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                                                                   Exhibit 10.30


                       ALLEGHENY TECHNOLOGIES INCORPORATED

                               2000 INCENTIVE PLAN

                                   ARTICLE I.
                        PURPOSE AND ADOPTION OF THE PLAN

         1.1. PURPOSE. The purpose of the Allegheny Technologies Incorporated
2000 Incentive Plan (hereinafter referred to as the "Plan") is to assist in
attracting and retaining highly competent employees, to act as an incentive in
motivating selected officers and other key employees of Allegheny Technologies
Incorporated and its Subsidiaries to achieve long-term corporate objectives and
to enable cash incentive awards to qualify as performance-based for purposes of
the tax deduction limitations under Section 162(m) of the Code.

         1.2. ADOPTION AND TERM. The Plan has been approved by the Board of
Directors of Allegheny Technologies Incorporated, to be effective as of January
1, 2000 (the "Effective Date"), but is subject to the approval of the
stockholders of the Company. The Plan shall remain in effect until terminated by
action of the Board; provided, however, that no Incentive Stock Option may be
granted hereunder after the tenth anniversary of the date the stockholders of
the Company approve the Plan and the provisions of Articles VII, VIII, IX and X
with respect to performance-based awards to "covered employees" under Section
162(m) of the Code shall expire as of the fifth anniversary of the date the
stockholders of the Company approve the Plan.

         1.3. THE PRIOR PLAN. The Company previously adopted the Allegheny
Teledyne Incorporated 1996 Incentive Plan (the "Prior Plan"). Awards granted
under the Prior Plan prior to the date the stockholders of the Company approve
the Plan shall not be affected by the adoption of this Plan, and the Prior Plan
shall remain the effect following the date the stockholders of the Company
approve the Plan to the extent necessary to administer such awards, but no new
Awards shall be granted under the Prior Plan after the date the stockholders of
the Company approve the Plan.

                                   ARTICLE II.
                                   DEFINITIONS

                  For the purpose of this Plan, capitalized terms shall have the
following meanings:

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         2.1. AWARD means any one or a combination of Non-Qualified Stock
Options or Incentive Stock Options described in Article VI, Stock Appreciation
Rights described in Article VI, Restricted Shares described in Article VII,
Performance Awards described in Article VIII, Awards of cash or any other Award
made under the terms of the Plan.

         2.2. AWARD AGREEMENT means a written agreement between the Company and
a Participant or a written acknowledgment from the Company to a Participant
specifically setting forth the terms and conditions of an Award granted under
the Plan.

         2.3. AWARD PERIOD means, with respect to an Award, the period of time
set forth in the Award Agreement during which specified target performance goals
must be achieved or other conditions set forth in the Award Agreement must be
satisfied.

         2.4. BENEFICIARY means an individual, trust or estate who or which, by
a written designation of the Participant filed with the Company or by operation
of law, succeeds to the rights and obligations of the Participant under the Plan
and the Award Agreement upon the Participant's death.

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

         2.6. CHANGE IN CONTROL means, and shall be deemed to have occurred upon
the occurrence of, any one of the following events:

                  (a) The acquisition in one or more transactions, other than
         from the Company, by any individual, entity or group (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 a number of Company Voting Securities in
         excess of 25% of the Company Voting Securities unless such acquisition
         has been approved by the Board;

                  (b) Any election has occurred of persons to the Board that
         causes two-thirds of the Board to consist of persons other than (i)
         persons who were members of the Board on the Effective Date and (ii)
         persons who were nominated for elections as members of the Board at a
         time when two-thirds of the Board consisted of persons who were members
         of the Board on the Effective Date; provided, however, that any person
         nominated for election by a Board at least two-thirds of whom
         constituted persons described in


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         clauses (i) and/or (ii) or by persons who were themselves nominated by
         such Board shall, for this purpose, be deemed to have been nominated by
         a Board composed of persons described in clause (i);

                  (c) Approval by the stockholders of the Company of a
         reorganization, merger or consolidation, unless, following such
         reorganization, merger or consolidation, all or substantially all of
         the individuals and entities who were the respective beneficial owners
         of the Outstanding Common Stock and Company Voting Securities
         immediately prior to such reorganization, merger or consolidation,
         following such reorganization, merger or consolidation beneficially
         own, directly or indirectly, more than seventy five (75%) of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors or trustees, as
         the case may be, of the entity resulting from such reorganization,
         merger or consolidation in substantially the same proportion as their
         ownership of the Outstanding Common Stock and Company Voting Securities
         immediately prior to such reorganization, merger or consolidation, as
         the case may be; or

                  (d) Approval by the stockholders of the Company of (i) a
         complete liquidation or dissolution of the Company or (ii) a sale or
         other disposition of all or substantially all the assets of the
         Company.

         2.7. CODE means the Internal Revenue Code of 1986, as amended.
References to a section of the Code shall include that section and any
comparable section or sections of any future legislation that amends,
supplements or supersedes said section.

         2.8. COMMITTEE means the Committee defined in Section 3.1.

         2.9. COMPANY or CORPORATION means Allegheny Technologies Incorporated,
a Delaware corporation, and its successors.

         2.10. COMMON STOCK means Common Stock of the Company, par value $.10
per share.

         2.11. COMPANY VOTING SECURITIES means the combined voting power of all
outstanding voting securities of the Company entitled to vote generally in the
election of directors to the Board.


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         2.12. DATE OF GRANT means the date designated by the Committee as the
date as of which it grants an Award, which shall not be earlier than the date on
which the Committee approves the granting of such Award.

         2.13. EFFECTIVE DATE shall have the meaning given to such term in
Section 1.2.

         2.14. EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.

         2.15. EXERCISE PRICE means, with respect to a Stock Appreciation Right,
the amount established by the Committee in the Award Agreement which is to be
subtracted from the Fair Market Value on the date of exercise in order to
determine the amount of the payment to be made to the Participant, as further
described in Section 6.2(b).

