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                                                                   EXHIBIT 10.31

                            ERESEARCHTECHNOLOGY, INC.

                 AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN

1.   PURPOSE

     The purpose of the Amended and Restated 2003 Equity Incentive Plan
(referred to herein as the "Plan") of eResearchTechnology, Inc. (the "Company")
is to provide a means by which certain employees and directors of, and others
providing services to or having a relationship with, the Company and its
subsidiaries (as such term is defined in Section 424(f) of the Internal Revenue
Code of 1986, as amended (the "Code")) may be given an opportunity to acquire
shares of common stock of the Company ("Common Stock") or receive compensation
based on the value of such shares. The Plan is intended to promote the interests
of the Company by encouraging stock ownership on the part of such individuals,
by enabling the Company and its subsidiaries to secure and retain the services
of highly qualified persons, and by providing such individuals with an
additional incentive to advance the success of the Company and its subsidiaries.

2.   ADMINISTRATION

     A. GENERAL. The Plan shall be administered by a Committee consisting of not
less than two directors (the "Committee") to be appointed from time to time by
the Board of Directors. Membership on the Committee shall in any event be
limited to those members of the Board who (i) are "Non-Employee Directors" as
defined in the regulations promulgated by the Securities and Exchange Commission
pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or any successor statute or regulation, and (ii) "outside
directors" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). The Committee shall have the power to: (a)
determine the individuals to whom awards ("Grants") may be made under the Plan;
(b) determine the type, size and terms of any such Grants, including options to
purchase common stock ("Stock Options") and awards of shares of common stock
subject to restrictions established by the Committee ("Restricted Stock"); (c)
determine the time when any such Grants will be made and the duration of any
applicable exercise or restriction period, including the criteria for
exercisability and/or forfeiture and acceleration of exercisability and
acceleration or waiver of forfeiture; (d) construe the provisions of the Plan
and (e) adopt rules and regulations governing the administration of the Plan.
All decisions, determinations and interpretations of the Committee shall be
final and binding upon all persons to whom Grants may be made under the Plan.
All power and authority granted hereunder to the Committee may, at the
discretion of the Board of Directors, be exercised by the Board of Directors,
and unless the context clearly indicates otherwise, all references herein to the
"Committee" shall be deemed to refer to the Board of Directors in the absence of
the appointment of the Committee or in the event of the exercise by the Board of
Directors of the Committee's power and authority. The members of the Board of
Directors or the

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Committee shall not be liable for any action or determination made in good faith
with respect to the Plan or to any Grant awarded pursuant thereto.

     B. ADDITIONAL POWERS. The Committee may: (i) modify or restrict exercise
procedures and any other Plan procedures; (ii) establish local country plans as
subplans to this Plan, each of which may be attached as an Appendix hereto and
to the extent that the Committee determines that the restrictions imposed by the
Plan preclude the achievement of the material purposes of awarding Grants in
jurisdictions outside the United States under such a subplan, the Committee will
have the authority and discretion to modify those restrictions as the Committee
determines to be necessary or appropriate to conform to applicable requirements
or practices of jurisdictions outside the United States; (iii) take any action,
before or after a Grant is awarded, which it deems advisable to obtain or comply
with any necessary local government regulatory exemptions or approvals; provided
that the Committee may not take any action hereunder which would violate any
securities law or any governing statute.

3.   ELIGIBILITY

     The persons who shall be eligible to participate in this Plan and receive
Grants hereunder shall be the Company's directors and such employees and other
individuals who provide services to or otherwise have a relationship with the
Company or its subsidiaries as the Committee shall from time to time determine.
An eligible individual may receive more than one Grant under the Plan and Grants
of more than one type under the Plan.

4.   ALLOTMENT OF SHARES

     Subject to Section 13 of the Plan, the shares of the Common Stock, $0.01
par value, of the Company that may be issued under the Plan shall be 7,318,625
shares, all of which may be used for Grants of Incentive Stock Options (as
hereinafter defined). Such shares may be authorized and unissued shares (that
are not reserved for any other purpose) or shares issued and subsequently
reacquired by the Company. Without limiting the generality of the foregoing,
whenever the Company receives shares of Common Stock in connection with the
exercise of or payment for any Stock Options granted under the Plan, only the
net number of shares actually issued shall be counted against the foregoing
limit. Shares that by reason of the expiration of a Stock Option or otherwise
are no longer subject to purchase pursuant to a Stock Option granted under the
Plan and shares representing Restricted Stock that is forfeited to the Company
may be available for subsequent Grants under the Plan. Notwithstanding anything
to the contrary set forth in the Plan, the maximum number of shares of Common
Stock for which Grants may be granted to any employee in any calendar year shall
be 675,000 shares, all of which may be used for Grants of Incentive Stock
Options (as hereinafter defined).

5.   EFFECTIVE DATE AND TERM OF PLAN

     The effective date of the Plan was April 22, 2003. The Plan shall terminate
on April 22, 2013, but the Board of Directors may terminate the Plan at any time
prior thereto. Termination of the Plan shall not alter or impair, without the
consent of the recipient of a Grant hereunder, any of the rights or obligations
of any Grant theretofore awarded under the Plan, except as specifically
authorized herein.


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6.   TERMS AND CONDITIONS

     A. ALL STOCK OPTIONS. Stock Options granted pursuant to this Plan shall be
evidenced by Stock Option award letters in such form not inconsistent with the
Plan as the Committee shall from time to time approve. Nothing in this Plan or
any Stock Option granted hereunder shall govern the employment rights and duties
between the option holder and the Company or subsidiary. Neither this Plan, nor
any grant or exercise pursuant thereto, shall constitute an employment agreement
among such parties. The following shall also apply to all Stock Options granted
under the Plan.

          (I) OPTION PRICE

               The option price per share of Common Stock for each Stock Option
shall be determined by the Committee, consistent with the provisions of this
Plan.

          (II) TIME OF EXERCISE OF OPTION

               Except as otherwise set forth herein, the Committee shall
establish the option period and time or times within the option period when the
Stock Option may be exercised in whole or in such parts as may be specified from
time to time by the Committee, provided that no Stock Option shall be
exercisable after ten years from the date of grant thereof. Unless otherwise
determined by the Committee in its sole discretion, no Stock Option shall be
exercisable until after the expiration of six months from the date of grant. The
Committee may in its discretion accelerate the time or times when any particular
Stock Option held by said option holder may be so exercised so that such time or
times are earlier than those originally provided in the Stock Option agreement,
upon such circumstances and subject to such terms and conditions as the
Committee deems appropriate. In all cases, exercise of a Stock Option shall be
subject to the provisions of Section 6A(vi).

