DYNCORP
10.10 1999 LONG-TERM INCENTIVE STOCK PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex1010200110k.txt
<DESCRIPTION>10.10 1999 LONG-TERM INCENTIVE STOCK PLAN
<TEXT>
                                  Exhibit 10.10

                                    DynCorp
                       1999 Long-Term Incentive Stock Plan
             (Adopted March 3, 1999, amended August 22, 2000, February 21, 2001,
                      August 13, 2001, and January 2, 2002)

1.       PURPOSE.

The purposes of the DynCorp 1999 Long-Term Incentive Stock Plan (the "Plan") are
to  advance  the  interests of the Company and its shareholders by strengthening
the  ability  of  the  Company  to  attract, retain, and reward highly qualified
directors,  officers,  and other employees, to motivate them to achieve business
objectives  established  to  promote  the  long-term  growth, profitability, and
success  of the Company, and to encourage their ownership of the Common Stock of
the  Company.  The  Plan  authorizes performance-based  stock and cash incentive
compensation in the form of stock options, stock appreciation rights, restricted
stock, performance grants and awards, and other stock-based grants and awards.

2.       DEFINITIONS.

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

(a) "Adjusted  Net  Income"  means, with respect to any calendar or other fiscal
year  of  the  Company,  the  amount  reported  as  "Net  Income" in the audited
Consolidated  Income Statement of the Company and Subsidiaries for such year (as
set  forth  in  the  Company's  Annual  Report  to  Shareholders for such year),
adjusted  to  exclude  any  of  the following items: (i) extraordinary items (as
described  in  Accounting Principles Board Opinion No. 30); (ii) gains or losses
on  the  disposition of discontinued operations; (iii) the cumulative effects of
changes  in  accounting  principles;  (iv)  the  writedown of any asset; and (v)
charges for restructuring and rationalization programs.

(b) "Annual  Net  Income Per Share" means, with respect to any calendar or other
fiscal  year of the Company in respect of which a determination thereof is being
or  to  be  made,  the  Adjusted Net Income for such year divided by the average
number of shares of Common Stock outstanding during such year.

(c) "Award"  means any payment or settlement in respect of a grant made pursuant
to the Plan, whether in the form of shares of Common Stock or in cash, or in any
combination thereof.

(d)      "Board of Directors" means the Board of Directors of the Company.

(e) "Change  in  Control"  means any of the following: (i) any "person" (as such
term  is  used  in  Sections  13(d) and 14(d) of the Exchange Act), other than a
trustee  or other fiduciary holding securities under an employee benefit plan of
DynCorp or its subsidiaries, is or becomes the "beneficial owner" (as defined in
Rule  13d-3  under  the  Exchange Act), directly or indirectly, of securities of
DynCorp  representing  more  than  35% of the combined voting power of DynCorp's
then-outstanding  securities; or (ii) during any period of two consecutive years
(not including any
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period  prior  to  the  execution  of  this  Agreement),  individuals who at the
who  at  the  beginning of such period constitute the Board and any new director
(other  than a director designated by a person who has entered into an agreement
with  DynCorp  to  effect  a  transaction  described  in  clause  (iii)  of this
definition)  whose election by the Board or nomination for election by DynCorp's
Shareholders  was  approved  by  a  vote  of  at  least  two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period  or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or (iii) the shareholders
of  DynCorp  approve  a  merger  or  consolidation  of  DynCorp  with  any other
corporation,  other  than  a  merger  or consolidation which would result in the
voting securities of DynCorp outstanding immediately prior thereto continuing to
represent  (either  by  remaining  outstanding or by being converted into voting
securities of the surviving entity) at least 80% of the combined voting power of
the  voting  securities  of  the  Company  or  such surviving entity outstanding
immediately  after  such merger or consolidation, or the shareholders of DynCorp
approve  a  plan of complete liquidation of DynCorp or an agreement for the sale
or disposition by DynCorp of all or substantially all DynCorp's assets.

(f) "Code"  means  the  Internal  Revenue Code of 1986, as amended and in effect
from time to time, or any successor statute thereto, together with the published
rulings, regulations and interpretations duly promulgated thereunder.

(g) "Committee"  means  the  Compensation  Committee  of  the Board of Directors
established and constituted as provided in Section 5 of the Plan.

(h) "Common Stock" means  the  common  stock,  par value $0.10 per share, of the
Company,  or  any  security  issued  by  the Company in substitution or exchange
therefor or in lieu thereof.

(i) "Common Stock Equivalent" means  a  Unit (or fraction thereof, if authorized
by  the  Committee)  substantially  equivalent to a hypothetical share of Common
Stock,  credited  to  a  Participant and having a value at any time equal to the
Fair  Market Value of a share of Common Stock (or such fraction thereof) at such
time.

(j) "Company"   means   DynCorp,   a  Delaware  corporation,  or  any  successor
corporation.

(k) "Covered Employee" means  any  person who is a "covered employee" within the
meaning of Section 162(m) of the Code.

(l) "Cumulative Net Income" means,  in  respect  of  any Performance Period, the
aggregate cumulative amount of the Adjusted Net Income for the calendar or other
fiscal years of the Company during such Performance Period.