         2.16. FAIR MARKET VALUE means, on any date, the average of the high and
low quoted sales prices of a share of Common Stock, as reported on the Composite
Tape for New York Stock Exchange Listed Companies, on such date or, if there
were no sales on such date, on the last date preceding such date on which a sale
was reported.

         2.17. INCENTIVE STOCK OPTION means a stock option within the meaning of
Section 422 of the Code.

         2.18. MERGER means any merger, reorganization, consolidation, exchange,
transfer of assets or other transaction having similar effect involving the
Company.

         2.19. NON-QUALIFIED STOCK OPTION means a stock option which is not an
Incentive Stock Option.

         2.20. OPTIONS means all Non-Qualified Stock Options and Incentive Stock
Options granted at any time under the Plan.

         2.21. OUTSTANDING COMMON STOCK means, at any time, the issued and
outstanding shares of Common Stock.

         2.22. PARTICIPANT means a person designated to receive an Award under
the Plan in accordance with Section 5.1.

         2.23. PERFORMANCE AWARDS means Awards granted in accordance with
Article VIII.


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         2.24. PERFORMANCE GOALS means operating income, operating profit
(earnings from continuing operations before interest and taxes), earnings per
share, return on investment or working capital, return on stockholders' equity,
economic value added (the amount, if any, by which net operating profit after
tax exceeds a reference cost of capital), balanced scorecard, reductions in
inventory, inventory turns and on-time delivery performance, any one of which
may be measured with respect to the Company or any one or more of its
Subsidiaries or business units and either in absolute terms or as compared to
another company or companies, and safety measures and other quantifiable,
objective measures of individual performance relevant to the particular
individual's job responsibilities.

         2.25. PLAN means the Allegheny Technologies Incorporated 2000 Incentive
Plan as described herein, as the same may be amended from time to time.

         2.26. PRIOR PLAN shall have the meaning given to such term in Section
1.3.

         2.27. PURCHASE PRICE, with respect to Options, shall have the meaning
set forth in Section 6.1(b).

         2.28. RESTORATION OPTION means a Non-Qualified Stock Option granted
pursuant to Section 6.1(f).

         2.29. RESTRICTED SHARES means Common Stock subject to restrictions
imposed in connection with Awards granted under Article VII.

         2.30. RETIREMENT means early or normal retirement under a pension plan
or arrangement of the Company or one of its Subsidiaries in which the
Participant participates.

         2.31. RULE 16B-3 means Rule 16b-3 promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act, as the same may be
amended from time to time, and any successor rule.

         2.32. STOCK APPRECIATION RIGHTS means Awards granted in accordance with
Article VI.

         2.33. SUBSIDIARY means a subsidiary of the Company within the meaning
of Section 424(f) of the Code.

         2.34. TERMINATION OF EMPLOYMENT means the voluntary or involuntary
termination of a Participant's employment with the Company or a Subsidiary for
any reason, including death, disability, retirement or as the result of the
divestiture


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of the Participant's employer or any similar transaction in which the
Participant's employer ceases to be the Company or one of its Subsidiaries.
Whether entering military or other government service shall constitute
Termination of Employment, or whether a Termination of Employment shall occur as
a result of disability, shall be determined in each case by the Committee in its
sole discretion.


                                  ARTICLE III.
                                 ADMINISTRATION

         3.1. COMMITTEE. The Plan shall be administered by a committee of the
Board ("Committee") comprised of at least two persons. The Committee shall have
exclusive and final authority in each determination, interpretation or other
action affecting the Plan and its Participants. The Committee shall have the
sole discretionary authority to interpret the Plan, to establish and modify
administrative rules for the Plan, to impose such conditions and restrictions on
Awards as it determines appropriate and to cancel Awards (including those made
pursuant to other plans of the Company), and to take such steps in connection
with the Plan and Awards granted hereunder as it may deem necessary or
advisable. The Committee shall not, however, have or exercise any discretion
that would disqualify amounts payable under Article X as performance-based
compensation for purposes of Section 162(m) of the Code. The Committee may
delegate such of its powers and authority under the Plan as it deems appropriate
to designated officers or employees of the Company. In addition, the full Board
may exercise any of the powers and authority of the Committee under the Plan. In
the event of such delegation of authority or exercise of authority by the Board,
references in the Plan to the Committee shall be deemed to refer, as
appropriate, to the delegate of the Committee or the Board. The selection of
members of the Committee or any subcommittee thereof, and any delegation by the
Committee to designated officers or employees, under this Section 3.1 shall
comply with Section 16(b) of the Exchange Act, the performance-based provisions
of Section 162(m) of the Code, and the regulations promulgated under each of
such statutory provisions, or the respective successors to such statutory
provisions or regulations, as in effect from time to time, except to the extent
that the Board determines that such compliance is not necessary or desirable.


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                                   ARTICLE IV.
                                     SHARES

         4.1. NUMBER OF SHARES ISSUABLE. The total number of shares authorized
to be issued under the Plan shall equal 10% of the outstanding shares of the
Common Stock as of the Effective Date. If the number of outstanding shares of
Common Stock is increased after the Effective Date, the total number of shares
available under the Plan will be increased by 10% of such increase. The number
of shares available for issuance under the Plan shall be further subject to
adjustment in accordance with Section 11.7. The shares to be offered under the
Plan shall be authorized and unissued Common Stock, or issued Common Stock which
shall have been reacquired by the Company. Of the total number of shares
authorized for grant under the Plan, the Company may issue no more than one
million shares as awards of restricted stock, subject to adjustment in
accordance with Section 11.7.

         4.2. SHARES SUBJECT TO TERMINATED AWARDS. Common Stock covered by any
unexercised portions of terminated Options (including canceled Options) granted
under Article VI, Common Stock forfeited as provided in Section 7.2(a) and
Common Stock subject to any Awards which are otherwise surrendered by the
Participant may again be subject to new Awards under the Plan. Common Stock
subject to Options, or portions thereof, which have been surrendered in
connection with the exercise of Stock Appreciation Rights shall not be available
for subsequent Awards under the Plan, but Common Stock issued in payment of such
Stock Appreciation Rights shall not be charged against the number of shares of
Common Stock available for the grant of Awards hereunder. Common Stock covered
by awards granted under the Prior Plan that after the Effective Date are
terminated unexercised, forfeited or otherwise surrendered shall be available
for subsequent Awards under this Plan.

