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                                                                     EXHIBIT 4.7

BONE CARE INTERNATIONAL, INC. 2003 STOCK INCENTIVE PLAN

1.    INTRODUCTION

         A. PURPOSES.

         The purposes of the Bone Care International, Inc. 2003 Stock Incentive
Plan (the "Plan") of Bone Care International, Inc., a Wisconsin corporation (the
"Company"), are (i) to align the interests of the Company's stockholders and the
recipients of awards under this Plan by increasing the proprietary interest of
such recipients in the Company's growth and success, (ii) to advance the
interests of the Company by attracting and retaining directors, officers and
other employees and (iii) to motivate such persons to act in the long-term best
interests of the Company and its stockholders.

         B. CERTAIN DEFINITIONS.

         "AGREEMENT" shall mean the written agreement evidencing an award
hereunder between the Company and the recipient of such award.

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

         "CAUSE" shall mean (i) the willful failure to perform the duties
assigned by the Company (other than a failure resulting from the holder's
Disability), (ii) the willful engaging in conduct which is demonstrably
injurious to the Company or any Subsidiary, monetarily or otherwise, including
conduct that, in the reasonable judgment of the Company, constitutes gross
negligence or no longer conforms to the standard of the Company's executives or
employees or (iii) any act of fraud, embezzlement, theft or other act of
dishonesty, admission or conviction of a felony or of any crime involving moral
turpitude, fraud, embezzlement, theft or misrepresentation, or the violation of
any statutory or common law duty of loyalty to the Company or any Subsidiary.

         "CHANGE IN CONTROL" shall have the meaning set forth in Section 6.8(b).

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "COMMITTEE" shall mean the committee designated by the Board,
consisting of two or more members of the Board, each of whom may be (i) a
"Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act
and (ii) an "outside director" within the meaning of Section 162(m) of the Code.

         "COMMON STOCK" shall mean the common stock, without par value, of the
Company, together with associated preferred stock purchase rights.

         "COMPANY" shall have the meaning set forth in Section 1.1.

         "CORPORATE TRANSACTION" shall have the meaning set forth in Section
6.8(b)(3).

         "DIRECTOR COMMENCEMENT DATE" shall have the meaning set forth in
Section 3.2.

         "DISABILITY" shall mean the inability of the holder of an award to
perform substantially such holder's duties and responsibilities for at least 180
consecutive days as a result of the holder's physical or mental illness, as
determined solely by the Committee.

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

         "FAIR MARKET VALUE" shall mean the closing transaction price of a share
of Common Stock as reported in the Nasdaq Stock Market on the date as of which
such value is being determined or, if the Common Stock is not listed on Nasdaq,
the closing transaction price of a share of Common Stock on the principal
national stock exchange on which the Common Stock is traded on the date as of
which such value is being determined, or if there shall be no reported
transaction for such date, on the next preceding date for which a transaction
was reported; provided, however, that if Fair Market Value



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for any date cannot be so determined, Fair Market Value shall be determined by
the Committee by whatever means or method as the Committee, in the good faith
exercise of its discretion, shall at such time deem appropriate.

         "FREE-STANDING SAR" shall mean an SAR which is not granted in tandem
with, or by reference to, an option, which entitles the holder thereof to
receive, upon exercise, shares of Common Stock (which may be Restricted Stock),
cash or a combination thereof with an aggregate value equal to the excess of the
Fair Market Value of one share of Common Stock on the date of exercise over the
base price of such SAR, multiplied by the number of such SARs which are
exercised.

         "INCENTIVE STOCK OPTION" shall mean an option to purchase shares of
Common Stock that meets the requirements of Section 422 of the Code, or any
successor provision, which is intended by the Committee to constitute an
Incentive Stock Option.

         "INCUMBENT BOARD" shall have the meaning set forth in Section
6.8(b)(2).

         "MATURE SHARES" shall mean previously-acquired shares of Common Stock
for which the holder thereof has good title, free and clear of all liens and
encumbrances, and which such holder either (i) has held for at least six months
or (ii) has purchased on the open market.

         "NON-EMPLOYEE DIRECTOR" shall mean any director of the Company who is
not an officer or employee of the Company or any Subsidiary.

         "NON-QUALIFIED STOCK OPTION" shall mean an option to purchase shares of
Common Stock which is not an Incentive Stock Option.

         "OUTSTANDING COMMON STOCK" shall have the meaning set forth in Section
6.8(b)(1).

         "OUTSTANDING VOTING SECURITIES" shall have the meaning set forth in
Section 6.8(b)(1).

         "PERFORMANCE MEASURES" shall mean the criteria and objectives,
established by the Committee, which shall be satisfied or met (i) as a condition
to the grant or exercisability of all or a portion of an option or SAR, (ii) as
a condition to the grant of a Stock Award or (iii) during the applicable
Restriction Period or Performance Period as a condition to the holder's receipt,
in the case of a Restricted Stock Award, of the shares of Common Stock subject
to such award, or, in the case of a Performance Share Award, of the shares of
Common Stock subject to such award and/or of payment with respect to such award.
Such criteria and objectives may include one or more of the following: the
attainment by a share of Common Stock of a specified Fair Market Value for a
specified period of time, earnings per share, return to stockholders (including
dividends), return on assets, return on equity, earnings of the Company,
revenues, market share, cash flow or cost reduction goals, or any combination of
the foregoing.

         "PERFORMANCE PERIOD" shall mean any period designated by the Committee
during which the Performance Measures applicable to a Performance Share Award
shall be measured.

         "PERFORMANCE SHARE" shall mean a right, contingent upon the attainment
of specified Performance Measures within a specified Performance Period, to
receive one share of Common Stock, which may be Restricted Stock, or in lieu of
all or a portion thereof, the Fair Market Value of such share of Common Stock in
cash.

         "PERFORMANCE SHARE AWARD" shall mean an award of Performance Shares
under this Plan.

         "PERMANENT AND TOTAL DISABILITY" shall have the meaning set forth in
Section 22(e)(3) of the Code or any successor thereto.

         "PERSON" shall have the meaning set forth in Section 6.8(b)(1).

         "PLAN" shall have the meaning set forth in Section 1.1.

         "POST-TERMINATION EXERCISE PERIOD" shall mean the period specified in
or pursuant to Section 2.3(a), Section 2.3(b), Section 2.3(d) or Section 2.3(e)
following termination of employment with or service to the Company during which
an option or SAR may be exercised.


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         "RESTRICTED STOCK" shall mean shares of Common Stock which are subject
to a Restriction Period.

         "RESTRICTED STOCK AWARD" shall mean an award of Restricted Stock under
this Plan.

         "RESTRICTION PERIOD" shall mean any period designated by the Committee
during which the Common Stock subject to a Restricted Stock Award may not be
sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or
disposed of, except as provided in this Plan or the Agreement relating to such
award.

         "RETIREMENT" shall mean termination of employment with or service to
the Company by reason of retirement on or after age 60.

