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                                                                    Exhibit 10.1


                      PROJECT SOFTWARE & DEVELOPMENT, INC.

                1994 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                -------------------------------------------------



SECTION 1.  PURPOSE

       This Amended and Restated 1994 Incentive and Nonqualified Stock Option
Plan (the "Plan") of Project Software & Development, Inc. (the "Company"), is
designed to provide additional incentive to executives and other key employees
of the Company, and any parent or subsidiary of the Company, and to certain
other individuals providing services to or acting as directors of the Company or
any such parent or subsidiary. The Company intends that this purpose will be
effected by the granting of incentive stock options ("Incentive Stock Options")
as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and nonqualified stock options ("Nonqualified Options") under the Plan
which afford such executives, key employees or other individuals an opportunity
to acquire or increase their proprietary interest in the Company through the
acquisition of shares of its Common Stock. The Company intends that Incentive
Stock Options issued under the Plan will qualify as "incentive stock options" as
defined in Section 422 of the Code and the terms of the Plan shall be
interpreted in accordance with this intention. As used in the Plan the terms
"parent" and "subsidiary" shall have the respective meanings set forth in
Section 424 of the Code.




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SECTION 2.  ADMINISTRATION

       2.1    THE COMMITTEE. The Plan shall be administered by a Committee (the
"Committee") consisting of at least two "Outside Directors." As used herein, the
term "Outside Director" means any director of the Company who (i) is not an
employee of the Company or of an "affiliated group," as such term is defined in
Section 1504(a) of the Code, which includes the Company (an "Affiliate"), (ii)
is not a former employee of the Company or any Affiliate who is receiving
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company's or any Affiliate's taxable year, (iii) has
not been an officer of the Company or any Affiliate and (iv) does not receive
remuneration from the Company or any Affiliate, either directly or indirectly,
in any capacity other than as a director. None of the members of the Committee
shall be an officer or other employee of the Company. It is the intention of the
Company that the Plan shall be administered by "Non-Employee Directors" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 as amended
(the "1934 Act"), but the authority and validity of any act taken or not taken
by the Committee shall not be affected if any person administering the Plan is
not a disinterested person. Except as specifically reserved to the Board of
Directors of the Company (the "Board") under the terms of the Plan, the
Committee shall have full and final authority to operate, manage and administer
the Plan on behalf of the Company. Action by the Committee shall require the
affirmative vote of a majority of all members thereof.


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       2.2    POWERS OF THE COMMITTEE. Subject to the terms and conditions of
the Plan, the Committee shall have the power:

              (a)    To determine from time to time the persons eligible to
       receive options and the options to be granted to such persons under the
       Plan and to prescribe the terms, conditions, restrictions, if any, and
       provisions (which need not be identical) of each option granted under the
       Plan to such persons;

              (b)    To construe and interpret the Plan and options granted
       thereunder and to establish, amend, and revoke rules and regulations for
       administration of the Plan. In this connection, the Committee may correct
       any defect or supply any omission, or reconcile any inconsistency in the
       Plan, or in any option agreement, in the manner and to the extent it
       shall deem necessary or expedient to make the Plan fully effective. All
       decisions and determinations by the Committee in the exercise of this
       power shall be final and binding upon the Company and optionees;

              (c)    To make, in its sole discretion, changes to any outstanding
       option granted under the Plan, including: (i) to reduce the exercise
       price, (ii) to accelerate the vesting schedule or (iii) to extend the
       expiration date; and

              (d)    Generally, to exercise such powers and to perform such acts
       as are deemed necessary or expedient to promote the best interests of the
       Company with respect to the Plan.




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SECTION 3.  STOCK

       3.1    STOCK TO BE ISSUED. The stock subject to the options granted under
the Plan shall be shares of the Company's authorized but unissued common stock,
$.01 par value (the "Common Stock"), or shares of the Company's Common Stock
held in treasury. The total number of shares that may be issued pursuant to
options granted under the Plan shall not exceed an aggregate of 1,800,000 shares
of Common Stock; provided, however, that the class and aggregate number of
shares which may be subject to options granted under the Plan shall be subject
to adjustment as provided in Section 8 hereof.