          (III) PAYMENT AND MANNER OF EXERCISE

               The entire option price shall be paid at the time the Stock
Option is exercised. To the extent that the right to purchase shares of Common
Stock has accrued hereunder, Stock Options may be exercised from time to time by
written notice to the Company stating the full number of shares with respect to
which the Stock Option is being exercised and the time of delivery thereof, in
accordance with such administrative procedures as may from time to time be
specified by the Committee. Such notice of exercise shall be accompanied by full
payment for the shares by: (1) certified or official bank check or the
equivalent thereof acceptable to Company; (2) at the sole discretion of the
Committee, by tendering to the Company shares of Common Stock, or requesting the
Company to accept shares to be acquired by exercising the Stock Option, having
an aggregate fair market value, determined by the Company at the date of
payment, equal to the option price, provided that such shares are not subject to
any pledge or other security interest; (3) at the sole discretion of the
Committee, by permitting the option holder to deliver written notice to the
Company and a broker, with irrevocable instructions to the broker promptly to
deliver to the Company the amount of sale or loan proceeds necessary to pay the
option price; or (4) at sole discretion of the Committee, any combination of the
foregoing.


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               Upon exercise, the Company shall deliver to the option holder (or
other person entitled to exercise the Stock Option), at the principal office of
the Company, or such other place as shall be mutually agreed upon, a certificate
or certificates for such shares; provided, however, that the time of delivery
may be postponed by the Company for such periods as may be required for it with
reasonable diligence to comply with any requirements of law; and provided
further that in the event the Common Stock that is issuable upon exercise is not
registered under the Securities Act of 1933 (the "Act"), then the Company may
require that the registered owner deliver an investment representation in form
acceptable to the Company and its counsel, and the Company will place a legend
on the certificate for such Common Stock restricting the transfer of same. There
shall be no obligation or duty for the Company to register under the Act at any
time the Common Stock issuable upon exercise of the Stock Option. If the option
holder (or other person entitled to exercise the Stock Option) fails to accept
delivery, the option holder's payment shall be returned and the right to
exercise the Stock Option with respect to such undelivered shares shall be
terminated.

               The Committee may also, in its discretion and subject to prior
notification to the Company by an option holder, permit an option holder to
enter into an agreement with the Company's transfer agent or a brokerage firm of
national standing whereby the option holder will simultaneously exercise the
Stock Option and sell the shares acquired thereby through the Company's transfer
agent or such brokerage firm and either the Company's transfer agent or the
brokerage firm executing the sale will remit to the Company from the proceeds of
sale the exercise price of the shares as to which the Stock Option has been
exercised.

               The Company may, at any time, offer to buy out one or more Stock
Options for payment in cash, based on such terms and conditions as the Committee
shall establish and communicate to the option holder at the time that such offer
is made; provided that no such purchase shall be made at a price greater than
the excess, if any, of the Fair Market Value of the Common Stock on the date of
purchase over the option price per share for any Stock Option so purchased.

          (IV) NON-TRANSFERABILITY OF STOCK OPTION

               A Stock Option by its terms shall not be assignable or
transferable by the option holder otherwise than by will or by the laws of
descent and distribution.

          (V) RIGHTS AFTER TERMINATION OF EMPLOYMENT

               In the event of termination of employment due to any cause other
than death or disability, rights to exercise the Stock Option to the extent
otherwise exercisable on the date of termination of employment, or to any
greater extent permitted by the Committee, shall terminate three months
following cessation of employment. In the event of termination of employment due
to disability (within the meaning of Section 22(e)(3) of the Code) or death,
such option holder or executor, administrator or devisee of an option holder,
shall have the right to exercise such Stock Option (to the extent otherwise
exercisable on the date of death or disability) at any time within one year
after cessation of employment by reason of such disability or death. In the
event of termination of employment for any reason, including death or
disability, any


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portion of the Stock Option not exercisable on the date of such termination of
employment shall expire unless otherwise provided by this Plan or the Committee
in its sole discretion.

          (VI) FAIR MARKET VALUE

               "Fair Market Value" on any date means: (a) if the Common Stock is
listed on a national securities exchange, the closing price reported as having
occurred on the primary exchange with which the Common Stock is listed and
traded; (b) if the Common Stock is not listed on any national securities
exchange but is quoted in the Nasdaq Stock Market on a last sale basis, the last
sale reported on such date, or, if there is no such sale on that date, then on
the last preceding date on which a sale was reported; or (c) if the Common Stock
is not listed on a national securities exchange nor quoted in the Nasdaq Stock
Market on a last sale basis, the amount determined by the Committee to be the
fair market value based upon a good faith attempt to value the Common Stock in
accordance with the Code and regulations promulgated thereunder.

          (VII) NO REPRICING WITHOUT STOCKHOLDER APPROVAL.

               Notwithstanding anything in the Plan to the contrary, without the
prior approval of the stockholders of the Company, the Committee may not: (a)
reduce the option price of any Stock Option after it is granted; (b) cancel any
Stock Option at a time when the option price thereof exceeds the Fair Market
Value of the Common Stock in exchange for another Stock Option or other Grant
hereunder unless the cancellation and exchange occurs in connection with a
merger, acquisition, spin-off or other similar corporate transaction or (c) take
any other action that would be treated as a repricing under generally accepted
accounting principles as applied in the United States.

     B. NON-QUALIFIED STOCK OPTIONS. The Committee may, in its discretion, grant
Stock Options under the Plan which, in whole or in part, do not qualify as
incentive stock options under Section 422 of the Code ("Non-Qualified Options").
The terms and conditions of the Non-Qualified Options shall be governed by
Section 6A above. The option price per share for each Non-Qualified Option shall
not be less than 100% of the fair market value of the Common Stock on the date
the Stock Option is granted. The fair market value shall be determined as set
forth in Section 6A(vii) above.

