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Sample Business Contracts

1998 Stock Option Plan - ICN Pharmaceuticals Inc.

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                            ICN PHARMACEUTICALS, INC.

                   AMENDED AND RESTATED 1998 STOCK OPTION PLAN

     1. PURPOSE.

     The  purpose of the Plan is to grant to certain  key  employees,  officers,
directors,  scientific advisors and consultants of ICN Pharmaceuticals,  Inc., a
Delaware  corporation  (hereinafter  called  the  "Company"),  or any  Parent or
Subsidiary  of the  Company,  an  opportunity  to acquire the Shares in order to
increase their proprietary  interest in the Company and as an added incentive to
remain in and advance in its  employment.  It is also the purpose of the Plan to
advance the interests of the Company and its stockholders by  strengthening  the
Company's ability to attract and retain those persons with training,  experience
and ability by encouraging such persons to become owners of its stock.

     2. DEFINITIONS.

    For purposes of the Plan,  unless  otherwise  specified,  capitalized  terms
shall have the following meanings:

          2.1 "Adjusted  Fair Market  Value" means,  in the event of a Change in
     Control,  the greater of (i) the highest price per Share paid to holders of
     the Shares in any transaction (or series of  transactions)  constituting or
     resulting in a Change in Control or (ii) the highest Fair Market Value of a
     Share  during the ninety (90) day period  ending on the date of a Change in
     Control.

          2.2 "Agreement" means the written agreement between the Company and an
     Optionee  evidencing the grant of an Option and setting forth the terms and
     conditions thereof.

          2.3 "Board" means the Board of Directors of the Company.

          2.4 "Cause"  means the  commission  of an act of fraud or  intentional
     misrepresentation or an act of embezzlement, misappropriation or conversion
     of assets of the Company, Parent or any Subsidiary.

          2.5 "Change in Capitalization"  means any increase or reduction in the
     number of Shares, or any change (including, but not limited to, in the case
     of a spinoff, dividend or other distribution in respect of shares, a change
     in value) in the Shares,  or  exchange of Shares for a different  number or
     kind of shares or other  securities  of the Company or another  entity,  by
     reason  of a  reclassification,  recapitalization,  merger,  consolidation,
     reorganization,  spin-off,  split-up,  issuance  of  warrants  or rights or
     debentures,  stock  dividend,  stock  split or reverse  stock  split,  cash
     dividend, property dividend,  combination or exchange of shares, repurchase
     of shares, change in corporate structure or otherwise.

          2.6 A "Change in Control" shall mean the occurrence of:

               (i) The "acquisition" by any "Person" (as the term person is used
          for purposes of Section 13(d) or 14(d) of the Securities  Exchange Act
          of 1934, as amended (the "Exchange  Act")) of  "Beneficial  Ownership"
          (within the meaning of Rule 13d-3  promulgated under the Exchange Act)
          of any securities of the Company which  generally  entitles the holder
          thereof the vote for the  election of  directors  of the Company  (the
          "Voting  Securities")  which, when added to the Voting Securities then
          "Beneficially  Owned" by such  person,  would  result  in such  Person
          "Beneficially  Owning"  forty  percent  (40%) or more of the  combined
          voting power of the  Company's  then  outstanding  Voting  Securities;
          provided,  however,  that for purposes of this paragraph (i), a Person
          shall not be deemed to have made an acquisition  of Voting  Securities
          if such Person:  (a) acquires Voting Securities as a result of a stock
          split,  stock dividend or other corporate  restructuring  in which all
          stockholders  of the class of such Voting  Securities are treated on a
          pro rata basis; (b) acquires the Voting  Securities  directly from the
          Company;  (c) becomes the Beneficial  Owner of more than the permitted
          percentage of Voting  Securities solely as a result of the acquisition
          of Voting  Securities by the Company which,  by reducing the number of
          Voting Securities  outstanding,  increases the proportional  number of
          shares  Beneficially  Owned by such Person;  (d) is the Company or any
          corporation or other Person of which a majority of its voting power or
          its  equity  securities  or  equity  interest  is  owned  directly  or
          indirectly  by the Company (a  "Controlled  Entity")  or (e)  acquires
          Voting  Securities in connection with a "Non-Control  Transaction" (as
          defined in paragraph (iii) below); or

               (ii) The individuals  who, as of January 29, 1998, are members of
          the Board of Directors of the Company (the "Incumbent  Board"),  cease
          for any  reason  to  constitute  at least  two-thirds  of the Board of
          Directors  of the  Company;  provided,  however,  that if  either  the
          election of any new director or the nomination for election of any new
          director by the  Company's  stockholders  was approved by a vote of at
          least  two-thirds of the Incumbent  Board,  such new director shall be
          considered  as a member  of the  Incumbent  Board;  provided  further,
          however,  that no  individual  shall be  considered  a  member  of the
          Incumbent  Board if such  individual  initially  assumed  office  as a
          result  of  either an actual  or  threatened  "Election  Contest"  (as
          described in Rule 14a-11  promulgated under the Exchange Act) or other
          actual or  threatened  solicitation  of proxies or  consents  by or on
          behalf  of a Person  other  than  the  Board of  Directors  (a  "Proxy
          Contest")  including by reason of any  agreement  intended to avoid or
          settle any Election Contest or Proxy Contest; or

