<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>2
<FILENAME>c05935exv10w54.txt
<DESCRIPTION>1997 STOCK PLAN
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.54
 
                                   PCTEL, INC.
 
                                 1997 STOCK PLAN
 
                    (as amended and restated March 16, 2006)
 
     1.   Purposes of the Plan. The purposes of this Stock Plan are:
 
 
          -    to attract and retain the best available personnel for positions
               of substantial responsibility,
 
          -    to provide additional incentive to Employees, Directors and
               Consultants, and
 
          -    to promote the success of the Company's business.
 
     Awards granted under the Plan may be Incentive Stock Options, Nonstatutory
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Units, Performance Shares, Dividend Equivalents and other
stock or cash awards as the Administrator may determine.
 
 
     2.   Definitions. As used herein, the following definitions shall apply:
 
          (a) "Administrator" means the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.
 
          (b) "Applicable Laws" means the requirements relating to the
administration of equity-based awards under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Awards are, or will be, granted under
the Plan.
 
          (c) "Award" means, individually or collectively, a grant under the
Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Units, Performance Shares, Dividend Equivalents and other
stock or cash awards as the Administrator may determine.
 
          (d) "Award Agreement" means the written agreement setting forth the
terms and provisions applicable to each Award granted under the Plan. The Award
Agreement is subject to the terms and conditions of the Plan.
 
          (e) "Awarded Stock" means the Common Stock subject to an Award.
 
          (f) "Board" means the Board of Directors of the Company.
 
          (g) "Change in Control" means the consummation of any of the following
transactions:
 
 
<PAGE>
               (i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or
 
               (ii) The consummation of the sale or disposition by the Company
of all or substantially all of the Company's assets; or
 
               (iii) A change in the composition of the Board occurring within a
two-year period, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but will not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or
 
               (iv) The consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) at least
fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.
 
          (h) "Code" means the Internal Revenue Code of 1986, as amended. Any
reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.
 
          (i) "Committee" means a committee of Directors appointed by the Board
in accordance with Section 4 of the Plan.
 
          (j) "Common Stock" means the common stock of the Company.
 
          (k) "Company" means PCTEL, Inc., a Delaware corporation.
 
          (l) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.
 
          (m) "Determination Date" means the latest possible date that will not
jeopardize the qualification of an Award granted under the Plan as
"performance-based compensation" under Section 162(m) of the Code.
 
          (n) "Director" means a member of the Board.
 
          (o) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.
 
          (p) "Dividend Equivalent" means a credit, payable in cash, made at the
discretion of the Administrator, to the account of a Participant in an amount
equal to the cash dividends paid on
 
<PAGE>
 
 
one Share for each Share represented by an Award held by such Participant. The
Dividend Equivalent for each Share subject to an Award shall only be paid to a
Participant on the vesting date for such Share.
 
          (q) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option held by the Participant shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.
 
          (r) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
 
          (s) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:
 
               (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;
 
               (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable; or
 
               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
 
          (t) "Fiscal Year" means the fiscal year of the Company.
 
          (u) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
 
          (v) "Inside Director" means a Director who is an Employee.
 
          (w) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
 
 
<PAGE>
 
          (x) "Notice of Grant" means a written or electronic notice evidencing
certain terms and conditions of an individual Award. The Notice of Grant is part
of the Award Agreement.
 
          (y) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
 
          (z) "Option" means a stock option granted pursuant to the Plan.
 
          (aa) "Option Agreement" means an agreement between the Company and a
Participant evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.
 
          (bb) "Outside Director" means a Director who is not an Employee.
 
          (cc) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
 
          (dd) "Participant" means the holder of an outstanding Award granted
under the Plan.
 
          (ee) "Performance Goals" will have the meaning set forth in Section 11
of the Plan.
 
          (ff) "Performance Period" means any Fiscal Year of the Company or such
other period as determined by the Administrator in its sole discretion.
 
          (gg) "Performance Share" means an Award denominated in Shares which
may be earned in whole or in part upon attainment of Performance Goals or other
vesting criteria as the Administrator may determine pursuant to Section 10.
 
          (hh) "Performance Unit" means a bookkeeping entry representing an
amount equal to the Fair Market Value of one Share, which may be earned in whole
or in part upon attainment of Performance Goals or other vesting criteria as the
Administrator may determine and which may be settled for cash, Shares or other
securities or a combination of the foregoing pursuant to Section 10.
 
          (ii) "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock are subject to restrictions and
therefore, the Shares are subject to a substantial risk of forfeiture. Such
restrictions may be based on the passage of time, the achievement of target
levels of performance, or the occurrence of other events as determined by the
Administrator.
 
          (jj) "Plan" means this 1997 Stock Plan, as amended and restated.
 
          (kk) "Restricted Stock" means Shares issued pursuant to a Restricted
Stock award under Section 8 of the Plan, or issued pursuant to the early
exercise of an Option.
 