       3.2    EXPIRATION, CANCELLATION OR TERMINATION OF OPTION. Whenever any
outstanding option under the Plan expires, is cancelled or is otherwise
terminated (other than by exercise), the shares of Common Stock allocable to the
unexercised portion of such option may again be the subject of options under the
Plan, and shares of Common Stock issuable under options that expire, are
cancelled or are otherwise terminated shall not count against the limitation on
grants set forth in Section 3.3 hereof.

       3.3    LIMITATION ON GRANTS. In no event may any Plan participant be
granted options with respect to more than 150,000 shares of Common Stock in any
calendar year.

SECTION 4.  ELIGIBILITY

       4.1    PERSONS ELIGIBLE. Incentive Stock Options under the Plan may be
granted only to officers and other employees of the Company or any parent or
subsidiary of the Company. Nonqualified




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Options may be granted to officers or other employees of the Company or any
parent or subsidiary of the Company, and to members of the Board and consultants
or other persons who render services to the Company or any such parent or
subsidiary (regardless of whether they are also employees), provided, however,
that options may be granted to members of the Board who are not employees of the
Company or any such parent or subsidiary ("Outside Directors") only as provided
in Section 4.4.

       4.2    GREATER-THAN-TEN-PERCENT STOCKHOLDERS. Except as may otherwise be
permitted by the Code or other applicable law or regulation, no Incentive Stock
Option shall be granted to an individual who, at the time the option is granted,
owns (including ownership attributed pursuant to Section 425 of the Code) more
than ten percent of the total combined voting power of all classes of stock of
the Company or any parent or subsidiary (a "greater-than-ten-percent
stockholder"), unless such Incentive Stock Option provides that (i) the purchase
price per share shall not be less than one hundred ten percent of the fair
market value of the Common Stock at the time such option is granted, and (ii)
that such option shall not be exercisable to any extent after the expiration of
five years from the date it is granted.

       4.3    MAXIMUM AGGREGATE FAIR MARKET VALUE. The aggregate fair market
value (determined at the time the option is granted) of the Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by
any optionee during any calendar year (under the Plan and any other plans of the
Company or any parent or subsidiary for the issuance of incentive stock



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options) shall not exceed $100,000 (or such greater amount as may from time to
time be permitted with respect to incentive stock options by the Code or any
other applicable law or regulation).

       4.4    OPTION GRANTS TO OUTSIDE DIRECTORS.

              (a)    GRANT OF OPTIONS UPON ELECTION TO BOARD. Each Outside
       Director joining the Board at or subsequent to the meeting of the
       Company's stockholders at which this Section 4.4(a) in this form is
       approved (the "Approval Meeting") shall automatically be granted, upon
       such Outside Director so joining the Board, an initial Nonqualified
       Option to purchase 12,000 shares of Common Stock. Such Nonqualified
       Option shall vest and become exercisable in three equal annual
       installments cumulatively beginning on the first anniversary of the date
       the option was granted.

              (b)    GRANT OF OPTIONS UPON RE-ELECTION TO BOARD OR CONTINUATION
       ON THE BOARD. Each Outside Director who is re-elected by the stockholders
       of the Company to the Board at or subsequent to the Approval Meeting
       shall automatically be granted, immediately following the meeting of
       stockholders at which such Outside Director is re-elected, a Nonqualified
       Option to purchase 4,000 shares of Common Stock. In addition, each
       Outside Director whose term of office does not expire at any annual
       meeting of stockholders or special meeting in lieu thereof subsequent to
       the Approval Meeting and who shall remain an Outside Director after such
       meeting shall automatically be granted, immediately following such
       meeting, a Nonqualified Option to purchase 4,000 shares of




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       Common Stock. Each Nonqualified Option described in this Section 4.4(b)
       shall vest and become exercisable in full on the last day of December in
       the year in which the Nonqualified Option was granted.

              (c)    PURCHASE PRICE. The purchase price per share of Common
       Stock under each Nonqualified Option granted pursuant to this Section 4.4
       shall be equal to the fair market value of the Common Stock on the date
       the Nonqualified Option is granted, such fair market value to be
       determined in accordance with the provisions of Section 6.3(b).