            (iii)

                    (a) A merger,  consolidation or reorganization involving the
               Company (a "Business Combination"), unless

                         (1) the stockholders of the Company, immediately before
                    the  Business  Combination,   own,  directly  or  indirectly
                    immediately  following  the Business  Combination,  at least
                    fifty-one  percent (51%) of the combined voting power of the
                    outstanding  voting securities of the corporation  resulting
                    from the Business Combination (the "Surviving  Corporation")
                    in  substantially  the same proportion as their ownership of
                    the  Voting  Securities   immediately  before  the  Business
                    Combination, and

                         (2) the  individuals  who were members of the Incumbent
                    Board  immediately  prior to the  execution of the agreement
                    providing for the Business Combination constitute at least a
                    majority  of the  members of the Board of  Directors  of the
                    Surviving Corporation, and

                         (3) no Person (other than the Company or any Controlled
                    Entity,  a trustee  or other  fiduciary  holding  securities
                    under one or more employee benefit plans or arrangements (or
                    any trust forming a part thereof) maintained by the Company,
                    the Surviving  Corporation or any Controlled  Entity, or any
                    Person who,  immediately prior to the Business  Combination,
                    had  Beneficial  ownership of forty percent (40%) or more of
                    the  then  outstanding  Voting  Securities)  has  Beneficial
                    Ownership  of forty  percent  (40%) or more of the  combined
                    voting power of the Surviving Corporation's then outstanding
                    voting   securities   (a   transaction   described  in  this
                    subparagraph  (a)  shall be  referred  to as a  "Non-Control
                    Transaction");

               (b) A complete liquidation or dissolution of the Company; or

               (c) The sale or other  disposition of all or substantially all of
          the assets of the  Company to any Person  (other  than a transfer to a
          Controller Entity).

          Notwithstanding  the  foregoing,  (x) a change in Control shall not be
     deemed to occur  solely  because  forty  percent  (40%) or more of the then
     outstanding  Voting  Securities is  Beneficially  Owned by (A) a trustee or
     other fiduciary holding securities under one or more employee benefit plans
     or  arrangements  (or any trust forming a part  thereof)  maintained by the
     Company or any Controlled Entity or (B) any corporation which,  immediately
     prior to its acquisition of such interest,  is owned directly or indirectly
     by the  stockholders  of  the  Company  in the  same  proportion  as  their
     ownership of stock in the Company  immediately  prior to such  acquisition;
     and (y) if an Eligible Employee's employment is terminated and the Eligible
     Employee  reasonably  demonstrates  that  such  termination  (A) was at the
     request of a third  party who has  indicated  an  intention  or taken steps
     reasonably  calculated to effect a Change in Control and who  effectuates a
     Change in Control or (B)  otherwise  occurred  in  connection  with,  or in
     anticipation  of, a Change in Control which actually  occurs,  then for all
     purposes  hereof,  the date of a Change  in  Control  with  respect  to the
     Eligible Employee shall mean the date immediately prior to the date of such
     termination of employment.

          2.7 "Code" means the Internal Revenue Code of 1986, as amended.

          2.8  "Committee"  means a committee  consisting of solely at least two
     (2) directors  each of whom are Section 16 Directors and Outside  Directors
     who are  appointed by the Board to  administer  the Plan and to perform the
     functions set forth herein.

          2.9 "Company" means ICN Pharmaceutics, Inc. or any successor thereto.

          2.10 "Director Option" means an Option granted pursuant to Section 5.

          2.11  "Disability"  means a physical or mental infirmity which impairs
     the  Optionee's  ability to perform  substantially  his or her duties for a
     period of one hundred  eighty (180) days during any three hundred and sixty
     (360) day period.

          2.12  "Section 16  Director"  means a director of the Company who is a
     "Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange
     Act.

          2.13  "Division"  means any of the operating units or divisions of the
     Company designated as a Division by the Committee.

          2.14  "Eligible  Employee"  means any officer or other key employee or
     consultant or  scientific  advisor of the Company or a Parent or Subsidiary
     designated by the Committee as eligible to receive  Options  subject to the
     conditions set forth herein.

          2.15 "Employee Option" means an Option granted pursuant to Section 6.

          2.16  "Exchange  Act" means the  Securities  Exchange Act of 1934,  as
     amended.

          2.17 "Fair Market  Value" on any date means (i) the closing  price per
     share of the Company's  stock on the principal  exchange on which the stock
     is listed, on such date (or if no such price is reported on such date, such
     price as  reported  on the  nearest  preceding  date on which such price is
     reported),  (ii) if the stock is not listed on an  exchange,  the bid price
     per share of stock at the close of trading  on such  date,  or (iii) if the
     stock is not listed on an exchange  or  otherwise  publicly  traded on such
     date,  the fair  market  value of the  Company's  stock as of such  date as
     determined in good faith by the Board.

