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                                                                    Exhibit 10.2

                          NAPRO BIOTHERAPEUTICS, INC.
                   1994 Long-Term Performance Incentive Plan


     1.  Purpose.  The purpose of the 1994 Long-Term Performance Incentive Plan
of NaPro BioTherapeutics, Inc. (the "Plan") is to advance the interests of NaPro
BioTherapeutics, Inc., a Delaware corporation (the "Company"), and its
stockholders by providing incentives to certain employees of the Company and to
certain other key individuals who perform services for the Company, including
those who contribute significantly to the strategic and long-term performance
objectives and growth of the Company.  In the case of options granted to the
Company's non-employee directors, the Plan is intended to more closely align the
interests of such directors with the Company's stockholders.

     2.  Administration.  The Plan shall be administered solely by the Board of
Directors (the "Board") of the Company or, if the Board shall so designate, by a
committee of the Board that shall be comprised of not fewer than two directors
(the "Committee"); provided that if at any time Rule 16b-3 or any successor rule
("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Section 162(m) of the Internal Revenue Code of 1986, as
amended, or any successor statutory provision thereto (the "Code"), and any
implementing regulations (and any successor provisions thereof), so permit
without adversely affecting the ability of the Plan to comply with the
conditions for exemption from Section 16 of the Exchange Act (or any successor
provision) provided by Rule 16b-3 and the exemption from the limitations on the
deductibility of certain executive compensation provided by Section 162(m), the
Committee may delegate the administration of the Plan in whole or in part, on
such terms and conditions, to such other person or persons as it may determine
in its discretion.  References to the Committee hereunder shall include the
Board where appropriate.  The membership of the Committee or such successor
committee shall be constituted so as to comply at all times with the applicable
requirements of Rule 16b-3 and Section 162(m).  No member of the Committee shall
have within one year prior to his appointment received awards under the Plan
("Awards") or under any other plan, program or arrangement of the Company or any
of its affiliates if such receipt would cause such member to cease to be a
"disinterested person" under Rule 16b-3; provided that if at any time Rule 16b-3
so permits without adversely affecting the ability of the Plan to comply with
the conditions for exemption from Section 16 of the Exchange Act (or any
successor provision) provided by Rule 16b-3, one or more members of the
Committee may cease to be a "disinterested person."

     The Committee has all the powers vested in it by the terms of the Plan set
forth herein, such powers to include exclusive authority (except as may be
delegated as permitted herein) (i) to select the employees and other key
individuals to be granted Awards under the Plan, (ii) to determine the type,
size and terms of the Award to be made to each individual selected, subject to
the limitations set forth in Paragraph 4(b), (iii) to modify the terms of any
Award that has been granted, (iv) to determine the time when Awards will be
granted, (v) to establish performance objectives, (vi) to make any adjustments
necessary or desirable as a result of the granting of
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Awards to eligible individuals located outside the United States and (vii) to
prescribe the form of the instruments embodying Awards made under the Plan;
provided, however, that the terms of the formula plan set forth in Paragraph 9
shall not be subject to the discretion of the Committee.  The Committee is
authorized (A) to interpret the Plan and the Awards granted under the Plan, (B)
to establish, amend and rescind any rules and regulations relating to the Plan,
and (C) to make any other determinations which it deems necessary or desirable
for the administration of the Plan.  The Committee (or its delegate as permitted
herein) may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect.  Any decision of
the Committee (or its delegate as permitted herein) in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned.  The Committee may act only by a majority of its members in office,
except that the members thereof may authorize any one or more of their members
or any officer of the Company to execute and deliver documents or to take any
other ministerial action on behalf of the Committee with respect to Awards made
or to be made to Plan participants.  No member of the Committee and no officer
of the Company shall be liable for anything done or omitted to be done by him,
by any other member of the Committee or by any officer of the Company in
connection with the performance of duties under the Plan, except for his own
willful misconduct or as expressly provided by statute.  Determinations to be
made by the Committee under the Plan may be made by its delegates as permitted
herein.


     3.  Eligibility.  Consistent with the purposes of the Plan, the Committee
shall have exclusive power (except as may be delegated as permitted herein) to
select the key employees and other key individuals performing services for the
Company and any of its subsidiaries who may participate in the Plan and be
granted Awards under the Plan.  Eligible individuals may be selected
individually or by groups or categories, as determined by the Committee in its
discretion.  No non-employee director of the Company shall be eligible to
receive an Award under the Plan, except pursuant to the formula plan set forth
in Paragraph 9.

     4.  Awards under the Plan.

     (a) Types of Awards.  Awards under the Plan may include, but need not be
limited to, one or more of the following types, either alone or in any
combination thereof: (i) "Stock Options," (ii) "Stock Appreciation Rights,"
(iii) "Restricted Stock," (iv) "Performance Grants" and (v) any other type of
Award deemed by the Committee in its discretion to be consistent with the
purposes of the Plan (including, but not limited to, Awards of or options or
similar rights granted with respect to unbundled stock units or components
thereof, and Awards to be made to participants who are foreign nationals or are
employed or performing services outside the United States).  Stock Options,
which include "Nonqualified Stock Options" (which may be awarded to participants
or sold at a price determined by the Committee ("Purchased Options")) and
"Incentive Stock Options" or combinations thereof, are rights to purchase common
shares of the Company having a par value of $.0075 per share and stock of any
other class into which such shares may thereafter be changed (the "Common
Shares").  Nonqualified Stock Options and Incentive Stock Options are subject to
the terms, conditions and restrictions specified in
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Paragraph 5.  Stock Appreciation Rights are rights to receive (without payment
to the Company) cash, Common Shares, other Company securities (which may
include, but need not be limited to, unbundled stock units or components
thereof, debentures, preferred stock, warrants, securities convertible into
Common Shares or other property ("Other Company Securities")) or property, or
other forms of payment, or any combination thereof, as determined by the
Committee, based on the increase in the value of the number of Common Shares
specified in the Stock Appreciation Right.  Stock Appreciation Rights are
subject to the terms, conditions and restrictions specified in Paragraph 6.
Shares of Restricted Stock are Common Shares which are issued subject to certain
restrictions pursuant to Paragraph 7.  Performance Grants are contingent awards
subject to the terms, conditions and restrictions described in Paragraph 8,
pursuant to which the participant may become entitled to receive cash, Common
Shares, Other Company Securities or property, or other forms of payment, or any
combination thereof, as determined by the Committee.

