CHIQUITA BRANDS INTERNATIONAL INC
2002 STOCK OPTIONS AND INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.A
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<FILENAME>dex10a.txt
<DESCRIPTION>2002 STOCK OPTIONS AND INCENTIVE PLAN
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                                                                   Exhibit 10-a


                       CHIQUITA BRANDS INTERNATIONAL, INC.

                      2002 STOCK OPTION AND INCENTIVE PLAN
                         as amended through May 24, 2002

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                                  CHIQUITA 2002

                         STOCK OPTION AND INCENTIVE PLAN

                               TABLE OF CONTENTS

I.    PURPOSE .........................................................  1

II.   DEFINITIONS .....................................................  1

III.  ADMINISTRATION ..................................................  4

      3.1  The Committee ..............................................  4
      3.2  Powers of the Committee ....................................  4
      3.3  Guidelines .................................................  5
      3.4  Delegation of Authority ....................................  5
      3.5  Decisions Final ............................................  5

IV.   SHARES SUBJECT TO PLAN ..........................................  5

      4.1  Shares Available for Issuance of Awards ....................  5
      4.2  Maximum Shares Per Participant .............................  6
      4.3  Re-Use of Shares ...........................................  6
      4.4  Adjustment Provisions ......................................  6

V.    CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC. ..................  6

      5.1  Effect of Change of Control On Outstanding Awards ..........  6
      5.2  Termination of Employment After Change of Control ..........  6
      5.3  Merger, Consolidation, Etc. ................................  6
      5.4  Applicability of Section V .................................  7

VI.   EFFECTIVE DATE AND DURATION OF PLAN .............................  7

      6.1  Effective Date .............................................  7
      6.2  Duration of Plan ...........................................  7

VII.  STOCK OPTIONS ...................................................  7

      7.1  Grants .....................................................  7
      7.2  Terms of Options ...........................................  7
      7.3  Incentive Stock Options ....................................  8
      7.4  Replacement Options ........................................  8

VIII. RESTRICTED AND UNRESTRICTED STOCK AWARDS ........................  9

      8.1  Grants of Restricted Stock Awards ..........................  9

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      8.2  Terms and Conditions of Restricted Awards ......................    9
      8.3  Unrestricted Stock Awards ......................................    9

IX.   PERFORMANCE AWARDS ..................................................   10

      9.1  Performance Awards .............................................   10
      9.2  Terms and Conditions of Performance Awards .....................   10

X.    TERMINATION OF AWARDS ...............................................   10

      10.1  Termination of Awards to Employees and Directors ..............   10
      10.2  Acceleration of Vesting and Extension of Exercise Period
            Upon Termination ..............................................   11
      10.3  Buyout and Settlement of Awards ...............................   11

XI.   TERMINATION OR AMENDMENT OF THIS PLAN ...............................   12

      11.1  Termination or Amendment ......................................   12

XII.  GENERAL PROVISIONS ..................................................   12

      12.1  No Right to Continued Employment ..............................   12
      12.2  Awards to Persons Outside the United States ...................   12
      12.3  Non-Transferability of Awards .................................   12
      12.4  Other Plans ...................................................   12
      12.5  Unfunded Plan .................................................   12
      12.6  Withholding of Taxes ..........................................   12
      12.7  Reimbursement of Taxes ........................................   13
      12.8  Governing Law .................................................   13
      12.9  Liability .....................................................   13
      12.10 Successors ....................................................   13

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                                  CHIQUITA 2002

                         STOCK OPTION AND INCENTIVE PLAN

                                   SECTION I.

                                     PURPOSE

         The purpose of the Chiquita 2002 Stock Option and Incentive Plan (the
"Plan") is to promote the long-term growth and financial success of Chiquita
Brands International, Inc. (the "Company") and its subsidiaries by enabling the
Company to compete successfully in attracting and retaining employees and
directors (and consultants and advisors) of outstanding ability, stimulating the
efforts of such persons to achieve the Company's long-range performance goals
and objectives, and encouraging the identification of their interests with those
of the Company's shareholders.

                                   SECTION II.

                                   DEFINITIONS

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

         2.1 "Advisor" means a person who provides bona fide advisory or
consulting services to the Company or a Subsidiary and whose Shares subject to
an Award are eligible for registration on Form S-8 under the Securities Act of
1933.

         2.2 "Award" means any form of Stock Option, Restricted Stock Award,
Unrestricted Stock Award or Performance Award granted under this Plan.

         2.3 "Award Agreement" means a written agreement setting forth the terms
of an Award.

         2.4 "Award Date" or "Grant Date" means the date designated by the
Committee as the date upon which an Award is granted.

         2.5 "Award Period" or "Term" means the period beginning on an Award
Date and ending on the expiration date of such Award.

