IDEX CORPORATION
 
                              INCENTIVE AWARD PLAN
 
                                   ARTICLE I
 
                                    Purpose
 
     The purpose of the IDEX Corporation Incentive Award Plan (the "Plan") is to
promote the success and enhance the value of IDEX Corporation, a Delaware
corporation. (the "Company") by linking the personal interests of the members of
the Board, Employees, and Consultants to those of Company stockholders and by
providing such individuals with an incentive for outstanding performance to
generate superior returns to Company stockholders. The Plan is further intended
to provide flexibility to the Company in its ability to motivate, attract, and
retain the services of members of the Board, Employees, and Consultants upon
whose judgment, interest, and special effort the successful conduct of the
Company's operation is largely dependent.
 
                                   ARTICLE 2
 
                          Definitions and Construction
 
     Wherever the following terms are used in the Plan, they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural where the context so indicates.
 
     2.1  "Award" means an Option, a Restricted Stock award, a Stock
Appreciation Right award, a Performance Share award, a Performance Stock Unit
award, Performance award, a Dividend Equivalents award, a Stock Payment award, a
Deferred Stock award, a Restricted Stock Unit award, an Other Stock-Based Award,
or a Performance-Based Award granted to a Participant pursuant to the Plan.
 
     2.2  "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award, including through electronic medium.
 
     2.3  "Board" means the Board of Directors of the Company.
 
     2.4  "Change of Control" means the occurrence of (a) any transaction or
series of transactions which within a 12-month period constitute a change of
management or control where (i) at least 51 percent of the then outstanding
shares of Stock are (for cash, property (including, without limitation, stock in
any corporation), or indebtedness, or any combination thereof) redeemed by the
Company or purchased by any person(s), firm(s) or entity(ies), or exchanged for
shares in any other corporation whether or not affiliated with the Company, or
any combination of such redemption, purchase or exchange, or (ii) at least 51
percent of the Company's assets are purchased by any person(s), firm(s) or
entity(ies) whether or not affiliated with the Company for cash, property
(including, without limitation, stock in any corporation) or indebtedness or any
combination thereof, or (iii) the Company is merged or consolidated with another
corporation regardless of whether the Company is the survivor (except any such
transaction solely for the purpose of changing the Company's domicile or which
does not change the ultimate beneficial ownership of the equity interests in the
Company), or (b) any substantial equivalent of any such redemption, purchase,
exchange, change, transaction or series of transactions, acquisition, merger or
consolidation constituting such a change of management or control. For purposes
hereof, the term "control" shall have the meaning ascribed thereto under the
Exchange Act and the regulations thereunder, and the term "management" shall
mean the chief executive officer of the Company. For purposes of clause (a)(ii)
above or as appropriate for purposes of clause (b) above, the Company shall be
deemed to include on a consolidated basis all subsidiaries and other affiliated
corporations or other entities with the same effect as if they were divisions.
 
     2.5  "Code" means the Internal Revenue Code of 1986, as amended.
 
 
     2.6  "Committee" means the committee of the Board described in Article 12.
 
     2.7  "Consultant" means any consultant or adviser if:
 
          (a) The consultant or adviser renders bona fide services to the
     Company;
 
          (b) The services rendered by the consultant or adviser are not in
     connection with the offer or sale of securities in a capital-raising
     transaction and do not directly or indirectly promote or maintain a market
     for the Company's securities; and
 
          (c) The consultant or adviser is a natural person who has contracted
     directly with the Company to render such services.
 
     2.8  "Covered Employee" means an Employee who is, or could be, a "covered
employee" within the meaning of Section 162(m) of the Code.
 
     2.9  "Deferred Stock" means a right to receive a specified number of shares
of Stock during specified time periods pursuant to Article 8.
 
     2.10  "Disability" means that the Participant qualifies to receive
long-term disability payments under the Company's long-term disability insurance
program, as it may be amended from time to time.
 
     2.11  "Dividend Equivalents" means a right granted to a Participant
pursuant to Article 8 to receive the equivalent value (in cash or Stock) of
dividends paid on Stock.
 
     2.12  "Effective Date" shall have the meaning set forth in Section 13.1.
 
     2.13  "Employee" means any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company or any Subsidiary.
 
     2.14  "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
     2.15  "Fair Market Value" means, as of any given date, (i) if Stock is
traded on an exchange, the closing price of a share of Stock as reported in the
Wall Street Journal for the first trading date immediate prior to such date
during which a sale occurred; or (ii) if Stock is not traded on an exchange but
is quoted on NASDAQ or a successor or other quotation system, (x) the last sales
price (if the Stock is then listed as a National Market Issue under the NASD
National Market System) or (y) the mean between the closing representative bid
and asked prices (in all other cases) for the Stock on the date immediately
prior to such date on which sales prices or bid and asked prices, as applicable,
are reported by NASDAQ or such successor quotation system; or (iii) if such
Stock is not publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the mean between the closing bid and asked prices
for the Stock on the day previous to such date, as determined in good faith by
the Committee; or (iv) if the Stock is not publicly traded, the fair market
value established by the Committee acting in good faith.
 
     2.16  "Full Value Award" means any Award other than an Option or other
Award for which the Participant pays the intrinsic value (whether directly or by
forgoing a right to receive a cash payment from the Company).
 
     2.17  "Incentive Stock Option" means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.
 
     2.18  "Independent Director" means a member of the Board who is not an
Employee of the Company.
 
     2.19  "Non-Employee Director" means a member of the Board who qualifies as
a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of the Exchange Act, or
any successor definition adopted by the Board.
 
     2.20  "Non-Qualified Stock Option" means an Option that is not intended to
be an Incentive Stock Option.
     2.21  "Option" means a right granted to a Participant pursuant to Article 5
of the Plan to purchase a specified number of shares of Stock at a specified
price during specified time periods. An Option may be either an Incentive Stock
Option or a Non-Qualified Stock Option.
 
