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                                                                    EXHIBIT 10.9

                            TRANSCORE HOLDINGS, INC.

                       1999 STOCK APPRECIATION RIGHTS PLAN

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                                TABLE OF CONTENTS

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1. PURPOSE...........................................................................................         1
2. DEFINITIONS.......................................................................................         1
3. ADMINISTRATION OF THE PLAN........................................................................         4
      3.1. Board.....................................................................................         4
      3.2. Committee.................................................................................         4
      3.3. Grants....................................................................................         5
      3.4. No Liability..............................................................................         5
4. STOCK SUBJECT TO THE PLAN.........................................................................         5
5. EFFECTIVE DATE AND TERM OF THE PLAN...............................................................         5
      5.1. Effective Date............................................................................         5
      5.2. Term......................................................................................         5
6. STOCK APPRECIATION RIGHTS.........................................................................         5
7. AWARD AGREEMENT...................................................................................         6
8. VESTING, TERM AND EXERCISE OF STOCK APPRECIATION RIGHTS...........................................         6
      8.1. Vesting and SAR Period....................................................................         6
      8.2. Term......................................................................................         6
      8.3. Acceleration..............................................................................         7
      8.4. Termination of Employment or Other Relationship...........................................         7
      8.5. Rights in the Event of Death..............................................................         7
      8.6. Rights in the Event of Disability.........................................................         7
      8.7. Limitations on Exercise of SARs...........................................................         8
      8.8. Method of Exercise........................................................................         8
9. DIVIDEND EQUIVALENT RIGHTS........................................................................         8
      9.1. Dividend Equivalent Rights................................................................         8
      9.2. Interest Equivalents......................................................................         9
      9.3. Termination...............................................................................         9
10. CERTAIN PROVISIONS APPLICABLE TO GRANTS..........................................................         9
      10.1. Stand-Alone, Additional, Tandem, and Substitute Grants...................................         9
      10.2. Term of Grants...........................................................................         9
      10.3. Form and Timing of Payment Under Grants; Deferrals.......................................        10
11. AMENDMENT AND TERMINATION OF THE PLAN............................................................        10
12. EFFECT OF CHANGES IN CAPITALIZATION..............................................................        10
      12.1. Changes in Stock.........................................................................        10
      12.2. Reorganization in Which the Company Is the Surviving Entity and in Which No
             Change of Control Occurs................................................................        10
      12.3. Reorganization, Sale of Assets or Sale of Stock Which Involves a Change of Control.......        11
      12.4. Adjustments..............................................................................        11
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      12.5. No Limitations on Company................................................................        11
13. DISCLAIMER OF RIGHTS.............................................................................        12
14. NONEXCLUSIVITY OF THE PLAN.......................................................................        12
15. WITHHOLDING TAXES................................................................................        12
16. CAPTIONS.........................................................................................        13
17. OTHER PROVISIONS.................................................................................        13
18. NUMBER AND GENDER................................................................................        13
19. SEVERABILITY.....................................................................................        13
20. GOVERNING LAW....................................................................................        13
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                            TRANSCORE HOLDINGS, INC.

                       1999 STOCK APPRECIATION RIGHTS PLAN

      TransCore Holdings, Inc., a Delaware corporation (the "Company"), sets
forth herein the terms of its 1999 Stock Appreciation Rights Plan (the "Plan")
as follows:

1.    PURPOSE

      The Plan is intended to enhance the Company's ability to attract and
retain highly qualified officers, key employees, and other persons, and to
motivate such officers, key employees, and other persons to serve the Company
and its Affiliates (as defined herein) and to expend maximum effort to improve
the business results and earnings of the Company, by providing to such officers,
key employees and other persons an opportunity to acquire or increase an
interest in the operations and future success of the Company and with other
financial incentives. To this end, the Plan provides for the grant of stock
appreciation rights and dividend equivalent rights.

2.    DEFINITIONS

      For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:

      2.1   "Affiliate" of, or person "affiliated" with, a person means any
company or other trade or business that controls, is controlled by or is under
common control with such person within the meaning of Rule 405 of Regulation C
under the Securities Act.