                                   ARTICLE V.
                                  PARTICIPATION

         5.1. ELIGIBLE PARTICIPANTS. Participants in the Plan shall be such
officers and other key employees of the Company and its Subsidiaries, whether or
not members of the Board, as the Committee, in its sole discretion, may
designate from time to time. The Committee's designation of a Participant in any
year shall not require the Committee to designate such person to receive Awards
or grants in any other year. The designation of a Participant to receive awards
or grants under one portion of the Plan does not require the Committee to
include such Participant under other portions of the Plan. The Committee shall
consider such factors as it


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deems pertinent in selecting Participants and in determining the type and amount
of their respective Awards. Notwithstanding any provision herein to the
contrary, the Committee may grant Awards under the Plan, other than Incentive
Stock Options, to non-employees who, in the judgment of the Committee, render
significant services to the Company or any of its Subsidiaries, on such terms
and conditions as the Committee deems appropriate and consistent with the intent
of the Plan. Subject to adjustment in accordance with Section 11.7, in any
calendar year, no Participant shall be granted Awards in respect of more than 1
million shares of Common Stock (whether through grants of Options or Stock
Appreciation Rights or other grants of Common Stock or rights with respect
thereto) and $5 million in cash; provided, however, that any Award payable over
a period of more than one year shall be pro-rated over the applicable period in
determining the amount of the Award granted in any calendar year.

                                   ARTICLE VI.
                   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

         6.1. OPTION AWARDS.

                  (a) GRANT OF OPTIONS. The Committee may grant, to such
         Participants as the Committee may select, Options entitling the
         Participant to purchase shares of Common Stock from the Company in such
         number, at such price, and on such terms and subject to such
         conditions, not inconsistent with the terms of this Plan, as may be
         established by the Committee. The terms of any Option granted under
         this Plan shall be set forth in an Award Agreement.

                  (b) PURCHASE PRICE OF OPTIONS. The Purchase Price of each
         share of Common Stock which may be purchased upon exercise of any
         Option granted under the Plan shall be determined by the Committee;
         provided, however, that the Purchase Price of the Common Stock
         purchased pursuant to Options designated by the Committee as Incentive
         Stock Options shall be equal to or greater than the Fair Market Value
         on the Date of Grant as required under Section 422 of the Code.

                  (c) DESIGNATION OF OPTIONS. Except as otherwise expressly
         provided in the Plan, the Committee may designate, at the time of the
         grant of each Option, the Option as an Incentive Stock Option or a
         Non-Qualified Stock Option.


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                  (d) INCENTIVE STOCK OPTION SHARE LIMITATION. No Participant
         may be granted Incentive Stock Options under the Plan (or any other
         plans of the Company and its Subsidiaries) which would result in shares
         with an aggregate Fair Market Value (measured on the Date of Grant) of
         more than $100,000 first becoming exercisable in any one calendar year.

                  (e) RIGHTS AS A STOCKHOLDER. A Participant or a transferee of
         an Option pursuant to Section 11.4 shall have no rights as a
         stockholder with respect to Common Stock covered by an Option until the
         Participant or transferee shall have become the holder of record of any
         such shares, and no adjustment shall be made for dividends in cash or
         other property or distributions or other rights with respect to any
         such Common Stock for which the record date is prior to the date on
         which the Participant or a transferee of the Option shall have become
         the holder of record of any such shares covered by the Option;
         provided, however, that Participants are entitled to share adjustments
         to reflect capital changes under Section 11.7.

                  (f) RESTORATION OPTIONS UPON THE EXERCISE OF A NON-QUALIFIED
         STOCK OPTION. In the event that any Participant delivers to the
         Company, or has withheld from the shares otherwise issuable upon the
         exercise of a Non-Qualified Stock Option, shares of Common Stock in
         payment of the Purchase Price of any Non-Qualified Stock Option granted
         hereunder in accordance with Section 6.4, the Committee shall have the
         authority to grant or provide for the automatic grant of a Restoration
         Option to such Participant. The grant of a Restoration Option shall be
         subject to the satisfaction of such conditions or criteria as the
         Committee in its sole discretion shall establish from time to time. A
         Restoration Option shall entitle the holder thereof to purchase a
         number of shares of Common Stock equal to the number of such shares so
         delivered or withheld upon exercise of the original Option and, in the
         discretion of the Committee, the number of shares, if any, delivered or
         withheld to the Company to satisfy any withholding tax liability
         arising in connection with the exercise of the original Option. A
         Restoration Option shall have a per share Purchase Price of not less
         than 100% of the per share Fair Market Value of the Common Stock on the
         date of grant of such Restoration Option, a term not longer than the
         remaining term of the original Option at the time of exercise thereof,
         and such other terms and conditions as the Committee in its sole
         discretion shall determine.


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         6.2. STOCK APPRECIATION RIGHTS.

                  (a) STOCK APPRECIATION RIGHT AWARDS. The Committee is
         authorized to grant to any Participant one or more Stock Appreciation
         Rights. Such Stock Appreciation Rights may be granted either
         independent of or in tandem with Options granted to the same
         Participant. Stock Appreciation Rights granted in tandem with Options
         may be granted simultaneously with, or, in the case of Non-Qualified
         Stock Options, subsequent to, the grant to such Participant of the
         related Option; provided, however, that: (i) any Option covering any
         share of Common Stock shall expire and not be exercisable upon the
         exercise of any Stock Appreciation Right with respect to the same
         share, (ii) any Stock Appreciation Right covering any share of Common
         Stock shall expire and not be exercisable upon the exercise of any
         related Option with respect to the same share, and (iii) an Option and
         Stock Appreciation Right covering the same share of Common Stock may
         not be exercised simultaneously. Upon exercise of a Stock Appreciation
         Right with respect to a share of Common Stock, the Participant shall be
         entitled to receive an amount equal to the excess, if any, of (A) the
         Fair Market Value of a share of Common Stock on the date of exercise
         over (B) the Exercise Price of such Stock Appreciation Right
         established in the Award Agreement, which amount shall be payable as
         provided in Section 6.2(c).

