CITADEL BROADCASTING CORPORATION
 
                        2002 STOCK OPTION AND AWARD PLAN
 
                            (As Adopted June 4, 2002)
 
 
         1.       PURPOSE.
 
                  The purpose of this Plan is to strengthen Citadel Broadcasting
Corporation, a Delaware corporation (the "Company") and its Subsidiaries, by
providing an incentive to its employees, officers, consultants and directors and
thereby encouraging them to devote their abilities and industry to the success
of the Company's business enterprise. It is intended that this purpose be
achieved by extending to employees (including future employees who have received
a formal written offer of employment), officers, consultants and directors of
the Company and its Subsidiaries an added long-term incentive for high levels of
performance and unusual efforts through the grant of Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Performance Units and
Performance Shares, Share Awards, Phantom Stock and Restricted Stock (as each
term is herein defined).
 
         2.       DEFINITIONS.
 
                  For purposes of the Plan:
 
                  2.1 "Affiliate" means any entity, directly or indirectly,
controlled by, controlling or under common control with the Company or any
corporation or other entity acquiring, directly or indirectly, all or
substantially all the assets and business of the Company, whether by operation
of law or otherwise.
 
                  2.2 "Agreement" means the written agreement between the
Company and an Optionee or Grantee evidencing the grant of an Option or Award
and setting forth the terms and conditions thereof.
 
                  2.3 "Award" means a grant of Restricted Stock, Phantom Stock,
a Stock Appreciation Right, a Performance Award, a Share Award or any or all of
them.
 
                  2.4      "Board" means the Board of Directors of the Company.
 
                  2.5      "Cause" means:
 
                           (a) in the case of an Optionee or Grantee whose
employment with the Company or a Subsidiary is subject to the terms of an
employment agreement between such Optionee or Grantee and the Company or
Subsidiary, which employment agreement includes a definition of "Cause," the
term "Cause" as used in this Plan or any Agreement shall have the meaning set
forth in such employment agreement during the period that such employment
agreement remains in effect; and
 
 
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                           (b) in all other cases, (i) intentional failure to
perform reasonably assigned duties, (ii) dishonesty or willful misconduct in the
performance of duties, (iii) involvement in a transaction in connection with the
performance of duties to the Company or any of its Subsidiaries which
transaction is adverse to the interests of the Company or any of its
Subsidiaries and which is engaged in for personal profit or (iv) willful
violation of any law, rule or regulation in connection with the performance of
duties (other than traffic violations or similar offenses); PROVIDED, HOWEVER,
that following a Change in Control clause (i) of this Section 2.5(b) shall not
constitute "Cause."
 
                  2.6 "Change in Capitalization" means any increase or reduction
in the number of Shares, or any change (including, but not limited to, in the
case of a spin-off, dividend or other distribution in respect of Shares, a
change in value) in the Shares or exchange of Shares for a different number or
kind of shares or other securities of the Company or another corporation, by
reason of a reclassification, recapitalization, merger, consolidation,
reorganization, spin-off, split-up, issuance of warrants or rights or
debentures, stock dividend, stock split or reverse stock split, cash dividend,
property dividend, combination or exchange of shares, repurchase of shares,
change in corporate structure or otherwise.
 
                  2.7 A "Change in Control" shall mean the occurrence of any of
the following:
 
                           (a) An acquisition (other than directly from the
Company) of any voting securities of the Company (the "Voting Securities") by
any "Person" (as the term "person" is used for purposes of Section 13(d) or
14(d) of the Exchange Act), other than any of the Forstmann Little Partnerships
or any of their Affiliates, immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of more than fifty percent (50%) of the then-outstanding Shares or the combined
voting power of the Company's then-outstanding Voting Securities; PROVIDED,
HOWEVER, that in determining whether a Change in Control has occurred pursuant
to this Section 2.7(a), the acquisition of Shares or Voting Securities in a
"Non-Control Acquisition" (as hereinafter defined) shall not constitute a Change
in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an
employee benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any corporation or other Person the majority of the voting power,
voting equity securities or equity interest of which is owned, directly or
indirectly, by the Company (for purposes of this definition, a "Related
Entity"), (ii) the Company or any Related Entity, or (iii) any Person in
connection with a "Non-Control Transaction" (as hereinafter defined);
 
                           (b) The individuals who, as of immediately following
the completion of the Initial Public Offering, are members of the Board (the
"Incumbent Board"), cease for any reason to constitute at least a majority of
the members of the Board
 
 
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or, following a Merger (as hereinafter defined), the board of directors of (x)
the corporation resulting from such Merger (the "Surviving Corporation"), if
fifty percent (50%) or more of the combined voting power of the then-outstanding
voting securities of the Surviving Corporation is not Beneficially Owned,
directly or indirectly, by another Person (a "Parent Corporation") or (y) if
there is one or more than one Parent Corporation, the ultimate Parent
Corporation; PROVIDED, HOWEVER, that, if the election, or nomination for
election by the Company's common stockholders, of any new director was approved
by a vote of at least two-thirds of the Incumbent Board, such new director
shall, for purposes of the Plan, be considered a member of the Incumbent Board;
and PROVIDED, FURTHER, HOWEVER, that no individual shall be considered a member
of the Incumbent Board if such individual initially assumed office as a result
of an actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy Contest"), including by reason of any
agreement intended to avoid or settle any Proxy Contest; or
 
                           (c)      The consummation of:
 
                                    (i) A merger, consolidation or
reorganization (1) with or into the Company or a direct or indirect subsidiary
of the Company or (2) in which securities of the Company are issued (a
"Merger"), unless such Merger is a "Non-Control Transaction." A "Non-Control
Transaction" shall mean a Merger in which:
 
                                            (A) the stockholders of the Company
immediately before such Merger own directly or indirectly immediately following
such Merger at least fifty percent (50%) of the combined voting power of the
outstanding voting securities of (x) the Surviving Corporation, if there is no
Parent Corporation or (y) if there is one or more than one Parent Corporation,
the ultimate Parent Corporation; and
 
                                            (B) the individuals who were members
of the Incumbent Board immediately prior to the execution of the agreement
providing for such Merger constitute at least a majority of the members of the
board of directors of (x) the Surviving Corporation, if there is no Parent
Corporation, or (y) if there is one or more than one Parent Corporation, the
ultimate Parent Corporation;
 
                                    (ii) A complete liquidation or dissolution
of the Company; or
 
                                    (iii) The sale or other disposition of all
or substantially all of the assets of the Company and its Subsidiaries taken as
a whole to any Person (other than (x) a transfer to a Related Entity, (y) a
transfer under conditions that would constitute a Non-Control Transaction, with
the disposition of assets being regarded as a Merger for this purpose or (z) the
distribution to the Company's stockholders of the stock of a Related Entity or
any other assets).
 
 
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                  Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the then outstanding
Shares or Voting Securities as a result of the acquisition of Shares or Voting
Securities by the Company which, by reducing the number of Shares or Voting
Securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Persons; PROVIDED that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of Shares or Voting Securities by the Company and, after such share
acquisition by the Company, the Subject Person becomes the Beneficial Owner of
any additional Shares or Voting Securities and such Beneficial Ownership
increases the percentage of the then outstanding Shares or Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.
 
