FIDELITY NATIONAL INFORMATION SOLUTIONS INC
EXHIBIT 10.67
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<TYPE>EX-10.67
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<FILENAME>a88364exv10w67.txt
<DESCRIPTION>EXHIBIT 10.67
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                                                                   EXHIBIT 10.67


                  FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
                            2001 STOCK INCENTIVE PLAN

        This 2001 STOCK INCENTIVE PLAN (the "Plan") is hereby established by
VISTA INFORMATION SOLUTIONS, INC., a Delaware corporation (the "Company"), and
adopted by its Board of Directors as of the 1st day of August, 2001 (the
"Effective Date").

                                   ARTICLE 1.

                              PURPOSES OF THE PLAN

     1.1 Purposes. The purposes of the Plan are (a) to enhance the Company's
ability to attract and retain the services of qualified employees, officers and
directors (including non-employee officers and directors), and consultants and
other service providers upon whose judgment, initiative and efforts the
successful conduct and development of the Company's business largely depends,
and (b) to provide additional incentives to such persons or entities to devote
their utmost effort and skill to the advancement and betterment of the Company,
by providing them an opportunity to participate in the ownership of the Company
and thereby have an interest in the success and increased value of the Company.

                                   ARTICLE 2.

                                   DEFINITIONS

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

     2.1 Administrator. "Administrator" means the Board or, if the Board
delegates responsibility for any matter to the Committee, the term Administrator
shall mean the Committee.

     2.2 Affiliated Company. "Affiliated Company" means any subsidiary of the
Company, any business venture which the Company has a significant interest, as
determined at the discretion of the Administrator. However, for purposes of
eligibility to receive Incentive Options, "Affiliated Company" means any "parent
corporation" or "subsidiary corporation" of the Company, whether now existing or
hereafter created or acquired, as those terms are defined in Sections 424(e) and
424(f) of the Code, respectively.

     2.3 Award. "Award" means any award made pursuant to Articles 5, 6, and 6A
of this Plan including Options, Restricted Stock, and Deferred Shares.

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

     2.5 Change in Control. "Change in Control" shall mean (i) the acquisition,
directly or indirectly, by any person or group (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial
ownership of securities of the Company possessing more than fifty percent (50%)
of the total combined voting power of all outstanding securities of the Company;
(ii) a merger or consolidation in which the Company is not the surviving entity,
except for a transaction in which the holders of the outstanding voting
securities of the Company immediately prior to such merger or consolidation
hold, in the aggregate, securities

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possessing more than fifty percent (50%) of the total combined voting power of
all outstanding voting securities of the surviving entity immediately after such
merger or consolidation; (iii) a reverse merger in which the Company is the
surviving entity but in which securities possessing more than fifty percent
(50%) of the total combined voting power of all outstanding voting securities of
the Company are transferred to or acquired by a person or persons different from
the persons holding those securities immediately prior to such merger; (iv) the
sale, transfer or other disposition (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (v)
the approval by the shareholders of a plan or proposal for the liquidation or
dissolution of the Company.

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

     2.7 Committee. "Committee" means a committee of two or more "outside"
(within the meaning of Code Section 162(m)) members of the Board appointed to
administer the Plan, as set forth in Section 7.1 hereof.

     2.8 Common Stock. "Common Stock" means the Common Stock, $.0001 par value
of the Company, subject to adjustment pursuant to Section 4.2 hereof.

     2.9 Continuous Service. "Continuous Service" means uninterrupted service as
an Officer, employee of the Company or of an Affiliated Company, member of the
Board (whether or not employed by the Company or an Affiliated Company), or
Service Provider. Continuous Service shall not be considered interrupted (unless
an Award otherwise specifies) in the case of: (i) any approved or
legally-mandated leave of absence, provided that such leave is for a period of
not more than 90 days, unless reemployment upon the expiration of such leave is
guaranteed by contract or statute, or unless provided otherwise pursuant to
Company policy; (ii) changes in status with the Company (including changes to
advisory or emeritus status); or (iii) in the case of transfers between
locations of the Company or between the Company, any Affiliated Company, or
their respective successors.