                  (b) EXERCISE PRICE. The Exercise Price established under any
         Stock Appreciation Right granted under this Plan shall be determined by
         the Committee, but in the case of Stock Appreciation Rights granted in
         tandem with Options shall not be less than the Purchase Price of the
         related Option. Upon exercise of Stock Appreciation Rights granted in
         tandem with Options, the number of shares subject to exercise under any
         related Option shall automatically be reduced by the number of shares
         of Common Stock represented by the Option or portion thereof which are
         surrendered as a result of the exercise of such Stock Appreciation
         Rights.

                  (c) PAYMENT OF INCREMENTAL VALUE. Any payment which may become
         due from the Company by reason of a Participant's exercise of a Stock
         Appreciation Right may be paid to the Participant as determined by the
         Committee (i) all in cash, (ii) all in Common Stock, or (iii) in any
         combination of cash and Common Stock. In the event that all or a
         portion of the payment is made in Common Stock, the number of shares of
         Common


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         Stock delivered in satisfaction of such payment shall be determined by
         dividing the amount of such payment or portion thereof by the Fair
         Market Value on the Exercise Date. No fractional share of Common Stock
         shall be issued to make any payment in respect of Stock Appreciation
         Rights; if any fractional share would be issuable, the combination of
         cash and Common Stock payable to the Participant shall be adjusted as
         directed by the Committee to avoid the issuance of any fractional
         share.

         6.3. TERMS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

                  (a) CONDITIONS ON EXERCISE. An Award Agreement with respect to
         Options and/or Stock Appreciation Rights may contain such waiting
         periods, exercise dates and restrictions on exercise (including, but
         not limited to, periodic installments) as may be determined by the
         Committee at the time of grant.

                  (b) DURATION OF OPTIONS AND STOCK APPRECIATION RIGHTS. Options
         and Stock Appreciation Rights shall terminate after the first to occur
         of the following events:

                           (i) Expiration of the Option or Stock Appreciation
                  Right as provided in the Award Agreement; or

                           (ii) Termination of the Award following the
                  Participant's disability, Retirement, death or other
                  Termination of Employment as provided in the Award Agreement;
                  or

                           (iii) In the case of an Incentive Stock Option, ten
                  years from the Date of Grant; or

                           (iv) Solely in the case of a Stock Appreciation Right
                  granted in tandem with an Option, upon the expiration of the
                  related Option.

                  (c) ACCELERATION OR EXTENSION OF EXERCISE TIME. The Committee
         may (but shall not be obligated to) permit the exercise of an Option or
         Stock Appreciation Right (i) prior to the time such Option or Stock
         Appreciation Right would become exercisable under the terms of the
         Award Agreement, (ii) after the termination of the Option or Stock
         Appreciation Right under the terms of the Award Agreement, or (iii)
         after the expiration of the Option or Stock Appreciation Right.


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         6.4. EXERCISE PROCEDURES. Each Option and Stock Appreciation Right
granted under the Plan shall be exercised by written or electronic notice to the
Company or by such other exercise procedures as may be provided in the Award
Agreement which notice or other form of exercise must be received by the officer
or employee of the Company designated in the Award Agreement on or before the
close of business on the expiration date of the Award. The Purchase Price of
shares purchased upon exercise of an Option granted under the Plan shall be paid
in full in cash by the Participant pursuant to the Award Agreement; provided,
however, that the Committee may (but shall not be required to) permit payment to
be made by delivery to the Company of either (a) Common Stock (which may, in the
sole discretion of the Committee, include Restricted Shares or shares otherwise
issuable in connection with the exercise of the Option, subject to such rules as
the Committee deems appropriate) or (b) any combination of cash and Common
Stock, or (c) such other consideration as the Committee deems appropriate and in
compliance with applicable law (including payment in accordance with a cashless
exercise program under which, if so instructed by the Participant, Common Stock
may be issued directly to the Participant's broker or dealer upon receipt of an
irrevocable written or electronic notice of exercise from the Participant). In
the event that any Common Stock shall be transferred to the Company to satisfy
all or any part of the Purchase Price, the part of the Purchase Price deemed to
have been satisfied by such transfer of Common Stock shall be equal to the
product derived by multiplying the Fair Market Value as of the date of exercise
times the number of shares of Common Stock transferred to the Company. The
Participant may not transfer to the Company in satisfaction of the Purchase
Price any fractional share of Common Stock. Any part of the Purchase Price paid
in cash upon the exercise of any Option shall be added to the general funds of
the Company and may be used for any proper corporate purpose. Unless the
Committee shall otherwise determine, any Common Stock transferred to the Company
as payment of all or part of the Purchase Price upon the exercise of any Option
shall be held as treasury shares.

         6.5. CHANGE IN CONTROL. Unless otherwise provided by the Committee in
the applicable Award Agreement, in the event of a Change in Control, all Options
outstanding on the date of such Change in Control, and all Stock Appreciation
Rights shall become immediately and fully exercisable. The provisions of this
Section 6.5 shall not be applicable to any Options or Stock Appreciation Rights
granted to a Participant if any Change in Control results from such
Participant's beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of Common Stock or Company Voting Securities.


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                                  ARTICLE VII.
                                RESTRICTED SHARES

         7.1. RESTRICTED SHARE AWARDS. The Committee may grant to any
Participant an Award of Common Stock in such number of shares, and on such
terms, conditions and restrictions, whether based on performance standards,
periods of service, retention by the Participant of ownership of purchased or
designated shares of Common Stock or other criteria, as the Committee shall
establish. With respect to performance-based Awards of Restricted Shares to
"covered employees" (as defined in Section 162(m) of the Code), performance
targets will be limited to specified levels of one or more of the Performance
Goals. The terms of any Restricted Share Award granted under this Plan shall be
set forth in an Award Agreement which shall contain provisions determined by the
Committee and not inconsistent with this Plan.