          (ll) "Restricted Stock Unit" means a bookkeeping entry representing an
amount equal to the Fair Market Value of one Share, granted pursuant to Section
9 of the Plan. Each Restricted Stock Unit represents an unfunded and unsecured
obligation of the Company.
 
<PAGE>
 
          (mm) "Restricted Stock Unit Agreement" means a written or electronic
agreement between the Company and the Participant evidencing the terms and
restrictions applying to an award of Restricted Stock Units. The Restricted
Stock Unit Agreement is subject to the terms and conditions of the Plan and the
Notice of Grant.
 
          (nn) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.
 
          (oo) "Section 16(b) " means Section 16(b) of the Exchange Act.
 
          (pp) "Service Provider" means an Employee, Director or Consultant.
 
          (qq) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 15 of the Plan.
 
          (rr) "Stock Appreciation Right" or "SAR" means an Award granted
pursuant to Section 7 hereof.
 
          (ss) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
 
     3.   Stock Subject to the Plan.
 
          (a) Stock Subject to the Plan. Subject to the provisions of Section 15
of the Plan, the maximum aggregate number of Shares with respect to which Awards
may be made under the Plan after the effective date of this amendment and
restatement is the sum of (a) 2,300,000 Shares, plus (b) any Shares returned (or
that would have otherwise returned) to the Plan on or after the date of Board
approval of the amendment and restatement of the Plan as a result of termination
of options or repurchase of Shares issued under such plan prior to the date of
Board approval of the amendment and restatement of the Plan, plus (c) any Shares
returned (or that would have otherwise returned) to the Company's 1998 Director
Option Plan on or after the date of Board approval of the amendment and
restatement of the Plan as a result of termination of options or repurchase of
Shares issued under such plan. The Shares may be authorized, but unissued, or
reacquired Common Stock.
 
          (b) Lapsed Awards. If an Award expires or becomes unexercisable
without having been exercised in full, or, with respect to Restricted Stock,
Restricted Stock Units, Performance Shares or Performance Units, is forfeited to
or repurchased by the Company, the unpurchased Shares (or for Awards other than
Options and Stock Appreciation Rights, the forfeited or repurchased Shares)
which were subject thereto will become available for future grant or sale under
the Plan (unless the Plan has terminated). With respect to SARs, only shares
actually issued pursuant to a SAR shall cease to be available under the Plan;
all remaining shares under SARs shall remain available for future grant or sale
under the Plan (unless the Plan has terminated). However, Shares that have
actually been issued under the Plan under any Award shall not be returned to the
Plan and shall not become available for future distribution under the Plan,
except that if unvested Shares of Restricted Stock, Restricted Stock Units,
Performance Shares or Performance Units are repurchased by the Company or are
forfeited to the Company, such Shares will become available for future grant
under the Plan. Shares used to pay the tax and exercise price of an Award will
not become available for future grant or sale under the Plan. To the extent an
Award under the Plan is
 
<PAGE>
paid out in cash rather than Shares, such cash payment will not result in
reducing the number of Shares available for issuance under the Plan.
 
     4.   Administration of the Plan.
 
          (a) Procedure.
 
               (i) Multiple Administrative Bodies. The Plan may be administered
by different Committees with respect to different groups of Service Providers.
 
               (ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Awards granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.
 
               (iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.
 
               (iv) Other Administration. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which committee shall
be constituted to satisfy Applicable Laws.
 
          (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:
 
               (i) to determine the Fair Market Value;
 
               (ii) to select the Service Providers to whom Awards may be
granted hereunder;
 
               (iii) to determine the number of shares of Common Stock to be
covered by each Award granted hereunder;
 
               (iv) to approve forms of agreement for use under the Plan;
 
               (v) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Awards may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Award or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine; provided, however, that unless otherwise determined
by the Administrator, any extension of the term or exercise period of an Award
shall comply with Section 409A of the Code and any temporary, proposed or final
Treasury Regulations and guidance promulgated thereunder;
 
               (vi) to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan;
 
<PAGE>
 
               (vii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under
foreign tax laws;
 
               (viii) to modify or amend each Award (subject to Section 20(c) of
the Plan), including the discretionary authority to extend the post-termination
exercisability period of Options and SARs longer than is otherwise provided for
in the Plan. Notwithstanding the previous sentence, the Administrator may not
modify or amend an Option or Stock Appreciation Right to reduce the exercise
price of such Option or Stock Appreciation Right after it has been granted
(except for adjustments made pursuant to Section 15 of the Plan) nor may the
Administrator cancel any outstanding Option or Stock Appreciation Right and
replace it with a new Option or Stock Appreciation Right with a lower exercise
price, unless, in either case, such action is approved by the Company's
stockholders;
 
               (ix) to determine whether Dividend Equivalents will be granted in
connection with an Award;
 
               (x) to allow Participants to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Award that number of Shares having a Fair Market Value equal to
the amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by a Participant to have Shares withheld for
this purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;
 
               (xi) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Award previously granted by
the Administrator;
 
               (xii) to make all other determinations deemed necessary or
advisable for administering the Plan.
 