(m) "Cumulative  Net  Income  Per  Share"  means,  in respect of any Performance
Period,  the  aggregate cumulative amount of the Annual Net Income Per Share for
the  calendar  or  other  fiscal  years  of  the Company during such Performance
Period.

(n) "Director" means a member of the Board of Directors who is not an Employee.
<PAGE>

(o) "Dividend Equivalent"  means,  in  respect  of a Common Stock Equivalent and
with respect to each dividend payment date for the Common Stock, an amount equal
to  the  cash  dividend  on  one  share of Common Stock payable on such dividend
payment date.

(p) "Employee"  means  any individual, including any officer of the Company or a
Subsidiary,  who is on the active payroll of the Company or a Subsidiary falling
within Bands 1 through 4 of the DynCorp Executive/Senior Management Compensation
Program  or,  in  the event the Subsidiary does not participate in such Program,
employed at a level determined by the Committee to be commensurate therewith.

(q) "Exchange Act"  means the Securities Exchange Act of 1934, as amended and in
effect  from  time  to  time,  including  all  rules and regulations promulgated
thereunder.

(r) "Fair Market Value"  means,  in  respect  of  any  date  on or as of which a
determination  thereof  is  being  or to be made, the most recent DynEx Internal
Stock  Market  valuation,  or,  if  the  Common Stock of the Company is publicly
traded  on  a national stock exchange, the average of the high and low per share
sale  prices  of the Common Stock reported on such exchange on such date, or, if
the Common Stock was not traded on such date, on the next preceding day on which
sales of shares of the Common Stock were reported on such exchange.

(s) "Incentive Stock Option" means any option to purchase shares of Common Stock
granted  pursuant to the provisions of Section 6 of the Plan that is intended to
be  and  is  specifically  designated  by  the  Committee as an "incentive stock
option" within the meaning of Section 422A of the Code.

(t) "Non-Qualified  Stock  Option" means any option to purchase shares of Common
Stock granted pursuant to the provisions of Section 6 of the Plan that is not an
Incentive Stock Option.

(u) "Participant" means any  Director of the Company or Employee  of the Company
 or a  Subsidiary  who  receives a grant or Award under the Plan.

(v) "Performance Award"  means  the  number of shares of Common Stock and/or the
amount  of cash earned and payable in settlement of a Performance Grant pursuant
to Section 9.

(w) "Performance Grant"  means  a  grant made pursuant to Section 9 of the Plan,
the  Award  of  which  is  contingent on the achievement of specific Performance
Goals  during  a Performance  Period,  determined  using  a specific Performance
Measure, all as specified in the grant agreement relating thereto.

(x) "Performance Goals" mean, with respect to any applicable grant made pursuant
to  the Plan, the one or more targets, goals or levels of attainment required to
be  achieved  in terms of the specified Performance Measure during the specified
Performance Period, all as set forth in the related grant agreement.

(y) "Performance Measure" means,  with  respect  to  any  applicable  grant made
pursuant  to the Plan, one or more of the criteria identified at Section 9(c) of
the Plan selected by the
<PAGE>

Committee  for  the  purpose  of  establishing,  and  measuring  attainment  of,
Performance Goals for a Performance Period in respect of such grant, as provided
in the related grant agreement.

(z) "Performance  Period"  means,  with  respect  to  any  applicable grant made
pursuant  to  the Plan, the one or more periods of time, which may be of varying
and  overlapping  durations,  as  the  Committee  may  select  during  which the
attainment  of  one  or  more  Performance  Goals  will be measured to determine
whether,  and  the extent to which, a Participant is entitled to receive payment
of an Award pursuant to such grant.

(aa) "Plan"  means this 1999 Long-Term Incentive Stock Plan, as set forth herein
and as hereafter amended from time to time in accordance with the terms hereof.

(bb) "Restricted Stock"  means  shares  of  Common  Stock  issued  pursuant to a
Restricted Stock Grant under Section 8 of the Plan so long as such shares remain
subject  to  the  restrictions  and  conditions specified in the grant agreement
pursuant to which such Restricted Stock Grant is made.

(cc) "Restricted  Stock Grant"  means a grant made pursuant to the provisions of
Section 8 of the Plan.

(dd) "Stock  Appreciation Right" means a grant in the form of a right to benefit
from  the appreciation  of  the  Common  Stock made pursuant to Section 7 of the
Plan.

(ee) "Stock-Based Grant" means a grant made pursuant to Section 10 of the Plan.

(ff) "Stock  Option"  means  and includes any Non-Qualified Stock Option and any
Incentive Stock Option granted pursuant to Section 6 of the Plan.

(gg) "Subsidiary"  means any corporation or entity in which the Company directly
or  indirectly  owns  or controls 50% or more of the equity securities issued by
such  corporation  or  entity  having  the  power  to  vote  for the election of
directors;  provided,  however,  that  in  the  case of Incentive Stock Options,
Grants shall be limited to Employees of corporations.

(hh) "Unit" means  a bookkeeping entry used by the Company to record and account
for  the  grant,  settlement  or, if applicable, deferral of an Award until such
time  as  such Award is paid, canceled, forfeited or terminated, as the case may
be, which, except as otherwise specified by the Committee, shall be equal to one
Common Stock Equivalent.