     2.22  "Other Stock-Based Award" means an Award granted or denominated in
Stock or units of Stock pursuant to Section 8.7 of the Plan.
 
     2.23  "Participant" means a person who, as a member of the Board,
Consultant or Employee, has been granted an Award pursuant to the Plan.
 
     2.24  "Performance Award" means a right granted to a Participant pursuant
to Article 8, to receive a cash payment contingent upon achieving certain
performance goals established by the Committee.
 
     2.25  "Performance-Based Award" means an Award granted to selected Covered
Employees pursuant to Articles 6 and 8, but which is subject to the terms and
conditions set forth in Article 9.
 
     2.26  "Performance Criteria" means the criteria that the Committee selects
for purposes of establishing the Performance Goal or Performance Goals for a
Participant for a Performance Period. The Performance Criteria that will be used
to establish Performance Goals are limited to the following: net earnings
(either before or after interest, taxes, depreciation and amortization),
economic value-added (as determined by the Committee), sales or revenue, net
income (either before or after taxes), operating earnings, cash flow (including,
but not limited to, operating cash flow and free cash flow), cash flow return on
capital, return on net assets, return on stockholder's equity, return on assets,
return on capital, stockholder returns, return on sales, gross or net profit
margin, productivity, expense, margins, operating efficiency, customer
satisfaction, working capital, earnings per share, price per share of Stock, and
market share, any of which may be measured either in absolute terms or as
compared to any incremental increase or as compared to results of a peer group.
The Committee shall, within the time prescribed by Section 162(m) of the Code,
define in an objective fashion the manner of calculating the Performance
Criteria it selects to use for such Performance Period for such Participant.
 
     2.27  "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based upon
the Performance Criteria. Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual. The Committee, in its discretion, may, within the time
prescribed by Section 162(m) of the Code, adjust or modify the calculation of
Performance Goals for such Performance Period in order to prevent the dilution
or enlargement of the rights of Participants (i) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (ii) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.
 
     2.28  "Performance Period" means the one or more periods of time, which may
be of varying and overlapping durations, as the Committee may select, over which
the attainment of one or more Performance Goals will be measured for the purpose
of determining a Participant's right to, and the payment of, a Performance-Based
Award.
 
     2.29  "Performance Share" means a right granted to a Participant pursuant
to Article 8, to receive Stock, the payment of which is contingent upon
achieving certain performance goals established by the Committee.
 
     2.30  "Performance Stock Unit" means a right granted to a Participant
pursuant to Article 8, to receive Stock, the payment of which is contingent upon
achieving certain performance goals established by the Committee.
 
     2.31  "Plan" means this IDEX Corporation Incentive Award Plan, as it may be
amended from time to time.     2.32  "Qualified Performance-Based Compensation" means any compensation
that is intended to qualify as "qualified performance-based compensation" as
described in Section 162(m)(4)(C) of the Code.
 
     2.33  "Restricted Stock" means Stock awarded to a Participant pursuant to
Article 6 that is subject to certain restrictions and may be subject to risk of
forfeiture.
 
     2.34  "Restricted Stock Unit" means an Award granted pursuant to Section
8.6.
 
     2.35  "Stock" means the common stock of the Company, par value $0.01 per
share, and such other securities of the Company that may be substituted for
Stock pursuant to Article 11.
 
     2.36  "Stock Appreciation Right" or "SAR" means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a
specified number of shares of Stock on the date the SAR is exercised over the
Fair Market Value on the date the SAR was granted as set forth in the applicable
Award Agreement.
 
     2.37  "Stock payment" means (a) a payment in the form of shares of Stock,
or (b) an option or other right to purchase shares of Stock, as part of any
bonus, deferred compensation or other arrangement, made in lieu of all or any
portion of the compensation, granted pursuant to Article 8.
 
     2.38  "Subsidiary" means any corporation or other entity of which a
majority of the outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Company.
 
                                   ARTICLE 3
 
                           Shares Subject to the Plan
 
     3.1  Number of Shares.
 
     (a) Subject to Article 11 and Section 3.1(b), the aggregate number of
shares of Stock which may be issued or transferred pursuant to Awards under the
Plan shall be 2,300,000 shares; provided however, no more than 650,000 shares of
Stock may be issued in the form of Full Value Awards. The maximum number of
shares of Stock that may be delivered upon exercise of Incentive Stock Options
shall be 2,300,000.
 
     (b) Notwithstanding Section 3.1(a): (i) the Committee may adopt reasonable
counting procedures to ensure appropriate counting, avoid double counting (as,
for example, in the case of tandem or substitute awards), and make adjustments
if the number of shares of Stock actually delivered differs from the number of
shares previously counted in connection with an Award; (ii) shares of Stock that
are potentially deliverable under any Award that expires or is canceled,
forfeited or otherwise terminated without a delivery of such shares to the
Participant will not be counted as delivered under the Plan; (iii) shares of
Stock that have been issued in connection with any Award (e.g., Restricted
Stock) that is canceled, forfeited, or repurchased for the same price paid by
the Participant so that such shares of Stock are returned to the Company will
again be available for Awards; provided, however, that, no shares shall become
available pursuant to this Section 3.1(b) to the extent that (x) the transaction
resulting in the return of shares occurs more than ten years after the date of
the most recent shareholder approval of the Plan, or (y) such return of shares
would constitute a "material revision" of the Plan subject to stockholder
approval under then applicable rules of the New York Stock Exchange (or any
other applicable exchange or quotation system). In addition, in the case of any
Award granted in substitution for an award of a company or business acquired by
the Company or a subsidiary or affiliate, shares of Stock issued or issuable in
connection with such substitute Award shall not be counted against the number of
shares reserved under the Plan, but shall be available under the Plan by virtue
of the Company's assumption of the plan or arrangement of the acquired company
or business. This Section 3.1 shall apply to the share limit imposed with
respect to Incentive Stock Options only to the extent consistent with applicable
regulations relating to Incentive Stock Options under the Code. Because shares
will count against the number reserved in Section 3.1 upon deliver, the
Committee may, subject to the share counting rules under this Section 3.1,
determine that Awards may be outstanding that relate to a greater number of
shares than the aggregate remaining available under the Plan, so long as Awards
will not result in delivery and vesting of shares in excess of the number then
available under the Plan. The payment of Dividend Equivalents in conjunction
with any outstanding Awards shall not be counted against the shares available
for issuance under the Plan. Shares which are used to pay the exercise price for
an Option or SAR, shares withheld to pay taxes
and shares repurchased by the Company other than by reason of a forfeiture
provision will be cancelled and will not again be available for issuance under
the Plan.
 
