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                                                                    Exhibit 10.1

 
                              Mastech Corporation

                 AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN

                                        
Section 1.    General Purpose of the Plan; Definitions.  The name of the plan is
the Mastech Corporation Amended 1996 Stock Incentive Plan (the "Plan").  The
purpose of the Plan is to encourage and enable the officers, employees,
directors and  consultants  of Mastech Corporation (the "Company") and its
Subsidiaries upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business to acquire a proprietary
interest in the Company.  It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company, thereby stimulating their efforts on
the Company's behalf and strengthening their desire to remain with the Company.

     The following terms shall be defined as set forth below:

     "Act" means the Securities Exchange Act of 1934, as amended.

     "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, Stock Awards, Performance Share Awards and
Stock Appreciation Rights.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

     "Effective Date" means the date on which the Plan is approved by the
stockholders as set forth in Section 19.

     "Fair Market Value" of the Stock on any given date means (i) if the Stock
is admitted to quotation on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the Fair Market Value on any given date
shall be the average of the highest bid and lowest asked prices of the Stock
reported for such date or, if no bid and asked prices were reported for such
date, for the last day preceding such date for which such prices were reported,
or (ii) if the Stock is admitted to trading on a United States securities
exchange or the NASDAQ National Market System, the Fair Market Value on any date
shall be the closing price reported for the Stock on such exchange or system for
such date or, if no sales were reported for such date, for the last day
preceding such date for which a sale was reported; (iii) notwithstanding the
foregoing, the Fair Market Value of the Stock on the effective date of the
Initial Public Offering shall be the offering price to the public of the Stock
on such date; and (iv) if the Fair Market Value cannot be determined on the
basis previously set forth in this definition on the date that


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Fair Market Value is to be determined, The Board shall in good faith determine
the Fair Market Value of the Stock on such date.

     "Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.

     "Independent Director" means a member of the Board who is not an employee
or officer of the Company or any Subsidiary.

     "Initial Public Offering" means the first underwritten public offering
pursuant to an effective registration statement under the Securities Act of
1933, as amended, covering the offer and sale of Stock to the public.

     "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

     "Option" or "Stock Option" means any Option to purchase shares of Stock
granted pursuant to Section 6.

     "Performance Share Award" means any Award granted pursuant to Section 12.

     "Restricted Stock Award" means any Award granted pursuant to Section 10.

     "Stock" means the Common Stock, par value $.01 per share, of the Company,
subject to adjustments pursuant to Section 14.

     "Stock Appreciation Right" or "SAR" means any Award granted pursuant to
Section 7.

     "Stock Award" means any award granted pursuant to Section 11.

     "Subsidiary" means any corporation or other entity (other than the Company)
in any unbroken chain of corporations or other entities, beginning with the
Company, if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interests in one of the other
corporations or entities in the chain.

     Section 2. Administration. The Plan shall be administered by the full Board
of Directors of the Company or a committee of such Board of Directors comprised
of two or more "Non-Employee Directors" within the meaning of Rule 16b-3(a)(3)
promulgated under the Act (the "Plan Administrator"). Subject to the provisions
of the Plan, the Plan Administrator is authorized to:

            (a)  construe the Plan and any Award under the Plan;

            (b)  select the directors, officers, employees and consultants of
                 the Company and its Subsidiaries to whom Awards may be granted;

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            (c)  determine the number of shares of Stock to be covered by any
                 Award;

            (d)  determine and modify from time to time the terms and
                 conditions, including restrictions, of any Award and to approve
                 the form of written instrument evidencing Awards;

            (e)  accelerate at any time the exercisability or vesting of all or
                 any portion of any Award and/or to include provisions in awards
                 providing for such acceleration;

            (f)  impose limitations on Awards, including limitations on transfer
                 and repurchase provisions;

            (g)  extend the exercise period within which Stock Options may be
                 exercised; and

            (h)  determine at any time whether, to what extent, and under what
                 circumstances Stock and other amounts payable with respect to
                 an Award shall be deferred either automatically or at the
                 election of the participant and whether and to what extent the
                 Company shall pay or credit amounts constituting interest (at
                 rates determined by the Plan Administrator) or dividends or
                 deemed dividends on such deferrals.

The determination of the Plan Administrator on any such matters shall be
conclusive.