3.       EFFECTIVE DATE; TERM.

(a)      EFFECTIVE DATE.  The Plan shall be effective on March 1, 1999.

(b) TERM. The Plan shall remain in effect until February 29, 2004, unless sooner
terminated  by  the Board of Directors. Termination of the Plan shall not affect
grants and Awards then outstanding.
<PAGE>

4.       SHARES OF COMMON STOCK SUBJECT TO PLAN.

(a) MAXIMUM  NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN. The maximum
aggregate  number  of shares of Common Stock which may be issued pursuant to the
Plan,  subject  to  adjustment as provided in Section 4(b) of the Plan, shall be
nine hundred thousand (900,000) plus (i) any shares of Common Stock issued under
the  Plan  that  are forfeited back to the Company or are canceled, and (ii) any
shares  of  Common  Stock  that are tendered, whether by physical delivery or by
attestation,  to  the Company by a Participant as full or partial payment of the
exercise  price  of any Stock Option granted pursuant to the Plan, in connection
with  the payment or settlement of any other grant or Award made pursuant to the
Plan,  or  in  payment  of  any applicable withholding for federal, state, city,
local  or foreign income, payroll or other taxes incurred in connection with the
exercise  of any Stock Option or Stock Appreciation Right granted under the Plan
or  the  receipt  or  settlement of any other grant or Award under the Plan. The
shares  of Common Stock which may be issued under the Plan may be authorized and
unissued  shares  or issued shares which have been reacquired by the Company. No
fractional  share  of the Common Stock shall be issued under the Plan. Awards of
fractional shares of the Common Stock, if any, shall be settled in cash.

(b) ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of any change in
the  capital  structure, capitalization or Common Stock of the Company such as a
stock  dividend, stock split, recapitalization, merger, consolidation, split-up,
combination  or exchange of shares or other form of reorganization, or any other
change  affecting  the  Common Stock, such proportionate adjustments, if any, as
the  Board  of  Directors in its discretion may deem appropriate to reflect such
change shall be made with respect to: (i) the maximum number of shares of Common
Stock  which may be (1) issued pursuant to the Plan, (2) the subject of any type
of  grant  or  Award  under  the Plan, and (3) granted, Awarded or issued to any
Participant  pursuant to any provision of the Plan; (ii) the number of shares of
Common  Stock  subject to any outstanding Stock Option, Stock Appreciation Right
or  other  grant  or Award made to any Participant under the Plan; (iii) the per
share  exercise  price  in  respect  of  any outstanding Stock Options and Stock
Appreciation Rights; (iv) the number of shares of Common Stock and the number of
Units  or  the value of such Units, as the case may be, which are the subject of
grants  and  Awards  then  outstanding under the Plan; and (v) any other term or
condition of any grant affected by any such change.

5.       ADMINISTRATION.

(a) THE  COMMITTEE.  The  Plan  shall  be  administered by the Committee. Action
approved  in  writing by a majority of the members of the Committee then serving
shall be fully as effective as if the action had been taken by unanimous vote at
a  meeting duly called and held. The Company shall make grants and effect Awards
under  the  Plan  in  accordance  with the terms and conditions specified by the
Committee,  which  terms  and  conditions shall be set forth in grant agreements
and/or other instruments in such forms as the Committee shall approve.

(b) COMMITTEE  POWERS.  The  Committee  shall  have  full power and authority to
operate  and administer the Plan in accordance with its terms. The powers of the
Committee include, but
<PAGE>

are  not  limited  to,  the  power  to:  (i)  select Participants from among the
Employees  of the Company and Subsidiaries; (ii) establish the types of, and the
terms  and  conditions of, all grants and Awards made under the Plan, subject to
any  applicable  limitations set forth in, and consistent with the express terms
of,  the  Plan; (iii) make grants and pay or otherwise effect Awards subject to,
and  consistent  with,  the  express  provisions  of  the  Plan;  (iv) establish
Performance Goals, Performance Measures and Performance Periods, subject to, and
consistent  with,  the  express provisions of the Plan; (v) reduce the amount of
any  grant  or  Award;  (vi) prescribe the form or forms of grant agreements and
other  instruments evidencing grants and Awards under the Plan; (vii) pay and to
defer  payment of Awards on such terms and conditions, not inconsistent with the
express  terms  of the Plan, as the Committee shall determine; (viii) direct the
Company  to  make  conversions, accruals and payments pursuant to the Plan; (ix)
construe  and  interpret the Plan and make any determination of fact incident to
the  operation of  the  Plan;  (x)  promulgate,  amend  and  rescind  rules  and
regulations  relating to the implementation, operation and administration of the
Plan; (xi) adopt such modifications, procedures and subplans as may be necessary
or  appropriate  to  comply  with  the  laws  of other countries with respect to
Participants or prospective Participants employed in such other countries; (xii)
delegate  to  other  persons the responsibility for performing administrative or
ministerial  acts  in  furtherance  of  the  Plan; (xiii) engage the services of
persons  and  firms,  including  banks,  consultants and insurance companies, in
furtherance  of  the  Plan's activities; and (xiv) make all other determinations
and  take all other actions as the Committee may deem necessary or advisable for
the administration and operation of the Plan.