     (b) Maximum Number of Shares that May be Issued.  There may be issued under
the Plan (as Restricted Stock, in payment of Performance Grants, pursuant to the
exercise of Stock Options or Stock Appreciation Rights, or in payment of or
pursuant to the exercise of such other Awards as the Committee, in its
discretion, may determine) an aggregate of not more than 875,000 Common Shares,
subject to adjustment as provided in Paragraph 15, of which 180,000 shall be
available for grant pursuant to the formula plan set forth in Paragraph 9.  The
maximum number of underlying Common Shares which any participant may be granted
under Stock Options, Stock Appreciation Rights, Restricted Stock, Performance
Grants or any other Award in any one taxable year of the Company shall not
exceed  200,000 Common Shares.  Common Shares issued pursuant to the Plan may be
either authorized but unissued shares, treasury shares, reacquired shares, or
any combination thereof.  If any Common Shares issued as Restricted Stock or
otherwise subject to repurchase or forfeiture rights are reacquired by the
Company pursuant to such rights, or if any Award is canceled, terminates or
expires unexercised, any Common Shares that would otherwise have been issuable
pursuant thereto will be available for issuance under new Awards.

     (c) Rights with respect to Common Shares and Other Securities.

               (i) Unless otherwise determined by the Committee in its
     discretion, a participant to whom an Award of Restricted Stock has been
     made (and any person succeeding to such a participant's rights pursuant to
     the Plan) shall have, after issuance of a certificate for the number of
     Common Shares awarded and prior to the expiration of the Restricted Period
     (as hereinafter defined), ownership of such Common Shares, including the
     right to vote the same and to receive dividends or other distributions made
     or paid with respect to such Common Shares (provided that such Common
     Shares, and any new, additional or different shares, or Other Company
     Securities or property, or other forms of consideration which the
     participant may be entitled to receive with respect to such Common Shares
     as a result of a stock split, stock dividend or any other change in the
     corporation or capital structure of the Company, shall be subject to the
     restrictions hereinafter described as determined by the Committee in its
     discretion), subject, however, to the options, restrictions and limitations
     imposed thereon pursuant to the Plan. Notwithstanding the foregoing, a
     participant with whom an Award agreement is made to
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     issue Common Shares in the future, shall have no rights as a stockholder
     with respect to Common Shares related to such agreement until issuance of a
     certificate to him.

               (ii) Unless otherwise determined by the Committee in its
     discretion, a participant to whom a grant of Stock Options, Stock
     Appreciation Rights, Performance Grants or any other Award is made (and any
     person succeeding to such a participant's rights pursuant to the Plan)
     shall have no rights as a stockholder with respect to any Common Shares or
     as a holder with respect to other securities, if any, issuable pursuant to
     any such Award until the date of the issuance of a stock certificate to him
     for such Common Shares or other instrument of ownership, if any. Except as
     provided in Paragraph 15, no adjustment shall be made for dividends,
     distributions or other rights (whether ordinary or extraordinary, and
     whether in cash, securities, other property or other forms of
     consideration, or any combination thereof) for which the record date is
     prior to the date such stock certificate or other instrument of ownership,
     if any, is issued.

     5.  Stock Options.  The Committee may grant or sell Stock Options either
alone, or in conjunction with Stock Appreciation Rights, Performance Grants or
other Awards, either at the time of grant or by amendment thereafter; provided
that an Incentive Stock Option may be granted only to an eligible employee of
the Company or any parent or subsidiary corporation.  Each Stock Option
(referred to herein as an "Option") granted or sold under the Plan shall be
evidenced by an instrument in such form as the Committee shall prescribe from
time to time in accordance with the Plan and shall comply with the following
terms and conditions, and with such other terms and conditions, including, but
not limited to, restrictions upon the Option or the Common Shares issuable upon
exercise thereof, as the Committee, in its discretion, shall establish:

     (a) Subject to the terms of options granted pursuant to the formula plan
set forth in Paragraph 9, the option price may be equal to or greater than the
fair market value of the Common Shares subject to such Option at the time the
Option is granted, as determined by the Committee, but in no event may such
option price be less than the fair market value of the underlying Common Shares
at the time the Option is granted; provided, however, that in the case of an
Incentive Stock Option granted to an employee who owns stock representing more
than ten percent of the voting power of all classes of stock of the Company or
any parent or subsidiary (a "Ten Percent Employee"), such option price shall not
be less than 110% of such fair market value at the time the Option is granted.

     (b) Subject to the per participant limitation set forth in Paragraph 4(b)
and the formula plan set forth in Paragraph 9, the Committee shall determine the
number of Common Shares to be subject to each Option.  The number of Common
Shares subject to an outstanding Option may be reduced on a share-for-share or
other appropriate basis, as determined by the Committee, to the extent that
Common Shares under such Option are used to calculate the cash, Common Shares,
Other Company Securities or property, or other forms of payment, or any
combination thereof, received pursuant to exercise of a Stock Appreciation Right
attached to such Option, or to the extent that any other Award granted in
conjunction with such Option is paid.
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     (c) The Option may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent and
distribution, and shall be exercisable during the grantee's lifetime only by
him.  Unless the Committee determines otherwise, the Option shall not be
exercisable for at least six months after the date of grant, unless the grantee
ceases employment or performance of services before the expiration of such six-
month period by reason of his disability as defined in Paragraph 13 or his
death.