              (d)    EXPIRATION. Each Nonqualified Option granted to an Outside
       Director under this Section 4.4 shall expire on the fifth anniversary of
       the date of grant.

SECTION 5.  TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE

       5.1    TERMINATION OF EMPLOYMENT. Except as may be otherwise expressly
provided herein, options shall terminate on the earlier of:

              (a)    the date of expiration thereof;

              (b)    immediately upon the termination of the optionee's
       employment with or performance of services for the Company (or any parent
       or subsidiary of the Company) by the Company (or any such parent or
       subsidiary) for cause (as determined by the Company or such parent or
       subsidiary); or

              (c)    thirty days after the date of termination of the optionee's
       employment with or performance of services for the Company (or any parent
       or subsidiary of the Company)




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       by the Company (or any such parent or subsidiary) without cause or
       voluntarily by the optionee;

PROVIDED, HOWEVER, that Nonqualified Options granted to persons who are not
employees of the Company (or any parent or subsidiary of the Company) need not,
unless the Committee determines otherwise, be subject to the provisions set
forth in clauses (b) and (c) above.

       An employment relationship between the Company (or any parent or
subsidiary of the Company) and the optionee shall be deemed to exist during any
period in which the optionee is employed by the Company (or any such parent or
subsidiary). Whether authorized leave of absence, or absence on military or
government service, shall constitute termination of the employment relationship
between the Company (or any parent or subsidiary of the Company) and the
optionee shall be determined by the Committee at the time thereof.

       As used herein, "cause" shall mean (x) any material breach by the
optionee of any agreement to which the optionee and the Company (or any parent
or subsidiary of the Company) are both parties, (y) any act or omission to act
by the optionee which may have a material and adverse effect on the business of
the Company (or any such parent or subsidiary) or on the optionee's ability to
perform services for the Company (or any such parent or subsidiary), including,
without limitation, the commission of any crime (other than ordinary traffic
violations), or (z) any material misconduct or material neglect of duties by the
optionee in connection with the business or affairs of the Company (or any




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such parent or subsidiary) or any affiliate of the Company (or any such parent
or subsidiary).

       5.2    DEATH OR RETIREMENT OF OPTIONEE. In the event of the death of the
holder of an option that is subject to clause (b) or (c) of Section 5.1 above
prior to termination of the optionee's employment with or performance of
services for the Company (or any parent or subsidiary of the Company) and before
the date of expiration of such option, such option shall terminate on the
earlier of such date of expiration or one year following the date of such death.
After the death of the optionee, his executors, administrators or any person or
persons to whom his option may be transferred by will or by the laws of descent
and distribution, shall have the right, at any time prior to such termination,
to exercise the option to the extent the optionee was entitled to exercise such
option at the time of his death.

       If, before the date of the expiration of an option that is subject to
clause (b) or (c) of Section 5.1 above, the optionee shall be retired in good
standing from the Company for reasons of age or disability under the then
established rules of the Company, the option shall terminate on the earlier of
such date of expiration or ninety (90) days after the date of such retirement.
In the event of such retirement, the optionee shall have the right prior to the
termination of such option to exercise the option to the extent to which he was
entitled to exercise such option immediately prior to such retirement.

SECTION 6.  TERMS OF THE OPTION AGREEMENTS



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       Each option agreement shall be in writing and shall contain such terms,
conditions, restrictions, if any, and provisions as the Committee shall from
time to time deem appropriate. Such provisions or conditions may include,
without limitation, restrictions on transfer, repurchase rights, or such other
provisions as shall be determined by the Committee; PROVIDED, HOWEVER, THAT such
additional provisions shall not be inconsistent with any other term or condition
of the Plan and such additional provisions shall not cause any Incentive Stock
Option granted under the Plan to fail to qualify as an incentive option within
the meaning of Section 422 of the Code. The shares of stock issuable upon
exercise of an option by any executive officer, director or beneficial owner of
more than ten percent of the Common Stock of the Company may not be sold or
transferred (except that such shares may be issued upon exercise of such option)
by such officer, director or beneficial owner for a period of six months
following the grant of such option.