                  (a) ISSUANCE OF RESTRICTED SHARES. As soon as practicable
         after the Date of Grant of a Restricted Share Award by the Committee,
         the Company shall cause to be transferred on the books of the Company,
         or its agent, Common Stock, registered on behalf of the Participant,
         evidencing the Restricted Shares covered by the Award, but subject to
         forfeiture to the Company as of the Date of Grant if an Award Agreement
         with respect to the Restricted Shares covered by the Award is not duly
         executed by the Participant and timely returned to the Company. All
         Common Stock covered by Awards under this Article VII shall be subject
         to the restrictions, terms and conditions contained in the Plan and the
         Award Agreement entered into by the Participant. Until the lapse or
         release of all restrictions applicable to an Award of Restricted Shares
         the share certificates, if any, representing such Restricted Shares may
         be held in custody by the Company, its designee, or, if the
         certificates bear a restrictive legend, by the Participant; provided,
         however, that if the Restricted Shares are uncertificated, other
         arrangements may be made, in the discretion of the Committee, to ensure
         the enforcement of the restrictions on such Restricted Shares. Upon the
         lapse or release of all restrictions with respect to an Award as
         described in Section 7.1(d), one or more share certificates, registered
         in the name of the Participant, for an appropriate number of shares as
         provided in Section 7.1(d), free of any restrictions set forth in the
         Plan and the Award Agreement shall be delivered to the Participant.


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                  (b) STOCKHOLDER RIGHTS. Beginning on the Date of Grant of the
         Restricted Share Award and subject to execution of the Award Agreement
         as provided in Section 7.1(a), the Participant shall become a
         stockholder of the Company with respect to all shares subject to the
         Award Agreement and shall have all of the rights of a stockholder,
         including, but not limited to, the right to vote such shares and the
         right to receive dividends; provided, however, that any Common Stock
         distributed as a dividend or otherwise with respect to any Restricted
         Shares as to which the restrictions have not yet lapsed, shall be
         subject to the same restrictions as such Restricted Shares and held or
         restricted as provided in Section 7.1(a).

                  (c) RESTRICTION ON TRANSFERABILITY. None of the Restricted
         Shares may be assigned or transferred (other than by will or the laws
         of descent and distribution, or to an inter vivos trust with respect to
         which the Participant is treated as the owner under Sections 671
         through 677 of the Code), pledged or sold prior to lapse of the
         restrictions applicable thereto.

                  (d) DELIVERY OF SHARES UPON VESTING. Upon expiration or
         earlier termination of the forfeiture period without a forfeiture and
         the satisfaction of or release from any other conditions prescribed by
         the Committee, or at such earlier time as provided under the provisions
         of Section 7.3, the restrictions applicable to the Restricted Shares
         shall lapse. As promptly as administratively feasible thereafter,
         subject to the requirements of Section 11.5, the Company shall deliver
         to the Participant or, in case of the Participant's death, to the
         Participant's Beneficiary, one or more share certificates for the
         appropriate number of shares of Common Stock, free of all such
         restrictions, except for any restrictions that may be imposed by law.

         7.2. TERMS OF RESTRICTED SHARES.

                  (a) FORFEITURE OF RESTRICTED SHARES. Subject to Sections
         7.2(b) and 7.3, all Restricted Shares shall be forfeited and returned
         to the Company and all rights of the Participant with respect to such
         Restricted Shares shall terminate unless the Participant continues in
         the service of the Company or a Subsidiary as an employee until the
         expiration of the forfeiture period for such Restricted Shares and
         satisfies any and all other conditions set forth in the Award
         Agreement. The Committee shall determine the forfeiture period (which
         may, but need not, lapse in installments) and any other terms and
         conditions applicable with respect to any Restricted Share Award.


                                       14
<PAGE>   15


                  (b) WAIVER OF FORFEITURE PERIOD. Notwithstanding anything
         contained in this Article VII to the contrary, the Committee may, in
         its sole discretion, waive the forfeiture period and any other
         conditions set forth in any Award Agreement under appropriate
         circumstances (including the death, disability or Retirement of the
         Participant or a material change in circumstances arising after the
         date of an Award) and subject to such terms and conditions (including
         forfeiture of a proportionate number of the Restricted Shares) as the
         Committee shall deem appropriate.

         7.3. CHANGE IN CONTROL. Unless otherwise provided by the Committee in
the applicable Award Agreement, in the event of a Change in Control, all
restrictions applicable to the Restricted Share Award shall terminate fully and
the Participant shall immediately have the right to the delivery of share
certificate or certificates for such shares in accordance with Section 7.1(d).

                                  ARTICLE VIII.
                               PERFORMANCE AWARDS

         8.1. PERFORMANCE AWARDS.

                  (a) AWARD PERIODS AND CALCULATIONS OF POTENTIAL INCENTIVE
         AMOUNTS. The Committee may grant Performance Awards to Participants. A
         Performance Award shall consist of the right to receive a payment
         (measured by the Fair Market Value of a specified number of shares of
         Common Stock, increases in such Fair Market Value during the Award
         Period and/or a fixed cash amount) contingent upon the extent to which
         certain predetermined performance targets have been met during an Award
         Period. Performance Awards may be made in conjunction with, or in
         addition to, Restricted Share Awards made under Article VII. The Award
         Period shall be two or more fiscal or calendar years as determined by
         the Committee. The Committee, in its discretion and under such terms as
         it deems appropriate, may permit newly eligible employees, such as
         those who are promoted or newly hired, to receive Performance Awards
         after an Award Period has commenced.

                  (b) PERFORMANCE TARGETS. The performance targets may include
         such goals related to the performance of the Company or, where
         relevant, any one or more of its Subsidiaries or divisions and/or the
         performance of a Participant as may be established by the Committee in
         its discretion. In the case of Performance Awards to "covered
         employees" (as defined in Section 162(m) of the Code), the targets will
         be limited to specified levels of


                                       15
<PAGE>   16

         one or more of the Performance Goals. The performance targets
         established by the Committee may vary for different Award Periods and
         need not be the same for each Participant receiving a Performance Award
         in an Award Period. Except to the extent inconsistent with the
         performance-based compensation exception under Section 162(m) of the
         Code, in the case of Performance Awards granted to employees to whom
         such section is applicable, the Committee, in its discretion, but only
         under extraordinary circumstances as determined by the Committee, may
         change any prior determination of performance targets for any Award
         Period at any time prior to the final determination of the Award when
         events or transactions occur to cause the performance targets to be an
         inappropriate measure of achievement.

