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                                                                    EXHIBIT 10.8

                           IRON MOUNTAIN INCORPORATED

                            2002 STOCK INCENTIVE PLAN

        1. PURPOSE

        The purpose of this 2002 Stock Incentive Plan (the "Plan") is to
encourage key employees, directors, and consultants of Iron Mountain
Incorporated (the "Company") and its Subsidiaries (as hereinafter defined) to
continue their association with the Company by providing favorable opportunities
for them to participate in the ownership of the Company and its Subsidiaries and
in its future growth through the granting of awards ("Awards") of Common Stock
(as hereinafter defined), whether or not subject to restrictions ("Stock
Grants"), stock options ("Options"), and other rights to compensation in amounts
determined by the value of the Company's Common Stock (together with Stock
Grants, "Other Rights"). The term "Subsidiary" as used in the Plan means a
corporation, company, partnership or other form of business organization of
which the Company owns, directly or indirectly through an unbroken chain of
ownership, fifty percent (50%) or more of the total combined voting power of all
classes of stock or other form of equity ownership or has a significant
financial interest, as determined by the Committee (as hereinafter defined).

        2. ADMINISTRATION OF THE PLAN

        The Plan shall be administered by the Board of Directors of the Company
(the "Board") or, in the discretion of the Board, a committee or subcommittee of
the Board (the "Committee"), appointed by the Board and composed of at least two
(2) members of the Board. In the event that a vacancy on the Committee occurs on
account of the resignation of a member or the removal of a member by vote of the
Board, a successor member shall be appointed by vote of the Board. All
references in the Plan to the "Committee" shall be understood to refer to the
Committee or the Board, whoever shall administer the Plan.

        For so long as Section 16 of the Securities Exchange Act of 1934, as
amended from time to time (the "Exchange Act"), is applicable to the Company,
each member of the Committee shall be a "non-employee director" or the
equivalent within the meaning of Rule 16b-3 under the Exchange Act and, for so
long as Section 162(m) of the Internal Revenue Code of 1986, as amended from
time to time (the "Code"), is applicable to the Company, an "outside director"
within the meaning of Section 162 of the Code and the regulations thereunder.
The Committee shall select those persons to receive Awards under the Plan
("Optionees") and determine the terms and conditions of all Awards.

        The Committee shall select one of its members as Chairman and shall hold
meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The

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Committee shall have the authority to adopt, amend, and rescind such rules and
regulations as, in its opinion, may be advisable in the administration of the
Plan. All questions of interpretation and application of such rules and
regulations of the Plan and of Awards granted hereunder shall be subject to the
determination of the Committee, which shall be final and binding.

        With respect to persons subject to Section 16 of the Exchange Act
("Insiders"), transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To
the extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed to be modified so as to be in compliance with such
Rule or, if such modification is not possible, it shall be deemed to be null and
void, to the extent permitted by law and deemed advisable by the Committee.

        The Plan shall be administered in such a manner as to permit those
Options granted hereunder and specially designated under Section 5 as incentive
stock options as described in Section 422 of the Code ("ISOs") to qualify as
such.

        3. STOCK SUBJECT TO THE PLAN

        The total number of shares of the Company's outstanding Common Stock,
$0.01 par value per share ("Common Stock"), that may be subject to Award under
the Plan shall be 1,352,543, from either authorized but unissued shares or
treasury shares. Other Rights that fail to vest, and shares of Common Stock
subject to an Option or similar Other Right that is neither fully exercised
prior to its expiration or other termination nor terminated by reason of the
exercise of an SAR (as hereinafter defined) related to the Option, shall again
become available for grant under the terms of the Plan.

        The total amount of the Common Stock with respect to which Awards may be
granted to any single person under the Plan shall not exceed in any year in the
aggregate 500,000 shares.

        Each reference to a number of shares of Common Stock in this Section 3
shall be subject to adjustment in accordance with the provisions of Section 11.