          (c) Section 409A. Unless otherwise determined by the Administrator,
the Administrator shall comply with Section 409A of the Code and any temporary,
proposed or final Treasury Regulations and guidance promulgated thereunder in
taking or permitting any actions under the Plan that would result in a deferral
of compensation subject to Section 409A of the Code.
 
          (d) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations shall be final and binding on all
Participants and any other holders of Awards.
 
     5.   Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares,
Dividend Equivalents and such other stock or cash awards as the Administrator
determines may be granted to Service Providers. Incentive Stock Options may be
granted only to Employees.
 
 
<PAGE>
 
     6.   Options.
 
          (a) Limitations.
 
               (i) Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000,
such Options shall be treated as Nonstatutory Stock Options. For purposes of
this Section 6(a), Incentive Stock Options shall be taken into account in the
order in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.
 
 
          (b) The following limitations shall apply to grants of Options:
 
               (i) No Service Provider shall be granted, in any Fiscal Year,
Options to purchase more than 300,000 Shares.
 
               (ii) In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional 150,000 Shares
which shall not count against the limit set forth in subsection (i) above.
 
               (iii) The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's capitalization as described in
Section 15 of the Plan.
 
               (iv) If an Option is canceled in the same Fiscal Year in which it
was granted (other than in connection with a transaction described in Section 15
of the Plan), the canceled Option will be counted against the limits set forth
in subsections (i) and (ii) above.
 
               (v) The exercise price for an Option may not be reduced. This
will include, without limitation, a repricing of the Option as well as an Option
exchange program whereby the Participant agrees to cancel an existing Option in
exchange for an Option, Stock Appreciation Right or other Award.
 
          (c) Term of Option. The term of each Option shall be stated in the
Option Agreement. In the case of an Incentive Stock Option, the term shall be
ten (10) years from the date of grant or such shorter term as may be provided in
the Option Agreement. Moreover, in the case of an Incentive Stock Option granted
to a Participant who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Option Agreement.
 
          (d) Option Exercise Price and Consideration.
 
               (i) Exercise Price. The per share exercise price for the Shares
to be issued pursuant to exercise of an Option shall be determined by the
Administrator, but will be no less than 100% of the Fair Market Value per Share
on the date of grant. In addition, in the case of an
 
<PAGE>
 
Incentive Stock Option granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price will be no less than 110% of the Fair
Market Value per Share on the date of grant. Notwithstanding the foregoing
provisions of this Section 6(d), Options may be granted with a per Share
exercise price of less than 100% of the Fair Market Value per Share on the date
of grant pursuant to a transaction described in, and in a manner consistent
with, Section 424(a) of the Code.
 
          (e) Waiting Period and Exercise Dates. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before the
Option may be exercised.
 
          (f) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. To the
extent consistent with Applicable Laws, such consideration may consist entirely
of:
 
               (i) cash;
 
               (ii) check;
 
               (iii) promissory note;
 
               (iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Participant for more than six
months on the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;
 
               (v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;
 
               (vi) a reduction in the amount of any Company liability to the
Participant, including any liability attributable to the Participant's
participation in any Company-sponsored deferred compensation program or
arrangement;
 
               (vii) any combination of the foregoing methods of payment; or
 
               (viii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.
 
          (g) Exercise of Option.
 
               (i) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence. An Option may not be exercised for a fraction of a Share.
 
<PAGE>
 
               An Option shall be deemed exercised when the Company receives:
(i) notice of exercise (in such form as the Administrator may specify from time
to time) from the person entitled to exercise the Option, and (ii) full payment
for the Shares with respect to which the Option is exercised. Full payment may
consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Participant or, if
requested by the Participant, in the name of the Participant and his or her
spouse. Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 15 of the Plan.
 
               Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.
 
               (ii) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Option Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Participant's termination. If, on
the date of termination, the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Participant does not exercise his or her
Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
 
               (iii) Disability of Participant. If a Participant ceases to be a
Service Provider as a result of the Participant's Disability, the Participant
may exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Participant's termination. If, on the date of termination, the Participant
is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Participant does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.
 
               (iv) Death of Participant. If a Participant dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option Agreement (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant), by the Participant's estate
or by a person who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on the date of
death. In the absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months
 
<PAGE>
 
following the Participant's termination. If, at the time of death, the
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall immediately revert to the Plan. The
Option may be exercised by the executor or administrator of the Participant's
estate or, if none, by the person(s) entitled to exercise the Option under the
Participant's will or the laws of descent or distribution. If the Option is not
so exercised within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.
 
               (v) Buyout Provisions. The Administrator may at any time offer to
buy out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Participant at the time that such offer is made.
 