                  If an Eligible Individual's employment is terminated by the
Company without Cause prior to the date of a Change in Control, but the Eligible
Individual reasonably demonstrates that the termination (A) was at the request
of a third party that has indicated an intention or taken steps reasonably
calculated to effect a Change in Control or (B) otherwise arose in connection
with, or in anticipation of, a Change in Control that has been threatened or
proposed, such termination shall be deemed to have occurred after such Change in
Control for purposes of the Plan, so long as such Change in Control shall
actually have occurred.
 
                  2.8 "Code" means the Internal Revenue Code of 1986, as
amended.
 
                  2.9 "Committee" means a committee, as described in Section
3.1, appointed by the Board from time to time to administer the Plan and to
perform the functions set forth herein.
 
                  2.10 "Company" means Citadel Broadcasting Corporation, and any
successor thereto.
 
                  2.11 "Director" means a director of the Company.
 
                  2.12 "Disability" means:
 
                           (a) in the case of an Optionee or Grantee whose
employment with the Company or a Subsidiary is subject to the terms of an
employment agreement between such Optionee or Grantee and the Company or
Subsidiary, which employment agreement includes a definition of "Disability",
the term "Disability" as used in this Plan or any Agreement shall have the
meaning set forth in such employment agreement during the period that such
employment agreement remains in effect; or
 
 
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                           (b) the term "Disability" as used in the Company's
long-term disability plan, if any; or
 
                           (c) in all other cases, the term "Disability" as used
in this Plan or any Agreement shall mean a physical or mental infirmity which
impairs the Optionee's or Grantee's ability to perform substantially his or her
duties for a period of one hundred eighty (180) consecutive days.
 
                  2.13 "Division" means any of the operating units or divisions
of the Company designated as a Division by the Committee.
 
                  2.14 "Dividend Equivalent Right" means a right to receive all
or some portion of the cash dividends that are or would be payable with respect
to Shares.
 
                  2.15 "Eligible Director" means any individual who is a
Director as of the pricing of the Shares in an Initial Public Offering or who
has consented to become a Director immediately following the completion of an
Initial Public Offering and who is neither (1) an officer or employee of the
Company or any of its Subsidiaries nor (2) a general partner of any
partnership affiliated with the Forstmann Little Partnerships.
 
                  2.16 "Eligible Individual" means any of the following
individuals who is designated by the Committee as eligible to receive Options or
Awards subject to the conditions set forth herein: (a) any director, officer or
employee of the Company or a Subsidiary, (b) any individual to whom the Company
or a Subsidiary has extended a formal, written offer of employment, or (c) any
consultant or advisor of the Company or a Subsidiary.
 
                  2.17 "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
 
                  2.18 "Fair Market Value" on any date means (a) the closing
price in the primary trading session for a Share on such date on the stock
exchange, if any, on which Shares are primarily traded (or if no Shares were
traded on such date, then on the most recent previous date on which any Shares
were so traded), (b) if clause (a) is not applicable, the closing price of the
Shares on such date on The Nasdaq Stock Market at the close of the primary
trading session (or if no Shares were traded on such date, then on the most
recent previous date on which any Shares were so traded) or (c) if neither
clause (a) nor clause (b) is applicable, the value of a Share for such date as
established by the Committee, using any reasonable method of valuation.
 
                  2.19 "Forstmann Little Partnerships" shall mean Forstmann
Little & Co. Equity Partnership-VI, L.P.; Forstmann Little & Co. Equity
Partnership-VII, L.P.; Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-
 
 
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VII, L.P.; and Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership-VIII, L.P.
 
                  2.20 "Grantee" means a person to whom an Award has been
granted under the Plan.
 
                  2.21 "Incentive Stock Option" means an Option satisfying the
requirements of Section 422 of the Code and designated by the Committee as an
Incentive Stock Option.
 
                  2.22 "Initial Public Offering" means the consummation of the
first public offering of Shares pursuant to a registration statement (other than
a Form S-8 or successor forms) filed with, and declared effective by, the
Securities and Exchange Commission.
 
                  2.23 "Nonemployee Director" means a director of the Company
who is a "nonemployee director" within the meaning of Rule 16b-3 promulgated
under the Exchange Act.
 
                  2.24 "Nonqualified Stock Option" means an Option which is not
an Incentive Stock Option.
 
                  2.25 "Option" means a Nonqualified Stock Option, an Incentive
Stock Option, or either or both of them.
 
                  2.26 "Optionee" means a person to whom an Option has been
granted under the Plan.
 
                  2.27 "Outside Director" means a director of the Company who is
an "outside director" within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder.
 
                  2.28 "Parent" means any corporation which is a parent
corporation within the meaning of Section 424(e) of the Code with respect to the
Company.
 
                  2.29 "Performance Awards" means Performance Units, Performance
Shares or either or both of them.
 
                  2.30 "Performance-Based Compensation" means any Option or
Award that is intended to constitute "performance based compensation" within the
meaning of Section 162(m)(4)(C) of the Code and the regulations promulgated
thereunder.
 
                  2.31 "Performance Cycle" means the time period specified by
the Committee at the time Performance Awards are granted during which the
performance of the Company, a Subsidiary or a Division will be measured.
 
 
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                  2.32 "Performance Objectives" has the meaning set forth in
Section 8.
 
                  2.33 "Performance Shares" means Shares issued or transferred
to an Eligible Individual under Section 8.
 
                  2.34 "Performance Units" means Performance Units granted to an
Eligible Individual under Section 8.
 
                  2.35 "Phantom Stock" means a right granted to an Eligible
Individual under Section 9 representing a number of hypothetical Shares.
 
                  2.36 "Plan" means this Citadel Broadcasting Corporation 2002
Stock Option and Award Plan, as amended and restated from time to time.
 
                  2.37 "Restricted Stock" means Shares issued or transferred to
an Eligible Individual pursuant to Section 7.
 
                  2.38 "Share Award" means an Award of Shares granted pursuant
to Section 9.
 
                  2.39 "Shares" means the Class A common stock, par value $.01
per share, of the Company, and any other securities into which such shares are
changed or for which such shares are exchanged.
 
                  2.40 "Stock Appreciation Right" means a right to receive all
or some portion of the increase in the value of the Shares as provided in
Section 6 hereof.
 
                  2.41 "Subsidiary" means (a) except as provided in subsection
(b) below, any corporation which is a subsidiary corporation within the meaning
of Section 424(f) of the Code with respect to the Company, and (b) in relation
to the eligibility to receive Options or Awards other than Incentive Stock
Options and continued employment for purposes of Options and Awards (unless the
Committee determines otherwise), any entity, whether or not incorporated, in
which the Company directly or indirectly owns 50% or more of the outstanding
equity or other ownership interests.
 
                  2.42 "Successor Corporation" means a corporation, or a Parent
or Subsidiary thereof within the meaning of Section 424(a) of the Code, which
issues or assumes a stock option in a transaction to which Section 424(a) of the
Code applies.
 
                  2.43 "Ten-Percent Stockholder" means an Eligible Individual,
who, at the time an Incentive Stock Option is to be granted to him or her, owns
(within the meaning of Section 422(b)(6) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company, or of a Parent or a Subsidiary.
 
 
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                  2.44 "Transition Period" means the period beginning with the
Initial Public Offering and ending as of the earlier of (i) the date of the
first annual meeting of shareholders of the Company at which directors are to be
elected that occurs after the close of the third calendar year following the
calendar year in which the Initial Public Offering occurs, or (ii) the
expiration of the "reliance period" under Treasury Regulation ss.
1.162-27(f)(2).
 
