<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>2
<FILENAME>h24328exv10w16.txt
<DESCRIPTION>2004 LONG-TERM INCENTIVE PLAN
<TEXT>
<PAGE>
 
                                                                   EXHIBIT 10.16
 
                           THE MEN'S WEARHOUSE, INC.
 
                         2004 LONG-TERM INCENTIVE PLAN
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                               TABLE OF CONTENTS
 
<Table>
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                                                              SECTION
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<S>                                                           <C>
          ARTICLE I -- ESTABLISHMENT, PURPOSE AND DURATION
Establishment...............................................     1.1
Purpose of the Plan.........................................     1.2
Duration of Authority to Make Grants Under the Plan.........     1.3
                      ARTICLE II -- DEFINITIONS
Affiliate...................................................     2.1
Award.......................................................     2.2
Award Agreement.............................................     2.3
Board.......................................................     2.4
Cash-Based Award............................................     2.5
Code........................................................     2.6
Committee...................................................     2.7
Company.....................................................     2.8
Corporate Change............................................     2.9
Covered Employee............................................    2.10
Deferred Stock Unit.........................................    2.11
Deferred Stock Unit Award...................................    2.12
Disability..................................................    2.13
Effective Date..............................................    2.14
Employee....................................................    2.15
Exchange Act................................................    2.16
Fair Market Value...........................................    2.17
Fiscal Year.................................................    2.18
Freestanding SAR............................................    2.19
Holder......................................................    2.20
Incentive Stock Option or ISO...............................    2.21
Mature Shares...............................................    2.22
Nonqualified Stock Option or NQSO...........................    2.23
Option......................................................    2.24
Option Price................................................    2.25
Optionee....................................................    2.26
Option Agreement............................................    2.27
Other Stock-Based Award.....................................    2.28
Parent Corporation..........................................    2.29
Performance-Based Award.....................................    2.30
Performance-Based Compensation..............................    2.31
Performance Goals...........................................    2.32
Performance Period..........................................    2.33
Performance Stock Award.....................................    2.34
Performance Unit Award......................................    2.35
Period of Restriction.......................................    2.36
Plan........................................................    2.37
Restricted Stock............................................    2.38
Restricted Stock Award......................................    2.39
Retirement..................................................    2.40
Stock Appreciation Right or SAR.............................    2.41
Stock.......................................................    2.42
Subsidiary Corporation......................................    2.43
Tandem SAR..................................................    2.44
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                                        i
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<Table>
<Caption>
                                                              SECTION
                                                              -------
<S>                                                           <C>
Ten Percent Stockholder.....................................    2.45
Termination of Employment...................................    2.46
TMW Group...................................................    2.47
 
            ARTICLE III -- ELIGIBILITY AND PARTICIPATION
Eligibility.................................................     3.1
Participation...............................................     3.2
 
         ARTICLE IV -- GENERAL PROVISIONS RELATING TO AWARDS
Authority to Grant Awards...................................     4.1
Dedicated Shares; Maximum Awards............................     4.2
Non-Transferability.........................................     4.3
Requirements of Law.........................................     4.4
Changes in the Company's Capital Structure..................     4.5
Election Under Section 83(b) of the Code....................     4.6
Forfeiture for Cause........................................     4.7
Forfeiture Events...........................................     4.8
 
                        ARTICLE V -- OPTIONS
Authority to Grant Options..................................     5.1
Type of Options Available...................................     5.2
Option Agreement............................................     5.3
Option Price................................................     5.4
Duration of Options.........................................     5.5
Amount Exercisable..........................................     5.6
Exercise of Options.........................................     5.7
Transferability of Options..................................     5.8
Notification of Disqualifying Disposition...................     5.9
No Rights as Stockholder....................................    5.10
$100,000 Limitation on Incentive Stock Options..............    5.11
 
               ARTICLE VI -- STOCK APPRECIATION RIGHTS
Authority to Grant Stock Appreciation Rights Awards.........     6.1
Type of Stock Appreciation Rights Available.................     6.2
Stock Appreciation Right Agreement..........................     6.3
Term of Stock Appreciation Rights...........................     6.4
Exercise of Freestanding SARs...............................     6.5
Exercise of Tandem SARs.....................................     6.6
Payment of SAR Amount.......................................     6.7
Termination of Employment...................................     6.8
Nontransferability of SARs..................................     6.9
No Rights as Stockholder....................................    6.10
Restrictions on Stock Received..............................    6.11
 
               ARTICLE VII -- RESTRICTED STOCK AWARDS
Restricted Stock Awards.....................................     7.1
Holder's Rights as Stockholder..............................     7.2
 
             ARTICLE VIII -- DEFERRED STOCK UNIT AWARDS
Authority to Grant Deferred Stock Unit Awards...............     8.1
Deferred Stock Unit Awards..................................     8.2
Deferred Stock Unit Award Agreement.........................     8.3
Payments Under Deferred Stock Unit Awards...................     8.4
Holder's Rights as Stockholder..............................     8.5
</Table>
 
                                        ii
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<Table>
<Caption>
                                                              SECTION
                                                              -------
<S>                                                           <C>
     ARTICLE IX -- PERFORMANCE STOCK AND PERFORMANCE UNIT AWARDS
  Authority to Grant Performance Stock and Performance Unit
     Awards.................................................     9.1
  Rights as Stockholder.....................................     9.2
  Increases Prohibited......................................     9.3
 
     ARTICLE X -- CASH-BASED AWARDS AND OTHER STOCK-BASED AWARDS
  Authority to Grant Cash-Based Awards......................    10.1
  Authority to Grant Other Stock-Based Awards...............    10.2
  Value of Cash-Based Awards and Other Stock-Based Awards...    10.3
  Payment of Cash-Based Awards and Other Stock-Based
     Awards.................................................    10.4
  Termination of Employment.................................    10.5
  Nontransferability........................................    10.6
 
                  ARTICLE XI -- SUBSTITUTION AWARDS
 
                    ARTICLE XII -- ADMINISTRATION
  Awards....................................................    12.1
  Authority of the Committee................................    12.2
  Decisions Binding.........................................    12.3
  No Liability..............................................    12.4
 
          ARTICLE XIII -- AMENDMENT OR TERMINATION OF PLAN
  Amendment, Modification, Suspension, and Termination......    13.1
  Awards Previously Granted.................................    13.2
 
                    ARTICLE XIV -- MISCELLANEOUS
  Unfunded Plan/No Establishment of a Trust Fund............    14.1
  No Employment Obligation..................................    14.2
  Tax Withholding...........................................    14.3
  Written Agreement.........................................    14.4
  Indemnification of the Committee..........................    14.5
  Gender and Number.........................................    14.6
  Severability..............................................    14.7
  Headings..................................................    14.8
  Other Compensation Plans..................................    14.9
  Other Awards..............................................   14.10
  Successors................................................   14.11
  Law Limitations/Governmental Approvals....................   14.12
  Delivery of Title.........................................   14.13
  Inability to Obtain Authority.............................   14.14
  Investment Representations................................   14.15
  Persons Residing Outside of the United States.............   14.16
  No Fractional Shares......................................   14.17
  Arbitration of Disputes...................................   14.18
  Governing Law.............................................   14.19
</Table>
 
                                       iii
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                                   ARTICLE I
 
                      ESTABLISHMENT, PURPOSE AND DURATION
 
     1.1  Establishment.  The Company hereby establishes an incentive
compensation plan, to be known as "The Men's Wearhouse, Inc. 2004 Long-Term
Incentive Plan," as set forth in this document. The Plan permits the grant of
Options (both Incentive Stock Options and Nonqualified Stock Options), Stock
Appreciation Rights, Restricted Stock, Deferred Stock Units, Performance Stock
Awards, Performance Units, Cash-Based Awards, and Other Stock-Based Awards. The
Plan shall become effective and shall be deemed to have been adopted on the date
the Plan is approved by the Board if within one year of that date it shall have
been approved by the holders of at least a majority of the outstanding shares of
voting stock of the Company or if the provisions of the corporate charter,
by-laws or applicable state law prescribes a greater degree of stockholder
approval for this action, the approval by the holders of that percentage, at a
meeting of stockholders (the "Effective Date"), and shall remain in effect as
provided in Section 1.3.
 
     1.2  Purpose of the Plan.  The purpose of the Plan is to reward certain
corporate officers and other employees of the Company and its Affiliates
(collectively, the "TMW Group") by enabling them to acquire shares of common
stock of the Company and to receive other compensation based on the increase in
value of the common stock of the Company or certain other performance measures.
The Plan is intended to advance the best interests of the Company, its
Affiliates and its stockholders by providing those persons who have substantial
responsibility for the management and growth of the TMW Group with additional
performance incentives and an opportunity to obtain or increase their
proprietary interest in the Company, thereby encouraging them to continue in
their employment with the TMW Group.
 
     1.3  Duration of Authority to Make Grants Under the Plan.  No Awards may be
granted under the Plan on or after the tenth anniversary of the Effective Date.
The applicable provisions of the Plan will continue in effect with respect to an
Award granted under the Plan for as long as such Award remains outstanding.
 
                                   ARTICLE II
 
                                  DEFINITIONS
 
     The words and phrases defined in this Article shall have the meaning set
out below throughout the Plan, unless the context in which any such word or
phrase appears reasonably requires a broader, narrower or different meaning.
 
     2.1  "Affiliate" means any corporation, partnership, limited liability
company or association, trust or other entity or organization which, directly or
indirectly, controls, is controlled by, or is under common control with, the
Company. For purposes of the preceding sentence, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any entity or organization, shall mean the
possession, directly or indirectly, of the power (a) to vote more than 50
percent (50%) of the securities having ordinary voting power for the election of
directors of the controlled entity or organization, or (ii) to direct or cause
the direction of the management and policies of the controlled entity or
organization, whether through the ownership of voting securities or by contract
or otherwise.
 
     2.2  "Award" means, individually or collectively, a grant under the Plan of
Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights,
Restricted Stock, Deferred Stock Units, Performance Stock Awards, Performance
Units, Cash-Based Awards, and Other Stock-Based Awards, in each case subject to
the terms and provisions of the Plan.
 
