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                                                                    EXHIBIT 10.1

                          DURA AUTOMOTIVE SYSTEMS, INC.

                            1998 STOCK INCENTIVE PLAN
      (as amended December 16, 1999 and as further amended March 23, 2004)

      1.    Purposes of the Plan. The purposes of this Stock Incentive Plan are:

            -     to attract and retain the best available personnel for
                  positions of substantial responsibility,

            -     to provide additional incentive to Employees, Directors and
                  Consultants, and

            -     to promote the success of the Company's business.

            Grants of Incentive Stock Options or Nonstatutory Stock Options,
Stock Purchase Rights, Performance Awards or any combination of the foregoing
made be granted under this Plan.

      2.    Definitions. As used herein, the following definitions shall apply:

            (a) "Administrator" means the Board or any Committees as shall be
administering the Plan in accordance with Section 4 of the Plan.

            (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock Purchase Rights are,
or will be, granted under the Plan.

            (c) "Award" means any Option, Stock Purchase Right, Performance
Awards or any combination of the foregoing granted pursuant to this Plan.

            (d) "Award Agreement" means an Option Agreement, Restricted Stock
Purchase Agreement or Award Agreement or any other agreement between the Company
and a Grantee evidencing the terms and conditions of an individual Award grant.
An Award Agreement is subject to the terms and conditions of the Plan.

            (e) "Award Stock" means the Common Stock subject to an Award.

            (f) "Board" means the Board of Directors of the Company.

            (g) "Change in Control" means the occurrence 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 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

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in Rule 13d-3 under the Exchange Act, as amended from time to time), after the
effective date of the Plan, of securities of the Company representing 20 percent
or more of the combined voting power of the Company's then outstanding
securities;

                  (ii) When, during any period of 24 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 24-month period shall
be deemed to have satisfied such 24-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 24-month period) or by prior operation of this provision; 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 a Subsidiary through purchase of assets, by merger, consolidation, or
otherwise (other than a merger or consolidation (A) which would result in all or
a portion of the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation or (B) by
which the corporate existence of the Company is not affected and following which
the Company's chief executive officer and directors retain their positions with
the Company (and constitute at least a majority of the Board)).

            (h) "Class B Common" means the Class B Common Stock, par value $0.01
per share of the Company.

            (i) "Code" means the Internal Revenue Code of 1986, as amended.

            (j) "Committee" means a committee of Directors appointed by the
Board in accordance with Section 4 of the Plan.

            (k) "Common Stock" means the Class A Common Stock, par value $0.01
per share, of the Company, and any other shares into which such stock may be
changed by reason of a recapitalization, reorganization, merger, consolidation,
or any other change in the corporate structure or capital stock of the Company.

            (l) "Company" means Dura Automotive Systems, Inc., a Delaware
corporation and any successor entity.

            (m) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

            (n) "Director" means a member of the Board.

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            (o) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

            (p) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
Neither service as a Director nor payment of a Director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

            (q) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (r) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                  (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

                  (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; or

                  (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

            (s) "Grantee" means the holder of an outstanding Award granted under
the Plan (including an Optionee).

            (t) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

            (u) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

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            (v) "Notice of Grant" means a written or electronic notice
evidencing certain terms and conditions of an individual Award grant. The Notice
of Grant is part of the Award Agreement.

            (w) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

            (x) "Option" means a stock option granted pursuant to the Plan.

            (y) "Option Agreement" means an agreement between the Company and
Optionee evidencing the terms and conditions of an individual Option grant.

            (z) "Optionee" means the holder of an outstanding Option granted
under the Plan.

            (aa) "Other Company Securities" means securities of the Company
other than Common Stock, which may include, unbundled stock units or components
thereof, debentures, preferred stock, warrants and securities convertible into
or exchangeable for Common Stock or other property.

            (bb) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

            (cc) "Performance Award" means a performance award granted pursuant
to Section 12 of the Plan.

            (dd) "Performance Award Agreement" means a written agreement between
the Company and the Grantee evidencing the terms and conditions of an individual
Performance Award grant.

            (ee) "Plan" means this 1998 Stock Incentive Plan as may be amended
from time to time.