     Section 3. Delegation of Authority to Grant Awards. The Plan Administrator,
in its discretion, may delegate to the Co-Chairmen of the Company all or part of
the Plan Administrator's authority and duties with respect to granting Awards to
individuals who are not subject to the reporting provisions of Section 16 of the
Act or "covered employees" within the meaning of Section 162(m) of the Code. The
Plan Administrator may revoke or amend the terms of such a delegation at any
time, but such revocation shall not invalidate prior actions of the Co-Chairmen
that were consistent with the terms of the Plan.

     Section 4.  Eligibility.  Directors, officers, employees and consultants of
the Company or its Subsidiaries who, in the opinion of the Plan Administrator,
are mainly responsible for the continued growth and development and future
financial success of the business shall be eligible to participate in the Plan.
In addition, Independent Directors are eligible to receive an automatic grant of
Stock Options pursuant to Section 9 hereof.

     Section 5. Shares Subject to the Plan. The number of shares of Stock which
may be issued pursuant to the Plan shall be 10% of the total of (i) the number
of shares outstanding on each December 31, beginning on December 31, 1998, or
(ii) the largest number of shares outstanding on any previous December 31;
provided, however, that the foregoing formula shall never result in a decrease
--------
in the maximum number of shares available under this Plan.  For purposes of the
foregoing limitation, the shares of Stock underlying any Awards which are
forfeited, canceled, reacquired by the Company, satisfied without the issuance
of Stock or

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otherwise terminated (other than by exercise) shall be added back to the number
of shares of Stock available for issuance under the Plan. Notwithstanding the
foregoing, on and after the date that the Plan is subject to Section 162(m) of
the Code, Stock Options with respect to no more than 400,000 shares of Stock may
be granted to any one individual participant during any one calendar year
period. To the extent that an SAR is granted in conjunction with an Option, the
shares covered by such SAR and Option shall be counted only once. Common Stock
to be issued under the Plan may be either authorized and unissued shares or
shares held in treasury by the Company.

     Section 6. Stock Options. Options granted pursuant to the Plan may be
either Options which are Incentive Stock Options or Non-Qualified Stock Options.
Incentive Stock Options and Non-Qualified Stock Options shall be granted
separately hereunder. The Plan Administrator, shall determine whether and to
what extent Options shall be granted under the Plan and whether such Options
granted shall be Incentive Stock Options or Non-Qualified Stock Options;
provide, however, that: (a) Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code; and (b) No Incentive Stock
Option may be granted following the tenth anniversary of the effective date of
the Plan. The provisions of the Plan and any stock Option agreement pursuant to
which Incentive Stock Options shall be issued shall be construed in a manner
consistent with Section 422 of the Code (or any successor provision) and rules
and regulations promulgated thereunder.

     Section 7. Stock Appreciation Rights. The Plan Administrator may, from time
to time, subject to the provisions of the Plan, grant SARs to eligible
participants. Such SARs may be granted (i) alone, (ii) simultaneously with the
grant of an Option (either an Incentive Stock Option or Non-Qualified Stock
Option) and in conjunction therewith or in the alternative thereto or (iii)
subsequent to the grant of a Non-Qualified Stock Option and in conjunction
therewith or in the alternative thereto.

            (a)  An SAR shall entitle the holder upon exercise thereof to
                 receive from the Company, upon a written request filed with the
                 Secretary of the Company at its principal offices (the
                 "Request"), (i) a number of shares of Stock (with or without
                 restrictions as to substantial risk of forfeiture and
                 transferability, as determined by the Plan Administrator in its
                 sole discretion), (ii) an amount of cash, or (iii) any
                 combination of shares of Stock and cash, as specified in the
                 Request (but subject to the approval of the Plan Administrator
                 in its sole discretion, at any time up to and including the
                 time of payment, as to the making of any cash payment), having
                 an aggregate Fair Market Value equal to the product of (i) the
                 excess of the Fair Market Value, on the day of such Request, of
                 one share of Stock over the exercise price per share specified
                 in such SAR or its related Option, multiplied by (ii) the
                 number of shares of Stock for which such SAR shall be
                 exercised.


