GATEWAY, INC.
                           2000 EQUITY INCENTIVE PLAN
 
 
         1. PURPOSE. The 2000 Equity Incentive Plan (the "Plan") is intended to
promote the long-term success of Gateway, Inc. (the "Company") and its
stockholders by strengthening the Company's ability to attract and retain highly
competent officers, directors, managers and other selected employees,
consultants and advisors and to provide a means to encourage stock ownership and
proprietary interest in the Company.
 
         2. TERM. The Plan shall become effective upon its ratification and
approval by the affirmative vote of the holders of a majority of the securities
of the Company present or represented, and entitled to vote at, a meeting of
stockholders of the Company, and shall terminate at the close of business on
January 18, 2010 unless terminated earlier by the Compensation Committee (as
defined in Section 3). After termination of the Plan, no future awards may be
granted, but previously granted awards shall remain outstanding in accordance
with their applicable terms and conditions and the terms and conditions of the
Plan.
 
         3. PLAN ADMINISTRATION. A committee (the "Compensation Committee")
appointed by the Board of Directors of the Company (the "Board") shall be
responsible for administering the Plan. The Compensation Committee shall be
comprised of two or more members of the Board who shall qualify as both (1)
"Non-Employee Directors" within the meaning of Rule 16b-3 under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or any successor
rules and (2) "outside directors" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). The Compensation
Committee shall have full and exclusive power to interpret the Plan and to adopt
such rules, regulations and guidelines for carrying out the Plan as it may deem
necessary or proper, and such power shall be executed in the best interests of
the Company and in keeping with the objectives of the Plan. This power includes
but is not limited to selecting award recipients, establishing all award terms
and conditions and adopting modifications, amendments and procedures, as well as
rules and regulations governing awards under the Plan. The interpretation and
construction of any provision of the Plan or any option or right granted
hereunder and all determinations by the Compensation Committee in each case
shall be final, binding and conclusive with respect to all interested parties.
Notwithstanding the foregoing, in its absolute discretion, the Board (or any
committee selected by the Board) may at any time and from time to time exercise
any and all rights and duties of the Committee under this Plan except with
respect to matters which under Rule 16b-3 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.
 
         4. ELIGIBILITY. Any officer, employee, director, consultant or advisor
of the Company shall be eligible to receive one or more awards under the Plan.
"Company" includes for this purpose any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Compensation Committee.
 
 
         5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. Subject to the
provisions of Section 6 of the Plan, the aggregate number of shares of Common
Stock, $.01 par value, of the Company ("Shares") which shall be reserved for
issuance to participants under the Plan shall be 16,000,000; provided; however,
that on January 1 of each fiscal year of the Company during which the Plan is
effective (commencing January 1, 2001), the aggregate number of shares reserved
for issuance to participants under the Plan shall be increased by the lesser of
(i) 5% of the total number of shares of Common Stock outstanding on such date
and (ii) an amount determined by the Board.
 
         In addition, upon and after stockholder approval of this Plan, (i) all
then remaining Shares reserved and available for issuance under the Company's
1996 Long-Term Incentive Equity Plan (the "1996 Plan") and the 1993 Stock Option
Plan (the "1993 Plan") and (ii) any Shares underlying outstanding awards under
the 1996 Plan and the 1993 Plan that expire without being exercised or would
otherwise again be available for issuance under the 1996 Plan or the 1993 Plan,
shall in each case be transferred to this Plan and shall be reserved and
available for issuance hereunder.
 
         Subject to adjustment as provided in Section 6, no more than 50% of the
aggregate number of Shares issued pursuant to awards under the Plan annually may
be issued under awards pursuant to Section 8.3 of the Plan. The aggregate number
of Shares that may be covered by awards granted to any single individual under
the Plan shall not exceed 3,000,000 Shares per fiscal year of the Company.
 
         Shares subject to awards under the Plan which expire, terminate, or are
canceled prior to exercise or, in the case of awards granted under Section 8.3,
do not vest, shall thereafter be available for the granting of other awards.
Shares which have been exchanged by a participant as full or partial payment to
the Company in connection with any award under the Plan, also shall thereafter
be available for the granting of other awards. In instances where a stock
appreciation right ("SAR") or other award is settled in cash, the Shares covered
by such award shall remain available for issuance under the Plan. Likewise, the
payment of cash dividends and dividend equivalents paid in cash in conjunction
with outstanding awards shall not be counted against the Shares available for
issuance. Any Shares that are issued by the Company, and any awards that are
granted through the assumption of, or in substitution for, outstanding awards
previously granted by an acquired entity shall not be counted against the Shares
available for issuance under the Plan.
 
