1999 Long-Term Incentive Plan - World Wrestling Federation Entertainment Inc.


 
               World Wrestling Federation Entertainment, Inc.

                         1999 Long-Term Incentive Plan


                                   Article I

                       Purpose and Adoption of the Plan

     1.01 Purpose. The purpose of the World Wrestling Federation Entertainment,
Inc., 1999 Long-Term Incentive Plan (as the same may be amended from time to
time, the 'Plan') is to assist World Wrestling Federation Entertainment, Inc., a
Delaware corporation (the 'Company') and its Subsidiaries (as defined below) in
attracting and retaining highly competent key employees, directors, consultants
and performers and to act as an incentive in motivating selected key employees,
directors, consultants and performers of the Company and its Subsidiaries (as
defined below) to achieve long-term corporate objectives.

     1.02 Adoption and Term. The Plan has been approved by the Board of
Directors of the Company (the 'Board') and the stockholders of the Company to be
effective as of the effective date of Company's Registration Statement on Form
S-1, as filed with the Securities Exchange Commission in connection with the
initial public offering of the Company's Common Stock (the 'Effective Date').
The Plan shall remain in effect until terminated by action of the Board;
provided, however, that no Incentive Stock Option (as defined below) may be
granted hereunder after the tenth anniversary of the Effective Date and the
provisions of Articles VII and VIII with respect to performance-based awards to
'covered employees' under Section 162(m) of the Code (as defined below) shall
expire as of the fifth anniversary of the Effective Date.


                                   Article II

                                  Definitions

     For the purposes of this Plan, capitalized terms shall have the following
meanings:

     2.01 Accelerated Ownership Options shall have the meaning given to such
term in Section 6.03.

     2.02 Acquiring Corporation shall have the meaning given to such term in
Section 9.08(b).

     2.03 Award means any grant to a Participant of one or a combination of Non-
Qualified Stock Options or Incentive Stock Options described in Article VI,
Stock Appreciation Rights described in Article VI, Restricted Shares described
in Article VII and Performance Awards described in Article VIII.

     2.04 Award Agreement means a written agreement between the Company and a
Participant or a written notice from the Company to a Participant specifically
setting forth the terms and conditions of an Award granted under the Plan.

 
     2.05 Award Period means, with respect to an Award, the period of time set
forth in the Award Agreement during which specified target performance goals
must be achieved or other conditions set forth in the Award Agreement must be
satisfied.

     2.06 Beneficiary means an individual, trust or estate who or which, by a
written designation of the Participant filed with the Company or by operation of
law, succeeds to the rights and obligations of the Participant under the Plan
and an Award Agreement upon the Participant's death.

     2.07 Board shall have the meaning given to such term in Section 1.02.

     2.08 Change in Control means the first to occur of the following events
after the Effective Date: (a) the acquisition in one or more transactions, other
than from the Company, by any individual, entity or 'group' (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or
more of the combined voting power of all outstanding Company Voting Securities;
                                                                               
provided, however, that the following shall not constitute a Change in Control:
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any acquisition by (1) the Company or any of its subsidiaries, any employee
benefit plan (or related trust) sponsored or maintained by the Company or any of
its subsidiaries, or (2) any corporation with respect to which, following such
acquisition, more than 70% of the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial owners
of the Company Voting Securities immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior to such
acquisition, of the Company Voting Securities; or; (b) approval by the
stockholders of the Company of a reorganization, merger or consolidation,
unless, following such reorganization, merger or consolidation, all or
substantially all of the individuals and entities who were the beneficial owners
of the Company Voting Securities immediately prior to such reorganization,
merger or consolidation, following such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than 70% of the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors of the corporation resulting from such reorganization,
merger or consolidation in substantially the same proportion as their ownership
of the Company Voting Securities immediately prior to such reorganization,
merger or consolidation, as the case may be; or (c) the liquidation or
dissolution of the Company; (d) the sale, transfer or other disposition of all
or substantially all of the assets of the Company to one or more persons or
entities that are not, immediately prior to such sale, transfer or other
disposition, affiliates of the Company; and (e) during any period of not more
than two years, individuals who constitute the Board as of the beginning of the
period 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 (a) or (b) of this sentence) whose election by the Board 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 were directors at
such time or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority of the Board.
Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred solely as a result of any transaction as provided in subsection (a) or
(b) above following which Vincent K. McMahon and his family (as defined in
Section 267(c)(4) of the Code) retain beneficial ownership of voting securities
of, as applicable, the Company, its successor or the ultimate parent corporation
or other entity of the chain of corporations or other entities which includes
the 

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Company or its successor, representing voting power that is equal to or greater
than that of any other individual, entity or group.

     2.09 Code means the Internal Revenue Code of 1986, as amended. References
to a section of the Code include that section and any comparable section or
sections of any future legislation that amends, supplements or supersedes said
section.

     2.10 Committee means the Compensation Committee of the Board.

     2.11 Company shall have the meaning given to such term in Section 1.01.

     2.12 Common Stock means Class A Common Stock, par value $.01 per share, of
the Company.

     2.13 Company Voting Securities means the combined voting power of all
outstanding securities of the Company entitled to vote generally in the election
of directors of the Company.

     2.14 Date of Grant means the date as of which the Committee grants an
Award. If the Committee contemplates an immediate grant to a Participant, the
Date of Grant shall be the date of the Committee's action. If the Committee
contemplates a date on which the grant is to be made other than the date of the
Committee's action, the Date of Grant shall be the date so contemplated and set
forth in or determinable from the records of action of the Committee; provided,
however, that the Date of Grant shall not precede the date of the Committee's
action.

     2.15 Effective Date shall have the meaning given to such term in Section
1.02.

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

     2.17 Exercise Price means, with respect to a Stock Appreciation Right, the
amount established by the Committee in the related Award Agreement as the amount
to be subtracted from the Fair Market Value on the date of exercise in order to
determine the amount of the payment to be made to the Participant, as further
described in Section  6.01(b).

