1998 Stock Incentive Plan - Advanced Micro Devices Inc.


                        ADVANCED MICRO DEVICES, INC.
                          1998 STOCK INCENTIVE PLAN

1.   PURPOSE

     The purpose of this Plan is to encourage key personnel and advisors whose
long-term service is considered essential to the Company's continued progress,
to remain in the service of the Company or its Affiliates.  By means of the
Plan, the Company also seeks to attract new key employees and advisors whose
future services are necessary for the continued improvement of operations.  The
Company intends future increases in the value of securities granted under this
Plan to form part of the compensation for services to be rendered by such
persons in the future.  It is intended that this purpose will be effected
through the granting of Options and Restricted Stock.

2.   DEFINITIONS

     The terms defined in this Section 2 shall have the respective meanings set
forth herein, unless the context otherwise requires.

     (a)   'Affiliate'  The term 'Affiliate' shall mean any corporation,
partnership, joint venture or other entity in which the Company holds an equity,
profits or voting interest of thirty percent (30%) or more.

     (b)   'Board'  The term 'Board' shall mean the Company's Board of Directors
or its delegate as set forth in Section 3(d) below.

     (c)   'Change of Control'  Unless otherwise defined in a Participant's
employment agreement, the term 'Change of Control' shall be deemed to mean any
of the following events:  (i) any 'person' (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities beneficially owned by
such person any securities acquired directly from the Company or any of its
Affiliates) representing more than 20% of either the then outstanding shares of
the Common Stock of the Company or the combined voting power of the Company's
then outstanding voting securities; (ii) during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board and
any new director (other than a director designated by a person who has entered
into an agreement or arrangement with the Company to effect a transaction
described in clause (i) or (ii) of this sentence) whose appointment, election,
or nomination for election by the Company's stockholders, was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose appointment, election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board; or (iii) there is consummated a merger or
consolidation of the Company or subsidiary thereof with or into any other
corporation, other than a merger or consolidation which would result in the
holders of the voting securities of the Company outstanding immediately prior
thereto holding securities which represent immediately after such 

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merger or consolidation more than 50% of the combined voting power of the
voting securities of either the Company or the other entity which survives
such merger or consolidation or the parent of the entity which survives such
merger or consolidation; or (iv) the stockholders of the Company approve a
plan of complete liquidation of the Company or there is consummated the sale
or disposition by the Company of all or substantially all of the Company's
assets, other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at least 80% of the
combined voting power of the voting securities of which are owned by persons
in substantially the same proportions as their ownership of the Company
immediately prior to such sale. Notwithstanding the foregoing (i) unless
otherwise provided in a Participant's employment agreement, no 'Change of
Control' shall be deemed to have occurred if there is consummated any
transaction or series of integrated transactions immediately following which
the record holders of the Common Stock of the Company immediately prior to
such transaction or series of transactions continue to have substantially the
same proportionate ownership in an entity which owns all or substantially all
of the assets of the Company immediately prior to such transaction or series
of transactions and (ii) unless otherwise provided in a Participant's
employment agreement, 'Change of Control' shall exclude the acquisition of
securities representing more than 20% of either the then outstanding shares of
the Common Stock of the Company or the combined voting power of the Company's
then outstanding voting securities by the Company or any of its wholly owned
subsidiaries, or any trustee or other fiduciary holding securities of the
Company under an employee benefit plan now or hereafter established by the
Company.

     (d)   'Code'  The term 'Code' shall mean the Internal Revenue Code of 1986,
as amended to date and as it may be amended from time to time.

     (e)   'Company'  The term 'Company' shall mean Advanced Micro Devices,
Inc., a Delaware corporation.

     (f)   'Constructive Termination'  The term 'Constructive Termination' shall
mean a resignation by a Participant who has been elected by the Board as a
corporate officer of the Company due to diminution or adverse change in the
circumstances of such Participant's employment with the Company, as determined
in good faith by the Participant; including, without limitation, reporting
relationships, job description, duties, responsibilities, compensation,
perquisites, office or location of employment.  Constructive Termination shall
be communicated by written notice to the Company, and such termination shall be
deemed to occur on the date such notice is delivered to the Company.

