AMENDMENT NO. 1
                                       TO
  The Hain Celestial Group, Inc. 2002 Long Term Incentive and Stock Award Plan
 
THIS AMENDMENT NO. 1 to The Hain Celestial Group, Inc. 2002 Long Term Incentive
and Stock Award Plan is effective as of December 4, 2003.
 
1. Introductory Statements. The Hain Celestial Group, Inc. 2002 Long Term
Incentive and Stock Award Plan (the "Plan") has previously been approved and
adopted by the Board of Directors and the shareholders of The Hain Celestial
Group, Inc. At a meeting of the Board of Directors of The Hain Celestial Group,
Inc., Amendment No. 1 to the Plan (set forth below) was adopted and approved,
and at the Annual Meeting of Shareholders of The Hain Celestial Group, Inc. held
on December 4, 2003, the shareholders of The Hain Celestial Group, Inc. adopted
and approved Amendment No. 1 to the Plan.
 
2. Amendment. As a result of the approvals described above, the first sentence
of Paragraph 4(a) of the Plan is hereby amended and modified so as to provide in
its entirety as follows:
 
"Subject to adjustment as provided in Section 4(c) hereof, the total number of
Shares reserved for issuance in connection with Awards under the Plan shall be
3,100,000."
 
3. No Other Changes. Other than as expressly set forth above, the remaining
language of Paragraph 4(a) of the Plan shall not be modified, and the only
effect of the Amendment will be to increase the number of shares of Common Stock
authorized and available for issuance under the terms of the Plan. All other
terms and provisions of the Plan shall continue in full force and effect without
change.
 
EXECUTED as of the 4th day of December, 2003.
       
 
 
 
 
 
 
                  THE HAIN CELESTIAL GROUP, INC.
                 2002 LONG TERM INCENTIVE AND STOCK AWARD PLAN
 
1. Purposes.
 
   The purposes of the 2002 Long Term Incentive and Stock Award Plan are to
advance the interests of The Hain Celestial Group, Inc. and its stockholders
by providing a means to attract, retain, and motivate employees, consultants
and directors of the Company upon whose judgment, initiative and efforts the
continued success, growth and development of the Company is dependent.
 
2. Definitions.
 
   For purposes of the Plan, the following terms shall be defined as set forth
below:
 
      (a) "Affiliate" means any entity other than the Company and its
   Subsidiaries that is designated by the Board or the Committee as a
   participating employer under the Plan; provided, however, that the Company
   directly or indirectly owns at least 20% of the combined voting power of all
   classes of stock of such entity or at least 20% of the ownership interests
   in such entity.
 
      (b) "Award" means any Option, SAR, Restricted Share, Restricted Share
   Unit, Performance Share, Performance Unit, Dividend Equivalent, or Other
   Share-Based Award granted to an Eligible Person under the Plan.
 
      (c) "Award Agreement" means any written agreement, contract, or other
   instrument or document evidencing an Award.
 
      (d) "Beneficiary" means the person, persons, trust or trusts which have
   been designated by an Eligible Person in his or her most recent written
   beneficiary designation filed with the Company to receive the benefits
   specified under this Plan upon the death of the Eligible Person, or, if
   there is no designated Beneficiary or surviving designated Beneficiary, then
   the person, persons, trust or trusts entitled by will or the laws of descent
   and distribution to receive such benefits.
 
      (e) "Board" means the Board of Directors of the Company.
 
      (f) "Code" means the Internal Revenue Code of 1986, as amended from time
   to time. References to any provision of the Code shall be deemed to include
   successor provisions thereto and regulations thereunder.
 
      (g) "Committee" means the Compensation Committee of the Board, or such
   other Board committee (which may include the entire Board) as may be
   designated by the Board to administer the Plan; provided, however, that,
   unless otherwise determined by the Board, the Committee shall consist of two
   or more directors of the Company, each of whom is a "non-employee director"
   within the meaning of Rule 16b-3 under the Exchange Act, to the extent
   applicable, and each of whom is an "outside director" within the meaning of
   Section 162(m) of the Code, to the extent applicable; provided, further,
   that the mere fact that the Committee shall fail to qualify under either of
   the foregoing requirements shall not invalidate any Award made by the
   Committee which Award is otherwise validly made under the Plan.
 
      (h) "Company" means The Hain Celestial Group, Inc., a corporation
   organized under the laws of Delaware, or any successor corporation.
 
      (i) "Director" means a member of the Board who is not an employee of the
   Company, a Subsidiary or an Affiliate.
 