     2.3  "Award Agreement" means an agreement that sets forth the terms and
conditions applicable to an Award granted under the Plan.
 
     2.4  "Board" means the board of directors of the Company.
 
     2.5  "Cash-Based Award" means an Award granted to a Holder pursuant to
Article X.
 
     2.6  "Code" means the United States Internal Revenue Code of 1986, as
amended from time to time.
 
                                       1
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     2.7  "Committee" means a committee of at least two persons, who are members
of the Compensation Committee of the Board and are appointed by the Compensation
Committee of the Board, or, to the extent it chooses to operate as the
Committee, the Compensation Committee of the Board. Each member of the Committee
in respect of his or her participation in any decision with respect to an Award
intended to satisfy the requirements of section 162(m) of the Code must satisfy
the requirements of "outside director" status within the meaning of section
162(m) of the Code; provided, however, that the failure to satisfy such
requirement shall not affect the validity of the action of any committee
otherwise duly authorized and acting in the matter. As to Awards, grants or
other transactions that are authorized by the Committee and that are intended to
be exempt under Rule 16b-3, the requirements of Rule 16b-3(d)(1) with respect to
committee action must also be satisfied.
 
     2.8  "Company" means The Men's Wearhouse, Inc., a Texas corporation, or any
successor (by reincorporation, merger or otherwise).
 
     2.9  "Corporate Change" shall have the meaning ascribed to that term in
Section 4.5(c).
 
     2.10  "Covered Employee" means a Holder who is a "covered employee," as
defined in section 162(m) of the Code and the regulations promulgated
thereunder, or any successor statute.
 
     2.11  "Deferred Stock Unit" means a unit credited to a Holder's ledger
account maintained by the Company pursuant to Article VIII.
 
     2.12  "Deferred Stock Unit Award" means an Award granted pursuant to
Article VIII.
 
     2.13  "Disability" means as determined by the Committee in its discretion
exercised in good faith, a physical or mental condition of the Holder that would
entitle him to payment of disability income payments under the Company's
long-term disability insurance policy or plan for employees as then in effect;
or in the event that the Holder is not covered, for whatever reason under the
Company's long-term disability insurance policy or plan for employees or in the
event the Company does not maintain such a long-term disability insurance
policy, "Disability" means a permanent and total disability as defined in
section 22(e)(3) of the Code. A determination of Disability may be made by a
physician selected or approved by the Committee and, in this respect, the Holder
shall submit to an examination by such physician upon request by the Committee.
 
     2.14  "Effective Date" shall have the meaning ascribed to that term in
Section 1.1.
 
     2.15  "Employee" means (a) a person employed by the Company or any
Affiliate as a common law employee or (b) a person who has agreed to become a
common law employee of the Company or any Affiliate and is expected to become
such within six (6) months from the date of a determination made for purposes of
the Plan.
 
     2.16  "Exchange Act" means the United States Securities Exchange Act of
1934, as amended from time to time.
 
     2.17  "Fair Market Value" of the Stock as of any particular date means, if
the Stock is traded on a stock exchange, the closing sale price of the Stock on
that date as reported on the principal securities exchange on which the Stock is
traded, if the Stock is traded in the over-the-counter market, the average
between the high bid and low asked price on that date as reported in such
over-the-counter market, provided that (a) if the Stock is not so traded, (b) if
no closing price or bid and asked prices for the stock was so reported on that
date or (c) if, in the discretion of the Committee, another means of determining
the fair market value of a share of Stock at such date shall be necessary or
advisable, the Committee may provide for another means for determining such fair
market value.
 
     2.18  "Fiscal Year" means the Company's fiscal year.
 
     2.19  "Freestanding SAR" means a SAR that is granted independently of any
Option pursuant to Article VI.
 
     2.20  "Holder" means a person who has been granted an Award or any person
who is entitled to receive Shares (and/or cash in the case of a Stock
Appreciation Right) under an Award.
 
                                       2
<PAGE>
 
     2.21  "Incentive Stock Option" or "ISO" means an option which is intended,
as evidenced by its designation, as an incentive stock option within the meaning
of section 422 of the Code, the award of which contains such provisions
(including but not limited to the receipt of stockholder approval of the Plan,
if the Award is made prior to such approval) and is made under such
circumstances and to such persons as may be necessary to comply with that
section.
 
     2.22  "Mature Shares" means shares of Stock that the Holder has held for at
least six months.
 
     2.23  "Nonqualified Stock Option" or "NQSO" means an Option that is
designated as a nonqualified stock option. Any Option granted hereunder that is
not designated as an incentive stock option shall be deemed to be designated a
nonqualified stock option under the Plan and not an incentive stock option under
the Code.
 
     2.24  "Option" means an Incentive Stock Option or a Nonqualified Stock
Option granted pursuant to Article V.
 
     2.25  "Option Price" shall have the meaning ascribed to that term in
Section 5.4.
 
     2.26  "Optionee" means a person who is granted an Option under the Plan.
 
     2.27  "Option Agreement" means a written contract setting forth the terms
and conditions of an Option.
 
     2.28  "Other Stock-Based Award" means an equity-based or equity-related
Award not otherwise described by the terms and provisions of the Plan that is
granted pursuant to Article X.
 
     2.29  "Parent Corporation" means any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company if, at the time of
the action or transaction, each of the corporations other than the Company owns
stock possessing 50 percent or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
 
     2.30  "Performance-Based Award" means a Performance Stock Award, a
Performance Unit, or a Cash-Based Award granted to a Holder under which the
fulfillment of performance goals determines the degree of payout or vesting.
 
     2.31  "Performance-Based Compensation" means compensation under an Award
that satisfies the requirements of section 162(m) of the Code for deductibility
of remuneration paid to Covered Employees.
 
     2.32  "Performance Goals" means one or more of the criteria described in
Article IX on which the performance goals applicable to an Award are based.
 
     2.33  "Performance Period" means the period of time during which the
performance goals applicable to a Performance-Based Award must be met.
 
     2.34  "Performance Stock Award" means an Award granted to a Holder pursuant
to Article IX.
 
     2.35  "Performance Unit Award" means an Award granted to a Holder pursuant
to Article IX.
 
     2.36  "Period of Restriction" means the period during which Restricted
Stock is subject to a substantial risk of forfeiture (based on the passage of
time, the achievement of performance goals, or upon the occurrence of other
events as determined by the Committee, in its discretion), as provided in
Article VII.
 
     2.37  "Plan" means The Men's Wearhouse, Inc. 2004 Long-Term Incentive Plan,
as set forth in this document and as it may be amended from time to time.
 
     2.38  "Restricted Stock" means shares of restricted Stock issued or granted
under the Plan pursuant to Article VII.
 
     2.39  "Restricted Stock Award" means an authorization by the Committee to
issue or transfer Restricted Stock to a Holder.
 
                                       3
<PAGE>
 
     2.40  "Retirement" means retirement in accordance with the terms of a
retirement plan that is qualified under section 401(a) of the Code and
maintained by the Company or an Affiliate in which the Holder is a participant.
 
     2.41  "Stock Appreciation Right" or "SAR" means any stock appreciation
right granted pursuant to Article VI of the Plan.
 
     2.42  "Stock" means the common stock of the Company, $.01 par value per
share (or such other par value as may be designated by act of the Company's
stockholders).
 
     2.43  "Subsidiary Corporation" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of the action or transaction, each of the corporations other than the
last corporation in an unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of stock in one of the other
corporations in the chain.
 
     2.44  "Tandem SAR" means a SAR that is granted in connection with a related
Option pursuant to Article VI, the exercise of which shall require forfeiture of
the right to purchase a share of the Stock under the related Option (and when a
share of the Stock is purchased under the Option, the Tandem SAR shall similarly
be canceled).
 
     2.45  "Ten Percent Stockholder" means an individual who, at the time the
Option is granted, owns stock possessing more than ten percent of the total
combined voting power of all classes of stock or series of the Company or of any
Parent Corporation or Subsidiary Corporation. An individual shall be considered
as owning the stock owned, directly or indirectly, by or for his brothers and
sisters (whether by the whole or half blood), spouse, ancestors and lineal
descendants; and stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust, shall be considered as being owned proportionately
by or for its stockholders, partners or beneficiaries.
 
     2.46  "Termination of Employment" means, in the case of an Award other than
an Incentive Stock Option, the termination of the Award recipient's employment
relationship with the Company and all Affiliates. "Termination of Employment"
means, in the case of an Incentive Stock Option, the termination of the
Optionee's employment relationship with all of the Company, any Parent
Corporation, any Subsidiary Corporation and any parent or subsidiary corporation
(within the meaning of section 422(a)(2) of the Code) of any such corporation
that issues or assumes an Incentive Stock Option in a transaction to which
section 424(a) of the Code applies.
 
     2.47  "TMW Group" shall have the meaning ascribed to that term in Section
1.2.
 
                                  ARTICLE III
 
                         ELIGIBILITY AND PARTICIPATION
 
     3.1  Eligibility.  The persons who are eligible to receive Awards under the
Plan are Employees who have substantial responsibility for or involvement with
the management and growth of one or more members of the TMW Group. However, only
those persons who are, on the dates of grant, key employees of the Company or
any Parent Corporation or Subsidiary Corporation are eligible for grants of
Incentive Stock Options under the Plan.
 
     3.2  Participation.  Subject to the terms and provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees those
persons to whom Awards shall be granted and shall determine the nature and
amount of each Award.
 
                                   ARTICLE IV
 
                     GENERAL PROVISIONS RELATING TO AWARDS
 
     4.1  Authority to Grant Awards.  The Committee may grant Awards to those
Employees as the Committee shall from time to time determine, under the terms
and conditions of the Plan. Subject only to any
 
                                       4
<PAGE>
 
applicable limitations set out in the Plan, the number of shares of Stock or
other value to be covered by any Award to be granted under the Plan shall be as
determined by the Committee in its sole discretion.
 
