<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>3
<FILENAME>g71993ex4-4.txt
<DESCRIPTION>2001 STOCK OPTION PLAN FOR NEW EMPLOYEES
<TEXT>
<PAGE>   1
                                                                     EXHIBIT 4.4
 
                            AMERICAN HEALTHWAYS, INC.
 
                    2001 STOCK OPTION PLAN FOR NEW EMPLOYEES
 
         SECTION 1. PURPOSE; DEFINITIONS.
 
         The purpose of the American Healthways, Inc. 2001 Stock Option Plan for
New Employees (the "Plan") is to enable American Healthways, Inc. (the
"Corporation") to attract persons not previously employed by the Corporation and
to offer equity interests in the Corporation as an inducement essential to the
person's entering an employment contract with the Corporation. The creation of
the Plan shall not diminish or prejudice other compensation programs approved
from time to time by the Board.
 
         For purposes of the Plan, the following terms shall be defined as set
forth below:
 
                  A.       "Affiliate" means any entity other than the
Corporation and its Subsidiaries that is designated by the Board as a
participating employer under the Plan, provided that the Corporation 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.       "Board" means the Board of Directors of the
Corporation.
 
                  C.       "Cause" has the meaning provided in Section 5(j) of
the Plan.
 
                  D.       "Change in Control" has the meaning provided in
Section 6(b) of the Plan.
 
                  E.       "Change in Control Price" has the meaning provided in
Section 6(d) of the Plan.
 
                  F.       "Common Stock" means the Corporation's Common Stock,
par value $.001 per share.
 
                  G.       "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.
 
                  H.       "Committee" means the Committee referred to in
Section 2 of the Plan.
 
                  I.       "Corporation" means American Healthways, Inc., a
corporation organized under the laws of the State of Delaware, or any successor
corporation.
 
                  J.       "Disability" means disability as determined under the
Corporation's long-term disability insurance policy.
 
<PAGE>   2
 
                  K.       "Early Retirement" means retirement, for purposes of
this Plan with the express consent of the Corporation at or before the time of
such retirement, from active employment with the Corporation and any Subsidiary
or Affiliate prior to age 65, in accordance with any applicable early retirement
policy of the Corporation then in effect or as may be approved by the Committee.
 
                  L.       "Effective Date" has the meaning provided in Section
10 of the Plan.
 
                  M.       "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto.
 
                  N.       "Fair Market Value" means with respect to the Common
Stock, as of any given date or dates, unless otherwise determined by the
Committee in good faith, the reported closing price of a share of Common Stock
on Nasdaq or such other market or exchange as is the principal trading market
for the Common Stock, or, if no such sale of a share of Common Stock is reported
on Nasdaq or other exchange or principal trading market on such date, the fair
market value of a share of Common Stock as determined by the Committee in good
faith.
 
                  O.       "Immediate Family" means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
and shall include adoptive relationships.
 
                  P.       "Nasdaq" means The Nasdaq National Stock Market.
 
                  Q.       "New Employee" means an employee or consultant who
has not been employed or engaged by the Corporation or any Subsidiary or
Affiliate on a full-time or part-time basis at any time within the preceding six
months.
 
                  R.       "Non-Qualified Stock Option" means any stock option
that is not an incentive stock option within the meaning of Section 422 of the
Code granted pursuant to Section 5 hereof.
 
                  S.       "Normal Retirement" means retirement from active
employment with the Corporation and any Subsidiary or Affiliate on or after age
65.
 
                  T.       "Plan" means this American Healthways, Inc. 2001
Stock Option Plan for New Employees, as amended from time to time.
 
                  U.       "Retirement" means Normal or Early Retirement.
 
                  V.       "Subsidiary" means any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the Corporation
if each of the corporations (other than the last corporation in the unbroken
chain) owns stock
 
 
                                       2
 
<PAGE>   3
 
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.
 
         SECTION 2. ADMINISTRATION.
 
         The Plan shall be administered by a Committee of not less than two
Non-Employee Directors, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. The functions of the Committee specified in the
Plan may be exercised by an existing Committee of the Board composed exclusively
of Non-Employee Directors. The initial Committee shall be the Compensation
Committee of the Board. In the event there are not at least two Non-Employee
Directors on the Board, the Plan shall be administered by the Board and all
references herein to the Committee shall refer to the Board.
 