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

         2.7 "Cause" means a Participant's engaging in any of the following
acts:

             (i)    any type of disloyalty to the Company, including, without
         limitation, fraud, embezzlement, theft, or dishonesty in the course of
         a Participant's employment or business relationship with the Company;
         or

             (ii)   conviction of a felony or other crime involving a breach of
         trust or fiduciary duty owed to the Company; or

             (iii)  unauthorized disclosure of trade secrets or confidential
         information of the Company; or

             (iv)   a material breach of any agreement with the Company in
         respect of confidentiality, non-disclosure, non-competition or
         otherwise; or

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             (v)   any serious violation of Company policy that is materially
         damaging to the Company's interests.

         2.8 "Change of Control" means the occurrence after the Effective Date
of any of the following events:

             (i)   any "person" (as such term is used in Sections 13(d) and
         14(d) of the Exchange Act), other than an Exempt Entity, is or becomes
         the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act, except that a person shall be deemed to have "beneficial
         ownership" of all shares that such person has the right to acquire,
         whether such right is exercisable immediately or only after the passage
         of time), directly or indirectly, of 30% or more of the total voting
         power of all of the Company's voting securities then outstanding
         ("Voting Shares");

             (ii)  on any date, the individuals who constituted the Company's
         Board at the beginning of the two-year period immediately preceding
         such date (together with any new directors whose election by the
         Company's Board, or whose nomination for election by the Company's
         shareholders, was approved by a vote of at least two-thirds of the
         directors then still in office who were either directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved) cease for any reason to constitute a
         majority of the directors then in office; or

             (iii) immediately after a merger or consolidation of the Company or
         any Subsidiary of the Company with or into, or the sale or other
         disposition of all or substantially all of the Company's assets to, any
         other corporation (where pursuant to the terms of such transaction
         outstanding Awards are assumed by the surviving, resulting or acquiring
         corporation or new Awards are substituted therefor), the Voting Shares
         of the Company outstanding immediately prior to such transaction do not
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving or acquiring entity or any parent
         thereof) more than 50% of the total voting power of the voting
         securities of the Company or surviving or acquiring entity or any
         parent thereof outstanding immediately after such merger or
         consolidation.

         2.9  "Code" means the United States Internal Revenue Code of 1986, as
amended, or any successor legislation. Reference to any particular section of
the Code includes any successor amendments or replacements of such section.

         2.10 "Committee" means the committee appointed by the Board and
consisting of two or more Directors of the Company, each of whom shall be a
"non-employee director" as defined in Rule 16b-3 and an "outside director" as
defined in the regulations under Section 162(m) of the Code.

         2.11 "Common Stock" means the Company's Common Stock, par value $.01
per share.

         2.12 "Company" means Chiquita Brands International, Inc.

         2.13 "Control" means the power to direct or cause the direction of the
management and policies of a corporation or other entity.

         2.14 "Director" means any person serving on the Board of Directors of
the Company or any of its Subsidiaries who is not an Officer (or officer) or
Employee of the Company or any Subsidiary.

         2.15 "Disability" means a "permanent and total disability" within the
meaning of Section 22(e)(3) of the Code, or in the case of an Employee, a
disability which qualifies as a long-term disability under the Company's Long
Term Disability insurance, or any other definition of disability adopted by the
Committee.

         2.16 "Effective Date" means March 19, 2002, the date upon which
Company's Plan of Reorganization under Chapter 11 of the Bankruptcy Code became
effective.

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         2.17 "Eligible Person" means any person who is either an Employee,
Director or Advisor.

         2.18 "Employee" means (i) any officer or employee of the Company or a
Subsidiary (including those employees on a temporary leave of absence approved
by the Company or a Subsidiary); or (ii) any person who has received and
accepted an offer of employment from the Company or a Subsidiary; or (iii) if
approved by the Committee, a person who at the request of the Company or a
Subsidiary accepts employment with any corporation or partnership in which the
Company has a direct or indirect substantial interest. Solely for purposes of
Section X, unless otherwise determined by the Committee, a person specified in
clause (iii) above shall be considered an employee of a Subsidiary.

         2.19 "Exchange Act" means the Securities Exchange Act of 1934.

         2.20 "Exempt Entity" means (i) an underwriter temporarily holding
securities pursuant to an offering of such securities and (ii) the Company, any
of its subsidiaries or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries.

         2.21 "Fair Market Value" means, as of any date, (i) the average of the
highest and lowest quoted selling prices of a Share as reported on the New York
Stock Exchange Composite Tape (or such other consolidated transaction reporting
system on which the Shares are primarily traded) or, if the Shares were not
traded on such day, then the next preceding day on which the Shares were traded,
all as reported by such source as the Committee may select or (ii), if and to
the extent specified by the Committee with respect to any particular Award, the
average of the closing selling prices of a Share as so reported for a period of
not more than 30 consecutive trading days as specified by the Committee. If the
Shares are not traded on a national securities exchange or other market system,
Fair Market Value shall be determined in the manner established by the
Committee.

         2.22 "Immediate Family" means any child, stepchild, grandchild, spouse,
son-in-law or daughter-in-law and shall include adoptive relationships;
provided, however, that if the Committee adopts a different definition of
"immediate family" (or similar term) in connection with the transferability of
Stock Options awarded under this Plan, such definition shall apply, without
further action of the Board.

