MEDICHEM LIFE SCIENCES INC
S-8, EX-4.5, 2001-01-19
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                                                                     EXHIBIT 3.5
             MediChem Life Sciences, Inc. 2000 Stock Incentive Plan
             ------------------------------------------------------

Article 1.     Establishment, Objectives and Duration
               --------------------------------------

       1.1 Establishment of the Plan. MediChem Life Sciences, Inc., a Delaware
corporation, has adopted this "MediChem Life Sciences, Inc. 2000 Stock Incentive
Plan."  Capitalized terms used herein will have the meanings given to them in
Article 2. The Plan permits the grant of Nonqualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Restricted Stock, and Performance
Shares. In addition, the Plan provides the opportunity for the deferral of the
payment of salary, bonuses and other forms of incentive compensation.

       1.2 Objectives of the Plan. The Plan's objectives are to optimize the
profitability and growth of the Company through long-term incentives that are
consistent with the Company's objectives and that link Participants' interests
to those of the Company's stockholders; to provide Participants with an
incentive for excellence in individual performance; to promote teamwork among
Participants; and to give the Company a significant advantage in attracting and
retaining officers, key employees and directors.

       1.3 Effective Date and Term of the Plan. The Plan will be effective
October 31, 2000. The Board may make Awards and issue Shares under the Plan at
any time after the Effective Date and before the termination of the Plan. No
Option that is intended to be an Incentive Stock Option may be granted under the
Plan until the Company's stockholders approve the Plan. If such stockholder
approval is not obtained within 12 months after the Board's adoption of the
Plan, then no Options may be granted under the Plan that are intended to be
Incentive Stock Option. The Plan will terminate upon the earliest of (i) the
tenth anniversary of the Effective Date, (ii) the tenth anniversary of the date
the Company's stockholders approve the Plan, or (iii) the date on which the
Company terminates the Plan in accordance with Article 13. Upon such Plan
termination, all Awards outstanding under the Plan will continue to have full
force and effect in accordance with the terms of the Award Agreement evidencing
such Award.

Article 2.     Definitions
               -----------

        Whenever used in the Plan, the following terms have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
will be capitalized:

        "Advisor" means a consultant, advisor or other independent service
provider to any of the Company Parties, or an individual who is not an Employee
but is an employee of one of the Company Parties.

        "Affiliate" means any corporation that is a parent or subsidiary
corporation (as Code Sections 424(e) and (f) define those terms) with respect to
the Company.

        "Award" means, individually or collectively, a grant under this Plan to
a Participant of Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock, or Performance Shares.

                                      -1-
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        "Award Agreement" means an agreement entered into by the Company and a
Participant setting forth the terms and provisions applicable to an Award or
Awards granted to the Participant.

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

        "Cause" will have the meaning set forth in any employment, consulting,
or other agreement between any of the Company Parties and the Participant. If
there is no employment, consulting, or other agreement between any of the
Company Parties and the Participant, or if such agreement does not define
"Cause," then "Cause" will mean the Participant's (i) conviction or plea of nolo
contendere to a felony or crime involving an act of moral turpitude, dishonesty
or misfeasance; or (ii) engaging in gross misconduct, dishonesty, or fraud that
is materially or demonstrably injurious to any of the Company Parties.

        "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

        "Committee" means, as specified in Article 3, the Compensation Committee
of the Board or such other committee as may be appointed by the Board to
administer the Plan.

        "Common Stock" means the Company's Common Stock, par value $0.01 per
share.

        "Company" means MediChem Life Sciences, Inc., a Delaware corporation,
and any successor thereto as provided in Article 15.

        "Company Parties" means, collectively and without duplication, the
Company and any of its Affiliates.

        "Designated Beneficiary" means the Person or Persons the Participant
designates (who may be designated contingently or successively) from time to
time on a signed form prescribed by the Board, filed with the Company during the
Participant's lifetime, as the beneficiary of any amounts or benefits the
Participant owns or is to receive under the Plan. Each beneficiary designation
will revoke all prior designations by the same Participant. If the Participant
has not designated a beneficiary under the Plan, or if the Participant's
Designated Beneficiary is not living on the relevant date hereunder, the Company
will treat the Participant's estate as the Designated Beneficiary.

        "Director" means any individual who is a member of the Board of
Directors.

