EXHIBIT 10.24
 
                           DEALERTRACK HOLDINGS, INC.
                            2005 INCENTIVE AWARD PLAN
 
                                    ARTICLE 1
 
                                     PURPOSE
 
      The purpose of the DealerTrack Holdings, Inc. 2005 Incentive Award Plan
(the "Plan") is to promote the success and enhance the value of DealerTrack
Holdings, Inc. (the "Company") by linking the personal interests of the members
of the Board, Employees, and Consultants to those of Company stockholders and by
providing such individuals with an incentive for outstanding performance to
generate superior returns to Company stockholders. The Plan is further intended
to provide flexibility to the Company in its ability to motivate, attract, and
retain the services of members of the Board, Employees, and Consultants upon
whose judgment, interest, and special effort the successful conduct of the
Company's operation is largely dependent.
 
                                    ARTICLE 2
 
                          DEFINITIONS AND CONSTRUCTION
 
      Wherever the following terms are used in the Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates.
 
      2.1 "Award" means an Option, a Restricted Stock award, a Stock
Appreciation Right award, a Performance Share award, a Performance Stock Unit
award, a Dividend Equivalents award, a Stock Payment award, a Deferred Stock
award, a Restricted Stock Unit award, a Performance Bonus Award, or a
Performance-Based Award granted to a Participant pursuant to the Plan.
 
      2.2 "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award, including through electronic medium.
 
      2.3 "Board" means the Board of Directors of the Company.
 
      2.4 "Cause" shall, unless otherwise specifically provided in any
applicable Award Agreement, mean with respect to any Participant: (a) the
Participant's commission of an act of fraud or embezzlement upon the Company or
any of its affiliates; (b) the Participant's commission of any willful act
intended to injure the reputation, business, or any business relationship of the
Company or any of its affiliates; (c) the Participant is found by a court of
competent jurisdiction to have committed a felony; (d) the refusal or failure of
the Participant to perform the Participant's duties with the Company or any of
its affiliates, as applicable, in a competent and professional manner that is
not cured by the Participant within ten (10) business days after a written
demand therefor is delivered to the Participant by the Company or applicable
affiliate which specifically identifies the manner in which the Company or
applicable affiliate believes that the Participant has not substantially
performed the Participant's duties; provided, that if the Company or applicable
affiliate, in good faith, determines that the refusal or failure by
 
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the participant is egregious in nature or is not susceptible of cure, then no
such cure period shall be required; or (e) the refusal or failure of the
Participant to comply with any of his material obligations under any Award
Agreement or any applicable employment agreement between the Company, or an
affiliate, and the Participant that is not cured by the Participant within ten
(10) business days after a written demand therefor is delivered to the
Participant by the Company or the applicable affiliate which specifically
identifies the manner in which the Company or the applicable affiliate believes
the Participant has materially breached the Award Agreement or employment
agreement; provided, that if the Company or the applicable affiliate, in good
faith, determines that the refusal or failure by the Participant is egregious in
nature or is not susceptible of cure, then no such cure period shall be
required.
 
      2.5 "Change in Control" means and includes each of the following:
 
            (a) A transaction or series of transactions (other than an offering
of Stock to the general public through a registration statement filed with the
Securities and Exchange Commission) whereby any "person" or related "group" of
"persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange
Act) (other than the Company, any of its subsidiaries, an employee benefit plan
maintained by the Company or any of its subsidiaries or a "person" that, prior
to such transaction, directly or indirectly controls, is controlled by, or is
under common control with, the Company) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of securities of the Company possessing more than 50% of the total combined
voting power of the Company's securities outstanding immediately after such
acquisition; or
 
            (b) During any period of two consecutive years, individuals who, at
the beginning of such period, constitute the Board together with any new
director(s) (other than a director designated by a person who shall have entered
into an agreement with the Company to effect a transaction described in Section
2.5(a) or Section 2.5(c)) whose election by the Board or nomination for election
by the Company's stockholders was approved by a vote of at least two-thirds of
the directors then still in office who either were directors at the beginning of
the two-year period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority thereof; or
 
            (c) The consummation by the Company (whether directly involving the
Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination or (y) a
sale or other disposition of all or substantially all of the Company's assets in
any single transaction or series of related transactions or (z) the acquisition
of assets or stock of another entity, in each case other than a transaction:
 
                  (i) Which results in the Company's voting securities
outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
Company or the person that, as a result of the transaction, controls, directly
or indirectly, the Company or owns, directly or indirectly, all or substantially
all of the Company's assets or otherwise succeeds to the business of the Company
(the Company or such person, the "Successor Entity")) directly or indirectly, at
least a majority
 
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of the combined voting power of the Successor Entity's outstanding voting
securities immediately after the transaction, and
 
                  (ii) After which no person or group beneficially owns voting
securities representing 50% or more of the combined voting power of the
Successor Entity; provided, however, that no person or group shall be treated
for purposes of this Section 2.5(c)(ii) as beneficially owning 50% or more of
combined voting power of the Successor Entity solely as a result of the voting
power held in the Company prior to the consummation of the transaction; or
 
            (d) The Company's stockholders approve a liquidation or dissolution
of the Company.
 
The Committee shall have full and final authority, which shall be exercised in
its discretion, to determine conclusively whether a Change in Control of the
Company has occurred pursuant to the above definition, and the date of the
occurrence of such Change in Control and any incidental matters relating
thereto.
 
      2.6 "Code" means the Internal Revenue Code of 1986, as amended.
 
      2.7 "Committee" means the committee of the Board described in Article 12.
 
      2.8 "Consultant" means any consultant or adviser if: (a) the consultant or
adviser renders bona fide services to the Company; (b) the services rendered by
the consultant or adviser are not in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities; and (c) the
consultant or adviser is a natural person who has contracted directly with the
Company to render such services.
 
      2.9 "Covered Employee" means an Employee who is, or could be, a "covered
employee" within the meaning of Section 162(m) of the Code.
 
      2.10 "Deferred Stock" means a right to receive a specified number of
shares of Stock during specified time periods pursuant to Section 8.5.
 
      2.11 "Disability" means that the Participant qualifies to receive
long-term disability payments under the Company's long-term disability insurance
program, as it may be amended from time to time.
 
      2.12 "Dividend Equivalents" means a right granted to a Participant
pursuant to Section 8.3 to receive the equivalent value (in cash or Stock) of
dividends paid on Stock.
 
      2.13 "Effective Date" shall have the meaning set forth in Section 13.1.
 