         3.       ADMINISTRATION.
 
                  3.1 The Plan shall be administered by the Committee, which
shall hold meetings at such times as may be necessary for the proper
administration of the Plan. The Committee shall keep minutes of its meetings. If
the Committee consists of more than one (1) member, a quorum shall consist of
not fewer than two (2) members of the Committee and a majority of a quorum may
authorize any action. Any decision or determination reduced to writing and
signed by a majority of all of the members of the Committee shall be as fully
effective as if made by a majority vote at a meeting duly called and held. The
Committee shall consist of at least one (1) Director and may consist of the
entire Board; PROVIDED, HOWEVER, that from and after the date of an Initial
Public Offering, (A) if the Committee consists of less than the entire Board,
then with respect to any Option or Award to an Eligible Individual who is
subject to Section 16 of the Exchange Act, the Committee shall consist of at
least two (2) Directors each of whom shall be a Nonemployee Director and (B) to
the extent necessary for any Option or Award intended to qualify as
Performance-Based Compensation to so qualify, the Committee shall consist of at
least two (2) Directors, each of whom shall be an Outside Director. For purposes
of the preceding sentence, if one or more members of the Committee is not a
Nonemployee Director and an Outside Director but recuses himself or herself or
abstains from voting with respect to a particular action taken by the Committee,
then the Committee, with respect to that action, shall be deemed to consist only
of the members of the Committee who have not recused themselves or abstained
from voting. Subject to applicable law and Section 3.4 of the Plan, the
Committee may delegate its authority under the Plan to any other person or
persons.
 
                  3.2 No member of the Committee shall be liable for any action,
failure to act, determination or interpretation made in good faith with respect
to this Plan or any transaction hereunder. The Company hereby agrees to
indemnify each member of the Committee for all costs and expenses and, to the
extent permitted by applicable law, any liability incurred in connection with
defending against, responding to, negotiating for the settlement of or otherwise
dealing with any claim, cause of action or dispute of any kind arising in
connection with any actions in administering this Plan or in authorizing or
denying authorization to any transaction hereunder.
 
                  3.3 Subject to the express terms and conditions set forth
herein, the Committee shall have the power from time to time to:
 
 
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                           (a) determine those Eligible Individuals to whom
Options shall be granted under the Plan and the number of such Options to be
granted and to prescribe the terms and conditions (which need not be identical)
of each such Option, including the exercise price per Share, the vesting
schedule and the duration of each Option, and make any amendment or modification
to any Option Agreement consistent with the terms of the Plan;
 
                           (b) select those Eligible Individuals to whom Awards
shall be granted under the Plan and to determine the number of Shares in respect
of which each Award is granted, the terms and conditions (which need not be
identical) of each such Award, and make any amendment or modification to any
Award Agreement consistent with the terms of the Plan;
 
                           (c) to construe and interpret the Plan and the
Options and Awards granted hereunder and to establish, amend and revoke rules
and regulations for the administration of the Plan, including, but not limited
to, correcting any defect or supplying any omission, or reconciling any
inconsistency in the Plan or in any Agreement, in the manner and to the extent
it shall deem necessary or advisable, including so that the Plan and the
operation of the Plan complies with Rule 16b-3 under the Exchange Act, the Code
to the extent applicable and other applicable law, and otherwise to make the
Plan fully effective. All decisions and determinations by the Committee in the
exercise of this power shall be final, binding and conclusive upon the Company,
its Subsidiaries, the Optionees and Grantees, and all other persons having any
interest therein;
 
                           (d) to determine the duration and purposes for leaves
of absence which may be granted to an Optionee or Grantee on an individual basis
without constituting a termination of employment or service for purposes of the
Plan;
 
                           (e) to exercise its discretion with respect to the
powers and rights granted to it as set forth in the Plan; and
 
                           (f) generally, to exercise such powers and to perform
such acts as are deemed necessary or advisable to promote the best interests of
the Company with respect to the Plan.
 
                  3.4 The Board may delegate to one or more officers of the
Company the authority (a) to designate the officers and employees who shall be
Eligible Individuals and (b) to determine the Options or Awards to be granted to
any such Eligible Individuals; PROVIDED HOWEVER, that no officer of the Company
shall have the authority to grant Options or Awards to himself or herself. Any
such delegation shall be made by resolution of the Board, and such resolution
shall set forth the total number of Options and Awards subject to such
delegation.
 
 
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         4.       STOCK SUBJECT TO THE PLAN; GRANT LIMITATIONS.
 
                  4.1 The maximum number of Shares that may be made the subject
of Options and Awards granted under the Plan is five million (5,000,000). The
Company shall reserve, for the purposes of the Plan, such number of Shares out
of its authorized but unissued Shares or out of Shares held in the Company's
treasury, or partly out of each.
 
                  4.2 Upon the granting of an Option or an Award, the number of
Shares available under Section 4.1 for the granting of further Options and
Awards shall be reduced as follows:
 
                           (a) In connection with the granting of an Option or
an Award (other than the granting of a Performance Unit denominated in dollars),
the number of Shares shall be reduced by the number of Shares in respect of
which the Option or Award is granted or denominated; PROVIDED, HOWEVER, that if
any Option is exercised by tendering Shares, either actually or by attestation,
to the Company as full or partial payment of the exercise price, the maximum
number of Shares available under Section 4.1 shall be increased by the number of
Shares so tendered.
 
                           (b) In connection with the granting of a Performance
Unit denominated in dollars, the number of Shares shall be reduced by an amount
equal to the quotient of (i) the dollar amount in which the Performance Unit is
denominated, divided by (ii) the Fair Market Value of a Share on the date the
Performance Unit is granted.
 
                  4.3 Whenever any outstanding Option or Award or portion
thereof, expires, is canceled, is settled in cash (including the settlement of
tax withholding obligations using Shares) or is otherwise terminated for any
reason without having been exercised or payment having been made in respect of
the entire Option or Award, the Shares allocable to the expired, canceled,
settled or otherwise terminated portion of the Option or Award may again be the
subject of Options or Awards granted hereunder.
 
                  4.4 In no event may more than fifty thousand (50,000) Shares
be issued upon the exercise of Incentive Stock Options granted under the Plan.
 
         5.       OPTION GRANTS FOR ELIGIBLE INDIVIDUALS.
 
                  5.1 AUTHORITY OF COMMITTEE. Subject to the provisions of the
Plan, the Committee shall have full and final authority to select those Eligible
Individuals who will receive Options, and the terms and conditions of the grant
to such Eligible Individuals shall be set forth in an Agreement. Incentive Stock
Options may be granted only to Eligible Individuals who are employees of the
Company or any Subsidiary.
 
                  5.2 EXERCISE PRICE. The purchase price or the manner in which
the exercise price is to be determined for Shares under each Option shall be
determined by
 
 
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the Committee and set forth in the Agreement; PROVIDED, HOWEVER, that the
exercise price per Share under each Incentive Stock Option shall not be less
than 100% of the Fair Market Value of a Share on the date the Option is granted
(110% in the case of an Incentive Stock Option granted to a Ten-Percent
Stockholder).
 
                  5.3 MAXIMUM DURATION. Options granted hereunder shall be for
such term as the Committee shall determine, provided that an Incentive Stock
Option shall not be exercisable after the expiration of ten (10) years from the
date it is granted (five (5) years in the case of an Incentive Stock Option
granted to a Ten-Percent Stockholder) and a Nonqualified Stock Option shall not
be exercisable after the expiration of ten (10) years from the date it is
granted; PROVIDED, HOWEVER, that unless the Committee provides otherwise, an
Option (other than an Incentive Stock Option) may, upon the death of the
Optionee prior to the expiration of the Option, be exercised for up to one (1)
year following the date of the Optionee's death even if such period extends
beyond ten (10) years from the date the Option is granted. The Committee may,
subsequent to the granting of any Option, extend the term thereof, but in no
event shall the term as so extended exceed the maximum term provided for in the
preceding sentence.
 
