<PAGE>
 
                                                                    EXHIBIT 10.1

                           PLATINUM technology, inc.

                     EMPLOYEE INCENTIVE COMPENSATION PLAN,
                                  AS AMENDED
<PAGE>
 
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                               TABLE OF CONTENTS
 
                                                                       Page
                                                                       ----
<C>            <S>                                                      <C>
ARTICLE I      ESTABLISHMENT...........................................   1
     1.1       Purpose.................................................   1

ARTICLE II     DEFINITIONS.............................................   1
     2.1       "Affiliate".............................................   1
     2.2       "Agreement" or "Award Agreement"........................   1
     2.3       "Award".................................................   1
     2.4       "Beneficiary"...........................................   2
     2.5       "Board of Directors" or "Board".........................   2
     2.6       "Cash Incentive Award"..................................   2
     2.7       "Cause".................................................   2
     2.8       "Change in Control" and "Change in Control Price".......   2
     2.9       "Code" or "Internal Revenue Code".......................   2
     2.10      "Commission"............................................   2
     2.11      "Committee".............................................   2
     2.12      "Common Stock"..........................................   3
     2.13      "Company"...............................................   3
     2.14      "Covered Employee"......................................   3
     2.15      "Deferred Stock"........................................   3
     2.16      "Disability"............................................   3
     2.17      "Dividend Equivalent"...................................   3
     2.18      "Effective Date"........................................   3
     2.19      "Exchange Act"..........................................   3
     2.20      "Fair Market Value".....................................   3
     2.21      "Grant Date"............................................   4
     2.22      "Incentive Stock Option"................................   4
     2.23      "NASDAQ"................................................   4
     2.24      "Non-Qualified Stock Option"............................   4
     2.25      "Option Period".........................................   4
     2.26      "Option Price"..........................................   4
     2.27      "Other Stock Based Awards"..............................   4  
     2.28      "Participant"...........................................   4
     2.29      "Performance Award".....................................   4
     2.30      "Plan"..................................................   4
     2.31      "Representative"........................................   4
     2.32      "Restricted Stock"......................................   5
     2.33      "Retirement"............................................   5
     2.34      "Rule 16b-3"............................................   5
     2.35      "Securities Act"........................................   5
     2.36      "Stock Appreciation Right"..............................   5
     2.37      "Stock Option" or "Option"..............................   5
     2.38      "Termination of Employment".............................   5

ARTICLE III    ADMINISTRATION..........................................   6
     3.1       Committee Structure and Authority.......................   6
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ARTICLE IV     STOCK SUBJECT TO PLAN...................................   8
     4.1       Number of Shares........................................   8
     4.2       Release of Shares.......................................   8
     4.3       Restrictions on Shares..................................   8
     4.4       Stockholder Rights......................................   9
     4.5       Best Efforts To Register................................   9
     4.6       Anti-Dilution...........................................   9

ARTICLE V      ELIGIBILITY.............................................  10
     5.1       Eligibility.............................................  10
     5.2       Per-Person Award Limitations............................  10

ARTICLE VI     STOCK OPTIONS...........................................  11
     6.1       General.................................................  11
     6.2       Grant and Exercise......................................  11
     6.3       Terms and Conditions....................................  11
     6.4       Termination by Reason of Death..........................  13
     6.5       Termination by Reason of Disability.....................  14
     6.6       Other Termination.......................................  14
     6.7       Cashing Out of Option...................................  14

ARTICLE VII    STOCK APPRECIATION RIGHTS...............................  15
     7.1       General.................................................  15
     7.2       Grant...................................................  15
     7.3       Terms and Conditions....................................  15

ARTICLE VIII   RESTRICTED STOCK........................................  16
     8.1       General.................................................  16
     8.2       Awards and Certificates.................................  17
     8.3       Terms and Conditions....................................  17

ARTICLE IX     DEFERRED STOCK..........................................  18
     9.1       General.................................................  18
     9.2       Terms and Conditions....................................  18

ARTICLE X      OTHER AWARDS............................................  20
     10.1      Bonus Stock and Awards In Lieu of Obligations...........  20
     10.2      Dividend Equivalents....................................  20
     10.3      Other Stock-Based Awards................................  20
     10.4      Performance Awards                                        20

ARTICLE XI     PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE
               PLAN....................................................  24
     11.1      Limited Transfer During Offering........................  24
     11.2      Committee Discretion....................................  24
     11.3      No Company Obligation...................................  24

 
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ARTICLE XII    CHANGE IN CONTROL PROVISIONS............................  24
     12.1      Impact of Event.........................................  24
     12.2      Definition of Change in Control.........................  25
     12.3      Change in Control Price.................................  26

ARTICLE XIII   MISCELLANEOUS...........................................  26
     13.1      Amendments and Termination..............................  26
     13.2      Stand-Alone, Additional, Tandem, and Substitute Awards..  27
     13.3      Form and Timing of Payment Under Awards; Deferrals......  27
     13.4      Status of Awards Under Code Section 162(m)..............  27
     13.5      Unfunded Status of Plan; Limits on Transferability......  28
     13.6      General Provisions......................................  28
     13.7      Mitigation of Excise Tax................................  29
     13.8      Rights with Respect to Continuance of Employment........  30
     13.9      Awards in Substitution for Awards Granted by Other
               Corporations............................................  30
     13.10     Procedure for Adoption..................................  30
     13.11     Procedure for Withdrawal................................  31
     13.12     Delay...................................................  31
     13.13     Headings................................................  31
     13.14     Severability............................................  31
     13.15     Successors and Assigns..................................  31
     13.16     Entire Agreement........................................  31
</TABLE>
<PAGE>
 
   PLATINUM technology, inc. EMPLOYEE INCENTIVE COMPENSATION PLAN, AS AMENDED


                                   ARTICLE I
                                   ---------

                                 ESTABLISHMENT
                                 -------------

     1.1  Purpose.

     The PLATINUM technology, inc. Employee Incentive Compensation Plan (as
amended, "Plan") is hereby established by PLATINUM technology, inc. ("Company").
The purpose of the Plan is to promote the overall financial objectives of the
Company and its stockholders by motivating those persons selected to participate
in the Plan to achieve long-term growth in stockholder equity in the Company and
by retaining the association of those individuals who are instrumental in
achieving this growth.  The Plan is intended to qualify certain compensation
awarded under the Plan for tax deductibility under Section 162(m) of the Code
(as defined herein) to the extent deemed appropriate by the Committee (as
defined herein).  The Plan and the grant of awards thereunder are expressly
conditioned upon the Plan's approval by the stockholders of the Company.  If
such approval is not obtained, then this Plan and all Awards (as defined herein)
hereunder shall be null and void ab initio.  The Plan is adopted, subject to
stockholder approval, effective as of July 21, 1994.


                                  ARTICLE II
                                  ----------

                                  DEFINITIONS
                                  -----------

     For purposes of the Plan, the following terms are defined as set forth
below:

     2.1  "Affiliate" means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated association or other
entity (other than the Company) that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company including, without limitation, any member of an affiliated group of
which the Company is a common parent corporation as provided in Section 1504 of
the Code.

     2.2  "Agreement" or "Award Agreement" means, individually or collectively,
any agreement entered into pursuant to the Plan pursuant to which an Award is
granted to a Participant.

     2.3  "Award" means any Option, SAR, Restricted Stock, Deferred Stock,
Stock, Dividend Equivalent, Other Stock-Based Award, Performance Award or Cash
Incentive Award, together with any other right or interest granted to a
Participant under the Plan.

                                       1
<PAGE>
 
     2.4  "Beneficiary" means the person, persons, trust or trusts which have
been designated by a Participant in his or her most recent written beneficiary
designation filed with the Committee to receive the benefits specified under the
Plan upon such Participant's death or to which Awards or other rights are
transferred if and to the extent permitted hereunder.  If, upon a Participant's
death, there is no designated Beneficiary or surviving designated Beneficiary,
then the term Beneficiary means the person, persons, trust or trusts entitled by
will or the laws of descent and distribution to receive such benefits.

     2.5  "Board of Directors" or "Board" means the Board of Directors of the
Company.

     2.6  "Cash Incentive Award" means a conditional right granted to a
Participant under Section 10.4(c) hereof to receive a cash payment, unless
otherwise determined by the Committee, after the end of a specified period.

     2.7  "Cause" shall mean, for purposes of whether and when a Participant has
incurred a Termination of Employment for Cause, any act or omission which
permits the Company to terminate the written agreement or arrangement between
the Participant and the Company or an Affiliate for "cause" as defined in such
agreement or arrangement, or in the event there is no such agreement or
arrangement or the agreement or arrangement does not define the term "cause" or
a substantially equivalent term, then Cause shall mean (a) any act or failure to
act deemed to constitute cause under the Company's established practices,
policies or guidelines applicable to the Participant or (b) the Participant's
act or act of omission which constitutes gross misconduct with respect to the
Company or an Affiliate in any material respect, including, without limitation,
an act or act of omission of a criminal nature, the result of which is
detrimental to the interests of the Company or an Affiliate, or conduct, or the
omission of conduct, which constitutes a material breach of a duty the
Participant owes to the Company or an Affiliate.

     2.8  "Change in Control" and "Change in Control Price" have the meanings
set forth in Sections 12.2 and 12.3, respectively.

     2.9  "Code" or "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, Treasury Regulations (including proposed regulations)
thereunder and any subsequent Internal Revenue Code.

     2.10 "Commission" means the Securities and Exchange Commission or any
successor agency.

     2.11 "Committee" means the Compensation Committee of the Board or such
other Board committee as may be designated by the Board to administer the Plan;
provided, however, that the Committee shall consist solely of two or more
directors, each of whom is a "Non-Employee Director" as defined in Rule 16b-3
under the Exchange Act and each of whom is also an "outside director" under
Section 162(m) of the Code.