         The Committee shall have authority to grant, pursuant to the terms of
the Plan, Non-Qualified Stock Options to New Employees of the Corporation.
 
         In particular, the Committee, or the Board, as the case may be, shall
have the authority, consistent with the terms of the Plan:
 
                           (a)      to select the New Employees of the
         Corporation and its Subsidiaries and Affiliates to whom Non-Qualified
         Stock Options, may from time to time be granted hereunder;
 
                           (b)      to determine whether and to what extent
         Non-Qualified Stock Options are to be granted hereunder to one or more
         eligible persons;
 
                           (c)      to determine the number of shares to be
         covered by each such award granted hereunder;
 
                           (d)      to determine the terms and conditions, not
         inconsistent with the terms of the Plan, of any award granted hereunder
         (including, but not limited to, the share price and any restriction or
         limitation, or any vesting acceleration or waiver of forfeiture
         restrictions regarding any Non-Qualified Stock Option and/or the shares
         of Common Stock relating thereto, based in each case on such factors as
         the Committee shall determine, in its sole discretion); and to amend or
         waive any such terms and conditions to the extent permitted by Section
         7 hereof;
 
                           (e)      to determine whether and under what
         circumstances a Non-Qualified Stock Option may be settled in cash
         instead of Common Stock;
 
                           (f)      to determine whether, to what extent, and
         under what circumstances Non-Qualified Stock Option grants under the
         Plan are to be made, and operate, on a tandem basis vis-a-vis cash
         awards made outside of the Plan;
 
 
                                       3
 
<PAGE>   4
 
                           (g)      to determine whether, to what extent, and
         under what circumstances shares of Common Stock and other amounts
         payable with respect to an award under this Plan shall be deferred
         either automatically or at the election of the participant (including
         providing for and determining the amount (if any) of any deemed
         earnings on any deferred amount during any deferral period);
 
                           (h)      to determine whether to require payment of
         tax withholding requirements in shares of Common Stock subject to the
         award; and
 
                           (i)      to impose any holding period required to
         satisfy Section 16 under the Exchange Act.
 
         The Committee shall have the authority to adopt, alter, and repeal such
rules, guidelines, and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan; provided, however, that, to
the extent that this Plan otherwise requires the approval of the Board or the
shareholders of the Corporation, all decisions of the Committee shall be subject
to such Board or shareholder approval. Subject to the foregoing, all decisions
made by the Committee pursuant to the provisions of the Plan shall be made in
the Committee's sole discretion and shall be final and binding on all persons,
including the Corporation and Plan participants.
 
         SECTION 3. SHARES OF COMMON STOCK SUBJECT TO PLAN.
 
                           (a)      As of the Effective Date, the aggregate
         number of shares of Common Stock that may be issued under the Plan
         shall be 600,000 shares. The shares of Common Stock issuable under the
         Plan may consist, in whole or in part, of authorized and unissued
         shares or treasury shares.
 
                           (b)      If any shares of Common Stock that have been
         optioned cease to be subject to a Non-Qualified Stock Option or any
         such award otherwise terminates without a payment being made to the
         participant in the form of Common Stock, such shares shall again be
         available for distribution in connection with future awards under the
         Plan.
 
                           (c)      In the event of any merger, reorganization,
         consolidation, recapitalization, extraordinary cash dividend, stock
         dividend, stock split or other change in corporate structure affecting
         the Common Stock, an appropriate substitution or adjustment shall be
         made in the maximum number of shares that may be awarded under the Plan
         and in the number and option price of shares subject to outstanding
         Non-Qualified Options granted under the Plan, provided that the number
         of shares subject to any award shall always be a whole number.
 
 
                                       4
 
<PAGE>   5
 
         SECTION 4. ELIGIBILITY.
 
         New Employees are eligible to be granted awards under the Plan as an
inducement essential to their entering into an employment contract with the
Corporation.
 
         SECTION 5. NON-QUALIFIED STOCK OPTIONS.
 
         Non-Qualified Stock Options may be granted alone, in addition to, or in
tandem with cash awards made outside of the Plan. Any Non-Qualified Stock Option
granted under the Plan shall be in such form as the Committee may from time to
time approve.
 
         Stock options granted under the Plan shall be Non-Qualified Stock
Options.
 
         The Committee shall have the authority to grant to any optionee
Non-Qualified Stock Options.
 