      (j) "Dividend Equivalent" means a right, granted under Section 5(g), to
   receive cash, Shares, or other property equal in value to dividends paid
   with respect to a specified number of Shares. Dividend Equivalents may be
   awarded on a free-standing basis or in connection with another Award, and
   may be paid currently or on a deferred basis.
 
 
                                      A-1
 
<PAGE>
      (k) "Eligible Person" means (i) an employee of the Company, a Subsidiary
   or an Affiliate, including any director who is an employee, (ii) a
   consultant to the Company or (iii) a Director.
 
      (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended
   from time to time. References to any provision of the Exchange Act shall be
   deemed to include successor provisions thereto and regulations thereunder.
 
      (m) "Fair Market Value" means, with respect to Shares or other property,
   the fair market value of such Shares or other property determined by such
   methods or procedures as shall be established from time to time by the
   Committee. If the Shares are listed on any established stock exchange or a
   national market system, unless otherwise determined by the Committee in good
   faith, the Fair Market Value of Shares shall mean the mean between the high
   and low selling prices per Share on the immediately preceding date (or, if
   the Shares were not traded on that day, the next preceding day that the
   Shares were traded) on the principal exchange or market system on which the
   Shares are traded, as such prices are officially quoted on such exchange.
 
      (n) "ISO" means any Option intended to be and designated as an incentive
   stock option within the meaning of Section 422 of the Code.
 
      (o) "NQSO" means any Option that is not an ISO.
 
      (p) "Option" means a right, granted under Section 5(b), to purchase
   Shares.
 
      (q) "Other Share-Based Award" means a right, granted under Section 5(h),
   that relates to or is valued by reference to Shares.
 
      (r) "Participant" means an Eligible Person who has been granted an Award
   under the Plan.
 
      (s) "Performance Share" means a performance share granted under Section
   5(f).
 
      (t) "Performance Unit" means a performance unit granted under Section
   5(f).
 
      (u) "Plan" means this 2002 Long Term Incentive and Stock Award Plan.
 
      (v) "Restricted Shares" means an Award of Shares under Section 5(d) that
   may be subject to certain restrictions and to a risk of forfeiture.
 
      (w) "Restricted Share Unit" means a right, granted under Section 5(e), to
   receive Shares or cash at the end of a specified deferral period.
 
      (x) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
   applicable to the Plan and Participants, promulgated by the Securities and
   Exchange Commission under Section 16 of the Exchange Act.
 
      (y) "SAR" or "Share Appreciation Right" means the right, granted under
   Section 5(c), to be paid an amount measured by the difference between the
   exercise price of the right and the Fair Market Value of Shares on the date
   of exercise of the right, with payment to be made in cash, Shares, or
   property as specified in the Award or determined by the Committee.
 
      (z) "Shares" means common stock, $.01 par value per share, of the
   Company.
 
      (aa) "Subsidiary" means any corporation (other than the Company) in an
   unbroken chain of corporations beginning with the Company if each of the
   corporations (other than the last corporation in the unbroken chain) owns
   shares possessing 50% or more of the total combined voting power of all
   classes of stock in one of the other corporations in the chain.
 
3. Administration.
 
      (a) Authority of the Committee. The Plan shall be administered by the
   Committee, and the Committee shall have full and final authority to take the
   following actions, in each case subject to and consistent with the
   provisions of the Plan:
 
         (i) to select Eligible Persons to whom Awards may be granted;
 
 
                                      A-2
 
<PAGE>
         (ii) to designate Affiliates;
 
         (iii) to determine the type or types of Awards to be granted to each
      Eligible Person;
 
         (iv) to determine the type and number of Awards to be granted, the
      number of Shares to which an Award may relate, the terms and conditions
      of any Award granted under the Plan (including, but not limited to, any
      exercise price, grant price, or purchase price, any restriction or
      condition, any schedule for lapse of restrictions or conditions relating
      to transferability or forfeiture, exercisability, or settlement of an
      Award, and waiver or accelerations thereof, and waivers of performance
      conditions relating to an Award, based in each case on such
      considerations as the Committee shall determine), and all other matters
      to be determined in connection with an Award;
 
         (v) to determine whether, to what extent, and under what circumstances
      an Award may be settled, or the exercise price of an Award may be paid,
      in cash, Shares, other Awards, or other property, or an Award may be
      canceled, forfeited, exchanged, or surrendered;
 
         (vi) to determine whether, to what extent, and under what
      circumstances cash, Shares, other Awards, or other property payable with
      respect to an Award will be deferred either automatically, at the
      election of the Committee, or at the election of the Eligible Person;
 
         (vii) to prescribe the form of each Award Agreement, which need not be
      identical for each Eligible Person;
 
