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                                                                     Exhibit 4.3

                                   TUCOWS INC.
                              AMENDED AND RESTATED
                          1996 EQUITY COMPENSATION PLAN

                   AMENDED AND RESTATED AS OF AUGUST 28, 2001


     The purpose of the Tucows Inc. Amended and Restated 1996 Equity
Compensation Plan (the "Plan") is to provide (i) designated officers (including
officers who are also directors) and other employees of Tucows Inc., a
Pennsylvania corporation formerly known as Infonautics, Inc. (the "Company") and
its subsidiaries, (ii) non-employee members of the board of directors of the
Company (the "Board"), and (iii) independent contractors and consultants who
perform valuable services for the Company or its subsidiaries, with the
opportunity to receive grants of incentive stock options, nonqualified stock
options, stock appreciation rights, restricted stock and performance units. The
Company believes that the Plan will cause the participants to contribute
materially to the growth of the Company, thereby benefiting the Company's
shareholders, and will align the economic interests of the participants with
those of the shareholders.

     On August 28, 2001, under the terms of an agreement and plan of merger
among the Company (then named Infonautics, Inc.), a wholly-owned subsidiary of
the Company and Tucows Inc., a Delaware corporation ("Tucows Delaware"), the
wholly-owned subsidiary of the Company merged with and into Tucows Delaware with
Tucows Delaware surviving and becoming a wholly-owned subsidiary of the Company
(the "Merger"). On August 29, 2001, the Company changed its name to Tucows Inc.
In connection with the Merger, the rights and obligations relating to
outstanding options originally granted under the Tucows Delaware Amended and
Restated 1999 Stock Option Plan (the "Tucows Plan") have been assigned to and
assumed by this Plan and shall be satisfied under this Plan. Also in connection
with the Merger, the name of this Plan was changed to the Tucows Inc. Amended
and Restated 1996 Equity Compensation Plan.

1. ADMINISTRATION

     The Plan shall be administered and interpreted by a committee (the
"Committee"), which shall consist of two or more persons appointed by the Board,
all of whom shall be "non-employee directors" as defined under Rule 16b-3 under
the Securities Exchange Act of 1934 (the "Exchange Act") and "outside directors"
as defined under section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code") and related Treasury regulations.

     The Committee shall have the sole authority to (i) determine the
individuals to whom grants shall be made under the Plan, (ii) determine the
type, size and terms of the grants to be made to each such individual, (iii)
determine the time when the grants will be made and the duration of any
applicable exercise or restriction period, including the criteria for vesting
and the acceleration of vesting and (iv) deal with any other matters arising
under the Plan.

     The Committee shall have full power and authority to administer and
interpret the Plan, to make factual determinations and to adopt or amend such
rules, regulations, agreements and instruments for implementing the Plan and for
the conduct of its business as it deems necessary or advisable, in its sole
discretion. The Committee's interpretations of the Plan and all determinations
made by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all persons having any interests in the Plan or in any
grants hereunder. All powers of the Committee shall be executed in its sole
discretion, in the best interest of the Company and in keeping with the
objectives of the Plan and need not be uniform as to similarly situated
individuals.

2. GRANTS

     Incentives under the Plan shall consist of grants of incentive stock
options, nonqualified stock options, stock appreciation rights, restricted stock
and performance units (hereinafter collectively referred to as "Grants"). All
Grants shall be subject to the terms and conditions set forth herein and to
those other terms and conditions consistent with this Plan as the Committee
deems appropriate and as are specified in writing by the Committee to the
individual (the

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"Grant Instrument"). The Committee shall approve the form and provisions of each
Grant Instrument. Grants under a particular section of the Plan need not be
uniform as among the grantees.

3. SHARES SUBJECT TO THE PLAN

     (a) Subject to the adjustment specified below, the aggregate number of
shares of Common Stock of the Company (the "Company Stock") that may be issued
or transferred under the Plan is 10,000,000 shares. Notwithstanding anything in
the Plan to the contrary, the maximum aggregate number of shares of Company
Stock that shall be subject to Grants of stock options or stock appreciation
rights made under the Plan to any one individual during any calendar year shall
be 250,000. The shares may be authorized but unissued shares of Company Stock or
reacquired shares of Company Stock, including shares purchased by the Company on
the open market for purposes of the Plan. If and to the extent options granted
under the Plan terminate, expire, or are cancelled, forfeited, exchanged or
surrendered without having been exercised or if any shares of restricted stock
are forfeited, the shares subject to such Grants shall again be available for
purposes of the Plan.