         Non-Qualified Stock Options granted to New Employees under the Plan
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.
 
                           (a)      Option Price. The option price per share of
         Common Stock purchasable under a Non-Qualified Stock Option shall be
         determined by the Committee at the time of grant but shall be not less
         than 85% of the Fair Market Value of the Common Stock at grant.
 
                           (b)      Option Term. The term of each Non-Qualified
         Stock Option shall be fixed by the Committee.
 
                           (c)      Exercisability. Non-Qualified Stock Options
         shall be exercisable at such time or times and subject to such terms
         and conditions as shall be determined by the Committee at or after
         grant; provided, however, that except as provided in Section 5(g) and
         (h) and Section 6, unless otherwise determined by the Committee at or
         after grant, no Non-Qualified Stock Option shall be exercisable prior
         to the first anniversary date of the granting of the Non-Qualified
         Option. The Committee may provide that a Non-Qualified Stock Option
         shall vest over a period of future service at a rate specified at the
         time of grant, or that the Non-Qualified Stock Option is exercisable
         only in installments. If the Committee provides, in its sole
         discretion, that any Non-Qualified Stock Option is exercisable only in
         installments, the Committee may waive such installment exercise
         provisions at any time at or after grant, in whole or in part, based on
         such factors as the Committee shall determine in its sole discretion.
 
                           (d)      Method of Exercise. Subject to whatever
         installment exercise restrictions apply under Section 5(c),
         Non-Qualified Stock Options may be exercised in whole or in part at any
         time during the option period, by giving
 
 
                                       5
 
<PAGE>   6
 
         written notice of exercise to the Corporation specifying the number of
         shares to be purchased. Such notice shall be accompanied by payment in
         full of the purchase price, either by check, note, or such other
         instrument as the Committee may accept. As determined by the Committee,
         in its sole discretion, at or after grant, payment in full or in part
         may also be made in the form of shares of Common Stock already owned by
         the optionee valued at the Fair Market Value of the Common Stock on the
         date the Non-Qualified Stock Option is exercised. If payment of the
         exercise price is made in part or in full with Common Stock, the
         Committee may award to the employee a new Non-Qualified Stock Option to
         replace the Common Stock which was surrendered. No shares of Common
         Stock shall be issued until full payment therefor has been made. An
         optionee shall generally have the rights to dividends or other rights
         of a shareholder with respect to shares subject to the Non-Qualified
         Stock Option when the optionee has given written notice of exercise,
         has paid in full for such shares, and, if requested, has given the
         representation described in Section 9(a).
 
                           (e)      Transferability of Options. No Non-Qualified
         Stock Option shall be transferable by the optionee without the prior
         written consent of the Committee other than (i) transfers by the
         Optionee to a member of his or her Immediate Family or a trust for the
         benefit of the optionee or a member of his or her Immediate Family, or
         (ii) transfers by will or by the laws of descent and distribution.
 
                           (f)      Bonus for Taxes. In the case of a
         Non-Qualified Stock Option, the Committee in its discretion may award
         at the time of grant or thereafter the right to receive upon exercise
         of such Non-Qualified Stock Option a cash bonus calculated to pay part
         or all of the federal and state, if any, income tax incurred by the
         optionee upon such exercise.
 
                           (g)      Termination by Death. If an optionee's
         employment by the Corporation and any Subsidiary or Affiliate
         terminates by reason of death, any Non-Qualified Stock Option held by
         such optionee may thereafter be exercised, to the extent such option
         was exercisable at the time of death or on such accelerated basis as
         the Committee may determine at or after grant (or as may be determined
         in accordance with procedures established by the Committee) by the
         legal representative of the estate or by the legatee of the optionee
         under the will of the optionee, for a period of one year (or such other
         period as the Committee may specify at or after grant) from the date of
         such death or until the expiration of the stated term of such
         Non-Qualified Stock Option, whichever period is the shorter.
 