                  (c) EARNING PERFORMANCE AWARDS. The Committee, at or as soon
         as practicable after the Date of Grant, shall prescribe a formula to
         determine the percentage of the Performance Award to be earned based
         upon the degree of attainment of performance targets.

                  (d) PAYMENT OF EARNED PERFORMANCE AWARDS. Subject to the
         requirements of Section 11.5, payments of earned Performance Awards
         shall be made in cash or Common Stock, or a combination of cash and
         Common Stock, in the discretion of the Committee. The Committee, in its
         sole discretion, may define such terms and conditions with respect to
         the payment of earned Performance Awards as it may deem desirable.

         8.2. TERMS OF PERFORMANCE AWARDS.

                  (a) TERMINATION OF EMPLOYMENT. Unless otherwise provided below
         or in Section 8.3, in the case of a Participant's Termination of
         Employment prior to the end of an Award Period, the Participant will
         not have earned any Performance Awards.

                  (b) RETIREMENT. If a Participant's Termination of Employment
         is because of Retirement prior to the end of an Award Period, the
         Participant will not be paid any Performance Awards, unless the
         Committee, in its sole and exclusive discretion, determines that an
         Award should be paid. In such a case, the Participant shall be entitled
         to receive a pro-rata portion of his or her Award as determined under
         Subsection (d).


                                       16
<PAGE>   17



                  (c) DEATH OR DISABILITY. If a Participant's Termination of
         Employment is due to death or disability (as determined in the sole and
         exclusive discretion of the Committee) prior to the end of an Award
         Period, the Participant or the Participant's personal representative
         shall be entitled to receive a pro-rata share of his or her Award as
         determined under Subsection (d).

                  (d) PRO-RATA PAYMENT. The amount of any payment made to a
         Participant whose employment is terminated by Retirement, death or
         disability (under circumstances described in Subsections (b) and (c))
         will be the amount determined by multiplying the amount of the
         Performance Award which would have been earned, determined at the end
         of the Award Period, had such employment not been terminated, by a
         fraction, the numerator of which is the number of whole months such
         Participant was employed during the Award Period, and the denominator
         of which is the total number of months of the Award Period. Any such
         payment made to a Participant whose employment is terminated prior to
         the end of an Award Period under this Section 8.2 shall be made at the
         end of the respective Award Period, unless otherwise determined by the
         Committee in its sole discretion. Any partial payment previously made
         or credited to a deferred account for the benefit of a Participant as
         provided under Section 8.1(d) of the Plan shall be subtracted from the
         amount otherwise determined as payable as provided in this Section.

                  (e) OTHER EVENTS. Notwithstanding anything to the contrary in
         this Article VIII, the Committee may, in its sole and exclusive
         discretion, determine to pay all or any portion of a Performance Award
         to a Participant who has terminated employment prior to the end of an
         Award Period under certain circumstances (including the death,
         disability or Retirement of the Participant or a material change in
         circumstances arising after the Date of Grant) and subject to such
         terms and conditions as the Committee shall deem appropriate.

         8.3. CHANGE IN CONTROL. Unless otherwise provided by the Committee in
the applicable Award Agreement, in the event of a Change in Control, all
Performance Awards for all Award Periods shall immediately become fully payable
to all Participants and shall be paid to Participants in accordance with Section
8.2(d) within 30 days after such Change in Control.


                                       17
<PAGE>   18



                                   ARTICLE IX.
                            OTHER STOCK-BASED AWARDS


         8.4. GRANT OF OTHER STOCK-BASED AWARDS. Other stock-based awards,
consisting of stock purchase rights (with or without loans to Participants by
the Company containing such terms as the Committee shall determine), Awards of
cash, Awards of Common Stock, or Awards valued in whole or in part by reference
to, or otherwise based on, Common Stock, may be granted either alone or in
addition to or in conjunction with other Awards under the Plan. Subject to the
provisions of the Plan, the Committee shall have sole and complete authority to
determine the persons to whom and the time or times at which such Awards shall
be made, the number of shares of Common Stock to be granted pursuant to such
Awards, and all other conditions of the Awards. Any such Award shall be
confirmed by an Award Agreement executed by the Company and the Participant,
which Award Agreement shall contain such provisions as the Committee determines
to be necessary or appropriate to carry out the intent of this Plan with respect
to such Award.

         8.5. TERMS OF OTHER STOCK-BASED AWARDS. In addition to the terms and
conditions specified in the Award Agreement, Awards made pursuant to this
Article 10 shall be subject to the following:

                  (a) Any Common Stock subject to Awards made under this Article
         IX may not be sold, assigned, transferred, pledged or otherwise
         encumbered prior to the date on which the shares are issued, or, if
         later, the date on which any applicable restriction, performance or
         deferral period lapses; and

                  (b) If specified by the Committee in the Award Agreement, the
         recipient of an Award under this Article IX shall be entitled to
         receive, currently or on a deferred basis, interest or dividends or
         dividend equivalents with respect to the Common Stock or other
         securities covered by the Award; and

                  (c) The Award Agreement with respect to any Award shall
         contain provisions dealing with the disposition of such Award in the
         event of a Termination of Employment prior to the exercise, realization
         or payment of such Award, whether such termination occurs because of
         Retirement, disability, death or other reason, with such provisions to
         take account of the specific nature and purpose of the Award.


