KOGER EQUITY, INC.
 
                      1998 EQUITY AND CASH INCENTIVE PLAN,
                            AS AMENDED AND RESTATED
 
 
     The 1998 Equity and Cash Incentive Plan of Koger Equity, Inc. (the
"Company") was originally adopted on May 10, 1998, by the Company's Board of
Directors, subject to shareholder approval, which was obtained on May 19, 1998.
This Plan originally provided for the issuance of up to 1,000,000 shares of the
Company's Common Stock, par value $.01 per share ("Stock") pursuant to awards
made under the Plan. This Amendment permits the issuance of an additional
1,000,000 shares of Stock for awards under the Plan. The Plan also provided for
the payment of Performance Awards based on Performance Goals. This Amendment
also extends by two years the date by which re-approval by shareholders is
required for performance based awards.
 
 
1. PURPOSE
 
     The purpose of this Equity and Cash Incentive Plan, as Amended and
Restated, (the "Plan") is to advance the interests of the Company and its
subsidiaries by enhancing their ability to attract and retain employees and
other persons or entities who are in a position to make significant
contributions to the success of the Company and its subsidiaries through
ownership of shares of Stock and cash incentives.
 
     The Plan is intended to accomplish these goals by enabling the Company to
grant Awards in the form of Options, Stock Appreciation Rights, Restricted Stock
or Unrestricted Stock Awards, Deferred Stock Awards or Performance Awards in
Stock, cash or both, Loans or Supplemental Grants, or combinations thereof, (the
"Award(s)") all as more fully described below.
 
2. ADMINISTRATION
 
     Unless otherwise determined by the Board of Directors of the Company (the
"Board"), the Plan will be administered by a Committee of the Board designated
for such purpose (the "Committee"). The Committee shall consist of at least two
directors. A majority of the members of the Committee shall constitute a quorum,
and all determinations of the Committee shall be made by a majority of its
members. Any determination of the Committee under the Plan may be made without
notice or meeting of the Committee by a writing signed by a majority of the
Committee members. During such times as the Company's Common Stock is registered
under the Securities Exchange Act of 1934 (the "1934 Act"), at least two members
of the Committee shall be "non-employee directors" within the meaning of Rule
16b-3 promulgated under the 1934 Act and "outside directors" within the meaning
of Section 162(m)(4)(C)(I) of the Internal Revenue Code of 1986, as amended (the
"Code").
 
     The Committee will have authority, not inconsistent with the express
provisions of the Plan and in addition to other authority granted under the
Plan, to (a) grant Awards at such time or times as it may choose; (b) determine
the size of each Award, including the number of shares of Stock subject to the
Award; (c) determine the type or types of each Award; (d) determine the terms
and conditions of each Award; (e) waive compliance by a holder of an Award with
any obligations to be performed by such holder under an Award and waive any
terms or conditions of an Award; (f) amend or cancel an existing Award in whole
or in part (and if an Award is canceled, grant another Award in its place on
such terms and conditions as the Committee shall specify), except that the
Committee may not, without the consent of the holder of an Award, take any
action under this clause with respect to such Award if such action would
adversely affect the rights of such holder; (g) prescribe the form or forms of
instruments that are required or deemed appropriate under the Plan, including
any written notices and elections required of Participants (as defined below),
and change such forms from time to time; (h) adopt, amend and rescind rules and
regulations for the administration of the Plan; and (i) interpret the Plan and
decide any questions and settle all controversies and disputes that may arise in
connection with the Plan. Such determinations and actions of the Committee, and
all other
 
determinations and actions of the Committee made or taken under authority
granted by any provision of the Plan, will be conclusive and will bind all
parties. Nothing in this paragraph shall be construed as limiting the power of
the Committee to make adjustments under Section 8.6.
 
3. EFFECTIVE DATE AND TERM OF PLAN
 
     The Plan will become effective on the date on which it is approved by the
stockholders of the Company. Awards may be made prior to such stockholder
approval if made subject thereto. No Award may be granted under the Plan after
May 19, 2008, but Awards previously granted may extend beyond that date.
 