     2.10 Deferred Share. "Deferred Share" means a share of the Common Stock
credited under Section 6A.2 of this Plan.

     2.11 Disability. "Disability" means permanent and total disability as
defined in Section 22(e)(3) of the Code. The Administrator's determination of a
Disability or the absence thereof shall be conclusive and binding on all
interested parties.

     2.12 Effective Date. "Effective Date" means the date on which the Plan is
adopted by the Board, as set forth on the first page hereof.

     2.13 Exercise Price. "Exercise Price" means the purchase price per share of
Common Stock payable upon exercise of an Option.

     2.14 Fair Market Value. "Fair Market Value" on any given date means the
value of one share of Common Stock, determined as follows:

          (a) If the Common Stock is then listed or admitted to trading on a
national stock exchange or a NASDAQ market system which reports closing sale
prices, the Fair Market Value


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shall be the closing sale price on the date of valuation on the principal stock
exchange or NASDAQ market system on which the Common Stock is then listed or
admitted to trading, or, if no closing sale price is quoted on such day, then
the Fair Market Value shall be the closing sale price of the Common Stock on
such exchange or NASDAQ market system on the next preceding day for which a
closing sale price is reported.

          (b) If the Common Stock is not then listed or admitted to trading on a
national stock exchange or NASDAQ market system which reports closing sale
prices, the Fair Market Value shall be the average of the closing bid and asked
prices of the Common Stock in the over-the-counter market on the date of
valuation.

          (c) If neither (a) nor (b) is applicable as of the date of valuation,
then the Fair Market Value shall be determined by the Administrator in good
faith using any reasonable method of evaluation, which determination shall be
conclusive and binding on all interested parties.

     2.15 Incentive Option. "Incentive Option" means any Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

     2.16 Incentive Option Agreement. "Incentive Option Agreement" means an
Option Agreement with respect to an Incentive Option.

     2.17 NASD Dealer. "NASD Dealer" means a broker-dealer that is a member of
the National Association of Securities Dealers, Inc.

     2.18 Nonqualified Option. "Nonqualified Option" means any Option that is
not an Incentive Option. To the extent that any Option designated as an
Incentive Option fails in whole or in part to qualify as an Incentive Option,
including, without limitation, for failure to meet the limitations applicable to
a 10% Shareholder or because it exceeds the annual limit provided for in Section
5.6 below, it shall to that extent constitute a Nonqualified Option.

     2.19 Nonqualified Option Agreement. "Nonqualified Option Agreement" means
an Option Agreement with respect to a Nonqualified Option.

     2.20 Offeree. "Offeree" means a Participant to whom a Right to Purchase has
been offered or who has acquired Restricted Stock under the Plan.

     2.21 Option. "Option" means any option to purchase Common Stock granted
pursuant to the Plan.

     2.22 Option Agreement. "Option Agreement" means the written agreement
entered into between the Company and the Optionee with respect to an Option
granted under the Plan.

     2.23 Optionee. "Optionee" means a Participant who holds an Option.

     2.24 Participant. "Participant" means an individual or entity who holds an
Option, a Right to Purchase, Restricted Stock, or rights to Deferred Shares
under the Plan.

     2.25 Purchase Price. "Purchase Price" means the purchase price per share of
Restricted Stock payable upon acceptance of a Right to Purchase.


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     2.26 Restricted Stock. "Restricted Stock" means shares of Common Stock
issued pursuant to Article 6 hereof, subject to any restrictions and conditions
as are established pursuant to such Article 6.

     2.27 Right to Purchase. "Right to Purchase" means a right to purchase
Restricted Stock granted to an Offeree pursuant to Article 6 hereof.

     2.28 Service Provider. "Service Provider" means a consultant or other
person or entity who provides services to the Company or an Affiliated Company
and who the Administrator authorizes to become a Participant in the Plan.