                           (h)      Termination by Reason of Disability. If an
         optionee's employment by the Corporation and any Subsidiary or
         Affiliate terminates by reason of Disability, any Non-Qualified Stock
         Option held by such optionee may thereafter be exercised by the
         optionee, to the extent it was exercisable at the time of termination
         or on such accelerated basis as the Committee may determine at or
 
 
                                       6
 
<PAGE>   7
 
         after grant (or as may be determined in accordance with procedures
         established by the Committee), for a period of three years (or such
         other period as the Committee may specify at or after grant) from the
         date of such termination of employment or until the expiration of the
         stated term of such Non-Qualified Stock Option, whichever period is the
         shorter, provided however, that, if the optionee dies within the period
         specified above (or other such period as the committee shall specify at
         or after grant), any unexercised Non-Qualified Stock Option held by
         such optionee shall thereafter be exercisable to the extent to which it
         was exercisable at the time of death for a period of twelve months from
         the date of such death or until the expiration of the stated term of
         such Non-Qualified Stock Option, whichever period is shorter.
 
                           (i)      Termination by Reason of Retirement If an
         optionee's employment by the Corporation and any Subsidiary or
         Affiliate terminates by reason of Normal or Early Retirement, any
         Non-Qualified Stock Option held by such optionee may thereafter be
         exercised by the optionee, to the extent it was exercisable at the time
         of such Retirement or on such accelerated basis as the Committee may
         determine at or after grant or, as may be determined in accordance with
         procedures established by the Committee, for a period of three years
         (or such other period as the Committee may specify at or after grant)
         from the date of such termination of employment or the expiration of
         the stated term of such Non-Qualified Stock Option, whichever period is
         the shorter; provided however, that, if the optionee dies within the
         period specified above (or other such period as the Committee shall
         specify at or after grant), any unexercised Non-Qualified Stock Option
         held by such optionee shall thereafter be exercisable to the extent to
         which it was exercisable at the time of death for a period of twelve
         months from the date of such death or until the expiration of the
         stated term of such Non-Qualified Stock Option, whichever period is
         shorter.
 
                           (j)      Other Termination. Unless otherwise
         determined by the Committee (or pursuant to procedures established by
         the Committee) at or after grant, if an optionee's employment by the
         Corporation and any Subsidiary or Affiliate is involuntarily terminated
         for any reason other than death, Disability or Normal or Early
         Retirement, or if optionee voluntarily terminates employment, the
         Non-Qualified Stock Option shall thereupon terminate, except that such
         Non-Qualified Stock Option may be exercised, to the extent otherwise
         then exercisable, for the lesser of three months or the balance of such
         Non-Qualified Stock Option's term if the involuntary termination is
         without Cause. For purposes of this Plan, "Cause" means (i) a felony
         conviction of a participant or the failure of a participant to contest
         prosecution for a felony, or (ii) a participant's willful misconduct or
         dishonesty, which is directly and materially harmful to the business or
         reputation of the Corporation or any Subsidiary or Affiliate. If an
         optionee voluntarily terminates employment with the Corporation and any
         Subsidiary or Affiliate (except for Disability, Normal or Early
         Retirement), the Non-Qualified Stock Option shall thereupon terminate;
         provided, however, that the Committee at grant or thereafter may extend
         the exercise period
 
 
                                       7
 
<PAGE>   8
 
         in this situation for the lesser of three months or the balance of such
         Non-Qualified Stock Option's term.
 
         SECTION 6. CHANGE IN CONTROL PROVISIONS.
 
                  (a)      Impact of Event. In the event of:
 
                           (1)      a "Change in Control" as defined in Section
         6(b); or
 
                           (2)      a "Potential Change in Control" as defined
         in Section 6(c), but only if and to the extent so determined by the
         Committee or the Board at or after grant (subject to any right of
         approval expressly reserved by the Committee or the Board at the time
         of such determination),
 
         Subject to the limitations set forth below in this Section 6(a), the
following acceleration provision shall apply:
 
                           (i)      Any Non-Qualified Stock Option awarded under
                  the Plan not previously exercisable and vested shall become
                  fully exercisable and vested.
 
                           (ii)     Subject to the limitations set forth below
                  in this Section 6(a), the value of all outstanding
                  Non-Qualified Stock Options to the extent vested, shall,
                  unless otherwise determined Board or by the Committee in its
                  sole discretion prior to any Change in Control, be cashed out
                  on the basis of the "Change in Control Price" as defined in
                  Section 6(d) as of the date such Change in Control or such
                  Potential Change in Control is determined to have occurred or
                  such other date as the Board or Committee may determine prior
                  to the Change in Control.
 
                           (iii)    The Board or the Committee may impose
                  additional conditions on the acceleration or valuation of any
                  option in the option agreement.
 