(c) SPECIAL  SUBCOMMITTEE.  When  deemed advisable  by  the Committee, a special
Subcommittee, consisting solely of members of the Committee who are not "outside
directors"  as  such term is used in Section 162(m) of the Code or "non-employee
directors"  as  such  term  is  used  in  Section 16 of the Exchange Act, may be
designated to act as the Committee and to make grants and Awards under the Plan.

(d) GRANTS  BY BOARD OF DIRECTORS.  Notwithstanding  any other  provision of the
Plan.   the  Board  of  Directors   shall also have the power to make grants and
Awards   under  the  Plan  when  such  grants are to be made to  Directors or to
Employees   who are  designated  as "officers" for purposes of Section 16 of the
Exchange Act.

(e) COMMITTEE'S  DECISIONS  FINAL.  Any determination, decision or action of the
Committee in connection with the construction, interpretation, administration or
application  of the Plan, and of any grant agreement, shall be final, conclusive
and   binding   upon   all   Participants,  and  all  persons  claiming  through
Participants, affected thereby.

(f) ADMINISTRATIVE  ACCOUNTS.  For the purpose of accounting for Awards deferred
as  to  payment,  the  Company shall establish bookkeeping accounts expressed in
Units  bearing  the name of each Participant receiving such Awards. Each account
shall  be  unfunded,  unless otherwise determined by the Committee in accordance
with Section 15(d) of the Plan.

(g) CERTIFICATIONS.  In respect of each grant under the Plan to a Covered Person
which the Committee intends to be "performance based compensation" under Section
162(m)  of  the Code, the provisions of the Plan and the related grant agreement
shall be construed to confirm
<PAGE>

such  intent,  and  to  conform  to the requirements of Section  162(m)  of  the
Code,  and  the  Committee shall certify in writing (which writing  may  include
approved    minutes   of  a  meeting  of  the  Committee)  that  the  applicable
Performance  Goal(s), determined  using  the  Performance  Measure specified  in
the   related   grant   agreement,  was attained during the relevant Performance
Period at a level that equaled or exceeded the level required for the payment of
such Award in the amount proposed to be paid and that such Award does not exceed
any applicable Plan limitation.

6.       STOCK OPTIONS.

(a) IN  GENERAL. Options to purchase shares of Common Stock may be granted under
the  Plan  and  may  be  Incentive Stock Options or Non-Qualified Stock Options;
provided  however, that Incentive Stock Option may not be granted until the Plan
has been approved by the stockholders of the Company. All Stock Options shall be
subject  to  the  terms  and conditions of this Section 6 and shall contain such
additional terms and conditions, not inconsistent with the express provisions of
the  Plan,  as  the  Committee  shall determine. Stock Options may be granted in
addition  to,  or  in tandem with or independent of Stock Appreciation Rights or
other  grants  and  Awards under the Plan. The Committee may grant Stock Options
that provide for the automatic grant of a replacement Stock Option if payment of
the  exercise  price  and/or  any related withholding taxes is made by tendering
(whether  by  physical  delivery or by attestation) shares of Common Stock or by
having  shares  of  Common  Stock withheld by the Company. The replacement Stock
Option  would  cover  the number of shares of Common Stock tendered or withheld,
would  have a per share exercise price equal to at least 100% of the Fair Market
Value  of  a  share  of Common Stock on the date of the exercise of the original
Stock Option, and would have such other terms and conditions as may be specified
by the Committee and set forth in the related grant agreement.

(b) ELIGIBILITY AND LIMITATIONS. Any Director of the Company and any Employee of
the  Company  or  a Subsidiary may be granted Stock Options. The Committee shall
determine,  in  its  discretion,  the  Employees  to  whom Stock Options will be
granted,  the  timing  of  such grants, and the number of shares of Common Stock
subject  to  each  Stock Option granted; provided, that, in respect of Incentive
Stock  Options,  the  aggregate Fair Market Value (determined as of the date the
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which  an  Incentive  Stock  Option  becomes exercisable for the first time by a
Participant  during  any  calendar year shall not exceed $100,000, or such other
limit  as  may  be  required  by  the  Code,  except  that, if authorized by the
Committee  and  provided  for in the related grant agreement, any portion of any
Incentive  Stock  Option  that  cannot  be  exercised  as  such  because of this
limitation  may be converted into and exercised as a Non-Qualified Stock Option.
In  no  event shall any Stock Option or Stock Appreciation Right be granted to a
Participant  in  exchange for the Participant's agreement to the cancellation of
one  or  more  Stock  Options  or  Stock  Appreciation  Rights then held by such
Participant  if  the  exercise price of the new grant is lower than the exercise
price  of  the  grant to  be cancelled and in no event shall any Stock Option or
Stock  Appreciation  Right  be  amended  to  reduce  the option price, except as
contemplated by Section 4(b) of the Plan.
<PAGE>

(c)  OPTION  EXERCISE  PRICE.  The per share exercise price of each Stock Option
granted  under  the Plan shall be determined by the Committee prior to or at the
time  of  grant, but in no event shall the per share exercise price of any Stock
Option  be  less  than  100% of the Fair Market Value of the Common Stock on the
date of the grant of such Stock Option.