                                       2
<PAGE>
 
     2.12  "Common Stock" means the shares of the regular voting Common Stock,
$.001 par value, whether presently or hereafter issued, and any other stock or
security resulting from adjustment thereof as described hereinafter or the
common stock of any successor to the Company which is designated for the purpose
of the Plan.

     2.13  "Company" means PLATINUM technology, inc., a Delaware corporation,
and includes any successor or assignee corporation or corporations into which
the Company may be merged, changed or consolidated; any corporation for whose
securities the securities of the Company shall be exchanged; and any assignee of
or successor to substantially all of the assets of the Company.

     2.14  "Covered Employee" means a Participant who is a "covered employee"
within the meaning of Section 162(m) of the Code.

     2.15  "Deferred Stock" means a right, granted to a Participant under
Section 9.1 hereof, to receive Common Stock, cash or a combination thereof at
the end of a specified deferral period.

     2.16  "Disability" means a mental or physical illness that entitles the
Participant to receive benefits under the long-term disability plan of the
Company or an Affiliate, or if the Participant is not covered by such a plan or
the Participant is not an employee of the Company or an Affiliate, a mental or
physical illness that renders a Participant totally and permanently incapable of
performing the Participant's duties for the Company or an Affiliate.
Notwithstanding the foregoing, a Disability shall not qualify under this Plan if
it is the result of (i) a willfully self-inflicted injury or willfully self-
induced sickness; or (ii) an injury or disease contracted, suffered, or incurred
while participating in a criminal offense.  The determination of Disability
shall be made by the Committee.  The determination of Disability for purposes of
this Plan shall not be construed to be an admission of disability for any other
purpose.

     2.17  "Dividend Equivalent" means a right, granted to a Participant under
Section 10.2, to receive cash, Common Stock, other Awards or other property
equal in value to dividends paid with respect to a specified number of shares of
Common Stock.

     2.18  "Effective Date" means July 21, 1994.

     2.19  "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

     2.20  "Fair Market Value" means the fair market value of Common Stock,
Awards, or other property as determined by the Committee or under procedures
established by the Committee.  Unless otherwise determined by the Committee, the
Fair Market Value per share of Common Stock as of any given date shall be the
closing sale price per share reported on a consolidated basis for stock listed
on the principal stock exchange or market on which Common Stock is traded on the
date as

                                       3
<PAGE>
 
of which such value is being determined or, if there is no sale on that date,
then on the last previous day on which a sale was reported.

     2.21  "Grant Date" means the date as of which an Award is granted pursuant
to the Plan.

     2.22  "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

     2.23  "NASDAQ" means The Nasdaq Stock Market, including the Nasdaq National
Market.

     2.24  "Non-Qualified Stock Option" means an Option to purchase Common Stock
in the Company granted under the Plan, the taxation of which is pursuant to
Section 83 of the Code.

     2.25  "Option Period" means the period during which an Option shall be
exercisable in accordance with the related Agreement and Article VI.

     2.26  "Option Price" means the price at which the Common Stock may be
purchased under an Option as provided in Section 6.3(b).

     2.27  "Other Stock Based Awards" means Awards granted to a Participant
under Section 10.3 hereof.
 
     2.28  "Participant" means a person who satisfies the eligibility conditions
of Article V and to whom an Award has been granted by the Committee under the
Plan, and in the event a Representative is appointed for a Participant or
another person becomes a Representative, then the term "Participant" shall mean
such  Representative.  The term shall also include a trust for the benefit of
the Participant, the Participant's parents, spouse or descendants, or a
custodian under a uniform gifts to minors act or similar statute for the benefit
of the Participant's descendants, to the extent permitted by the Committee.
Notwithstanding the foregoing, the term "Termination of Employment" shall mean
the Termination of Employment of the person to whom the Award was originally
granted.

     2.29  "Performance Award" means a right, granted to a Participant under
Section 10.4 hereof, to receive Awards based upon performance criteria specified
by the Committee.

     2.30  "Plan" means the PLATINUM technology, inc. Employee Incentive
Compensation Plan, as herein set forth and as may be amended from time to time.

     2.31  "Representative" means (a) the person or entity acting as the
executor or administrator of a Participant's estate pursuant to the last will
and testament of a Participant or pursuant to the laws of the jurisdiction in
which the Participant had the

                                       4
<PAGE>
 
Participant's primary residence at the date of the Participant's death; (b) the
person or entity acting as the guardian or temporary guardian of a Participant;
(c) the person or entity which is the Beneficiary of the Participant upon or
following the Participant's death; or (d) any person to whom an Option has been
permissibly transferred; provided that only one of the foregoing shall be the
Representative at any point in time as determined under applicable law and
recognized by the Committee.

     2.32  "Restricted Stock" means Common Stock granted to a Participant under
Section 8.1 hereof, that is subject to certain restrictions and to a risk of
forfeiture.

     2.33  "Retirement" means the Participant's Termination of Employment after
attaining either the normal retirement age or the early retirement age as
defined in the principal (as determined by the Committee) tax-qualified plan of
the Company or an Affiliate, if the Participant is covered by such a plan, or if
the Participant is not covered by such a plan, then age 65, or age 55 with the
accrual of 10 years of service.

     2.34  "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

     2.35  "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

     2.36  "Stock Appreciation Right" means a right granted under Article VII.

     2.37  "Stock Option" or "Option" means a right, granted to a Participant
under Section 6.1 hereof, to purchase Common Stock or other Awards at a
specified price during specified time periods.

     2.38  "Termination of Employment" means the occurrence of any act or event,
whether pursuant to an employment agreement or otherwise, that actually or
effectively causes or results in the person's ceasing, for whatever reason, to
be an officer, independent contractor, director or employee of the Company or of
any Affiliate, or to be an officer, independent contractor, director or employee
of any entity that provides services to the Company or an Affiliate, including,
without limitation, death, Disability, dismissal, severance at the election of
the Participant, Retirement, or severance as a result of the discontinuance,
liquidation, sale or transfer by the Company or its Affiliates of all businesses
owned or operated by the Company or its Affiliates.  With respect to any person
who is not an employee with respect to the Company or a subsidiary of the
Company, the Agreement shall establish what act or event shall constitute a
Termination of Employment for purposes of the Plan.  A transfer of employment
from the Company to an Affiliate, or from an Affiliate to the Company, will not
be a Termination of Employment, unless expressly determined by the Committee.  A
Termination of Employment shall occur for an employee who is employed by an
Affiliate if the Affiliate shall cease to be an Affiliate, and the

                                       5
<PAGE>
 
Participant shall not immediately thereafter become an employee of the Company
or an Affiliate.

     In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.

                                  ARTICLE III
                                  -----------

                                ADMINISTRATION
                                --------------

     3.1  Committee Structure and Authority.  The Plan shall be administered by
the Committee.  A majority of the Committee shall constitute a quorum at any
meeting thereof (including by telephone conference) and the acts of a majority
of the members present, or acts approved in writing by a majority of the entire
Committee without a meeting, shall be the acts of the Committee for purposes of
this Plan.  The Committee may authorize any one or more of its members or an
officer of the Company to execute and deliver documents on behalf of the
Committee.  A member of the Committee shall not exercise any discretion
respecting himself or herself under the Plan.  The Board shall have the
authority to remove, replace or fill any vacancy of any member of the Committee
upon notice to the Committee and the affected member.  Any member of the
Committee may resign upon notice to the Board.  The Committee may allocate among
one or more of its members, or may delegate to one or more of its agents, such
duties and responsibilities as it determines.

     Among other things, the Committee shall have the authority, subject to the
terms of the Plan:

          (a) to select those persons to whom Awards may be granted from time to
     time;

          (b) to determine whether and to what extent Awards or any combination
     thereof are to be granted hereunder;

          (c) to determine the number of shares of Common Stock to be covered by
     each stock-based Award granted hereunder;

          (d) to determine the terms and conditions of any Award granted
     hereunder (including, but not limited to, the Option Price, the Option
     Period, any exercise restriction or limitation and any exercise
     acceleration, forfeiture or waiver regarding any Award, any shares of
     Common Stock relating thereto, any performance criteria and the
     satisfaction of each criteria);

          (e) to adjust the terms and conditions, at any time or from time to
     time, of any Award, subject to the limitations of Section 13.1;

                                       6
<PAGE>
 
          (f) to determine to what extent and under what circumstances Common
     Stock and other amounts payable with respect to an Award shall be deferred;

          (g) to determine under what circumstances an Award may be settled in
     cash or Common Stock;

          (h) to provide for the forms of Agreements to be utilized in
     connection with the Plan;

          (i) to determine whether a Participant has a Disability or a
     Retirement;

          (j) to determine what securities law requirements are applicable to
     the Plan, Awards and the issuance of shares of Common Stock under the Plan
     and to require of a Participant that appropriate action be taken with
     respect to such requirements;

          (k) to cancel, with the consent of the Participant or as otherwise
     provided in the Plan or an Agreement, outstanding Awards;

          (l) to interpret and make final determinations with respect to the
     remaining number of shares of Common Stock available under this Plan;

          (m) to require, as a condition of the exercise of an Award or the
     issuance or transfer of a certificate of Common Stock, the withholding from
     a Participant of the amount of any Federal, state or local taxes as may be
     necessary in order for the Company or any other employer to obtain a
     deduction or as may be otherwise required by law;

          (n) to determine whether and with what effect a Participant has
     incurred a Termination of Employment;

          (o) to determine whether the Company or any other person has a right
     or obligation to purchase Common Stock from a Participant and, if so, the
     terms and conditions on which such Common Stock is to be purchased;

          (p) to determine the restrictions or limitations on the transfer of
     Common Stock;

          (q) to determine whether an Award is to be adjusted, modified or
     purchased, or is to become fully exercisable, under the Plan or the terms
     of an Agreement;

          (r) to determine the permissible methods of Award exercise and
     payment, including cashless exercise arrangements;

                                       7
<PAGE>
 
          (s) to adopt, amend and rescind such rules and regulations as, in its
     opinion, may be advisable in the administration of the Plan; and

          (t) to appoint and compensate agents, counsel, auditors or other
     specialists to aid it in the discharge of its duties.