     4.2  Dedicated Shares; Maximum Awards.  The aggregate number of shares of
Stock with respect to which Awards may be granted under the Plan is 600,000. The
aggregate number of shares of Stock with respect to which Incentive Stock
Options may be granted under the Plan is 600,000. The aggregate number of shares
of Stock with respect to which Nonqualified Stock Options may be granted under
the Plan is 600,000. The aggregate number of shares of Stock with respect to
which Stock Appreciation Rights may be granted under the Plan is 600,000. The
aggregate number of shares of Stock with respect to which Restricted Stock
Awards may be granted under the Plan is 300,000. The aggregate number of shares
of Stock with respect to which Performance Stock Awards may be granted under the
Plan is 300,000. The maximum number of shares of Stock with respect to which
Incentive Stock Options may be granted to an Employee during a Fiscal Year is
200,000. The maximum number of shares of Stock with respect to which
Nonqualified Stock Options may be granted to an Employee during a Fiscal Year is
200,000. The maximum number of shares of Stock with respect to which Stock
Appreciation Rights may be granted to an Employee during a Fiscal Year is
200,000. The maximum number of shares of Stock with respect to which Restricted
Stock Awards may be granted to an Employee during a Fiscal Year is 150,000. The
maximum amount with respect to which Deferred Stock Unit Awards may be granted
to an Employee during a Fiscal Year may not exceed in value the Fair Market
Value of 150,000 shares of Stock determined as of the date of grant. The maximum
number of shares of Stock with respect to which Performance Stock Awards may be
granted to an Employee during a Fiscal Year is 150,000. The maximum number of
shares of Stock with respect to which Performance Unit Awards may be granted to
an Employee during a Fiscal Year is 150,000. The maximum number of shares of
Stock with respect to which Other Stock-Based Awards may be granted to an
Employee during a Fiscal Year is 150,000. The maximum aggregate amount with
respect to which Cash-Based Awards may be awarded or credited to an Employee
during a Fiscal Year may not exceed in value $3,000,000 determined as of the
date of grant. The maximum aggregate amount with respect to which Performance
Unit Awards may be awarded or credited to an Employee during a Fiscal Year may
not exceed in value $3,000,000 determined as of the date of grant. Each of the
foregoing numerical limits stated in this Section 4.2 shall be subject to
adjustment in accordance with the provisions of Section 4.5. The number of
shares of Stock stated in this Section 4.2 shall also be increased by such
number of shares of Stock as become subject to substitute Awards granted
pursuant to Article XI; provided, however, that such increase shall be
conditioned upon the approval of the stockholders of the Company to the extent
stockholder approval is required by law or applicable stock exchange rules. If
any outstanding Award expires or terminates for any reason, is settled in cash
in lieu of shares of Stock or any Award is surrendered, the shares of Stock
allocable to the unexercised portion of that Award may again be subject to an
Award granted under the Plan. If shares of Stock are withheld from payment of an
Award to satisfy tax obligations with respect to the Award, such shares of Stock
will not count against the aggregate number of shares of Stock with respect to
which Awards may be granted under the Plan. If a Stock Appreciation Right is
exercised, only the number of shares of Stock actually issued shall be charged
against the maximum number of shares of Stock that may be delivered pursuant to
Awards under the Plan.
 
     4.3  Non-Transferability.  Except as specified in the applicable Award
Agreements or in domestic relations court orders, Awards shall not be
transferable by the Holder other than by will or under the laws of descent and
distribution, and shall be exercisable, during the Holder's lifetime, only by
him or her. In the discretion of the Committee, any attempt to transfer an Award
other than under the terms of the Plan and the applicable Award Agreement may
terminate the Award.
 
     4.4  Requirements of Law.  The Company shall not be required to sell or
issue any shares of Stock under any Award if issuing those shares of Stock would
constitute or result in a violation by the Holder or the Company of any
provision of any law, statute or regulation of any governmental authority.
Specifically, in connection with any applicable statute or regulation relating
to the registration of securities, upon exercise of any Option or pursuant to
any other Award, the Company shall not be required to issue any shares of Stock
unless the Committee has received evidence satisfactory to it to the effect that
the Holder will not transfer the shares of Stock except in accordance with
applicable law, including receipt of an opinion of counsel satisfactory to the
Company to the effect that any proposed transfer complies with applicable law.
The
 
                                       5
<PAGE>
 
determination by the Committee on this matter shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to, register any
shares of Stock covered by the Plan pursuant to applicable securities laws of
any country or any political subdivision. In the event the shares of Stock
issuable on exercise of an Option or pursuant to any other Award are not
registered, the Company may imprint on the certificate evidencing the shares of
Stock any legend that counsel for the Company considers necessary or advisable
to comply with applicable law, or, should the shares of Stock be represented by
book or electronic entry rather than a certificate, the Company may take such
steps to restrict transfer of the shares of Stock as counsel for the Company
considers necessary or advisable to comply with applicable law. The Company
shall not be obligated to take any other affirmative action in order to cause or
enable the exercise of an Option or any other Award, or the issuance of shares
of Stock pursuant thereto, to comply with any law or regulation of any
governmental authority.
 
     4.5  Changes in the Company's Capital Structure.
 
     (a) The existence of outstanding Awards shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, any merger or consolidation of the
Company, any issue of bonds, debentures, preferred or prior preference shares
ahead of or affecting the Stock or Stock rights, the dissolution or liquidation
of the Company, any sale or transfer of all or any part of its assets or
business or any other corporate act or proceeding, whether of a similar
character or otherwise.
 
     (b) If the Company shall effect a subdivision or consolidation of Stock or
other capital readjustment, the payment of a Stock dividend, or other increase
or reduction of the number of shares of Stock outstanding, without receiving
compensation therefor in money, services or property, then (1) the number, class
or series and per share price of Stock subject to outstanding Options or other
Awards under the Plan shall be appropriately adjusted in such a manner as to
entitle a Holder to receive upon exercise of an Option or other Award, for the
same aggregate cash consideration, the equivalent total number and class or
series of Stock the Holder would have received had the Holder exercised his or
her Option or other Award in full immediately prior to the event requiring the
adjustment, and (2) the number and class or series of Stock then reserved to be
issued under the Plan shall be adjusted by substituting for the total number and
class or series of Stock then reserved, that number and class or series of Stock
that would have been received by the owner of an equal number of outstanding
shares of Stock of each class or series of Stock as the result of the event
requiring the adjustment.
 
     (c) If while unexercised Options or other Awards remain outstanding under
the Plan (1) the Company shall not be the surviving entity in any merger,
consolidation or other reorganization (or survives only as a subsidiary of an
entity other than an entity that was wholly-owned by the Company immediately
prior to such merger, consolidation or other reorganization), (2) the Company
sells, leases or exchanges or agrees to sell, lease or exchange all or
substantially all of its assets to any other person or entity (other than an
entity wholly-owned by the Company), (3) the Company is to be dissolved or (4)
the Company is a party to any other corporate transaction (as defined under
section 424(a) of the Code and applicable Department of Treasury regulations)
that is not described in clauses (1), (2) or (3) of this sentence (each such
event is referred to herein as a "Corporate Change"), then, except as otherwise
provided in an Award Agreement (provided that such exceptions shall not apply in
the case of a reincorporation merger), or as a result of the Committee's
effectuation of one or more of the alternatives described below, there shall be
no acceleration of the time at which any Award then outstanding may be
exercised, and no later than ten days after the approval by the stockholders of
the Company of such Corporate Change, the Committee, acting in its sole and
absolute discretion without the consent or approval of any Holder, shall act to
effect one or more of the following alternatives, which may vary among
individual Holders and which may vary among Awards held by any individual Holder
(provided that, with respect to a reincorporation merger in which Holders of the
Company's ordinary shares will receive one ordinary share of the successor
corporation for each ordinary share of the Company, none of such alternatives
shall apply and, without Committee action, each Award shall automati-
 
                                       6
<PAGE>
 
cally convert into a similar award of the successor corporation exercisable for
the same number of ordinary shares of the successor as the Award was exercisable
for ordinary shares of Stock of the Company):
 
          (1) accelerate the time at which some or all of the Awards then
     outstanding may be exercised so that such Awards may be exercised in full
     for a limited period of time on or before a specified date (before or after
     such Corporate Change) fixed by the Committee, after which specified date
     all such Awards that remain unexercised and all rights of Holders
     thereunder shall terminate;
 
          (2) require the mandatory surrender to the Company by all or selected
     Holders of some or all of the then outstanding Awards held by such Holders
     (irrespective of whether such Awards are then exercisable under the
     provisions of the Plan or the applicable Award Agreement evidencing such
     Award) as of a date, before or after such Corporate Change, specified by
     the Committee, in which event the Committee shall thereupon cancel such
     Award and the Company shall pay to each such Holder an amount of cash per
     share equal to the excess, if any, of the per share price offered to
     stockholders of the Company in connection with such Corporate Change over
     the exercise prices under such Award for such shares;
 
          (3) with respect to all or selected Holders, have some or all of their
     then outstanding Awards (whether vested or unvested) assumed or have a new
     award of a similar nature substituted for some or all of their then
     outstanding Awards under the Plan (whether vested or unvested) by an entity
     which is a party to the transaction resulting in such Corporate Change and
     which is then employing such Holder or which is affiliated or associated
     with such Holder in the same or a substantially similar manner as the
     Company prior to the Corporate Change, or a parent or subsidiary of such
     entity, provided that (A) such assumption or substitution is on a basis
     where the excess of the aggregate fair market value of the Stock subject to
     the Award immediately after the assumption or substitution over the
     aggregate exercise price of such Stock is equal to the excess of the
     aggregate fair market value of all Stock subject to the Award immediately
     before such assumption or substitution over the aggregate exercise price of
     such Stock, and (B) the assumed rights under such existing Award or the
     substituted rights under such new Award as the case may be will have the
     same terms and conditions as the rights under the existing Award assumed or
     substituted for, as the case may be;
 
          (4) provide that the number and class or series of Stock covered by an
     Award (whether vested or unvested) theretofore granted shall be adjusted so
     that such Award when exercised shall thereafter cover the number and class
     or series of Stock or other securities or property (including, without
     limitation, cash) to which the Holder would have been entitled pursuant to
     the terms of the agreement or plan relating to such Corporate Change if,
     immediately prior to such Corporate Change, the Holder had been the holder
     of record of the number of shares of Stock then covered by such Award; or
 
          (5) make such adjustments to Awards then outstanding as the Committee
     deems appropriate to reflect such Corporate Change (provided, however, that
     the Committee may determine in its sole and absolute discretion that no
     such adjustment is necessary).
 
