ANNEX A
 
 
                               ENZO BIOCHEM, INC.
                     2005 EQUITY COMPENSATION INCENTIVE PLAN
 
  as Amended and Restated by the Board of Directors, effective October 31, 2005
 
1.       PURPOSE
 
         The Enzo Biochem, Inc. 2005 Equity Compensation Incentive Plan is
intended to promote the best interests of Enzo Biochem, Inc. (the "Company") and
its shareholders by (i) assisting the Company and its Subsidiaries in the
recruitment and retention of persons with ability and initiative, (ii) providing
an incentive to such persons to contribute to the growth and success of the
businesses of the Company and its Subsidiaries by affording such persons equity
participation in the Company and (iii) associating the interests of such persons
with those of the Company and its Subsidiaries and shareholders.
 
2.       DEFINITIONS
 
         As used in the Plan the following definitions shall apply:
 
         "AWARD" means any Option, Restricted Stock Award or Restricted Stock
Unit Award granted hereunder.
 
         "BOARD" means the Board of Directors of the Company.
 
         "CAUSE" means in the case where the Participant does not have an
employment, consulting or similar agreement in effect with the Company or its
Subsidiaries or where there is such an agreement but it does not define "cause"
(or words of like import), conduct related to the Participant's service to the
Company or a Subsidiary for which either criminal or civil penalties against the
Participant may be sought, misconduct, insubordination, material violation of
the Company's or its Subsidiaries policies, disclosing or misusing any
confidential information or material concerning the Company or any Subsidiary or
material breach of any employment, consulting agreement, non-competition,
non-solicitation or confidentiality agreement or similar agreement, or in the
case where the Participant has an employment agreement, consulting agreement or
similar agreement that defines a termination for "cause" (or words of like
import), "cause" as defined in such agreement; provided, however, that with
regard to any agreement that defines "cause" on occurrence of or in connection
with change of control, such definition of "cause" shall not apply until a
change of control actually occurs and then only with regard to a termination
thereafter.
 
         "CODE" means the Internal Revenue Code of 1986, and any amendments
thereto.
 
         "COMMITTEE" means the Compensation Committee of the Board acting as
administrator of the Plan pursuant to Section 3 hereof. The Committee shall
consist solely of three (3) or more Directors who are (i) Non-Employee Directors
(within the meaning of Rule 16b-3 under the Exchange Act) for purposes of
exercising administrative authority with respect to Awards granted to Eligible
Persons who are subject to Section 16 of the Exchange Act; (ii) to the extent
required by the rules of the New York Stock Exchange, "independent" within the
meaning of such rules; and (iii) at such times as an Award under the Plan by the
Company is subject to Section 162(m) of the Code (to the extent relief from the
limitation of Section 162(m) of the Code is sought with respect to Awards and
administration of the Awards by a committee of "outside directors" is required
to receive such relief) "outside directors" within the meaning of Section 162(m)
of the Code.
 
         "COMMON STOCK" means the common stock, $0.01 par value, of the Company.
 
         "COMPANY" means Enzo Biochem, Inc., a New York corporation.
 
         "CONSULTANT" means any person, other than an employee, performing
consulting or advisory services for the Company or any Subsidiary.
 
         "CONTINUOUS SERVICE" means that the Participant's service with the
Company or a Subsidiary, whether as an employee, Director or Consultant, is not
interrupted or terminated. A Participant's Continuous Service shall not
 
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be deemed to have been interrupted or terminated merely because of a change in
the capacity in which the Participant renders service to the Company or a
Subsidiary as an employee, Consultant or Director or a change in the entity for
which the Participant renders such service. The Participant's Continuous Service
shall be deemed to have terminated either upon an actual termination or upon the
entity for which the Participant is performing services ceasing to be a
Subsidiary of the Company. The Committee shall determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by the Company, including sick leave, military leave or any other
personal leave.
 
         "CORPORATION LAW" means the general corporation law of the jurisdiction
of incorporation of the Company.
 
         "COVERED EMPLOYEE" means an Eligible Person who is a "covered employee"
within the meaning of Section 162(m)(3) of the Code, or any successor provision
thereto.
 
         "DIRECTOR" means a member of the Board.
 
         "DISABILITY" means that a Participant covered by a Company or
Subsidiary-funded long term disability insurance program has incurred a total
disability under such insurance program and a Participant not covered by such an
insurance program has suffered a permanent and total disability within the
meaning of Section 22(e)(3) of the Code or any successor statute thereto.
 
         "DIVIDEND EQUIVALENT" means a right, granted to a Participant to
receive cash, Common Stock, other Awards or other property equal in value to
dividends paid with respect to a specified number of Common Stock, or other
periodic payments.
 
         "ELIGIBLE PERSON" means an employee, officer, Director or Consultant to
the Company or a Subsidiary (including an entity that becomes a Subsidiary after
the adoption of the Plan).
 
         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
 
         "FAIR MARKET VALUE" means, on any given date, the current fair market
value of the shares of Common Stock as determined as follows:
 
                  (i)      If the Common Stock is traded on the New York Stock
Exchange or is listed on a national securities exchange, the closing price for
the day of determination as quoted on such market or exchange which is the
primary market or exchange for trading of the Common Stock or if no trading
occurs on such date, the last day on which trading occurred, or such other
appropriate date as determined by the Committee in its discretion, as reported
in The Wall Street Journal or such other source as the Committee deems reliable;
 
                  (ii)     If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high and the low asked prices for the
Common Stock for the day of determination; or
 
                  (iii)    In the absence of an established market for the
Common Stock, Fair Market Value shall be determined by the Committee in good
faith.
 
         "INCENTIVE STOCK OPTION" means an Option (or portion thereof) intended
to qualify for special tax treatment under Section 422 of the Code.
 
         "NONQUALIFIED STOCK OPTION" means an Option (or portion thereof) which
is not intended or does not for any reason qualify as an Incentive Stock Option.
 
         "OPTION" means any option to purchase shares of Common Stock granted
under the Plan.
 