     2.29 Stock Purchase Agreement. "Stock Purchase Agreement" means the written
agreement entered into between the Company and the Offeree with respect to a
Right to Purchase or a right to accrue Deferred Shares offered under the Plan.

     2.30 10% Shareholder. "10% Shareholder" means a person who, as of a
relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of an
Affiliated Company.

                                   ARTICLE 3.

                                   ELIGIBILITY

     3.1 Incentive Options. Officers and other employees of the Company or of an
Affiliated Company (including members of the Board if they are employees of the
Company or of an Affiliated Company) are eligible to receive Incentive Options
under the Plan.

     3.2 Nonqualified Options, Rights to Purchase, Restricted Stock, and
Deferred Shares. Officers and other employees of the Company or of an Affiliated
Company, members of the Board or of the board of directors of any Affiliated
Company (whether or not employed by the Company or an Affiliated Company),
Service Providers, customers and suppliers of the Company or of an Affiliated
Company are eligible to receive Nonqualified Options, Rights to Purchase,
Restricted Stock, or Deferred Shares under the Plan.

     3.3 Limitation on Shares. In no event shall any Participant be granted
Options or Rights to Purchase pursuant to which the aggregate number of shares
of Common Stock that may be acquired thereunder exceeds the total number of
shares then available for grants under Section 4.1 hereof. In no event shall the
aggregate number of shares of Common Stock subject to Incentive Options exceed
3,300,000.

                                   ARTICLE 4.

                                   PLAN SHARES

     4.1 Shares Subject to the Plan. A total of 3,300,000 shares of Common
Stock, plus, on the date of each annual meeting of the stockholders, an
additional 330,000 shares of Common Stock, may be issued under the Plan subject
to adjustment as to the number and kind of shares pursuant to


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Section 4.2 hereof. For purposes of this limitation, in the event that (a) all
or any portion of any Option or Right to Purchase granted or offered under the
Plan can no longer under any circumstances be exercised, or (b) any shares of
Common Stock are reacquired by the Company pursuant to an Incentive Option
Agreement, Nonqualified Option Agreement or Stock Purchase Agreement or (c) any
shares of Restricted Stock or Deferred Shares are forfeited for any reason, the
shares of Common Stock allocable to the unexercised portion of such Option or
such Right to Purchase, or the shares so reacquired of forfeited, shall again be
available for grant or issuance under the Plan.

     4.2 Changes in Capital Structure. In the event that the outstanding shares
of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other change in the capital structure of
the Company, then appropriate adjustments shall be made by the Administrator to
the aggregate number and kind of shares subject to this Plan, and the number and
kind of shares and the price per share subject to outstanding Option Agreements,
Rights to Purchase and Stock Purchase Agreements, Restricted Stock, or Deferred
Share Awards in order to preserve, as nearly as practical, but not to increase,
the benefits to Participants.

                                   ARTICLE 5.

                                     OPTIONS

     5.1 Option Agreement. Each Option granted pursuant to this Plan shall be
evidenced by an Option Agreement which shall specify the number of shares
subject thereto, the Exercise Price per share, and whether the Option is an
Incentive Option or Nonqualified Option. As soon as is practical following the
grant of an Option, an Option Agreement shall be duly executed and delivered by
or on behalf of the Company to the Optionee to whom such Option was granted.
Each Option Agreement shall be in such form and contain such additional terms
and conditions, not inconsistent with the provisions of this Plan, as the
Administrator shall, from time to time, deem desirable, including, without
limitation, the imposition of any rights of first refusal and resale obligations
upon any shares of Common Stock acquired pursuant to an Option Agreement. Each
Option Agreement may be different from each other Option Agreement.

     5.2 Exercise Price. The Exercise Price per share of Common Stock covered by
each Option shall be determined by the Administrator, subject to the following:

          (a) the Exercise Price of an Incentive Option shall not be less than
100% of Fair Market Value on the date the Incentive Option is granted, and (b)
if the person to whom an Incentive Option is granted is a 10% Shareholder on the
date of grant, the Exercise Price shall not be less than 110% of Fair Market
Value on the date the Option is granted.