       Option agreements need not be identical, but each option agreement by
appropriate language shall include the substance of all of the following
provisions:

       6.1    EXPIRATION OF OPTION. Notwithstanding any other provision of the
Plan or of any option agreement, each option shall expire on the date specified
in the option agreement, which date shall not, in the case of an Incentive Stock
Option, be later than the tenth anniversary (fifth anniversary in the case of a
greater-than-ten-percent stockholder) of the date on which the option was
granted or as specified in Section 5 of this Plan.




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       6.2    EXERCISE. Each option may be exercised, so long as it is valid and
outstanding, from time to time in part or as a whole, subject to any limitations
with respect to the number of shares for which the option may be exercised at a
particular time and to such other conditions as the Committee in its discretion
may specify upon granting the option.

       6.3    PURCHASE PRICE. The purchase price per share under each option
shall be determined by the Committee at the time the option is granted;
provided, however, that the option price of any Incentive Stock Option shall
not, unless otherwise permitted by the Code or other applicable law or
regulation, be less than the fair market value of the Common Stock on the date
the option is granted (110% of the fair market value in the case of a
greater-than-ten-percent stockholder) and the option price of any Nonqualified
Option shall not be less than 85% of the fair market value of the Common Stock
on the date the option is granted. For the purpose of the Plan the fair market
value of the Common Stock shall be (i) in the case of the Nonqualified Options
granted to Outside Directors in connection with the Company's initial public
offering, the initial public offering price and (ii) in all other cases, the
closing price per share on the date of grant of the option as reported by a
nationally recognized stock exchange, or, if the Common Stock is not listed on
such an exchange, as reported by the National Association of Securities Dealers
Automated Quotation System ("Nasdaq") National Market System or, if the Common
Stock is not listed on the Nasdaq National Market System, the mean of the bid
and asked prices per share on the




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date of grant of the option or, if the Common Stock is not traded
over-the-counter, the fair market value as determined by the Committee.

       6.4    TRANSFERABILITY OF OPTIONS. Options shall not be transferable by
the optionee otherwise than by will or under the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by the
optionee.

       6.5    RIGHTS OF OPTIONEES. No optionee shall be deemed for any purpose
to be the owner of any shares of Common Stock subject to any option unless and
until the option shall have been exercised pursuant to the terms thereof, and
the Company shall have issued and delivered certificates representing such
shares to the optionee.

       6.6    CERTAIN RIGHTS OF THE COMPANY. The Committee may in its discretion
provide upon the grant of any option hereunder that the Company shall have an
option to repurchase upon such terms and conditions as determined by the
Committee all or any number of shares purchased upon exercise of such option or
a right of first refusal in connection with subsequent transfer of any or all of
such shares. The repurchase price per share payable by the Company shall be such
amount or be determined by such formula as is fixed by the Committee at the time
the option for the shares subject to repurchase is granted. In the event the
Committee shall grant options subject to the Company's repurchase option or
right of first refusal, the certificates representing the shares purchased
pursuant to such option shall




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carry a legend satisfactory to counsel for the Company referring to the
Company's repurchase option or right of first refusal.

       6.7    "LOCKUP" AGREEMENT. The Committee may in its discretion specify
upon granting an option that upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, the optionee
shall agree in writing that for a period of time (not to exceed 180 days) from
the effective date of any registration of securities of the Company, the
optionee will not sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any shares issued pursuant to the exercise
of such option, without the prior written consent of the Company or such
underwriters, as the case may be.

SECTION 7.  METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE

       7.1    METHOD OF EXERCISE. Any option granted under the Plan may be
exercised by the optionee by delivering to the Company on any business day a
written notice specifying the number of shares of Common Stock the optionee then
desires to purchase and specifying the address to which the certificates for
such shares are to be mailed (the "Notice"), accompanied by payment for such
shares.