         "PARTICIPANT" means an Eligible Person who is selected by the Committee
to receive an Option, Restricted Stock Award or Restricted Stock Unit Award and
is party to any Stock Option Agreement, Restricted Stock Award
 
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Agreement or Restricted Stock Unit Award Agreement required by the terms of such
Option, Restricted Stock Award or Restricted Stock Unit Award.
 
         "PERFORMANCE PERIOD" means that period, if any, established by the
Committee at the time any Award that the Committee determines is to be subject
to the provisions of Section 9 hereof is granted during which any Performance
Objective as specified by the Committee with respect to such Award are to be
measured.
 
         "PLAN" means this Enzo Biochem, Inc. 2005 Equity Compensation Incentive
Plan.
 
         "RESTRICTED STOCK AWARD" means an award of Common Stock under Section
7.
 
         "RESTRICTED STOCK AWARD AGREEMENT" means a written agreement between
the Company and a Participant setting forth the specific terms and conditions of
a Restricted Stock Award granted to the Participant under Section 7. Each
Restricted Stock Award Agreement shall be subject to the terms and conditions of
the Plan and shall include such terms and conditions as the Committee shall
authorize.
 
         "RESTRICTED STOCK UNIT AWARD" means a right to receive Common Stock,
including Restricted Stock Awards, cash or a combination thereof, at the end of
a specified restricted period.
 
         "RESTRICTED STOCK UNIT AWARD AGREEMENT" means a written agreement
between the Company and a Participant setting the specific terms and conditions
of a Restricted Stock Unit Award granted to the Participant under Section 8.
Each Restricted Stock Unit Award Agreement shall be subject to the terms and
conditions of the Plan and shall include such terms and conditions as the
Committee shall authorize.
 
         "SECURITIES ACT" means the Securities Act of 1933 as amended.
 
         "STOCK OPTION AGREEMENT" means a written agreement between the Company
and a Participant setting forth the specific terms and conditions of an Option
granted to the Participant. Each Stock Option Agreement shall be subject to the
terms and conditions of the Plan and shall include such terms and conditions as
the Committee shall authorize.
 
         "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing at least fifty percent (50%) of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
 
         "TEN PERCENT OWNER" means any Eligible Person owning at the time an
Option is granted more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of a Subsidiary. An individual shall,
in accordance with Section 424(d) of the Code, be considered to own any voting
stock owned (directly or indirectly) by or for his brothers, sisters, spouse,
ancestors and lineal descendants and any voting stock owned (directly or
indirectly) by or for a corporation, partnership, estate, trust or other entity
shall be considered as being owned proportionately by or for its shareholders,
partners or beneficiaries.
 
3.       ADMINISTRATION
 
         A.       ADMINISTRATION. The Committee shall serve as the administrator
of the Plan. If permitted by the Corporation Law, and not prohibited by the
charter or the bylaws of the Company, the Committee may delegate a portion of
its authority to administer the Plan to an officer or officers of Company
designated by the Committee.
 
         B.       POWERS OF THE COMMITTEE. Subject to the provisions of the
Plan, and subject at all times to the terms and conditions of the delegation of
authority from the Board, the Committee shall have the authority to implement,
interpret and administer the Plan. Such authority shall include, without
limitation, the authority:
 
                  (i)      To construe and interpret all provisions of the Plan
and all Stock Option Agreements, Restricted Stock Award Agreements and
Restricted Stock Unit Award Agreements under the Plan.
 
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                  (ii)     To determine the Fair Market Value of Common Stock.
 
                  (iii)    To select the Eligible Persons to whom Awards are
granted from time-to-time hereunder.
 
                  (iv)     To determine the number of shares of Common Stock
covered by an Option, Restricted Stock Award or Restricted Stock Unit Award;
determine whether an Option shall be an Incentive Stock Option or Nonqualified
Stock Option; and determine such other terms and conditions, not inconsistent
with the terms of the Plan, of each Award. Such terms and conditions include,
but are not limited to, the exercise price of an Option, purchase price of
Common Stock subject to a Restricted Stock Award or Restricted Stock Unit Award,
the time or times when Options, Restricted Stock Awards or Restricted Stock Unit
Awards may be exercised or Common Stock issued, the right of the Company to
repurchase Common Stock issued pursuant to the exercise of an Option, or
pursuant to a Restricted Stock Award or Restricted Stock Unit Award, and other
restrictions or limitations (in addition to those contained in the Plan) on the
forfeitability or transferability of Options, Restricted Stock Awards,
Restricted Stock Unit Awards or Common Stock issued pursuant to Awards. Such
terms may include conditions as shall be determined by the Committee and need
not be uniform with respect to Participants.
 
                  (v)      To amend, cancel, extend, renew, accept the surrender
of, modify or accelerate the vesting of or lapse of restrictions on all or any
portion of an outstanding Option, Restricted Stock Award or Restricted Stock
Unit Award; and to determine the time at which a Restricted Stock Award,
Restricted Stock Unit Award or Common Stock issued under the Plan may become
transferable or nonforfeitable.
 
                  (vi)     To prescribe the forms of Stock Option Agreements,
Restricted Stock Award Agreements and Restricted Stock Unit Award Agreements; to
adopt policies and procedures for the exercise of Options, Restricted Stock
Awards and Restricted Stock Unit Awards, including the satisfaction of
withholding obligations; to adopt, amend, and rescind policies and procedures
pertaining to the administration of the Plan; and to make all other
determinations necessary or advisable for the administration of the Plan.
 
                  Any decision  made,  or action  taken,  by the Committee or in
connection with the  administration  of the Plan shall be final,  conclusive and
binding on all persons having an interest in the Plan.
 
4.       ELIGIBILITY
 
         A.       ELIGIBILITY FOR AWARDS. Incentive Stock Options may be granted
only to employees of the Company or Subsidiary. Other Awards may be granted to
any Eligible Person selected by the Committee.
 
         B.       SUBSTITUTION AWARDS. The Committee may make Restricted Stock
Awards, Restricted Stock Unit Awards and may grant Options under the Plan by
assumption, substitution or replacement of stock awards or stock options,
granted by another entity (including a Subsidiary), if such assumption,
substitution or replacement is in connection with an asset acquisition, stock
acquisition, merger, consolidation or similar transaction involving the Company
(and/or its Subsidiary) and such other entity (and/or its Subsidiary).
Notwithstanding any provision of the Plan (other than the maximum number of
shares of Common Stock that may be issued under the Plan), the terms of such
assumed, substituted or replaced Restricted Stock Awards, Restricted Stock Unit
Awards or Options shall be as the Committee, in its discretion, determines is
appropriate.
 