     C. INCENTIVE STOCK OPTIONS. The Committee may, in its discretion, grant
Stock Options under the Plan, which qualify, in whole or in part, as incentive
stock options ("Incentive Stock Option") under Section 422 of the Code. In
addition to the terms and conditions set forth in Section 6A above, the
following terms and conditions shall govern any Incentive Stock Option issued
under the Plan:

          (I) MAXIMUM FAIR MARKET VALUE OF INCENTIVE STOCK OPTIONS

               No option holder may have Incentive Stock Options that become
exercisable for the first time in any calendar year (under all Incentive Stock
Option plans of the Company and its subsidiary corporations) with an aggregate
Fair Market Value (determined as of the time such Incentive Stock Option is
granted) in excess of $100,000.


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          (II) OPTION PRICE

               The option price per share for each Incentive Stock Option shall
be 100% of the Fair Market Value of the Common Stock on the date the Stock
Option is granted; provided, however, that in the case of the grant to an option
holder who owns Common Stock of the Company possessing more than 10% of the
total combined voting power of all classes of stock of the Company or its
subsidiaries, the option price of such Stock Option shall be at least 110% of
the Fair Market Value of the Common Stock on the date the Stock Option is
granted. The Fair Market Value shall be determined as prescribed in Section
6A(vii) above.

          (III) PERIOD OF STOCK OPTION

               Each Incentive Stock Option shall expire ten years from the date
it is granted or at the end of such shorter period as may be designated by the
Committee on the date of grant; provided, however, that in the case of the grant
of an Incentive Stock Option to an option holder who owns Common Stock of the
Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company or its subsidiaries, such Stock Option shall not
be exercisable after the expiration of five years from the date it is granted.

          (IV) ELIGIBLE PARTICIPANTS

               Incentive Stock Options may be issued only to employees of the
Company or its parent or subsidiary corporation or corporations.

          (V) INTERPRETATION

               No term of the Plan relating to Incentive Stock Options shall be
interpreted, amended, or altered, nor shall any direct discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code.

     D. SUBSTITUTION OF OPTIONS. Options may be granted under the Plan from time
to time in substitution for Stock Options held by employees of other
corporations who are about to become, and who do concurrently with the grant of
such Stock Options become, employees of the Company or a subsidiary of the
Company as a result of a merger or consolidation of the employing corporation
with the Company or a subsidiary of the Company, or the acquisition by the
Company or a subsidiary of the Company of the assets of the employing
corporation or the acquisition by the Company or a subsidiary of the Company of
stock of the employing corporation. The terms and conditions of the substitute
Options so granted may vary from the terms and conditions set forth in this
Section 6 to such extent as the Committee at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the Stock
Options in substitution for which they are granted.

7.   FIXED OPTION GRANTS TO OUTSIDE DIRECTORS

     A. DEFINED TERMS.

          (I) The term "Outside Directors" as utilized herein refers to any
individual who serves as a member of the Board of Directors of the Company and
who is neither (a) an


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employee of the Company, (c) the beneficial owner of 10% or more of the
outstanding Common Stock of the Company (a "Significant Holder"), or (c) a
stockholder, member or partner of any entity which itself is a Significant
Holder

          (II) The term "Annual Meeting" as utilized herein refers to an Annual
Meeting of Stockholders of the Company.

     B. INITIAL GRANTS. Each Outside Director initially elected to the Board of
Directors after the effective date of the Plan shall be automatically granted,
on the date of such election, an option to acquire 10,000 shares of the Common
Stock of the Company.

     C. ANNUAL GRANTS. Commencing with the 2003 Annual Meeting, each Outside
Director who is a member of the Company's Board of Directors immediately
following an Annual Meeting shall be automatically granted, on the date of the
Annual Meeting, an option to acquire 10,000 shares of the Common Stock of the
Company, provided that an Outside Director first elected to the Board of
Directors at such Annual Meeting or within six months prior to such Annual
Meeting shall not be eligible for the annual grant otherwise to be issued at the
date of such Annual Meeting.

     D. TERMS OF FIXED OPTION GRANTS. Stock Options granted pursuant to this
Section 7 will be subject to all of the terms and conditions of the Plan. In
addition, each such Stock Option granted pursuant to this Section 7 shall also
be subject to the following terms and conditions:

          (I) The option price per share shall be 100% of the Fair Market Value
of the Common Stock on the date the Stock Option is granted. The Fair Market
Value shall be determined as prescribed in Section 6A(vii) above;

          (II) Each option will be immediately exercisable upon grant;

          (III) Shares of Common Stock received upon exercise of the option
granted pursuant to this Section 7 may not be sold, transferred, assigned,
pledged or otherwise disposed of until at least six months and one day after the
date of grant;

          (IV) Each option will expire upon the earlier of (a) ten years from
the date of grant or (b) three months after the Outside Director ceases to serve
as a director for any reason; and

          (V) No Stock Option granted under this Section 7 shall constitute an
Incentive Stock Option.

8.   STOCK APPRECIATION RIGHTS.

     A. GENERAL REQUIREMENTS. "Stock Appreciation Right" means the right,
pursuant to an award granted under Section 8 hereof, to cash and/or shares of
stock in an amount equal to the difference between (i) the Fair Market Value, as
of the date such right (or such portion thereof) is


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exercised, of the shares of Stock covered by such right (or such portion
thereof) and (ii) the base amount established by the Committee with respect to
such right (or such portion thereof).

     B. GRANT AND EXERCISE. Stock Appreciation Rights may be granted separate
from or in conjunction with all or part of any Stock Option granted under the
Plan and shall be nontransferable except that, subject to Section 6A(iv) hereof,
a Stock Appreciation Right shall be transferable upon transfer of the related
Stock Option. In the case of a Non-Qualified Stock Option, Stock Appreciation
Rights may be granted either at or after the time of the grant of such Stock
Option. In the case of an Incentive Stock Option, Stock Appreciation Rights may
be granted only at the time of the grant of such Stock Option.

          A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that,
unless otherwise determined by the Committee, in its sole discretion at the time
of grant, a Stock Appreciation Right granted with respect to less than the full
number of shares covered by a related Stock Option shall not be reduced until
the number of shares covered by an exercise or termination of the related Stock
Option exceeds the number of shares not covered by the Stock Appreciation Right.
A Stock Appreciation Right not granted in connection with a Stock Option shall
terminate at the time specified in the grant.