                  5.4 VESTING. Each Option shall become exercisable in such
installments (which need not be equal) and at such times as may be designated by
the Committee and set forth in the Agreement. To the extent not exercised,
installments shall accumulate and be exercisable, in whole or in part, at any
time after becoming exercisable, but not later than the date the Option expires.
The Committee may accelerate the exercisability of any Option or portion thereof
at any time.
 
                  5.5 DEFERRED DELIVERY OF OPTION SHARES. The Committee may, in
its discretion permit Optionees to elect to defer the issuance of Shares upon
the exercise of one or more Nonqualified Stock Options granted pursuant to the
Plan. The terms and conditions of such deferral shall be determined at the time
of the grant of the Option or thereafter and shall be set forth in the Agreement
evidencing the Option.
 
                  5.6 LIMITATIONS ON INCENTIVE STOCK OPTIONS. To the extent that
the aggregate Fair Market Value (determined as of the date of the grant) of
Shares with respect to which Incentive Stock Options granted under the Plan and
"incentive stock options" (within the meaning of Section 422 of the Code)
granted under all other plans of the Company or its Subsidiaries (in either case
determined without regard to this Section 5.6) are exercisable by an Optionee
for the first time during any calendar year exceeds $100,000, such Incentive
Stock Options shall be treated as Nonqualified Stock Options. In applying the
limitation in the preceding sentence in the case of multiple Option grants,
Options which were intended to be Incentive Stock Options shall be treated as
Nonqualified Stock Options according to the order in which they were granted
such that the most recently granted Options are first treated as Nonqualified
Stock Options.
 
 
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                  5.7 NON-TRANSFERABILITY. No Option shall be transferable by
the Optionee otherwise than by will or by the laws of descent and distribution
or, in the case of an Option other than an Incentive Stock Option, pursuant to a
domestic relations order (within the meaning of Rule 16a-12 promulgated under
the Exchange Act), and an Option shall be exercisable during the lifetime of
such Optionee only by the Optionee or his or her guardian or legal
representative. Notwithstanding the foregoing, the Committee may set forth in
the Agreement evidencing an Option (other than an Incentive Stock Option) at the
time of grant or thereafter, that the Option may be transferred to members of
the Optionee's immediate family, to trusts solely for the benefit of such
immediate family members and to partnerships in which such family members and/or
trusts are the only partners, and for purposes of this Plan, a transferee of an
Option shall be deemed to be the Optionee. For this purpose, immediate family
means the Optionee's spouse, parents, children, stepchildren and grandchildren
and the spouses of such parents, children, stepchildren and grandchildren. The
terms of an Option shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the Optionee.
 
                  5.8 METHOD OF EXERCISE. The exercise of an Option shall be
made only by a written notice delivered in person or by mail to the Secretary of
the Company at the Company's principal executive office, specifying the number
of Shares to be exercised and, to the extent applicable, accompanied by payment
therefor and otherwise in accordance with the Agreement pursuant to which the
Option was granted; PROVIDED, HOWEVER, that Options may not be exercised by an
Optionee for twelve months following a hardship distribution to the Optionee, to
the extent such exercise is prohibited under Treasury Regulation Sections
1.401(k)-1(d)(2)(iv)(B)(4). The exercise price for any Shares purchased pursuant
to the exercise of an Option shall be paid in (a) cash or (b) if permitted by
the Committee in its discretion, through the transfer, either actually or by
attestation, to the Company of Shares that have been held by the Optionee for at
least six (6) months (or such lesser period as may be permitted by the
Committee) prior to the exercise of the Option, such transfer to be upon such
terms and conditions as determined by the Committee. In addition, Options may be
exercised through a registered broker-dealer pursuant to such cashless exercise
procedures which are, from time to time, deemed acceptable by the Committee. Any
Shares transferred to the Company as payment of the exercise price under an
Option shall be valued at their Fair Market Value on the day of exercise of such
Option. If requested by the Committee, the Optionee shall deliver the Agreement
evidencing the Option to the Secretary of the Company who shall endorse thereon
a notation of such exercise and return such Agreement to the Optionee. No
fractional Shares (or cash in lieu thereof) shall be issued upon exercise of an
Option and the number of Shares that may be purchased upon exercise shall be
rounded to the nearest number of whole Shares.
 
 
                                      -12-
<Page>
 
                  5.9 RIGHTS OF OPTIONEES. No Optionee shall be deemed for any
purpose to be the owner of any Shares subject to any Option unless and until (a)
the Option shall have been exercised pursuant to the terms thereof, (b) the
Company shall have issued and delivered Shares to the Optionee, and (c) the
Optionee's name shall have been entered as a stockholder of record on the books
of the Company. Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such Shares, subject to such terms and
conditions as may be set forth in the applicable Agreement.
 
         6.       STOCK APPRECIATION RIGHTS.
 
                  The Committee may in its discretion, either alone or in
connection with the grant of an Option, grant Stock Appreciation Rights in
accordance with the Plan, the terms and conditions of which shall be set forth
in an Agreement. If granted in connection with an Option, a Stock Appreciation
Right shall cover the same Shares covered by the Option (or such lesser number
of Shares as the Committee may determine) and shall, except as provided in this
Section 6, be subject to the same terms and conditions as the related Option.
 
                  6.1 TIME OF GRANT. A Stock Appreciation Right may be granted
(a) at any time if unrelated to an Option, or (b) if related to an Option,
either at the time of grant or at any time thereafter during the term of the
Option.
 
                  6.2 STOCK APPRECIATION RIGHT RELATED TO AN OPTION.
 
                           (a) EXERCISE. A Stock Appreciation Right granted in
connection with an Option shall be exercisable at such time or times and only to
the extent that the related Options are exercisable, and will not be
transferable except to the extent the related Option may be transferable. A
Stock Appreciation Right granted in connection with an Incentive Stock Option
shall be exercisable only if the Fair Market Value of a Share on the date of
exercise exceeds the exercise price specified in the related Incentive Stock
Option Agreement.
 
                           (b) AMOUNT PAYABLE. Upon the exercise of a Stock
Appreciation Right related to an Option, the Grantee shall be entitled to
receive an amount determined by multiplying (i) the excess of the Fair Market
Value of a Share on the date of exercise of such Stock Appreciation Right over
the per Share exercise price under the related Option, by (ii) the number of
Shares as to which such Stock Appreciation Right is being exercised.
Notwithstanding the foregoing, the Committee may limit in any manner the amount
payable with respect to any Stock Appreciation Right by including such a limit
in the Agreement evidencing the Stock Appreciation Right at the time it is
granted.
 
                           (c) TREATMENT OF RELATED OPTIONS AND STOCK
APPRECIATION RIGHTS UPON EXERCISE. Upon the exercise of a Stock Appreciation
Right granted in connection
 
 
                                      -13-
<Page>
 
with an Option, the Option shall be canceled to the extent of the number of
Shares as to which the Stock Appreciation Right is exercised, and upon the
exercise of an Option granted in connection with a Stock Appreciation Right, the
Stock Appreciation Right shall be canceled to the extent of the number of Shares
as to which the Option is exercised or surrendered.
 