         "SAR" shall mean a stock appreciation right which may be a
Free-Standing SAR or a Tandem SAR.

         "STOCK AWARD" shall mean a Restricted Stock Award or an Unrestricted
Stock Award.

         "SUBSIDIARY" and "SUBSIDIARIES" shall have the meanings set forth in
Section 1.4.

         "TANDEM SAR" shall mean an SAR which is granted in tandem with, or by
reference to, an option (including a Non-Qualified Stock Option granted prior to
the date of grant of the SAR), which entitles the holder thereof to receive,
upon exercise of such SAR and surrender for cancellation of all or a portion of
such option, shares of Common Stock (which may be Restricted Stock), cash or a
combination thereof with an aggregate value equal to the excess of the Fair
Market Value of one share of Common Stock on the date of exercise over the base
price of such SAR, multiplied by the number of shares of Common Stock subject to
such option, or portion thereof, which is surrendered.

         "TAX DATE" shall have the meaning set forth in Section 4.5.

         "TEN PERCENT HOLDER" shall have the meaning set forth in Section
2.1(a).

         "UNRESTRICTED STOCK" shall mean shares of Common Stock which are not
subject to a Restriction Period or Performance Measures.

         "UNRESTRICTED STOCK AWARD" shall mean an award of Unrestricted Stock
under this Plan.


         C. ADMINISTRATION.

This Plan shall be administered by the Committee. Any one or a combination of
the following awards may be made under this Plan to eligible persons: (i)
options to purchase shares of Common Stock in the form of Incentive Stock
Options or Non-Qualified Stock Options, (ii) SARs in the form of Tandem SARs or
Free-Standing SARs, (iii) Stock Awards in the form of Restricted Stock or
Unrestricted Stock and (iv) Performance Shares. The Committee shall, subject to
the terms of this Plan, select eligible persons for participation in this Plan
and determine the form, amount and timing of each award to such persons and, if
applicable, the number of shares of Common Stock, the number of SARs and the
number of Performance Shares subject to such an award, the exercise price or
base price associated with the award, the time and conditions of exercise or
settlement of the award and all other terms and conditions of the award,
including, without limitation, the form of the Agreement evidencing the award.
The Committee may, in its sole discretion and for any reason at any time,
subject to the requirements of Section 162(m) of the Code and regulations
thereunder in the case of an award intended to be qualified performance-based
compensation, take action such that (i) any or all outstanding options and SARs
shall become exercisable in part or in full, (ii) all or a portion of the
Restriction Period applicable to any outstanding Restricted Stock Award shall
lapse, (iii) all or a portion of the Performance Period applicable to any
outstanding Performance Share Award shall lapse and (iv) the Performance
Measures applicable to any outstanding award (if any) shall be deemed to be
satisfied at the maximum or any other level. The Committee shall, subject to the
terms of this Plan, interpret this Plan and the application thereof, establish
rules and regulations it deems necessary or desirable for the administration of
this Plan and may impose, incidental to the grant of an award, conditions with
respect to the award, such as limiting competitive employment or other
activities. All such interpretations, rules, regulations and conditions shall be
final, binding and conclusive.

         The Committee may delegate some or all of its power and authority
hereunder to the Board or the Chief Executive Officer or other executive officer
of the Company as the Committee deems appropriate; provided, however, that (i)
the


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Committee may not delegate its power and authority to the Board or the Chief
Executive Officer or other executive officer of the Company with regard to the
grant of an award to any person who is a "covered employee" within the meaning
of Section 162(m) of the Code or who, in the Committee's judgment, is likely to
be a covered employee at any time during the period an award hereunder to such
employee would be outstanding and (ii) the Committee may not delegate its power
and authority to the Chief Executive Officer or other executive officer of the
Company with regard to the selection for participation in this Plan of an
officer or other person subject to Section 16 of the Exchange Act or decisions
concerning the timing, pricing or amount of an award to such an officer or other
person.

         No member of the Board or Committee, and neither the Chief Executive
Officer nor any other executive officer to whom the Committee delegates any of
its power and authority hereunder, shall be liable for any act, omission,
interpretation, construction or determination made in connection with this Plan
in good faith, and the members of the Board and the Committee and the Chief
Executive Officer or other executive officer shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys' fees) arising therefrom to the full
extent permitted by law, except as otherwise may be provided in the Company's
Articles of Incorporation and/or By-laws, and under any directors' and officers'
liability insurance that may be in effect from time to time.

         A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by all of the members of the Committee without a meeting.

         D. ELIGIBILITY.

         Participants in this Plan shall consist of such officers, other
employees and directors (including Non-Employee Directors) and persons expected
to become officers, other employees and directors of the Company and its
subsidiaries from time to time (individually a "Subsidiary" and collectively the
"Subsidiaries") as the Committee in its sole discretion may select from time to
time. For purposes of this Plan, references to employment by the Company shall
also mean employment by a Subsidiary. The Committee's selection of a person to
participate in this Plan at any time shall not require the Committee to select
such person to participate in this Plan at any other time. Non-Employee
Directors shall be eligible to participate in this Plan in accordance with
Article V.

         E. SHARES AVAILABLE.

         Subject to adjustment as provided in Section 6.7, 300,000 shares of
Common Stock shall be available for awards under this Plan, reduced by the sum
of the aggregate number of shares of Common Stock which become subject to
outstanding options, including Non-Qualified Stock Options granted to
Non-Employee Directors pursuant to Article V, outstanding Free-Standing SARs,
outstanding Stock Awards and outstanding Performance Share Awards. To the extent
that shares of Common Stock subject to an outstanding option (except to the
extent shares of Common Stock are issued or delivered by the Company in
connection with the exercise of a Tandem SAR), Free-Standing SAR, Stock Award or
Performance Share Award are not issued or delivered by reason of the expiration,
termination, cancellation or forfeiture of such award or by reason of the
delivery or withholding of shares of Common Stock to pay all or a portion of the
exercise price of an award, if any, or to satisfy all or a portion of the tax
withholding obligations relating to an award, then such shares of Common Stock
shall again be available under this Plan.

         Shares of Common Stock shall be made available from authorized and
unissued shares of Common Stock, or authorized and issued shares of Common Stock
reacquired and held as treasury shares or otherwise or a combination thereof.

To the extent necessary for an award to be qualified performance-based
compensation under Section 162(m) of the Code and the regulations thereunder,
(i) the maximum number of shares of Common Stock with respect to which options
or SARs or a combination thereof may be granted during any calendar year to any
person shall be 200,000, subject to adjustment as provided in Section 6.7, (ii)
the maximum number of shares of Common Stock with respect to which Stock Awards
subject to Performance Measures may be granted during any calendar year to any
person shall be 200,000, subject to adjustment as provided in Section 6.7 and
(iii) the maximum number of shares of Common Stock with respect to which
Performance Share Awards may be granted during any calendar year to any person
shall be 200,000, subject to adjustment as provided in Section 6.7.