     2.18 Extraordinary Termination shall have the meaning given to such term in
Section 6.02(e).

     2.19 Fair Market Value means, as of any applicable date, the closing price
per share of the Common Stock , as of any given date, on such national
securities exchange on which the Common Stock is admitted to trade, or, if none,
on the National Association of Securities Dealers Automated Quotation System
('NASDAQ') if the Common Stock is admitted for quotation thereon; provided,
however, if there were no sales reported as of such date, Fair Market Value
shall be computed as of the last date preceding such date on which a sale was
reported; provided, further, 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 date immediately preceding such date
on which such exchange or quotation system was open for trading. In the event
the Common Stock is not admitted to trade on a securities exchange or quoted on
NASDAQ, the Fair Market Value as of any given date shall be as determined in
good faith by the Committee.

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     2.20 Incentive Stock Option means a stock option within the meaning of
Section 422 of the Code.

     2.21 Merger means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.

     2.22 Non-Qualified Stock Option means a stock option which is not an
Incentive Stock Option.

     2.23 Options means all Non-Qualified Stock Options and Incentive Stock
Options granted at any time under the Plan.

     2.24 Original Option shall have the meaning given to such term in Section
6.03.

     2.25 Participant means a person designated to receive an Award under the
Plan in accordance with Section 5.01.

     2.26 Performance Awards means Awards granted in accordance with Article
VIII.

     2.27 Permanent Disability means a physical or mental disability or
infirmity that prevents the performance of a Participant's services for the
Company and its Subsidiaries lasting (or likely to last, based on competent
medical evidence presented to the Board) for a period of six months or longer.
The Board's reasoned and good faith judgment of Permanent Disability shall be
final and shall be based on such competent medical evidence as shall be
presented to it by such Participant or by any physician or group of physicians
or other competent medical expert employed by the Participant or the Company to
advise the Board.

     2.28 Plan shall have the meaning given to such term in Section 1.01.

     2.29 Purchase Price, with respect to Options, shall have the meaning set
forth in Section 6.01(b).

     2.30 Restricted Shares means Common Stock subject to restrictions imposed
in connection with Awards granted under Article VII.

     2.31 Retirement means a Participant's retirement at or after age 65.

     2.32 Stock Appreciation Rights means Awards granted in accordance with
Article VI.

     2.33 Subsidiary means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.

     2.34 Termination of Services means the voluntary or involuntary termination
of a Participant's employment, independent contractor or other service
relationship with the Company or a Subsidiary for any reason, including death,
disability or retirement (in the case of employees). Whether entering military
or other government service shall constitute Termination of Services, or whether
a Termination of Services shall occur as a result of disability, shall be
determined in each case by the Committee in its sole discretion.

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                                  Article III

                                Administration

     3.01 Committee. The Plan shall be administered by the Committee. The
Committee shall have exclusive and final authority in each determination,
interpretation or other action affecting the Plan and its Participants. The
Committee shall have the sole discretionary authority to interpret the Plan, to
establish and modify administrative rules for the Plan, to impose such
conditions and restrictions on Awards as it determines appropriate, and to take
such steps in connection with the Plan and Awards granted hereunder as it may
deem necessary or advisable. The Committee may delegate such of its powers and
authority under the Plan as it deems appropriate to designated officers or
employees of the Company. In addition, the Board may exercise any of the
authority conferred upon the Committee hereunder. In the event of any such
delegation of authority or exercise of authority by the Board, references in the
Plan to the Committee shall be deemed to refer to the delegate of the Committee
or the Board, as the case may be.


                                  Article IV

                                   Shares

     4.01 Number of Shares Issuable. The total number of shares of Common Stock
authorized to be issued under the Plan shall be [15% of the fully diluted shares
of Common Stock] shares. The number of shares available for issuance under the
Plan shall be subject to adjustment in accordance with Section 9.08. The shares
to be offered under the Plan shall be authorized and unissued shares of Common
Stock, or issued shares of Common Stock which will have been reacquired by the
Company.

     4.02 Shares Subject to Terminated Awards. Shares of Common Stock covered by
any unexercised portions of terminated Options (including canceled Options)
granted under Article VI, shares of Common Stock forfeited as provided in
Section 7.02(a) and shares of Common Stock subject to any Award that are
otherwise surrendered by a Participant or terminated may be subject to new
Awards under the Plan. If any shares of Common Stock are withheld from those
otherwise issuable or are tendered to the Company, by attestation or otherwise,
in connection with the exercise of an Option, only the net number of shares of
Common Stock issued as a result of such exercise shall be deemed delivered for
purposes of determining the maximum number of shares available for delivery
under the Plan. Shares of Common Stock subject to Options, or portions thereof,
that have been surrendered in connection with the exercise of Stock Appreciation
Rights shall not be available for subsequent Awards under the Plan, but shares
of Common Stock issued in payment of such Stock Appreciation Rights shall not be
charged against the number of shares of Common Stock available for the grant of
Awards hereunder.



                                   Article V

                                 Participation

     5.01 Eligible Participants. Participants in the Plan shall be such key
employees, directors, consultants and performers of the Company and its
Subsidiaries as the

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Committee, in its sole discretion, may designate from time to time. The
Committee's designation of a Participant in any year shall not require the
Committee to designate such person to receive Awards in any other year. The
designation of a Participant to receive an Award under one portion of the Plan
does not require the Committee to include such Participant under other portions
of the Plan. The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the types and amounts of their
respective Awards. Subject to adjustment in accordance with Section 9.08, during
any calendar year no Participant shall be granted Awards in respect of more than
[3% of the fully diluted shares of Common Stock] shares of Common Stock (whether
through grants of Options or Stock Appreciation Rights or other Awards of Common
Stock or rights with respect thereto).


                                  Article VI

                  Stock Options and Stock Appreciation Rights

6.01 Option Awards.

       (a) Grant of Options. The Committee may grant, to such Participants as
the Committee may select, Options entitling the Participants to purchase shares
of Common Stock from the Company in such numbers, at such prices, and on such
terms and subject to such conditions, not inconsistent with the terms of the
Plan, as may be established by the Committee. The terms of any Option granted
under the Plan shall be set forth in an Award Agreement.