     (g)   'Fair Market Value per Share'  The term 'Fair Market Value per Share'
shall mean as of any day (i) the closing price for Shares on the New York Stock
Exchange as reported in The Wall Street Journal on the day as of which such
determination is being made or, if there was no sale of Shares reported in The
Wall Street Journal on such day, on the most recently preceding day on which
there was such a sale, or (ii) if the Shares are not listed or admitted to
trading on the New York Stock Exchange on the day as of which the determination
is made, the amount determined by the Board or its delegate to be the fair
market value of a Share on such day.

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     (h)   'Insider'  The term 'Insider' means an officer or director of the
Company or any other person whose transactions in the Company's Common Stock are
subject to Section 16 of the Exchange Act.

     (i)   'Option'  The term 'Option' shall mean a nonstatutory stock option
granted under this Plan.

     (j)   'Participant'  The term 'Participant' shall mean any person who
holds an Option or Restricted Stock Award granted under this Plan.

     (k)   'Plan'  The term 'Plan' shall mean this Advanced Micro Devices,
Inc. 1998 Stock Incentive Plan, as amended from time to time.

     (l)   'Restricted Stock' or 'Restricted Stock Award'  The term 'Restricted
Stock' or 'Restricted Stock Award' shall mean an award of restricted Shares of
Common Stock granted under the Plan.

     (m)   'Shares'  The term 'Shares' shall mean shares of Common Stock of
the Company and any shares of stock or other securities received as a result
of the adjustments provided for in Section 9 of this Plan.

3.   ADMINISTRATION

     (a)   The Board, whose authority shall be plenary, shall administer the
Plan and may delegate part or all of its administrative powers with respect to
part or all of the Plan pursuant to Section 3(d).

     (b)   The Board or its delegate shall have the power, subject to and
within the limits of the express provisions of the Plan:

           (1)  To grant Options or Restricted Stock pursuant to the Plan.

           (2)  To determine from time to time which of the eligible persons
     shall be granted Options or Restricted Stock under the Plan, the number
     of Shares for which each Option or Restricted Stock Award shall be
     granted, the term of each granted Option and the time or times during the
     term of each Option within which all or portions of each Option may be
     exercised (which at the discretion of the Board or its delegate may be
     accelerated.)

           (3)  To prescribe the terms and provisions of each Option or
     Restricted Stock Award granted (which need not be identical) and the form
     of written instrument that shall constitute the Option or Restricted
     Stock Award agreement.

           (4)  To take appropriate action to amend any Option or Restricted
     Stock Award hereunder, including to amend the vesting schedule of any
     outstanding Option or Restricted Stock Award, provided that no such
     action adverse to a Participant's interest may be taken by the Board or
     its delegate without the written consent of the affected Participant.

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           (5)  To determine whether and under what circumstances an Option or
     Restricted Stock Award may be settled in cash or Shares.

     (c)   The Board or its delegate shall also have the power, subject to and
within the limits of the express provisions of this Plan:

           (1)  To construe and interpret the Plan and Options or Restricted
     Stock Awards granted under the Plan, and to establish, amend and revoke
     rules and regulations for administration of the Plan. The Board or its
     delegate, in the exercise of this power, shall generally determine all
     questions of policy and expediency that may arise and may correct any
     defect, omission or inconsistency in the Plan or in any Option or
     Restricted Stock Award agreement in a manner and to the extent it shall
     deem necessary or expedient to make the Plan fully effective.

           (2)  Generally, to exercise such powers and to perform such acts as
     are deemed necessary or expedient to promote the best interests of the
     Company.

     (d)   The Board may, by resolution, delegate administration of the Plan
(including, without limitation, the Board's powers under Sections 3(b) and (c)
above), under either or both of the following:

           (1)  with respect to the participation of or granting of Options or
     Restricted Stock Awards to an employee, consultant or advisor, to a
     committee of one or more members of the Board;

           (2)  with respect to matters other than the selection for
     participation in the Plan, substantive decisions concerning the timing,
     pricing, amount or other material term of an Option or Restricted Stock
     Award, to a committee of one or more members of the Board.