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2.       STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

         A. STOCK OPTIONS.

         The Committee may, in its discretion, grant options to purchase shares
of Common Stock to such eligible persons as may be selected by the Committee.
Each option, or portion thereof, that is not an Incentive Stock Option shall be
a Non-Qualified Stock Option. An Incentive Stock Option may not be granted to
any person who is not an employee of the Company or any parent or subsidiary (as
defined in Section 424 of the Code). Each Incentive Stock Option shall be
granted within ten years of the date this Plan is adopted by the Board. To the
extent that the aggregate Fair Market Value (determined as of the date of grant)
of shares of Common Stock with respect to which options designated as Incentive
Stock Options are exercisable for the first time by a participant during any
calendar year (under this Plan or any other plan of the Company, or any parent
or subsidiary as defined in Section 424 of the Code) exceeds the amount
(currently $100,000) established by the Code, such options shall constitute
Non-Qualified Stock Options.

         Options shall be subject to the following terms and conditions and
shall be subject to such additional terms and conditions, not inconsistent with
the terms of this Plan, as the Committee shall deem advisable:

                  1)  Number of Shares and Purchase Price. The number of shares
                      of Common Stock subject to an option and the purchase
                      price per share of Common Stock purchasable upon exercise
                      of the option shall be determined by the Committee;
                      provided, however, that the purchase price per share of
                      Common Stock purchasable upon exercise of an option shall
                      not be less than 100% of the Fair Market Value of a share
                      of Common Stock on the date of grant of such option;
                      provided further, that if an Incentive Stock Option shall
                      be granted to any person who, at the time such option is
                      granted, owns capital stock possessing more than ten
                      percent of the total combined voting power of all classes
                      of capital stock of the Company (or of any parent or
                      subsidiary as defined in Section 424 of the Code) (a "Ten
                      Percent Holder"), the purchase price per share of Common
                      Stock shall not be less than the price (currently 110% of
                      Fair Market Value) required by the Code in order for the
                      option to constitute an Incentive Stock Option.

                  2)  Exercise Period and Exercisability. The period during
                      which an option may be exercised shall be determined by
                      the Committee; provided, however, that no Incentive Stock
                      Option shall be exercised later than ten years after its
                      date of grant; provided further, that if an Incentive
                      Stock Option shall be granted to a Ten Percent Holder,
                      such option shall not be exercised later than five years
                      after its date of grant. The Committee may, in its
                      discretion, establish Performance Measures which shall be
                      satisfied or met as a condition to the grant of an option
                      or to the exercisability of all or a portion of an option.
                      The Committee shall determine whether an option shall
                      become exercisable in cumulative or non-cumulative
                      installments and in part or in full at any time. An
                      exercisable option, or portion thereof, may be exercised
                      only with respect to whole shares of Common Stock.

                  3)  Method of Exercise. An option may be exercised (i) by
                      giving written notice to the Company specifying the number
                      of whole shares of Common Stock to be purchased and by
                      accompanying such notice with payment therefor in full (or
                      by arranging for such payment to the Company's
                      satisfaction) either (A) in cash, (B) by delivery (either
                      actual delivery or by attestation procedures established
                      by the Company) of Mature Shares having an aggregate Fair
                      Market Value, determined as of the date of exercise, equal
                      to the aggregate purchase price payable by reason of such
                      exercise, (C) in cash by a broker-dealer acceptable to the
                      Company to whom the optionee has submitted an irrevocable
                      notice of exercise or (D) a combination of (A) and (B), in
                      each case to the extent set forth in the Agreement
                      relating to the option, (ii) if applicable, by
                      surrendering to the Company any Tandem SARs which are
                      cancelled by reason of the exercise of the option and
                      (iii) by executing such documents as the Company may
                      reasonably request. Any fraction of a share of Common
                      Stock which would be required to pay such purchase price
                      shall be disregarded and the remaining amount due shall be
                      paid in cash by the optionee. No certificate representing
                      Common Stock shall be delivered until the full purchase
                      price therefor and any withholding taxes thereon, as
                      described in Section 6.5, have been paid (or arrangement
                      made for such payment to the Company's satisfaction).




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         B. STOCK APPRECIATION RIGHTS. The Committee may, in its discretion,
            grant SARs to such eligible persons as may be selected by the
            Committee. The Agreement relating to an SAR shall specify whether
            the SAR is a Tandem SAR or a Free-Standing SAR.

         SARs shall be subject to the following terms and conditions and shall
be subject to such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem advisable:

                  1) Number of SARs and Base Price. The number of SARs subject
                  to an award shall be determined by the Committee. Any Tandem
                  SAR related to an Incentive Stock Option shall be granted at
                  the same time that such Incentive Stock Option is granted. The
                  base price of a Tandem SAR shall be the purchase price per
                  share of Common Stock of the related option. The base price of
                  a Free-Standing SAR shall be determined by the Committee;
                  provided, however, that such base price shall not be less than
                  100% of the Fair Market Value of a share of Common Stock on
                  the date of grant of such SAR.

                  2) Exercise Period and Exercisability. The Agreement relating
                  to an award of SARs shall specify whether such award may be
                  settled in shares of Common Stock (including shares of
                  Restricted Stock) or cash or a combination thereof. The period
                  for the exercise of an SAR shall be determined by the
                  Committee; provided, however, that no Tandem SAR shall be
                  exercised later than the expiration, cancellation, forfeiture
                  or other termination of the related option. The Committee may,
                  in its discretion, establish Performance Measures which shall
                  be satisfied or met as a condition to the grant of an SAR or
                  to the exercisability of all or a portion of an SAR. The
                  Committee shall determine whether an SAR may be exercised in
                  cumulative or non-cumulative installments and in part or in
                  full at any time. An exercisable SAR, or portion thereof, may
                  be exercised, in the case of a Tandem SAR, only with respect
                  to whole shares of Common Stock and, in the case of a
                  Free-Standing SAR, only with respect to a whole number of
                  SARs. If an SAR is exercised for shares of Restricted Stock, a
                  certificate or certificates representing such Restricted Stock
                  shall be issued in accordance with Section 3.2(c) and the
                  holder of such Restricted Stock shall have such rights of a
                  stockholder of the Company as determined pursuant to Section
                  3.2(d). Prior to the exercise of an SAR for shares of Common
                  Stock, including Restricted Stock, the holder of such SAR
                  shall have no rights as a stockholder of the Company with
                  respect to the shares of Common Stock subject to such SAR.

                  3) Method of Exercise. A Tandem SAR may be exercised (i) by
                  giving written notice to the Company specifying the number of
                  whole SARs which are being exercised, (ii) by surrendering to
                  the Company any options which are canceled by reason of the
                  exercise of the Tandem SAR and (iii) by executing such
                  documents as the Company may reasonably request. A
                  Free-Standing SAR may be exercised (i) by giving written
                  notice to the Company specifying the whole number of SARs
                  which are being exercised and (ii) by executing such documents
                  as the Company may reasonably request.