      2.2   "Award Agreement" means the stock appreciation rights agreement,
dividend equivalent rights agreement or other written agreement between the
Company and a Grantee that evidences and sets out the terms and conditions of a
Grant.

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

      2.4   "Code" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended.

      2.5   "Committee" means a committee of, and designated from time to time
by resolution of, the Board, which shall consist of no fewer than two members of
the Board, none of whom shall be an officer or other salaried employee of the
Company or any affiliate of the Company.

      2.6   "Company" means TransCore Holdings, Inc.

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      2.7   "Dividend Equivalent Rights" means a right, granted to a Grantee
under SECTION 9 hereof, to receive cash, Stock, other Grants or other property
equal in value to dividends paid with respect to a specified number of shares of
Stock, or other periodic payments.

      2.8   "Effective Date" means September 3, 1999, the date on which the Plan
was adopted by the Board.

      2.9   "Exchange Act" means the Securities Exchange Act of 1934, as now in
effect or as hereafter amended.

      2.10  "Fair Market Value" means the value of a share of Stock, determined
as follows: if on the Grant Date or other determination date the Stock is listed
on an established national or regional stock exchange, is admitted to quotation
on the NASDAQ National Market, or is publicly traded on an established
securities market, the Fair Market Value of a share of Stock shall be the
closing price of the Stock on such exchange or in such market (the highest such
closing price if there is more than one such exchange or market) on the Grant
Date or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on such trading day)
or, if no sale of Stock is reported for such trading day, on the next preceding
day on which any sale shall have been reported. If the Stock is not listed on
such an exchange, quoted on such system or traded on such a market, Fair Market
Value shall mean the Fair Market Value of the Stock as at least annually
determined by a nationally recognized appraiser or an appraiser with expertise
in the industry in which the Company operates (which shall include Houlihan,
Lokey, Howard & Zukin, Duff & Phelps or Willamette Management Associates) (the
"Appraiser"), who shall be selected by the Board of Directors of the Company in
accordance with Section 6.3 of the Company's Certificate of Incorporation. The
Board of Directors of the Company may require that the Appraiser update its
determination of Fair Market Value in the event that the Board of Directors
determines in good faith that the Fair Market Value has changed materially since
the then most recent appraisal was concluded. The Company shall be responsible
for the fees and expenses incurred with respect to any update to the most recent
appraisal.

      2.11  "Fundamental Change in Ownership" shall mean (A) any sale or
transfer of more than 50% of the assets of the Company and its subsidiaries on a
consolidated basis (measured either by book value in accordance with generally
accepted accounting principles consistently applied or by fair market value
determined in the reasonable good faith judgment of the Board) in any
transaction or series of transactions (other than sales in the ordinary course
of business), and (B) any merger or consolidation to which the Company is a
party, except for a merger in which the Company is the surviving corporation,
the terms of the Stock are not changed and the Stock is not exchanged for cash,
securities or other property, and after giving effect to such merger, the
holders of the Company's outstanding capital stock possessing a majority of the
voting power (under ordinary circumstances) to elect a majority of the Company's
Board immediately prior to the merger shall continue to own the Company's
outstanding capital stock possessing the voting power (under ordinary
circumstances) to elect a majority of the Company's Board.

                                     - 2 -

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      2.12  "Grant" means an award of a Stock Appreciation Right or Dividend
Equivalent Right under the Plan.

      2.13  "Grant Date" means, as determined by the Board or authorized
Committee, the date as of which the Board or such Committee approves a Grant or,
if later, (i) the date on which the recipient of such Grant first becomes an
employee of or otherwise enters into a relationship with the Company or an
affiliate of the Company or (ii) such other date as may be specified by the
Board or such Committee in its approval of the Grant.

      2.14  "Grantee" means a person who receives or holds a Stock Appreciation
Right or Dividend Equivalent Right under the Plan.

      2.15  "Liquidation Event" shall mean any liquidation, dissolution or
winding up of the Company (whether voluntary or involuntary).

      2.16  "Major Event" shall have the meaning set forth in Section 8.3.