     7.   Stock Appreciation Rights.
 
          (a) Grant of SARs. Subject to the terms and conditions of the Plan,
SARs may be granted to Participants at any time and from time to time as shall
be determined by the Administrator, in its sole discretion.
 
          (b) Number of Shares. The Administrator will have complete discretion
to determine the number of Stock Appreciation Rights granted to any Participant,
provided that during any Fiscal Year, no Participant will be granted Stock
Appreciation Rights covering more than 300,000 Shares. Notwithstanding the
foregoing limitation, in connection with a Participant's initial service as an
Employee, an Employee may be granted Stock Appreciation Rights covering up to an
additional 150,000 Shares.
 
          (c) Exercise Price and other Terms. The Administrator, subject to the
provisions of the Plan, shall have complete discretion to determine the terms
and conditions of SARs granted under the Plan; provided, however, that no SAR
may have a term of more than ten (10) years from the date of grant. In addition,
the per Share exercise price of a SAR shall be no less than 100% of the Fair
Market Value per Share on the date of grant.
 
          (d) Payment of SAR Amount. Upon exercise of a SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:
 
               (i) The difference between the Fair Market Value of a Share on
the date of exercise over the exercise price; times
 
               (ii) the number of Shares with respect to which the SAR is
exercised.
 
          (e) Payment upon Exercise of SAR. At the discretion of the
Administrator, payment for a SAR may be in cash, Shares or a combination
thereof.
 
          (f) SAR Agreement. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, shall determine.
 
          (g) Expiration of SARs. A SAR granted under the Plan shall expire upon
the date determined by the Administrator, in its sole discretion, and set forth
in the Award Agreement.
 
<PAGE>
 
          (h) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her SAR within such
period of time as is specified in the SAR Agreement to the extent that the SAR
is vested on the date of termination (but in no event later than the expiration
of the term of such SAR as set forth in the SAR Agreement). In the absence of a
specified time in the SAR Agreement, the SAR shall remain exercisable for three
(3) months following the Participant's termination. If, on the date of
termination, the Participant is not vested as to his or her entire SAR, the
Shares covered by the unvested portion of the SAR shall revert to the Plan. If,
after termination, the Participant does not exercise his or her SAR within the
time specified by the Administrator, the SAR shall terminate, and the Shares
covered by such SAR shall revert to the Plan.
 
          (i) Disability of Participant. If a Participant ceases to be a Service
Provider as a result of the Participant's Disability, the Participant may
exercise his or her SAR within such period of time as is specified in the SAR
Agreement to the extent the SAR is vested on the date of termination (but in no
event later than the expiration of the term of such SAR as set forth in the SAR
Agreement). In the absence of a specified time in the SAR Agreement, the SAR
shall remain exercisable for twelve (12) months following the Participant's
termination. If, on the date of termination, the Participant is not vested as to
his or her entire SAR, the Shares covered by the unvested portion of the SAR
shall revert to the Plan. If, after termination, the Participant does not
exercise his or her SAR within the time specified herein, the SAR shall
terminate, and the Shares covered by such SAR shall revert to the Plan.
 
          (j) Death of Participant. If a Participant dies while a Service
Provider, the SAR may be exercised within such period of time as is specified in
the SAR Agreement (but in no event later than the expiration of the term of such
SAR as set forth in the Notice of Grant), by the Participant's estate or by a
person who acquires the right to exercise the SAR by bequest or inheritance, but
only to the extent that the SAR is vested on the date of death. In the absence
of a specified time in the SAR Agreement, the SAR shall remain exercisable for
twelve (12) months following the Participant's termination. If, at the time of
death, the Participant is not vested as to his or her entire SAR, the Shares
covered by the unvested portion of the SAR shall immediately revert to the Plan.
The SAR may be exercised by the executor or administrator of the Participant's
estate or, if none, by the person(s) entitled to exercise the SAR under the
Participant's will or the laws of descent or distribution. If the SAR is not so
exercised within the time specified herein, the SAR shall terminate, and the
Shares covered by such SAR shall revert to the Plan.
 
          (k) Buyout Provisions. The Administrator may at any time offer to buy
out for a payment in cash or Shares an SAR previously granted based on such
terms and conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made.
 
     8.   Restricted Stock.
 
          (a) Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Administrator, at any time and from time to time, may grant Shares
of Restricted Stock to Service Providers in such amounts as the Administrator,
in its sole discretion, will determine.
 
          (b) Restricted Stock Agreement. Each Award of Restricted Stock will be
evidenced by an Award Agreement that will specify the Period of Restriction, the
number of Shares granted, and such other terms and conditions as the
Administrator, in its sole discretion, will
 
<PAGE>
 
determine. Notwithstanding the foregoing sentence, during any Fiscal Year no
Participant will receive more than an aggregate of 150,000 Shares of Restricted
Stock; provided, however, that in connection with a Participant's initial
service as an Employee, an Employee may be granted an aggregate of up to an
additional 75,000 Shares of Restricted Stock. Unless the Administrator
determines otherwise, Shares of Restricted Stock will be held by the Company as
escrow agent until the restrictions on such Shares have lapsed.
 