                                       18
<PAGE>   19

         8.6. FOREIGN QUALIFIED AWARDS. Awards under the Plan may be granted to
such employees of the Company and its Subsidiaries who are residing in foreign
jurisdictions as the Committee in its sole discretion may determine from time to
time. The Committee may adopt such supplements to the Plan as may be necessary
or appropriate to comply with the applicable laws of such foreign jurisdictions
and to afford Participants favorable treatment under such laws; provided,
however, that no Award shall be granted under any such supplement with terms or
conditions inconsistent with the provision set forth in the Plan.

                                   ARTICLE IX.
                        SHORT-TERM CASH INCENTIVE AWARDS

         9.1. ELIGIBILITY. Executive officers of the Company who are from time
to time determined by the Committee to be "covered employees" for purposes of
Section 162(m) of the Code will be eligible to receive short-term cash incentive
awards under this Article X.

         9.2. AWARDS.

                  (a) PERFORMANCE TARGETS. For each fiscal year of the Company,
         the Committee shall establish objective performance targets based on
         specified levels of one or more of the Performance Goals. Such
         performance targets shall be established by the Committee on a timely
         basis to ensure that the targets are considered "preestablished" for
         purposes of Section 162(m) of the Code.

                  (b) AMOUNTS OF AWARDS. In conjunction with the establishment
         of performance targets for a fiscal year, the Committee shall adopt an
         objective formula (on the basis of percentages of Participants'
         salaries, shares in a bonus pool or otherwise) for computing the
         respective amounts payable under the Plan to Participants if and to the
         extent that the performance targets are attained. Such formula shall
         comply with the requirements applicable to performance-based
         compensation plans under Section 162(m) of the Code and, to the extent
         based on percentages of a bonus pool, such percentages shall not exceed
         100% in the aggregate.

                  (c) PAYMENT OF AWARDS. Awards will be payable to Participants
         in cash each year upon prior written certification by the Committee of
         attainment of the specified performance targets for the preceding
         fiscal year.


                                       19
<PAGE>   20

                  (d) NEGATIVE DISCRETION. Notwithstanding the attainment by the
         Company of the specified performance targets, the Committee shall have
         the discretion, which need not be exercised uniformly among the
         Participants, to reduce or eliminate the award that would be otherwise
         paid.

                  (e) GUIDELINES. The Committee may adopt from time to time
         written policies for its implementation of this Article X. Such
         guidelines shall reflect the intention of the Company that all payments
         hereunder qualify as performance-based compensation under Section
         162(m) of the Code.

                  (f) NON-EXCLUSIVE ARRANGEMENT. The adoption and operation of
         this Article X shall not preclude the Board or the Committee from
         approving other short-term incentive compensation arrangements for the
         benefit of individuals who are Participants hereunder as the Board or
         Committee, as the case may be, deems appropriate and in the best
         interests of the Company.

                                   ARTICLE X.
                      TERMS APPLICABLE GENERALLY TO AWARDS
                             GRANTED UNDER THE PLAN

         10.1. PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the Plan shall
govern all Awards granted under the Plan, and in no event shall the Committee
have the power to grant any Award under the Plan which is contrary to any of the
provisions of the Plan. In the event any provision of any Award granted under
the Plan shall conflict with any term in the Plan as constituted on the Date of
Grant of such Award, the term in the Plan as constituted on the Date of Grant of
such Award shall control. Except as provided in Section 11.3 and Section 11.7,
the terms of any Award granted under the Plan may not be changed after the Date
of Grant of such Award so as to materially decrease the value of the Award
without the express written approval of the holder.

         10.2. AWARD AGREEMENT. No person shall have any rights under any Award
granted under the Plan unless and until the Company and the Participant to whom
such Award shall have been granted shall have executed and delivered an Award
Agreement or received any other Award acknowledgment authorized by the Committee
expressly granting the Award to such person and containing provisions setting
forth the terms of the Award.


                                       20
<PAGE>   21



         10.3. MODIFICATION OF AWARD AFTER GRANT. No Award granted under the
Plan to a Participant may be modified (unless such modification does not
materially decrease the value of the Award) after the Date of Grant except by
express written agreement between the Company and the Participant, provided that
any such change (a) shall not be inconsistent with the terms of the Plan, and
(b) shall be approved by the Committee.

         10.4. LIMITATION ON TRANSFER. Except as provided in Section 7.1(c) in
the case of Restricted Shares, a Participant's rights and interest under the
Plan may not be assigned or transferred other than by will or the laws of
descent and distribution, and during the lifetime of a Participant, only the
Participant personally (or the Participant's personal representative) may
exercise rights under the Plan. The Participant's Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant. Notwithstanding the foregoing, the Committee may
grant Non-Qualified Stock Options that are transferable, without payment of
consideration, to immediate family members of the Participant or to trusts or
partnerships for such family members, and the Committee may also amend
outstanding Non-Qualified Stock Options to provide for such transferability.

         10.5. TAXES. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the Participant in
lieu of withholding) the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount payable and/or
shares issuable under such Participant's Award, or with respect to any income
recognized upon a disqualifying disposition of shares received pursuant to the
exercise of an Incentive Stock Option, and the Company may defer payment or
issuance of the cash or shares upon exercise or vesting of an Award unless
indemnified to its satisfaction against any liability for any such tax. The
amount of such withholding or tax payment shall be determined by the Committee
and shall be payable by the Participant at such time as the Committee determines
in accordance with the following rules:

                  (a) The Participant shall have the right to elect to meet his
         or her withholding requirement (i) by having withheld from such Award
         at the appropriate time that number of shares of Common Stock, rounded
         up to the next whole share, whose Fair Market Value is equal to the
         amount of withholding taxes due, (ii) by direct payment to the Company
         in cash of the amount of any taxes required to be withheld with respect
         to such Award or (iii) by a combination of shares and cash.


                                       21
<PAGE>   22


                  (b) The Committee shall have the discretion as to any Award,
         to cause the Company to pay to tax authorities for the benefit of any
         Participant, or to reimburse such Participant for the individual taxes
         which are due on the grant, exercise or vesting of any share Award, or
         the lapse of any restriction on any share Award (whether by reason of a
         Participant's filing of an election under Section 83(b) of the Code or
         otherwise), including, but not limited to, Federal income tax, state
         income tax, local income tax and excise tax under Section 4999 of the
         Code, as well as for any such taxes as may be imposed upon such tax
         payment or reimbursement.