         2.23 "Incentive Stock Option" means any Stock Option awarded under
Section VII of this Plan intended to be and designated as an "Incentive Stock
Option" within the meaning of Section 422 of the Code or any successor
provision.

         2.24 "Non-Qualified Stock Option" means any Stock Option awarded under
Section VII of this Plan that is not an Incentive Stock Option.

         2.25 "Officer" means a person who has been determined to be an officer
of the Company under Rule 16a-1(f) in a resolution adopted by the Board and, for
purposes of Sections 10.1(a) and 10.2 shall also mean any other person who has
been elected an officer of the Company by the Board (other than a person who has
been elected solely as an assistant officer).

         2.26 "Option Price" or "Exercise Price" means the price per share at
which Common Stock may be purchased upon the exercise of an Option or an Award.

         2.27 "Participant" means an Eligible Person to whom an Award has been
made pursuant to this Plan.

         2.28 "Performance Award" means an Award granted pursuant to Section IX.

         2.29 "Replacement Option" means a Non-Qualified Stock Option granted
pursuant to Section 7.4 upon the exercise of a Stock Option granted pursuant to
the Plan where the Option Price is paid with previously owned shares of Common
Stock.

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         2.30 "Restricted Stock" means those shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to the restrictions set
forth in the related Award Agreement.

         2.31 "Restricted Stock Award" means an award of a fixed number of
Shares to a Participant which is subject to forfeiture provisions and other
conditions set forth in the Award Agreement.

         2.32 "Retirement" means any termination of an Employee's employment
with, or a Director's service on the Board of, the Company or a Subsidiary (in
each case other than by death, Disability or for Cause) by an Employee or a
Director who is (i) at least 65 years of age or (ii) at least 55 years of age
with at least 10 years of employment with, or service on the Board of, the
Company or a Subsidiary.

         2.33 "Rule 16b-3" and "Rule 16a-1(f)" mean Rules 16b-3 and 16a-1(f)
under the Exchange Act or any corresponding successor rules or regulations.

         2.34 "Share" means one share of the Company's Common Stock.

         2.35 "Stock Option" or "Option" means the right to purchase shares of
Common Stock (including a Replacement Option) granted pursuant to Section VII of
this Plan.

         2.36 "Subsidiary" means any corporation, partnership, joint venture, or
other entity (i) of which the Company owns or controls, directly or indirectly,
25% or more of the outstanding voting stock (or comparable equity participation
and voting power) or (ii) which the Company otherwise Controls (by contract or
any other means); except that when the term "Subsidiary" is used in the context
of an award of an Incentive Stock Option, the term shall have the same meaning
given to it in the Code.

         2.37 "Transfer" means alienation, attachment, sale, assignment, pledge,
encumbrance, charge or other disposition; and the terms "Transferred" or
"Transferable" have corresponding meanings.

         2.38 "Unrestricted Stock Award" means an Award granted pursuant to
Section 8.3.

         2.39 "Vest" means, in the case of any Award to become exercisable or
become free of restrictions solely as a result of either (i) the passage of
required time periods specified under the terms of the Award ("Passage of Time
Criteria") or (ii) the inapplicability of Passage of Time Criteria due to a
Change of Control or a termination of employment or service as a Director
pursuant to the provisions of Section X. For purposes of this Plan, "Vest" does
not refer to an Award becoming exercisable or free of restrictions due to the
attainment of performance criteria or any other criteria not solely related to
the passage of time ("Other Criteria"). An Award whose terms specify Other
Criteria that have not been fully satisfied at the time of a Change of Control
or termination of employment or service will not Vest (unless otherwise
determined by the Committee or specifically provided by such terms) as a result
of such Change of Control or termination (even if the terms of such Award
contain Passage of Time Criteria in addition to, in combination with, or as an
alternative to such Other Criteria).

                                  SECTION III.

                                 ADMINISTRATION

         3.1 The Committee. This Plan shall be administered and interpreted by
the Committee, except that any function of the Committee also may be performed
by the Board. Actions of the Committee may be taken by a majority of its members
at a meeting or by the unanimous written consent of all of its members without a
meeting.

         3.2 Powers of the Committee. The Committee shall have the power and
authority to operate, manage and administer the Plan on behalf of the Company,
which includes, but is not limited to, the power and authority:

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                (i)   to grant to Eligible Persons one or more Awards consisting
         of any or a combination of Stock Options, Restricted Stock,
         Unrestricted Stock, and Performance Awards;

                (ii)  to select the Eligible Persons to whom Awards may be
         granted;

                (iii) to determine the types and combinations of Awards to be
         granted to Eligible Persons;

                (iv)  to determine the number of Shares or monetary units which
         may be subject to each Award;

                (v)   to determine the terms and conditions, not inconsistent
         with the terms of the Plan, of any Award (including, but not limited
         to, the term, price, exercisability, method of exercise and payment,
         any restriction or limitation on transfer, any applicable performance
         measures or contingencies, any vesting schedule or acceleration, or any
         forfeiture provisions or waiver, regarding any Award) and the related
         Shares, based on such factors as the Committee shall determine; and

                (vi)  to modify or waive any restrictions, contingencies or
         limitations contained in, and grant extensions to the terms or exercise
         periods of, or accelerate the vesting of, any outstanding Awards as
         long as such modifications, waivers, extensions or accelerations are
         not inconsistent with the terms of the Plan, but no such changes shall
         impair the rights of any Participant without his or her consent.