     3.2  Stock Distributed.  Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.
 
     3.3  Limitation on Number of Shares Subject to Awards and Limit on
Performance Awards.  Notwithstanding any provision in the Plan to the contrary,
and subject to Article 11, the maximum number of shares of Stock with respect to
one or more Awards that may be granted to any one Participant during any
calendar year shall be 500,000. The maximum amount that may be paid in cash as a
Performance Award that is intended to be a Performance Based Award shall not
exceed 2% of the Company's operating income (income from operations before
extraordinary items, interest and taxes).
 
                                   ARTICLE 4
 
                         Eligibility and Participation
 
     4.1  Eligibility.
 
     (a)  General.  Persons eligible to participate in this Plan include
Employees, Consultants, and all members of the Board, as determined by the
Committee.
 
     (b)  Foreign Participants.  Notwithstanding any provision of the Plan to
the contrary, in order to comply with the laws in other countries in which the
Company and its Subsidiaries operate or have Employees, Consultants or members
of the Board, the Committee, in its sole discretion, shall have the power and
authority to:
 
          (i) Determine which Subsidiaries shall be covered by the Plan;
 
          (ii) Determine which Employees, Consultants or members of the Board
     outside the United States are eligible to participate in the Plan;
 
          (iii) Modify the terms and conditions of any Award granted to
     Employees, Consultants or members of the Board outside the United States to
     comply with applicable foreign laws;
 
          (iv) Establish subplans and modify exercise procedures and other terms
     and procedures, to the extent such actions may be necessary or advisable
     (any such subplans and/or modifications shall be attached to this Plan as
     appendices); provided, however, that no such subplans and/or modifications
     shall increase the share limitations contained in Sections 3.1 and 3.3 of
     the Plan; and
 
          (v) Take any action, before or after an Award is made, that it deems
     advisable to obtain approval or comply with any necessary local
     governmental regulatory exemptions or approvals.
 
Notwithstanding the foregoing, the Committee may not take any actions hereunder,
and no Awards shall be granted, that would violate the Exchange Act, the Code,
any securities law or governing statue or any other applicable law.
 
     4.2  Participation.  Subject to the provisions of the Plan, the Committee
may, from time to time, select from among all eligible individuals, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award. No individual shall have any right to be granted an Award pursuant to
this Plan.
                                   ARTICLE 5
 
                                 Stock Options
 
     5.1  General.  The Committee is authorized to grant Options to Participants
on the following terms and conditions:
 
          (a)  Exercise Price.  The exercise price per share of Stock subject to
     an Option shall be determined by the Committee and set forth in the Award
     Agreement; provided that the exercise price for any Option shall not be
     less than 100% of the Fair Market Value on the date of grant.
 
          (b)  Time and Conditions of Exercise.  The Committee shall determine
     the time or times at which an Option may be exercised in whole or in part;
     provided that the term of any Option granted under the Plan shall not
     exceed ten years and that no Option may be exercisable earlier than one
     year after its date of grant, except as provided in Section 11.2. The
     Committee shall also determine the performance or other conditions, if any,
     that must be satisfied before all or part of an Option may be exercised.
 
          (c)  Payment.  The Committee shall determine the methods by which the
     exercise price of an Option may be paid, the form of payment, including,
     without limitation, cash, promissory not bearing interest at no less than
     such rate as shall then preclude the imputation of interest under the Code,
     shares of Stock held for longer than 6 months having a Fair Market Value on
     the date of delivery equal to the aggregate exercise price of the Option or
     exercised potion thereof, or other property acceptable to the Committee
     (including through the delivery of a notice that the Participant has placed
     a market sell order with a broker with respect to shares of Stock then
     issuable upon exercise of the Option, and that the broker has been directed
     to pay a sufficient portion of the net proceeds of the sale to the company
     in satisfaction of the Option exercise price; provided that payment of such
     proceeds is then made to the Company upon settlement of such sale), and the
     methods by which shares of Stock shall be delivered or deemed to be
     delivered to Participants. Notwithstanding any other provision of the Plan
     to the contrary, no Participant who is a member of the Board or an
     "executive officer" of the Company within the meaning of Section 13(k) of
     the Exchange Act shall be permitted to pay the exercise price of an Option
     in any method which would violate Section 13(k) of the Exchange Act.
 
          (d)  Evidence of Grant.  All Options shall be evidenced by an Award
     Agreement between the Company and the Participant. The Award Agreement
     shall include such additional provisions as may be specified by the
     Committee.
 
     5.2  Incentive Stock Options.  Incentive Stock Options shall be granted
only to Employees and the terms of any Incentive Stock Options granted pursuant
to the Plan, in addition to the requirements of Section 5.1, mush comply with
the following additional provisions of this Section 5.2:
 
          (a)  Expiration of Option.  An Incentive Stock Option may not be
     exercised to any extent by anyone after the first to occur of the following
     events:
 
             (i) Ten years from the date it is granted, unless an earlier time
        is set in the Award Agreement;
 
             (ii) Three months after the Participant's termination of employment
        as an Employee; and
 
             (iii) One year after the date of the Participant's termination of
        employment or service on account of Disability or death. Upon the
        Participant's Disability or death, any Incentive Stock Options
        exercisable at the Participant's Disability or death may be exercised by
        the Participant's legal representative or representatives, by the person
        or persons entitled to do so pursuant to the Participant's last will and
        testament, or, if the Participant fails to make testamentary disposition
        of such Incentive Stock Option or dies intestate, by the person or
        persons entitled to receive the Incentive Stock Option pursuant to the
        applicable laws of descent and distribution.
 
