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                                                                    EXHIBIT 4.40
 
                                      1998
 
                          CHANCELLOR MEDIA CORPORATION
 
                               STOCK OPTION PLAN
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                     THE 1998 CHANCELLOR MEDIA CORPORATION
 
                               STOCK OPTION PLAN
 
     Chancellor Media Corporation, a Delaware corporation, has adopted The 1998
Chancellor Media Corporation Stock Option Plan (the "Plan"), effective May 19,
1998, for the benefit of its eligible employees and consultants.
 
     The purposes of this Plan are as follows:
 
     (1) To provide an additional incentive for key Employees and consultants to
further the growth, development and financial success of the Company by
personally benefiting through the ownership of Options with respect to Company
Stock.
 
     (2) To enable the Company to obtain and retain the services of key
Employees and consultants considered essential to the long range success of the
Company by offering them an opportunity to own Options with respect to stock in
the Company which will reflect the growth, development and financial success of
the Company.
 
                                   ARTICLE I
 
                                  DEFINITIONS
 
     1.1  General. Wherever the following terms are used in this Plan they shall
have the meanings specified below, unless the context clearly indicates
otherwise.
 
     1.2  Award Limit. "Award Limit" shall mean 2,000,000 shares of Common
Stock, as adjusted pursuant to Section 7.3.
 
     1.3  Board. "Board" shall mean the Board of Directors of the Company.
 
     1.4  Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.
 
     1.5  Committee. "Committee" shall mean the Compensation Committee of the
Board, or another committee or subcommittee of the Board, appointed as provided
in Section 6.1.
 
     1.6  Common Stock. "Common Stock" shall mean the common stock of the
Company, par value $.01 per share.
 
     1.7  Company. "Company" shall mean Chancellor Media Corporation, a Delaware
corporation.
 
     1.8  Contractual Option. "Contractual Option" shall mean any option with
respect to the Common Stock to the grant of which any Employee is or may become
entitled pursuant to any written contract in effect on the effective date of
this Plan.
 
     1.9  Director. "Director" shall mean a member of the Board.
 
     1.10  Employee. "Employee" shall mean any officer or other employee (as
defined in accordance with Section 3401(c) of the Code) of the Company, or of
any corporation which is a Subsidiary.
 
     1.11  Exchange Act. "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
 
     1.12  Fair Market Value. The Fair Market Value of a share of Common Stock
as of a given date shall be: (a) the closing price of a share of the Common
Stock on the principal exchange on which shares of the Common Stock are then
trading, if any, on the day previous to such date, or, if shares were not traded
on the day previous to such date, then on the next preceding trading day during
which a sale occurred: or (b) if such Common Stock is not traded on an exchange
but is quoted on Nasdaq or a successor quotation system, (i) the last sales
price (if the Common Stock is then listed as a National Market Issue under the
Nasdaq National Market System) or (ii) the mean between the closing
representative bid and asked prices (in all other cases) for the Common Stock on
the day previous to such date as reported by Nasdaq or such successor quotation
system; or (iii) if such Common Stock is not publicly traded on an exchange and
not quoted on Nasdaq or a
 
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successor quotation system, the mean between the closing bid and asked prices
for the Common Stock, on the day previous to such date, as determined in good
faith by the Committee; or (iv) if the Common Stock is not publicly traded, the
fair market value established by the Committee acting in good faith.
 
     1.13  Incentive Stock Option. "Incentive Stock Option" shall mean an Option
which conforms to the applicable provisions of Section 422 of the Code and which
is designated as an Incentive Stock Option by the Committee.
 
     1.14  Independent Director. "Independent Director" shall mean a member of
the Board who is not an Employee of the Company.
 
     1.15  Independent Third Party. "Independent Third Party" shall mean any
entity other than the Company, Hicks, Muse, Tate & Furst, Incorporated or any
affiliate or subsidiary of either of them.
 
     1.16  Non-Qualified Stock Option. "Non-Qualified Stock Option" shall mean
an Option which is not designated as an Incentive Stock Option by the Committee.
 
     1.17  Option. "Option" shall mean a stock option granted under Article III
of this Plan. An Option granted under this Plan shall, as determined by the
Committee, be either a Non-Qualified Stock Option or an Incentive Stock Option;
provided, however, that Options granted to consultants shall be Non-Qualified
Stock Options.
 