       (b) Purchase Price of Options. The exercise price of each share of Common
Stock which may be purchased upon exercise of any Option granted under the Plan
(the 'Purchase Price') shall be determined by the Committee; provided, however,
that, except in the case of any substituted Options described in Section
9.08(c), the Purchase Price of Incentive Stock Options shall in all cases be
equal to or greater than the Fair Market Value on the Date of Grant.

       (c) Designation of Options. Except as otherwise expressly provided in the
Plan, the Committee may designate, at the time of the grant of an Option, such
Option as an Incentive Stock Option or a Non-Qualified Stock Option; provided,
however, that an Option may be designated as an Incentive Stock Option only if
the applicable Participant is an employee of the Company or a Subsidiary on the
Date of Grant.

       (d) Special Incentive Stock Option Rules. No Participant may be granted
Incentive Stock Options under the Plan (or any other plans of the Company and
its Subsidiaries) that would result in Incentive Stock Options to purchase
shares of Common Stock with an aggregate Fair Market Value (measured on the Date
of Grant) of more than $100,000 first becoming exercisable by such Participant
in any one calendar year. Notwithstanding any other provision of the Plan to the
contrary, no Incentive Stock Option shall be granted to any person who, at the
time the Option is granted, owns stock (including stock owned by application of
the constructive ownership rules in Section 424(d) of the Code) possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary, unless at the time the Incentive Stock Option is
granted the Purchase Price is at least 110% of the Fair Market Value on the Date
of Grant of the Common Stock subject to the Incentive Stock Option and the
Incentive Stock Option by its terms is not exercisable for more than five (5)
years from the Date of Grant.

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     (e) Rights as a Stockholder. A Participant or a transferee of an Option
pursuant to Section 9.04 shall have no rights as a stockholder with respect to
the shares of Common Stock covered by an Option until that Participant or
transferee shall have become the holder of record of any such shares, and no
adjustment shall be made with respect to any such shares of Common Stock for
dividends in cash or other property or distributions of other rights on the
Common Stock for which the record date is prior to the date on which that
Participant or transferee shall have become the holder of record of any shares
covered by such Option; provided, however, that Participants are entitled to the
adjustments set forth in Section 9.08.

6.02 Stock Appreciation Rights.

     (a) Stock Appreciation Right Awards. The Committee is authorized to grant
to any Participant one or more Stock Appreciation Rights. Such Stock
Appreciation Rights may be granted either independent of or in tandem with
Options granted to the same Participant. Stock Appreciation Rights granted in
tandem with Options may be granted simultaneously with, or, in the case of Non-
Qualified Stock Options, subsequent to, the grant to such Participant of the
related Options; provided, however, that: (i) any Option covering any share of
Common Stock shall expire and not be exercisable upon the exercise of any Stock
Appreciation Right with respect to the same share, (ii) any Stock Appreciation
Right covering any share of Common Stock shall expire and not be exercisable
upon the exercise of any Option with respect to the same share, and (iii) an
Option and a Stock Appreciation Right covering the same share of Common Stock
may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right
with respect to a share of Common Stock, the Participant shall be entitled to
receive an amount equal to the excess, if any, of (A) the Fair Market Value of a
share of Common Stock on the date of exercise over (B) the Exercise Price of
such Stock Appreciation Right established in the Award Agreement, which amount
shall be payable as provided in Section 6.02(c).

     (b) Exercise Price. The Exercise Price established for any Stock
Appreciation Right granted under this Plan shall be determined by the Committee,
but in the case of Stock Appreciation Rights granted in tandem with Options
shall not be less than the Purchase Price of the related Options. Upon exercise
of Stock Appreciation Rights, the number of shares issuable upon exercise under
any related Options shall automatically be reduced by the number of shares of
Common Stock represented by such Options which are surrendered as a result of
the exercise of such Stock Appreciation Rights.

     (c) Payment of Incremental Value. Any payment that may become due from the
Company by reason of a Participant's exercise of a Stock Appreciation Right may
be paid to the Participant as determined by the Committee (i) all in cash, (ii)
all in Common Stock, or (iii) in any combination of cash and Common Stock. In
the event that all or a portion of the payment is to be made in Common Stock,
the number of shares of Common Stock to be delivered in satisfaction of such
payment shall be determined by dividing the amount of such payment or portion
thereof by the Fair Market Value on the date of exercise . No fractional share
of Common Stock shall be issued to make any payment in respect of Stock
Appreciation Rights; if any fractional share would otherwise be issuable, the
combination of cash and Common Stock payable to a Participant shall be adjusted
as directed by the Committee to avoid the issuance of any fractional share.

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6.03 Terms of Stock Options and Stock Appreciation Rights

       (a) Conditions on Exercise. An Award Agreement with respect to Options
and/or Stock Appreciation Rights may contain such waiting periods, exercise
dates and restrictions on exercise (including, but not limited to, periodic
installments) as may be determined by the Committee at the time of grant.

       (b) Duration of Options and Stock Appreciation Rights. Options and Stock
Appreciation Rights shall terminate after the first to occur of the following
events:

              (i)   Expiration of the Option or Stock Appreciation Right as
       provided in the related Award Agreement; or

              (ii)  Termination of the Award as provided in Section 6.03(e)
       following the Participant's Termination of Services; or

              (iii) Ten years from the Date of Grant.

       (c) Acceleration of Exercise Time. The Committee, in its sole discretion,
shall have the right (but shall not in any case be obligated), exercisable at
any time after the Date of Grant, to permit the exercise of any Option or Stock
Appreciation Right prior to the time such Option or Stock Appreciation Right
would otherwise become exercisable under the terms of the related Award
Agreement.