         C. TERMINATION OF EMPLOYMENT OR SERVICE.

                  1) Disability. Subject to paragraph (e) below and unless
                  otherwise specified in the Agreement relating to an option or
                  SAR, as the case may be, if the employment with or service to
                  the Company of the holder of an option or SAR terminates by
                  reason of Disability, each option and SAR held by such holder
                  shall be fully exercisable and may thereafter be exercised by
                  such holder (or such holder's legal representative or similar
                  person) until and including the earlier to occur of (i) the
                  date which is one year (or such other period as set forth in
                  the Agreement relating to such option or SAR) after the
                  effective date of such holder's termination of employment or
                  service and (ii) the expiration date of the term of such
                  option or SAR.

                  2) Retirement. Subject to paragraph (e) below and unless
                  otherwise specified in the Agreement relating to an option or
                  SAR, as the case may be, if the employment with or service to
                  the Company of the holder of an option or SAR terminates by
                  reason of Retirement, each option and SAR held by such holder
                  shall be exercisable only to the extent that such option or
                  SAR is exercisable on the effective date of such holder's
                  termination of employment or service and may thereafter be
                  exercised by such holder (or such holder's legal
                  representative or similar person) until and including the
                  earlier to occur of (i) the date which is two years (or such
                  other period as set forth in the Agreement relating to such
                  option or SAR) after the effective date of such holder's
                  termination of employment or service and (ii) the expiration
                  date of the term of such option or SAR.



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<PAGE>

                  3) Death. Subject to paragraph (e) below and unless otherwise
                  specified in the Agreement relating to an option or SAR, as
                  the case may be, if the employment with or service to the
                  Company of the holder of an option or SAR terminates by reason
                  of death, each option and SAR held by such holder shall be
                  fully exercisable and may thereafter be exercised by such
                  holder's executor, administrator, legal representative,
                  beneficiary or similar person until and including the earlier
                  to occur of (i) the date which is one year (or such other
                  period as set forth in the Agreement relating to such option
                  or SAR) after the date of death and (ii) the expiration date
                  of the term of such option or SAR.

                  4) Other Termination. Subject to paragraph (e) below and
                  unless otherwise specified in the Agreement relating to an
                  option or SAR, as the case may be, if the employment with or
                  service to the Company of the holder of an option or SAR
                  terminates for any reason other than Disability, Retirement or
                  death or for Cause, each option and SAR held by such holder
                  shall be exercisable only to the extent that such option or
                  SAR is exercisable on the effective date of such holder's
                  termination of employment or service and may thereafter be
                  exercised by such holder (or such holder's legal
                  representative or similar person) until and including the
                  earlier to occur of (i) the date which is three months (or
                  such other period as set forth in the Agreement relating to
                  such option or SAR) after the effective date of such holder's
                  termination of employment or service and (ii) the expiration
                  date of the term of such option or SAR.

                  5) Termination of Employment or Service - Incentive Stock
                  Options. If the employment with the Company of a holder of an
                  Incentive Stock Option terminates by reason of Permanent and
                  Total Disability, each Incentive Stock Option held by such
                  optionee shall be fully exercisable (unless otherwise
                  specified in the Agreement relating to the option), and may
                  thereafter be exercised by such optionee (or such optionee's
                  legal representative or similar person) until and including
                  the earlier to occur of (i) the date which is one year (or
                  such shorter period as set forth in the Agreement relating to
                  such option) after the effective date of such optionee's
                  termination of employment and (ii) the expiration date of the
                  term of such option.

         If the employment with the Company of a holder of an Incentive Stock
Option terminates by reason of death, each Incentive Stock Option held by such
optionee shall be fully exercisable (unless otherwise specified in the Agreement
relating to the option), and may thereafter be exercised by such optionee's
executor, administrator, legal representative, beneficiary or similar person
until and including the earlier to occur of (i) the date which is one year (or
such other period as set forth in the Agreement relating to such option) after
the date of death and (ii) the expiration date of the term of such option.

         If the employment with the Company of a holder of an Incentive Stock
Option terminates for any reason other than Permanent and Total Disability or
death or for Cause, each Incentive Stock Option held by such optionee shall be
exercisable to the extent set forth in Section 2.3(a), Section 2.3(b) or 2.3(d),
as applicable (unless otherwise specified in the Agreement relating to the
option), and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earlier to occur of
(i) the date which is three months after the effective date of such optionee's
termination of employment and (ii) the expiration date of the term of such
option.

                  6) Death Following Termination of Employment or Service.
                  Unless otherwise specified in the Agreement relating to an
                  option or SAR, as the case may be, if the holder of an option
                  or SAR dies during the applicable Post-Termination Exercise
                  Period, each option and SAR held by such holder shall be
                  exercisable only to the extent that such option or SAR, as the
                  case may be, is exercisable on the date of such holder's death
                  and may thereafter be exercised by the holder's executor,
                  administrator, legal representative, beneficiary or similar
                  person until and including the earlier to occur of (i) the
                  date which is one year (or such other period as set forth in
                  the Agreement relating to such option or SAR) after the date
                  of death and (ii) the expiration date of the term of such
                  option or SAR.

                  7) Cause. Notwithstanding anything to the contrary in this
                  Plan or in any Agreement relating to an option or SAR, as the
                  case may be, if the employment with or service to the Company
                  of the holder of an option or SAR is terminated by the Company
                  for Cause, each option and SAR held by such holder
                  automatically shall be canceled on the effective date of such
                  holder's termination of employment or service.




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3.       STOCK AWARDS

         A.       STOCK AWARDS. The Committee may, in its discretion, grant
                  Stock Awards to such eligible persons as may be selected by
                  the Committee. The Agreement relating to a Stock Award shall
                  specify whether the Stock Award is a Restricted Stock Award or
                  an Unrestricted Stock Award.

         B.       TERMS OF STOCK AWARDS. Stock Awards shall be subject to the
                  following terms and conditions and shall be subject to such
                  additional terms and conditions, not inconsistent with the
                  terms of this Plan, as the Committee shall deem advisable.

                  1) Number of Shares and Other Terms. The number of shares of
                  Common Stock subject to a Restricted Stock Award or
                  Unrestricted Stock Award and the Performance Measures (if any)
                  and Restriction Period applicable to a Restricted Stock Award
                  shall be determined by the Committee. Unrestricted Stock
                  Awards shall not be subject to any Performance Measures or
                  Restriction Periods.

                  2) Vesting and Forfeiture. The Agreement relating to a
                  Restricted Stock Award shall provide, in the manner determined
                  by the Committee, in its discretion, and subject to the
                  provisions of this Plan, for the vesting of the shares of
                  Common Stock subject to such award (i) if specified
                  Performance Measures are satisfied or met during the specified
                  Restriction Period or (ii) if the holder of such award remains
                  continuously in the employment of or service to the Company
                  during the specified Restriction Period and for the forfeiture
                  of all or a portion of the shares of Common Stock subject to
                  such award (x) if specified Performance Measures are not
                  satisfied or met during the specified Restriction Period or
                  (y) if the holder of such award does not remain continuously
                  in the employment of or service to the Company during the
                  specified Restriction Period.