          2.18  "Incentive   Stock  Option"  means  an  Option   satisfying  the
     requirements  of Section 422 of the Code and designated by the Committee as
     an Incentive Stock Option.

          2.19 "Nonemployee Director" means a director of the Company who is not
     an employee of the Company or any Subsidiary.

          2.20  "Nonqualified  Stock  Option"  means an  Option  which is not an
     Incentive Stock Option.

          2.21 "Option" means a Employee Option, a Director Option, or either or
     both of them.

          2.22  "Optionee"  means a person  to whom an Option  has been  granted
     under the Plan.

          2.23  "Outside  Director"  means a director  of the  Company who is an
     "outside director" within the meaning of Section 162(m) of the Code and the
     regulations promulgated thereunder.

          2.24  "Parent"  means any  corporation  which is a parent  corporation
     (within  the  meaning  of Section  424(e) of the Code) with  respect to the
     Company.

          2.25 "Plan" means the Amended and Restated ICN  Pharmaceuticals,  Inc.
     1998 Stock Option Plan, at it may be amended from time to time.

          2.26 "Pooling  Transaction"  means an acquisition of or by the Company
     in a  transaction  which  is  intended  to  be  treated  as a  "pooling  of
     interests" under generally accepted accounting principles.

          2.27 "Shares" means the common stock, par value $.01 per share, of the
     Company.

          2.28  "Subsidiary"   means  any  corporation  which  is  a  subsidiary
     corporation (within the meaning of Section 424(f) of the Code) with respect
     to the Company.

          2.29  "Successor  Corporation"  means a  corporation,  or a parent  or
     subsidiary  thereof within the meaning of Section 424(a) of the Code, which
     issues or assumes a stock option in a transaction  to which Section  424(a)
     of the Code applies.

          2.30 "Ten-Percent Stockholder" means an Eligible Employee, who, at the
     time an Incentive Stock Option is to be granted to him or her, owns (within
     the meaning of Section  422(b)(6) of the Code) stock  possessing  more than
     ten  percent  (10%) of the total  combined  voting  power of all classes of
     stock of the Company, or of a Parent or a Subsidiary.

     3. ADMINISTRATION.

          3.1 The Plan shall be  administered  by the Committee which shall hold
     meetings at such times as may be necessary for the proper administration of
     the Plan. The Committee shall keep minutes of its meetings.  A quorum shall
     consist of not less than two members of the  Committee  and a majority of a
     quorum may authorize any action.  Any decision or determination  reduced to
     writing  and signed by a majority  of all of the  members of the  Committee
     shall be as fully effective as if made by a majority vote at a meeting duly
     called and held.  Each  member of the  Committee  shall be a  Disinterested
     Director  and an  Outside  Director.  No member of the  Committee  shall be
     liable for any action, failure to act, determination or interpretation made
     in good  faith  with  respect  to this Plan or any  transaction  hereunder,
     except for liability arising from his or her own willful misfeasance, gross
     negligence or reckless  disregard of his or her duties.  The Company hereby
     agrees to indemnify each member of the Committee for all costs and expenses
     and, to the extent  permitted by applicable law, any liability  incurred in
     connection  with  defending  against,  responding to,  negotiation  for the
     settlement  of or  otherwise  dealing  with any  claim,  cause of action or
     dispute of any kind arising in connection with any actions in administering
     this Plan or in authorizing  or denying  authorization  to any  transaction
     hereunder.

          3.2 Subject to the express terms and conditions set forth herein,  the
     Committee shall have the power from time to time to:

               (a) determine those individuals to whom Employee Options shall be
          granted  under the Plan and the  number  of  Incentive  Stock  Options
          and/or  Nonqualified  Stock  Options to be  granted  to each  Eligible
          Employee and to prescribe the terms and conditions  (which need not be
          identical) of each Employee  Option,  including the purchase price per
          Share  subject to each  Employee  Option,  and make any  amendment  or
          modification to any Agreement consistent with the terms of the Plan;

               (b) to construe and  interpret  the Plan and the Options  granted
          thereunder  and to establish,  amend and revoke rules and  regulations
          for the  administration  of the Plan,  including,  but not limited to,
          correcting any defect or supplying any omission,  or  reconciling  any
          inconsistency  in the Plan or in any  Agreement,  in the manner and to
          the  extent it shall  deem  necessary  or  advisable  so that the Plan
          complies with applicable law,  including Rule 16b-3 under the Exchange
          Act and the Code to the extent  applicable,  and otherwise to make the
          Plan fully  effective,  and all  decisions and  determinations  by the
          Committee  in the  exercise of this power shall be final,  binding and
          conclusive  upon  the  Company,  the  Parent,  its  Subsidiaries,  the
          Optionees and all other persons having any interest therein;

               (c) to determine  the duration and purposes for leaves of absence
          which may be granted to an Optionee  on an  individual  basis  without
          constituting  a  termination  of employment or service for purposes of
          the Plan;

               (d) to exercise  its  discretion  with  respect to the powers and
          rights granted to it as set forth in the Plan; and

               (e)  generally,  to exercise such powers and to perform such acts
          as are deemed  necessary or advisable to promote the best interests of
          the Company with respect to the Plan.