         3.3    Guidelines. The Committee will have the authority and discretion
to interpret the Plan and any Awards granted under the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan, and to make
all other determinations that may be necessary or advisable for the
administration of the Plan. Any interpretation of the Plan by the Committee and
any decision made by it under the Plan is final and binding on all persons. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any related Award Agreement in the manner and to
the extent it deems necessary to carry the Plan into effect.

         3.4    Delegation of Authority. The Committee may delegate to one or
more of the Company's Officers or (in the case of ministerial duties only) other
employees all or any portion of the Committee's authority, powers,
responsibilities and administrative duties under the Plan, with such conditions
and limitations as the Committee shall prescribe in writing; provided, however,
that only the Committee is authorized to grant Awards to, or make any decisions
with respect to Awards granted to, Officers. A record of all actions taken by
any Officer to whom the Committee has delegated a portion of its powers or
responsibilities shall be filed with the minutes of the meetings of the
Committee and shall be made available for review by the Committee upon request.

         3.5    Decisions Final. Any action, decision, interpretation or
determination by or at the direction of the Committee (or of any person acting
under a delegation pursuant to Section 3.4) concerning the application or
administration of the Plan shall be final and binding upon all persons and need
not be uniform with respect to its determination of recipients, amount, timing,
form, terms or provisions of Awards.

                                   SECTION IV.

                             SHARES SUBJECT TO PLAN

         4.1    Shares Available for Issuance of Awards. Subject to adjustment
as provided in Section 4.4, the aggregate number of Shares which may be issued
under this Plan shall not exceed 5,925,926 Shares. As determined from time to
time by the Committee, the Shares available under this Plan for

                                       -5-

<PAGE>

grants of Awards may consist either in whole or in part of authorized but
unissued Shares or Shares which have been reacquired by the Company following
original issuance.

         4.2 Maximum Shares Per Participant. The maximum number of shares that
may be covered by Options granted to any one individual shall be 2,000,000
shares during any one calendar-year period.

         4.3 Re-Use of Shares. If any Award granted under this Plan shall
expire, terminate or be forfeited or canceled for any reason before it has
vested or been exercised in full, the number of unissued or undelivered Shares
subject to such Award shall again be available for future grants. The Committee
may make such other determinations regarding the counting of Shares issued
pursuant to this Plan as it deems necessary or advisable, provided that such
determinations shall be permitted by law.

         4.4 Adjustment Provisions.

                (a) Adjustment for Change in Capitalization. If the Company
shall at any time change the number of issued Shares without new consideration
to the Company (such as by stock dividend, stock split, recapitalization,
reorganization, exchange of shares, liquidation, combination or other change in
corporate structure affecting the Shares) or make a distribution to shareholders
of cash or property, which in the Committee's sole judgment, has a substantial
impact on the value of outstanding Shares, the total number of Shares reserved
for issuance under the Plan, the number of Shares covered by each outstanding
Award, and the Option Price for each outstanding Award shall be proportionately
adjusted in such manner as the Committee in its sole judgment determines to be
equitable and appropriate.

                (b) Other Equitable Adjustments. Notwithstanding any other
provision of the Plan, and without affecting the number of Shares reserved or
available hereunder, the Committee may authorize the issuance, continuation or
assumption of Awards or provide for equitable adjustments or changes in the
terms of Awards, in connection with any merger, consolidation, sale of assets,
acquisition of property or stock, recapitalization, reorganization or similar
occurrence in which the Company is the continuing or surviving corporation, upon
such terms and conditions as it may deem equitable and appropriate.

                                   SECTION V.

                 CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC.

         5.1 Effect of Change of Control On Outstanding Awards. In the event of,
and upon a Change of Control, all Awards outstanding on the date of such Change
of Control shall become fully (100%) Vested.

         5.2 Termination of Employment After Change of Control. In the event
that an Employee's employment by the Company or a Subsidiary is terminated by
the Company or such Subsidiary for any reason, other than for Cause, within one
(1) year after a Change of Control, all of the outstanding Vested Stock Options
held by such Employee on the date of termination of employment shall be
exercisable for a period ending on the earlier to occur of the first anniversary
of the date of termination or the respective Expiration Dates of such Stock
Options.