          (c) Transferability. Except as provided in this Section 8, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of Restriction.
 
          (d) Other Restrictions. The Administrator, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.
 
          (e) Removal of Restrictions. Except as otherwise provided in this
Section 8, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan will be released from escrow as soon as practicable after
the last day of the Period of Restriction. The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be removed.
 
          (f) Voting Rights. During the Period of Restriction, Service Providers
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator determines
otherwise.
 
          (g) Dividends and Other Distributions. During the Period of
Restriction, Service Providers holding Shares of Restricted Stock will be
entitled to receive all dividends and other distributions paid with respect to
such Shares unless otherwise provided in the Award Agreement. If any such
dividends or distributions are paid in Shares, the Shares will be subject to the
same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid.
 
          (h) Return of Restricted Stock to Company. On the date set forth in
the Award Agreement, the Restricted Stock for which restrictions have not lapsed
will revert to the Company and again will become available for grant under the
Plan.
 
     9.   Restricted Stock Units.
 
          (a) Grant. Restricted Stock Units may be granted at any time and from
time to time as determined by the Administrator. Each Restricted Stock Unit
grant will be evidenced by an Award Agreement that will specify such other terms
and conditions as the Administrator, in its sole discretion, will determine,
including all terms, conditions, and restrictions related to the grant, the
number of Restricted Stock Units and the form of payout, which, subject to
Section 9(d), may be left to the discretion of the Administrator.
Notwithstanding anything to the contrary in this subsection (a), during any
Fiscal Year, no Participant will receive more than an aggregate of 150,000
Restricted Stock Units; provided, however, that in connection with a
Participant's initial service as an Employee, an Employee may be granted an
aggregate of up to an additional 75,000 Restricted Stock Units.
 
<PAGE>
 
          (b) Vesting Criteria and Other Terms. The Administrator will set
vesting criteria in its discretion, which, depending on the extent to which the
criteria are met, will determine the number of Restricted Stock Units that will
be paid out to the Participant. After the grant of Restricted Stock Units, the
Administrator, in its sole discretion, may reduce or waive any restrictions for
such Restricted Stock Units. Each Award of Restricted Stock Units will be
evidenced by an Award Agreement that will specify the vesting criteria, and such
other terms and conditions as the Administrator, in its sole discretion, will
determine.
 
          (c) Earning Restricted Stock Units. Upon meeting the applicable
vesting criteria, the Participant will be entitled to receive a payout as
specified in the Award Agreement. Notwithstanding the foregoing, at any time
after the grant of Restricted Stock Units, the Administrator, in its sole
discretion, may reduce or waive any vesting criteria that must be met to receive
a payout.
 
          (d) Form and Timing of Payment. Payment of earned Restricted Stock
Units will be made as soon as practicable after the date(s) set forth in the
Award Agreement. The Administrator, in its sole discretion, may pay earned
Restricted Stock Units in cash, Shares, or a combination thereof. Shares
represented by Restricted Stock Units that are fully paid in cash again will be
available for grant under the Plan.
 
          (e) Cancellation. On the date set forth in the Award Agreement, all
unearned Restricted Stock Units will be forfeited to the Company.
 
     10.  Performance Units and Performance Shares.
 
          (a) Grant of Performance Units/Shares. Performance Units and
Performance Shares may be granted to Service Providers at any time and from time
to time, as will be determined by the Administrator, in its sole discretion. The
Administrator will have complete discretion in determining the number of
Performance Units/Shares granted to each Participant provided that during any
Fiscal Year, (a) no Participant will receive Performance Units having an initial
value greater than $500,000, and (b) no Participant will receive more than
150,000 Performance Shares. Notwithstanding the foregoing limitation, in
connection with a Participant's initial service as an Employee, an Employee may
be granted up to an additional 75,000 Performance Shares.
 
          (b) Value of Performance Units/Shares. Each Performance Unit will have
an initial value that is established by the Administrator on or before the date
of grant. Each Performance Share will have an initial value equal to the Fair
Market Value of a Share on the date of grant.
 
          (c) Performance Objectives and Other Terms. The Administrator will set
performance objectives or other vesting provisions (including, without
limitation, continued status as a Service Provider) in its discretion which,
depending on the extent to which they are met, will determine the number or
value of Performance Units/Shares that will be paid out to the Participant. The
Administrator may set performance objectives based upon the achievement of
Company-wide, divisional, or individual goals, or any other basis determined by
the Administrator in its discretion. Each Award of Performance Units/Shares will
be evidenced by an Award Agreement that will specify the Performance Period, and
such other terms and conditions as the Administrator, in its sole discretion,
will determine.
 