                  6.3 STOCK APPRECIATION RIGHT UNRELATED TO AN OPTION. The
Committee may grant to Eligible Individuals Stock Appreciation Rights unrelated
to Options. Stock Appreciation Rights unrelated to Options shall contain such
terms and conditions as to exercisability, vesting and duration as the Committee
shall determine, but in no event shall they have a term of greater than ten (10)
years; PROVIDED, HOWEVER, that the Committee may provide that Stock Appreciation
right may, upon the death of the Grantee, be exercised for up to one (1) year
following the date of the Grantee's death even if such period extends beyond ten
(10) years from the date the Stock Appreciation Right is granted. Upon exercise
of a Stock Appreciation Right unrelated to an Option, the Grantee shall be
entitled to receive an amount determined by multiplying (a) the excess of the
Fair Market Value of a Share on the date of exercise of such Stock Appreciation
Right over the Fair Market Value of a Share on the date the Stock Appreciation
Right was granted, by (b) the number of Shares as to which the Stock
Appreciation Right is being exercised. Notwithstanding the foregoing, the
Committee may limit in any manner the amount payable with respect to any Stock
Appreciation Right by including such a limit in the Agreement evidencing the
Stock Appreciation Right at the time it is granted.
 
                  6.4 NON-TRANSFERABILITY. No Stock Appreciation Right shall be
transferable by the Grantee otherwise than by will or by the laws of descent and
distribution or pursuant to a domestic relations order (within the meaning of
Rule 16a-12 promulgated under the Exchange Act), and such Stock Appreciation
Right shall be exercisable during the lifetime of such Grantee only by the
Grantee or his or her guardian or legal representative. The terms of such Stock
Appreciation Right shall be final, binding and conclusive upon the
beneficiaries, executors, administrators, heirs and successors of the Grantee.
 
                  6.5 METHOD OF EXERCISE. Stock Appreciation Rights shall be
exercised by a Grantee only by a written notice delivered in person or by mail
to the Secretary of the Company at the Company's principal executive office,
specifying the number of Shares with respect to which the Stock Appreciation
Right is being exercised. If requested by the Committee, the Grantee shall
deliver the Agreement evidencing the Stock Appreciation Right being exercised
and the Agreement evidencing any related Option to the Secretary of the Company
who shall endorse thereon a notation of such exercise and return such Agreement
to the Grantee.
 
                  6.6 FORM OF PAYMENT. Payment of the amount determined under
Sections 6.2(b) or 6.3 may be made in the discretion of the Committee solely in
whole
 
 
                                      -14-
<Page>
 
Shares in a number determined at their Fair Market Value on the date of exercise
of the Stock Appreciation Right, or solely in cash, or in a combination of cash
and Shares. If the Committee decides to make full payment in Shares and the
amount payable results in a fractional Share, payment for the fractional Share
will be made in cash.
 
         7.       RESTRICTED STOCK.
 
                  7.1 GRANT. The Committee may grant Awards to Eligible
Individuals of Restricted Stock, which shall be evidenced by an Agreement
between the Company and the Grantee. Each Agreement shall contain such
restrictions, terms and conditions as the Committee may, in its discretion,
determine and (without limiting the generality of the foregoing) such Agreements
may require that an appropriate legend be placed on Share certificates. Awards
of Restricted Stock shall be subject to the terms and provisions set forth below
in this Section 7.
 
                  7.2 RIGHTS OF GRANTEE. Shares of Restricted Stock granted
pursuant to an Award hereunder shall be issued in the name of the Grantee as
soon as reasonably practicable after the Award is granted provided that the
Grantee has executed an Agreement evidencing the Award, the appropriate blank
stock powers and, in the discretion of the Committee, an escrow agreement and
any other documents which the Committee may require as a condition to the
issuance of such Shares. If a Grantee shall fail to execute the Agreement
evidencing a Restricted Stock Award, or any documents which the Committee may
require within the time period prescribed by the Committee at the time the Award
is granted, the Award shall be null and void. At the discretion of the
Committee, Shares issued in connection with a Restricted Stock Award shall be
deposited together with the stock powers with an escrow agent (which may be the
Company) designated by the Committee. Unless the Committee determines otherwise
and as set forth in the Agreement, upon delivery of the Shares to the escrow
agent, the Grantee shall have all of the rights of a stockholder with respect to
such Shares, including the right to vote the Shares and to receive all dividends
or other distributions paid or made with respect to the Shares.
 
                  7.3 NON-TRANSFERABILITY. Until all restrictions upon the
Shares of Restricted Stock awarded to a Grantee shall have lapsed in the manner
set forth in Section 7.4, such Shares shall not be sold, transferred or
otherwise disposed of and shall not be pledged or otherwise hypothecated.
 
                  7.4 LAPSE OF RESTRICTIONS. Restrictions upon Shares of
Restricted Stock awarded hereunder shall lapse at such time or times and on such
terms and conditions as the Committee may determine. The Agreement evidencing
the Award shall set forth any such restrictions.
 
 
                                      -15-
<Page>
 
                  7.5 TREATMENT OF DIVIDENDS. At the time an Award of Shares of
Restricted Stock is granted, the Committee may, in its discretion, determine
that the payment to the Grantee of dividends, or a specified portion thereof,
declared or paid on such Shares by the Company shall be (a) deferred until the
lapsing of the restrictions imposed upon such Shares and (b) held by the Company
for the account of the Grantee until such time. In the event that dividends are
to be deferred, the Committee shall determine whether such dividends are to be
reinvested in Shares (which shall be held as additional Shares of Restricted
Stock) or held in cash. If deferred dividends are to be held in cash, there may
be credited at the end of each year (or portion thereof) interest on the amount
of the account at the beginning of the year at a rate per annum as the
Committee, in its discretion, may determine. Payment of deferred dividends in
respect of Shares of Restricted Stock (whether held in cash or as additional
Shares of Restricted Stock), together with interest accrued thereon, if any,
shall be made upon the lapsing of restrictions imposed on the Shares in respect
of which the deferred dividends were paid, and any dividends deferred (together
with any interest accrued thereon) in respect of any Shares of Restricted Stock
shall be forfeited upon the forfeiture of such Shares.
 
                  7.6 DELIVERY OF SHARES. Upon the lapse of the restrictions on
Shares of Restricted Stock, the Committee shall cause a stock certificate to be
delivered to the Grantee with respect to such Shares, free of all restrictions
hereunder.
 
         8.       PERFORMANCE AWARDS.
 
                  8.1 PERFORMANCE UNITS. The Committee, in its discretion, may
grant Awards of Performance Units to Eligible Individuals, the terms and
conditions of which shall be set forth in an Agreement between the Company and
the Grantee. Performance Units may be denominated in Shares or a specified
dollar amount and, contingent upon the attainment of specified Performance
Objectives within the Performance Cycle, represent the right to receive payment
as provided in Section 8.3(c) of (a) in the case of Share-denominated
Performance Units, the Fair Market Value of a Share on the date the Performance
Unit was granted, the date the Performance Unit became vested or any other date
specified by the Committee, (b) in the case of dollar-denominated Performance
Units, the specified dollar amount or (c) a percentage (which may be more than
100%) of the amount described in clause (a) or (b) depending on the level of
Performance Objective attainment; PROVIDED, HOWEVER, that, the Committee may at
the time a Performance Unit is granted specify a maximum amount payable in
respect of a vested Performance Unit. Each Agreement shall specify the number of
Performance Units to which it relates, the Performance Objectives which must be
satisfied in order for the Performance Units to vest and the Performance Cycle
within which such Performance Objectives must be satisfied.
 