     4. STOCK SUBJECT TO THE PLAN

          4.1 The  maximum  number of  Shares  that may be made the  subject  of
     Options granted under the Plan is 6,000,000;  provided,  however,  that the
     maximum number of Shares that any Eligible Employee may receive pursuant to
     the Plan in respect of Options  may not  exceed  1,000,000  Shares.  Upon a
     Change in  Capitalization,  the maximum number of Shares  referred to above
     shall be  adjusted  in number and kind  pursuant  to Section 9. The Company
     shall  reserve for the  purposes  of the Plan,  out of its  authorized  but
     unissued Shares or out of Shares held in the Company's treasury,  or partly
     out of each, such number of Shares as shall be determined by the Board.

          4.2 Whenever any  outstanding  Option or portion thereof  expires,  is
     canceled or is  otherwise  terminated  for any reason  without  having been
     exercised or payment having been made in respect of the entire Option,  the
     Shares  allocable to the canceled or  otherwise  terminated  portion of the
     Option may again be the subject of Options granted hereunder.

     5. OPTIONS GRANTS FOR NONEMPLOYEE DIRECTORS.

          5.1 GRANT. Subject to the availability of an adequate number of Shares
     designated  under the Plan,  each  Nonemployee  Director  shall be  granted
     Director Options under the Plan automatically on a non- discretionary basis
     according to the  following  provisions of this Section 5 and in accordance
     with the other provisions of the Plan.  Nonemployee  Directors shall not be
     granted  options under the Plan except pursuant to this Section 5. Director
     Options shall be granted automatically to Nonemployee Directors as follows:
     each  person  who is a  Nonemployee  Director  on the  first  business  day
     following the day of an annual meeting of stockholders of the Company shall
     be granted on such first business day an option to purchase 15,000 Shares.

          5.2 PURCHASE PRICE.  The purchase price for Shares under each Director
     Option shall be the Fair Market Value of such Shares on the date of grant.

          5.3 VESTING.  Subject to Sections 5.4 and 7.4,  each  Director  Option
     shall become  exercisable with respect to 25% of the Shares subject thereto
     on each of the first four anniversaries of the grant date;  provided,  that
     the Optionee is a director as of the relevant  anniversary.  If an Optionee
     ceases to serve as a director for any reason,  the  Optionee  shall have no
     rights with respect to that portion of a Director Option which has not then
     vested   pursuant  to  the  preceding   sentence  and  the  Optionee  shall
     automatically  forfeit that portion of the  Director  Option which  remains
     unvested.

          5.4 DURATION.  Each Director  Option shall terminate on the date which
     is the tenth anniversary of the grant date,  unless  terminated  earlier as
     follows:

               (a) If an  Optionee's  service as a director  terminates  for any
          reason other than  Disability,  death or Cause, the Optionee may for a
          period of three (3) months after such termination  exercise his or her
          Option to the  extent,  and only to the  extent,  that such  Option or
          portion  thereof  was  vested  and  exercisable  as of  the  date  the
          Optionee's  service as a  director  terminated,  after  which time the
          Option shall automatically terminate in full.

               (b) If an Optionee's  service as a director  terminates by reason
          of  Disability,  the Optionee  may, for a period of one (1) year after
          such termination,  exercise his or her Option to the extent,  and only
          to the  extent,  that such  Option or portion  thereof  was vested and
          exercisable  as  of  the  date  the  Optionee's  service  as  director
          terminated, after which one year period the Option shall automatically
          terminate in full.

               (c) If an Optionee's service as a director  terminates for Cause,
          the  Option  granted  to  the  Optionee  hereunder  shall  immediately
          terminate in full and no rights thereunder may be exercised.

               (d) If an  Optionee  dies  while a director  or within  three (3)
          months  after  termination  of service as a director as  described  in
          clause  (a) or (b) of this  Section  5.4,  the  Option  granted to the
          Optionee may be exercised at any time within  twelve (12) months after
          the  Optionee's  death by the person or  persons  to whom such  rights
          under the  Option  shall  pass by will,  or by the laws of  descent or
          distribution,  after which time the Option  shall  terminate  in full;
          provided,  however, that an Option may be exercised to the extent, and
          only to the extent, that the Option or portion thereof was exercisable
          on the date of termination of the Optionee's services as a director.

     6. OPTION GRANTS FOR ELIGIBLE EMPLOYEES.

          6.1 AUTHORITY OF COMMITTEE.  Subject to the provisions of the Plan and
     to Section 4.1 above,  the Committee shall have full and final authority to
     select  those  Eligible  Employees  who  will  receive  Options  (each,  an
     "Employee  Option"),  which may be Incentive  Stock Options or Nonqualified
     Stock  Options,  the terms and conditions of which shall be set forth in an
     Agreement;  provided,  however,  that no person shall receive any Incentive
     Stock Option unless he or she is any employee of the Company, a Parent or a
     Subsidiary at the time the Incentive Stock Option is granted.