      2.14 "Eligible Individual" means any person who is an Employee, a
Consultant or a member of the Board, as determined by the Committee.
 
      2.15 "Employee" means any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company or any Subsidiary.
 
                                      -3-
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      2.16 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
      2.17 "Fair Market Value" means, as of any given date, (a) if Stock is
traded on an exchange, the closing price of a share of Stock as reported in the
Wall Street Journal for the first trading date immediately prior to such date
during which a sale occurred; or (b) if Stock is not traded on an exchange but
is quoted on NASDAQ or a successor or other quotation system, (i) the last sales
price (if Stock is then listed as a National Market Issue under the NASD
National Market System) or (ii) the mean between the closing representative bid
and asked prices (in all other cases) for the Stock on the date immediately
prior to such date on which sales prices or bid and asked prices, as applicable,
are reported by NASDAQ or such successor quotation system; or (c) if Stock is
not publicly traded, the fair market value established by the Committee acting
in good faith.
 
      2.18 "Incentive Stock Option" means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.
 
      2.19 "Independent Director" means a member of the Board who is not an
Employee of the Company.
 
      2.20 "Non-Employee Director" means a member of the Board who qualifies as
a "Non-Employee Director" as defined in Rule 16b-3(b)(3) under the Exchange Act,
or any successor definition adopted by the Board.
 
      2.21 "Non-Qualified Stock Option" means an Option that is not intended to
be an Incentive Stock Option.
 
      2.22 "Option" means a right granted to a Participant pursuant to Article 5
of the Plan to purchase a specified number of shares of Stock at a specified
price during specified time periods. An Option may be either an Incentive Stock
Option or a Non-Qualified Stock Option.
 
      2.23 "Participant" means any Eligible Individual who, as a member of the
Board, Consultant or Employee, has been granted an Award pursuant to the Plan.
 
      2.24 "Performance-Based Award" means an Award granted to selected Covered
Employees pursuant to Section 8.7, but which is subject to the terms and
conditions set forth in Article 9. All Performance-Based Awards are intended to
qualify as Qualified Performance-Based Compensation.
 
      2.25 "Performance Bonus Award" has the meaning set forth in Section 8.7.
 
      2.26 "Performance Criteria" means the criteria that the Committee selects
for purposes of establishing the Performance Goal or Performance Goals for a
Participant for a Performance Period. The Performance Criteria (which shall be
applicable to the organizational level specified by the Committee, including,
but not limited, to the Company or a unit, division, group, subsidiary or plan
of the Company) that will be used to establish Performance Goals are limited to
the following: earnings before interest, taxes, depreciation and amortization,
net income (loss) (either before or after interest, taxes, depreciation and/or
amortization), economic value-added, sales or revenue, acquisitions or strategic
transactions, operating income (loss), cash flow
 
                                      -4-
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(including, but not limited to, operating cash flow and free cash flow), return
on capital, return on assets, return on stockholders' equity, stockholder
returns, return on sales, gross or net profit margin, productivity, expense,
margins, operating efficiency, customer satisfaction, working capital, earnings
(loss) per share, price per share of Stock, market share and number of
customers, any of which may be measured either in absolute terms or as compared
to any incremental increase or as compared to results of a peer group. The
Committee shall define in an objective fashion the manner of calculating the
Performance Criteria it selects to use for such Performance Period for such
Participant.
 
      2.27 "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based upon
the Performance Criteria. Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual. The Committee, in its discretion, may adjust or modify
the calculation of Performance Goals for such Performance Period in order to
prevent the dilution or enlargement of the rights of Participants (a) in the
event of, or in anticipation of, any unusual or extraordinary corporate item,
transaction, event, or development, or (b) in recognition of, or in anticipation
of, any other unusual or nonrecurring events affecting the Company, or the
financial statements of the Company, or in response to, or in anticipation of,
changes in applicable laws, regulations, accounting principles, or business
conditions.
 
      2.28 "Performance Period" means the one or more periods of time, which may
be of varying and overlapping durations, as the Committee may select, over which
the attainment of one or more Performance Goals will be measured for the purpose
of determining a Participant's right to, and the payment of, a Performance-Based
Award.
 
      2.29 "Performance Share" means a right granted to a Participant pursuant
to Article 8, to receive Stock, the payment of which is contingent upon
achieving certain Performance Goals or other performance-based targets
established by the Committee.
 
      2.30 "Performance Stock Unit" means a right granted to a Participant
pursuant to Article 8, to receive Stock, the payment of which is contingent upon
achieving certain Performance Goals or other performance-based targets
established by the Committee.
 
      2.31 "Prior Plan" means the DealerTrack Holdings, Inc. 2001 Stock Option
Plan, effective as of August 10, 2001, as such plan may be amended from time to
time.
 
      2.32 "Plan" means this DealerTrack Holdings, Inc. 2005 Incentive Award
Plan, as it may be amended from time to time.
 
      2.33 "Public Trading Date" means the first date upon which Stock is listed
(or approved for listing) upon notice of issuance on any securities exchange or
designated (or approved for designation) upon notice of issuance as a national
market security on an interdealer quotation system.
 
      2.34 "Qualified Performance-Based Compensation" means any compensation
that is intended to qualify as "qualified performance-based compensation" as
described in Section 162(m)(4)(C) of the Code.
 
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      2.35 "Restricted Stock" means Stock awarded to a Participant pursuant to
Article 6 that is subject to certain restrictions and may be subject to risk of
forfeiture.
 
      2.36 "Restricted Stock Unit" means an Award granted pursuant to Section
8.6.
 
      2.37 "Securities Act" shall mean the Securities Act of 1933, as amended.
 
      2.38 "Stock" means the common stock of the Company, par value $0.01 per
share, and such other securities of the Company that may be substituted for
Stock pursuant to Article 11.
 
      2.39 "Stock Appreciation Right" or "SAR" means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a
specified number of shares of Stock on the date the SAR is exercised over the
Fair Market Value on the date the SAR was granted as set forth in the applicable
Award Agreement.
 
      2.40 "Stock Payment" means (a) a payment in the form of shares of Stock,
or (b) an option or other right to purchase shares of Stock, as part of any
bonus, deferred compensation or other arrangement, made in lieu of all or any
portion of the compensation, granted pursuant to Section 8.4.
 
      2.41 "Subsidiary" means any "subsidiary corporation" as defined in Section
424(f) of the Code and any applicable regulations promulgated thereunder or any
other entity of which a majority of the outstanding voting stock or voting power
is beneficially owned directly or indirectly by the Company.
 