     (b) If there is any change in the number or kind of shares of Company Stock
outstanding by reason of a stock dividend, a recapitalization, stock split, a
combination or exchange of shares, or merger, reorganization or consolidation in
which the Company is the surviving corporation, a reclassification or change in
par value or by reason of any other extraordinary or unusual events affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced due to the Company's payment of an extraordinary dividend
or distribution, the maximum number of shares of Company Stock available for
Grants, the maximum number of shares of Company Stock that may be subject to
Grants of stock options or stock appreciation rights to any one individual under
the Plan in any calendar year, the number of shares covered by outstanding
Grants, and the price per share or the applicable market value of such Grants
shall be proportionately adjusted by the Committee to reflect any increase or
decrease in the number or kind of issued shares of Company Stock to preclude the
enlargement or dilution of rights and benefits under such Grants; provided,
however, that any fractional shares resulting from such adjustment shall be
eliminated. For purposes of this Section 3(b), "shares of Company Stock" and
"shares" include referenced shares with respect to stock appreciation rights or,
to the extent applicable, performance units. The adjustments determined by the
Committee shall be final, binding and conclusive. Notwithstanding the foregoing,
no adjustment shall be authorized or made pursuant to this Section to the extent
that such authority or adjustment would cause any incentive stock option to fail
to comply with section 422 of the Code.

     (c) As a result of the Merger, the rights and obligations relating to
outstanding options originally granted under the Tucows Plan ("Assumed Options")
have been assigned to and assumed by this Plan. Accordingly, Company Stock
authorized for issuance under the Plan shall be used to satisfy the exercise of
Assumed Options. The terms and conditions contained in the grant agreements for
Assumed Options shall continue to govern the Assumed Options to the extent not
inconsistent with this Plan; provided, however, the terms and conditions of this
Plan are not intended to terminate any terms or provisions of the grant
agreements for the Assumed Options that are beneficial to the holders of the
Assumed Options. The exercise price per share of an Assumed Option shall be
equal to the per share exercise price of such Assumed Option divided by the
exchange ratio of Tucows Delaware common stock to the Company common stock
applied in connection with the Merger subject to the adjustments described in
Section 3(b) of this Plan. The number of shares underlying an Assumed Option
shall be equal to the number of shares of Tucows Delaware common stock
originally underlying the Assumed Option multiplied by the exchange ratio of
Tucows Delaware common stock to the Company common stock applied in connection
with the Merger, subject to the adjustments described in Section 3(b) of this
Plan.

4. ELIGIBILITY FOR PARTICIPATION

     All employees of the Company and its subsidiaries ("Employees"), including
Employees who are officers or members of the Board, shall be eligible to
participate in the Plan. All members of the Board who are not employees of the
Company or any of its subsidiaries ("Non-Employee Directors") shall be eligible
only to receive nonqualified stock options pursuant to Section 6. Any
independent contractors or consultants who perform valuable services to the
Company or any of its subsidiaries ("Consultants") shall be eligible to
participate in the Plan, but shall not be eligible to receive incentive stock
options. The Committee shall select the Employees and Consultants to receive
Grants and determine the number of shares of Company Stock subject to a
particular Grant in such manner as the Committee


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determines. (Employees and Consultants who receive Grants under this Plan shall
hereinafter be referred to as "Grantees".)

     Nothing contained in this Plan shall be construed to (i) limit the right of
the Committee to make Grants under this Plan in connection with the acquisition,
by purchase, lease, merger, consolidation or otherwise, of the business or
assets of any corporation, firm or association, including options granted to
employees thereof who become Employees, or for other proper corporate purpose,
or (ii) limit the right of the Company to grant stock options or make other
awards outside of this Plan.

5. GRANTING OF OPTIONS

     (a) NUMBER OF SHARES. The Committee, in its sole discretion, shall
determine the number of shares of Company Stock that will be subject to each
Grant of stock options.

     (b) TYPE OF OPTION AND PRICE. The Committee may grant options intended to
qualify as "incentive stock options" within the meaning of section 422 of the
Code ("Incentive Stock Options") or options which are not intended to so qualify
("Nonqualified Stock Options") or any combination of Incentive Stock Options and
Nonqualified Stock Options (hereinafter collectively the "Stock Options"), all
in accordance with the terms and conditions set forth herein.

     The purchase price of Company Stock subject to a Stock Option shall be
determined by the Committee and may be equal to, greater than, or less than the
Fair Market Value (as defined below) of a share of such Company Stock on the
date such Stock Option is granted; provided, however, that the purchase price of
Company Stock subject to an Incentive Stock Option shall be equal to, or greater
than, the Fair Market Value of a share of such Company Stock on the date such
Stock Option is granted.

     If the Company Stock is traded in a public market, then the "Fair Market
Value" per share shall be the last reported sale price thereof on the relevant
date or (if there were no trades on that date) the latest preceding date upon
which a sale was reported. If the Company Stock is not traded in a public
market, the "Fair Market Value" per share shall be as determined by the
Committee.

     (c) OPTION TERM. The Committee shall determine the term of each Stock
Option. The term of any Stock Option shall not exceed ten years from the date of
grant.