     1.18  Option Agreement. "Option Agreement" shall mean an agreement between
the Company and an Optionee that sets forth the terms, conditions and
limitations applicable to an Option.
 
     1.19  Optionee. "Optionee" shall mean an Employee or consultant granted an
Option under this Plan.
 
     1.20  Plan. "Plan" shall mean this 1998 Chancellor Media Corporation Stock
Option Plan.
 
     1.21  QDRO. "QDRO" shall mean a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.
 
     1.22  Rule 16b-3. "Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended from time to time.
 
     1.23  Sale of the Company. "Sale of the Company" shall mean the
consummation of one of the following events:
 
     (a) any Independent Third Party is or becomes the Beneficial Owner (as
defined below), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities. For purposes of this Agreement, the term "Beneficial
Owner" shall have the meaning given to such term in Rule 13d-3 under the
Exchange Act;
 
     (b) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation (or other entity), other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; provided, however, that a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no person acquires more than 25% of the combined voting power of the
Company's then outstanding securities shall not constitute a Sale of the
Company; or
 
     (c) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets.
 
     1.24  Section 162(m) Participant. "Section 162(m) Participant" shall mean
any key Employee designated by the Committee as a key Employee whose
compensation for the fiscal year in which the key Employee is so designated or a
future fiscal year may be subject to the limit on deductible compensation
imposed by Section 162(m) of the Code.
 
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     1.25  Subsidiary. "Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain then owns stock possessing
50 percent or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
 
     1.26  Termination of Consultancy. "Termination of Consultancy" shall mean
the time when the engagement of an Optionee as a consultant to the Company or a
Subsidiary is terminated for any reason, with or without cause, including, but
not by way of limitation, by resignation, discharge, death or retirement; but
excluding terminations where there is a simultaneous commencement of employment
with the Company or any Subsidiary. The Committee, in its sole discretion, shall
determine the effect of all matters and questions relating to Termination of
Consultancy, including, but not by way of limitation, the question of whether a
Termination of Consultancy resulted from a discharge for good cause, and all
questions of whether a particular leave of absence constitutes a Terminations of
Consultancy. Notwithstanding any other provision of this Plan, the Company or
any Subsidiary has an absolute and unrestricted right to terminate a
consultant's service at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in writing.
 
     1.27  Termination of Employment. "Termination of Employment" shall mean the
time when the employee-employer relationship between an Optionee and the Company
or any Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (a) terminations where
there is a simultaneous reemployment or continuing employment of an Optionee by
the Company or any Subsidiary, (b) at the discretion of the Committee,
terminations which result in a temporary severance of the employee-employer
relationship, and (c) at the discretion of the Committee, terminations which are
followed by the simultaneous establishment of a consulting relationship by the
Company or a Subsidiary with the former employee. The Committee, in its sole
discretion, shall determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation, the question
of whether a Termination of Employment resulted from a discharge for good cause,
and all questions of whether a particular leave of absence constitutes a
Terminations of Employment; provided, however, that, with respect to Incentive
Stock Options unless otherwise determined by the Committee in its discretion, a
leave of absence, change in status from an employee to an independent contractor
or other change in the employee-employer relationship shall constitute a
Termination of Employment if, and to the extent that, such leave of absence,
change in status or other change interrupts employment for the purposes of
Section 422(a)(2) of the Code and the then applicable regulations and revenue
rulings under said Section. Notwithstanding any other provision of this Plan,
the Company or any Subsidiary has an absolute and unrestricted right to
terminate an Employee's employment at any time for any reason whatsoever, with
or without cause, except to the extent expressly provided otherwise in writing.
 
                                   ARTICLE II
 
                             SHARES SUBJECT TO PLAN
 
     2.1  Shares Subject to Plan.
 
     (a) The shares of stock subject to Options shall be Common Stock. The
aggregate number of such shares which may be issued upon exercise of such
Options under the Plan shall not exceed Seven Million Eight Hundred Ninety
Thousand (7,890,000). The shares of Common Stock issuable upon exercise of such
Options may be either previously authorized but unissued shares or treasury
shares.
 
     (b) The maximum number of shares which may be subject to Options granted
under the Plan to any individual in any calendar year shall not exceed the Award
Limit. To the extent required by Section 162(m) of the Code, shares subject to
Options which are canceled continue to be counted against the Award Limit and
if, after grant of an Option, the price of shares subject to such Option is
reduced, the transaction is treated as a cancellation of the Option and a grant
of a new Option and both the Option deemed to be canceled and the Option deemed
to be granted are counted against the Award Limit.
 