         5.3 Merger, Consolidation, Etc. In the event that the Company shall,
pursuant to action by its Board of Directors, propose to (i) merge into,
consolidate with, sell or otherwise dispose of all or substantially all of its
assets, to another corporation or other entity and provision is not made
pursuant to the terms of such transaction for the assumption by the surviving,
resulting or acquiring corporation of outstanding Awards under the Plan, or the
substitution of new Awards therefor, or (ii) dissolve or liquidate, then (A) the
Committee shall cause written notice of such proposed transaction to be given to
each Participant not less than 30 days prior to the anticipated date of such
proposed transaction, and (B) all outstanding Awards that are not so assumed or
substituted for shall become fully (100%) Vested immediately prior, but subject,
to actual consummation of the transaction. Prior to a date specified in the
notice, which shall not be more than 3 days prior to the consummation of such
transaction, each

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<PAGE>

Participant shall have the right to exercise all Stock Options held by such
Participant that are not so assumed or substituted for on the following basis:
(i) such exercise shall be conditioned on consummation of such transaction, (ii)
such exercise shall be effective immediately prior to the consummation of such
transaction, and (iii) the Option Price for such Stock Options shall not be
required to be paid until 7 days after written notice by the Company to the
Participant that such transaction has been consummated. If such transaction is
consummated, each Option, to the extent not previously exercised prior to the
date specified in the foregoing notice of proposed transaction, shall terminate
upon the consummation of such transaction. If such transaction is abandoned, (a)
any and all conditional exercises of Stock Options in accordance with this
Section 5.3 shall be deemed annulled and of no force or effect and (b) to the
extent that any Award shall have Vested solely by operation of this Section 5.3,
such Vesting shall be deemed annulled and of no force or effect and the Vesting
provisions of such Award shall be reinstated.

         5.4 Applicability of Section V. The provisions of Section V shall apply
to all Awards granted under the Plan, unless and to the extent that the
Committee expressly provides otherwise in the terms of an Award at the time it
is granted.

                                   SECTION VI.

                       EFFECTIVE DATE AND DURATION OF PLAN

         6.1 Effective Date. This Plan shall become effective on the Effective
Date.

         6.2 Duration of Plan. The Plan shall continue in effect indefinitely
until terminated by the Board pursuant to Section XI. Notwithstanding the
continued effectiveness of this Plan, no Incentive Stock Option shall be granted
under this Plan on or after the tenth anniversary of the effective date of the
Plan.

                                   SECTION VII.

                                  STOCK OPTIONS

         7.1 Grants. Stock Options may be granted alone or in addition to other
Awards granted under this Plan. Each Option granted shall be designated as
either a Non-Qualified Stock Option or an Incentive Stock Option. One or more
Stock Options may be granted to any Eligible Person, except that only
Non-Qualified Stock Options may be granted to any Director of or Advisor to the
Company.

         7.2 Terms of Options. Except as otherwise required by Sections 7.3 and
7.4, Options granted under this Plan shall be subject to the following terms and
conditions and shall be in such form and contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem desirable:

                  (a) Option Price. The Option Price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant, except that no Stock Option may be granted to an Officer, and no
Incentive Stock Option may be granted to any Eligible Person, for an Option
Price less than 100% of Fair Market Value on the Grant Date.

                  (b) Option Term. The Term of each Stock Option shall be fixed
by the Committee, but no Stock Option shall be exercisable more than ten (10)
years after its Award Date.

                  (c) Exercisability. A Stock Option shall be exercisable at
such time or times and subject to such terms and conditions as shall be
specified in the Award Agreement; provided, however, that an Option may not be
exercised as to less than one hundred (100) Shares at any time unless the

                                       -7-

<PAGE>

number of Shares for which the Option is exercised is the total number available
for exercise at that time under the terms of the Option.

                  (d) Method of Exercise. Stock Options may be exercised in
whole or in part at any time during the Option Term by giving written notice of
exercise to the Company specifying the number of Shares to be purchased. Such
notice shall be accompanied by payment in full of the Option Price in cash
unless some other form of consideration is approved by the Committee at or after
the grant. Payment in full or in part also may be made in the form of Shares of
Common Stock owned by the Participant for at least six (6) months prior to
exercise, which Shares shall be valued at the Fair Market Value of the Common
Stock on the Exercise Date.

                  (e) Cashless Exercise. A Participant may elect to pay the
Exercise Price upon the exercise of an Option by authorizing a broker to sell
all or a portion of the Shares acquired upon exercise of the Option and remit to
the Company a sufficient portion of the sale proceeds to pay the entire Exercise
Price and any tax withholding resulting from such exercise.

                  (f) Non-Transferability of Options. Stock Options shall be
Transferable only to the extent provided in Section 12.3 of this Plan.

                  (g) Termination. Stock Options shall terminate in accordance
with Section X of this Plan.

                  (h) Buyout and Settlement Provisions. The Committee may at any
time offer to buy out an Option previously granted, based on such terms and
conditions as the Committee shall establish. The Committee may also substitute
new Stock Options for previously granted Stock Options having higher Option
Prices than the new Stock Options being substituted therefor.