                  3) Share Certificates. During the Restriction Period, a
                  certificate or certificates representing a Restricted Stock
                  Award may be registered in the holder's name or a nominee name
                  at the discretion of the Company and may bear a legend, in
                  addition to any legend which may be required pursuant to
                  Section 6.6, indicating that the ownership of the shares of
                  Common Stock represented by such certificate is subject to the
                  restrictions, terms and conditions of this Plan and the
                  Agreement relating to the Restricted Stock Award. All
                  certificates registered in the holder's name shall be
                  deposited with the Company, together with stock powers or
                  other instruments of assignment (including a power of
                  attorney), each endorsed in blank with a guarantee of
                  signature if deemed necessary or appropriate by the Company,
                  which would permit transfer to the Company of all or a portion
                  of the shares of Common Stock subject to the Restricted Stock
                  Award in the event such award is forfeited in whole or in
                  part. Upon termination of any applicable Restriction Period
                  (and the satisfaction or attainment of applicable Performance
                  Measures), or upon the grant of an Unrestricted Stock Award,
                  in each case subject to the Company's right to require payment
                  of any taxes in accordance with Section 6.5, a certificate or
                  certificates evidencing ownership of the requisite number of
                  shares of Common Stock shall be delivered to the holder of
                  such award.

                  4) Rights with Respect to Restricted Stock Awards. Unless
                  otherwise set forth in the Agreement relating to a Restricted
                  Stock Award, and subject to the terms and conditions of a
                  Restricted Stock Award, the holder of such award shall have
                  all rights as a stockholder of the Company, including, but not
                  limited to, voting rights, the right to receive dividends and
                  the right to participate in any capital adjustment applicable
                  to all holders of Common Stock; provided, however, that a
                  distribution with respect to shares of Common Stock, other
                  than a regular cash dividend, shall be deposited with the
                  Company and shall be subject to the same restrictions as the
                  shares of Common Stock with respect to which such distribution
                  was made.

         C.       TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms
                  relating to the satisfaction of Performance Measures and the
                  termination of the Restriction Period relating to a Restricted
                  Stock Award, or any forfeiture and cancellation of such award
                  upon a termination of employment with or service to the
                  Company of the holder of such award, whether by reason of
                  Disability, Retirement, death or any other reason, shall be
                  determined by the Committee.




                                       8
<PAGE>

4.       PERFORMANCE SHARE AWARDS

         A.       PERFORMANCE SHARE AWARDS. The Committee may, in its
                  discretion, grant Performance Share Awards to such eligible
                  persons as may be selected by the Committee.

         B.       TERMS OF PERFORMANCE SHARE AWARDS. Performance Share Awards
                  shall be subject to the following terms and conditions and
                  shall be subject to such additional terms and conditions, not
                  inconsistent with the terms of this Plan, as the Committee
                  shall deem advisable.

                  1) Number of Performance Shares and Performance Measures. The
                  number of Performance Shares subject to a Performance Share
                  Award and the Performance Measures and Performance Period
                  applicable to such award shall be determined by the Committee.

                  2) Vesting and Forfeiture. The Agreement relating to a
                  Performance Share Award shall provide, in the manner
                  determined by the Committee, in its discretion, and subject to
                  the provisions of this Plan, for the vesting of such award, if
                  specified Performance Measures are satisfied or met during the
                  specified Performance Period, and for the forfeiture of all or
                  a portion of such award, if specified Performance Measures are
                  not satisfied or met during the specified Performance Period.

                  3) Settlement of Vested Performance Share Awards. The
                  Agreement relating to a Performance Share Award (i) shall
                  specify whether such award may be settled in shares of Common
                  Stock (including shares of Restricted Stock) or cash or a
                  combination thereof and (ii) may specify whether the holder
                  thereof shall be entitled to receive, on a current or deferred
                  basis, dividend equivalents, and, if determined by the
                  Committee, interest on or the deemed reinvestment of any
                  deferred dividend equivalents, with respect to the number of
                  shares of Common Stock subject to such award. If a Performance
                  Share Award is settled in shares of Restricted Stock, a
                  certificate or certificates representing such Restricted Stock
                  shall be issued in accordance with Section 3.2(c) and the
                  holder of such Restricted Stock shall have such rights of a
                  stockholder of the Company as determined pursuant to Section
                  3.2(d). Prior to the settlement of a Performance Share Award
                  in shares of Common Stock, including Restricted Stock, the
                  holder of such award shall have no rights as a stockholder of
                  the Company with respect to the shares of Common Stock subject
                  to such award.

         C.       TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms
                  relating to the satisfaction of Performance Measures and the
                  termination of the Performance Period relating to a
                  Performance Share Award, or any forfeiture and cancellation of
                  such award upon a termination of employment with or service to
                  the Company of the holder of such award, whether by reason of
                  Disability, Retirement, death or any other reason, shall be
                  determined by the Committee.

5.       PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS

         A. ELIGIBILITY.

         Each Non-Employee Director shall be granted options to purchase shares
of Common Stock in accordance with this Article V. All options granted under
this Article III shall be Non-Qualified Stock Options.

         B. AUTOMATIC GRANTS OF STOCK OPTIONS.

         Each Non-Employee Director shall be granted Non-Qualified Stock Options
as follows:

                  1) Time of Grant. a. On the date that each person first
                  becomes a Non-Employee Director (a "Director Commencement
                  Date"), such person shall be granted an option to purchase
                  20,000 shares of Common Stock, at a purchase price per share
                  equal to 100% of the Fair Market Value of a share of Common
                  Stock on the date of grant of such option.

                  On the date that is 90 days after a Non-Employee Director's
                  Director Commencement Date, such Non-Employee Director shall
                  be granted an option to purchase a number of shares of Common
                  Stock (not to exceed 30,000) equal to the number of shares of
                  Common Stock purchased by such Non-Employee Director during
                  the 90 day period beginning on such Director Commencement
                  Date, at a purchase price


                                       9
<PAGE>

                  per share equal to 100% of the Fair Market Value of a share of
                  Common Stock on the date of grant of such option.

                  On the date of each annual meeting of shareholders of the
                  Company, each person who is a Non-Employee Director on such
                  date shall be granted an option to purchase 10,000 shares of
                  Common Stock at a purchase price per share equal to 100% of
                  the Fair Market Value of a share of Common Stock on the date
                  of grant of such option.

                  If a Non-Employee Director's Director Commencement Date is not
                  on the date of an annual meeting of shareholders of the
                  Company, then on such Director Commencement Date, such
                  Non-Employee Director shall be granted an option to purchase a
                  number of shares of Common Stock equal to 10,000 multiplied by
                  a fraction, the numerator of which is the number of days from
                  and including such Director Commencement Date until the date
                  of the next following annual meeting of shareholders of the
                  Company, at a purchase price per share equal to 100% of the
                  Fair Market Value of a Share of Common Stock on the date of
                  grant of such option.

