1991 Stock Compensation Plan - Daimler Chrysler Corp.


                             CHRYSLER CORPORATION
 
                          1991 STOCK COMPENSATION PLAN
                             EFFECTIVE MAY 16, 1991
                      AS AMENDED THROUGH May 6, 1998
 
SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.
 
The name of the plan is the Chrysler Corporation 1991 Stock Compensation
Plan (the "Plan"). The purpose of the Plan is to enable the Company (as
hereinafter defined) and its Subsidiaries (as hereinafter defined) to 
obtain and retain competent personnel who will contribute to the 
Company's success by their ability, ingenuity and industry and to 
provide incentives to the participating officers, key salaried 
employees and nonemployee directors which are related to increases in 
stockholder value and will therefore inure to the benefit of all
stockholders of the Company.
 
For purposes of the Plan, the following terms shall be defined as set 
forth below:
 
(a) "Award" means any grant under the Plan in the form of Stock
Options, Stock Appreciation Rights, Limited Stock Appreciation Rights,
Performance Stock Units, Restricted Stock Units or any combination of 
the foregoing.
 
(b) "Board" means the Board of Directors of the Company.
 
(c) "Change in Control" has the meaning given in Section 14 of the
Plan.
 
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.
 
(e) "Committee" means the Stock Option Committee, or any other
committee the Board may subsequently appoint to administer the Plan. 
The Committee shall be composed entirely of Directors who meet the
qualifications referred to in Section 2 of the Plan.
 
(f) "Company" means Chrysler Corporation, a corporation incorporated
under the laws of the State of Delaware (or any successor corporation).
 
(g) "Director" means any member of the Board, whether or not such
member is a Nonemployee Director, and "Nonemployee Director" means a
Director who is not an employee of the Company, any Subsidiary or any
Related Entity.



(h) "Disability" means being permanently and totally disabled under
any insurance program of the Company, any Subsidiary or any Related 
Entity, except that, in the case of a Nonemployee Director, Disability 
shall mean a permanent and total disability within the meaning of 
Section 22(e) of the Code.
 
(i) "Eligible Employee" means an employee of the Company, any
Subsidiary or any Related Entity as described in Section 4 of the Plan.
 
(j) "Fair Market Value" means, as of any given date, with respect to
any Awards granted hereunder, the mean of the high and low trading 
price of the Stock on such date as reported on the New York Stock 
Exchange or, if the Stock is not then traded on the New York Stock 
Exchange, on such other national securities exchange on which the 
Stock is admitted to trade or, if none, on the National Association 
of Securities Dealers Automated Quotation System if the Stock is 
admitted for quotation thereon; provided, however, that if any such 
exchange or quotation system is closed on any day on which
Fair Market Value is to be determined, Fair Market Value shall be
determined as of the first day immediately preceding such day on which 
such exchange or quotation system was open for trading.
 
(k) "Incentive Stock Option" means any Stock Option intended to
qualify as an "incentive stock option" within the meaning of Section 
422 of the Code.
 
(l) "Limited Stock Appreciation Right" means a Stock Appreciation
Right that can be exercised only in the event of a Change in Control.
 
(m) "Nonqualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
 
(n) "Optionee" means a Participant granted a Stock Option pursuant to
Section 5 of the Plan which remains outstanding.
 
(o) "Participant" means any Eligible Employee selected by the
Committee, pursuant to the Committee's authority in Section 2 of the 
Plan, to receive Awards and, solely to the extent provided by Sections 
9, 10, and 11 of the Plan, Nonemployee Directors of the Company.
 
(p) "Performance Stock Unit" means the right to receive one share of
Stock as set forth in an Award granted pursuant to Section 8 of the 
Plan, the vesting of which is subject to restrictions that will lapse 
upon the attainment of performance objectives.
 
(q) "Related Entity" means any corporation, joint venture or other
entity, domestic or foreign, other than a Subsidiary, in which the 
Company

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     owns, directly or indirectly, a substantial equity interest.
 
          (r) "Restricted Stock Unit" means the right to receive one share of
     Stock as set forth in an Award granted pursuant to Section 8 of the Plan,
     the vesting of which is subject to restrictions that will lapse with the
     passage of time; except that, in the case of a Nonemployee Director,
     Restricted Stock Unit shall mean the right to receive one share of Stock as
     set forth in Section 10 of the Plan.
 
          (s) "Retirement" means (i) retirement from active employment under a
     pension plan of the Company, any Subsidiary or Related Entity or under an
     employment contract with any of them or (ii) termination of employment at
     or after age 55 under circumstances which the Committee, in its sole
     discretion, deems equivalent to retirement; except that, in the case of a
     Nonemployee Director, Retirement shall mean termination of service as a
     Director after attaining age 72 (or such other age as the Board may
     establish from time to time by resolution) for purposes of Section 10 of
     the Plan.
 
          (t) "Stock" means the common stock of the Company.
 
          (u) "Stock Appreciation Right" means the right pursuant to an Award
     granted under Section 6 of the Plan, (i) in the case of a Related Stock
     Appreciation Right (as defined in Section 6 of the Plan), to surrender to
     the Company all or a portion of the related Stock Option and receive an
     amount equal to the excess of the Fair Market Value of one share of Stock
     as of the date such Stock Option or portion thereof is surrendered over the
     option price per share specified in such Stock Option, multiplied by the
     number of shares of Stock in respect of which such Stock Option is being
     surrendered, and (ii) in the case of a Freestanding Stock Appreciation
     Right (as defined in Section 6 of the Plan), to exercise such Freestanding
     Stock Appreciation Right and receive an amount equal to the excess of the
     Fair Market Value of one share of Stock as of the date of exercise over the
     price per share specified in such Freestanding Stock Appreciation Right,
     multiplied by the number of shares of Stock in respect of which such
     Freestanding Stock Appreciation Right is being exercised.
 
          (v) "Stock Option" means any option to purchase shares of Stock
     granted pursuant to Section 5 of the Plan, including any Reload Option (as
     defined in Section 5 of the Plan).
 
          (w) "Subsidiary" means any corporation in an unbroken chain of
     corporations, beginning with the Company, if each of the corporations
     (other than the last corporation in the unbroken chain) owns stock
     possessing 50% or more of the total combined voting power of all classes of
     stock in one of the other corporations in the chain.
 


                                      3




SECTION 2. ADMINISTRATION.
 
     The Plan shall be administered by the Committee, composed of not less
than two Nonemployee Directors, each of whom shall be a "Non-Employee Director"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended from time to time (the "Exchange Act"), or meet any other applicable
standard for administrators under that or any similar rule which may be in
effect from time to time. Each member of the Committee shall be appointed by
the Board and serve at the pleasure of the Board.
 
     The Committee shall have the power and authority in its sole discretion to
grant Awards to Eligible Employees pursuant to the terms and provisions of the
Plan.
 
     In particular, the Committee shall have full authority, not inconsistent
with the Plan:
 
          (a) to select Participants from among the Eligible Employees;
 
          (b) to determine whether and to what extent Awards are to be granted
     to Eligible Employees hereunder;
 
          (c) to determine the number of shares of Stock to be covered by each
     such Award granted hereunder, but in no case shall the aggregate of all
     shares of Stock issued under the Plan be greater than that allowed under
     the Plan, and in no case shall the number of shares of Stock to be covered
     by all such Awards (excluding grants of Restricted Stock Units) made to the
     same Eligible Employee during the five year period beginning January 1,
     1997 and ending December 31, 2001 exceed ten percent of the total number of
     shares of Stock approved by the stockholders of the Company for issuance
     under the Plan (as such number may be increased from time to time in
     accordance with Section 12 hereof, and as such number may be adjusted from
     time to time in accordance with Section 3 hereof for changes in corporate
     structure or capitalization affecting the Stock);
 
          (d) to determine the terms and conditions of any Award granted
     hereunder (including, without limitation, (i) the restricted periods
     applicable to Restricted Stock Unit Awards and (ii) the performance
     objectives and periods applicable to Performance Stock Unit Awards);
 
          (e) to waive compliance by a Participant with any obligation to be
     performed by him or her under any Award and to waive any term or condition
     of any such Award (provided, however, that no such waiver shall
     detrimentally affect the rights of a Participant without such Participant's
     consent); and



                                      4


 
          (f) to determine the terms and conditions which shall govern all
     written agreements evidencing the Awards.
 