         7.3 Incentive Stock Options. Incentive Stock Options shall be subject
to the following terms and conditions:

                  (a) Award Agreement. Any Award Agreement relating to an
Incentive Stock Option shall contain such terms and conditions as are required
for the Option to be an "incentive stock option" as that term is defined in
Section 422 of the Code.

                  (b) Ten Percent Shareholder. An Incentive Stock Option shall
not be awarded to any person who, at the time of the Award, owns or is deemed to
own (by reason of attribution rules of Section 424(d) of the Code) Shares
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, its parent, and its Subsidiaries.

                  (c) Qualification under the Code. Notwithstanding anything in
this Plan to the contrary, no term of this Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or
authority granted under this Plan be exercised, so as to disqualify this Plan
under Section 422 of the Code, or, without the consent of an affected
Participant, to disqualify any Incentive Stock Option under Section 422 of the
Code, except as may result in the event of a Change of Control.

                  (d) Notification of Disqualifying Disposition. Each Award
Agreement with respect to an Incentive Stock Option shall require the
Participant to notify the Company of any disposition of Shares of Common Stock
issued pursuant to the exercise of such Option under the circumstances described
in Section 421(b) of the Code (relating to certain disqualifying dispositions),
within ten (10) days of such disposition.

         7.4 Replacement Options. The Committee may provide at the time of grant
that an Option shall include the right to acquire a Replacement Option upon the
exercise of such Option (in whole or in part) prior to an Employee's termination
of employment if the payment of the Option Price is paid in Shares. In addition
to any other terms and conditions the Committee deems appropriate, the
Replacement Option shall be subject to the following terms:

                                       -8-

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                  (a) Number of Shares. The number of Shares subject to the
Replacement Option shall not exceed the number of whole Shares used to satisfy
the Option Price (whether by delivery of Shares to the Company or by reduction
of Shares otherwise deliverable to the Participant on exercise) of the original
Option and the number of whole Shares, if any, used to satisfy the payment for
withholding taxes (whether by such delivery or such reduction) in accordance
with Section 12.6.

                  (b) Grant Date. The Replacement Option Grant Date will be the
date of the exercise of the original Option.

                  (c) Option Price. The Option Price per share shall be the Fair
Market Value of a Share on the Replacement Option Grant Date.

                  (d) Vesting. The Replacement Option shall be exercisable no
earlier than one (1) year after the Replacement Option Grant Date.

                  (e) Term. The Term of the Replacement Option will not extend
beyond the Term of the original Option.

                  (f) Non-Qualified. The Replacement Option shall be a
Non-Qualified Stock Option.


                                  SECTION VIII.

                    RESTRICTED AND UNRESTRICTED STOCK AWARDS

         8.1 Grants of Restricted Stock Awards. The Committee may, in its
discretion, grant one or more Restricted Stock Awards to any Eligible Person.
Each Restricted Stock Award shall specify the number of Shares to be issued to
the Participant, the date of such issuance, the price, if any, to be paid for
such Shares by the Participant and the restrictions imposed on such Shares. The
Committee may grant Awards of Restricted Stock subject to the attainment of
specified performance goals, continued employment or such other limitations or
restrictions as the Committee may determine.

         8.2 Terms and Conditions of Restricted Awards. Restricted Stock Awards
shall be subject to the following provisions:

                  (a) Issuance of Shares. Shares of Restricted Stock may be
issued immediately upon grant or upon vesting as determined by the Committee.

                  (b) Stock Powers and Custody. If shares of Restricted Stock
are issued immediately upon grant, the Committee may require the Participant to
deliver a duly signed stock power, endorsed in blank, relating to the Restricted
Stock covered by such an Award. The Committee may also require that the stock
certificates evidencing such Shares be held in custody by the Company until the
restrictions on them shall have lapsed.

                  (c) Shareholder Rights. Unless otherwise determined by the
Committee at the time of grant, Participants receiving Restricted Stock Awards
shall not be entitled to dividend or voting rights for the Restricted Shares
until they are fully vested.

         8.3 Unrestricted Stock Awards. The Committee may make Awards of
unrestricted Common Stock to (i) Eligible Persons in recognition of outstanding
achievements or contributions by such persons or (ii) Directors for service on
the Board. Unrestricted Shares issued under this Section 8.3 may be issued for
no cash consideration.

                                       -9-

<PAGE>

                                   SECTION IX.

                               PERFORMANCE AWARDS

         9.1  Performance Awards. The Committee may, in its discretion, grant
Performance Awards to Eligible Persons in accordance with the following terms
and conditions:

                  (a) Grant. A Performance Award shall consist of the right to
receive either (i) Common Stock or cash of an equivalent value, or a combination
of both, at the end of a specified Performance Period (defined below) or (ii) a
fixed-dollar amount payable in cash or Shares, or a combination of both, at the
end of a specified Performance Period. The Committee shall determine the
Eligible Persons to whom and the time or times at which Performance Awards shall
be granted, the number of Shares or the amount of cash to be awarded to any
person, the duration of the period (the "Performance Period") during which, and
the conditions under which, a Participant's Performance Award will vest, and the
other terms and conditions of the Performance Award in addition to those set
forth in Section 9.2.