       7.2    PAYMENT OF PURCHASE PRICE. Payment for the shares of Common Stock
purchased pursuant to the exercise of an option shall be made either by (i) cash
or check equal to the option price for the number of shares specified in the
Notice, or (ii) with the consent of the Committee, other shares of Common




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Stock which (a) either have been owned by the optionee for more than six (6)
months on the date of surrender or were not acquired, directly or indirectly,
from the Company, and (b) have a fair market value on the date of surrender not
greater than the aggregate option price of the shares as to which such option
shall be exercised, (iii) with the consent of the Committee, delivery of such
documentation as the Committee and the broker, if applicable, shall require to
effect an exercise of the option and delivery to the Company of the sale or loan
proceeds required to pay the option price, (iv) with the consent of the
Committee, such other consideration which is acceptable to the Committee and
which has a fair market value equal to the option price of such shares, or (v)
with the consent of the Committee, a combination of (i), (ii), (iii), (iv)
and/or (v). For the purpose of the preceding sentence, the fair market value per
share of Common Stock so delivered to the Company shall be determined in the
manner specified in Section 6.3. As promptly as practicable after receipt of the
Notice and accompanying payment, the Company shall deliver to the optionee
certificates for the number of shares with respect to which such option has been
so exercised, issued in the optionee's name; provided, however, that such
delivery shall be deemed effected for all purposes when the Company or a stock
transfer agent of the Company shall have deposited such certificates in the
United States mail, addressed to the optionee, at the address specified in the
Notice.





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SECTION 8.  CHANGES IN COMPANY'S CAPITAL STRUCTURE

       8.1    RIGHTS OF COMPANY. The existence of outstanding options shall not
affect in any way the right or power of the Company or its stockholders to make
or authorize, without limitation, any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of Common
Stock, or any issue of bonds, debentures, preferred or prior preference stock or
other capital stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

       8.2    RECAPITALIZATIONS, STOCK SPLITS AND DIVIDENDS. If the Company
shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend, or other increase or reduction of
the number of shares of the Common Stock outstanding, in any such case without
receiving compensation therefor in money, services or property, then (i) the
number, class, and price per share of shares of stock subject to outstanding
options hereunder shall be appropriately adjusted in such a manner as to entitle
an optionee to receive upon exercise of an option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received as a result of the event requiring the adjustment had he exercised his
option in full immediately prior



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to such event; (ii) the number and class of shares with respect to which options
may be granted under the Plan; and (iii) the number and class of shares set
forth in Sections 3.3 and 4.4 shall be adjusted by substituting for the total
number of shares of Common Stock then reserved for issuance under the Plan that
number and class of shares of stock that the owner of an equal number of
outstanding shares of Common Stock immediately prior to the event requiring
adjustment would own as the result of such event.

       8.3    MERGER WITHOUT CHANGE OF CONTROL. After a merger of one or more
corporations with or into the Company or after a consolidation of the Company
and one or more corporations in which the stockholders of the Company
immediately prior to such merger or consolidation own after such merger or
consolidation shares representing at least fifty percent (50%) of the voting
power of the Company or the surviving or resulting corporation, as the case may
be, each holder of an outstanding option shall, at no additional cost, be
entitled upon exercise of such option to receive in lieu of the shares of Common
Stock as to which such option was exercisable immediately prior to such event,
the number and class of shares of stock or other securities, cash or property
(including, without limitation, shares of stock or other securities of another
corporation or Common Stock) to which such holder would have been entitled
pursuant to the terms of the agreement of merger or consolidation if,
immediately prior to such merger or consolidation, such holder had been the
holder of




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record of a number of shares of Common Stock equal to the number of shares for
which such option shall be so exercised.

       8.4    CHANGE OF CONTROL.

              (a)    Upon the occurrence of a Change of Control (as defined
below) the time for exercise of each unvested installment of any then
outstanding option shall be accelerated, such that:

                     (i)    immediately upon such Change of Control, twenty-five
percent (25%) of any such unvested installment shall be exercisable;

                     (ii)   on the date that is nine months after such Change in
Control, one third (33 1/3%) of any installment of such option that has not yet
vested in accordance with its original terms or by virtue of this Section 8.4
shall become exercisable;

                     (iii)  on the date that is eighteen months after such
Change in Control, fifty percent (50%) of any installment of such option that
has not yet vested in accordance with its original terms or by virtue of this
Section 8.4 shall become exercisable; and

                     (iv)   on the second anniversary of such Change in Control,
any remaining installment of such option that has not yet vested in accordance
with its original terms or by virtue of this Section 8.4 shall become
exercisable.