          A Stock Appreciation Right granted in connection with a Stock Option
may be exercised by an optionee, in accordance with Section 6A(iii) of the Plan,
by surrendering the applicable portion of the related Stock Option. Upon such
exercise and surrender, the optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 6A(iii) of the Plan. Stock
Options which have been so surrendered, in whole or in part, shall no longer be
exercisable to the extent the related Stock Appreciation Rights have been
exercised. A Stock Appreciation Right not granted in connection with a Stock
Option may be exercised by the grantee's delivery to the Committee of a notice
of exercise, in the form prescribed by the Committee.

     C. TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as shall
be determined from time to time by the Committee, in its sole discretion,
including the following:

          (I) Stock Appreciation Rights shall be exercisable only at such time
or times established by the Committee. Stock Appreciation Rights granted in
connection with Stock Options shall be exercisable only at such time or times
and to the extent that the Stock Options to which they relate shall be
exercisable in accordance with the provisions of Section 6 and this Section 8 of
the Plan.

          (II) Upon the exercise of a Stock Appreciation Right, an optionee
shall be entitled to receive up to, but not more than, an amount in cash and/or
shares of Stock equal in value to the excess of the Fair Market Value of one
share of Stock over the base amount established by the Committee, multiplied by
the number of shares in respect of which the Stock Appreciation Right shall have
been exercised, with the Committee having the right to determine


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the form of payment. In the case of a Stock Appreciation Right granted in
connection with a Stock Option the base amount shall be the exercise price of
the related Stock Option.

          (III) Upon the exercise of a Stock Appreciation Right, the Stock
Option or part thereof to which such Stock Appreciation Right is related, if
any, shall be deemed to have been exercised for the purpose of the limitation
set forth in Section 4 of the Plan on the number of shares of Stock to be issued
under the Plan, but only to the extent of the number of shares issued under the
Stock Appreciation Right at the time of exercise, if any, based on the value of
the Stock Appreciation Right at such time.

          (IV) A Stock Appreciation Right granted in connection with a Stock
Option may be exercised only if and when the market price of the Stock subject
to the Stock Option exceeds the exercise price of such Stock Option.

9.   RESTRICTED STOCK

     A. GENERAL REQUIREMENTS. The Committee may issues shares of Restricted
Stock upon such terms and conditions as the Committee deems appropriate under
this Section 9. Restricted Stock may be issued for consideration or for no
consideration (except as required by applicable law) and subject to such
restrictions as the Committee may determine. The Committee may establish
conditions under which restrictions on Restricted Stock lapse over a period of
time or according to such other criteria as the Committee deems appropriate,
including restrictions based upon the achievement of specific performance goals.

     B. NUMBER OF SHARES. Subject to Section 4 hereof, the Committee shall
determine the number of shares of Restricted Stock to be issued pursuant to any
Grant and the restrictions applicable to such shares.

     C. REQUIREMENT OF EMPLOYMENT OR SERVICE. If the participant ceases to be
employed by, or provide service to, the Company, or if any other specified
conditions are not met, any Restricted Stock as to which the restrictions have
not then lapsed shall automatically be forfeited to the Company, and those
shares shall be immediately returned to the Company. The Committee may provide
for complete or partial exceptions to this requirement as it deems appropriate.

     D. RESTRICTIONS ON TRANSFER. A participant may not sell, assign, transfer,
pledge or otherwise dispose of any Restricted Stock that remains subject to
forfeiture in accordance with the terms of the Grant thereof except by will or
in accordance with the laws of descent and distribution upon death. Each
certificate representing Restricted Stock will contain a legend giving
appropriate notice of the restrictions in the Grant. The participant shall be
entitled to have the restrictive legend removed from a stock certificate
covering Restricted Stock as to which all restrictions have lapsed. The
Committee may determine that the Company will not issue certificates for Grants
of Restricted Stock until all restrictions on such shares have lapsed, or that
the Company will retain possession of such certificates until all restrictions
on such shares have lapsed.


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     E. RIGHT TO VOTE AND TO RECEIVE DIVIDENDS. The Committee shall determine to
what extent, and under what conditions, the holder of Restricted Stock shall
have the right to vote such shares and to receive any dividends or other
distributions paid on such shares at any time that such shares remain subject to
forfeiture. The Committee may determine that a participant's entitlement to
dividends or other distributions with respect to Restricted Stock may be subject
to achievement of performance goals or other conditions.

10.  LONG TERM PERFORMANCE AWARDS.

     A. GENERAL REQUIREMENTS. "Long-Term Performance Award" means an award made
pursuant to Section 10 hereof that is payable in cash and/or shares of Common
Stock (including Restricted Stock and Performance Shares) in accordance with the
terms of the grant, based on Company, business unit and/or individual
performance over a period of at least two years, in each case as determined by
the Committee and as set forth in the grant letter.

     B. AWARDS AND ADMINISTRATION. Long Term Performance Awards may be awarded
either alone or in addition to other awards granted under the Plan. Prior to
award of a Long Term Performance Award, the Committee shall determine the
nature, length and starting date of the performance period (the "performance
period") for each Long Term Performance Award, which shall be at least two years
(subject to Section 12 below). Performance periods may overlap and participants
may participate simultaneously with respect to Long Term Performance Awards that
are subject to different performance periods and/or different performance
factors and criteria. Prior to award of a Long Term Performance Award, the
Committee shall determine the performance objectives to be used in valuing Long
Term Performance Awards and determine the extent to which such Long Term
Performance Awards have been earned. Performance objectives may vary from
participant to participant and between groups of participants and shall be based
upon such Company, business unit and/or individual performance factors and
criteria as the Committee may deem appropriate, as approved by the stockholders
of the Company. If the Committee has determined to comply with the rules and
regulations under Section 162(m) of the Code, the Committee shall determine, in
its sole discretion, the extent to which the performance objectives for any Long
Term Performance Award should be disclosed to and approved by the stockholders
of the Company and otherwise comply with such rules and regulations.

          At the beginning of each performance period, the Committee shall
determine for each Long Term Performance Award subject to such performance
period the range of dollar values or number of shares of Common Stock to be
awarded to the participant at the end of the performance period if and to the
extent that the relevant measure(s) of performance for such Long Term
Performance Award is (are) met; provided, however, that no participant shall be
awarded a Long Term Performance Award with a dollar value in excess of One
Million Dollars ($1,000,000) (determined as of the time such Long Term
Performance Award is granted) for the performance period to which the Long Term
Performance Award relates. Such dollar values or number of shares of Common
Stock may be fixed or may vary in accordance with such performance and/or other
criteria as may be specified by the Committee, in its sole discretion.