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            (b)  The exercise price of an SAR granted alone shall be determined
                 by the Plan Administrator, but may not be less than the Fair
                 Market Value of the underlying Stock on the date of grant. An
                 SAR granted simultaneously with or subsequent to the grant of
                 an Option and in conjunction therewith or in the alternative
                 thereto shall have the same exercise price as the related
                 Option, shall be transferable only upon the same terms and
                 conditions as the related Option, and shall be exercisable only
                 to the same extent as the related Option; provided, however,
                                                           --------  -------
                 that an SAR, by its terms, shall be exercisable only when the
                 Fair Market Value of the Stock subject to the SAR and related
                 Option exceeds the exercise price thereof.

            (c)  Upon exercise of an SAR granted simultaneously with or
                 subsequent to an Option and in the alternative thereto, the
                 number of shares of Stock for which the related Option shall be
                 exercisable shall be reduced by the number of shares of Stock
                 for which the SAR shall have been exercised. The number of
                 shares of Stock for which an SAR shall be exercisable shall be
                 reduced upon any exercise of a related Option by the number of
                 shares of Stock for which such Option shall have been
                 exercised.

            (d)  Any SAR shall be exercisable upon such additional terms and
                 conditions as may be prescribed by the Plan Administrator.

     Section 8. Terms of Options and SARs. Each Option or SAR granted under the
Plan shall be evidenced by an agreement between the Company and the person to
whom such Option or SAR is granted and shall be subject to the following terms
and conditions:

            (a)  Subject to adjustment as provided in Section 14 of this Plan,
                 the price at which each share covered by an Option may be
                 purchased shall be determined in each case by the Plan
                 Administrator; provided, however, that such price shall not, in
                 the case of an Incentive Stock Option, be less than the Fair
                 Market Value of the underlying Stock at the time the Option is
                 granted. If an optionee owns (or is deemed to own under
                 applicable provisions of the Code and rules and regulations
                 promulgated thereunder) more than ten percent (10%) of the
                 combined voting power of all classes of the stock of the
                 Company and an Option granted to such optionee is intended to
                 qualify as an Incentive Stock Option, the Option price shall be
                 no less than 110% of the Fair Market Value of the Common Stock
                 covered by the Option on the date the Option is granted.

            (b)  The aggregate Fair Market Value of shares of Stock with respect
                 to which Incentive Stock Options are first exercisable by the
                 optionee in any calendar year (under all plans of the Company)
                 shall not exceed the limitations, if any, imposed by Section
                 422(d) of the Code (or any successor provision). If any Option
                 designated as an Incentive Stock Option, either alone or in
                 conjunction with any other Option or Options,


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                 exceeds the foregoing limitation, the portion of such Option in
                 excess of such limitation shall automatically be reclassified
                 (in whole share increments and without fractional share
                 portions) as a Non-Qualified Stock Option, with later granted
                 Options being so reclassified first.

            (c)  Neither an Option nor an SAR shall be transferable by the
                 participant otherwise than by will or by the laws of descent
                 and distribution or pursuant to a domestic relations order.
                 After the death of the participant, the Option or SAR may be
                 transferred to the Company upon such terms and conditions, if
                 any, as the Plan Administrator and the personal representative
                 or other person entitled to exercise the Option or SAR may
                 agree within the period specified in subsection 8(d)(iii)
                 hereof.

            (d)  An Option or SAR may be exercised in whole at any time, or in
                 part from time to time, within such period or periods (not to
                 exceed ten years from the granting of the Option in the case of
                 an Incentive Stock Option) as may be determined by the Plan
                 Administrator and set forth in the agreement (such period or
                 periods being hereinafter referred to as the "Option Period"),
                 provided that, unless the agreement provides otherwise:

                 (i)  If a participant who is an employee of the Company shall
                      cease to be employed by the Company, all Options and SARs
                      to which the employee is then entitled to exercise may be
                      exercised only within three months after the termination
                      of employment and within the Option Period or, if such
                      termination was due to disability or retirement (as
                      hereinafter defined), within one year after termination of
                      employment and within the Option Period. Notwithstanding
                      the foregoing: (a) in the event that any termination of
                      employment shall be for Cause (as defined herein) or the
                      participant becomes an officer or director of, a
                      consultant to or employed by a Competing Business (as
                      defined herein), during the Option Period, then any and
                      all Options and SARs held by such participant shall
                      forthwith terminate; and (b) the Plan Administrator may,
                      in its sole discretion, extend the Option Period of any
                      Option or SAR for up to three years from the date of
                      termination of employment regardless of the original
                      Option Period. For purposes of the Plan, retirement shall
                      mean the termination of employment with the Company, other
                      than for Cause, at any time after the age 65.