          6.2  PURCHASE  PRICE.  The  purchase  price or the manner in which the
     purchase  price is to be determined  for Shares under each Employee  Option
     shall be  determined  by the  Committee  and set  forth  in the  Agreement,
     provided that the purchase price per Share under each Employee Option shall
     not be less  than 85% of the Fair  Market  Value of a Share on the date the
     Employee  Option is granted (110% in the case of an Incentive  Stock Option
     granted to a Ten-Percent Stockholder).  The purchase price for Shares under
     an Employee  Option shall not be decreased  after the date of grant of such
     Option.

          6.3 MAXIMUM DURATION.  Employee Options granted hereunder shall be for
     such term as the  Committee  shall  determine,  provided  that an Incentive
     Stock  Option shall not be  exercisable  after the  expiration  of ten (10)
     years  from  the  date it is  granted  (five  (5)  years  in the case of an
     Incentive  Stock  Option  granted  to  a  Ten-Percent  Stockholder)  and  a
     Nonqualified  Stock Option shall not be exercisable after the expiration of
     ten (10) years from the date it is granted.  The Committee may,  subsequent
     to the granting of any Employee  Option,  extend the term thereof but in no
     event shall the term as so extended exceed the maximum term provided for in
     the preceding sentence.

          6.4 VESTING. Subject to Section 7.4 hereof, each Employee Option shall
     become  exercisable in such  installments  (which need not be equal) and at
     such  times as may be  designated  by the  Committee  and set  forth in the
     Agreement.  To the extent not exercised,  installments shall accumulate and
     be exercisable, in whole or in part, at any time after becoming exercisable
     but not later than the date the Employee Option expires.  The Committee may
     accelerate the  exercisability of any Employee Option or portion thereof at
     any time.

          6.5   MODIFICATION  OR   SUBSTITUTION.   The  Committee  may,  in  its
     discretion,  modify outstanding Employee Options or accept the surrender of
     outstanding  Employee  Options (to the extent not  exercised) and grant new
     Options  in  substitution  for  them.  Notwithstanding  the  foregoing,  no
     modification  of an Employee  Option  shall  adversely  alter or impair any
     rights or  obligations  under the Employee  Option  without the  Optionee's
     consent.

     7. TERMS AND CONDITIONS APPLICABLE TO ALL OPTIONS.

          7.1   NON-TRANSFERABILITY.   No  Option  granted  hereunder  shall  be
     transferable by the Optionee to whom granted  otherwise than by will or the
     laws of descent and distribution, or pursuant to a domestic relations order
     (within the meaning of Rule 16a-12 promulgated under the Exchange Act), and
     an Option may be exercised  during the lifetime of such  Optionee  only the
     Optionee or his or her  guardian or legal  representative.  Notwithstanding
     the foregoing,  the Committee may set forth in the Agreement evidencing the
     Option  (other  than an  Incentive  Stock  Option)  at the time of grant or
     thereafter, that the Option may be transferred to members of the Optionee's
     immediate family, to trusts solely for the benefit of such immediate family
     members and to  partnerships in which such family members and/or trusts are
     the only partners. For this purpose,  immediate family means the Optionee's
     spouse, parents,  children,  stepchildren and grandchildren and the spouses
     of such parents,  children,  stepchildren and  grandchildren.  The terms of
     such Option shall be final,  binding and conclusive upon the beneficiaries,
     executors, administrators, heirs and successors of the Optionee.

          7.2 METHOD OF  EXERCISE.  The exercise of an Option shall be made only
     by a written notice  delivered in person or by mail to the Secretary of the
     Company at the Company's principal executive office,  specifying the number
     of  Shares  to  be  purchased  and  accompanied  by  payment  therefor  and
     Withholding  Taxes and otherwise in accordance with the Agreement  pursuant
     to which  the  Option  was  granted.  The  purchase  price  for any  Shares
     purchased  pursuant to the exercise of an Option shall be paid in full upon
     such exercise by any one or a  combination  of the  following:  (i) cash or
     (ii)  pursuant  to  such  rules  as may  be  determined  by the  Committee,
     transferring  Shares  to the  Company,  or  (iii)  any  combination  of the
     foregoing as may be determined by the Committee. Until such person has been
     issued the  Shares  subject to such  exercise,  he or she shall  possess no
     rights as a stockholder  with respect to such Shares.  Notwithstanding  the
     foregoing,  the Committee shall have discretion to determine at the time of
     grant of each Employee Option or at any later date (up to and including the
     date of exercise) the form of payment acceptable in respect of the exercise
     of such Employee  Option and may  establish  cashless  exercise  procedures
     which  provide for the  exercise  of the Option and sale of the  Underlying
     Share by a designated  broker or dealer.  In that  connection,  the written
     notice pursuant to this Section 7.2 may also provide  instructions from the
     Optionee to the Company that upon receipt of appropriate  instructions from
     the Optionee's broker or dealer,  designated as such on the written notice,
     the Company shall issue such Shares  directly to the  designated  broker or
     dealer.  Any Shares  transferred to the Company (or withheld upon exercise)
     as payment of the  purchase  price under an Option shall be valued at their
     Fair Market Value on the day preceding the date of exercise of such Option.
     If requested by the  Committee,  the Optionee  shall  deliver the Agreement
     evidencing  the Option to the  Secretary  of the Company who shall  endorse
     thereon a notation  of such  exercise  and  return  such  Agreement  to the
     Optionee.  No fractional  Shares (or cash in lieu thereof)  shall be issued
     upon  exercise of an Option and the number of Shares that may be  purchased
     upon exercise shall be rounded to the nearest number of whole Shares.