         Any Shares issued under the Plan may consist in whole or in part of
authorized and unissued Shares or of treasury Shares. No fractional Shares shall
be issued under the Plan. Cash may be paid in lieu of any fractional Shares in
settlements of awards under the Plan.
 
         6. 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 or the
Share price, such proportionate adjustments, if any, as the Compensation
Committee in its discretion may deem appropriate to reflect such change shall be
made with respect to (1) the aggregate number of Shares that may be issued under
the Plan, the aggregatenumber of Shares that may be issued pursuant to Section 8.3 of the Plan, and the
aggregate number of Shares that may be granted to any single individual under
the Plan during any fiscal year of the Company; (2) the number of shares
issuable pursuant to each outstanding award made under the Plan; and (3) the
exercise price per Share for any outstanding stock options, SARs or similar
awards under the Plan. In connection with any event described in this Section 6,
the Compensation Committee may provide for the cancellation of any outstanding
awards upon payment in cash, securities or other property therefor based on the
then Fair Market Value of the Common Stock.
 
         7. FAIR MARKET VALUE. "Fair Market Value," for all purposes under the
Plan, shall mean the closing price of a Share as reported daily in The Wall
Street Journal or similar, readily available public source for the date in
question. If no sales of Shares were made on such date, the closing price of a
Share as reported for the preceding day on which a sale of Shares occurred shall
be used. Notwithstanding the foregoing, the Committee may use any other
definition of Fair Market Value consistent with applicable tax, accounting and
other rules.
 
         8. AWARDS. The Compensation Committee shall determine the type or types
of award(s) to be made to each participant. Awards may be granted singly, in
combination or in tandem. Awards also may be made in combination or in tandem
with, in replacement of, as alternatives to or as the payment form for grants or
rights under any other compensation plan or individual contract or agreement of
the Company including those of any acquired entity. The types of awards that may
be granted under the Plan are:
 
                  8.1 STOCK OPTIONS. A stock option is a right to purchase a
specified number of Shares during a specified period as determined by the
Compensation Committee. The purchase price per Share for each stock option shall
be not less than 100% of Fair Market Value on the date of grant, except if a
stock option is granted retroactively in tandem with or as a substitution for a
SAR, the exercise price may be no lower than the Fair Market Value of a Share as
set forth in award agreements for such tandem or replaced SAR. The price at
which Shares may be purchased under a stock option shall be paid in full by the
optionee at the time of the exercise in cash or such other method permitted by
the Compensation Committee, including (1) tendering Shares (with prior approval
of the Chief Executive Officer if Shares are owned less than six months); (2)
authorizing a third party broker to sell the Shares (or a sufficient portion
thereof) acquired upon exercise of a stock option and assigning the delivery to
the Company of a sufficient amount of the sale proceeds to pay for all the
Shares acquired through such exercise; or (3) any combination of the above.
 
                  8.2 SARS. A SAR is a right to receive a payment, in cash
and/or Shares, equal to the excess of the Fair Market Value of a specified
number of Shares 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;
except that if a SAR is granted retroactively in tandem with or in substitution
for a stock option, the designated Fair Market Value set forth in the award
agreement shall be no lower than the Fair Market Value of a Share for such
tandem or replaced stock option.
 
                  8.3 STOCK AWARDS. A stock award is a grant made or denominated
in Shares or units equivalent in value to Shares. All or part of any stock award
may be subject to conditionsand restrictions established by the Compensation Committee, as set forth in the
applicable award agreement, which may include, but are not limited to,
continuous service with the Company and/or the achievement of performance goals.
The performance criteria that may be used by the Compensation Committee in
granting a stock award contingent on performance goals shall consist of
earnings, earnings per share, revenues, profit growth, profit-related return
ratios, cash flow or total stockholder return. The Compensation Committee may
select one criterion or multiple criteria for measuring performance, and the
measurement may be stated in absolute terms or relative to comparable companies.
 