          (b) the Exercise Price, for each Nonqualified Option granted pursuant
to any program by which the Administrator or the Board allows a select
Participant to receive Nonqualified Options in lieu of a bonus otherwise payable
in cash, shall be reduced below Fair Market Value at the election of the
Participant and in such dollar increment per Nonqualified Option as the
Administrator determines in its discretion; provided that the aggregate Exercise
Price reduction for the Nonqualified Options issued to such Participant shall
equal the bonus that the Company would otherwise have paid in cash but for the
Participant's election to defer compensation.


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          (c) notwithstanding subsections (a) and (b), the Administrator in its
discretion may reduce the Exercise Price of an Option in accordance with the
terms of any bonus deferral program maintained by the Company.

     5.3 Payment of Exercise Price. Payment of the Exercise Price shall be made
upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by: (a) cash; (b) certified or
official bank check, wire transfer, or the equivalent thereof acceptable to the
Company; (c) the surrender of shares of Common Stock owned by the Optionee that
have been held by the Optionee for at least six (6) months, which surrendered
shares shall be valued at Fair Market Value as of the date of such exercise; (d)
the Optionee's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Optionee; (f) the waiver of compensation due or accrued to the Optionee for
services rendered; (g) provided that a public market for the Common Stock
exists, a "same day sale" commitment from the Optionee and an NASD Dealer
whereby the Optionee irrevocably elects to exercise the Option and to sell a
portion of the shares so purchased to pay for the Exercise Price and whereby the
NASD Dealer irrevocably commits upon receipt of such shares to forward the
Exercise Price directly to the Company; (h) provided that a public market for
the Common Stock exists, a "margin" commitment from the Optionee and an NASD
Dealer whereby the Optionee irrevocably elects to exercise the Option and to
pledge the shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the Exercise Price,
and whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the Exercise Price directly to the Company; or (i) any combination of
the foregoing methods of payment or any other consideration or method of payment
as shall be permitted by applicable corporate law. In addition, where the
Committee provides written approval after investigating the associated financial
accounting consequences, the Committee may provide in an Option Agreement for
the payment of the Exercise Price on a cashless basis, by stating in the
exercise notice the number of shares of Common Stock the Optionee elects to
purchase pursuant to such exercise (in which case the Optionee shall receive a
number of shares of Common Stock equal to the number the Optionee would have
received upon such exercise for cash less such number of shares of Common Stock
as shall then have a Fair Market Value in the aggregate equal to the Exercise
Price due in respect of such exercise). The Committee may, in its discretion and
for any reason, refuse to accept a particular form of consideration (other than
cash or a certified or official bank check) at the time of any Option exercise.

     5.4 Term and Termination of Options. The term and provisions for
termination of each Option shall be as fixed by the Administrator, but no
Incentive Option may be exercisable more than ten (10) years after the date it
is granted. An Incentive Option granted to a person who is a 10% Shareholder on
the date of grant shall not be exercisable more than five (5) years after the
date it is granted.

     5.5 Vesting and Exercise of Options. Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to
such conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Administrator.

     5.6 Annual Limit on Incentive Options. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Common Stock shall
not, with respect to which Incentive Options granted


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under this Plan and any other plan of the Company or any Affiliated Company
become exercisable for the first time by an Optionee during any calendar year,
exceed $100,000.

     5.7 Nontransferability of Options. Except as otherwise provided by the
Administrator, no Incentive Option shall be assignable or transferable except by
will or the laws of descent and distribution, and during the life of the
Optionee shall be exercisable only by such optionee. Any other Award pursuant to
the Plan shall be transferable only by will, the laws of descent and
distribution, or to an immediate family member of the optionee or a trust for an
immediate family member; provided that any transferee of such an Award shall be
subject to the terms of the original Award.

     5.8 Rights as Shareholder. An Optionee or permitted transferee of an Option
shall have no rights or privileges as a shareholder with respect to any shares
covered by an Option until such Option has been duly exercised and certificates
representing shares purchased upon such exercise have been issued to such
person.