     The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the provisions of the Plan and
the terms and conditions of any Award issued, expired, terminated, cancelled or
surrendered under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.
 
     All decisions made by the Committee pursuant to the provisions of the Plan
and as to the terms and conditions of any Award (and any agreements relating
thereto) shall be final and binding on all persons, including the Company and
the Participants.
 
     Notwithstanding anything else contained in this Plan to the contrary, if
any award of Performance Stock Units is intended at the time of grant to be
other performance based compensation within the meaning of Section 162(m)(4)(C)
of the Code, to the extent required to so qualify any award hereunder, the
Committee shall not be entitled to exercise any discretion otherwise authorized
under this Plan with respect to such award if the ability to exercise such
discretion (as opposed to the exercise of such discretion) would cause such
award to fail to qualify as other performance based compensation.
 
SECTION 3. NUMBER OF SHARES OF STOCK SUBJECT TO PLAN.
 
     The total number of shares of Stock reserved and available for issuance
under the Plan shall be eighty-six (86) million shares as constituted at the
time of the annual meeting of stockholders on May 15, 1997, inclusive of the 56
million shares previously reserved for issuance under the Plan. Such shares of
Stock may consist, in whole or in part, of authorized and unissued shares of
Stock or issued shares of Stock reacquired by the Company at any time, as the
Board may determine.

     To the extent that (a) a Stock Option expires or is otherwise terminated,
cancelled or surrendered without being exercised (including, without limitation,
in connection with the grant of a replacement option) or (b) any Restricted
Stock Unit Award or Performance Stock Unit Award granted hereunder expires or is
otherwise terminated or is cancelled, the shares of Stock underlying such Stock
Option or subject to such Restricted Stock Unit Award or Performance Stock Unit
Award shall again be available for issuance in connection with future Awards
under the Plan.


                                      5



 
 
     Upon the exercise of a Related Stock Appreciation Right or Related Limited
Stock Appreciation Right (as defined in Section 7 of the Plan), the Stock
Option, or the part thereof to which such Related Stock Appreciation Right or
Related Limited Stock Appreciation Right is related, shall be deemed to have
been exercised for the purpose of the limitation on the number of shares of
Stock to be issued under the Plan, but only to the extent of the number of
shares of Stock in respect of which the Related Stock Appreciation Right or
Related Limited Stock Appreciation Right was exercised.
 
     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure or
capitalization affecting the Stock, the Committee in its sole discretion may
make an adjustment or substitution in the number and class of shares reserved
for issuance under the Plan, the number and class of shares covered by
outstanding Awards and the option price per share of Stock Options or the
applicable price per share specified in Stock Appreciation Rights or Limited
Stock Appreciation Rights to reflect the effect of such change in corporate
structure or capitalization on the Stock; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated; provided, further,
however, that if by reason of any such change in corporate structure or
capitalization a Participant holding a Restricted Stock Unit Award or
Performance Stock Unit Award shall be entitled, subject to the terms and
conditions of such Award, to additional or different shares of any security, the
issuance of such additional or different shares shall thereupon be subject to
all of the terms and conditions (including restrictions and performance
criteria) which were applicable to such Award prior to such change in corporate
structure or capitalization; and, provided, further, however, that unless the
Committee in its sole discretion determines otherwise, any issuance by the
Company of shares of stock of any class or securities convertible into shares of
stock of any class shall not affect, and no such adjustment or substitution by
reason thereof shall be made with respect to, the number or class of shares
reserved for issuance under the Plan, the number or class of shares covered by
outstanding Awards or any option price or applicable price.
 
SECTION 4. ELIGIBILITY.
 
     Officers and other key salaried employees of the Company, its Subsidiaries
and its Related Entities who are responsible for or contribute to the
management, growth or profitability of the business of the Company, its
Subsidiaries or its Related Entities shall be eligible to be granted Awards and
any former officers and key salaried employees of the Company, its Subsidiaries
and its Related Entities shall be eligible to be granted Reload Options with
respect to Stock Options granted to them while they were employees; provided,
however, with respect to an employee of a Related Entity, that such person was
an employee of the Company, a Subsidiary or, if originally an employee of the


                                      6



Company or a Subsidiary, or another Related Entity immediately prior to becoming
employed by such Related Entity and accepted employment with such Related Entity
at the request of the Company or a Subsidiary. The Participants under the Plan
shall be selected, from time to time, by the Committee, in its sole discretion,
from among those Eligible Employees.
 
SECTION 5. STOCK OPTIONS.
 
     (a) Grant and Exercise. Stock Options may be granted either alone or in
addition to other Awards granted under the Plan. Any Stock Option granted under
the Plan shall be in such form as the Committee may, from time to time,
approve, and the terms and conditions of Stock Option Awards need not be the
same with respect to each Optionee. Optionees shall enter into a Stock Option
agreement ("Stock Option Agreement") with the Company, in such form as the
Committee shall determine, which agreement shall set forth, among other things,
the option price of the option, the term of the option and conditions regarding
exercisability of the option granted thereunder.
 
          (i) Nature of Options. The Committee shall have the authority to grant
     any Participant either Incentive Stock Options, Nonqualified Stock Options
     or both types of Stock Options (in each case with or without Stock
     Appreciation Rights or Limited Stock Appreciation Rights), except that the
     Committee shall not grant any Incentive Stock Options to an employee of a
     Related Entity. Any Stock Option which does not qualify as an Incentive
     Stock Option, or the terms of which at the time of its grant provide that
     it shall not be treated as an Incentive Stock Option, shall constitute a
     Nonqualified Stock Option.
 
          (ii) Exercisability. Subject to such terms and conditions as shall be
     determined by the Committee in its sole discretion at or after the time of
     grant, Stock Options shall be exercisable from time to time to the extent
     of 40% of the number of shares of Stock covered by the Stock Option on and
     after the first anniversary and before the second anniversary of the date
     of grant of the Stock Option, to the extent of 70% of the number of shares
     of Stock covered by the Stock Option on and after the second anniversary
     and before the third anniversary of the date of grant of the Stock Option
     and to the extent of 100% of the number of shares of Stock covered by the
     Stock Option on and after the third anniversary of the date of grant of the
     Stock Option and before the expiration of the stated term of the Stock
     Option (or to such lesser extent as the Committee in its sole discretion
     shall determine at the time of grant or to such greater extent as the
     Committee in its sole discretion shall determine at or after the time of
     grant).
 
          (iii) Method of Exercise. Stock Options may be exercised by giving
     written notice of exercise delivered in person or by mail as required by




                                      7



     the terms of any Stock Option Agreement at the Company's principal
     executive office, specifying the number of shares of Stock with respect to
     which the Stock Option is being exercised, accompanied by payment in full
     of the option price in cash or its equivalent as determined by the
     Committee in its sole discretion. If requested by the Committee, the
     Optionee shall deliver to the Company the Stock Option Agreement evidencing
     the Stock Option being exercised for notation thereon of such exercise and
     return thereafter of such agreement to the Optionee. As determined by the
     Committee in its sole discretion at or after the time of grant, payment of
     the option price in full or in part may also be made in the form of shares
     of unrestricted Stock already owned by the Optionee (based on the Fair
     Market Value of the Stock on the date the Stock Option is exercised);
     provided, however, that in the case of an Incentive Stock Option, the right
     to make payment of the option price in the form of already owned shares of
     Stock may be authorized only at the time of grant. An Optionee shall
     generally have the rights to dividends or other rights of a stockholder
     with respect to shares of Stock subject to the Stock Option when the
     Optionee has given written notice of exercise, has paid in full for such
     shares of Stock, and, if requested, has made the representations described
     in Section 13(a) of the Plan.
 