4. SHARES SUBJECT TO THE PLAN
 
     Subject to adjustment as provided in Section 8.6, the aggregate number of
shares of Stock that have been, or may be, delivered under the Plan are
2,000,000. If any Award requiring exercise by the Participant for delivery of
Stock terminates without having been exercised in full, or if any Award payable
in Stock or cash is satisfied in cash rather than Stock, the number of shares of
Stock as to which such Award was not exercised or for which cash was substituted
will be available for future grants.
 
     Subject to Section 8.6(a), the maximum number of shares of Stock as to
which Options or Stock Appreciation Rights may be granted to any Participant in
any one calendar year is 250,000, which limitation shall be construed and
applied consistently with the rules under Section 162(m) of the Code.
 
     Stock delivered under the Plan may be either authorized but unissued Stock
or previously issued Stock acquired by the Company and held in treasury. No
fractional shares of Stock will be delivered under the Plan.
 
5. ELIGIBILITY AND PARTICIPATION
 
     Each employee of the Company or any of its subsidiaries (an "Employee") and
each other person or entity (including without limitation non-Employee directors
of the Company or a subsidiary of the Company) who, in the opinion of the
Committee, is in a position to make a significant contribution to the success of
the Company or its subsidiaries will be eligible to receive Awards under the
Plan (each such Employee, person or entity receiving an Award, a "Participant").
A "subsidiary" for purposes of the Plan will be a corporation in which the
Company owns, directly or indirectly, stock possessing 50% or more of the total
combined voting power of all classes of stock.
 
6. TYPES OF AWARDS
 
     6.1. Options
 
     (a) Nature of Options.  An Option is an Award giving the recipient the
right, on exercise thereof, to purchase Stock.
 
     Both "incentive stock options," as defined in Section 422(b) of the Code
(any Option intended to qualify as an incentive stock option being hereinafter
referred to as an "ISO"), and Options that are not ISOs, may be granted under
the Plan. ISOs shall be awarded only to Employees. An Option awarded under the
Plan shall be a non-ISO unless it is expressly designated as an ISO at time of
grant.
 
     (b) Exercise Price.  The exercise price of an Option will be determined by
the Committee subject to the following:
 
          (1) The exercise price of an ISO or an Option intended to qualify as
     performance based compensation under Section 162(m) of the Code shall not
     be less than 100% of the fair market value of the Stock subject to the
     Option, determined as of the time the Option is granted.
 
          (2) In no case may the exercise price paid for Stock which is part of
     an original issue of authorized Stock be less than the par value per share
     of the Stock.
 
     (c) Duration of Options.  The latest date on which an Option may be
exercised will be the tenth anniversary of the day immediately preceding the
date the Option was granted, or such earlier date as may have been specified by
the Committee at the time the Option was granted.
 
     (d) Exercise of Options.  An Option will become exercisable at such time or
times, and on such conditions, as the Committee may specify. The Committee may
at any time and from time to time accelerate the time at which all or any part
of the Option may be exercised. Any exercise of an Option must be in writing,
signed by the proper person and delivered or mailed to the Company, accompanied
by (1) any documents required by the Committee and (2) payment in full in
accordance with paragraph (e) below for the number of shares for which the
Option is exercised.
 
     (e) Payment for Stock.  Stock purchased on exercise of an Option must be
paid for as follows: (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company or (2) if so permitted by the
Committee at or after the grant of the Option or by the instrument evidencing
the Option, (i) through the delivery of shares of Stock which have been held for
at least six months (unless the Committee approves a shorter period) and which
have a fair market value equal to the exercise price, (ii) by delivery of an
unconditional and irrevocable undertaking by a broker, bank or other financial
institution, acceptable to the Company, to deliver promptly to the Company
sufficient funds to pay the exercise price, or (iii) by any combination of the
foregoing permissible forms of payment.
 
     (f) Discretionary Payments.  If (i) the market price of shares of Stock
subject to an Option (other than an Option which is in tandem with a Stock
Appreciation Right as described in Section 6.2) exceeds the exercise price of
the Option at the time of its exercise, and (ii) the person exercising the
Option so requests the Committee in writing, the Committee may in its sole
discretion cancel the Option and cause the Company to pay in cash or in shares
of Stock (at a price per share equal to the fair market value per share) to the
person exercising the Option an amount equal to the difference between the fair
market value of the Stock which would have been purchased pursuant to the
exercise (determined on the date the Option is canceled) and the aggregate
exercise price which would have been paid.
 
