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                                                                   Exhibit 10.12


                          STANDARD PARKING CORPORATION
                            LONG-TERM INCENTIVE PLAN


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                                TABLE OF CONTENTS

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I.      PURPOSE.................................................................1

II.     DEFINITIONS.............................................................2

     AFFILIATE..................................................................2

     AWARD......................................................................2

     AWARD AGREEMENT............................................................2

     BOARD......................................................................2

     CASH AWARD.................................................................2

     CODE.......................................................................2

     COMMITTEE..................................................................2

     COMMON STOCK...............................................................2

     COMPANY....................................................................3

     DISABILITY OR DISABLED.....................................................3

     DIVIDEND EQUIVALENT........................................................3

     ELIGIBLE EMPLOYEE..........................................................3

     EXCHANGE ACT...............................................................3

     FAIR MARKET VALUE..........................................................3

     INCENTIVE OPTION...........................................................3

     KEY NON-EMPLOYEE...........................................................3

     NON-EMPLOYEE BOARD MEMBER..................................................3

     NONSTATUTORY OPTION........................................................4

     OPTION.....................................................................4

     OTHER STOCK-BASED AWARD....................................................4

     PARTICIPANT................................................................4

     PERFORMANCE AWARD..........................................................4

     PLAN.......................................................................4

     RESTRICTED STOCK...........................................................4
</Table>

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     RIGHT......................................................................4

     SHARES.....................................................................4

III.    SHARES SUBJECT TO THE PLAN..............................................4

IV.     ADMINISTRATION OF THE PLAN..............................................5

V.      ELIGIBILITY FOR PARTICIPATION...........................................6

VI.     AWARDS UNDER THIS PLAN..................................................7

     INCENTIVE OPTION...........................................................7

     NONSTATUTORY OPTION........................................................7

     RESTRICTED STOCK...........................................................7

     STOCK APPRECIATION RIGHT...................................................8

     DIVIDEND EQUIVALENTS.......................................................8

     OTHER STOCK-BASED AWARDS...................................................8

     PERFORMANCE AWARDS.........................................................8

     CASH AWARDS................................................................8

VII.    TERMS AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY OPTIONS......8

     OPTION PRICE...............................................................8

     NUMBER OF SHARES...........................................................9

     TERM OF OPTION.............................................................9

     DATE OF EXERCISE...........................................................9

     MEDIUM OF PAYMENT..........................................................9

     TERMINATION OF EMPLOYMENT..................................................10

     TOTAL AND PERMANENT DISABILITY.............................................11

     DEATH......................................................................11

     EXERCISE OF OPTION AND ISSUANCE OF STOCK...................................12

     RIGHTS AS A STOCKHOLDER....................................................12
</Table>

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     ASSIGNABILITY AND TRANSFERABILITY OF OPTION...............................13

     OTHER PROVISIONS..........................................................13

     PURCHASE FOR INVESTMENT...................................................13

VIII.   TERMS AND CONDITIONS OF RESTRICTED STOCK...............................14

IX.     AND CONDITIONS OF STOCK APPRECIATION RIGHTS............................15

X.      TERMS AND CONDITIONS OF DIVIDEND EQUIVALENTS...........................16

XI.     TERMS AND CONDITIONS OF OTHER STOCK BASED AWARDS.......................16

XII.    TERMS AND CONDITIONS OF PERFORMANCE AWARDS.............................16

XIII.   TERMS AND CONDITIONS OF CASH AWARDS....................................18

XIV.    TERMINATION OF EMPLOYMENT OR SERVICE...................................19

     RETIREMENT UNDER A COMPANY OR AFFILIATE RETIREMENT PLAN...................19

     RESIGNATION IN THE BEST INTERESTS OF THE COMPANY OR AN AFFILIATE..........19

     DEATH OR DISABILITY OF A PARTICIPANT......................................19

XV.     CANCELLATION AND RESCISSION OF AWARDS..................................20

XVI.    PAYMENT OF RESTRICTED STOCK, RIGHTS, OTHER STOCK-BASED AWARDS,
PERFORMANCE AWARDS AND CASH AWARDS.............................................21

XVII.   WITHHOLDING............................................................21

XVIII.  SAVINGS CLAUSE.........................................................22

XIX.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS.....22

XX.     DISSOLUTION OR LIQUIDATION OF THE COMPANY..............................23

XXI.    TERMINATION OF THE PLAN................................................23

XXII.   AMENDMENT OF THE PLAN..................................................23
</Table>

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XXIII.  EMPLOYMENT RELATIONSHIP................................................24

XXIV.   INDEMNIFICATION OF COMMITTEE...........................................24

XXV.    UNFUNDED PLAN..........................................................24

XXVI.   MITIGATION OF EXCISE TAX...............................................25

XXVII.  EFFECTIVE DATE.........................................................25

XXVIII. FOREIGN JURISDICTIONS..................................................25

XXIX.   DEFERRAL OF AWARDS.....................................................25

XXX.    GOVERNING LAW..........................................................26
</Table>

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I.      PURPOSE

        The Standard Parking Corporation Long-Term Incentive Plan is adopted
effective May 1, 2004. The Plan is an amendment and restatement of the
APCOA/Standard Parking, Inc. 2001 Stock Option Plan (the "PRIOR PLAN").
Notwithstanding the terms of the Plan, Options granted under the Prior Plan
shall continue to be subject to the terms of the Award Agreements pursuant to
which they were originally granted.

        The Plan is designed to attract, retain and motivate selected Eligible
Employees and Key Non-Employees of the Company and its Affiliates, and reward
them for making major contributions to the success of the Company. These
objectives are accomplished by making long-term incentive awards under the Plan
that will offer Participants an opportunity to have a greater proprietary
interest in, and closer identity with, the Company and its Affiliates and their
financial success.

        The Awards may consist of:

              1.   Incentive Options;

              2.   Nonstatutory Options;

              3.   Restricted Stock;

              4.   Rights;

              5.   Dividend Equivalents;

              6.   Other Stock-Based Awards;

              7.   Performance Awards; or

              8.   Cash Awards;

or any combination of the foregoing, as the Committee may determine.

        The Plan is intended to qualify certain compensation awarded under the
Plan for tax deductibility under Section 162(m) of the Code to the extent deemed
appropriate by the Committee. The amendment and restatement of the Plan, and the
subsequent grant of Awards hereunder, are expressly conditioned upon the
approval of the amendment and restatement of the Plan by the stockholders of the
Company. If such approval is not obtained, then this amendment and restatement
of the Plan and all Awards subsequently granted hereunder shall be null and void
AB INITIO.

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II.     DEFINITIONS

        A.    AFFILIATE means any individual, corporation, partnership,
association, limited liability company, joint-stock company, trust,
unincorporated association or other entity (other than the Company) that, for
purposes of Section 424 of the Code, is a parent or subsidiary of the Company,
direct or indirect.

        B.    AWARD means the grant to any Eligible Employee or Key Non-Employee
of any form of Option, Restricted Stock, Right, Dividend Equivalent, Other
Stock-Based Award, Performance Award, or Cash Award, whether granted singly, in
combination, or in tandem, and pursuant to such terms, conditions, and
limitations as the Committee may establish in order to fulfill the objectives of
the Plan.

        C.    AWARD AGREEMENT means a written agreement entered into between the
Company and a Participant under which an Award is granted and which sets forth
the terms, conditions, and limitations applicable to the Award.

        D.    BOARD means the Board of Directors of the Company.

        E.    CASH AWARD means an Award of cash, subject to the requirements of
Article XIII and such other restrictions as the Committee deems appropriate or
desirable.

        F.    CODE means the Internal Revenue Code of 1986, as amended from time
to time, or any successor statute thereto. References to any provision of the
Code shall be deemed to include regulations thereunder and successor provisions
and regulations thereto.