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     2.2  Add-back of Options and Other Rights. If any Option expires or is
canceled without having been fully exercised, the number of shares subject to
such Option but as to which such Option was not exercised prior to its
expiration, cancellation or exercise may again be optioned hereunder, subject to
the limitations of Section 2.1. Furthermore, any shares subject to Options which
are adjusted pursuant to Section 7.3 and become exercisable with respect to
shares of stock of another corporation shall be considered cancelled and may
again be optioned hereunder, subject to the limitations of Section 2.1. Shares
of Common Stock which are delivered by the Optionee or withheld by the Company
upon the exercise of any Option under this Plan, in payment of the exercise
price thereof, may again be optioned hereunder, subject to the limitations of
Section 2.1. Notwithstanding the provisions of this Section 2.2, no shares of
Common Stock may again be optioned if such action would cause an Incentive Stock
Option to fail to qualify as an incentive stock option under Section 422 of the
Code.
 
                                  ARTICLE III
 
                              GRANTING OF OPTIONS
 
     3.1  Eligibility. Any Employee or consultant selected by the Committee
pursuant to Section 3.4(a)(i) shall be eligible to be granted an Option.
 
     3.2  Disqualification for Stock Ownership. No person may be granted an
Incentive Stock Option under this Plan if such person, at the time the Incentive
Stock Option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any
then existing Subsidiary or parent corporation (within the meaning of Section
422 of the Code) unless such Incentive Stock Option conforms to the applicable
provisions of Section 422 of the Code.
 
     3.3  Qualification of Incentive Stock Options. No Incentive Stock Option
shall be granted to any person who is not an Employee.
 
     3.4  Granting of Options
 
     (a) The Committee shall from time to time, in its sole discretion, and
subject to applicable limitations of this Plan:
 
          (i) Determine which Employees are key Employees and select from among
     the key Employees or consultants (including Employees or consultants who
     have previously received Options under this Plan) such of them as in its
     opinion should be granted Options;
 
          (ii) Subject to the Award Limit, determine the number of shares to be
     subject to such Options granted to the selected key Employees or
     consultants;
 
          (iii) Subject to Section 3.3, determine whether such Options are to be
     Incentive Stock Options or Non-Qualified Stock Options and whether such
     Options are to qualify as performance-based compensation as described in
     Section 162(m)(4)(C) of the Code; and
 
          (iv) Determine the terms and conditions of such Options, consistent
     with this Plan; provided, however, that the terms and conditions of Options
     intended to qualify as performance-based compensation as described in
     Section 162(m)(4)(C) of the Code shall include, but not be limited to, such
     terms and conditions as may be necessary to meet the applicable provisions
     of Section 162(m) of the Code.
 
     (b) Upon the selection of a key Employee or consultant to be granted an
Option, the Committee shall instruct the Secretary of the Company to issue the
Option and may impose such conditions on the grant of the Option as it deems
appropriate. Without limiting the generality of the preceding sentence, the
Committee may, in its discretion and on such terms as it deems appropriate,
require as a condition on the grant of an Option that the Employee or consultant
surrender for cancellation some or all of the unexercised Options which have
been previously granted to him under this Plan or otherwise. An Option, the
grant of which is conditioned upon such surrender, may have an Option price
lower (or higher) than the exercise price of such surrendered Option, may cover
the same (or a lesser or greater) number of shares as such surrendered Option,
 
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may contain such other terms as the Committee deems appropriate, and shall be
exercisable in accordance with its terms, without regard to the number of
shares, price, exercise period or any other term or condition of such
surrendered Option.
 
     (c) Any Incentive Stock Option granted under this Plan may be modified by
the Committee to disqualify such Option from treatment as an "incentive stock
option" under Section 422 of the Code.
 
                                   ARTICLE IV
 
                                TERMS OF OPTIONS
 
     4.1  Option Agreement. Each Option shall be evidenced by a written Option
Agreement, which shall be executed by the Optionee and an authorized officer of
the Company and which shall contain such terms and conditions as the Committee
shall determine, consistent with this Plan. Option Agreements evidencing Options
intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of the Code.
Option Agreements evidencing Incentive Stock Options shall contain such terms
and conditions as may be necessary to meet the applicable provisions of Section
422 of the Code.
 
