(a)      Option Price. Except as otherwise provided in an optionee's Nonstatutory Stock Option Agreement, the exercise price for each Option Share shall be determined by the Committee but shall not be less than the market value of the Common Stock on the date the option is granted (the "Date of Grant"); provided, however, that in connection with a merger, consolidation or reorganization of the Company or any of its Affiliates, the Committee may grant options under the Plan at an option per share less than the market value of the Common Stock on the Date of Grant if such options are granted under the Plan in exchange for, or upon conversion of, options to purchase capital stock of any other entity which is a party to such merger, consolidation or reorganization and such option price is no less than the exercise price of the options which are to be exchanged or converted (after giving effect to any adjustment to such exercise price effected in accordance with the plan of merger, consolidation or reorganization).

           (b)      Term of Option. Notwithstanding any other provision of this Plan, unless otherwise provided in an optionee's Nonstatutory Stock Option Agreement, each option granted under this Plan shall expire not more than ten years from the date the option is granted, except that under the circumstances described in Sections 4(f), 4(h) and 4(i), options may expire and terminate at an earlier date.

           (c)      Exercise of Option. Except as otherwise provided in an optionee's Nonstatutory Stock Option Agreement, each option shall be exercisable as to 20% of the total shares covered by such option as of the first anniversary of the Date of Grant, and the right to exercise with respect to an additional 20% of the total shares shall accrue on each of the four subsequent anniversaries of the Date of Grant and shall be cumulative; provided that options granted to directors of the Company shall be exercisable as to 331/3% of the total shares covered by such option as of the first anniversary of the Date of Grant, and the right to exercise with respect to an additional 331/3% of the total shares shall accrue on each of the two subsequent anniversaries of the Date of Grant and shall be cumulative. The date of grant shall be the date set forth in any option agreement as the "Date of Grant." Except as contemplated in Sections 4(f)(1) and 4(f)(2) hereof, where an optionee's service relationship with the Company and its Affiliates is terminated for any reason, no option shall give an optionee (or his successor) a right to acquire any greater number of shares than he had rights to acquire on the date of such termination. The Committee may accelerate the time at which an option may be exercised.

           (d)      Manner of Exercise. Option Shares purchased upon exercise of options shall at the time of purchase be paid for in full. The Company shall satisfy its employment tax and other tax withholding obligations by requiring the optionee (or such optionee's estate or representative) to pay the amount of employment tax and withholding tax, if any, that must be paid under federal, state and local law due to the exercise of the option. To the extent that the right to purchase shares has accrued hereunder, options may be exercised from time to time by written notice to the Company stating the full number of shares with respect to which the option is being exercised and the time of delivery thereof, which shall be at least fifteen days after the giving of such notice unless an earlier date shall have been mutually agreed upon by the optionee (or other person entitled to exercise the option) and the Company, accompanied by payment to the Company of the purchase price in full and the amount of employment tax and withholding tax due, if any, upon the exercise of the option. Such payment shall be effected (i) by certified or official bank check, (ii) by the delivery of a number of shares of Common Stock (plus cash if necessary) having a fair market value equal to the amount of such purchase price and employment or withholding tax (subject to such restrictions or procedures as the Company deems necessary to satisfy Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or (iii) by delivery of the equivalent thereof acceptable to the Company. The Company will, as soon as reasonably possible notify the optionee (or such optionee's representative) of the amount of employment tax and other withholding tax that must be paid under federal, state and local law due to the exercise of the option. At the time of delivery, the Company shall, without transfer or issue tax to the optionee (or other person entitled to exercise the option), deliver to the optionee (or to such other person) at the principal office of the Company, or such other place as shall be mutually agreed upon, a certificate or certificates for the Option Shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law.