            (ff) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.

            (gg) "Restricted Stock Purchase Agreement" means a written agreement
between the Company and the Grantee evidencing the terms and condition applying
to stock purchased or otherwise acquired under a Stock Purchase Right.

            (hh) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

            (ii) "Section 16(b)" means Section 16(b) of the Exchange Act.

            (jj) "Service Provider" means an Employee, Director or Consultant.

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            (kk) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 14 of the Plan.

            (ll) "Stock Purchase Right" means the right to purchase or otherwise
acquire Common Stock pursuant to Section 11 of the Plan, as evidenced by a
Notice of Grant.

            (mm) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

      3.    Shares Subject to the Plan. Subject to the provisions of Section 14
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is (a) 1,000,000 Shares, plus (b) any Shares returned to the
1996 Key Employee Stock Option Plan (the "1996 Plan") as a result of termination
of options under the 1996 Plan, plus (c) an annual increase to be added on the
date of each annual meeting of the stockholders of the Company, beginning with
the 1999 annual meeting of the stockholders, equal to the lesser of (i)
1,000,000 Shares, (ii) five percent (5%) of the outstanding Shares on such date
or (iii) a lesser amount determined by the Board. The Shares may be authorized,
but unissued, or reacquired Common Stock.

            If an Award expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Award, shall not be returned to the Plan
and shall not become available for future distribution under the Plan, except
that if Shares of Restricted Stock are repurchased by the Company at their
original purchase price, such Shares shall become available for future grant
under the Plan.

      4.    Administration of the Plan.

            (a) Procedure.

                  (i) Multiple Administrative Bodies. The Plan may be
administered by different Committees with respect to different groups of Service
Providers.

                  (ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by an Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

                  (iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.

                  (iv) Other Administration. Other than as provided above, the
Plan shall be administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.

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            (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

                  (i) to determine the Fair Market Value;

                  (ii) to select the Service Providers to whom Awards may be
granted hereunder;

                  (iii) to determine the number of shares of Common Stock to be
covered by each Award granted hereunder;

                  (iv) to approve forms of agreement for use under the Plan;

                  (v) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Awards may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Award or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

                  (vi) to construe and interpret the terms of the Plan, Award
Agreements and any Awards granted pursuant to the Plan;

                  (vii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;

                  (viii) to modify or amend each Award (subject to Section 16(c)
of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Awards longer than is otherwise
provided for in the Plan;

                  (ix) to allow Grantees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Award that number of Shares having a Fair Market Value equal to
the amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by a Grantee to have Shares withheld for this
purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;

                  (x) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Award previously
granted by the Administrator;

                  (xi) to make all other determinations deemed necessary or
advisable for administering the Plan.

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            (c) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Grantees and any other holders of Awards.

      5.    Eligibility. Nonstatutory Stock Options, Stock Purchase Rights and
Performance Awards may be granted to Service Providers. Incentive Stock Options
may be granted only to Employees.

      6.    Limitations.

            (a) Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

            (b) Neither the Plan nor any Award shall confer upon Grantee any
right with respect to continuing the Grantee's relationship as a Service
Provider with the Company, nor shall they interfere in any way with the
Grantee's right or the Company's right to terminate such relationship at any
time, with or without cause.

            (c) The following limitations shall apply to grants of Options:

                  (i) No Service Provider shall be granted, in any fiscal year
of the Company, Options to purchase more than 500,000 Shares.

                  (ii) In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional 500,000 Shares
which shall not count against the limit set forth in subsection (i) above.

                  (iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 14.

                  (iv) If an Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 14), the canceled Option will be counted against the limits
set forth in subsections (i) and (ii) above. For this purpose, if the exercise
price of an Option is reduced, the transaction will be treated as a cancellation
of the Option and the grant of a new Option.

      7.    Term of Plan. Subject to Section 20 of the Plan, the Plan shall
become effective upon its adoption by the Board. It shall continue in effect for
a term of ten (10) years unless terminated earlier under Section 16 of the Plan.

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      8.    Term of Option. The term of each Option shall be stated in the
Option Agreement. In the case of an Incentive Stock Option, the term shall be
ten (10) years from the date of grant or such shorter term as may be provided in
the Option Agreement. Moreover, in the case of an Incentive Stock Option granted
to an Optionee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Option Agreement.