                                   ARTICLE 6.

                               RIGHTS TO PURCHASE

     6.1 Nature of Right to Purchase. A Right to Purchase granted to an Offeree
entitles the Offeree to purchase, for a Purchase Price determined by the
Administrator, shares of Common Stock subject to such terms, restrictions and
conditions as the Administrator may determine at the time of grant ("Restricted
Stock"). Such conditions may include, but are not limited to, continued
employment or the achievement of specified performance goals or objectives.

     6.2 Acceptance of Right to Purchase. An Offeree shall have no rights with
respect to the Restricted Stock subject to a Right to Purchase unless the
Offeree shall have accepted the Right to Purchase within ten (10) days (or such
longer or shorter period as the Administrator may specify) following the grant
of the Right to Purchase by making payment of the full Purchase Price to the
Company in the manner set forth in Section 6.3 hereof and by executing and
delivering to the Company a Stock Purchase Agreement. Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Administrator shall, from
time to time, deem desirable. Each Stock Purchase Agreement may be different
from each other Stock Purchase Agreement.

     6.3 Payment of Purchase Price. Subject to any legal restrictions, payment
of the Purchase Price upon acceptance of a Right to Purchase Restricted Stock
may be made, in the discretion of the Administrator, by: (a) cash; (b) certified
or official bank check, wire transfer, or the equivalent thereof acceptable to
the Company; (c) the surrender of shares of Common Stock owned by the Offeree
that have been held by the Offeree for at least six (6) months, which
surrendered shares shall be valued at Fair Market Value as of the date of such
exercise; (d) the Offeree's promissory note in a form and on terms acceptable to
the Administrator; (e) the cancellation of indebtedness of the Company to the
Offeree; (f) the waiver of compensation due or accrued to the Offeree for
services rendered; or (g) any combination of the foregoing methods of payment or
any other consideration or method of payment as shall be permitted by applicable
corporate law.


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<PAGE>

     6.4 Rights as a Shareholder. Upon complying with the provisions of Section
6.2 hereof, an Offeree shall have the rights of a shareholder with respect to
the Restricted Stock purchased pursuant to the Right to Purchase, including
voting and dividend rights, subject to the terms, restrictions and conditions as
are set forth in the Stock Purchase Agreement. Unless the Administrator shall
determine otherwise, certificates evidencing shares of Restricted Stock shall
remain in the possession of the Company until such shares have vested in
accordance with the terms of the Stock Purchase Agreement.

     6.5 Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement. In the event of
termination of a Participant's employment, service as a director of the Company
or Service Provider status for any reason whatsoever (including death or
disability), the Stock Purchase Agreement may provide, in the discretion of the
Administrator, that the Company shall have the right, exercisable at the
discretion of the Administrator, to repurchase (i) at the original Purchase
Price, any shares of Restricted Stock which have not vested as of the date of
termination, and (ii) at Fair Market Value, any shares of Restricted Stock which
have vested as of such date, on such terms as may be provided in the Stock
Purchase Agreement.

     6.6 Vesting of Restricted Stock. The Stock Purchase Agreement shall specify
the date or dates, the performance goals or objectives which must be achieved,
and any other conditions on which the Restricted Stock may vest.

     6.7 Dividends. If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Administrator, to repayment of such
note.

     6.8 Nonassignability of Rights. No Right to Purchase shall be assignable or
transferable except by will or the laws of descent and distribution or as
otherwise provided by the Administrator.

     6.9 Deferral Elections. The Participant may elect in accordance with
Article 6A.1 hereto, with the Committee's consent, to exchange Restricted Stock
for an equivalent Deferred Share Award under Article 6A hereto (or a deferred
compensation provision under another Company plan).

                                   ARTICLE 6A.