     6.2. Stock Appreciation Rights.
 
     (a) Nature of Stock Appreciation Rights.  A Stock Appreciation Right (or
"SAR") is an Award entitling the holder, on exercise, to receive an amount in
cash or Stock or a combination thereof (such form to be determined by the
Committee) determined in whole or in part by reference to appreciation, from and
after the date of grant, in the fair market value of a share of Stock. SARs may
be based solely on appreciation in the fair market value of Stock or on a
comparison of such appreciation with some other measure of market growth such as
(but not limited to) appreciation in a recognized market index. The date as of
which such appreciation or other measure is determined shall be the exercise
date unless another date is specified by the Committee.
 
     (b) Grant of Stock Appreciation Rights.  SARs may be granted in tandem
with, or independently of, Options granted under the Plan.
 
          (1) Rules Applicable to Tandem Awards.  When SARs are granted in
     tandem with Options, (a) the SAR will be exercisable only at such time or
     times, and to the extent, that the related Option is exercisable and will
     be exercisable in accordance with the procedure required for exercise of
     the related Option; (b) the SAR will terminate and no longer be exercisable
     upon the termination or exercise of the related Option, except that a SAR
     granted with respect to less than the full number of shares covered by an
     Option will not be reduced until the number of shares as to which the
     related Option has been exercised or has terminated exceeds the number of
     shares not covered by the SAR; (c) the Option will terminate and no longer
     be exercisable upon the exercise of the related SAR; and (d) the SAR will
     be transferable only with the related Option.
 
          (2) Exercise of Independent SARs.  A SAR not granted in tandem with an
     Option will become exercisable at such time or times, and on such
     conditions, as the Committee may specify. The Committee may at any time
     accelerate the time at which all or any part of the SAR may be exercised.
 
     Any exercise of an independent SAR must be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by any other
documents required by the Committee.
 
     6.3. Restricted and Unrestricted Stock.
 
     (a) Grant of Restricted Stock.  Subject to the terms and provisions of the
Plan, the Committee may grant shares of Stock in such amounts and upon such
terms and conditions as the Committee shall determine subject to the
restrictions described below ("Restricted Stock").
 
     (b) Restricted Stock Agreement.  The Committee may require, as a condition
to an Award, that a recipient of a Restricted Stock Award enter into a
Restricted Stock Award Agreement, setting forth the terms and conditions of the
Award. In lieu of a Restricted Stock Award Agreement, the Committee may provide
the terms and conditions of an Award in a notice to the Participant of the
Award, on the Stock certificate representing the Restricted Stock, in the
resolution approving the Award, or in such other manner as it deems appropriate.
 
     (c) Transferability and Other Restrictions.  Except as otherwise provided
in this Section 6.3, the shares of Restricted Stock granted herein may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
until the end of the applicable period or periods established by the Committee
and the satisfaction of any other conditions or restrictions established by the
Committee (such period during which a share of Restricted Stock is subject to
such restrictions and conditions is referred to as the "Restricted Period").
Except as the Committee may otherwise determine under Section 7.1, if a
Participant suffers a Termination of Service (as defined at Section 7.1) for any
reason during the Restricted Period, the Company may purchase the shares of
Restricted Stock subject to such restrictions and conditions for the amount of
cash paid by the Participant for such shares; provided, that if no cash was paid
by the Participant such shares of Restricted Stock shall be automatically
forfeited to the Company.
 
     During the Restricted Period with respect to any shares of Restricted
Stock, the Company shall have the right to retain in the Company's possession
the certificate or certificates representing such shares.
 
     (d) Removal of Restrictions.  Except as otherwise provided in this Section
6.3, a share of Restricted Stock covered by a Restricted Stock grant shall
become freely transferable by the Participant upon completion of the Restricted
Period, including the passage of any applicable period of time and satisfaction
of any conditions to vesting. The Committee, in its sole discretion, shall have
the right at any time immediately to waive all or any part of the restrictions
and conditions with regard to all or any part of the shares held by any
Participant.
 