        G.    COMMITTEE means the committee to which the Board delegates the
power to act under or pursuant to the provisions of the Plan, or the Board if no
committee is selected. If the Board delegates powers to a committee, and if the
Company is or becomes subject to Section 16 of the Exchange Act, then, if
necessary for compliance therewith, such committee shall consist initially of
not less than two (2) members of the Board, each member of which must be a
"non-employee director," within the meaning of the applicable rules promulgated
pursuant to the Exchange Act. If the Company is or becomes subject to Section 16
of the Exchange Act, no member of the Committee shall receive any Award pursuant
to the Plan or any similar plan of the Company or any Affiliate while serving on
the Committee, unless the Board determines that the grant of such an Award
satisfies the then current Rule 16b-3 requirements under the Exchange Act.
Notwithstanding anything herein to the contrary, and insofar as the Board
determines that it is desirable in order for compensation recognized by
Participants pursuant to the Plan to be fully deductible to the Company for
federal income tax purposes, each member of the Committee also shall be an
"outside director" (as defined in regulations or other guidance issued by the
Internal Revenue Service under Code Section 162(m)).

        H.    COMMON STOCK means the common stock of the Company.

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        I.    COMPANY means Standard Parking Corporation, a Delaware
corporation, and includes any successor or assignee corporation or corporations
into which the Company may be merged, changed, or consolidated; any corporation
for whose securities the securities of the Company shall be exchanged; and any
assignee of, or successor to, substantially all of the assets of the Company.

        J.    DISABILITY OR DISABLED means a permanent and total disability as
defined in Section 22(e)(3) of the Code.

        K.    DIVIDEND EQUIVALENT means an Award subject to the requirements of
Article X.

        L.    ELIGIBLE EMPLOYEE means an employee of the Company or of an
Affiliate who is designated by the Committee as being eligible to be granted one
or more Awards under the Plan.

        M.    EXCHANGE ACT means the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute thereto. References to any provision
of the Exchange Act shall be deemed to include rules promulgated thereunder and
successor provisions and rules thereto.

        N.    FAIR MARKET VALUE means, if the Shares are listed on any national
securities exchange, the closing sales price, if any, on the largest such
exchange on the valuation date, or, if none, on the most recent trade date
immediately prior to the valuation date provided such trade date is no more than
thirty (30) days prior to the valuation date. If the Shares are not then listed
on any such exchange, the fair market value of such Shares shall be the closing
sales price if such a closing price is reported, or otherwise the mean between
the closing "Bid" and the closing "Ask" prices, if any, as reported in the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
for the valuation date, or if none, on the most recent trade date immediately
prior to the valuation date provided such trade date is no more than thirty (30)
days prior to the valuation date. If the Shares are not then either listed on
any such exchange or quoted in NASDAQ, or there has been no trade date within
such thirty (30) day period, the fair market value shall be the mean between the
average of the "Bid" and the average of the "Ask" prices, if any, as reported in
the National Daily Quotation System for the valuation date, or, if none, for the
most recent trade date immediately prior to the valuation date, provided such
trade date is no more than thirty (30) days prior to the valuation date. If the
fair market value cannot be determined under the preceding three sentences, it
shall be determined in good faith by the Committee.

        O.    INCENTIVE OPTION means an Option that, when granted, is intended
to be an "incentive stock option," as defined in Section 422 of the Code.

        P.    KEY NON-EMPLOYEE means a Non-Employee Board Member, consultant,
advisor or independent contractor of the Company or of an Affiliate who is
designated by the Committee as being eligible to be granted one or more Awards
under the Plan.

        Q.    NON-EMPLOYEE BOARD MEMBER means a director of the Company who is
not an employee of the Company or any of its Affiliates. For purposes of the
Plan, a Non-Employee

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Board Member shall be deemed to include the employer or other designee of such
Non-Employee Board Member, if the Non-Employee Board Member is required, as a
condition of his or her employment, to provide that any Award granted hereunder
be made to the employer or other designee.

        R.    NONSTATUTORY OPTION means an Option that, when granted, is not
intended to be an "incentive stock option," as defined in Section 422 of the
Code, or that subsequently fails to comply with the requirements of Section 422
of the Code.

        S.    OPTION means a right or option to purchase Common Stock, including
Restricted Stock if the Committee so determines.

        T.    OTHER STOCK-BASED AWARD means a grant or sale of Common Stock that
is valued in whole or in part based upon the Fair Market Value of Common Stock.

        U.    PARTICIPANT means an Eligible Employee or Key Non-Employee to whom
one or more Awards are granted under the Plan.

        V.    PERFORMANCE AWARD means an Award subject to the requirements of
Article XII, and such performance conditions as the Committee deems appropriate
or desirable.

        W.    PLAN means the Standard Parking Corporation Long-Term Incentive
Plan, as amended from time to time.

        X.    RESTRICTED STOCK means an Award made in Common Stock or
denominated in units of Common Stock and delivered under the Plan, subject to
the requirements of Article VIII, such other restrictions as the Committee deems
appropriate or desirable, and as awarded in accordance with the terms of the
Plan.

        Y.    RIGHT means a stock appreciation right delivered under the Plan,
subject to the requirements of Article IX and as awarded in accordance with the
terms of the Plan.

        Z.    SHARES means the following shares of the capital stock of the
Company as to which Options or Restricted Stock have been or may be granted
under the Plan and upon which Rights, units of Restricted Stock or Other
Stock-Based Awards may be based: treasury or authorized but unissued Common
Stock, $.001 par value, of the Company, or any shares of capital stock into
which the Shares are changed or for which they are exchanged within the
provisions of Article XIX of the Plan.

III.    SHARES SUBJECT TO THE PLAN

        The aggregate number of Shares as to which Awards may be granted from
time to time shall be 1,000,000 (subject to adjustment for stock splits,
stock dividends, and other adjustments described in Article XIX hereof).

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        In accordance with Code Section 162(m), if applicable, the aggregate
number of Shares as to which Awards may be granted in any one calendar year
to any one Eligible Employee shall not exceed Five Hundred Thousand (500,000)
Shares (subject to adjustment for stock splits, stock dividends, and other
adjustments described in Article XIX hereof).

        From time to time, the Committee and/or appropriate officers of the
Company shall take whatever actions are necessary to file required documents
with governmental authorities and/or stock exchanges so as to make Shares
available for issuance pursuant to the Plan. Shares subject to Awards that
expire unexercised or are forfeited, terminated, canceled by agreement of the
Company and the Participant, settled in cash in lieu of Common Stock or in such
manner that all or some of the Shares covered by such Awards are not issued to a
Participant (or, if issued to the Participant, are returned to the Company by
the Participant pursuant to a right of repurchase or right of first refusal
exercised by the Company), or are exchanged for Awards that do not involve
Common Stock, shall immediately become available for Awards. In addition, if the
exercise price of any Award is satisfied by tendering Shares to the Company (by
actual delivery or attestation), only the number of Shares issued net of the
Shares tendered shall be deemed delivered for purposes of determining the
maximum number of Shares available for Awards. Awards payable in cash shall not
reduce the number of Shares available for Awards under the Plan.

IV.     ADMINISTRATION OF THE PLAN

        The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum at any meeting thereof (including by
telephone conference) and the acts of a majority of the members present, or acts
approved in writing by a majority of the entire Committee without a meeting,
shall be the acts of the Committee for purposes of this Plan. The Committee may
authorize one or more of its members or an officer of the Company to execute and
deliver documents on behalf of the Committee. A member of the Committee shall
not exercise any discretion respecting himself or herself under the Plan. The
Board shall have the authority to remove, replace or fill any vacancy of any
member of the Committee upon notice to the Committee and the affected member.
Any member of the Committee may resign upon notice to the Board. The Committee
may allocate among one or more of its members, or may delegate to one or more of
its agents, such duties and responsibilities as it determines. Subject to the
provisions of the Plan, the Committee is authorized to:

        A.    Interpret the provisions of the Plan and any Award or Award
Agreement, and make all rules and determinations that it deems necessary or
advisable relating to the administration of the Plan;

        B.    Determine which employees of the Company or an Affiliate shall be
designated as Eligible Employees and which of the Eligible Employees shall be
granted Awards;

        C.    Determine the Key Non-Employees to whom Awards, other than
Incentive Options for which Key Non-Employees shall not be eligible, shall be
granted;

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        D.    Determine whether an Option to be granted shall be an Incentive
Option or Nonstatutory Option;

        E.    Determine the number of Shares for which an Option, Restricted
Stock or Other Stock-Based Award shall be granted;

        F.    Determine the number of Rights, the Cash Award or the Performance
Award to be granted;

        G.    Provide for the acceleration of the right to exercise any Award;
and

        H.    Specify the terms, conditions, and limitations upon which Awards
may be granted;

provided, however, that with respect to Incentive Options, all such
interpretations, rules, determinations, terms, and conditions shall be made and
prescribed in the context of preserving the tax status of the Incentive Options
as "incentive stock options" within the meaning of Section 422 of the Code.