         Notwithstanding anything to the contrary contained in the Plan, the
Compensation Committee may grant a stock award which is not contingent on
performance goals or which is contingent on performance goals other than those
specified in this Section 8.3, provided the Compensation Committee shall have
determined that such award is not required to satisfy the requirements for
"qualified performance-based compensation" within the meaning of Section 162(m)
of the Code.
 
         9. DIVIDENDS AND DIVIDEND EQUIVALENTS. The Compensation Committee may
provide that any awards under the Plan earn dividends or dividend equivalents.
Such dividends or dividend equivalents may be paid currently or may be credited
to a participant's account. Any crediting of dividends or dividend equivalents
may be subject to such restrictions and conditions as the Compensation Committee
may establish, including reinvestment in additional Shares or Share equivalents.
 
         10. DEFERRALS AND SETTLEMENTS. Payment of awards may be in the form of
cash, stock, other awards or combinations thereof as the Compensation Committee
shall determine at the time of grant, and with such restrictions as it may
impose. The Compensation Committee also may require or permit participants to
elect to defer the issuance of Shares or the settlement of awards in cash under
such rules and procedures as it may establish under the Plan. It also may
provide that deferred settlements include the payment or crediting of interest
on the deferral amounts, or the payment or crediting of dividend equivalents
where the deferral amounts are denominated in Shares.
 
         11. TRANSFERABILITY AND EXERCISABILITY. Awards granted under the Plan
shall not be transferable or assignable other than (1) by will or the laws of
descent and distribution; (2) to the extent provided in any individual award
agreement, by gift or other transfer of an award to any trust or estate in which
the original award recipient or such recipient's spouse or other immediate
relative has a substantial beneficial interest, or to a spouse or other
immediate relative, provided that any such transfer is permitted by Rule 16b-3
under the Exchange Act as in effect when such transfer occurs and the Board does
not rescind this provision prior to such transfer; or (3) pursuant to a
qualified domestic relations order (as defined by the Code). However, any award
so transferred shall continue to be subject to all the terms and conditions
contained in the instrument evidencing such award.
 
         In the event that a participant terminates employment with the Company
to assume a position with a governmental, charitable, educational or other
non-profit institution, the Compensation Committee may subsequently authorize a
third party, including but not limited to
a "blind" trust, to act on behalf of and for the benefit of such participant
regarding any outstanding awards held by the participant subsequent to such
termination of employment. If so permitted by the Compensation Committee, a
participant may designate a beneficiary or beneficiaries to exercise the rights
of the participant and receive any distribution under the Plan upon the death of
the participant.
 
         12. AWARD AGREEMENTS. Awards under the Plan shall be evidenced by
agreements as approved by the Compensation Committee 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
terminates, and the Compensation Committee's authority to unilaterally or
bilaterally amend, modify, accelerate the vesting of, suspend, cancel or rescind
any award. The Compensation Committee need not require the execution of any such
agreement, in which case acceptance of the award by the participant shall
constitute agreement to the terms of the award.
 
         13. FOREIGN PARTICIPATION. In order to assure the viability of awards
granted to participants employed in foreign countries, the Compensation
Committee may provide for such special terms as it may consider necessary or
appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Compensation 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 in effect for any other purposes; provided that, no such
supplements, amendments, restatements or alternative versions shall increase the
Share limitations contained in Section 5 of the Plan.
 
         14.      CHANGE OF CONTROL
 
                  (a) ADDITIONAL OPTION GRANT. If a Change of Control (as
defined in paragraph (d)) occurs, then, except as otherwise agreed by the
Company and any participant by separate contract or award, all employees who
received one or more grants of stock options under this Plan during the twelve
months immediately preceding the effective date of such Change of Control shall
receive an additional grant of stock options (the "Additional Grant Option"),
effective immediately prior to such Change of Control. The number of Shares
subject to the Additional Grant Option made to each such optionee shall be equal
to the total number of Shares subject to the grant(s) of stock options made to
such optionee during the twelve months immediately preceding the effective date
of such Change of Control, and the exercise price of the Additional Grant Option
shall be equal to the Fair Market Value of the Shares immediately prior to such
Change of Control. Such grant shall be made regardless of whether there would
otherwise be available Shares under Section 5. All Additional Grant Options
shall vest in full twenty-four months following the date of such Change of
Control, unless vesting is accelerated as provided below.
 