     (e) Voting Rights, Dividends and Other Distributions.  During the
Restricted Period, Participants holding shares of Restricted Stock granted
hereunder may exercise full voting rights and shall receive all regular cash
dividends paid with respect to such shares. Except as the Committee shall
otherwise determine, any other cash dividends and other distributions paid to
Participants with respect to shares of Restricted Stock, including any dividends
and distributions paid in shares, shall be subject to the same restrictions and
conditions as the shares of Restricted Stock with respect to which they were
paid.
 
     (f) Other Awards Settled with Restricted Stock.  The Committee may, at the
time any Award described in this Section 6 is granted, provide that any or all
the Stock delivered pursuant to the Award will be Restricted Stock.
 
     (g) Unrestricted Stock.  Subject to the terms and provisions of the Plan,
the Committee may grant shares of Stock free of restrictions under the Plan in
such amounts and upon such terms and conditions as the Committee shall
determine.
 
     (h) Notice of Section 83(b) Election.  Any Participant making an election
under Section 83(b) of the Code with respect to Restricted Stock must provide a
copy thereof to the Company within 10 days of filing such election with the
Internal Revenue Service.
 
     6.4. Deferred Stock.
 
     A Deferred Stock Award entitles the recipient to receive shares of Stock to
be delivered in the future. Delivery of the Stock will take place at such time
or times, and on such conditions, as the Committee may specify. The Committee
may at any time accelerate the time at which delivery of all or any part of the
Stock will take place. At the time any Award described in this Section 6.4 is
granted, the Committee may provide that, at the time Stock would otherwise be
delivered pursuant to the Award, the Participant will instead receive an
instrument evidencing the Participant's right to future delivery of Deferred
Stock.
 
     6.5. Performance Awards; Performance Goals.
 
     (a) Nature of Performance Awards.  A Performance Award entitles the
recipient to receive, without payment, an amount in cash or Stock or a
combination thereof (such form to be determined by the Committee) following the
attainment of Performance Goals (as hereinafter defined). Performance Goals may
be related to personal performance, corporate performance, departmental
performance or any other category of performance established by the Committee.
The Committee will determine the Performance Goals, the period or periods during
which performance is to be measured and all other terms and conditions
applicable to the Award.
 
     (b) Other Awards Subject to Performance Condition.  The Committee may, at
the time any Award described in this Section 6.5 is granted, impose the
condition (in addition to any conditions specified or authorized in this Section
6 or any other provision of the Plan) that Performance Goals be met prior to the
Participant's realization of any payment or benefit under the Award. Any such
Award made subject to the achievement of Performance Goals (other than an Option
or SAR) shall be treated as a Performance Award for purposes of Section 6.5(c)
below.
 
 
     (c) Limitations and Special Rules.  In the case of any Performance Award
intended to qualify for the performance-based remuneration exception described
in Section 162(m)(4)(C) of the Code and the regulations thereunder (an "Exempt
Award"), the Committee shall in writing preestablish specific Performance Goals.
A Performance Goal must be established prior to passage of 25% of the period of
time over which attainment of such goal is to be measured. "Performance Goal"
means criteria based upon any one or more of the following (on a consolidated,
divisional, subsidiary, line of business or geographical basis or in
combinations thereof): (i) sales; revenues; assets; expenses; earnings before or
after deduction for all or any portion of interest, taxes, depreciation or
amortization, whether or not on a continuing operations or an aggregate or per
share basis; return on equity, investment, capital or assets; inventory level or
turns; one or more operating ratios; borrowing levels, leverage ratios or credit
rating; market share; capital expenditures; cash flow; stock price; stockholder
return; or any combination of the foregoing; or (ii) acquisitions and
divestitures (in whole or in part); joint ventures and strategic alliances;
spin-offs, split-ups and the like; reorganizations; recapitalizations,
restructurings, financings (issuance of debt or equity) and refinancings;
transactions that would constitute a Change of Control; or any combination of
the foregoing. A Performance Goal and targets with respect thereto determined by
the Committee need not be based upon an increase, a positive or improved result
or avoidance of loss. The maximum Exempt Award payable to any Participant in
respect of any such Performance Goal for any year shall not exceed $2,500,000.
Payment of Exempt Awards based upon a Performance Goal for calendar years 2006
and thereafter is conditioned upon reapproval by Company's shareholders no later
than Employer's first meeting of shareholders in 2005.
 