     The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any Agreement) and to otherwise
supervise the administration of the Plan.  The Committee's policies and
procedures may differ with respect to Awards granted at different times or to
different Participants.

     Any determination made by the Committee pursuant to the provisions of the
Plan shall be made in its sole discretion, and in the case of any determination
relating to an Award, may be made at the time of the grant of the Award or,
unless in contravention of any express term of the Plan or an Agreement, at any
time thereafter.  All decisions made by the Committee pursuant to the provisions
of the Plan shall be final and binding on all persons, including the Company and
Participants.  No determination shall be subject to de novo review if challenged
in court.

                                   ARTICLE IV
                                   ----------

                             STOCK SUBJECT TO PLAN
                             ---------------------

     4.1  Number of Shares.  Subject to the adjustment under Section 4.6, the
total number of shares of Common Stock reserved and available for distribution
pursuant to Awards under the Plan shall be 8,600,000 shares of Common Stock
authorized for issuance.  Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares.

     4.2  Release of Shares.  Subject to Section 7.3(f), if any shares of Common
Stock that are subject to any Award cease to be subject to an Award or are
forfeited, if any Award otherwise terminates without issuance of shares of
Common Stock being made to the Participant, or if any shares (whether or not
restricted) of Common Stock are received by the Company in connection with the
exercise of an Award, including the satisfaction of tax withholding, such
shares, in the discretion of the Committee, may again be available for
distribution in connection with Awards under the Plan.

     4.3  Restrictions on Shares.  Shares of Common Stock issued as or in
conjunction with an Award shall be subject to the terms and conditions specified
herein and to such other terms, conditions and restrictions as the Committee in
its discretion may determine or provide in an Award Agreement.  The Company
shall not be required to issue or deliver any certificates for shares of Common
Stock, cash or other property prior to (i) the listing of such shares on any
stock exchange or NASDAQ (or other public market) on which the Common Stock may
then be listed (or

                                       8
<PAGE>
 
regularly traded), (ii) the completion of any registration or qualification of
such shares under Federal or state law, or any ruling or regulation of any
government body which the Committee determines to be necessary or advisable, and
(iii) the satisfaction of any applicable withholding obligation in order for the
Company or an Affiliate to obtain a deduction with respect to the exercise of an
Award.  The Company may cause any certificate for any share of Common Stock to
be delivered to be properly marked with a legend or other notation reflecting
the limitations on transfer of such Common Stock as provided in this Plan or as
the Committee may otherwise require.  The Committee may require any person
exercising an Award to make such representations and furnish such information as
it may consider appropriate in connection with the issuance or delivery of the
shares of Common Stock in compliance with applicable law or otherwise.
Fractional shares shall not be delivered, but shall be rounded to the next lower
whole number of shares.

     4.4  Stockholder Rights.  No person shall have any rights of a stockholder
as to shares of Common Stock subject to an Award until, after proper exercise of
the Award or other action required, such shares shall have been recorded on the
Company's official stockholder records as having been issued or transferred.
Upon exercise of the Award or any portion thereof, the Company will have thirty
(30) days in which to issue the shares, and the Participant will not be treated
as a stockholder for any purpose whatsoever prior to such issuance.  No
adjustment shall be made for cash dividends or other rights for which the record
date is prior to the date such shares are recorded as issued or transferred in
the Company's official stockholder records, except as provided herein or in an
Agreement.

     4.5  Best Efforts To Register.  The Company will register under the
Securities Act the Common Stock delivered or deliverable pursuant to Awards on
Commission Form S-8 if available to the Company for this purpose (or any
successor or alternate form that is substantially similar to that form to the
extent available to effect such registration), in accordance with the rules and
regulations governing such forms, as soon after stockholder approval of the Plan
as the Committee, in its sole discretion, shall deem such registration
appropriate.  The Company will use its best efforts to cause the registration
statement to become effective and will file such supplements and amendments to
the registration statement as may be necessary to keep the registration
statement in effect until the earliest of (a) one year following the expiration
of the Option Period of the last Option outstanding, (b) the date the Company is
no longer a reporting company under the Exchange Act and (c) the date all
Participants have disposed of all shares delivered pursuant to any Award.

     4.6  Anti-Dilution.  In the event of any Company stock dividend, stock
split, combination or exchange of shares, recapitalization or other change in
the capital structure of the Company, corporate separation or division of the
Company (including, but not limited to, a split-up, spin-off, split-off or
distribution to Company stockholders other than a normal cash dividend), sale by
the Company of all or a substantial portion of its assets (measured on either a
stand-alone or consolidated basis), reorganization, rights offering, a partial
or complete liquidation, or any other corporate transaction, Company stock
offering or event involving the Company and having an effect similar

                                       9
<PAGE>
 
to any of the foregoing, then the Committee shall adjust or substitute, as the
case may be, the number of shares of Common Stock available for Awards under the
Plan, the number of shares of Common Stock covered by outstanding Awards, the
exercise price per share of outstanding Awards, and performance conditions and
any other characteristics or terms of the Awards as the Committee shall deem
necessary or appropriate to reflect equitably the effects of such changes to the
Participants; provided, however, that the Committee may limit any such
adjustment so as to maintain the deductibility of the Awards under Section
162(m) and that any fractional shares resulting from such adjustment shall be
eliminated by rounding to the next lower whole number of shares with appropriate
payment for such fractional shares as shall reasonably be determined by the
Committee.

                                   ARTICLE V
                                   ---------

                                  ELIGIBILITY
                                  -----------

     5.1  Eligibility.  Except as herein provided, the persons who shall be
eligible to participate in the Plan and be granted Awards shall be those persons
who are directors, officers, employees and consultants of the Company or any
subsidiary of the Company, who shall be in a position, in the opinion of the
Committee, to make contributions to the growth, management, protection and
success of the Company and its subsidiaries.  Of those persons described in the
preceding sentence, the Committee may, from time to time, select persons to be
granted Awards and shall determine the terms and conditions with respect
thereto.  In making any such selection and in determining the form of the Award,
the Committee may give consideration to the person's functions and
responsibilities, the person's contributions to the Company and its
subsidiaries, the value of the individual's service to the Company and its
subsidiaries and such other factors deemed relevant by the Committee.  The
Committee may designate in writing any person who is not eligible to participate
in the Plan if such person would otherwise be eligible to participate in this
Plan (and members of the Committee are expressly excluded from participation in
the Plan).

     5.2  Per-Person Award Limitations.  In each fiscal year during any part of
which the Plan is in effect, a Participant may not be granted Awards relating to
more than 800,000 shares of Common Stock, subject to adjustment as provided in
Section 4.6, under each of Articles VI, VII, VIII and IX and Sections 10.1,
10.2, 10.3 and 10.4(b).  In addition, the maximum aggregate amount that may be
paid out as final Cash Incentive Awards or other cash Awards in any fiscal year
to any one Participant shall be $5,000,000.

                                      10
<PAGE>
 
                                  ARTICLE VI
                                  ----------

                                 STOCK OPTIONS
                                 -------------

     6.1  General.  The Committee shall have authority to grant Stock Options
under the Plan at any time or from time to time.  Stock Options may be granted
alone or in addition to other Awards and may be either Incentive Stock Options
or Non-Qualified Stock Options.  An Option shall entitle the Participant to
receive shares of Common Stock upon exercise of such Option, subject to the
Participant's satisfaction in full of any conditions, restrictions or
limitations imposed in accordance with the Plan or an Agreement (the terms and
provisions of which may differ from other Agreements), including, without
limitation, payment of the Option Price.

     6.2  Grant and Exercise.  The grant of a Stock Option shall occur as of the
date the Committee determines.  Each Option granted under this Plan shall be
evidenced by an Agreement, in a form approved by the Committee, which shall
embody the terms and conditions of such Option and which shall be subject to the
express terms and conditions set forth in the Plan.  Such Agreement shall become
effective upon execution by the Participant.  Only a person who is a common-law
employee of the Company, any parent corporation of the Company or a subsidiary
(as such terms are defined in Section 424 of the Code) on the date of grant
shall be eligible to be granted an Option which is intended to be and is an
Incentive Stock Option.  To the extent that any Stock Option is not designated
as an Incentive Stock Option or even if so designated does not qualify as an
Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be exercised, so as
to disqualify the Plan under Section 422 of the Code or, without the consent of
the Participant affected, to disqualify any Incentive Stock Option under such
Section 422.

     6.3  Terms and Conditions.  Stock Options shall be subject to such terms
and conditions as shall be determined by the Committee, including the following:

          (a) Option Period.  The Option Period of each Stock Option shall be
     fixed by the Committee; provided that no Stock Option shall be exercisable
     more than ten (10) years after the date the Stock Option is granted.  In
     the case of an Incentive Stock Option granted to an individual who owns
     more than ten percent (10%) of the combined voting power of all classes of
     stock of the Company, a corporation which is a parent corporation of the
     Company or any subsidiary of the Company (each as defined in Section 424 of
     the Code), the Option Period shall not exceed five (5) years from the date
     of grant.  No Option which is intended to be an Incentive Stock Option
     shall be granted more than ten (10) years from the date the Plan is adopted
     by the Company or the date the Plan is approved by the stockholders of the
     Company, whichever is earlier.