      2.17  "Organic Change" shall mean any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of the
Company's assets to another Person or other transaction which is effected in
such a way that holders of Stock are entitled to receive (either directly or
upon subsequent liquidation) stock, securities or assets with respect to or in
exchange for Stock.

      2.18  "Person" shall mean an individual, a partnership, a corporation, a
limited liability company, a limited liability partnership, an association, a
joint stock company, a trust, a joint venture, an unincorporated organization
and a governmental entity or any department, agency or political subdivision
thereof.

      2.19  "Plan" means this TransCore Holdings, Inc. 1999 Stock Appreciation
Rights Plan.

      2.20  "Public Offering" shall mean any bona fide, firm commitment
underwritten offering by the Company of its capital stock or equity securities
to the public pursuant to an effective registration statement under the
Securities Act of 1933, as then in effect, or any comparable statement under any
similar federal statute then in force which results in net proceeds in excess of
$20,000,000 and results in a market capitalization of the Company of not less
than $50,000,000.

      2.21  "Securities Act" means the Securities Act of 1933, as now in effect
or as hereafter amended.

      2.22  "Service Provider" means a consultant or adviser to the Company, a
manager of the Company's properties or affairs, or other similar service
provider or affiliate of the Company, and employees of any of the foregoing, as
such persons may be designated from time to time by the Board pursuant to
SECTION 6 hereof.

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      2.23  "Stock" means the Class A Common Stock, par value $0.001 per share,
of the Company.

      2.24  "Stock Appreciation Rights" or "SAR" means a right granted to a
Grantee under SECTION 6 hereof.

      2.25  "Subsidiary" means any "subsidiary corporation" of the Company
within the meaning of Section 424(f) of the Code.

      2.26  "Termination Date" shall be the date upon which a Grant shall
terminate or expire, as set forth in SECTION 8.2 hereof.

3.    ADMINISTRATION OF THE PLAN

      3.1.  BOARD

      The Board shall have such powers and authorities related to the
administration of the Plan as are consistent with the Company's certificate of
incorporation and by-laws and applicable law. The Board shall have full power
and authority to take all actions and to make all determinations required or
provided for under the Plan, any Grant or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the
Plan that the Board deems to be necessary or appropriate to the administration
of the Plan, any Grant or any Award Agreement. All such actions and
determinations shall be by the affirmative vote of a majority (or higher
percentage if required under the Company's certificate of incorporation) of the
members of the Board present at a meeting or by unanimous consent of the Board
executed in writing in accordance with the Company's certificate of
incorporation and by-laws and applicable law. The interpretation and
construction by the Board of any provision of the Plan, any Grant or any Award
Agreement shall be final and conclusive. As permitted by law, the Board may
delegate its authority under the Plan to a member of the Board of Directors or
an executive officer of the Company.

      3.2.  COMMITTEE.

      The Board from time to time may delegate to a Committee such powers and
authorities related to the administration and implementation of the Plan, as set
forth in SECTION 3.1 above and in other applicable provisions, as the Board
shall determine, consistent with the certificate of incorporation and by-laws of
the Company and applicable law. In the event that the Plan, any Grant or any
Award Agreement entered into hereunder provides for any action to be taken by or
determination to be made by the Board, such action may be taken by or such
determination may be made by the Committee if the power and authority to do so
has been delegated to the Committee by the Board as provided for in this
Section. Unless otherwise expressly determined by the Board, any such action or
determination by the Committee shall be final, binding and conclusive. As
permitted by law, the Committee may delegate its authority under the Plan to a
member of the Board of Directors or an executive officer of the Company.

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      3.3.  GRANTS.

      Subject to the other terms and conditions of the Plan, the Board shall
have full and final authority (i) to designate Grantees, (ii) to determine the
type or types of Grant to be made to a Grantee, (iii) to determine the number of
shares of Stock to be subject to a Grant, (iv) to establish the terms and
conditions of each Grant (including, but not limited to, the exercise price of
any SAR, the nature and duration of any restriction or condition (or provision
for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of
a Grant), (v) to prescribe the form of each Award Agreement evidencing a Grant,
and (vi) to amend, modify, or supplement the terms of any outstanding Grant
(subject to the consent of the Grantee if such amendment, modification or
supplement impairs the rights of the Grantee under the outstanding Grant). Such
authority specifically includes the authority, in order to effectuate the
purposes of the Plan but without amending the Plan, to modify Grants to eligible
individuals who are foreign nationals or are individuals who are employed
outside the United States to recognize differences in local law, tax policy, or
custom. As a condition to any subsequent Grant, the Board shall have the right,
at its discretion, to require Grantee to return to the Company Grants previously
awarded under the Plan. Subject to the terms and conditions of the Plan, any
such new Grant shall be upon such terms and conditions as are specified by the
Board at the time the new Grant is made.