(d)  OPTION TERM. The term of each Stock Option shall be fixed by the Committee;
except  that in no event shall the term of any Incentive Stock Option exceed ten
years after the date such Incentive Stock Option is granted.

(e) EXERCISABILITY.  A  Stock  Option shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined by the Committee
at  the  date  of  grant;  provided,  however,  that  no  Stock  Option shall be
exercisable  during  the  first  six  months after the date such Stock Option is
granted.  No  Stock  Option may be exercised unless the holder thereof is at the
time of such exercise an Employee is and has been continuously an Employee since
the date such Stock Option was granted, except as provided below and except that
the Committee may permit the exercise of any Stock Option for any period (not to
exceed  90  days  in the case of an Incentive Stock Option except in case of the
Participant's  death  or  disability) following the Participant's termination of
employment  not in excess of the original term of the Stock Option on such terms
and  conditions  as  it  shall deem appropriate and specify in the related grant
agreement.

A  Stock  Option may only be exercised by the Participant or, in the case of the
Participant's  death  or  disability, by the Participant's estate or other legal
representative.

Unless otherwise provided by the Committee, a Stock Option may only be exercised
within (i) 360 days following the Participant's retirement on or after age [65],
in  the  case  of  a  Non-Qualified  Stock  Option;  (ii)  90 days following the
Participant's retirement on or after age [65], in the case of an Incentive Stock
Option;  and  (iii)  180  days  following  termination  by  reason  of  death or
disability.

(f) METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in part, by
giving written notice of exercise to the Company specifying the number of shares
of  Common Stock to be purchased. Such notice shall be accompanied by payment in
full  of the purchase price, plus any required withholding and payroll taxes, in
cash  or,  to  the extent permitted by law, in shares of Common Stock which have
been  owned  by  the  Participant  for  at least six months prior to the date of
exercise,  valued  at  the  Fair Market Value of the Common Stock on the date of
exercise.  The  Committee may also permit Participants, either on a selective or
aggregate basis, to simultaneously exercise Stock Options and sell the shares of
Common  Stock  thereby  acquired  pursuant to a brokerage or similar arrangement
approved  in  advance by the Committee and to use the proceeds from such sale to
pay the exercise price and withholding taxes.

7.       STOCK APPRECIATION RIGHTS.

(a) IN  GENERAL.  Stock Appreciation Rights in respect of shares of Common Stock
may  be  granted  under  the  Plan  alone,  in  tandem  with,  in addition to or
independent  of  a  Stock Option or other grant or Award under the Plan. A Stock
Appreciation  Right  entitles  a  Participant  to receive
<PAGE>

an  amount  equal  to  the  excess  of  the  Fair  Market  Value  of  a share of
Common Stock on the date of exercise  over  the  Fair Market Value of a share of
Common Stock on the date of grant of the Stock Appreciation Right, or such other
higher  price as may be set by  the  Committee,  multiplied  by  the  number  of
shares  of Common Stock with respect to which the Stock Appreciation Right shall
have been exercised.

(b)  ELIGIBILITY.  Any  Employee  of the Company or a Subsidiary selected by the
Committee  may  be  granted  Stock  Appreciation  Rights.  The  Committee  shall
determine,  in  its  discretion, the Employees to whom Stock Appreciation Rights
will  be  granted,  the timing of such grants and the number of shares of Common
Stock in respect of which each Stock Appreciation Right is granted.

(c) EXERCISABILITY; EXERCISE; FORM OF PAYMENT. A Stock Appreciation Right may be
exercised  by a Participant at such time or times and in such manner as shall be
authorized by the Committee and set forth in the related grant agreement, except
that  in  no  event  shall  a Stock Appreciation Right be exercisable within the
first six months after the date of grant. The Committee may provide that a Stock
Appreciation  Right  shall  be  automatically exercised on one or more specified
dates.

No Stock Appreciation Right may be exercised unless the holder thereof is at the
time  of  exercise  an  Employee and has been continuously an Employee since the
date  the  Stock  Appreciation  Right was granted, except that the Committee may
permit the exercise of any Stock Appreciation Right for any period following the
Participant's  termination  of  employment not in excess of the original term of
the  Stock  Appreciation  Right  on  such  terms and conditions as it shall deem
appropriate  and  specify  in  the related grant agreement. A Stock Appreciation
Right  may  be  exercised,  in whole or in part, by giving the Company a written
notice  specifying  the number of shares of Common Stock in respect of which the
Stock  Appreciation  Right  is to be exercised. Stock Appreciation Rights may be
paid  upon exercise in cash, in shares of Common Stock, or in any combination of
cash and shares of Common Stock as determined by the Committee.

8.       RESTRICTED STOCK GRANTS AND AWARDS.

(a)  IN GENERAL. A Restricted Stock Grant is the issue of shares of Common Stock
in  the  name  of  an  Employee,  which  issuance  is  subject to such terms and
conditions   as   the  Committee  shall  deem  appropriate,  including,  without
limitation,  restrictions on the sale, assignment, transfer or other disposition
of such shares and the requirement that the Employee forfeit such shares back to
the  Company  (i)  upon termination of employment for specified reasons within a
specified  period  of  time,  or (ii) if any specified Performance Goals are not
achieved  during  a  specified  Performance  Period,  or  (iii)  if  such  other
conditions as the Committee may specify are not satisfied.