                   (b) ACCELERATED VESTING OF AWARDS UPON A CHANGE OF CONTROL.
Except as otherwise agreed by the Company and any participant by separate
contract or award, all outstanding options and SARS, including the Additional
Grant Options, shall become immediately exercisable and vested in full (and all
restrictions and conditions upon all stockawards shall immediately lapse and be deemed satisfied) upon the occurrence of a
Change of Control unless, in the case of a Change of Control described in
paragraph (d)(i) or (iii), the acquiring or surviving entity shall have agreed
in writing prior to the date of such Change of Control to assume the award
obligation by substituting awards of its own which are comparable in all
respects to the outstanding awards under the Plan (including without limitation
the provisions of paragraph (c) below), with each such substituted award
equitably and appropriately adjusted in accordance with Section 6 above.
 
                  (c) ACCELERATED VESTING UPON INVOLUNTARY TERMINATION OF
EMPLOYMENT. Notwithstanding anything to the contrary in this Plan, in the event
of a participants's Involuntary Termination (as defined in paragraph (e)), in
either case within three years following the date of a Change of Control, all
outstanding awards under the Plan held by the participant that have not
previously vested (or with respect to which restrictions have not lapsed or
conditions have not been satisfied ) shall become immediately vested and
exercisable in full as of the date of such termination of employment (which
shall include, without limitation, the immediate lapse of all restrictions and
deemed satisfaction of all conditions on stock awards).
 
                  (d) DEFINITION OF CHANGE IN CONTROL. For purposes hereof, the
term "Change in Control" shall mean the first to occur of the following events:
 
                           (i) Any Person (as defined below) is or becomes the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing a percentage
of the combined voting power of the Company's then outstanding securities that
is at least equal to the GREATER of (x) 30% and (y) the percentage of such
combined voting power then owned by Theodore Waitt and his affiliates and
associates (within the meaning of Rule 12b-2 under the Exchange Act); or
 
                           (ii) The following individuals cease for any reason
to constitute a majority of the number of directors then serving: individuals
who, on the date hereof, constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company's
stockholders was approved or recommended by a vote of at least two-thirds of the
directors then still in office who either were directors on the date hereof or
whose appointment, election or nomination for election was previously so
approved or recommended; or
 
                           (iii) There is consummated a merger or consolidation
of the Company or any direct or indirect subsidiary of the Company with any
other corporation, other than (A) a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or any
parent thereof) at least 50% of the combined voting power of the securities of
the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person is or becomes the beneficial owner, directlyor indirectly, of securities of the Company representing a percentage of the
combined voting power of the Company's then outstanding securities that is at
least equal to the GREATER of (x) 30% and (y) the percentage of such combined
voting power then owned by Theodore Waitt and his affiliates and associates
(within the meaning of Rule 12b-2 under the Exchange Act); or
 
                           (iv) The stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets, other than any such sale or disposition to an entity,
at least 50% of the combined voting power of the voting securities of which are
owned by stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such sale.
 
         For purposes of this Section 14, "Person" shall have the meaning given
in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof, except that such term shall not include (i) Theodore Waitt or
any of his affiliates or associates (within the meaning of Rule 12b-2 under the
Exchange Act), (ii) the Company or any of its subsidiaries, (iii) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or any of its affiliates (within the meaning of Rule 12b-2 under the Exchange
Act), (iv) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (v) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.
 
                  (e) DEFINITION OF INVOLUNTARY TERMINATION. For purposes of the
Plan, "Involuntary Termination" of a participant's employment shall mean (x)
termination of the participant's employment by the Company other than by reason
of death or disability (within the meaning of the Company's long-term disability
plan) and other than for Cause or (y) the occurrence, following a Change of
Control, any of the following acts or omissions by the Company or changes in the
terms and conditions of a participant's employment or service with the Company
without the participant's express written consent:
 
                           (i) The assignment to the participant of any duties
inconsistent with the participant's position with the Company or a substantial
adverse alteration in the nature or status of the participant's responsibilities
from those in effect immediately prior to the Change of Control;
 
                           (ii) A reduction by the Company in the participant's
annual base salary or hourly wage rate as in effect on the date of grant of the
award or as the same may be increased from time to time;
 