                                      11
<PAGE>
 
          (b) Option Price.  The Option Price per share of the Common Stock
     purchasable under an Option shall be determined by the Committee; provided,
     however, that the Option Price per share shall be not less than the Fair
     Market Value per share on the date the Option is granted.  If such Option
     is intended to qualify as an Incentive Stock Option and is granted to an
     individual who owns or who is deemed to own stock possessing more than ten
     percent (10%) of the combined voting power of all classes of stock of the
     Company, a corporation which is a parent corporation of the Company or any
     subsidiary of the Company (each as defined in Section 424 of the Code), the
     Option Price per share shall not be less than one hundred ten percent
     (110%) of such Fair Market Value per share.

          (c) Exercisability.  Subject to Section 12.1, Stock Options shall be
     exercisable at such time or times and subject to such terms and conditions
     as shall be determined by the Committee.  If the Committee provides that
     any Stock Option is exercisable only in installments, the Committee may at
     any time waive such installment exercise provisions, in whole or in part.
     In addition, the Committee may at any time accelerate the exercisability of
     any Stock Option.  If the Committee intends that an Option be an Incentive
     Stock Option, the Committee may, in its discretion, provide that the
     aggregate Fair Market Value (determined at the Grant Date) of the Common
     Stock as to which such Incentive Stock Option which is exercisable for the
     first time during any calendar year shall not exceed $100,000.

          (d) Method of Exercise.  Subject to the provisions of this Article VI,
     a Participant may exercise Stock Options, in whole or in part, at any time
     during the Option Period by the Participant's giving written notice of
     exercise on a form provided by the Committee (if available) to the Company
     specifying the number of shares of Common Stock subject to the Stock Option
     to be purchased.  Such notice shall be accompanied by payment in full of
     the purchase price by cash or check or such other form of payment as the
     Company may accept.  If approved by the Committee, payment in full or in
     part may also be made (i) by delivering Common Stock already owned by the
     Participant having a total Fair Market Value on the date of such delivery
     equal to the Option Price; (ii) by the execution and delivery of a note or
     other evidence of indebtedness (and any security agreement thereunder)
     satisfactory to the Committee and permitted in accordance with Section
     6.3(e); (iii) by authorizing the Company to retain shares of Common Stock
     which would otherwise be issuable upon exercise of the Option having a
     total Fair Market Value on the date of delivery equal to the Option Price;
     (iv) by the delivery of cash or the extension of credit by a broker-dealer
     to whom the Participant has submitted a notice of exercise or otherwise
     indicated an intent to exercise an Option (in accordance with Part 220,
     Chapter II, Title 12 of the Code of Federal Regulations, so-called
     "cashless" exercise); or (v) by any combination of the foregoing.  If
     payment of the Option Price of a Non-Qualified Stock Option is made in
     whole or in part in the form of Restricted Stock or Deferred Stock, the
     number of shares of Common Stock to be received upon such exercise that is

                                      12
<PAGE>
 
     equal to the number of shares of Restricted Stock or Deferred Stock used
     for payment of the Option Price shall be subject to the same forfeiture
     restrictions or deferral limitations to which such Restricted Stock or
     Deferred Stock was subject, unless otherwise determined by the Committee.
     In the case of an Incentive Stock Option, the right to make a payment in
     the form of already owned shares of Common Stock of the same class as the
     Common Stock subject to the Stock Option may be authorized only at the time
     the Stock Option is granted.  No shares of Common Stock shall be issued
     until full payment therefor, as determined by the Committee, has been made.
     Subject to any forfeiture restrictions or deferral limitations that may
     apply if a Stock Option is exercised using Restricted Stock or Deferred
     Stock, a Participant shall have all of the rights of a stockholder of the
     Company holding the class of Common Stock that is subject to such Stock
     Option (including, if applicable, the right to vote the shares and the
     right to receive dividends), when the Participant has given written notice
     of exercise, has paid in full for such shares and such shares have been
     recorded on the Company's official stockholder records as having been
     issued or transferred.

          (e) Company Loan or Guarantee.  Upon the exercise of any Option and
     subject to the pertinent Agreement and the discretion of the Committee, the
     Company may at the request of the Participant:

               (i) lend to the Participant an amount equal to such portion of
          the Option Price as the Committee may determine; or

               (ii) guarantee a loan obtained by the Participant from a
          third-party for the purpose of tendering the Option Price.

     The terms and conditions of any loan or guarantee, including the term,
     interest rate and any security interest thereunder and whether the loan
     shall be with recourse, shall be determined by the Committee, except that
     no extension of credit or guarantee shall obligate the Company for an
     amount to exceed the lesser of the aggregate Fair Market Value per share of
     the Common Stock on the date of exercise, less the par value of the shares
     of Common Stock to be purchased upon the exercise of the Award, or the
     amount permitted under applicable laws or the regulations and rules of the
     Federal Reserve Board and any other governmental agency having
     jurisdiction.

          (f) Non-transferability of Options.  Except as otherwise provided in
     an Agreement or determined by the Committee, no Stock Option or interest
     therein shall be transferable by the Participant other than by will or by
     the laws of descent and distribution, and all Stock Options shall be
     exercisable during the Participant's lifetime only by the Participant.

     6.4  Termination by Reason of Death.  Unless otherwise provided in an
Agreement or determined by the Committee, if a Participant incurs a Termination
of Employment due to death, any unexpired and unexercised Stock Option held by
such

                                      13
<PAGE>
 
Participant shall thereafter be fully exercisable for a period of ninety (90)
days following the date of the appointment of a Representative (or such other
period or no period as the Committee may specify) or until the expiration of the
Option Period, whichever period is the shorter.

     6.5  Termination by Reason of Disability.  Unless otherwise provided in an
Agreement or determined by the Committee, if a Participant incurs a Termination
of Employment due to a Disability, any unexpired and unexercised Stock Option
held by such Participant shall thereafter be fully exercisable by the
Participant for the period of ninety (90) days (or such other period or no
period as the Committee may specify) immediately following the date of such
Termination of Employment or until the expiration of the Option Period,
whichever period is shorter, and the Participant's death at any time following
such Termination of Employment due to Disability shall not affect the foregoing.
In the event of Termination of Employment by reason of Disability, if an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.

     6.6  Other Termination.  Unless otherwise provided in an Agreement or
determined by the Committee, if a Participant incurs a Termination of Employment
due to Retirement, or the Termination of Employment is involuntary on the part
of the Participant (but is not due to death or Disability or with Cause), any
Stock Option held by such Participant shall thereupon terminate, except that
such Stock Option, to the extent then exercisable, may be exercised for the
lesser of the ninety (90) day period commencing with the date of such
Termination of Employment or until the expiration of the Option Period.  Unless
otherwise provided in an agreement or determined by the Committee, if the
Participant incurs a Termination of Employment which is either (a) voluntary on
the part of the Participant (and is not due to Retirement) or (b) with Cause,
the Option shall terminate immediately.  The death or Disability of a
Participant after a Termination of Employment otherwise provided herein shall
not extend the time permitted to exercise an Option.

     6.7  Cashing Out of Option.  On receipt of written notice of exercise, the
Committee may elect to cash out all or part of the portion of any Stock Option
with respect to which Option at least six months have elapsed since the Grant
Date (provided that such limitation shall not apply to an Option granted to a
Participant who has subsequently died) to be exercised by paying the Participant
an amount, in cash or Common Stock, equal to the excess of the Fair Market Value
of the Common Stock that is subject to the Option over the Option Price times
the number of shares of Common Stock subject to the Option on the effective date
of such cash-out.

                                      14
<PAGE>
 
                                  ARTICLE VII
                                  -----------

                           STOCK APPRECIATION RIGHTS
                           -------------------------

     7.1  General.  The Committee shall have authority to grant Stock
Appreciation Rights under the Plan at any time or from time to time.  Subject to
the Participant's satisfaction in full of any conditions, restrictions or
limitations imposed in accordance with the Plan or an Agreement, a Stock
Appreciation Right shall entitle the Participant to surrender to the Company the
Stock Appreciation Right and to be paid therefor in shares of the Common Stock,
cash or a combination thereof as herein provided, the amount described in
Section 7.3(b).

     7.2  Grant.  Stock Appreciation Rights may be granted in conjunction with
all or part of any Stock Option granted under the Plan, in which case the
exercise of the Stock Appreciation Right shall require the cancellation of a
corresponding portion of the Stock Option, and the exercise of a Stock Option
shall result in the cancellation of a corresponding portion of the Stock
Appreciation Right.  In the case of a Non-Qualified Stock Option, such rights
may be granted either at or after the time of grant of such Stock Option.  In
the case of an Incentive Stock Option, such rights may be granted only at the
time of grant of such Stock Option.  A Stock Appreciation Right may also be
granted on a stand-alone basis.  The grant of a Stock Appreciation Right shall
occur as of the date the Committee determines.  Each Stock Appreciation Right
granted under this Plan shall be evidenced by an Agreement, which shall embody
the terms and conditions of such Stock Appreciation Right and which shall be
subject to the terms and conditions set forth in this Plan.

     7.3  Terms and Conditions.  Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

          (a) Period and Exercise.  The term of a Stock Appreciation Right shall
     be established by the Committee.  If granted in conjunction with a Stock
     Option, the Stock Appreciation Right shall have a term which is the same as
     the Option Period and shall be exercisable only at such time or times and
     to the extent the related Stock Options would be exercisable in accordance
     with the provisions of Article VI.  A Stock Appreciation Right which is
     granted on a stand-alone basis shall be for such period and shall be
     exercisable at such times and to the extent provided in an Agreement.
     Stock Appreciation Rights shall be exercised by the Participant's giving
     written notice of exercise on a form provided by the Committee (if
     available) to the Company specifying the portion of the Stock Appreciation
     Right to be exercised.