(b)  ELIGIBILITY.  Any  Employee  of the Company or a Subsidiary selected by the
Committee  may  receive  a  Restricted  Stock  Grant. The Committee, in its sole
discretion,  shall determine whether a Restricted Stock Grant shall be made, the
Employee  to  receive  the  Restricted  Stock  Grant,  and  the  conditions  and
restrictions imposed on the Restricted Stock Grant.
<PAGE>

(c)  RESTRICTION PERIOD. Restricted Stock Grants shall provide that in order for
a  Participant  to  receive  shares  of  Common  Stock free of restrictions, the
Participant  must  remain  in the employment of the Company or its Subsidiaries,
subject  to  such exceptions as the Committee shall deem appropriate and specify
in  the  related  grant  agreement,  for  a  period of not less than three years
commencing  on  the  date of the grant and ending on such later date or dates as
the Committee may designate at the time of the grant (the "Restriction Period").
The Committee, in its sole discretion, may provide for the lapse of restrictions
in  installments during the Restriction Period. The Committee may also establish
one  or  more  Performance  Goals that are required to be achieved during one or
more  Performance  Periods  within  the Restriction Period as a condition to the
lapse of the restrictions.

(d)  RESTRICTIONS. The following restrictions and conditions shall apply to each
Restricted  Stock Grant during the Restriction Period: (i) the Participant shall
not  be  entitled  to  delivery  of  the  shares  of  the Common Stock; (ii) the
Participant  may  not  sell,  assign, transfer, pledge, hypothecate, encumber or
otherwise  dispose  of  or  realize on the shares of Common Stock subject to the
Restricted  Stock  Grant;  and  (iii)  the  shares of the Common Stock issued as
Restricted  Stock  shall  be forfeited to the Company if the Participant for any
reason  ceases  to  be  an  Employee prior to the end of the Restriction Period,
except  due  to  circumstances  specified  in  the  related  grant  agreement or
otherwise  approved by the Committee. The Committee may in, its sole discretion,
include such other restrictions and conditions as it may deem appropriate.

(e) PAYMENT.  Upon  expiration  of  the Restriction Period and if all conditions
have been satisfied and any applicable Performance Goals attained, the shares of
the  Restricted  Stock  will  be  made  available to the Participant, subject to
satisfaction   of   applicable   withholding   tax  requirements,  free  of  all
restrictions;  provided,  that the Committee may, in its discretion, require (i)
the  further  deferral  of  any  Restricted  Stock  Grant  beyond  the initially
specified  Restriction Period, (ii) that the Restricted Stock be retained by the
Company,  and  (iii)  that  the  Participant  receive  a cash payment in lieu of
unrestricted shares of Common Stock.

(f) RIGHTS AS A SHAREHOLDER. A Participant shall have, with respect to shares of
Restricted  Stock,  all of the rights of a shareholder of the Company, including
the  right to vote the shares and receive any cash dividends paid thereon. Stock
dividends  distributed  with  respect  to  shares  of  Restricted Stock shall be
treated  as  additional  shares  under  the  Restricted Stock Grant and shall be
subject to the restrictions and other terms and conditions set forth therein.

9.       PERFORMANCE GRANTS AND AWARDS.

(a)  ELIGIBILITY  AND TERMS. The Committee may grant to Employees of the Company
and  its  Subsidiaries  the prospective contingent right, expressed in Units, to
receive  payments  of  shares  of Common Stock, cash or any combination thereof,
with  each  Unit equivalent in value to one share of Common Stock, or equivalent
to  such  other  value or monetary amount as may be designated or established by
the  Committee,  based  upon  Company  performance  over a specified Performance
Period.  The  Committee shall, in its sole discretion, determine the officers of
the  Company  and other key Employees eligible to receive Performance Grants. At
the  time  each  Performance  Grant  is  made, the Committee shall establish the
Performance  Period,  the
<PAGE>

Performance   Measure,  and  the  Performance Goals to be attained  relative  to
such  Performance  Measure  in  respect of such Performance Grant. The number of
shares  of  Common  Stock  and/or  the  amount  of  cash  earned and payable  in
settlement  of  a  Performance  Grant  shall  be  determined  at  the end of the
Performance Period (a "Performance Award").