         (viii) to adopt, amend, suspend, waive, and rescind such rules and
      regulations and appoint such agents as the Committee may deem necessary
      or advisable to administer the Plan;
 
         (ix) to correct any defect or supply any omission or reconcile any
      inconsistency in the Plan and to construe and interpret the Plan and any
      Award, rules and regulations, Award Agreement, or other instrument
      hereunder;
 
         (x) to accelerate the exercisability or vesting of all or any portion
      of any Award or to extend the period during which an Award is
      exercisable;
 
         (xi) to determine whether uncertificated Shares may be used in
      satisfying Awards and otherwise in connection with the Plan; and
 
         (xii) to make all other decisions and determinations as may be
      required under the terms of the Plan or as the Committee may deem
      necessary or advisable for the administration of the Plan.
 
      (b) Manner of Exercise of Committee Authority. The Committee shall have
   sole discretion in exercising its authority under the Plan. Any action of
   the Committee with respect to the Plan shall be final, conclusive, and
   binding on all persons, including the Company, Subsidiaries, Affiliates,
   Eligible Persons, any person claiming any rights under the Plan from or
   through any Eligible Person, and stockholders. The express grant of any
   specific power to the Committee, and the taking of any action by the
   Committee, shall not be construed as limiting any power or authority of the
   Committee. The Committee may delegate to other members of the Board or
   officers or managers of the Company or any Subsidiary or Affiliate the
   authority, subject to such terms as the Committee shall determine, to
   perform administrative functions and, with respect to Awards granted to
   persons not subject to Section 16 of the Exchange Act, to perform such other
   functions as the Committee may determine, to the extent permitted under Rule
   16b-3 (if applicable) and applicable law.
 
      (c) Limitation of Liability. Each member of the Committee shall be
   entitled to, in good faith, rely or act upon any report or other information
   furnished to him or her by any officer or other employee of the Company or
   any Subsidiary or Affiliate, the Company's independent certified public
   accountants, or other professional retained by the Company to assist in the
   administration of the Plan. No member of the Committee, and no officer or
   employee of the Company acting on behalf of the Committee, shall be
   personally liable for any action, determination, or interpretation taken or
   made in good faith with respect to the Plan, and all members of the
   Committee and any
 
                                      A-3
 
   <PAGE>
 
   officer or employee of the Company acting on their behalf shall, to the
   extent permitted by law, be fully indemnified and protected by the Company
   with respect to any such action, determination, or interpretation.
 
      (d) Limitation on Committee's Discretion. Anything in this Plan to the
   contrary notwithstanding, in the case of any Award which is intended to
   qualify as "performance-based compensation" within the meaning of Section
   162(m)(4)(C) of the Code, if the Award Agreement so provides, the Committee
   shall have no discretion to increase the amount of compensation payable
   under the Award to the extent such an increase would cause the Award to lose
   its qualification as such performance-based compensation.
 
   4. Shares Subject to the Plan.
 
      (a) Subject to adjustment as provided in Section 4(c) hereof, the total
   number of Shares reserved for issuance in connection with Awards under the
   Plan shall be 1,600,000. No Award may be granted if the number of Shares to
   which such Award relates, when added to the number of Shares previously
   issued under the Plan, exceeds the number of Shares reserved under the
   preceding sentence. If any Awards are forfeited, canceled, terminated,
   exchanged or surrendered or such Award is settled in cash or otherwise
   terminates without a distribution of Shares to the Participant, any Shares
   counted against the number of Shares reserved and available under the Plan
   with respect to such Award shall, to the extent of any such forfeiture,
   settlement, termination, cancellation, exchange or surrender, again be
   available for Awards under the Plan. Upon the exercise of any Award granted
   in tandem with any other Awards, such related Awards shall be canceled to
   the extent of the number of Shares as to which the Award is exercised.
 
      (b) Subject to adjustment as provided in Section 4(c) hereof, the maximum
   number of Shares (i) with respect to which Options or SARs may be granted
   during a calendar year to any Eligible Person under this Plan shall be
   1,000,000 Shares, and (ii) with respect to Performance Shares, Performance
   Units, Restricted Shares or Restricted Share Units intended to qualify as
   performance-based compensation within the meaning of Section 162(m)(4)(C) of
   the Code shall be the equivalent of 800,000 Shares during a calendar year to
   any Eligible Person under this Plan.
 