          (b) Amount.  Upon the exercise of a Stock Appreciation Right granted
     in conjunction with a Stock Option, a Participant shall be entitled to
     receive an amount in cash, shares of Common Stock or both as determined by
     the Committee or as otherwise permitted in an Agreement equal in value to
     the excess of the Fair Market Value per share of Common Stock over the
     Option

                                      15
<PAGE>
 
     Price per share of Common Stock specified in the related Agreement
     multiplied by the number of shares in respect of which the Stock
     Appreciation Right is exercised.  In the case of a Stock Appreciation Right
     granted on a stand-alone basis, the Agreement shall specify the value to be
     used in lieu of the Option Price per share of Common Stock.  The aggregate
     Fair Market Value per share of the Common Stock shall be determined as of
     the date of exercise of such Stock Appreciation Right.

          (c)  [INTENTIONALLY OMITTED]

          (d) Non-transferability of Stock Appreciation Rights.  Stock
     Appreciation Rights shall be transferable only when and to the extent that
     a Stock Option would be transferable under the Plan, unless otherwise
     provided in an Agreement or determined by the Committee.

          (e) Termination.  A Stock Appreciation Right shall terminate at such
     time as a Stock Option would terminate under the Plan, unless otherwise
     provided in an Agreement.

          (f) Effect on Shares Under the Plan.  Upon the exercise of a Stock
     Appreciation Right, the Stock Option or part thereof to which such Stock
     Appreciation Right is related shall be deemed to have been exercised for
     the purpose of the limitation set forth in Section 4.2 on the number of
     shares of Common Stock to be issued under the Plan, but only to the extent
     of the number of shares of Common Stock covered by the Stock Appreciation
     Right at the time of exercise based on the value of the Stock Appreciation
     Right at such time.

          (g) Incentive Stock Option.  A Stock Appreciation Right granted in
     tandem with an Incentive Stock Option shall not be exercisable unless the
     Fair Market Value of the Common Stock on the date of exercise exceeds the
     Option Price.  In no event shall any amount paid pursuant to the Stock
     Appreciation Right exceed the difference between the Fair Market Value on
     the date of exercise and the Option Price.

                                  ARTICLE VIII
                                  ------------

                                RESTRICTED STOCK
                                ----------------

     8.1  General.  The Committee shall have authority to grant Restricted Stock
under the Plan at any time or from time to time.  Shares of Restricted Stock may
be awarded either alone or in addition to other Awards granted under the Plan.
The Committee shall determine the persons to whom and the time or times at which
grants of Restricted Stock will be awarded, the number of shares of Restricted
Stock to be awarded to any Participant, the time or times within which such
Awards may be subject to forfeiture and any other terms and conditions of the
Awards.  Each Award

                                      16
<PAGE>
 
shall be confirmed by, and be subject to the terms of, an Agreement.  The
Committee may condition the grant of Restricted Stock upon the attainment of
specified performance goals by the Participant or by the Company or an Affiliate
(including a division or department of the Company or an Affiliate) for or
within which the Participant is primarily employed or upon such other factors or
criteria as the Committee shall determine.  The provisions of Restricted Stock
Awards need not be the same with respect to any Participant.

     8.2  Awards and Certificates.  Notwithstanding the limitations on issuance
of shares of Common Stock otherwise provided in the Plan, each Participant
receiving an Award of Restricted Stock shall be issued a certificate in respect
of such shares of Restricted Stock.  Such certificate shall be registered in the
name of such Participant and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Award as determined by
the Committee.  The Committee may require that the certificates evidencing such
shares be held in custody by the Company until the restrictions thereon shall
have lapsed and that, as a condition of any Award of Restricted Stock, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Common Stock covered by such Award.

     8.3  Terms and Conditions.  Shares of Restricted Stock shall be subject to
the following terms and conditions:

          (a) Limitations on Transferability.  Subject to the provisions of the
     Plan and the Agreement, during a period set by the Committee commencing
     with the date of such Award (the "Restriction Period"), the Participant
     shall not be permitted to sell, assign, transfer, pledge or otherwise
     encumber any interest in shares of Restricted Stock.

          (b) Rights.  Except as provided in Section 8.3(a), the Participant
     shall have, with respect to the shares of Restricted Stock, all of the
     rights of a stockholder of the Company holding the class of Common Stock
     that is the subject of the Restricted Stock, including, if applicable, the
     right to vote the shares and the right to receive any cash dividends.
     Unless otherwise determined by the Committee and subject to the Plan, cash
     dividends on the class of Common Stock that is the subject of the
     Restricted Stock shall be automatically deferred and reinvested in
     additional Restricted Stock, and dividends on the class of Common Stock
     that is the subject of the Restricted Stock payable in Common Stock shall
     be paid in the form of Restricted Stock of the same class as the Common
     Stock on which such dividend was paid.

          (c) Acceleration.  Based on service, performance by the Participant or
     by the Company or an Affiliate, including any division or department for
     which the Participant is employed, or such other factors or criteria as the
     Committee may determine, the Committee may provide for the lapse of
     restrictions in installments and may accelerate the vesting of all or any
     part of any Award and waive the restrictions for all or any part of such
     Award.

                                      17
<PAGE>
 
          (d) Forfeiture.  Unless otherwise provided in an Agreement or
     determined by the Committee, if the Participant incurs a Termination of
     Employment during the Restriction Period due to death or Disability, the
     restrictions shall lapse and the Participant shall be fully vested in the
     Restricted Stock.  Except to the extent otherwise provided in the
     applicable Agreement and the Plan, upon a Participant's Termination of
     Employment for any reason during the Restriction Period other than death or
     Disability, all shares of Restricted Stock still subject to restriction
     shall be forfeited by the Participant, except the Committee shall have the
     discretion to waive in whole or in part any or all remaining restrictions
     with respect to any or all of such Participant's shares of Restricted
     Stock.

          (e) Delivery.  If and when the Restriction Period expires without a
     prior forfeiture of the Restricted Stock subject to such Restriction
     Period, unlegended certificates for such shares shall be delivered to the
     Participant.

          (f) Election.  A Participant may elect to further defer receipt of the
     Restricted Stock for a specified period or until a specified event, subject
     in each case to the Committee's approval and to such terms as are
     determined by the Committee.  Subject to any exceptions adopted by the
     Committee, such election must be made one (1) year prior to completion of
     the Restriction Period.

                                   ARTICLE IX
                                   ----------

                                 DEFERRED STOCK
                                 --------------

     9.1  General.  The Committee shall have authority to grant Deferred Stock
under the Plan at any time or from time to time.  Shares of Deferred Stock may
be awarded either alone or in addition to other Awards granted under the Plan.
The Committee shall determine the persons to whom and the time or times at which
Deferred Stock will be awarded, the number of shares of Deferred Stock to be
awarded to any Participant, the duration of the period (the "Deferral Period")
prior to which the Common Stock will be delivered, and the conditions under
which receipt of the Common Stock will be deferred and any other terms and
conditions of the Awards.  Each Award shall be confirmed by, and be subject to
the terms of, an Agreement.  The Committee may condition the grant of Deferred
Stock upon the attainment of specified performance goals by the Participant or
by the Company or an Affiliate, including a division or department of the
Company or an Affiliate for or within which the Participant is primarily
employed, or upon such other factors or criteria as the Committee shall
determine.  The provisions of Deferred Stock Awards need not be the same with
respect to any Participant.

     9.2  Terms and Conditions.  Deferred Stock Awards shall be subject to the
following terms and conditions:

                                      18
<PAGE>
 
          (a) Limitations on Transferability.  Subject to the provisions of the
     Plan and the Agreement, Deferred Stock Awards, or any interest therein, may
     not be sold, assigned, transferred, pledged or otherwise encumbered during
     the Deferral Period.  At the expiration of the Deferral Period (or Elective
     Deferral Period as defined in Section 9.2(e), where applicable), the
     Committee may elect to deliver Common Stock, cash equal to the Fair Market
     Value of such Common Stock or a combination of cash and Common Stock to the
     Participant for the shares covered by the Deferred Stock Award.

          (b) Rights.  Unless otherwise determined by the Committee and subject
     to the Plan, cash dividends on the Common Stock that is the subject of the
     Deferred Stock Award shall be automatically deferred and reinvested in
     additional Deferred Stock, and dividends on the Common Stock that is the
     subject of the Deferred Stock Award payable in Common Stock shall be paid
     in the form of Deferred Stock of the same class as the Common Stock on
     which such dividend was paid.

          (c) Acceleration.  Based on service, performance by the Participant or
     by the Company or the Affiliate, including any division or department for
     which the Participant is employed, or such other factors or criteria as the
     Committee may determine, the Committee may provide for the lapse of
     deferral limitations in installments and may accelerate the vesting of all
     or any part of any Award and waive the deferral limitations for all or any
     part of such Award.

          (d) Forfeiture.  Unless otherwise provided in an Agreement or
     determined by the Committee, if the Participant incurs a Termination of
     Employment during the Deferral Period due to death or Disability, the
     restrictions shall lapse and the Participant shall be fully vested in the
     Deferred Stock.  Unless otherwise provided in an Agreement or determined by
     the Committee, upon a Participant's Termination of Employment for any
     reason during the Deferral Period other than death or Disability, the
     rights to the shares still covered by the Award shall be forfeited by the
     Participant, except the Committee shall have the discretion to waive in
     whole or in part any or all remaining deferral limitations with respect to
     any or all of such Participant's Deferred Stock.

          (e) Election.  A Participant may elect further to defer receipt of the
     Deferred Stock payable under an Award (or an installment of an Award) for a
     specified period or until a specified event (an "Elective Deferral
     Period"), subject in each case to the Committee's approval and to such
     terms as are determined by the Committee.  Subject to any exceptions
     adopted by the Committee, such election must be made at least one (1) year
     prior to completion of the Deferral Period for the Award (or of the
     applicable installment thereof).