 
     6.6. LOANS AND SUPPLEMENTAL GRANTS.
 
     (a) Loans.  The Company may make a loan to a Participant ("Loan"), either
on the date of or after the grant of any Award to the Participant. A Loan may be
made either in connection with the purchase of Stock under the Award or with the
payment of any Federal, state and local income tax with respect to income
recognized as a result of the Award. The Committee will have full authority to
decide whether to make a Loan and to determine the amount, terms and conditions
of the Loan, including the interest rate (which may be zero), whether the Loan
is to be secured or unsecured or with or without recourse against the borrower,
the terms on which the Loan is to be repaid and the conditions, if any, under
which it may be forgiven. However, no Loan may have a term (including
extensions) exceeding ten years in duration.
 
     (b) Supplemental Grants.  In connection with any Award, the Committee may
at the time such Award is made or at a later date, provide for and grant a cash
award to the Participant ("Supplemental Grant") not to exceed an amount equal to
(1) the amount of any federal, state and local income tax on ordinary income for
which the Participant may be liable with respect to the Award, determined by
assuming taxation at the highest marginal rate, plus (2) an additional amount on
a grossed-up basis intended to make the Participant whole on an after-tax basis
after discharging all the Participant's income tax liabilities arising from all
payments under this Section 6. Any payments under this subsection (b) will be
made at the time the Participant incurs Federal income tax liability with
respect to the Award.
 
7. EVENTS AFFECTING OUTSTANDING AWARDS
 
     7.1. Termination of Service.
 
     If a Participant who is an Employee ceases to be an Employee, or if there
is a termination of the consulting, service or similar relationship in respect
of which a non-Employee Participant was granted an Award hereunder (such
termination of the employment or other relationship to be referred to as a
"Termination of Service"), except as otherwise provided by the Committee with
respect to an Award, the following will apply:
 
     (a) Options and SARs.
 
          (1) All Options and SARs held by the Participant immediately prior to
     the Termination of Service may be exercised as follows:
 
             (i) If the Termination of Service is on account of the
        Participant's death, such Awards may be fully exercised without regard
        to vesting requirements by the Participant's executor, administrator or
        personal representative or the person or persons to whom the Option or
        Right is transferred by will or the applicable laws of descent and
        distribution, at any time within the one year period ending with the
        first anniversary of the Participant's death, and shall thereupon
        terminate.
 
             (ii) If Termination of Service is on account of retirement due to
        disability, as determined by the Company's Employee Policy Manual, such
        Award may be immediately fully exercised in accordance with the original
        terms of the Award, except there shall be no vesting requirements.
 
             (iii) If the Termination of Service is on account of the
        Participant's retirement as determined by the Company's Employee Policy
        Manual other than as the result of disability, as described above, such
        Awards may be exercised by the Participant at any time in accordance
        with the original terms of the Award.
 
             (iv) If the Termination of Service is for any other reason, such
        Awards may be exercised, to the extent exercisable, by the Participant
        at any time within the three-month period following the Termination, and
        shall thereupon terminate, unless the Award provides by its terms for
        immediate termination of the Award in the event of such a Termination of
        Service or unless the Termination of Service results from a discharge
        for cause that, in the opinion of the Committee, casts such discredit on
        the Participant as to justify immediate termination of the Award.
 
          (2) In no event, however, shall an Option or SAR remain exercisable
     beyond the latest date on which it could have been exercised without regard
     to this Section 7.
 
          (3) Options and SARs held by a Participant immediately prior to the
     Termination of Service that are not then exercisable shall terminate upon
     the Termination of Service.
 
     (b) Restricted Stock.  Restricted Stock held by the Participant must be
transferred to the Company (and, in the event the certificates representing such
Restricted Stock are held by the Company, such Restricted Stock will be so
transferred without any further action by the Participant) in accordance with
Section 6.3(c).
 