          (b)  Individual Dollar Limitation.  The aggregate Fair Market Value
     (determined as of the time the Option is granted) of all shares of Stock
     with respect to which Incentive Stock Options are first exercisable by a
     Participant in any calendar year may not exceed $100,000 or such other
     limitation as
     imposed by Section 422(d) of the Code, or any successor provision. To the
     extent that Incentive Stock Options are first exercisable by a Participant
     in excess of such limitation, the excess shall be considered Non-Qualified
     Stock Options.
 
          (c)  Ten Percent Owners.  An Incentive Stock Option shall be granted
     to any individual who, at the date of grant, owns stock possessing more
     than ten percent of the total combined voting power of all classes of Stock
     of the Company only if such Option is granted at a price that is not less
     than 110% of Fair Market Value on the date of grant and the Option is
     exercisable for no more than five years from the date of grant.
 
          (d)  Transfer Restriction.  The Participant shall give the Company
     prompt notice of any disposition of shares of Stock acquired by exercise of
     an Incentive Stock Option within (i) two years from the date of grant of
     such Incentive Stock Option or (ii) one year after the transfer of such
     shares of Stock to the Participant.
 
          (e)  Expiration of Incentive Stock Options.  No Award of an Incentive
     Stock Option may be made pursuant to this Plan after the tenth anniversary
     of the Effective Date.
 
          (f)  Right to Exercise.  During a Participant's lifetime, an Incentive
     Stock Option may be exercised only by the Participant.
 
     5.3  Substitution of Stock Appreciation Rights.  The Committee may provide
in the Award Agreement evidencing the grant of an Option that the Committee, in
its sole discretion, shall have the right to substitute a Stock Appreciation
Right for such Option at any time prior to or upon exercise of such Option,
provided that such Stock Appreciation Right shall be exercisable for the same
number of shares of Stock as such substituted Option would have been exercisable
for.
 
                                   ARTICLE 6
 
                            Restricted Stock Awards
 
     6.1  Grant of Restricted Stock.  The Committee is authorized to make Awards
of Restricted Stock to any Participant selected by the Committee in such amounts
and subject to such terms and conditions as determined by the Committee. All
Awards of Restricted Stock shall be evidenced by an Award Agreement.
 
     6.2  Issuance and Restrictions.  Subject to Section 10.6, Restricted Stock
shall be subject to such restrictions on transferability and other restrictions
as the Committee may impose (including, without limitation, limitations on the
right to vote Restricted Stock or the right to receive dividends on the
Restricted Stock). These restrictions may lapse separately or in combination at
such times, pursuant to such circumstances, in such installments, or otherwise,
as the Committee determines at the time of the grant of the Award or thereafter.
 
     6.3  Forfeiture.  Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment or
service during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited; provided, however, that,
except as otherwise provided by Section 10.6, the Committee may (a) provide in
any Restricted Stock Award Agreement that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of
terminations resulting from specified causes, and (b) in other cases waive in
whole or in part restrictions or forfeiture conditions relating to Restricted
Stock.
 
     6.4  Certificates for Restricted Stock.  Restricted Stock granted pursuant
to the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.
 
 
                                   ARTICLE 7
 
                           Stock Appreciation Rights
 
     7.1  Grant of Stock Appreciation Rights.
 
     (a) A Stock Appreciation Right may be granted to any Participant selected
by the Committee. A Stock Appreciation Right shall be subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose and
shall be evidenced by an Award Agreement.
 
     (b) A Stock Appreciation Right shall entitle the Participant (or other
person entitled to exercise the Stock Appreciation Right pursuant to the Plan)
to exercise all or a specified portion of the Stock Appreciation Right (to the
extent then exercisable to its terms) and to receive from the Company an amount
determined by multiplying the difference obtained by subtracting the exercise
price per share of the Stock Appreciation Right from the Fair Market Value of a
share of Stock on the date of exercise of the Stock Appreciation Right by the
number of shares of Stock with respect to which the Stock Appreciation Right
shall have been exercised, subject to any limitations the Committee may impose.
 
     7.2  Payment and Limitations on Exercise.
 
     (a) Payment of the amounts determined under Section 7.1(b) above shall be
in cash, in Stock (based on its Fair Market Value as of the date the Stock
Appreciation Right is exercised) or a combination of both, as determined by the
Committee in the Award Agreement. To the extent payment for a Stock Appreciation
Right is to be made in cash. The Award Agreements shall specify the date of
payment which may be different than the date of exercise of the Stock
Appreciation Right, to the extent necessary to comply with the requirements to
Section 409A of the Code, as applicable. If the date of payment for a Stock
Appreciation Right is later than the date of exercise, the Award Agreement may
specify that the Participant be entitled to earnings on such amount until paid.
 
     (b) To the extent any payment under Section 7.1(b) is effected in Stock it
shall be made subject to satisfaction of all provisions of Article 5 above
pertaining to Options.
 
                                   ARTICLE 8
 
                             Other Types of Awards
 
     8.1  Performance Share Awards.  Any Participant selected by the Committee
may be granted one or more Performance Share awards which shall be denominated
in a number of shares of Stock and which may be linked to nay one or more of the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee (subject to Section 10.6). In
making such determinations, the Committee shall consider (among such other
factors as it deems relevant in light of the specific type of award) the
contributions, responsibilities and other compensation of the particular
Participant.
 