        "Disability" will have the meaning set forth in any employment,
consulting, or other agreement between any of the Company Parties and the
Participant. If there is no employment, consulting, or other agreement between
any of the Company Parties and the Participant, or if such agreement does not
define "Disability," then "Disability" will mean (i) any permanent physical or
mental incapacity or disability rendering the Participant unable or unfit to
perform effectively the duties and obligations of the Participant's Service, or
(ii) any illness, accident, injury, physical or mental incapacity or other
disability, which condition has rendered the Participant unable or unfit to
perform effectively the duties and obligations of the Participant's

                                      -2-
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Service for a period of at least 90 days in any 12-consecutive month period, in
either case, as determined in the Board's good faith judgment.

        "Effective Date" means October 31, 2000.

        "Employee" means a person employed by the Company or an Affiliate in a
common law employee-employer relationship.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

        "Exercise Price" means the price at which a Share may be purchased by a
Participant pursuant to an Option.

        "Fair Market Value" means:

              (a) the average of the high and low trading prices of the Shares
        on the New York Stock Exchange (or, if the Shares are not traded on the
        New York Stock Exchange, on any other exchange on which they are
        traded); if the Shares are not traded on any exchange, the fair market
        value of the Shares as determined by the Board or, at the discretion of
        the Board, by an independent appraiser selected by the Board; but

              (b) notwithstanding the foregoing, for Options granted in
        connection with, and as of the date of, the initial public offering of
        the Shares, the initial public offering price of the Shares.

        "Incentive Stock Option" or "ISO" means an option to purchase Shares
granted under Article 6 that is designated as an Incentive Stock Option and that
is intended to meet the requirements of Code Section 422.

        "Nonqualified Stock Option" or "NQSO" means an option to purchase Shares
granted under Article 6 that is not intended to meet the requirements of Code
Section 422.

        "Option" means an Incentive Stock Option or a Nonqualified Stock Option,
as described in Article 6.

        "Participant" means a Person whom the Committee has selected to receive
an Award under the Plan pursuant to Section 5.2, or whom has an outstanding
Award granted under the Plan.

        "Performance-Based Exception" means the performance-based exception from
the tax deductibility limitations of Code Section 162(m) and any regulations
promulgated thereunder.

        "Performance Period" means the time period during which performance
objectives must be met in order for a Participant to earn Performance Shares
granted under Article 9.

                                      -3-
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        "Performance Share" means an Award with an initial value equal to the
Fair Market Value on the date of grant that is based on the Participant's
attainment of performance objectives, as described in Article 9.

        "Person" has the meaning ascribed to that term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group"
as defined in Section 13(d) thereof.

        "Plan" means the MediChem Life Sciences, Inc. 2000 Stock Incentive Plan,
as set forth in this document.

        "Restriction Period" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of time,
the achievement of performance objectives, or the occurrence of other events as
determined by the Committee, at its discretion), and/or the Restricted Stock is
not vested.

        "Restricted Stock" means a contingent grant of stock awarded to a
Participant pursuant to Article 8.

        "Retirement" will have the meaning set forth in any employment,
consulting, or other agreement between any of the Company Parties and the
Participant. If there is no employment, consulting, or other agreement between
any of the Company Parties and the Participant, or if such agreement does not
define "Retirement," then "Retirement" will mean the normal retirement age
specified under the Company's tax-qualified retirement plan.

        "Sale of the Company" means the sale of the Company by merger,
consolidation, sale of all or substantially all of the Company's assets or sale
of at least 50% of the Company's outstanding Common Stock, except in an offering
of Common Stock to the public.

        "Securities Act" means Securities Act of 1933, as amended from time to
time, or any successor act thereto.

        "Service" means the provision of services in the capacity of (i) an
Employee, (ii) a non-employee member of the Company's Board or the board of
directors of any of the Company Parties, or (iii) a consultant or other
independent advisor to the Company or the Company Parties.

        "Shares" means the shares of the Company underlying an Award or acquired
pursuant to an Award, which generally will be shares of Common Stock; provided
that the Plan may make Awards of, or provide for conversion of Awards or Shares
into, such additional classes of shares as may be made available under the
Company's Certificate of Incorporation from time to time.

        "Stock Appreciation Right" or "SAR" means an Award, granted alone or in
connection with a related Option, designated as an SAR pursuant to the terms of
Article 7.

                                      -4-
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Article 3.     Administration
               --------------

       3.1 Plan Administration. The Plan will be administered by the
Compensation Committee of the Board, or by any other Committee appointed by the
Board, which Committee (unless otherwise determined by the Board) will satisfy
the "outside director" provisions of Code Section 162(m), or any successor
regulation or provision. The members of the Committee will be appointed from
time to time by, and serve at the discretion of, the Board of Directors. The
Committee will act by a majority of its members at the time in office and
eligible to vote on any particular matter, and Committee action may be taken
either by a vote at a meeting or in writing without a meeting.