       (d) Extension of Exercise Time. In addition to the extensions permitted
under Section 6.03(e) in the event of Termination of Services, the Committee, in
its sole discretion, shall have the right (but shall not in any case be
obligated), exercisable on or at any time after the Date of Grant, to permit the
exercise of any Option or Stock Appreciation Right after its expiration date
described in Section 6.03(e), subject, however, to the limitations described in
Sections 6.03(b)(i) and (iii).

       (e) Exercise of Options Or Stock Appreciation Rights Upon Termination of
Services.

              (i)  Extraordinary Termination. Unless otherwise provided in the
       Award Agreement or otherwise determined by the committee at the Date of
       Grant, in the event that a Participant's Termination of Services by
       reason of the Participant's death, permanent Disability or, only in the
       case of employees, Retirement (each an 'Extraordinary Termination'), any
       Options or Stock Appreciation Rights held by the Participant and then
       exercisable shall remain exercisable solely until the first to occur of
       (i) the first anniversary of the Participant's Termination of Services or
       (ii) the expiration of the term of the Option or Stock Appreciation Right
       unless the exercise period is extended by the Committee in accordance
       with Section 6.03(d). Any Options held by the Participant that are not
       exercisable at the date of the Extraordinary Termination shall terminate
       and be cancelled immediately upon such Extraordinary Termination, and any
       Options or Stock Appreciation Rights described in the preceding sentence
       that are not exercised within the period described in such sentence shall
       terminate and be cancelled upon the expiration of such period.

              (ii) Other Termination of Services. Unless otherwise provided in
       the Award Agreement or otherwise determined by the Committee at or after
       the Date of Grant, in the

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     event of a Participant's Termination of Services for any reason other than
     an Extraordinary Termination, any Options or Stock Appreciation Rights held
     by such Participant that are exercisable as of the date of such termination
     shall remain exercisable for a period of five (5) business days (or, if
     shorter, during the remaining term of the Options or Stock Appreciation
     Rights), unless the exercise period is extended by the Committee in
     accordance with Section 6.03(d). Any Options or Stock Appreciation Rights
     held by the Participant that are not exercisable at the date of the
     Participant's Termination of Services shall terminate and be cancelled
     immediately upon such termination, and any Options or Stock Appreciation
     Rights described in the preceding sentence that are not exercised within
     the period described in such sentence shall terminate and be cancelled upon
     the expiration of such period.

     6.04 Accelerated Ownership Options. With respect to any Option or any stock
option granted under the terms of one of the Prior Plans or otherwise (an
'Original Option'), the Committee may, but shall in no case be required to,
specify, at or after the time of grant of such Original Option, that, subject to
the availability of shares of Common Stock under the Plan, a Participant shall
be granted a new option (referred to as an 'Accelerated Ownership Option') in
the event (i) such Participant exercises all or a part of such Original Option
by surrendering previously acquired shares of Common Stock in full or partial
payment of the exercise price under such Original Option, and/or (ii) a
Participant's withholding tax obligation with respect to the exercise of an
Original Option is satisfied in whole or in part by the delivery of previously
acquired shares of Common Stock by the Participant to the Company or the
withholding of shares of Common Stock from the shares otherwise issuable to the
Participant upon the exercise of the Original Option. Each such Accelerated
Ownership Option shall cover a number of shares of Common Stock equal to the
number of shares of Common Stock surrendered in payment of the exercise price
under such Original Option and/or surrendered or withheld to pay withholding
taxes with respect to such Original Option. Each such Accelerated Ownership
Option shall have a Purchase Price per share of Common Stock equal to the Fair
Market Value of the Common Stock on the date of exercise of the Original Option
in respect of which the Accelerated Ownership Option was granted and shall
expire on the stated expiration date of the Original Option. An Accelerated
Ownership Option shall be exercisable at any time and from time to time from and
after the Date of Grant of such Accelerated Ownership Option, subject to such
restrictions on exercisability as may be imposed in the discretion of the
Committee. Any Accelerated Ownership Option may provide for the grant, when
exercised, of subsequent Accelerated Ownership Options to the extent and upon
such terms and conditions, consistent with this Section 6.04, as the Committee
in its sole discretion shall specify at or after the time of grant of such
Accelerated Ownership Option. An Accelerated Ownership Option shall contain such
other terms and conditions, which may include a restriction on the
transferability of the shares of Common Stock received upon exercise of the
Accelerated Ownership 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 Award Agreements evidencing the Accelerated Ownership
Options.

     6.05 Exercise Procedures. Each Option or Stock Appreciation Right granted
under the Plan shall be exercised by written notice to the Company which must be
received by the officer or employee of the Company designated in the Award
Agreement at or before the close of business on the expiration date of the
Award. The Purchase Price of shares purchased upon exercise of an Option granted
under the Plan shall be paid in full in cash by the Participant pursuant to the
Award Agreement; provided, however, that in lieu of such cash a Participant may
(if authorized by the Committee) pay the Purchase Price in whole or in part by
delivering (actually or by attestation) to the Company shares of the Common
Stock having a Fair Market Value on the date of exercise of the Option equal to
the Purchase Price for the shares being purchased; except

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that (i) any portion of the Purchase Price representing a fraction of a share
shall in any event be paid in cash and (ii) no shares of the Common Stock which
have been held for less than six months may be delivered in payment of the
Purchase Price of an Option. Payment may also be made, in the discretion of the
Committee, by (i) the delivery (including, without limitation, by fax) to the
Company or its designated agent of an executed irrevocable option exercise form
together with irrevocable instructions to a broker-dealer to sell or margin a
sufficient portion of the shares and deliver the sale or margin loan proceeds
directly to the Company to pay for the Purchase Price (ii) the issuance the
Participant to the Company of a promissory note in form and substance
satisfactory to the Committee. The date of exercise of an Option shall be
determined under procedures established by the Committee, and as of the date of
exercise the person exercising the Option shall, as between the Company and such
person, be considered for all purposes to be the owner of the shares of Common
Stock with respect to which the Option has been exercised. Any part of the
Purchase Price paid in cash upon the exercise of any Option shall be added to
the general funds of the Company and may be used for any proper corporate
purpose. Unless the Committee shall otherwise determine, any shares of Common
Stock transferred to the Company as payment of all or part of the Purchase Price
upon the exercise of any Option shall be held as treasury shares.

