
          continued incapacity to perform such duty, and also misconduct
          (whether or not in the course of employment) deemed by the Board to be
          detrimental to the Company, an Affiliate or a Group Company or to the
          reputation of such entities, whether or not such misconduct is
          criminal in nature.

     1.7. "Change in Control of the Company" shall occur when following (a) an
          IPO, or (b) a merger with or acquisition by a company, any person
          becomes the beneficial owner, directly or indirectly, in the aggregate
          of securities of the Company representing more than fifty percent
          (50%) of the total combined voting power of all classes of the
          Company's then outstanding securities and who did not at the time of
          such IPO or merger or acquisition have such beneficial ownership.

     1.8. "Code" shall mean the Internal Revenue Code of 1986, as amended from
          time to time.
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     1.9. "Committee" shall mean (i) the Board or (ii) a committee or
          subcommittee of the Board appointed by the Board from among its
          members. The Committee may be the Board's Compensation Committee.
          Unless the Board determines otherwise, the Committee shall be
          comprised solely of not less than two members who each shall qualify
          as:

          (a)  a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3)
               (or any successor rule) under the Exchange Act, and

          (b)  an "outside director" within the meaning of Code Section 162(m)
               and the Treasury Regulations thereunder.

     1.10. "Common Stock" shall mean the voting, common stock, $0.0001 par value
           per share, of the Company.

     1.11. "Company" shall mean IPG Photonics Corporation USA, a Delaware
           corporation.

     1.12. "Disability" means the total and permanent disability of a
           Participant (incurred while in the active service of the Company, an
           Affiliate or a Group Company) based on proof satisfactory to the
           Committee. Total and permanent disability shall be as defined in the
           Company's long-term disability plan, if any, or as otherwise provided
           by the Company.

     1.13. "Dividend Equivalent Right" shall mean the right to receive an amount
           equal to the amount of any dividend paid with respect to a share of
           Common Stock multiplied by the number of shares of Common Stock
           underlying or with respect to a Stock Option, a SAR, a Stock Unit or
           a Performance Unit, and which shall be payable in cash, in Common
           Stock, in the form of Stock Units or Performance Units, or a
           combination of any or all of the foregoing.

     1.14. "Effective Date" shall mean the date on which the Plan is adopted by
           the Board.

     1.15. "Employee" shall mean an employee of the Company or any Affiliate, as
           described in Treasury Regulation Section 1.421-7(h).

     1.16. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
           amended from time to time, including applicable regulations
           thereunder.

     1.17. "Fair Market Value of the Common Stock" shall mean:

          (a)  if the Common Stock is readily tradeable on a national securities
               exchange or other market system, the closing price of the Common
               Stock on the date of calculation (or on the last preceding
               trading date if Common Stock was not traded on such date), or

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          (b)  if the Common Stock is not readily tradeable on a national
               securities exchange or other market system, the value as
               determined in good faith by the Board.

     1.18. "Group Company" shall mean any business entity deemed by the Board to
           be a member of the IPG Group, including, but not limited to, any
           business entity that has a significant financial interest in the
           Company and any business entity in which the Company has a
           significant financial interest, such entities to be referred to
           collectively as the "Group Companies".

     1.19. "Group Employee" shall mean any employee of a Group Company who is
           not an Employee.

     1.20. "Independent Contractor" shall mean a person (other than a person who
           is an Employee, Group Employee or a Nonemployee Director) or an
           entity that renders services to the Company, an Affiliate or a Group
           Company.

     1.21. "IPO" shall mean the first date that the Common Stock is registered
           under the Securities Act of 1934 and offered for sale to the public.

     1.22. "ISO" shall mean an "incentive stock option" as such term is used in
           Section 422 of the Code.

     1.23. "Nonemployee Director" shall mean a member of the Board who is not an
           Employee.

     1.24. "Nonqualified Stock Option" shall mean a Stock Option that does not
           qualify as an ISO.

     1.25. "Nonvoting Stock" shall mean the capital stock of any class or
           classes having no voting power to elect the directors of a
           corporation.

     1.26. "Parent" shall mean a corporation or any other business entity which
           directly or indirectly has an ownership interest of 50 percent or
           more of the Voting Stock of the Company.

     1.27. "Participant" shall mean any Employee, Group Employee, Nonemployee
           Director or Independent Contractor to whom an Award has been granted
           by the Committee under the Plan.

     1.28. "Performance-Based Award" shall mean an Award subject to the
           achievement of certain performance goals as described in Section 12
           below.

     1.29. "Performance Share" shall mean the grant by the Committee to a
           Participant of an Award as described in Section 10.1 below.


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     1.30. "Performance Unit" shall mean the grant by the Committee to a
           Participant of an Award as described in Section 10.2 below.

     1.31. "Plan" shall mean the IPG Photonics 2000 Incentive Compensation Plan.

     1.32. "Recapitalization" shall mean any stock split, stock dividend,
           recapitalization, combination of shares, exchange of shares or other
           change affecting the Company's outstanding shares of capital stock as
           a class without the Company's receipt of consideration.

     1.33. "Reorganization" shall mean any of the following: (a) a merger or
           consolidation in which the Company is not the surviving entity; (b) a
           sale, transfer or other disposition of all or substantially all of
           the Company's assets; (c) a reverse merger in which the Company is
           the surviving entity but in which the Company's outstanding voting
           securities are transferred in whole or in part to a person or persons
           different from the persons holding those securities immediately prior
           to the merger; or (d) any transaction effected primarily to change
           the state in which the Company is incorporated or to create a holding
           company structure.

     1.34. "Retirement" means retirement from active employment or other service
           with the Company pursuant to the normal or early retirement policy
           and procedures of the Company.

     1.35. "SAR" shall mean a grant by the Committee to a Participant of a stock
           appreciation right as described in Section 8 below.

     1.36. "Stock" shall mean the shares of capital stock of the Company.

     1.37. "Stock Award" shall mean a grant by the Committee to a Participant of
           an Award of Common Stock as described in Section 9.1 below.

     1.38. "Stock Option" shall mean a grant by the Committee to a Participant
           of an option to purchase Common Stock as described in Section 7
           below.

     1.39. "Stock Unit" shall mean a grant by the Committee to a Participant of
           an Award as described in Section 9.2 below.

     1.40. "Subsidiary" shall mean a corporation of which the Company directly
           or indirectly owns 50 percent or more of the Voting Stock or any
           other business entity in which the Company directly or indirectly has
           an ownership interest of 50 percent or more.