           (e)      Assignability of Options. Options granted hereunder may be transferred by the optionee thereof to one or more transferees; provided that (i) there may be no consideration for such transfer, (ii) the optionee (or such optionee's estate or representative) shall remain obligated to satisfy all employment tax and other withholding tax obligations associated with the exercise of the options, (iii) the optionee shall notify the Company in writing that such transfer has occurred, the identity and address of the permitted transferee and the relationship of the permitted transferee to the optionee, and (iv) such transfer shall be effected pursuant to transfer documents as approved by the Company, which approval will not be unreasonably withheld. To the extent an option transferred pursuant to this Section 4(e) is not fully exercisable as of the date of transfer thereof, the optionee shall specify in the transfer document whether and to what extent the transferred options (if less than all of the options subject to the applicable Nonstatutory Stock Option Agreement) are exercisable, subject to the limitations on exercisability contained in the applicable Nonstatutory Stock Option Agreement. Any transferee may not further assign or transfer the transferred option otherwise than (i) by will or the laws of the descent and distribution or (ii) with the prior approval of the Company, which approval will not be unreasonably withheld. Following any permitted transfer, any such options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer; provided that for purposes of Section 4(h), 4(i) and 4(j) hereof the term "optionee" shall be deemed to refer also to each permitted transferee. The events of termination of relationship in Section 4(f) hereof shall continue to be applied with respect to the optionee, following which the options shall be exercisable by the transferee only to the extent, and for the periods specified in Section 4(f).

           (f)      Termination of Relationship.

           (g)      Adjustment of Options or Recapitalization. The aggregate number of shares of Common Stock for which options may be granted to persons participating under the Plan, the number of shares covered by each outstanding option, and the exercise price per share for each such option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock of the Company resulting from the subdivision or consolidation of shares, or the payment of a stock dividend, or other increase in such shares effected without receipt of consideration by the Company, provided, however, that any options to purchase fractional shares resulting from any such adjustment shall be eliminated, and provided further, that any such adjustment shall be made in a manner so as not to constitute a modification as defined in Section 424(h)(3) of the Code.

           (h)      Adjustment of Options Upon Reorganization. If the Company shall at any time participate in a reorganization and (A) the Company is not the surviving entity or (B) the Company is the surviving entity and the stockholders of Common Stock are required to exchange their shares for property and/or securities, the Company shall give each optionee written notice of such fact on or before fifteen (15) days before such reorganization, and each option shall be exercisable to the extent vested after receipt of such notice and prior to such reorganization; however, options not exercised prior to such reorganization shall expire on the occurrence of such reorganization. In lieu of the foregoing, subject to the terms and conditions of the definitive reorganization documents, optionees may elect to have their options assumed by the successor entity or replaced with a comparable option to purchase shares of the capital stock of the successor entity. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a reorganization for the foregoing purposes. Notwithstanding the foregoing, the provisions of this Section 4(h) shall be subject to Section 4(b).

           (i)      Dissolution of Company. In the event of the proposed dissolution or liquidation of the Company, the options granted hereunder shall terminate as of a date to be fixed by the Committee, provided that not less than thirty (30) days prior written notice of the date so fixed shall be given to the optionee, and the optionee shall have the right, during the period of thirty (30) days preceding such termination, to exercise his option. The foregoing notwithstanding, the provisions of this Section 4(i) shall be subject to Section 4(b) and shall be subject to Section 4(h) if the optionee receives notice under Section 4(h) at a time earlier than the notice provided for herein.

           (j)      Rights as a Stockholder. The optionee shall have no rights as a shareholder with respect to any shares of Common Stock of the Company held under option until the date of issuance of the stock certificates to him for such shares. Except as provided in Section 4(g), no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance.

           (k)      Time of Granting Options. The grant of an option shall occur only when a written option agreement substantially in the form of the Nonstatutory Stock Option Agreement, which is attached hereto marked "Exhibit A," shall have been duly executed and delivered by or on behalf of the Company and the person to whom such option shall be granted; provided, that the Date of Grant of an option shall be the date upon which the Committee approved such grant and such date shall be set forth as the Date of Grant in the Nonstatutory Stock Option Agreement.

           (l)      Stock Legend. Certificates evidencing shares of the Company's Common Stock purchased upon the exercise of options issued under the Plan shall be endorsed with a legend in substantially the following form, unless a registration statement relating to such shares has been declared effective under the Securities Act by the Securities and Exchange Commission:

           (a)      The Plan shall be administered by a Compensation Committee (the "Committee") consisting of not less than two (2) "non-employee directors" (as defined in Rule 16b-3 promulgated under the Exchange Act). The members of the Committee shall be appointed by the Board of Directors. The Board of Directors may, from time to time, remove members from or add members to the Committee. Vacancies in the Committee, however caused, shall be filled by the Board of Directors. The Committee shall select one of its members chairman and shall hold meetings at such times and places as it may determine. The Committee may appoint a secretary and, subject to the provisions of the Plan and to policies determined by the Board of Directors of the Company, may make such rules and regulations for the conduct of its business as it shall deem advisable. A majority of the Committee shall constitute a quorum. All actions of the Committee shall be taken by a majority of its members. Any action may be taken by a written instrument signed by a majority of the members, and action so taken shall be fully as effective as if it had been taken by a vote of the majority of the members at a meeting duly called and held.