        If permitted by applicable law, and in accordance with any such law, the
Committee may delegate to the chief executive officer and to other senior
officers of the Company or its Affiliates its duties under the Plan pursuant to
such conditions or limitations as the Committee may establish, except that only
the Committee may select, and grant Awards to, Participants who are subject to
Section 16 of the Exchange Act. All determinations of the Committee shall be
made by a majority of its members. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Award.

        The Committee shall have the authority at any time to cancel Awards for
reasonable cause and/or to provide for the conditions and circumstances under
which Awards shall be forfeited.

        Any determination made by the Committee pursuant to the provisions of
the Plan shall be made in its sole discretion and, in the case of any
determination relating to an Award, may be made at the time of the grant of the
Award or, unless in contravention of any express term of the Plan or any
Agreement, at any time thereafter. All decisions made by the Committee pursuant
to the provisions of the Plan shall be final and binding on all persons,
including the Company and the Participants. No determination shall be subject to
DE NOVO review if challenged in court.

V.      ELIGIBILITY FOR PARTICIPATION

        Awards may be granted under this Plan only to Eligible Employees and Key
Non-Employees. The foregoing notwithstanding, each Participant receiving an
Incentive Option must be an Eligible Employee of the Company or of an Affiliate
at the time the Incentive Option is granted.

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        The Committee may, at any time and from time to time, grant one or more
Awards to one or more Eligible Employees or Key Non-Employees and may designate
the number of Shares, if applicable, to be subject to each Award so granted;
provided, however that no Incentive Option shall be granted after the expiration
of ten (10) years from the earlier of the date of the adoption of the Plan, as
amended and restated, by the Company or the approval of the Plan by the
stockholders of the Company, and provided further, that the Fair Market Value of
the Shares (determined at the time the Option is granted) as to which Incentive
Options are exercisable for the first time by any Eligible Employee during any
single calendar year (under the Plan and under any other incentive stock option
plan of the Company or an Affiliate) shall not exceed One Hundred Thousand
Dollars ($100,000). To the extent that the Fair Market Value of such Shares
exceeds One Hundred Thousand Dollars ($100,000), the Shares subject to Option in
excess of One Hundred Thousand Dollars ($100,000) shall, without further action
by the Committee, automatically be converted to Nonstatutory Options.

        Notwithstanding any of the foregoing provisions, the Committee may
authorize the grant of an Award to a person not then in the employ of, or
engaged by, the Company or of an Affiliate, conditioned upon such person
becoming eligible to be granted an Award at or prior to the execution of the
Award Agreement evidencing the actual grant of such Award.

VI.     AWARDS UNDER THIS PLAN

        As the Committee may determine, the following types of Awards may be
granted under the Plan on a stand-alone, combination, or tandem basis:

        A.    INCENTIVE OPTION

        An Award in the form of an Option that shall comply with the
requirements of Section 422 of the Code. Subject to adjustments in accordance
with the provisions of Article XIX, the aggregate number of Shares that may be
subject to Incentive Options under the Plan shall not exceed ten percent (10%)
of the Shares as of May 1, 2004.

        B.    NONSTATUTORY OPTION

        An Award in the form of an Option that shall not be intended to, or has
otherwise failed to, comply with the requirements of Section 422 of the Code.

        C.    RESTRICTED STOCK

        An Award made to a Participant in Common Stock or denominated in units
of Common Stock, subject to future service and/or such other restrictions and
conditions as may be established by the Committee, and as set forth in the Award
Agreement, including, but not limited to, continuous service with the Company or
its Affiliates, achievement of specific business objectives, increases in
specified indices, attainment of growth rates, and/or other measurements of
Company performance.

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        D.    STOCK APPRECIATION RIGHT

        An Award in the form of a Right to receive the excess of the Fair Market
Value of a Share on the date the Right is exercised over the Fair Market Value
of a Share on the date the Right was granted.

        E.    DIVIDEND EQUIVALENTS

        An Award in the form of, and based upon, the value of dividends of
Shares.

        F.    OTHER STOCK-BASED AWARDS

        An Award in the form of Shares that are valued in whole or in part by
reference to, or are otherwise based upon, the Fair Market Value of Shares.

        G.    PERFORMANCE AWARDS

        An Award made to a Participant that is subject to performance conditions
specified by the Committee, including, but not limited to, continuous service
with the Company and/or its Affiliates, achievement of specific business
objectives, increases in specified indices, attainment of growth rates, and
other measurements of Company performance.

        H.    CASH AWARDS

        An Award made to a Participant and denominated in cash, with the
eventual payment subject to future service and/or such other restrictions and/or
conditions as may be established by the Committee, and as set forth in the Award
Agreement.

        Each Award under the Plan shall be evidenced by an Award Agreement.
Delivery of an Award Agreement to each Participant shall constitute an agreement
between the Company and the Participant as to the terms and conditions of the
Award.

VII.    TERMS AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY OPTIONS

        Each Option shall be set forth in an Award Agreement, duly executed on
behalf of the Company and by the Participant to whom such Option is granted.
Except for the setting of the Option price under Paragraph A, no grant of any
Option shall be effective until such Award Agreement shall have been duly
executed on behalf of the Company and by the Participant. Except as may
otherwise be provided for in the Award Agreement, each such Award Agreement
shall be subject to at least the following terms and conditions:

        A.    OPTION PRICE

        The purchase price of the Shares covered by each Option granted under
the Plan shall be determined by the Committee. The Option price per share of the
Shares covered by each

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Nonstatutory Option shall be at such amount as may be determined by the
Committee in its sole discretion on the date of the grant of the Option. In the
case of an Incentive Option, if the Participant owns directly, or by reason of
the applicable attribution rules, ten percent (10%) or less of the total
combined voting power of all classes of stock of the Company, the Option price
per share of the Shares covered by each Incentive Option shall be not less than
the Fair Market Value of the Shares on the date of the grant of the Incentive
Option. In all other cases of Incentive Options, the Option price shall be not
less than one hundred ten percent (110%) of the Fair Market Value of the Shares
on the date of grant.

        B.    NUMBER OF SHARES

        Each Option shall state the number of Shares to which it pertains.

        C.    TERM OF OPTION

        Each Incentive Option shall terminate not more than ten (10) years from
the date of the grant thereof, or at such earlier time as the Award Agreement
may provide, and shall be subject to earlier termination as herein provided,
except that if the Option price is required under Paragraph A of this Article
VII to be at least one hundred ten percent (110%) of Fair Market Value, each
such Incentive Option shall terminate not more than five (5) years from the date
of the grant thereof, and shall be subject to earlier termination as herein
provided. The Committee shall determine the time at which a Nonstatutory Option
shall terminate.

        D.    DATE OF EXERCISE

        Upon the authorization of the grant of an Option, or at any time
thereafter, the Committee may, subject to the provisions of Paragraph C of this
Article VII, prescribe the date or dates on which the Option becomes
exercisable, and may provide that the Option become exercisable in installments
over a period of years, and/or upon the attainment of stated goals. Unless the
Committee otherwise provides in writing, the date or dates on which the Option
becomes exercisable shall be tolled during any unpaid leave of absence. It is
expressly understood that Options hereunder shall, unless otherwise provided for
in writing by the Committee, be granted in contemplation of, and earned by the
Participant through the completion of, future employment or service with the
Company and/or its Affiliates.

        E.    MEDIUM OF PAYMENT

        The Option price shall be payable upon the exercise of the Option, as
set forth in Paragraph I. It shall be payable in such form (as permitted by
Section 422 of the Code in the case of Incentive Options) as the Committee
shall, either by rules promulgated pursuant to the provisions of Article IV of
the Plan, or in the particular Award Agreement, provide.