5.       COMMON STOCK SUBJECT TO PLAN
 
         A.       SHARE RESERVE AND LIMITATIONS ON GRANTS. Subject to adjustment
as provided in Section 10, the maximum aggregate number of shares of Common
Stock that may be (i) issued under the Plan pursuant to the exercise of Options,
(ii) issued pursuant to Restricted Stock Awards and (iii) issued pursuant to
Restricted Stock Unit Awards is 1,000,000 shares of Common Stock. No Participant
may receive Awards representing more than 200,000 shares in any one calendar
year. This limitation shall be applied as of any date by taking into account the
number of shares available to be made the subject of new Awards as of such date,
plus the number of shares previously issued under the Plan and the number of
shares subject to outstanding Awards as of such date.
 
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         B.       REVERSION OF SHARES. If an Option, Restricted Stock Award or
Restricted Stock Unit Award is terminated, expires or becomes unexercisable, in
whole or in part, for any reason, the unissued or unpurchased shares of Common
Stock which were subject thereto shall become available for future grant under
the Plan. Shares of Common Stock that have been actually issued under the Plan
shall not be returned to the share reserve for future grants under the Plan;
except that shares of Common Stock issued pursuant to a Restricted Stock Award
or Restricted Stock Unit Award which are repurchased or reacquired by the
Company at the original purchase price of such shares (including, in the case of
shares forfeited back to the Company, no purchase price), shall be returned to
the share reserve for future grant under the Plan. For avoidance of doubt, this
Section 5.B shall not apply to any per Participant limit set forth in Section
5.A.
 
         C.       SOURCE OF SHARES. Common Stock issued under the Plan may be
shares of authorized and unissued Common Stock or shares of previously issued
Common Stock that have been reacquired by the Company.
 
         D.       BOOK-ENTRY. Notwithstanding any other provision of the Plan to
the contrary, the Company may elect to satisfy any requirement under the Plan
for the delivery of stock certificates through the use of book-entry.
 
6.       OPTIONS
 
         A.       AWARD. In accordance with the provisions of Section 4, the
Committee will designate each Eligible Person to whom an Option is to be granted
and will specify the number of shares of Common Stock covered by such Option.
The Stock Option Agreement shall specify whether the Option is an Incentive
Stock Option or Nonqualified Stock Option, the vesting schedule applicable to
such Option and any other terms of such Option. No Option that is intended to be
an Incentive Stock Option shall be invalid for failure to qualify as an
Incentive Stock Option.
 
         B.       EXERCISE PRICE. The exercise price per share for Common Stock
subject to an Option shall be determined by the Committee, but shall comply with
the following:
 
                  (i)      The exercise price per share for Common Stock subject
to a Nonqualified Stock Option shall be not less than one hundred percent (100%)
of the Fair Market Value on the date of grant.
 
                  (ii)     The exercise price per share for Common Stock subject
to an Incentive Stock Option:
 
                           (1)      granted to a Participant who is deemed to be
a Ten Percent Owner on the date such option is granted, shall not be less than
one hundred ten percent (110%) of the Fair Market Value on the date of grant.
 
                           (2)      granted to any other Participant, shall not
be less than one hundred percent (100%) of the Fair Market Value on the date of
grant.
 
         C.       MAXIMUM OPTION PERIOD. The maximum period during which an
Option may be exercised shall be determined by the Committee on the date of
grant, except that no Option shall be exercisable after the expiration of ten
years from the date such Option was granted. In the case of an Incentive Stock
Option that is granted to a Participant who is or is deemed to be a Ten Percent
Owner on the date of grant, such Option shall not be exercisable after the
expiration of five years from the date of grant. The terms of any Option may
provide that it is exercisable for a period less than such maximum period.
 
         D.       MAXIMUM VALUE OF OPTIONS WHICH ARE INCENTIVE STOCK OPTIONS. To
the extent that the aggregate Fair Market Value of the Common Stock with respect
to which Incentive Stock Options granted to any person are exercisable for the
first time during any calendar year (under all stock option plans of the Company
or any of its Subsidiaries or parent) exceeds $100,000 (or such other amount
provided in Section 422 of the Code), the Options are not Incentive Stock
Options. For purposes of this Section, the Fair Market Value of the Common Stock
will be determined as of the time the Incentive Stock Option with respect to the
Common Stock is granted. This Section will be applied by taking Incentive Stock
Options into account in the order in which they are granted.
 
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         E.       NONTRANSFERABILITY. Options granted under the Plan which are
intended to be Incentive Stock Options shall be nontransferable except by will
or by the laws of descent and distribution and during the lifetime of the
Participant shall be exercisable by only the Participant to whom the Incentive
Stock Option is granted. If the Stock Option Agreement so provides or the
Committee so approves, a Nonqualified Stock Option may be transferred by a
Participant through a gift or domestic relations order to the Participant's
family members to the extent in compliance with applicable securities
registration rules. The holder of a Nonqualified Stock Option transferred
pursuant to this Section shall be bound by the same terms and conditions that
governed the Option during the period that it was held by the Participant;
provided that unless the Committee approves a subsequent transfer, such Option
shall be nontransferable by the initial transferee of such Option except by will
or by the laws of descent and distribution. Except to the extent transferability
of a Nonqualified Stock Option is provided for in the Stock Option Agreement or
is approved by the Committee, during the lifetime of the Participant to whom the
Nonqualified Stock Option is granted, such Option may be exercised only by the
Participant. No right or interest of a Participant in any Option shall be liable
for, or subject to, any lien, obligation, or liability of such Participant.
 
         F.       VESTING AND TERMINATION OF CONTINUOUS SERVICE. Except as
provided in a Stock Option Agreement, the following rules shall apply:
 
                  (i)      Options will vest as provided in the Stock Option
Agreement. An Option will be exercisable only to the extent that it is vested on
the date of exercise. Vesting of an Option will cease on the date of the
Participant's termination of Continuous Service and the Option will be
exercisable only to the extent the Option is vested on the date of termination
of Continuous Service.
 