     1.41. "Treasury Regulations" shall mean the regulations promulgated under
           the Code by the United States Department of the Treasury, as amended
           from time to time.

     1.42. "Vest" shall mean:

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          (a)  with respect to Stock Options and SARs, when the Stock Option or
               SAR (or a portion of such Stock Option or SAR) first becomes
               exercisable and remains exercisable subject to the terms and
               conditions of such Stock Option or SAR; or

          (b)  with respect to Awards other than Stock Options and SARs, when
               the Participant has:

               (i)  an unrestricted right, title and interest to receive the
                    compensation (whether payable in Common Stock, cash or a
                    combination of both) attributable to an Award (or a portion
                    of such Award) or to otherwise enjoy the benefits underlying
                    such Award; and

               (ii) a right to transfer an Award subject to no Company-imposed
                    restrictions or limitations other than restrictions and/or
                    limitations imposed by Section 14 below.

     1.43. "Vesting Date" shall mean the date or dates on which an Award Vests.

     1.44. "Voting Stock" shall mean the capital stock of any class or classes
           having general voting power under ordinary circumstances, in the
           absence of contingencies, to elect the directors of a corporation.

2.   PURPOSE AND TERM OF PLAN

     2.1.  Purpose. The purpose of the Plan is to motivate certain Employees,
           Group Employees, Nonemployee Directors and Independent Contractors to
           put forth maximum efforts toward the growth, profitability, and
           success of the Company, Affiliates and Group Companies by providing
           incentives to such Employees, Group Employees, Nonemployee Directors
           and Independent Contractors through cash payments and/or through the
           ownership and performance of the Common Stock. In addition, the Plan
           is intended to provide incentives which will attract and retain
           highly qualified individuals as Employees, Group Employees and
           Nonemployee Directors and to assist in aligning the interests of such
           Employees, Group Employees and Nonemployee Directors with those of
           the Company's stockholders.

     2.2.  Term. The Plan shall be effective as of the Effective Date; provided,
           however, that the Plan shall be approved by the stockholders of the
           Company at an annual meeting or any special meeting of stockholders
           of the Company within 12 months before or after the Effective Date,
           and such approval by the stockholders of the Company shall be a
           condition to the right of each Participant to receive Awards
           hereunder. Any Award granted under the Plan prior to the approval by
           the stockholders of the Company shall be effective as of the date of
           grant (unless the Committee specifies otherwise at the time of
           grant), but no such Award may Vest,

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          be paid out, or otherwise be disposed of prior to such stockholder
          approval. If the stockholders of the Company fail to approve the Plan
          in accordance with this Section 2.2, any Award granted under the Plan
          shall be cancelled. The Plan shall terminate on the 10th anniversary
          of the Effective Date, unless sooner terminated by the Board under
          Section 16.1 below.

3.   ELIGIBILITY AND PARTICIPATION

     3.1. Eligibility. All Employees, Group Employees, Nonemployee Directors and
          Independent Contractors shall be eligible to participate in the Plan
          and to receive Awards.

     3.2. Participation. Participants shall consist of such Employees, Group
          Employees, Nonemployee Directors and Independent Contractors as the
          Committee in its sole discretion designates to receive Awards under
          the Plan. Awards under the Plan shall be made on a one time basis for
          Participants and designation of a Participant in any year shall not
          require the Committee to designate such person or entity to receive an
          Award in any other year or, once designated, to receive the same type
          or amount of Award as granted to the Participant in any other year.
          The Committee shall consider such factors as it deems pertinent in
          selecting Participants and in determining the type and amount of their
          respective Awards.

4.   ADMINISTRATION

     4.1. Responsibility. The Committee shall have the responsibility, in its
          sole discretion, to control, operate, manage and administer the Plan
          in accordance with its terms.

     4.2. Award Agreement. Each Award granted under the Plan shall be evidenced
          by an Award Agreement which shall be signed by the Committee and the
          Participant; provided, however, that in the event of any conflict
          between a provision of the Plan and any provision of an Award
          Agreement, the provision of the Plan shall prevail.

     4.3. Authority of the Committee. The Committee shall have all the
          discretionary authority that may be necessary or desirable to enable
          it to discharge its responsibilities with respect to the Plan,
          including but not limited to the following:

          (a)  to determine eligibility for participation in the Plan;

          (b)  to determine eligibility for and the type and size of an Award
               granted under the Plan;

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          (c)  to supply any omission, correct any defect, or reconcile any
               inconsistency in the Plan in such manner and to such extent as it
               shall deem appropriate in its sole discretion to carry the same
               into effect;

          (d)  to issue administrative guidelines as an aid to administer the
               Plan and make changes in such guidelines as it, from time to
               time, deems proper;

          (e)  to make rules for carrying out and administering the Plan and
               make changes in such rules as it, from time to time, deems
               proper;

          (f)  to the extent permitted under the Plan, grant waivers of Plan
               terms, conditions, restrictions, and limitations;

          (g)  to accelerate the Vesting of any Award when such action or
               actions would be in the best interest of the Company;

          (h)  to grant an Award in replacement of Awards previously granted
               under this Plan or any other executive compensation plan of the
               Company; and

          (i)  to take any and all other actions it deems necessary or desirable
               for the proper operation or administration of the Plan.

     4.4. Action by the Committee. The Committee may act only by a majority of
          its members. A determination of the Committee may be made, without a
          meeting, by a writing signed by all members of the Committee. In
          addition, the Committee may authorize any one or more of its members
          to execute and deliver documents on behalf of the Committee. Meetings
          of the Committee may be held telephonically or via video conference,
          and participation via telephone or video conference shall have the
          same force and effect as physical presence at any Committee meeting.

     4.5. Delegation of Authority. The Committee may delegate to one or more of
          its members, or to one or more agents, such administrative duties as
          it may deem advisable; provided, however, that any such delegation
          shall be in writing. In addition, the Committee, or any person to whom
          it has delegated duties under this Section 4.5, may employ one or more
          persons to render advice with respect to any responsibility the
          Committee or such person may have under the Plan. The Committee may
          employ such legal or other counsel, consultants and agents as it may
          deem desirable for the administration of the Plan and may rely upon
          any opinion or computation received from any such counsel, consultant
          or agent. Expenses incurred by the Committee in the engagement of such
          counsel, consultant or agent shall be paid by the Company, or the
          Affiliate or Group Company whose employees have benefited from the
          Plan, as determined by the Committee.