     6.06 Change in Control. Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all Options and
Stock Appreciation Rights outstanding on the date of such Change in Control
shall become immediately and fully exercisable. The provisions of this Section
6.06 shall not be applicable to any Options or Stock Appreciation Rights granted
to a Participant if any Change in Control results from such Participant's
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of Common Stock or Company Voting Securities.


                                  Article VII

                               Restricted Shares

     7.01 Restricted Share Awards. The Committee may grant to any Participant an
Award of such number of shares of Common Stock on such terms, conditions and
restrictions, whether based on performance standards, periods of service,
retention by the Participant of ownership of specified shares of Common Stock or
other criteria, as the Committee shall establish. With respect to performance-
based Awards of Restricted Shares intended to qualify for deductibility under
the 'performance-based' compensation exception contained in Section 162(m) of
the Code, performance targets will include specified levels of one or more of
the following (in absolute terms or relative to one or more other companies or
indices): revenues, free cash flow, return on assets, operating income, return
on investment, return on stockholders' equity, stock price appreciation,
earnings before interest, taxes, depreciation and amortization, earnings per
share and/or growth in earnings per share. The terms of any Restricted Share
Award granted under this Plan shall be set forth in an Award Agreement which
shall contain provisions determined by the Committee and not inconsistent with
this Plan.

          (a) Issuance of Restricted Shares. As soon as practicable after the
     Date of Grant of a Restricted Share Award by the Committee, the Company
     shall cause to be transferred on the books of the Company or its agent,
     shares of Common Stock, registered on behalf of the Participant, evidencing
     the Restricted Shares covered by the Award, subject to forfeiture to the
     Company as of the Date of Grant if an Award Agreement with respect to the
     Restricted Shares covered by the Award is not duly executed by the
     Participant and timely returned to the Company. All shares of Common Stock
     covered by Awards under

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     this Article VII shall be subject to the restrictions, terms and conditions
     contained in the Plan and the applicable Award Agreements entered into by
     the appropriate Participants. Until the lapse or release of all
     restrictions applicable to an Award of Restricted Shares the share
     certificates representing such Restricted Shares may be held in custody by
     the Company, its designee, or, if the certificates bear a restrictive
     legend, by the Participant. Upon the lapse or release of all restrictions
     with respect to an Award as described in Section 7.01(d), one or more share
     certificates, registered in the name of the Participant, for an appropriate
     number of shares as provided in Section 7.01(d), free of any restrictions
     set forth in the Plan and the related Award Agreement shall be delivered to
     the Participant.

          (b) Stockholder Rights. Beginning on the Date of Grant of a Restricted
     Share Award and subject to execution of the related Award Agreement as
     provided in Section 7.01(a), and except as otherwise provided in such Award
     Agreement, the Participant shall become a stockholder of the Company with
     respect to all shares subject to the Award Agreement and shall have all of
     the rights of a stockholder, including, but not limited to, the right to
     vote such shares and the right to receive dividends; provided, however,
     that any shares of Common Stock distributed as a dividend or otherwise with
     respect to any Restricted Shares as to which the restrictions have not yet
     lapsed, shall be subject to the same restrictions as such Restricted Shares
     and held or restricted as provided in Section 7.01(a).

          (c) Restriction on Transferability. None of the Restricted Shares may
     be assigned or transferred (other than by will or the laws of descent and
     distribution or to an inter vivos trust with respect to which the
     Participant is treated as the owner under Sections 671 through 677 of the
     Code), pledged or sold prior to the lapse of the restrictions applicable
     thereto.

          (d) Delivery of Shares Upon Vesting. Upon expiration or earlier
     termination of the forfeiture period without a forfeiture and the
     satisfaction of or release from any other conditions prescribed by the
     Committee, or at such earlier time as provided under the provisions of
     Section 7.03, the restrictions applicable to the Restricted Shares shall
     lapse. As promptly as administratively feasible thereafter, subject to the
     requirements of Section 9.05, the Company shall deliver to the Participant
     or, in case of the Participant's death, to the Participant's Beneficiary,
     one or more share certificates for the appropriate number of shares of
     Common Stock, free of all such restrictions, except for any restrictions
     that may be imposed by law.
     
     7.02 Terms of Restricted Shares.

          (a) Forfeiture of Restricted Shares. Subject to Sections 7.02(b) and
     7.03, Restricted Shares shall be forfeited and returned to the Company and
     all rights of the Participant with respect to such Restricted Shares shall
     terminate unless the Participant continues in the service of the Company or
     a Subsidiary until the expiration of the forfeiture period for such
     Restricted Shares and satisfies any and all other conditions set forth in
     the Award Agreement. The Committee shall determine the forfeiture period
     (which may, but need not, lapse in installments) and any other terms and
     conditions applicable with respect to any Restricted Share Award.

          (b) Waiver of Forfeiture Period. Notwithstanding anything contained in
     this Article VII to the contrary, the Committee may, in its sole
     discretion, waive the forfeiture

                                       11

 
     period and any other conditions set forth in any Award Agreement under
     appropriate circumstances (including the death, disability or Retirement of
     the Participant or a material change in circumstances arising after the
     date of an Award) and subject to such terms and conditions (including
     forfeiture of a proportionate number of the Restricted Shares) as the
     Committee shall deem appropriate.

     7.03 Change in Control. Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all
restrictions applicable to the Restricted Share Award shall terminate fully and
the Participant shall immediately have the right to the delivery of share
certificates for such shares in accordance with Section 7.01(d).