                  (ii)     If the Participant's termination of Continuous
Service is for reason of death or Disability, the right to exercise the Option
(to the extent vested) will expire on the earlier of (a) one (1) year after the
date of the Participant's termination of Continuous Service, or (b) the
expiration date under the terms of the Stock Option Agreement. Until the
expiration date, the Participant or, in the event of the Participant's death
(including death after termination of Continuous Service but before the right to
exercise the Option expires) Participant's heirs, legatees or legal
representative may exercise the Option, except to the extent the Option was
previously transferred pursuant to Section 6.E.
 
                  (iii)    If the Participant's termination of Continuous
Service is an involuntary termination without Cause or a voluntary termination
(other than a voluntary termination described in Section 6.F(iv)), the right to
exercise the Option (to the extent that it is vested) will expire on the earlier
of (a) three (3) months after the date of the Participant's termination of
Continuous Service, or (b) the expiration date under the terms of the Stock
Option Agreement. If the Participant's termination of Continuous Service is an
involuntary termination without Cause or a voluntary termination (other than a
voluntary termination described in Section 6.F(iv)) and the Participant dies
after his or her termination of Continuous Service but before the right to
exercise the Option has expired, the right to exercise the Option (to the extent
vested) shall expire on the earlier of (x) one (1) year after the date of the
Participant's termination of Continuous Service or (y) the date the Option
expires under the terms of the Stock Option Agreement, and, until expiration,
the Participant's heirs, legatees or legal representative may exercise the
Option, except to the extent the Option was previously transferred pursuant to
Section 6.E.
 
                  (iv)     If the Participant's termination of Continuous
Service is for Cause or is a voluntary termination at any time after an event
which would be grounds for termination of the Participant's Continuous Service
for Cause, the right to exercise the Option shall expire as of the date of the
Participant's termination of Continuous Service.
 
         G.       EXERCISE. An Option, if exercisable, shall be exercised by
completion, execution and delivery of notice (written or electronic) to the
Company of the Option which states (i) the Option holder's intent to exercise
the Option, (ii) the number of shares of Common Stock with respect to which the
Option is being exercised, (iii) such other representations and agreements as
may be required by the Company and (iv) the method for satisfying any applicable
tax withholding as provided in Section 10. Such notice of exercise shall be
provided on such form or by such method as the Committee may designate, and
payment of the exercise price shall be made in accordance with Section 6.H.
Subject to the provisions of the Plan and the applicable Stock Option Agreement,
an Option may be exercised to the extent vested in whole at any time or in part
from time to time at such times and in compliance with such requirements as the
Committee shall determine. A partial exercise of an Option shall not affect the
right to
 
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exercise the Option from time to time in accordance with the Plan and the
applicable Stock Option Agreement with respect to the remaining shares subject
to the Option. An Option may not be exercised with respect to fractional shares
of Common Stock.
 
         H.       PAYMENT.
 
                  (i)      Unless otherwise provided by the Stock Option
Agreement, payment of the exercise price for an Option shall be made in cash or
a cash equivalent acceptable to the Committee. The Committee, in its discretion,
may permit payment of all or part of the exercise price of an Option to be made
(a) by surrendering shares of Common Stock to the Company, (b) by the
withholding of shares of Common Stock upon exercise of the Option, (c) if the
Common Stock is traded on an established securities market, payment of the
exercise price by a broker-dealer or by the Option holder with cash advanced by
the broker-dealer if the exercise notice is accompanied by the Option holder's
written irrevocable instructions to deliver the Common Stock acquired upon
exercise of the Option to the broker-dealer; or (d) in such other consideration
as the Committee deems appropriate, or by any combination of the foregoing.
 
                  (ii)     If Common Stock is used (or withheld) to pay all or
part of the exercise price, the sum of the cash or cash equivalent and the Fair
Market Value (determined as of the date of exercise) of the shares surrendered
must not be less than the exercise price of the shares for which the Option is
being exercised.
 
                  (iii)    On or after the date any Option [other than an
Incentive Stock Option] is granted, the Committee may determine that payment of
the exercise price may also be made in whole or part in the form of a Restricted
Stock Award or other Common Stock that is subject to a risk of forfeiture or
restrictions on transfer. Unless otherwise determined by the Committee, whenever
the exercise price is paid in whole or in part in accordance with this Section
6.H, the Stock received by the Participant upon such exercise shall be subject
to the same risks of forfeiture or restrictions on transfer as those that
applied to the consideration surrendered by the Participant, provided that such
risks of forfeiture and restrictions on transfer shall apply only to the same
number of shares received by the Participant as applied to the forfeitable or
restricted shares surrendered by the Participant.
 
         I.       NO REPRICING OF OPTIONS. The Committee may not without the
approval of the shareholders of the Company lower the exercise price of an
outstanding Option, whether by amending the exercise price of the outstanding
Option or through cancellation of the outstanding Option and reissuance of a
replacement or substitute Option; provided that shareholder approval shall not
be required for adjustments made in connection with a capitalization event
described in Section 10.B. in order to prevent enlargement, dilution or
diminishment of rights.
 
         J.       SHAREHOLDER RIGHTS. No Participant shall have any rights as a
shareholder with respect to shares subject to an Option until the date of
exercise of such Option and the certificate for shares of Common Stock to be
received on exercise of such Option has been issued by the Company.
 
         K.       DISPOSITION. A Participant shall notify the Company of any
sale or other disposition of Common Stock acquired pursuant to an Incentive
Stock Option if such sale or disposition occurs (i) within two years of the
grant of an Option or (ii) within one year of the issuance of the Common Stock
to the Participant. Such notice shall be in writing and directed to the
Secretary of the Company.
 