     (d) The Option shall not be exercisable:

         (i)   in the case of any Incentive Stock Option granted to a Ten
     Percent Employee, after the expiration of five years from the date it is
     granted, and, in the case of any other Option, after the expiration of ten
     years from the date it is granted. Subject to the terms of the formula plan
     set forth in Paragraph 9, any Option may be exercised during such period
     only at such time or times and in such installments as the Committee may
     establish;

         (ii)  unless payment in full is made for the shares being acquired
     thereunder at the time of exercise; such payment shall be made in such form
     (including, but not limited to, cash, Common Shares, or the surrender of
     another outstanding Award under the Plan, or any combination thereof) as
     the Committee may determine in its discretion; and

         (iii) unless the person exercising the Option has been, at all times
     during the period beginning with the date of the grant of the Option and
     ending on the date of such exercise, employed by or otherwise preforming
     services for the Company, or a corporation, or a parent or subsidiary of a
     corporation, substituting or assuming the Option in a transaction to which
     Section 424(a) of the Code is applicable, except that

               (A) if an employee of the Company or a person performing services
         for the Company other than as a director shall cease such employment or
         performance of services (other than by a termination or removal for
         cause) while holding an Option which has not expired and has not been
         fully exercised, such person, at any time within 90 days (or such
         period determined by the Committee) after the date he ceased such
         employment or performance of services (but in no event after the Option
         has expired), may exercise the Option with respect to any shares as to
         which he could have exercised the Option on the date he ceased such
         employment or performance of services, or with respect to such greater
         number of shares as determined by the Committee; or

               (B) if a non-employee director of the Company shall resign or
         shall otherwise be removed (other than a removal for cause) while
         holding an Option which has not expired and has not been fully
         exercised, such non-employee director, at any time within three years
         (or such period determined by the Committee) after the date he ceased
         to be a director (but in no event after the Option has expired), may
         exercise the Option with respect to any shares as to
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         which he could have exercised the Option on the date he ceased to be a
         director, or with respect to such greater number of shares as
         determined by the Committee; or

               (C) if such person shall cease such employment or performance of
         services by reason of his disability as defined in Paragraph 13 or
         early, normal or deferred retirement under an approved retirement
         program of the Company (or such other plan or arrangement as may be
         approved by the Committee, in its discretion, for this purpose) while
         holding an Option which has not expired and has not been fully
         exercised, such person, at any time within three years (or such period
         determined by the Committee) after the date he ceased such employment
         or performance of services (but in no event after the Option has
         expired), may exercise the Option with respect to any shares as to
         which he could have exercised the Option on the date he ceased such
         employment or performance of services, or with respect to such greater
         number of shares as determined by the Committee; in the event that such
         a disabled person, within three years following termination of
         employment, resumes his employment or performance of services for the
         Company: (i) such person may exercise such Option with respect to all
         shares underlying such Option as originally granted; provided that, to
         the extent that any of such shares were not exercisable at the time of
         such person's termination of employment or performance of services by
         reason of disability, such person may exercise such Option with respect
         to such unexercisable shares only in accordance with a revised vesting
         schedule as determined by the Committee and (ii) the expiration date of
         such Option shall be automatically extended by a period of time equal
         to the period commencing on the date that such person's employment or
         performance of services for the Company was terminated by reason of
         disability and ending on the date such person resumed employment or
         performance of services for the Company; provided that, notwithstanding
         the foregoing, the expiration date of any Incentive Stock Option shall
         not in any case be so extended; or

              (D) if any person to whom an Option has been granted shall die
         holding an Option which has not expired and has not been fully
         exercised, his executors, administrators, heirs or distributees, as the
         case may be, may, at any time within one year (or such other period
         determined by the Committee) after the date of death (but in no event
         after the Option has expired), exercise the Option with respect to any
         shares as to which the decedent could have exercised the Option at the
         time of his death, or with respect to such greater number of shares as
         determined by the Committee.

     (e) In the case of an Incentive Stock Option, the amount of the aggregate
fair market value of Common Shares (determined at the time of grant of the
Option pursuant to subparagraph 5(a) of the Plan) with respect to which
incentive stock options are exercisable for the first time by an employee during
any calendar year (under all such plans of his employer corporation and its
parent and subsidiary corporations) shall not exceed $100,000.
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     (f) It is the intent of the Company that Nonqualified Stock Options granted
under the Plan not be classified as Incentive Stock Options, that the Incentive
Stock Options granted under the Plan be consistent with and contain or be deemed
to contain all provisions required under Section 422 and the other appropriate
provisions of the Code and any implementing regulations (and any successor
provisions thereof), and that any ambiguities in construction shall be
interpreted in order to effectuate such intent.

     (g) A Purchased Option may contain such additional terms not inconsistent
with this Plan, including, but not limited to, the circumstances under which the
purchase price of such Purchased Option may be returned to the optionee, as the
Committee may determine in its sole discretion.

     6.  Stock Appreciation Rights.  The Committee may grant Stock Appreciation
Rights either alone, or in conjunction with Stock Options, Performance Grants or
other Awards, either at the time of grant or by amendment thereafter.  Each
Award of Stock Appreciation Rights granted under the Plan shall be evidenced by
an instrument in such form as the Committee shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions, and with such other terms and conditions, including, but not limited
to, restrictions upon the Award of Stock Appreciation Rights or the Common
Shares issuable upon exercise thereof, as the Committee, in its discretion,
shall establish:

     (a) Subject to the per participant limitation set forth in Paragraph 4(b),
the Committee shall determine the number of Common Shares to be subject to each
Award of Stock Appreciation Rights.  The number of Common Shares subject to an
outstanding Award of Stock Appreciation Rights may be reduced on a share-for-
share or other appropriate basis, as determined by the Committee, to the extent
that Common Shares under such Award of Stock Appreciation Rights are used to
calculate the cash, Common Shares, Other Company Securities or property, or
other forms of payment, or any combination thereof, received pursuant to
exercise of an Option attached to such Award of Stock Appreciation Rights, or to
the extent that any other Award granted in conjunction with such Award of Stock
Appreciation Rights is paid.