(b)  PERFORMANCE  GOALS,  PERFORMANCE  MEASURES,  AND  PERFORMANCE PERIODS. Each
Performance  Grant  shall provide that, in order for a Participant to receive an
Award  of  all  or a portion of the Units subject to such Performance Grant, the
Company  must  achieve  certain  Performance Goals over a designated Performance
Period having a minimum duration of one year, with attainment of the Performance
Goals determined using a specific Performance Measure. The Performance Goals and
Performance Period shall be established by the Committee in its sole discretion.
The  Committee shall establish a Performance Measure for each Performance Period
for  determining  the  portion  of the Performance Grant which will be earned or
forfeited  based  on  the  extent to which the Performance Goals are achieved or
exceeded.  In  setting  Performance  Goals,  the Committee may use a Performance
Measure  based  on  any  one,  or  on  any combination, of the following Company
performance  factors  as  the Committee deems appropriate: (i) stock price; (ii)
earnings  per  share, (iii) Cumulative Net Income Per Share; (iv) Cumulative Net
Income;  (v)  return  on  sales;  (vi) total shareholder return; (vii) return on
assets;  (viii)  economic value added; (ix) cash flow; (x) return on equity; and
(xi)  cumulative  operating  income  (which shall equal consolidated sales minus
cost of goods sold and selling, administrative and general expense). Performance
Goals  may  include  minimum, maximum and target levels of performance, with the
size  of  Performance Award based on the level attained. Once established by the
Committee  and  specified  in  the  grant  agreement,  and  if and to the extent
provided  in  or  required by the grant agreement, the Performance Goals and the
Performance Measure in respect of any Performance Grant (or any Restricted Stock
Grant  or Stock-Based Grant that requires the attainment of Performance Goals as
a  condition  to  the  Award)  shall  not  be changed. The Committee may, in its
discretion, eliminate or reduce (but not increase) the amount of any Performance
Award (or Restricted Stock or Stock-Based Award) that otherwise would be payable
to a Participant upon attainment of the Performance Goal(s).

(c)  FORM OF GRANTS. Performance Grants may be made on such terms and conditions
not  inconsistent with the Plan, and in such form or forms, as the Committee may
from  time to time approve. Performance Grants may be made alone, in addition to
in  tandem  with,  or  independent  of  other  grants and Awards under the Plan.
Subject  to  the  terms  of  the  Plan,  the Committee shall, in its discretion,
determine  the  number  of  Units  subject  to  each Performance Grant made to a
Participant  and  the Committee may impose different terms and conditions on any
particular Performance Grant made to any Participant. The Performance Goals, the
Performance  Period  or  Periods,  and  the  Performance Measure applicable to a
Performance Grant shall be set forth in the relevant grant agreement.

(d)  PAYMENT OF AWARDS. Each Participant shall be entitled to receive payment in
an amount equal to the aggregate Fair Market Value (if the Unit is equivalent to
a share of Common Stock), or such other value as the Committee shall specify, of
the  Units earned in respect of such Performance Award. Payment in settlement of
a Performance Award may be made in shares of
<PAGE>

Common  Stock,  in  cash, or in any combination of Common Stock and cash, and at
such time or times, as the Committee, in its discretion, shall determine.

10.      OTHER STOCK-BASED GRANTS AND AWARDS.

(a)  IN  GENERAL.  The  Committee  may make other Stock-Based Grants pursuant to
which  Common  Stock  is, or in the future may be, acquired by Participants, and
other  grants and Awards to Participants denominated in Common Stock Equivalents
or  other Units. Such Stock-Based Grants may be granted alone or in addition to,
in  tandem  with, or independent of any other grant made or Award effected under
the Plan.

(b)  ELIGIBILITY  AND  TERMS.  The  Committee  may  make  Stock-Based  Grants to
Directors  of  the  Company  and  Employees of the Company and its Subsidiaries.
Subject  to  the  provisions  of the Plan, the Committee shall have authority to
determine  the  Employees  to  whom, and the time or times at which, Stock-Based
Grants will be made, the number of shares of Common Stock, if any, to be subject
to  or  covered  by  each  Stock-Based  Grant,  and  any and all other terms and
conditions of each Stock-Based Grant.

(c)  FORM  OF  GRANTS; PAYMENT OF AWARDS. Stock-Based Grants may be made in such
form  or  forms  and  on  such terms and conditions, including the attainment of
specific  Performance Goals, as the Committee, in its discretion, shall approve.
Payment of Stock-Based Awards may be made in cash, in shares of Common Stock, or
in  any  combination  of  cash  and  shares of Common Stock, and at such time or
times, as the Committee shall determine.

11.      DEFERRALS.

The  Committee  may, whether at the time of grant or at anytime thereafter prior
to  payment or settlement, require a Participant to defer, or permit (subject to
such  conditions as the Committee may from time to time establish) a Participant
to  elect  to  defer,  receipt  of  all or any portion of any payment of cash or
shares  of  Common  Stock  that  would  otherwise  be due to such Participant in
payment  or  settlement  of  any  Award  under the Plan. If any such deferral is
required  by the Committee (or is elected by the Participant with the permission
of  the  Committee), the Committee shall establish rules and procedures for such
payment  deferrals.  The  Committee  may provide for the payment or crediting of
interest,  at such rate or rates as it shall in its discretion deem appropriate,
on  such  deferred  amounts  credited  in  cash  and the payment or crediting of
dividend  equivalents  in  respect  of deferred amounts credited in Common Stock
Equivalents.  Deferred  amounts  may be paid in a lump sum or in installments in
the  manner  and  to  the  extent  permitted,  and  in accordance with rules and
procedures established, by the Committee.