     4.2  Option Price. The price per share of the shares subject to each Option
shall be set by the Committee; provided, however, that such price shall be no
less than the par value of a share of Common Stock, unless otherwise permitted
by applicable state law, and (a) unless the Committee shall specifically
determine otherwise in its absolute discretion, such price shall not be less
than 100% of the Fair Market Value of a share of Common Stock on the date the
Option is granted; (b) in the case of Incentive Stock Options such price shall
not be less than 100% of the Fair Market Value of a share of Common Stock on the
date the Option is granted (or the date the Option is modified, extended or
renewed for purposes of Section 424(h) of the Code); and (c) in the case of
Incentive Stock Options granted to an individual then owning (within the meaning
of Section 424(d) of the Code) more than 10% of the total combined voting power
of all classes of stock of the Company or any Subsidiary or parent corporation
thereof (within the meaning of Section 422 of the Code), such price shall not be
less than 110% of the Fair Market Value of a share of Common Stock on the date
the Option is granted (or the date the Option is modified, extended or renewed
for purposes of Section 424(h) of the Code).
 
     4.3  Option Term. The term of an Option shall be set by the Committee in
its discretion; provided, however, that, in the case of Incentive Stock Options,
the term shall not be more than ten (10) years from the date the Incentive Stock
Option is granted, or five (5) years from such date if the Incentive Stock
Option is granted to an individual then owning (within the meaning of Section
424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company or any Subsidiary or parent corporation thereof
(within the meaning of Section 422 of the Code). Except as limited by
requirements of Section 422 of the Code and regulations and rulings thereunder
applicable to Incentive Stock Options, the Committee may extend the term of any
outstanding Option in connection with any Termination of Employment or
Termination of Consultancy of the Optionee, or amend any other term or condition
of such Option relating to such a termination.
 
     4.4  Option Vesting
 
     (a) The period during which the right to exercise an Option in whole or in
part vests in the Optionee shall be set by the Committee and the Committee may
determine that an Option may not be exercised in whole or in part for a
specified period after it is granted. At any time after grant of an Option, the
Committee may, in its sole discretion and subject to whatever terms and
conditions it selects, accelerate the period during which an Option vests.
 
     (b) No portion of an Option which is unexercisable at Termination of
Employment or Termination of Consultancy, as applicable, shall thereafter become
exercisable, except as may be otherwise provided by the Committee either in the
Option Agreement or by action of the Committee following the grant of the
Option.
 
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     (c) To the extent that the aggregate Fair Market Value of stock with
respect to which "incentive stock options" (within the meaning of Section 422 of
the Code, but without regard to Section 422(d) of the Code) are exercisable for
the first time by an Optionee during any calendar year (under the Plan and all
other incentive stock option plans of the Company and any parent or subsidiary
corporation (within the meaning of Section 422 of the Code) of the Company)
exceeds $100,000, such Options shall be treated as Non-Qualified Options to the
extent required by Section 422 of the Code. The rule set forth in the preceding
sentence shall be applied by taking Options into account in the order in which
they were granted. For purposes of this Section 4.4(c), the Fair Market Value of
stock shall be determined as of the time the Option with respect to such stock
is granted.
 
     4.5  Consideration. In consideration of the granting of an Option, the
Optionee shall agree, in the written Option Agreement, to render faithful and
efficient services to the Company and its Subsidiaries.
 
     4.6  Contractual Options. Notwithstanding any other provision of the Plan,
unless otherwise provided in the applicable Option Agreement to the contrary,
any Contractual Options shall (a) be fully vested and immediately exercisable on
the date of grant and (b) be exercisable for ten years from the date of grant
notwithstanding any termination of the Optionee's employment by the Company
other than for "Cause" (as defined in the applicable written contract) or
resignation by the Optionee for Good Reason (as defined in the applicable
written contract).
 
                                   ARTICLE V
 
                              EXERCISE OF OPTIONS
 
     5.1  Partial Exercise. An exercisable Option may be exercised in whole or
in part. However, an Option shall not be exercisable with respect to fractional
shares and the Committee may require that, by the terms of the Option Agreement,
a partial exercise be with respect to a minimum number of shares.
 
