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                                                                   EXHIBIT 10.11


                      INTEGRATED ELECTRICAL SERVICES, INC.
                        1999 INCENTIVE COMPENSATION PLAN


         SECTION 1.   Purpose of the Plan.

         The Integrated Electrical Services, Inc. 1999 Incentive Compensation
Plan (the "Plan") is intended to promote the interests of Integrated Electrical
Services, Inc., a Delaware corporation (the "Company"), by encouraging
employees, newly hired employees (including officers) and consultants of the
Company, its subsidiaries and affiliated entities to acquire or increase their
equity interest in the Company and to provide a means whereby employees may
develop a sense of proprietorship and personal involvement in the development
and financial success of the Company, and to encourage them to remain with and
devote their best efforts to the business of the Company thereby advancing the
interests of the Company and its stockholders. The Plan is also contemplated to
enhance the ability of the Company, its subsidiaries and affiliated entities to
attract and retain the services of individuals who are essential for the growth
and profitability of the Company.

         SECTION 2.   Definitions.

         As used in the Plan, the following terms shall have the meanings set
forth below:

         "Affiliate" shall mean (i) any entity that, directly or through one or
more intermediaries, is controlled by the Company and (ii) any entity in which
the Company has a significant equity interest, as determined by the Committee.

         "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Performance Award, Phantom Shares, Bonus Shares, Other Stock-Based Award
or Cash Award.

         "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

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

         "Bonus Shares" shall mean an award of Shares granted pursuant to
Section 6(e) of the Plan.

         "Cash Award" shall mean an award payable in cash granted pursuant to
Section 6(g) of the Plan.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations thereunder.
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         "Committee" shall mean the Compensation Committee of the Board.

         "Consultant" shall mean any individual who renders consulting services
or advice to the Company or an Affiliate for a fee, including any individual who
is a member of the Board or the Board of Directors of an Affiliate.

         "Employee" shall mean any employee of the Company or an Affiliate or
any person who has been extended an offer of employment by the Company or an
Affiliate (including officers).

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Fair Market Value" shall mean, with respect to Shares, the closing
price of a Share quoted on the Composite Tape, or if the Shares are not listed
on the New York Stock Exchange, on the principal United States securities
exchange registered under the Exchange Act on which such stock is listed, or if
the Shares are not listed on any such stock exchange, the last sale price, or if
none is reported, the highest closing bid quotation on the National Association
of Securities Dealers, Inc., Automated Quotations System or any successor system
then in use on the Date of Grant, or if none are available on such day, on the
next preceding day for which are available, or if no such quotations are
available, the fair market value on the date of grant of a Share as determined
in good faith by the Board. In the event the Shares are not publicly traded at
the time a determination of its fair market value is required to be made
hereunder, the determination of fair market value shall be made in good faith by
the Committee.

         "Non-Qualified Stock Option" or "NQO" shall mean an option granted
under the Plan that is not intended to be an Incentive Stock Option.

         "Option" shall mean a Non-Qualified Stock Option.

         "Other Stock-Based Award" shall mean an award granted pursuant to
Section 6(h) of the Plan that is not otherwise specifically provided for, the
value of which is based in whole or in part upon the value of a Share.

         "Participant" shall mean any Employee or Consultant granted an Award
under the Plan.

         "Performance Award" shall mean any right granted under Section 6(d) of
the Plan.

         "Person" shall mean individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.

         "Phantom Shares" shall mean an Award of the right to receive Shares
issued at the end of a Restricted Period which is granted pursuant to Section
6(f) of the Plan.




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         "Restricted Period" shall mean the period established by the Committee
with respect to an Award during which the Award either remains subject to
forfeiture or is not exercisable by the Participant.

         "Restricted Stock" shall mean any Share, prior to the lapse of
restrictions thereon, granted under Sections 6(c) of the Plan.

         "Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from time
to time.

         "SEC" shall mean the Securities and Exchange Commission, or any
successor thereto.

         "Shares" or "Common Shares" or "Common Stock" shall mean the common
stock of the Company, $0.01 par value, and such other securities or property as
may become the subject of Awards under the Plan.