     (e)   The Board shall have complete discretion to determine the
composition, structure, form, term and operations of any committee established
to administer the Plan. If administration is delegated to a committee, unless
the Board otherwise provides, the committee shall have, with respect to the
administration of the Plan, all of the powers and discretion theretofore
possessed by the Board and delegable to such committee, subject to any
constraints which may be adopted by the Board from time to time and which are
not inconsistent with the provisions of the Plan. The Board at any time may
revest in the Board any of its administrative powers under the Plan.

     (f)   The determinations of the Board or its delegate shall be conclusive
and binding on all persons having any interest in this Plan or in any awards
granted hereunder.

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4.   SHARES SUBJECT TO PLAN

     Subject to the provisions of Section 10 (relating to adjustments upon
changes in capitalization), (i) the Shares which may be available for issuance
of Options under the Plan shall not exceed in the aggregate 3,700,000 Shares of
the Company's authorized Common Stock and (ii) the Shares which may be available
for issuance of Restricted Stock Awards under the Plan shall not exceed in the
aggregate 1,000,000 Shares of the Company's authorized Common Stock.  In each
case, the Shares of the Company's Common Stock may be unissued Shares or
reacquired Shares or Shares bought on the market for the purposes of issuance
under the Plan.  If any Options or Restricted Stock Awards granted under the
Plan shall for any reason be forfeited or canceled, terminate or expire, the
Shares subject to such Options or Restricted Stock Awards shall be available
again for the purposes of the Plan.  Shares which are delivered or withheld from
the Shares otherwise due on exercise of an Option shall become available for
future awards under the Plan.  Shares that have actually been issued under the
Plan upon exercise of an Option and Shares of Restricted Stock that are no
longer subject to forfeiture shall not in any event be returned to the Plan and
shall not become available for future awards under the Plan.

5.   ELIGIBILITY

     All Options issued under the Plan shall be nonqualified stock options.
Options may be granted only to full or part-time employees, officers,
consultants and advisors of the Company and/or of any Affiliate; provided that
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such consultants and advisors render bona fide services not in connection with
the offer and sale of securities in a capital-raising transaction.  Restricted
Stock Awards may be granted only to full or part-time employees of the Company.
Options awarded to Insiders may not exceed in the aggregate forty-five (45%)
percent of all Shares that are available for grant under the Plan and employees
of the Company who are not Insiders must receive at least fifty (50%) percent of
all Shares that are available for grant under the Plan.  No Insider shall be
eligible to receive a Restricted Stock Award.  Any Participant may hold more
than one Option or Restricted Stock Award at any time; provided that the maximum
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number of shares which are subject to Options or Restricted Stock Awards granted
to any individual shall not exceed in the aggregate two million (2,000,000)
Shares over the full ten-year life of the Plan.

6.   TERMS OF STOCK OPTIONS

     Each Option agreement shall be in such form and shall contain such terms
and conditions as the Board, or its delegate, from time to time shall deem
appropriate, subject to the following limitations:

     (a)   The term of any Option shall not be greater than ten (10) years and
one day from the date it was granted.

     (b)   Options may be granted at an exercise price that is not less than
the Fair Market Value per Share of the Shares at the time an Option is
granted.

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     (c)   Unless otherwise specified in the Option agreement, no Option shall
be transferable otherwise than by will, pursuant to the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the
rules thereunder.

     (d)   Except as otherwise provided in paragraph (e) of this Section 6 or
in a Participant's employment agreement, the rights of a Participant to
exercise an Option shall be limited as follows:

           (1)  DEATH OR DISABILITY:  If a Participant's service is terminated
     by death or disability, then the Participant or the Participant's estate,
     or such other person as may hold the Option, as the case may be, shall
     have the right for a period of twelve (12) months following the date of
     death or disability, or for such other period as the Board may fix, to
     exercise the Option to the extent the Participant was entitled to
     exercise such Option on the date of his death or disability, or to such
     extent as may otherwise by specified by the Board (which may so specify
     after the date of his death or disability but before expiration of the
     Option), provided the actual date of exercise is in no event after the
     expiration of the term of the Option. A Participant's estate shall mean
     his legal representative or any person who acquires the right to exercise
     an Option by reason of the Participant's death or disability.