     5.2  Manner of Exercise. All or a portion of an exercisable Option shall be
deemed exercised upon delivery of all of the following to the Secretary of the
Company or his office:
 
     (a) A written notice complying with the applicable rules established by the
Committee stating that the Option, or a portion thereof, is exercised. The
notice shall be signed by the Optionee or other person then entitled to exercise
the Option or such portion of the Option;
 
     (b) Such representations and documents as the Committee in its sole
discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any other
federal or state securities laws or regulations. The Committee may, in its sole
discretion, also take whatever additional actions it deems appropriate to effect
such compliance including, without limitation, placing legends on share
certificates and issuing stop-transfer notices to agents and registrars;
 
     (c) In the event that the Option shall be exercised pursuant to Section 7.1
by any person or persons other than the Optionee, appropriate proof of the right
of such person or persons to exercise the Option; and
 
     (d) Full cash payment to the Secretary of the Company for the shares with
respect to which the Option, or portion thereof, is exercised. However, the
Committee may in its discretion (i) allow a delay in payment up to thirty (30)
days from the date the Option, or portion thereof, is exercised; (ii) allow
payment, in whole or in part, through the delivery of shares of Common Stock
owned by the Optionee, duly endorsed for transfer to the Company with a Fair
Market Value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof; (iii) allow payment, in whole or in
part, through the surrender of shares of Common Stock then issuable upon
exercise of the Option having a Fair Market Value on the date of Option exercise
equal to the aggregate exercise price of the Option or exercised portion
thereof; (iv) allow payment, in whole or in part, through the delivery of
property of any kind which constitutes good and valuable consideration; (v)
allow payment, in whole or in part, through the delivery of a full recourse
promissory note bearing interest (at no less than such rate as shall then
preclude the imputation of interest under the Code) and payable upon such terms
as may be prescribed by the Committee or the Board; (vi) allow payment, in whole
or in part, through the delivery of a notice that the Optionee has placed a
market sell order with a
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broker with respect to shares of Common Stock then issuable upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the
net proceeds of the sale to the Company in satisfaction of the Option exercise
price; or (vii) allow payment through any combination of the consideration
provided in the foregoing subparagraphs (ii), (iii), (iv), (v) and (vi). In the
case of a promissory note, the Committee may also prescribe the form of such
note and the security to be given for such note. The Option may not be
exercised, however, by delivery of a promissory note or by a loan from the
Company when or where such loan or other extension of credit is prohibited by
law.
 
     5.3  Conditions to Issuance of Stock Certificates. The Company shall not be
required to issue or deliver any certificate or certificates for shares of stock
purchased upon the exercise of any Option or portion thereof prior to
fulfillment of all of the following conditions:
 
     (a) The admission of such shares to listing on all stock exchanges on which
such class of stock is then listed;
 
     (b) The completion of any registration or other qualification of such
shares under any state or federal law, or under the rulings or regulations of
the Securities and Exchange Commission or any other governmental regulatory body
which the Committee or Board shall, in its sole discretion, deem necessary or
advisable;
 
     (c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its sole discretion,
determine to be necessary or advisable;
 
     (d) The lapse of such reasonable period of time following the exercise of
the Option as the Committee may establish from time to time for reasons of
administrative convenience; and
 
     (e) The receipt by the Company of full payment for such shares, including
payment of any applicable withholding tax.
 
     5.4  Rights as Stockholders. The holders of Options shall not be, nor have
any of the rights or privileges of, stockholders of the Company in respect of
any shares purchasable upon the exercise of any part of an Option unless and
until certificates representing such shares have been issued by the Company to
such holders.
 
     5.5  Ownership and Transfer Restrictions. The Committee, in its sole
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of an Option as it deems appropriate.
Any such restriction shall be set forth in the respective Option Agreement or
any other written agreement between the Company and the Optionee and may be
referred to on the certificates evidencing such shares. The Committee may
require the Employee to give the Company prompt notice of any disposition of
shares of Common Stock acquired by exercise of an Incentive Stock Option within
(a) two years from the date of granting (including the date the Option is
modified, extended or renewed for purposes of Section 424(h) of the Code) such
Option to such Employee or (b) one year after the transfer of such shares to
such Employee. The Committee may direct that the certificates evidencing shares
acquired by exercise of an Option refer to such requirement.
 