       3.2 Authority of the Committee. Except as limited by law and subject to
the provisions of this Plan, the Committee will have full power to: select
eligible persons to participate in the Plan; determine the sizes and types of
Awards; determine the class of the Company's Shares to which an Award relates;
determine the terms and conditions of Awards in a manner consistent with the
Plan; construe and interpret the Plan and any agreement or instrument entered
into under the Plan; establish, amend or waive rules and regulations for the
Plan's administration; and (subject to the provisions of Article 13) amend the
terms and conditions of any outstanding Award to the extent they are within the
discretion of the Committee as provided in the Plan. Further, the Committee
will make all other determinations that may be necessary or advisable to
administer the Plan. As permitted by law and consistent with Section 3.1, the
Committee may delegate some or all of its authority under the Plan.

       3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan will be final, conclusive and
binding on all persons, including, without limitation, the Company, its Board of
Directors, its stockholders, all Affiliates, Participants and their estates and
beneficiaries.

Article 4.     Shares Subject to the Plan and Maximum Awards
               ---------------------------------------------

       4.1 Number of Shares Available for Awards. Subject to adjustment as
provided below and in Section 4.3, the maximum number of Shares that may be
issued or transferred to Participants under the Plan will be 2,500,000; provided
that, beginning January 1, 2001, and effective each January 1 thereafter, the
maximum number of Shares that may be issued or transferred to Participants under
the Plan will increased by an amount equal to two and one-half percent (2.5%) of
the number of Company Shares then outstanding (on a fully-diluted basis,
counting all Shares subject to Awards under this Plan as outstanding).
Notwithstanding the foregoing, the maximum number of shares that may be issued
or transferred to Participants as Incentive Stock Options is 500,000, and the
maximum number of shares that may be issued or transferred to Participants under
Restricted Stock is 500,000. The maximum number of Shares and Share equivalent
units that may be granted during any calendar year to any one Participant under
all types of awards available under the Plan is 500,000 (on an aggregate basis);
the foregoing limit will apply whether the awards are paid in Shares or in cash.
All limits described in this Section 4.1 are subject to adjustment as provided
in Section 4.3

                                      -5-
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        4.2  Lapsed Awards.  If any Award granted under this Plan is canceled,
terminates, expires or lapses for any reason, any Shares subject to the Award
will again be available for the grant of an Award under the Plan.

        4.3  Adjustments in Authorized Shares.

             (a)  If the Shares, as currently constituted, are changed into or
        exchanged for a different number or kind of shares of stock or other
        securities of the Company or of another corporation (whether because of
        merger, consolidation, recapitalization, reclassification, split,
        reverse split, combination of shares, or otherwise) or if the number of
        Shares is increased through the payment of a stock dividend, then the
        Committee will substitute for or add to each Share previously
        appropriated, later subject to, or which may become subject to, an
        Award, the number and kind of shares of stock or other securities into
        which each outstanding Share was changed for which each such Share was
        exchanged, or to which each such Share is entitled, as the case may be.
        The Committee, in its sole discretion, also may amend outstanding Awards
        as to price and other terms, to the extent necessary to reflect the
        events described above. If there is any other change in the number or
        kind of the outstanding Shares, of any stock or other securities into
        which the outstanding Shares have been changed, or for which they have
        been exchanged, the Committee, in its sole discretion, may adjust any
        Award already granted or which may be afterward granted.

             (b)  Fractional Shares resulting from any adjustment in Awards
        pursuant to this Section may be settled in cash or otherwise as the
        Committee determines. The Company will give notice of any adjustment to
        each Participant who holds an Award that has been adjusted and the
        adjustment (whether or not such notice is given) will be effective and
        binding for all Plan purposes.

Article 5.   Eligibility and Participation
             -----------------------------

        5.1  Eligibility.  The following persons are eligible to receive Awards
under this Plan:

             (a)  any Employee;

             (b)  any Advisor; and

             (c)  any non-employee member of the Company's Board or the board
        of directors of any of the Company Parties.

        No Employee, Advisor, Director or Participant will have the right to
receive an Award under this Plan, or, having received any Award, to receive a
future Award.

        5.2  Actual Participation.  The Committee will determine, within the
limits set forth below, those eligible persons to whom it will grant Awards.
Each eligible person whom the Board has selected to receive an Award will become
a Participant in the Plan upon execution of an Award Agreement.

