Exhibit 4.1

                           UNIGRAPHICS SOLUTIONS INC.
                               2000 INCENTIVE PLAN


1.       Plan. This Unigraphics  Solutions Inc. 2000 Incentive Plan (the "Plan")
         has been adopted by Unigraphics  Solutions Inc., a Delaware corporation
         (the "Company"),  to be effective as of the Effective Date stated below
         for the purpose stated in paragraph 2 below.

2.       Objectives.  This Plan is designed to attract and retain key  Employees
         (as hereinafter  defined), to attract and retain qualified directors of
         the Company, to encourage the sense of proprietorship of such employees
         and Directors,  and to stimulate the active interest of such persons in
         the  development   and  financial   success  of  the  Company  and  its
         Subsidiaries.  These objectives are to be accomplished by making Awards
         (as  hereinafter   defined)  under  this  Plan  and  thereby  providing
         Participants  (as hereinafter  defined) with a proprietary  interest in
         the growth and performance of the Company and its Subsidiaries.

3.       Definitions.  As  used herein, the terms set forth below shall have the
         following respective meanings:

                  "Annual  Director  Award Date" means,  for each year beginning
         with the year that includes the Effective  Date, the first business day
         of the month next  succeeding the date upon which the annual meeting of
         stockholders of the Company is held in such year.

                  "Authorized  Officer"  means the  Chairman of the Board of the
         Company or the President of the Company (or any other senior officer of
         the Company to whom the  Chairman of the Board or the  President  shall
         delegate the authority to execute any Award Agreement).

                  "Award" means an Employee Award or a Director Award.

                  "Award Agreement" means any Employee Award Agreement or
         Director Award Agreement.

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

                  "Cash Award" means an award denominated in cash.

                  "Code"  means the Internal  Revenue  Code of 1986,  as amended
         from time to time.

                  "Committee"  means the Compensation  Committee of the Board or
         such  other  committee  of the Board as is  designated  by the Board to
         administer  the Plan.  If at any time no Committee  shall be in office,
         then the  functions  of the  Committee  specified  in the Plan shall be
         exercised by the Board.

                  "Common Stock" means the Class A Common Stock,  par value $.01
         per share, of the Company.

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                  "Director"  means  an  individual  serving as  a member of the
         Board.

                  "Director Award" means the grant of a Director Option.

                  "Director Award Agreement" means a written  agreement  between
         the Company and a Participant  who is a Non-employee  Director  setting
         forth the terms,  conditions and  limitations  applicable to a Director
         Award.

                  "Director  Options"  means  Nonqualified  Options  granted  to
         Non-employee Directors pursuant to the applicable terms, conditions and
         limitations specified in paragraph 9 hereof.

                  "Disability"  means, with respect to a Non-employee  Director,
         the  inability  to perform  the duties of a Director  for a  continuous
         period  of  more  than  three   months  by  reason  of  any   medically
         determinable physical or mental impairment.

                  "Dividend  Equivalents"  means,  with  respect  to  shares  of
         Restricted  Stock  that are to be issued at the end of the  Restriction
         Period,  an amount equal to all dividends and other  distributions  (or
         the economic  equivalent  thereof) that are payable to  stockholders of
         record  during  the  Restriction  Period on a like  number of shares of
         Common Stock.

                  "Effective Date" means May 19, 2000.

                  "Employee"  means an  employee  of the  Company  or any of its
         Subsidiaries  or any  corporation  which  directly or  indirectly  owns
         shares  representing  more than 50% of the combined voting power of the
         shares of all classes or series of capital  stock of the Company  which
         have the right to vote generally on matters  submitted to a vote of the
         stockholders of the Company.

                  "Employee  Award"  means the grant of any Option,  SAR,  Stock
         Award,  Cash Award or Performance  Award,  whether granted  singly,  in
         combination or in tandem,  to a Participant who is an Employee pursuant
         to such applicable  terms,  conditions and limitations as the Committee
         may establish in order to fulfill the objectives of the Plan.

                  "Employee Award Agreement" means a written  agreement  between
         the Company and a  Participant  who is an  Employee  setting  forth the
         terms, conditions and limitations applicable to an Employee Award.