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        F.    TERMINATION OF EMPLOYMENT

              1.   A Participant who ceases to be an employee or Key
        Non-Employee of the Company or of an Affiliate for any reason other than
        death, Disability, or termination "for cause," as defined in
        subparagraph (2) below, may exercise any Option granted to such
        Participant, to the extent that the right to purchase Shares thereunder
        has become exercisable by the date of such termination, but only within
        three (3) months (or such other period of time as the Committee may
        determine, with such determination in the case of an Incentive Option
        being made at the time of the grant of the Option and not exceeding
        three (3) months) after such date, or, if earlier, within the originally
        prescribed term of the Option, and subject to the conditions that (i) no
        Option shall be exercisable after the expiration of the term of the
        Option and (ii) unless the Committee otherwise provides, no Option that
        has not become exercisable by the date of such termination shall at any
        time thereafter be or become exercisable. A Participant's employment
        shall not be deemed terminated by reason of a transfer to another
        employer that is the Company or an Affiliate.

              2.   A Participant who ceases to be an employee or Key
        Non-Employee of the Company or of an Affiliate "for cause" shall, upon
        such termination, cease to have any right to exercise any Option. For
        purposes of this Plan, cause shall be as defined in any employment or
        other agreement between the Participant and the Company (or an
        Affiliate) or, if there is no such agreement or definition therein,
        cause shall be defined to include (i) a Participant's theft or
        embezzlement, or attempted theft or embezzlement, of money or property
        of the Company or of an Affiliate, a Participant's perpetration or
        attempted perpetration of fraud, or a Participant's participation in a
        fraud or attempted fraud, on the Company or an Affiliate or a
        Participant's unauthorized appropriation of, or a Participant's attempt
        to misappropriate, any tangible or intangible assets or property of the
        Company or an Affiliate; (ii) any act or acts by a Participant of
        disloyalty, dishonesty, misconduct, moral turpitude, or any other act or
        acts by a Participant injurious to the interest, property, operations,
        business or reputation of the Company or an Affiliate; (iii) a
        Participant's commission of a felony or any other crime the commission
        of which results in injury to the Company or an Affiliate; (iv) any
        violation of any restriction on the disclosure or use of confidential
        information of the Company or an Affiliate, or client, prospect, or
        merger or acquisition target, or on competition with the Company or an
        Affiliate or any of its businesses as then conducted; or (v) any other
        action that the Board or the Committee, in their sole discretion, may
        deem to be sufficiently injurious to the interests of the Company or an
        Affiliate to constitute substantial cause for termination. The
        determination of the Board or the Committee as to the existence of cause
        shall be conclusive and binding upon the Participant and the Company.

              3.   Except as the Committee may otherwise expressly provide or
        determine (consistent with Section 422 of the Code, if applicable), a
        Participant who is absent from work with the Company or an Affiliate
        because of temporary disability (any disability other than a
        Disability), or who is on leave of absence for any purpose permitted by
        the Company or by any authoritative interpretation (i.e., regulation,
        ruling, case law, etc.) of

                                       10
<Page>

        Section 422 of the Code, shall not, during the period of any such
        absence, be deemed, by virtue of such absence alone, to have terminated
        his or her employment or relationship with the Company or with an
        Affiliate. For purposes of Incentive Options, no leave of absence may
        exceed ninety (90) days, unless reemployment upon expiration of such
        leave is guaranteed by statute or contract (or the Committee approves
        such longer leave of absence, in which event the Incentive Option held
        by the Participant shall be treated as a Nonstatutory Option following
        the ninetieth (90th) day of such leave).

              4.   Paragraph F(1) shall control and fix the rights of a
        Participant who ceases to be an employee or Key Non-Employee of the
        Company or of an Affiliate for any reason other than Disability, death,
        or termination "for cause," and who subsequently becomes Disabled or
        dies. Nothing in Paragraphs G and H of this Article VII shall be
        applicable in any such case under Paragraph F(1) except that, in the
        event of such a subsequent Disability or death within the three (3)
        month period after the termination of employment or, if earlier, within
        the originally prescribed term of the Option, the Participant or the
        Participant's estate or personal representative may exercise the Option
        permitted by this Paragraph F, in the event of Disability, within twelve
        (12) months after the date that the Participant ceased to be an employee
        or Key Non-Employee of the Company or an Affiliate, or, in the event of
        death, within twelve (12) months after the date of death of such
        Participant.

        G.    TOTAL AND PERMANENT DISABILITY

        A Participant who ceases to be an employee or Key Non-Employee of the
Company or of an Affiliate by reason of Disability may exercise any Option
granted to such Participant to the extent that the right to purchase Shares
thereunder has become exercisable on or before the date such Participant becomes
Disabled as determined by the Committee.

        A Disabled Participant, or his estate or personal representative, shall
exercise such rights, if at all, only within a period of not more than twelve
(12) months after the date that the Participant became Disabled as determined by
the Committee (notwithstanding that the Participant might have been able to
exercise the Option as to some or all of the Shares on a later date if the
Participant had not become Disabled) or, if earlier, within the originally
prescribed term of the Option.

        H.    DEATH

        In the event that a Participant to whom an Option has been granted
ceases to be an employee or Key Non-Employee of the Company or of an Affiliate
by reason of such Participant's death, such Option, to the extent that the right
is exercisable but not exercised on the date of death, may be exercised by the
Participant's estate or personal representative within twelve (12) months after
the date of death of such Participant or, if earlier, within the originally
prescribed term of the Option, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
the Participant were alive and had continued to be an employee or Key
Non-Employee of the Company or of an Affiliate.

                                       11
<Page>

        I.    EXERCISE OF OPTION AND ISSUANCE OF STOCK

        An Option shall be exercised by giving written notice to the Company.
Such written notice shall: (i) be signed by the person exercising the Option,
(ii) state the number of Shares with respect to which the Option is being
exercised, (iii) contain the warranty required by Paragraph M of this Article
VII, if applicable, and (iv) specify a date (other than a Saturday, Sunday or
legal holiday) not more than ten (10) days after the date of such written
notice, as the date on which the Shares will be purchased. Such tender and
conveyance shall take place at the principal office of the Company during
ordinary business hours, or at such other hour and place agreed upon by the
Company and the person or persons exercising the Option. On the date specified
in such written notice (which date may be extended by the Company in order to
comply with any law or regulation that requires the Company to take any action
with respect to the Option Shares prior to the issuance thereof), the Company
shall accept payment for the Option Shares in cash, by bank or certified check,
by wire transfer, or by such other means as may be approved by the Committee and
shall deliver to the person or persons exercising the Option in exchange
therefor an appropriate certificate or certificates for fully paid nonassessable
Shares or undertake to deliver an appropriate certificate or certificates within
a reasonable period of time. In the event of any failure to pay for the number
of Shares specified in such written notice on the date set forth therein (or on
the extended date as above provided), the right to exercise the Option shall
terminate with respect to such number of Shares, but shall continue with respect
to the remaining Shares covered by the Option and not yet acquired pursuant
thereto.

        If approved in advance by the Committee, and subject to compliance with
the Sarbanes-Oxley Act of 2002, payment in full or in part also may be made (i)
by delivering Shares, or by attestation of Shares, already owned for at least
six (6) months by the Participant and which have a total Fair Market Value on
the date of such delivery equal to the Option price; (ii) by the execution and
delivery of a note or other evidence of indebtedness (and any security agreement
thereunder) satisfactory to the Committee; (iii) by authorizing the Company to
retain Shares that otherwise would be issuable upon exercise of the Option
having a total Fair Market Value on the date of delivery equal to the Option
price; (iv) by the delivery of cash or the extension of credit by a
broker-dealer to whom the Participant has submitted a notice of exercise or
otherwise indicated an intent to exercise an Option (in accordance with part
220, Chapter II, Title 12 of the Code of Federal Regulations, a so-called
"cashless" exercise); or (v) by any combination of the foregoing.

        J.    RIGHTS AS A STOCKHOLDER

        No Participant to whom an Option has been granted shall have rights as a
stockholder with respect to any Shares covered by such Option except as to such
Shares as have been registered in the Company's share register in the name of
such Participant upon the due exercise of the Option and tender of the full
Option price.

                                       12
<Page>

        K.    ASSIGNABILITY AND TRANSFERABILITY OF OPTION

        Unless otherwise permitted by the Code and by Rule 16b-3 of the Exchange
Act, if applicable, and approved in advance by the Committee, an Option granted
to a Participant shall not be transferable by the Participant and shall be
exercisable, during the Participant's lifetime, only by such Participant or, in
the event of the Participant's incapacity, his guardian or legal representative.
Except as otherwise permitted herein, such Option shall not be assigned,
pledged, or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment, or similar process and any
attempted transfer, assignment, pledge, hypothecation or other disposition of
any Option or of any rights granted thereunder contrary to the provisions of
this Paragraph K, or the levy of any attachment or similar process upon an
Option or such rights, shall be null and void.