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     4.6. Determinations and Interpretations by the Committee. All
          determinations and interpretations made by the Committee shall be
          binding and conclusive on all Participants and their heirs,
          successors, and legal representatives.

     4.7. Liability. No member of the Board, no member of the Committee and no
          Employee or Group Employee shall be liable for any act or failure to
          act hereunder, except in circumstances involving his or her bad faith,
          gross negligence or willful misconduct, or for any act or failure to
          act hereunder by any other member or employee or by any agent to whom
          duties in connection with the administration of the Plan have been
          delegated.

     4.8. Indemnification. The Company shall indemnify members of the Committee
          and any agent of the Committee who is an Employee or Group Employee,
          against any and all liabilities or expenses to which they may be
          subjected by reason of any act or failure to act with respect to their
          duties on behalf of the Plan, except in circumstances involving such
          person's bad faith, gross negligence or willful misconduct.

5.   SHARES SUBJECT TO PLAN

     5.1. Available Shares. The aggregate number of shares of Common Stock which
          shall be available under the Plan during its term shall be 7,500,000
          shares, subject to any adjustments made in accordance with Section 5.2
          below. Such shares of Common Stock may be either authorized but
          unissued shares, shares of issued stock held in the Company's
          treasury, or a combination of both, at the discretion of the Company.
          Any shares of Common Stock underlying an Award which terminate by
          expiration, forfeiture, cancellation or otherwise without the issuance
          of such shares shall again be available under the Plan. Awards that
          are payable only in cash are not subject to this Section 5.1.

     5.2. Adjustment to Shares. If there is any change in the Common Stock of
          the Company, through merger, consolidation, Reorganization,
          recapitalization, stock dividend, stock split, reverse stock split,
          split-up, split-off, spin-off, combination of shares, exchange of
          shares, dividend in kind or other like change in capital structure or
          distribution (other than normal cash dividends) to stockholders of the
          Company, an adjustment shall be made to each outstanding Award so that
          each such Award shall thereafter be with respect to or exercisable for
          such securities, cash and/or other property as would have been
          received in respect of the Common Stock subject to such Award had such
          Award been paid, distributed or exercised in full immediately prior to
          such change or distribution. Such adjustment shall be made
          successively each time any such change or distribution shall occur. In
          addition, in the event of any such change or distribution, in order to
          prevent dilution or enlargement of Participants' rights under the
          Plan, the Committee shall have the authority to adjust, in an
          equitable manner, the number and kind of shares that may be issued
          under the Plan, the number and kind of shares subject to

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          outstanding Awards, the exercise price applicable to outstanding Stock
          Options, and the Fair Market Value of the Common Stock and other value
          determinations applicable to outstanding Awards. Appropriate
          adjustments may also be made by the Committee in the terms of any
          Awards granted under the Plan to reflect such changes or distributions
          and to modify any other terms of outstanding Awards on an equitable
          basis, including modifications of performance goals and changes in the
          length of performance periods; provided, however, that any such
          modifications and/or changes to Performance-Based Awards does not
          disqualify compensation attributable to such Awards as "performance-
          based compensation" under Code Section 162(m). In addition, the
          Committee is authorized to make adjustments to the terms and
          conditions of, and the criteria included in, Awards in recognition of
          unusual or nonrecurring events affecting the Company or the financial
          statements of the Company, or in response to changes in applicable
          laws, regulations, or accounting principles. Notwithstanding anything
          contained in the Plan, any adjustment with respect to an ISO due to a
          change or distribution described in this Section 5.2 shall comply with
          the rules of Code Section 424(a), and in no event shall any adjustment
          be made which would render any ISO granted hereunder to be
          disqualified as an incentive stock option for purposes of Code Section
          422.

6.   MAXIMUM INDIVIDUAL AWARDS

     6.1. Maximum Aggregate Number of Shares Underlying Stock-Based Awards
          Granted Under the Plan to Any Single Participant in Any Calendar Year.
          The maximum aggregate number of shares of Common Stock underlying all
          Awards measured in shares of Common Stock (whether payable in Common
          Stock, cash or a combination of both) that may be granted to any
          single Participant in any calendar year shall be 2,000,000 shares,
          subject to adjustment as provided in Section 5.2 above. For purposes
          of the preceding sentence, such Awards that are cancelled or repriced
          shall continue to be counted in determining such maximum aggregate
          number of shares of Common Stock that may be granted to any single
          Participant in any calendar year.

7.   STOCK OPTIONS

     7.1. In General. The Committee may, in its sole discretion, grant Stock
          Options to Employees, Group Employees, Nonemployee Directors and/or
          Independent Contractors on or after the Effective Date. The Committee
          shall, in its sole discretion, determine the Employees, Group
          Employees, Nonemployee Directors and Independent Contractors who will
          receive Stock Options and the number of shares of Common Stock
          underlying each Stock Option. With respect to Employees who become
          Participants, the Committee may grant such Participants ISOs or
          Nonqualified Stock Options or a combination of both. With respect to
          Group Employees, Nonemployee Directors and Independent Contractors who

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         become Participants, the Committee may grant such Participants only
         Nonqualified Stock Options. Each Stock Option shall be subject to such
         terms and conditions consistent with the Plan as the Committee may
         impose from time to time. In addition, each Stock Option shall be
         subject to the terms and conditions set forth in Sections 7.2 through
         7.8 below.

    7.2. Exercise Price. The Committee shall specify the exercise price of each
         Stock Option in the Award Agreement; provided, however, that (i) the
         exercise price of an ISO shall not be less than 100 percent of the Fair
         Market Value of the Common Stock on the date of grant, and (ii) the
         exercise price of a Nonqualified Stock Option shall not be less than
         100 percent of the Fair Market Value of the Common Stock on the date of
         grant unless the Committee in its sole discretion and due to special
         circumstances determines otherwise on the date of grant.

    7.3. Term of Stock Option. The Committee shall specify the term of each
         Stock Option in the Award Agreement; provided, however, that (i) no ISO
         shall be exercisable after the 10th anniversary of the date of grant of
         such ISO and (ii) no Nonqualified Stock Option shall be exercisable
         after the 10th anniversary of the date of grant of such Nonqualified
         Stock Option. Each Stock Option shall terminate at such earlier times
         and upon such conditions or circumstances as the Committee shall, in
         its sole discretion, set forth in the Award Agreement on the date of
         grant.