     C. ADJUSTMENT OF AWARDS. In the event of special or unusual events or
circumstances affecting the application of one or more performance objectives to
a Long Term Performance Award, the Committee may revise the performance
objectives and/or underlying


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factors and criteria applicable to the Long Term Performance Awards affected, to
the extent deemed appropriate by the Committee, in its sole discretion, to avoid
unintended windfalls or hardship.

     D. TERMINATION OF SERVICE. Unless otherwise provided in the applicable
award agreement(s), if a participant terminates service with the Corporation
during a performance period because of death, disability or retirement (as such
terms may be defined in the grant letter with respect to such Long Term
Performance Award), such participant (or his estate) shall be entitled to a
payment with respect to each outstanding Long Term Performance Award at the end
of the applicable performance period:

          (I) based, to the extent relevant under the terms of the award, upon
the Company, business unit and/or individual performance for the portion of such
performance period ending on the date of termination and the Company, business
unit and/or individual performance for the entire performance period, and

          (II) pro-rated, where deemed appropriate by the Committee, for the
portion of the performance period during which the participant was employed by
the Company, all as determined by the Committee, in its sole discretion.

          However, the Committee may provide for an earlier payment in
settlement of such award in such amount and under such terms and conditions as
the Committee deems appropriate, in its sole discretion.

          Except as otherwise determined by the Committee, if a participant
terminates service with the Company during a performance period for any other
reason, then such participant shall not be entitled to any payment with respect
to the Long Term Performance Awards subject to such performance period, unless
the Committee shall otherwise determine, in its sole discretion.

          In the event of a Change of Control (as such term is defined in the
grant letter with respect to such Long Term Performance Award), the Committee
may, in its sole discretion, cause all conditions applicable to a Long Term
Performance Award to immediately terminate and a stock certificate or stock
certificates representing shares of Common Stock subject to such award, or cash,
as the case may be, to be issued and/or delivered to the participant.

     E. FORM OF PAYMENT. The earned portion of a Long Term Performance Award may
be paid currently or on a deferred basis, together with such interest or
earnings equivalent, if any, as may be determined by the Committee, in its sole
discretion. Payment shall be made in the form of cash or whole shares of Common
Stock, including Restricted Stock, either in a lump sum payment or in annual
installments commencing as soon as practicable after the end of the relevant
performance period, all as the Committee shall determine at or after grant. If
and to the extent a Long Term Performance Award is payable in Common Stock and
the full amount of such value is not paid in Common Stock, then the shares of
Common Stock representing the portion of the value of the Long Term Performance
Award not paid in Common Stock shall again become available for award under the
Plan, subject to Section 4. Prior to any payment, the


                                       11

<PAGE>

Committee shall certify that all of the performance goals or other material
terms of the award have been met.

11.  PERFORMANCE SHARES.

     A. GENERAL REQUIREMENTS. "Performance Share" means an award made pursuant
to Section 11 hereof of the right to receive shares of Common Stock at the end
of a specified performance period.

     B. AWARDS AND ADMINISTRATION. The Committee shall determine the persons to
whom and the time or times at which Performance Shares shall be awarded, the
number of Performance Shares to be awarded to any such person, the duration of
the period (the "performance period") during which, and the conditions under
which, receipt of the shares of Common Stock will be deferred, and the other
terms and conditions of the award in addition to those set forth below.

          The Committee may condition the receipt of shares of Common Stock
pursuant to a Performance Share award upon the attainment of specified
performance goals or such other factors or criteria as the Committee shall
determine, in its sole discretion.

          The provisions of Performance Share awards need not be the same with
respect to each participant, and such awards to individual participants need not
be the same in subsequent years.

     C. TERMS AND CONDITIONS. Performance Shares awarded pursuant to this
Section 11 shall be subject to the following terms and conditions and such other
terms and conditions, not inconsistent with the terms of this Plan, as the
Committee shall deem desirable:

          (I) Conditions. The Committee, in its sole discretion, shall specify
the performance period during which, and the conditions under which, the receipt
of shares of Common Stock covered by the Performance Share award will be
deferred.

          (II) Stock Certificate. At the expiration of the performance period,
if the Committee, in its sole discretion, determines that the conditions
specified in the Performance Share agreement have been satisfied, a stock
certificate or stock certificates representing the number of shares of Common
Stock covered by the Performance Share award shall be issued and delivered to
the participant. A participant shall not be deemed to be the holder of Common
Stock, or to have the rights of a holder of Common Stock, with respect to the
Performance Shares unless and until a stock certificate or stock certificates
representing such shares of Common Stock are issued to such Participant.

          (III) Death, Disability or Retirement. Subject to the provisions of
the Plan, if a participant terminates service with the Corporation during a
performance period because of death, disability or retirement (as such terms may
be defined in the grant letter with respect to such Performance Share award),
such participant (or his estate) shall be entitled to a payment with respect to
each outstanding Performance Share award at the end of the applicable
performance period:


                                       12

<PAGE>

               (A) based, to the extent relevant under the terms of the award,
upon the the attainment of specified performance goals or such other factors or
criteria as the Committee set forth in the Performance Share award for the
portion of such performance period ending on the date of termination and the
attainment of such goals or other factors or criteria for the entire performance
period, and

               (B) pro-rated, where deemed appropriate by the Committee, for the
portion of the performance period during which the participant was employed by
the Company, all as determined by the Committee, in its sole discretion.

          However, the Committee may provide for an earlier payment in
settlement of such award in such amount and under such terms and conditions as
the Committee deems appropriate, in its sole discretion.

          (IV) Termination of Service. Unless otherwise determined by the
Committee at the time of grant, the Performance Shares will be forfeited upon a
termination of service during the performance period for any reason other than
death, disability or retirement.

          (V) Change of Control. In the event of a Change of Control (as such
term is defined in the grant letter with respect to such Performance Share
award), the Committee may, in its sole discretion, cause all conditions
applicable to the Performance Shares to immediately terminate and a stock
certificate or stock certificates representing shares of Common Stock subject to
the Performance Share award to be issued and delivered to the participant.