                  2) Exercise Period and Exercisability. Each option granted
                  under Section 5.2(a)(i) or Section 5.2 (a)(ii) shall become
                  fully exercisable in equal annual installments over the
                  initial term as a director of the Non-Employee Director to
                  whom such option is granted, each option granted under Section
                  5.2(a)(iii) shall become fully exercisable one year following
                  the date of grant and each option granted under Section
                  5.2(a)(iv) shall become fully exercisable on the date of the
                  annual meeting of shareholders of the Company next following
                  the date of grant. Each option granted under this Section 5.2
                  shall expire ten years after its date of grant. An exercisable
                  option, or portion thereof, may be exercised in whole or in
                  part only with respect to whole shares of Common Stock.
                  Options granted under this Section 5.2 shall be exercisable in
                  accordance with Section 2.1(c).

C.       TERMINATION OF DIRECTORSHIP.

                  1) Disability. If the holder of an option granted under
                  Section 5.2 ceases to be a director of the Company by reason
                  of Disability, each such option held by such holder shall be
                  fully exercisable and may thereafter be exercised by such
                  holder (or such holder's legal representative or similar
                  person) until and including the earlier to occur of (i) the
                  date which is one year after the effective date of such
                  holder's ceasing to be a director and (ii) the expiration date
                  of the term of such option.

                  2) Retirement. If the holder of an option granted under
                  Section 5.2 ceases to be a director of the Company on or after
                  age 60, each such option held by such holder shall be
                  exercisable only to the extent that such option is exercisable
                  on the effective date of such holder's ceasing to be a
                  director and may thereafter be exercised by such holder (or
                  such holder's legal representative or similar person) until
                  and including the earlier to occur of (i) the date which is
                  two years after the effective date of such holder's ceasing to
                  be a director and (ii) the expiration date of the term of such
                  option.

                  3) Death. If the holder of an option granted under Section 5.2
                  ceases to be a director of the Company by reason of death,
                  each such option held by such holder shall be fully
                  exercisable and may thereafter be exercised by such holder's
                  executor, administrator, legal representative, beneficiary or
                  similar person until and including the earlier to occur of (i)
                  the date which is one year after the date of death and (ii)
                  the expiration date of the term of such option.

                  4) Other Termination. If the holder of an option granted under
                  Section 5.2 ceases to be a director of the Company for any
                  reason other than Disability, ceasing to be a director on or
                  after age 60 or death, each such option held by such holder
                  shall be exercisable only to the extent such option is
                  exercisable on the effective date of such holder's ceasing to
                  be a director and may thereafter be exercised by such holder
                  (or such holder's legal representative or similar person)
                  until and including the earlier to occur of (i) the date which
                  is three months after the effective date of such holder's
                  ceasing to be a director and (ii) the expiration date of the
                  term of such option.

                  5) Death Following Termination of Directorship. If the holder
                  of an option granted under Section 5.2 dies during the period
                  set forth in Section 5.3(a) following such holder's ceasing to
                  be a director of the Company by reason of Disability, during
                  the period set forth in Section 5.3(b) following such holder's



                                       10
<PAGE>

                  ceasing to be a director of the Company on or after age 60, or
                  during the period set forth in Section 5.3(d) following such
                  holder's ceasing to be a director for any reason other than by
                  reason of Disability or ceasing to be a director on or after
                  age 60, each such option held by such holder shall be
                  exercisable only to the extent that such option is exercisable
                  on the date of the holder's death and may thereafter be
                  exercised by such holder's executor, administrator, legal
                  representative, beneficiary or similar person until and
                  including the earlier to occur of (i) the date which is one
                  year after the date of death and (ii) the expiration date of
                  the term of such option.

6.       GENERAL

         A. EFFECTIVE DATE AND TERM OF PLAN.

         This Plan shall be submitted to the stockholders of the Company for
approval at the 2003 annual meeting of stockholders and, if approved by the
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at such meeting, shall become effective on the date of
such approval. This Plan shall terminate ten years after its effective date,
unless terminated earlier by the Board. Termination of this Plan shall not
affect the terms or conditions of any award granted prior to termination. In the
event that this Plan is not approved by the stockholders of the Company, this
Plan and any awards granted hereunder shall be null and void.

         B. AMENDMENTS.

         The Board may amend this Plan as it shall deem advisable, subject to
any requirement of stockholder approval required by applicable law, rule or
regulation, including Section 162(m) and Section 422 of the Code; provided,
however, that no amendment shall be made without stockholder approval if such
amendment would (a) increase the maximum number of shares of Common Stock
available under this Plan (subject to Section 6.7), (b) effect any change
inconsistent with Section 422 of the Code or (c) extend the term of this Plan.
No amendment may impair the rights of a holder of an outstanding award without
the consent of such holder.

         C. AGREEMENT.

         No award shall be valid until an Agreement is executed by the Company
and the recipient of such award and, upon execution by each party and delivery
of the executed Agreement to the Company, such award shall be effective as of
the effective date set forth in the Agreement.

         D. NON-TRANSFERABILITY OF AWARDS.

         Unless otherwise specified in the Agreement relating to an award, no
award shall be transferable other than by will, the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by the
Company. Except to the extent permitted by the foregoing sentence or the
Agreement relating to an award, each award may be exercised or settled during
the holder's lifetime only by the holder or the holder's legal representative or
similar person. Except to the extent permitted by the second preceding sentence
or the Agreement relating to an award, no award may be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar
process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate,
encumber or otherwise dispose of any such award, such award and all rights
thereunder shall immediately become null and void.

         E. TAX WITHHOLDING.

         The Company shall have the right to require, prior to the issuance or
delivery of any shares of Common Stock or the payment of any cash pursuant to an
award made hereunder, payment by the holder of such award of any Federal, state,
local or other taxes which may be required to be withheld or paid in connection
with such award. An Agreement may provide that (i) the Company shall withhold
whole shares of Common Stock which would otherwise be delivered to a holder,
having an aggregate Fair Market Value determined as of the date the obligation
to withhold or pay taxes arises in connection with an award (the "Tax Date") or
withhold an amount of cash which would otherwise be payable to a holder, in the
amount necessary to satisfy any such obligation or (ii) the holder may satisfy
any such obligation by any of the following means: (A) a cash payment to the
Company, (B) delivery (either actual delivery or by attestation procedures
established by the Company) to the Company of Mature Shares having an aggregate
Fair Market Value, determined as of the Tax Date, equal to the amount necessary
to satisfy any such obligation, (C) authorizing the Company to withhold whole



                                       11
<PAGE>

shares of Common Stock which would otherwise be delivered having an aggregate
Fair Market Value, determined as of the Tax Date, or withhold an amount of cash
which would otherwise be payable to a holder, equal to the amount necessary to
satisfy any such obligation, (D) in the case of the exercise of an option, a
cash payment by a broker-dealer acceptable to the Company to whom the optionee
has submitted an irrevocable notice of exercise or (E) any combination of (A),
(B) and (C), in each case to the extent set forth in the Agreement relating to
the award. Shares of Common Stock to be delivered or withheld may not have an
aggregate Fair Market Value in excess of the amount determined by applying the
minimum statutory withholding rate. Any fraction of a share of Common Stock
which would be required to satisfy such an obligation shall be disregarded and
the remaining amount due shall be paid in cash by the holder.