     (d) EXERCISABILITY OF OPTIONS. Stock Options shall become exercisable in
accordance with the terms and conditions determined by the Committee, in its
sole discretion, and specified in the Grant Instrument. The Committee, in its
sole discretion, may accelerate the exercisability of any or all outstanding
Stock Options at any time for any reason. In addition, all outstanding Stock
Options automatically shall become fully and immediately exercisable upon a
Change of Control (as defined herein) in accordance with the provisions of
Sections 11 and 12.

     (e) MANNER OF EXERCISE. A Grantee may exercise a Stock Option which has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Committee (in a form established by the Committee) with accompanying payment
of the option price in accordance with Subsection (g) below. Such notice may
instruct the Company to deliver shares of Company Stock due upon the exercise of
the Stock Option to any registered broker or dealer designated by the Committee
("Designated Broker") in lieu of delivery to the Grantee. Such instructions must
designate the account into which the shares are to be deposited. The Grantee may
tender a notice of exercise, which has been properly executed by the Grantee and
the aforementioned delivery instructions to any Designated Broker.

     (f) TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH.

          (i) In the event that a Grantee ceases to be an Employee or a
     Consultant, as the case may be, of the Company for any reason other than a
     "disability", death, or "termination for cause", any Stock Option which is
     otherwise exercisable by the Grantee shall terminate unless exercised
     within 90 days of the date on which the Grantee ceases to be an Employee or
     Consultant of the Company (or within such other period of time as may be
     specified in the Grant Instrument), but in any event no later than the date
     of expiration of the option term. Any of the Grantee's Stock Options which
     are not otherwise exercisable as of the date on which the Grantee ceases to
     be an Employee or Consultant of the Company shall terminate as of such
     date.


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          (ii) In the event the Grantee ceases to be an Employee or Consultant
     of the Company on account of a "termination for cause" by the Company, any
     Stock Option held by the Grantee shall terminate as of the date the Grantee
     ceases to be an Employee or Consultant of the Company.

          (iii) In the event the Grantee ceases to be an Employee or Consultant
     of the Company because the Grantee suffers a "disability", any Stock Option
     which is otherwise exercisable by the Grantee shall terminate unless
     exercised within one year of the date on which the Grantee ceases to be an
     Employee or Consultant of the Company (or within such other period of time
     as may be specified in the Grant Instrument), but in any event no later
     than the date of expiration of the option term. Any of the Grantee's Stock
     Options which are not otherwise exercisable as of the date on which the
     Grantee ceases to be an Employee or Consultant shall terminate as of such
     date.

          (iv) In the event of the death of the Grantee while the Grantee is an
     Employee or Consultant of the Company or within not more than 90 days of
     the date on which the Grantee ceases to be an Employee or Consultant of the
     Company on account of a termination of employment specified in Section
     5(f)(i) (or within such other period of time as may be specified in the
     Grant Instrument), any Stock Option which is otherwise exercisable by the
     Grantee shall terminate unless exercised within one year of the date on
     which the Grantee ceases to be an Employee or Consultant of the Company (or
     within such other period of time as may be specified in the Grant
     Instrument), but in any event no later than the date of expiration of the
     option term. Any of the Grantee's Stock Options which are not otherwise
     exercisable as of the date on which the Grantee ceases to be an Employee or
     Consultant shall terminate as of such date.

          (v) For purposes of this Section 5(f), the term "Company" shall
     include the Company's subsidiaries and the following terms shall be defined
     as follows: (A) "disability" shall mean a Grantee's becoming disabled
     within the meaning of Section 22(e)(3) of the Code and (B) "termination for
     cause" shall mean, except to the extent otherwise provided in a Grantee's
     Grant Instrument, a finding by the Committee, after full consideration of
     the facts presented on behalf of both the Company and the Grantee, that the
     Grantee has breached his or her employment or service contract with the
     Company, or has been engaged in disloyalty to the Company, including,
     without limitation, fraud, embezzlement, theft, commission of a felony or
     proven dishonesty in the course of his or her employment or service, or has
     disclosed trade secrets or confidential information of the Company. In such
     event, in addition to the immediate termination of the Stock Option, the
     Grantee shall automatically forfeit all option shares for any exercised
     portion of a Stock Option for which the Company has not yet delivered the
     share certificates upon refund by the Company of the option price.

     (g) SATISFACTION OF OPTION PRICE. The Grantee shall pay the option price
specified in the Grant Instrument in (i) cash, (ii) with the approval of the
Committee, by delivering shares of Company Stock owned by the Grantee (including
Company Stock acquired in connection with the exercise of a Stock Option,
subject to such restrictions as the Committee deems appropriate) and having a
Fair Market Value on the date of exercise equal to the option price or (iii)
through any combination of (i) and (ii). The Grantee shall pay the option price
and the amount of withholding tax due, if any, at the time of exercise. Shares
of Company Stock shall not be issued or transferred upon exercise of a Stock
Option until the option price is fully paid and any required withholding is
made.