        L.    OTHER PROVISIONS

        The Award Agreement for an Incentive Option shall contain such
limitations and restrictions upon the exercise of the Option as shall be
necessary in order that such Option qualifies as an "incentive stock option"
within the meaning of Section 422 of the Code. Further, the Award Agreements
authorized under the Plan shall be subject to such other terms and conditions
including, without limitation, restrictions upon the exercise of the Option, as
the Committee shall deem advisable and which, in the case of Incentive Options,
are not inconsistent with the requirements of Section 422 of the Code.

        M.    PURCHASE FOR INVESTMENT

        If Shares to be issued upon the particular exercise of an Option shall
not have been effectively registered under the Securities Act of 1933, as now in
force or hereafter amended, the Company shall be under no obligation to issue
the Shares covered by such exercise unless and until the following conditions
have been fulfilled. The person who exercises such Option shall warrant to the
Company that, at the time of such exercise, such person is acquiring his or her
Option Shares for investment and not with a view to, or for sale in connection
with, the distribution of any such Shares, and shall make such other
representations, warranties, acknowledgments, and/or affirmations, if any, as
the Committee may require. In such event, the person acquiring such Shares shall
be bound by the provisions of the following legend (or similar legend) which
shall be endorsed upon the certificate(s) evidencing his or her Option Shares
issued pursuant to such exercise.

              "The shares represented by this certificate have been acquired for
        investment and they may not be sold or otherwise transferred by any
        person, including a pledgee, in the absence of an effective registration
        statement for the shares under the Securities Act of 1933 or an opinion
        of counsel satisfactory to the Company that an exemption from
        registration is then available."

                                       13
<Page>

Without limiting the generality of the foregoing, the Company may delay issuance
of the Shares until completion of any action or obtaining any consent that the
Company deems necessary under any applicable law (including without limitation
state securities or "blue sky" laws).

VIII.   TERMS AND CONDITIONS OF RESTRICTED STOCK

        A.    The Committee may from time to time grant an Award in Shares of
Common Stock or grant an Award denominated in units of Common Stock, for such
consideration as the Committee deems appropriate (which amount may be less than
the Fair Market Value of the Common Stock on the date of the Award), and subject
to such restrictions and conditions and other terms as the Committee may
determine at the time of the Award (including, but not limited to, continuous
service with the Company or its Affiliates, achievement of specific business
objectives, increases in specified indices, attainment of growth rates, and/or
other measurements of Company performance), and subject further to the general
provisions of the Plan, the applicable Award Agreement, and the following
specific rules.

        B.    If Shares of Restricted Stock are awarded, such Shares cannot be
assigned, sold, transferred, pledged, or hypothecated prior to the lapse of the
restrictions applicable thereto, and, in no event, absent Committee approval,
prior to six (6) months from the date of the Award. The Company shall issue, in
the name of the Participant, stock certificates representing the total number of
Shares of Restricted Stock awarded to the Participant, as soon as may be
reasonably practicable after the grant of the Award, which certificates shall be
held by the Secretary of the Company as provided in Paragraph G.

        C.    Restricted Stock issued to a Participant under the Plan shall be
governed by an Award Agreement that shall specify whether Shares of Common Stock
are awarded to the Participant, or whether the Award shall be one not of Shares
of Common Stock but one denominated in units of Common Stock, any consideration
required thereto, and such other provisions as the Committee shall determine.

        D.    Subject to the provisions of Paragraphs B and E hereof and the
restrictions set forth in the related Award Agreement, the Participant receiving
an Award of Shares of Restricted Stock shall thereupon be a stockholder with
respect to all of the Shares represented by such certificate or certificates and
shall have the rights of a stockholder with respect to such Shares, including
the right to vote such Shares and to receive dividends and other distributions
made with respect to such Shares. All Common Stock received by a Participant as
the result of any dividend on the Shares of Restricted Stock, or as the result
of any stock split, stock distribution, or combination of the Shares affecting
Restricted Stock, shall be subject to the restrictions set forth in the related
Award Agreement.

        E.    Restricted Stock or units of Restricted Stock awarded to a
Participant pursuant to the Plan will be forfeited, and any Shares of Restricted
Stock or units of Restricted Stock sold to a Participant pursuant to the Plan
may, at the Company's option, be resold to the Company for an amount equal to
the price paid therefor, and in either case, such Restricted Stock or units of
Restricted Stock shall revert to the Company, if the Company so determines in
accordance with

                                       14
<Page>

Article XV or any other condition set forth in the Award Agreement, or,
alternatively, if the Participant's employment with the Company or its
Affiliates terminates, other than for reasons set forth in Article XIV, prior to
the expiration of the forfeiture or restriction provisions set forth in the
Award Agreement.

        F.    The Committee, in its discretion, shall have the power to
accelerate the date on which the restrictions contained in the Award Agreement
shall lapse with respect to any or all Restricted Stock awarded under the Plan.

        G.    The Secretary of the Company shall hold the certificate or
certificates representing Shares of Restricted Stock issued under the Plan,
properly endorsed for transfer, on behalf of each Participant who holds such
Shares, until such time as the Shares of Restricted Stock are forfeited, resold
to the Company, or the restrictions lapse. Any Restricted Stock denominated in
units of Common Stock, if not previously forfeited, shall be payable in
accordance with Article XVI as soon as practicable after the restrictions lapse.

        H.    The Committee may prescribe such other restrictions, conditions,
and terms applicable to Restricted Stock issued to a Participant under the Plan
that are neither inconsistent with nor prohibited by the Plan or the Award
Agreement, including, without limitation, terms providing for a lapse of the
restrictions of this Article or any Award Agreement in installments.

IX.     TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

        If deemed by the Committee to be in the best interests of the Company, a
Participant may be granted a Right. Each Right shall be granted subject to such
restrictions and conditions and other terms as the Committee may specify in the
Award Agreement at the time the Right is granted, subject to the general
provisions of the Plan, and the following specific rules.

        A.    Rights may be granted, if at all, either singly, in combination
with another Award, or in tandem with another Award. At the time of grant of a
Right, the Committee shall specify the base price of Common Stock to be used in
connection with the calculation described in Paragraph B below, provided that
the base price shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share of Common Stock on the date of grant, unless approved by
the Board.

        B.    Upon exercise of a Right, which may not take place prior to six
(6) months from the date of the grant, the Participant shall be entitled to
receive in accordance with Article XVI, and as soon as practicable after
exercise, the excess of the Fair Market Value of one Share of Common Stock on
the date of exercise over the base price specified in such Right, multiplied by
the number of Shares of Common Stock then subject to the Right, or the portion
thereof being exercised.

        C.    Notwithstanding anything herein to the contrary, if the Award
granted to a Participant allows him or her to elect to cancel all or any portion
of an unexercised Option by exercising an additional or tandem Right, then the
Option price per Share of Common Stock

                                       15
<Page>

shall be used as the base price specified in Paragraph A to determine the value
of the Right upon such exercise and, in the event of the exercise of such Right,
the Company's obligation with respect to such Option or portion thereof shall be
discharged by payment of the Right so exercised. In the event of such a
cancellation, the number of Shares as to which such Option was canceled shall
become available for use under the Plan, less the number of Shares, if any,
received by the Participant upon such cancellation in accordance with Article
XVI.

        D.    A Right may be exercised only by the Participant (or, if
applicable under Article XIV, by a legatee or legatees of such Right, or by the
Participant's executors, personal representatives, or distributees).

X.      TERMS AND CONDITIONS OF DIVIDEND EQUIVALENTS

        A Participant may be granted an Award in the form of Dividend
Equivalents. Such an Award shall entitle the Participant to receive cash,
Shares, other Awards or other property equal in value to dividends paid with
respect to a specified number of Shares. Dividend Equivalents may be awarded on
a free-standing basis or in connection with another Award. The Committee may
provide that Dividend Equivalents shall be paid or distributed when accrued or
shall be deemed to have been reinvested in additional Shares, Awards or other
investment vehicles, and subject to such restrictions on transferability and
risks of forfeiture, as the Committee may specify.