                                    ARTICLE 3
 
                           SHARES SUBJECT TO THE PLAN
 
      3.1 Number of Shares.
 
            (a) Subject to Article 11 and Section 3.1(b), the aggregate number
of shares of Stock which may be issued or transferred pursuant to Awards under
the Plan shall be the sum of: (i) 3,100,000 shares and (ii) any shares of Stock
which as of the Effective Date are available for issuance under any of the Prior
Plan and which following the Effective Date are not issued under the Prior Plan;
provided however, no more than 3,100,000 shares of Stock may be delivered upon
the exercise of Incentive Stock Options.
 
            (b) To the extent that an Award terminates, expires, or lapses for
any reason, any shares of Stock subject to the Award shall again be available
for the grant of an Award pursuant to the Plan. Additionally, any shares of
Stock tendered or withheld to satisfy the grant or exercise price or tax
withholding obligation pursuant to any Award shall again be available for the
grant of an Award pursuant to the Plan. To the extent permitted by applicable
law or any exchange rule, shares of Stock issued in assumption of, or in
substitution for, any outstanding awards of any entity acquired in any form of
combination by the Company or any Subsidiary shall not be counted against shares
of Stock available for grant pursuant to this Plan. The payment of Dividend
Equivalents in cash in conjunction with any outstanding Awards shall not be
counted against the shares available for issuance under the Plan.
Notwithstanding the
 
                                      -6-
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provisions of this Section 3.1(b), no shares of Common Stock may again be
optioned, granted or awarded if such action would cause an Incentive Stock
Option to fail to qualify as an incentive stock option under Section 422 of the
Code.
 
      3.2 Stock Distributed. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.
 
      3.3 Limitation on Number of Shares Subject to Awards. Notwithstanding any
provision in the Plan to the contrary, and subject to Article 11, the maximum
number of shares of Stock with respect to one or more Awards that may be granted
to any one Participant during any fiscal year of the Company shall be 750,000;
provided, however, that the foregoing limitation shall not apply prior to the
Public Trading Date and, following the Public Trading Date, the foregoing
limitation shall not apply until the earliest of: (a) the first material
modification of the Plan (including any increase in the number of shares
reserved for issuance under the Plan in accordance with Section 3.1); (b) the
issuance of all of the shares of Stock reserved for issuance under the Plan; (c)
the expiration of the Plan; (d) the first meeting of stockholders at which
members of the Board are to be elected that occurs after the close of the third
calendar year following the calendar year in which occurred the first
registration of an equity security of the Company under Section 12 of the
Exchange Act; or (e) such other date required by Section 162(m) of the Code and
the rules and regulations promulgated thereunder. The maximum amount payable
with respect to Performance Bonus Awards to a Covered Employee during any fiscal
year of the Company shall be $3,000,000.
 
                                    ARTICLE 4
 
                          ELIGIBILITY AND PARTICIPATION
 
      4.1 Eligibility. Each Eligible Individual shall be eligible to be granted
one or more Awards pursuant to the Plan.
 
      4.2 Participation. Subject to the provisions of the Plan, the Committee
may, from time to time, select from among all Eligible Individuals, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award. No Eligible Individual shall have any right to be granted an Award
pursuant to this Plan.
 
      4.3 Foreign Participants. Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the
Company and its Subsidiaries operate or have Eligible Individuals, the
Committee, in its sole discretion, shall have the power and authority to: (i)
determine which Subsidiaries shall be covered by the Plan; (ii) determine which
Eligible Individuals outside the United States are eligible to participate in
the Plan; (iii) modify the terms and conditions of any Award granted to Eligible
Individuals outside the United States to comply with applicable foreign laws;
(iv) establish subplans and modify exercise procedures and other terms and
procedures, to the extent such actions may be necessary or advisable (any such
subplans and/or modifications shall be attached to this Plan as appendices);
provided, however, that no such subplans and/or modifications shall increase the
share limitations contained in Sections 3.1 and 3.3 of the Plan; and (v) take
any action, before or after
 
                                      -7-
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an Award is made, that it deems advisable to obtain approval or comply with any
necessary local governmental regulatory exemptions or approvals. Notwithstanding
the foregoing, the Committee may not take any actions hereunder, and no Awards
shall be granted, that would violate the Exchange Act, the Code, any securities
law or governing statute or any other applicable law.
 
                                    ARTICLE 5
 
                                  STOCK OPTIONS
 
      5.1 General. The Committee is authorized to grant Options to Participants
on the following terms and conditions:
 
            (a) Exercise Price. The exercise price per share of Stock subject to
an Option shall be determined by the Committee and set forth in the Award
Agreement; provided that, subject to Section 5.2(d), the exercise price for any
Option shall not be less than 100% of the Fair Market Value of a share of Stock
on the date of grant.
 
            (b) Time and Conditions of Exercise. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part;
provided that the term of any Option granted under the Plan shall not exceed ten
years. The Committee shall also determine the performance or other conditions,
if any, that must be satisfied before all or part of an Option may be exercised.
 
            (c) Payment. The Committee shall determine the methods by which the
exercise price of an Option may be paid, the form of payment, including, without
limitation: (i) cash, (ii) except with respect to Incentive Stock Options,
shares of Stock issuable to the Option holder upon exercise of the Option, with
a Fair Market Value on the date of the Option exercise equal to the aggregate
Option exercise price of the shares with respect to which such Option or portion
thereof is thereby exercised, (iii) shares of Stock held for such period of time
as may be required by the Committee in order to avoid adverse accounting
consequences and having a Fair Market Value on the date of delivery equal to the
aggregate exercise price of the Option or exercised portion thereof, or (iv)
through the delivery of a notice that the Participant has placed a market sell
order with a broker with respect to shares of Stock then issuable upon exercise
of the Option, and that the broker has been directed to pay a sufficient portion
of the net proceeds of the sale to the Company in satisfaction of the Option
exercise price; provided that payment of such proceeds is then made to the
Company upon settlement of such sale. The Committee shall also determine the
methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants. Notwithstanding any other provision of the Plan to the contrary,
no Participant who is a member of the Board or an "executive officer" of the
Company within the meaning of Section 13(k) of the Exchange Act shall be
permitted to pay the exercise price of an Option in any method which would
violate Section 13(k) of the Exchange Act.
 
            (d) Evidence of Grant. All Options shall be evidenced by an Award
Agreement between the Company and the Participant. The Award Agreement shall
include such additional provisions as may be specified by the Committee.
 