                      For purposes of this Plan, the term "Cause" shall mean (a)
                      with respect to an individual who is party to a written
                      agreement with the Company which contains a definition of
                      "cause" or "for cause" or words of similar import for
                      purposes of termination of employment thereunder by the
                      Company, "cause" or "for cause" as

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                      defined in such agreement; (b) in all other cases (I) the
                      willful commission by an employee of a criminal or other
                      act that causes substantial economic damage to the Company
                      or substantial injury to the business reputation of the
                      Company; (II) the commission of an act of fraud in the
                      performance of such person's duties to or on behalf of the
                      Company; or (III) the continuing willful failure of a
                      person to perform the duties of such person to the Company
                      (other than a failure to perform duties resulting from
                      such person's incapacity due to illness) after written
                      notice thereof (specifying the particulars thereof in
                      reasonable detail) and a reasonable opportunity to cure
                      such failure are given to the person by the Board of
                      Directors of the Company or the Plan Administrator. For
                      purposes of the Plan, no act, or failure to act, on the
                      part of any person shall be considered "willful" unless
                      done or omitted to be done by the person other than in
                      good faith and without reasonable belief that the person's
                      action or omission was in the best interest of the
                      Company.

                      For purposes of this Plan, the term "Competing Business"
                      shall mean: any person, corporation or other entity
                      engaged in the business of (a) providing information
                      technology services or (b) selling or attempting to sell
                      any product or service which is the same as or similar to
                      products or services sold by the Company within the last
                      year prior to termination of such person's employment,
                      consultant relationship or directorship, as the case may
                      be, hereunder.

                 (ii) If a participant who is a director of the Company shall
                      cease to serve as a director of the Company, any Options
                      or SARs then exercisable by such director may be exercised
                      only within three months after the cessation of service
                      and within the Option Period unless such cessation was due
                      to disability, in which case such optionee may exercise
                      such Option or SAR within one year after cessation of
                      service and within the Option Period. Notwithstanding the
                      foregoing: (a) if any cessation of service as a director
                      was the result of removal for Cause or the participant
                      becomes an officer or director of, a consultant to or
                      employed by a Competing Business during the Option Period,
                      any Options and SARs held by such participant shall
                      forthwith terminate; and (b) the Plan Administrator may in
                      its sole discretion extend the Option Period of any Option
                      or SAR for up to three years from the date of cessation of
                      service regardless of the original Option Period;

               (iii)  If the participant shall die during the Option Period, any
                      Options or SARs then exercisable may be exercised only
                      within one year after


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                      the participant's death and within the Option Period and
                      only by the participant's personal representative or
                      persons entitled thereto under the participant's will or
                      the laws of descent and distribution;

                 (iv) The Option or SAR may not be exercised for more shares
                      (subject to adjustment as provided in Section 14) after
                      the termination of the participant's employment, cessation
                      of service as a director or the participant's death, as
                      the case may be, than the participant was entitled to
                      purchase thereunder at the time of the termination of the
                      participant's employment or the participant's death; and

                 (v)  If a participant owns (or is deemed to own under
                      applicable provisions of the Code and regulations
                      promulgated thereunder) more than 10% of the combined
                      voting power of all classes of stock of the Company (or
                      any parent or subsidiary corporation of the Company) and
                      an Option granted to such participant is intended to
                      qualify as an Incentive Stock Option, the Option by its
                      terms may not be exercisable after the expiration of five
                      years from the date such Option is granted.

            (e)  The Option exercise price of each share purchased pursuant to
                 an Option shall be paid in full at the time of each exercise
                 (the "Payment Date") of the Option (i) in cash; (ii) by
                 delivering to the Company a notice of exercise with an
                 irrevocable direction to a broker-dealer registered under the
                 Act to sell a sufficient portion of the shares and deliver the
                 sale proceeds directly to the Company to pay the exercise
                 price; (iii) in the discretion of the Plan Administrator,
                 through the delivery to the Company of previously-owned shares
                 of Common Stock having an aggregate Fair Market Value equal to
                 the Option exercise price of the shares being purchased
                 pursuant to the exercise of the Option; provided, however, that
                 shares of Common Stock delivered in payment of the Option price
                 must have been held by the participant for at least six (6)
                 months in order to be utilized to pay the Option price; (iv) in
                 the discretion of the Plan Administrator, through an election
                 to have shares of Common Stock otherwise issuable to the
                 optionee withheld to pay the exercise price of such Option; or
                 (v) in the discretion of the Plan Administrator, through any
                 combination of the payment procedures set forth in subsections
                 (i)-(iv) of this Section 8(e).