          7.3 RIGHTS OF OPTIONEES.  No Optionee  shall be deemed for any purpose
     to be the owner of any Shares  subject  to any Option  unless and until (i)
     the Option shall have been exercised  pursuant to the terms  thereof,  (ii)
     the Company  shall have issued and delivered the Shares to the Optionee and
     (iii) the  Optionee's  name shall have been  entered  as a  stockholder  of
     record on the books of the Company. Thereupon, the Optionee shall have full
     voting,  dividend,  and other ownership rights with respect to such Shares,
     subject to such terms and  conditions as may be set forth in the applicable
     Agreement.

          7.4 EFFECT OF CHANGE IN CONTROL. Notwithstanding anything contained in
     the Plan or an Agreement to the contrary  (other than the last  sentence of
     this  Section  7.4),  in the event of a Change in Control,  (i) all Options
     outstanding on the date of such Change in Control shall become  immediately
     and fully  exercisable,  (ii) upon termination of an Optionee's  employment
     following a Change in Control,  Options held by the  Optionee  shall remain
     exercisable until the later of (x) one year after termination and (y) sixty
     (60) days  following the expiration of the Pooling Period (in the event the
     Change  in  Control  constitutes  a Pooling  Transaction),  but in no event
     beyond  the  stated  term of the  Option,  and  (iii) an  Optionee  will be
     permitted to surrender for  cancellation  within sixty (60) days after such
     Change in Control  any Option or portion of an Option to the extent not yet
     exercised and the Optionee will be entitled to receive a cash payment in an
     amount equal to the excess, if any, of (x)(A) in the case of a Nonqualified
     Stock  Option,  the  greater  of (1) the  Fair  Market  Value,  on the date
     preceding  the date of  surrender,  of the Shares  subject to the Option or
     portion  thereof  surrendered  or (2) the Adjusted Fair Market Value of the
     Shares subject to the Option or portion  thereof  surrendered or (B) in the
     case of an  Incentive  Stock  Option,  the Fair Market  Value,  on the date
     preceding  the date of  surrender,  of the Shares  subject to the Option or
     portion thereof surrendered, over (y) the aggregate purchase price for such
     Shares  under the Option or portion  thereof  surrendered.  Notwithstanding
     anything  contained in the Plan or any  Agreement to the  contrary,  in the
     event of a Change in Control which is also intended to constitute a Pooling
     Transaction,  the  Committee  shall  take  such  actions,  if  any,  as are
     specifically  recommended by an independent accounting firm retained by the
     Company  to the extent  reasonably  necessary  in order to assure  that the
     Pooling Transaction will qualify as such,  including but not limited to (a)
     deferring  the  vesting,  exercise,   payment,  settlement  or  lapsing  of
     restrictions with respect to any Option,  (b) providing that the payment or
     settlement in respect of any Option be made in the form of cash,  Shares or
     securities of a successor or acquiror of the Company,  or a combination  of
     the  foregoing,  and (c)  providing  for the  extension  of the term of any
     Option to the extent necessary to accommodate the foregoing, but not beyond
     the maximum term permitted for any Option.

     8. EFFECT OF A TERMINATION OF EMPLOYMENT.

     The Agreement  evidencing the grant of each Employee Option shall set forth
the terms and conditions  applicable to such Employee  Option upon a termination
or change in the  status  of the  employment  of the  Optionee  by the  Company,
Parent, a Subsidiary or a Division  (including a termination or change by reason
of the sale of a Subsidiary or a Division),  which, except for Director Options,
shall be as the  Committee  may, in its  discretion,  determine  at the time the
Option is granted or thereafter.

     9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

          (a) In the event of a Change in  Capitalization,  the Committee  shall
     conclusively  determine  the  appropriate  adjustments,  if any, to (i) the
     maximum  number  and  class of  Shares or other  stock or  securities  with
     respect to which  Options may be granted  under the Plan,  (ii) the maximum
     number of Shares or other stock or securities with respect to which Options
     may be granted to any Eligible  Employee during the term of the Plan, (iii)
     the  number  and  class of Shares or other  stock or  securities  which are
     subject to Director  Options  issuable under Section 5, and (iv) the number
     and class of Shares  or other  stock or  securities  which are  subject  to
     outstanding  Options  granted  under  the  Plan,  and  the  purchase  price
     therefor, if applicable.