                           (a) VESTING AND FORFEITURE. Subject to Sections
8.3(c), a Grantee shall become vested with respect to the Performance Units to
the extent that the
 
 
                                      -16-
<Page>
 
Performance Objectives set forth in the Agreement are satisfied for the
Performance Cycle.
 
                           (b) PAYMENT OF AWARDS. Subject to Section 8.3(c),
payment to Grantees in respect of vested Performance Units shall be made as soon
as practicable after the last day of the Performance Cycle to which such Award
relates unless the Agreement evidencing the Award provides for the deferral of
payment, in which event the terms and conditions of the deferral shall be set
forth in the Agreement. Such payments may be made entirely in Shares valued at
their Fair Market Value, entirely in cash, or in such combination of Shares and
cash as the Committee in its discretion shall determine at any time prior to
such payment; PROVIDED, HOWEVER, that if the Committee in its discretion
determines to make such payment entirely or partially in Shares of Restricted
Stock, the Committee must determine the extent to which such payment will be in
Shares of Restricted Stock and the terms of such Restricted Stock at the time
the Award is granted.
 
                  8.2 PERFORMANCE SHARES. The Committee, in its discretion, may
grant Awards of Performance Shares to Eligible Individuals, the terms and
conditions of which shall be set forth in an Agreement between the Company and
the Grantee. Each Agreement may require that an appropriate legend be placed on
Share certificates. Awards of Performance Shares shall be subject to the
following terms and provisions:
 
                           (a) RIGHTS OF GRANTEE. The Committee shall provide at
the time an Award of Performance Shares is made the time or times at which the
actual Shares represented by such Award shall be issued in the name of the
Grantee; PROVIDED, HOWEVER, that no Performance Shares shall be issued until the
Grantee has executed an Agreement evidencing the Award, the appropriate blank
stock powers and, in the discretion of the Committee, an escrow agreement and
any other documents which the Committee may require as a condition to the
issuance of such Performance Shares. If a Grantee shall fail to execute the
Agreement evidencing an Award of Performance Shares, the appropriate blank stock
powers and, in the discretion of the Committee, an escrow agreement and any
other documents which the Committee may require within the time period
prescribed by the Committee at the time the Award is granted, the Award shall be
null and void. At the discretion of the Committee, Shares issued in connection
with an Award of Performance Shares shall be deposited together with the stock
powers with an escrow agent (which may be the Company) designated by the
Committee. Except as restricted by the terms of the Agreement, upon delivery of
the Shares to the escrow agent, the Grantee shall have, in the discretion of the
Committee, all of the rights of a stockholder with respect to such Shares,
including the right to vote the Shares and to receive all dividends or other
distributions paid or made with respect to the Shares.
 
                           (b) NON-TRANSFERABILITY. Until any restrictions upon
the Performance Shares awarded to a Grantee shall have lapsed in the manner set
forth in Sections 8.2(c), such Performance Shares shall not be sold, transferred
or otherwise
 
 
                                      -17-
<Page>
 
disposed of and shall not be pledged or otherwise hypothecated, nor shall they
be delivered to the Grantee. The Committee may also impose such other
restrictions and conditions on the Performance Shares, if any, as it deems
appropriate.
 
                           (c) LAPSE OF RESTRICTIONS. Subject to Sections
8.3(c), restrictions upon Performance Shares awarded hereunder shall lapse and
such Performance Shares shall become vested at such time or times and on such
terms, conditions and satisfaction of Performance Objectives as the Committee
may, in its discretion, determine at the time an Award is granted.
 
                           (d) TREATMENT OF DIVIDENDS. At the time the Award of
Performance Shares is granted, the Committee may, in its discretion, determine
that the payment to the Grantee of dividends, or a specified portion thereof,
declared or paid on Shares represented by such Award which have been issued by
the Company to the Grantee shall be (i) deferred until the lapsing of the
restrictions imposed upon such Performance Shares and (ii) held by the Company
for the account of the Grantee until such time. In the event that dividends are
to be deferred, the Committee shall determine whether such dividends are to be
reinvested in shares of Stock (which shall be held as additional Performance
Shares) or held in cash. If deferred dividends are to be held in cash, there may
be credited at the end of each year (or portion thereof) interest on the amount
of the account at the beginning of the year at a rate per annum as the
Committee, in its discretion, may determine. Payment of deferred dividends in
respect of Performance Shares (whether held in cash or in additional Performance
Shares), together with interest accrued thereon, if any, shall be made upon the
lapsing of restrictions imposed on the Performance Shares in respect of which
the deferred dividends were paid, and any dividends deferred (together with any
interest accrued thereon) in respect of any Performance Shares shall be
forfeited upon the forfeiture of such Performance Shares.
 
                           (e) DELIVERY OF SHARES. Upon the lapse of the
restrictions on Performance Shares awarded hereunder, the Committee shall cause
a stock certificate to be delivered to the Grantee with respect to such Shares,
free of all restrictions hereunder.
 
                  8.3      PERFORMANCE OBJECTIVES
 
                           (a) ESTABLISHMENT. Performance Objectives for
Performance Awards may be expressed in terms of (i) earnings per Share, (ii)
Share price, (iii) pre-tax profits, (iv) net earnings, (v) return on equity or
assets, (vi) sales, (vii) any combination of the foregoing or (viii) prior to
the end of the Transition Period, such other criteria as the Committee may
determine. Performance Objectives may be in respect of the performance of the
Company, any of its Subsidiaries, any of its Divisions or any combination
thereof. Performance Objectives may be absolute or relative (to prior
performance of the Company or to the performance of one or more other entities
or external indices) and may be expressed in terms of a progression within a
specified range. The Performance
 
 
                                      -18-
<Page>
 
Objectives with respect to a Performance Cycle shall be established in writing
by the Committee by the earlier of (x) the date on which a quarter of the
Performance Cycle has elapsed or (y) the date which is ninety (90) days after
the commencement of the Performance Cycle, and in any event while the
performance relating to the Performance Objectives remain substantially
uncertain.
 
                           (b) EFFECT OF CERTAIN EVENTS. At the time of the
granting of a Performance Award, or at any time thereafter, in either case to
the extent permitted under Section 162(m) of the Code and the regulations
thereunder without adversely affecting the treatment of the Performance Award as
Performance-Based Compensation, the Committee may provide for the manner in
which performance will be measured against the Performance Objectives (or may
adjust the Performance Objectives) to reflect the impact of specified corporate
transactions, accounting or tax law changes and other extraordinary or
nonrecurring events.
 
                           (c) DETERMINATION OF PERFORMANCE. Prior to the
vesting, payment, settlement or lapsing of any restrictions with respect to any
Performance Award that is intended to constitute Performance-Based Compensation
made to a Grantee who is subject to Section 162(m) of the Code, the Committee
shall certify in writing that the applicable Performance Objectives have been
satisfied to the extent necessary for such Award to qualify as Performance Based
Compensation.
 
                  8.4 NON-TRANSFERABILITY. Until the vesting of Performance
Units or the lapsing of any restrictions on Performance Shares, as the case may
be, such Performance Units or Performance Shares shall not be sold, transferred
or otherwise disposed of and shall not be pledged or otherwise hypothecated.
 