    7.4. Vesting Date. The Committee shall specify in the Award Agreement the
         Vesting Date for each Stock Option. The Committee may grant Stock
         Options that are Vested, either in whole or in part, on the date of
         grant. If the Committee fails to specify a Vesting Date in the Award
         Agreement, 25 percent of such Stock Option shall become exercisable on
         each of the first 4 anniversaries of the date of grant and shall remain
         exercisable following such anniversary date until the Stock Option
         expires in accordance with its terms under the Award Agreement or under
         the terms of the Plan. The Vesting of a Stock Option may be subject to
         such other terms and conditions as shall be determined by the
         Committee, including, without limitation, accelerating the Vesting if
         certain performance goals are achieved.

    7.5. Exercise of Stock Options. The Stock Option exercise price may be paid
         in cash or, in the sole discretion of the Committee, by delivery to the
         Company of shares of Common Stock then owned by the Participant, or by
         the Company's withholding a portion of the shares of Common Stock for
         which the Stock Option is exercisable, or by a combination of these
         methods. If the Common Stock is readily tradeable on a national
         securities exchange or other market system, payment may also be made by
         delivering a properly executed exercise notice to the Company and
         delivering a copy of irrevocable instructions to a broker directing the
         broker to promptly deliver to the Company the amount of sale or loan
         proceeds to pay the exercise price. To facilitate the foregoing, the
         Company may enter into agreements for coordinated procedures with one
         or more brokerage

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        firms. 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 the Plan, including, without limitation, in lieu of
        the delivery to the Company of shares of Common Stock then owned by the
        Participant, providing the Company with a notarized statement attesting
        to the number of shares owned by the Participant, where, upon
        verification by the Company, the Company would issue to the Participant
        only the number of incremental shares to which the Participant is
        entitled upon exercise of the Stock Option. In determining which methods
        a Participant may utilize to pay the exercise price, the Committee may
        consider such factors as it determines are appropriate; provided,
        however, that with respect to ISOs, all such discretionary
        determinations shall be made by the Committee at the time of grant and
        specified in the Award Agreement.

   7.6. Restrictions Relating to ISOs. In addition to being subject to the terms
        and conditions of this Section 7, ISOs shall comply with all other
        requirements under Code Section 422. Accordingly, ISOs may be granted
        only to Participants who are employees (as described in Treasury
        Regulation Section 1.421-7(h)) of the Company or of any "Parent
        Corporation" (as defined in Code Section 424(e)) or of any "Subsidiary
        Corporation" (as defined in Code Section 424(f)) on the date of grant.
        The aggregate market value (determined as of the time the ISO is
        granted) of the Common Stock with respect to which ISOs (under all
        option plans of the Company and of any Parent Corporation and of any
        Subsidiary Corporation) are exercisable for the first time by a
        Participant during any calendar year shall not exceed $100,000. For
        purposes of the preceding sentence, (i) ISOs shall be taken into account
        in the order in which they are granted and (ii) ISOs granted before 1987
        shall not be taken into account. ISOs shall not be transferable by the
        Participant other than by will or the laws of descent and distribution
        and shall be exercisable, during the Participant's lifetime, only by
        such Participant. The Committee shall not grant ISOs to any Employee
        who, at the time the ISO is granted, owns stock possessing (after the
        application of the attribution rules of Code Section 424(d)) more than
        10 percent of the total combined voting power of all classes of stock of
        the Company or of any Parent Corporation or of any Subsidiary
        Corporation unless the exercise price of the ISO is fixed at not less
        than 110 percent of the Fair Market Value of the Common Stock on the
        date of grant and the exercise of such ISO is prohibited by its terms
        after the 5th anniversary of the ISO's date of grant. In addition, no
        ISO shall be issued to a Participant in tandem with a Nonqualified Stock
        Option issued to such Participant in accordance with Treasury Regulation
        Section 14a.422A-1, Q/A-39.

   7.7. Additional Terms and Conditions. The Committee may, by way of the Award
        Agreements or otherwise, establish such other terms, conditions,
        restrictions and/or limitations, if any, of any Stock Option, provided
        they are not inconsistent with the Plan, including, without limitation,
        the requirement that the Participant not engage in competition with the
        Company, an Affiliate or a Group Company.

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   7.8. Conversion Stock Options. The Committee may, in its sole discretion,
        grant a Stock Option to any holder of an option (hereinafter referred to
        as an "Original Option") to purchase shares of the stock of any
        corporation:

       (a)  the stock or assets of which were acquired, directly or indirectly,
            by the Company, an Affiliate or Group Company, or

       (b)  which was merged with and into the Company, an Affiliate or Group
            Company,

       so that the Original Option is converted into a Stock Option (hereinafter
       referred to as a "Conversion Stock Option"); provided, however, that such
       Conversion Stock Option as of the date of its grant (the "Conversion
       Stock Option Grant Date") shall have the same economic value as the
       Original Option as of the Conversion Stock Option Grant Date. In
       addition, unless the Committee, in its sole discretion determines
       otherwise, a Conversion Stock Option which is converting an Original
       Option intended to qualify as an ISO shall have the same terms and
       conditions as applicable to the Original Option in accordance with Code
       Section 424 and the Treasury Regulations thereunder so that the
       conversion (x) is treated as the issuance or assumption of a stock option
       under Code Section 424(a) and (y) is not treated as a modification,
       extension or renewal of a stock option under Code Section 424(h).

  7.9. Right to Call Options or Stock. Notwithstanding any other provision of
       this Plan and without regard to the completion of an IPO, any Stock
       Option granted under this Plan or any Stock received as a result of the
       exercise of Stock Options under this Plan, may be subject to a right of
       call by the Committee in the event of termination of the Plan due to
       merger or acquisition of the Company, or prior to an IPO, upon the
       occurrence of Change in Control, whether or not the Plan is terminated.
       If the right to call the Stock is exercised by the Committee, the shares
       of Stock must be returned to the Company within seven (7) days of the
       call notice.

          (i)  Upon the call of Stock, the owner of Stock shall, unless
               otherwise determined by the Committee pursuant to subsection (ii)
               below, be entitled to receive from the Company an amount equal to
               the Fair Market Value of the returned Stock. Upon the call of a
               Stock Option, the Committee shall determine, in good faith, the
               price to be paid to the optionee.

          (ii) The Company shall have the right to defer payment of the proceeds
               under this Section 7.9, and make such payment in the form of
               single lump sum or in installments over such periods as the
               Committee may determine in its discretion.