                  (c) In the case of Participants who are subject to Section 16
         of the Exchange Act, the Committee may impose such limitations and
         restrictions as it deems necessary or appropriate with respect to the
         delivery or withholding of shares of Common Stock to meet tax
         withholding obligations.

         10.6. SURRENDER OF AWARDS. Any Award granted under the Plan may be
surrendered to the Company for cancellation on such terms as the Committee and
the holder approve.

         10.7. ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

                  (a) RECAPITALIZATION. The number and kind of shares subject to
         outstanding Awards, the Purchase Price or Exercise Price for such
         shares, the number and kind of shares available for Awards subsequently
         granted under the Plan and the maximum number of shares in respect of
         which Awards can be made to any Participant in any calendar year shall
         be appropriately adjusted to reflect any stock dividend, stock split,
         combination or exchange of shares, merger, consolidation or other
         change in capitalization with a similar substantive effect upon the
         Plan or the Awards granted under the Plan. The Committee shall have the
         power and sole discretion to determine the amount of the adjustment to
         be made in each case.

                  (b) MERGER. After any Merger in which the Company is the
         surviving corporation, each Participant shall, at no additional cost,
         be entitled upon any exercise of all Options or receipt of other Award
         to receive (subject to any required action by stockholders), in lieu of
         the number of shares of Common Stock receivable or exercisable pursuant
         to such Award, the number and class of shares or other securities to
         which such Participant would have been entitled pursuant to the terms
         of the Merger if, at the time


                                       22
<PAGE>   23


         of the Merger, such Participant had been the holder of record of a
         number of shares equal to the number of shares receivable or
         exercisable pursuant to such Award. Comparable rights shall accrue to
         each Participant in the event of successive Mergers of the character
         described above. In the event of a Merger in which the Company is not
         the surviving corporation, the surviving, continuing, successor, or
         purchasing corporation, as the case may be (the "Acquiring
         Corporation"), shall either assume the Company's rights and obligations
         under outstanding Award Agreements or substitute awards in respect of
         the Acquiring Corporation's stock for such outstanding Awards. In the
         event the Acquiring Corporation fails to assume or substitute for such
         outstanding Awards, the Board shall provide that any unexercisable
         and/or unvested portion of the outstanding Awards shall be immediately
         exercisable and vested as of a date prior to such Merger, as the Board
         so determines. The exercise and/or vesting of any Award that was
         permissible solely by reason of this Section 11.7(b) shall be
         conditioned upon the consummation of the Merger. Any Options which are
         neither assumed by the Acquiring Corporation nor exercised as of the
         date of the Merger shall terminate effective as of the effective date
         of the Merger.

                  (c) OPTIONS TO PURCHASE SHARES OR STOCK OF ACQUIRED COMPANIES.
         After any Merger in which the Company or a Subsidiary shall be a
         surviving corporation, the Committee may grant substituted options
         under the provisions of the Plan, pursuant to Section 424 of the Code,
         replacing old options granted under a plan of another party to the
         Merger whose shares or stock subject to the old options may no longer
         be issued following the Merger. The foregoing adjustments and manner of
         application of the foregoing provisions shall be determined by the
         Committee in its sole discretion. Any such adjustments may provide for
         the elimination of any fractional shares which might otherwise become
         subject to any Options.

         10.8. NO RIGHT TO EMPLOYMENT. No employee or other person shall have
any claim of right to be granted an Award under this Plan. Neither the Plan nor
any action taken hereunder shall be construed as giving any employee any right
to be retained in the employ of the Company or any of its Subsidiaries.

         10.9. AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Payments received by
a Participant pursuant to the provisions of the Plan shall not be included in
the determination of benefits under any pension, group insurance or other
benefit plan applicable to the Participant which is maintained by the Company or
any of its Subsidiaries, except as may be provided under the terms of such plans
or determined by the Board.


                                       23
<PAGE>   24


         10.10. GOVERNING LAW. All determinations made and actions taken
pursuant to the Plan shall be governed by the laws of the State of Delaware and
construed in accordance therewith.

         10.11. NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Company, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

         10.12. COMPLIANCE WITH RULE 16B-3. It is intended that unless the
Committee determines otherwise, Awards under the Plan be eligible for exemption
under Rule 16b-3. The Board is authorized to amend the Plan and to make any such
modifications to Award Agreements to comply with Rule 16b-3, as it may be
amended from time to time, and to make any other such amendments or
modifications as it deems necessary or appropriate to better accomplish the
purposes of the Plan in light of any amendments made to Rule 16b-3.

         10.13. CAPTIONS. The captions (i.e., all Section headings) used in the
Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no captions have
been used in the Plan.

         10.14. SEVERABILITY. Whenever possible, each provision in the Plan and
every Award at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Award at any time granted under the Plan shall be held to be
prohibited by or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan and every other Award at any time granted under the Plan shall remain
in full force and effect.

         10.15. AMENDMENT AND TERMINATION.

                  (a) AMENDMENT. The Board shall have complete power and
         authority to amend the Plan at any time; provided, however, that the
         Board shall not, without the requisite affirmative approval of
         stockholders of the Company, make any amendment which requires
         stockholder approval under the Code, unless such compliance is no
         longer desired under the Code, or under any other applicable law or
         rule of any stock exchange which lists


                                       24
<PAGE>   25

         Common Stock or Company Voting Securities. No termination or amendment
         of the Plan may, without the consent of the Participant to whom any
         Award shall theretofore have been granted under the Plan, adversely
         affect the right of such individual under such Award.

                  (b) TERMINATION. The Board shall have the right and the power
         to terminate the Plan at any time. No Award shall be granted under the
         Plan after the termination of the Plan, but the termination of the Plan
         shall not have any other effect and any Award outstanding at the time
         of the termination of the Plan may be exercised after termination of
         the Plan at any time prior to the expiration date of such Award to the
         same extent such Award would have been exercisable had the Plan not
         terminated.

                                   * * * * * *