     (h) ELECTION TO WITHHOLD SHARES. Grantees may make an election to satisfy
the Company income tax withholding obligation with respect to a Stock Option by
having shares withheld up to an amount that does not exceed the Grantee's
minimum withholding tax rate for federal (including FICA), state and local tax
liabilities. Such election must be in the form and manner prescribed by the
Committee.

     (i) LIMITS ON INCENTIVE STOCK OPTIONS. Each Incentive Stock Option shall
provide that, to the extent that the aggregate Fair Market Value of the Company
Stock on the date of the grant with respect to which Incentive Stock Options are
exercisable for the first time by a Grantee during any calendar year under the
Plan or any other stock option plan of the Company exceeds $100,000, then such
option as to the excess shall be treated as a Nonqualified Stock Option. An
Incentive Stock Option shall not be granted to any participant who is not an
Employee of the Company or any "subsidiary" within the meaning of section 424(f)
of the Code. An Incentive Stock Option shall not be granted to any Employee who,
at the time of grant, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or any "parent" or
"subsidiary" of the Company within the meaning of section 424(e) and (f) of the
Code, unless the option price per share is not less than 110% of the Fair


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Market Value of Company Stock on the date of grant and the option exercise
period is not more than five years from the date of grant.

6. FORMULA OPTION GRANTS TO NON-EMPLOYEE DIRECTORS; GRANTS TO COMMITTEE MEMBERS

     A Non-Employee Director or a member of a committee of the Board (a
"Committee Member") shall be entitled to receive Nonqualified Stock Options in
accordance with this Section 6.

     (a) INITIAL GRANT. Each Non-Employee Director who is a member of the Board
on the effective date of this Plan (as specified in Section 20) will receive a
grant of a Nonqualified Stock Option to purchase 15,000 shares of Company Stock
as of such date. Each Non-Employee Director who first becomes a member of the
Board after the effective date of this Plan (as specified in Section 20), will
receive a grant of a Nonqualified Stock Option to purchase 15,000 shares of
Company Stock immediately upon the date he or she becomes a member of the Board.

     Each Committee Member on the effective date of this Plan (as specified in
Section 20) will receive a grant of a Nonqualified Stock Option to purchase
10,000 shares of Company Stock with respect to each committee such Committee
Member sits on as of such date. Each Committee Member who first becomes a
Committee Member after the effective date of this Plan (as specified in Section
20), will receive a grant of a Nonqualified Stock Option to purchase 10,000
shares of Company Stock with respect to each committee such Committee Member
sits on immediately upon the date he or she becomes a Committee Member.

     (b) ANNUAL GRANTS. On each date that the Company holds its annual meeting
of shareholders, commencing with the 2002 calendar year, each Non-Employee
Director in office both immediately before and after the annual election of
directors will receive a grant of a Nonqualified Stock Option to purchase 5,000
shares of Company Stock. The date of grant of such annual Grants shall be the
date of such annual meeting of shareholders.

     On each date that the Company holds its annual meeting of shareholders,
commencing with the 2002 calendar year, each Committee Member in office both
immediately before and after the annual election of directors will receive a
grant of a Nonqualified Stock Option to purchase 5,000 shares of Company Stock
with respect to each committee such Committee Member sits on as of such date.
The date of grant of such annual Grants shall be the date of such annual meeting
of shareholders.

     (c) OPTION PRICE. The purchase price per share of Company Stock subject to
a Stock Option granted under this Section 6 shall be equal to the Fair Market
Value of a share of Company Stock on the date of grant.

     (d) OPTION TERM. The term of each Stock Option granted pursuant to this
Section 6 shall be five years.

     (e) EXERCISABILITY. Options granted under this Section 6 shall be fully and
immediately exercisable upon the date of grant.

     (f) ADMINISTRATION. The provisions of this Section 6 are intended to
operate automatically and not require administration. However, to the extent
that administrative determinations are required, the provisions of this Section
6 shall be made by the members of the Board who are not eligible to receive
grants under this Section 6, but in no event shall such determinations affect
the eligibility of Grantees, the determination of the exercise price, the timing
of the grants or the number of shares of Company Stock subject to Stock Options
granted hereunder.

     (g) APPLICABILITY OF PLAN PROVISIONS. Except as otherwise provided in, and
not inconsistent with, this Section 6, the Nonqualified Stock Options granted to
Non-Employee Directors and Committee Members shall be subject to the provisions
of this Plan applicable to Nonqualified Stock Options granted to other persons.