        4. ELIGIBILITY

        The persons who shall be eligible for Awards under the Plan shall be key
employees, directors, and other persons who render services of special
importance to the management, operation or development of the Company or a
Subsidiary, and who have contributed or may be expected to contribute materially
to the success of the Company or a Subsidiary. ISOs shall not be granted to any
person who is not an employee of the Company or an ISO Subsidiary. The term "ISO
Subsidiary" shall mean those Subsidiaries described in Section 424(e) or Section
424(f) of the Code.

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        5. TERMS AND CONDITIONS OF OPTIONS

        Every Option shall be evidenced by a written Stock Option Agreement in
such form as the Committee shall approve from time to time, specifying the
number of shares of Common Stock that may be purchased pursuant to the Option,
the time or times at which the Option shall become exercisable in whole or in
part, whether the Option is intended to be an ISO or a non-qualified stock
option ("NSO"), and such other terms and conditions as the Committee shall
approve, and containing or incorporating by reference the following terms and
conditions.

               (a) DURATION. The duration of each Option shall be as specified
        by the Committee in its discretion; provided, however, that no ISO shall
        expire later than ten (10) years from its date of grant, and no ISO
        granted to an employee who owns (directly or under the attribution rules
        of Section 424(d) of the Code) stock possessing more than ten percent
        (10%) of the total combined voting power of all classes of stock of the
        Company or any ISO Subsidiary shall expire later than five (5) years
        from its date of grant.

               (b) EXERCISE PRICE. The exercise price of each Option shall be
        any lawful consideration, as specified by the Committee in its
        discretion; provided, however, that the exercise price with respect to
        an ISO shall be at least one hundred percent (100%) of the Fair Market
        Value of the Common Stock on the date on which the Committee awards the
        Option, which shall be considered the date of grant of the Option for
        purposes of fixing the price; and provided, further, that the exercise
        price with respect to an ISO granted to an employee who at the time of
        grant owns (directly or under the attribution rules of Section 424(d) of
        the Code) stock representing more than ten percent (10%) of the voting
        power of all classes of stock of the Company or of any ISO Subsidiary
        shall be at least one hundred ten percent (110%) of the Fair Market
        Value of the Common Stock on the date of grant of the ISO. For purposes
        of the Plan, except as may be otherwise explicitly provided in the Plan
        or in any Stock Option Agreement, Restricted Stock Agreement, SAR
        Agreement or similar document, the Fair Market Value of a share of
        Common Stock at any particular date shall be determined according to the
        following rules: (i) if the Common Stock is not at the time listed or
        admitted to trading on a stock exchange or the Nasdaq National Market,
        Fair Market Value shall be the closing price of the Common Stock on the
        date in question in the over-the-counter market, as such price is
        reported in a publication of general circulation selected by the Board
        and regularly reporting the price of the Common Stock in such market;
        provided, however, that if the price of the Common Stock is not so
        reported, Fair Market Value shall be determined in good faith by the
        Board, which may take into consideration (1) the price paid for the
        Common Stock in the most recent trade of a substantial number of shares
        known to the Board to have occurred at arm's length between willing and
        knowledgeable investors, (2) an appraisal by an independent party or (3)
        any other method of valuation undertaken in good faith by the Board, or
        some or all of the above as the Board shall in its discretion elect; or
        (ii) if the Common Stock is at the time listed or admitted to trading on
        any stock exchange or the Nasdaq National Market, then Fair Market Value
        shall be the mean between the lowest and highest reported sale prices
        (or the lowest reported bid price and the highest reported asked price)
        of the Common Stock on the date in question on the principal exchange on
        which the Common Stock is then listed or admitted to trading. If no
        reported sale of Common Stock takes place on the date in question on the
        principal exchange or the Nasdaq National Market, as the case may be,
        then the reported closing

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        sale price (or the reported closing asked price) of the Common Stock on
        such date on the principal exchange or the Nasdaq National Market, as
        the case may be, shall be determinative of Fair Market Value.