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8.   SARS

     8.1. In General. The Committee may, in its sole discretion, grant SARs to
          Employees, Group Employees, Nonemployee Directors, and/or Independent
          Contractors. A SAR is a right to receive a payment in cash, Common
          Stock or a combination of both, in an amount equal to the excess of
          (x) the Fair Market Value of the Common Stock, or other specified
          valuation, of a specified number of shares of Common Stock on the date
          the SAR is exercised over (y) the Fair Market Value of the Common
          Stock, or other specified valuation (which shall be no less than the
          Fair Market Value of the Common Stock), of such shares of Common Stock
          on the date the SAR is granted, all as determined by the Committee;
          provided, however, that if a SAR is granted retroactively in tandem
          with or in substitution for a Stock Option, the designated Fair Market
          Value of the Common Stock in the Award Agreement may be the Fair
          Market Value of the Common Stock on the date such Stock Option was
          granted. Each SAR shall be subject to such terms and conditions,
          including, but not limited to, a provision that automatically converts
          a SAR into a Stock Option on a conversion date specified at the time
          of grant, as the Committee shall impose from time to time in its sole
          discretion and subject to the terms of the Plan.

9.   STOCK AWARDS AND STOCK UNITS

     9.1. Stock Awards. The Committee may, in its sole discretion, grant Stock
          Awards to Employees, Group Employees, Nonemployee Directors, and/or
          Independent Contractors as additional compensation or in lieu of other
          compensation for services to the Company, an Affiliate or a Group
          Company. A Stock Award shall consist of shares of Common Stock which
          shall be subject to such terms and conditions as the Committee in its
          sole discretion determines appropriate including, without limitation,
          restrictions on the sale or other disposition of such shares, the
          Vesting Date with respect to such shares, and the right of the Company
          to reacquire such shares for no consideration upon termination of the
          Participant's employment within specified periods. The Committee may
          require the Participant to deliver a duly signed stock power, endorsed
          in blank, relating to the Common Stock covered by such Stock Award
          and/or that the stock certificates evidencing such shares be held in
          custody or bear restrictive legends until the restrictions thereon
          shall have lapsed. With respect to shares of Common Stock subject to a
          Stock Award, the Participant shall have all of the rights of a holder
          of shares of Common Stock, including the right to receive dividends
          and to vote the shares, unless the Committee determines otherwise on
          the date of grant.

     9.2. Stock Units. The Committee may, in its sole discretion, grant Stock
          Units to Employees, Group Employees, Nonemployee Directors, and
          Independent Contractors as additional compensation or in lieu of other
          compensation for services to the Company, an Affiliate or a Group
          Company. A Stock Unit is a

                                     -13-
<PAGE>

         hypothetical share of Common Stock represented by a notional account
         established and maintained (or caused to be established or maintained)
         by the Company for such Participant who receives a grant of Stock
         Units. Stock Units shall be subject to such terms and conditions as the
         Committee, in its sole discretion, determines appropriate including,
         without limitation, determinations of the Vesting Date with respect to
         such Stock Units and the criteria for the Vesting of such Stock Units.
         Subject to Section 9.3, a Stock Unit granted by the Committee shall
         provide for payment in shares of Common Stock at such time or times as
         the Award Agreement shall specify. The Committee shall determine
         whether a Participant who has been granted a Stock Unit shall also be
         entitled to a Dividend Equivalent Right.

    9.3. Payout of Stock Units. Subject to a Participant's election to defer in
         accordance with Section 17.3 below, upon the Vesting of a Stock Unit,
         the shares of Common Stock representing the Stock Unit shall be
         distributed to the Participant, unless the Committee, in its sole
         discretion, provides for the payment of the Stock Unit in cash (or
         partly in cash and partly in shares of Common Stock) equal to the value
         of the shares of Common Stock which would otherwise be distributed to
         the Participant.

10.  PERFORMANCE SHARES AND PERFORMANCE UNITS

   10.1. Performance Shares. The Committee may, in its sole discretion, grant
         Performance Shares to Employees, Group Employees, Nonemployee
         Directors, and/or Independent Contractors as additional compensation or
         in lieu of other compensation for services to the Company, an Affiliate
         or a Group Company. A Performance Share shall consist of a share or
         shares of Common Stock which shall be subject to such terms and
         conditions as the Committee, in its sole discretion, determines
         appropriate including, without limitation, determining the performance
         goal or goals which, depending on the extent to which such goals are
         met, will determine the number and/or value of the Performance Shares
         that will be paid out or distributed to the Participant granted
         Performance Shares. Performance goals may be based on, without
         limitation, Company-wide, divisional and/or individual performance, as
         the Committee, in its sole discretion, may determine, and may be based
         on the performance measures listed in Section 12.3 below.

   10.2. Performance Units. The Committee may, in its sole discretion, grant
         Performance Units to Employees, Group Employees, Nonemployee Directors,
         and/or Independent Contractors as additional compensation or in lieu of
         other compensation for services to the Company, an Affiliate or Group
         Company. A Performance Unit is a hypothetical share of the value of the
         Company, represented by a notional account which shall be established
         and maintained (or caused to be established or maintained) by the
         Company for such Participant who

                                     -14-
<PAGE>

           receives a grant of Performance Units. Performance Units shall be
           subject to such terms and conditions as the Committee, in its sole
           discretion, determines appropriate including, without limitation,
           determining the performance goal or goals which, depending on the
           extent to which such goals are met, will determine the number and/or
           value of the Performance Units that will accrue to the Participant
           who has been granted Performance Units. Performance goals may be
           based on, without limitation, Company-wide, divisional and/or
           individual performance, as the Committee, in its sole discretion, may
           determine, and may be based on the performance measures listed in
           Section 12.3 below.

     10.3. Adjustment of Performance Goals. With respect to any Performance
           Shares or Performance Units that are not intended to qualify as
           Performance-Based Awards (as described in Section 12 below), the
           Committee shall have the authority at any time to adjust, as it deems
           necessary or desirable, the performance goals for any outstanding
           Performance Shares or Performance Units unless, at the time of
           establishment of such performance goals, the Committee precludes its
           authority to make such adjustments.

     10.4. Payout of Performance Shares or Performance Units. Subject to a
           Participant's election to defer distribution in accordance with
           Section 17.3 below, upon the Vesting of a Performance Share or a
           Performance Unit, the shares of Common Stock representing the
           Performance Share or the cash value of the Performance Unit shall be
           distributed to the Participant, unless the Committee, in its sole
           discretion, determines to make the payment for the Performance Share
           in cash, or the Performance Unit in shares of Common Stock (or partly
           in cash and partly in shares of Common Stock) equal to the value of
           the shares of Common Stock or cash which would otherwise be
           distributed to the Participant.