                            The foregoing clauses (i) through (iv) are intended
to provide for vesting that is additive to, and not in lieu of, the vesting
schedule originally provided in any option outstanding at the time of a Change
in Control, and, except to




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the extent accelerated by such clauses, each such option shall continue to vest
in accordance with its original terms.

              (b)    If the Company is merged with or into or consolidated with
another corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty percent (50%) of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or
if the Company is liquidated, or sells or otherwise disposes of substantially
all of its assets to another corporation while unexercised options remain
outstanding under the Plan, then either in such event:

                     (i)    subject to the provisions of clause (iii) below,
after the effective date of such merger, consolidation, liquidation, sale or
disposition, as the case may be, each holder of an outstanding option shall be
entitled, upon exercise of such option, to receive, in lieu of the shares of
Common Stock as to which such option was exercisable immediately prior to such
event, the number and class of shares of stock or other securities, cash or
property (including, without limitation, shares of stock or other securities of
another corporation or common stock) to which such holder would have been
entitled pursuant to the terms of the merger, consolidation, liquidation, sale
or disposition if, immediately prior to such event, such




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holder had been the holder of a number of shares of Common Stock equal to the
number of shares as to which such option shall be so exercised;

                     (ii)   the Committee may accelerate the time for exercise
of some or all unexercised and unexpired options so that from and after a date
prior to the effective date of such merger, consolidation, liquidation, sale or
disposition, as the case may be, specified by the Committee such accelerated
options shall be exercisable in full; or

                     (iii)  all outstanding options may be cancelled by the
Committee as of the effective date of any such merger, consolidation,
liquidation, sale or disposition provided that (x) notice of such cancellation
shall be given to each holder of an option and (y) each holder of an option
shall have the right to exercise such option to the extent that the same is then
exercisable or, if the Committee shall have accelerated the time for exercise of
all unexercised and unexpired options, in full during the 10-day period
preceding the effective date of such merger, consolidation, liquidation, sale or
disposition.

              (c)    If, within two years following a Change in Control, the
employment of any optionee who immediately prior to such Change in Control was
employed by the Company in a capacity designated by the Board of Directors of
the Company as that of an "executive officer" within the meaning of Rule
16a-1(f) promulgated under the 1934 Act (each such optionee being hereafter
referred to as a "Designated Executive") shall be terminated by the Company
other than for cause, or shall be




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terminated by the Designated Executive for good reason, then in such event all
unvested, unexercised and unexpired options held by such Designated Executive at
the date of such termination shall thereupon immediately become exercisable in
full. For purposes of this paragraph, "good reason" for termination by a
Designated Executive of his employment shall be deemed to have existed only if
(i) within two years after a Change in Control, the Company, or any successor
entity then employing the Designated Executive, shall materially diminish the
responsibilities and authority of the Designated Executive or, shall materially
reduce the rate of compensation of the Designated Executive (including by way of
a change in the method of determining the eligibility of such Designated
Executive to earn bonus or incentive compensation), in either case as compared
with his responsibilities and authority or rate of compensation, as the case may
be, in effect immediately prior to such Change in Control, and (ii) within
thirty (30) days following such diminution or reduction the Designated Executive
shall resign from his employment by the Company or such successor entity.

              (d)    "Change of Control" shall mean the occurrence of any one of
the following events:

                     (i)    any "person" (as such term is used in Sections 13(d)
and 14(d)(2) of the 1934 Act) becomes a "beneficial owner" (as such term is
defined in Rule 13d-3 promulgated under the 1934 Act) (other than the Company,
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, or any corporation owned, directly



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or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), directly or indirectly,
of securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding securities; or

                     (ii)   persons who, as of March 1, 1997, constituted the
Company's Board (the "Incumbent Board") cease for any reason, including, without
limitation, as a result of a tender offer, proxy contest, merger or similar
transaction, to constitute at least a majority of the Board, provided that any
person becoming a director of the Company subsequent to March 1, 1997 whose
election was approved by, or who was nominated with the approval of, at least a
majority of the directors then comprising the Incumbent Board shall, for
purposes of this Plan, be considered a member of the Incumbent Board; or

                     (iii)  the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or other entity, other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than fifty percent (50%) of the combined voting power
of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or

                     (iv)   the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for




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<PAGE>   22


the sale or disposition by the Company of all or substantially all of the
Company's assets.