7.       RESTRICTED STOCK AWARDS
 
         Each Restricted Stock Award Agreement for a Restricted Stock Award
shall be in such form and shall contain such terms and conditions as the
Committee shall deem appropriate. The terms and conditions of the Restricted
Stock Award Agreements for Restricted Stock Awards may change from time to time,
and the terms and conditions of separate Restricted Stock Awards need not be
identical, but each Restricted Stock Award shall include (through incorporation
of the provisions hereof by references in the agreement or otherwise) the
substance of each of the following provisions:
 
         A.       PURCHASE PRICE. The Committee may establish a purchase price
for Common Stock subject to a Restricted Stock Award.
 
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         B.       CONSIDERATION. The purchase price, if any, of Common Stock
acquired pursuant to the Restricted Stock Award shall be paid either: (a) in
cash at the time of purchase, or (b) in any other form of legal consideration
that may be acceptable to the Committee in its discretion.
 
         C.       VESTING. Shares of Common Stock acquired under a Restricted
Stock Award may, but need not, be subject to a share repurchase option in favor
of the Company in accordance with a vesting schedule to be determined by the
Committee. Any grant or the vesting thereon may be further conditioned upon the
attainment of Performance Objectives established by the Committee, as defined in
Section 9 herein.
 
                  (i)      PARTICIPANT'S TERMINATION OF SERVICE OR FAILURE OF
VESTING. In the event of termination of a Participant's Continuous Service
before vesting or other failure of the Common Stock to vest, then, unless
otherwise provided in the Restricted Stock Award Agreement, the Participant
shall forfeit shares of Common Stock held by the Participant under the terms of
a Restricted Stock Award which have not vested and for which no purchase price
was paid by the Participant and the Company may repurchase or otherwise
reacquire (including by way of forfeiture by the Participant) any or all of the
shares of Common Stock held by the Participant which have not vested under the
terms of the Restricted Stock Award Agreement for such Restricted Stock Award
and for which a purchase price was paid by the Participant at the purchase price
paid by the Participant.
 
                  (ii)     TRANSFERABILITY. Rights to acquire shares of Common
Stock under a Restricted Stock Award shall be transferable by the Participant
only upon such terms and conditions as are set forth in the Restricted Stock
Award Agreement for such Restricted Stock Award, as the Committee shall
determine in its discretion, so long as Common Stock granted under the
Restricted Stock Award remains subject to the terms of the Restricted Stock
Award Agreement.
 
                  (iii)    ADDITIONAL RIGHTS. Any grant may require that any or
all dividends or other distributions paid on the shares acquired under a
Restricted Stock Award during the period of such restrictions be automatically
sequestered and reinvested on an immediate or deferred basis in additional
shares of Common Stock which may be subject to the same restrictions as the
underlying Award or such other restrictions as the Committee shall determine.
Unless provided otherwise in the Restricted Stock Award Agreement, Participants
holding shares of Common Stock subject to restrictions under a Restricted Stock
Award Agreement may exercise full voting rights with respect to the shares.
 
         D.       FORFEITURE. Except as otherwise determined by the Committee,
upon termination of a Participant's Continuous Service during the applicable
restricted period or portion thereof to which forfeiture conditions apply (as
provided in the Restricted Stock Award Agreement), the Participant's Restricted
Stock Award that is at that time subject to a risk of forfeiture that has not
lapsed or otherwise been satisfied shall be forfeited; provided that the
Committee may provide, by rule or regulation or in any Restricted Stock Award
Agreement, or may determine in any individual case, that forfeiture conditions
relating to a Restricted Stock Award shall be waived in whole or in part in the
event of terminations resulting from specified causes, and the Committee may in
other cases waive in whole or in part the forfeiture of any Restricted Stock
Award.
 
8.       RESTRICTED STOCK UNIT AWARDS.
 
         Each Restricted Stock Unit Award Agreement for a Restricted Stock Unit
Award shall be in such form and shall contain such terms and conditions as the
Committee shall deem appropriate. The terms and conditions of the Restricted
Stock Unit Award Agreements for Restricted Stock Unit Awards may change from
time to time, and the terms and conditions of separate Restricted Stock Unit
Awards need not be identical, but each Restricted Stock Unit Award shall include
(through incorporation of the provisions hereof by references in the agreement
or otherwise) the substance of each of the following provisions:
 
         A.       AWARD AND RESTRICTIONS. Satisfaction of a Restricted Stock
Unit Award shall occur upon expiration of the restricted period specified for
such Restricted Stock Unit Award by the Committee (or, if permitted by the
Committee, as elected by the Participant). In addition, a Restricted Stock Unit
Award shall be subject to such restrictions (which may include a risk of
forfeiture) as the Committee may impose, if any, which restrictions may lapse at
the expiration of the restricted period or at earlier specified times (including
based on achievement of Performance Objectives as defined in Section 9 herein
and/or future service requirements), separately or in
 
                                      A-8
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combination, in installments or otherwise, as the Committee may determine. A
Restricted Stock Unit Award may be satisfied by delivery of Common Stock, cash
equal to the Fair Market Value of the specified number of shares of Common Stock
covered by the Restricted Stock Unit Award, a combination thereof, as determined
by the Committee at the date of grant or thereafter. Prior to satisfaction of a
Restricted Stock Unit Award, a Restricted Stock Unit Award carries no voting or
dividend or other rights associated with Common Stock ownership.
 
         B.       FORFEITURE. Except as otherwise determined by the Committee,
upon termination of a Participant's Continuous Service during the applicable
restricted period or portion thereof to which forfeiture conditions apply (as
provided in the Restricted Stock Unit Award Agreement), the Participant's
Restricted Stock Unit Awards that is at that time subject to a risk of
forfeiture that has not lapsed or otherwise been satisfied shall be forfeited;
provided that the Committee may provide, by rule or regulation or in any
Restricted Stock Unit Award Agreement, or may determine in any individual case,
that forfeiture conditions relating to a Restricted Stock Unit Award shall be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part the
forfeiture of any Restricted Stock Unit Award.
 
         C.       DIVIDEND EQUIVALENTS. The Committee, in its discretion, may
grant Dividend Equivalents in conjunction with grants of Restricted Stock Unit
Awards. Unless otherwise determined by the Committee at date of grant, any
Dividend Equivalents that are granted with respect to any Restricted Stock Unit
Awards shall be either (A) paid with respect to such Restricted Stock Unit
Awards at the dividend payment date in cash or in Shares of unrestricted stock
having a Fair Market Value equal to the amount of such dividends, or (B)
deferred with respect to such Restricted Stock Unit Awards and the amount or
value thereof automatically deemed reinvested in additional Restricted Stock
Unit Awards, other Awards or other investment vehicles, as the Committee shall
determine or permit the Participant to elect.
 