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

                  "Fair Market  Value" of a share of Common  Stock means,  as of
         any  relevant  date,  (i) if  shares of  Common  Stock are  listed on a
         national securities  exchange,  the mean between the highest and lowest
         sales price per share of Common Stock on the  consolidated  transaction
         reporting  system for the  principal  national  securities  exchange on
         which  shares of Common  Stock are  listed on that  date,  or, if there
         shall  have been no such sale so  reported  on that  date,  on the last
         preceding date on which such a sale was so reported,  (ii) if shares of
         Common  Stock are not so listed but are  quoted on the Nasdaq  National

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         Market,  the mean  between the highest and lowest sales price per share
         of Common Stock  reported by the Nasdaq  National  Market on that date,
         or, if there shall have been no such sale so reported on that date,  on
         the last  preceding  date on which such a sale was so reported or (iii)
         if shares of Common Stock are not so listed or quoted but are traded in
         the over-the-counter market, the mean between the closing bid and asked
         price on that date,  or, if there are no quotations  available for such
         date,  on the last  preceding  date on which such  quotations  shall be
         available,  as reported by the Nasdaq Stock Market, or, if not reported
         by  the  Nasdaq  Stock  Market,   by  the  National   Quotation  Bureau
         Incorporated.

                  "Incentive  Option" means an Option that is intended to comply
         with the requirements set forth in Section 422 of the Code.

                  "Non-employee Director" has the meaning set forth in paragraph
         4(b) hereof.

                  "Nonqualified  Stock  Option" means  an  Option that is not an
         Incentive Option.

                  "Option"  means a right to  purchase  a  specified  number  of
         shares of Common Stock at a specified price.

                  "Participant"  means an  Employee or Director to whom an Award
         has been made under this Plan.

                  "Performance  Award" means an award made pursuant to this Plan
         to a Participant  who is an Employee that is subject to the  attainment
         of one or more Performance Goals.

                  "Performance  Goal"  means  a  standard   established  by  the
         Committee, to determine in whole or in part whether a Performance Award
         shall be earned.

                  "Restricted  Stock" means any Common Stock that is  restricted
         or subject to forfeiture provisions.

                  "Restriction  Period"  means a period of time  beginning as of
         the date upon which an Award of  Restricted  Stock is made  pursuant to
         this Plan and ending as of the date upon which the Common Stock subject
         to  such  Award  is no  longer  restricted  or  subject  to  forfeiture
         provisions.

                  "Rule 16b-3" means Rule 16b-3  promulgated  under the Exchange
         Act, or any successor rule.

                  "SAR"  means a right to receive a  payment,  in cash or Common
         Stock,  equal to the excess of the Fair Market Value or other specified
         valuation  of a specified  number of shares of Common Stock on the date
         the right is exercised over a specified  strike price (in each case, as
         determined by the Committee).

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                  "Stock  Award"  means an award in the form of shares of Common
         Stock or units denominated in shares of Common Stock.

                  "Subsidiary"  means  (i) in the  case  of a  corporation,  any
         corporation  of which the Company  directly or  indirectly  owns shares
         representing  more than 50% of the combined  voting power of the shares
         of all  classes or series of capital  stock of such  corporation  which
         have the right to vote generally on matters  submitted to a vote of the
         stockholders of such  corporation and (ii) in the case of a partnership
         or other  business  entity not  organized  as a  corporation,  any such
         business  entity of which the Company  directly or indirectly owns more
         than 50% of the  voting,  capital or profit  interests  (whether in the
         form of partnership interests, membership interests or otherwise).

4.       Eligibility.

         (a)      Employees.  Employees  eligible for Employee Awards under this
                  Plan are those who hold positions of responsibility  and whose
                  performance,  in the  judgment  of the  Committee,  can have a
                  significant  effect  on the  success  of the  Company  and its
                  Subsidiaries,  or whose  services to the  Company  can, in the
                  Committee's  sole   determination,   be  better  recruited  or
                  retained through participation in the Plan.

         (b)      Directors.  Directors  eligible for Director Awards under this
                  Plan are those who are not  employees of the Company or any of
                  its   Subsidiaries  or  any  corporation   which  directly  or
                  indirectly  owns  shares  representing  more  than  50% of the
                  combined  voting  power of the shares of all classes or series
                  of capital  stock of the Company  which have the right to vote
                  generally on matters  submitted to a vote of the  stockholders
                  of the Company ("Non-employee Directors").

5.       Common  Stock  Available  for  Awards.  Subject  to the  provisions  of
         paragraph  15 hereof,  there shall be  available  for Awards under this
         Plan,  granted  wholly or partly in Common Stock  (including  rights or
         options  that may be  exercised  for or  settled in Common  Stock),  an
         aggregate of 3,000,000 shares of Common Stock, of which an aggregate of
         not more than 200,000 shares shall be available for Director Awards and
         the  remainder  shall be available for Employee  Awards.  The number of
         shares of Common  Stock that are the subject of Awards under this Plan,
         that are forfeited or terminated,  expire  unexercised,  are settled in
         cash in lieu of  Common  Stock or in a manner  such that all or some of
         the shares  covered by an Award are not issued to a Participant  or are
         exchanged  for Awards that do not  involve  Common  Stock,  shall again
         immediately  become available for Awards  hereunder.  The Committee may
         from time to time adopt and  observe  such  procedures  concerning  the
         counting of shares against the Plan maximum as it may deem appropriate.
         The Board and the  appropriate  officers of the Company shall from time
         to time  take  whatever  actions  are  necessary  to file any  required
         documents   with   governmental   authorities,   stock   exchanges  and
         transaction reporting systems to ensure that shares of Common Stock are
         available for issuance pursuant to Awards.