     In effecting one or more of alternatives in (3), (4) or (5) immediately
above, and except as otherwise may be provided in an Award Agreement, the
Committee, in its sole and absolute discretion and without the consent or
approval of any Holder, may accelerate the time at which some or all Awards then
outstanding may be exercised.
 
     (d) In the event of changes in the outstanding Stock by reason of
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Award and not otherwise provided for by this Section 4.5,
any outstanding Award and any Award Agreements evidencing such Award shall be
subject to adjustment by the Committee in its sole and absolute discretion as to
the number and price of Stock or other consideration subject to such Award. In
the event of any such change in the outstanding Stock, the aggregate number of
shares of Stock available under the Plan may be appropriately adjusted by the
Committee, whose determination shall be conclusive.
 
     (e) After a merger of one or more corporations into the Company or after a
consolidation of the Company and one or more corporations in which the Company
shall be the surviving corporation, each Holder
 
                                       7
<PAGE>
 
shall be entitled to have his Restricted Stock appropriately adjusted based on
the manner in which the shares of Stock were adjusted under the terms of the
agreement of merger or consolidation.
 
     (f) The issuance by the Company of stock of any class or series, or
securities convertible into, or exchangeable for, stock of any class or series,
for cash or property, or for labor or services either upon direct sale or upon
the exercise of rights or warrants to subscribe for them, or upon conversion or
exchange of stock or obligations of the Company convertible into, or
exchangeable for, stock or other securities, shall not affect, and no adjustment
by reason of such issuance shall be made with respect to, the number, class or
series, or price of shares of Stock then subject to outstanding Options or other
Awards.
 
     4.6  Election Under Section 83(b) of the Code.  No Holder shall exercise
the election permitted under section 83(b) of the Code with respect to any Award
without the written approval of the Chief Financial Officer of the Company. Any
Holder who makes an election under section 83(b) of the Code with respect to any
Award without the written approval of the Chief Financial Officer of the Company
may, in the discretion of the Committee, forfeit any or all Awards granted to
him or her under the Plan.
 
     4.7  Forfeiture for Cause.  Notwithstanding any other provision of the Plan
or an Award Agreement, if the Committee finds by a majority vote that a Holder,
before or after his Termination of Employment (a) committed a fraud,
embezzlement, theft, felony or an act of dishonesty in the course of his
employment by the Company or an Affiliate which conduct damaged the Company or
an Affiliate or (b) disclosed trade secrets of the Company or an Affiliate, then
as of the date the Committee makes its finding, any Awards awarded to the Holder
that have not been exercised by the Holder (including all Awards that have not
yet vested) will be forfeited to the Company. The findings and decision of the
Committee with respect to such matter, including those regarding the acts of the
Holder and the damage done to the Company, will be final for all purposes. No
decision of the Committee, however, will affect the finality of the discharge of
the individual by the Company or an Affiliate.
 
     4.8  Forfeiture Events.  The Committee may specify in an Award Agreement
that the Holder's rights, payments, and benefits with respect to an Award shall
be subject to reduction, cancellation, forfeiture, or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable
vesting or performance conditions of an Award. Such events may include, but
shall not be limited to, Termination of Employment for cause, termination of the
Holder's provision of services to the Company or its Affiliates, violation of
material policies of the TMW Group, breach of noncompetition, confidentiality,
or other restrictive covenants that may apply to the Holder, or other conduct by
the Holder that is detrimental to the business or reputation of the TMW Group.
 
                                   ARTICLE V
 
                                    OPTIONS
 
     5.1  Authority to Grant Options.  Subject to the terms and provisions of
the Plan, the Committee, at any time, and from time to time, may grant Options
under the Plan to eligible persons in such number and upon such terms as the
Committee shall determine.
 
     5.2  Type of Options Available.  Options granted under the Plan may be
Incentive Stock Options intended to satisfy the requirements of section 422 of
the Code or Nonqualified Stock Options that are not intended to satisfy the
requirements of section 422 of the Code.
 
     5.3  Option Agreement.  Each Option grant under the Plan shall be evidenced
by an Option Agreement that shall specify (a) whether the Option is intended to
be an ISO or a NQSO, (b) the Option Price, (c) the duration of the Option, (d)
the number of shares of Stock to which the Option pertains, (e) the exercise
restrictions applicable to the Option, and (f) such other provisions as the
Committee shall determine that are not inconsistent with the terms and
provisions of the Plan. Notwithstanding the designation of an Option as an ISO
in the applicable Option Agreement, to the extent the limitations of section 422
of the Code are exceeded with respect to the Option, the portion of the Option
in excess of the limitation shall be treated as a NQSO.
 
                                       8
<PAGE>
 
     5.4  Option Price.  The price at which shares of Stock may be purchased
under an Option (the "Option Price") shall not be less than 100 percent (100%)
of the Fair Market Value of the shares of Stock on the date the Option is
granted. However, in the case of a Ten Percent Stockholder, the Option Price for
an Incentive Stock Option shall not be less than 110 percent (110%) of the Fair
Market Value of the shares of Stock on the date the Incentive Stock Option is
granted. Subject to the limitations set forth in the preceding sentences of this
Section 5.4, the Committee shall determine the Option Price for each grant of an
Option under the Plan.
 
     5.5  Duration of Options.  An Option shall not be exercisable after the
earlier of (i) the general term of the Option specified in Section 5.5(a), or
(ii) the period of time specified herein that follows the Optionee's death,
Disability, Retirement or other Termination of Employment. Unless the Optionee's
applicable Option Agreement specifies otherwise, an Option shall not continue to
vest after the Optionee's Termination of Employment for any reason other than
the death or Disability of the Optionee.
 
     (a) General Term of Option.  Unless the Option Agreement specifies a
shorter general term, an Option shall expire on the tenth anniversary of the
date the Option is granted. Notwithstanding the foregoing, unless the Option
Agreement specifies a shorter term, in the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, the Option shall expire on the fifth
anniversary of the date the Option is granted.
 
     (b) Early Termination of Option Due to Termination of Employment Other Than
for Death, Disability or Retirement.  Except as may be otherwise expressly
provided by the Committee in an Option Agreement, an Option shall terminate on
the earlier of (1) the date of the expiration of the general term of the Option
or (2) the date that is one day less than one month after the date of the
Optionee's Termination of Employment, whether with or without cause, for any
reason other than the death, Disability or Retirement of the Optionee, during
which period the Optionee shall be entitled to exercise the Option in respect of
the number of shares of Stock that the Optionee would have been entitled to
purchase had the Optionee exercised the Option on the date of such Termination
of Employment. The Committee shall determine whether an authorized leave of
absence, absence on military or government service, or any other absence from
service shall constitute a termination of the employment relationship between
the Optionee and the Company and all Affiliates. Notwithstanding the foregoing,
in the case of an Incentive Stock Option, if an Optionee has an authorized leave
of absence from employment with the Company, a Parent Corporation or a
Subsidiary Corporation that exceeds 90 days and the Optionee's right to
reemployment is not guaranteed by either statute or contract, the Optionee will
be deemed to incur a Termination of Employment on the 91st day of such leave.
 
     (c) Early Termination of Option Due to Death.  Unless the Committee
specifies otherwise in the applicable Option Agreement, in the event of the
Optionee's Termination of Employment due to death before the date of expiration
of the general term of the Option, the Optionee's Option shall terminate on the
earlier of the date of expiration of the general term of the Option or the first
anniversary of the date of the Optionee's death, during which period the
Optionee's executors or administrators or such persons to whom such Options were
transferred by will or by the laws of descent and distribution, shall be
entitled to exercise the Option in respect of the number of shares of Stock that
the Optionee would have been entitled to purchase had the Optionee exercised the
Option on the date of his death.
 
     (d) Early Termination of Option Due to Disability.  Unless the Committee
specifies otherwise in the applicable Option Agreement, in the event of the
Termination of Employment due to Disability before the date of the expiration of
the general term of the Option, the Optionee's Option shall terminate on the
earlier of the expiration of the general term of the Option or the first
anniversary of the date of the Termination of Employment due to Disability,
during which period the Optionee shall be entitled to exercise the Option in
respect of the number of shares of Stock that the Optionee would have been
entitled to purchase had the Optionee exercised the Option on the date of such
Termination of Employment.
 
     (e) Early Termination of Option Due to Retirement.  Unless the Committee
specifies otherwise in the applicable Option Agreement, in the event of the
Optionee's Termination of Employment due to Retirement before the date of the
expiration of the general term of the Option, the Optionee's Option shall
terminate on the earlier of the expiration of the general term of the Option or
the first anniversary of the date of the Termination of Employment due to
Retirement, during which period the Optionee shall be entitled to exercise
 
                                       9
<PAGE>
 
the Option in respect of the number of shares of Stock that the Optionee would
have been entitled to purchase had the Optionee exercised the Option on the date
of such Termination of Employment.
 
     After the death of the Optionee, the Optionee's executors, administrators
or any person or persons to whom the Optionee's Option may be transferred by
will or by the laws of descent and distribution, shall have the right, at any
time prior to the termination of the Option to exercise the Option, in respect
to the number of all of the remaining unexercised and unexpired shares of Stock
subject to the Option.
 