          (iv) Reload Options. The Committee shall have the authority to
     specify, at the time of grant or, with respect to Nonqualified Stock
     Options, at or after the time of grant, that an Optionee shall be granted a
     Nonqualified Stock Option (a "Reload Option") in the event such Optionee
     exercises all or a part of a Stock Option (an "Original Option") by
     surrendering in accordance with Section 5(a)(iii) of the Plan already owned
     shares of unrestricted Stock in full or partial payment of the option price
     under such Original Option, subject to the availability of shares of Stock
     under the Plan at the time of such exercise. Each Reload Option shall cover
     a number of shares of Stock equal to the number of shares of Stock
     surrendered in payment of the option price under such Original Option,
     shall have an option price per share of Stock equal to the Fair Market
     Value of the Stock on the date of grant of such Reload Option and shall
     expire on the stated expiration date of the Original Option. A Reload
     Option shall be exercisable at any time and from time to time from and
     after the date of grant of such Reload Option (or, as the Committee in its
     sole discretion shall determine at or after the time of grant, at such time
     or times as shall be specified in the Reload Option). Any Reload Option may
     provide for the grant, when exercised, of subsequent Reload Options to the
     extent and upon such terms and conditions, consistent with this Section
     5(a)(iv), as the Committee in its sole discretion shall specify at or after
     the time of grant of such Reload Option. A Reload Option shall contain such
     other terms and conditions, which may include a restriction on the
     transferability of the shares of Stock received upon exercise of the
     Original Option representing at least the after-tax profit received upon 


                                      8



     exercise of the Original Option, as the Committee in its sole
     discretion shall deem desirable and which may be set forth in rules or
     guidelines adopted by the Committee or in the Stock Option Agreements
     evidencing the Reload Options.
 
     (b) Terms and Conditions. Stock Options granted 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.
 
          (i) Option Price. The option price per share of Stock purchasable
     under a Stock Option (other than a Reload Option) shall be determined by
     the Committee at the time of grant, but shall be not less than 100% of the
     Fair Market Value of the Stock on the date of the grant; provided, however,
     that if any Participant owns or is deemed to own (by reason of the
     attribution rules of Section 424(d) of the Code) more than 10% of the
     combined voting power of all classes of stock of the Company or any
     Subsidiary when an Incentive Stock Option is granted to such Participant,
     the option price of such Incentive Stock Option (to the extent required by
     the Code at the time of grant) shall be not less than 110% of the Fair
     Market Value of the Stock on the date such Incentive Stock Option is
     granted.
 
          (ii) Option Term. The term of each Stock Option shall be fixed by the
     Committee at the time of grant, but no Stock Option shall be exercisable
     more than ten years after the date such Stock Option is granted; provided,
     however, that if any Participant owns or is deemed to own (by reason of the
     attribution rules of Section 424(d) of the Code) more than 10% of the
     combined voting power of all classes of stock of the Company or any
     Subsidiary when an Incentive Stock Option is granted to such Participant,
     such Stock Option (to the extent required by the Code at time of grant)
     shall not be exercisable more than five years from the date such Incentive
     Stock Option is granted.
 
          (iii) Transferability of Options. No Stock Options shall be
     transferable by the Optionee otherwise than by will or by the laws of
     descent and distribution and all Stock Options shall be exercisable, during
     the Optionee's lifetime, only by the Optionee.
 
          (iv) Option Exercise After Termination by Reason of Disability or
     Retirement. If an Optionee's employment with the Company, any Subsidiary or
     any Related Entity terminates by reason of Disability or Retirement, any
     Stock Option held by such Optionee may thereafter be exercised for a period
     of five years (or such shorter period as the Committee in its sole
     discretion shall specify at or after the time of grant) from the date of
     such termination or until the expiration of the stated term of such Stock



                                      9


     Option, whichever period is shorter, to the extent to which the Optionee
     would on the date of exercise have been entitled to exercise the Stock
     Option if such Optionee had continued to be employed by the Company, such
     Subsidiary or such Related Entity (or to such greater or lesser extent as
     the Committee in its sole discretion shall determine at or after the time
     of grant). In the event of a termination of employment by reason of
     Disability or Retirement, if an Incentive Stock Option is exercised after
     the expiration of the exercise period that applies for purposes of Section
     422 of the Code, such Stock Option will thereafter be treated as a
     Nonqualified Stock Option.
 
          (v) Option Exercise After Termination by Consent. If an Optionee's
     employment with the Company or any Subsidiary is terminated by the
     Company or such Subsidiary under mutually satisfactory conditions or if an
     Optionee's employment with a Related Entity is terminated under conditions
     mutually satisfactory to such Related Entity and the Optionee, the
     Committee or its designee, in its sole discretion, may permit the 
     Optionee to exercise any Stock Option held by such Optionee for a period
     of one year (or such shorter period as the Committee or its designee in
     its sole discretion shall specify at or after the time of grant) from the
     date of such termination or until the expiration of the stated term of
     such Stock Option, whichever period is shorter, to the extent to which the
     Optionee would on the date of exercise have been entitled to exercise the
     Stock Option if such Optionee had continued to be employed by the Company,
     such Subsidiary or such Related Entity (or to such greater or lesser
     extent as the Committee or its designee in its sole discretion shall
     determine at or after the time of grant). If an Optionee's employment with
     the Company or any Subsidiary is terminated in connection with such
     Optionee's acceptance of employment, at the request of the Company or a
     Subsidiary, with a Related Entity (or an Optionee's employment with one
     Related Entity is terminated in connection with such Optionee's acceptance
     of employment, at the request of the Company or a Subsidiary, with another
     Related Entity), the Committee or its designee in its sole discretion may
     permit the Optionee to exercise any Stock Option held by such Optionee
     after the date of such termination at any time until the expiration of the
     stated term of the Stock Option (or such shorter period as the Committee
     or its designee in its sole discretion shall specify at or after the time
     of grant), to the extent that the Optionee would on the date of exercise
     have been entitled to exercise such Stock Option if such Optionee had
     continued to be employed by the Company or such Subsidiary (or such
     initial Related Entity), provided that the Optionee has been in continuous
     employ with the Related Entity to which such Optionee has moved from the
     date of acceptance of employment therewith until the date of exercise. In
     the event of a termination of employment by the Company, any Subsidiary or
     any Related Entity under mutually satisfactory conditions, if an Incentive
     Stock Option is exercised after the expiration of the exercise period that




                                     10



     applies for purposes of Section 422 of the Code, such Stock Option will
     thereafter be treated as a Nonqualified Stock Option.  The Committee may
     delegate to an officer of the Company the discretionary authority provided
     under this Section 5(b)(v) to permit an Optionee to exercise a Stock
     Option following termination of employment.  Such delegation shall be in
     writing, shall designate the corporate officer by office title, shall
     continue in effect with respect to any individual thereafter elected to
     such office until revoked by the Committee, and shall be limited in scope
     to Optionees who were not officers of the Company at the time of
     termination.  All decisions made by such designee shall be final and
     binding on the Optionee.
        