      (c) In the event that the Committee shall determine that any dividend in
   Shares, recapitalization, Share split, reverse split, reorganization,
   merger, consolidation, spin-off, combination, repurchase, or share exchange,
   or other similar corporate transaction or event, affects the Shares such
   that an adjustment is appropriate in order to prevent dilution or
   enlargement of the rights of Eligible Persons under the Plan, then the
   Committee shall make such equitable changes or adjustments as it deems
   appropriate and, in such manner as it may deem equitable, adjust any or all
   of (i) the number and kind of shares which may thereafter be issued under
   the Plan, (ii) the number and kind of shares, other securities or other
   consideration issued or issuable in respect of outstanding Awards, and (iii)
   the exercise price, grant price, or purchase price relating to any Award;
   provided, however, in each case that, with respect to ISOs, such adjustment
   shall be made in accordance with Section 424(a) of the Code, unless the
   Committee determines otherwise. In addition, the Committee is authorized to
   make adjustments in the terms and conditions of, and the criteria and
   performance objectives, if any, included in, Awards in recognition of
   unusual or non-recurring events (including, without limitation, events
   described in the preceding sentence) affecting the Company or any Subsidiary
   or Affiliate or the financial statements of the Company or any Subsidiary or
   Affiliate, or in response to changes in applicable laws, regulations, or
   accounting principles; provided, however, that, if an Award Agreement
   specifically so provides, the Committee shall not have discretion to
   increase the amount of compensation payable under the Award to the extent
   such an increase would cause the Award to lose its qualification as
   performance-based compensation for purposes of Section 162(m)(4)(C) of the
   Code and the regulations thereunder.
 
      (d) Any Shares distributed pursuant to an Award may consist, in whole or
   in part, of authorized and unissued Shares or treasury Shares including
   Shares acquired by purchase in the open market or in private transactions.
 
 
                                      A-4
 
<PAGE>
 
   5. Specific Terms of Awards.
 
      (a) General. Awards may be granted on the terms and conditions set forth
   in this Section 5. In addition, the Committee may impose on any Award or the
   exercise thereof, at the date of grant or thereafter (subject to Section
   8(d)), such additional terms and conditions, not inconsistent with the
   provisions of the Plan, as the Committee shall determine, including terms
   regarding forfeiture of Awards or continued exercisability of Awards in the
   event of termination of service by the Eligible Person.
 
      (b) Options. The Committee is authorized to grant Options, which may be
   NQSOs or ISOs, to Eligible Persons on the following terms and conditions:
 
         (i)Exercise Price.  The exercise price per Share purchasable under an
      Option shall be determined by the Committee. The Committee may, without
      limitation, set an exercise price that is based upon achievement of
      performance criteria if deemed appropriate by the Committee.
 
         (ii)Option Term.  The term of each Option shall be determined by the
      Committee.
 
         (iii)Time and Method of Exercise.  The Committee shall determine at
      the date of grant or thereafter the time or times at which an Option may
      be exercised in whole or in part (including, without limitation, upon
      achievement of performance criteria if deemed appropriate by the
      Committee), the methods by which such exercise price may be paid or
      deemed to be paid (including, without limitation, broker-assisted
      exercise arrangements), the form of such payment (including, without
      limitation, cash, Shares, notes or other property), and the methods by
      which Shares will be delivered or deemed to be delivered to Eligible
      Persons.
 
         (iv)ISOs.  The terms of any ISO granted under the Plan shall comply in
      all respects with the provisions of Section 422 of the Code, including
      but not limited to the requirement that the ISO shall be granted within
      ten years from the earlier of the date of adoption or stockholder
      approval of the Plan. ISOs may only be granted to employees of the
      Company or a Subsidiary.
 
      (c) SARs. The Committee is authorized to grant SARs (Share Appreciation
   Rights) to Eligible Persons on the following terms and conditions:
 
         (i)Right to Payment.  A SAR shall confer on the Eligible Person to
      whom it is granted a right to receive with respect to each Share subject
      thereto, upon exercise thereof, the excess of (1) the Fair Market Value
      of one Share on the date of exercise (or, if the Committee shall so
      determine in the case of any such right, the Fair Market Value of one
      Share at any time during a specified period before or after the date of
      exercise) over (2) the exercise price per Share of the SAR as determined
      by the Committee as of the date of grant of the SAR (which in the case of
      a SAR granted in tandem with an Option, shall be equal to the exercise
      price of the underlying Option).
 
         (ii)Other Terms.  The Committee shall determine, at the time of grant
      or thereafter, the time or times at which a SAR may be exercised in whole
      or in part, the method of exercise, method of settlement, form of
      consideration payable in settlement, method by which Shares will be
      delivered or deemed to be delivered to Eligible Persons, whether or not a
      SAR shall be in tandem with any other Award, and any other terms and
      conditions of any SAR. Unless the Committee determines otherwise, a SAR
      (1) granted in tandem with an NQSO may be granted at the time of grant of
      the related NQSO or at any time thereafter and (2) granted in tandem with
      an ISO may only be granted at the time of grant of the related ISO.
 