XI.     TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS

        The Committee, in its sole discretion, may grant Awards of Shares and/or
Awards that are valued in whole or in part by reference to, or are otherwise
based on, Shares or on the Fair Market Value thereof ("Other Stock-Based
Awards"). Such Other Stock-Based Awards shall be in such form, and dependent on
such conditions, as the Committee shall determine, including, without
limitation, the right to receive, or vest with respect to, one or more Shares
(or the equivalent cash value of such Shares) upon the completion of a specified
period of service, the occurrence of an event and/or the attainment of
performance objectives. Other Stock-Based Awards may be granted alone or in
addition to any other Awards granted under the Plan. Subject to the provisions
of the Plan, the Committee shall determine the number of Shares to be awarded to
a Participant under (or otherwise related to) such Other Stock-Based Awards and
all other terms and conditions of such Awards (including, without limitation,
the vesting provisions thereof and provisions ensuring that all Shares so
awarded and issued shall be fully paid and non-assessable).

XII.    TERMS AND CONDITIONS OF PERFORMANCE AWARDS

        A.    A Participant may be granted an Award that is subject to
performance conditions specified by the Committee. The Committee may use any
business criteria and/or other measures of performance as it deems appropriate
in establishing any performance conditions (including, but not limited to,
continuous service with the Company or its Affiliates, achievement of specific
business objectives, increases in specified indices, attainment of growth rates,
and/or other

                                       16
<Page>

measurements of Company performance), and may exercise its discretion to reduce
or increase the amounts payable under any Award subject to performance
conditions, except as otherwise limited under Paragraphs C and D, below, in the
case of a Performance Award intended to qualify under Code Section 162(m).

        B.    Any Performance Award will be forfeited if the Committee so
determines in accordance with Article XV or any other condition set forth in the
Award Agreement, or, alternatively, if the Participant's employment with the
Company or its Affiliates terminates, other than for reasons set forth in
Article XIV, prior to the expiration of the time period over which the
performance conditions are to be measured.

        C.    If the Committee determines that a Performance Award to be granted
to an Eligible Employee should qualify as "performance-based compensation" for
purposes of Code Section 162(m), the grant and/or settlement of such Performance
Award shall be contingent upon achievement of pre-established performance goals
and other terms set forth in this Paragraph C.

              1.   PERFORMANCE GOALS GENERALLY. The performance goals for such
        Performance Awards shall consist of one or more business criteria and a
        targeted level or levels of performance with respect to such criteria,
        as specified by the Committee consistent with this Paragraph C.
        Performance goals shall be objective and shall otherwise meet the
        requirements of Code Section 162(m), including the requirement that the
        level or levels of performance targeted by the Committee result in the
        performance goals being "substantially uncertain." The Committee may
        determine that more than one performance goal must be achieved as a
        condition to settlement of such Performance Awards. Performance goals
        may differ for Performance Awards granted to any one Participant or to
        different Participants.

              2.   BUSINESS CRITERIA. One or more of the following business
        criteria for the Company, on a consolidated basis, and/or for specified
        Affiliates or business units of the Company (except with respect to the
        total stockholder return and earnings per share criteria), shall be used
        exclusively by the Committee in establishing performance goals for such
        Performance Awards: (a) total stockholder return; (b) such total
        stockholder return as compared to the total return (on a comparable
        basis) of a publicly available index such as, but not limited to, the
        Standard & Poor's 500 or the Nasdaq-U.S. Index; (c) net income or net
        operating income; (d) pre-tax earnings or profits; (e) EBIT or EBITDA;
        (f) pre-tax operating earnings after interest expense and before
        bonuses, service fees, and extraordinary or special items; (g) operating
        margin; (h) earnings per share or growth in earnings per share; (i)
        return on equity; (j) return on assets or capital; (k) return on
        investment; (l) operating income, before payment of executive bonuses;
        (m) earnings per share, before payment of executive bonuses; (n) working
        capital; (o) sales; (p) gross or net revenues or profits or changes in
        gross or net revenues or profits; (q) market share or market penetration
        with respect to designated products, services and/or geographic areas;
        (r) reduction of losses, loss ratios or expense ratios; (s) cost of
        capital; (t) debt reduction; (u) satisfaction of business expansion
        goals or goals relating to acquisitions or divestitures; and/or (v)
        employee turnover. The foregoing business criteria also may be

                                       17
<Page>

        used in establishing performance goals for Cash Awards granted under
        Article XIII hereof.

              3.   COMPENSATION LIMITATION. No Eligible Employee may receive a
        Performance Award in excess of $1,500,000 during any three (3) year
        period.

        D.    Achievement of performance goals in respect of such Performance
Awards shall be measured over such periods as may be specified by the Committee.
Performance goals shall be established on or before the dates that are required
or permitted for "performance-based compensation" under Code Section 162(m).

        E.    Settlement of Performance Awards may be in cash or Shares, or
other property, in the discretion of the Committee. The Committee may, in its
discretion, reduce the amount of a settlement otherwise to be made in connection
with such Performance Awards, but may not exercise discretion to increase any
such amount payable in respect of a Performance Award that is subject to Code
Section 162(m).

XIII.   TERMS AND CONDITIONS OF CASH AWARDS

        A.    The Committee may from time to time authorize the award of cash
payments under the Plan to Participants, subject to such restrictions and
conditions and other terms as the Committee may determine at the time of
authorization (including, but not limited to, continuous service with the
Company or its Affiliates, achievement of specific business objectives,
increases in specified indices, attainment of growth rates, and/or other
measurements of Company performance), and subject to the general provisions of
the Plan, the applicable Award Agreement, and the following specific rules.

        B.    Any Cash Award will be forfeited if the Company so determines in
accordance with Article XV or any other condition set forth in the Award
Agreement, or, alternatively, if the Participant's employment or engagement with
the Company or its Affiliates terminates, other than for reasons set forth in
Article XIV, prior to the attainment of any goals set forth in the Award
Agreement or prior to the expiration of the forfeiture or restriction provisions
set forth in the Award Agreement, whichever is applicable.

        C.    The Committee, in its discretion, shall have the power to change
the date on which the restrictions contained in the Award Agreement shall lapse,
or the date on which goals are to be measured, with respect to any Cash Award.

        D.    Any Cash Award, if not previously forfeited, shall be payable in
accordance with Article XVI as soon as practicable after the restrictions lapse
or the goals are attained.

        E.    The Committee may prescribe such other restrictions, conditions,
and terms applicable to the Cash Awards issued to a Participant under the Plan
that are neither inconsistent with nor prohibited by the Plan or the Award
Agreement, including, without limitation, terms providing for a lapse of the
restrictions, or a measurement of the goals, in installments.

                                       18
<Page>

XIV.    TERMINATION OF EMPLOYMENT OR SERVICE

        Except as may otherwise be (i) provided in Article VII for Options, (ii)
provided for under the Award Agreement, or (iii) permitted pursuant to
Paragraphs A through C of this Article XIV (subject to the limitations under the
Code for Incentive Options), if the employment or service of a Participant
terminates, all unexpired, unpaid, unexercised, or deferred Awards shall be
canceled immediately.

        A.    RETIREMENT UNDER A COMPANY OR AFFILIATE RETIREMENT PLAN. When a
Participant's employment or service terminates as a result of retirement as
defined under a Company or Affiliate retirement plan, the Committee may permit
Awards to continue in effect beyond the date of retirement in accordance with
the applicable Award Agreement, and/or the exercisability and vesting of any
Award may be accelerated.

        B.    TERMINATION IN THE BEST INTERESTS OF THE COMPANY OR AN AFFILIATE.
When a Participant's employment or service with the Company or an Affiliate
terminates and, in the judgment of the chief executive officer or other senior
officer designated by the Committee, the acceleration and/or continuation of
outstanding Awards would be in the best interests of the Company, the Committee
may (i) authorize, where appropriate, the acceleration and/or continuation of
all or any part of Awards granted prior to such termination and/or (ii) permit
the exercise, vesting, and payment of such Awards for such period as may be set
forth in the applicable Award Agreement, subject to earlier cancellation
pursuant to Article XV or at such time as the Committee shall deem the
continuation of all or any part of the Participant's Awards are not in the
Company's or its Affiliate's best interests.