     (b) The Award of Stock Appreciation Rights may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by will or
the laws of descent and distribution, and shall be exercisable during the
grantee's lifetime only by him.  Unless the Committee determines otherwise, the
Award of Stock Appreciation Rights shall not be exercisable for at least six
months after the date of grant, unless the grantee ceases employment or
performance of services before the expiration of such six-month period by reason
of his disability as defined in Paragraph 13 or his death.

     (c) The Award of Stock Appreciation Rights shall not be exercisable:

         (i)   in the case of any Award of Stock Appreciation Rights which is
     attached to an Incentive Stock Option granted to a Ten Percent Employee,
     after the expiration of five years from the date it is granted, and, in the
     case of any other Award of Stock Appreciation Rights, after the expiration
     of ten years from the date it is granted. Any
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     Award of Stock Appreciation Rights may be exercised during such period only
     at such time or times and in such installments as the Committee may
     establish;

         (ii)  unless the Option or other Award to which the Award of Stock
     Appreciation Rights is attached is at the time exercisable; and

         (iii) unless the person exercising the Award of Stock Appreciation
     Rights has been, at all times during the period beginning with the date of
     the grant thereof and ending on the date of such exercise, employed by or
     otherwise performing services for the Company, except that

               (A) if such person shall cease such employment or performance of
         services by reason of his disability as defined in Paragraph 13 or
         early, normal or deferred retirement under an approved retirement
         program of the Company (or such other plan or arrangement as may be
         approved by the Committee, in its discretion, for this purpose) while
         holding an Award of Stock Appreciation Rights which has not expired and
         has not been fully exercised, such person may, at any time within three
         years (or such other period determined by the Committee) after the date
         he ceased such employment or performance of services (but in no event
         after the Award of Stock Appreciation Rights has expired), exercise the
         Award of Stock Appreciation Rights with respect to any shares as to
         which he could have exercised the Award of Stock Appreciation Rights on
         the date he ceased such employment or performance of services, or with
         respect to such greater number of shares as determined by the
         Committee; or

               (B) if any person to whom an Award of Stock Appreciation Rights
         has been granted shall die holding an Award of Stock Appreciation
         Rights which has not expired and has not been fully exercised, his
         executors, administrators, heirs or distributees, as the case may be,
         may at any time within one year (or such other period determined by the
         Committee) after the date of death (but in no event after the Award of
         Stock Appreciation Rights has expired), exercise the Award of Stock
         Appreciation Rights with respect to any shares as to which the decedent
         could have exercised the Award of Stock Appreciation Rights at the time
         of his death, or with respect to such greater number of shares as
         determined by the Committee.

     (d) An Award of Stock Appreciation Rights shall entitle the holder (or any
person entitled to act under the provisions of subparagraph 6(c)(iii)(B) hereof)
to exercise such Award or to surrender unexercised the Option (or other Award)
to which the Stock Appreciation Right is attached (or any portion of such Option
or other Award) to the Company and to receive from the Company in exchange
thereof, without payment to the Company, that number of Common Shares having an
aggregate value equal to (or, in the discretion of the Committee, less than) the
excess of the fair market value of one share, at the time of such exercise, over
the exercise price (or Option Price, as the case may be), times the number of
shares subject to the Award or the Option (or other Award), or portion thereof,
which is so exercised or surrendered, as the case
<PAGE>

may be.  The Committee shall be entitled in its discretion to elect to settle
the obligation arising out of the exercise of a Stock Appreciation Right by the
payment of cash or Other Company Securities or property, or other forms of
payment, or any combination thereof, as determined by the Committee, equal to
the aggregate value of the Common Shares it would otherwise be obligated to
deliver.  Any such election by the Committee shall be made as soon as
practicable after the receipt by the Committee of written notice of the exercise
of the Stock Appreciation Right.  The value of a Common Share, Other Company
Securities or property, or other forms of payment determined by the Committee
for this purpose shall be the fair market value thereof on the last business day
next preceding the date of the election to exercise the Stock Appreciation
Right, unless the Committee, in its discretion, determines otherwise.

     (e) A Stock Appreciation Right may provide that it shall be deemed to have
been exercised at the close of business on the business day preceding the
expiration date of the Stock Appreciation Right or of the related Option (or
other Award), or such other date as specified by the Committee, if at such time
such Stock Appreciation Right has a positive value.  Such deemed exercise shall
be settled or paid in the same manner as a regular exercise thereof as provided
in subparagraph 6(d) hereof.

     (f) No fractional shares may be delivered under this Paragraph 6, but in
lieu thereof a cash or other adjustment shall be made as determined by the
Committee in its discretion.

     7.  Restricted Stock.  Each Award of Restricted Stock under the Plan shall
be evidenced by an instrument in such form as the Committee shall prescribe from
time to time in accordance with the Plan and shall comply with the following
terms and conditions, and with such other terms and conditions as the Committee,
in its discretion, shall establish:

     (a) Subject to the per participant limitation set forth in Paragraph 4(b),
the Committee shall determine the number of Common Shares to be issued to a
participant pursuant to the Award, and the extent, if any, to which they shall
be issued in exchange for cash, other consideration, or both.

     (b) Restricted Stock awarded to a participant in accordance with the Award
shall be subject to the following restrictions until the expiration of such
period as the Committee shall determine, from the date on which the Award is
granted (the "Restricted Period"):  (i) a participant to whom an award of
Restricted Stock is made shall be issued, but shall not be entitled to, the
delivery of a stock certificate, (ii) the Restricted Stock shall not be
transferable prior to the end of the Restricted Period, (iii) the Restricted
Stock shall be forfeited and the stock certificate shall be returned to the
Company and all rights of the holder of such Restricted Stock to such shares and
as a shareholder shall terminate without further obligation on the part of the
Company if the participant's continuous employment or performance of services
for the Company shall terminate for any reason prior to the end of the
Restricted Period, except as otherwise provided in subparagraph 7(c), and (iv)
such other restrictions as determined by the Committee in its discretion.
<PAGE>

     (c) If a participant who has been in continuous employment or performance
of services for the Company since the date on which a Restricted Stock Award was
granted to him shall, while in such employment or performance of services, die,
or terminate such employment or performance of services by reason of disability
as defined in Paragraph 13 or by reason of early, normal or deferred retirement
under an approved retirement program of the Company (or such other plan or
arrangement as may be approved by the Committee in its discretion, for this
purpose) and any of such events shall occur after the date on which the Award
was granted to him and prior to the end of the Restricted Period of such Award,
the Committee may determine to cancel any and all restrictions on any or all of
the Common Shares subject to such Award.