           (2)  MISCONDUCT:  If a Participant is determined by the Board to
     have committed on act of theft, embezzlement, fraud, dishonesty, a breach
     of fiduciary duty to the Company (or Affiliate), or deliberate disregard
     of the rules of the Company (or Affiliate), or if a Participant makes any
     unauthorized disclosure of any of the trade secrets or confidential
     information of the Company (or Affiliate), engages in any conduct which
     constitutes unfair competition with the Company (or Affiliate), induces
     any customer of the Company (or Affiliate) to break any contract with the
     Company (or Affiliate), or induces any principal for whom the Company (or
     Affiliate) acts as agent to terminate such agency relationship, then,
     unless otherwise provided in a Participant's employment agreement,
     neither the Participant, the Participant's estate nor such other person
     who may then hold the Option shall be entitled to exercise any Option
     with respect to any Shares whatsoever, after termination of service,
     whether or not after termination of service the Participant may receive
     payment from the Company (or Affiliate) for vacation pay, for services
     rendered prior to termination, for services rendered for the day on which
     termination occurs, for salary in lieu of notice, or for any other
     benefits. In making such determination, the Board shall give the
     Participant an opportunity to present to the Board evidence on his
     behalf. For the purpose of this paragraph, unless otherwise provided in a
     Participant's employment agreement, termination of service shall be
     deemed to occur on the date when the Company dispatches notice or advice
     to the Participant that his service is terminated.

           (3)  TERMINATION FOR OTHER REASONS:  If a Participant's service is
     terminated for any reason other than those mentioned above under 'DEATH OR
     DISABILITY' or 'MISCONDUCT,' the Participant, the Participant's estate, or
     such other person who may then hold the Option may, within three months
     following such 

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     termination, or within such longer period as the Board may fix, exercise
     the Option to the extent such Option was exercisable by the Participant
     on the date of termination of his employment or service, or to the extent
     otherwise specified by the Board (which may so specify after the date of
     the termination but before expiration of the Option) provided the date of
     exercise is in no event after the expiration of the term of the Option.

           (4)  EVENTS NOT DEEMED TERMINATIONS:  Unless otherwise provided in a
     Participant's employment agreement, the service relationship shall not be
     considered interrupted in the case of (i) a Participant who intends to
     continue to provide services as a director, employee, consultant or advisor
     to the Company or an Affiliate; (ii) sick leave; (iii) military leave; (iv)
     any other leave of absence approved by the Board, provided such leave is
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     for a period of not more than 90 days, unless reemployment upon the
     expiration of such leave is guaranteed by contract or statute, or unless
     provided otherwise pursuant to formal policy adopted from time to time by
     the Company and issued and promulgated to employees in writing; or (v) in
     the case of transfer between locations of the Company or between the
     Company or its Affiliates.  In the case of any employee on an approved
     leave of absence, the Board may make such provisions respecting suspension
     of vesting of the Option while on leave from the employ of the Company or
     an Affiliate as it may deem appropriate, except that in no event shall an
     Option be exercised after the expiration of the term set forth in the
     Option.

     (e)   Unless otherwise provided in a Participant's employment agreement, if
any Participant's employment is terminated by the Company for any reason other
than for Misconduct or, if applicable, by Constructive Termination, within one
year after a Change of Control has occurred, then all Options held by such
Participant shall become fully vested for exercise upon the date of termination,
irrespective of the vesting provisions of the Participant's Option agreement.
For purposes of this subsection (e), the term 'Change of Control' shall have the
meaning assigned by this Plan, unless a different meaning is defined in an
individual Participant's Option agreement or employment agreement.

     (f)   Options may also contain such other provisions, which shall not be
inconsistent with any of the foregoing terms, as the Board or its delegate shall
deem appropriate.