         F. RESTRICTIONS ON SHARES.

         Each award made hereunder shall be subject to the requirement that if
at any time the Company determines that the listing, registration or
qualification of the shares of Common Stock subject to such award upon any
securities exchange or automated quotation system or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the exercise
or settlement of such award or the delivery of shares thereunder, such award
shall not be exercised or settled and such shares shall not be delivered unless
such listing, registration, qualification, consent, approval or other action
shall have been effected or obtained, free of any conditions not acceptable to
the Company. The Company may require that certificates evidencing shares of
Common Stock delivered pursuant to any award made hereunder bear a legend
indicating that the sale, transfer or other disposition thereof by the holder is
prohibited except in compliance with the Securities Act of 1933, as amended, and
the rules and regulations thereunder.

         G. ADJUSTMENT.

         In the event of any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares,
liquidation, spin-off or other similar change in capitalization or event, or any
distribution to holders of Common Stock other than a regular cash dividend, the
number and class of securities available under this Plan, the maximum number of
securities available for Stock Awards and Performance Share Awards, the number
and class of securities subject to each outstanding option and the purchase
price per security, the number and class of securities subject to each option to
be granted to Non-Employee Directors pursuant to Article V, the maximum number
of securities with respect to which options or SARs or a combination thereof, or
Stock Awards or Performance Share Awards, may be granted during any calendar
year to any person the terms of each outstanding SAR, the number and class of
securities subject to each outstanding Stock Award or Performance Share Award,
and the terms of each outstanding Restricted Stock Award or Performance Share
Award shall be appropriately adjusted by the Committee, such adjustments to be
made in the case of outstanding options and SARs without an increase in the
aggregate purchase price or base price. The decision of the Committee regarding
any such adjustment shall be final, binding and conclusive. If any such
adjustment would result in a fractional security being (a) available under this
Plan, such fractional security shall be disregarded, or (b) subject to an award
under this Plan, the Company shall pay the holder of such award, in connection
with the first vesting, exercise or settlement of such award in whole or in part
occurring after such adjustment, an amount in cash determined by multiplying (i)
the fraction of such security (rounded to the nearest hundredth) by (ii) the
excess, if any, of (A) the Fair Market Value on the vesting, exercise or
settlement date over (B) the exercise price or base price, if any, of such
award.

         H. CHANGE IN CONTROL.

                  1) (1) Notwithstanding any provision in this Plan or any
                  Agreement, in the event of a Change in Control pursuant to
                  Section (b)(3) or (4) below in connection with which the
                  holders of Common Stock receive shares of common stock that
                  are registered under Section 12 of the Exchange Act, (i) all
                  outstanding options and SARs shall immediately become
                  exercisable in full, (ii) the Restriction Period applicable to
                  any outstanding Restricted Stock Award shall lapse, (iii) the
                  Performance Period applicable to any outstanding Performance
                  Share shall lapse, (iv) the Performance Measures applicable to
                  any outstanding award shall be deemed to be satisfied at the
                  maximum level and (v) there shall be substituted for each
                  share of Common Stock available under this Plan, whether or
                  not then subject to an outstanding award, the number and class
                  of shares into which each outstanding share of Common Stock
                  shall be converted pursuant to such Change in Control. In the
                  event of any such substitution, the purchase price per share
                  in the case of an option and the base price in the case of an
                  SAR shall be appropriately adjusted by the Committee (whose
                  determination shall be final, binding and conclusive), such
                  adjustments to be made in the case of outstanding options and
                  SARs without an increase in the aggregate purchase price or
                  base price.


                                       12
<PAGE>

                           (2) Notwithstanding any provision in this Plan or any
                  Agreement, in the event of a Change in Control pursuant to
                  Section (b)(1) or (2) below, or in the event of a Change in
                  Control pursuant to Section (b)(3) or (4) below in connection
                  with which the holders of Common Stock receive consideration
                  other than shares of common stock that are registered under
                  Section 12 of the Exchange Act, each outstanding award shall
                  be surrendered to the Company by the holder thereof, and each
                  such award shall immediately be canceled by the Company, and
                  the holder shall receive, within ten days of the occurrence of
                  a Change in Control, a cash payment from the Company in an
                  amount equal to (i) in the case of an option, the number of
                  shares of Common Stock then subject to such option, multiplied
                  by the excess, if any, of the greater of (A) the highest per
                  share price offered to stockholders of the Company in any
                  transaction whereby the Change in Control takes place or (B)
                  the Fair Market Value of a share of Common Stock on the date
                  of occurrence of the Change in Control, over the purchase
                  price per share of Common Stock subject to the option, (ii) in
                  the case of a Free-Standing SAR, the number of shares of
                  Common Stock then subject to such SAR, multiplied by the
                  excess, if any, of the greater of (A) the highest per share
                  price offered to stockholders of the Company in any
                  transaction whereby the Change in Control takes place or (B)
                  the Fair Market Value of a share of Common Stock on the date
                  of occurrence of the Change in Control, over the base price of
                  the SAR, (iii) in the case of a Restricted Stock Award or
                  Performance Share Award, the number of shares of Common Stock
                  or the number of Performance Shares, as the case may be, then
                  subject to such award, multiplied by the greater of (A) the
                  highest per share price offered to stockholders of the Company
                  in any transaction whereby the Change in Control takes place
                  or (B) the Fair Market Value of a share of Common Stock on the
                  date of occurrence of the Change in Control. In the event of a
                  Change in Control, each Tandem SAR shall be surrendered by the
                  holder thereof and shall be canceled simultaneously with the
                  cancellation of the related option.