      (d) Restricted Shares. The Committee is authorized to grant Restricted
   Shares to Eligible Persons on the following terms and conditions:
 
         (i)Issuance and Restrictions.  Restricted Shares shall be subject to
      such restrictions on transferability and other restrictions, if any, as
      the Committee may impose at the date of grant or thereafter, which
      restrictions may lapse separately or in combination at such times, under
 
                                      A-5
 
      <PAGE>
 
      such circumstances (including, without limitation, upon achievement of
      performance criteria if deemed appropriate by the Committee), in such
      installments, or otherwise, as the Committee may determine. Except to the
      extent restricted under the Award Agreement relating to the Restricted
      Shares, an Eligible Person granted Restricted Shares shall have all of
      the rights of a stockholder including, without limitation, the right to
      vote Restricted Shares and the right to receive dividends thereon. If the
      lapse of restrictions is conditioned on the achievement of performance
      criteria, the Committee shall select the criterion or criteria from the
      list of criteria set forth in Section 5(f)(i). The Committee must certify
      in writing prior to the lapse of restrictions conditioned on achievement
      of performance criteria that such performance criteria were in fact
      satisfied.
 
         (ii)Forfeiture.  Except as otherwise determined by the Committee, at
      the date of grant or thereafter, upon termination of service during the
      applicable restriction period, Restricted Shares and any accrued but
      unpaid dividends or Dividend Equivalents that are at that time subject to
      restrictions shall be forfeited; provided, however, that the Committee
      may provide, by rule or regulation or in any Award Agreement, or may
      determine in any individual case, that restrictions or forfeiture
      conditions relating to Restricted Shares will be waived in whole or in
      part in the event of terminations resulting from specified causes, and
      the Committee may in other cases waive in whole or in part the forfeiture
      of Restricted Shares.
 
         (iii)Certificates for Shares.  Restricted Shares granted under the
      Plan may be evidenced in such manner as the Committee shall determine. If
      certificates representing Restricted Shares are registered in the name of
      the Eligible Person, such certificates shall bear an appropriate legend
      referring to the terms, conditions, and restrictions applicable to such
      Restricted Shares, and the Company shall retain physical possession of
      the certificate.
 
         (iv)Dividends.  Dividends paid on Restricted Shares shall be either
      paid at the dividend payment date, or deferred for payment to such date
      as determined by the Committee, in cash or in unrestricted Shares having
      a Fair Market Value equal to the amount of such dividends. Shares
      distributed in connection with a Share split or dividend in Shares, and
      other property distributed as a dividend, shall be subject to
      restrictions and a risk of forfeiture to the same extent as the
      Restricted Shares with respect to which such Shares or other property has
      been distributed.
 
      (e) Restricted Share Units. The Committee is authorized to grant
   Restricted Share Units to Eligible Persons, subject to the following terms
   and conditions:
 
         (i)Award and Restrictions.  Delivery of Shares or cash, as the case
      may be, will occur upon expiration of the deferral period specified for
      Restricted Share Units by the Committee (or, if permitted by the
      Committee, as elected by the Eligible Person). In addition, Restricted
      Share Units shall be subject to such restrictions as the Committee may
      impose, if any (including, without limitation, the achievement of
      performance criteria if deemed appropriate by the Committee), at the date
      of grant or thereafter, which restrictions may lapse at the expiration of
      the deferral period or at earlier or later specified times, separately or
      in combination, in installments or otherwise, as the Committee may
      determine. If the lapse of restrictions is conditioned on the achievement
      of performance criteria, the Committee shall select the criterion or
      criteria from the list of criteria set forth in Section 5(f)(i). The
      Committee must certify in writing prior to the lapse of restrictions
      conditioned on the achievement of performance criteria that such
      performance criteria were in fact satisfied.
 
         (ii)Forfeiture.  Except as otherwise determined by the Committee at
      date of grant or thereafter, upon termination of service (as determined
      under criteria established by the Committee) during the applicable
      deferral period or portion thereof to which forfeiture conditions apply
      (as provided in the Award Agreement evidencing the Restricted Share
      Units), or upon failure to satisfy any other conditions precedent to the
      delivery of Shares or cash to which such Restricted Share Units relate,
      all Restricted Share Units that are at that time subject to deferral or
      restriction shall be forfeited; provided, however, that the Committee may
      provide,
 
                                      A-6
 
      <PAGE>
 
      by rule or regulation or in any Award Agreement, or may determine in any
      individual case, that restrictions or forfeiture conditions relating to
      Restricted Share Units will be waived in whole or in part in the event of
      termination resulting from specified causes, and the Committee may in
      other cases waive in whole or in part the forfeiture of Restricted Share
      Units.
 