     5.6  Amount Exercisable.  Each Option may be exercised at the time, in the
manner and subject to the conditions the Committee specifies in the Option
Agreement in its sole discretion. Unless the Committee specifies otherwise in an
applicable Option Agreement, an Option Agreement shall set forth the following
terms regarding the exercise of the Option covered by the Option Agreement:
 
          (a) No Option granted under the Plan may be exercised until an
     Optionee has completed one year of continuous employment with the Company
     or any subsidiary of the Company following the date of grant;
 
          (b) Beginning on the day after the first anniversary of the date of
     grant, an Option may be exercised up to 1/3 of the shares subject to the
     Option;
 
          (c) After the expiration of each succeeding anniversary date of the
     date of grant, the Option may be exercised up to an additional 1/3 of the
     shares initially subject to the Option, so that after the expiration of the
     third anniversary of the date of grant, the Option shall be exercisable in
     full;
 
          (d) To the extent not exercised, installments shall be cumulative and
     may be exercised in whole or in part until the Option expires on the tenth
     anniversary of the date of grant.
 
     However, the Committee, in its discretion, may change the terms of exercise
so that any Option may be exercised so long as it is valid and outstanding from
time to time in part or as a whole in such manner and subject to such conditions
as the Committee may set. In addition, the Committee, in its discretion, may
accelerate the time in which any outstanding Option may be exercised. However,
in no event shall any Option be exercisable on or after the tenth anniversary of
the date of the grant of the Option.
 
     5.7  EXERCISE OF OPTIONS.
 
     (a) General Method of Exercise.  Subject to the terms and provisions of the
Plan and an Optionee's Option Agreement, Options may be exercised in whole or in
part from time to time by the delivery of written notice in the manner
designated by the Committee stating (1) that the Optionee wishes to exercise
such option on the date such notice is so delivered, (2) the number of shares of
Stock with respect to which the Option is to be exercised and (3) the address to
which the certificate representing such shares of Stock should be mailed. Except
in the case of exercise by a third party broker as provided below, in order for
the notice to be effective the notice must be accompanied by payment of the
Option Price and any applicable tax withholding amounts which must be made at
the time of exercise by any combination of the following: (a) cash, certified
check, bank draft or postal or express money order for an amount equal to the
Option Price under the Option, (b) Mature Shares with a Fair Market Value on the
date of exercise equal to the Option Price under the Option (if approved in
advance by the Committee or an executive officer of the Company), (c) an
election to make a cashless exercise through a registered broker-dealer (if
approved in advance by the Committee or an executive officer of the Company) or
(d) except as specified below, any other form of payment which is acceptable to
the Committee. If Mature Shares are used for payment by the Optionee, the
aggregate Fair Market Value of the shares of Stock tendered must be equal to or
less than the aggregate Option Price of the shares of Stock being purchased upon
exercise of the Option, and any difference must be paid by cash, certified
check, bank draft or postal or express money order payable to the order of the
Company.
 
     If, at the time of receipt by the Company or its delegate of such written
notice, (i) the Company has unrestricted surplus in an amount not less than the
Option Price of such shares of Stock, (ii) all accrued cumulative preferential
dividends and other current preferential dividends on all outstanding shares of
preferred stock of the Company have been fully paid, (iii) the acquisition by
the Company of its own shares of Stock for the purpose of enabling such Optionee
to exercise such Option is otherwise permitted by applicable
 
                                       10
<PAGE>
 
law, does not require any vote or consent of any stockholder of the Company and
does not violate the terms of any agreement to which the Company is a party or
by which it is bound, and (iv) there shall have been adopted, and there shall be
in full force and effect, a resolution of the Board authorizing the acquisition
by the Company of its own shares of stock for such purpose, then such Optionee
may deliver to the Company, in payment of the Option Price of the shares of
Stock with respect to which such Option is exercised, (x) certificates
registered in the name of such Optionee that represent a number of shares of
stock legally and beneficially owned by such Optionee (free of all liens, claims
and encumbrances of every kind) and having a Fair Market Value on the date of
receipt by the Company or its delegate of such written notice that is not
greater than the Option Price of the shares of Stock with respect to which such
Option is to be exercised, such certificates to be accompanied by stock powers
duly endorsed in blank by the record holder of the shares of Stock represented
by such certificates, with the signature of such record holder guaranteed by a
national banking association, and (y) if the Option Price of the shares of Stock
with respect to which such Option is to be exercised exceeds such Fair Market
Value, a cashier's check drawn on a national banking association and payable to
the order of the Company, in an amount, in United States dollars, equal to the
amount of such excess. Notwithstanding the provisions of the immediately
preceding sentence, the Committee, in its sole discretion, may refuse to accept
shares of Stock in payment of the Option Price of the shares of Stock with
respect to which such Option is to be exercised and, in that event, any
certificates representing shares of Stock that were received by the Company or
its delegate with such written notice shall be returned to such Optionee,
together with notice by the Company or its delegate to such Optionee of the
refusal of the Committee to accept such shares of Stock. If, at the expiration
of seven business days after the delivery to such Optionee of such written
notice from the Company or its delegate, such Optionee shall not have delivered
to the Company or its delegate a cashier's check drawn on a national banking
association and payable to the order of the Company in an amount, in United
States dollars, equal to the Option Price of the shares of Stock with respect to
which such Option is to be exercised, such written notice from the Optionee to
the Company or its delegate shall be ineffective to exercise such Option.
 
     Whenever an Option is exercised by exchanging shares of Stock owned by the
Optionee, the Optionee shall deliver to the Company or its delegate certificates
registered in the name of the Optionee representing a number of shares of Stock
legally and beneficially owned by the Optionee, free of all liens, claims, and
encumbrances of every kind, accompanied by stock powers duly endorsed in blank
by the record holder of the shares represented by the certificates, (with
signature guaranteed by a commercial bank or trust company or by a brokerage
firm having a membership on a registered national stock exchange). The delivery
of certificates upon the exercise of Option is subject to the condition that the
person exercising the Option provide the Company with the information the
Company might reasonably request pertaining to exercise, sale or other
disposition of an Option.
 
     (b) Issuance of Shares.  Subject to Section 4.4 and Section 5.7(c), as
promptly as practicable after receipt of written notification and payment, in
the form required by Section 5.7(a), of an amount of money necessary to satisfy
any withholding tax liability that may result from the exercise of such Option,
the Company shall deliver to the Optionee certificates for the number of shares
with respect to which the Option has been exercised, issued in the Optionee's
name. Delivery of the shares shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited the certificates in the
United States mail, addressed to the Optionee, at the address specified by the
Optionee.
 
     (c) Exercise Through Third-Party Broker.  The Committee may permit an
Optionee to elect to pay the Option Price and any applicable tax withholding
resulting from such exercise by authorizing a third-party broker to sell all or
a portion of the shares of Stock acquired upon exercise of the Option and remit
to the Company a sufficient portion of the sale proceeds to pay the Option Price
and any applicable tax withholding resulting from such exercise.
 
     (d) Limitations on Exercise Alternatives.  The Committee shall not permit
an Optionee to pay such Optionee's Option Price upon the exercise of an Option
by having the Company reduce the number of shares of Stock that will be
delivered pursuant to the exercise of the Option. In addition, the Committee
shall not permit an Optionee to pay such Optionee's Option Price upon the
exercise of an Option by using shares of Stock other than Mature Shares. An
Option may not be exercised for a fraction of a share of Stock.
 
                                       11
<PAGE>
 
     5.8  Transferability of Options.
 
     (a) Incentive Stock Options.  No ISO granted under the Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, all ISOs
granted to an Optionee under the Plan shall be exercisable during his or her
lifetime only by the Optionee, and after that time, by the Optionee's heirs or
estate.
 
     (b) Nonqualified Stock Options.  Except as otherwise provided in an
Optionee's Option Agreement, no NQSO granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in an Optionee's Option Agreement, all NQSOs granted to an
Optionee under the Plan shall be exercisable during his or her lifetime only by
such Optionee.
 
     Any attempted assignment of an Option in violation of this Section 5.8
shall be null and void.
 
     5.9  Notification of Disqualifying Disposition.  If any Optionee shall make
any disposition of shares of Stock issued pursuant to the exercise of an ISO
under the circumstances described in section 421(b) of the Code (relating to
certain disqualifying dispositions), such Optionee shall notify the Company of
such disposition within ten (10) days thereof.
 
     5.10  No Rights as Stockholder.  An Optionee shall not have any rights as a
stockholder with respect to Stock covered by an Option until the date a stock
certificate for such Stock is issued by the Company; and, except as otherwise
provided in Section 4.5, no adjustment for dividends, or otherwise, shall be
made if the record date therefor is prior to the date of issuance of such
certificate.
 
     5.11  $100,000 Limitation on Incentive Stock Options.  To the extent that
the aggregate Fair Market Value of Stock with respect to which Incentive Stock
Options first become exercisable by a Holder in any calendar year exceeds
$100,000, taking into account both shares of Stock subject to Incentive Stock
Options under the Plan and Stock subject to incentive stock options under all
other plans of the Company, such Options shall be treated as Nonqualified Stock
Options. For this purpose, the "Fair Market Value" of the Stock subject to
Options shall be determined as of the date the Options were awarded. In reducing
the number of Options treated as Incentive Stock Options to meet the $100,000
limit, the most recently granted Options shall be reduced first. To the extent a
reduction of simultaneously granted Options is necessary to meet the $100,000
limit, the Committee may, in the manner and to the extent permitted by law,
designate which shares of Stock are to be treated as shares acquired pursuant to
the exercise of an Incentive Stock Option.
 
                                   ARTICLE VI
 
                           STOCK APPRECIATION RIGHTS
 
     6.1  Authority to Grant Stock Appreciation Rights Awards.  Subject to the
terms and provisions of the Plan, the Committee, at any time, and from time to
time, may grant Stock Appreciation Rights under the Plan to eligible persons in
such number and upon such terms as the Committee shall determine. Subject to the
terms and conditions of the Plan, the Committee shall have complete discretion
in determining the number of SARs granted to each Employee and, consistent with
the provisions of the Plan, in determining the terms and conditions pertaining
to such SARs.
 
     6.2  Type of Stock Appreciation Rights Available.  SARs granted under the
Plan may be Freestanding SARs, Tandem SARs or any combination of these forms of
SARs. Subject to the terms and conditions of the Plan, a SAR granted under the
Plan shall confer on the recipient a right to receive, upon exercise thereof, a
cash amount equal to the excess of (a) the Fair Market Value of one share of the
Stock on the date of exercise over (b) the grant price of the SAR, which shall
not be less than 100 percent of the Fair Market Value of one share of the Stock
on the date of grant of the SAR and in no event less than par value of one share
of the Stock. The grant price of a Freestanding SAR shall not be less than the
Fair Market Value of a share of the Stock on the date of grant of the SAR. The
grant price of a Tandem SAR shall equal the Option Price of the Option which is
related to the Tandem SAR.
 