      9.    Option Exercise Price and Consideration.

            (a) Exercise Price. The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

                  (i) In the case of an Incentive Stock Option:

                  (A) granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant; and

                  (B) granted to any Employee other than an Employee described
in paragraph (A) immediately above, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of grant

                  (ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                  (iii) Notwithstanding the foregoing, Options may be granted
with a per Share exercise price of less than 100% of the Fair Market Value per
Share on the date of grant pursuant to a merger or other corporate transaction.

            (b) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.

            (c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:

                  (i) cash;

                  (ii) check;

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                  (iii) promissory note;

                  (iv) other Shares which (A) in the case of Shares acquired
upon exercise of an option, have been owned by the Optionee for more than six
months on the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;

                  (v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;

                  (vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;

                  (vii) any combination of the foregoing methods of payment; or

                  (viii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

      10.   Exercise of Options.

            (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence. An Option may not be exercised for a fraction of a Share.

      An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Award Stock, notwithstanding the exercise of the Option. The Company shall issue
(or cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 14 of
the Plan.

                  Exercising an Option in any manner shall decrease the number
of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

            (b) Termination of Relationship as a Service Provider. If an
Optionee ceases to be a Service Provider, other than upon the Optionee's death
or Disability, the Optionee may

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exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for three (3)
months following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

            (c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement
to the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

            (d) Death of Optionee. If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s) entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution. If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

            (e) Retirement of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's voluntary retirement, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of retirement
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Award
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee's retirement. If, on the date of retirement, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after retirement, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan. This Section 10(e) shall only apply to an Optionee who voluntarily
retires from the Company or a Subsidiary on or after the date on which such
Optionee has attained the age of 59-1/2.

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Notwithstanding anything in this Section 10(e) or an Option Agreement to the
contrary, if the Administrator determines in the good faith exercise of its
judgment that any Optionee who has retired engages in any conduct detrimental to
the Company, upon such determination by the Administrator, such Option shall
immediately and without further action on the part of the Company, expire and
become unexercisable. No notice of such determination need to be given to any
Optionee in such circumstance.

            (f) Change in Control. In the event of a Change in Control, only if
provided in the Option Agreement, any Option awarded under this Plan to the
extent not previously exercisable shall immediately become fully exercisable.
The Administrator in its sole discretion may direct the Company to cash out all
outstanding Options as of the date a Change in Control occurs or such other date
as the Administrator may determine prior to the Change in Control.

            (g) Buyout Provisions. The Administrator may at any time offer to
buy out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

      11.   Stock Purchase Rights.

            (a) Rights to Purchase. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other Awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
Grantee in writing or electronically, by means of a Notice of Grant, of the
terms, conditions and restrictions related to the offer, including the number of
Shares that the Grantee shall be entitled to purchase, the price to be paid (if
any), and the time within which the Grantee must accept such offer. The offer
shall be accepted by execution of a Restricted Stock Purchase Agreement in the
form determined by the Administrator. The Grantee will be required to pay to the
Company the aggregate par value of any Shares of Restricted Stock (or such
larger amount as the Administrator may determine to constitute capital under
Section 154 of the Delaware General Corporation Law, as amended, or any
successor thereto), unless such Shares of Restricted Stock are treasury shares.

            (b) Repurchase Option. Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the Grantee's service with the Company for any reason (including death or
Disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at a rate determined by the
Administrator.

            (c) Other Provisions. The Restricted Stock Purchase Agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.

            (d) Rights as a Stockholder. Once the Stock Purchase Right is
exercised, the Grantee shall have the rights equivalent to those of a
stockholder, and shall be a stockholder

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when his or her purchase is entered upon the records of the duly authorized
transfer agent of the Company. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Stock Purchase
Right is exercised, except as provided in Section 14 of the Plan.