          (vi) Option Exercise After Termination by Death. If (x) an Optionee's
     employment with the Company, any Subsidiary or any Related Entity
     terminates by reason of death, (y) an Optionee dies within the five year
     period (or such shorter period as the Committee shall have specified for
     exercise in accordance with Section 5(a)(iv) of the Plan) following
     termination by reason of Disability or Retirement as set forth in Section
     5(a)(iv) of the Plan or (z) an Optionee dies within the one year period (or
     such shorter period as the Committee shall have specified for exercise in
     accordance with Section 5(a)(v) of the Plan) following termination under
     mutually satisfactory conditions as set forth in the first sentence of
     Section 5(a)(v) of the Plan, any Stock Option held by such Optionee may
     thereafter be exercised 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 shorter period as the Committee in its sole discretion shall
     specify at or after the time of grant) from the date of such death or until
     the expiration of the stated term of such Stock Option, whichever period is
     shorter, to the extent to which the Optionee would on the date of exercise
     have been entitled to exercise the Stock Option if such Optionee had
     continued to be employed by the Company, such Subsidiary or such Related
     Entity (or to such greater or lesser extent as the Committee in its sole
     discretion shall determine at or after the time of grant).
 
          (vii) Restriction on Exercise After Termination. Notwithstanding the
     provisions of this Section 5, but subject to the provisions of Section 14
     of the Plan, the exercise of any Stock Option after termination of
     employment shall be subject to satisfaction of the conditions precedent
     that the Optionee neither, (x) takes other employment or renders services
     to others without the written consent of the Company, nor (y) conducts
     himself in a manner adversely affecting the Company.
 
          (viii) Other Termination. Except as otherwise provided in this Section
     5 or Section 14 of the Plan, or as determined by the Committee in its sole
     discretion, if an Optionee's employment with the Company, any Subsidiary or
     any Related Entity terminates, all Stock Options held by the Optionee will


                                     11



     terminate.
 
          (ix) Annual Limit on Incentive Stock Options. To the extent required
     for "incentive stock option" treatment under Section 422 of the Code, the
     aggregate Fair Market Value (determined as of the date the Incentive Stock
     Option is granted) of the shares of Stock with respect to which Incentive
     Stock Options granted under the Plan and all other option plans of the
     Company or any Subsidiary become exercisable for the first time by an
     Optionee during any calendar year shall not exceed $100,000; provided,
     however, that if the aggregate Fair Market Value (so determined) of the
     shares of Stock covered by such options exceeds $100,000 during any year in
     which they become exercisable, such options with a Fair Market Value in
     excess of $100,000 will be Nonqualified Stock Options.
 
SECTION 6. STOCK APPRECIATION RIGHTS.
 
     (a) Grant and Exercise. Stock Appreciation Rights may be granted either
in conjunction with all or part of any Stock Option granted under the Plan
("Related Stock Appreciation Rights") or alone ("Freestanding Stock
Appreciation Rights") and, in either case, in addition to other Awards granted
under the Plan. Participants shall enter into a Stock Appreciation Rights
agreement with the Company if requested by the Committee, in such form as the
Committee shall determine.
 
          (i) Time of Grant. Related Stock Appreciation Rights related to a
     Nonqualified Stock Option may be granted either at or after the time of the
     grant of such Nonqualified Stock Option. Related Stock Appreciation Rights
     related to an Incentive Stock Option may be granted only at the time of the
     grant of such Incentive Stock Option. Freestanding Stock Appreciation
     Rights may be granted at any time.
 
          (ii) Exercisability. Related Stock Appreciation Rights shall be
     exercisable only at such time or times and to the extent that the Stock
     Options to which they relate shall be exercisable in accordance with the
     provisions of Section 5(a)(ii) of the Plan and Freestanding Stock
     Appreciation Rights shall be exercisable, subject to such terms and
     conditions as shall be determined by the Committee in its sole discretion
     at or after the time of grant, from time to time, to the extent that Stock
     Options are exercisable in accordance with the provisions of Section
     5(a)(ii) of the Plan. A Related Stock Appreciation Right granted in
     connection with an Incentive Stock Option may be exercised only if and when
     the Fair Market Value of the Stock subject to the Incentive Stock Option
     exceeds the option price of such Stock Option.
 
          (iii) Method of Exercise. Stock Appreciation Rights shall be exercised
     by a Participant by giving written notice of exercise delivered in person





                                     12



     or by mail as required by the terms of any agreement evidencing the Stock
     Appreciation Right at the Company's principal executive office, specifying
     the number of shares of Stock in respect of which the Stock Appreciation
     Right is being exercised. If requested by the Committee, the Participant
     shall deliver to the Company the agreement evidencing the Stock
     Appreciation Right being exercised and, in the case of a Related Stock
     Appreciation Right, the Stock Option Agreement evidencing any related Stock
     Option, for notation thereon of such exercise and return thereafter of such
     agreements to the Participant.
 
          (iv) Amount Payable. Upon the exercise of a Related Stock Appreciation
     Right, an Optionee shall be entitled to receive an amount in cash or shares
     of Stock equal in value to the excess of the Fair Market Value of one share
     of Stock on the date of exercise over the option price per share specified
     in the related Stock Option, multiplied by the number of shares of Stock in
     respect of which the Related Stock Appreciation Right shall have been
     exercised, with the Committee having in its sole discretion the right to
     determine the form of payment.
 
     Upon the exercise of a Freestanding Stock Appreciation Right, a Participant
     shall be entitled to receive an amount in cash or shares of Stock equal in
     value to the excess of the Fair Market Value of one share of Stock on the
     date of exercise over the price per share specified in the Freestanding
     Stock Appreciation Right, which shall be not less than 100% of the Fair
     Market Value of the Stock on the date of grant, multiplied by the number of
     shares of Stock in respect of which the Freestanding Stock Appreciation
     Right shall have been exercised, with the Committee having in its sole
     discretion the right to determine the form of payment.
 
     (b) Terms and Conditions. Stock Appreciation Rights granted 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.
 
          (i) Term of Stock Appreciation Rights. The term of a Related Stock
     Appreciation Right shall be the same as the term of the related Stock
     Option. A Related Stock Appreciation Right or applicable portion thereof
     shall terminate and no longer be exercisable upon the exercise,
     termination, cancellation or surrender of the related Stock Option, except
     that, unless otherwise provided by the Committee in its sole discretion at
     or after the time of grant, a Related Stock Appreciation Right granted with
     respect to less than the full number of shares of Stock covered by a
     related Stock Option shall terminate and no longer be exercisable if and to
     the extent that the number of shares of Stock covered by the exercise,
     termination, cancellation or surrender of the related Stock Option exceeds
     the number of shares of Stock not covered by the Related Stock Appreciation
 
                                     13


     Right.
 
     The term of each Freestanding Stock Appreciation Right shall be fixed by
     the Committee, but no Freestanding Stock Appreciation Right shall be
     exercisable more than ten years after the date such right is granted.
 
          (ii) Transferability of Stock Appreciation Rights. Stock Appreciation
     Rights shall be transferable only when and to the extent that a Stock
     Option would be transferable under Section 5(b) (iii) of the Plan.
 
          (iii) Termination of Employment. In the event of the termination of
     employment of an Optionee holding a Related Stock Appreciation Right, such
     right shall be exercisable to the same extent that the related Stock Option
     is exercisable after such termination.
 
     In the event of the termination of employment of the holder of a
     Freestanding Stock Appreciation Right, such right shall be exercisable to
     the same extent that a Stock Option with the same terms and conditions as
     such Freestanding Stock Appreciation Right would have been exercisable in
     the event of the termination of employment of the holder of such Stock
     Option.
 
SECTION 7. LIMITED STOCK APPRECIATION RIGHTS.
 
     (a) Grant and Exercise. Limited Stock Appreciation Rights may be granted
either in conjunction with all or part of any Stock Option granted under the
Plan ("Related Limited Stock Appreciation Rights") or alone ("Freestanding
Limited Stock Appreciation Rights") and, in either case, in addition to other
Awards granted under the Plan. Participants shall enter into a Limited Stock
Appreciation Rights agreement with the Company if requested by the Committee, in
such form as the Committee shall determine.
 