          (b) Any such  adjustment  in the Shares or other  stock or  securities
     subject to outstanding  Incentive Stock Options  (including any adjustments
     in the purchase  price) shall be made in such manner as not to constitute a
     modification  as defined by Section  424(h)(3)  of the Code and only to the
     extent otherwise permitted by Sections 422 and 424 of the Code.

          (c) Any such  adjustment  in the Shares or other  stock or  securities
     subject to outstanding  Director Options  (including any adjustments in the
     purchase price) shall be made only to the extent  necessary to maintain the
     proportionate interest of the Optionee and preserve, without exceeding, the
     value of such Director Options.

          (d) If, by reason of a Change in Capitalization,  an Optionee shall be
     entitled to exercise an Option with respect to new, additional or different
     shares of stock or  securities,  such new,  additional or different  shares
     shall thereupon be subject to all of the conditions and restrictions  which
     were applicable to the Shares subject to the Option prior to such Change in
     Capitalization.

     10. EFFECT OF CERTAIN TRANSACTIONS.

     Subject to Section  7.4 or as otherwise  provided in an  Agreement,  in the
event of (i) the  liquidation  or dissolution of the Company or (ii) a merger or
consolidation of the Company (a "Transaction"),  the Plan and the Options issued
hereunder shall continue in effect in accordance with their respective terms and
each  Optionee  shall be entitled to receive in respect of each Share subject to
any outstanding Options, upon exercise of such Options, the same number and kind
of stock, securities, cash, property, or other consideration that each holder of
a Share was  entitled  to  receive  in the  Transaction  in  respect of a Share;
PROVIDED,  HOWEVER,  that  such  stock,  securities,  cash,  property,  or other
consideration  shall remain subject to all of the  conditions  and  restrictions
which were applicable to the Options prior to such Transaction.

     11. TERMINATION AND AMENDMENT OF THE PLAN.

     The Plan shall terminate on the day preceding the tenth  anniversary of the
date of its adoption by the Board and no Options may be granted thereafter.  The
Board may sooner  terminate the Plan and the Board may at any time and from time
to time amend, modify or suspend the Plan; provided, however, that:

          (a) No such amendment,  modification,  suspension or termination shall
     impair or adversely alter any Options  theretofore  granted under the Plan,
     except  with  the  consent  of  the  Optionee,  nor  shall  any  amendment,
     modification,  suspension or termination deprive any Optionee of any Shares
     which he or she may have acquired through or as a result of the Plan; and

          (b) To the extent  necessary under any applicable  law,  regulation or
     exchange  requirement,  no amendment shall be effective  unless approved by
     the  stockholders  of the Company in accordance  with  applicable  law, and
     regulation or exchange requirement.

     12. NON-EXCLUSIVITY OF THE PLAN.

     The  adoption of the Plan by the Board shall not be  construed as amending,
modifying or rescinding  any  previously  approved  incentive  arrangement or as
creating any limitations on the power of the Board to adopt such other incentive
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options  otherwise than under the Plan, and such  arrangements
may be either applicable generally or only in specific cases.

     13. LIMITATION OF LIABILITY.

     As  illustrative  of the  limitations of liability of the Company,  but not
intended to be exhaustive thereof, nothing in the Plan shall be construed to:

          (i) give any person  any right to be  granted an Option  other than at
     the sole discretion of the Committee;

        (ii) give any person any rights whatsoever with respect to Shares except
    as specifically provided in the Plan;

          (iii) limit in any way the right of the Company or any  Subsidiary  to
     terminate the employment of any person at any time; or

          (iv) be evidence  of any  agreement  or  understanding,  expressed  or
     implied,  that the Company will employ any person at any particular rate of
     compensation or for any particular period of time.

     14. REGULATIONS AND OTHER APPROVALS; GOVERNING LAW.

          14.1 Except as to matters of federal law,  this Plan and the rights of
     all  persons  claiming  hereunder  shall be  construed  and  determined  in
     accordance with the laws of the State of Delaware  without giving effect to
     conflicts of laws principles thereof.

          14.2 The  obligation  of the  Company to sell or deliver  Shares  with
     respect  to  Options  granted  under  the  Plan  shall  be  subject  to all
     applicable laws, rules and  regulations,  including all applicable  federal
     and state  securities  laws,  and the  obtaining  of all such  approvals by
     governmental  agencies as may be deemed  necessary  or  appropriate  by the
     Committee.

          14.3 The  Committee  may make  such  changes  as may be  necessary  or
     appropriate  to comply  with the rules and  regulations  of any  government
     authority,  or to obtain for Eligible  Employees  granted  Incentive  Stock
     Options the tax benefits  under the  applicable  provisions of the Code and
     regulations promulgated thereunder.

          14.4 Each Option is subject to the  requirement  that,  if at any time
     the Committee determines, in its discretion, that the listing, registration
     or qualification of Shares issuable pursuant to the Plan is required by any
     securities  exchange  or under any state or federal  law, or the consent or
     approval of any governmental regulatory body is necessary or desirable as a
     condition of, or in connection with, the grant of an Option or the issuance
     of Shares,  no Options shall be granted or payment made or Shares issued in
     whole or in part, unless listing, registration,  qualification,  consent or
     approval has been effected or obtained free of any conditions as acceptable
     to the Committee.