         "Stock Appreciation Right" or "Right" shall mean any right to receive
the appreciation of Shares granted under Section 6(b) of the Plan.

         "Substitute Award" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by (i) a company
acquired by the Company or one or more of its Affiliates, or (ii) a company with
which the Company or one or more of its Affiliates combines.





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         SECTION 3.  Administration.

         The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan, including the power to grant Awards under the Plan, to the Chief Executive
Officer and the President of the Company, or either of them, subject to such
limitations on such delegated powers and duties as the Committee may impose;
including, without limitation, that to the extent any powers and duties of the
Committee are delegated to the Chief Executive Officer and President of the
Company, such powers shall not include the authority to make grants to any
Employee who is subject to Section 16(b) of the Securities Act of 1933, as
amended. Upon any such delegation all references in the Plan to the "Committee",
other than in Section 7, shall be deemed to include the Chief Executive Officer
and the President, or either of them. Notwithstanding the foregoing, the Board
shall also have the full powers of the Committee under the Plan and all
references to the Committee shall refer to the Board, or either of them. Subject
to the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards or other property, or
canceled, forfeited, or suspended and the method or methods by which Awards may
be settled, exercised canceled, forfeited, or suspended; (vi) determine whether,
to what extent, and under what circumstances cash, Shares, other securities,
other Awards, other property, and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (vii) interpret and administer the Plan and any instrument
or agreement relating to an Award made under the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive, and binding upon all Persons, including the Company, any
Affiliate, any Participant, any holder or beneficiary of any Award, any
stockholder and any Employee.

         SECTION 4.  Shares Available for Awards.

         (a) Shares Available. Subject to adjustment as provided in Section
4(c), (1) the number of Shares with respect to which Awards may be granted under
the Plan during any fiscal year of the Company shall be 5,500,000. If any Award
under either plan is forfeited or otherwise terminates or is canceled without
the delivery of Shares or other consideration, then the Shares covered by such




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Award, to the extent of such forfeiture, termination or cancellation, shall
again be Shares with respect to which Awards may be granted under such plan.

         (b) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

         (c) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number and type of Shares
(or other securities or property) with respect to which Awards may be granted,
(ii) the number and type of Shares (or other securities or property) subject to
outstanding Awards, and (iii) the grant or exercise price with respect to any
Award or, if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Award; provided, that the number of Shares subject to any
Award denominated in Shares shall always be a whole number.

         SECTION 5.   Eligibility.

         Any Employee or Consultant shall be eligible to be designated a
Participant; provided, however, in no event during the three-year period
following the effective date of this amendment may the aggregate number of
Shares granted under this Plan to executive officers during such three-year
period exceed 50% of the total number of Shares granted to all Employees under
the Plan during such period. Further, this Plan shall be administered at all
times in the manner necessary for the Plan to qualify as a "broad based" plan
for purposes of the New York Stock Exchange rules.

         SECTION 6.   Awards.

         (a) Options. Subject to the provisions of the Plan, the Committee shall
have the authority to determine the Participants to whom Options shall be
granted, the number of Shares to be covered by each Option, the purchase price
therefor and the conditions and limitations applicable to the exercise of the
Option, including the following terms and conditions and such additional terms
and conditions, as the Committee shall determine, that are not inconsistent with
the provisions of the Plan.

                  (i) Exercise Price. The purchase price per Share purchasable
         under an Option shall be determined by the Committee at the time the
         Option is granted.

                  (ii) Time and Method of Exercise. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part, and the method or methods



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         by which, and the form or forms (which may include, without limitation,
         cash, check acceptable to the Company, Shares already-owned for more
         than six months, outstanding Awards, Shares that would otherwise be
         acquired upon exercise of the Option, a "cashless-broker" exercise
         (through procedures approved by the Company), other securities or other
         property, or any combination thereof, having a Fair Market Value on the
         exercise date equal to the relevant exercise price) in which payment of
         the exercise price with respect thereto may be made or deemed to have
         been made.