     (c) Deferred Stock and Performance Awards.  Any payment or benefit under a
Deferred Stock Award, Performance Award or Supplemental Grant to which the
Participant was not irrevocably entitled prior to the Termination of Service
will be forfeited and the Award canceled upon the Termination of Service.
 
     (d) Special Circumstances.  In the case of a Participant who is an
Employee, a Termination of Service shall not be deemed to have resulted by
reason of (i) a sick leave or other bona fide leave of absence approved in
accordance with the Company's Employee Policy Manual, or (ii) a transfer of
employment between the Company and a subsidiary or between subsidiaries, or to
the employment of a corporation (or a parent or subsidiary corporation of such
corporation) issuing or assuming an option in a transaction to which Section
424(a) of the Code applies.
 
     7.2. Change of Control Provisions.
 
     (a) Effect of Change of Control.  Notwithstanding any other provision of
the Plan to the contrary, except as otherwise explicitly provided by the
Committee in writing with respect to a particular Award at the time the Award is
granted, in the event of a Change of Control:
 
          (1) Acceleration of Awards.  As of the date on which such Change of
     Control is determined to have occurred, (i) Options and SARs that are
     outstanding and that are not then exercisable shall become exercisable to
     the full extent of the original grants; (ii) shares of Restricted Stock
     that are not otherwise vested shall vest (and any Stock to be delivered
     under any other Award as Restricted Stock shall upon delivery be
     unrestricted); (iii) holders of Performance Awards granted hereunder as to
     which the relevant performance period has not ended shall be entitled at
     the time of the Change of Control to receive a cash payment per Performance
     Award equal to the full value of the cash component of such Award (if any)
     plus the fair market value of any Stock included in such Award; (iv) any
     Deferred Stock that has been awarded but not delivered shall be delivered
     immediately; (v) any Supplemental Grant that has been awarded but not paid
     shall be paid immediately; and (vi) any Loan containing a provision for
     forgiveness shall be forgiven immediately, and any other Loan may, at the
     discretion of the Committee, be forgiven regardless of the original
     conditions of the Loan.
 
          (2) Termination of Awards in Certain Transactions.  If, as part of, or
     in connection with, the Change of Control, there occurs a merger or
     consolidation in which the Company is not the surviving corporation or
     which results in the acquisition of substantially all the Company's
     outstanding stock by a person, entity or group of persons and/or entities
     acting in concert or there is a dissolution or liquidation of the Company,
     Awards payable in Stock that are not cashed out or otherwise disposed of in
     or prior to the transaction will terminate.
 
          (3) Restriction on Termination of Awards Due to Termination of
     Employment.  Awards that remain outstanding after a Change of Control shall
     not be terminated as a result of a Termination of Service, other than by
     reason of death, and shall continue to be exercisable in accordance with
     their original terms.
 
          (4) Restriction on Amendment.  In connection with or following a
     Change of Control, neither the Committee nor the Board may impose
     additional conditions upon exercise or otherwise amend or restrict an
     Award, or amend the terms of the Plan in any manner adverse to the holder
     thereof, without the written consent of such holder.
 
     Notwithstanding the foregoing, if any right granted pursuant to this
Section 7.2 would make a Change of Control transaction ineligible for pooling of
interests accounting under applicable accounting principles that but for this
Section 7.2 would otherwise be eligible for such accounting treatment, the
Committee shall have the authority to substitute stock for the cash which would
otherwise be payable pursuant to this Section 7.2 having a fair market value
equal to such cash.
 
     (b) Definition of Change of Control.  A "Change of Control" shall be deemed
to have occurred if and when:
 
          (1) The Company ceases to be a publicly owned corporation having at
     least 500 stockholders; or
 
          (2) There occurs any event or series of events that would be required
     to be reported as a change of control in response to Item 1(a) on a Form
     8-K filed by the Company under the 1934 Act or in any other filing by the
     Company with the Securities and Exchange Commission unless the person
     ("Person"), as that term is defined or used in Section 13(d) or 14(d)(2) of
     the 1934 Act, acquiring control is an affiliate of the Company as of the
     date the Plan is approved by stockholders of the Company; or
 