                                 Article VIII

                              Performance Awards

     8.01 Performance Awards.

          (a) Award Periods and Determinations of Awards. The Committee may
     grant Performance Awards to Participants. A Performance Award shall consist
     of the right to receive a payment (measured by the Fair Market Value of a
     specified number of shares of Common Stock, increases in such Fair Market
     Value during the Award Period and/or a fixed cash amount) contingent upon
     the extent to which certain predetermined performance targets have been met
     during an Award Period. Performance Awards may be made in conjunction with,
     or in addition to, Restricted Share Awards made under Article VII. The
     Award Period shall be two or more fiscal or calendar years or other annual
     periods as determined by the Committee. The Committee, in its discretion
     and under such terms as it deems appropriate, may permit newly eligible
     Participants, such as those who are promoted or newly hired, to receive
     Performance Awards after an Award Period has commenced.

          (b) Performance Targets. The performance targets may include such
     goals related to the performance of the Company and/or the performance of a
     Participant as may be established by the Committee in its discretion. In
     the case of Performance Awards intended to qualify for deductibility under
     the 'performance-based' compensation exception contained in Section 162(m)
     of the Code, the targets will include specified levels of one or more of
     the following (in absolute terms or relative to one or more other companies
     or indices): revenues, free cash flow, return on assets, operating income,
     return on investment, return on stockholders' equity, stock price
     appreciation, earnings before interest, taxes, depreciation and
     amortization, earnings per share and/or growth in earnings per share. The
     performance targets established by the Committee may vary for different
     Award Periods and need not be the same for each Participant receiving a
     Performance Award in an Award Period. Except to the extent inconsistent
     with the performance-based compensation exception under Section 162(m) of
     the Code, in the case of Performance Awards granted to Participants to whom
     such section is applicable, the Committee, in its discretion, but only
     under extraordinary circumstances as determined by the Committee, may
     change any prior determination of performance targets for any Award Period
     at any time prior to the final determination of the value of a related
     Performance Award when events or transactions occur to cause such
     performance targets to be an inappropriate measure of achievement.

                                       12

 
          (c) Earning Performance Awards. The Committee, on or as soon as
     practicable after the Date of Grant, shall prescribe a formula to determine
     the percentage of the applicable Performance Award to be earned based upon
     the degree of attainment of performance targets.

          (d) Payment of Earned Performance Awards. Payments of earned
     Performance Awards shall be made in cash or shares of Common Stock or a
     combination of cash and shares of Common Stock, in the discretion of the
     Committee. The Committee, in its sole discretion, may provide such terms
     and conditions with respect to the payment of earned Performance Awards as
     it may deem desirable.

     8.02 Terms of Performance Awards.

          (a) Termination of Services. Unless otherwise provided below or in
     Section 8.03, in the case of a Participant's Termination of Services prior
     to the end of an Award Period, the Participant will not have earned any
     Performance Awards for that Award Period.

          (b) Retirement. If a Participant's Termination of Services is because
     of Retirement prior to the end of an Award Period, the Participant will not
     be paid any Performance Award, unless the Committee, in its sole and
     exclusive discretion, determines that an Award should be paid. In such a
     case, the Participant shall be entitled to receive a pro-rata portion of
     his or her Award as determined under subsection (d).

          (c) Death or Disability. If a Participant's Termination of Services is
     due to death or to disability (as determined in the sole and exclusive
     discretion of the Committee) prior to the end of an Award Period, the
     Participant or the Participant's personal representative shall be entitled
     to receive a pro-rata share of his or her Award as determined under
     subsection (d).

          (d) Pro-Rata Payment. The amount of any payment to be made to a
     Participant whose Termination of Services occurs by reason of Retirement,
     death or disability (under the circumstances described in subsections (b)
     and (c)) will be the amount determined by multiplying (i) the amount of the
     Performance Award that would have been earned through the end of the Award
     Period had such services not been terminated by (ii) a fraction, the
     numerator of which is the number of whole months such Participant was
     employed during the Award Period, and the denominator of which is the total
     number of months of the Award Period. Any such payment made to a
     Participant whose services are terminated prior to the end of an Award
     Period shall be made at the end of such Award Period, unless otherwise
     determined by the Committee in its sole discretion. Any partial payment
     previously made or credited to a deferred account for the benefit of a
     Participant in accordance with Section 8.01(d) of the Plan shall be
     subtracted from the amount otherwise determined as payable as provided in
     this Section 8.02(d).

          (e) Other Events. Notwithstanding anything to the contrary in this
     Article VIII, the Committee may, in its sole and exclusive discretion,
     determine to pay all or any portion of a Performance Award to a Participant
     whose Termination of Services occurs prior to the end of an Award Period
     under certain circumstances (including the death, disability or Retirement
     of the Participant or a material change in circumstances arising after the
     Date of Grant), subject to such terms and conditions as the Committee shall
     deem appropriate.

                                       13

 
     8.03  Change in Control. Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all Performance
Awards for all Award Periods shall immediately become fully payable to all
Participants and shall be paid to Participants within thirty (30) days after
such Change in Control.


                                  Article IX

                           Other Stock-Based Awards

     9.01  Grant of Other Awards. Other stock-based Awards, valued in whole or
in part by reference to, or otherwise based on, Common Stock may be granted
either alone or in addition to or in conjunction with Awards authorized under
other provisions of the Plan; provided, however, that Stock Appreciation Rights
shall not be granted except pursuant to the provisions of Article VI hereof.
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the persons to whom and the time or times at
which such other Awards shall be made, the number of shares of Common Stock to
be granted pursuant to such Awards, and all other conditions of the Awards. Any
such Award shall be confirmed by an Award Agreement executed by the Committee
and the Participant, which Award Agreement shall contain such provisions as the
Committee determines to be necessary or appropriate to carry out the intent of
this Plan with respect to such Award.