                                      19
<PAGE>
 
                                   ARTICLE X
                                   ---------

                                 OTHER AWARDS
                                 ------------

     10.1 Bonus Stock and Awards In Lieu of Obligations. The Committee is
authorized to grant Common Stock as a bonus, or to grant Common Stock or other
Awards in lieu of Company obligations to pay cash or deliver other property
under other plans or compensatory arrangements, provided that, in the case of
Participants subject to Section 16 of the Exchange Act, the amount of such
grants remains within the discretion of the Committee to the extent necessary to
ensure that acquisitions of Common Stock or other Awards are exempt from
liability under Section 16(b) of the Exchange Act. Common Stock or Awards
granted hereunder shall be subject to such other terms as shall be determined by
the Committee.

     10.2 Dividend Equivalents. The Committee is authorized to grant Dividend
Equivalents to a Participant, entitling the Participant to receive cash, Common
Stock, other Awards, or other property equal in value to dividends paid with
respect to a specified number of shares of Common Stock. Dividend Equivalents
may be awarded on a free-standing basis or in connection with another Award. The
Committee may provide that Dividend Equivalents will be paid or distributed when
accrued or will be deemed to have been reinvested in additional Common Stock,
Awards, or other investment vehicles, and subject to such restrictions on
transferability and risks of forfeiture, as the Committee may specify.

     10.3 Other Stock-Based Awards. The Committee is authorized, subject to
limitations under applicable law, to grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Common Stock, as deemed by the
Committee to be consistent with the purposes of the Plan, including, without
limitation, convertible or exchangeable debt securities, other rights
convertible or exchangeable into Common Stock, purchase rights for Common Stock,
Awards with value and payment contingent upon performance of the Company or any
other factors designated by the Committee, and Awards valued by reference to the
book value of Common Stock or the value of securities of or the performance of
specified subsidiaries. The Committee shall determine the terms and conditions
of such Awards. Common Stock delivered pursuant to an Award in the nature of a
purchase right granted under this Section 10.3 shall be purchased for such
consideration, paid for at such times, by such methods, and in such forms,
including, without limitation, cash, Common Stock, other Awards or other
property, as the Committee shall determine. Cash awards, as an element of or
supplement to any other Award under the Plan, may also be granted pursuant to
this Section 10.3.

     10.4 Performance Awards.

          (a) Performance Conditions.  The right of a Participant to exercise or
     receive a grant or settlement of any Award, and its timing, may be subject
     to performance conditions specified by the Committee. The Committee may use

                                      20
<PAGE>
 
     business criteria and other measures of performance it deems appropriate in
     establishing any performance conditions, and may exercise its discretion to
     reduce or increase the amounts payable under any Award subject to
     performance conditions, except as limited under Sections 10.4(b) and
     10.4(c) hereof in the case of a Performance Award intended to qualify under
     Code Section 162(m).

          (b)  Performance Awards Granted to Designated Covered Employees. If
     the Committee determines that a Performance Award to be granted to a person
     the Committee regards as likely to be a Covered Employee should qualify as
     "performance-based compensation" for purposes of Code Section 162(m), the
     grant and/or settlement of such Performance Award shall be contingent upon
     achievement of preestablished performance goals and other terms set forth
     in this Section 10.4(b).

               (i)  Performance Goals Generally.  The performance goals for such
          Performance Awards shall consist of one or more business criteria and
          a targeted level or levels of performance with respect to such
          criteria, as specified by the Committee consistent with this Section
          10.4(b).  Performance goals shall be objective and shall otherwise
          meet the requirements of Code Section 162(m), including the
          requirement that the level or levels of performance targeted by the
          Committee result in the performance goals being "substantially
          uncertain."  The Committee may determine that more than one
          performance goal must be achieved as a condition to settlement of such
          Performance Awards.  Performance goals may differ for Performance
          Awards granted to any one Participant or to different Participants.

               (ii) Business Criteria. One or more of the following business
          criteria for the Company, on a consolidated basis, and/or for
          specified subsidiaries or business units of the Company (except with
          respect to the total stockholder return and earnings per share
          criteria), shall be used exclusively by the Committee in establishing
          performance goals for such Performance Awards: (1) total stockholder
          return; (2) such total stockholder return as compared to total return
          (on a comparable basis) of a publicly available index such as, but not
          limited to, the Standard & Poor's 500, the Nasdaq Stock Market-U.S.
          Index or the H&Q Software Sector Index; (3) net income; (4) pre-tax
          earnings; (5) EBITDA; (6) pre-tax operating earnings after interest
          expense and before bonuses, service fees, and extraordinary or special
          items; (7) operating margin; (8) earnings per share; (9) return on
          equity; (10) return on capital; (11) return on investment; (12)
          operating income, excluding the effect of charges for acquired in-
          process technology and before payment of executive bonuses; (13)
          earnings per share, excluding the effect of charges for acquired in-
          process technology and before payment of executive bonuses; (14)
          working capital; and (15) total revenues. The foregoing business
          criteria shall also be exclusively used in establishing

                                      21
<PAGE>
 
          performance goals for Cash Incentive Awards granted under Section
          10.4(c) hereof.

               (iii) Performance Period: Timing For Establishing Performance
          Goals. Achievement of performance goals in respect of such Performance
          Awards shall be measured over such periods as may be specified by the
          Committee. Performance goals shall be established on or before the
          dates that are required or permitted for "performance-based
          compensation" under Code Section 162(m).

               (iv)  Settlement of Performance Awards; Other Terms. Settlement
          of Performance Awards may be in cash or Common Stock, or other Awards,
          or other property, in the discretion of the Committee. The Committee
          may, in its discretion, reduce the amount of a settlement otherwise to
          be made in connection with such Performance Awards, but may not
          exercise discretion to increase any such amount payable in respect of
          a Performance Award subject to this Section 10.4(b). The Committee
          shall specify the circumstances in which such Performance Awards shall
          be forfeited or paid in the event of a Termination of Employment or a
          Change in Control prior to the end of a performance period or
          settlement of Performance Awards, and other terms relating to such
          Performance Awards.

          (c)  Cash Incentive Awards Granted to Designated Covered Employees.
     The Committee may grant Cash Incentive Awards to Participants including
     those designated by the Committee as likely to be Covered Employees, which
     Awards shall represent a conditional right to receive a payment in cash,
     unless otherwise determined by the Committee, after the end of a specified
     calendar year or calendar quarter or other period specified by the
     Committee, in accordance with this Section 10.6(c).

               (i)  Cash Incentive Award. The Cash Incentive Award for
          Participants the Committee regards as likely to be regarded as Covered
          Employees shall be based on achievement of a performance goal or goals
          based on one or more of the business criteria set forth in Section
          10.4(b), and may be based on such criteria for any other Participant.
          The Committee may specify the amount of the individual Cash Incentive
          Award as a percentage of any such business criteria, a percentage
          thereof in excess of a threshold amount, or another amount which need
          not bear a strictly mathematical relationship to such relationship
          criteria. The Committee may establish a Cash Incentive Award pool that
          includes Participants the Committee regards likely to be regarded as
          Covered Employees, which shall be an unfunded pool, for purposes of
          measuring Company performance in connection with Cash Incentive
          Awards. The amount of the Cash Incentive Award pool shall be based
          upon the achievement of a performance goal or goals based on one or
          more of the business criteria set forth in Section 10.4(b) hereof in
          the given

                                      22
<PAGE>
 
          performance period, as specified by the Committee. The Committee may
          specify the amount of the Cash Incentive Award pool as a percentage of
          any of such business criteria, a percentage thereof in excess of a
          threshold amount, or as another amount which need not bear a strictly
          mathematical relationship to such business criteria.

               (ii)  Potential Cash Incentive Awards. Not later than the date
          required or permitted for "qualified performance-based compensation"
          under Code Section 162(m), the Committee shall determine the
          Participants who will potentially receive Cash Incentive Awards for
          the specified year, quarter or other period, either as individual Cash
          Incentive Awards or out of a Cash Incentive Award pool established by
          such date and the amount or method for determining the amount of the
          individual Cash Incentive Award or the amount of such Participant's
          portion of the Cash Incentive Award pool or the individual Cash
          Incentive Award.

               (iii) Payout of Cash Incentive Awards. After the end of the
          specified year, quarter or other period, as the case may be, the
          Committee shall determine the amount, if any, of potential individual
          Cash Incentive Award otherwise payable to a Participant, the Cash
          Incentive Award pool and the maximum amount of potential Cash
          Incentive Award payable to each Participant in the Cash Incentive
          Award pool. The Committee may, in its discretion, determine that the
          amount payable to any Participant as a final Cash Incentive Award
          shall be increased or reduced from the amount of his or her potential
          Cash Incentive Award, including a determination to make no final Award
          whatsoever, but may not exercise discretion to increase any such
          amount in the case of a Cash Incentive Award intended to qualify under
          Code Section 162(m). The Committee shall specify the circumstances in
          which a Cash Incentive Award shall be paid or forfeited in the event
          of Termination of Employment by the Participant or a Change in Control
          prior to the end of the period for measuring performance or the payout
          of such Cash Incentive Award, and other terms relating to such Cash
          Incentive Award in accordance with the Plan. Upon the completion of
          the measuring period and the determination of the right to payment and
          the amount, the Committee shall direct the Committee to make payment.

          (d)  Written Determinations. All determinations by the Committee as to
     the establishment of performance goals and the potential Performance Awards
     or Cash Incentive Awards related to such performance goals and as to the
     achievement of performance goals relating to such Awards, the amount of any
     Cash Incentive Award pool and the amount of final Cash Incentive Awards,
     shall be made in writing in the case of any Award intended to qualify under
     Code Section 162(m). The Committee may not delegate any responsibility
     relating to such Performance Awards or Cash Incentive Awards.