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6.       Administration.

         (a)      This Plan, as it applies to Participants who are Employees but
                  not  with  respect  to  Participants   who  are   Non-employee
                  Directors, shall be administered by the Committee.

         (b)      Subject to the provisions hereof, insofar as this Plan relates
                  to the  Employee  Awards,  the  Committee  shall have full and
                  exclusive  power and authority to administer  this Plan and to
                  take all actions that are specifically  contemplated hereby or
                  are  necessary  or   appropriate   in   connection   with  the
                  administration   hereof.  Insofar  as  this  Plan  relates  to
                  Employee  Awards,  the  Committee  shall  also  have  full and
                  exclusive  power to  interpret  this  Plan  and to adopt  such
                  rules,  regulations  and guidelines for carrying out this Plan
                  as it may deem necessary or proper,  all of which powers shall
                  be  exercised  in the best  interests  of the  Company  and in
                  keeping with the objectives of this Plan. The Committee  shall
                  have full power and  authority to create  subplans  under this
                  Plan to the extent the Committee  deems necessary or advisable
                  to comply with the laws of any foreign  country in  connection
                  with  Employee  Awards made to Employees  who are residents of
                  such country.  The Committee may, in its  discretion,  provide
                  for the extension of the  exercisability of an Employee Award,
                  accelerate the vesting or exercisability of an Employee Award,
                  eliminate or make less restrictive any restrictions  contained
                  in an Employee Award, waive any restriction or other provision
                  of this Plan or an Employee Award or otherwise amend or modify
                  an Employee Award in any manner that is either (i) not adverse
                  to the  Participant to whom such Employee Award was granted or
                  (ii)  consented  to by such  Participant.  The  Committee  may
                  correct  any defect or supply any  omission or  reconcile  any
                  inconsistency  in this  Plan or in any  Employee  Award in the
                  manner and to the  extent the  Committee  deems  necessary  or
                  desirable to further the purposes of the Plan. Any decision of
                  the Committee in the interpretation and administration of this
                  Plan  shall lie within its sole and  absolute  discretion  and
                  shall  be  final,   conclusive  and  binding  on  all  parties
                  concerned.  The  functions of the  Committee  specified in the
                  Plan shall be  exercised  by the  Board,  if and to the extent
                  that  no  Committee  exists  which  has  the  authority  to so
                  administer the Plan.

         (c)      No member of the  Committee  or officer of the Company to whom
                  the Committee has delegated  authority in accordance  with the
                  provisions  of  paragraph  7 of this Plan  shall be liable for
                  anything  done or  omitted  to be  done by him or her,  by any
                  member of the  Committee  or by any  officer of the Company in
                  connection with the performance of any duties under this Plan,
                  except for his or her own willful  misconduct  or as expressly
                  provided by statute.

7.       Delegation of Authority.  The Committee may delegate to the Chairman of
         the Board and to other senior  officers of the Company its duties under
         this Plan pursuant to such  conditions or  limitations as the Committee
         may establish, except that the Committee may not delegate to any person
         the authority to grant Awards to, or take other action with respect to,
         Participants  who are  subject  to Section  16 of the  Exchange  Act or
         Section 162(m) of the Code.

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8.       Employee Awards.