     (g)   The Board may modify, extend or renew outstanding Options and
authorize the grant of new Options in substitution therefor; provided that any
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such action may not, without the written consent of a Participant, impair any
such Participant's rights under any Option previously granted.

7.   RESTRICTED STOCK

     A Restricted Stock Award is an offer by the Company to sell to an
eligible person Shares that are subject to restrictions.  The Board or its
delegate will determine to whom an offer will be made, the number of Shares the
person may purchase, the price to be paid, the restrictions to which the Shares
will be subject, and all other terms and conditions of the Restricted Stock
Award, subject to the following:

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     (a)   All purchases under a Restricted Stock Award made pursuant to this
Plan will be evidenced by a Restricted Stock Award that will be in such form
and contain such terms and conditions (which need not be the same for each
Participant) as the Board or its delegate will from time to time approve, and
will comply with and be subject to the terms and conditions of this Plan. The
offer of Restricted Stock will be accepted by the Participant's delivery of
full payment for the Shares to the Company upon the lapse of the restrictions
applicable thereto, or otherwise in accordance with the applicable Restricted
Stock agreement.

     (b)   The purchase price of Shares sold pursuant to a Restricted Stock
Award will be determined by the Board or its delegate on the date the
Restricted Stock Award is granted. Payment of the purchase price may be made
in accordance with Section 8 of this Plan.

     (c)   Restricted Stock Awards shall be subject to such restrictions as
the Board or its delegate may impose (the 'Restrictions'). The Restrictions
may be based upon completion of a specified period of service with the Company
(or Affiliate) or upon completion of the performance goals as set out in
advance in the Participant's individual Restricted Stock Award agreement.
Restricted Stock Awards may vary from Participant to Participant and between
groups of Participants. Prior to the grant of a Restricted Stock Award, the
Board or its delegate shall: (i) determine the nature, length and starting
date of any vesting or performance period (the 'Restriction Period') for the
Restricted Stock Award and (ii) select from among the performance factors to
be used to measure performance goals, if any. Prior to the payment of any
Restricted Stock Award, the Board or its delegate shall determine the extent
to which such Restricted Stock Award has been earned.

     (d)   If a Participant terminates service with the Company (or any
Affiliate) during a performance period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with
respect to the Restricted Stock Award only to the extent earned as of the date
of the Participant's termination of service with the Company (or any
Affiliate) in accordance with the Restricted Stock Award agreement, unless the
Board or its delegate determines otherwise.

     (e)   During the Restriction Period, the Participant will not be
permitted to sell, pledge (other than to the Company), assign or otherwise
transfer Restricted Stock awarded under this Plan. Notwithstanding the
foregoing, the Board or its delegate may adopt rules which would permit a gift
by a participant of Restricted Stock to a spouse, lineal descendant or legal
dependent or to a trust whose beneficiary or beneficiaries shall be either
such a person or persons or the participant; provided that any restrictions on
further transfer and any requirement of continued service shall continue to
apply to the Restricted Stock in the hands of the donee.

     (f)   All certificates for shares of Restricted Stock delivered under
this Plan shall be subject to such stop transfer orders and other restrictions
as the Board or its delegate may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock
exchange on which the Shares are then listed, and any applicable federal or
state securities law. The Board or its delegate may cause a legend or legends
to be placed on any such certificates to make appropriate reference to such
restrictions.

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     (g)   The Board or its delegate may adopt rules which provide that the
stock certificates evidencing shares of Restricted Stock may be held in
custody by a third party fiduciary, or that the Company may itself hold such
shares in custody until the restrictions thereon shall have lapsed and may
require, as a condition of any award, that the participant shall have
delivered a stock power endorsed in blank relating to the stock covered by
such award.