      3.4.  NO LIABILITY.

      No member of the Board or of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any Grant or
Award Agreement.

4.    STOCK SUBJECT TO THE PLAN

      Subject to adjustment as provided in SECTION 12 hereof, the number of
shares of Stock which may be the basis of awards under the Plan shall be one
share for every $100 of Fixed Benefits Assumed Value payable to Eligible
Participants, as such terms are defined in the TransCore 1999 Employee Retention
Plan B.

5.    EFFECTIVE DATE AND TERM OF THE PLAN

      5.1.  EFFECTIVE DATE.

      The Plan shall be effective as of the Effective Date.

      5.2.  TERM.

      The Plan has no termination date.

6.    STOCK APPRECIATION RIGHTS

      Grants may be made under the Plan to any employee of, or a Service
Provider providing services to, the Company or of any Subsidiary, including any
such employee who is an officer or director of the Company or of any Subsidiary,
as the Board shall determine and designate from time to time. An eligible person
may receive more than one Grant, subject to such restrictions as are provided
herein. The Board is authorized to grant SARs to Grantees on the following terms
and

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conditions: A SAR shall confer on the Grantee to whom it is granted a right to
receive, upon exercise thereof, the excess of (A) the Fair Market Value of one
share of Stock on the date of exercise over (B) the grant price of the SAR as
determined by the Board. The grant price of an SAR shall not be less than the
Fair Market Value of a share of Stock on the date of grant except that Grants
may be made at less than Fair Market Value as provided in SECTION 10.1. Any SARs
which are forfeited by reason of termination of employment for any reason shall
be and remain part of the Plan (the "Forfeited SARs"). Upon the earlier of the
fifth anniversary of the Effective Date or acceleration of vesting of the SARs
as required in SECTION 8.3 below (the "Reallocation Date"), any Forfeited SARs
will be reallocated among the Grantees who are employed by or providing services
to the Company or any of its Subsidiaries on the Reallocation Date (the
"Remaining Grantees") on a pro rata basis based on each Remaining Grantee's
Fixed Benefits Assumed Value relative to the total of all Remaining Grantees'
Fixed Benefits Assumed Value on that date. The Exercise Price for the Forfeited
SARs will remain the Exercise Price of such SARs on the original Grant Date.

7.    AWARD AGREEMENT

      Each Grant pursuant to the Plan shall be evidenced by an Award Agreement,
to be executed by the Company and by the Grantee, in such form or forms as the
Board shall from time to time determine. Award Agreements granted from time to
time or at the same time need not contain similar provisions but shall be
consistent with the terms of the Plan.

8.    VESTING, TERM AND EXERCISE OF STOCK APPRECIATION RIGHTS

      8.1.  VESTING AND SAR PERIOD.

      Subject to SECTIONS 8.2, 8.3 and 12.3 hereof, each Grant under the Plan
shall become exercisable at such times and under such conditions as shall be
determined by the Board and stated in the Award Agreement (as modified by the
terms set forth in any written employment agreement, it being understood and
agreed that the terms of such employment agreement to the extent inconsistent
with the terms hereof or the Award Agreement shall control). The period during
which any SAR shall be exercisable shall constitute the "SAR Period" with
respect to such SAR.