         D.       TRANSFERABILITY. Rights to acquire shares of Common Stock
under a Restricted Stock Unit Award shall be transferable by the Participant
only upon such terms and conditions as are set forth in the Restricted Stock
Unit Award Agreement for such Restricted Stock Unit Award, as the Committee
shall determine in its discretion, so long as Common Stock granted under the
Restricted Stock Unit Award remains subject to the terms of the Restricted Stock
Award Unit Agreement.
 
9.       CODE SECTION 162(m) PROVISIONS.
 
         A.       COVERED EMPLOYEES. The Committee, in its discretion, may
determine at the time an Award is granted to an Eligible Person who is, or is
likely to be, as of the end of the tax year in which the Company would claim a
tax deduction in connection with such Award, a Covered Employee, that the
provisions of this Section 9 shall be applicable to such Award.
 
         B.       PERFORMANCE OBJECTIVES. If an Award is subject to this Section
9, then the lapsing of restrictions thereon and the distribution of cash, shares
or other property pursuant thereto, as applicable, shall be contingent upon
achievement of one or more performance objectives. Performance Objectives shall
meet the requirements of Section 162(m) of the Code and regulations thereunder
including the requirement that the level or levels of performance targeted by
the Committee result in the achievement of performance goals being
"substantially uncertain." One or more of the following business criteria for
the Company, on a consolidated basis, and/or a Subsidiary, or for business or
geographical units of the Company and/or a Subsidiary (except with respect to
the total shareholder return and earnings per share criteria), shall be used by
the Committee in establishing performance objectives for such Awards: (1)
earnings per share; (2) revenues or margins; (3) cash flow; (4) operating
margin; (5) return on net assets, investment, capital, or equity; (6) economic
value added; (7) direct contribution; (8) net income; pretax earnings; earnings
before interest and taxes; earnings before interest, taxes, depreciation and
amortization; earnings after interest expense and before extraordinary or
special items; operating income; income before interest income or expense,
unusual items and income taxes, local, state or federal and excluding budgeted
and actual bonuses which might be paid under any ongoing bonus plans of the
Company; (9) working capital; (10) management of fixed costs or variable costs;
(11) identification or consummation of investment opportunities or completion of
specified projects in accordance with corporate business plans, including
strategic mergers, acquisitions or divestitures; (12) total shareholder return;
and (13) debt reduction. Any of the above goals may be determined on an absolute
or relative basis or as compared to the performance of a published or special
index deemed applicable by the Committee including, but not limited to, the
Standard & Poor's 500 Stock Index or a
 
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<PAGE>
 
group of companies that are comparable to the Company. The Committee shall
exclude the impact of an event or occurrence which the Committee determines
should appropriately be excluded, including without limitation (i)
restructurings, discontinued operations, extraordinary items, and other unusual
or non-recurring charges, (ii) an event either not directly related to the
operations of the Company or not within the reasonable control of the Company's
management, or (iii) a change in accounting standards required by generally
accepted accounting principles.
 
         C.       PERFORMANCE PERIOD; TIMING FOR ESTABLISHING PERFORMANCE GOALS.
Achievement of Performance Objectives in respect of any applicable Award shall
be measured over a Performance Period no shorter than 12 months and no longer
than five years, as specified by the Committee. Performance Objectives shall be
established not later than 90 days after the beginning of any Performance Period
applicable to such Awards, or at such other date as may be required or permitted
for "performance-based compensation" under Code Section 162(m).
 
         D.       ADJUSTMENTS. The Committee may, in its discretion, reduce the
amount of a settlement otherwise to be made in connection with Awards subject to
this Section 9, but may not exercise discretion to increase any such amount
payable to a Covered Employee in respect of an Award subject to this Section 9.
The Committee shall specify the circumstances in which such Awards shall be paid
or forfeited in the event of termination of Continuous Service by the
Participant prior to the end of a Performance Period or settlement of Awards.
 
         E.       COMMITTEE CERTIFICATION. No Participant shall receive any
payment under the Plan unless the Committee has certified, by resolution or
other appropriate action in writing, that the performance criteria and any other
material terms previously established by the Committee or set forth in the Plan,
have been satisfied to the extent necessary to qualify as "performance based
compensation" under Code Section 162(m).
 
10.      CHANGES IN CAPITAL STRUCTURE
 
         A.       NO LIMITATIONS OF RIGHTS. The existence of outstanding
Options, Restricted Stock Awards, or Restricted Stock Unit Awards shall not
affect in any way the right or power of the Company or its shareholders to make
or authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
 
         B.       CHANGES IN CAPITALIZATION. If the Company shall effect (i) any
stock dividend, stock split, subdivision or consolidation of shares,
recapitalization or other capital readjustment, (ii) any merger consolidation,
separation of the Company (including a spin-off or split-up), reorganization,
partial or complete liquidation or other distribution of assets (other than
ordinary dividends or distributions) without receiving consideration therefore
in money, services or property, or (iii) any other corporate transaction having
a similar effect, then (iv) the number, class, and per share price or base
amount of shares of Common Stock subject to outstanding Options, Restricted
Stock Awards and Restricted Stock Unit Awards shall be equitably adjusted by the
Committee as it in good faith determines is required in order to prevent
enlargement, dilution, or diminishment of rights, (v) the number and class of
shares of Common Stock then reserved for issuance under the Plan and the maximum
number of shares for which Awards may be granted to a Participant during a
specified time period shall be adjusted as the Committee deems appropriate to
reflect such transaction, and (vi) the Committee shall make such modifications
to the Performance Objectives for each outstanding applicable Award as the
Committee determines are appropriate in accordance with Section 9. The
conversion of convertible securities of the Company shall not be treated as
effected "without receiving consideration." The Committee shall make such
adjustments, and its determinations shall be final, binding and conclusive.
 