11.  CASH AWARDS

     11.1. In General. The Committee may, in its sole discretion, grant Cash
           Awards to Employees, Group Employees, Nonemployee Directors, and/or
           Independent Contractors as additional compensation or in lieu of
           other compensation for services to the Company, an Affiliate or Group
           Company. A Cash Award shall be subject to such terms and conditions
           as the Committee, in its sole discretion, determines appropriate
           including, without limitation, determining the Vesting Date with
           respect to such Cash Award, the criteria for the Vesting of such Cash
           Award, and the right of the Company to require the Participant to
           repay the Cash Award (with or without interest) upon termination of
           the Participant's employment within specified periods.

                                     -15-
<PAGE>

12.  PERFORMANCE-BASED AWARDS

     12.1. In General. The Committee, in its sole discretion, may designate
           Awards granted under the Plan as Performance-Based Awards (as defined
           below) if it determines that such compensation might not be tax
           deductible by the Company due to the deduction limitation imposed by
           Code Section 162(m). Accordingly, an Award granted under the Plan may
           be granted in such a manner that the compensation attributable to
           such Award is intended by the Committee to qualify as "performance-
           based compensation" (as such term is used in Code Section 162(m) and
           the Treasury Regulations thereunder) and thus be exempt from the
           deduction limitation imposed by Code Section 162(m) ("Performance-
           Based Awards").

     12.2. Qualification of Performance-Based Awards. Awards shall qualify as
           Performance-Based Awards under the Plan only if:

           (a)  at the time of grant the Committee is comprised solely of two or
                more "outside directors" (as such term is used in Code Section
                162(m) and the Treasury Regulations thereunder);

           (b)  with respect to either the granting or Vesting of an Award
                (other than (i) a Nonqualified Stock Option or (ii) a SAR, which
                are granted with an exercise price at or above the Fair Market
                Value of the Common Stock on the date of grant), such Award is
                subject to the achievement of a performance goal or goals based
                on one or more of the performance measures specified in Section
                12.3 below;

           (c)  the Committee establishes in writing (i) the objective
                performance-based goals applicable to a given performance
                period, and (ii) the individual employees or class of employees
                to which such performance-based goals apply no later than 90
                days after the commencement of such performance period (but in
                no event after 25 percent of such performance period has
                elapsed);

           (d)  no compensation attributable to a Performance-Based Award will
                be paid to or otherwise received by a Participant until the
                Committee certifies in writing that the performance goal or
                goals (and any other material terms) applicable to such
                performance period have been satisfied; and

           (e)  after the establishment of a performance goal, the Committee
                shall not revise such performance goal (unless such revision
                will not disqualify compensation attributable to the Award as
                "performance-based compensation" under Code Section 162(m)) or
                increase the amount of compensation payable with respect to such
                Award upon the attainment of such performance goal.

                                      -16-
<PAGE>

     12.3. Performance Measures. The Committee may use the following performance
           measures (either individually or in any combination) to set
           performance goals with respect to Awards intended to qualify as
           Performance-Based Awards: net sales; pretax income before allocation
           of corporate overhead and bonus; budget; cash flow; earnings per
           share; net income; division, group or corporate financial goals;
           return on stockholders' equity; return on assets; attainment of
           strategic and operational initiatives; appreciation in and/or
           maintenance of the price of the Common Stock or any other publicly-
           traded securities of the Company; market share; gross profits;
           earnings before interest and taxes; earnings before interest, taxes,
           depreciation and amortization; economic value-added models;
           comparisons with various stock market indices; increase in number of
           customers; and/or reductions in costs.

     12.4. Stockholder Reapproval. As required by Treasury Regulation Section
           1.162-27(e)(vi), the material terms of performance goals as described
           in this Section 12 shall be disclosed to and reapproved by the
           Company's stockholders no later than the first stockholder meeting
           that occurs in the 5th year following the year in which the Company's
           stockholders previously approved such performance goals.

13.  CHANGE IN CONTROL

     13.1. Accelerated Vesting. Notwithstanding any other provision of this Plan
           to the contrary, if there is a Change in Control of the Company, the
           Committee, in its sole discretion, may take such actions as it deems
           appropriate with respect to outstanding Awards, including, without
           limitation, accelerating the Vesting Date and/or payout of such
           Awards; provided, however, that such action shall not conflict with
           any provision contained in an Award Agreement unless such provision
           is amended in accordance with Section 16.3 below.

     13.2. Cashout. The Committee, in its sole discretion, may determine that,
           upon the occurrence of a Change in Control of the Company, all or a
           portion of certain outstanding Awards shall terminate within a
           specified number of days after notice to the holders, and each such
           holder shall receive an amount equal to the value of such Award on
           the date of the Change in Control, and with respect to each share of
           Common Stock subject to a Stock Option or SAR, an amount equal to the
           excess of the Fair Market Value of such shares of Common Stock
           immediately prior to the occurrence of such Change in Control of the
           Company over the exercise price per share of such Stock Option or
           SAR. Such amount shall be payable in cash, in one or more kinds of
           property (including the property, if any, payable in the transaction)
           or in a combination thereof, as the Committee, in its sole
           discretion, shall determine.

     13.3. Assumption or Substitution of Awards. Notwithstanding anything
           contained in the Plan to the contrary, the Committee may, in its sole
           discretion, provide that an

                                      -17-
<PAGE>

           Award may be assumed by any entity which acquires control of the
           Company or may be substituted by a similar award under such entity's
           compensation plans.

14.  TERMINATION OF EMPLOYMENT

     14.1. Termination of Employment Due to Death or Disability. Subject to any
           written agreement between the Company, an Affiliate or a Group
           Company and a Participant, if a Participant's employment is
           terminated due to death or disability:

           (a)  all non-Vested portions of Awards held by the Participant on the
                date of the Participant's death or the date of the termination
                of his or her employment, as the case may be, shall immediately
                become vested; and

           (b)  all Vested portions of Stock Options and SARs held by the
                Participant on the date of the Participant's death or the date
                of the termination of his or her employment, as the case may be,
                shall remain exercisable until the earlier of:

                (i)  the end of the 12-month period following the date of the
                     Participant's death or the date of the termination of his
                     or her employment, as the case may be, or

                (ii) the date the Stock Option or SAR would otherwise expire.