     9.02  Terms of Other Awards. In addition to the terms and conditions
specified in the Award Agreement, Awards made pursuant to this Article IX shall
be subject to the following:

             (a) Any Common Stock subject to Awards made under this Article IX
     may not be sold, assigned, transferred, pledged or otherwise encumbered
     prior to the date on which the Common Stock is issued, or, if later, the
     date on which any applicable restriction, performance or deferral period
     lapses; and

             (b) If specified by the Committee in the Award Agreement, the
     recipient of an Award under this Article IX shall be entitled to receive,
     currently or on a deferred basis, dividends or dividend equivalents with
     respect to the Common Stock covered by the Award, and the Committee, in its
     sole discretion, may provide in the Award Agreement that such amounts be
     reinvested in additional shares of Common Stock; and

             (c) The Award Agreement with respect to any Award shall contain
     provisions dealing with the disposition of such Award in the event of a
     Termination of Services prior to the exercise, realization or payment of
     such Award, whether such termination occurs because of Retirement,
     disability, death or other reason, with such provisions to take account of
     the specific nature and purpose of the Award, as well as appropriate
     provisions regarding acceleration of exercise, realization or payment of
     such Award upon the occurrence of a Change in Control, and the Committee,
     in its sole discretion, may waive any or all of the restrictions imposed
     with respect to any Award under this Article IX.

             (d) Common Stock issued pursuant to this Article IX shall be issued
     for such consideration as the Committee shall determine in its sole
     discretion.

                                       14

 
                                   Article X

             Terms Applicable to all Awards Granted under the Plan

     10.01 Plan Provisions Control Award Terms. The terms of the Plan shall
govern all Awards granted under the Plan, and in no event shall the Committee
have the power to grant any Award under the Plan the terms of which are contrary
to any of the provisions of the Plan. In the event any provision of any Award
granted under the Plan shall conflict with any term in the Plan as constituted
on the Date of Grant of such Award, the term in the Plan as constituted on the
Date of Grant of such Award shall control.

     10.02 Award Agreement. No person shall have any rights under any Award
granted under the Plan unless and until the Company and the Participant to whom
such Award shall have been granted shall have executed and delivered an Award
Agreement or the Participant shall have received and acknowledged notice of the
Award authorized by the Committee expressly granting the Award to such person
and containing provisions setting forth the terms of the Award.

     10.03 Modification of Award After Grant. No Award granted under the Plan to
a Participant may be modified (unless such modification does not materially
decrease the value of that Award) after its Date of Grant except by express
written agreement between the Company and such Participant, provided that any
such change (a) may not be inconsistent with the terms of the Plan, and (b)
shall be approved by the Committee.

     10.04 Limitation on Transfer. Except as provided in Section 7.01(c) in the
case of Restricted Shares, a Participant's rights and interest under the Plan
may not be assigned or transferred other than by will or the laws of descent and
distribution and, during the lifetime of a Participant, only the Participant
personally (or the Participant's personal representative) may exercise rights
under the Plan. The Participant's Beneficiary may exercise the Participant's
rights to the extent they are exercisable under the Plan following the death of
the Participant. Notwithstanding the foregoing, the Committee may grant Non-
Qualified Stock Options that are transferable, without payment of consideration,
to immediate family members of the Participant, to trusts or partnerships for
such family members, or to such other parties as the Committee may approve (as
evidenced by the applicable Award Agreement or an amendment thereto), and the
Committee may also amend outstanding Non-Qualified Stock Options to provide for
such transferability. All Awards granted under the Plan, and the shares of 
Common Stock subject thereto, shall be subject to the terms and conditions of 
any lock-up agreement entered into by the Company's stockholders in connection 
with the initial public offering of the Company's stock.

     10.05 Withholding Taxes. The Company shall withhold (or secure payment from
the Participant in lieu of withholding) of the minimum required amount of any
withholding or other tax required by law to be withheld or paid by the Company
with respect to any amount payable and/or shares issuable under such
Participant's Award or with respect to any income recognized upon a
disqualifying disposition of shares received pursuant to the exercise of an
Incentive Stock Option, and the Company may defer payment of cash or issuance of
shares upon exercise or vesting of an Award unless indemnified to its
satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant at such time as the Committee determines. With the
approval of the Committee, the Participant may elect to meet his or her
withholding requirement (i) by having withheld from such Award at the
appropriate time that number of shares of Common Stock, rounded up to the next
whole share, the Fair Market Value of which is equal to the amount of
withholding taxes due, (ii) by direct payment to the Company in cash of the
minimum amount

                                       15

 
of any taxes required to be withheld with respect to such Award or (iii) by a
combination of withholding such shares and paying cash.

     10.06 Surrender of Awards. Any Award granted under the Plan may be
surrendered to the Company for cancellation on such terms as the Committee and
the Participant approve.

     10.07 Cancellation and Rescission of Awards.

     (a) Detrimental Activities. Unless the Award Agreement specifies otherwise,
the Committee may cancel, rescind, suspend, withhold or otherwise limit or
restrict any vested or unvested Options or other unexpired, unpaid, or deferred
Awards at any time if the Participant is not in compliance with all applicable
provisions of the Award Agreement and the Plan, or if the Participant engages in
any 'Detrimental Activity.' For purposes of this Section 10.07, 'Detrimental
Activity' shall mean any of the following which could have a material adverse
effect on the Company or its Subsidiaries: (i) the rendering of services for any
organization or engaging directly or indirectly in any business which is or
becomes competitive with the Company, or which organization or business, or the
rendering of services to such organization or business, is or becomes otherwise
prejudicial to or in conflict with the interests of the Company; (ii) the
disclosure to anyone outside the Company, or the use in other than the Company's
business, without prior written authorization from the Company, of any
confidential information or material relating to the business of the Company,
acquired by the Participant either during or after the service relationship with
the Company; (iii) any attempt directly or indirectly to induce any employee,
consultant or performer of the Company to be employed or perform services
elsewhere or any attempt directly or indirectly to solicit the trade or business
of any current or prospective customer, supplier or partner of the Company; or
(iv) any other conduct or act determined to be injurious, detrimental or
prejudicial to any interest of the Company.