               (c) METHOD OF EXERCISE. To the extent that it has become
        exercisable under the terms of the Stock Option Agreement, an Option may
        be exercised from time to time by written notice to the Chief Financial
        Officer of the Company or his designee stating the number of shares with
        respect to which the Option is being exercised and accompanied by
        payment of the exercise price in cash or check payable to the Company,
        or, if the Stock Option Agreement so provides, other payment or deemed
        payment described in this Section 5(c). Such notice shall be delivered
        in person or by facsimile transmission to the Chief Financial Officer of
        the Company or his designee or shall be sent by registered mail, return
        receipt requested, to the Chief Financial Officer of the Company or his
        designee, in which case delivery shall be deemed made on the date such
        notice is deposited in the mail.

               Alternatively, payment of the exercise price may be made:

                    (1)   In whole or in part, in shares of Common Stock already
               owned by the Optionee or to be received upon exercise of the
               Option; provided, however, that such shares are fully vested and
               free of all liens, claims, and encumbrances of any kind. If
               payment is made in whole or in part in shares of Common Stock,
               then the Optionee shall deliver to the Company certificates
               registered in his name representing a number of shares of Common
               Stock legally and beneficially owned by him, fully vested and
               free of all liens, claims, and encumbrances of every kind and
               having a Fair Market Value on the date of delivery that is not
               greater than the exercise price, such certificates to be duly
               endorsed, or accompanied by stock powers duly endorsed, by the
               record holder of the shares represented by such certificates. If
               the exercise price exceeds the Fair Market Value of the shares
               for which certificates are delivered, the Optionee shall also
               deliver cash or a check payable to the order of the Company in an
               amount equal to the amount of that excess, or, if the Stock
               Option Agreement so provides, his promissory note as described in
               Section 5(c)(2); or

                    (2)   By payment in cash of the par value of the Common
               Stock to be acquired and by payment of the balance of the
               exercise price in whole or in part by delivery of the Optionee's
               recourse promissory note, in a form specified by the Company,
               secured by the Common Stock acquired upon exercise of the Option
               and such other security as the Committee may require.

               Alternatively, Options may be exercised by means of a "cashless
        exercise" procedure in which a broker: (i) transmits the exercise price
        to the Company in cash or acceptable cash equivalents either (1) against
        the Optionee's notice of exercise and the Company's confirmation that it
        will deliver to the broker stock certificates issued in the name of the
        broker for at least that number of shares having a Fair Market Value
        equal to the exercise price or (2) as the proceeds of a margin loan to
        the Optionee; or (ii) agrees to pay the exercise price to the Company in
        cash or acceptable cash equivalents upon the broker's receipt from the
        Company of stock certificates issued in the name of the broker

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        for at least that number of shares having a Fair Market Value equal to
        the exercise price. The Optionee's notice of exercise of an Option
        pursuant to a "cashless exercise" procedure must include the name and
        address of the broker involved, a clear description of the procedure and
        such other information or undertaking by the broker as the Committee
        shall reasonably require.

               At the time specified in an Optionee's notice of exercise, the
        Company shall, without issue or transfer tax to the Optionee, deliver to
        him at the main office of the Company, or such other place as shall be
        mutually acceptable, a certificate for the shares as to which his Option
        is exercised. If the Optionee fails to pay for or to accept delivery of
        all or any part of the number of shares specified in his notice upon
        tender of delivery thereof, his right to exercise the Option with
        respect to those shares shall be terminated, unless the Company
        otherwise agrees.