12.  QUALIFIED PERFORMANCE-BASED COMPENSATION.

     A. DESIGNATION AS QUALIFIED PERFORMANCE-BASED COMPENSATION. The Committee
may determine that Stock Appreciation Rights, Restricted Stock, Long Term
Performance Awards or Performance Shares granted to an employee shall be
considered "qualified performance-based compensation" under Code section 162(m).
The provisions of this Section 12 shall apply to any such grants that are to be
considered "qualified performance-based compensation" under Code section 162(m).
To the extent that grants of Stock Appreciation Rights, Restricted Stock, Long
Term Performance Awards or Performance Shares are designated as "qualified
performance-based compensation" under Code section 162(m) are made, no such
grant may be made as an alternative to another grant that is not designated as
"qualified performance based compensation" but instead must be separate and
apart from all other grants made.

     B. PERFORMANCE GOALS. When Stock Appreciation Rights, Restricted Stock,
Long Term Performance Awards or Performance Shares that are to be considered
"qualified performance-based compensation" are granted, the Committee shall
establish in writing (i) the objective performance goals that must be met, (ii)
the period during which performance will be measured, (iii) the maximum amounts
that may be paid if the performance goals are met, and (iv) any other conditions
that the Committee deems appropriate and consistent with the Plan and the
requirements of Code section 162(m) for "qualified performance-based
compensation." The performance goals shall satisfy the requirements for
"qualified performance-based compensation," including the requirement that the
achievement of the goals be substantially


                                       13

<PAGE>

uncertain at the time they are established and that the performance goals be
established in such a way that a third party with knowledge of the relevant
facts could determine whether and to what extent the performance goals have been
met. The Committee shall not have discretion to increase the amount of
compensation that is payable upon achievement of the designated performance
goals, but the Committee may reduce the amount of compensation that is payable
upon achievement of the designated performance goals.

     C. CRITERIA USED FOR OBJECTIVE PERFORMANCE GOALS. In setting the
performance goals for grants designated as "qualified performance-based
compensation" pursuant to this Section 12, the Committee shall use objectively
determinable performance goals based on one or more of the following criteria:
pre- or after-tax net earnings, sales or revenue, operating earnings, operating
cash flow, return on net assets, return on stockholders' equity, return on
assets, return on capital, stock price growth, gross or net profit margin,
earnings per share, price per share, market share or strategic business criteria
consisting of one or more Company objectives based on meeting specified revenue
goals, market penetration goals, geographic business expansion goals, cost
targets, product development goals, goals relating to acquisitions or
divestitures or any other objective measure derived from any of the foregoing
criteria. The performance goals may relate to the participant's business unit or
the performance of the Company as a whole, or any combination of the foregoing.
Performance goals need not be uniform as among participants.

     D. TIMING OF ESTABLISHMENT OF GOALS. The Committee shall establish the
performance goals in writing either before the beginning of the performance
period or during a period ending no later than the earlier of (i) 90 days after
the beginning of the performance period or (ii) the date on which 25% of the
performance period has been completed, or such other date as may be required or
permitted under applicable regulations under Code section 162(m).

     E. ANNOUNCEMENT OF RESULTS. The Committee shall certify and announce the
results for the performance period to all participants after the Company
announces the Company's financial results for the performance period. If and to
the extent that the Committee does not certify that the performance goals have
been met, the applicable grants for the performance period shall be forfeited or
shall not be paid, as applicable.

     F. DEATH, DISABILITY OR OTHER CIRCUMSTANCES. The Committee may provide that
grants shall be payable or restrictions shall lapse, in whole or in part, in the
event of the Participant's death or disability during the performance period, a
Change of Control or under other circumstances consistent with the Treasury
regulations and rulings under Code section 162(m).

13.  ADJUSTMENT IN EVENT OF RECAPITALIZATION OF THE COMPANY

     A. CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Grant and the number of shares of Common Stock that have been
authorized for issuance under the Plan but as to which no Grants have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of a Stock Option, forfeiture of Restricted Stock or issuance of fewer


                                       14

<PAGE>

shares of Common Stock upon payment of a Long Term Performance Award or
Performance Share award than were the original subject of such awards, including
the maximum number of shares of Common Stock for which Grants may be granted to
any employee in any calendar year, as well as the price per share of Common
Stock covered by any outstanding Stock Option, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company, or other similar event that affects the Common
Stock such that an adjustment is required to preserve or prevent enlargement of
the benefits or potential benefits made available under the Plan. Such
adjustment shall be made by the Committee, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to a Grant.

     B. DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, all outstanding Awards will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Committee. The Committee may, in the exercise of its discretion in such
instances, declare that any Award shall terminate as of a date fixed by the
Committee and (i) give each holder of a Stock Option the right to exercise the
holder's Stock Option as to all or any part of the shares of Common Stock
covered by the Stock Option, including shares as to which the Stock Option would
not otherwise be exercisable, (ii) subject to the provisions of Code section
162(m), determine that the restrictions with respect to any Restricted Stock
shall lapse, in whole or in part, or (iii) subject to the provisions of Code
section 162(m), determine to pay all or any portion of a Long Term Performance
Award or Performance Share award notwithstanding that the performance criteria
set forth therein have not been satisfied in full or that the performance period
has not expired.

     C. SALE OR MERGER. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into
another corporation, the Committee, in the exercise of its sole discretion, may
take such action as it deems desirable, including, but not limited to: (i)
causing an Award to be assumed or an equivalent Award to be substituted by the
successor corporation or a parent or subsidiary of such successor corporation,
(ii) providing that each option holder shall have the right to exercise the
option holder's Stock Option as to all of the shares of Common Stock covered by
the Stock Option, including shares as to which the Stock Option would not
otherwise be exercisable, (iii) declaring that a Stock Option shall terminate at
a date fixed by the Committee provided that the option holder is given notice
and opportunity to exercise the then exercisable portion of the option holder's
Stock Option prior to such date, (iv) subject to the provisions of Code section
162(m), determine that the restrictions with respect to any Restricted Stock
shall lapse, in whole or in part, or (v) subject to the provisions of Code
section 162(m), determine to pay all or any portion of a Long Term Performance
Award or Performance Share award notwithstanding that the performance criteria
set forth therein have not been satisfied in full or that the performance period
has not expired.