     (h)   If a Participant is determined by the Board to have committed on
act of theft, embezzlement, fraud, dishonesty, a breach of fiduciary duty to
the Company (or Affiliate), or deliberate disregard of the rules of the
Company (or Affiliate), or if a Participant makes any unauthorized disclosure
of any of the trade secrets or confidential information of the Company (or
Affiliate), engages in any conduct which constitutes unfair competition with
the Company (or Affiliate), induces any customer of the Company (or Affiliate)
to break any contract with the Company (or Affiliate), or induces any
principal for whom the Company (or Affiliate) acts as agent to terminate such
agency relationship, then, unless otherwise provided in a Participant's
employment agreement, either the Participant, the Participant's estate or such
other person who may then hold the Restricted Stock shall forfeit the
Restricted Stock, whether or not after termination of service the Participant
may receive payment from the Company (or Affiliate) for vacation pay, for
services rendered prior to termination, for services rendered for the day on
which termination occurs, for salary in lieu of notice, or for any other
benefits. In making such determination, the Board shall give the Participant
an opportunity to present to the Board evidence on his behalf. For the purpose
of this paragraph, unless otherwise provided in a Participant's employment
agreement, termination of service shall be deemed to occur on the date when
the Company dispatches notice or advice to the Participant that his service is
terminated.

     (i)   Unless otherwise provided in a Participant's employment agreement,
if any Participant's employment is terminated by the Company for any reason
other than for misconduct pursuant to Section 7(h) or, if applicable, by
Constructive Termination as defined in Section 2(f), within one year after a
Change of Control has occurred, then all Restricted Stock held by such
Participant shall become fully vested for exercise upon the date of
termination, irrespective of any other vesting provisions of the Restricted
Stock Award. For purposes of this subsection (i), the term 'Change of Control'
shall have the meaning assigned by Section 2(c) of this Plan, unless a
different meaning is defined in an individual Participant's Option agreement
or employment agreement.

8.   PAYMENT OF PURCHASE PRICE

     (a)   The consideration to be paid for the Shares to be issued upon
exercise of an Option or the grant of Restricted Stock, including the method
of payment, shall be determined by the Board or its delegate and may consist
entirely of (i) cash, (ii) certified or cashier's check, (iii) promissory
note, (iv) other Shares which (x) either have been owned by the Participant
for more than six months on the date of surrender or were not acquired,
directly or indirectly, from the Company, and (y) have a Fair Market Value per
Share on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised or the aggregate purchase
price of the Restricted Stock, (v) delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver
to the Company the amount of sale or loan proceeds required to pay the
exercise price, or (vi) any combination of the

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foregoing methods of payment. Any promissory note shall be a full recourse
promissory note having such terms as may be approved by the Board and bearing
interest at a rate sufficient to avoid imputation of income under Sections
483, 1274 or 7872 of the Code; provided that Participants who are not employees 
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or directors of the Company will not be entitled to purchase Shares with a
promissory note unless the note is adequately secured by collateral other than
the Shares; provided further, that the portion of the exercise price equal to
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the par value, if any, of the Shares must be paid in cash;

     (b)   The Company may make loans or guarantee loans made by an appropriate
financial institution to individual Participants, including Insiders, on such
terms as may be approved by the Board for the purpose of financing the exercise
of Options or the purchase of Restricted Stock granted under the Plan and the
payment of any taxes that may be due by reason of such exercise.

9.   TAX WITHHOLDING

     (a)   Where, in the opinion of counsel to the Company, the Company has or
will have an obligation to withhold federal, state or local taxes relating to
the exercise of any Option or the purchase or vesting of Restricted Stock, the
Board may in its discretion require that such tax obligation be satisfied in a
manner satisfactory to the Company.  The Company may require the payment of such
taxes before Shares are transferred to the holder of the Option or Restricted
Stock Award.

     (b)   A Participant may elect (a 'Withholding Election') to pay his minimum
statutory withholding tax obligation by the withholding of Shares from the total
number of Shares deliverable under such Option or Restricted Stock Award, or by
delivering to the Company a sufficient number of previously acquired Shares, and
may elect to have additional taxes paid by the delivery of previously acquired
Shares, in each case in accordance with rules and procedures established by the
Board.  Previously owned Shares delivered in payment for such additional taxes
must have been owned for at least six months prior to the delivery or must not
have been acquired directly or indirectly from the Company and may be subject to
such other conditions as the Board may require.  The value of Shares withheld or
delivered shall be the Fair Market Value per Share on the date the Option or
Restricted Stock becomes taxable.  All Withholding Elections are subject to the
approval of the Board and must be made in compliance with rules and procedures
established by the Board.