      (f) Performance Shares and Performance Units. The Committee is authorized
   to grant Performance Shares or Performance Units or both to Eligible Persons
   on the following terms and conditions:
 
         (i)Performance Period.  The Committee shall determine a performance
      period (the "Performance Period") of one or more years and shall
      determine the performance objectives for grants of Performance Shares and
      Performance Units. Performance objectives may vary from Eligible Person
      to Eligible Person and shall be based upon one or more of the following
      performance criteria as the Committee may deem appropriate: appreciation
      in value of the Shares; total stockholder return; earnings per share;
      operating income; net income; pretax earnings; pretax earnings before
      interest, depreciation and amortization; pro forma net income; return on
      equity; return on designated assets; return on capital; economic value
      added; earnings; revenues; expenses; operating profit margin; operating
      cash flow; free cash flow; cash flow return on investment; operating
      margin; net profit margin. The performance objectives may be determined
      by reference to the performance of the Company, or of a Subsidiary or
      Affiliate, or of a division or unit of any of the foregoing. Performance
      Periods may overlap and Eligible Persons may participate simultaneously
      with respect to Performance Shares and Performance Units for which
      different Performance Periods are prescribed.
 
         (ii)Award Value.  At the beginning of a Performance Period, the
      Committee shall determine for each Eligible Person or group of Eligible
      Persons with respect to that Performance Period the range of number of
      Shares, if any, in the case of Performance Shares, and the range of
      dollar values, if any, in the case of Performance Units, which may be
      fixed or may vary in accordance with such performance or other criteria
      specified by the Committee, which shall be paid to an Eligible Person as
      an Award if the relevant measure of Company performance for the
      Performance Period is met. The Committee must certify in writing that the
      applicable performance criteria were satisfied prior to payment under any
      Performance Shares or Performance Units.
 
         (iii)Significant Events.  If during the course of a Performance Period
      there shall occur significant events as determined by the Committee which
      the Committee expects to have a substantial effect on a performance
      objective during such period, the Committee may revise such objective;
      provided, however, that, if an Award Agreement so provides, the Committee
      shall not have any discretion to increase the amount of compensation
      payable under the Award to the extent such an increase would cause the
      Award to lose its qualification as performance-based compensation for
      purposes of Section 162(m)(4)(C) of the Code and the regulations
      thereunder.
 
         (iv)Forfeiture.  Except as otherwise determined by the Committee, at
      the date of grant or thereafter, upon termination of service during the
      applicable Performance Period, Performance Shares and Performance Units
      for which the Performance Period was prescribed shall be forfeited;
      provided, however, that the Committee may provide, by rule or regulation
      or in any Award Agreement, or may determine in an individual case, that
      restrictions or forfeiture conditions relating to Performance Shares and
      Performance Units will be waived in whole or in part in the event of
      terminations resulting from specified causes, and the Committee may in
      other cases waive in whole or in part the forfeiture of Performance
      Shares and Performance Units.
 
         (v)Payment.  Each Performance Share or Performance Unit may be paid in
      whole Shares, or cash, or a combination of Shares and cash either as a
      lump sum payment or in installments, all as the Committee shall
      determine, at the time of grant of the Performance Share or Performance
      Unit or otherwise, commencing as soon as practicable after the end of
 
                                      A-7
 
      <PAGE>
 
      the relevant Performance Period. The Committee must certify in writing
      prior to the payment of any Performance Share or Performance Unit that
      the performance objectives and any other material terms were in fact
      satisfied.
 
      (g) Dividend Equivalents. The Committee is authorized to grant Dividend
   Equivalents to Eligible Persons. The Committee may provide, at the date of
   grant or thereafter, that Dividend Equivalents shall be paid or distributed
   when accrued or shall be deemed to have been reinvested in additional
   Shares, or other investment vehicles as the Committee may specify; provided,
   however, that Dividend Equivalents (other than freestanding Dividend
   Equivalents) shall be subject to all conditions and restrictions of the
   underlying Awards to which they relate.
 