                  (b) Criteria for Awards. The Committee may condition the grant
or vesting of a Performance Award upon the attainment of specified performance
goals, including, but not limited to, appreciation in the Fair Market Value,
book value or other measure of value of the Common Stock, the performance of the
Company based on earnings or cash flow.

         9.2  Terms and Conditions of Performance Awards. Performance Awards
granted pursuant to this Section IX shall be subject to the following terms and
conditions:

                  (a) Dividends. Unless otherwise determined by the Committee at
the time of the grant of the Award, amounts equal to any dividends declared
during the Performance Period with respect to any Shares covered by a
Performance Award will not be paid to the Participant.

                  (b) Payment. Subject to the provisions of the Award Agreement
and this Plan, at the expiration of the Performance Period, share certificates,
cash or both (as the Committee may determine) shall be delivered to the
Participant, or his or her legal representative or guardian, in a number or an
amount equal to the vested portion of the Performance Award.

                  (c) Non-Transferability. Performance Awards shall not be
Transferable except in accordance with the provisions of Section 12.3 of this
Plan.

                  (d) Termination of Employment. Subject to the applicable
provisions of the Award Agreement and this Plan, upon termination of a
Participant's employment with the Company or a Subsidiary for any reason during
the Performance Period for a given Award, the Performance Award in question will
vest or be forfeited in accordance with the terms and conditions established by
the Committee.

                                   SECTION X.

                              TERMINATION OF AWARDS

         10.1 Termination of Awards to Employees and Directors. Subject to the
provisions of Section 10.2, all Awards issued to Employees and Directors under
this Plan shall terminate as follows:

                  (a) Termination by Death, Disability or Retirement. Unless
otherwise determined by the Committee at the time of grant, if an Employee's
employment by, or a Director's service on the board of, the Company or a
Subsidiary terminates by reason of death, Disability or Retirement, any Awards
held by such Participant shall become fully Vested and, in the case of Stock
Options, may thereafter be exercised by the Participant or by the Participant's
beneficiary or legal representative, for a period of three

                                      -10-

<PAGE>


(3) years (or such longer period as the Committee or, except in the case of
Participants who are Officers, the Chief Executive Officer of the Company may
specify at or after grant) after the date of such termination of employment or
service or until the expiration of the stated term of such Award, whichever
period is shorter.

                  (b) Termination For Cause. If an Employee's employment by, or
a Director's service on the board of, the Company or a Subsidiary is terminated
for Cause, or if after such termination such Participant engages in any act
which would have warranted a termination of such employment or service for
Cause, such Participant shall forfeit all of his or her rights to any
outstanding Awards which have not been exercised and all of such unexercised
Awards shall terminate upon the earlier to occur of the date of termination of
such employment or service or the date upon which the Participant has engaged in
any of the conduct described as justifying such a termination for Cause.

                  (c) Other Termination. Unless otherwise determined by the
Committee at the time of grant, if an Employee's employment by, or a Director's
service on the board of, the Company or a Subsidiary terminates for any reason
other than death, Disability, Retirement, or for Cause, all of such
Participant's Vested or otherwise exercisable Stock Options will terminate on
the earlier to occur of the stated expiration date of the Awards or ninety (90)
calendar days after such termination of employment or service. If a Participant
dies during the ninety (90) day period following the termination of the
employment or directorship, any unexercised Award held by the Participant shall
be exercisable, to the full extent that such Award was exercisable at the time
of death, for a period of one (1) year from the date of death or until the
expiration of the stated term of the Award, whichever occurs first.

         10.2 Acceleration of Vesting and Extension of Exercise Period Upon
Termination. Upon the termination of a Participant's employment or directorship
with the Company or any of the Company's Subsidiaries, excluding, however, any
Participant who has been terminated for Cause, either the Committee or, unless
the Committee determines otherwise, the Chief Executive Officer may in its or
his sole discretion:

                  (a) Accelerate the Vesting of, or otherwise cause to be
exercisable or free of restrictions, all or part of any Awards held by such
terminated Participant so that such Awards will be fully or partially
exercisable as of the date of termination of employment or such other date as
the Committee or Chief Executive Officer may choose; and

                  (b) Extend the exercise period of all or part of any Stock
Options held by such terminated Participant for up to five years from the date
of termination (whether such termination was because of death, Disability,
Retirement or otherwise) but in no event longer than the original expiration
date of such Award;

provided, however, that no person or entity other than the Committee shall have
the authority or discretion to accelerate the Vesting of, otherwise cause to be
exercisable or free of restrictions, or extend the exercise period of, any Award
granted to an Officer or Director of the Company.

         10.3 Buyout and Settlement of Awards. The Committee may at any time
offer to buy out an Award (of any type or kind) previously granted, based on
such terms and conditions as the Committee shall establish. The Committee may
also substitute new Awards for previously granted Awards with the new Awards
containing different terms and conditions, including different exercise prices,
than those contained in the Awards being replaced.