          (i) Time of Grant. Related Limited Stock Appreciation Rights related
     to a Nonqualified Stock Option may be granted either at or after the time
     of the grant of such Nonqualified Stock Option. Related Limited Stock
     Appreciation Rights related to an Incentive Stock Option may be granted
     only at the time of the grant of such Incentive Stock Option. Freestanding
     Limited Stock Appreciation Rights may be granted at any time.
 
          (ii) Exercisability. Limited Stock Appreciation Rights can only be
     exercised within the sixty-day period following a Change in Control.
 
          (iii) Amount Payable. Upon the exercise of a Limited Stock
     Appreciation Right, a Participant shall be entitled to receive an amount in
     cash equal to the Change in Control Stock Appreciation (as defined in
     Section 14 of the Plan) of one share of Stock on the date of exercise,




                                     14



     multiplied by the number of shares of Stock in respect of which the Limited
     Stock Appreciation Right shall have been exercised.
 
     (b) Other Provisions. The other provisions of Section 6 of the Plan shall
apply to Limited Stock Appreciation Rights to the extent not inconsistent with
the provisions of this Section 7.
 
SECTION 8. RESTRICTED STOCK UNITS AND PERFORMANCE STOCK UNITS.
 
     (a) Grant. Awards of Restricted Stock Units or Performance Stock Units may
be granted either alone or in addition to other Awards granted under the Plan.
Each Restricted Stock Unit or Performance Stock Unit represents the right to
receive, subject to the terms and provisions of the Plan and any agreements
evidencing such Awards, one share of Stock. If the Committee in its sole
discretion so determines at the time of grant, a Participant to whom a
Restricted Stock Unit Award or Performance Stock Unit Award has been granted may
be credited with an amount equivalent to all cash dividends ("Dividend
Equivalents") that would have been paid to the holder of such Restricted Stock
Unit Award or Performance Stock Unit Award if one share of Stock for every
Restricted Stock Unit or Performance Stock Unit awarded had been issued to the
holder on the date of grant of such Restricted Stock Unit Award or Performance
Stock Unit Award. The Committee shall determine the terms and conditions of each
Restricted Stock Unit Award and Performance Stock Unit Award including, without
limitation, the number of Restricted Stock Units or Performance Stock Units to
be covered by such Award, the restricted period applicable to Restricted Stock
Unit Awards and the performance objectives applicable to Performance Stock Unit
Awards. The Committee in its sole discretion may prescribe
terms and conditions applicable to the vesting of such Restricted Stock Unit
Awards or Performance Stock Unit Awards in addition to those provided in the
Plan. The Committee shall establish such rules and guidelines governing the
crediting of Dividend Equivalents, including the timing, form of payment and
payment contingencies of Dividend Equivalents, as it may deem desirable. The
Committee in its sole discretion may at any time accelerate the time at which
the restrictions on all or any part of a Restricted Stock Unit Award lapse or
determine the performance objectives with respect to all or any part of a
Performance Stock Unit Award to have been attained; provided, however, that the
Committee shall not be entitled to exercise such discretion to the extent that
the ability to exercise such discretion would cause the Performance Stock Unit
Award to fail to qualify as other performance based compensation under Section
162(m) of the Code. Restricted Stock Unit Awards and Performance Stock Unit
Awards shall not be transferable otherwise than by will or by the laws of
descent and distribution. Shares of Stock shall be deliverable upon the vesting
of Restricted Stock Unit Awards and Performance Stock Unit Awards for no
consideration other than services rendered or, in the Committee's sole
discretion, the minimum amount of consideration other than services (such as the





                                     15


par value per share of Stock) required to be received by the Company in order to
assure compliance with applicable state law, which amount shall not exceed 10%
of the Fair Market Value of such shares of Stock on the date of issuance. Each
such Award may be evidenced by a Restricted Stock Unit Award agreement
("Restricted Stock Unit Award Agreement") or Performance Stock Unit Award
agreement ("Performance Stock Unit Award Agreement").
 
     (b) Terms and Conditions. Unless otherwise determined by the Committee in
its sole discretion:
 
          (i) a breach of any term or condition provided in the Plan, the
     Restricted Stock Unit Award Agreement or the Performance Stock Unit Award
     Agreement or established by the Committee with respect to such Restricted
     Stock Unit Award or Performance Stock Unit Award will cause a cancellation
     of the unvested portion of such Restricted Stock Unit Award or Performance
     Stock Unit Award (including any unvested Dividend Equivalents credited in
     respect thereof) and the Participant shall not be entitled to receive any
     consideration in respect of such cancellation; and
 
          (ii) subject to Section 14 of the Plan, termination of such holder's
     employment with the Company, any Subsidiary or any Related Entity prior to
     the lapsing of the applicable restriction period or attainment of
     applicable performance objectives will cause a cancellation of the unvested
     portion of such Restricted Stock Unit Award or Performance Stock Unit Award
     (including any Dividend Equivalents credited in respect thereof) and the
     Participant shall not be entitled to receive any consideration in respect
     of such cancellation.
 
     (c) Completion of Restriction Period and Attainment of Performance
Objectives. To the extent that restrictions with respect to any Restricted Stock
Unit Award lapse or performance objectives with respect to any Performance Stock
Unit Award are attained and provided that other applicable terms and conditions
have then been satisfied:
 
          (i) such of the Restricted Stock Units or Performance Stock Units as
     to which restrictions have lapsed or performance objectives have been
     attained shall become vested and the Committee shall cause to be issued and
     delivered to the Participant a stock certificate representing a number of
     shares of Stock equal to such number of Restricted Stock Units or
     Performance Stock Units, free of all restrictions, except as provided in
     Section 15(a) of the Plan; and
 
          (ii) any Dividend Equivalents credited in respect of such Restricted
     Stock Units or Performance Stock Units shall become vested to the extent
     that such Restricted Stock Units or Performance Stock Units shall have
     become vested and the Committee shall cause such Dividend Equivalents to 


                                     16



     be delivered to the Participant.
 
     Any such Restricted Stock Unit Award or Performance Stock Unit Award
(including any Dividend Equivalents credited in respect thereof) that shall not
have become vested at the end of the applicable restricted period or the period
given for the attainment of performance objectives shall expire, terminate and
be cancelled and the Participant shall not thereafter have any rights with
respect to the Restricted Stock Units or Performance Stock Units (or any
Dividend Equivalents credited in respect thereof) covered thereby.

SECTION 9. GRANT OF STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND LIMITED STOCK
           APPRECIATION RIGHTS TO NONEMPLOYEE DIRECTORS.
 