            (f)  The Plan Administrator, in its discretion, may authorize "stock
                 retention Options" which provide, upon the exercise of an
                 Option previously granted under this Plan (a "prior Option"),
                 using previously owned shares, for the automatic issuance of a
                 new Option under this Plan with an exercise price equal to the
                 current Fair Market Value and for up to the number of shares
                 equal to the number of previously-owned shares


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                 delivered in payment of the exercise price of the prior Option.
                 Such stock retention Option shall have the same Option Period
                 as the prior Option.

            (g)  Nothing contained in the Plan nor in any Award agreement shall
                 confer upon any participant any right with respect to the
                 continuance of employment by the Company nor interfere in any
                 way with the right of the Company to terminate his employment
                 or change his compensation at any time.

            (h)  The Plan Administrator may include such other terms and
                 conditions not inconsistent with the foregoing as the Plan
                 Administrator shall approve. Without limiting the generality of
                 the foregoing sentence, the Plan Administrator shall be
                 authorized to determine that Options or SARs shall be
                 exercisable in one or more installments during the term of the
                 Option, subject to the attainment of performance goals and
                 objectives and the right to exercise may be cumulative as
                 determined by the Plan Administrator.

     Section 9.  Independent Director Options.  Anything to the contrary
notwithstanding, each Independent Director who is first elected or appointed to
serve as a director commencing after the effective time of the Initial Public
Offering shall automatically be granted Non-Qualified Stock Options to purchase
15,000 shares of Stock.  The Option exercise price for Options granted to
Independent Directors under the Plan will be equal the Fair Market Value of the
Stock on the date of grant.  Options granted to Independent Directors under the
foregoing provisions will be granted on the date that such Independent Director
is first elected or appointed to serve as a director and will vest in equal
annual installments over three years commencing on the anniversary of the date
of grant and will expire ten years after grant, subject to earlier termination
if the optionee ceases to serve as a director.

     Section 10.  Restricted Stock Awards.

            (a)  The Plan Administrator may grant Restricted Stock Awards to any
                 officer, employee or consultant of the Company and its
                 Subsidiaries. A Restricted Stock Award entitles the recipient
                 to acquire shares of Stock subject to such restrictions and
                 conditions as the Plan Administrator may determine at the time
                 of grant ("Restricted Stock"). Conditions may be based on
                 continuing employment (or other business relationship) and/or
                 achievement of pre-established performance goals and
                 objectives.

            (b)  Upon execution of a written instrument setting forth the
                 Restricted Stock Award and paying any applicable purchase
                 price, a participant shall have the rights of a shareholder
                 with respect to the Stock subject to the Restricted Stock
                 Award, including, but not limited to the right to vote and
                 receive dividends with respect thereto; provided, however, that
                 shares of Stock subject to Restricted Stock Awards that have
                 not vested shall be subject to the restrictions on
                 transferability described in Section 10(d) below. Unless the
                 Plan Administrator shall otherwise determine,

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                 certificates evidencing the Restricted Stock shall remain in
                 the possession of the Company until such Restricted Stock is
                 vested as provided in Section 10(c) below.

            (c)  The Plan Administrator at the time of grant shall specify the
                 date or dates and/or the attainment of pre-established
                 performance goals, objectives and other conditions on which
                 Restricted Stock shall become vested, subject to such further
                 rights of the Company or its assigns as may be specified in the
                 instrument evidencing the Restricted Stock Award. If the
                 grantee or the Company, as the case may be, fails to achieve
                 the designated goals or the grantee's relationship with the
                 Company is terminated prior to the expiration of the vesting
                 period, the grantee shall forfeit all shares of Stock subject
                 to the Restricted Stock Award which have not then vested.

            (d)  Unvested Restricted Stock may not be sold, assigned
                 transferred, pledged or otherwise encumbered or disposed of
                 except as specifically provided herein or in the written
                 instrument evidencing the Restricted Stock Award.