      8.2.  TERM.

      Each SAR granted under the Plan shall terminate, and all rights to
payments thereunder shall cease, upon the expiration of ten years from the date
such SAR is granted, or under such circumstances and on such date prior thereto
as is set forth in the Plan or as may be fixed by the Board and stated in the
Award Agreement relating to such SAR (the "Termination Date"); provided,
further, that any SAR granted under the Plan which remains outstanding but
unexercised upon the closing of a Public Offering (as defined in SECTION 8.3
below) shall terminate and the Company shall replace such SAR with an option to
purchase Stock (the "Replacement Option"). The replacement of such SAR shall in
no way impair a Grantee's right to exercise the SAR prior to the closing of the
Public Offering, and such SAR shall be fully vested pursuant to SECTION 8.3
below. The Replacement Option shall have substantially similar terms and an
economic value equivalent to the terminated SAR.

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      8.3.  ACCELERATION.

      Any limitation on the exercise of an SAR contained in any Award Agreement
may be rescinded, modified or waived by the Board, in its sole discretion, at
any time and from time to time after the Grant Date of such SAR, so as to
accelerate the time at which the SAR may be exercised. All SARs shall fully vest
and may be exercised in connection with a Fundamental Change in Ownership,
Public Offering, Organic Change or Liquidation Event (each a "Major Event").

      8.4.  TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

      Upon the termination of a Grantee's employment or other relationship with
the Company except by reason of death or "permanent and total disability"
(within the meaning of Section 22(e)(3) of the Code) which are covered by
SECTIONS 8.5 and 8.6 below, any SAR or portion thereof held by such Grantee that
has not vested in accordance with the provisions of SECTION 8.1, the Award
Agreement or an employment agreement (it being understood and agreed that the
terms of such employment agreement to the extent inconsistent with the terms
hereof or the Award Agreement shall control) shall terminate immediately, and
any SAR or portion thereof that has vested in accordance with the provisions of
SECTION 8.1 hereof, the Award Agreement or an employment agreement (it being
understood and agreed that the terms of such employment agreement to the extent
inconsistent with the terms hereof or the Award Agreement shall control), may be
exercised during the period commencing on the fifth anniversary of the Effective
Date and continuing until the later of (i) the 90th day following the Grantee's
termination of employment or other relationship, unless the Board, in its
discretion, extends the period during which the SAR may be exercised and (ii)
the 90th day following the fifth anniversary of the Effective Date, but in any
event not later than the Termination Date. At the end of such exercise period,
any SAR held by a Grantee as of the date of Grantee's termination of employment
and not so exercised shall terminate. A leave of absence or leave on military or
government service shall not constitute a termination of employment or other
relationship for purposes of the Plan. For purposes of the Plan, a termination
of employment, service or other relationship shall not be deemed to occur if the
Grantee is immediately thereafter a director of the Company or a Subsidiary or
Affiliate.

      8.5.  RIGHTS IN THE EVENT OF DEATH.

      Notwithstanding any other provision of this Plan, if a Grantee dies while
employed by or providing services to the Company, the executors, legatees or
distributees of such Grantee's estate shall have the right, during the period
commencing on the fifth anniversary of the Effective Date and continuing until
the later of (i) the one year anniversary of the date of such Grantee's death
(or such longer period as the Board, in its discretion, may determine prior to
the expiration of such one-year period) and (ii) the 90th day following the
fifth anniversary of the Effective Date, but in any event not later than the
Termination Date, to exercise any SARs held by such Grantee at the date of such
Grantee's death. At the end of such exercise period, any SAR held by a Grantee
at the date of such Grantee's death and not so exercised shall terminate.

      8.6.  RIGHTS IN THE EVENT OF DISABILITY.

      Notwithstanding any other provision of this Plan, if a Grantee or the
Company terminates Grantee's employment or other relationship with the Company
by reason of the "permanent and

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total disability" (within the meaning of Section 22(e)(3) of the Code) or by
reason of disability pursuant to the terms of any employment agreement, such
Grantee's SARs shall be exercisable during the period commencing on the fifth
anniversary of the Effective Date and continuing until the later of the (i) 90th
day following the fifth anniversary of the Effective Date or (ii) the one year
anniversary of the date of Grantee's termination (or such longer period as the
Board, in its discretion, may determine prior to the expiration of such one-year
period), but in any event not later than the Termination Date. At the end of
such exercise period, any SAR held by a Grantee at the date of such Grantee's
termination of employment or service and not so exercised shall terminate.
Whether a termination of employment or service is to be considered by reason of
"permanent and total disability" for purposes of the Plan shall be determined by
the Board, which determination shall be final and conclusive (unless otherwise
provided in an employment agreement, it being understood and agreed that the
terms of such employment agreement to the extent inconsistent with the terms
hereof or the Award Agreement shall control).