                                      -6-
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Article 6.   Stock Options
             -------------

        6.1  Grant of Options.  Subject to the terms and provisions of the Plan,
the Committee may grant Options to any Employee, Advisor or non-Employee
Director in the number, and upon the terms, and at any time and from time to
time, as the Committee determines.

        6.2  Award Agreement.  Each Option grant will be evidenced by an Award
Agreement that specifies the duration of the Option, the number of Shares to
which the Option pertains, the class of the Company's Common Stock to which the
Option pertains, the manner, time, and rate of exercise and/or vesting of the
Option, and such other provisions as the Committee determines.  The Award
Agreement will also specify whether the Option is intended to be an ISO or an
NQSO, and whether reload options will be granted.

        6.3  Exercise Price.  Each Option grant and Award Agreement will specify
the Exercise Price for each Share subject to an Option, which will be at least
one hundred percent (100%) of the Share's Fair Market Value on the date the
Option is granted.  If the Option is an ISO and the Employee to whom the Option
is granted is a Ten Percent Owner of the Company or an Affiliate, the Exercise
Price for each Share subject to an Option will be at least one hundred ten
percent (110%) of the Share's Fair Market Value on the date the Option is
granted.

        6.4  Duration of Options.  Each Option will expire at the time
determined by the Committee at the time of grant and specified in the Award
Agreement, but no later than the tenth anniversary of the date of its grant.

        If the Option is an ISO and the Employee to whom the Option is granted
is a Ten Percent Owner of the Company or an Affiliate, the Option will expire
upon the earlier of (i) the time specified by the Committee in the Award
Agreement, or (ii) the fifth anniversary of the date of grant.

        6.5  Dividend Equivalents.  The Committee may, but shall not be required
to, grant payments in connection with Options that are equivalent to dividends
declared and paid on the Shares underlying the Options.  Such dividend
equivalent payments may be made in cash or in Shares, upon such terms as the
Committee, in its sole discretion, deems appropriate.

        6.6  Exercise of Options.  Options will be vested and exercisable at
such times and be subject to such restrictions and conditions as the Committee
in each instance approves, which need not be the same for each Award or for each
Participant, and sets forth in the Award Agreement.

        6.7  Payment.  The holder of an Option may exercise the Option only by
delivering a written notice of exercise to the Company setting forth the number
of Shares  as to which the Option is to be exercised, together with full payment
at the Exercise Price for the Shares as to which the Option is exercised and any
withholding tax relating to the exercise of the Option.

        The Exercise Price per share of Common Stock with respect to each Option
exercise shall be payable in United States dollars, in cash by check made
payable to the Company.  If the

                                      -7-
<PAGE>

Common Stock is registered under Section 12(g) of the Securities Act, the
Participant also may pay the exercise price in one of the following forms:

          (a) in shares of Common Stock the Participant has held for a period
     sufficient to avoid a charge to the Company's earnings for financial
     reporting purposes, with such shares to be valued at the Fair Market Value
     on the date of exercise;

          (b) through a special sale and remittance procedure pursuant to which
     the Participant concurrently provides irrevocable written instructions to
     (i) a Company-designated brokerage firm to effect the immediate sale of the
     purchased shares and remit to the Company, out of the sale proceeds
     available on the settlement date, sufficient funds to cover the aggregate
     exercise price payable for the purchased shares plus all applicable
     Federal, state and local income and employment taxes required to be
     withheld by the Company by reason of such exercise, and (ii) the Company to
     deliver the certificates for the purchased shares directly to such
     brokerage firm in order to complete the sale.

Cashless exercise must meet the requirements of the Federal Reserve Board's
Regulation T and any applicable securities law restrictions.

     The Company will issue, in the name of the Participant (or, if applicable,
the legatee(s), executor(s), personal representative(s), or distributee(s) of a
deceased Participant), stock certificates representing the total number of
shares of Option Stock issuable pursuant to the exercise of any Option as soon
as reasonably practicable after such exercise.

     6.8  Restrictions on Share Transferability.  The Committee may impose such
restrictions on any Shares acquired through exercise of an Option as it deems
necessary or advisable, including, without limitation, restrictions under
applicable federal securities laws, under the requirements of any stock exchange
or market upon which the Shares are then listed and/or traded, and under any
blue sky or state securities laws applicable to the Shares.

     6.9  Termination of Service.  Each Option Award Agreement will set forth
the extent to which the Participant has the right to exercise the Option after
his or her termination of Service.  These terms will be determined by the
Committee in its sole discretion, need not be uniform among all Options, and may
reflect, among other things, distinctions based on the reasons for termination
of Service.