          (3) The Company executes an agreement of acquisition, merger, or
     consolidation which contemplates that after the effective date provided for
     in the agreement all or substantially all of the business and/or assets of
     the Company will be controlled by another Person; provided, however, for
     purposes of this subparagraph (3) that (i) if such an agreement requires as
     a condition precedent approval by the Company's shareholders of the
     agreement or transaction, a Change of Control shall not be deemed to have
     taken place unless and until such approval is secured and, (ii) if the
     voting shareholders of such other Person shall, immediately after such
     effective date, be substantially the same as the voting shareholders of the
     Company immediately prior to such effective date, the execution of such
     agreement shall not, by itself, constitute a "Change of Control"; or
 
          (4) Any Person (other than the Company, a majority-owned subsidiary of
     the Company, an employee benefit plan maintained by the Company or a
     majority-owned subsidiary of the Company) becomes the beneficial owner,
     directly or indirectly (either as a result of the acquisition of securities
     or as the result of an arrangement or understanding, including the holding
     of proxies, with or among security holders), of securities of the Company
     representing more than 25% of the votes that could then be cast in an
     election for members of the Board unless within 15 days of being advised
     that such ownership level has been reached, the Company's board of
     directors adopts a resolution approving the acquisition of that level of
     securities ownership by such Person; or
 
          (5) During any period of 24 consecutive months, commencing after the
     date this Plan is approved by stockholders of the Company, individuals who
     at the beginning of such 24-month period were directors of the Company
     shall cease to constitute at least a majority of the Board, unless the
     election of each director who was not a director at the beginning of such
     period has been approved in advance by directors representing at least two
     thirds of (i) the directors then in office who were directors at the
     beginning of the 24-month period, or (ii) the directors specified in clause
     (i) plus directors whose election has been so approved by directors
     specified in clause (i).
 
8. GENERAL PROVISIONS
 
     8.1. Documentation of Awards.
 
     Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Committee from time to time. Such instruments may be in the
form of agreements to be executed by both the Participant and the Company, or
certificates, letters or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms
thereof.
 
     8.2. Rights as a Stockholder, Dividend Equivalents.
 
     Except as specifically provided by the Plan, the receipt of an Award will
not give a Participant rights as a stockholder; the Participant will obtain such
rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, only upon the issuance of Stock. However, the Committee
may, on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of cash dividends that would have been payable on any
or all Stock subject to the Participant's Award had such Stock been outstanding.
Without limitation, the Committee may provide for payment to the Participant of
amounts representing such dividends, either currently or in the future, or for
the investment of such amounts on behalf of the Participant.
 
     8.3. Conditions on Delivery of Stock.
 
     The Company will not be obligated to deliver any shares of Stock pursuant
to the Plan or to remove restriction from shares previously delivered under the
Plan (a) until all conditions of the Award have been satisfied or removed, (b)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulation have been complied with, (c) if the outstanding Stock is at
the time listed on any stock exchange or The NASDAQ National Market, until the
shares to be delivered have been listed or authorized to be listed on such
exchange or market and the Company has received official notice of the listing
of such shares, and (d) until all other legal matters in connection with the
issuance and delivery of such shares have been approved by the Company's
counsel. If a sale of Stock which is required to be registered under the
Securities Act of 1933, as amended, has not been so registered, the Company may
require, as a condition to exercise of the Award, such representations or
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.
 
     If an Award is exercised by the Participant's legal representative, the
Company will be under no obligation to deliver Stock pursuant to such exercise
until the Company is satisfied as to the authority of such representative.
 
     8.4. Tax Withholding.
 
     The Company will withhold from any cash payment made pursuant to an Award
an amount sufficient to satisfy all federal, state and local withholding tax
requirements (the "withholding requirements").
 
     In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy the
withholding requirements, or make other arrangements satisfactory to the
Committee with regard to such requirements, prior to the delivery of any Stock
or removal of restrictions thereon. If and to the extent that such withholding
is required, the Committee may permit the Participant or such other person to
elect at such time and in such manner as the Committee provides to have the
Company hold back from the shares to be delivered, or to deliver to the Company,
Stock having a value calculated to satisfy the withholding requirement. The
Committee may make such share withholding mandatory with respect to any Award at
the time such Award is made to a Participant.
 