     Each Nonemployee Director who is elected or reelected as a Director on or
after May 16, 1991 at any annual or special meeting of stockholders of the
Company, shall as of the date of each such election or reelection automatically
be granted an Award consisting of (a) a Stock Option to purchase 1,500 shares of
Stock (as constituted at the time of the annual meeting of stockholders on May
16, 1991) for an option price equal to 100% of the Fair Market Value of the
Stock on the date of such election or reelection and, (b) with respect to such
number of shares of Stock, (i) a Related Stock Appreciation Right, the stock
appreciation on which shall be payable all in cash, and (ii) a Limited Stock
Appreciation Right, subject, in each case, to applicable law. The action of the
stockholders in electing or reelecting a Nonemployee Director shall constitute
the granting of the Award and the date on which the stockholders shall take such
action shall be the date of granting of such Award. All such Stock Options shall
be designated as Nonqualified Stock Options. Unless the Board shall otherwise
determine and subject to Section 14 of the Plan, a Nonemployee Director must
serve continuously as a Nonemployee Director of the Company for a period of
twelve consecutive months from the date such Award is granted before he or she
can exercise any part of such Award. Thereafter, unless the Board shall
establish a different schedule as to all, any or any class of Nonemployee
Directors, on and after the first anniversary of the date of granting the Award
and before the second anniversary, the Nonemployee Director may exercise the
Award with respect to not more than 40% of the number of shares of Stock covered
thereby, on and after the second anniversary and before the third anniversary,
the Nonemployee Director may exercise the Award with respect to not more than
70% of the number of shares of Stock covered thereby, and on and after the third
anniversary and before the expiration of the stated term of the Award, which
shall be ten years from the date of its granting, the Nonemployee Director may
at any time or from time to time exercise the Award with respect to all or any
portion of the shares of Stock covered thereby. The Related Limited Stock
Appreciation Right component of the Award shall be exercisable only as set forth
in Section 7(a)(ii) of the Plan. If a Nonemployee Director's service with the
Company terminates by reason of permanent and total disability or retirement





                                     17


from active service as a Director of the Company, any Award held by such
Nonemployee Director may be exercised for a period of five years from the date
of such termination or until the expiration of the Award, whichever is shorter,
to the extent to which the individual would on the date of exercise have been
entitled to exercise the Award if such individual had continued to serve as a
Nonemployee Director. If a Nonemployee Director's service with the Company
terminates by reason of death or under mutually satisfactory conditions, or if a
Nonemployee Director dies within the five-year period following termination by
reason of permanent and total disability or retirement from active service as a
director of the Company or within the one-year period following termination
under mutually satisfactory conditions, any Award held by such Nonemployee
Director may be exercised for a period of one year from the date of such
termination or post-termination death, as the case may be, or until the
expiration of the stated term of the Award, whichever is shorter, to the extent
to which the individual would on the date of exercise have been entitled to
exercise the Award if such individual had continued to serve as a Nonemployee
Director. All applicable provisions of the Plan not inconsistent with this
Section 9 shall apply to Awards granted to Nonemployee Directors.
 
SECTION 10. GRANT OF RESTRICTED STOCK UNITS TO NONEMPLOYEE DIRECTORS.
 
     (a) Unit Awards. Each Nonemployee Director who is first elected to the
Board after December 31, 1995 shall be awarded 3,000 Restricted Stock Units on
the date of his or her initial election.
 
     (b) Delivery of Stock. Subject to satisfaction of the applicable
vesting requirements set forth in (c) below and except as otherwise provided in
Section 14, a number of shares of Stock corresponding to the number of
Restricted Stock Units awarded to a Nonemployee Director (including those
credited under Section 10(e) below) shall be delivered to such Nonemployee
Director and transferred on the books of the Company on the first business day
of the month immediately following the termination of such Nonemployee
Director's service as a Director; provided that any fractional shares of Stock
shall be paid in cash based upon the Fair Market Value on the date such shares
would otherwise have been delivered to the Nonemployee Director or the
Nonemployee Director's beneficiary. Alternatively, in lieu of such Stock the
Nonemployee Director may elect, on or before the date of his or her termination
of service, to receive an amount in cash equal to (i) the Fair Market Value of
a share of Stock on such date, multiplied by (ii) the number of Restricted
Stock Units awarded and credited to him or her. Upon the delivery of a share of
Stock (or cash with respect to a fractional share) or the equivalent amount in
cash, as such Nonemployee Director may elect, the corresponding Restricted
Stock Unit (or fraction thereof) shall be canceled and be of no further force
or effect.
 
     (c) Vesting. Except as otherwise provided by action of the Board in this



                                     18



Section or Section 14, if the service of a Nonemployee Director terminates prior
to the completion of five consecutive Years of Service as a Director following
his or her initial election, all Restricted Stock Units awarded and credited to
such Nonemployee Director pursuant to this Section 10 shall be immediately
forfeited. As used in this Section 10, 'Year of Service as a Director' means the
period of service as a Director measured from the date of one annual meeting of
the Company's stockholders to the next annual meeting of stockholders.
Notwithstanding the foregoing, if the Nonemployee Director's service terminates
by reason of his/her death, Disability or Retirement prior to the completion of
five Years of Service as a Director following his or her initial election, the
rights of the Nonemployee Director in respect of his or her Restricted Stock
Units shall become fully and immediately vested in connection with such
Director's termination of service. In the event of the death of a Nonemployee
Director, the shares of Stock corresponding to such Director's outstanding
Restricted Stock Units, if any, shall be delivered to the beneficiary designated
by the Nonemployee Director on a form provided by the Company, or, in the
absence of such designation, to the Nonemployee Director's estate.
 
     (d) Nontransferability. Restricted Stock Units may not be assigned or
transferred, in whole or in part, either directly or by operation of law (except
in the event of a Nonemployee Director's death by will or applicable laws of
descent and distribution), including, but not by way of limitation, by
execution, levy, garnishment, attachment, pledge, bankruptcy or in any other
manner, and no such right or interest of any Nonemployee Director in the Plan
shall be subject to any obligation or liability of such Nonemployee Director.
 
     (e) Dividend Equivalents. A Nonemployee Director shall have no rights as a
stockholder of the Company with respect to any Restricted Stock Units until
shares of Stock are delivered to the Director pursuant to this Section 10. On or
as soon as practicable after each date on which dividends are paid to
stockholders with respect to Stock, the account of each Nonemployee Director
shall be credited with an additional number of Restricted Stock Units computed
pursuant to the following formula. With respect to dividends paid in cash or
property other than Stock, the number of Restricted Stock Units to be credited
to each Nonemployee Director's account shall be determined by dividing (i) the
product of (x) the amount of any cash dividend (or the value of any other
property) payable per share of Stock for the applicable dividend payment date
and (y) the number of Restricted Stock Units in such Nonemployee Director's
account on the record date for the payment of such dividend by (ii) the Fair
Market Value of a share of Stock on such record date. With respect to any stock
dividend declared, each Nonemployee Director's account shall be credited with a
number of Restricted Stock Units equal to the product of (i) the number of
Restricted Stock Units in such Nonemployee Director's account on the record date
for the payment of such dividend and (ii) any stock dividend declared on a share
of Stock.
 



                                     19


SECTION 11. PAYMENT OF ANNUAL RETAINER FEE TO NONEMPLOYEE DIRECTORS.
 
     (a) Fees Payable in Stock. Effective with respect to services rendered
after the Company's 1996 Annual Meeting of Stockholders, the annual retainer fee
payable to a Nonemployee Director for service as a Director, for service as a
member of a committee of the Board, and for service as chairperson of such a
committee during a given year (collectively, the "Annual Retainer Fee"), will be
paid in shares of the Company's Common Stock pursuant to the formula set forth
below. In the case of a Nonemployee Director first elected to the Board
following any annual meeting of shareholders, the portion of the Annual Retainer
Fee otherwise payable from the date of such election to the next annual meeting
will be paid in Stock. Fees payable to a Nonemployee Director for attendance at
meetings of the Board or any of its committees will not be paid in Common Stock.
 
     (b) Calculation of Shares Issuable. The number of whole shares of Stock
issuable in respect of a Nonemployee Director's Annual Retainer Fee for a given
year will be equal to the remainder of (i) the number of shares of Stock
determined by dividing the aggregate dollar amount of the Annual Retainer Fee by
the Fair Market Value of a share of Stock on the date of the annual meeting of
shareholders in such year (or, in the case of a Director first elected to the
Board following the annual meeting of shareholders for a given year, at the date
of such election) minus (ii) the greatest number of whole shares of Stock equal
to, but not in excess of, each Nonemployee Director's hypothetical income and
employment tax liability with respect to the Annual Retainer Fee payable
assuming that each Nonemployee Director pays Federal income tax at the highest
marginal rate in effect at such time, State and local income taxes at the
highest marginal rate in effect at such time for the locale in which the
Nonemployee Director resides and Medicare taxes at the rate in effect at such
time under Section 3101(b) of the Code. Any fractional shares resulting from the
above calculation will be settled in cash.
 