                                   ARTICLE VI
 
                                 ADMINISTRATION
 
     6.1  Compensation Committee. The Compensation Committee (or another
committee or a subcommittee of the Board assuming the functions of the Committee
under this Plan) shall consist solely of two or more Independent Directors
appointed by and holding office at the pleasure of the Board, each of whom is a
"non-employee director" (as defined by Rule 16b-3); provided, that the
Committee, with respect to any Options intended to qualify as performance-based
compensation, shall consist solely of two or more "outside directors" for
purposes of Section 162(m) of the Code. Appointment of Committee members shall
be effective upon acceptance of appointment. Committee members may resign at any
time by delivering written notice to the Board. Vacancies in the Committee may
be filled by the Board.
 
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     6.2  Duties and Powers of Committee. It shall be the duty of the Committee
to conduct the general administration of this Plan in accordance with its
provisions. The Committee shall have the power to interpret this Plan and the
agreements pursuant to which Options are granted, and to adopt such rules for
the administration, interpretation, and application of this Plan as are
consistent therewith and to interpret, amend or revoke any such rules. Any such
grant under this Plan need not be the same with respect to each Optionee. Any
such interpretations and rules with respect to Incentive Stock Options shall be
consistent with the provisions of Section 422 of the Code. In its sole
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under this Plan except with respect to
matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations
or rules issued thereunder, are required to be determined in the sole discretion
of the Committee.
 
     6.3  Majority Rule; Unanimous Written Consent. The Committee shall act by a
majority of its members in attendance at a meeting at which a quorum is present
or by a memorandum or other written instrument signed by all members of the
Committee.
 
     6.4  Compensation; Professional Assistance; Good Faith Actions. Members of
the Committee shall receive such compensation, if any, for their services as
members as may be determined by the Board. All expenses and liabilities which
members of the Committee incur in connection with the administration of this
Plan shall be borne by the Company. The Committee may, with the approval of the
Board, employ attorneys, consultants, accountants, appraisers, brokers, or other
persons. The Committee, the Company and the Company's officers and Directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons. All actions taken and all interpretations and determinations made by
the Committee or the Board in good faith shall be final and binding upon all
Optionees, the Company and all other interested persons. No members of the
Committee or Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to this Plan or the Options, and
all members of the Committee and the Board shall be fully protected by the
Company in respect of any such action, determination or interpretation.
 
                                  ARTICLE VII
 
                            MISCELLANEOUS PROVISIONS
 
     7.1  Not Transferable. Options under this Plan may not be sold, pledged,
assigned, or transferred in any manner other than by will or the laws of descent
and distribution or pursuant to a QDRO, unless and until such Options have been
exercised, or the shares underlying such Options have been issued, and all
restrictions applicable to such shares have lapsed. No Option or interest or
right therein shall be liable for the debts, contracts or engagements of the
Optionee or his successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means whether such disposition be voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect, except to the extent that such disposition is
permitted by the preceding sentence.
 
     During the lifetime of the Optionee only he may exercise an Option granted
to him under the Plan, unless it has been disposed of pursuant to a QDRO. After
the death of the Optionee, any exercisable portion of an Option may, prior to
the time when such portion becomes unexercisable under the Plan or the
applicable Option Agreement or other agreement, be exercised by his personal
representative or by any person empowered to do so under the deceased Optionee's
will or under the then applicable laws of descent and distribution.
 
     7.2  Amendment, Suspension or Termination of this Plan. Except as otherwise
provided in this Section 7.2, this Plan may be wholly or partially amended or
otherwise modified, suspended or terminated at any time or from time to time by
the Board or the Committee. However, without approval of the Company's
stockholders given within twelve months before or after the action by the Board
or the Committee, no action of the Board or the Committee may, except as
provided in Section 7.3, increase the limits imposed in Section 2.1 on the
maximum number of shares which may be issued under this Plan, and no action of
the
 
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Board or the Committee may be taken that would otherwise require stockholder
approval as a matter of applicable law, regulation or rule. Furthermore, no
modification of the Award Limit shall be effective prior to the approval of the
Company's stockholders. No amendment, suspension or termination of this Plan
shall, without the consent of the holder of Options, alter or impair any rights
or obligations under any Options theretofore granted or awarded, unless the
award itself otherwise expressly so provides. No Options may be granted or
awarded during any period of suspension or after termination of this Plan, and
in no event may any Incentive Stock Option be granted under this Plan after the
first to occur of the following events:
 
     (a) The expiration of ten years from the date the Plan is adopted by the
Board; or
 
     (b) The expiration of ten years from the date the Plan is approved by the
Company's stockholders under Section 7.4.
 