                  (b)      Definition of Change in Control. For purposes of
         Section 6(a), a "Change in Control" means the happening of any of the
         following:
 
                           (i)      any person or entity, including a "group" as
                  defined in Section 13(d)(3) of the Exchange Act, other than
                  the Corporation or a wholly-owned subsidiary thereof or any
                  employee benefit plan of the Corporation or any of its
                  Subsidiaries, becomes the beneficial owner of the
                  Corporation's securities having 35% or more of the combined
                  voting power of the then outstanding securities of the
                  Corporation that may be cast for the election of
 
 
                                       8
 
<PAGE>   9
 
                  directors of the Corporation (other than as a result of an
                  issuance of securities initiated by the Corporation in the
                  ordinary course of business); or
 
                           (ii)     as the result of, or in connection with, any
                  cash tender or exchange offer, merger or other business
                  combination, sales of assets or contested election, or any
                  combination of the foregoing transactions, less than a
                  majority of the combined voting power of the then outstanding
                  securities of the Corporation or any successor corporation or
                  entity entitled to vote generally in the election of the
                  directors of the Corporation or such other corporation or
                  entity after such transaction are held in the aggregate by the
                  holders of the Corporation's securities entitled to vote
                  generally in the election of directors of the Corporation
                  immediately prior to such transaction; or
 
                           (iii)    during any period of two consecutive years,
                  individuals who at the beginning of any such period constitute
                  the Board cease for any reason to constitute at least a
                  majority thereof, unless the election, or the nomination for
                  election by the Corporation's shareholders, of each director
                  of the Corporation first elected during such period was
                  approved by a vote of at least two-thirds of the directors of
                  the Corporation then still in office who were directors of the
                  Corporation at the beginning of any such period.
 
                  (c)      Definition of Potential Change in Control. For
         purposes of Section 6(a), a "Potential Change in Control" means the
         happening of any one of the following:
 
                           (i)      The approval by shareholders of an agreement
                  by the Corporation, the consummation of which would result in
                  a Change in Control of the Corporation as defined in Section
                  6(b); or
 
                           (ii)     The acquisition of beneficial ownership,
                  directly or indirectly, by any entity, person or group (other
                  than the Corporation or a Subsidiary or any Corporation
                  employee benefit plan (including any trustee of such plan
                  acting as such trustee)) of securities of the Corporation
                  representing 5% or more of the combined voting power of the
                  Corporation's outstanding securities and the adoption by the
                  Committee of a resolution to the effect that a Potential
                  Change in Control of the Corporation has occurred for purposes
                  of this Plan.
 
                  (d)      Change in Control Price. For purposes of this Section
         6, "Change in Control Price" means the highest price per share paid in
         any transaction reported on Nasdaq or such other exchange or market as
         is the
 
 
                                       9
 
<PAGE>   10
 
         principal trading market for the Common Stock, or paid or offered in
         any bona fide transaction related to a Potential or actual Change in
         Control of the Corporation at any time during the 60 day period
         immediately preceding the occurrence of the Change in Control (or,
         where applicable, the occurrence of the Potential Change in Control
         event), in each case as determined by the Committee.
 
         SECTION 7. AMENDMENTS AND TERMINATION.
 
         The Board may at any time amend, alter or discontinue the Plan;
provided, however, that, without the approval of the Corporation's shareholders,
no amendment or alteration may be made which would make any change for which
applicable law or regulatory authority (including the regulatory authority of
Nasdaq or any other market or exchange on which the Common Stock is traded)
would require shareholder approval. No amendment, alteration, or discontinuation
shall be made which would impair the rights of an optionee or participant under
a Non-Qualified Stock Option theretofore granted, without the participant's
consent.
 
         The Committee may amend the terms of any Non-Qualified Stock Option or
other award theretofore granted, prospectively or retroactively, but, subject to
Section 2 above, no such amendment shall impair the rights of any holder without
the holder's consent. The Committee may also substitute new Non-Qualified Stock
Options for previously granted Non-Qualified Stock Options (on a one for one or
other basis), including previously granted Non-Qualified Stock Options having
higher option exercise prices.
 
         SECTION 8. UNFUNDED STATUS OF PLAN.
 
         The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Common Stock or payments in lieu of hereunder;
provided, however, that, unless the Committee otherwise determines with the
consent of the affected participant, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.
 