7. RESTRICTED STOCK GRANTS

     The Committee may issue or transfer shares of Company Stock to an Employee
or Consultant under a Grant (a "Restricted Stock Grant"), upon such terms as the
Committee deems appropriate. The following provisions are applicable to
Restricted Stock Grants:


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     (a) GENERAL REQUIREMENTS. Shares of Company Stock issued pursuant to
Restricted Stock Grants may be issued for cash consideration or for no cash
consideration, at the sole discretion of the Committee. The Committee shall
establish conditions under which restrictions on the transfer of shares of
Company Stock shall lapse over a period of time or according to such other
criteria as the Committee deems appropriate. The period of years during which
the Restricted Stock Grant will remain subject to restrictions will be
designated in the Grant Instrument as the "Restriction Period."

     (b) NUMBER OF SHARES. The Committee shall grant to each Grantee a number of
shares of Company Stock pursuant to a Restricted Stock Grant in such manner as
the Committee determines.

     (c) TERMINATION OF EMPLOYMENT OR SERVICES. If the Grantee's employment or
service with the Company terminates during a period designated in the Grant
Instrument as the Restriction Period, or if other specified conditions are not
met, the Restricted Stock Grant shall terminate as to all shares covered by the
Grant as to which restrictions on transfer have not lapsed, and those shares of
Company Stock must be immediately returned to the Company. The Committee may,
however, provide for complete or partial exceptions to this requirement as it
deems equitable.

     (d) RESTRICTIONS ON TRANSFER AND LEGEND ON STOCK CERTIFICATE. During the
Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Company Stock to which such Restriction
Period applies except to a Successor Grantee (as defined in Section 10). Each
certificate for a share issued or transferred under a Restricted Stock Grant
shall contain a legend giving appropriate notice of the restrictions in the
Grant. The Grantee shall be entitled to have the legend removed from the stock
certificate or certificates covering any of the shares subject to restrictions
when all restrictions on such shares have lapsed.

     (e) RIGHT TO VOTE AND TO RECEIVE DIVIDENDS. During the Restriction Period,
unless the Committee determines otherwise, the Grantee shall have the right to
vote shares subject to the Restricted Stock Grant and to receive any dividends
paid on such shares, subject to such restrictions as the Committee deems
appropriate.

     (f) LAPSE OF RESTRICTIONS. All restrictions imposed under the Restricted
Stock Grant shall lapse upon the expiration of the applicable Restriction Period
and the satisfaction of any conditions imposed by the Committee. The Committee
may determine, as to any or all Restricted Stock Grants, that all the
restrictions shall lapse without regard to any Restriction Period. All
restrictions under all outstanding Restricted Stock Grants shall automatically
and immediately lapse upon a Change of Control, unless the Committee determines
otherwise.

     (g) ELECTION TO WITHHOLD SHARES. Grantees may make an election to satisfy
the Company's income tax withholding obligation with respect to a Restricted
Stock Grant by having shares withheld up to an amount that does not exceed the
participant's minimum withholding tax rate for federal (including FICA), state
and local tax liabilities. Such election must be in the form and manner
prescribed by the Committee.

8. STOCK APPRECIATION RIGHTS

     (a) GENERAL REQUIREMENTS. The Committee may grant stock appreciation rights
("SARs") to any Grantee in tandem with any Stock Option, for all or a portion of
the applicable Stock Option, either at the time the Stock Option is granted or
at any time thereafter while the Stock Option remains outstanding; provided,
however, that in the case of an Incentive Stock Option, such rights may be
granted only at the time of the Grant of such Stock Option. Unless the Committee
determines otherwise, the base price of each SAR shall be equal to the greater
of (i) the exercise price of the related Stock Option or (ii) the Fair Market
Value of a share of Company Stock as of the date of Grant of such SAR. A SAR is
exercisable only during the period when the Stock Option to which it is related
is also exercisable.

     (b) NUMBER OF SARS. The number of SARs granted to a Grantee which shall be
exercisable during any given period of time shall not exceed the number of
shares of Company Stock which the Grantee may purchase upon the exercise of the
related Stock Option during such period of time. Upon the exercise of a Stock
Option, the SARs relating to the Company Stock covered by such Stock Option
shall terminate. Upon the exercise of SARs, the related Stock Option shall
terminate to the extent of an equal number of shares of Company Stock.


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     (c) VALUE OF SARS. Upon a Grantee's exercise of some or all of the
Grantee's SARs, the Grantee shall receive in settlement of such SARs an amount
equal to the value of the stock appreciation for the number of SARs exercised,
payable in cash, Company Stock or a combination thereof. The stock appreciation
for a SAR is the difference between the base price of the SAR as described in
subsection (a) and the Fair Market Value of the underlying Company Stock on the
date of exercise of such SAR.