                           (iii) The relocation of the participant's principal
place of employment to a location more than 50 miles from the participant's
principal place of employment immediately prior to the Change of Control or the
Company's requiring the participant to be based anywhere other than such
principal place of employment (or permitted relocation thereof) except for
required travel on the Company's business to an extent substantially consistent
with the participant's business travel obligations at the time of the Change of
Control;
 
                           (iv) The failure by the Company to pay to the
participant any portion of the participant's current compensation, or to pay to
the participant any portion of an installment of deferred compensation under any
deferred compensation program of the Company, within seven (7) days of the date
such compensation is due;
 
                           (v) The failure by the Company to continue in effect
any compensation plan in which the participant participates immediately prior to
the Change of Control which is material to the participant's total compensation,
or any substitute plans adopted prior to the Change of Control, unless an
equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan, or the failure by the Company to
continue the participant's participation therein (or in such substitute or
alternative plan) on a basis not materially less favorable, both in terms of the
amount or timing of payment of benefits provided and the level of the
participant's participation relative to other participants, as existed
immediately prior to the Change of Control; or
 
                           (vi) The failure by the Company to continue to
provide the participant with benefits substantially similar to those enjoyed by
the participant under any of the Company's pension, savings, life insurance,
medical, health and accident, or disability plans in which the participant was
participating immediately prior to the Change of Control, the taking of any
other action by the Company which would directly or indirectly materially reduce
any of such benefits or deprive the participant of any material fringe benefit
enjoyed by the participant at the time of the Change of Control, or the failure
by the Company to provide the participant with the number of paid vacation days
to which the participant is entitled on the basis of years of service with the
Company in accordance with the Company's normal vacation policy in effect at the
time of the Change of Control.
 
         The participant's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting
Involuntary Termination hereunder.
 
                  (f) DEFINITION OF CAUSE. For purposes of the Plan, "Cause"
shall mean:
 
                           (i) The willful and continued failure by the
participant to substantially perform the participant's duties with the Company
or an affiliate (other than any such failure resulting from the participant's
incapacity due to physical or mental illness) that has not been cured within 30
days after a written demand for substantial performance is delivered to the
participant by the Company, which demand specifically identifies the manner in
which the Company believes that the participant has not substantially performed
the participant's duties;
 
                           (ii) The willful engaging by the participant in
conduct which is demonstrably and materially injurious to the Company or its
subsidiaries, monetarily or otherwise;
 
                           (iii) The commission of any act of fraud,
embezzlement or dishonesty by a participant; or
 
                           (iv) Any unauthorized use or disclosure by a
participant of confidential information or trade secrets of the Company or any
subsidiary.
 
         For purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the part of the participant shall be deemed "willful" unless
done, or omitted to be done, by the participant not in good faith and without
reasonable belief that the participant's act, or failure to act, was in the best
interest of the Company.
 
                  (g) PARACHUTE PAYMENTS. In the event that the aggregate
present value of payments to a participant under this Plan and/or under any
other plan, program, or arrangement maintained by the Company constitutes an
"excess parachute payment" (within the meaning of Code Section 280G(b)(1)) and
the excise tax on such payment would cause the net parachute payments (after
taking into account federal and state income and excise taxes) to which such
participant would otherwise be entitled to be less than what such participant
would have netted (after taking into account federal and state income taxes) had
the present value of such participant's total parachute payments equaled $1.00
less than three times his or her "base amount" (within the meaning of Code
Section 280G(b)(3)(A)), unless the Company and the affected individual(s)
otherwise have agreed by separate contract or award, his or her total "parachute
payments" (within the meaning of Code Section 280G(b)(2)(A)) shall be reduced
(but by the minimum possible amount) so that their aggregate present value
equals $1.00 less than three times such base amount. For purposes of this
calculation, unless it would be inequitable to a participant to do so, it shall
be assumed that such participant's tax rate will be the maximum marginal federal
and state income tax rate on earned income, with such maximum federal rate to be
computed with regard to Code Section 1(g), if applicable. In the event that the
participant and the Company are unable to agree as to the amount of the
reduction described above, if any, the participant shall select a law firm or
accounting firm from among those regularly consulted (during the twelve-month
period immediately prior to the relevant change of control) by the Company
regarding federal income tax matters, and such law firm or accounting firm shall
determine the amount of such reduction and such determination shall be final and
binding upon the participant and the Company.
 