                                       12
<PAGE>
 
     6.3  Stock Appreciation Right Agreement.  Each Award of SARs granted under
the Plan shall be evidenced by an Award Agreement that shall specify (a) whether
the SAR is intended to be a Freestanding SAR or a Tandem SAR, (b) the grant
price of the SAR, (c) the term of the SAR, (d) the vesting and termination
provisions and (e) such other provisions as the Committee shall determine that
are not inconsistent with the terms and provisions of the Plan. The Committee
may impose such additional conditions or restrictions on the exercise of any SAR
as it may deem appropriate.
 
     6.4  Term of Stock Appreciation Rights.  The term of a SAR granted under
the Plan shall be determined by the Committee, in its sole discretion; provided
that no SAR shall be exercisable on or after the tenth anniversary date of its
grant.
 
     6.5  Exercise of Freestanding SARs.  Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes.
 
     6.6  Exercise of Tandem SARs.
 
     (a) Tandem SARs may be exercised for all or part of the shares of Stock
subject to the related Option upon the surrender of the right to exercise the
equivalent portion of the related Option. A Tandem SAR may be exercised only
with respect to the shares of Stock for which its related Option is then
exercisable.
 
     (b) Notwithstanding any other provision of the Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (1) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (2) the value of
the payout with respect to the Tandem SAR may be for no more than 100 percent
(100%) of the excess of the Fair Market Value of the shares of Stock subject to
the underlying ISO at the time the Tandem SAR is exercised over the Option Price
of the underlying ISO; and (3) the Tandem SAR may be exercised only when the
Fair Market Value of the shares of Stock subject to the ISO exceeds the Option
Price of the ISO.
 
     6.7  Payment of SAR Amount.  Upon the exercise of a SAR, an Employee shall
be entitled to receive payment from the Company in an amount determined by
multiplying:
 
          (a) The excess of the Fair Market Value of a share of the Stock on the
     date of exercise over the grant price of the SAR by
 
          (b) The number of shares of Stock with respect to which the SAR is
     exercised.
 
At the discretion of the Committee, the payment upon SAR exercise may be in
cash, in Stock of equivalent value, in some combination thereof or in any other
manner approved by the Committee in its sole discretion. The Committee's
determination regarding the form of SAR payout shall be set forth in the Award
Agreement pertaining to the grant of the SAR.
 
     6.8  Termination of Employment.  Each Award Agreement shall set forth the
extent to which the grantee of a SAR shall have the right to exercise the SAR
following the grantee's Termination of Employment. Such provisions hall be
determined in the sole discretion of the Committee, may be included in the Award
Agreement entered into with the grantee, and need not be uniform among all SARs
issued pursuant to the Plan and may reflect distinctions based on the reasons
for termination.
 
     6.9  Nontransferability of SARs.  Except as otherwise provided in a
Holder's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Holder's Award Agreement, all SARs granted to a Holder
under the Plan shall be exercisable during his or her lifetime only by the
Holder, and after that time, by the Holder's heirs or estate. Any attempted
assignment of a SAR in violation of this Section 6.9 shall be null and void.
 
     6.10  No Rights as Stockholder.  A grantee of a SAR award, as such, shall
have no rights as a stockholder.
 
     6.11  Restrictions on Stock Received.  The Committee may impose such
conditions and/or restrictions on any shares of Stock received upon exercise of
a SAR granted pursuant to the Plan as it may deem advisable
 
                                       13
<PAGE>
 
or desirable. These restrictions may include, but shall not be limited to, a
requirement that the Holder hold the shares of Stock received upon exercise of a
SAR for a specified period of time.
 
                                  ARTICLE VII
 
                            RESTRICTED STOCK AWARDS
 
     7.1  Restricted Stock Awards.  The Committee may make Awards of Restricted
Stock to eligible persons selected by it. The amount of, the vesting and the
transferability restrictions applicable to any Restricted Stock Award shall be
determined by the Committee in its sole discretion. If the Committee imposes
vesting or transferability restrictions on a Holder's rights with respect to
Restricted Stock, the Committee may issue such instructions to the Company's
share transfer agent in connection therewith as it deems appropriate. The
Committee may also cause the certificate for Shares issued pursuant to a
Restricted Stock Award to be imprinted with any legend which counsel for the
Company considers advisable with respect to the restrictions or, should the
Shares be represented by book or electronic entry rather than a certificate, the
Company may take such steps to restrict transfer of the Shares as counsel for
the Company considers necessary or advisable to comply with applicable law.
 
     Each Restricted Stock Award shall be evidenced by an Award Agreement that
contains any vesting, transferability restrictions and other provisions not
inconsistent with the Plan as the Committee may specify.
 
     7.2  Holder's Rights as Stockholder.  Subject to the terms and conditions
of the Plan, each recipient of a Restricted Stock Award shall have all the
rights of a stockholder with respect to the shares of Restricted Stock included
in the Restricted Stock Award during the Period of Restriction established for
the Restricted Stock Award. Dividends paid with respect to Restricted Stock in
cash or property other than shares of Stock or rights to acquire shares of Stock
shall be paid to the recipient of the Restricted Stock Award currently.
Dividends paid in shares of Stock or rights to acquire shares of Stock shall be
added to and become a part of the Restricted Stock. During the Period of
Restriction, certificates representing the Restricted Stock shall be registered
in the recipient's name and bear a restrictive legend to the effect that
ownership of such Restricted Stock, and the enjoyment of all rights appurtenant
thereto, are subject to the restrictions, terms, and conditions provided in the
Plan and the applicable Restricted Stock Award Agreement. Such certificates
shall be deposited by the recipient with the Secretary of the Company or such
other officer of the Company as may be designated by the Committee, together
with all stock powers or other instruments of assignment, each endorsed in
blank, which will permit transfer to the Company of all or any portion of the
Restricted Stock which shall be forfeited in accordance with the Plan and the
applicable Restricted Stock Award Agreement.
 
                                  ARTICLE VIII
 
                           DEFERRED STOCK UNIT AWARDS
 
     8.1  Authority to Grant Deferred Stock Unit Awards.  Subject to the terms
and provisions of the Plan, the Committee, at any time, and from time to time,
may grant Deferred Stock Units under the Plan to eligible persons in such
amounts and upon such terms as the Committee shall determine. The amount of, the
vesting and the transferability restrictions applicable to any Deferred Stock
Unit Award shall be determined by the Committee in its sole discretion. The
Committee shall maintain a bookkeeping ledger account which reflects the number
of Deferred Stock Units credited under the Plan for the benefit of a Holder.
 
     8.2  Deferred Stock Unit Awards.  A Deferred Stock Unit shall be similar in
nature to Restricted Stock except that no shares of Stock are actually
transferred to the Holder until a later date specified in the applicable Award
Agreement. Each Deferred Stock Unit shall have a value equal to the Fair Market
Value of a share of Stock.
 
     8.3  Deferred Stock Unit Award Agreement.  Each Deferred Stock Unit Award
shall be evidenced by an Award Agreement that contains any vesting,
transferability restrictions and other provisions not inconsistent with the Plan
as the Committee may specify.
 
                                       14
<PAGE>
 
     8.4  Payments Under Deferred Stock Unit Awards.  Payments pursuant to a
Deferred Stock Unit Award shall be made at such time as the Committee specifies
in the Holder's Award Agreement. Payment under a Deferred Stock Unit Award shall
be made in shares of Stock that have an aggregate Fair Market Value equal to the
value of the Deferred Stock Units.
 
     8.5  Holder's Rights as Stockholder.  Each recipient of Deferred Stock
Units shall have no rights of a stockholder with respect to the Holder's
Deferred Stock Units. A Holder shall have no voting rights with respect to any
Deferred Stock Unit Awards.
 
                                   ARTICLE IX
 
                 PERFORMANCE STOCK AND PERFORMANCE UNIT AWARDS
 
     9.1  Authority to Grant Performance Stock and Performance Unit
Awards.  Subject to the terms and provisions of the Plan, the Committee, at any
time, and from time to time, may grant Performance Stock and Performance Unit
Awards under the Plan to eligible persons in such amounts and upon such terms as
the Committee shall determine. The amount of, the vesting and the
transferability restrictions applicable to any Performance Stock or Performance
Unit Award shall be based upon the attainment of such Performance Goals as the
Committee may determine. A Performance Goal for a particular Performance Stock
or Performance Unit Award must be established by the Committee prior to the
earlier to occur of (a) 90 days after the commencement of the period of service
to which the Performance Goal relates or (b) the lapse of 25 percent of the
period of service, and in any event while the outcome is substantially
uncertain. A Performance Goal must be objective such that a third party having
knowledge of the relevant facts could determine whether the goal is met. Such a
Performance Goal may be based on one or more business criteria that apply to the
Employee, one or more business units of the Company, or the Company as a whole,
with reference to one or more of the following: earnings per share, earnings per
share growth, total shareholder return, economic value added, cash return on
capitalization, increased revenue, revenue ratios (per employee or per
customer), net income, stock price, market share, return on equity, return on
assets, return on capital, return on capital compared to cost of capital, return
on capital employed, return on invested capital, shareholder value, net cash
flow, operating income, earnings before interest and taxes, cash flow, cash flow
from operations, cost reductions, cost ratios (per employee or per customer),
proceeds from dispositions, project completion time and budget goals, net cash
flow before financing activities, customer growth and total market value. Goals
may also be based on performance relative to a peer group of companies. Unless
otherwise stated, such a Performance Goal need not be based upon an increase or
positive result under a particular business criterion and could include, for
example, maintaining the status quo or limiting economic losses (measured, in
each case, by reference to specific business criteria). In interpreting Plan
provisions applicable to Performance Goals and Performance Stock or Performance
Unit Awards, it is intended that the Plan will conform with the standards of
section 162(m) of the Code and Treasury Regulations sec. 1.162-27(e)(2)(i), and
the Committee in establishing such goals and interpreting the Plan shall be
guided by such provisions. Prior to the payment of any compensation based on the
achievement of Performance Goals, the Committee must certify in writing that
applicable Performance Goals and any of the material terms thereof were, in
fact, satisfied. Subject to the foregoing provisions, the terms, conditions and
limitations applicable to any Performance Stock or Performance Unit Awards made
pursuant to the Plan shall be determined by the Committee. If the Committee
imposes vesting or transferability restrictions on a recipient's rights with
respect to Performance Stock or Performance Unit Awards, the Committee may issue
such instructions to the Company's share transfer agent in connection therewith
as it deems appropriate. The Committee may also cause the certificate for shares
of Stock issued pursuant to a Performance Stock or Performance Unit Award to be
imprinted with any legend which counsel for the Company considers advisable with
respect to the restrictions or, should the shares of Stock be represented by
book or electronic entry rather than a certificate, the Company may take such
steps to restrict transfer of the shares of Stock as counsel for the Company
considers necessary or advisable to comply with applicable law.
 