SECTION 12. AMENDMENT AND TERMINATION.
 
     The Board or the Committee may amend, alter, or discontinue the Plan, in
its sole discretion, but no amendment, alteration, or discontinuation shall be
made which would impair the rights of a Participant under any Award theretofore
granted without such Participant's consent, or which, without the approval of
the stockholders of the Company (where such approval is necessary to satisfy
applicable state law), would:
 
          (a) except as provided in Section 3 of the Plan, increase the total
     number of shares of Stock which may be issued under the Plan;
 


                                     20



          (b) except as provided in Section 3 of the Plan, decrease the option
     price of any Stock Option to less than 100% of the Fair Market Value on the
     date of the grant of the option;
 
          (c) change the class of employees eligible to participate in the Plan;
     or
 
          (d) extend (i) the period during which Stock Options may be granted or
     (ii) the maximum period of any Award under Sections 5(b)(ii) or 6(b)(i) of
     the Plan.
 
     Except as restricted herein, the Committee may amend or alter the terms and
conditions of any Award theretofore granted, and of any agreement evidencing
such Award, prospectively or retroactively, but no such amendment or alteration
shall impair the rights of any Participant under such Award or agreement without
such Participant's consent.
 
SECTION 13. UNFUNDED STATUS OF PLAN.
 
     The Plan is intended to constitute an "unfunded" plan. With respect to any
payments not yet made and due to a Participant by the Company, nothing contained
herein shall give any such Participant any rights that are greater than those of
a general unsecured creditor of the Company.
 
SECTION 14. CHANGE IN CONTROL.
 
     The following acceleration and valuation provisions shall apply in the
event of a Change in Control notwithstanding other provisions of the Plan or any
provisions of any applicable agreement to the contrary:
 
          (a) In the event of a Change in Control:
 
             (i) any Stock Appreciation Right and any Stock Option awarded under
        the Plan not previously exercisable in full shall become fully
        exercisable;
 
             (ii) the restriction period applicable to any Restricted Stock Unit
        Award shall lapse, the performance objectives applicable to any
        Performance Stock Unit Award shall be deemed attained, and any other
        restrictions or conditions applicable to any Restricted Stock Unit Award
        or Performance Stock Unit Award shall be waived and the shares of Stock
        covered thereby and all unrestricted Dividend Equivalents credited in
        respect thereof shall be deemed fully vested;
 
             (iii) (A) any Restricted Stock Unit Award and any Performance Stock

                                     21



        Unit Award granted under the Plan that has become fully vested and
        freely transferable or has not been paid in full prior to the Change in
        Control shall be cancelled in exchange for an immediate cash payment
        equal to the product of (x) the number of shares of Stock covered by
        such Restricted Stock Unit Award or Performance Stock Unit Award,
        whichever is applicable, multiplied by (y) the amount determined in
        accordance with clause (y) of subsection (e) of this Section 14, and (B)
        Dividends Equivalents credited in respect of any such Restricted Stock
        Unit Award or Performance Stock Unit Award shall be deemed fully vested
        and payable immediately upon such Change in Control; and
 
             (iv) any Participant holding an Award who is terminated by the
        Company or any Subsidiary for any reason within the two year period
        immediately following a Change in Control shall be permitted to exercise
        any Stock Option, Stock Appreciation Right or Limited Stock Appreciation
        Right after such termination of employment at any time (x) within the
        three month period commencing on the later of the date of termination of
        his or her employment or the date on which such Award would first be
        exercisable in accordance with the terms of the Plan had such
        termination not occurred or (y) until the expiration of the stated term
        of such Award, whichever period is shorter.
 
          (b) For purposes of the Plan, "Change in Control" shall mean a Change
     in Control of the Company, which shall be deemed to have occurred: 
 
             (i) if any Person (as defined in this Section 14) is or becomes the
        Beneficial Owner (as defined in this Section 14) of securities of the
        Company representing 20% or more of the combined voting power of the
        Company's then outstanding securities (unless the event causing the 20%
        threshold to be crossed is an acquisition of securities directly from
        the Company);
 
             (ii) if during any period of two consecutive years beginning after 
        May 16, 1991, individuals who at the beginning of such period
        constitute the Board and any new director (other than a director
        designated by a person who has entered into an agreement with the
        Company to effect a transaction described in clause (i), (iii) or (iv)
        of this Change in Control definition) whose election or nomination for
        election was approved by a vote of at least two-thirds of the directors
        then still in office who either were directors at the beginning of the
        period or whose election or nomination for election was previously so
        approved cease for any reason to constitute a majority of the Board;
 
             (iii) upon the approval by the stockholders of the Company 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


                                     22



        the Company outstanding immediately prior thereto continuing to
        represent (either by remaining outstanding or by being converted into
        voting securities of the entity surviving such merger or consolidation),
        in combination with voting securities of the Company or such surviving
        entity held by a trustee or other fiduciary pursuant to any employee
        benefit plan of the Company or such surviving entity or of any
        Subsidiary of the Company or such surviving entity, at least 80% of the
        combined voting power of the securities of the Company or such surviving
        entity outstanding immediately after such merger or consolidation)
        if, and only if, such merger or consolidation is ultimately consummated;
        or
 
             (iv) if the stockholders of the Company approve a plan of complete
        liquidation or dissolution of the Company or an agreement for the sale
        or disposition by the Company of all or substantially all of the
        Company's assets.
 
          (c) For purposes of the definition of Change in Control, "Person"
     shall have the meaning ascribed to such term in Section 3(a)(9) of the
     Exchange Act as supplemented by Section 13(d)(3) of the Exchange Act;
     provided, however, that Person shall not include (i) the Company, any
     Subsidiary or any other Person controlled by the Company, (ii) any trustee
     or other fiduciary holding securities under any employee benefit plan of
     the Company or of any Subsidiary, or (iii) a corporation owned, directly or
     indirectly, by the stockholders of the Company in substantially the same
     proportions as their ownership of securities of the Company.
 
          (d) For purposes of the definition of Change in Control, a Person
     shall be deemed the "Beneficial Owner" of any securities which such Person,
     directly or indirectly, has the right to vote or dispose of or has
     "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange
     Act) of, including pursuant to any agreement, arrangement or understanding
     (whether or not in writing); provided, however, that: (i) a Person shall
     not be deemed the Beneficial Owner of any security as a result of an
     agreement, arrangement or understanding to vote such security (x) arising
     solely from a revocable proxy or consent given in response to a public
     proxy or consent solicitation made pursuant to, and in accordance with, the
     Exchange Act and the applicable rules and regulations thereunder or (y)
     made in connection with, or to otherwise participate in, a proxy or consent
     solicitation made, or to be made, pursuant to, and in accordance with, the
     applicable provisions of the Exchange Act and the applicable rules and
     regulations thereunder; in either case described in clause (x) or clause
     (y) above, whether or not such agreement, arrangement or understanding is
     also then reportable by such Person on Schedule 13D under the Exchange Act
     (or any comparable or successor report); and (ii) a Person engaged in
     business as an underwriter of securities shall not be deemed to be the
     Beneficial Owner of any securities acquired through such Person's
     participation in good faith in a firm commitment underwriting until the


                                     23



     expiration of forty days after the date of such acquisition.
 