     6.10 Nontransferability of Options.  Except as otherwise provided in a
Participant's Award Agreement, no Option granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.  Further, except as
otherwise provided in a Participant's Award Agreement, all Options will be
exercisable during the Participant's lifetime only by the Participant or his or
her guardian or legal representative.  The Committee may, in its discretion,
require a Participant's guardian or legal representative to supply it with the
evidence the Committee deems necessary to establish the authority of the
guardian or legal representative to act on behalf of the Participant.

                                      -8-
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        6.11  Reload Options. The Committee may provide for reload options in
the Award Agreement evidencing an Option. Any reload feature will be subject to
the following requirements:

              (a) it must not be added to an already outstanding Option, but
     must be part of the Option as originally granted;

              (b) the reload must be automatic, not subject to the discretion of
     the Committee or anyone else;

              (c) it must have an Exercise Price at least equal to the Fair
     Market Value of a Share at the time of reload;

              (d) it may be granted with respect only to previously-owned Shares
     used to pay the Exercise Price of the original Option, and only if the
     Participant has owned the Shares used to pay the Exercise Price for at
     least six months

              (e) the Award Agreement that contains the reload feature must not
     permit multiple reloads (i.e., no reload Options may be granted on Shares
     acquired through reload Options) and must subject any Option granted on
     reload to a vesting period of at least six months; and

              (f) it must limit the duration of reload Options, by providing
     that an Option granted on reload expires at the same time as the initial
     Option would have.

        6.12  Limitation on Grant of Incentive Stock Options. The Committee may
grant Incentive Stock Options only to Employees. The Committee will not grant an
Option under this Plan as an incentive stock option if it would cause the
aggregate fair market value of stock with respect to which incentive options are
exercisable by the Participant for the first time during a calendar year (under
all plans of the Company and its Affiliates) to exceed $100,000.

Article 7.    Stock Appreciation Rights
              -------------------------

        7.1   Grant of SARs. Subject to the terms and conditions of the Plan,
the Committee may grant SARs to Employees, Advisors and/or non-employee
Directors at any time and from time to time, as it determines. Within the limits
of Article 4, the Committee will have sole discretion to determine the number of
SARs granted to any Employee, Advisor and/or non-employee Director and,
consistent with the provisions of the Plan, to determine the terms and
conditions pertaining to SARs. The grant price of an SAR will equal the Fair
Market Value of a Share on the date of grant of the SAR, and will be specified
in the Award Agreement.

        7.2   Exercise of SARs. SARs may be exercised upon whatever terms and
conditions the Committee, in its sole discretion, imposes and sets forth in the
Award Agreement.

        7.3   Award Agreement.  Each SAR grant will be evidenced by an Award
Agreement that specifies the grant price, the term of the SAR and such other
provisions as the  Committee determines.

                                      -9-
<PAGE>

        7.4   Term of SARs. The term of an SAR will be determined by the
Committee, in its sole discretion and set forth in the Award Agreement, but may
not exceed ten years.

        7.5   Payment of SAR Amount. Upon exercise of an SAR, a Participant will
be entitled to receive payment from the Company in an amount determined by
multiplying:

              (a) the excess (or some portion of the excess as determined at the
        time of the grant by the Committee and specified in the Award Agreement)
        if any, of the Fair Market Value on the date of exercise of the SAR over
        the grant price specified in the Award Agreement; by

              (b) the number of Shares as to which the SAR is exercised.

        At the discretion of the Participant, the payment upon SAR exercise may
be made in cash, in Shares of equivalent Fair Market Value or in some
combination of the two.

        7.6   Termination of Service. Each SAR Award Agreement will set forth
the extent to which the Participant has the right to exercise the SAR after his
or her termination of Service. These terms will be determined by the Committee
in its sole discretion, need not be uniform among all SARs issued under the
Plan, and may reflect, among other things, distinctions based on the reasons for
termination of Service.

        7.7   Nontransferability of SARs.  Except as otherwise provided in a
Participant's Award Agreement, no SAR may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.  Further, except as otherwise provided in a
Participant's Award Agreement, all SARs will be exercisable during the
Participant's lifetime only by the Participant or the Participant's guardian or
legal representative.  The Committee may, in its discretion, require a
Participant's guardian or legal representative to supply it with evidence the
Committee deems necessary to establish the authority of the guardian or legal
representative to act on behalf of the Participant.

Article 8.    Restricted Stock
              ----------------

        8.1   Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee may, at any time and from time to time, grant Restricted
Stock to Employees, Advisors, and/or non-employee Directors, in such amounts as
the Committee determines.