         (a)      The  Committee  shall  determine the type or types of Employee
                  Awards to be made  under  this Plan and shall  designate  from
                  time to time the  Employees  who are to be the  recipients  of
                  such  Awards.  Each  Employee  Award  may  be  embodied  in an
                  Employee  Award  Agreement,  which shall  contain  such terms,
                  conditions  and  limitations  as  shall be  determined  by the
                  Committee  in its sole  discretion  and shall be signed by the
                  Participant  to whom  the  Employee  Award  is made  and by an
                  Authorized Officer for and on behalf of the Company.  Employee
                  Awards may  consist  of those  listed in this  paragraph  8(a)
                  hereof and may be granted singly, in combination or in tandem.
                  Employee  Awards may also be made in  combination or in tandem
                  with,  in  replacement  of, or as  alternatives  to, grants or
                  rights  under  this  Plan or any  other  employee  plan of the
                  Company or any of its Subsidiaries,  including the plan of any
                  acquired  entity;  provided  that no  Option  may be issued in
                  exchange  for  the  cancellation  of an  Option  with a  lower
                  exercise price. An Employee Award may provide for the grant or
                  issuance of additional,  replacement  or alternative  Employee
                  Awards upon the occurrence of specified events,  including the
                  exercise  of  the  original   Employee   Award  granted  to  a
                  Participant.  All or part of an Employee  Award may be subject
                  to conditions established by the Committee, which may include,
                  but are not limited to,  continuous  service  with the Company
                  and  its   Subsidiaries,   achievement  of  specific  business
                  objectives,  increases in  specified  indices,  attainment  of
                  specified  growth rates and other  comparable  measurements of
                  performance.   Upon  the   termination   of  employment  by  a
                  Participant  who is an Employee,  any  unexercised,  deferred,
                  unvested  or unpaid  Employee  Awards  shall be treated as set
                  forth in the applicable Employee Award Agreement.

                  (i)   Stock Option. An Employee Award may be in the form of an
                        Option.  An  Option  awarded  pursuant  to this Plan may
                        consist of an Incentive Option or a Nonqualified Option.
                        The  price  at  which  shares  of  Common  Stock  may be
                        purchased upon the exercise of an Incentive Option shall
                        be not less  than the Fair  Market  Value of the  Common
                        Stock on the date of grant. The price at which shares of
                        Common  Stock may be  purchased  upon the  exercise of a
                        Nonqualified  Option  shall  be not less  than,  but may
                        exceed, the Fair Market Value of the Common Stock on the
                        date of grant. Subject to the foregoing provisions,  the
                        terms,  conditions  and  limitations  applicable  to any
                        Options  awarded  pursuant to this Plan,  including  the
                        term of any  Options  and the date or dates  upon  which
                        they  become  exercisable,  shall be  determined  by the
                        Committee.

                  (ii)  Stock  Appreciation  Right.  An Employee Award may be in
                        the  form  of  an  SAR.   The  terms,   conditions   and
                        limitations  applicable to any SARs awarded  pursuant to
                        this Plan,  including  the term of any SARs and the date
                        or dates upon which they  become  exercisable,  shall be
                        determined by the Committee.

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                  (iii) Stock Award.  An Employee  Award may be in the form of a
                        Stock  Award.  The  terms,  conditions  and  limitations
                        applicable to any Stock Awards granted  pursuant to this
                        Plan shall be determined by the Committee.

                  (iv)  Cash Award.  An  Employee  Award may be in the form of a
                        Cash  Award.  The  terms,   conditions  and  limitations
                        applicable to any Cash Awards  granted  pursuant to this
                        Plan shall be determined by the Committee.

                  (v)   Performance  Award.  Without limiting the type or number
                        of  Employee  Awards  that may be made  under  the other
                        provisions of this Plan, an Employee Award may be in the
                        form of a Performance  Award. A Performance  Award shall
                        be paid,  vested  or  otherwise  deliverable  solely  on
                        account   of   the    attainment    of   one   or   more
                        pre-established, objective Performance Goals established
                        by the Committee prior to the earlier to occur of (x) 90
                        days after the  commencement of the period of service to
                        which the Performance Goal relates and (y) the elapse of
                        25% of the period of service (as scheduled in good faith
                        at the time the goal is  established),  and in any event
                        while  the  outcome  is   substantially   uncertain.   A
                        Performance  Goal is  objective  if a third party having
                        knowledge of the relevant facts could determine  whether
                        the goal is met. Such a Performance Goal may be based on
                        one  or  more  business   criteria  that  apply  to  the
                        individual,  one or more business  units of the Company,
                        or the  Company as a whole,  and may include one or more
                        of the following:  increased revenue,  net income, stock
                        price,  market  share,  earnings  per  share,  return on
                        equity,  return on assets or decrease  in costs.  Unless
                        otherwise  stated,  such a Performance  Goal need not be
                        based  upon  an  increase  or  positive  result  under a
                        particular  business  criterion and could  include,  for
                        example, maintaining the status quo or limiting economic
                        losses (measured, in each case, by reference to specific
                        business  criteria).  In  interpreting  Plan  provisions
                        applicable to Performance Goals and Performance  Awards,
                        it is the  intent  of  the  Plan  to  conform  with  the
                        standards  of  Section  162(m) of the Code and  Treasury
                        Regulationsss.  1.162-27(e)(2)(i),  and the Committee in
                        establishing  such goals and interpreting the Plan shall
                        be guided by such  provisions.  Prior to the  payment of
                        any compensation based on the achievement of Performance
                        Goals,  the  Committee  must  certify  in  writing  that
                        applicable  Performance  Goals  and any of the  material
                        terms thereof were, in fact,  satisfied.  Subject to the
                        foregoing   provisions,   the  terms,   conditions   and
                        limitations  applicable to any  Performance  Awards made
                        pursuant  to  this  Plan  shall  be  determined  by  the
                        Committee.