14.  AMENDMENT OF PLAN


                                       15

<PAGE>

     The Committee, within its discretion, shall have authority to amend the
Plan and the terms of any Grant issued hereunder at any time, subject to any
required stockholder approval or any stockholder approval that the Committee may
deem advisable for any reason, such as for the purpose of obtaining or retaining
the statutory or regulatory benefits under tax, securities or other laws as
satisfying any applicable stock exchange or Nasdaq listing requirement. The
Committee may not, without the consent of the recipient of any Grant previously
made hereunder alter or impair any right or obligation under such Grant, except
as specifically authorized herein.

15.  RIGHTS OF A STOCKHOLDER

     The recipient of any Grant under the Plan, unless otherwise provided by the
Plan or the award letter evidencing such Grant, shall have no rights as a
stockholder unless and until certificates for shares of Common Stock are issued
and delivered to him without the restrictive legend contemplated by Section 8
hereof.

16.  NO GUARANTY OF EMPLOYMENT OR PARTICIPATION

     Nothing contained in the Plan or in any award letter with respect to a
Grant shall confer upon any participant the right to continue in the employment
of the Company or any subsidiary of the Company or affect any right that the
Company or any subsidiary of the Company may have to terminate the employment of
such participant. No person shall have a right to be selected to participate in
the Plan or, having been so selected, to receive any future Grants.

17.  WITHHOLDING

     Whenever the Company proposes or is required to issue or transfer shares of
Common Stock under the Plan, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy any federal,
state, local or foreign withholding tax requirements prior to the delivery of
any certificate or certificates for such shares. If and to the extent authorized
by the Committee, in its sole discretion, a participant may make an election, by
means of a form of election to be prescribed by the Committee, to have shares of
Common Stock that are acquired upon exercise of a Stock Option withheld by the
Company or issued upon payment of a Long Term Performance Award or Performance
Share award or to tender other shares of Common Stock or other securities of the
Company owned by the option holder to the Company at the time of exercise of a
Stock Option, the lapse of any restrictions on the Restricted Stock or the
payment of a Long Term Performance Award or Performance Share award to pay the
amount of tax that would otherwise be required by law to be withheld by the
Company as a result of any such exercise, lapse or payment. Any such election
shall be irrevocable and shall be subject to termination by the Committee, in
its sole discretion, at any time. Any securities so withheld or tendered will be
valued by the Committee as of the date of exercise.

18.  NON-UNIFORM DETERMINATIONS

     The Committee's determinations under the Plan (including without limitation
determinations of the persons to receive Grants, the form, amount and timing of
such Grants and the terms and provisions of Grants and the award letters
evidencing same) need not be uniform and may be made selectively among persons
who receive, or are eligible to receive, Grants under the Plan whether or not
such persons are similarly situated.


                                       16

<PAGE>

19.  RESERVATION OF SHARES

     The Company, during the term of the Plan, will at all times reserve and
keep available such number of shares as shall be sufficient to satisfy the
requirements of the Plan. Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares hereunder,
shall relieve the Company of any liability for the failure to issue or sell such
shares as to which such requisite authority shall not have been obtained.

20.  EFFECT ON OTHER PLANS

     Participation in the Plan shall not affect an employee's eligibility to
participate in any other benefit or incentive plan of the Company or any
subsidiary of the Company. Any Grants made pursuant to the Plan shall not be
used in determining the benefits provided under any other plan of the Company or
any subsidiary of the Company unless specifically provided.

21.  FORFEITURE

     Notwithstanding anything to the contrary in the Plan, if the Committee
finds, by a majority vote, after full consideration of the facts presented on
behalf of both the Company and any option holder, that a participant has been
engaged in fraud, embezzlement, theft or commission of a felony or retention by
the Company or any subsidiary of the Company or that a participant has willfully
disclosed confidential information of the Company or any subsidiary of the
Company and that such disclosure damaged the Company or any subsidiary of the
Company, the participant shall forfeit all unexercised Stock Options, all
exercised Stock Options under which the Company has not yet delivered the
certificates, and all Restricted Stock, Stock Appreciation Rights, Long Term
Performance Awards and Performance Shares. The decision of the Committee in
interpreting and applying the provisions of this Section 21 shall be final. No
decision of the Committee, however, shall affect the finality of the discharge
or termination of such participant by the Company or any subsidiary of the
Company in any manner.

22.  NO PROHIBITION ON CORPORATE ACTION

     No provision of the Plan shall be construed to prevent the Company or any
officer or director thereof from taking any action deemed by the Company or such
officer or director to be appropriate or in the Company's best interest, whether
or not such action could have an adverse effect on the Plan or any Grants made
hereunder, and no participant or participant's estate, personal representative
or beneficiary shall have any claim against the Company or any officer or
director thereof as a result of the taking of such action.

23.  INDEMNIFICATION

     With respect to the administration of the Plan, the Company shall indemnify
each present and future member of the Committee and the Board against, and each
member of the Committee and the Board shall be entitled without further action
on his or her part to indemnity from the Company for, all expenses (including
the amount of judgments and the amount of approved settlements made with a view
to the curtailment of costs of litigation, other than amounts paid to the
Company itself) reasonably incurred by him in connection with or arising out of,
any action,


                                       17

<PAGE>

suit or proceeding in which he may be involved by reason of his or her being or
having been a member of the Committee or the Board, whether or not he continues
to be such member at the time of incurring such expenses; provided, however,
that such indemnity shall not include any expenses incurred by any such member
of the Committee or the Board (i) in respect of matters as to which he shall be
finally adjudged in any such action, suit or proceeding to have been guilty of
gross negligence or willful misconduct in the performance of his or her duty as
such member of the Committee or the Board; or (ii) in respect of any matter in
which any settlement is effected for an amount in excess of the amount approved
by the Company on the advice of its legal counsel; and provided further that no
right of indemnification under the provisions set forth herein shall be
available to or enforceable by any such member of the Committee or the Board
unless, within 60 days after institution of any such action, suit or proceeding,
he shall have offered the Company in writing the opportunity to handle and
defend same at its own expense. The foregoing right of indemnification shall
inure to the benefit of the heirs, executors or administrators of each such
member of the Committee or the Board and shall be in addition to all other
rights to which such member may be entitled as a matter of law, contract or
otherwise.

24.  MISCELLANEOUS PROVISIONS

     A. COMPLIANCE WITH PLAN PROVISIONS. No participant or other person shall
have any right with respect to the Plan, the Common Stock reserved for issuance
under the Plan or in any Stock Option or Restricted Stock until a written award
letter shall have been executed by the Company and all the terms, conditions and
provisions of the Plan and the Grant applicable to such participant (and each
person claiming under or through him) have been met.