         9.       OTHER SHARE-BASED AWARDS.
 
                  9.1 SHARE AWARDS. The Committee may grant a Share Award to any
Eligible Individual on such terms and conditions as the Committee may determine
in its sole discretion. Share Awards may be made as additional compensation for
services rendered by the Eligible Individual or may be in lieu of cash or other
compensation to which the Eligible Individual is entitled from the Company.
 
                  9.2      PHANTOM STOCK AWARDS.
 
                           (a) GRANT. The Committee may, in its discretion,
grant shares of Phantom Stock to any Eligible Individuals. Such Phantom Stock
shall be subject to the terms and conditions established by the Committee and
set forth in the applicable Agreement.
 
 
                                      -19-
<Page>
 
                           (b) PAYMENT OF AWARDS. Upon the vesting of a Phantom
Stock Award, the Grantee shall be entitled to receive a cash payment in respect
of each share of Phantom Stock which shall be equal to the Fair Market Value of
a Share as of the date the Phantom Stock Award was granted, or such other date
as determined by the Committee at the time the Phantom Stock Award was granted.
The Committee may, at the time a Phantom Stock Award is granted, provide a
limitation on the amount payable in respect of each share of Phantom Stock. In
lieu of a cash payment, the Committee may settle Phantom Stock Awards with
Shares having a Fair Market Value equal to the cash payment to which the Grantee
has become entitled.
 
         10.      EFFECT OF A TERMINATION OF EMPLOYMENT.
 
                  The Agreement evidencing the grant of each Option and each
Award shall set forth the terms and conditions applicable to such Option or
Award upon a termination or change in the status of the employment of the
Optionee or Grantee by the Company, a Subsidiary or a Division (including a
termination or change by reason of the sale of a Subsidiary or a Division),
which shall be as the Committee may, in its discretion, determine at the time
the Option or Award is granted or thereafter.
 
         11.      ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
 
                           (a) In the event of a Change in Capitalization, the
Committee shall conclusively determine the appropriate adjustments, if any, to
(i) the maximum number and class of Shares or other stock or securities with
respect to which Options or Awards may be granted under the Plan, (ii) the
number and class of Shares or other stock or securities which are subject to
outstanding Options or Awards granted under the Plan and the exercise price
therefor, if applicable, (iii) the maximum number and class of Shares or other
stock or securities with respect to which Incentive Stock Options may be granted
to any Eligible Individual during any calendar year and (iv) the Performance
Objectives.
 
                           (b) Any such adjustment in the Shares or other stock
or securities (i) subject to outstanding Incentive Stock Options (including any
adjustments in the exercise price) shall be made in such manner as not to
constitute a modification as defined by Section 424(h)(3) of the Code and only
to the extent otherwise permitted by Sections 422 and 424 of the Code, or (ii)
subject to outstanding Options or Awards that are intended to qualify as
Performance-Based Compensation shall be made in such a manner as not to
adversely affect the treatment of the Option or Award as Performance-Based
Compensation.
 
                           (c) If, by reason of a Change in Capitalization, a
Grantee of an Award shall be entitled to, or an Optionee shall be entitled to
exercise an Option with respect to, new, additional or different shares of stock
or securities of the Company or any
 
 
                                      -20-
<Page>
 
other corporation, such new, additional or different shares shall thereupon be
subject to all of the conditions, restrictions and performance criteria which
were applicable to the Shares subject to the Award or Option, as the case may
be, prior to such Change in Capitalization.
 
         12.      EFFECT OF CERTAIN TRANSACTIONS.
 
                  The Committee may, at the time an Option or Award is granted
or at any time thereafter, determine the effect of a Change in Control on the
Option or Award. In addition, in the event of (a) the liquidation or dissolution
of the Company or (b) a merger or consolidation of the Company (a
"Transaction"), the Plan and the Options and Awards issued hereunder shall
continue in effect in accordance with their respective terms, except that
following a Transaction either (i) each outstanding Option or Award shall be
treated as provided for in the agreement entered into in connection with the
Transaction or (ii) if not so provided in such agreement, each Optionee and
Grantee shall be entitled to receive in respect of each Share subject to any
outstanding Options or Awards, as the case may be, upon exercise of any Option
or payment or transfer in respect of any Award, the same number and kind of
stock, securities, cash, property or other consideration that each holder of a
Share was entitled to receive in the Transaction in respect of a Share;
PROVIDED, HOWEVER, that such stock, securities, cash, property, or other
consideration shall remain subject to all of the conditions, restrictions and
performance criteria which were applicable to the Options and Awards prior to
such Transaction. The treatment of any Option or Award as provided in this
Section 12 shall be conclusively presumed to be appropriate for purposes of
Section 11.
 
         13.      INITIAL PUBLIC OFFERING OPTION GRANTS FOR ELIGIBLE DIRECTORS.
 
                  13.1 GRANT. Effective as of the pricing of shares in an
Initial Public Offering, each Eligible Director shall be granted an Option (the
"IPO Option") in respect of fifty thousand (50,000) Shares. The IPO Option shall
be evidenced by an Agreement containing the terms set forth in this Section 13
and such other terms not inconsistent therewith as determined by the Committee.
 
                  13.2 PURCHASE PRICE. The purchase price for Shares under each
IPO Option shall be equal to the Initial Public Offering price.
 
                  13.3 EXERCISABILITY. Subject to Section 13.4, each IPO Option
shall become fully exercisable with respect to one-third of the Shares subject
thereto on each of the first through third anniversaries of the date of grant so
long as the Optionee continues to serve as a Director as of each such date.
 
                  13.4 DURATION. Each IPO Option shall terminate on the date
which is the tenth anniversary of the date of grant, unless terminated earlier
as follows:
 
 
                                      -21-
<Page>
 
                           (a) If an Optionee's service as a Director terminates
for any reason other than Disability, death or Cause, the Optionee may for a
period of three (3) months after such termination exercise the IPO Option
granted to the Optionee hereunder to the extent, and only to the extent, that
such Option or portion thereof was exercisable as of the date the Optionee's
service as a Director terminated, after which time the IPO Option shall
automatically terminate in full to the extent unexercised.
 
                           (b) If an Optionee's service as a Director terminates
by reason of the Optionee's resignation or removal from the Board due to
Disability, the Optionee may for a period of twelve (12) months after such
termination exercise the IPO Option granted to the Optionee hereunder to the
extent, and only to the extent, that such IPO Option or portion thereof was
exercisable as of the date the Optionee's service as Director terminated, after
which time the IPO Option shall automatically terminate in full to the extent
unexercised.
 
                           (c) If an Optionee's service as a Director terminates
for Cause, the IPO Option granted to the Optionee hereunder shall immediately
terminate in full to the extent unexercised.
 
                           (d) If an Optionee dies while a Director or within
three (3) months after termination of service as a Director as described in
Section 13.4(a) or within twelve (12) months after termination of service as a
Director as described in Section 13.4(b), the IPO Option granted to the Optionee
hereunder which has not then automatically terminated pursuant to this Section
13 may be exercised at any time within twelve (12) months after the Optionee's
death by the person or persons to whom such rights under the Option shall pass
by will, or by the laws of descent or distribution, after which time the Option
shall terminate in full to the extent unexercised.
 
         14.      INTERPRETATION.
 
                  Following the required registration of any equity security of
the Company pursuant to Section 12 of the Exchange Act:
 
                           (a) The Plan and each Option and Award under the Plan
are intended to comply with Rule 16b-3 promulgated under the Exchange Act, and
the Committee shall interpret and administer the provisions of the Plan or any
Agreement in a manner consistent therewith. Any provisions inconsistent with
such Rule shall be inoperative and shall not affect the validity of the Plan.
 