     8.2  Performance Stock Units.  Any Participant selected by the Committee
may be granted one or more Performance Stock Unit awards which shall be
denominated in unit equivalent of shares of Stock and/or units of value
including dollar value of shares of Stock and which may be linked to any one or
more of the Performance Criteria or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee (subject to
Section 10.6). In making such determinations, the Committee shall consider
(among such other factors as it deems relevant in light of the specific type of
award) the contributions, responsibilities and other compensation of the
particular Participant.
 
     8.3  Performance Award.  Any Participant selected by the Committee may be
granted a Performance Award. The value of such Performance Awards may be linked
to any one or more of the Performance Criteria or other specific performance
criteria determined appropriate by the Committee, in each case on a specific
date or dates or over any Performance Period determined by the Committee. In
making such determinations,
 
the Committee shall consider (among such other factors as it deems relevant in
light of the specific type of award) the contributions, responsibilities and
other compensation of the Participant.
 
     8.3  Dividend Equivalents.
 
     (a) Any Participant selected by the Committee may be granted Dividend
Equivalents based on the dividends declared on the shares of Stock that are
subject to any Award, to be credited as of dividend payment dates, during the
period between the date the Award is granted and the date the Award is
exercised, vests or expires, as determined by the Committee. Such Dividend
Equivalents shall be converted to cash or additional shares of Stock by such
formula and at such time and subject to such limitations as may be determined by
the Committee.
 
     (b) Dividend Equivalents granted with respect to Options or SARs that are
intended to be Qualified Performance-Based Compensation shall be payable, with
respect to pre-exercise periods, regardless of whether such Option or SAR is
subsequently exercised.
 
     8.5  Stock Payments.  Any Participant selected by the Committee may receive
Stock Payments in the manner determined from time to time by the Committee;
provided, that unless otherwise determined by the Committee such Stock Payments
shall be made in lieu of base salary, bonus, or other cash compensation
otherwise payable to such Participant. The number of shares shall be determined
by the Committee and may be based upon the Performance Criteria or other
specific criteria determined appropriate by the Committee, determined on the
date such Stock Payment is made or on any date thereafter.
 
     8.6  Deferred Stock.  Any Participant selected by the Committee may be
granted an award of Deferred Stock in the manner determined from time to time by
the Committee. The number of shares of Deferred Stock shall be determined by the
Committee and may be linked to the Performance Criteria or other specific
criteria determined to be appropriate by the Committee, in each case on a
specified date or dates or over any period or periods determined by the
Committee (subject to Section 10.6). Stock underlying a Deferred Stock award
will not be issued until the Deferred Stock award has vested, pursuant to a
vesting schedule or criteria set by the Committee. Unless otherwise provided by
the Committee, a Participant awarded Deferred Stock shall have no rights as a
Company stockholder with respect to such Deferred Stock until such time as the
Deferred Stock Award has vested and the Stock underlying the Deferred Stock
Award has been issued.
 
     8.7  Restricted Stock Units.  The Committee is authorized to make Awards of
Restricted Stock Units to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
At the time of grant, the Committee shall specify the date or dates on which the
Restricted Stock Units shall become fully vested and nonforfeitable, and may
specify such conditions to vesting as it deems appropriate (subject to Section
10.6). At the time of grant, the Committee shall specify the maturity date
applicable to each grant of Restricted Stock Units which shall be no earlier
than the vesting date or dates of the Award and may be determined at the
election of the grantee. On the maturity date, the Company shall transfer to the
Participant one unrestricted, fully transferable share of Stock for each
Restricted Stock Unit scheduled to be paid out on such date and not previously
forfeited. The Committee shall specify the purchase price, if any, to be paid by
the grantee to the Company for such shares of Stock.
 
     8.8  Term.  Except as otherwise provided herein, the term of any Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Stock
Payments, Deferred Stock, Restricted Stock Units or Other Stock-Based Award
shall be set by the Committee in its discretion.
 
     8.9  Exercise or Purchase Price.  The Committee may establish the exercise
or purchase price, if any, of any Award of Performance Shares, Performance Stock
Units, Deferred Stock, Stock Payments, Restricted Stock Units or Other
Stock-Based Award; provided, however, that such price shall not be less than the
par value of a share of Stock, unless otherwise permitted by applicable state
law.
 
     8.10  Exercise Upon Termination of Employment or Service.  An Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Deferred
Stock, Stock Payments, Restricted Stock Units and Other Stock-Based Award shall
only be exercisable or payable while the Participant is an Employee, Consultant
or a member of the Board, as applicable; provided, however, that the Committee
in its sole andabsolute discretion may provide that an Award of Performance Shares, Performance
Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock, Restricted
Stock Units or Other Stock-Based Award may be exercised or paid subsequent to a
termination of employment or service, as applicable, or following a Change of
Control of the Company, or because of the Participant's retirement, death or
disability, or otherwise.
 
     8.11  Form of Payment.  Payments with respect to any Awards granted under
this Article 8 shall be made in cash, in Stock or a combination of both, as
determined by the Committee.
 
     8.12  Award Agreement.  All Awards under this Article 8 shall be subject to
such additional terms and conditions as determined by the Committee and shall be
evidenced by an Award Agreement.
 
                                   ARTICLE 9
 
                            Performance-Based Awards
 
     9.1  Purpose.  The purpose of this Article 9 is to provide the Committee
the ability to qualify Awards other than Options and SARs and that are granted
pursuant to Articles 6 and 8 as Qualified Performance-Based Compensation. If the
Committee, in its discretion, decides to grant a Performance-Based Award to a
Covered Employee, the provisions of this Article 9 shall control over any
contrary provision contained in Articles 6 or 8; provided, however, that the
Committee may in its discretion grant Awards to Covered Employees or other
Participants that are based on Performance Criteria or Performance Goals but
that do not satisfy the requirements of this Article 9.
 
     9.2  Applicability.  This Article 9 shall apply only to those Covered
Employees selected by the Committee to receive Performance-Based Awards. The
designation of a Covered Employee as a Participant for a Performance Period
shall not in any manner entitle the Participant to receive an Award for the
period. Moreover, designation of a Covered Employee as a Participant for a
particular Performance Period shall not require designation of such Covered
Employee as a Participant in any subsequent Performance Period and designation
of one Covered Employee as a Participant shall not require designation of any
other Covered Employees as a Participant in such period or in any other period.
 