         (b) Stock Appreciation Rights. Subject to the provisions of the Plan,
the Committee shall have the authority to determine the Participants to whom
Stock Appreciation Rights shall be granted, the number of Shares to be covered
by each Stock Appreciation Right Award, the grant price thereof and the
conditions and limitations applicable to the exercise thereof. A Stock
Appreciation Right may be granted in tandem with another Award, in addition to
another Award, or freestanding and unrelated to another Award. A Stock
Appreciation Right granted in tandem with or in addition to another Award may be
granted either at the same time as such other Award or at a later time.

                  (i) Grant Price. The grant price of a Stock Appreciation Right
         shall be determined by the Committee on the date of grant.

                  (ii) Other Terms and Conditions. Subject to the terms of the
         Plan and any applicable Award Agreement, the Committee shall determine,
         at or after the grant of a Stock Appreciation Right, the term, methods
         of exercise, methods of settlement, and any other terms and conditions
         of any Stock Appreciation Right. Any such determination by the
         Committee may be changed by the Committee from time to time and may
         govern the exercise of Stock Appreciation Rights granted or exercised
         prior to such determination as well as Stock Appreciation Rights
         granted or exercised thereafter. The Committee may impose such
         conditions or restrictions on the exercise of any Stock Appreciation
         Right as it shall deem appropriate.

         (c) Restricted Stock. Subject to the provisions of the Plan, the
Committee shall have the authority to determine the Participants to whom
Restricted Stock shall be granted, the number of Shares of Restricted Stock to
be granted to each such Participant, the duration of the Restricted Period
during which, and the conditions, including performance criteria, if any, under
which, the Restricted Stock may be forfeited to the Company, and the other terms
and conditions of such Awards.

                  (i) Dividends. Dividends paid on Restricted Stock may be paid
         directly to the Participant, may be subject to risk of forfeiture
         and/or transfer restrictions during any period established by the
         Committee or sequestered and held in a bookkeeping cash account (with
         or without interest) or reinvested on an immediate or deferred basis in
         additional shares of Common Stock, which credit or shares may be
         subject to the same restrictions as the underlying Award or such other
         restrictions, all as determined by the Committee in its discretion.




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                  (ii) Registration. Any Restricted Stock may be evidenced in
         such manner as the Committee shall deem appropriate, including, without
         limitation, book-entry registration or issuance of a stock certificate
         or certificates. In the event any stock certificate is issued in
         respect of Restricted Stock granted under the Plan, such certificate
         shall be registered in the name of the Participant and shall bear an
         appropriate legend referring to the terms, conditions, and restrictions
         applicable to such Restricted Stock.

                  (iii) Forfeiture and Restrictions Lapse. Except as otherwise
         determined by the Committee or the terms of the Award that granted the
         Restricted Stock, upon termination of a Participant's employment (as
         determined under criteria established by the Committee) for any reason
         during the applicable Restricted Period, all Restricted Stock shall be
         forfeited by the Participant and re-acquired by the Company. The
         Committee may, when it finds that a waiver would be in the best
         interests of the Company, waive in whole or in part any or all
         remaining restrictions with respect to such Participant's Restricted
         Stock. Unrestricted Shares, evidenced in such manner as the Committee
         shall deem appropriate, shall be issued to the holder of Restricted
         Stock promptly after the applicable restrictions have lapsed or
         otherwise been satisfied.

                  (iv) Transfer Restrictions. During the Restricted Period,
         Restricted Stock will be subject to the limitations on transfer as
         provided in Section 6(j)(iii).

         (d) Performance Awards. The Committee shall have the authority to
determine the Participants who shall receive a Performance Award, which shall be
denominated as a cash amount at the time of grant and confer on the Participant
the right to receive payment of such Award, in whole or in part, upon the
achievement of such performance goals during such performance periods as the
Committee shall establish with respect to the Award.

                  (i) Terms and Conditions. Subject to the terms of the Plan and
         any applicable Award Agreement, the Committee shall determine the
         performance goals to be achieved during any performance period, the
         length of any performance period, the amount of any Performance Award
         and the amount of any payment or transfer to be made pursuant to any
         Performance Award.

                  (ii) Payment of Performance Awards. Performance Awards may be
         paid (in cash and/or in Shares, in the sole discretion of the
         Committee) in a lump sum or in installments following the close of the
         performance period, in accordance with procedures established by the
         Committee with respect to such Award.