<PAGE>
 
          (d) Earning of Performance Units/Shares. After the applicable
Performance Period has ended, the holder of Performance Units/Shares will be
entitled to receive a payout of the number of Performance Units/Shares earned by
the Participant over the Performance Period, to be determined as a function of
the extent to which the corresponding performance objectives or other vesting
provisions have been achieved. After the grant of a Performance Unit/Share, the
Administrator, in its sole discretion, may reduce or waive any performance
objectives or other vesting provisions for such Performance Unit/Share.
 
          (e) Form and Timing of Payment of Performance Units/Shares. Payment of
earned Performance Units/Shares will be made as soon as practicable after the
expiration of the applicable Performance Period. The Administrator, in its sole
discretion, may pay earned Performance Units/Shares in the form of cash, in
Shares (which have an aggregate Fair Market Value equal to the value of the
earned Performance Units/Shares at the close of the applicable Performance
Period) or in a combination thereof.
 
          (f) Cancellation of Performance Units/Shares. On the date set forth in
the Award Agreement, all unearned or unvested Performance Units/Shares will be
forfeited to the Company, and again will be available for grant under the Plan.
 
     11.  Performance Goals. Awards of Restricted Stock, Restricted Stock Units,
Performance Shares and Performance Units and other incentives under the Plan may
be made subject to the attainment of performance goals relating to one or more
business criteria within the meaning of Section 162(m) of the Code and may
provide for a targeted level or levels of achievement ("Performance Goals")
including
 
          (a) cash flow;
 
          (b) cash position;
 
          (c) earnings before interest and taxes;
 
          (d) earnings before interest, taxes, depreciation and amortization;
 
          (e) earnings per Share;
 
          (f) economic profit;
 
          (g) economic value added;
 
          (h) equity or stockholder's equity;
 
          (i) market share;
 
          (j) net income;
 
          (k) net profit;
 
          (l) net sales;
 
<PAGE>
 
 
          (m) operating earnings;
 
          (n) operating income;
 
          (o) profit before tax;
 
          (p) ratio of debt to debt plus equity;
 
          (q) ratio of operating earnings to capital spending;
 
          (r) return on equity;
 
          (s) return on net assets;
 
          (t) return on sales, revenue, sales growth; or
 
          (u) total return to stockholders.
 
          Any Performance Goals may be used to measure the performance of the
Company as a whole or a business unit of the Company and may be measured
relative to a peer group or index. The Performance Goals may differ from
Participant to Participant and from Award to Award. Prior to the Determination
Date, the Administrator will determine whether any significant element(s) will
be included in or excluded from the calculation of any Performance Goal with
respect to any Participant. In all other respects, Performance Goals will be
calculated in accordance with the Company's financial statements, generally
accepted accounting principles, or under a methodology established by the
Administrator prior to the issuance of an Award, which is consistently applied
and identified in the financial statements, including footnotes, the management
discussion and analysis section of the Company's annual report, or the minutes
of the Board.
 
     12.  Automatic Awards to Outside Directors.
 
          (a) Procedure for Grants. All grants of Options to Outside Directors
under this Section 12 shall be automatic and non-discretionary and shall be made
in accordance with the following provisions:
 
               (i) No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of Shares to be
covered by Options granted to Outside Directors.
 
               (ii) Each Outside Director shall be automatically granted an
Option to purchase 15,000 Shares (the "First Option") upon the date on which
such person first becomes an Outside Director, whether through election by the
stockholders of the Company or appointment by the Board of Directors to fill a
vacancy; provided, however, that an Inside Director who ceases to be an Inside
Director but who remains a Director shall not receive a First Option.
 
               (iii) Each Outside Director shall be automatically granted an
Option to purchase 10,000 Shares (a "Subsequent Option") on January 1 of each
year provided he or she is then an Outside Director and if as of such date, he
or she shall have served on the Board for at least the preceding six (6) months.
 
<PAGE>
               (iv) The terms of a First Option granted hereunder shall be as
follows:
                    (A) the term of the First Option shall be ten (10) years.
 
                    (B) the First Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set forth in
Sections 12 and 15 of the Plan.
 
                    (C) the exercise price per Share shall be 100% of the Fair
Market Value per Share on the date of grant of the First Option.
 
                    (D) subject to Section 15 of the Plan, the First Option
shall become exercisable as to thirty-three and one-third percent (33-1/3%) of
the Shares subject to the First Option on each anniversary of its date of grant,
provided that the Participant continues to serve as a Director on such dates.
 
               (v) The terms of a Subsequent Option granted hereunder shall be
as follows:
 
                    (A) the term of the Subsequent Option shall be ten (10)
years.
 
                    (B) the Subsequent Option shall be exercisable only while
the Outside Director remains a Director of the Company, except as set forth in
Sections 12 and 15 of the Plan.
 
                    (C) the exercise price per Share shall be 100% of the Fair
Market Value per Share on the date of grant of the Subsequent Option.
 