               (d) RELOAD OPTIONS. The Committee may, in its discretion, provide
        in the terms of any Stock Option Agreement that if the Optionee delivers
        shares of Common Stock already owned or to be received upon exercise of
        the Option in full or partial payment of the exercise price, or in full
        or partial payment of the tax withholding obligations incurred on
        account of the exercise of the Option, the Optionee shall, either
        automatically and immediately upon such exercise, or in the discretion
        of the Committee upon such exercise, be granted a new option (a "Reload
        Option") to purchase that number of shares of Common Stock delivered by
        the Optionee to the Company, on such terms and conditions as the
        Committee may determine under the terms of the Plan. The exercise price
        for Common Stock subject to a Reload Option shall be not less than one
        hundred percent (100%) of the Fair Market Value of the shares on the
        date of grant of the Reload Option, and the duration of a Reload Option
        shall be equal to the unexpired term of the exercised Option on the date
        of exercise.

               (e) VESTING. An Option may be exercised so long as it is vested
        and outstanding from time to time, in whole or in part, in the manner
        and subject to the conditions that the Committee in its discretion may
        provide in the Stock Option Agreement.

               (f) NOTICE OF ISO STOCK DISPOSITION. The Optionee must notify the
        Company promptly in the event that he sells, transfers, exchanges or
        otherwise disposes of any shares of Common Stock issued upon exercise of
        an ISO before the later of (i) the second anniversary of the date of
        grant of the ISO and (ii) the first anniversary of the date the shares
        were issued upon his exercise of the ISO.

               (g) EFFECT OF CESSATION OF EMPLOYMENT OR SERVICE RELATIONSHIP.
        The Committee shall determine in its discretion and specify in each
        Stock Option Agreement the effect, if any, of the termination of the
        Optionee's employment or other service relationship upon the
        exercisability of the Option.

               (h) TRANSFERABILITY OF OPTIONS. An Option shall not be assignable
        or transferable by the Optionee except by will or by the laws of descent
        and distribution. During the life of the Optionee, an Option shall be
        exercisable only by him, by a conservator or guardian duly appointed for
        him by reason of his incapacity or by the person appointed by the
        Optionee in a durable power of attorney acceptable to the Company's
        counsel. Notwithstanding the preceding sentences of this Section 5(h),
        the Committee may in its

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        discretion permit the Optionee of an NSO to transfer the NSO to a member
        of the Immediate Family (as hereinafter defined) of the Optionee, to a
        trust solely for the benefit of the Optionee and the Optionee's
        Immediate Family or to a partnership or limited liability company whose
        only partners or members are the Optionee and members of the Optionee's
        Immediate Family. "Immediate Family" shall mean, with respect to any
        Optionee, the Optionee's child, stepchild, grandchild, parent,
        stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
        son-in-law, daughter-in-law, brother-in-law or sister-in-law, and shall
        include adoptive relationships.

               (i) NO RIGHTS AS SHAREHOLDER. An Optionee shall have no rights as
        a shareholder with respect to any shares covered by an Option until the
        date of issuance of a certificate to him for the shares. No adjustment
        shall be made for dividends or other rights for which the record date is
        earlier than the date the certificate is issued, other than as required
        or permitted pursuant to Section 11.

        6. STOCK APPRECIATION RIGHTS

        Among the "Other Rights" available under the Plan are stock appreciation
rights ("SARs"), which may be granted by the Committee in respect of such number
of shares of Common Stock subject to the Plan as it shall determine, in its
discretion, and may grant SARs either separately or in connection with Options,
as described in the following sentence. An SAR granted in connection with an
Option may be exercised only to the extent of the surrender of the related
Option, and to the extent of the exercise of the related Option the SAR shall
terminate. Shares of Common Stock covered by an Option that terminates upon the
exercise of a related SAR shall cease to be available under the Plan. The terms
and conditions of an SAR related to an Option shall be contained in the Stock
Option Agreement, and the terms of an SAR not related to any Option shall be
contained in an SAR Agreement.

        Upon exercise of an SAR, the Optionee shall be entitled to receive from
the Company an amount equal to the excess of the Fair Market Value, on the
exercise date, of the number of shares of Common Stock as to which the SAR is
exercised over the exercise price for those shares under a related Option, or if
there is no related Option, over the base value stated in the SAR Agreement. The
amount payable by the Company upon exercise of an SAR shall be paid in the form
of cash or other property (including Common Stock of the Company), as provided
in the Stock Option Agreement or SAR Agreement governing the SAR.