10.  ADJUSTMENTS OF AND CHANGES IN CAPITALIZATION

     If there is any change in the Common Stock of the Company by reason of any
stock dividend, stock split, spin-off, split up, merger, consolidation,
recapitalization, reclassification, combination or exchange of Shares, or any
other similar corporate event, then the Board shall make appropriate adjustments
to the number of Shares theretofore appropriated or thereafter subject or which
may become subject to an Option or Restricted Stock Award under the Plan.
Outstanding Options and Restricted Stock Awards shall also be automatically
converted as to price and other terms if necessary to reflect the foregoing
events.  No right to purchase fractional Shares shall result from any adjustment
in Options and Restricted Stock Awards pursuant to this Section 10.  In case of
any such adjustment, the Shares subject to the Option and Restricted 

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Stock Award shall be rounded down to the nearest whole Share. Notice of any
adjustment shall be given by the Company to each holder of any Option and
Restricted Stock Award which shall have been so adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan.

11.  PRIVILEGES OF STOCK OWNERSHIP

     No Participant will have any rights of a stockholder with respect to any
Shares until the Shares are issued to the Participant.  After Shares, including
Restricted Stock, are issued to the Participant, the Participant will be a
stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares.

12.  EXCHANGE AND BUYOUT OF AWARDS

     The Board or its delegate may, at any time or from time to time, authorize
the Company, with the consent of the respective Participants, to issue new
Options or Restricted Stock Awards in exchange for the surrender and
cancellation of any or all outstanding Options or Restricted Stock Awards to
optionees who are not Insiders.  The Board or its delegate may at any time buy
from a Participant an Option or Restricted Stock Award previously granted with
payment in cash, Shares or other consideration, based on such terms and
conditions as the Board or its delegate and the Participant may agree.

13.  EFFECTIVE DATE OF THE PLAN

     This Plan will become effective when adopted by the Board (the 'Effective
Date').

14.  AMENDMENT OF THE PLAN

     (a)   The Board at any time, and from time to time, may amend the Plan.

     (b)   Rights and obligations under any Option or Restricted Stock Award
granted before any amendment of the Plan shall not be altered or impaired by
amendment of the Plan, except with the consent of the person who holds the
Option or Restricted Stock Award, which consent may be obtained in any manner
that the Board or its delegate deems appropriate.

15.  REGISTRATION, LISTING, QUALIFICATION, APPROVAL OF STOCK AND OPTIONS AND
     RESTRICTED STOCK

     An award under this Plan will not be effective unless such award is in
compliance with all applicable federal and state securities laws, rules and
regulations of any governmental body, and the requirements of any stock exchange
or automated quotation system upon which the Shares may then be listed or
quoted, as they are in effect on the date of grant of the award and also on the
date of exercise or other issuance.  Notwithstanding any other provision in this
Plan, the Company will have no obligation to issue or deliver certificates for
Shares under this Plan prior to: (a) obtaining any approvals from governmental
agencies that the Company determines are necessary or advisable; and/or (b)
completion of any registration or other qualification of such Shares under any
state or federal law or ruling of any governmental body that the Company

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determines to be necessary or advisable. The Company will be under no
obligation to register the Shares with the Securities and Exchange Commission
or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated
quotation system, and the Company will have no liability for any inability or
failure to do so.

16.  NO RIGHT TO EMPLOYMENT

     Nothing in this Plan or in any Option or Restricted Stock Award shall be
deemed to confer on any employee any right to continue in the employ of the
Company or any Affiliate or to limit the rights of the Company or its
Affiliates, which are hereby expressly reserved, to discharge an employee at any
time, with or without cause, or to adjust the compensation of any employee.

17.  MISCELLANEOUS

     The use of any masculine pronoun or similar term is intended to be without
legal significance as to gender.

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