     9.3  Procedures with Respect to Performance-Based Awards.  To the extent
necessary to comply with the Qualified Performance-Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any Award
granted under Articles 6 and 8 which may be granted to one or more Covered
Employees, no later than ninety (90) days following the commencement of any
fiscal year in question or any other designated fiscal period or period of
service (or such other time as may be required or permitted by Section 162(m) of
the Code), the Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the Performance
Period, (c) establish the Performance Goals, and amounts of such Awards, as
applicable, which may be earned for such Performance Period, and (d) specify the
relationship between Performance Criteria and the Performance Goals and the
amounts of such Awards, as applicable, to be earned by each Covered Employee for
such Performance Period. Following the completion of each Performance Period,
the Committee shall certify in writing whether the applicable Performance Goals
have been achieved for such Performance Period. In determining the amount earned
by a Covered Employee, the Committee shall have the right to reduce or eliminate
(but not to increase) the amount payable at a given level of performance to take
into account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period.
 
     9.4   Payment of Performance-Based Awards.  Unless otherwise provided in
the applicable Award Agreement, a Participant must be employed by the Company or
a Subsidiary on the day a Performance-Based Award for such Performance Period is
paid to the Participant. Furthermore, a Participant shall be eligible to receive
payment pursuant to a Performance-Based Award for a Performance Period only if
the Performance Goals for such period are achieved. In determining the amount
earned under a Performance-Based Award, the Committee may reduce or eliminate
the amount of the Performance-Based Award earned for the Performance Period, if
in its sole and absolute discretion, such reduction or elimination is
appropriate.
 
     9.5  Additional Limitations.  Notwithstanding any other provision of the
Plan, any Award which is granted to a Covered Employee and is intended to
constitute Qualified Performance-Based Compensation shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.
 
                                   ARTICLE 10
 
                        Provisions Applicable to Awards
 
     10.1  Stand-Alone and Tandem Awards.  Awards granted pursuant to the Plan
may, in the discretion of the Committee, be granted either alone, in addition
to, or in tandem with, any other Award granted pursuant to the Plan. Awards
granted in addition to or in tandem with other Awards may be granted either at
the same time as or at a different time from the grant of such other Awards.
 
     10.2  Award Agreement.  Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include the term of an Award, the provisions applicable in the event
the Participant's employment or service terminates, and the Company's authority
to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an
Award.
 
     10.3  Limits on Transfer.  No right or interest of a Participant in any
Award may be pledged, encumbered, or hypothecated to or in favor of any party
other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or a Subsidiary. Except as otherwise provided by the Committee, no Award
shall be assigned, transferred, or otherwise disposed of by a Participant other
than by will or the laws of descent and distribution. The Committee by express
provision in the Award or an amendment thereto may permit an Award (other than
an Incentive Stock Option) to be transferred to, exercised by and paid to
certain persons or entities related to the Participant, including but not
limited to members of the Participant's family, charitable institutions, or
trusts or other entities whose beneficiaries or beneficial owners are members of
the Participant's family and/or charitable institutions, or to such other
persons or entities as may be expressly approved by the Committee, pursuant to
such conditions and procedures as the Committee may establish. Any permitted
transfer shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax
planning purposes (or to a "blind trust" in connection with the Participant's
termination of employment or service with the Company or a Subsidiary to assume
a position with a governmental, charitable, educational or similar non-profit
institution) and on a basis consistent with the Company's lawful issue of
securities.
 
     10.4  Beneficiaries.  Notwithstanding Section 10.3, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If the Participant is married and resides in a
community property state, a designation of a person other than the Participant's
spouse as his or her beneficiary with respect to more than 50% of the
Participant's interest in the Award shall not be effective without the prior
written consent of the Participant's spouse. If no beneficiary has been
designated or survives the Participant, payment shall be made to the person
entitled thereto pursuant to the Participant's will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is
filed with the Committee.
 
     10.5  Stock Certificates.  Notwithstanding anything herein to the contrary,
the Company shall not be required to issue or deliver any certificates
evidencing shares of Stock pursuant to the exercise of any Award,
 
unless and until the Board has determined, with advice of counsel, that the
issuance and delivery of such certificates is in compliance with all applicable
laws, regulations of governmental authorities and, if applicable, the
requirements of any exchange on which the shares of Stock are listed or traded.
All Stock certificates delivered pursuant to the Plan are subject to any
stop-transfer orders and other restrictions as the Committee deems necessary or
advisable to comply with federal, state, or foreign jurisdiction, securities or
other laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock. In addition to the terms and conditions
provided herein, the Board may require that a Participant make such reasonable
covenants, agreements, and representations as the Board, in its discretion,
deems advisable in order to comply with any such laws, regulations, or
requirements. The Committee shall have the right to require any Participant to
comply with any timing or other restrictions with respect to the settlement or
exercise of any Award, including a window-period limitation, as may be imposed
in the discretion of the Committee.
 
     10.6  Full Value Award Vesting Limitations.  Notwithstanding any other
provision of this Plan to the contrary, Full Value Awards made to Employees or
Consultants shall become vested over a period of not less than three years, (or,
in the case of vesting based upon the attainment of Performance Goals or other
performance-based, objectives, over a period of not less than one year)
following the date the Award is made; provided, however, that, notwithstanding
the foregoing, Full Value Awards that result in the issuance of an aggregate of
up to 5% of the shares of Stock available pursuant to Section 3.1 (a) may be
granted to any one or more Participants without respect to such minimum vesting
provisions.
 
     10.7  Paperless Exercise.  In the event that the Company establishes, for
itself or using the services of a third party, an automated system for the
exercise of Awards, such as a system using an internet website or interactive
voice response, then the paperless exercise of Awards by a Participant may be
permitted through the use of such an automated system.
 