        All grants of SARs to Insiders shall be capable of being settled only
for cash and may not be granted in connection with an Option. If an SAR is
awarded to a person who is not an Insider at the time of award but subsequently
becomes an Insider, it shall be deemed to be amended to provide that it may be
settled only in cash while such person is an Insider.

        7. STOCK GRANTS

        The Committee may grant or award shares of Common Stock, with or without
restrictions. In the event restrictions are imposed on a Stock Grant, such
restrictions shall be set forth by the Committee in a Restricted Stock
Agreement.

        A holder of a Stock Grant, including a Stock Grant subject to
restrictions, shall have all of the rights of a shareholder of the Company,
including the right to vote the shares and the right

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to receive any cash dividends, unless the Committee shall otherwise determine.
Certificates representing Common Stock subject to restrictions shall be
imprinted with a legend to the effect that the shares represented may not be
sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of
except in accordance with the terms of the Restricted Stock Agreement, and, if
the Committee so determines, the Optionee may be required to deposit the
certificates with an escrow agent designated by the Committee, together with a
stock power or other instrument of transfer appropriately endorsed in blank.

        8. SPECIAL BONUS GRANTS AND LOANS

        In its discretion, the Committee may grant in connection with any NSO or
Stock Grant a special cash bonus in an amount not to exceed the lesser of (a)
the combined federal, state, and local income and employment tax liability
incurred by the Optionee as a consequence of his acquisition of stock pursuant
to the exercise of the NSO or the grant or vesting of Stock Grant and the
related special bonuses, or (ii) thirty percent (30%) of the imputed income
realized by the Optionee on account of such exercise or vesting and the related
special bonus. The Committee may in its discretion estimate the amount of the
tax liability described in clause (a) of the immediately preceding sentence,
using formulae or methods uniformly applied to Optionees in similar
circumstances, without regard to the particular circumstances of an individual
Optionee. A special bonus shall be payable solely to federal, state, and local
taxing authorities for the benefit of the Optionee at such time or times as
withholding payments of income tax may be required. A special bonus may be
granted simultaneously with a related NSO Stock Grant or separately with respect
to an outstanding NSO or Stock Grant at an earlier date. In the event that an
NSO with respect to which a special bonus has been granted becomes exercisable
by the personal representative of the estate of the Optionee, or that a Stock
Grant with respect to which a special bonus has been granted shall vest after
the death of an Optionee, the bonus shall be payable to or for the benefit of
the estate in the same manner and to the same extent as it would have been
payable for the benefit of the Optionee had he survived to the date of exercise
or vesting.

        In the Committee's discretion, a Stock Option Agreement or Restricted
Stock Agreement may provide that to the extent that an Optionee does not receive
a special bonus of the maximum amount permissible under this Section 8, the
Company shall lend the Optionee an amount no greater than the excess of such
maximum over the special bonus (if any) paid to the Optionee, for such term and
at such rate of interest (or no interest) and on such further terms and
conditions as the Committee determines.

        9. OPTIONS AND OTHER RIGHTS VOIDABLE

        If a person to whom a grant has been made fails to execute and deliver
to the Committee a Stock Option Agreement, Restricted Stock Agreement, SAR
Agreement or similar document within thirty (30) days after it is submitted to
him, the Award granted under the agreement shall be voidable by the Company at
its election, without further notice to the Optionee.