        C.    DEATH OR DISABILITY OF A PARTICIPANT.

              1.   In the event of a Participant's death, the Participant's
        estate or beneficiaries shall have a period up to the earlier of (i) the
        expiration date specified in the Award Agreement, or (ii) the expiration
        date specified in Paragraph H of Article VII, within which to receive or
        exercise any outstanding Awards held by the Participant under such terms
        as may be specified in the applicable Award Agreement. Rights to any
        such outstanding Awards shall pass by will or the laws of descent and
        distribution in the following order: (a) to beneficiaries so designated
        by the Participant; (b) to a legal representative of the Participant; or
        (c) to the persons entitled thereto as determined by a court of
        competent jurisdiction. Awards so passing shall be paid and/or may be
        exercised at such times and in such manner as if the Participant were
        living.

              2.   In the event a Participant is determined by the Company to be
        Disabled, and subject to the limitations of Paragraph G of Article VII,
        Awards may be paid to, or exercised by, the Participant, if legally
        competent, or by a legally designated guardian or other representative
        if the Participant is legally incompetent by virtue of such Disability.

                                       19
<Page>

              3.   After the death or Disability of a Participant, the Committee
        may in its sole discretion at any time (i) terminate restrictions in
        Award Agreements; (ii) accelerate any or all installments and rights;
        and/or (iii) instruct the Company to pay the total of any accelerated
        payments in a lump sum to the Participant, the Participant's estate,
        beneficiaries or representative, notwithstanding that, in the absence of
        such termination of restrictions or acceleration of payments, any or all
        of the payments due under the Awards ultimately might have become
        payable to other beneficiaries.

XV.     CANCELLATION AND RESCISSION OF AWARDS

        Unless the Award Agreement specifies otherwise, the Committee may cancel
any unexpired, unpaid, unexercised, or deferred Awards at any time if the
Participant is not in compliance with the applicable provisions of the Award
Agreement, the Plan, or with the following conditions:

        A.    A Participant shall not breach any protective agreement entered
into between him or her and the Company or any Affiliates, or render services
for any organization or engage directly or indirectly in any business which, in
the judgment of the chief executive officer of the Company or other senior
officer designated by the Committee, is or becomes competitive with the Company
or its Affiliates, or which organization or business, or the rendering of
services to such organization or business, is or becomes otherwise prejudicial
to or in conflict with the interests of the Company or its Affiliates. For a
Participant whose employment or engagement has terminated, the judgment of the
chief executive officer shall be based on the terms of the protective agreement,
if applicable, or on the Participant's position and responsibilities while
employed by the Company or its Affiliates, the Participant's post-employment
responsibilities and position with the other organization or business, the
extent of past, current, and potential competition or conflict between the
Company and/or its Affiliates and the other organization or business, the effect
of the Participant's assuming the post-employment or engagement position on the
Company's or its Affiliate's customers, suppliers, investors, and competitors,
and such other considerations as are deemed relevant given the applicable facts
and circumstances. A Participant may, however, purchase as an investment or
otherwise, stock or other securities of any organization or business so long as
they are listed upon a recognized securities exchange or traded
over-the-counter, and such investment does not represent a substantial
investment to the Participant or a greater than one percent (1%) equity interest
in the organization or business.

        B.    A Participant shall not, without prior written authorization from
the Company, disclose to anyone outside the Company or its Affiliates, or use in
other than the Company's or Affiliate's business, any confidential information
or materials relating to the business of the Company or its Affiliates, acquired
by the Participant either during or after his or her employment or engagement
with the Company or its Affiliates.

        C.    A Participant shall disclose promptly and assign to the Company
all right, title, and interest in any invention or idea, patentable or not, made
or conceived by the Participant during employment or engagement with the Company
or an Affiliate, relating in any manner to the actual or anticipated business,
research, or development work of the Company or its

                                       20
<Page>

Affiliates, and shall do everything reasonably necessary to enable the Company
or its Affiliates to secure a patent, trademark, copyright, or other protectable
interest where appropriate in the United States and in foreign countries.

Upon exercise, payment, or delivery pursuant to an Award, the Participant shall
certify on a form acceptable to the Committee that he or she is in compliance
with the terms and conditions of the Plan, including the provisions of
Paragraphs A, B or C of this Article XV. Failure to comply with the provisions
of Paragraphs A, B or C of this Article XV at any time prior to, or during the
one (1) year period after, the date Participant's employment or engagement with
the Company or any Affiliate terminates shall cause any exercise, payment, or
delivery which occurred during the two (2) year period prior to the breach of
Paragraph A, B or C of this Article XV to be rescinded. The Company shall notify
the Participant in writing of any such rescission within one (1) year of the
date it acquires actual knowledge of such breach. Within ten (10) days after
receiving such a notice from the Company, the Participant shall pay to the
Company the amount of any gain realized or payment received as a result of the
exercise, payment, or delivery pursuant to the Award. Such payment shall be made
either in cash or by returning to the Company the number of Shares of Common
Stock that the Participant received in connection with the rescinded exercise,
payment, or delivery.

XVI.    PAYMENT OF RESTRICTED STOCK, RIGHTS, OTHER STOCK-BASED AWARDS,
        PERFORMANCE AWARDS AND CASH AWARDS

        Payment of Restricted Stock, Rights, Other Stock-Based Awards,
Performance Awards and Cash Awards may be made, as the Committee shall specify,
in the form of cash, Shares of Common Stock, or combinations thereof; provided,
however, that a fractional Share of Common Stock shall be paid in cash equal to
the Fair Market Value of the fractional Share of Common Stock at the time of
payment.

XVII.   WITHHOLDING

        Except as otherwise provided by the Committee,

        A.    the Company shall have the power and right to deduct or withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy the minimum federal, state, and local taxes required by law to be
withheld with respect to any grant, exercise, or payment made under or as a
result of this Plan; and

        B.    in the case of payments of Awards, or upon any other taxable event
hereunder, a Participant may elect, subject to the approval in advance by the
Committee, to satisfy the withholding requirement, if any, in whole or in part,
by having the Company withhold Shares of Common Stock that would otherwise be
transferred to the Participant having a Fair Market Value, on the date the tax
is to be determined, equal to the minimum marginal tax that could be imposed on
the transaction. All elections shall be made in writing and signed by the
Participant.

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XVIII.  SAVINGS CLAUSE

        This Plan is intended to comply in all respects with applicable law and
regulations, including, (i) with respect to those Participants who are officers
or directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the
Securities and Exchange Commission, if applicable, (ii) Section 402 of the
Sarbanes-Oxley Act of 2002, and (iii) with respect to executive officers, Code
Section 162(m). In case any one or more provisions of this Plan shall be held
invalid, illegal, or unenforceable in any respect under applicable law and
regulation (including Rule 16b-3 and Code Section 162(m)), the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and the invalid, illegal, or unenforceable
provision shall be deemed null and void; provided, however, to the extent
permitted by law, any provision that could be deemed null and void shall first
be construed, interpreted, or revised retroactively to permit this Plan to be
construed in compliance with all applicable law (including Rule 16b-3 and Code
Section 162(m)) so as to foster the intent of this Plan. Notwithstanding
anything herein to the contrary, with respect to Participants who are officers
and directors for purposes of Section 16 of the Exchange Act, if applicable, and
if required to comply with rules promulgated thereunder, no grant of, or Option
to purchase, Shares shall permit unrestricted ownership of Shares by the
Participant for at least six (6) months from the date of grant or Option, unless
the Board determines that the grant of, or Option to purchase, Shares otherwise
satisfies the then current Rule 16b-3 requirements.

XIX.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS

        If the outstanding Shares of the Company are changed into or exchanged
for a different number or kind of shares or other securities of the Company or
of another corporation by reason of any reorganization, merger, or
consolidation, or if a change is made to the Common Stock of the Company by
reason of any recapitalization, reclassification, change in par value, stock
split, reverse stock split, combination of shares or dividends payable in
capital stock, or the like, the Company shall make adjustments to such Awards
(including, by way of example and not by way of limitation, the grant of
substitute Awards under the Plan or under the plan of such other corporation) as
it may determine to be appropriate under the circumstances, and, in addition,
appropriate adjustments shall be made in the number and kind of shares and in
the option price per share subject to outstanding Awards under the Plan or under
the plan of such successor corporation. The foregoing notwithstanding, unless
the Committee determines otherwise, no such adjustment shall be made to an
Incentive Option which shall, within the meaning of Section 424 of the Code,
constitute such a modification, extension, or renewal of an option as to cause
it to be considered as the grant of a new option.