     8.  Performance Grants.  The Award of the Performance Grant ("Performance
Grant") to a participant will entitle him to receive a specified amount
determined by the Committee (the "Actual Value"), if the terms and conditions
specified herein and in the Award are satisfied.  Each Award of a Performance
Grant shall be subject to the following terms and conditions, and to such other
terms and conditions, including, but not limited to, restrictions upon any cash,
Common Shares, Other Company Securities or property, or other forms of payment,
or any combination thereof, issued in respect of the Performance Grant, as the
Committee, in its discretion, shall establish, and shall be embodied in an
instrument in such form and substance as is determined by the Committee:

     (a) Subject to the per participant limitation set forth in Paragraph 4(b),
the Committee shall determine the value or range of values of a Performance
Grant to be awarded to each participant selected for an Award and whether or not
such a Performance Grant is granted in conjunction with an Award of Options,
Stock Appreciation Rights, Restricted Stock or other Award, or any combination
thereof, under the Plan (which may include, but need not be limited to, deferred
Awards) concurrently or subsequently, granted to the participant (the
"Associated Award").  As determined by the Committee, the maximum value of each
Performance Grant (the "Maximum Value") shall be:  (i) an amount fixed by the
Committee at the time the Award is made or amended thereafter, (ii) an amount
which varies from time to time based in whole or in part on the then current
value of the Common Shares, Other Company Securities or property, or other
securities or property, or any combination thereof or (iii) an amount that is
determinable from criteria specified by the Committee.  Performance Grants may
be issued in different classes or series having different names, terms and
conditions.  In the case of a Performance Grant awarded in conjunction with an
Associated Award, the Performance Grant may be reduced on an appropriate basis
to the extent that the Associated Award has been exercised, paid to or otherwise
received by the participant, as determined by the Committee.

     (b) The award period ("Award Period") related to any Performance Grant
shall be a period determined by the Committee.  At the time each Award is made,
the Committee shall establish performance objectives to be attained within the
Award Period as the means of determining the Actual Value of such a Performance
Grant.  The performance objectives shall be based on such measure or measures of
performance, which may include, but need not be limited to, the performance of
the participant, the Company, one or more of its subsidiaries or one or more of
their divisions or units, or any combination of the foregoing, as the Committee
shall determine, and may be applied on an absolute basis or be relative to
industry or other indices, or
<PAGE>

any combination thereof.  The Actual Value of a Performance Grant shall be equal
to its Maximum Value only if the performance objectives are attained in full,
but the Committee shall specify the manner in which the Actual Value of
Performance Grants shall be determined if the performance objectives are met in
part.  Such performance measures, the Actual Value or the Maximum Value, or any
combination thereof, may be adjusted in any manner by the Committee in its
discretion at any time and from time to time during or as soon as practicable
after the Award Period, if it determines that such performance measures, the
Actual Value or the Maximum Value, or any combination thereof, are not
appropriate under the circumstances.

     (c) The rights of a participant in Performance Grants awarded to him shall
be provisional and may be canceled or paid in whole or in part, all as
determined by the Committee, if the participant's continuous employment or
performance of services for the Company shall terminate for any reason prior to
the end of the Award Period.

     (d) The Committee shall determine whether the conditions of subparagraph
8(b) or 8(c) hereof have been met and, if so, shall ascertain the Actual Value
of the Performance Grants.  If the Performance Grants have no Actual Value, the
Award and such Performance Grants shall be deemed to have been canceled and the
Associated Award, if any, may be canceled or permitted to continue in effect in
accordance with its terms.  If the Performance Grants have any Actual Value and:

         (i)   were not awarded in conjunction with an Associated Award, the
     Committee shall cause an amount equal to the Actual Value of the
     Performance Grants earned by the participant to be paid to him or his
     beneficiary as provided below; or

         (ii)  were awarded in conjunction with an Associated Award, the
     Committee shall determine, in accordance with criteria specified by the
     Committee (A) to cancel the Performance Grants, in which event no amount in
     respect thereof shall be paid to the participant or his beneficiary, and
     the Associated Award may be permitted to continue in effect in accordance
     with its terms, (B) to pay the Actual Value of the Performance Grants to
     the participant or his beneficiary as provided below, in which event the
     Associated Award may be canceled or (C) to pay to the participant or his
     beneficiary as provided below, the Actual Value of only a portion of the
     Performance Grants, in which event all or a portion of the Associated Award
     may be permitted to continue in effect in accordance with its terms or be
     canceled, as determined by the Committee.

     Such determination by the Committee shall be made as promptly as
practicable following the end of the Award Period or upon the earlier
termination of employment or performance of services, or at such other time or
times as the Committee shall determine, and shall be made pursuant to criteria
specified by the Committee.

     Payment of any amount in respect of the Performance Grants which the
Committee determines to pay as provided above shall be made by the Company as
promptly as practicable after the end of the Award Period or at such other time
or times as the Committee shall determine, and may be made in cash, Common
Shares, Other Company Securities or property, or
<PAGE>

other forms of payment, or any combination thereof or in such other manner, as
determined by the Committee in its discretion.  Notwithstanding anything in this
Paragraph 8 to the contrary, the Committee may, in its discretion, determine and
pay out the Actual Value of the Performance Grants at any time during the Award
Period.