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      5.2 Incentive Stock Options. Incentive Stock Options shall be granted only
to Employees and the terms of any Incentive Stock Options granted pursuant to
the Plan, in addition to the requirements of Section 5.1, must comply with the
provisions of this Section 5.2.
 
            (a) Expiration. Subject to Section 5.2(c), an Incentive Stock Option
shall expire and may not be exercised to any extent by anyone after the first to
occur of the following events:
 
                        (i) Ten years from the date it is granted, unless an
earlier time is set in the Award Agreement;
 
                        (ii) Three months after the Participant's termination of
employment as an Employee; and
 
                        (iii) One year after the date of the Participant's
termination of employment or service on account of Disability or death. Upon the
Participant's Disability or death, any Incentive Stock Options exercisable at
the Participant's Disability or death may be exercised by the Participant's
legal representative or representatives, by the person or persons entitled to do
so pursuant to the Participant's last will and testament, or, if the Participant
fails to make testamentary disposition of such Incentive Stock Option or dies
intestate, by the person or persons entitled to receive the Incentive Stock
Option pursuant to the applicable laws of descent and distribution.
 
            (b) Individual Dollar Limitation. The aggregate Fair Market Value
(determined as of the time the Option is granted) of all shares of Stock with
respect to which Incentive Stock Options are first exercisable by a Participant
in any calendar year may not exceed $100,000 or such other limitation as imposed
by Section 422(d) of the Code, or any successor provision. To the extent that
Incentive Stock Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Stock Options.
 
            (c) Ten Percent Owners. An Incentive Stock Option shall be granted
to any individual who, at the date of grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of Stock of the
Company only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.
 
            (d) Transfer Restriction. The Participant shall give the Company
prompt notice of any disposition of shares of Stock acquired by exercise of an
Incentive Stock Option within (i) two years from the date of grant of such
Incentive Stock Option or (ii) one year after the transfer of such shares of
Stock to the Participant.
 
            (e) Expiration of Incentive Stock Options. No Award of an Incentive
Stock Option may be made pursuant to this Plan after the tenth anniversary of
the Effective Date.
 
            (f) Right to Exercise. During a Participant's lifetime, an Incentive
Stock Option may be exercised only by the Participant.
 
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            (g) Failure to Meet Requirements. Any Option (or portion thereof)
purported to be an Incentive Stock Option, which, for any reason, fails to meet
the requirements of Section 422 of the Code shall be considered a Non-Qualified
Stock Option.
 
      5.3 Granting of Options to Independent Directors. The Board may from time
to time, in its sole discretion, and subject to the limitations of the Plan:
 
            (a) Select from among the Independent Directors (including
Independent Directors who have previously been granted Options under the Plan)
such of them as in its opinion should be granted Options;
 
            (b) Subject to Section 3.3, determine the number of shares of Stock
that may be purchased upon exercise of the Options granted to such selected
Independent Directors; and
 
            (c) Subject to the provisions of this Article 5, determine the terms
and conditions of such Options, consistent with the Plan.
 
Options granted to Independent Directors shall be Non-Qualified Stock Options.
 
                                    ARTICLE 6
 
                             RESTRICTED STOCK AWARDS
 
      6.1 Grant of Restricted Stock. The Committee is authorized to make Awards
of Restricted Stock to any Participant selected by the Committee in such amounts
and subject to such terms and conditions as determined by the Committee. All
Awards of Restricted Stock shall be evidenced by an Award Agreement.
 
      6.2 Issuance and Restrictions. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise (including,
without limitation, pursuant to the satisfaction or time-vesting requirements,
performance vesting requirements, or both), as the Committee determines at the
time of the grant of the Award or thereafter.
 
      6.3 Forfeiture. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment or
service during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited; provided, however, that,
the Committee may (a) provide in any Restricted Stock Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Stock.
 
      6.4 Certificates for Restricted Stock. Restricted Stock granted pursuant
to the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such
 
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Restricted Stock, and the Company may, at its discretion, retain physical
possession of the certificate until such time as all applicable restrictions
lapse.
 
                                    ARTICLE 7
 
                            STOCK APPRECIATION RIGHTS
 
      7.1 Grant of Stock Appreciation Rights.
 
            (a) A Stock Appreciation Right may be granted to any Participant
selected by the Committee. A Stock Appreciation Right shall be subject to such
terms and conditions not inconsistent with the Plan as the Committee shall
impose and shall be evidenced by an Award Agreement.
 
            (b) A Stock Appreciation Right shall entitle the Participant (or
other person entitled to exercise the Stock Appreciation Right pursuant to the
Plan) to exercise all or a specified portion of the Stock Appreciation Right (to
the extent then exercisable pursuant to its terms) and to receive from the
Company an amount equal to the product of (i) the excess of (A) the Fair Market
Value of the Stock on the date the Stock Appreciation Right is exercised over
(B) the Fair Market Value of the Stock on the date the Stock Appreciation Right
was granted and (ii) the number of shares of Stock with respect to which the
Stock Appreciation Right is exercised, subject to any limitations the Committee
may impose.
 
      7.2 Payment and Limitations on Exercise. Payment of the amounts determined
under Sections 7.1(b) above shall be in Stock (based on its Fair Market Value as
of the date the Stock Appreciation Right is exercised) and shall be made subject
to satisfaction of all provisions of Article 5 above pertaining to Options.
 
                                    ARTICLE 8
 
                              OTHER TYPES OF AWARDS
 
      8.1 Performance Share Awards. Any Participant selected by the Committee
may be granted one or more Performance Share awards which shall be denominated
in a number of shares of Stock and which may be linked to any one or more of the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.
 
      8.2 Performance Stock Units. Any Participant selected by the Committee may
be granted one or more Performance Stock Unit awards which shall be denominated
in unit equivalent of shares of Stock and/or units of value including dollar
value of shares of Stock and which may be linked to any one or more of the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such
 
                                      -11-
<PAGE>
 
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.
 
      8.3 Dividend Equivalents.
 
            (a) Any Participant selected by the Committee may be granted
Dividend Equivalents based on the dividends declared on the shares of Stock that
are subject to any Award, to be credited as of dividend payment dates, during
the period between the date the Award is granted and the date the Award is
exercised, vests or expires, as determined by the Committee. Such Dividend
Equivalents shall be converted to cash or additional shares of Stock by such
formula and at such time and subject to such limitations as may be determined by
the Committee.
 
            (b) Dividend Equivalents granted with respect to Options or SARs
that are intended to be Qualified Performance-Based Compensation shall be
payable, with respect to pre-exercise periods, regardless of whether such Option
or SAR is subsequently exercised.
 