      (h) Other Share-Based Awards. The Committee is authorized, subject to
   limitations under applicable law, to grant to Eligible Persons such other
   Awards that may be denominated or payable in, valued in whole or in part by
   reference to, or otherwise based on, or related to, Shares, as deemed by the
   Committee to be consistent with the purposes of the Plan, including, without
   limitation, unrestricted shares awarded purely as a "bonus" and not subject
   to any restrictions or conditions, other rights convertible or exchangeable
   into Shares, purchase rights for Shares, Awards with value and payment
   contingent upon performance of the Company or any other factors designated
   by the Committee, and Awards valued by reference to the performance of
   specified Subsidiaries or Affiliates. The Committee shall determine the
   terms and conditions of such Awards at date of grant or thereafter. Shares
   delivered pursuant to an Award in the nature of a purchase right granted
   under this Section 5(h) shall be purchased for such consideration, paid for
   at such times, by such methods, and in such forms, including, without
   limitation, cash, Shares, notes or other property, as the Committee shall
   determine. Cash awards, as an element of or supplement to any other Award
   under the Plan, shall also be authorized pursuant to this Section 5(h).
 
   6. Certain Provisions Applicable to Awards.
 
      (a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards granted
   under the Plan may, in the discretion of the Committee, be granted to
   Eligible Persons either alone or in addition to, in tandem with, or in
   exchange or substitution for, any other Award granted under the Plan or any
   award granted under any other plan or agreement of the Company, any
   Subsidiary or Affiliate, or any business entity to be acquired by the
   Company or a Subsidiary or Affiliate, or any other right of an Eligible
   Person to receive payment from the Company or any Subsidiary or Affiliate.
   Awards may be granted in addition to or in tandem with such other Awards or
   awards, and may be granted either as of the same time as or a different time
   from the grant of such other Awards or awards. The per Share exercise price
   of any Option, grant price of any SAR, or purchase price of any other Award
   conferring a right to purchase Shares which is granted, in connection with
   the substitution of awards granted under any other plan or agreement of the
   Company or any Subsidiary or Affiliate or any business entity to be acquired
   by the Company or any Subsidiary or Affiliate, shall be determined by the
   Committee, in its discretion.
 
      (b) Term of Awards. The term of each Award granted to an Eligible Person
   shall be for such period as may be determined by the Committee; provided,
   however, that in no event shall the term of any ISO or a SAR granted in
   tandem therewith exceed a period of ten years from the date of its grant (or
   such shorter period as may be applicable under Section 422 of the Code).
 
      (c) Form of Payment Under Awards. Subject to the terms of the Plan and
   any applicable Award Agreement, payments to be made by the Company or a
   Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award
   may be made in such forms as the Committee shall determine at the date of
   grant or thereafter, including, without limitation, cash, Shares, notes or
   other property, and may be made in a single payment or transfer, in
   installments, or on a deferred basis. The Committee may make rules relating
   to installment or deferred payments with respect to Awards, including the
   rate of interest to be credited with respect to such payments.
 
      (d) Nontransferability. Unless otherwise set forth by the Committee in an
   Award Agreement, Awards shall not be transferable by an Eligible Person
   except by will or the laws of descent and
 
                                      A-8
 
   <PAGE>
 
   distribution (except pursuant to a Beneficiary designation) and shall be
   exercisable during the lifetime of an Eligible Person only by such Eligible
   Person or his guardian or legal representative. An Eligible Person's rights
   under the Plan may not be pledged, mortgaged, hypothecated, or otherwise
   encumbered, and shall not be subject to claims of the Eligible Person's
   creditors.
 
      (e) Noncompetition. The Committee may, by way of the Award Agreements or
   otherwise, establish such other terms, conditions, restrictions and/or
   limitations, if any, of any Award, provided they are not inconsistent with
   the Plan, including, without limitation, the requirement that the
   Participant not engage in competition with the Company.
 
   7. General Provisions.
 
      (a) Compliance with Legal and Trading Requirements. The Plan, the
   granting and exercising of Awards thereunder, and the other obligations of
   the Company under the Plan and any Award Agreement, shall be subject to all
   applicable federal, state and foreign laws, rules and regulations, and to
   such approvals by any regulatory or governmental agency as may be required.
   The Company, in its discretion, may postpone the issuance or delivery of
   Shares under any Award until completion of such stock exchange or market
   system listing or registration or qualification of such Shares or other
   required action under any state or federal law, rule or regulation as the
   Company may consider appropriate, and may require any Participant to make
   such representations and furnish such information as it may consider
   appropriate in connection with the issuance or delivery of Shares in
   compliance with applicable laws, rules and regulations. No provisions of the
   Plan shall be interpreted or construed to obligate the Company to register
   any Shares under federal, state or foreign law. The Shares issued under the
   Plan may be subject to such other restrictions on transfer as determined by
   the Committee.
 
      (b) No Right to Continued Employment or Service. Neither the Plan nor any
   action taken thereunder shall be construed as giving any employee,
   consultant's, or director the right to be retained in the employ or service
   of the Company or any of its Subsidiaries or Affiliates, nor shall it
   interfere in any way with the right of the Company or any of its
   Subsidiaries or Affiliates to terminate any employee's, consultant's or
   director's employment or service at any time.
 