                           (b) Unless otherwise expressly stated in the relevant
Agreement, each Option, Stock Appreciation Right and Performance Award granted
under the Plan is intended to be Performance-Based Compensation. The Committee
shall not have the ability to exercise any discretion, and shall not exercise
any discretion otherwise
 
 
                                      -22-
<Page>
 
authorized hereunder with respect to such Options or Awards if the ability to
exercise such discretion or the exercise of such discretion itself would cause
the compensation attributable to such Options or Awards to fail to qualify as
Performance-Based Compensation.
 
                           (c) To the extent that any legal requirement of
Section 16 of the Exchange Act or Section 162(m) of the Code as set forth in the
Plan ceases to be required under Section 16 of the Exchange Act or Section
162(m) of the Code, that Plan provision shall cease to apply.
 
         15.      TERMINATION AND AMENDMENT OF THE PLAN OR MODIFICATION OF
                  OPTIONS AND AWARDS.
 
                  15.1 PLAN AMENDMENT OR TERMINATION. The Plan shall terminate
on the day preceding the tenth anniversary of the date of its adoption by the
Board and no Option or Award may be granted thereafter. The Board may sooner
terminate the Plan and the Board may at any time and from time to time amend,
modify or suspend the Plan; PROVIDED, HOWEVER, that:
 
                           (a) no such amendment, modification, suspension or
termination shall impair or adversely alter any Options or Awards theretofore
granted under the Plan, except with the consent of the Optionee or Grantee, nor
shall any amendment, modification, suspension or termination deprive any
Optionee or Grantee of any Shares which he or she may have acquired through or
as a result of the Plan; and
 
                           (b) to the extent necessary under any applicable law,
regulation or exchange requirement no amendment shall be effective unless
approved by the stockholders of the Company in accordance with applicable law,
regulation or exchange requirement.
 
                  15.2 MODIFICATION OF OPTIONS AND AWARDS. Subject to Section
12, no modification of an Option or Award shall adversely alter or impair any
rights or obligations under the Option or Award without the consent of the
Optionee or Grantee, as the case may be.
 
         16.      NON-EXCLUSIVITY OF THE PLAN.
 
                  The adoption of the Plan by the Board shall not be construed
as amending, modifying or rescinding any previously approved incentive
arrangement or as creating any limitations on the power of the Board to adopt
such other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.
 
 
                                      -23-
<Page>
 
         17.      LIMITATION OF LIABILITY.
 
                  As illustrative of the limitations of liability of the
Company, but not intended to be exhaustive thereof, nothing in the Plan shall be
construed to:
 
                           (a) give any person any right to be granted an Option
or Award other than at the sole discretion of the Committee;
 
                           (b) give any person any rights whatsoever with
respect to Shares except as specifically provided in the Plan;
 
                           (c) limit in any way the right of the Company or any
Subsidiary to terminate the employment of any person at any time; or
 
                           (d) be evidence of any agreement or understanding,
expressed or implied, that the Company will employ any person at any particular
rate of compensation or for any particular period of time.
 
         18.      REGULATIONS AND OTHER APPROVALS; GOVERNING LAW.
 
                  18.1 Except as to matters of federal law, the Plan and the
rights of all persons claiming hereunder shall be construed and determined in
accordance with the laws of the State of Delaware without giving effect to
conflicts of laws principles thereof.
 
                  18.2 The obligation of the Company to sell or deliver Shares
with respect to Options and Awards granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.
 
                  18.3 The Board may make such changes as may be necessary or
appropriate to comply with the rules and regulations of any government
authority, or to obtain for Eligible Individuals granted Incentive Stock Options
the tax benefits under the applicable provisions of the Code and regulations
promulgated thereunder.
 
                  18.4 Each Option and Award is subject to the requirement that,
if at any time the Committee determines, in its discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Option or
Award or the issuance of Shares, no Options or Awards shall be granted or
payment made or Shares issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions as acceptable to the Committee.
 
 
                                      -24-
<Page>
 
                  18.5 Notwithstanding anything contained in the Plan or any
Agreement to the contrary, in the event that the disposition of Shares acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), and is not
otherwise exempt from such registration, such Shares shall be restricted against
transfer to the extent required by the Securities Act and Rule 144 or other
regulations thereunder. The Committee may require any individual receiving
Shares pursuant to an Option or Award granted under the Plan, as a condition
precedent to receipt of such Shares, to represent and warrant to the Company in
writing that the Shares acquired by such individual are acquired without a view
to any distribution thereof and will not be sold or transferred other than
pursuant to an effective registration thereof under said Act or pursuant to an
exemption applicable under the Securities Act or the rules and regulations
promulgated thereunder. The certificates evidencing any of such Shares shall be
appropriately amended or have an appropriate legend placed thereon to reflect
their status as restricted securities as aforesaid.
 
         19.      MISCELLANEOUS.
 
                  19.1 MULTIPLE AGREEMENTS. The terms of each Option or Award
may differ from other Options or Awards granted under the Plan at the same time,
or at some other time. The Committee may also grant more than one Option or
Award to a given Eligible Individual during the term of the Plan, either in
addition to, or in substitution for, one or more Options or Awards previously
granted to that Eligible Individual.
 
                  19.2     WITHHOLDING OF TAXES.
 
                           (a) At such times as an Optionee or Grantee
recognizes wages in connection with the receipt of Shares or cash hereunder (a
"Taxable Event"), the Optionee or Grantee shall pay to the Company an amount
equal to the federal, state and local income taxes, employment taxes and other
amounts as may be required by law to be withheld by the Company in connection
with the Taxable Event (the "Withholding Taxes"). The Company shall have the
right to deduct from any payment of cash to an Optionee or Grantee an amount
equal to the Withholding Taxes in satisfaction of the obligation to pay
Withholding Taxes. The Committee may provide in the Agreement at the time of
grant, or at any time thereafter, that the Optionee or Grantee, in satisfaction
of the obligation to pay Withholding Taxes, may elect to have withheld a portion
of the Shares then issuable to him or her having an aggregate Fair Market Value
equal to the Withholding Taxes.
 
                           (b) If an Optionee makes a disposition, within the
meaning of Section 424(c) of the Code and regulations promulgated thereunder, of
any Share or Shares issued to such Optionee pursuant to the exercise of an
Incentive Stock Option within the two-year period commencing on the day after
the date of the grant or within the one-year period commencing on the day after
the date of transfer of such Share or Shares
 
 
                                      -25-
<Page>
 
to the Optionee pursuant to such exercise, the Optionee shall, within ten (10)
days of such disposition, notify the Company thereof, by delivery of written
notice to the Company at its principal executive office.
 
                  19.3 EFFECTIVE DATE. The effective date of this Plan shall be
as determined by the Board, subject only to the approval by the holders of a
majority of the securities of the Company entitled to vote thereon, in
accordance with applicable law, within twelve (12) months of the adoption of the
Plan by the Board.
 
                  19.4 POST-TRANSITION PERIOD. Following the Transition Period,
any Option, Stock Appreciation Right or Performance Award granted under the Plan
which is intended to be Performance-Based Compensation, shall be subject to the
approval of the material terms of the Plan by a majority of the shareholders of
the Company in accordance with Section 162(m) of the Code and the regulations
promulgated thereunder.
 
 
 
 
                                      -26-
 
</TEXT>
</DOCUMENT>