     (d) FORM OF PAYMENT. At the time of such exercise, the Grantee shall have
the right to elect the portion of the amount to be received that shall consist
of cash and the portion that shall consist of Company Stock, which for purposes
of calculating the number of shares of Company Stock to be received, shall be
valued at their Fair Market Value on the date of exercise of such SARs. The
Committee shall have the right in its sole discretion to disapprove a Grantee's
election to receive cash in full or partial settlement of the SARs exercised and
to require that shares of Company Stock be delivered in lieu of cash. If shares
of Company Stock are to be received upon exercise of a SAR, cash shall be
delivered in lieu of any fractional share.

9. PERFORMANCE UNITS

     (a) GENERAL REQUIREMENTS. The Committee may grant performance units
("Performance Units") to any Grantee. Each Performance Unit shall represent the
right of a Grantee to receive an amount equal to the value of the Performance
Unit, determined in the manner established by the Committee at the time of
grant.

     (b) PERFORMANCE PERIOD. At the time of grant of each Performance Unit, the
Committee shall establish a performance period during which performance shall be
measured ("Performance Period"). There may be more than one grant in existence
at any one time, and Performance Periods may differ.

     (c) PERFORMANCE GOALS. Prior to the beginning of a Performance Period, the
Committee shall establish in writing performance goals for the Company and its
various operating units ("Performance Goals"). The Performance Goals will be
comprised of specified levels of one or more performance criteria as the
Committee may deem appropriate such as: earnings per share, net earnings,
operating earnings, unit volume, net sales, market share, balance sheet
measurements, cash return on assets, shareholder return, or return on capital.
The Committee may disregard or offset the effect of any special charges or gains
or cumulative effect of a change in accounting in determining the attainment of
Performance Goals. Awards of Performance Units may also be payable when Company
performance, as measured by one or more of the above criteria, as compared to
peer companies, meets or exceeds an objective target established by the
Committee.

     (d) PERFORMANCE MEASURES. Performance Units shall be granted to a Grantee
contingent upon the attainment of Performance Goals in accordance with Section
9(c).

     (e) PERFORMANCE UNIT VALUE. Each Performance Unit shall have a maximum
dollar value established by the Committee at the time of the grant. Performance
Units earned will be determined by the Committee in respect of a Performance
Period in relation to the degree of attainment of Performance Goals. The measure
of a Performance Unit may, in the Committee's discretion, be equal to the Fair
Market Value of a share of Company Stock.

     (f) GRANT CRITERIA. In determining the number of Performance Units to be
granted to any Grantee, the Committee shall take into account the Grantee's
responsibility level, performance, potential, cash compensation level, other
incentive awards, and such other considerations as it deems appropriate.

     (g) ANNOUNCEMENT OF GRANTS. The Committee shall certify and announce the
results for each Performance Period to all Grantees immediately following the
announcement of the Company's financial results for the Performance Period and
the filing of its Form 10-K or Form 10-Q, as the case may be.

     (h) PAYMENT. Following the end of a Performance Period, a Grantee holding
Performance Units will be entitled to receive payment of an amount, not
exceeding the maximum value of the Performance Units, based on the achievement
of the Performance Goals for such Performance Period, as determined by the
Committee. Payment of Performance Units shall be made in cash, except that, in
the discretion of the Committee, Performance Units which are measured using
Company Stock may be paid in shares of Company Stock. Payment shall be made in a
lump sum or in installments and shall be subject to such other terms and
conditions as shall be determined by the Committee.


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     (i) TERMINATION OF EMPLOYMENT OR SERVICES AND CHANGE IN CONTROL.

          (i) A Performance Unit Grant shall terminate for all purposes if the
     Grantee does not remain continuously in the employ or service of the
     Company at all times during the applicable Performance Period, except as
     may otherwise be determined by the Committee, provided that in the event
     the Grantee terminates employment with the Company within 12 months
     following a Change of Control, a percentage of the Performance Unit
     payments, if any, for the full Performance Period in which the Grantee so
     terminates equal to the percentage of the Performance Period during which
     the Grantee was in the employ or service of the Company and all amounts for
     the prior Performance Period, if not then distributed, shall be distributed
     to such Grantee in a lump sum.

          (ii) In the event that a Grantee holding a Performance Unit terminates
     employment with or ceases to provide services to the Company following the
     end of the applicable Performance Period, but prior to full payment
     according to the terms of the Performance Unit award, payment shall be made
     in accordance with the terms established by the Committee for the payment
     of such Performance Unit.