     9.  Formula Plan for Non-Employee Directors.

     (a) Nonqualified Stock Options covering 10,000 Common Shares shall be
automatically granted to each person who is not an employee of the Company or
any of its subsidiaries and is (i) elected or re-elected as a director of the
Company at an annual meeting of the Company's stockholders or (ii) appointed as
a director of the Company in accordance with its Bylaws following an annual
meeting (each, an "Eligible Director"), commencing with the Company's 1996
annual meeting of stockholders, on the next business day following each such
election, reelection or appointment, as the case may be.

     (b)  Nonqualified Stock Options covering 10,000 Common Shares shall be
automatically granted to each Eligible Director who is appointed or reappointed
as the chairman of the Audit, Compensation or Strategic Planning Committee of
the Board of Directors or any additional permanent committees of the Board of
Directors, commencing with the Company's 1996 annual meeting of stockholders, on
the next business day following each such appointment or reappointment, as the
case may be.

     (c)  Each Nonqualified Stock Option granted to an Eligible Director
pursuant to this Paragraph 9 shall (i) have an option price equal to the fair
market value of the Common Shares on the date of grant, (ii) become exercisable
in full on the first anniversary following the date of grant; provided, however,
that a Nonqualified Stock Option granted to an Eligible Director who is
appointed to the Board will become exercisable in full on the next business day
following the later of (A) the Company's annual meeting of stockholders next
following the grant date or (B) six months following the date of grant and (iii)
have a term of ten years from the date of grant.  As used herein, the term
"subsidiary" means any corporation more than 50% of whose voting stock is owned,
directly or indirectly, by the Company.

     10. Deferral of Compensation.  The Committee shall determine whether or
not an Award shall be made in conjunction with deferral of the participant's
salary, bonus or other compensation, or any combination thereof, and whether or
not such deferred amounts may be

         (i)   forfeited to the Company or to other participants or any
     combination thereof, under certain circumstances (which may include, but
     need not be limited to, certain types of termination of employment or
     performance of services for the Company),

         (ii)  subject to increase or decrease in value based upon the
     attainment of or failure to attain, respectively, certain performance
     measures and/or
<PAGE>

         (iii) credited with income equivalents (which may include, but need not
     be limited to, interest, dividends or other rates of return) until the date
     or dates of payment of the Award, if any.

     11. Deferred Payment of Awards.  The Committee may specify that the
payment of all or any portion of cash, Common Shares, Other Company Securities
or property, or any other form of payment, or any combination thereof, under an
Award shall be deferred until a later date.  Deferrals shall be for such periods
or until the occurrence of such events, and upon such terms, as the Committee
shall determine in its discretion.  Deferred payments of Awards may be made by
undertaking to make payment in the future based upon the performance of certain
investment equivalents (which may include, but need not be limited to,
government securities, Common Shares, other securities, property or
consideration, or any combination thereof), together with such additional
amounts of income equivalents (which may be compounded and may include, but need
not be limited to, interest, dividends or other rates of return or any
combination thereof) as may accrue thereon until the date or dates of payment,
such investment equivalents and such additional amounts of income equivalents to
be determined by the Committee in its discretion.

     12. Amendment or Substitution of Awards under the Plan.  The terms of any
outstanding Award under the Plan may be amended from time to time by the
Committee in its discretion in any manner that it deems appropriate (including,
but not limited to, acceleration of the date of exercise of any Award and/or
payments thereunder); provided that no such amendment shall adversely affect in
a material manner any right of a participant under the Award without his written
consent, unless the Committee determines in its discretion that there have
occurred or are about to occur significant changes in the participant's
position, duties or responsibilities, or significant changes in economic,
legislative, regulatory, tax, accounting or cost/benefit conditions which are
determined by the Committee in its discretion to have or to be expected to have
a substantial effect on the performance of the Company, or any subsidiary,
affiliate, division or department thereof, on the Plan or on any Award under the
Plan.  The Committee may, in its discretion, permit holders of Awards under the
Plan to surrender outstanding Awards in order to exercise or realize rights
under other Awards, or in exchange for the grant of new Awards, or require
holders of Awards to surrender outstanding Awards as a condition precedent to
the grant of new Awards under the Plan.  This Paragraph 12 shall not apply to
grants of Nonqualified Stock Options to Eligible Directors pursuant to
Paragraph 9.

     13. Disability.  For the purposes of this Plan, a participant shall be
deemed to have terminated his employment or performance of services for the
Company and any of its subsidiaries by reason of disability, if the Committee
shall determine that the physical or mental condition of the participant by
reason of which such employment or performance of services terminated was such
at that time as would entitle him to payment of monthly disability benefits
under any Company disability plan.  If the participant is not eligible for
benefits under any disability plan of the Company, he shall be deemed to have
terminated such employment or performance of services by reason of disability if
the Committee shall determine that his physical or mental condition would
entitle him to benefits under any Company disability plan if he were eligible
therefor.
<PAGE>

     14. Termination of a Participant.  For all purposes under the Plan, the
Committee shall determine whether a participant has terminated employment with,
or the performance of services for, the Company.

     15. Dilution and Other Adjustments.  In the event of any change in the
outstanding Common Shares of the Company by reason of any stock split, dividend,
split-up, split-off, spin-off, recapitalization, merger, consolidation, rights
offering, reorganization, combination or exchange of shares, a sale by the
Company of all of its assets, any distribution to stockholders other than a
normal cash dividend, or other extraordinary or unusual event, if the Committee
shall determine, in its discretion, that such change equitably requires an
adjustment in the terms of any Award or the number of Common Shares available
for Awards, such adjustment may be made by the Committee and shall be final,
conclusive and binding for all purposes of the Plan.  In the event of the
proposed dissolution or liquidation of the Company, all outstanding Awards shall
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Committee.