     (b) Upon exercise, payment or delivery pursuant to an Award, the
Participant shall certify in a manner acceptable to the Company that he or she
is in compliance with the terms and conditions of the Plan. In the event a
Participant fails to comply with the provisions of paragraphs (a)(i)-(iv) of
this Section 10.07, if applicable, prior to, or during the six months after, any
exercise, payment or delivery pursuant to an Award, such exercise, payment or
delivery may be rescinded within two years thereafter. In the event of any such
rescission, the Participant shall pay to the Company the amount of any gain
realized or payment received as a result of the rescinded exercise, payment or
delivery, in such manner and on such terms and conditions as may be required,
and the Company shall be entitled to set-off against the amount of any such gain
any amount owed to the Participant by the Company.

     10.08 Adjustments to Reflect Capital Changes.

          (a) Recapitalization. The number and kind of shares subject to
     outstanding Awards, the Purchase Price or Exercise Price for such shares,
     the number and kind of shares available for Awards subsequently granted
     under the Plan and the maximum number of shares in respect of which Awards
     can be made to any Participant in any calendar year shall be appropriately
     adjusted to reflect any stock dividend, stock split, or share combination
     or any recapitalization, merger, consolidation, exchange of shares,
     liquidation or dissolution of the Company or other change in capitalization
     with a similar substantive effect upon the Plan or the Awards granted under
     the Plan. The Committee shall have the power and sole discretion to
     determine the amount of the adjustment to be made in each case.

                                       16

 
          (b) Certain Mergers. After any Merger in which the Company is not the
     surviving corporation or pursuant to which a majority of the shares which
     are of the same class as the shares that are subject to outstanding Options
     are exchanged for, or converted into, or otherwise become shares of another
     corporation, the surviving, continuing, successor or purchasing
     corporation, as the case may be (the 'Acquiring Corporation'), will either
     assume the Company's rights and obligations under outstanding Award
     Agreements or substitute awards in respect of the Acquiring Corporation's
     stock for outstanding Awards, provided, however, that if the Acquiring
     Corporation does not assume or substitute for such outstanding Awards, the
     Board shall provide prior to the Merger that any unexercisable and/or
     unvested portion of the outstanding Awards shall be immediately exercisable
     and vested as of a date prior to such Merger, as the Board so determines.
     The exercise and/or vesting of any Award that was permissible solely by
     reason of this Section 10.08 shall be conditioned upon the consummation of
     the Merger. Any Awards which are neither assumed by the Acquiring
     Corporation nor exercised as of the date of the Merger shall terminate
     effective as of the effective date of the Merger. Comparable rights shall
     accrue to each Participant in the event of successive Mergers of the
     character described above.

          (c) Options to Purchase Shares or Stock of Acquired Companies. After
     any Merger in which the Company or a Subsidiary shall be a surviving
     corporation, the Committee may grant Options or other Awards under the
     provisions of the Plan, pursuant to Section 424 of the Code or as is
     otherwise permitted under the Code, in full or partial replacement of or
     substitution for old stock options granted under a plan of another party to
     the merger whose shares of stock subject to the old options may no longer
     be issued following the Merger. The manner of application of the foregoing
     provisions to such options and any appropriate adjustments in the terms of
     such stock options shall be determined by the Committee in its sole
     discretion. Any such adjustments may provide for the elimination of any
     fractional shares which might otherwise become subject to any Options. The
     foregoing shall not be deemed to preclude the Company from assuming or
     substituting for stock options of acquired companies other than pursuant to
     this Plan. Nothing contained in this Plan shall be construed as prohibiting
     the Company from granting such replacement or substituted stock options
     outside of this Plan.

     10.09 Legal Compliance. Shares of Common Stock shall not be issued
hereunder unless the issuance and delivery of such shares shall comply with
applicable laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

     10.10 No Right to Service Relationship. No Participant or other person
shall have any claim of right to be granted an Award under the Plan. Neither the
Plan nor any action taken hereunder shall be construed as giving any Participant
any right to be retained in the service of the Company or any of its
Subsidiaries. Unless otherwise agreed by contract, the Company reserves the
right to terminate its service relationship with any person at any time and for
any reason.

     10.11 Awards Not Includable for Benefit Purposes. Payments received by a
Participant pursuant to the provisions of the Plan shall not be included in the
determination of benefits under any pension, group insurance or other benefit
plan applicable to the Participant which is maintained by the Company or any of
its Subsidiaries, except as may be provided under the terms of such plans or
determined by the Board.

                                       17

 
     10.12 Governing Law. All determinations made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Delaware, other than the
conflict of laws provisions thereof, and construed in accordance therewith.

     10.13 No Strict Construction. No rule of strict construction shall be
implied against the Company, the Committee or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

     10.14 Captions. The captions (i.e., all Section headings) used in the Plan
are for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit, characterize or affect in any way any provisions of the Plan,
and all provisions of the Plan shall be construed as if no captions had been
used in the Plan.

     10.15 Severability. Whenever possible, each provision in the Plan and every
Award at any time granted under the Plan shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of the Plan
or any Award at any time granted under the Plan shall be held to be prohibited
by or invalid under applicable law, then (a) such provision shall be deemed
amended to accomplish the objectives of the provision as originally written to
the fullest extent permitted by law and (b) all other provisions of the Plan,
such Award and every other Award at any time granted under the Plan shall remain
in full force and effect.

     10.16 Amendment and Termination.

          (a) Amendment. The Board shall have complete power and authority to
     amend the Plan at any time; provided, that no termination or amendment of
     the Plan may, without the consent of the Participant to whom any Award
     shall theretofore have been granted under the Plan, materially adversely
     affect the right of such individual under such Award; and provided further,
     that no such alteration or amendment of the Plan shall, without approval by
     the stockholders of the Company (a) increase the total number of shares of
     Common Stock which may be issued or delivered under the Plan or (b)
     increase the total number of shares which may be covered by Awards to any
     one Participant.

          (b) Termination. The Board shall have the right and the power to
     terminate the Plan at any time. No Award shall be granted under the Plan
     after the termination of the Plan, but the termination of the Plan shall
     not have any other effect and any Award outstanding at the time of the
     termination of the Plan may be exercised after termination of the Plan at
     any time prior to the expiration date of such Award to the same extent such
     Award would have been exercisable had the Plan not been terminated.


             *         *         *         *          *         *

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