         (b)      Notwithstanding  anything to the  contrary  contained  in this
                  Plan,  the following  limitations  shall apply to any Employee
                  Awards made hereunder:

                  (i)   no  Participant  may be  granted,  during  any  one-year
                        period,  Employee  Awards  consisting of Options or SARs
                        that are  exercisable  for more than  200,000  shares of
                        Common Stock;

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                  (ii)  no  Participant  may be  granted,  during  any  one-year
                        period,  Employee Awards  consisting of shares of Common
                        Stock or units  denominated  in such shares  (other than
                        any  Employee  Awards  consisting  of  Options  or SARs)
                        covering  or  relating  to more than  100,000  shares of
                        Common  Stock (the  limitation  set forth in this clause
                        (ii),  together with the  limitation set forth in clause
                        (i) above, being hereinafter collectively referred to as
                        the "Stock Based Awards Limitations"); and

                  (iii) no Participant may be granted Employee Awards consisting
                        of cash or in any other form  permitted  under this Plan
                        (other than  Employee  Awards  consisting  of Options or
                        SARs or otherwise  consisting  of shares of Common Stock
                        or units  denominated  in such shares) in respect of any
                        one-year period having a value determined on the date of
                        grant in excess of $4,000,000.

9.       Director  Awards.  Each  Non-employee  Director of the Company shall be
         granted Director Awards in accordance with this paragraph 9 and subject
         to the applicable  terms,  conditions and limitations set forth in this
         Plan  and the  applicable  Director  Award  Agreement.  Notwithstanding
         anything to the contrary contained herein, Director Awards shall not be
         made in any year in which a sufficient number of shares of Common Stock
         are not available to make such Awards under this Plan.

         (a)      Automatic Director Options.  On the date of his or her initial
                  election to the Board,  each  Non-employee  Director  shall be
                  automatically  awarded a Director Option that provides for the
                  purchase in aggregate  under this Plan or any other stock plan
                  of the Company then in effect of 3000 shares of Common  Stock.
                  In  addition,   on  each  Annual  Director  Award  Date,  each
                  Non-employee   Director  shall   automatically  be  granted  a
                  Director  Option that provides for the purchase,  in aggregate
                  under this Plan or any other stock plan of the Company then in
                  effect,  of 3000 shares of Common  Stock.  In the event that a
                  Non-employee  Director  is elected  after the  Effective  Date
                  otherwise   than  by   election   at  an  annual   meeting  of
                  stockholders  of  the  Company,  on  the  date  of  his or her
                  election,  such Non-employee  Director shall  automatically be
                  granted a Director  Option that provides for the purchase of a
                  number of shares of Common  Stock  (rounded  up to the nearest
                  whole number), in aggregate under this Plan or any other stock
                  plan of the  Company  then in effect,  equal to the product of
                  (i) 3000 and (ii) a  fraction  the  numerator  of which is the
                  number  of days  between  the  election  of such  Non-employee
                  Director and the next  scheduled  Annual  Director  Award Date
                  (or, if no such date has been scheduled, the first anniversary
                  of the immediately  preceding  Annual Director Award Date) and
                  the  denominator  of which is 365. Each Director  Option shall
                  have  a  term  of  ten   years   from  the   date  of   grant,
                  notwithstanding  any earlier  termination of the status of the
                  holder as a Non-employee  Director. The purchase price of each
                  share of Common  Stock  subject to a Director  Option shall be
                  equal to the Fair Market Value of the Common Stock on the date
                  of  grant.   All  Director   Options  shall  vest  and  become
                  exercisable  in increments of one-third of the total number of
                  shares of Common Stock that are subject thereto (rounded up to
                  the   nearest   whole   number)   on  the  first  and   second
                  anniversaries of the date of grant and of all remaining shares
                  of  Common  Stock  that  are  subject  thereto  on  the  third

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                  anniversary  of the  date  of  grant.  All  unvested  Director
                  Options  shall  be  forfeited  if  the  Non-employee  Director
                  resigns as a Director without the consent of a majority of the
                  other Directors.