           (b)      Subject to the express terms and conditions of the Plan, the Committee shall have full power to grant options under the Plan, to construe or interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for its administration.

           (c)      Subject to the provisions of Sections 3 and 4 hereof, the Committee may, from time to time, determine the persons that shall be granted options under the Plan, the number of Option Shares subject to each option and the exercise price, and the time or times at which options shall be granted and may be exercised.

           (d)      The Committee shall report to the Board of Directors the names of persons granted options, the number of Option Shares subject to, and the terms and conditions of each option.

           (e)      No member of the Board of Directors or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or to any option.

           (a)      The effective date of the Plan is May 1, 1997.

           (b)      The Plan shall terminate on the tenth anniversary of the effective date of the Plan; but the Board of Directors may terminate the Plan at any time prior thereto. Termination of the Plan shall not alter or impair, without the consent of the optionee, any of the rights or obligations of any optionee or his or her successors under any options outstanding and not exercised in full on the date of termination.

           (a)      The Company shall not be obligated to issue any Option Shares pursuant to any option granted under the Plan at any time when the offering of the shares covered by such option have not been registered under the Securities Act, and such other state and federal laws, rules or regulations as the Company deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the offering and sale of such shares.

           (b)      It is intended that the Plan and any grant of an option made to a person subject to Section 16 of the Exchange Act, meet all of the requirements of Rule 16b-3, as currently in effect or as hereunder modified or amended ("Rule 16b-3"), promulgated under the Exchange Act. If any provision of the Plan or any such option would disqualify the Plan or such option under, or would otherwise not comply with, Rule 16b-3, such provision or option shall be construed or deemed amended to conform to Rule 16b-3.

           (a)      This option is granted as of ____________________ [the date the Committee makes the grant] (sometimes hereinafter called the "Date of Grant") and will terminate and expire, to the extent not previously exercised, ten (10) years after the Date of Grant, or at such earlier time as may be specified in Sections 4 and 6 hereof.

           (b)      Except as otherwise provided in this Option Agreement, Optionee shall have the right to acquire shares under this Option Agreement as follows:

           (a)      If Optionee's service relationship with the Company (or an Affiliate) is terminated because Optionee dies or becomes disabled within the meaning of Section 105(d)(4) of the Code, this option shall continue to vest in accordance with the Plan and this option agreement for a period of twelve (12) months from the date of death or disability of Optionee, and Optionee, his estate or beneficiary shall have the right to exercise this option at any time within such twelve (12) month period (if otherwise within the term of the option). Notwithstanding the foregoing, the provisions of this Section 4(a) shall be subject to Sections 1(a) and 6 hereof, which may earlier terminate the option.

           (b)      In the event that the Optionee retires from service from the Company and its Affiliates in accordance with the Company's (or its Affiliates') retirement policies in effect from time to time, this option shall continue to vest during the lifetime of the Optionee in accordance with the terms of the Plan and this Option Agreement and may be exercised at any time during the remaining term of the option. If Optionee dies subsequent to his retirement during the term of this option, this option shall continue to vest in accordance with the Plan and this option agreement and may be exercised within twelve (12) months of Optionee's death (if otherwise within the option period), but not thereafter. Notwithstanding the foregoing, the provisions of this Section 4(b) shall be subject to Sections 1(a) and 6, which may earlier terminate the option.

           (c)      In the event that the service relationship between Optionee and the Company and its Affiliates terminates for any reason, and the provisions of Sections 4(a) and 4(b) hereof and Section 4(i) of the Plan do not apply, this option may be exercised, to the extent the option could be exercised immediately prior to such termination at any time within ninety (90) days after the date of such termination. Notwithstanding the foregoing, the provisions of this Section 4(c) shall be subject to Sections 1(a) and 6, which may earlier terminate the option.