      8.7.  LIMITATIONS ON EXERCISE OF SARs.

      Notwithstanding any other provision of the Plan, in no event may any SAR
be exercised, in whole or in part, after ten years following the date upon which
the SAR is granted.

      8.8.  METHOD OF EXERCISE.

      An SAR that is exercisable may be exercised by the Grantee's delivery to
the Company of written notice of exercise on any business day, at the Company's
principal office, addressed to the attention of the Board. Such notice shall
specify the number of shares of Stock with respect to which the SAR is being
exercised. An attempt to exercise any SAR granted hereunder other than as set
forth above shall be invalid and of no force and effect. Unless otherwise stated
in the applicable Award Agreement an individual holding or exercising an SAR
shall have none of the rights of a shareholder (for example, the right to
receive cash or dividend payments or distributions attributable to the subject
shares of Stock or to direct the voting of the subject shares of Stock). Except
as provided in SECTION 12 hereof, no adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date of
such issuance.

9.    DIVIDEND EQUIVALENT RIGHTS

      9.1.  DIVIDEND EQUIVALENT RIGHTS.

      A Dividend Equivalent Right is a Grant entitling the recipient to receive
credits based on cash distributions that would have been paid on the shares of
Stock specified in the Dividend Equivalent Right (or other award to which it
relates) if such shares had been issued to and held by the recipient. A Dividend
Equivalent Right may be granted hereunder to any Grantee as a component of
another Grant or as a freestanding award. The terms and conditions of Dividend
Equivalent Rights shall be specified in the grant. Dividend Equivalents credited
to the holder of a Dividend Equivalent Right may be paid currently or may be
deemed to be reinvested in additional shares of Stock, which may thereafter
accrue additional equivalents. Any such reinvestment shall be at Fair Market
Value on the date of reinvestment. Dividend Equivalent Rights may be settled in
cash or Stock or a combination thereof, in a single installment or installments,
all determined in the sole discretion of the Board. A Dividend Equivalent Right

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granted as a component of another Grant may provide that such Dividend
Equivalent Right shall be settled upon exercise, settlement, or payment of, or
lapse of restrictions on, such other award, and that such Dividend Equivalent
Right shall expire or be forfeited or annulled under the same conditions as such
other award. A Dividend Equivalent Right granted as a component of another Grant
may also contain terms and conditions different from such other award.

      9.2.  INTEREST EQUIVALENTS.

      Any Grant under this Plan that is settled in whole or in part in cash on a
deferred basis shall provide in the grant for interest equivalents to be
credited with respect to such cash payment. Interest equivalents may be
compounded and shall be paid upon such terms and conditions as may be specified
by the grant; provided, however, that the rate of interest paid shall not be
less than the applicable Federal rate provided under the Code for the term of
the deferral.

      9.3.  TERMINATION.

      Except as may otherwise be provided by the Board either in the Award
Agreement or in writing after the Award Agreement is issued, a Grantee's rights
in all Dividend Equivalent Rights or interest equivalents shall automatically
terminate upon the Grantee's termination of employment or other relationship
with the Company and its Subsidiaries for any reason, provided that the Grantee
shall retain a fully vested interest in, and shall be entitled to receive, all
distributions paid or accrued, and any interest equivalents thereon, under such
Dividend Equivalent Rights prior to the date of the Grantee's termination of
employment.