        10. REQUIREMENTS OF LAW

        The Company shall not be required to transfer any Common Stock or to
sell or issue any shares upon the exercise of any Option or Other Right if the
issuance of the shares will result in a violation by the Optionee or the Company
of any provisions of any law, statute or regulation of

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any governmental authority. Specifically, in connection with the Securities Act,
upon the transfer of Common Stock or the exercise of any Option or Other Right
the Company shall not be required to issue shares unless the Board has received
evidence satisfactory to it to the effect that the holder of the Option or Other
Right will not transfer the shares except pursuant to a registration statement
in effect under the Securities Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required. Any determination in this connection by the Board
shall be conclusive. The Company shall not be obligated to take any other
affirmative action in order to cause the transfer of Common Stock or the
exercise of an Option or Other Right to comply with any law or regulations of
any governmental authority, including, without limitation, the Securities Act or
applicable state securities laws.

        11. CHANGES IN CAPITAL STRUCTURE

        In the event that the outstanding shares of Common Stock are hereafter
changed for a different number or kind of shares or other securities of the
Company, by reason of a reorganization, recapitalization, exchange of shares,
stock split, combination of shares or dividend payable in shares or other
securities, a corresponding adjustment shall be made by the Committee in the
number and kind of shares or other securities covered by outstanding Options and
Other Rights, and for which Options or Other Rights may be granted under the
Plan. Any such adjustment in outstanding Options or Other Rights shall be made
without change in the total price applicable to the unexercised portion of the
Option, but the price per share specified in each Stock Option Agreement,
Restricted Stock Agreement, SAR Agreement or similar agreement shall be
correspondingly adjusted; provided, however, that no adjustment shall be made
with respect to an ISO that would constitute a modification as defined in
Section 424 of the Code without the consent of the Optionee. Any such adjustment
made by the Committee shall be conclusive and binding upon all affected persons,
including the Company and all Optionees.

        If while unexercised Options or Other Rights remain outstanding under
the Plan the Company merges or consolidates with a wholly-owned subsidiary for
the purpose of reincorporating itself under the laws of another jurisdiction,
the Optionees will be entitled to acquire shares of Common Stock of the
reincorporated Company upon the same terms and conditions as were in effect
immediately prior to such reincorporation (unless such reincorporation involves
a change in the number of shares or the capitalization of the Company, in which
case proportional adjustments shall be made as provided above) and the Plan,
unless otherwise rescinded by the Board, will remain the Plan of the
reincorporated Company.

        Except as otherwise provided in the preceding paragraph, if while
unexercised Options or Other Rights remain outstanding under the Plan the
Company merges or consolidates with one or more corporations (whether or not the
Company is the surviving corporation) or is liquidated or sells or otherwise
disposes of substantially all of its assets to another entity, or upon a Change
of Control (as defined herein), then, except as otherwise specifically provided
to the contrary in an Optionee's Stock Option Agreement, Restricted Stock
Agreement, SAR Agreement or similar agreement, the Committee may in its
discretion amend the terms of all outstanding Options and Other Rights so that
either:

               (a) After the effective date of such merger, consolidation, sale
               or Change of Control, as the case may be, each Optionee shall be
               entitled upon exercise of an

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               Option or Other Right to receive in lieu of shares of Common
               Stock the number and class of shares of such stock or other
               securities to which he would have been entitled pursuant to the
               terms of the merger, consolidation, sale or Change of Control if
               he had been the holder of record of the number of shares of
               Common Stock as to which the Option or Other Right is being
               exercised, or shall be entitled to receive from the successor
               entity a new stock grant, stock option or stock appreciation
               right of comparable value; or

               (b) All outstanding Options and Other Rights shall be cancelled
               as of the effective date of any such merger, consolidation,
               liquidation, sale or Change of Control, as the case may be,
               provided that each Optionee shall have the right to exercise his
               Option or Other Right according to its terms during the period of
               twenty (20) days ending on the day preceding the effective date
               of such merger, consolidation, liquidation, sale or Change of
               Control; or