      8.4 Stock Payments. Any Participant selected by the Committee may receive
Stock Payments in the manner determined from time to time by the Committee. The
number of shares shall be determined by the Committee and may be based upon the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, determined on the date such Stock Payment is made
or on any date thereafter.
 
      8.5 Deferred Stock. Any Participant selected by the Committee may be
granted an award of Deferred Stock in the manner determined from time to time by
the Committee. The number of shares of Deferred Stock shall be determined by the
Committee and may be linked to the Performance Criteria or other specific
performance criteria determined to be appropriate by the Committee, in each case
on a specified date or dates or over any period or periods determined by the
Committee. Stock underlying a Deferred Stock award will not be issued until the
Deferred Stock award has vested, pursuant to a vesting schedule or performance
criteria set by the Committee. Unless otherwise provided by the Committee, a
Participant awarded Deferred Stock shall have no rights as a Company stockholder
with respect to such Deferred Stock until such time as the Deferred Stock Award
has vested and the Stock underlying the Deferred Stock Award has been issued.
 
      8.6 Restricted Stock Units. The Committee is authorized to make Awards of
Restricted Stock Units to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
At the time of grant, the Committee shall specify the date or dates on which the
Restricted Stock Units shall become fully vested and nonforfeitable, and may
specify such conditions to vesting as it deems appropriate. At the time of
grant, the Committee shall specify the maturity date applicable to each grant of
Restricted Stock Units which shall be no earlier than the vesting date or dates
of the Award and may be determined at the election of the grantee. On the
maturity date, the Company shall, subject to Section 10.5(b), transfer to the
Participant one unrestricted, fully transferable share of Stock for each
Restricted Stock Unit scheduled to be paid out on such date and not previously
 
                                      -12-
<PAGE>
 
forfeited. The Committee shall specify the purchase price, if any, to be paid by
the grantee to the Company for such shares of Stock.
 
      8.7 Performance Bonus Awards. Any Participant selected by the Committee
may be granted one or more Performance-Based Awards in the form of a cash bonus
(a "Performance Bonus Award") payable upon the attainment of Performance Goals
that are established by the Committee and relate to one or more of the
Performance Criteria, in each case on a specified date or dates or over any
period or periods determined by the Committee. Any such Performance Bonus Award
paid to a Covered Employee shall be based upon objectively determinable bonus
formulas established in accordance with Article 9.
 
      8.8 Term. Except as otherwise provided herein, the term of any Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Stock
Payments, Deferred Stock or Restricted Stock Units shall be set by the Committee
in its discretion.
 
      8.9 Exercise or Purchase Price. The Committee may establish the exercise
or purchase price, if any, of any Award of Performance Shares, Performance Stock
Units, Deferred Stock, Stock Payments or Restricted Stock Units; provided,
however, that such price shall not be less than the par value of a share of
Stock on the date of grant, unless otherwise permitted by applicable state law.
 
      8.10 Exercise upon Termination of Employment or Service. An Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Deferred
Stock, Stock Payments and Restricted Stock Units shall only be exercisable or
payable while the Participant is an Employee, Consultant or a member of the
Board, as applicable; provided, however, that the Committee in its sole and
absolute discretion may provide that an Award of Performance Shares, Performance
Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock or Restricted
Stock Units may be exercised or paid subsequent to a termination of employment
or service, as applicable, or following a Change in Control of the Company, or
because of the Participant's retirement, death or disability, or otherwise;
provided, however, that any such provision with respect to Performance Shares or
Performance Stock Units shall be subject to the requirements of Section 162(m)
of the Code that apply to Qualified Performance-Based Compensation.
 
      8.11 Form of Payment. Payments with respect to any Awards granted under
this Article 8 shall be made in cash, in Stock or a combination of both, as
determined by the Committee.
 
      8.12 Award Agreement. All Awards under this Article 8 shall be subject to
such additional terms and conditions as determined by the Committee and shall be
evidenced by an Award Agreement.
 
                                    ARTICLE 9
 
                            PERFORMANCE-BASED AWARDS
 
      9.1 Purpose. The purpose of this Article 9 is to provide the Committee the
ability to qualify Awards other than Options and SARs and that are granted
pursuant to Articles 6 and 8 as Qualified Performance-Based Compensation. If the
Committee, in its discretion, decides to
 
                                      -13-
<PAGE>
 
grant a Performance-Based Award to a Covered Employee, the provisions of this
Article 9 shall control over any contrary provision contained in Articles 6 or
8; provided, however, that the Committee may in its discretion grant Awards to
Covered Employees that are based on Performance Criteria or Performance Goals
but that do not satisfy the requirements of this Article 9.
 
      9.2 Applicability. This Article 9 shall apply only to those Covered
Employees selected by the Committee to receive Performance-Based Awards. The
designation of a Covered Employee as a Participant for a Performance Period
shall not in any manner entitle the Participant to receive an Award for the
period. Moreover, designation of a Covered Employee as a Participant for a
particular Performance Period shall not require designation of such Covered
Employee as a Participant in any subsequent Performance Period and designation
of one Covered Employee as a Participant shall not require designation of any
other Covered Employees as a Participant in such period or in any other period.
 
      9.3 Procedures with Respect to Performance-Based Awards. To the extent
necessary to comply with the Qualified Performance-Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any Award
granted under Articles 6 and 8 which may be granted to one or more Covered
Employees, no later than ninety (90) days following the commencement of any
fiscal year in question or any other designated fiscal period or period of
service (or such other time as may be required or permitted by Section 162(m) of
the Code), the Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the Performance
Period, (c) establish the Performance Goals, and amounts of such Awards, as
applicable, which may be earned for such Performance Period, and (d) specify the
relationship between Performance Criteria and the Performance Goals and the
amounts of such Awards, as applicable, to be earned by each Covered Employee for
such Performance Period. Following the completion of each Performance Period,
the Committee shall certify in writing whether the applicable Performance Goals
have been achieved for such Performance Period. In determining the amount earned
by a Covered Employee, the Committee shall have the right to reduce or eliminate
(but not to increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period.
 
      9.4 Payment of Performance-Based Awards. Unless otherwise provided in the
applicable Award Agreement, a Participant must be employed by the Company or a
Subsidiary on the day a Performance-Based Award for such Performance Period is
paid to the Participant. Furthermore, a Participant shall be eligible to receive
payment pursuant to a Performance-Based Award for a Performance Period only if
the Performance Goals for such period are achieved. In determining the amount
earned under a Performance-Based Award, the Committee may reduce or eliminate
the amount of the Performance-Based Award earned for the Performance Period, if
in its sole and absolute discretion, such reduction or elimination is
appropriate.
 