        Notwithstanding anything herein to the contrary, the Company may, in its
sole discretion, accelerate the timing of the exercise provisions of any Award
in the event of (i) the adoption of a plan of merger or consolidation under
which a majority of the Shares of the Company would be eliminated, or (ii) a
sale of all or any portion of the Company's assets or capital stock.
Alternatively, the Company may, in its sole discretion, cancel any or all Awards
upon any of the foregoing events and provide for the payment to Participants in
cash of an amount equal to the

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value or appreciated value, whichever is applicable, of the Award, as determined
in good faith by the Committee, at the close of business on the date of such
event.

        Upon a business combination by the Company or any of its Affiliates with
any corporation or other entity through the adoption of a plan of merger or
consolidation or a share exchange or through the purchase of all or
substantially all of the capital stock or assets of such other corporation or
entity, the Board or the Committee may, in its sole discretion, grant Options
pursuant hereto to all or any persons who, on the effective date of such
transaction, hold outstanding options to purchase securities of such other
corporation or entity and who, on and after the effective date of such
transaction, will become employees or directors of, or consultants or advisors
to, the Company or its Affiliates. The number of Shares subject to such
substitute Options shall be determined in accordance with the terms of the
transaction by which the business combination is effected. Notwithstanding the
other provisions of this Plan, the other terms of such substitute Options shall
be substantially the same as or economically equivalent to the terms of the
options for which such Options are substituted, all as determined by the Board
or by the Committee, as the case may be. Upon the grant of substitute Options
pursuant hereto, the options to purchase securities of such other corporation or
entity for which such Options are substituted shall be canceled immediately.

XX.     DISSOLUTION OR LIQUIDATION OF THE COMPANY

        Upon the dissolution or liquidation of the Company other than in
connection with a transaction to which Article XIX is applicable, all Awards
granted hereunder shall terminate and become null and void; provided, however,
that if the rights of a Participant under the applicable Award have not
otherwise terminated and expired, the Participant may, if the Committee, in its
sole discretion, so permits, have the right immediately prior to such
dissolution or liquidation to exercise any Award granted hereunder to the extent
that the right thereunder has become exercisable as of the date immediately
prior to such dissolution or liquidation.

XXI.    TERMINATION OF THE PLAN

        The Plan shall terminate ten (10) years from the earlier of the date of
its adoption by the Board or the date of its approval by the stockholders. The
Plan may be terminated at an earlier date by vote of the stockholders or the
Board; provided, however, that any such earlier termination shall not affect any
Award Agreements executed prior to the effective date of such termination.
Notwithstanding anything in this Plan to the contrary, any Options granted prior
to the effective date of the Plan's termination may be exercised until the
earlier of (i) the date set forth in the Award Agreement, or (ii) in the case of
an Incentive Option, ten (10) years from the date the Option is granted; and the
provisions of the Plan with respect to the full and final authority of the
Committee under the Plan shall continue to control.

XXII.   AMENDMENT OF THE PLAN

        The Plan may be amended by the Board and such amendment shall become
effective upon adoption by the Board; provided, however, that any amendment
shall be subject to the

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approval of the stockholders of the Company at or before the next annual meeting
of the stockholders of the Company if such stockholder approval is required by
the Code, any federal or state law or regulation, the rules of any stock
exchange or automated quotation system on which the Shares may be listed or
quoted, or if the Board, in its discretion, determines to submit such changes to
the Plan to its stockholders for approval.

        The Committee may amend the terms of any Award Agreement, retroactively
or prospectively, but no such amendment shall materially impair the accrued
rights of any Participant without his or her written consent.

XXIII.  EMPLOYMENT RELATIONSHIP

        Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating the employment, services or directorship of a
Participant, nor to prevent a Participant from terminating his, her or its
employment, services, or directorship, unless otherwise limited by an agreement
between the Company (or an Affiliate) and the Participant.

XXIV.   INDEMNIFICATION OF COMMITTEE

        In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against all reasonable expenses, including attorneys'
fees, actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken by them as
directors or members of the Committee and against all amounts paid by them in
settlement thereof (provided such settlement is approved by the Board) or paid
by them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that the director or Committee member is liable for
negligence or willful misconduct in the performance of his or her duties. To
receive such indemnification, a director or Committee member must first offer in
writing to the Company the opportunity, at its own expense, to defend any such
action, suit or proceeding.

XXV.    UNFUNDED PLAN

        Insofar as it provides for payments in cash in accordance with Article
XVI, or otherwise, the Plan shall be unfunded. Although bookkeeping accounts may
be established with respect to Participants who are entitled to cash, Common
Stock, or rights thereto under the Plan, any such accounts shall be used merely
as a bookkeeping convenience. The Company shall not be required to segregate any
assets that may at any time be represented by cash, Common Stock, or rights
thereto, nor shall the Plan be construed as providing for such segregation, nor
shall the Company, the Board, or the Committee be deemed to be a trustee of any
cash, Common Stock, or rights thereto to be granted under the Plan. Any
liability of the Company to any Participant with respect to a grant of cash,
Common Stock, or rights thereto under the Plan shall be based solely upon any
contractual obligations that may be created by the Plan and any Award Agreement;
no such obligation of the Company shall be deemed to be secured by any pledge or
other

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encumbrance on any property of the Company. Neither the Company nor the Board
nor the Committee shall be required to give any security or bond for the
performance of any obligation that may be created by the Plan.

XXVI.   MITIGATION OF EXCISE TAX

        Unless otherwise provided for in the Award Agreement or in any other
agreement between the Company (or an Affiliate) and the Participant, if any
payment or right accruing to a Participant under this Plan (without the
application of this Article XXVI), either alone or together with other payments
or rights accruing to the Participant from the Company or an Affiliate, would
constitute a "parachute payment" (as defined in Section 280G of the Code and
regulations thereunder), such payment or right shall be reduced to the largest
amount or greatest right that will result in no portion of the amount payable or
right accruing under the Plan being subject to an excise tax under Section 4999
of the Code or being disallowed as a deduction under Section 280G of the Code.
The determination of whether any reduction in the rights or payments under this
Plan is necessary shall be made by the Company. The Participant shall cooperate
in good faith with the Company in making such determination and providing any
necessary information for this purpose.

XXVII.  EFFECTIVE DATE

        This amendment and restatement of the Plan shall become effective upon
adoption by the Board, provided that the adoption of the amendment and
restatement of the Plan shall be subject to the approval of the stockholders of
the Company.

XXVIII. FOREIGN JURISDICTIONS

        To the extent the Committee determines that the restrictions imposed by
the Plan preclude the achievement of the material purposes of the Plan in
jurisdictions outside the United States of America, the Committee in its
discretion may modify those restrictions as it determines to be necessary or
appropriate to conform to applicable requirements or practices of jurisdictions
outside of the United States of America.

XXIX.   DEFERRAL OF AWARDS

        The Company may permit a Participant to:

        (a)   have cash that otherwise would be paid to such Participant as a
              result of the exercise of an Award credited to a deferred
              compensation account established for such Participant by the
              Committee as an entry on the Company's books;

        (b)   have Shares that otherwise would be delivered to such Participant
              as a result of the exercise of an Award converted into an equal
              number of Rights; or

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        (c)   have Shares that otherwise would be delivered to such Participant
              as a result of the exercise of an Award converted into amounts
              credited to a deferred compensation account established for such
              Participant by the Committee as an entry on the Company's books.
              Such amounts shall be determined by reference to the Fair Market
              Value of the Shares as of the date on which they otherwise would
              have been delivered to such Participant.

        A deferred compensation account established under this Article XXIX may
be credited with interest or other forms of investment return, as determined by
the Committee. A Participant for whom such an account is established shall have
no rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company. If the deferral or conversion of Awards is
permitted or required, the Committee may establish rules, procedures and forms
pertaining to such Awards, including (without limitation) the settlement of
deferred compensation accounts established under this Article XXIX.

XXX.    GOVERNING LAW

        This Plan shall be governed by the laws of the State of Delaware and
construed in accordance therewith.

Adopted this ____ day of _____________, 2004.

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