               (c) All outstanding Options and Other Rights shall be cancelled
               as of the effective date of any such merger, consolidation,
               liquidation, sale or Change of Control, as the case may be, in
               exchange for consideration in cash or in kind, which
               consideration in both cases shall be equal in value to the value
               of those shares of stock or other securities the Optionee would
               have received had the Option or Other Right been exercised (to
               the extent then exercisable) and no disposition of the shares
               acquired upon such exercise had been made prior to such merger,
               consolidation, liquidation, sale or Change in Control, less the
               exercise price therefor. Upon receipt of such consideration by
               the Optionee, his Option or Other Right shall immediately
               terminate and be of no further force and effect. The value of the
               stock or other securities the Optionee would have received if the
               Option had been exercised shall be determined in good faith by
               the Committee, and in the case of shares of the Common Stock of
               the Company, in accordance with the provisions of Section 5(b).

        In addition to the foregoing, the Committee may in its discretion amend
the terms of an Option or Other Right by cancelling some or all of the
restrictions on its exercise to permit its exercise to a greater extent than
that permitted under its existing terms.

        A "Change of Control" of the Company shall be deemed to have occurred if
any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange
Act) other than a trust related to an employee benefit plan maintained by the
Company becomes the beneficial owner (within the meaning of Rule 13d-3 under the
Exchange Act) of fifty percent (50%) or more of the Company's outstanding Common
Stock, and within the period of twenty-four (24) consecutive months immediately
thereafter, individuals other than (a) individuals who at the beginning of such
period constitute the entire Board of Directors or (b) individuals whose
election, or nomination for election by the Company's shareholders, was approved
by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period, become a majority of the Board of
Directors.

        Except as expressly provided to the contrary in this Section 11, the
issuance by the Company of shares of stock of any class for cash or property or
for services, either upon direct sale or upon the exercise of rights or
warrants, or upon conversion of shares or obligations of the

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Company convertible into such shares or other securities, shall not affect the
number, class or price of shares of Common Stock then subject to outstanding
Options or Other Rights.

        12. FORFEITURE FOR DISHONESTY

        Notwithstanding anything to the contrary in the Plan, if the Board
determines, after full consideration of the facts presented on behalf of both
the Company and an Optionee, that the Optionee has been engaged in fraud,
embezzlement, theft, commission of a felony or proven dishonesty in the course
of his employment or other service relationship with the Company or a
Subsidiary, which damaged the Company or Subsidiary, or has disclosed trade
secrets or other proprietary information of the Company or a Subsidiary:

               (a) The Optionee shall forfeit all unexercised Options and Other
        Rights and all exercised Options and Other Rights under which the
        Company has not yet delivered the certificates; and

               (b) The Company shall have the right to repurchase all or any
        part of the shares of Common Stock acquired by the Optionee upon the
        earlier exercise of any Option or Other Rights at a price equal to the
        amount paid to the Company upon such exercise, increased by an amount
        equal to the interest that would have accrued in the period between the
        date of exercise and the date of such repurchase upon a debt in the
        amount of the exercise price, at the prime rate(s) announced from time
        to time during such period in the Federal Reserve Statistical Release
        Selected Interest Rates.

        The decision of the Board as to the cause of an Optionee's discharge and
the damage done to the Company or a Subsidiary shall be final, binding, and
conclusive. No decision of the Board, however, shall affect in any manner the
finality of the discharge of an Optionee by the Company or a Subsidiary.

        13. MISCELLANEOUS

        (a) NONASSIGNABILITY OF OTHER RIGHTS. No Other Rights shall be
assignable or transferable by the Optionee except by will or the laws of descent
and distribution. During the life of the Optionee, Other Rights shall be
exercisable only by the Optionee.

        (b) NO GUARANTEE OF EMPLOYMENT OR CONTINUATION OF SERVICE RELATIONSHIP.
Neither the Plan nor any Stock Option Agreement, Restricted Stock Agreement, SAR
Agreement or similar agreement shall give an employee or other service provider
the right to continue in the employment of or to continue to provide services to
the Company or a Subsidiary, or give the Company or a Subsidiary the right to
require continued employment or services.