     7.3  Changes in Common Stock or Assets of the Company, Acquisition or
Liquidation of the Company and Other Corporate Events.
 
     (a) Subject to Section 7.3(d), in the event that the Committee determines
that any dividend or other distribution (whether in the form of cash, Common
Stock, other securities, or other property), recapitalization, reclassification,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale,
transfer, exchange or other disposition of all or substantially all of the
assets of the Company (including, but not limited to, a Sale of the Company), or
exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event, in the Committee's
sole discretion, affects the Common Stock such that an adjustment is determined
by the Committee to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan or with respect to an Option then the Committee shall, in such manner as it
may deem equitable, adjust any or all of
 
          (i) the number and kind of shares of Common Stock (or other securities
     or property) with respect to which Options may be granted under the Plan
     (including, but not limited to, adjustments of the limitations in Section
     2.1 on the maximum number and kind of shares which may be issued and
     adjustments of the Award Limit),
 
          (ii) the number and kind of shares of Common Stock (or other
     securities or property) subject to outstanding Options, and
 
          (iii) the grant or exercise price with respect to any Option.
 
     (b) Subject to Sections 7.3(b)(vi) and 7.3(d), in the event of any Sale of
the Company or other transaction or event described in Section 7.3(a) or any
unusual or nonrecurring transactions or events affecting the Company, any
affiliate of the Company, or the financial statements of the Company or any
affiliate, or of changes in applicable laws, regulations, or accounting
principles, the Committee in its discretion is hereby authorized to take any one
or more of the following actions whenever the Committee determines that such
action is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or
with respect to any Option under this Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles:
 
          (i) In its sole discretion, and on such terms and conditions as it
     deems appropriate, the Committee may provide, either by the terms of the
     applicable Option Agreement or by action taken prior to the occurrence of
     such transaction or event and either automatically or upon the Optionee's
     request, for either the purchase of any such Option for an amount of cash
     equal to the amount that could have been attained upon the exercise of such
     Option or realization of the Optionee's rights had such Option been
     currently exercisable or fully vested or the replacement of such Option
     with other rights or property selected by the Committee in its sole
     discretion;
 
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<PAGE>   11
 
          (ii) In its sole discretion, the Committee may provide, either by the
     terms of such Option Agreement or by action taken prior to the occurrence
     of such transaction or event that it cannot vest or be exercised after such
     event;
 
          (iii) In its sole discretion, and on such terms and conditions as it
     deems appropriate, the Committee may provide, either by the terms of such
     Option Agreement or by action taken prior to the occurrence of such
     transaction or event, that for a specified period of time prior to such
     transaction or event, such Option shall be exercisable as to all shares
     covered thereby, notwithstanding anything to the contrary in (A) Section
     4.4 or (B) the provisions of the applicable Option Agreement;
 
          (iv) In its sole discretion, and on such terms and conditions as it
     deems appropriate, the Committee may provide, either by the terms of such
     Option or by action taken prior to the occurrence of such transaction or
     event, that upon such event, such Option be assumed by the successor or
     survivor corporation, or a parent or subsidiary thereof, or shall be
     substituted for by similar Options covering the stock of the successor or
     survivor corporation, or a parent or subsidiary thereof, with appropriate
     adjustments as to the number and kind of shares and prices; and
 
          (v) In its sole discretion, and on such terms and conditions as it
     deems appropriate, the Committee may make adjustments in the number and
     type of shares of Common Stock (or other securities or property) subject to
     outstanding Options and/or in the terms and conditions of (including the
     grant or exercise price), and the criteria included in, outstanding Options
     which may be granted in the future.
 
          (vi) Notwithstanding Sections 7.3(b)(i) through (v), in the event of
     any Sale of the Company, each outstanding Option shall, immediately prior
     to the effective date of the Sale of the Company, automatically become
     fully exercisable for all of the shares of Common Stock at the time subject
     thereto. However, an outstanding Option shall not so accelerate if and to
     the extent: (A) such Option is, in connection with the Sale of the Company,
     to remain outstanding for securities of the Company following such
     transaction, to be assumed by the successor or survivor corporation (or
     parent thereof) or to be replaced with a comparable right with respect to
     shares of the capital stock of the successor or survivor corporation (or
     parent thereof) or (B) the acceleration of exercisability of such Option is
     subject to other limitations imposed by the Committee at the time of grant.
     The determination of comparability of rights under clause (A) above shall
     be made by the Committee, and its determination shall be final, binding and
     conclusive.
 