         (e) Bonus Shares. The Committee shall have the authority, in its
discretion, to grant Bonus Shares to Participants. Each Bonus Share shall
constitute a transfer of an unrestricted Share to the Participant, without other
payment therefor, as additional compensation for the Participant's services to
the Company.




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         (f) Phantom Shares. The Committee shall have the authority to grant
Awards of Phantom Shares to Participants upon such terms and conditions as the
Committee may determine.

                  (i) Terms and Conditions. Each Phantom Share Award shall
         constitute an agreement by the Company to issue or transfer a specified
         number of Shares or pay an amount of cash equal to a specified number
         of Shares, or a combination thereof to the Participant in the future,
         subject to the fulfillment during the Restricted Period of such
         conditions, including performance objectives, if any, as the Committee
         may specify at the date of grant. During the Restricted Period, the
         Participant shall not have any right to transfer any rights under the
         subject Award, shall not have any rights of ownership in the Phantom
         Shares and shall not have any right to vote such shares.

                  (ii) Dividends. Any Phantom Share award may provide that any
         or all dividends or other distributions paid on Shares during the
         Restricted Period be credited in a cash bookkeeping account (without
         interest) or that equivalent additional Phantom Shares be awarded,
         which account or shares may be subject to the same restrictions as the
         underlying Award or such other restrictions as the Committee may
         determine.

         (g) Cash Awards. The Committee shall have the authority to determine
the Participants to whom Cash Awards shall be granted, the amount, and the terms
or conditions, if any, as additional compensation for the Participant's services
to the Company or its Affiliates. A Cash Award may be granted (simultaneously or
subsequently) separately or in tandem with another Award and may entitle a
Participant to receive a specified amount of cash from the Company upon such
other Award becoming taxable to the Participant, which cash amount may be based
on a formula relating to the anticipated taxable income associated with such
other Award and the payment of the Cash Award.

         (h) Other Stock-Based Awards. The Committee may also grant to
Participants an Other Stock-Based Award, which shall consist of a right which is
an Award denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares as is deemed by the Committee to be
consistent with the purposes of the Plan. Subject to the terms of the Plan, the
Committee shall determine the terms and conditions of any such Other Stock-Based
Award.

         (i) Replacement Grants. Awards may be granted from time to time in
substitution for similar awards held by employees of other corporations who
become Participants as the result of a merger or consolidation of the employing
corporation with the Company or any subsidiary, or the acquisition by the
Company or any subsidiary of the assets of the employing corporation, or the
acquisition by the Company or any subsidiary or an affiliate of stock of the
employing corporation. The terms and conditions of substitute Awards granted may
vary from the terms and conditions set forth in the Plan, to the extent the
Committee, at the time of grant, deems it appropriate to conform, in whole or in
part, to the provisions of awards in substitution for which they are granted.




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         (j)      General.

                  (i) Awards May Be Granted Separately or Together. Awards may,
         in the discretion of the Committee, be granted either alone or in
         addition to, in tandem with, or in substitution for any other Award
         granted under the Plan or any award granted under any other plan of the
         Company or any Affiliate. Awards granted in addition to or in tandem
         with other Awards or awards granted under any other plan of the Company
         or any Affiliate may be granted either at the same time as or at a
         different time from the grant of such other Awards or awards.

                  (ii) Forms of Payment by Company Under Awards. Subject to the
         terms of the Plan and of any applicable Award Agreement, payments or
         transfers to be made by the Company or an Affiliate upon the grant,
         exercise or payment of an Award may be made in such form or forms as
         the Committee shall determine, including, without limitation, cash,
         Shares, other securities, other Awards or other property, or any
         combination thereof, and may be made in a single payment or transfer,
         in installments, or on a deferred basis, in each case in accordance
         with rules and procedures established by the Committee. Such rules and
         procedures may include, without limitation, provisions for the payment
         or crediting of reasonable interest on installment or deferred
         payments.

                  (iii)    Limits on Transfer of Awards.

                           (A) Except as provided in (C) below, each Award, and
                  each right under any Award, shall be exercisable only by the
                  Participant during the Participant's lifetime, or, if
                  permissible under applicable law, by the Participant's
                  guardian or legal representative as determined by the
                  Committee.