         15. PLAN AMENDMENT. The Plan may be amended by the Compensation
Committee as it deems necessary or appropriate to better achieve the purposes of
the Plan. Shareholder approval shall be required as a condition of such action
only to the extent required by applicable law, regulation. The Board may suspend
the Plan or terminate the Plan at any time; provided, that no such action
adversely affects any outstanding award. Any Shares authorized under Section 5
(or any amendment thereof) with respect to which no award is granted prior to
termination of the Plan, or with respect to which an award is terminated,
forfeited or canceled after termination of the Plan, shall automatically be
transferred to any subsequent long-term incentive equity plan for employees of
the Company.
 
         16. TAX WITHHOLDING. The Company shall have the right to deduct from
any settlement of an award made under the Plan, including the delivery or
vesting of Shares, up to the minimum amount necessary to cover withholding of
any federal, state or local taxes required by law, or to take such other action
as may be necessary to satisfy any such withholding obligations. The
Compensation Committee may, in its discretion and subject to such rules as it
may adopt,
permit participants to use Shares to satisfy the minimum required tax
withholding (with prior approval of the Company's Chief Executive Officer if
Shares are owned less than six months) and such Shares shall be valued at the
Fair Market Value as of the settlement date of the applicable award.
 
         17. REGISTRATION OF SHARES. Notwithstanding any other provision of the
Plan, the Company shall not be obligated to offer or sell any Shares unless such
Shares are at that time effectively registered or exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act") and the offer and
sale of such Shares are otherwise in compliance with all applicable federal and
state securities laws and the requirements of any stock exchange or similar
agency on which the Company's securities may then be listed or quoted. The
Company shall have no obligation to register the Shares under the federal
securities laws or take any other steps as may be necessary to enable the Shares
to be offered and sold under federal or other securities laws. Prior to
receiving Shares, a Plan participant may be required to furnish representations
or undertakings deemed appropriate by the Company to enable the offer and sale
of the Shares or subsequent transfers of any interest in such Shares to comply
with the Securities Act and other applicable securities laws. Certificates
evidencing Shares shall bear any legend required by, or useful for the purposes
of compliance with, applicable securities laws, this Plan or award agreements.
 
         18. OTHER BENEFIT AND COMPENSATION PROGRAMS. Unless otherwise
specifically determined by the Compensation Committee, settlements of awards
received by participants under the Plan shall not be deemed a part of a
participant's regular, recurring compensation for purposes of calculating
payments or benefits from any Company benefit plan, severance program or the
severance pay law of any country. Further, the Company may adopt other
compensation programs, plans or arrangements as it deems appropriate or
necessary.
 
         19. UNFUNDED PLAN. Unless otherwise determined by the Compensation
Committee, the Plan shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds. The Plan shall not establish any
fiduciary relationship between the Company and any participant or other person.
To the extent any person holds any rights by virtue of an award granted under
the Plan, such rights shall be no greater than the rights of an unsecured
general creditor of the Company.
 
         20. USE OF PROCEEDS. The cash proceeds received by the Company from the
issuance of Shares pursuant to awards under the Plan shall constitute general
funds of the Company.
 
         21. REGULATORY APPROVALS. The implementation of the Plan, the granting
of any award under the Plan, and the issuance of Shares upon the exercise or
settlement of any award shall be subject to the Company's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the awards granted under it or the Shares issued pursuant to it.
 
         22. EMPLOYMENT RIGHTS. The Plan does not constitute a contract of
employment, and participation in the Plan will not give a participant the right
to continue in the employ of the Company on a full-time, part-time or any other
basis. Participation in the Plan will not give any
 
participant any right or claim to any benefit under the Plan, unless such right
or claim has specifically accrued under the terms of the Plan.
 
         23. GOVERNING LAW. The validity, construction and effect of the Plan
and any actions taken relating to the Plan shall be determined in accordance
with the laws of the State of Delaware and applicable federal law.
 
         24. SUCCESSORS AND ASSIGNS. The Plan shall be binding on all successors
and assigns of a participant, including, without limitation, the estate of such
participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the participant's
creditors.