10. TRANSFERABILITY OF GRANTS

     Only the Grantee or his or her authorized representative may exercise
rights under a Grant. Such persons may not transfer those rights except by will
or by the laws of descent and distribution or, with respect to Grants other than
Incentive Stock Options, if permitted in any specific case by the Committee in
its sole discretion, pursuant to a qualified domestic relations order as defined
under the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the regulations thereunder. When a Grantee dies, the
representative or other person entitled to succeed to the rights of the Grantee
("Successor Grantee") may exercise such rights. A Successor Grantee must furnish
proof satisfactory to the Company of his or her right to receive the Grant under
the Grantee's will or under the applicable laws of descent and distribution.
Notwithstanding the foregoing, the Committee may provide, in a Grant Instrument,
that a Grantee may transfer Nonqualified Stock Options to his or her children,
grandchildren or spouse or to one or more trusts for the benefit of such family
members or to partnerships in which such family members are the only partners (a
"Family Transfer"), provided that the Grantee receives no consideration for a
Family Transfer and the Grant Instruments relating to Nonqualified Stock Options
transferred in a Family Transfer continue to be subject to the same terms and
conditions that were applicable to such Nonqualified Stock Options immediately
prior to the Family Transfer.

11. CHANGE OF CONTROL OF THE COMPANY

     As used herein, a "Change of Control" shall be deemed to have occurred if:

          (a) A liquidation or dissolution of the Company (excluding transfers
     to subsidiaries) or the sale of all or substantially all of the Company's
     assets occurs;

          (b) As a result of a tender offer, stock purchase, other stock
     acquisition, merger, consolidation, recapitalization, reverse split or sale
     or transfer of assets, any person or group (as such terms are used in and
     under Section 13(d)(3) or 14(d)(2) of the Exchange Act) becomes the
     beneficial owner (as defined in Rule 13-d under the Exchange Act), directly
     or indirectly, of securities of the Company representing more than 40% of
     the common stock of the Company or the combined voting power of the
     Company's then outstanding securities; provided, however, that for purposes
     of this subsection 11(b), a person or group shall not include (i) the
     Company or any subsidiary, (ii) any employee benefit plan (or related
     trust) sponsored or maintained by the Company or any subsidiary or (iii)
     any affiliate (within the meaning of Rule 144 under the Securities Act of
     1933, as amended) of the Company.

          (c) If at least a majority of the Board at any time does not consist
     of individuals who were elected, or nominated for election, by directors in
     office at the time of such election or nomination; or

          (d) The Company merges or consolidates with any other corporation
     (other than a wholly owned subsidiary) and is not the surviving corporation
     (or survives only as a subsidiary of another corporation).


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<PAGE>

12. CONSEQUENCES OF A CHANGE OF CONTROL

     (a) NOTICE.

          (i) If a Change of Control described in Section 11(a), (b) or (d) will
     occur, then, not later than 10 days after the approval by the shareholders
     of the Company (or approval by the Board, if shareholder action is not
     required) of such Change of Control, the Company shall give each Grantee
     with any outstanding Stock Options or SARs written notice of such proposed
     Change of Control.

          (ii) If a Change of Control described in Section 11(b) may occur
     without approval by the shareholders (or approval by the Board) and does so
     occur, or if a Change of Control described in Section 11(c) occurs, then,
     not later than 10 days after such Change of Control, the Company shall give
     each Grantee with any outstanding Stock Options or SARs written notice of
     the Change of Control.

     (b) ELECTION PERIOD. In connection with the Change of Control and effective
only upon such Change of Control, each Grantee shall thereupon have the right,
within 90 days after such written notice is sent by the Company (the "Election
Period"), to make an election as described in Subsection (c) with respect to all
of his or her outstanding Stock Options or SARs (whether the right to exercise
such Stock Options or SARs has then accrued or the right to exercise such Stock
Options or SARs will accrue or has accrued upon the Change of Control).

     (c) ELECTION RIGHT. During the Election Period, each Grantee shall have the
right to elect to exercise in full any installments of such Stock Options or
SARs not previously exercised.

     (d) TERMINATION OF STOCK OPTIONS. If a Grantee does not make a timely
election in accordance with Subsection (c) in connection with a Change of
Control where the Company is not the surviving corporation (or survives only as
a subsidiary of another corporation), the Grantee's Stock Options or SARs shall
terminate as of the Change of Control. Notwithstanding the foregoing, a Stock
Option or SAR will not terminate if assumed by the surviving or acquiring
corporation, or its parent, upon a merger or consolidation and, with respect to
an Incentive Stock Option, the assumption of the Stock Option occurs under
circumstances which are not deemed a modification of the Stock Option within the
meaning of sections 424(a) and 424(h)(3)(A) of the Code.

     (e) TAX LIMITATIONS. Notwithstanding the foregoing, if the right described
in Subsection (c) in connection with SARs would make the applicable Change of
Control ineligible for desired tax treatment with respect to such Change of
Control and, but for those provisions, the Change of Control would otherwise
qualify for such treatment, the Grantee shall receive shares of Company Stock
with a Fair Market Value equal to the cash that would otherwise be payable
pursuant to Subsection (c) in substitution for the cash.