10.   CERTAIN PROVISIONS APPLICABLE TO GRANTS

      10.1. STAND-ALONE, ADDITIONAL, TANDEM, AND SUBSTITUTE GRANTS

      Grants granted under the Plan may, in the discretion of the Board, be
granted either alone or in addition to, in tandem with, or in substitution or
exchange for, any other Grant or any award granted under another plan of the
Company, any Subsidiary, or any business entity to be acquired by the Company or
a Subsidiary, or any other right of a Grantee to receive payment from the
Company or any Subsidiary. Such additional, tandem, and substitute or exchange
Grants may be granted at any time. If a Grant is made in substitution or
exchange for another Grant or award, the Board shall require the surrender of
such other Grant or award in consideration for the new Grant. In addition,
Grants may be made in lieu of cash compensation (but only if the Grantee
consents), including in lieu of cash amounts payable under other plans of the
Company or any Subsidiary, in which the value of Stock subject to the Grant is
equivalent in value to the cash compensation.

      10.2. TERM OF GRANTS

      The term of each Grant shall be for such period as may be determined by
the Board; provided that in no event shall the term of any SAR exceed a period
of ten years.

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      10.3. FORM AND TIMING OF PAYMENT UNDER GRANTS; DEFERRALS

      Subject to the terms of the Plan and any applicable Award Agreement,
payments to be made by the Company or a Subsidiary upon the exercise of an SAR
or other Grant or settlement of a Grant may be made in cash (or if consented to
by the Grantee in Stock) and, if paid in cash, may be made in a single payment
or in installments, on a deferred basis. The settlement of any Grant may be
accelerated, and cash paid in lieu of Stock in connection with such settlement,
in the discretion of the Board or upon occurrence of one or more specified
events. Deferred installment payments may be permitted at the election of the
Grantee on terms and conditions established by the Board and acceptable to the
Grantee. Any deferred payment arrangement shall include, without limitation,
provisions for the payment or crediting of a reasonable interest rate on
deferred installment payments, which interest rate shall not be less than the
applicable Federal rate provided under the Code for the term of the deferral.

11.   AMENDMENT AND TERMINATION OF THE PLAN

      Without the written consent of the Grantee and except as provided in
SECTION 12, the Board may not amend, suspend, or terminate the Plan in such a
way that impairs a Grantee's rights under any Grant theretofore awarded under
the Plan or any potential right of a Grantee to any Forfeited Shares.

12.   EFFECT OF CHANGES IN CAPITALIZATION

      12.1. CHANGES IN STOCK.

            If the outstanding shares of Stock are increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization, reclassification,
stock split-up, combination of shares, exchange of shares, stock dividend or
other distribution payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the Company occurring
after the date the SARs are granted, a proportionate and appropriate adjustment
shall be made by the Company in the number and kind of shares subject to the
SARs, so that the proportionate interest of the Grantee immediately following
such event shall, to the extent practicable, be the same as immediately before
such event. Any such adjustment in the SARs shall not change the total Exercise
Price with respect to the unexercised portion of the SARs but shall include a
corresponding proportionate adjustment in the Exercise Price per share.

      12.2. REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING ENTITY AND IN
            WHICH NO CHANGE OF CONTROL OCCURS.

      Subject to SECTION 12.3 hereof, if the Company shall be the surviving
Company in any reorganization, merger, or consolidation of the Company with one
or more other Companies, the SARs shall pertain to and apply to the securities
to which a holder of the number of shares of stock subject to the SARs would
have been entitled immediately following such reorganization, merger, or
consolidation, with a corresponding proportionate adjustment of the Exercise
Price per share so that the aggregate Exercise Price thereafter shall be the
same as the aggregate

                                     - 10 -

<PAGE>

Exercise Price of the shares remaining subject to the SARs immediately prior to
such reorganization, merger or consolidation.