                                       15
<PAGE>
 
     Each Performance Stock or Performance Unit Award shall be evidenced by an
Award Agreement that contains any vesting, transferability restrictions and
other provisions not inconsistent with the Plan as the Committee may specify.
 
     9.2  Rights as Stockholder.  Subject to the terms and conditions of the
Plan, each Holder of Performance Stock or Performance Unit Award shall have all
the rights of a stockholder with respect to the shares of Stock included in the
Award during any period in which such shares of Stock are subject to forfeiture
and restrictions on transfer, including without limitation, the right to vote
such shares of Stock, if unrestricted shares of Stock of the same class have the
right to vote. Dividends paid with respect to Performance Stock Awards in cash
or property other than shares of Stock or rights to acquire shares of Stock
shall be paid to the Holder currently. Dividends paid in shares of Stock or
rights to acquire shares of Stock shall be added to and become a part of the
Performance Stock Award.
 
     9.3  Increases Prohibited.  None of the Committee or the Board of the
Company may increase the amount of compensation payable under a Performance
Stock or Performance Unit Award. If the time at which a Performance Stock or
Performance Unit Award will vest is accelerated for any reason, the number of
shares of Stock subject to the Performance Stock or Performance Unit Award shall
be reduced pursuant to Department of Treasury Regulation section
1.162-27(e)(2)(iii) to reasonably reflect the time value of money.
 
                                   ARTICLE X
 
                 CASH-BASED AWARDS AND OTHER STOCK-BASED AWARDS
 
     10.1  Authority to Grant Cash-Based Awards.  Subject to the terms and
provisions of the Plan, the Committee, at any time, and from time to time, may
grant Cash-Based Awards under the Plan to Employees in such amounts and upon
such terms, including the achievement of specific performance goals, as the
Committee shall determine.
 
     10.2  Authority to Grant Other Stock-Based Awards.  The Committee may grant
other types of equity-based or equity-related Awards not otherwise described by
the terms and provisions of the Plan (including the grant or offer for sale of
unrestricted shares of Stock) in such amounts and subject to such terms and
conditions, as the Committee shall determine. Such Awards may involve the
transfer of actual shares of Stock to Holders, or payment in cash or otherwise
of amounts based on the value of shares of Stock and may include, without
limitation, Awards designed to comply with or take advantage of the applicable
local laws of jurisdictions other than the United States.
 
     10.3  Value of Cash-Based and Other Stock-Based Awards.  Each Cash-Based
Award shall specify a payment amount or payment range as determined by the
Committee. Each Other Stock-Based Award shall be expressed in terms of shares of
Stock or units based on shares of Stock, as determined by the Committee. The
Committee may establish performance goals in its discretion for Cash-Based
Awards and Other Stock-Based Awards. If the Committee exercises its discretion
to establish performance goals, the number and/or value of Cash-Based Awards or
Other Stock-Based Awards that will be paid out to the Holder will depend on the
extent to which the performance goals are met.
 
     10.4  Payment of Cash-Based Awards and Other Stock-Based Awards.  Payment,
if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall
be made in accordance with the terms of the Award, in cash or shares of Stock as
the Committee determines.
 
     10.5  Termination of Employment.  The Committee shall determine the extent
to which a grantee's rights with respect to Cash-Based Awards and Other
Stock-Based Awards shall be affected by the grantee's Termination of Employment.
Such provisions shall be determined in the sole discretion of the Committee and
need not be uniform among all Awards of Cash-Based Awards and Other Stock-Based
Awards issued pursuant to the Plan.
 
     10.6  Nontransferability.  Except as otherwise determined by the Committee,
neither Cash-Based Awards nor Other Stock-Based Awards may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. Further, except as otherwise
 
                                       16
<PAGE>
 
provided by the Committee, a Holder's rights under the Plan, if exercisable,
shall be exercisable during his or her lifetime only by such Holder.
 
                                   ARTICLE XI
 
                              SUBSTITUTION AWARDS
 
     Awards may be granted under the Plan from time to time in substitution for
stock options and other awards held by employees of other corporations who are
about to become Employees, or whose employer is about to become a parent or
subsidiary corporation as contemplated in Section 3.1, conditioned in the case
of an Incentive Stock Option upon the employee becoming an employee of the
Company or a parent or subsidiary corporation of the Company, as the result of a
merger of consolidation of the Company with another corporation, or the
acquisition by the Company of substantially all the assets of another
corporation, or the acquisition by the Company of at least 50 percent (50%) of
the issued and outstanding stock of another corporation as the result of which
it becomes a subsidiary of the Company. The terms and conditions of the
substitute Awards so granted may vary from the terms and conditions set forth in
the Plan to such extent as the Board at the time of grant may deem appropriate
to conform, in whole or in part, to the provisions of the Award in substitution
for which they are granted, but with respect to Options that are Incentive Stock
Options, no such variation shall be such as to affect the status of any such
substitute Option as an incentive stock option under section 422 of the Code.
 
                                  ARTICLE XII
 
                                 ADMINISTRATION
 
     12.1  Awards.  The Plan shall be administered by the Committee or, in the
absence of the Committee, the Plan shall be administered by the Board. The
members of the Committee shall serve at the discretion of the Board. The
Committee shall have full and exclusive power and authority to administer the
Plan and to take all actions that the Plan expressly contemplates or are
necessary or appropriate in connection with the administration of the Plan with
respect to Awards granted under the Plan.
 
     12.2  Authority of the Committee.  The Committee shall have full and
exclusive power to interpret and apply the terms and provisions of the Plan and
Awards made under the Plan, and to adopt such rules, regulations and guidelines
for implementing the Plan as the Committee may deem necessary or proper, all of
which powers shall be exercised in the best interests of the Company and in
keeping with the objectives of the Plan. A majority of the members of the
Committee shall constitute a quorum for the transaction of business, and the
vote of a majority of those members present at any meeting shall decide any
question brought before that meeting. Any decision or determination reduced to
writing and signed by a majority of the members shall be as effective as if it
had been made by a majority vote at a meeting properly called and held. All
questions of interpretation and application of the Plan, or as to award granted
under the Plan, shall be subject to the determination, which shall be final and
binding, of a majority of the whole Committee. When appropriate, the Plan shall
be administered in order to qualify certain of the Options granted hereunder as
Incentive Stock Options. No member of the Committee shall be liable for any act
or omission of any other member of the Committee or for any act or omission on
his own part, including but not limited to the exercise of any power or
discretion given to him under the Plan, except those resulting from his own
gross negligence or willful misconduct. In carrying out its authority under the
Plan, the Committee shall have full and final authority and discretion,
including but not limited to the following rights, powers and authorities, to:
 
          (a) determine the persons to whom and the time or times at which
     Awards will be made;
 
          (b) determine the number and exercise price of shares of Stock covered
     in each Award, subject to the terms and provisions of the Plan;
 
          (c) determine the terms, provisions and conditions of each Award,
     which need not be identical and need not match the default terms set forth
     in the Plan;
 
                                       17
<PAGE>
 
          (d) accelerate the time at which any outstanding Award will vest;
 
          (e) prescribe, amend and rescind rules and regulations relating to
     administration of the Plan; and
 
          (f) make all other determinations and take all other actions deemed
     necessary, appropriate or advisable for the proper administration of the
     Plan.
 
     The Committee may make an Award to an individual who the Company expects to
become an Employee of the Company or any of its Affiliates within six (6) months
after the date of grant of the Award, with the Award being subject to and
conditioned on the individual actually becoming an Employee within that time
period and subject to other terms and conditions as the Committee may establish.
The Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award to a Holder in the manner and to the
extent the Committee deems necessary or desirable to further the Plan's
objectives. Further, the Committee shall make all other determinations that may
be necessary or advisable for the administration of the Plan. As permitted by
law and the terms and provisions of the Plan, the Committee may delegate its
authority as identified in Section 12.3.
 
     The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article XII and all other Articles of the Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all persons. The Committee may employ attorneys, consultants,
accountants, agents, and other persons, any of whom may be an Employee, and the
Committee, the Company, and its officers and Board shall be entitled to rely
upon the advice, opinions, or valuations of any such persons.
 
     12.3  Decisions Binding.  All determinations and decisions made by the
Committee and the Board pursuant to the provisions of the Plan and all related
orders and resolutions of the Committee and the Board shall be final, conclusive
and binding on all persons, including the Company, its stockholders, Employees,
Holders and the estates and beneficiaries of Employees and Holders.
 
     12.4  No Liability.  Under no circumstances shall the Company, the Board or
the Committee incur liability for any indirect, incidental, consequential or
special damages (including lost profits) of any form incurred by any person,
whether or not foreseeable and regardless of the form of the act in which such a
claim may be brought, with respect to the Plan or the Company's or the
Committee's roles in connection with the Plan.
 