     Section 11. Stock Awards.  The Plan Administrator may, in its sole
discretion, grant (or sell at a purchase price determined by the Plan
Administrator) a Stock Award to any officer, employee or consultant of the
Company or its Subsidiaries, pursuant to which such individual may receive
shares of Stock free of any vesting restrictions (a "Stock Award") under the
Plan.  Stock Awards may be granted or sold as described in the preceding
sentence in respect of past services or other valid consideration, or in lieu of
any cash compensation due to such individual.

     Section 12. Performance Share Awards. A Performance Share Award is an Award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Plan Administrator may make Performance Share
Awards independent of or in connection with the granting of any other Award
under the Plan. Performance Share Awards may be granted under the Plan to any
officer, employee or consultant of the Company or its Subsidiaries, including
those who qualify for awards under other performance plans of the Company. The
Plan Administrator in its sole discretion shall determine whether and to whom
Performance Share Awards shall be made, the performance goals applicable under
each such Award, the periods during which performance is to be measured, and all
other limitations and conditions applicable to the awarded Performance Shares;
provided, however, that the Plan Administrator may rely on the performance goals
and other standards applicable to other performance plans of the Company in
setting the standards for Performance Share Awards under the Plan.

     Section 13. Tax Withholding.

            (a)  Whenever shares are to be issued or cash is to be paid under
                 the Plan, the Company shall have the right to require the
                 participant to remit to the Company an amount sufficient to
                 satisfy federal, state and local tax withholding requirements
                 prior to the delivery of any certificate for shares or any
                 proceeds; provided, however, that in the case of a participant
                 who


                                      30
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                 receives an Award of shares under the Plan which is not
                 fully vested, the participant shall remit such amount on the
                 first business day following the Tax Date. The "Tax Date" for
                 purposes of this Section 13 shall be the date on which the
                 amount of tax to be withheld is determined. If a participant
                 makes a disposition of shares acquired upon the exercise of an
                 Incentive Stock Option within either two years after the Option
                 was granted or one year after its exercise by the participant,
                 the participant shall promptly notify the Company and the
                 Company shall have the right to require the participant to pay
                 to the Company an amount sufficient to satisfy federal, state
                 and local tax withholding requirements.

            (b)  A participant who is obligated to pay the Company an amount
                 required to be withheld under applicable tax withholding
                 requirements may pay such amount (i) in cash; (ii) in the
                 discretion of the Plan Administrator, through the delivery to
                 the Company of previously-owned shares of Common Stock having
                 an aggregate Fair Market Value on the Tax Date equal to the tax
                 obligation provided that the previously owned shares delivered
                 in satisfaction of the withholding obligations must have been
                 held by the participant for at least six (6) months; or (iii)
                 in the discretion of the Plan Administrator, through a
                 combination of the procedures set forth in subsections (i) and
                 (ii) of this Section 13(b).

            (c)  A participant who is obligated to pay to the Company an amount
                 required to be withheld under applicable tax withholding
                 requirements in connection with either the exercise of a Non-
                 Qualified Stock Option, or the receipt of a Restricted Stock
                 Award, Stock Award or Performance Share Award under the Plan
                 may, in the discretion of the Plan Administrator, elect to
                 satisfy this withholding obligation, in whole or in part, by
                 requesting that the Company withhold shares of stock otherwise
                 issuable to the participant having a Fair Market Value on the
                 Tax Date equal to the amount of the tax required to be
                 withheld; provided, however, that shares may be withheld by the
                 Company only if such withheld shares have vested. Any
                 fractional amount shall be paid to the Company by the
                 participant in cash or shall be withheld from the participant's
                 next regular paycheck.

            (d)  An election by a participant to have shares of stock withheld
                 to satisfy federal, state and local tax withholding
                 requirements pursuant to Section 13(c) must be in writing and
                 delivered to the Company prior to the Tax Date.

     Section 14. Adjustment of Number and Price of Shares.

          Any other provision of the Plan notwithstanding:


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            (a)  If, through or as a result of any merger, consolidation, sale
                 of all or substantially all of the assets of the Company,
                 reorganization, recapitalization, reclassification, stock
                 dividend, stock split, reverse stock split or other similar
                 transaction, the outstanding shares of Stock are increased or
                 decreased or are exchanged for a different number or kind of
                 shares or other securities of the Company, or additional shares
                 or new or different shares or other securities of the Company
                 or other non-cash assets are distributed with respect to such
                 shares of Stock or other securities, the Plan Administrator
                 shall make an appropriate or proportionate adjustment in (i)
                 the number of Stock Options that can be granted to any one
                 individual participant, (ii) the number and kind of shares or
                 other securities subject to any then outstanding Awards under
                 the Plan, and (iii) the price for each share subject to any
                 then outstanding Stock Options under the Plan, without changing
                 the aggregate exercise price (i.e., the exercise price
                 multiplied by the number of shares) as to which such Stock
                 Options remain exercisable. The adjustment by the Plan
                 Administrator shall be final, binding and conclusive.