         (b)      Elective Director Options. In addition to the Director Options
                  automatically  awarded  pursuant to the immediately  preceding
                  paragraph, a Non-employee Director may make an annual election
                  to receive,  in lieu of all or any  portion of the  Director's
                  fees he would  otherwise be entitled to receive in cash during
                  the next year  (including  both  annual  retainer  and meeting
                  fees),  Director  Options  that  provide for the purchase of a
                  number of shares of Common  Stock  (rounded  up to the nearest
                  whole number), in aggregate under this Plan or any other stock
                  plan of the  Company  then in effect,  equal to the product of
                  (x) three times (y) a fraction the numerator of which is equal
                  to the dollar amount of fees the Non-employee  Director elects
                  to forego in the next year in exchange  for  Director  Options
                  and the denominator of which is equal to the Fair Market Value
                  of the Common  Stock on the  effective  date of the  election.
                  Each annual election made by a Non-employee  Director pursuant
                  to this  paragraph  9(b), (i) shall take the form of a written
                  document signed by such  Non-employee  Director and filed with
                  the Secretary of the Company,  (ii) shall designate the dollar
                  amount of the fees the Non-employee  Director elects to forego
                  in the next year in exchange for Director Options and (iii) to
                  the extent  provided by the  Committee in order to ensure that
                  the Award of the Director Options is exempt from Section 16 by
                  virtue of Rule 16b-3,  shall be irrevocable  and shall be made
                  prior to the date as of which such Award of  Director  Options
                  is to be  effective.  An  Award  of  Director  Options  at the
                  election of a Non-employee  Director shall be effective on the
                  next Annual Director Award Date.

                  Any Award of Director  Options shall be embodied in a Director
                  Award Agreement, which shall contain the terms, conditions and
                  limitations  set  forth  above  and  shall  be  signed  by the
                  Participant to whom the Director Options are granted and by an
                  Authorized Officer for and on behalf of the Company.

10.      Payment of Awards.

          (a)     General. Payment of Employee Awards may be made in the form of
                  cash  or  Common  Stock,  or a  combination  thereof,  and may
                  include such  restrictions as the Committee  shall  determine,
                  including,  in the  case  of  Common  Stock,  restrictions  on
                  transfer and forfeiture provisions.  If payment of an Employee
                  Award is made in the form of  Restricted  Stock,  the Employee
                  Award Agreement  relating to such shares shall specify whether
                  they  are  to be  issued  at  the  beginning  or  end  of  the
                  Restriction  Period.  In the event that  shares of  Restricted
                  Stock  are to be issued at the  beginning  of the  Restriction
                  Period, the certificates evidencing such shares (to the extent
                  that such shares are so evidenced)  shall contain  appropriate
                  legends  and   restrictions   that   describe  the  terms  and
                  conditions  of the  restrictions  applicable  thereto.  In the
                  event that shares of Restricted  Stock are to be issued at the

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                  end of the Restricted Period, the right to receive such shares
                  shall be evidenced by book entry registration or in such other
                  manner as the Committee may determine.

          (b)     Deferral.  With the  approval  of the  Committee,  payments in
                  respect of Employee Awards may be deferred, either in the form
                  of installments or a future  lump-sum  payment.  The Committee
                  may permit selected  Participants to elect to defer payment of
                  some or all  types  of  Employee  Awards  in  accordance  with
                  procedures established by the Committee.  Any deferred payment
                  of an Employee  Award,  whether  elected by the Participant or
                  specified by the Employee Award Agreement or by the Committee,
                  may be forfeited if and to the extent that the Employee  Award
                  Agreement so provides.

          (c)     Dividends  and  Interest.  Rights  to  dividends  or  Dividend
                  Equivalents  may be extended to and made part of any  Employee
                  Award   consisting   of  shares  of  Common   Stock  or  units
                  denominated in shares of Common Stock,  subject to such terms,
                  conditions  and  restrictions  as the Committee may establish.
                  The Committee may also establish  rules and procedures for the
                  crediting of interest on deferred  cash  payments and Dividend
                  Equivalents for Employee Awards consisting of shares of Common
                  Stock or units denominated in shares of Common Stock.

          (d)     Substitution of Awards. At the discretion of the Committee,  a
                  Participant  who is an Employee  may be offered an election to
                  substitute  an Employee  Award for another  Employee  Award or
                  Employee Awards of the same or different type.