      9.5 Additional Limitations. Notwithstanding any other provision of the
Plan, any Award which is granted to a Covered Employee and is intended to
constitute Qualified Performance-Based Compensation shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based
 
                                      -14-
<PAGE>
 
compensation as described in Section 162(m)(4)(C) of the Code, and the Plan
shall be deemed amended to the extent necessary to conform to such requirements.
 
                                   ARTICLE 10
 
                         PROVISIONS APPLICABLE TO AWARDS
 
      10.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan
may, in the discretion of the Committee, be granted either alone, in addition
to, or in tandem with, any other Award granted pursuant to the Plan. Awards
granted in addition to or in tandem with other Awards may be granted either at
the same time as or at a different time from the grant of such other Awards.
 
      10.2 Award Agreement. Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include the term of an Award, the provisions applicable in the event
the Participant's employment or service terminates, and the Company's authority
to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an
Award.
 
      10.3 Limits on Transfer. No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or a Subsidiary. Except as otherwise provided by the Committee, no Award
shall be assigned, transferred, or otherwise disposed of by a Participant other
than by will or the laws of descent and distribution. The Committee by express
provision in the Award or an amendment thereto may permit an Award (other than
an Incentive Stock Option) to be transferred to, exercised by and paid to
certain persons or entities related to the Participant, including but not
limited to members of the Participant's family, charitable institutions, or
trusts or other entities whose beneficiaries or beneficial owners are members of
the Participant's family and/or charitable institutions, or to such other
persons or entities as may be expressly approved by the Committee, pursuant to
such conditions and procedures as the Committee may establish. Any permitted
transfer shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax
planning purposes (or to a "blind trust" in connection with the Participant's
termination of employment or service with the Company or a Subsidiary to assume
a position with a governmental, charitable, educational or similar non-profit
institution) and on a basis consistent with the Company's lawful issue of
securities.
 
      10.4 Beneficiaries. Notwithstanding Section 10.3, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person other than the
 
                                      -15-
<PAGE>
 
Participant's spouse as his or her beneficiary with respect to more than 50% of
the Participant's interest in the Award shall not be effective without the prior
written consent of the Participant's spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person
entitled thereto pursuant to the Participant's will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
filed with the Committee.
 
      10.5 Stock Certificates; Book Entry Procedures.
 
            (a) Notwithstanding anything herein to the contrary, the Company
shall not be required to issue or deliver any certificates evidencing shares of
Stock pursuant to the exercise of any Award, unless and until the Board has
determined, with advice of counsel, that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Stock are listed or traded. All Stock certificates delivered
pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign jurisdiction, securities or other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate to reference restrictions applicable
to the Stock. In addition to the terms and conditions provided herein, the Board
may require that a Participant make such reasonable covenants, agreements, and
representations as the Board, in its discretion, deems advisable in order to
comply with any such laws, regulations, or requirements. The Committee shall
have the right to require any Participant to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including
a window-period limitation, as may be imposed in the discretion of the
Committee.
 
            (b) Notwithstanding any other provision of the Plan, unless
otherwise determined by the Committee or required by any applicable law, rule or
regulation, the Company shall not deliver to any Participant certificates
evidencing shares of Stock issued in connection with any Award and instead such
shares of Stock shall be recorded in the books of the Company (or, as
applicable, its transfer agent or stock plan administrator).
 
      10.6 Paperless Exercise. In the event that the Company establishes, for
itself or using the services of a third party, an automated system for the
exercise of Awards, such as a system using an internet website or interactive
voice response, then the paperless exercise of Awards by a Participant may be
permitted through the use of such an automated system.
 
                                   ARTICLE 11
 
                          CHANGES IN CAPITAL STRUCTURE
 
      11.1 Adjustments. In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of
Company assets to stockholders, or any other change affecting the shares of
Stock or the share price of the Stock, the Committee shall make such
proportionate adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such
 
                                      -16-
<PAGE>
 
change with respect to (a) the aggregate number and kind of shares that may be
issued under the Plan (including, but not limited to, adjustments of the
limitations in Sections 3.1 and 3.3); (b) the terms and conditions of any
outstanding Awards (including, without limitation, any applicable performance
targets or criteria with respect thereto); and (c) the grant or exercise price
per share for any outstanding Awards under the Plan. Any adjustment affecting an
Award intended as Qualified Performance-Based Compensation shall be made
consistent with the requirements of Section 162(m) of the Code.
 
      11.2 Change in Control. In the event of any transaction or event described
in Section 11.1 or any unusual or nonrecurring transactions or events affecting
the Company, any affiliate of the Company, or the financial statements of the
Company or any affiliate, or of changes in applicable laws, regulations or
accounting principles, the Committee, in its sole and absolute discretion, and
on such terms and conditions as it deems appropriate, either by the terms of the
Award or by action taken prior to the occurrence of such transaction or event
and either automatically or upon the Participant's request, is hereby authorized
to take any one or more of the following actions whenever the Committee
determines that such action is appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to any Award under the Plan, to facilitate such
transactions or events or to give effect to such changes in laws, regulations or
principles:
 
                  (i) To provide for either (A) termination of any such Award in
exchange for an amount of cash, if any, equal to the amount that would have been
attained upon the exercise of such Award or realization of the Participant's
rights (and, for the avoidance of doubt, if as of the date of the occurrence of
the transaction or event described in this Section 11.2 the Committee determines
in good faith that no amount would have been attained upon the exercise of such
Award or realization of the Participant's rights, then such Award may be
terminated by the Company without payment) or (B) the replacement of such Award
with other rights or property selected by the Committee in its sole discretion;
 
                  (ii) To provide that such Award be assumed by the successor or
survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or
survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices;
 
                  (iii) To make adjustments in the number and type of shares of
Common Stock (or other securities or property) subject to outstanding Awards,
and in the number and kind of outstanding Restricted Stock or Deferred Stock
and/or in the terms and conditions of (including the grant or exercise price),
and the criteria included in, outstanding options, rights and awards and
options, rights and awards which may be granted in the future;
 
                  (iv) To provide that such Award shall be exercisable or
payable or fully vested with respect to all shares covered thereby,
notwithstanding anything to the contrary in the Plan or the applicable Award
Agreement; and
 
                  (v) To provide that the Award cannot vest, be exercised or
become payable after such event.
 