     14.2. Termination of Employment for Cause. Subject to any written agreement
           between the Company, an Affiliate or Group Company and a Participant,
           if a Participant's employment is terminated by the Company, the
           Affiliate or the Group Company, as the case may be, for Cause, all
           Awards held by the Participant on the date of the termination of
           employment, whether Vested or non-Vested, shall immediately be
           forfeited by the Participant as of such date, and, in the event a
           Participant's employment is terminated by the Company, an Affiliate
           or Group Company for Cause prior to an IPO, the Company shall have
           the right to call any Stock received by the Participant as a result
           of the exercise of Stock Options under the Plan and the Participant
           shall be entitled to receive from the Company an amount equal to the
           exercise price paid for such Stock.

     14.3. Other Terminations of Employment. Subject to any written agreement
           between the Company, an Affiliate or Group Company and a Participant,
           if a Participant's employment is terminated for any reason other than
           for Cause or other than due to death or disability:

           (a)  all non-Vested portions of Awards held by the Participant on the
                date of the termination of his or her employment shall
                immediately be forfeited by such Participant as of such date;
                and

                                      -18-
<PAGE>

           (b)  all Vested portions of Stock Options and/or SARs held by the
                Participant on the date of the termination of his or her
                employment shall remain exercisable until the earlier of (i) the
                end of the 90-day period following the date of the termination
                of the Participant's employment or (ii) the date the Stock
                Option or SAR would otherwise expire.

     14.4. ISOs. Notwithstanding anything contained in the Plan to the contrary,
           (i) the provisions contained in this Section 14 shall be applied to
           an ISO only if the application of such provision maintains the
           treatment of such ISO as an ISO and (ii) the exercise period of an
           ISO in the event of a termination of the Participant's employment due
           to disability provided in Section 14.1 above shall be applied only if
           the Participant is "permanently and totally disabled" (as such term
           is defined in Code Section 22(e)(3)).

15.  TAXES

     15.1. Withholding Taxes. With respect to Employees and Group Employees, the
           Company, or the applicable Affiliate or Group Company, may require a
           Participant who has become vested in his or her Stock Award, Stock
           Unit, Performance Share or Performance Unit granted hereunder, or who
           exercises a Stock Option or SAR granted hereunder, to reimburse the
           corporation which employs such Employee or Group Employee for any
           taxes required by any governmental regulatory authority to be
           withheld or otherwise deducted and paid by such corporation or entity
           in respect of the issuance or disposition of such shares or the
           payment of any amounts. In lieu thereof, the corporation which
           employs such Employee or Group Employee shall have the right to
           withhold the amount of such taxes from any other sums due or to
           become due from such corporation to the Employee or Group Employee
           upon such terms and conditions as the Committee shall prescribe. The
           corporation that employs the Employee or Group Employee may, in its
           discretion, hold the stock certificate to which such Employee or
           Group Employee is entitled upon the vesting of a Stock Award, Stock
           Unit, Performance Share or Performance Unit or the exercise of a
           Stock Option or SAR as security for the payment of such withholding
           tax liability, until cash sufficient to pay that liability has been
           accumulated.

     15.2. Use of Common Stock to Satisfy Withholding Obligation. With respect
           to Employees and Group Employees, at any time that the Company or an
           Affiliate or Group Company that employs such Employee or Group
           Employee becomes subject to a withholding obligation under applicable
           law with respect to the vesting of a Stock Award, Stock Unit,
           Performance Share or Performance Unit or the exercise of a
           Nonqualified Stock Option (the "Tax Date"), except as set forth
           below, a holder of such Award may elect to satisfy, in whole or in
           part, the holder's related personal tax liabilities (an "Election")
           by (i) directing the Company, the Affiliate or the Group Company that
           employs such Employee or

                                      -19-
<PAGE>

           Group Employee to withhold from shares issuable in the related
           vesting or exercise either a specified number of shares, or shares of
           Common Stock having a specified value (in each case equal to the
           related minimum statutory personal withholding tax liabilities with
           respect to the applicable taxing jurisdiction in order to comply with
           the requirements for a "fixed plan" under Accounting Principles Board
           Opinion No. 25), (ii) tendering shares of Common Stock previously
           issued pursuant to the exercise of a Stock Option or other shares of
           the Common Stock owned by the holder, or (iii) combining any or all
           of the foregoing Elections in any fashion. An Election shall be
           irrevocable. The withheld shares and other shares of Common Stock
           tendered in payment shall be valued at their Fair Market Value of the
           Common Stock on the Tax Date. The Committee may disapprove any
           Election, suspend or terminate the right to make Elections or provide
           that the right to make Elections shall not apply to particular shares
           or exercises. The Committee may impose any additional conditions or
           restrictions on the right to make an Election as it shall deem
           appropriate, including conditions or restrictions with respect to
           Section 16 of the Exchange Act.

     15.3. No Guarantee of Tax Consequences. No person connected with the Plan
           in any capacity, including, but not limited to, the Company, an
           Affiliate or a Group Company and their directors, officers, agents
           and employees makes any representation, commitment, or guarantee that
           any tax treatment, including, but not limited to, federal, state and
           local income, estate and gift tax treatment, will be applicable with
           respect to amounts deferred under the Plan, or paid to or for the
           benefit of a Participant under the Plan, or that such tax treatment
           will apply to or be available to a Participant on account of
           participation in the Plan.

16.  AMENDMENT AND TERMINATION

     16.1. Termination of Plan. The Board may suspend or terminate the Plan at
           any time with or without prior notice; provided, however, that no
           action authorized by this Section 16.1 shall reduce the amount of any
           outstanding Award or change the terms and conditions thereof without
           the Participants' consent.

     16.2. Amendment of Plan. The Board may amend the Plan at any time with or
           without prior notice; provided, however, that no action authorized by
           this Section 16.2 shall reduce the amount of any outstanding Award or
           change the terms and conditions thereof without the Participants'
           consent. No amendment of the Plan shall, without the approval of the
           stockholders of the Company:

           (a)  increase the total number of shares which may be issued under
                the Plan;

           (b)  increase the maximum number of shares with respect to all Awards
                measured in Common Stock that may be granted to any individual
                under the Plan;

                                      -20-
<PAGE>

           (c)  increase the maximum dollar amount that may be paid with respect
                to all Awards measured in cash; or

           (d)  modify the requirements as to eligibility for Awards under the
                Plan.

           In addition, the Plan shall not be amended without the approval of
           such amendment by the Company's stockholders if such amendment (i) is
           required under the rules and regulations of the stock exchange or
           national market system on which the Common Stock is listed or (ii)
           will disqualify any ISO granted hereunder.