       8.5    ADJUSTMENTS TO COMMON STOCK SUBJECT TO OPTIONS. Except as
hereinbefore expressly provided, the issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, for cash
or property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then subject to
outstanding options.

       8.6    MISCELLANEOUS. Adjustments under this Section 8 shall be
determined by the Committee, and such determinations shall be conclusive. No
fractional shares of Common Stock shall be issued under the Plan on account of
any adjustment specified above.

SECTION 9.  GENERAL RESTRICTIONS

       9.1    INVESTMENT REPRESENTATIONS. The Company may require any person to
whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option for
his own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws.




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<PAGE>   23


       9.2    COMPLIANCE WITH SECURITIES LAWS. The Company shall not be required
to sell or issue any shares under any option if the issuance of such shares
shall constitute a violation by the optionee or by the Company of any provision
of any law or regulation of any governmental authority. In addition, in
connection with the Securities Act of 1933, as now in effect or hereafter
amended (the "Act"), upon exercise of any option, the Company shall not be
required to issue such shares unless the Committee has received evidence
satisfactory to it to the effect that the holder of such option will not
transfer such shares except pursuant to a registration statement in effect under
such Act or unless an opinion of counsel satisfactory to the Company has been
received by the Company to the effect that such registration is not required.
Any determination in this connection by the Committee shall be final, binding
and conclusive. In the event the shares issuable on exercise of an option are
not registered under the Act, the Company may imprint upon any certificate
representing shares so issued the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply with the Act
and with applicable state securities laws:

              The shares of stock represented by this
              certificate have not been registered under the
              Securities Act of 1933 or under the securities
              laws of any State and may not be pledged,
              hypothecated, sold or otherwise transferred
              except upon such registration or upon receipt
              by the Corporation of an opinion of counsel
              satisfactory to the Corporation, in form and
              substance satisfactory to the Corporation,
              that registration is not required for such
              sale or transfer.




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<PAGE>   24


       The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Act; and in the event any shares are
so registered the Company may remove any legend on certificates representing
such shares. The Company shall not be obligated to take any other affirmative
action in order to cause the exercise of an option or the issuance of shares
pursuant thereto to comply with any law or regulation of any governmental
authority.

       9.3    EMPLOYMENT OBLIGATION. The granting of any option shall not impose
upon the Company (or any parent or subsidiary of the Company) any obligation to
employ or continue to employ any optionee; and the right of the Company (or any
such parent or subsidiary) to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that an
option has been granted to him/her.

       9.4    WITHHOLDING TAX. Whenever under the Plan shares of Common Stock
are to be delivered upon exercise of an option, the Company shall be entitled to
require as a condition of delivery that the optionee remit an amount sufficient
to satisfy all federal, state and other governmental withholding tax
requirements related thereto.

SECTION 10.  AMENDMENT OR TERMINATION OF THE PLAN

       The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time, except that (i) the class of persons eligible to
receive options and the aggregate number




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<PAGE>   25


of shares issuable pursuant to this Plan shall not be changed or increased,
other than by operation of Section 8 hereof, without the consent of the
stockholders of the Company and (ii) the provisions of Section 4.4 shall not be
amended more than once every six (6) months, other than to comport with changes
in the Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder.

SECTION 11.  NONEXCLUSIVITY OF THE PLAN

       Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the Plan,
and such arrangements may be either applicable generally or only in specific
cases.

SECTION 12.  EFFECTIVE DATE AND DURATION OF PLAN

       The Plan shall become effective upon its adoption by the Board of
Directors. No option may be granted under the Plan after the tenth anniversary
of the effective date. The Plan shall terminate (i) when the total amount of
Common Stock with respect to which options may be granted shall have been issued
upon the exercise of options or (ii) by action of the Board of Directors
pursuant to Section 10 hereof, whichever shall first occur.




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