                                      -17-
<PAGE>
 
      11.3 Acceleration Upon a Change in Control. Notwithstanding Section 11.2,
and except as may otherwise be provided in any applicable Award Agreement or
other written agreement entered into between the Company and a Participant, if a
Change in Control occurs and a Participant's Awards are not converted, assumed,
or replaced by a successor entity, then immediately prior to the Change in
Control such Awards shall become fully exercisable and all forfeiture
restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change
in Control, the Committee may cause any and all Awards outstanding hereunder to
terminate at a specific time in the future, including but not limited to the
date of such Change in Control, and shall give each Participant the right to
exercise such Awards during a period of time as the Committee, in its sole and
absolute discretion, shall determine.
 
      11.4 Outstanding Awards - Certain Mergers. Subject to any required action
by the stockholders of the Company, in the event that the Company shall be the
surviving corporation in any merger or consolidation (except a merger or
consolidation as a result of which the holders of shares of Stock receive
securities of another corporation), each Award outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities that a
holder of the number of shares of Stock subject to such Award would have
received in such merger or consolidation.
 
      11.5 Outstanding Awards - Other Changes. In the event of any other change
in the capitalization of the Company or corporate change other than those
specifically referred to in this Article 11, the Committee may, in its absolute
discretion, make such adjustments in the number and kind of shares or other
securities subject to Awards outstanding on the date on which such change occurs
and in the per share grant or exercise price of each Award as the Committee may
consider appropriate to prevent dilution or enlargement of rights.
 
      11.6 No Other Rights. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee
under the Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Stock subject to an Award or the grant or exercise price of any Award.
 
                                   ARTICLE 12
 
                                 ADMINISTRATION
 
      12.1 Committee. Unless and until the Board delegates administration of the
Plan to a Committee as set forth below, the Plan shall be administered by the
full Board, and for such purposes the term "Committee" as used in this Plan
shall be deemed to refer to the Board. The Board, at its discretion or as
otherwise necessary to comply with the requirements of Section 162(m) of the
Code, Rule 16b-3 promulgated under the Exchange Act or to the extent required by
any other applicable rule or regulation, shall delegate administration of the
Plan to a Committee. The Committee shall consist solely of two or more members
of the Board each of
 
                                      -18-
<PAGE>
 
whom is (a) an "outside director," within the meaning of Section 162(m) of the
Code, (b) a Non-Employee Director and (c) an "independent director" under the
rules of NASDAQ (or other principal securities market on which shares of Stock
are traded). Notwithstanding the foregoing: (x) the full Board, acting by a
majority of its members in office, shall conduct the general administration of
the Plan with respect to all Awards granted to Independent Directors and for
purposes of such Awards the term "Committee" as used in this Plan shall be
deemed to refer to the Board and (y) the Committee may delegate its authority
hereunder to the extent permitted by Section 12.5. Appointment of Committee
members shall be effective upon acceptance of appointment. In its sole
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under the Plan except with respect to matters
which under Rule 16b-3 under the Exchange Act or Section 162(m) of the Code, or
any regulations or rules issued thereunder, are required to be determined in the
sole discretion of the Committee. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee may only be
filled by the Board.
 
      12.2 Action by the Committee. A majority of the Committee shall constitute
a quorum. The acts of a majority of the members present at any meeting at which
a quorum is present, and acts approved in writing by a majority of the Committee
in lieu of a meeting, shall be deemed the acts of the Committee. Each member of
the Committee is entitled to, in good faith, rely or act upon any report or
other information furnished to that member by any officer or other employee of
the Company or any Subsidiary, the Company's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan.
 
      12.3 Authority of Committee. Subject to any specific designation in the
Plan, the Committee has the exclusive power, authority and discretion to:
 
            (a) Designate Participants to receive Awards;
 
            (b) Determine the type or types of Awards to be granted to each
Participant;
 
            (c) Determine the number of Awards to be granted and the number of
shares of Stock to which an Award will relate;
 
            (d) Determine the terms and conditions of any Award granted pursuant
to the Plan, including, but not limited to, the exercise price, grant price, or
purchase price, any reload provision, any restrictions or limitations on the
Award, any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any provisions
related to non-competition and recapture of gain on an Award, based in each case
on such considerations as the Committee in its sole discretion determines;
provided, however, that the Committee shall not have the authority to accelerate
the vesting or waive the forfeiture of any Performance-Based Awards;
 
            (e) Determine whether, to what extent, and pursuant to what
circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Stock, other Awards, or other property, or an Award may be
canceled, forfeited, or surrendered;
 
            (f) Prescribe the form of each Award Agreement, which need not be
identical
 
                                      -19-
<PAGE>
 
for each Participant;
 
            (g) Decide all other matters that must be determined in connection
with an Award;
 
            (h) Establish, adopt, or revise any rules and regulations as it may
deem necessary or advisable to administer the Plan;
 
            (i) Interpret the terms of, and any matter arising pursuant to, the
Plan or any Award Agreement; and
 
            (j) Make all other decisions and determinations that may be required
pursuant to the Plan or as the Committee deems necessary or advisable to
administer the Plan.
 
      12.4 Decisions Binding. The Committee's interpretation of the Plan, any
Awards granted pursuant to the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.
 
      12.5 Delegation of Authority. To the extent permitted by applicable law,
the Committee may from time to time delegate to a committee of one or more
members of the Board or one or more officers of the Company the authority to
grant or amend Awards to Participants other than (a) senior executives of the
Company who are subject to Section 16 of the Exchange Act, (b) Covered
Employees, or (c) officers of the Company (or members of the Board) to whom
authority to grant or amend Awards has been delegated hereunder. Any delegation
hereunder shall be subject to the restrictions and limits that the Committee
specifies at the time of such delegation, and the Committee may at any time
rescind the authority so delegated or appoint a new delegatee. At all times, the
delegatee appointed under this Section 12.5 shall serve in such capacity at the
pleasure of the Committee.
 
                                   ARTICLE 13
 
                          EFFECTIVE AND EXPIRATION DATE
 
      13.1 Effective Date. The Plan is effective as of the date the Plan is
approved by the Company's stockholders (the "Effective Date"). The Plan will be
deemed to be approved by the stockholders if it receives the affirmative vote of
the holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting duly held in accordance with the
applicable provisions of the Company's Bylaws.
 
      13.2 Expiration Date. The Plan will expire on, and no Award may be granted
pursuant to the Plan after the tenth anniversary of the Effective Date. Any
Awards that are outstanding on the tenth anniversary of the Effective Date shall
remain in force according to the terms of the Plan and the applicable Award
Agreement.
 