                    (D) subject to Section 15 of the Plan, the Subsequent Option
shall become exercisable as to 100% of the Shares subject to the Subsequent
Option on each anniversary of its date of grant, provided that the Participant
continues to serve as a Director on such dates.
 
               (vi) In the event that any Option granted under the Plan would
cause the number of Shares subject to outstanding Options plus the number of
Shares previously purchased under Options to exceed the Pool, then the remaining
Shares available for Option grant shall be granted under Options to the Outside
Directors on a pro rata basis. No further grants shall be made until such time,
if any, as additional Shares become available for grant under the Plan through
action of the Board or the stockholders to increase the number of Shares which
may be issued under the Plan or through cancellation or expiration of Options
previously granted hereunder.
 
          (b) Consideration for Exercising Outside Director Stock Options. The
consideration to be paid for the Shares to be issued upon exercise of an
automatic Outside Director Option shall consist of (i) cash, (ii) check, (iii)
other shares which (x) in the case of Shares acquired upon exercise of an
Option, have been owned by the Participant for more than six (6) months on the
date of surrender, and (y) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised, (iv) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan, or (v)
any combination of the foregoing methods of payment.
 
<PAGE>
 
          (c) Post-Service Exercisability.
 
               (i) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Option Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Participant's termination. If, on
the date of termination, the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Participant does not exercise his or her
Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
 
               (ii) Disability of Outside Director. If a Participant ceases to
be a Service Provider as a result of the Participant's Disability, the
Participant may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent the Option is vested on the date
of termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for twelve (12)
months following the Participant's termination. If, on the date of termination,
the Participant is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option shall revert to the Plan. If, after
termination, the Participant does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
 
               (iii) Death of Outside Director. If a Participant dies while a
Service Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement (but in no event later than the expiration of
the term of such Option as set forth in the Notice of Grant), by the
Participant's estate or by a person who acquires the right to exercise the
Option by bequest or inheritance, but only to the extent that the Option is
vested on the date of death. In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Participant's termination. If, at the time of death, the Participant is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan. The Option may be
exercised by the executor or administrator of the Participant's estate or, if
none, by the person(s) entitled to exercise the Option under the Participant's
will or the laws of descent or distribution. If the Option is not so exercised
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
 
     13.  Leaves of Absence. Unless the Administrator provides otherwise,
vesting of Awards granted hereunder will be suspended during any unpaid leave of
absence. A Service Provider will not cease to be an Employee in the case of (i)
any leave of absence approved by the Company or (ii) transfers between locations
of the Company or between the Company and its Affiliates. For purposes of
Incentive Stock Options, no such leave may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract.
If reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, then three (3) months following the ninety-first (91st) day
of such leave any Incentive Stock Option held by the
 
<PAGE>
 
Participant will cease to be treated as an Incentive Stock Option and will be
treated for tax purposes as a Nonstatutory Stock Option.
 
     14.  Non-Transferability of Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
recipient, only by the recipient. If the Administrator makes an Award
transferable, such Award shall contain such additional terms and conditions as
the Administrator deems appropriate.
 
     15.  Adjustments Upon Changes in Capitalization, Dissolution, or Change in
Control.
 
          (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Award, the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Award, the price per share (if any) of Common Stock covered by each such
outstanding Award, the numerical Share limits set forth in Sections 3, 6, 7, 8,
9 and 10 of the Plan, and the number of Shares automatically awarded to Outside
Directors under Section 12 of the Plan, shall be proportionately adjusted for
any change in or increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other change or
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
Award.
 
          (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for a Participant
to have the right to exercise his or her Award until ten (10) days prior to such
transaction as to all of the Awarded Stock covered thereby, including Shares as
to which the Award would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option or forfeiture
rights shall lapse 100%, and that any Award vesting shall accelerate 100%,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised
(with respect to Options, and SARs) or vested (with respect to Restricted
Stock), an Award will terminate immediately prior to the consummation of such
proposed action.
 
 
          (c) Change in Control.
 
               (i) Assumption
 
                    (A) In the event of a Change in Control, each outstanding
Award (including any related Dividend Equivalent), other than an Award that
vests, is earned or paid-out
 
<PAGE>
 
upon the satisfaction of one or more Performance Goals, shall be assumed or an
equivalent Award substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation (the "Successor Corporation").
 
                    (B) For the purposes of this subsection, an Award shall be
considered assumed if, following the Change in Control, the Award confers the
right to purchase or receive, for each Share of Awarded Stock subject to the
Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the Change in Control
by holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Change in Control
is not solely common stock of the Successor Corporation, the Administrator may,
with the consent of the Successor Corporation, provide for the consideration to
be received upon the exercise of an Option or Stock Appreciation Right, for each
Share subject to such Award to be solely common stock of the Successor
Corporation equal in fair market value to the per share consideration received
by holders of Common Stock in the Change in Control.
 