     16. Change in Control Provisions.

     (a) Impact of Event.  In the event of a "Change in Control" as defined in
         ---------------
Paragraph 16(b) hereof the following acceleration and valuation provisions shall
apply:

         (i)   Any Stock Appreciation Rights and any Stock Options awarded under
     the Plan not previously exercisable shall become fully exercisable.

         (ii)  The restrictions and deferral limitations applicable to any
     Restricted Stock and other Awards payable in the form of Common Shares,
     shall lapse and such shares and awards shall be deemed fully vested.

         (iii) Any outstanding Performance Grants shall be vested and paid out
     based on the prorated target results for the Award Periods in question,
     unless the Committee provides prior to any Change in Control for a
     different payment.

         (iv)  The value of all outstanding Stock Options; Stock Appreciation
     Rights, Restricted Stock, Performance Grants and any other type of Award
     payable in the form of Common Shares, in each case to the extent vested,
     shall, unless otherwise determined by the Committee in its sole discretion
     at or after grant but prior to any Change in Control, be cashed out on the
     basis of the "Change in Control Price" as defined in Paragraph 16(c) hereof
     as of the date such Change in Control is determined to have occurred or
     such other date as the Committee may determine prior to the Change in
     Control.

     (b) Definition of  "Change in Control."  For purposes of Paragraph 16(a), a
         -----------------------------------
"Change in Control" means the happening of any of the following:

         (i)   When any "person" as defined in Section 3(a)(9) of the Exchange
     Act and as used in Sections 13(d) and 14(d) thereof, including a "group" as
     defined in Section
<PAGE>

     13(d) of the Exchange Act but excluding the Company and any subsidiary and
     any employee benefit plan sponsored or maintained by the Company or any
     subsidiary (including any trustee of such plan acting as trustee), directly
     or indirectly, becomes the "beneficial owner" (as defined in Rule 13d-3
     under the Exchange Act, as amended from time to time), of securities of the
     Company representing twenty-five percent or more of the combined voting
     power of the Company's then outstanding securities;

         (ii)  When, during any period of 12 consecutive months during the
     existence of the Plan, the individuals who, at the beginning of such
     period, constitute the Board (the "Incumbent Directors") cease for any
     reason other than death to constitute at least a majority thereof,
     provided, however, that a director who was not a director at the beginning
     of such 12-month period shall be deemed to have satisfied such 12-month
     requirement (and be an Incumbent Director) if such director was elected by,
     or on the recommendation of or with the approval of, at least two-thirds of
     the directors who then qualified as Incumbent Directors either actually
     (because they were directors at the beginning of such 12-month period) or
     by prior operation of this Paragraph 16(b)(ii); or

         (iii) The approval by the stockholders of the Company of a transaction
     involving the acquisition of the Company by an entity other than the
     Company or any subsidiary through purchase of assets, by merger, or
     otherwise.

     (c) Change in Control Price.  For purposes of this Paragraph 16, "Change in
         -----------------------
Control Price" means the highest price per share paid in any transaction
reported on any national securities exchange on which the Company's Common
Shares are listed, or paid or offered in any bona fide transaction related to a
Change in Control of the Company at any time during the sixty-day period
immediately preceding the occurrence of the Change in Control, in each case as
determined by the Committee except that, in the case of Incentive Stock Options
and Stock Appreciation Rights relating to Incentive Stock Options, such price
shall be based only on transactions reported for the date on which the optionee
exercises such Stock Appreciation Rights or, where applicable, the date on which
a cashout occurs under Paragraph 16(a)(iv).

     17. Designation of Beneficiary by Participant.  A participant may name a
beneficiary to receive any payment to which he may be entitled in respect of any
Award under the Plan in the event of his death, on a written form to be provided
by and filed with the Committee, and in a manner determined by the Committee in
its discretion.  The Committee reserves the right to review and approve
beneficiary designations.  A participant may change his beneficiary from time to
time in the same manner, unless such participant has made an irrevocable
designation.  Any designation of beneficiary under the Plan (to the extent it is
valid and enforceable under applicable law) shall be controlling over any other
disposition, testamentary or otherwise, as determined by the Committee in its
discretion.  If no designated beneficiary survives the participant and is living
on the date on which any amount becomes payable to such a participant's
beneficiary, such payment will be made to the legal representatives of the
participant's estate, and the term "beneficiary" as used in the Plan shall be
deemed to include such person or persons.  If there are any questions as to the
legal right of any
<PAGE>

beneficiary to receive a distribution under the Plan, the Committee in its
discretion may determine that the amount in question be paid to the legal
representatives of the estate of the participant, in which event the Company,
the Board and the Committee and the members thereof, will have no further
liability to anyone with respect to such amount.

     18. Financial Assistance.  If the Committee determines that such action is
advisable, the Company may assist any person to whom an Award has been granted
in obtaining financing from the Company (or under any program of the Company
approved pursuant to applicable law), or from a bank or other third party, on
such terms as are determined by the Committee, and in such amount as is required
to accomplish the purposes of the Plan, including, but not limited to, to permit
the exercise of an Award, the participation therein, and/or the payment of any
taxes in respect thereof.  Such assistance may take any form that the Committee
deems appropriate, including, but not limited to, a direct loan from the
Company, a guarantee of the obligation by the Company, or the maintenance by the
Company of deposits with such bank or third party.

     19. Miscellaneous Provisions.

     (a) No employee or other person shall have any claim or right to be granted
an Award under the Plan.  Determinations made by the Committee under the Plan
need not be uniform and may be made selectively among eligible individuals under
the Plan, whether or not such eligible individuals are similarly situated.
Neither the Plan nor any action taken hereunder shall be construed as giving any
employee or other person any right to continue to be employed by or perform
services for the Company, and the right to terminate the employment of or
performance of services by any participants at any time and for any reason is
specifically reserved.

     (b) No participant or other person shall have any right with respect to the
Plan, the Common Shares reserved for issuance under the Plan or in any Award,
contingent or otherwise, until written evidence of the Award shall have been
delivered to the recipient and all the terms, conditions and provisions of the
Plan and the Award applicable to such recipient (and each person claiming under
or through him) have been met.