13. AMENDMENT AND TERMINATION OF THE PLAN

     (a) AMENDMENT. The Board may amend or terminate the Plan at any time;
provided, however, that any amendment that increases the aggregate number (or
individual limit for any single Grantee) of shares of Company Stock that may be
issued or transferred under the Plan (other than by operation of Section 3(b)),
or modifies the requirements as to eligibility for participation in the Plan,
shall be subject to approval by the shareholders of the Company and provided,
further, that the Board shall not amend the Plan without shareholder approval if
such approval is required by Section 162(m) of the Code.

     (b) TERMINATION OF PLAN. The Plan shall terminate on the day immediately
preceding the tenth anniversary of its initial effective date unless terminated
earlier by the Board or unless extended by the Board with the approval of the
shareholders.

     (c) TERMINATION AND AMENDMENT OF OUTSTANDING GRANTS. A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the
Committee acts under Section 21 or 22(b) hereof. The termination of the Plan
shall not impair the power and authority of the Committee with respect to an
outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant
may be terminated or amended under Section 21 or 22(b) hereof or may be amended
by agreement of the Company and the Grantee consistent with the Plan.


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<PAGE>

     (d) GOVERNING DOCUMENT. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

14. FUNDING OF THE PLAN

     This 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 Grants under this Plan. In no event shall interest be
paid or accrued on any Grant, including unpaid installments of Grants.

15. RIGHTS OF PARTICIPANTS

     Except as provided in Section 6, nothing in this Plan shall entitle any
Employee, Consultant or other person to any claim or right to receive a Grant
under this Plan. Neither this Plan nor any action taken hereunder shall be
construed as giving any individual any rights to be retained by or in the employ
of the Company or any other employment rights.

16. NO FRACTIONAL SHARES

     No fractional shares of Company Stock shall be issued or delivered pursuant
to the Plan or any Grant. The Committee shall determine whether cash, other
awards or other property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.

17. WITHHOLDING OF TAXES

     The Company shall have the right to deduct from all Grants paid in cash, or
from other wages paid to an employee of the Company, any federal, state or local
taxes required by law to be withheld with respect to such cash awards and, in
the case of Grants paid in Company Stock, the Grantee or other person receiving
such shares shall be required to pay to the Company the amount of any such taxes
which the Company is required to withhold with respect to such Grants, or the
Company shall have the right to deduct from other wages paid to the employee by
the Company the amount of any withholding due with respect to such Grants.

18. REQUIREMENTS FOR ISSUANCE OF SHARES

     No Company Stock shall be issued or transferred in connection with any
Grant hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any Grant made to any Grantee hereunder on such Grantee's undertaking in writing
to comply with such restrictions on his or her subsequent disposition of such
shares of Company Stock as the Committee shall deem necessary or advisable as a
result of any applicable law, regulation or official interpretation thereof, and
certificates representing such shares may be legended to reflect any such
restrictions. Certificates representing shares of Company Stock issued under the
Plan will be subject to such stop-transfer orders and other restrictions as may
be applicable under such laws, regulations and other obligations of the Company,
including any requirement that a legend or legends be placed thereon.

19. HEADINGS

     Section headings are for reference only. In the event of a conflict between
a title and the content of a Section, the content of the Section shall control.

20. EFFECTIVE DATE OF THE PLAN

     This Plan became effective upon consummation of the initial public offering
of the Company Stock. The amendment and restatement of the Plan was effective as
of August 28, 2001.


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<PAGE>

21. MODIFICATION FOR GRANTS OUTSIDE THE U.S.

     The Board may, without amending the Plan, determine the terms and
conditions applicable Stock Options Grants or Restricted Stock Grants to
participants who are foreign nationals or employed outside the United States in
a manner otherwise inconsistent with the Plan if the Board deems such terms and
conditions necessary in order to recognize differences in local law or
regulations, tax policies or customs.

22. MISCELLANEOUS

     (a) SUBSTITUTE GRANTS. The Committee may make a Grant to an employee of
another corporation who becomes an Employee by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company or any of its subsidiaries in substitution for a stock
option or restricted stock grant made by such corporation ("Substituted Stock
Incentives"). The terms and conditions of the substitute grant may vary from the
terms and conditions required by the Plan and from those of the Substituted
Stock Incentives. The Committee shall prescribe the provisions of the substitute
grants.

     (b) COMPLIANCE WITH LAW. The Plan, the exercise of Stock Options and the
obligations of the Company to issue or transfer shares of Company Stock under
Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to Section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. The Committee
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.

     (c) OWNERSHIP OF STOCK. A Grantee or Successor Grantee shall have no rights
as a shareholder with respect to any shares of Company Stock covered by a Grant
until the shares are issued or transferred to the Grantee or Successor Grantee
on the stock transfer records of the Company.

     (d) GOVERNING LAW. The validity, construction, interpretation and effect of
the Plan and Grant Instruments issued under the Plan shall exclusively be
governed by and determined in accordance with the law of the Commonwealth of
Pennsylvania.


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