                  2) "Change in Control" shall mean:

                  the acquisition by any individual, entity or group (a
                  "Person"), including any "person" within the meaning of
                  Section 13(d)(3) or 14(d)(2) of the Exchange Act, of
                  beneficial ownership within the meaning of Rule 13d-3
                  promulgated under the Exchange Act, of 50% or more of either
                  (i) the then outstanding shares of common stock of the Company
                  (the "Outstanding Common Stock") or (ii) the combined voting
                  power of the then outstanding securities of the Company
                  entitled to vote generally in the election of directors (the
                  "Outstanding Voting Securities"); excluding, however, the
                  following: (A) any acquisition directly from the Company
                  (excluding any acquisition resulting from the exercise of an
                  exercise, conversion or exchange privilege unless the security
                  being so exercised, converted or exchanged was acquired
                  directly from the Company), (B) any acquisition by the
                  Company, (C) any acquisition by an employee benefit plan (or
                  related trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company or (D) any acquisition
                  by any corporation pursuant to a transaction which complies
                  with clauses (i), (ii) and (iii) of subsection (3) of this
                  Section 6.8(b); provided further, that for purposes of clause
                  (B), if any Person (other than the Company or any employee
                  benefit plan (or related trust) sponsored or maintained by the
                  Company or any corporation controlled by the Company) shall
                  become the beneficial owner of 50% or more of the Outstanding
                  Common Stock or 50% or more of the Outstanding Voting
                  Securities by reason of an acquisition by the Company, and
                  such Person shall, after such acquisition by the Company,
                  become the beneficial owner of any additional shares of the
                  Outstanding Common Stock or any additional Outstanding Voting
                  Securities and such beneficial ownership is publicly
                  announced, such additional beneficial ownership shall
                  constitute a Change in Control;

                  individuals who, as of the date hereof, constitute the Board
                  (the "Incumbent Board") cease for any reason to constitute at
                  least a majority of such Board; provided that any individual
                  who becomes a director of the Company subsequent to the date
                  hereof whose election, or nomination for election by the
                  Company's stockholders, was approved by the vote of at least a
                  majority of the directors then comprising the Incumbent Board
                  shall be deemed a member of the Incumbent Board; and provided
                  further, that any individual who was initially elected as a
                  director of the Company as a result of an actual or threatened
                  solicitation by a Person other than the Board for the purpose
                  of opposing a solicitation by any other Person with respect to
                  the election or removal of directors, or any other actual or
                  threatened solicitation of proxies or consents by or on behalf
                  of any Person other than the Board shall not be deemed a
                  member of the Incumbent Board;




                                       13
<PAGE>

                  the consummation of a reorganization, merger or consolidation
                  or sale or other disposition of all or substantially all of
                  the assets of the Company (a "Corporate Transaction");
                  excluding, however, a Corporate Transaction pursuant to which
                  (i) all or substantially all of the individuals or entities
                  who are the beneficial owners, respectively, of the
                  Outstanding Common Stock and the Outstanding Voting Securities
                  immediately prior to such Corporate Transaction will
                  beneficially own, directly or indirectly, more than 50% of,
                  respectively, the outstanding shares of common stock, and the
                  combined voting power of the outstanding securities entitled
                  to vote generally in the election of directors, as the case
                  may be, of the corporation resulting from such Corporate
                  Transaction (including, without limitation, a corporation
                  which as a result of such transaction owns the Company or all
                  or substantially all of the Company's assets either directly
                  or indirectly) in substantially the same proportions relative
                  to each other as their ownership, immediately prior to such
                  Corporate Transaction, of the Outstanding Common Stock and the
                  Outstanding Voting Securities, as the case may be, (ii) no
                  Person (other than: the Company; any employee benefit plan (or
                  related trust) sponsored or maintained by the Company or any
                  corporation controlled by the Company; the corporation
                  resulting from such Corporate Transaction; and any Person
                  which beneficially owned, immediately prior to such Corporate
                  Transaction, directly or indirectly, 50% or more of the
                  Outstanding Common Stock or the Outstanding Voting Securities,
                  as the case may be) will beneficially own, directly or
                  indirectly, 50% or more of, respectively, the outstanding
                  shares of common stock of the corporation resulting from such
                  Corporate Transaction or the combined voting power of the
                  outstanding securities of such corporation entitled to vote
                  generally in the election of directors and (iii) individuals
                  who were members of the Incumbent Board will constitute at
                  least a majority of the members of the board of directors of
                  the corporation resulting from such Corporate Transaction; or

                  the consummation of a plan of complete liquidation or
                  dissolution of the Company.

         I. NO RIGHT OF PARTICIPATION OR EMPLOYMENT.

         Except as provided in Article V, no person shall have any right to
participate in this Plan. Neither this Plan nor any award made hereunder shall
confer upon any person any right to continued employment by the Company, any
Subsidiary or any affiliate of the Company or affect in any manner the right of
the Company, any Subsidiary or any affiliate of the Company to terminate the
employment of any person at any time without liability hereunder.

         J. RIGHTS AS STOCKHOLDER.

         No person shall have any right as a stockholder of the Company with
respect to any shares of Common Stock or other equity security of the Company
which is subject to an award hereunder unless and until such person becomes a
stockholder of record with respect to such shares of Common Stock or equity
security.

         K. DESIGNATION OF BENEFICIARY.

         If permitted by the Company, a holder of an award may file with the
Committee a written designation of one or more persons as such holder's
beneficiary or beneficiaries (both primary and contingent) in the event of the
holder's death. To the extent an outstanding option or SAR granted hereunder is
exercisable, such beneficiary or beneficiaries shall be entitled to exercise
such option or SAR.

         Each beneficiary designation shall become effective only when filed in
writing with the Committee during the holder's lifetime on a form prescribed by
the Committee. The spouse of a married holder domiciled in a community property
jurisdiction shall join in any designation of a beneficiary other than such
spouse. The filing with the Committee of a new beneficiary designation shall
cancel all previously filed beneficiary designations.

         If a holder fails to designate a beneficiary, or if all designated
beneficiaries of a holder predecease the holder, then each outstanding option
and SAR hereunder held by such holder, to the extent exercisable, may be
exercised by such holder's executor, administrator, legal representative or
similar person.

         L. GOVERNING LAW.

         This Plan, each award hereunder and the related Agreement, and all
determinations made and actions taken pursuant thereto, to the extent not
otherwise governed by the Code or the laws of the United States, shall be
governed by



                                       14
<PAGE>

the laws of the State of Wisconsin and construed in accordance therewith without
giving effect to principles of conflicts of laws.

         M. FOREIGN EMPLOYEES.

         Without amending this Plan, the Committee may grant awards to eligible
persons who are subject to the laws of foreign countries or jurisdictions on
such terms and conditions different from those specified in this Plan as may in
the judgment of the Committee be necessary or desirable to foster and promote
achievement of the purposes of this Plan and, in furtherance of such purposes
the Committee may make such modifications, amendments, procedures, subplans and
the like as may be necessary or advisable to comply with provisions of laws of
other countries or jurisdictions in which the Company or its Subsidiaries
operate or have employees.

         N. NO REPRICING OF AWARDS.

         Notwithstanding anything in this Plan to the contrary and subject to
Section 6.7, the exercise price or base price, as the case may be, of any award
granted hereunder shall not be reduced after the date of grant of such award,
and no award granted hereunder shall be canceled for the purpose of regranting a
new award at a lower exercise price or base price, as the case may be, without
the affirmative vote of a majority of the voting power of the shares of capital
stock of the Company represented at a meeting in which the reduction of such
exercise price or base price, or the cancellation and regranting of an award, as
the case may be, is considered for approval.























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