        8.2   Deferral of Compensation into Restricted Stock. Subject to the
terms and provisions of the Plan, the Committee may, at any time and from time
to time, allow (or require, as to bonuses) selected Employees or non-employee
Directors to defer the payment of any portion of their fees, salary and/or
annual bonuses pursuant to this section. A Participant's deferral under this
section will be credited to the Participant in the form of Shares of Restricted
Stock. The Committee will establish rules and procedures for the deferrals, as
it deems appropriate.

        In consideration for forgoing compensation, the dollar amount deferred
by an Employee or non-employee Director may be increased by twenty-five percent
(or such lesser percentage as

                                     -10-
<PAGE>

the Committee may determine) for purposes of determining the number of Shares of
Restricted Stock to grant the Participant. If a Participant's compensation is
deferred under this Section 8.2, he or she will be credited, as of the date
specified in the Award Agreement, with a number of shares of Restricted Stock
equal to the amount of the deferral (increased as described above) divided by
the Fair Market Value on that date.

     8.3  Award Agreement.  Each Restricted Stock grant will be evidenced by an
Award Agreement that specifies the Restriction Periods, the number of Shares
granted, and such other provisions as the Committee determines.

     8.4  Nontransferability.  The Restricted Stock granted herein may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distributions, until the end of
the applicable Restriction Period as specified in the Award Agreement, or upon
earlier satisfaction of any other conditions specified by the Committee in its
sole discretion and set forth in the Award Agreement.  All rights with respect
to Restricted Stock will be available during the Participant's lifetime only to
the Participant or the Participant's guardian or legal representative.  The
Committee may, in its discretion, require a Participant's guardian or legal
representative to supply it with evidence the Committee deems necessary to
establish the authority of the guardian or legal representative to act on behalf
of the Participant.

     8.5  Other Restrictions.  The Committee may impose such other conditions
and/or restrictions on any Restricted Stock as it deems advisable and sets forth
in the applicable Award Agreement including, without limitation, restrictions
based upon the achievement of specific performance objectives (Company-wide,
business unit, and/or individual), time-based restrictions on vesting following
the attainment of the performance objectives, and/or restrictions under
applicable federal or state securities laws.  The Committee may provide that
restrictions established under this Section 8.5 as to any given Award will lapse
all at once or in installments.

     The Company may retain the certificates representing Shares of Restricted
Stock in its possession until all conditions and/or restrictions applicable to
the Shares have been satisfied.

     8.6  Payment of Awards.  Except as otherwise provided in this Article 8,
Shares covered by each Restricted Stock grant will become freely transferable by
the Participant after the last day of the applicable Restriction Period.

     8.7  Voting Rights.  The applicable Award Agreement may specify that,
during the Restriction Period, Participants holding Shares of Restricted Stock
may exercise full voting rights with respect to those Shares.

     8.8  Dividends and Other Distributions. The applicable Award Agreement may
specify that, during the Restriction Period, Participants awarded Shares of
Restricted Stock thereunder will be credited with regular cash dividends paid on
those Shares.  Dividends may be paid currently, accrued as contingent cash
obligations, or converted into additional Shares of Restricted Stock, upon such
terms as the Committee establishes and sets forth in the Award Agreement.

                                      -11-
<PAGE>

        The Committee may specify in the applicable Award Agreement, any
restrictions it deems advisable to the crediting and payment of dividends and
other distributions. Without limiting the generality of the preceding sentence,
if the grant or vesting of Restricted Stock is designed to qualify for the
Performance-Based Exception, the Committee may apply any restrictions it deems
appropriate to the payment of dividends declared with respect to the Restricted
Stock, so that the dividends and/or the Restricted Stock continue to be eligible
for the Performance-Based Exception.

        8.9  Termination of Service.  Each Award Agreement will set forth the
extent to which the Participant has the right to retain unvested Restricted
Stock after his or her termination of Service. These terms will be determined by
the Committee in its sole discretion, need not be uniform among all Awards of
Restricted Stock, and may reflect, among other things, distinctions based on the
reasons for termination of Service.

Article 9.   Performance Shares
             ------------------

        9.1  Grant of Performance Shares.  Subject to the terms of the Plan, the
Committee may grant Performance Shares to Participants in such amounts and upon
such terms, and at any time and from time to time, as the Committee determines
and sets forth in an Award Agreement.

        9.2  Value of Performance Shares.  Each Performance Share will have an
initial value equal to the Fair Market Value on the date of grant. The Committee
will set performance objectives in its discretion that, depending on
the extent to which they are met, will determine the number and/or value of
Performance Shares that will be paid out to the Participant. For purposes of
this Article 9, the time period during which the performance objectives must be
met will be called a "Performance Period" and will be set by the Committee in
                      ------------------
its discretion and set forth in an Award Agreement.