11.       Stock Option  Exercise.  The price at which shares of Common Stock may
          be purchased under a Director Option shall be paid in full at the time
          of exercise in cash.  The price at which shares of Common Stock may be
          purchased  under an Option which is an Employee Award shall be paid in
          full at the time of exercise  in cash or, if elected by the  optionee,
          the  optionee may  purchase  such shares by means of tendering  Common
          Stock or  surrendering  another  Award,  including  Restricted  Stock,
          valued  at  Fair  Market  Value  on  the  date  of  exercise,  or  any
          combination  thereof. The Committee shall determine acceptable methods
          for  Participants  who are  Employees to tender  Common Stock or other
          Employee  Awards;  provided  that any Common  Stock that is or was the
          subject of an Employee  Award may be so  tendered  only if it has been
          held by the Participant for six months.  The Committee may provide for
          procedures to permit the exercise or purchase of such Awards by use of
          the  proceeds to be received  from the sale of Common  Stock  issuable
          pursuant  to an  Employee  Award.  Unless  otherwise  provided  in the
          applicable  Award  Agreement,  in the event shares of Restricted Stock
          are tendered as consideration  for the exercise of an Option, a number
          of the shares  issued upon the  exercise  of the Option,  equal to the
          number of shares of Restricted Stock used as consideration  therefore,
          shall be subject to the same  restrictions as the Restricted  Stock so
          submitted as well as any additional  restrictions  that may be imposed
          by the Committee.

12.       Tax Withholding. The Company shall have the right to deduct applicable
          taxes from any Employee  Award  payment and  withhold,  at the time of
          delivery or vesting of cash or shares of Common Stock under this Plan,

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<PAGE>

          an appropriate amount of cash or number of shares of Common Stock or a
          combination  thereof for  payment of taxes  required by law or to take
          such other action as may be necessary in the opinion of the Company to
          satisfy all obligations  for withholding of such taxes.  The Committee
          may also permit  withholding  to be  satisfied  by the transfer to the
          Company of shares of Common Stock  theretofore  owned by the holder of
          the Employee Award with respect to which  withholding is required.  If
          shares  of Common  Stock are used to  satisfy  tax  withholding,  such
          shares  shall be valued  based on the Fair  Market  Value when the tax
          withholding  is required  to be made.  The  Committee  may provide for
          loans,  on either a short term or demand basis,  from the Company to a
          Participant who is an Employee to permit the payment of taxes required
          by law.

13.       Amendment,  Modification,  Suspension or Termination. The Board or the
          Compensation  Committee may amend,  modify,  suspend or terminate this
          Plan for the  purpose of meeting or  addressing  any  changes in legal
          requirements or for any other purpose permitted by law except that (i)
          no amendment or alteration that would  adversely  affect the rights of
          any Participant under any Award previously granted to such Participant
          shall be made  without  the consent of such  Participant,  and (ii) no
          amendment or  alteration  shall be effective  prior to its approval by
          the  stockholders  of the  Company  to the  extent  such  approval  is
          required  by  applicable  legal   requirements.   Notwithstanding  the
          foregoing,  the  Committee  is  authorized  to amend  this Plan to the
          extent  it deems  necessary  or  advisable  in  order  for the Plan to
          comply,  qualify  or be  registered  under  the  laws  of any  foreign
          jurisdiction, subject to clauses (i) and (ii) of this paragraph 13.

14.       Assignability.  Unless  otherwise  determined  by  the  Committee  and
          provided in the Award  Agreement,  no Award or any other benefit under
          this Plan  constituting  a derivative  security  within the meaning of
          Rule 16a-1(c)  under the Exchange Act shall be assignable or otherwise
          transferable except by will or the laws of descent and distribution or
          pursuant to a  qualified  domestic  relations  order as defined by the
          Code or Title I of the Employee Retirement Income Security Act, or the
          rules   thereunder.   The  Committee  may  prescribe  and  include  in
          applicable  Award  Agreements  other  restrictions  on  transfer.  Any
          attempted  assignment of an Award or any other benefit under this Plan
          in violation of this paragraph 14 shall be null and void.

15.       Adjustments.

          (a)     The  existence of  outstanding  Awards shall not affect in any
                  manner the right or power of the  Company or its  stockholders
                  to   make    or    authorize    any   or   all    adjustments,
                  recapitalizations,  reorganizations  or other  changes  in the
                  capital  stock of the Company or its business or any merger or
                  consolidation   of  the  Company,   or  any  issue  of  bonds,
                  debentures,  preferred or prior  preference  stock (whether or
                  not such issue is prior to, on a parity  with or junior to the
                  Common  Stock)  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
                  of any kind,  whether or not of a character similar to that of
                  the acts or proceedings enumerated above.