                                  ARTICLE XIII
 
                        AMENDMENT OR TERMINATION OF PLAN
 
     13.1  Amendment, Modification, Suspension, and Termination.  Subject to
Section 13.2 the Committee may, at any time and from time to time, alter, amend,
modify, suspend, or terminate the Plan and any Award Agreement in whole or in
part; provided, however, that, without the prior approval of the Company's
stockholders and except as provided in Section 4.5, the Committee shall not
directly or indirectly lower the exercise price of a previously granted Option
or the grant price of a previously granted SAR issued under the Plan, and no
amendment of the Plan shall be made without stockholder approval if stockholder
approval is required by applicable law or stock exchange rules.
 
     13.2  Awards Previously Granted.  Notwithstanding any other provision of
the Plan to the contrary, no termination, amendment, suspension, or modification
of the Plan or an Award Agreement shall adversely affect in any material way any
Award previously granted under the Plan, without the written consent of the
Holder holding such Award.
 
                                  ARTICLE XIV
 
                                 MISCELLANEOUS
 
     14.1  Unfunded Plan/No Establishment of a Trust Fund.  Holders shall have
no right, title, or interest whatsoever in or to any investments that the
Company or any of its Affiliates may make to aid in meeting
 
                                       18
<PAGE>
 
obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company and any Holder,
beneficiary, legal representative, or any other person. To the extent that any
person acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts, except as
expressly set forth in the Plan. No property shall be set aside nor shall a
trust fund of any kind be established to secure the rights of any Holder under
the Plan. All Holders shall at all times rely solely upon the general credit of
the Company for the payment of any benefit which becomes payable under the Plan.
The Plan is not intended to be subject to the Employee Retirement Income
Security Act of 1974, as amended.
 
     14.2  No Employment Obligation.  The granting of any Award shall not
constitute an employment contract, express or implied, nor impose upon the
Company or any Affiliate any obligation to employ or continue to employ, or
utilize the services of, any Holder. The right of the Company or any Affiliate
to terminate the employment of any person shall not be diminished or affected by
reason of the fact that an Award has been granted to him, and nothing in the
Plan or an Award Agreement shall interfere with or limit in any way the right of
the Company or its Affiliates to terminate any Holder's employment at any time
or for any reason not prohibited by law.
 
     14.3  Tax Withholding.  The Company or any Affiliate shall be entitled to
deduct from other compensation payable to each Holder any sums required by
federal, state or local tax law to be withheld with respect to the vesting or
exercise of an Award or lapse of restrictions on an Award. In the alternative,
the Company may require the Holder (or other person validly exercising the
Award) to pay such sums for taxes directly to the Company or any Affiliate in
cash or by check within ten days after the date of vesting, exercise or lapse of
restrictions. In the discretion of the Committee, and with the consent of the
Holder, the Company may reduce the number of shares of Stock issued to the
Holder upon such Holder's exercise of an Option to satisfy the tax withholding
obligations of the Company or an Affiliate; provided that the Fair Market Value
of the shares of Stock held back shall not exceed the Company's or the
Affiliate's minimum statutory withholding tax obligations. The Committee may, in
its discretion, permit a Holder to satisfy any minimum tax withholding
obligations arising upon the vesting of Restricted Stock by delivering to the
Holder of the Restricted Stock Award a reduced number of shares of Stock in the
manner specified herein. If permitted by the Committee and acceptable to the
Holder, at the time of vesting of shares of Restricted Stock, the Company shall
(a) calculate the amount of the Company's or an Affiliate's minimum statutory
tax withholding obligation on the assumption that all such shares of vested
Restricted Stock are made available for delivery, (b) reduce the number of such
shares of Stock made available for delivery so that the Fair Market Value of the
shares of Stock withheld on the vesting date approximates the minimum amount of
tax the Company or an Affiliate is obliged to withhold and (c) in lieu of the
withheld shares of Stock, remit cash to the United States Treasury and other
applicable governmental authorities, on behalf of the Holder, in the amount of
the minimum withholding tax due. The Company shall withhold only whole shares of
Stock to satisfy its minimum withholding obligation. Where the Fair Market Value
of the withheld shares of Stock does not equal the Company's minimum withholding
tax obligation, the Company shall withhold shares of Stock with a Fair Market
Value slightly less than the amount of its minimum withholding obligation and
the Holder must satisfy the remaining minimum withholding obligation in some
other manner permitted under this Section 14.3. The withheld shares of Stock not
made available for delivery by the Company shall be retained as treasury shares
or will be cancelled and, in either case, the Holder's right, title and interest
in such shares of Stock shall terminate. The Company shall have no obligation
upon vesting or exercise of any Award or lapse of restrictions on Restricted
Stock until the Company or an Affiliate has received payment sufficient to cover
all minimum tax withholding amounts due with respect to that vesting, exercise
or lapse of restrictions. Neither the Company nor any Affiliate shall be
obligated to advise a Holder of the existence of the tax or the amount which it
will be required to withhold.
 
     14.4  Written Agreement.  Each Award shall be embodied in a written
agreement or statement which shall be subject to the terms and conditions of the
Plan. The Award Agreement shall be signed by a member
 
                                       19
<PAGE>
 
of the Committee on behalf of the Committee and the Company or by an executive
officer of the Company, other than the Holder, on behalf of the Company, and may
be signed by the Holder to the extent required by the Committee. The Award
Agreement may contain any other provisions that the Committee in its discretion
shall deem advisable which are not inconsistent with the terms and provisions of
the Plan.
 
     14.5  Indemnification of the Committee.  The Company shall indemnify each
present and future member of the Committee against, and each member of the
Committee shall be entitled without further action on his or her part to
indemnity from the Company for, all expenses (including attorney's fees, the
amount of judgments and the amount of approved settlements made with a view to
the curtailment of costs of litigation, other than amounts paid to the Company
itself) reasonably incurred by such member in connection with or arising out of
any action, suit or proceeding in which such member may be involved by reason of
such member being or having been a member of the Committee, whether or not he or
she continues to be a member of the Committee at the time of incurring the
expenses, including, without limitation, matters as to which such member shall
be finally adjudged in any action, suit or proceeding to have been negligent in
the performance of such member's duty as a member of the Committee. However,
this indemnity shall not include any expenses incurred by any member of the
Committee in respect of matters as to which such member shall be finally
adjudged in any action, suit or proceeding to have been guilty of gross
negligence or willful misconduct in the performance of his duty as a member of
the Committee. In addition, no right of indemnification under the Plan shall be
available to or enforceable by any member of the Committee unless, within 60
days after institution of any action, suit or proceeding, such member shall have
offered the Company, in writing, the opportunity to handle and defend same at
its own expense. This right of indemnification shall inure to the benefit of the
heirs, executors or administrators of each member of the Committee and shall be
in addition to all other rights to which a member of the Committee may be
entitled as a matter of law, contract or otherwise.
 
     14.6  Gender and Number.  If the context requires, words of one gender when
used in the Plan shall include the other and words used in the singular or
plural shall include the other.
 
     14.7  Severability.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
 
     14.8  Headings.  Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms and provisions of the Plan.
 
     14.9  Other Compensation Plans.  The adoption of the Plan shall not affect
any other option, incentive or other compensation or benefit plans in effect for
the Company or any Affiliate, nor shall the Plan preclude the Company from
establishing any other forms of incentive compensation arrangements for
Employees.
 
     14.10  Other Awards.  The grant of an Award shall not confer upon the
Holder the right to receive any future or other Awards under the Plan, whether
or not Awards may be granted to similarly situated Holders, or the right to
receive future Awards upon the same terms or conditions as previously granted.
 
     14.11  Successors.  All obligations of the Company under the Plan with
respect to Awards granted hereunder shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.
 
     14.12  Law Limitations/Governmental Approvals.  The granting of Awards and
the issuance of Shares under the Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
 
     14.13  Delivery of Title.  The Company shall have no obligation to issue or
deliver evidence of title for shares of Stock issued under the Plan prior to:
 
          (a) obtaining any approvals from governmental agencies that the
     Company determines are necessary or advisable; and
 
                                       20
<PAGE>
 
          (b) completion of any registration or other qualification of the Stock
     under any applicable national or foreign law or ruling of any governmental
     body that the Company determines to be necessary or advisable.
 
     14.14  Inability to Obtain Authority.  The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any shares of Stock hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such shares of Stock as to
which such requisite authority shall not have been obtained.
 
     14.15  Investment Representations.  The Committee may require any person
receiving Stock pursuant to an Award under the Plan to represent and warrant in
writing that the person is acquiring the Shares for investment and without any
present intention to sell or distribute such Stock.
 
     14.16  Persons Residing Outside of the United States.  Notwithstanding any
provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the TMW Group operates or has Employees, the Committee, in
its sole discretion, shall have the power and authority to:
 
          (a) determine which Affiliates shall be covered by the Plan;
 
          (b) determine which persons employed outside the United States are
     eligible to participate in the Plan;
 
          (c) amend or vary the terms and provisions of the Plan and the terms
     and conditions of any Award granted to persons who reside outside the
     United States;
 
          (d) establish subplans and modify exercise procedures and other terms
     and procedures to the extent such actions may be necessary or
     advisable -- any subplans and modifications to Plan terms and procedures
     established under this Section 14.16 by the Committee shall be attached to
     the Plan document as Appendices; and
 
          (e) take any action, before or after an Award is made, that it deems
     advisable to obtain or comply with any necessary local government
     regulatory exemptions or approvals.
 
     Notwithstanding the above, the Committee may not take any actions
hereunder, and no Awards shall be granted, that would violate the Exchange Act,
the Code, any securities law or governing statute or any other applicable law.
 
     14.17  No Fractional Shares.  No fractional shares of Stock shall be issued
or delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, additional Awards, or other property shall be issued or paid in
lieu of fractional shares of Stock or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
 
     14.18  Arbitration of Disputes.  Any controversy arising out of or relating
to the Plan or an Option Agreement shall be resolved by arbitration conducted
pursuant to the arbitration rules of the American Arbitration Association. The
arbitration shall be final and binding on the parties.
 
     14.19  Governing Law.  The provisions of the Plan and the rights of all
persons claiming thereunder shall be construed, administered and governed under
the laws of the State of Texas.
 
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