     (c) Subject to Sections 7.3(d) and 7.7, the Committee may, in its
discretion, include such further provisions and limitations in any Option
Agreement as it may deem equitable and in the best interests of the Company.
 
     (d) With respect to Options which are granted to Section 162(m)
Participants and are intended to qualify as performance-based compensation under
Section 162(m)(4)(C), no adjustment or action described in this Section 10.3 or
in any other provision of the Plan shall be authorized to the extent that such
adjustment or action would cause the Plan to violate Section 422(b)(1) of the
Code or would cause such Option to fail to so qualify under Section
162(m)(4)(C), as the case may be, or any successor provisions thereto.
Furthermore, no such adjustment or action shall be authorized to the extent such
adjustment or action would result in short-swing profits liability under Section
16 or violate the exemptive conditions of Rule 16b-3 unless the Committee
determines that the Option is not to comply with such exemptive conditions. The
number of shares of Common Stock subject to any Option shall always be rounded
to the next whole number.
 
     7.4  Approval of Plan by Stockholders. This Plan will be submitted for the
approval of the Company's stockholders within twelve months after the date of
the Board's initial adoption of this Plan and in any event no later than the
first meeting of the Company's stockholders following such adoption. Options may
be granted prior to such stockholder approval, provided that such Options shall
not be exercisable prior to the time when this Plan is approved by the
stockholders, and provided further that if such approval has not been obtained
at the end of said twelve-month period, all Options previously granted shall
thereupon be canceled and become null and void.
 
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<PAGE>   12
 
     7.5  Tax Withholding. The Company shall be entitled to require payment in
cash or deduction from other compensation payable to each Optionee of any sums
required by federal, state or local tax law to be withheld with respect to the
issuance, vesting, exercise or payment of any Option. The Committee may in its
discretion and in satisfaction of the foregoing requirement allow such Optionee
to elect to have the Company withhold shares of Common Stock otherwise issuable
under such Option (or allow the return of shares of Common Stock) having a Fair
Market Value equal to the sums required to be withheld.
 
     7.6  Loans. The Committee may, in its discretion, extend one or more loans
to key Employees in connection with the exercise or receipt of an Option granted
under this Plan. The terms and conditions of any such loan shall be set by the
Committee.
 
     7.7  Limitations Applicable to Section 16 Persons and Performance-Based
Compensation. Notwithstanding any other provision of this Plan, this Plan, and
any Option awarded, to any individual who is then subject to Section 16 of the
Exchange Act, shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule. To the extent permitted by applicable law,
the Plan and Options granted hereunder shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule. Furthermore,
notwithstanding any other provision of this Plan, any Option which is granted to
a Section 162(m) Participant and is intended to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code shall be subject
to any additional limitations set forth in Section 162(m) of the Code (including
any amendment to Section 162(m) of the Code) or any regulations or rulings
issued thereunder that are requirements for qualification as performance-based
compensation as described in Section 162(m)(4)(C) of the Code, and this Plan
shall be deemed amended to the extent necessary to conform to such requirements.
 
     7.8  Effect of Plan Upon Options and Compensation Plans. The adoption of
this Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Subsidiary. Nothing in this Plan shall be construed to
limit the right of the Company (a) to establish any other forms of incentives or
compensation for Employees, or Consultants of the Company or any Subsidiary or
(b) to grant or assume options otherwise than under this Plan in connection with
any proper corporate purpose including but not by way of limitation, the grant
or assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, partnership, limited liability company, firm or association.
 
     7.9  Compliance with Laws. This Plan and the granting and vesting of
Options under this Plan are subject to compliance with all applicable federal
and state laws, rules and regulations (including but not limited to state and
federal securities law and federal margin requirements) and to such approvals by
any listing, regulatory or governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection therewith. Any
securities delivered under this Plan shall be subject to such restrictions, and
the person acquiring such securities shall, if requested by the Company, provide
such assurances and representations to the Company as the Company may deem
necessary or desirable to assure compliance with all applicable legal
requirements. To the extent permitted by applicable law, the Plan and the
Options granted hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.
 
     7.10  Titles. Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this Plan.
 
     7.11  Governing Law. This Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws thereof.
 
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