                                      -11-

<PAGE>

                                   SECTION XI.

                      TERMINATION OR AMENDMENT OF THIS PLAN

         11.1 Termination or Amendment. The Board may at any time, amend, in
whole or in part, any or all of the provisions of this Plan, or suspend or
terminate it entirely; provided, however, that, unless otherwise required by
law, the rights of a Participant with respect to any Awards granted prior to
such amendment, suspension or termination may not be impaired without the
consent of such Participant. In addition, no amendment may be made without first
obtaining shareholder approval if such amendment would increase the maximum
number of Shares which may be granted to any individual Participant, or increase
the total number of Shares available for issuance under this Plan.

                                  SECTION XII.

                               GENERAL PROVISIONS

         12.1 No Right to Continued Employment. The adoption of this Plan and
the granting of Awards hereunder shall not confer upon any Employee the right to
continued employment nor shall it interfere in any way with the right of the
Company or any Subsidiary to terminate the employment or directorship,
respectively, of any Employee at any time.

         12.2 Awards to Persons Outside the United States. To the extent
necessary or appropriate to comply with foreign law or practice, the Committee
may, without amending this Plan: (i) establish special rules applicable to
Awards granted to Eligible Persons who are either or both foreign nationals or
employed outside the United States, including rules that differ from those set
forth in this Plan, and (ii) grant Awards to such Eligible Persons in accordance
with those rules.

         12.3 Non-Transferability of Awards. Except as otherwise provided by the
Committee at or after grant, no Award or benefit payable under this Plan shall
be Transferable by the Participant during his or her lifetime, nor may it be
assigned, exchanged, pledged, transferred or otherwise encumbered or disposed of
except by will or the laws of descent and distribution; and no Award shall be
exercisable by anyone other than the Participant or the Participant's guardian
or legal representative during such Participant's lifetime. The Committee may in
its sole discretion permit a Participant to transfer a Non-Qualified Stock
Option for no consideration to or for the benefit of the Participant's Immediate
Family (including, without limitation, to a trust for the benefit of the
Participant's Immediate Family or to a partnership or limited liability company
for one or more members of the Participant's Immediate Family), subject to such
limits as the Committee may establish, and the transferee shall remain subject
to all the terms and conditions applicable to such Award.

         12.4 Other Plans. In no event shall the value of, or income arising
from, any Awards issued under this Plan be treated as compensation for purposes
of any pension, profit sharing, life insurance, disability or other retirement
or welfare benefit plan now maintained or hereafter adopted by the Company or
any Subsidiary, unless such plan specifically provides to the contrary.

         12.5 Unfunded Plan. This Plan is not a "Retirement Plan" or "Welfare
Plan" under the Employee Retirement Income Security Act of 1974, as amended.
This Plan shall be unfunded and shall not create (or be construed to create) a
trust or a separate fund or funds. This Plan shall not establish any fiduciary
relationship between the Company and any Participant or any other person. To the
extent any person holds any rights by virtue of an Award granted under this
Plan, such rights shall be no greater than the rights of an unsecured general
creditor of the Company.

         12.6 Withholding of Taxes. The Company shall have the right to deduct
from any payment to be made pursuant to this Plan, or to otherwise require,
prior to the issuance or delivery of any Shares or the payment of any cash to a
Participant, payment by the Participant of any Federal, state, local or foreign

                                      -12-

<PAGE>

taxes which the Company reasonably believes are required by law to be withheld.
The Committee may permit all or a portion of any such withholding obligation
(not exceeding the minimum amount required to be so withheld) to be satisfied by
reducing the number of shares otherwise deliverable or by accepting the delivery
of Shares previously owned by the Participant, which Shares shall be valued at
the Fair Market Value of the Common Stock on the exercise date. Any fraction of
a Share required to satisfy such tax obligations shall be disregarded and the
amount due shall be paid instead in cash by the Participant. The Company may
also withhold from any future earnings of salary, bonus or any other payment due
to the Participant the amount necessary to satisfy any outstanding tax
obligations related to the grant or exercise of any Award granted pursuant to
this Plan.

         12.7  Reimbursement of Taxes. The Committee may provide in its
discretion that the Company may reimburse a Participant for Federal, state,
local and foreign tax obligations incurred as a result of the grant or exercise
of an Award issued under this Plan.

         12.8  Governing Law. This Plan and all actions taken in connection with
it shall be governed by the laws of the State of Ohio, without regard to the
principles of conflict of laws.

         12.9  Liability. No employee of the Company nor member of the Committee
or the Board shall be liable for any action or determination taken or made in
good faith with respect to the Plan or any Award granted hereunder and, to the
fullest extent permitted by law, all employees and members of the Committee and
the Board shall be indemnified by the Company for any liability and expenses
which they may incur through any claim or cause of action arising under or in
connection with this Plan or any Awards granted under this Plan.

         12.10 Successors. All obligations of the Company under this Plan shall
be binding upon and inure to the benefit of any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business, stock, and/or assets of the Company.

                                      -13-

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