                                   ARTICLE 11
 
                        Changes in the Capital Structure
 
     11.1  Adjustments.  In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of
Company assets to stockholders, or any other change affecting the shares of
Stock or the share price of the Stock, the Committee shall make such
proportionate adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such change with respect to (a) the aggregate number and
type of shares that may be issued under the Plan (including, but not limited to,
adjustments of the limitations in Sections 3.1 and 3.3); (b) the terms and
conditions of any outstanding Awards (including, without limitation, any
applicable performance targets or criteria with respect thereto); and (c) the
grant or exercise price per share for any outstanding Awards under the Plan. Any
adjustment affecting an Award intended as Qualified Performance-Based
Compensation shall be made consistent with the requirements of Section 162(m) of
the Code.
 
     11.2  Acceleration upon a Change of Control.  Except as may otherwise be
provided in any Award Agreement or any other written agreement entered into by
and between the Company and a Participant, if a Change of Control occurs and a
Participant's Options, Restricted Stock or Stock Appreciation Rights settled in
stock are not converted, assumed, or replaced by a successor, such Awards shall
become fully exercisable and all forfeiture restrictions on such Awards shall
lapse; and provided such Change of Control is a change in the ownership or
effective control of the Company or in the ownership of or a substantial portion
of the assets of the Company within the meaning of Section 409A of the Code,
then all Restricted Stock Units, Deferred Stock and Performance Stock shall
become deliverable upon the Change of Control. Upon, or in anticipation of, a
Change of Control, the Committee may in its sole discretion provide for (i) any
and all Awards outstanding hereunder to terminate at a specific time in the
future and shall give each Participant the right to exercise such Awards during
a period of time as the Committee shall determine, (ii) either the purchase of
any Award for an amount of cash equal to the amount that could have been
attained upon the exercise of such Award or realization of the Participant's
rights had such Award been currently exercisable or payable or fully
vested (and, for the avoidance of doubt, if as of such date the Committee
determines in good faith that no amount would have been attained upon the
exercise of such Award or realization of the Participant's rights, then such
Award may be terminated by the Company without payment), (iii) the replacement
of such Award with other rights or property selected by the Committee in its
sole discretion the assumption of or substitution of such Award by the successor
or surviving corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of Shares and prices, or (iv) provide for
payment of Awards in cash based on the value of Stock on the date of the Change
of Control plus reasonable interest on the Award through the date such Award
would otherwise be vested or have been paid in accordance with its original
terms, if necessary to comply with Section 409A of the Code.
 
     11.3  Outstanding Awards -- Certain Mergers.  Subject to any required
action by the stockholders of the Company, in the event that the Company shall
be the surviving corporation in any merger or consolidation (except a merger or
consolidation as a result of which the holders of shares of Stock receive
securities of another corporation), each Award outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities that a
holder of the number of shares of Stock subject to such Award would have
received in such merger or consolidation.
 
     11.4  Outstanding Awards -- Other Changes.  In the event of any other
change in the capitalization of the Company or corporate change other than those
specifically referred to in this Article 11, the Committee may, in its absolute
discretion, make such adjustments in the number and class of shares subject to
Awards outstanding on the date on which such change occurs and in the per share
grant or exercise price of each Award as the Committee may consider appropriate
to prevent dilution or enlargement of rights.
 
     11.5  No Other Rights.  Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee
under the Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares
of Stock subject to an Award or the grant or exercise price of any Award.
 
                                   ARTICLE 12
 
                                 Administration
 
     12.1  Committee.  The Plan shall be administered by the Compensation
Committee of the Board; provided however that the Compensation Committee may
delegate to a committee of one or more members of the Board the authority to
grant or amend Awards to Participants other than (a) senior executives of the
Company who are subject to Section 16 of the Exchange Act or (b) Covered
Employees. The Committee shall consist of at least two individuals, each of whom
qualifies as (x) a Non-Employee Director, and (y) an "outside director" pursuant
to Code Section 162(m) and the regulations issued thereunder. Reference to the
Committee shall refer to the Board if the Compensation Committee ceases to exist
and the Board does not appoint a successor Committee.
 
     12.2  Action by the Committee.  A majority of the Committee shall
constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present, and acts approved in writing by a majority
of the Committee in lieu of a meeting, shall be deemed the acts of the
Committee. Each member of the Committee is entitled to, in good faith, rely or
act upon any report or other information furnished to that member by any officer
or other employee of the Company or any Subsidiary, the Company's independent
certified public accountants, or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.
 
     12.3  Authority of Committee.  Subject to any specific designation in the
Plan, the Committee has the exclusive power, authority and discretion to:
 
          (a) Designate Participants to receive Awards;
 
          (b) Determine the type or types of Awards to be granted to each
     Participant;
 
          (c) Determine the number of Awards to be granted and the number of
     shares of Stock to which an Award will relate;
 
          (d) Determine the terms and conditions of any Award granted pursuant
     to the Plan, including, but not limited to, the exercise price, grant
     price, or purchase price, any restrictions or limitations on the Award, any
     schedule for lapse of forfeiture restrictions or restrictions on the
     exercisability of an Award, and accelerations or waivers thereof, any
     provisions related to non-competition and recapture of gain on an Award,
     based in each case on such considerations as the Committee in its sole
     discretion determines; provided, however, that the Committee shall not have
     the authority to accelerate the vesting or waive the forfeiture of any
     Performance-Based Awards;
 
          (e) Determine whether, to what extent, and pursuant to what
     circumstances an Award may be settled in, or the exercise price of an Award
     may be paid in, cash, Stock, other Awards, or other property, or an Award
     may be canceled, forfeited, or surrendered;
 
          (f) Prescribe the form of each Award Agreement, which need not be
     identical for each Participant;
 
          (g) Decide all other matters that must be determined in connection
     with an Award;
 
          (h) Establish, adopt, or revise any rules and regulations as it may
     deem necessary or advisable to administer the Plan;
 
          (i) Interpret the terms of, and any matter arising pursuant to, the
     Plan or any Award Agreement; and
 
          (j) Make all other decisions and determinations that may be required
     pursuant to the Plan or as the Committee deems necessary or advisable to
     administer the Plan.
 