        9.3  Earning of Performance Shares.  Subject to the terms of this Plan,
after the applicable Performance Period has ended, the holder of Performance
Shares will be entitled to receive payout on the number and value of Performance
Shares earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the corresponding performance objectives
have been achieved.

        9.4  Award Agreement. Each grant of Performance Shares will be evidenced
by an Award Agreement specifying the material terms and conditions of the Award
including the form of payment of earned Performance Shares, the class of Common
Stock to which the Award pertains, and such other provisions as the Committee
determines.

        9.5  Form and Timing of Payment of Performance Shares. Payment of earned
Performance Shares will be made as soon as practicable after the close of the
applicable Performance Period, in a manner determined by the Committee in its
sole discretion and set forth in an Award Agreement. The Committee will pay
earned Performance Shares in the form of cash, in Shares, or in a combination of
cash and Shares, as specified in the Award Agreement. Performance Shares may be
paid subject to any restrictions deemed appropriate by the Committee.

                                     - 12 -
<PAGE>

     9.6    Termination of Service Due to Death or Disability.  Unless
determined otherwise by the Committee and set forth in the Participant's Award
Agreement, if a Participant's Service is terminated by reason of death or
Disability during a Performance Period, the Participant will receive a prorated
payout of the Performance Shares, as specified by the Committee in its
discretion in the Award Agreement. Payment of earned Performance Shares will be
made at a time specified by the Committee in its sole discretion and set forth
in the Participant's Award Agreement.

     9.7    Termination of Service for Other Reasons.  If a Participant's
Service terminates during a Performance Period for any reason other than death
or Disability, the Participant will forfeit all Performance Shares to the
Company, unless the Participant's Award Agreement provides otherwise.

     9.8    Nontransferability.  Except as otherwise provided in a Participant's
Award Agreement, Performance Shares may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Award Agreement, a Participant's rights under the Plan will be
exercisable during the Participant's lifetime only by the Participant or
Participant's guardian or legal representative. The Committee may, in its
discretion, require a Participant's guardian or legal representative to supply
it with evidence the Committee deems necessary to establish the authority of the
guardian or legal representative to act on behalf of the Participant.

Article 10. Breach of Restrictive Covenants
            -------------------------------

     An Award Agreement may provide that, notwithstanding any other provision of
this Plan to the contrary, if the Participant breaches the non-compete, non-
solicitation or non-disclosure provisions of the Award Agreement, the
Participant will forfeit:

            (a)   any and all Awards granted or transferred to him or her under
     the Plan, including Awards that have become vested and exercisable;

            (b)   any and all Shares awarded or transferred to him or her under
     the Plan, including Awards as to which all other applicable restrictions
     have lapsed; and/or

            (c)   the profit the Participant has realized on the exercise of any
     Options, which is the difference between the Exercise Price of the Options
     and the applicable Fair Market Value of the Shares (the Participant may be
     required to repay such difference to the Company).

Article 11. Deferrals
            ---------

     The Committee may permit or require a Participant to defer receipt of cash
or Shares that would otherwise be due to him or her by virtue of an Option or
SAR exercise, the lapse or waiver of restrictions on Restricted Stock, or the
satisfaction of any requirements or objectives with respect to Performance
Shares. If any such deferral election is permitted or required, the Committee
will, in its sole discretion, establish rules and procedures for such deferrals.
Notwithstanding the foregoing, the Committee in its sole discretion may defer
payment of cash

                                     - 13 -
<PAGE>

or the delivery of Shares that would otherwise be due to a Participant under the
Plan if payment or delivery would result in the Company's or any Company
Parties' being unable to deduct compensation under Code Section 162(m). Deferral
of payment or delivery by the Committee may continue until the Company Party is
able to deduct the payment or delivery under the Code.

Article 12. Rights of Participants
            ----------------------

     Nothing in the Plan will interfere with or limit in any way the right of
any of the Company Parties to terminate any Participant's Service at any time,
or confer upon any Participant any right to continue in the Service of any of
the Company Parties.

Article 13. Amendment, Modification and Termination
            ---------------------------------------

     13.1   Amendment, Modification and Termination.  Subject to Section 13.2,
the Board may at any time and from time to time, alter, amend, modify or
terminate the Plan in whole or in part.  Subject to the terms and conditions of
the Plan, the Committee may modify, extend or renew outstanding Awards under the
Plan, or accept the surrender of outstanding Awards (to the extent not already
exercised) and grant new Awards in substitution of them (to the extent not
already exercised).  The Committee will not, however, modify any outstanding
Incentive Stock Option so as to specify a lower Exercise Price. Notwithstanding
the foregoing, no modification of an Award will, without the prior written
consent of the Participant, materially impair any rights or obligations under
any Award already granted under the Plan.