     (c) Except as may be approved by the Committee where such approval shall
not adversely affect compliance of the Plan with Rule 16b-3 under the Exchange
Act, a participant's rights and interest under the Plan may not be assigned or
transferred, hypothecated or encumbered in whole or in part either directly or
by operation of law or otherwise (except in the event of a participant's death)
including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, provided, however, that
any Option or similar right (including, but not limited to, a Stock Appreciation
Right) offered pursuant to the Plan shall not be transferable other than by will
or the laws of descent and distribution and shall be exercisable during the
participant's lifetime only by him.

     (d) No Common Shares, Other Company Securities or property, other
securities or property, or other forms of payment shall be issued hereunder with
respect to any Award unless counsel for the Company shall be satisfied that such
issuance will be in compliance with
<PAGE>

applicable federal, state, local and foreign legal, securities exchange and
other applicable requirements.

     (e) It is the intent of the Company that the Plan comply in all respects
with Rule 16b-3 under the Exchange Act and Section 162(m) of the Code, that any
ambiguities or inconsistencies in construction of the Plan be interpreted to
give effect to such intention and that if any provision of the Plan is found not
to be in compliance with Rule 16b-3 or Section 162(m), such provision shall be
deemed null and void to the extent required to permit the Plan to comply with
Rule 16b-3 or Section 162(m), as the case may be.

     (f) The Company shall have the right to deduct from any payment made under
the Plan any federal, state, local or foreign income or other taxes required by
law to be withheld with respect to such payment.  It shall be a condition to the
obligation of the Company to issue Common Shares, Other Company Securities or
property, other securities or property, or other forms of payment, or any
combination thereof, upon exercise, settlement or payment of any Award under the
Plan, that the participant (or any beneficiary or person entitled to act) pay to
the Company, upon its demand, such amount as may be required by the Company for
the purpose of satisfying any liability to withhold federal, state, local or
foreign income or other taxes.  If the amount requested is not paid, the Company
may refuse to issue Common Shares, Other Company Securities or property, other
securities or property, or other forms of payment, or any combination thereof.
Notwithstanding anything in the Plan to the contrary, the Committee may, in its
discretion, permit an eligible participant (or any beneficiary or person
entitled to act) to elect to pay a portion or all of the amount requested by the
Company for such taxes with respect to such Award, at such time and in such
manner as the Committee shall deem to be appropriate (including, but not limited
to, by authorizing the Company to withhold, or agreeing to surrender to the
Company on or about the date such tax liability is determinable, Common Shares,
Other Company Securities or property, other securities or property, or other
forms of payment, or any combination thereof, owned by such person or a portion
of such forms of payment that would otherwise be distributed, or have been
distributed, as the case may be, pursuant to such Award to such person, having a
fair market value equal to the amount of such taxes).

     (g) The expenses of the Plan shall be borne by the Company.

     (h) The Plan shall be unfunded.  The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Award under the Plan, and rights to the
payment of Awards shall be no greater than the rights of the Company's general
creditors.

     (i) By accepting any Award or other benefit under the Plan, each
participant and each person claiming under or through him shall be conclusively
deemed to have indicated his acceptance and ratification of, and consent to, any
action taken under the Plan by the Company, the Board or the Committee or its
delegates.

     (j) Fair market value in relation to Common Shares, Other Company
Securities or property, other securities or property or other forms of payment
of Awards under the Plan, or any
<PAGE>

combination thereof, as of any specific time shall mean such value as determined
by the Committee in accordance with applicable law.

     (k) The masculine pronoun includes the feminine and the singular includes
the plural wherever appropriate.

     (l) The appropriate officers of the Company shall cause to be filed any
reports, returns or other information regarding Awards hereunder of any Common
Shares issued pursuant hereto as may be required by Section 13 or 15(d) of the
Exchange Act (or any successor provision) or any other applicable statute, rule
or regulation.

     (m) The validity, construction, interpretation, administration and effect
of the Plan, and of its rules and regulations, and rights relating to the Plan
and to Awards granted under the Plan, shall be governed by the substantive laws,
but not the choice of law rules, of the State of Delaware.

     20. Plan Amendment or Suspension.  The Plan may be amended or suspended in
whole or in part at any time from time to time by the Board, but no amendment
shall be effective unless and until the same is approved by stockholders of the
Company where the failure to obtain such approval would adversely affect the
compliance of the Plan with Rule 16b-3 under the Exchange Act and with other
applicable law.  No amendment of the Plan shall adversely affect in a material
manner any right of any participant with respect to any Award theretofore
granted without such participant's written consent, except as permitted under
Paragraph 12.  The terms of the formula plan set forth in Paragraph 9 relating
to the amount, price and timing of grants of Nonqualified Stock Options to
Eligible Directors shall not be amended more than once every six months, except
to comport with changes in the Code and the Employee
Retirement Income Security Act of 1974, as amended, or the rules and regulations
thereunder.

     21. Plan Termination.  This Plan shall terminate upon the earlier of the
following dates or events to occur.

     (a) upon the adoption of a resolution of the Board terminating the Plan; or

     (b) ten years from the date the Plan is initially approved and adopted by
the stockholders of the Company in accordance with Paragraph 22 hereof,
provided, however, that the Board may, prior to the expiration of such ten-year
period, extend the term of the Plan for an additional period of up to five years
for the grant of Awards other than Incentive Stock Options. No termination of
the Plan shall materially alter or impair any of the rights or obligations of
any person, without his consent, under any Award theretofore granted under the
Plan, except that subsequent to termination of the Plan, the Committee may make
amendments permitted under Paragraph 12.

     22. Stockholder Adoption.  The Plan shall be submitted to the stockholders
of the Company, for their approval and adoption in accordance with applicable
law and Rule 16b-3
<PAGE>

under the Exchange Act and Section 162(m) under the Code.  The Plan shall not be
effective and no Award shall be made hereunder unless and until the Plan has
been so approved and adopted.