     16.3. Amendment or Cancellation of Award Agreements. The Committee may
           amend or modify any Award Agreement at any time by mutual agreement
           between the Committee and the Participant or such other persons as
           may then have an interest therein. In addition, by mutual agreement
           between the Committee and a Participant or such other persons as may
           then have an interest therein, Awards may be granted to an Employee,
           Group Employee, Nonemployee Director or Independent Contractor in
           substitution and exchange for, and in cancellation of, any Awards
           previously granted to such Employee, Group Employee, Nonemployee
           Director or Independent Contractor under the Plan, or any award
           previously granted to such Employee, Group Employee, Nonemployee
           Director or Independent Contractor under any other present or future
           plan of the Company or any present or future plan of an entity which
           (i) is purchased by the Company, (ii) purchases the Company, or (iii)
           merges into or with the Company.

17.  MISCELLANEOUS

     17.1. Other Provisions. Awards granted under the Plan may also be subject
           to such other provisions (whether or not applicable to an Award
           granted to any other Participant) as the Committee determines on the
           date of grant to be appropriate, including, without limitation, for
           the installment purchase of Common Stock under Stock Options, to
           assist the Participant in financing the acquisition of Common Stock,
           for the forfeiture of, or restrictions on resale or other disposition
           of, Common Stock acquired under any Stock Option, for the
           acceleration of Vesting of Awards in the event of a Change in Control
           of the Company, for the payment of the value of Awards to
           Participants in the event of a Change in Control of the Company, or
           to comply with federal and state securities laws, or understandings
           or conditions as to the Participant's employment in addition to those
           specifically provided for under the Plan.

     17.2. Transferability. Each Award granted under the Plan to a Participant
           shall not be transferable otherwise than by will or the laws of
           descent and distribution, and Stock Options and SARs shall be
           exercisable, during the Participant's lifetime, only by the
           Participant. In the event of the death of a Participant, each Stock
           Option or SAR theretofore granted to him or her shall be exercisable
           during such

                                      -21-
<PAGE>

           period after his or her death as the Committee shall, in its sole
           discretion, set forth in the Award Agreement on the date of grant and
           then only by the executor or administrator of the estate of the
           deceased Participant or the person or persons to whom the deceased
           Participant's rights under the Stock Option or SAR shall pass by will
           or the laws of descent and distribution. Notwithstanding the
           foregoing, the Committee, in its sole discretion, may permit the
           transferability of a Stock Option (other than an ISO) by a
           Participant solely to members of the Participant's immediate family
           or trusts or family partnerships or other similar entities for the
           benefit of such persons, and subject to such terms, conditions,
           restrictions and/or limitations, if any, as the Committee may
           establish and include in the Award Agreement.

     17.3. Election to Defer Compensation Attributable to Award. The Committee
           may, in its sole discretion, allow a Participant to elect to defer
           the receipt of any compensation attributable to an Award under
           guidelines and procedures to be established by the Committee after
           taking into account the advice of the Company's tax counsel.

     17.4. Listing of Shares and Related Matters. If at any time the Committee
           shall determine that the listing, registration or qualification of
           the shares of Common Stock subject to an Award on any securities
           exchange or under any applicable law, or the consent or approval of
           any governmental regulatory authority, is necessary or desirable as a
           condition of, or in connection with, the granting of an Award or the
           issuance of shares of Common Stock thereunder, such Award may not be
           exercised, distributed or paid out, as the case may be, in whole or
           in part, unless such listing, registration, qualification, consent or
           approval shall have been effected or obtained free of any conditions
           not acceptable to the Committee.

     17.5. No Right, Title, or Interest in Company Assets. Participants shall
           have no right, title, or interest whatsoever in or to any investments
           which the Company may make to aid it in meeting its obligations under
           the Plan. Nothing contained in the Plan, and no action taken pursuant
           to its provisions, shall create or be construed to create a trust of
           any kind, or a fiduciary relationship between the Company and any
           Participant, beneficiary, legal representative or any other person.
           To the extent that any person acquires a right to receive payments
           from the Company under the Plan, such right shall be no greater than
           the right of an unsecured general creditor of the Company. All
           payments to be made hereunder shall be paid from the general funds of
           the Company and no special or separate fund shall be established and
           no segregation of assets shall be made to assure payment of such
           amounts except as expressly set forth in the Plan. The Plan is not
           intended to be subject to the Employee Retirement Income Security Act
           of 1974, as amended.

     17.6. No Right to Continued Employment or Service or to Grants. A
           Participant's rights, if any, to continue to serve the Company, an
           Affiliate or a Group Company

                                      -22-
<PAGE>

           as a director, officer, employee, independent contractor or
           otherwise, shall not be enlarged or otherwise affected by his or her
           designation as a Participant under the Plan, and the Company, the
           Affiliate and the Group Company reserve the right to terminate the
           employment of any Employee or Group Employee or the services of any
           Independent Contractor or director at any time. The adoption of the
           Plan shall not be deemed to give any Employee, Group Employee,
           Nonemployee Director, Independent Contractor or any other individual
           any right to be selected as a Participant or to be granted an Award.

     17.7. Awards Subject to Foreign Laws. The Committee may grant Awards to
           individual Participants who are subject to the tax laws of nations
           other than the United States, and such Awards may have terms and
           conditions as determined by the Committee as necessary to comply with
           applicable foreign laws. The Committee may take any action which it
           deems advisable to obtain approval of such Awards by the appropriate
           foreign governmental entity; provided, however, that no such Awards
           may be granted pursuant to this Section 17.7 and no action may be
           taken which would result in a violation of the Exchange Act or any
           other applicable law.

     17.8. Governing Law. The Plan, all Awards granted hereunder, and all
           actions taken in connection herewith shall be governed by and
           construed in accordance with the laws of the State of Delaware
           without reference to principles of conflict of laws, except as
           superseded by applicable federal law.

     17.9. Other Benefits. No Award granted under the Plan shall be considered
           compensation for purposes of computing benefits under any retirement
           plan of the Company, an Affiliate or a Group Company nor affect any
           benefits or compensation under any other benefit or compensation plan
           of the Company, and Affiliate or a Group Company, now or subsequently
           in effect.

    17.10. No Fractional Shares. No fractional shares of Common Stock shall be
           issued or delivered pursuant to the Plan or any Award. The Committee
           shall determine whether cash, Common Stock, Stock Options, or other
           property shall be issued or paid in lieu of fractional shares or
           whether such fractional shares or any rights thereto shall be
           forfeited or otherwise eliminated.

                                      -23-