        (c) TAX WITHHOLDING. To the extent required by law, the Company (or a
Subsidiary) shall withhold or cause to be withheld income and other taxes with
respect to any income recognized by an Optionee by reason of the exercise or
vesting of an Option or Other Right, or a cash bonus paid in connection with
such exercise or vesting, and as a condition to the receipt of any Option or
Other Right or related cash bonus the Optionee shall agree that if the amount
payable to him by the Company and any Subsidiary in the ordinary course is
insufficient to pay such taxes, then he shall upon the request of the Company
pay to the Company an amount sufficient to satisfy its tax withholding
obligations.

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        Without limiting the foregoing, the Committee may in its discretion
permit any Optionee's withholding obligation to be paid in whole or in part in
the form of shares of Common Stock by withholding from the shares to be issued
or by accepting delivery from the Optionee of shares already owned by him;
provided, however, that payment of withholding obligation in the form of shares
shall not be made with respect to an amount in excess of the minimum required
withholding. The Fair Market Value of the shares for such purposes shall be
determined as set forth in Section 5(b). If payment of withholding taxes is made
in whole or in part in shares of Common Stock, the Optionee shall deliver to the
Company certificates registered in his name representing shares of Common Stock
legally and beneficially owned by him, fully vested and free of all liens,
claims, and encumbrances of every kind, duly endorsed or accompanied by stock
powers duly endorsed by the record holder of the shares represented by such
certificates. If the Optionee is subject to Section 16(a) of the Exchange Act,
his ability to pay his withholding obligation in the form of shares of Common
Stock shall be subject to such additional restrictions as may be necessary to
avoid any transaction that might give rise to liability under Section 16(b) of
the Exchange Act.

        (d) USE OF PROCEEDS. The proceeds from the sale of Common Stock pursuant
to Options or Other Rights shall constitute general funds of the Company.

        (e) AWARDS TO NON-UNITED STATES PERSONS. Awards may be made to Optionees
who are foreign nationals or employed outside the United States on such terms
and conditions different from those specified in the Plan as the Committee
considers necessary or advisable to achieve the purposes of the Plan or to
comply with applicable laws. The Board of Directors shall have the right to
amend the Plan, consistent with its authority to amend the Plan as set forth in
Section 14, to obtain favorable tax treatment for Optionees, and any such
amendments shall be evidenced by an Appendix to the Plan. The Board of Directors
may delegate this authority to the Committee.

        (f) GOVERNING LAW. The granting of Awards and the issuance of Common
Stock under the Plan shall be subject to all applicable laws and regulations and
to such approvals by any governmental agency or national securities exchanges as
may be required. To the extent not preempted by Federal law, the Plan and all
agreements hereunder shall be construed in accordance with and governed by the
laws of the Commonwealth of Massachusetts, without regard to the principles of
conflicts of law.

        14. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF PLAN

        The Plan shall be effective as of April 1, 2002 if, and only if, the
holders of a majority of the outstanding shares of capital stock present, or
represented, and entitled to vote thereon (voting as a single class) at a duly
held meeting of the shareholders of the Company approve the Plan within twelve
(12) months after such date. If so approved by the shareholders, the Committee
may grant Options and Other Rights under the Plan from time to time until the
close of business on March 31, 2012. The Board may at any time amend the Plan;
provided, however, that without approval of the Company's shareholders there
shall be no: (a) increase in the total number of shares covered by the Plan,
except by operation of the provisions of Section 11, or the aggregate number of
shares of Common Stock that may be issued to any single person; (b) change in
the class of persons eligible to receive Awards under the Plan; or (c) other
change in

                                      -11-
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the Plan that requires shareholder approval under applicable law. No amendment
shall adversely affect outstanding Options or Other Rights without the consent
of the Optionee. The Plan may be terminated at any time by action of the Board,
but any such termination will not terminate Options and Other Rights then
outstanding, without the consent of the Optionee.

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