         SECTION 9. GENERAL PROVISIONS.
 
                  (a)      The Committee may require each person purchasing
         shares pursuant to a Non-Qualified Stock Option under the Plan to
         represent to and agree with the Corporation in writing that the
         optionee or participant is acquiring the shares without a view to
         distribution thereof. The certificates for such shares may include any
         legend which the Committee deems appropriate to reflect any
         restrictions on transfer. All certificates for shares of Common Stock
         or other securities delivered under the Plan shall be subject to such
         stop-transfer orders and other restrictions as the Committee may deem
         advisable under the rules,
 
 
                                       10
 
<PAGE>   11
 
         regulations, and other requirements of the Commission, any stock
         exchange upon which the Common Stock is then listed, and any applicable
         Federal or state securities law, and the Committee may cause a legend
         or legends to be put on any such certificates to make appropriate
         reference to such restrictions.
 
                  (b)      Nothing contained in this Plan shall prevent the
         Board from adopting other or additional compensation arrangements,
         subject to shareholder approval if such approval is required; and such
         arrangements may be either generally applicable or applicable only in
         specific cases.
 
                  (c)      The adoption of the Plan shall not confer upon any
         New Employee of the Corporation or any Subsidiary or Affiliate any
         right to continued employment with the Corporation or a Subsidiary or
         Affiliate, as the case may be, nor shall it interfere in any way with
         the right of the Corporation or a Subsidiary or Affiliate to terminate
         the employment of any of its employees at any time.
 
                  (d)      No later than the date as of which an amount first
         becomes includible in the gross income of the participant for Federal
         income tax purposes with respect to any award under the Plan, the
         participant shall pay to the Corporation, or make arrangements
         satisfactory to the Committee regarding the payment of, any Federal,
         state, or local taxes of any kind required by law to be withheld with
         respect to such amount. The Committee may require withholding
         obligations to be settled with Common Stock, including Common Stock
         that is part of the award that gives rise to the withholding
         requirement. The obligations of the Corporation under the Plan shall be
         conditional on such payment or arrangements and the Corporation and its
         Subsidiaries or Affiliates shall, to the extent permitted by law, have
         the right to deduct any such taxes from any payment of any kind
         otherwise due to the participant.
 
                  (e)      The Plan and all awards made and actions taken
         thereunder shall be governed by and construed in accordance with the
         laws of the State of Delaware.
 
                  (f)      The members of the Committee and the Board shall not
         be liable to any employee or other person with respect to any
         determination made hereunder in a manner that is not inconsistent with
         their legal obligations as members of the Board. In addition to such
         other rights of indemnification as they may have as directors or as
         members of the Committee, the members of the Committee shall be
         indemnified by the Corporation against the reasonable expenses,
         including attorneys' fees actually and necessarily incurred in
         connection with the defense of any action, suit or proceeding, or in
         connection with any appeal therein, to which they or any of them may be
         a party by reason of any action taken or failure to act under or in
         connection with the Plan or any option granted thereunder, and against
         all amounts paid by them in settlement thereof (provided such
         settlement is approved by independent legal counsel selected by the
         Corporation) or paid by them in satisfaction of a judgment in any
 
 
                                       11
 
<PAGE>   12
 
         such action, suit or proceeding, except in relation to matters as to
         which it shall be adjudged in such action, suit or proceeding that such
         Committee member is liable for negligence or misconduct in the
         performance of his duties; provided that within 60 days after
         institution of any such action, suit or proceeding, the Committee
         member shall in writing offer the Corporation the opportunity, at its
         own expense, to handle and defend the same.
 
                  (g)      The Committee may, at or after grant, condition the
         receipt of any payment in respect of any award or the transfer of any
         shares subject to an award on the satisfaction of a six-month holding
         period, if such holding period is required for compliance with Section
         16 under the Exchange Act.
 
         SECTION 10. EFFECTIVE DATE OF PLAN.
 
         The Plan shall be effective April 19, 2001 (the "Effective Date").
 
         SECTION 11. TERM OF PLAN.
 
         No Non-Qualified Stock Option shall be granted pursuant to the Plan on
or after the tenth anniversary of the Effective Date of the Plan, but awards
granted prior to such tenth anniversary may be extended beyond that date.
 
 
                                       12
 
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</DOCUMENT>