     B. APPROVAL BY COMPANY. In the discretion of the Committee, no shares of
Common Stock, other securities or property of the Company or other forms of
payment shall be issued hereunder with respect to any Stock Option or Restricted
Stock award unless the Company's General Counsel or Chief Financial Officer
shall be satisfied that such issuance will be in compliance with applicable
federal, state, local and foreign legal, securities exchange and other
applicable requirements.

     C. COMPLIANCE WITH RULE 16B-3. To the extent that Rule 16b-3 under the
Exchange Act applies to Grants made under the Plan, it is the intention of the
Company that the Plan comply in all respects with the requirements of Rule
16b-3, that any ambiguities or inconsistencies in construction of the Plan be
interpreted to give effect to such intention and that, if the Plan shall not so
comply, whether on the date of adoption or by reason of any later amendment to
or interpretation of Rule 16b-3, the provisions of the Plan shall be deemed to
be automatically amended so as to bring them into full compliance with such
rule.

     D. UNFUNDED PLAN. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregations of assets under the Plan.

     E. EFFECTS OF ACCEPTANCE OF GRANT. By accepting any Stock Option,
Restricted Stock or other benefit under the Plan, each participant and each
person claiming under or through him shall be conclusively deemed to have
indicated his or her acceptance and ratification of, and


                                       18

<PAGE>

consent to, any action taken under the Plan by the Company, the Board and/or the
Committee or its delegates.

     F. CONSTRUCTION. The masculine pronoun shall include the feminine and
neuter, and the singular shall include the plural, where the context so
indicates.

     G. COMPLIANCE WITH LEGAL AND EXCHANGE REQUIREMENTS. The Plan, the granting
and exercising of Stock Options hereunder, the issuance of Restricted Stock
hereunder and the other obligations of the Company hereunder, including Stock
Appreciation Rights, Long Term Performance Awards and Performance Shares, shall
be subject to all applicable federal and state laws, rules and regulations, and
to such approval by all regulatory or governmental agencies as may be required.
The Company, in its discretion, may postpone the granting and exercising of
Stock Options, the issuance or delivery of Common Stock under any Stock Option
or any award of Restricted Stock, or any other action sanctioned under the Plan
to permit the Company, with reasonable diligence, to complete such stock
exchange listing or registration or qualification of such Common Stock or other
required action under any federal or state law, rule or regulation and may
require any option holder to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of Common Stock in compliance with applicable laws, rules, and
regulations. The Company shall not be obligated by virtue of any provision of
the Plan to recognize the exercise of any Stock Option or to otherwise sell or
issue Common Stock in violation of any such laws, rules, or regulations; and any
postponement of the exercise or settlement of any Stock Option, issuance of
Restricted Stock, Stock Appreciation Rights, Long Term Performance Awards and
Performance Shares under this provision shall not extend the term of such Stock
Option or modify the forfeiture provisions of such Restricted Stock, Stock
Appreciation Rights, Long Term Performance Awards or Performance Shares. The
Company, the Committee and the other directors or officers of the Company shall
not have any obligation or liability to an option holder with respect to any
Stock Option (or Common Stock issuable thereunder), Restricted Stock, Stock
Appreciation Rights, Long Term Performance Awards or Performance Shares that
shall lapse or be forfeited because of such postponement. Likewise, the
Committee may postpone the exercise of Stock Options, the issuance or delivery
of Common Stock under any Stock Option, Restricted Stock, Stock Appreciation
Rights, Long Term Performance Awards and Performance Shares and any action
sanctioned under the Plan to prevent the Company or any affiliate from being
denied a federal income deduction with respect to any Stock Option other than an
Incentive Stock Option, the issuance of any Restricted Stock, Stock Appreciation
Rights, Long Term Performance Awards and Performance Shares.

     H. GOVERNING LAW. The Plan and all award letters hereunder shall be
construed in accordance with and governed by the laws of the State of Delaware.

     I. NO IMPACT ON BENEFITS. Except as may otherwise be specifically stated
under any employee benefit plan, policy or program, no amount payable in
connection with any Grant shall be treated as compensation for purposes of
calculating an option holder's rights and benefits under such plan, policy or
program.

     J. NO CONSTRAINT ON CORPORATION ACTION. Nothing in this Plan shall be
construed to limit, impair or otherwise affect the Company's right or power to
make adjustments,


                                       19

<PAGE>

reclassifications, reorganizations or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer
all or any part of its business or assets or, except as provided in Section 13,
to limit the power or right of the Company or any affiliate to take any action
which such entity deems to be necessary or appropriate.

     K. BENEFICIARY DESIGNATION. Each participant under the Plan may, from time
to time, name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid or by whom any
right under the Plan is to be exercised in the event of the participant's death.
Each designation will revoke all prior designations by the same participant,
must be in a form prescribed by the Committee, and will be effective only when
filed by the participant in writing with the Committee during the option
holder's lifetime. In the absence of any such designation, benefits remaining
unpaid at a participant's death shall be paid to or exercised by the
participant's surviving spouse, if any, or otherwise to or by his or her estate.

     L. CODE SECTION 409A COMPLIANCE. It is intended that this amended and
restated Plan be drafted and administered in compliance with Code section 409A
including, but not limited to, any future amendments to Code section 409A, and
any other Internal Revenue Service or other governmental rulings or
interpretations ("IRS Guidance") issued pursuant to Section 409A so as not to
subject the Participant to payment of interest or any additional tax under Code
section 409A. In furtherance thereof, if payment or provision of any amount or
benefit hereunder that is subject to Code section 409A at the time specified
herein would subject such amount or benefit to any additional tax under Code
section 409A, the payment or provision of such amount or benefit shall be
postponed to the earliest commencement date on which the payment or provision of
such amount or benefit could be made without incurring such additional tax. In
addition, to the extent that any IRS Guidance issued under Code section 409A
would result in the Participant being subject to the payment of interest or any
additional tax under Code section 409A, the parties agree, to the extent
reasonably possible, to amend this Plan in order to avoid the imposition of any
such interest or additional tax under Code section 409A, which amendment shall
have the minimum economic effect necessary and be reasonably determined in good
faith by the Company and the Participant.

As amended through April 26, 2007.


                                       20