                                      23
<PAGE>
 
                                  ARTICLE XI
                                  ----------

            PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE PLAN
            ------------------------------------------------------

     11.1 Limited Transfer During Offering. In the event there is an effective
registration statement under the Securities Act pursuant to which shares of
Common Stock shall be offered for sale in an underwritten offering, a
Participant shall not, during the period requested by the underwriters managing
the registered public offering, effect any public sale or distribution of shares
received directly or indirectly pursuant to an exercise of an Award.

     11.2 Committee Discretion. The Committee may in its sole discretion
include in any Agreement an obligation that the Company purchase a Participant's
shares of Common Stock received upon the exercise of an Award (including the
purchase of any unexercised Awards which have not expired), or may obligate a
Participant to sell shares of Common Stock to the Company; upon such terms and
conditions as the Committee may determine and set forth in an Agreement. The
provisions of this Article X shall be construed by the Committee in its sole
discretion, and shall be subject to such other terms and conditions as the
Committee may from time to time determine. Notwithstanding any provision herein
to the contrary, the Company may upon determination by the Committee assign its
right to purchase shares of Common Stock under this Article X, whereupon the
assignee of such right shall have all the rights, duties and obligations of the
Company with respect to purchase of the shares of Common Stock.

     11.3 No Company Obligation. None of the Company, an Affiliate or the
Committee shall have any duty or obligation to disclose affirmatively to a
record or beneficial holder of Common Stock or an Award, and such holder shall
have no right to be advised of, any material information regarding the Company
or any Affiliate at any time prior to, upon or in connection with receipt or the
exercise of an Award or the Company's purchase of Common Stock or an Award from
such holder in accordance with the terms hereof.


                                  ARTICLE XII
                                  -----------

                         CHANGE IN CONTROL PROVISIONS
                         ----------------------------

     12.1 Impact of Event. Notwithstanding any other provision of the Plan to
the contrary, unless otherwise provided in an Agreement, in the event of a
Change in Control (as defined in Section 12.2):

          (a)  Any Stock Appreciation Rights and Stock Options outstanding as of
     the date such Change in Control and not then exercisable shall become fully
     exercisable to the full extent of the original grant;

                                      24
<PAGE>
 
          (b)  The restrictions and deferral limitations applicable to any
     Restricted Stock, Deferred Stock or other award shall lapse, and such
     Restricted Stock, Deferred Stock or other award shall become free of all
     restrictions and become fully vested and transferable to the full extent of
     the original grant.

          (c)  The performance goals and other conditions with respect to any
     outstanding Performance Award or Cash Incentive Award shall be deemed to
     have been satisfied in full, and such Award shall be fully distributable,
     if and to the extent provided by the Committee in the Agreement relating to
     such Award or otherwise, notwithstanding that the Award may not be fully
     deductible to the Company under Section 162(m) of the Code.

          (d)  Notwithstanding any other provision of the Plan, unless the
     Committee shall provide otherwise in an Agreement, a Participant shall have
     the right, whether or not the Award is fully exercisable or may be
     otherwise realized by the Participant, by giving notice during the 60-day
     period from and after a Change in Control to the Company, to elect to
     surrender all or part of a stock-based Award to the Company and to receive
     cash, within 30 days of such notice, in an amount equal to the amount by
     which the "Change in Control Price" (as defined in Section 12.3) per share
     of Common Stock on the date of such election shall exceed the amount which
     the Participant must pay to exercise the Award per share of Common Stock
     under the Award (the "Spread") multiplied by the number of shares of Common
     Stock granted under the Award as to which the right granted under this
     Section 12.1 shall have been exercised.

     12.2  Definition of Change in Control. For purposes of this Plan, a "Change
in Control" shall be deemed to have occurred if (a) any corporation, person or
other entity (other than the Company, a majority-owned subsidiary of the Company
or any of its subsidiaries, or an employee benefit plan (or related trust)
sponsored or maintained by the Company), including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the
beneficial owner of stock representing more than the greater of (i) twenty-five
percent (25%) of the combined voting power of the Company's then outstanding
securities or (ii) the percentage of the combined voting power of the Company's
then outstanding securities which equals (A) ten percent (10%) plus (B) the
percentage of the combined voting power of the Company's outstanding securities
held by such corporation, person or entity on the Effective Date; (b)(i) the
stockholders of the Company approve a definitive agreement to merge or
consolidate the Company with or into another corporation other than a majority-
owned subsidiary of the Company, or to sell or otherwise dispose of all or
substantially all of the Company's assets, and (ii) the persons who were the
members of the Board of Directors of the Company prior to such approval do not
represent a majority of the directors of the surviving, resulting or acquiring
entity or the parent thereof; (c) the stockholders of the Company approve a plan
of liquidation of the Company; or (d) within any period of 24 consecutive
months, persons who were members of the Board of Directors of the Company
immediately prior to such 24-month period, together with any persons who were
first elected as

                                      25
<PAGE>
 
directors (other than as a result of any settlement of a proxy or consent
solicitation contest or any action taken to avoid such a contest) during such
24-month period by or upon the recommendation of persons who were members of the
Board of Directors of the Company immediately prior to such 24-month period and
who constituted a majority of the Board of Directors of the Company at the time
of such election, cease to constitute a majority of the Board.

     12.3  Change in Control Price. For purposes of the Plan, "Change in Control
Price" means the higher of (a) the highest reported sales price of a share of
Common Stock in any transaction reported on the principal exchange on which such
shares are listed or on NASDAQ during the 60-day period prior to and including
the date of a Change in Control or (b) if the Change in Control is the result of
a tender or exchange offer, merger, consolidation, liquidation or sale of all or
substantially all of the assets of the Company (in each case a "Corporate
Transaction"), the highest price per share of Common Stock paid in such
Corporate Transaction, except that, in the case of Incentive Stock Options and
Stock Appreciation Rights relating to Incentive Stock Options, such price shall
be based only on the Fair Market Value of the Common Stock on the date any such
Incentive Stock Option or Stock Appreciation Right is exercised. To the extent
that the consideration paid in any such Corporate Transaction consists all or in
part of securities or other non-cash consideration, the value of such securities
or other non-cash consideration shall be determined in the sole discretion of
the Committee.


                                 ARTICLE XIII
                                 ------------

                                 MISCELLANEOUS
                                 -------------

     13.1  Amendments and Termination. The Board may amend, alter or discontinue
the Plan at any time, but no amendment, alteration or discontinuation shall be
made which would impair the rights of a Participant under a Stock Option, Stock
Appreciation Right, Restricted Stock Award or Deferred Stock Award theretofore
granted without the Participant's consent. In addition, no such amendment shall
be made without the approval of the Company's stockholders to the extent such
approval is required by law or agreement.

     The Committee may amend the Plan at any time provided that (a) no amendment
shall impair the rights of any Participant under any Award theretofore granted
without the Participant's consent, and (b) any amendment shall be subject to the
approval or rejection of the Board.

     The Committee may amend the terms of any Award or other Award theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any Participant without the Participant's consent or reduce an Option
Price.

     Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as
well as

                                      26
<PAGE>
 
other developments, and to grant Awards which qualify for beneficial treatment
under such rules without stockholder approval. Notwithstanding anything in the
Plan to the contrary, if any right under this Plan would cause a transaction to
be ineligible for pooling of interest accounting that would, but for the right
hereunder, be eligible for such accounting treatment, the Committee may modify
or adjust the right so that pooling of interest accounting shall be available,
including the substitution of Common Stock having a Fair Market Value equal to
the cash otherwise payable hereunder for the right which caused the transaction
to be ineligible for pooling of interest accounting.

     13.2  Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution or exchange
for, any other Award or any award granted under another plan of the Company, any
subsidiary, or any business entity to be acquired by the Company or a
subsidiary, or any other right of a Participant to receive payment from the
Company or any subsidiary. Such additional, tandem, and substitute or exchange
Awards may be granted at any time. If an Award is granted in substitution or
exchange for another Award or award, the Committee shall require the surrender
of such other Award or award in consideration for the grant of the new Award. In
addition, Awards may be granted in lieu of cash compensation, including in lieu
of cash amounts payable under other plans of the Company or any subsidiary, in
which the Fair Market Value of Common Stock subject to the Award is equivalent
in value to the cash compensation, or in which the exercise price, grant price
or purchase price of the Award in the nature of a right that may be exercised is
equal to the Fair Market Value of the underlying Common Stock minus the value of
the cash compensation surrendered.

     13.3  Form and Timing of Payment Under Awards; Deferrals. Subject to the
terms of the Plan and any applicable Agreement, payments to be made by the
Company or an Affiliate upon the exercise of an Award or settlement of an Award
may be made in such forms as the Committee shall determine, including, without
limitation, cash, Common Stock, other Awards or other property, and may be made
in a single payment or transfer, in installments, or on a deferred basis. The
settlement of any Award may be accelerated, and cash paid in lieu of Common
Stock in connection with such settlement, in the discretion of the Committee or
upon occurrence of one or more specified events (in addition to a Change in
Control). Installment or deferred payments may be required by the Committee
(subject to Section 13.1 of the Plan) or permitted at the election of the
Participant. Payments may include, without limitation, provisions for the
payment or crediting of reasonable interest on installment or deferred payments
or the granting or crediting of Dividend Equivalents in respect of installment
or deferred payments denominated in Common Stock.