     12.4  Decisions Binding.  The Committee's interpretation of the Plan, any
Awards granted pursuant to the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan and final, binding, and
conclusive on all parties.
 
                                   ARTICLE 13
 
                         Effective and Expiration Date
 
     13.1  Effective Date.  The Plan is effective as of the date the Plan is
approved by the Company's stockholders (the "Effective Date"). The Plan will be
deemed to be approved by the stockholders if it receives the affirmative vote of
the holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting duly held in accordance with the
applicable provisions of the Company's Bylaws.
 
     13.2  Expiration Date.  The Plan will expire on, and no Award may be
granted pursuant to the Plan after, the tenth anniversary of the Effective Date.
Any Awards that are outstanding on the tenth anniversary of the Effective Date
shall remain in force according to the terms of the Plan and the applicable
Award Agreement.
 
                                   ARTICLE 14
 
                    Amendment, Modification, and Termination
 
     14.1  Amendment, Modification, and Termination.  With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend or
modify the Plan; provided, however, that (a) to
the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as
required, and (b) stockholder approval is required for any amendment to the Plan
that (i) increases the number of shares available under the Plan (other than any
adjustment as provided by Article 11, (ii) permits the Committee to grant
Options with an exercise price that is below Fair Market Value on the date of
grant, (iii) permits the Committee to extend the exercise period for an Option
beyond ten years from the date of grant, or (iv) results in a material increase
in benefits or a change in eligibility requirements. Notwithstanding any
provision in this Plan to the contrary, absent approval of the stockholders of
the Company, no Option may be amended to reduce the per share exercise price of
the shares subject to such Option below the per share exercise price as of the
date the Option is granted and, except as permitted by Article 11, no Option may
be granted in exchange for, or in connection with, the cancellation or surrender
of an Option having a higher per share exercise price.
 
     14.2  Awards Previously Granted.  No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted pursuant to the Plan without the prior written consent of the
Participant.
 
                                   ARTICLE 15
 
                               General Provisions
 
     15.1  No Rights to Awards.  No Participant, employee, or other person shall
have any claim to be granted any Award pursuant to the Plan, and neither the
Company nor the Committee is obligated to treat Participants, employees, and
other persons uniformly.
 
     15.2  No Stockholders Rights.  No Award gives the Participant any of the
rights of a stockholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Award.
 
     15.3  Withholding.  The Company or any Subsidiary shall have the authority
and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local and foreign taxes
(including the Participant's employment tax obligations) required by law to be
withheld with respect to any taxable event concerning a Participant arising as a
result of this Plan. The Committee may in its discretion and in satisfaction of
the foregoing requirement allow a Participant to elect to have the Company
withhold shares of Stock otherwise issuable under an Award (or allow the return
of shares of Stock) having a Fair Market Value equal to the sums required to be
withheld. Notwithstanding any other provision of the Plan, the number of shares
of Stock which may be withheld with respect to the issuance, vesting, exercise
or payment of any Award (or which may be repurchased from the Participant of
such Award within six months after such shares of Stock were acquired by the
Participant from the Company) in order to satisfy the Participant's federal,
state, local and foreign income and payroll tax liabilities with respect to the
issuance, vesting, exercise or payment of the Award shall be limited to the
number of shares which have a Fair Market Value on the date of withholding or
repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and foreign income
tax and payroll tax purposes that are applicable to such supplemental taxable
income.
 
     15.4  No right to Employment or Services.  Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Company or
any Subsidiary to terminate any Participant's employment or services at any
time, nor confer upon any Participant any right to continue in the employ or
service of the Company or any Subsidiary.
 
     15.5  Unfunded Status of Awards.  The Plan is intended to be an "unfunded"
plan for incentive compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.
 
     15.6  Indemnification.  To the extent allowable pursuant to applicable law,
each member of the Committee or of the Board shall be indemnified and held
harmless by the Company from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by such
member in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be
involved by reason or any action or failure to act pursuant to the Plan and
against and from any all amounts paid by him or her in satisfaction or judgment
in such action, suit, or proceeding against him or her; provided he or she gives
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled pursuant to the
Company's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.
 
     15.7  Relationship to other Benefits.  No payment pursuant to the Plan
shall be taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.
 
     15.8  Expenses.  The expenses of administering the Plan shall be borne by
the Company and its Subsidiaries.
 
     15.9  Titles and Headings.  The titles and headings of the Sections in the
Plan are for convenience of reference only and, in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.
 
     15.10  Fractional Shares.  No fractional shares of Stock shall be issued
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up or down as appropriate.
 
     15.11  Limitations Applicable to Section 16 Persons.  Notwithstanding any
other provision of the Plan, the Plan, and any Award granted or awarded to any
Participant who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.
 
     15.12  Government and Other Regulations.  The obligation of the Company to
make payment of awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by government agencies as
may be required. The Company shall be under no obligation to register pursuant
to the Securities Act of 1933, as amended, any of the shares of Stock paid
pursuant to the Plan. If the shares paid pursuant to the Plan may in certain
circumstances be exempt from registration pursuant to the Securities Act of
1933, as amended, the Company may restrict the transfer of such shares in such
manner as it deems advisable to ensure the availability of any such exemption.
 
     15.13  Governing Law.  The Plan and all Award Agreements shall be construed
in accordance with and governed by the laws of the State of Delaware.
 
                                   * * * * *
 
     I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of IDEX Corporation on February 2, 2005.
 
     I hereby certify that the foregoing Plan was approved by the stockholders
of IDEX Corporation on           , 2005.
 
     Executed on this   day of           , 2005.