            (b)  In the event that, by reason of a corporate merger,
                 consolidation, acquisition of property or stock, separation,
                 reorganization or liquidation, the Board of Directors shall
                 authorize the issuance or assumption of a stock Option or stock
                 Options in a transaction to which Section 424(a) of the Code
                 applies, then, notwithstanding any other provision of the Plan,
                 the Plan Administrator may grant an Option or Options upon such
                 terms and conditions as it may deem appropriate for the purpose
                 of assumption of the old Option, or substitution of a new
                 Option for the old Option, in conformity with the provisions of
                 Code Section 424(a) and the rules and regulations thereunder,
                 as they may be amended from time to time.

            (c)  No adjustment or substitution provided for in this Section 14
                 shall require the Company to issue or to sell a fractional
                 share under any stock Option agreement or share award agreement
                 and the total adjustment or substitution with respect to each
                 stock Option and share award agreement shall be limited
                 accordingly.

            (d)  In the case of (i) the dissolution or liquidation of the
                 Company, (ii) a merger, reorganization or consolidation in
                 which the Company is acquired by another person or entity
                 (other than a holding company formed by the Company), (iii) the
                 sale of all or substantially all of the assets of the Company
                 to an unrelated person or entity, or (iv) the sale of all of
                 the stock of the Company to a unrelated person or entity (in
                 each case, a "Fundamental Transaction"), the Plan and all
                 Awards granted hereunder shall terminate, unless provision is
                 made in connection with the Fundamental Transaction for the
                 assumption of the Awards heretofore granted, or the
                 substitution of such Awards with new awards of the


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<PAGE>
 
                 successor entity, with appropriate adjustment as to the number
                 and kind of shares and, if appropriate, the per share exercise
                 price as provided in Subsections (a) and (b) of this Section
                 14. In the event of such termination each participant shall be
                 notified of such proposed termination and permitted to exercise
                 for a period of at least 15 days prior to the date of such
                 termination all Options and SARs held by such participant which
                 are then exercisable.

     Section 15. Amendment and Discontinuance. The Board of Directors may alter,
amend, suspend or discontinue the Plan, provided that no such action shall
deprive any person without such person's consent of any rights theretofore
granted pursuant hereto.

     Section 16. Compliance with Governmental Regulations. Notwithstanding any
provision of the Plan or the terms of any agreement entered into pursuant to the
Plan, the Company shall not be required to issue any shares hereunder prior to
registration of the shares subject to the Plan under the Securities Act of 1933
or the Act, if such registration shall be necessary, or before compliance by the
Company or any participant with any other provisions of either of those acts or
of regulations or rulings of the Securities and Exchange Commission thereunder,
or before compliance with other federal and state laws and regulations and
rulings thereunder, including the rules any applicable exchange or of the Nasdaq
Stock Market. The Company shall use its best efforts to effect such
registrations and to comply with such laws, regulations and rulings forthwith
upon advice by its counsel that any such registration or compliance is
necessary.

     Section 17. Compliance with Section 16.  With respect to persons subject to
Section 16 of the Act, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 (or its successor rule and shall be
construed to the fullest extent possible in a manner consistent with this
intent). To the extent that any Award fails to so comply, it shall be deemed to
be modified to the extent permitted by law and to the extent deemed advisable by
the Plan Administrator in order to comply with Rule 16b-3.

     Section 18. Participation by Foreign Nationals. The Plan Administrator may,
in order to fulfill the purposes of the Plan and without amending the Plan,
modify grants to foreign nationals or United States citizens employed abroad in
order to recognize differences in local law, tax policy or custom.

     Section 19. Effective Date of Plan.  The Plan became effective on December 
8, 1996, the date of approval and adoption of the Plan by requisite vote of the
holders of the outstanding shares of Stock and was amended and restated on June
1, 1998.

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