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<PAGE>

         (b)      In  the  event  of  any   subdivision  or   consolidation   of
                  outstanding shares of Common Stock,  declaration of a dividend
                  payable in shares of Common Stock or other stock  split,  then
                  (i) the number of shares of Common Stock  reserved  under this
                  Plan,  (ii) the  number of shares of Common  Stock  covered by
                  outstanding  Awards  in the  form of  Common  Stock  or  units
                  denominated in Common Stock, (iii) the exercise or other price
                  in respect of such Awards,  (iv) the  appropriate  Fair Market
                  Value and other price  determinations for such Awards, (v) the
                  number of shares of Common Stock  covered by Director  Options
                  automatically granted pursuant to paragraph 9 hereof, and (vi)
                  the Stock Based  Awards  Limitations  (as defined in paragraph
                  8(b)  hereof)  shall each be  proportionately  adjusted by the
                  Board to reflect such  transaction.  In the event of any other
                  recapitalization or capital reorganization of the Company, any
                  consolidation   or  merger  of  the   Company   with   another
                  corporation or entity, the adoption by the Company of any plan
                  of exchange  affecting the Common Stock or any distribution to
                  holders of Common Stock of securities or property  (other than
                  normal cash  dividends or dividends  payable in Common Stock),
                  the Board shall make appropriate adjustments to (i) the number
                  of  shares of Common  Stock  covered  by Awards in the form of
                  Common Stock or units  denominated  in Common Stock,  (ii) the
                  exercise or other price in respect of such  Awards,  (iii) the
                  appropriate  Fair Market Value and other price  determinations
                  for such  Awards,  (iv) the  number of shares of Common  Stock
                  covered by Director Options  automatically granted pursuant to
                  paragraph 9 hereof, and (v) the Stock Based Awards Limitations
                  to  give   effect   to   such   transaction   shall   each  be
                  proportionately   adjusted  by  the  Board  to  reflect   such
                  transaction; provided that such adjustments shall only be such
                  as are necessary to maintain the proportionate interest of the
                  holders of the Awards and  preserve,  without  exceeding,  the
                  value of such  Awards.  In the  event of a  corporate  merger,
                  consolidation,  acquisition of property or stock,  separation,
                  reorganization  or liquidation,  the Board shall be authorized
                  to issue or assume  Awards by means of a  substitution  of new
                  Awards,  as  appropriate,  for previously  issued Awards or an
                  assumption  of  previously  issued  Awards  as  part  of  such
                  adjustment.

16.       Restrictions. No Common Stock or other form of payment shall be issued
          with respect to any Award unless the Company shall be satisfied  based
          on the advice of its counsel that such  issuance will be in compliance
          with  applicable  federal  and  state  securities  laws.  Certificates
          evidencing  shares of Common Stock  delivered  under this Plan (to the
          extent that such shares are so evidenced)  may be subject to such stop
          transfer  orders  and other  restrictions  as the  Committee  may deem
          advisable under the rules,  regulations and other  requirements of the
          Securities  and  Exchange  Commission,   any  securities  exchange  or
          transaction  reporting  system  upon  which the  Common  Stock is then
          listed or to which it is admitted  for  quotation  and any  applicable
          federal or state  securities  law. The Committee may cause a legend or
          legends  to  be  placed  upon  such  certificates  (if  any)  to  make
          appropriate reference to such restrictions.

17.       Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock
          or rights thereto,  this Plan shall be unfunded.  Although bookkeeping
          accounts  may be  established  with  respect to  Participants  who are
          entitled to cash,  Common Stock or rights thereto under this Plan, any
          such accounts shall be used merely as a bookkeeping  convenience.  The

                                     - 12 -
<PAGE>

          Company  shall not be required to segregate any assets that may at any
          time be represented by cash, Common Stock or rights thereto, nor shall
          this Plan be construed as providing  for such  segregation,  nor shall
          the Company,  the Board or the  Committee be deemed to be a trustee of
          any cash,  Common  Stock or rights  thereto to be  granted  under this
          Plan.  Any liability or  obligation of the Company to any  Participant
          with respect to an Award of cash, Common Stock or rights thereto under
          this Plan shall be based solely upon any contractual  obligations that
          may be  created  by this  Plan and any  Award  Agreement,  and no such
          liability or  obligation  of the Company shall be deemed to be secured
          by any pledge or other  encumbrance  on any  property of the  Company.
          Neither the Company nor the Board nor the Committee  shall be required
          to give any  security or bond for the  performance  of any  obligation
          that may be created by this Plan.

18.       Governing Law. This Plan and all determinations made and actions taken
          pursuant  hereto,  to the extent not  otherwise  governed by mandatory
          provisions of the Code or the  securities  laws of the United  States,
          shall be governed by and construed in accordance  with the laws of the
          State of Delaware,  without  regard to its choice or conflicts of laws
          principles.


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