     If at the time an ISO is exercised the Committee determines that the
Company could be liable for withholding requirements with respect to the
exercise or with respect to a disposition of the Stock received upon exercise,
the Committee may require as a condition of exercise that the person exercising
the ISO agree (a) to provide for withholding under the preceding paragraph of
this Section 8.4, if the Committee determines that a withholding responsibility
may arise in connection with such exercise, (b) to inform the Company promptly
of any disposition (within the meaning of section 424(c) of the Code) of Stock
received upon exercise, and (c) to give such security as the Committee deems
adequate to meet the potential liability of the Company for the withholding
requirements and to augment such security from time to time in any amount
reasonably deemed necessary by the Committee to preserve the adequacy of such
security.
 
     8.5. Transferability of Awards.
 
     Unless otherwise permitted by the Committee, no Award (other than an Award
in the form of an outright transfer of cash or Unrestricted Stock) may be
transferred other than by will or by the laws of descent and distribution.
 
     8.6. Adjustments in the Event of Certain Transactions.
 
          (a) In the event of a stock dividend, stock split or combination of
     shares, recapitalization or other change in the Company's capitalization,
     or other distribution to holders of Stock other than normal cash dividends,
     after the effective date of the Plan, the Committee will make any
     appropriate adjustments to the maximum number of shares that may be
     delivered under the Plan under the first paragraph of Section 4 above and
     to the limits described in the second paragraph of Section 4 and in Section
     6.5(c).
 
         (b) In any event referred to in paragraph (a), the Committee will also
     make any appropriate adjustments to the number and kind of shares of Stock
     or securities subject to Awards then outstanding or subsequently granted,
     any exercise prices relating to Awards and any other provision of Awards
     affected by such change. The Committee may also make such adjustments to
     take into account material changes in law or in accounting practices or
     principles, mergers, consolidations, acquisitions, dispositions or similar
     corporate transactions, or any other event, if it is determined by the
     Committee that adjustments are appropriate to avoid distortion in the
     operation of the Plan; provided, that adjustments pursuant to this sentence
     shall not be made to the extent it would cause any Award intended to be
     exempt under Section 162(m)(4)(c) of the Code to fail to be so exempt.
 
          (c) In the case of ISOs, the adjustments described in (a) and (b) will
     be made only to the extent consistent with continued qualification of the
     Option under Section 422 of the Code (in the case of an ISO) or Section
     162(m) of the Code.
 
     8.7. Employment Rights, Etc.
 
     Neither the adoption of the Plan nor the grant of Awards will confer upon
any person any right to continued retention by the Company or any subsidiary as
an Employee or otherwise, or affect in any way the right of the Company or
subsidiary to terminate an employment, service or similar relationship at any
time. Except as specifically provided by the Committee in any particular case,
the loss of existing or potential profit in Awards granted under the Plan will
not constitute an element of damages in the event of termination of an
employment, service or similar relationship even if the termination is in
violation of an obligation of the Company to the Participant.
 
     8.8. Deferral of Payments.
 
     The Committee may agree at any time, upon request of the Participant, to
defer the date on which any payment under an Award will be made.
 
     8.9. Past Services as Consideration.
 
     Where a Participant purchases Stock under an Award for a price equal to the
par value of the Stock, the Committee may determine that such price has been
satisfied by past services rendered by the Participant.
 
     9. Effect, Amendment and Termination
 
     Neither adoption of the Plan nor the grant of Awards to a Participant will
affect the Company's right to grant to such Participant awards that are not
subject to the Plan, to issue to such Participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued to
Employees.
 
     The Committee may at any time or times amend the Plan or any outstanding
Award for any purpose which may at the time be permitted by law, or may at any
time terminate the Plan as to any further grants of Awards, provided that
(except to the extent expressly required or permitted by the Plan) no such
amendment will, without the approval of the stockholders of the Company,
effectuate a change for which stockholder approval is required in order for the
Plan to continue to qualify for the award of ISOs under Section 422 of the Code
or for the award of performance-based compensation under Section 162(m) of the
Code.