      12.3. REORGANIZATION, SALE OF ASSETS OR SALE OF STOCK WHICH INVOLVES A
            CHANGE OF CONTROL.

            The SARs shall terminate (i) upon the dissolution or liquidation of
the Company, or (ii) upon a merger, consolidation, or reorganization of the
Company with one or more other Companies in which the Company is not the
surviving Company, or (iii) upon a sale of substantially all of the assets of
the Company to another person or entity, or (iv) upon a merger, consolidation or
reorganization (or other transaction if so determined by the Board in its sole
discretion) in which the Company is the surviving Company, that is approved by
the Board and that results in any person or entity (other than persons who are
holders of Stock of the Company) owning 80 percent or more of the combined
voting power of all classes of stock of the Company, except to the extent
provision is made in writing in connection with any such transaction covered by
clauses (i) through (iv) for the assumption of the SARs or for the substitution
for the SARs of new SARs covering the stock of a successor Company, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and exercise prices, in which event the SARs theretofore granted shall
continue in the manner and under the terms so provided. In the event of any such
termination of the SARs, the Grantee shall have the right (subject to the
general limitations on exercise set forth in SECTION 8), during such period
occurring before such termination as the Board in its sole discretion shall
determine and designate, and in any event immediately before the occurrence of
such termination, to exercise such SARs in whole or in part, whether or not such
SARs were otherwise exercisable at the time such termination occurs. Any
exercise of an SAR in connection with a transaction described in the prior
sentence will be conditioned on such transaction occurring and if for any reason
such event does not occur all rights of the Grantee under the Plan and the
applicable Award Agreement shall continue in accordance with their terms. The
Company shall send written notice of a transaction or event that will result in
such a termination to Grantee not later than the time at which the Company gives
notice thereof to its stockholders.

      12.4. ADJUSTMENTS.

      Adjustments under this SECTION 12 related to shares of Stock or securities
of the Company shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Any such fractional adjustment shall be
eliminated in each case by rounding downward to the nearest whole share.

      12.5. NO LIMITATIONS ON COMPANY.

      The making of Grants pursuant to the Plan shall not affect or limit in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part of
its business or assets.

                                     - 11 -

<PAGE>

13.   DISCLAIMER OF RIGHTS

      No provision in the Plan or in any Grant or Award Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any affiliate, or to interfere in any way with any
contractual or other right or authority of the Company either to increase or
decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the
Company. In addition, notwithstanding anything contained in the Plan to the
contrary, unless otherwise stated in the applicable Award Agreement or in an
employment agreement, no Grant awarded under the Plan shall be affected by any
change of duties or position of the Grantee. The obligation of the Company to
pay any benefits pursuant to this Plan shall be interpreted as a contractual
obligation to pay only those amounts described herein, in the manner and under
the conditions prescribed herein, in the Award Agreement and as may be modified
by any employment agreement, it being understood and agreed that the terms of
such employment agreement to the extent inconsistent with the terms hereof or
the Award Agreement shall control. The Plan shall in no way be interpreted to
require the Company to transfer any amounts to a third party trustee or
otherwise hold any amounts in trust or escrow for payment to any Grantee or
beneficiary under the terms of the Plan. No Grantee shall have any of the rights
of a shareholder with respect to the shares of Stock subject to an SAR.

14.   NONEXCLUSIVITY OF THE PLAN

      Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of SARs otherwise than
under the Plan.

15.   WITHHOLDING TAXES

      The Company or a Subsidiary, as the case may be, shall have the right to
deduct from payments of any kind otherwise due to a Grantee any Federal, state,
or local taxes of any kind required by law to be withheld with respect to the
vesting of or other lapse of restrictions applicable to a Grant. At the time of
such vesting, lapse, or exercise, the Grantee shall pay to the Company or the
Subsidiary, as the case may be, any amount that the Company or the Subsidiary
may reasonably determine to be necessary to satisfy such withholding obligation
to the extent such amounts were not otherwise withheld from any payments due to
the Grantee.

                                     - 12 -

<PAGE>

16.   CAPTIONS

      The use of captions in this Plan or any Award Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement.

17.   OTHER PROVISIONS

      Each Grant awarded under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Board, in
its sole discretion.

18.   NUMBER AND GENDER

      With respect to words used in this Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, etc.,
as the context requires.

19.   SEVERABILITY

      If any provision of the Plan or any Award Agreement shall be determined to
be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

20.   GOVERNING LAW

      The validity and construction of this Plan and the instruments evidencing
the Grants awarded hereunder shall be governed by the laws of Delaware (without
giving effect to the choice of law provisions thereof).

                                      * * *

      The Plan was duly adopted and approved by the Board of Directors of the
Company as of the 3rd day of September, 1999.

                                   /s/ David G. Sparks
                                   ____________________________________________
                                   Secretary

                                     - 13 -