         C.       MERGER, CONSOLIDATION OR ASSET SALE. If the Company (i) is
dissolved, liquidated, merged or consolidated with another entity, (ii) sells or
otherwise disposes of substantially all of its assets to another entity or (iii)
engages in any transaction (including without limitation a merger or
reorganization in which the Company is the surviving entity) that results in any
person or entity (other than persons who are shareholders or Subsidiaries
immediately prior to the transaction) owning fifty percent (50%) or more of the
combined voting power of all classes of stock of the Company, while Options,
Restricted Stock Awards or Restricted Stock Unit Awards remain
 
                                      A-10
<PAGE>
 
outstanding under the Plan, unless provisions are made in connection with such
transaction for the continuance of the Plan and/or the assumption or
substitution of such Options, Restricted Stock Awards or Restricted Stock Unit
Awards with new options, stock awards or stock unit awards covering the stock of
the successor entity, or parent or Subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices, then all outstanding
Options, Restricted Stock Awards and Restricted Stock Unit Awards which have not
been continued, assumed or for which a substituted award has not been granted
shall become exercisable immediately prior to and terminate immediately as of
the effective date of any such merger, consolidation, sale, or other applicable
transaction. In the alternative, the Board may elect, in its sole discretion, to
cancel any outstanding Options, Restricted Stock Awards and Restricted Stock
Unit Awards and pay or deliver, or cause to be paid or delivered, to the holder
thereof an amount in cash or securities having a value (as determined by the
Board acting in good faith), in the case of Restricted Stock Awards and
Restricted Stock Unit Awards, equal to the formula or fixed price per share paid
to holders of shares of Stock and, in the case of Options, equal to the product
of the number of shares of Stock subject to the Option multiplied by the amount,
if any, by which (A) the formula or fixed price per share paid to holders of
shares of Stock pursuant to such transaction exceeds (B) the exercise price
applicable to such Option.
 
         D.       LIMITATION ON ADJUSTMENT. Except as previously expressly
provided, neither the issuance by the Company of shares of stock of any class,
or securities convertible into shares of stock of any class, for cash or
property, or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities, nor
the increase or decrease of the number of authorized shares of stock, nor the
addition or deletion of classes of stock, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number, class or price of
shares of Common Stock then subject to outstanding Options, Restricted Stock
Awards or Restricted Stock Unit Awards.
 
11.      WITHHOLDING OF TAXES
 
         The Company or a Subsidiary shall have the right, before any
certificate for any Common Stock is delivered, to deduct or withhold from any
payment owed to a Participant any amount that is necessary in order to satisfy
any withholding requirement that the Company or Subsidiary in good faith
believes is imposed upon it in connection with Federal, state, or local taxes,
including transfer taxes, as a result of the issuance of, or lapse of
restrictions on, such Common Stock, or otherwise require such Participant to
make provision for payment of any such withholding amount. Subject to such
conditions as may be established by the Committee, the Committee may permit a
Participant to (i) have Common Stock otherwise issuable under an Option,
Restricted Stock Award or Restricted Stock Unit Award withheld to the extent
necessary to comply with minimum statutory withholding rate requirements for
supplemental income, (ii) tender back to the Company shares of Common Stock
received pursuant to an Option, Restricted Stock Award or Restricted Stock Unit
Award to the extent necessary to comply with minimum statutory withholding rate
requirements for supplemental income, (iii) deliver to the Company previously
acquired Common Stock, (iv) have funds withheld from payments of wages, salary
or other cash compensation due the Participant, or (v) pay the Company or its
Subsidiary in cash, in order to satisfy part or all of the obligations for any
taxes required to be withheld or otherwise deducted and paid by the Company or
its Subsidiary with respect to the Option, Restricted Stock Award or Restricted
Stock Unit Award.
 
12.      COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
 
         A.       GENERAL REQUIREMENTS. No Option, Restricted Stock Award or
Restricted Stock Unit Award shall be exercisable, no Common Stock shall be
issued, no certificates for shares of Common Stock shall be delivered, and no
payment shall be made under the Plan except in compliance with all applicable
federal and state laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the Company is a
party, and the rules of all domestic stock exchanges or quotation systems on
which the Company's shares may be listed. The Company shall have the right to
rely on an opinion of its counsel as to such compliance. Any share certificate
issued to evidence Common Stock when a Restricted Stock Award or Restricted
Stock Unit Award is granted or for which an Option, Restricted Stock Award or
Restricted Stock Unit Award is exercised may bear such legends and statements as
the Committee may deem advisable to assure compliance with federal and state
laws and regulations. No Option, Restricted Stock Award or Restricted Stock Unit
Award shall be exercisable, no Restricted Stock Award or Restricted Stock Unit
Award shall be granted, no Common Stock shall be issued, no certificate for
shares shall be delivered, and no payment shall be made under the Plan until the
Company has
 
                                      A-11
<PAGE>
 
obtained such consent or approval as the Committee may deem advisable from
regulatory bodies having jurisdiction over such matters.
 
         B.       PARTICIPANT REPRESENTATIONS. The Committee may require that a
Participant, as a condition to receipt or exercise of a particular award,
execute and deliver to the Company a written statement, in form satisfactory to
the Committee, in which the Participant represents and warrants that the shares
are being acquired for such person's own account, for investment only and not
with a view to the resale or distribution thereof. The Participant shall, at the
request of the Committee, be required to represent and warrant in writing that
any subsequent resale or distribution of shares of Common Stock by the
Participant shall be made only pursuant to either (i) a registration statement
on an appropriate form under the Securities Act of 1933, which registration
statement has become effective and is current with regard to the shares being
sold, or (ii) a specific exemption from the registration requirements of the
Securities Act of 1933, but in claiming such exemption the Participant shall,
prior to any offer of sale or sale of such shares, obtain a prior favorable
written opinion of counsel, in form and substance satisfactory to counsel for
the Company, as to the application of such exemption thereto.
 