      12.   Performance Awards.

            (a) Terms. Performance Awards may be granted to Service Providers at
any time and from time to time as determined by the Administrator. The
Administrator shall have complete discretion in determining the size and
composition of Performance Awards granted to a Service Provider and the
appropriate period over which performance is to be measured (a "performance
cycle"). Performance Awards may include (i) specific dollar-value target awards
(ii) performance units, the value of each such unit being determined by the
Administrator at the time of issuance, and/or (iii) performance Shares, the
value of each such Share being equal to the Fair Market Value of a share of
Common Stock.

            (b) Value of Award. The value of each Performance Award may be fixed
or it may be permitted to fluctuate based on a performance factor (e.g., return
on equity) selected by the Administrator.

            (c) Other Terms. The Administrator shall establish performance goals
and objectives for each performance cycle on the basis of such criteria and
objectives as the Administrator may select from time to time, including, without
limitation, the performance of the Service Provider, the Company, one or more of
its Subsidiaries or divisions or any combination of the foregoing. During any
performance cycle, the Administrator shall have the authority to adjust the
performance goals and objectives for such cycle for such reasons as it deems
equitable.

            (d) Performance Cycle. The Administrator shall determine the portion
of each Performance Award that is earned by a participant on the basis of the
Company's performance over the performance cycle in relation to the performance
goals for such cycle. The earned portion of a performance award may be paid out
in Shares, cash, Other Company Securities, or any combination thereof, as the
Administrator may determine.

            (e) Termination of Relationship as a Service Provider. A Grantee
must continue to be a Service Provider at the end of the performance cycle in
order to be entitled to payment of a Performance Award issued in respect of such
cycle; provided, however, that except as otherwise determined by the
Administrator, if a Grantee ceases to be a Service Provider upon his or her
death, Retirement, or Disability prior to the end of the performance cycle, the
Grantee shall earn a proportionate portion of the Performance Award based upon
the elapsed portion of the performance cycle and the Company's performance over
that portion of such cycle. In the event of a Change in Control, only if
provided in the Performance Award Agreement, a Grantee shall earn no less than
the portion of the Performance Award that the Grantee would have earned if the
applicable performance cycle(s) had terminated as of the date of the Change in
Control.

      13.   Non-Transferability of Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be

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exercised, during the lifetime of the Grantee, only by the Grantee. If the
Administrator makes an Award transferable, such Award shall contain such
additional terms and conditions as the Administrator deems appropriate.

      14.   Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

            (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Award, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Award, as well as the price per share of Common Stock covered by each such
outstanding Award, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
(including shares of Class B Common) shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Award.

            (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Grantee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Award shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised or
earned, an Award will terminate immediately prior to the consummation of such
proposed action.

            (c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Award shall be assumed or an equivalent option,
right or award substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Award, the Grantee shall
fully vest in and have the right to exercise the Award as to all of the Award
Stock, including Shares as to which it would not otherwise be vested or
exercisable. If an Award becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Grantee in writing or electronically that the
Award shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Award shall terminate upon the expiration
of such period. For the purposes of this paragraph, the

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Award shall be considered assumed if, following the merger or sale of assets,
the option or right confers the right to purchase or receive, for each Share of
Award Stock subject to the Award immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Award, for each Share of Award Stock subject
to the Award, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

      15.   Date of Grant. The date of grant of an Award shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Grantee within a
reasonable time after the date of such grant.

      16.   Amendment and Termination of the Plan.

            (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

            (b) Stockholder Approval. The Company shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

            (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Grantee,
unless mutually agreed otherwise between the Grantee and the Administrator,
which agreement must be in writing and signed by the Grantee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan
prior to the date of such termination.

      17.   Conditions Upon Issuance of Shares.

            (a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

            (b) Investment Representations. As a condition to the exercise of an
Award, the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

      18.   Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's

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<PAGE>

counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

      19.   Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

      20.   Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted by the Board. Such stockholder approval shall be obtained in the manner
and to the degree required under Applicable Laws. The Plan shall terminate in
the event that it is not approved by the stockholders of the Company within the
time period set forth herein. In addition, all of the Awards granted under this
Plan prior to its approval by the stockholders of the Company shall be granted
subject to, and conditioned upon, such approval and shall automatically
terminate in the event that the Plan has not been approved by the stockholders
within the time period set forth herein.

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