     13.2   Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events.  In recognition of unusual or nonrecurring events
(including, without limitation, the events described in Section 4.3) affecting
the Company or its financial statements, or in recognition of changes in
applicable laws, regulations, or accounting principles, and, whenever the
Committee determines that adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, the Committee may, using reasonable care, make
adjustments in the terms and conditions of, and the criteria included in,
Awards. In case of an Award designed to qualify for the Performance-Based
Exception, the Committee will take care not to make an adjustment that would
disqualify the Award.

     13.3   Compliance with Code Section 162(m).  Awards will comply with the
requirements of Code Section 162(m), unless the Committee determines that such
compliance is not desired with respect to an Award available for grant under the
Plan. In addition, if changes are made to Code Section 162(m) to permit greater
flexibility as to any Award available under the Plan, the Committee may, subject
to this Article 15, make any adjustments it deems appropriate.

Article 14. Withholding
            -----------

     14.1   Tax Withholding.  The Company will have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
(either in cash or Shares) sufficient to satisfy federal, state, and local
taxes, domestic or foreign, required by law or regulation to be withheld with
respect to any taxable event arising under this Plan. Each Award

                                     - 14 -
<PAGE>

Agreement will specify whether reload options will be granted in connection with
payment of tax withholding by tendering Shares owned by the Participant.

     14.2   Share Withholding.  With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of Awards granted hereunder,
the Company may satisfy the minimum withholding requirement for supplemental
wages, in whole or in part, by withholding Shares having a Fair Market Value
(determined on the date the Participant recognizes taxable income on the Award)
equal to the withholding tax required to be collected on the transaction.  The
Participant may elect, subject to the approval of the Committee, to deliver the
necessary funds to satisfy the withholding obligation to the Company, in which
case there will be no reduction in the Shares otherwise distributable to the
Participant.

Article 15. Successors
            ----------

     All obligations of the Company under the Plan or any Award Agreement will
be binding on any successor to the Company, whether the existence of the
successor results from a direct or indirect purchase of all or substantially all
of the Company's Shares, or a merger, consolidation, or otherwise.

Article 16. Legal Construction
            ------------------

     16.1   Number.  Except where otherwise indicated by the context, any plural
term used in this Plan includes the singular and a singular term includes the
plural.

     16.2   Severability.  If any provision of the Plan is held illegal or
invalid for any reason, the illegality or invalidity will not affect the
remaining parts of the Plan, and the Plan will be construed and enforced as if
the illegal or invalid provision had not been included.

     16.3   Requirements of Law.  The granting of Awards and the issuance of
Share and/or cash payouts under the Plan will be subject to all applicable laws,
rules, and regulations, and to any approvals by governmental agencies or
national securities exchanges as may be required.

     16.4   Securities Law Compliance.  As to  any individual who is, on the
relevant date, an officer, director or ten percent beneficial owner of any class
of the Company's equity securities that is registered pursuant to Section 12 of
the Exchange Act, all as defined under Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the Exchange Act, or any successor rule.  To the
extent any provision of the Plan or action by the Committee fails to so comply,
it will be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.

     16.5   Awards to Foreign Nationals and Employees Outside the United States.
To the extent the Committee deems it necessary, appropriate or desirable to
comply with foreign law of practice and to further the purposes of this Plan,
the Committee may, without amending the Plan, (i) establish rules applicable to
Awards granted to Participants who are foreign nationals, are employed outside
the United States, or both, including rules that differ from those set forth in
this Plan, and (ii) grant Awards to such Participants in accordance with those
rules.

                                     - 15 -
<PAGE>

     16.6   Unfunded Status of the Plan.  The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation.  With respect to any
payments or deliveries of Shares not yet made to a Participant by the Company,
the Participant's rights are no greater than those of a general creditor of the
Company.  The Committee may authorize the establishment of trusts or other
arrangements to meet the obligations created under the Plan, so long as the
arrangement does not cause the Plan to lose its legal status as an unfunded
plan.

     16.7   Governing Law.  To the extent not preempted by federal law, the Plan
and all agreements hereunder will be construed and enforced in accordance with
and governed by the laws of the State of Delaware, without giving effect to its
conflict of laws principles.

                                     - 16 -



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