                           (B) Except as provided in (C) below, no Award and no
                  right under any such Award may be assigned, alienated,
                  pledged, attached, sold or otherwise transferred or encumbered
                  by a Participant otherwise than by will or by the laws of
                  descent and distribution (or, in the case of Restricted Stock,
                  to the Company) and any such purported assignment, alienation,
                  pledge, attachment, sale, transfer or encumbrance shall be
                  void and unenforceable against the Company or any Affiliate.

                           (C) Notwithstanding anything in the Plan to the
                  contrary, to the extent specifically provided by the Committee
                  with respect to a grant, a Nonqualified Stock Option may be
                  transferred to immediate family members or related family
                  trusts, limited partnerships or similar entities or on such
                  terms and conditions as the Committee may establish.

                  (iv) Term of Awards. The term of each Award shall be for such
         period as may be determined by the Committee; provided, that in no
         event shall the term of any Award exceed a period of 10 years from the
         date of its grant.




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                  (v) Share Certificates. All certificates for Shares or other
         securities of the Company or any Affiliate delivered under the Plan
         pursuant to any Award or the exercise thereof shall be subject to such
         stop transfer orders and other restrictions as the Committee may deem
         advisable under the Plan or the rules, regulations, and other
         requirements of the SEC, any stock exchange upon which such Shares or
         other securities are then listed, and any applicable Federal or state
         laws, and the Committee may cause a legend or legends to be put on any
         such certificates to make appropriate reference to such restrictions.

                  (vi) Consideration for Grants. Awards may be granted for no
         cash consideration or for such consideration as the Committee
         determines including, without limitation, such minimal cash
         consideration as may be required by applicable law.

                  (vii) Delivery of Shares or other Securities and Payment by
         Participant of Consideration. No Shares or other securities shall be
         delivered pursuant to any Award until payment in full of any amount
         required to be paid pursuant to the Plan or the applicable Award
         Agreement (including, without limitation, any exercise price, tax
         payment or tax withholding) is received by the Company. Such payment
         may be made by such method or methods and in such form or forms as the
         Committee shall determine, including, without limitation, cash, Shares,
         other securities, other Awards or other property, withholding of
         Shares, cashless exercise with simultaneous sale, or any combination
         thereof; provided that the combined value, as determined by the
         Committee, of all cash and cash equivalents and the Fair Market Value
         of any such Shares or other property so tendered to the Company, as of
         the date of such tender, is at least equal to the full amount required
         to be paid pursuant to the Plan or the applicable Award Agreement to
         the Company.

         SECTION 7.   Amendment and Termination.

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

                  (i) Amendments to the Plan. The Board or the Committee may
         amend, alter, suspend, discontinue, or terminate the Plan without the
         consent of any stockholder, Participant, other holder or beneficiary of
         an Award, or other Person.

                  (ii) Amendments to Awards. The Committee may waive any
         conditions or rights under, amend any terms of, or alter any Award
         theretofore granted, provided no change, other than pursuant to Section
         7(iii), in any Award shall reduce the benefit to Participant without
         the consent of such Participant.

                  (iii) Adjustment of Awards Upon the Occurrence of Certain
         Unusual or Nonrecurring Events. The Committee is hereby authorized to
         make adjustments in the terms and conditions of, and the criteria
         included in, Awards in recognition of unusual or nonrecurring events
         (including, without limitation, the events described in Section 4(c) of
         the Plan) affecting the Company, any Affiliate, or the financial
         statements of the Company



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         or any Affiliate, or of changes in applicable laws, regulations, or
         accounting principles, whenever the Committee determines that such
         adjustments are appropriate in order to prevent dilution or enlargement
         of the benefits or potential benefits intended to be made available
         under the Plan.

         SECTION 8.   Change in Control.