12.      NON-TRANSFERABILITY OF GRANTS AND AWARDS.

No grant or Award under the Plan, and no right or interest therein, shall be (i)
assignable,  alienable  or  transferable by a Participant, except by will or the
laws of descent and distribution, or (ii) subject to any obligation, or the lien
or  claims  of  any  creditor, of any Participant, or (iii) subject to any lien,
encumbrance or claim of any party made in respect of or through any Participant,
however  arising.  During the lifetime of a Participant, Stock Options and Stock
<PAGE>

Appreciation  Rights  are exercisable only by, and shares of Common Stock issued
upon  the  exercise  of  Stock  Options  and  Stock  Appreciation  Rights  or in
settlement  of  other  Awards  will  be  issued  only  to, and other payments in
settlement  of  any Award will be payable only to, the Participant or his or her
legal representative.

The  Committee  may,  in  its sole discretion, authorize written designations of
beneficiaries  and  authorize  Participants  to designate beneficiaries with the
authority  to  exercise Stock Options and Stock Appreciation Rights granted to a
Participant in the event of his or her death. Notwithstanding the foregoing, the
Committee  may,  in  its  sole  discretion  and on and subject to such terms and
conditions as it shall deem appropriate, which terms and conditions shall be set
forth  in  the  related grant agreement: (i) authorize a Participant to transfer
all  or a portion of any Non-Qualified Stock Option or Stock Appreciation Right,
as  the  case  may  be,  granted to such Participant; provided, that in no event
shall  any  transfer  be  made  to  any   person  or  persons  other  than  such
Participant's  spouse,  children  or grandchildren, or a trust for the exclusive
benefit  of  one or more such persons, which transfer must be made as a gift and
without  any  consideration;  and  (ii)  provide  for  the  transferability of a
particular  grant or Award pursuant to a qualified domestic relations order. All
other  transfers  and  any retransfer by any permitted transferee are prohibited
and  any  such  purported  transfer shall be null and void. Each Stock Option or
Stock  Appreciation  Right  which becomes the subject of permitted transfer (and
the  Participant  to  whom  it  was granted by the Company) shall continue to be
subject  to the same terms and conditions as were in effect immediately prior to
such permitted transfer. The Participant shall remain responsible to the Company
for the payment of all withholding taxes incurred as a result of any exercise of
such Stock Option or Stock Appreciation Right.

In no event shall any permitted transfer of a Stock Option or Stock Appreciation
Right  create  any  right  in  any  party  in respect of any Stock Option, Stock
Appreciation  Right  or  other  grant  or  Award,  other  than the rights of the
qualified transferee in respect of such Stock Option or Stock Appreciation Right
specified in the related grant agreement.

13.      CHANGE IN CONTROL.

Except  as  otherwise  provided by the Committee or the Board at the time of the
Grant,  in  the event of a Change in Control of the Company, except as the Board
of Directors comprising a majority of Continuing Directors may expressly provide
otherwise,  and notwithstanding any other provision of the Plan to the contrary:
(i)  all  Stock  Options  and  Stock  Appreciation Rights then outstanding shall
become fully exercisable as of the date of the Change in Control, whether or not
then  exercisable;  (ii)  all  restrictions  and  conditions  in  respect of all
Restricted  Stock  Grants  then  outstanding shall be deemed satisfied as of the
date  of  the  Change  in  Control;  and  (iii) all Performance Grants and other
Stock-Based  Grants  shall  be  deemed to have been fully earned, at the maximum
amount of the award opportunity specified in the grant agreement, as of the date
of the Change in Control.

14.      GENERAL PROVISIONS

(a)  EFFECT ON EMPLOYMENT. Neither the adoption of this Plan, its operation, nor
any  documents  describing or referring to this Plan (or any part thereof) shall
confer upon any
<PAGE>

individual  any  right  to  continued  employment with the Company or in any way
affect  any  right  and  power of the Company to terminate the employment of any
employee at any time with or without assigning a reason thereof.

(b)  UNFUNDED  PLAN.  The  Plan,  insofar  as  it  provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that may
at  any  time  be  represented  by  grants under this Plan. Any liability of the
Company  to  any person with respect to any grant under this Plan shall be based
solely  upon  any  contractual  obligations that may be created pursuant to this
Plan.  No  such  obligation  of  the  Company shall be deemed to be secured by a
pledge of, or other encumbrance on, any property of the Company.

(c)  RULES  OF  CONSTRUCTION.   Headings  are given to the sections of this Plan
solely  as  a  convenience   to  facilitate  reference.  The  reference  to  any
statute,  regulation,  or other  provision of law shall be construed to refer to
any amendment to or successor of such provision of law.

(d)  NO OBLIGATION  TO EXERCISE.  No grant or Award shall impose any  obligation
upon the  Participant  to exercise such grant or Award.

(e) GOVERNING  LAW.  The  validity,  construction  and  effect  of  the Plan, of
Agreements  entered  into  pursuant  to the Plan, and of any rules, regulations,
determinations  or  decisions made by the Compensation Committee relating to the
Plan  or  such  Agreements,  and  the  rights  of  any and all persons having or
claiming  to  have  any  interest  therein  or  thereunder,  shall be determined
exclusively  in  accordance  with  applicable  federal  laws and the laws of the
Commonwealth of Virginia, without regard to its conflict of laws rules.
<PAGE>

</TEXT>
</DOCUMENT>