               (ii) Non-Assumption
 
                    (A) Non-Performance Based Awards. In the event that the
Successor Corporation refuses to assume or substitute for the Award, the
Participant shall fully vest in and have the right to exercise the Award as to
all of the Awarded Stock, including Shares as to which such Awards would not
otherwise be vested or exercisable. Additionally, all restrictions on Restricted
Stock will lapse. Note that this subsection (A) does not apply to any Award that
vests, is earned or paid-out upon the satisfaction of one or more Performance
Goals.
 
                    (B) Performance-Based Awards. With respect to any Restricted
Stock, Restricted Stock Unit, Performance Share, Performance Unit, or other
Award that vests, is earned or paid-out upon the satisfaction of one or more
Performance Goals all Performance Goals or other vesting criteria will be deemed
achieved at target levels and all other terms and conditions met (see subsection
(D) below for discussion of payment for performance-based awards).
 
                    (C) Notice. If an Award becomes fully vested and exercisable
in lieu of assumption or substitution in the event of a Change in Control, the
Administrator shall notify the Participant in writing or electronically that the
Award shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Award shall terminate upon the expiration
of such period.
 
                    (D) Pro-Ration. If the Change in Control occurs during a
Performance Period while the Participant (other than an Outside Director) is a
Service Provider, the Participant will receive payment of a pro-rated amount of
the performance-based Award that would have actually been earned had the
Participant remained a Service Provider through the end of the Performance
Period based on the amount of time the Participant was a Service Provider during
the Performance Period before the Change in Control. Such payment pro-rated
amount shall be paid within thirty (30) days of the consummation of the Change
in Control.
 
               (iii) Outside Directors. With respect to Awards granted to
Outside Directors, in the event of a Change of Control, the Participant shall
fully vest in and have the right to
 
<PAGE>
 
exercise the Award as to all of the Awarded Stock, including Shares as to which
such Awards would not otherwise be vested or exercisable, all restrictions on
Restricted Stock will lapse, and, with respect to Restricted Stock Units,
Performance Shares and Performance Units, all Performance Goals or other vesting
criteria will be deemed achieved at target levels and all other terms and
conditions met. The Outside Director will receive payment of a pro-rated amount
of the Performance Shares, Performance Units, or other performance-based Award
that would have actually been earned had the Outside Director remained a Service
Provider through the end of the Performance Period based on the amount of time
the Outside Director was a Service Provider during the Performance Period before
the Change in Control
 
     16.  Tax Withholding.
 
          (a) Withholding Requirements. Prior to the delivery of any Shares or
cash pursuant to an Award (or exercise thereof), the Company will have the power
and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local, foreign or other
taxes (including the Participant's FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).
 
          (b) Withholding Arrangements. The Administrator, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may require a Participant to satisfy such tax withholding obligation, in whole
or in part (without limitation) by (i) paying cash, (ii) electing to have the
Company withhold otherwise deliverable cash or Shares having a Fair Market Value
equal to the amount required to be withheld, (iii) delivering to the Company
already-owned Shares having a Fair Market Value equal to the amount required to
be withheld, or (iv) selling a sufficient number of Shares otherwise deliverable
to the Participant through such means as the Administrator may determine in its
sole discretion (whether through a broker or otherwise) equal to the amount
required to be withheld. The amount of the withholding requirement will be
deemed to include any amount which the Administrator agrees may be withheld at
the time the election is made, not to exceed the amount determined by using the
maximum federal, state or local marginal income tax rates applicable to the
Participant with respect to the Award on the date that the amount of tax to be
withheld is to be determined. The Fair Market Value of the Shares to be withheld
or delivered will be determined as of the date that the taxes are required to be
withheld.
 
     17. No Effect on Employment or Service. Neither the Plan nor any Award will
confer upon a Participant any right with respect to continuing the Participant's
relationship as a Service Provider with the Company, nor will they interfere in
any way with the Participant's right or the Company's right to terminate such
relationship at any time, with or without cause, to the extent permitted by
Applicable Laws.
 
     18. Date of Grant. The date of grant of an Award shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Participant within a
reasonable time after the date of such grant.
 
     19. Term of Plan. The Plan shall become effective upon its approval by the
Company's stockholders. It shall continue in effect for 10 years thereafter
unless terminated earlier under Section 20 of the Plan.
 
 
 
 
<PAGE>
     20. Amendment and Termination of the Plan.
 
               (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.
 
               (b) Stockholder Approval. The Company shall obtain stockholder
approval of any Plan amendment to the extent
 
necessary and desirable to comply with Applicable Laws.
 
               (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the
Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.
 
     21. Conditions Upon Issuance of Shares.
 
               (a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
 
               (b) Investment Representations. As a condition to the exercise or
receipt of an Award, the Company may require the person exercising or receiving
such Award to represent and warrant at the time of any such exercise or receipt
that the Shares are being purchased or received only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required.
 
     22. 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 hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.
 
     23. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
 
     24. Stockholder Approval. The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Such stockholder approval will be obtained in the manner and to the
degree required under Applicable Laws.
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