         Notwithstanding any other provision of this Plan to the contrary, in
the event of a Change in Control of the Company all outstanding Awards
automatically shall become fully vested immediately prior to such Change in
Control (or such earlier time as set by the Committee), all restrictions, if
any, with respect to such Awards shall lapse, and all performance criteria, if
any, with respect to such Awards shall be deemed to have been met in full. For
purposes of this Plan, a "Change in Control" shall be deemed to occur:

               (i) if any person, entity or group (as such terms are used in
        Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
        amended (the "Act"), other than the Company or its subsidiaries or an
        employee benefit plan of the Company or its subsidiaries, acquires,
        directly or indirectly, the beneficial ownership (as defined in Section
        13(d) of the Act) of any voting security of the Company and immediately
        after such acquisition such person is, directly or indirectly, the
        beneficial owner of voting securities representing 20% or more of the
        total voting power of all of the then outstanding voting securities of
        the Company entitled to vote generally in the election of directors;

               (ii) upon the first purchase of the Company's common stock
        pursuant to a tender or exchange offer (other than a tender or exchange
        offer made by the Company);

               (iii) if the stockholders of the Company shall approve a merger,
        consolidation, recapitalization or reorganization of the Company, or a
        reverse stock split of outstanding voting securities, or consummation of
        any such transaction if stockholder approval is not obtained, other than
        any such transaction which would result in at least 75% of the total
        voting power represented by the voting securities of the surviving
        entity outstanding immediately after such transaction being beneficially
        owned by the holders of all of the outstanding voting securities of the
        Company immediately prior to the transactions with the voting power of
        each such continuing holder relative to other such continuing holders
        not substantially altered in the transaction;

               (iv) if the stockholders of the Company shall approve a plan of
        complete liquidation or dissolution of the Company or an agreement for
        the sale or disposition by the Company of all or substantially all of
        the Company's assets; or

               (v) if, at any time during any period of two consecutive years,
        individuals who at the beginning of such period constitute the Board
        cease for any reason to constitute at least a majority thereof, unless
        the election or nomination for the election by the Company's



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        stockholders of each new director was approved by a vote of at least
        two-thirds of the directors then still in office who were directors at
        the beginning of the period.

        SECTION 9.   General Provisions.

        (a) No Rights to Awards. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

        (b) Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or under
the Plan or from any compensation or other amount owing to a Participant the
amount (in cash, Shares, other securities, Shares that would otherwise be issued
pursuant to such Award, other Awards or other property) of any applicable taxes
payable in respect of an Award, its exercise, the lapse of restrictions thereon,
or any payment or transfer under an Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes. In addition, the Committee may
provide, in an Award Agreement, that the Participant may direct the Company to
satisfy such Participant's tax obligation through the withholding of Shares
otherwise to be acquired upon the exercise or payment of such Award.

        (c) No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

        (d) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable Federal law.

        (e) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

        (f) Other Laws. The Committee may refuse to issue or transfer any Shares
or other consideration under an Award if, acting in its sole discretion, it
determines that the issuance of transfer or such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with


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<PAGE>   13

the exercise of such Award shall be promptly refunded to the relevant
Participant, holder or beneficiary.

        (g) No Trust or Fund Created. Neither the Plan nor the Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any general unsecured creditor of the
Company or any Affiliate.

        (h) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

        (i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

        (j) Parachute Tax Gross-Up. To the extent that the grant, payment, or
acceleration of vesting or payment, whether in cash or stock, of any Award made
to a Participant under the Plan (a "Benefit") is subject to a golden parachute
excise tax under Section 4999(a) of the Code (a "Parachute Tax"), the Company
shall pay such person an amount of cash (the "Gross-up Amount") such that the
"net" Benefit received by the person under this Plan, after paying all
applicable Parachute Taxes (including those on the Gross-up Amount) and any
federal or state taxes on the Gross-up Amount, shall be equal to the Benefit
that such person would have received if such Parachute Tax had not been
applicable.

        SECTION 10.   Effective Date of the Plan.

        The Plan shall be effective as of the date of its original approval by
the Board.

        SECTION 11.   Term of the Plan.

        No Award shall be granted under the Plan after the 10th anniversary of
the original approval date of the Plan. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award granted
prior to such termination, and the authority of the Board or the Committee to
amend, alter, adjust, suspend, discontinue, or terminate any such Award or to
waive any conditions or rights under such Award, shall extend beyond such
termination date.




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