          (e) For purposes of this Section 14, "Change in Control Stock
     Appreciation" with respect to any share of Stock shall mean an amount equal
     to the excess, if any, of
 
             (i) the higher of (x) the Fair Market Value of such share on the
        date the Limited Stock Appreciation Right is exercised or (y) (A) in the
        case of transactions described in clauses (i) or (iii) of the Change in
        Control definition, the highest per share price paid (below called the
        "Highest Price") for shares of Stock in the transaction constituting the
        Change in Control, (B) in the case of a transaction described in clause
        (ii) of the Change in Control definition which occurs in connection with
        a transaction described in clauses (i), (iii), or (iv) of the Change in
        Control definition, the Highest Price, (C) in the case of a transaction
        described in clause (ii) of the Change in Control definition which does
        not occur in connection with a transaction described in clauses (i),
        (iii) or (iv) of the Change in Control definition, the average of the
        daily closing prices per share of Stock of the Company on the New York
        Stock Exchange, if such shares are traded thereon, or, if not, such
        other national securities exchange on which such shares are admitted to
        trade or, if none, the National Association of Securities Dealers
        Automated Quotation System if such shares are admitted for quotation
        thereon, on the thirty consecutive trading days immediately preceding
        the Change in Control or (D) in the case of a transaction described in
        clause (iv) of the Change in Control definition, the equivalent of the
        Highest Price as determined by the Committee, over
 
             (ii) in the case of a Related Limited Stock Appreciation Right, the
        option price specified in the related Stock Option and, in the case of a
        Freestanding Limited Stock Appreciation Right, the price per share
        specified therein, which shall not be less than 100% of the Fair Market
        Value of the Stock on the date of grant; provided, however, that with
        respect to a Related Limited Stock Appreciation Right associated with a
        Stock Option which is an Incentive Stock Option immediately prior to the
        exercise of such Limited Related Stock Appreciation Right, the Change in
        Control Stock Appreciation thereon shall not exceed the maximum amount
        which will permit such Stock Option to continue to qualify as an
        Incentive Stock Option.
 
SECTION 15. GENERAL PROVISIONS.
 
     (a) The Committee may require each Optionee purchasing shares of Stock
pursuant to a Stock Option to represent to and agree with the Company in writing
that such Optionee is acquiring the shares of Stock without a view to
distribution thereof.
 

                                     24



     All certificates for shares of Stock delivered under the Plan and, to
the extent applicable, all evidences of ownership with respect to Dividend
Equivalents delivered under the Plan, shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Stock is then listed or quotation
system on which the Stock is admitted for trading 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 the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required, and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan shall
not confer upon any employee of the Company, any Subsidiary or any Related
Entity any right to continued employment with the Company, any Subsidiary or any
Related Entity, as the case may be, nor shall it interfere in any way with the
right of the Company, any Subsidiary or any Related Entity to terminate the
employment of any of its employees at any time.
 
     (c) Each Participant shall be deemed to have been granted any Award on the
date the Committee took action to grant such Award under the Plan or such later
date as the Committee in its sole discretion shall determine at the time such
grant is authorized; provided, however, that a Reload Option shall be deemed to
have been granted on the date on which is exercised the Original Option in
respect of the exercise of which such Reload Option is granted or such later
date as the Committee in its sole discretion shall determine prior to the date
on which such exercise occurs.
 
     (d) Unless the Committee otherwise determines, each Participant shall, no
later than the date as of which the value of an Award first becomes includible
in the gross income of the Participant for federal income tax purposes, pay to
the Company, or make arrangements satisfactory to the Committee regarding
payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to the Award. The obligations of the Company under the
Plan shall be conditional on such payment or arrangements and the Company (and,
where applicable, its Subsidiaries and its Related Entities) 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.
 
     A Participant (other than a Nonemployee Director) may elect to have such
tax withholding obligation satisfied, in whole or in part, by (i) authorizing
the Company to withhold from shares of Stock to be issued upon the exercise of a
Stock Option or Stock Appreciation Right or upon the vesting of any Restricted



                                     25



Stock Unit Award or Performance Stock Unit Award a number of shares of Stock
with an aggregate Fair Market Value that would satisfy the withholding amount
due, or (ii) transferring to the Company shares of Stock owned by the
Participant with an aggregate Fair Market Value that would satisfy the
withholding amount due.
 
     (e) No member of the Board or the Committee, nor any officer or employee of
the Company acting on behalf of the Board or the Committee, shall be personally
liable for any action, failure to act, determination or interpretation taken or
made in good faith with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, failure to act, determination or
interpretation.
 
     (f) The Plan is intended to satisfy the conditions of Rule 16b-3, and all
interpretations of the Plan shall, to the extent permitted by law, regulations
and rulings, be made in a manner consistent with and so as to satisfy the
conditions of Rule 16b-3. Any provision of the Plan or the application of any
provision of the Plan inconsistent with Rule 16b-3 shall be inoperative and
shall not affect the validity of the Plan.
 
     In interpreting and applying the provisions of the Plan, any Stock Option
granted as an Incentive Stock Option pursuant to the Plan shall to the extent
permitted by law, regulations and rulings be construed as, and any ambiguity
shall be resolved in favor of preserving its status as, an "incentive stock
option" within the meaning of Section 422 of the Code. Once an Incentive Stock
Option has been granted, no action by the Committee that would cause such Stock
Option to lose its status under the Code as an "incentive stock option" shall be
effective as to such Incentive Stock Option unless taken at the request of or
with the consent of the Optionee.
 
     Notwithstanding any provision to the contrary in the Plan or in any
Incentive Stock Option granted pursuant to the Plan, if any change in law or
any regulation or ruling of the Internal Revenue Service shall have the effect
of disqualifying any Stock Option granted under the Plan which is intended to
be an "incentive stock option" within the meaning of Section 422 of the Code,
the Stock Option granted shall nevertheless continue to be outstanding as and
shall be deemed to be a Nonqualified Stock Option under the Plan.
 
     (g) A Participant may elect, on or after the date of grant of any Award, to
defer receipt of all or any portion of the proceeds of such Award or any
Dividend Equivalents in connection therewith, whether in the form of cash or
shares of Stock, deliverable to such Participant upon the exercise, vesting or
payment of any such Award or Dividend Equivalents, in each case to the extent
permitted by and subject to the terms and conditions set forth in any deferral





                                     26


or similar plan or arrangement enacted by the Board or the Committee in its sole
discretion.
 
     (h) Nothing in this Plan shall be interpreted to preclude the Corporation
from granting Awards under, or paying compensation outside the parameters of,
the Plan including, without limitation, base salaries, awards under any other
plan of the Corporation or its Subsidiaries (whether or not approved by
stockholders), incentive compensation (whether or not based on the attainment of
pre-established performance objectives) or retention or other special payments,
that is not deductible for Federal, State or local income tax purposes by reason
of Section 162(m) of the Code or otherwise, should the Board or any committee
thereof (including the Committee), whichever is applicable, determine that such
action is in the best interests of the Corporation and its stockholders.
 
     (i) This Plan shall not impose any obligations on the Company to retain any
Nonemployee Director as a Director nor shall it impose any obligation on the
part of any Nonemployee Director to remain as a Director of the Company,
provided that each Nonemployee Director, by accepting each award under the Plan,
shall represent to the Company that it is his or her good faith intention to
continue to serve as a Director of the Company until its next annual meeting of
stockholders and that he or she agrees to do so unless a change in circumstances
arises.
 
SECTION 16. EFFECTIVE DATE OF PLAN.
 
     The Plan shall be effective on the date it is approved by the affirmative
vote of the holders of a majority of the shares of Stock of the Company present
in person or by proxy at the Annual Meeting of Stockholders on May 16, 1991.
 
SECTION 17. TERM OF PLAN.
 
     No Award shall be granted under the Plan on or after the tenth anniversary
of the date the Plan is approved by the Company's stockholders, provided,
however, that Awards granted prior to such tenth anniversary may extend beyond
that date; and provided, further, however, that Reload Options may be granted on
or after such tenth anniversary, but no Reload Option shall be exercisable after
any date which is later than the date on which a Stock Option granted prior to
such tenth anniversary could be exercised.
 
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