13.      GENERAL PROVISIONS
 
         A.       EFFECT ON EMPLOYMENT AND SERVICE. Neither the adoption of the
Plan, its operation, nor any documents describing or referring to the Plan (or
any part thereof) shall (i) confer upon any individual any right to continue in
the employ or service of the Company or a Subsidiary, (ii) in any way affect any
right and power of the Company or a Subsidiary to change an individual's duties
or terminate the employment or service of any individual at any time with or
without assigning a reason therefor, or (iii) except to the extent the Committee
grants an Option, Restricted Stock Award or Restricted Stock Unit Award to such
individual, confer on any individual the right to participate in the benefits of
the Plan.
 
         B.       USE OF PROCEEDS. The proceeds received by the Company from the
sale of Common Stock pursuant to the Plan shall be used for general corporate
purposes.
 
         C.       UNFUNDED PLAN. The Plan, insofar as it provides for grants,
shall be unfunded, and the Company shall not be required to segregate any assets
that may at any time be represented by grants under the Plan. Any liability of
the Company to any person with respect to any grant under the Plan shall be
based solely upon any contractual obligations that may be created pursuant to
the Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.
 
         D.       FURTHER RESTRICTIONS ON TRANSFER. Any Award made under the
Plan may expressly provide that all or any part of the shares of Common Stock
that are: (i) to be issued or transferred by the Company upon the exercise of an
Option, (ii) no longer subject to a substantial risk of forfeiture and
restrictions on transfer referred to in Section 7 of the Plan, or (iii) subject
to a restricted period referred to in Section 8 of the Plan, shall be subject to
further restrictions on transfer.
 
         E.       FRACTIONAL SHARES. The Company shall not be required to issue
fractional shares pursuant to the Plan. The Committee may provide for
elimination of fractional shares or the settlement of such fraction shares in
cash.
 
         F.       RULES OF CONSTRUCTION. Headings are given to the Sections of
the Plan solely as a convenience to facilitate reference, and shall not be used
in interpreting, construing or enforcing any provision hereof. The reference to
any statute, regulation, or other provision of law shall be construed to refer
to any amendment to or successor of such provision of law. To the extent that
any provision of the Plan would prevent any Option that was intended to qualify
under particular provisions of the Code from so qualifying, such provision of
the Plan shall be null and void with respect to such Option, provided that such
provision shall remain in effect with respect to other Options, and there shall
be no further effect on any provision of the Plan.
 
         G.       CODE SECTION 409A. If and to the extent that the Committee
believes that any Awards may constitute a "nonqualified deferred compensation
plan" under Section 409A of the Code, the terms and conditions
 
                                      A-12
<PAGE>
 
set forth in the Award Agreement for that Award shall be drafted in a manner
that is intended to comply with, and shall be interpreted in a manner consistent
with, the applicable requirements of Section 409A of the Code.
 
         H.       FOREIGN EMPLOYEES. In order to facilitate the making of any
grant or combination of grants under the Plan, the Committee may provide for
such special terms for Awards to Participants who are foreign nationals, or who
are employed by the Company or any subsidiary outside of the United States, as
the Committee may consider necessary or appropriate to accommodate differences
in local law, tax policy or custom. Moreover, the Committee may approve such
supplements to, or amendments, restatements or alternative versions of, the Plan
as it may consider necessary or appropriate for such purposes without thereby
affecting the terms of the Plan, as then in effect, unless the Plan could have
been amended to eliminate such inconsistency without further approval by the
Shareholders of the Company.
 
         I.       CHOICE OF LAW. The Plan and all Stock Option Agreements,
Restricted Stock Award Agreements and Restricted Stock Unit Award Agreements
entered into under the Plan (except to the extent that any such Stock Option
Agreement, Restricted Stock Award Agreement or Restricted Stock Unit Award
Agreement otherwise provides) shall be governed by and interpreted under the
laws of the jurisdiction of incorporation of the Company excluding (to the
greatest extent permissible by law) any rule of law that would cause the
application of the laws of any jurisdiction other than the laws of the
jurisdiction of incorporation of the Company.
 
14.      AMENDMENT AND TERMINATION
 
         The Board may amend or terminate the Plan from time to time; provided,
however, that with respect to any amendment that (i) increases the aggregate
number of shares of Common Stock that may be issued under the Plan, (ii) changes
the class of employees eligible to receive Incentive Stock Options or (iii) if
shareholder approval is required by the terms of any applicable law, regulation,
or rule, including, without limitation, any rule of the New York Stock Exchange,
or any national securities exchange on which the Common Stock is publicly
traded, each such amendment shall be subject to the approval of the shareholders
of the Company. Except as specifically permitted by a provision of the Plan
(other than Section 3.B.), the Stock Option Agreement, Restricted Stock Award
Agreement or Restricted Stock Unit Award Agreement or as required to comply with
applicable law, regulation or rule, no amendment to the Plan or a Stock Option
Agreement, Restricted Stock Award Agreement or Restricted Stock Unit Award
Agreement shall, without a Participant's consent, adversely affect any rights of
such Participant under any Option, Restricted Stock Award or Restricted Stock
Unit Award outstanding at the time such amendment is made; provided, however,
that an amendment that may cause an Incentive Stock Option to become a
Nonqualified Stock Option, and any amendment that is required to comply with the
rules applicable to Incentive Stock Options, shall not be treated as adversely
affecting the rights of the Participant.
 
15.      EFFECTIVE DATE AND DURATION OF PLAN
 
         A.       The Plan became effective upon adoption by the Board, subject
to approval within twelve (12) months by the shareholders holding of a majority
of the shares of entitled to vote thereon. Unless and until the plan has been
approved the shareholders of the Company, no Option, Restricted Stock Award or
Restricted Stock Unit Award may be exercised, and no shares of Common Stock may
be issued under the Plan. In the event that the shareholders of the Company
shall not approve the Plan within such twelve (12) month period, the Plan and
any previously granted Option, Restricted Stock Award or Restricted Stock Unit
Award shall terminate.
 
         B.       Unless previously terminated, the Plan will terminate ten (10)
years after the earlier of (i) the date the Plan is adopted by the Board, or
(ii) the date the Plan is approved by the shareholders, except that Options,
Restricted Stock Awards and Restricted Stock Unit Awards that are granted under
the Plan prior to its termination will continue to be administered under the
terms of the Plan until the Options, Restricted Stock Awards and Restricted
Stock Unit Awards terminate or are exercised.