                                      -20-
<PAGE>
 
                                   ARTICLE 14
 
                    AMENDMENT, MODIFICATION, AND TERMINATION
 
      14.1 Amendment, Modification, and Termination. Subject to Section 15.14,
with the approval of the Board, at any time and from time to time, the Committee
may terminate, amend or modify the Plan; provided, however, that (a) to the
extent necessary and desirable to comply with any applicable law, regulation, or
stock exchange rule, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required, and (b) stockholder
approval is required for any amendment to the Plan that (i) increases the number
of shares available under the Plan (other than any adjustment as provided by
Article 11), (ii) permits the Committee to grant Options with an exercise price
that is below Fair Market Value on the date of grant, or (iii) permits the
Committee to extend the exercise period for an Option beyond ten years from the
date of grant or (iv) results in a material increase in benefits or a change in
eligibility requirements. Notwithstanding any provision in this Plan to the
contrary, absent approval of the stockholders of the Company, no Option may be
amended to reduce the per share exercise price of the shares subject to such
Option below the per share exercise price as of the date the Option is granted
and, except as permitted by Article 11, no Option may be granted in exchange
for, or in connection with, the cancellation or surrender of an Option having a
higher per share exercise price.
 
      14.2 Awards Previously Granted. Except with respect to amendments made
pursuant to Section 15.14, no termination, amendment, or modification of the
Plan shall adversely affect in any material way any Award previously granted
pursuant to the Plan without the prior written consent of the Participant.
 
                                   ARTICLE 15
 
                               GENERAL PROVISIONS
 
      15.1 No Rights to Awards. No Eligible Individual, Participant, or other
person shall have any claim to be granted any Award pursuant to the Plan, and
neither the Company nor the Committee is obligated to treat Eligible
Individuals, Participants or any other persons uniformly.
 
      15.2 No Stockholders Rights. Except as otherwise provided herein, a
Participant shall have none of the rights of a stockholder with respect to
shares of Stock covered by any Award until the Participant becomes the record
owner of such shares of Stock.
 
      15.3 Withholding. The Company or any Subsidiary shall have the authority
and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local and foreign taxes
(including the Participant's employment tax obligations) required by law to be
withheld with respect to any taxable event concerning a Participant arising as a
result of this Plan. The Committee may in its discretion and in satisfaction of
the foregoing requirement allow a Participant to elect to have the Company
withhold shares of Stock otherwise issuable under an Award (or allow the return
of shares of Stock) having a Fair Market Value equal to the sums required to be
withheld. Notwithstanding any other provision of the Plan, the number of shares
of Stock which may be withheld with
 
                                      -21-
<PAGE>
 
respect to the issuance, vesting, exercise or payment of any Award (or which may
be repurchased from the Participant of such Award within six months (or such
other period as may be determined by the Committee) after such shares of Stock
were acquired by the Participant from the Company) in order to satisfy the
Participant's federal, state, local and foreign income and payroll tax
liabilities with respect to the issuance, vesting, exercise or payment of the
Award shall be limited to the number of shares which have a Fair Market Value on
the date of withholding or repurchase equal to the aggregate amount of such
liabilities based on the minimum statutory withholding rates for federal, state,
local and foreign income tax and payroll tax purposes that are applicable to
such supplemental taxable income.
 
      15.4 No Right to Employment or Services. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Company or
any Subsidiary to terminate any Participant's employment or services at any
time, nor confer upon any Participant any right to continue in the employ or
service of the Company or any Subsidiary.
 
      15.5 Unfunded Status of Awards. The Plan is intended to be an "unfunded"
plan for incentive compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.
 
      15.6 Indemnification. To the extent allowable pursuant to applicable law,
each member of the Committee or of the Board shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to act pursuant to the Plan and against and from any and all amounts paid by him
or her in satisfaction of judgment in such action, suit, or proceeding against
him or her; provided he or she gives the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled pursuant to the Company's Certificate of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.
 
      15.7 Relationship to other Benefits. No payment pursuant to the Plan shall
be taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.
 
      15.8 Expenses. The expenses of administering the Plan shall be borne by
the Company and its Subsidiaries.
 
      15.9 Titles and Headings. The titles and headings of the Sections in the
Plan are for convenience of reference only and, in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.
 
                                      -22-
<PAGE>
 
      15.10 Fractional Shares. No fractional shares of Stock shall be issued and
the Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional shares or whether such fractional shares shall be eliminated
by rounding up or down as appropriate.
 
      15.11 Limitations Applicable to Section 16 Persons. Notwithstanding any
other provision of the Plan, the Plan, and any Award granted or awarded to any
Participant who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3
under the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, the Plan and Awards
granted or awarded hereunder shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.
 
      15.12 Government and Other Regulations. The obligation of the Company to
make payment of awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by government agencies as
may be required. The Company shall be under no obligation to register pursuant
to the Securities Act, as amended, any of the shares of Stock paid pursuant to
the Plan. If the shares paid pursuant to the Plan may in certain circumstances
be exempt from registration pursuant to the Securities Act, as amended, the
Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.
 
      15.13 Governing Law. The Plan and all Award Agreements shall be construed
in accordance with and governed by the laws of the State of Delaware.
 
      15.14 Section 409A. To the extent that the Committee determines that any
Award granted under the Plan is subject to Section 409A of the Code, the Award
Agreement evidencing such Award shall incorporate the terms and conditions
required by Section 409A of the Code. To the extent applicable, the Plan and
Award Agreements shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the Effective Date. Notwithstanding any
provision of the Plan to the contrary, in the event that following the Effective
Date the Committee determines that any Award may be subject to Section 409A of
the Code and related Department of Treasury guidance (including such Department
of Treasury guidance as may be issued after the Effective Date), the Committee
may adopt such amendments to the Plan and the applicable Award Agreement or
adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, that the
Committee determines are necessary or appropriate to (a) exempt the Award from
Section 409A of the Code and/or preserve the intended tax treatment of the
benefits provided with respect to the Award, or (b) comply with the requirements
of Section 409A of the Code and related Department of Treasury guidance.
 
                                      -23-
<PAGE>
 
                                    * * * * *
 
      I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of DealerTrack Holdings, Inc. on May 26, 2005.
 
                                    * * * * *
 
      I hereby certify that the foregoing Plan was approved by the stockholders
of DealerTrack Holdings, Inc. on May 26, 2005.
 
                                        ________________________________________
                                           Eric D. Jacobs, Corporate Secretary
 
                                      -24-
</TEXT>
</DOCUMENT>