     13.4  Status of Awards Under Code Section 162(m). It is the intent of the
Company that Awards granted to persons who are Covered Employees within the
meaning of Code Section 162(m) shall constitute "qualified performance-based
compensation" satisfying the requirements of Code Section 162(m). Accordingly,
the

                                      27
<PAGE>
 
provisions of the Plan shall be interpreted in a manner consistent with Code
Section 162(m). If any provision of the Plan or any agreement relating to such
an Award does not comply or is inconsistent with the requirements of Code
Section 162(m), such provision shall be construed or deemed amended to the
extent necessary to conform to such requirements.

     13.5  Unfunded Status of Plan; Limits on Transferability. It is intended
that the Plan be an "unfunded" plan for incentive and deferred compensation. The
Committee may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Common Stock or make payments;
provided, however, that, unless the Committee otherwise determines, the
existence of such trusts or other arrangements is consistent with the "unfunded"
status of the Plan. Unless otherwise provided in this Plan or in an Agreement,
no Award shall be subject to the claims of Participant's creditors and no Award
may be transferred, assigned, alienated or encumbered in any way other than by
will or the laws of descent and distribution or to a Representative upon the
death of the Participant.

     13.6  General Provisions.

          (a)  Representation.  The Committee may require each person purchasing
     or receiving shares pursuant to an Award to represent to and agree with the
     Company in writing that such person is acquiring the shares without a view
     to the distribution thereof.  The certificates for such shares may include
     any legend which the Committee deems appropriate to reflect any
     restrictions on transfer.

          (b)  No Additional Obligation.  Nothing contained in the Plan shall
     prevent the Company or an Affiliate from adopting other or additional
     compensation arrangements for its employees.

          (c)  Withholding. No later than the date as of which an amount first
     becomes includible in the gross income of the Participant for Federal
     income tax purposes with respect to any Award, the Participant shall pay to
     the Company (or other entity identified by the Committee), or make
     arrangements satisfactory to the Company or other entity identified by the
     Committee regarding the payment of, any Federal, state, local or foreign
     taxes of any kind required by law to be withheld with respect to such
     amount required in order for the Company or an Affiliate to obtain a
     current deduction. If the Participant disposes of shares of Common Stock
     acquired pursuant to an Incentive Stock Option in any transaction
     considered to be a disqualifying transaction under the Code, the
     Participant must give written notice of such transfer and the Company shall
     have the right to deduct any taxes required by law to be withheld from any
     amounts otherwise payable to the Participant. Unless otherwise determined
     by the Committee, withholding obligations may be settled with Common Stock,
     including Common Stock that is part of the Award that gives rise to the
     withholding requirement, provided that any applicable requirements under
     Section 16 of the Exchange Act are satisfied. The

                                      28
<PAGE>
 
     obligations of the Company under the Plan shall be conditional on such
     payment or arrangements, and the Company and its Affiliates shall, to the
     extent permitted by law, have the right to deduct any such taxes from any
     payment otherwise due to the Participant.

          (d)  Reinvestment. The reinvestment of dividends in additional
     Deferred or Restricted Stock at the time of any dividend payment shall be
     permissible only if sufficient shares of Common Stock are available under
     the Plan for such reinvestment (taking into account then outstanding
     Options and other Awards).

          (e)  Representation. The Committee shall establish such procedures as
     it deems appropriate for a Participant to designate a Representative to
     whom any amounts payable in the event of the Participant's death are to be
     paid.

          (f)  Controlling Law. The Plan and all Awards made and actions taken
     thereunder shall be governed by and construed in accordance with the laws
     of the State of Illinois (other than its law respecting choice of law)
     except to the extent the General Corporation Law of the State of Delaware
     would be mandatorily applicable. The Plan shall be construed to comply with
     all applicable law and to avoid liability to the Company, an Affiliate or a
     Participant, including, without limitation, liability under Section 16(b)
     of the Exchange Act.

          (g)  Offset. Any amounts owed to the Company or an Affiliate by the
     Participant of whatever nature may be offset by the Company from the value
     of any shares of Common Stock, cash or other thing of value under this Plan
     or an Agreement to be transferred to the Participant, and no shares of
     Common Stock, cash or other thing of value under this Plan or an Agreement
     shall be transferred unless and until all disputes between the Company and
     the Participant have been fully and finally resolved and the Participant
     has waived all claims to such against the Company or an Affiliate.

          (h)  Fail Safe. With respect to persons subject to Section 16 of the
     Exchange Act, transactions under this Plan are intended to comply with all
     applicable conditions of Rule 16b-3. To the extent any transaction under
     the Plan or action by the Committee fails to so comply, it shall be deemed
     null and void, to the extent permitted by law and deemed advisable by the
     Committee. The Committee may authorize the repurchase of any Award or
     shares of Common Stock resulting from any Award in order to prevent a
     person from incurring or potentially incurring liability under Section
     16(b) of the Exchange Act.

     13.7  Mitigation of Excise Tax. If any payment or right accruing to a
Participant under this Plan (without the application of this Section 13.7),
either alone or together with other payments or rights accruing to the
Participant from the Company or an Affiliate ("Total Payments"), would
constitute a "parachute payment" (as defined in Section 280G of the Code and
regulations thereunder), such payment or right shall be

                                      29
<PAGE>
 
reduced to the largest amount or greatest right that will result in no portion
of the amount payable or right accruing under the Plan being subject to an
excise tax under Section 4999 of the Code or being disallowed as a deduction
under Section 280G of the Code. The determination of whether any reduction in
the rights or payments under this Plan is to apply shall be made by the
Committee in good faith after consultation with the Participant, and such
determination shall be conclusive and binding on the Participant. The
Participant shall cooperate in good faith with the Committee in making such
determination and providing the necessary information for this purpose. The
foregoing provisions of this Section 13.7 shall apply with respect to any person
only if, after reduction for any applicable Federal excise tax imposed by
Section 4999 of the Code and Federal income tax imposed by the Code, the Total
Payments accruing to such person would be less than the amount of the Total
Payments as reduced, if applicable, under the foregoing provisions of the Plan
and after reduction for only Federal income taxes.

     13.8  Rights with Respect to Continuance of Employment. Nothing contained
herein shall be deemed to alter the relationship between the Company or an
Affiliate and a Participant, or the contractual relationship between a
Participant and the Company or an Affiliate if there is a written contract
regarding such relationship. Nothing contained herein shall be construed to
constitute a contract of employment between the Company or an Affiliate and a
Participant. The Company or an Affiliate and each of the Participants continue
to have the right to terminate the employment or service relationship at any
time for any reason, except as provided in a written contract. The Company or an
Affiliate shall have no obligation to retain the Participant in its employ or
service as a result of this Plan. There shall be no inference as to the length
of employment or service hereby, and the Company or an Affiliate reserves the
same rights to terminate the Participant's employment or service as existed
prior to the individual's becoming a Participant in this Plan.

     13.9  Awards in Substitution for Awards Granted by Other Corporations.
Awards (including cash in respect of fractional shares) may be granted under the
Plan from time to time in substitution for awards held by employees, directors
or service providers of other corporations who are about to become officers,
directors or employees of the Company or an Affiliate as the result of a merger
or consolidation of the employing corporation with the Company or an Affiliate,
or the acquisition by the Company or an Affiliate of the assets of the employing
corporation, or the acquisition by the Company or Affiliate of the stock of the
employing corporation, as the result of which it becomes a designated employer
under the Plan. The terms and conditions of the Awards so granted may vary from
the terms and conditions set forth in this Plan at the time of such grant as the
majority of the members of the Committee may deem appropriate to conform, in
whole or in part, to the provisions of the awards in substitution for which they
are granted.

     13.10 Procedure for Adoption. Any Affiliate of the Company may by
resolution of such Affiliate's board of directors, with the consent of the Board
of Directors and subject to such conditions as may be imposed by the Board of
Directors, adopt the Plan for the benefit of its employees as of the date
specified in the board resolution.

                                      30
<PAGE>
 
     13.11  Procedure for Withdrawal. Any Affiliate which has adopted the Plan
may, by resolution of the board of directors of such Affiliate, with the consent
of the Board of Directors and subject to such conditions as may be imposed by
the Board of Directors, terminate its adoption of the Plan.

     13.12  Delay. If at the time a Participant incurs a Termination of
Employment (other than due to Cause) or if at the time of a Change in Control,
the Participant is subject to "short-swing" liability under Section 16 of the
Exchange Act, any time period provided for under the Plan or an Agreement to the
extent necessary to avoid the imposition of liability shall be suspended and
delayed during the period the Participant would be subject to such liability,
but not more than six (6) months and one (1) day and not to exceed the Option
Period, or the period for exercise of a Stock Appreciation Right as provided in
the Agreement, whichever is shorter. The Company shall have the right to suspend
or delay any time period described in the Plan or an Agreement if the Committee
shall determine that the action may constitute a violation of any law or result
in liability under any law to the Company, an Affiliate or a stockholder of the
Company until such time as the action required or permitted shall not constitute
a violation of law or result in liability to the Company, an Affiliate or a
stockholder of the Company.

     13.13  Headings. The headings contained in this Plan are for reference
purposes only and shall not affect the meaning or interpretation of this Plan.

     13.14  Severability. If any provision of this Plan shall for any reason be
held to be invalid or unenforceable, such invalidity or unenforceability shall
not effect any other provision hereby, and this Plan shall be construed as if
such invalid or unenforceable provision were omitted.

     13.15  Successors and Assigns. This Plan shall inure to the benefit of and
be binding upon each successor and assign of the Company. All obligations
imposed upon a Participant, and all rights granted to the Company hereunder,
shall be binding upon the Participant's heirs, legal representatives and
successors.

     13.16  Entire Agreement. This Plan and the Agreement constitute the entire
agreement with respect to the subject matter hereof and thereof, provided that
in the event of any inconsistency between the Plan and the Agreement, the terms
and conditions of this Plan shall control.

                                      31