          14.5  Notwithstanding  anything contained in the Plan or any Agreement
     to the  contrary,  in the event  that the  disposition  of Shares  acquired
     pursuant  to  the  Plan  is not  covered  by a  then  current  registration
     statement  under  the  Securities  Act  of  1933,  as  amended,  and is not
     otherwise  exempt from such  registration,  such Shares shall be restricted
     against  transfer to the extent  required by the Securities Act of 1933, as
     amended,  and Rule 144 or other regulations  thereunder.  The Committee may
     require any individual receiving Shares pursuant to an Option granted under
     the Plan, as a condition  precedent to receipt of such Shares, to represent
     and  warrant to the  Company in writing  that the Shares  acquired  by such
     individual are acquired without a view to any distribution thereof and will
     not be sold or transferred other than pursuant to an effective registration
     thereof  under said Act or pursuant to an  exemption  applicable  under the
     Securities  Act  of  1933,  as  amended,   or  the  rules  and  regulations
     promulgated  thereunder.  The  certificates  evidencing  any of such Shares
     shall be  appropriately  legended  to reflect  their  status as  restricted
     securities as aforesaid.

     15. MISCELLANEOUS.

          15.1  MULTIPLE  AGREEMENTS.  The terms of each  Option may differ from
     other  Options  granted  under the Plan at the same time,  or at some other
     time. The Committee may also grant more than one Option to a given Eligible
     Employee  during  the  term of the  Plan,  either  in  addition  to,  or in
     substitution for, one or more Options  previously  granted to that Eligible
     Employee.

          15.2  WITHHOLDING  OF TAXES.  

               (a)  The  Company  shall  have  the  right  to  deduct  from  any
          distribution or payment of cash to any Optionee an amount equal to the
          federal,  state and local  income  taxes and other  amounts  as may be
          required by law to be withheld (the "Withholding  Taxes") with respect
          to any Option.  If an Optionee  realizes a taxable event in connection
          with the receipt of Shares  pursuant to an Option exercise (a "Taxable
          Event"),  the Optionee shall pay the Withholding  Taxes to the Company
          prior  to  the  issuance  of  such  Shares.  In  satisfaction  of  the
          obligation to pay Withholding  Taxes to the Company,  the Optionee may
          make a written election (the "Tax Election"), which may be accepted or
          rejected  in the  discretion  of the  Committee,  to have  withheld  a
          portion of the Shares then  issuable to him or her having an aggregate
          Fair Market Value,  on the date  preceding the date of such  issuance,
          equal to the Withholding Taxes.

               (b) If an  Optionee  makes a  disposition,  within the meaning of
          Section 424(c) of the Code and regulations promulgated thereunder,  of
          any Share or Shares issued to such  Optionee  pursuant to the exercise
          of an Incentive Stock Option within the two-year period  commencing on
          the day  after the date of the grant or  within  the  one-year  period
          commencing  on the day after  the date of  transfer  of such  Share or
          Shares to the Optionees pursuant to such exercise, the Optionee shall,
          within ten (10) days of such disposition,  notify the Company thereof,
          by  delivery  of  written  notice  to the  Company  at  its  principal
          executive office.

               (c) The Committee shall have the authority,  at the time of grant
          of an Employee  Option  under the Plan or at any time  thereafter,  to
          award tax  bonuses  to  designated  Optionees,  to be paid upon  their
          exercise of Employee Options granted hereunder. The amount of any such
          payments  shall be determined by the  Committee.  The Committee  shall
          have full authority in its absolute discretion to determine the amount
          of any such tax  bonus  and the terms  and  conditions  affecting  the
          vesting and payment thereof.

               15.3  INTERPRETATION.  The Plan is  intended  to comply with Rule
          16b-3  promulgated  under the  Exchange  Act and the  Committee  shall
          interpret and  administer  the provisions of the Plan or any Agreement
          in a manner  consistent  therewith.  Any provisions  inconsistent with
          such Rule shall be  inoperative  and shall not affect the  validity of
          the Plan. Unless otherwise expressly stated in the relevant Agreement,
          any grant of Options is intended to be performance-based  compensation
          within the meaning of Section  162(m)(4)(C) of the Code. The Committee
          shall not be entitled to exercise any discretion  otherwise authorized
          hereunder with respect to such Options if the ability to exercise such
          discretion or the exercise of such  discretion  itself would cause the
          compensation  attributable  to such  Options  to fail  to  qualify  as
          performance-based compensation.

     16.  EFFECTIVE  DATE/SHAREHOLDER APPROVAL.  The effective  date of the Plan
shall be the date of its adoption by the Board,  subject only to the approval by
the  affirmative  vote of the  holders of a majority  of the  securities  of the
Company  present,  or represented,  and entitled to vote at the first meeting of
stockholders  duly held in accordance  with the applicable  laws of the State of
Delaware after such date of adoption.