      (c) Taxes. The Company or any Subsidiary or Affiliate is authorized to
   withhold from any Award granted, any payment relating to an Award under the
   Plan, including from a distribution of Shares, or any payroll or other
   payment to an Eligible Person, amounts of withholding and other taxes due in
   connection with any transaction involving an Award, and to take such other
   action as the Committee may deem advisable to enable the Company and
   Eligible Persons to satisfy obligations for the payment of withholding taxes
   and other tax obligations relating to any Award. This authority shall
   include authority to withhold or receive Shares or other property and to
   make cash payments in respect thereof in satisfaction of an Eligible
   Person's tax obligations; provided, however, that the amount of tax
   withholding to be satisfied by withholding Shares shall be limited to the
   minimum amount of taxes, including employment taxes, required to be withheld
   under applicable Federal, state and local law.
 
      (d) Changes to the Plan and Awards. The Board may amend, alter, suspend,
   discontinue, or terminate the Plan or the Committee's authority to grant
   Awards under the Plan without the consent of stockholders of the Company or
   Participants, except that any such amendment or alteration as it applies to
   ISOs shall be subject to the approval of the Company's stockholders to the
   extent such stockholder approval is required under Section 422 of the Code;
   provided, however, that, without the consent of an affected Participant, no
   amendment, alteration, suspension, discontinuation, or termination of the
   Plan may materially and adversely affect the rights of such Participant
   under any Award theretofore granted to him or her. The Committee may waive
   any conditions or rights under, amend any terms of, or amend, alter,
   suspend, discontinue or terminate, any Award theretofore granted,
   prospectively or retrospectively; provided, however, that, without the
   consent of a Participant, no amendment, alteration, suspension,
   discontinuation or termination of any Award may materially and adversely
   affect the rights of such Participant under any Award theretofore granted to
   him or her.
 
 
                                      A-9
 
<PAGE>
 
      (e) No Rights to Awards; No Stockholder Rights. No Eligible Person or
   employee shall have any claim to be granted any Award under the Plan, and
   there is no obligation for uniformity of treatment of Eligible Persons and
   employees. No Award shall confer on any Eligible Person any of the rights of
   a stockholder of the Company unless and until Shares are duly issued or
   transferred to the Eligible Person in accordance with the terms of the
   Award.
 
      (f) Unfunded Status of Awards. The Plan is intended to constitute an
   "unfunded" plan for incentive compensation. With respect to any payments not
   yet made to a Participant pursuant to an Award, nothing contained in the
   Plan or any Award shall give any such Participant any rights that are
   greater than those of a general creditor of the Company; provided, however,
   that the Committee may authorize the creation of trusts or make other
   arrangements to meet the Company's obligations under the Plan to deliver
   cash, Shares, other Awards, or other property pursuant to any Award, which
   trusts or other arrangements shall be consistent with the "unfunded" status
   of the Plan unless the Committee otherwise determines with the consent of
   each affected Participant.
 
      (g) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
   Board nor its submission to the stockholders of the Company for approval
   shall be construed as creating any limitations on the power of the Board to
   adopt such other incentive arrangements as it may deem desirable, including,
   without limitation, the granting of options and other awards otherwise than
   under the Plan, and such arrangements may be either applicable generally or
   only in specific cases.
 
      (h) Not Compensation for Benefit Plans. No Award payable under this Plan
   shall be deemed salary or compensation for the purpose of computing benefits
   under any benefit plan or other arrangement of the Company for the benefit
   of its employees, consultants or directors unless the Company shall
   determine otherwise.
 
      (i) No Fractional Shares. No fractional Shares shall be issued or
   delivered pursuant to the Plan or any Award. The Committee shall determine
   whether cash, other Awards, or other property shall be issued or paid in
   lieu of such fractional Shares or whether such fractional Shares or any
   rights thereto shall be forfeited or otherwise eliminated.
 
      (j) Governing Law. The validity, construction, and effect of the Plan,
   any rules and regulations relating to the Plan, and any Award Agreement
   shall be determined in accordance with the laws of New York without giving
   effect to principles of conflict of laws thereof.
 
      (k) Effective Date; Plan Termination. The Plan shall become effective as
   of November 12, 2002 (the "Effective Date") subject to approval by the
   stockholders of the Company. The Plan shall terminate as to future awards on
   the date which is ten (10) years after the Effective Date.
 
      (l) Titles and Headings. The titles and headings of the sections in the
   Plan are for convenience of reference only. In the event of any conflict,
   the text of the Plan, rather than such titles or headings, shall control.