                                 DEFERRED SHARES

        6A.1 Deferral Elections. The Committee may permit employees of the
Company or of an Affiliated Company, members of the Board (whether or not
employed by the Company or an Affiliated Company), and Service Providers to
irrevocably elect to receive the credits described in Section 6A.2 below in lieu
of fees, salary, or other income from the Company that the Participant earns
after the election; provided that employees of the Company will only be
permitted to make deferral elections if the Committee determines they are
members of a select group of management or highly compensated employees (within
the meaning of the Employee Retirement Income Security Act of 1974). Any
election pursuant to this Section 6A.1 shall be made before the Participant
becomes legally entitled to the fees, salary, or other income being deferred;
provided that (a) a deferral election with respect to Restricted Stock of
previously Deferred Shares must be made more than 12 months before a
Participant's Restricted Stock vests or Deferred Shares are scheduled to be
distributed to a Participant pursuant to this Article 6A; and provided further
that (b) the Committee


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will honor an election made within 12 months of a scheduled vesting date (or
distribution date for Deferred Shares) if the Participant consents in the
election to irrevocably forfeit 5% of the Restricted Stock or Deferred Shares to
which the Participant would otherwise be entitled.

        6A.2 Deferred Share Credits and Earnings. The Committee shall establish
an internal Plan account for each Participant who makes an election under
Section 6A.1 hereto. At the end of each calendar year thereafter (or such more
frequent periods as the Committee may direct or approve), the Committee shall
credit the Participant's account with a number of Deferred Shares having a Fair
Market Value on that date equal to the compensation deferred during the year,
and any cash dividends paid during the year on Deferred Shares previously
credited to the Participant's account. The Committee shall hold each
Participant's Deferred Shares until distribution is required pursuant to Section
6A.4 hereto.

        6A.3 Rights to Deferred Shares. Except as provided in Section 6.9
hereto, a Participant shall at all times be 100% vested in his or her right to
any Deferred Shares and any associated cash earnings. A Participant's right to
Deferred Shares shall at all times constitute an unsecured promise of the
Company to pay benefits as they come due.

        6A.4 Distribution of Deferred Shares and Earnings. The Committee shall
distribute a Participant's Deferred Shares in five substantially equal annual
installments in real Shares commencing as of the first day of the calendar year
beginning after the Participant's Continuous Service terminates, provided that
the Committee will honor a Participant's election of a different time and manner
of distribution if the election is made on a form approved by the Committee
pursuant hereto. Fractional shares shall not be distributed, and instead shall
be paid out in cash.

        6A.5 Hardship Withdrawals. A Participant may apply to the Committee for
an immediate distribution of all or a portion of his or her Deferred Shares on
account of hardship. The hardship must result from a sudden and unexpected
illness or accident of the Participant or dependent, casualty loss of property,
or other similar conditions beyond the control of the Participant. School
expenses or residence purchases, for example, will not be considered hardships.
Distributions will not be made to the extent a hardship could be relieved
through insurance or by liquidation of the Participant's nonessential assets.
The amount of any distribution hereunder shall be limited to the amount
necessary to relieve the Participant's financial hardship. The determination of
whether a Participant has a qualifying hardship and the amount to be
distributed, if any, shall be made by the Committee in its discretion. The
Committee may require evidence of the purpose and amount of the need, and may
establish such application or other procedures as it deems appropriate.

                                   ARTICLE 7.

                           ADMINISTRATION OF THE PLAN

     7.1 Administrator. Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate such
responsibilities in whole or in part to a committee consisting of two (2) or
more "outside" (within the meaning of Code Section 162(m)) members of the Board
(the "Committee"). Members of the Committee may be appointed from time to time
by, and shall serve at the pleasure of, the Board. As used herein, the term
"Administrator" means the Board or, with respect to any matter as to which
responsibility has been delegated to the Committee, the term Administrator shall
mean the Committee.


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<PAGE>

     7.2 Powers of the Administrator. In addition to any other powers or
authority conferred upon the Administrator elsewhere in the Plan or by law, the
Administrator shall have full power and authority: (a) to determine the persons
to whom, and the time or times at which, Incentive Options or Nonqualified
Options shall be granted and Rights to Purchase and the opportunity to accrue
Deferred Shares shall be offered, the number of shares to be represented by each
Option and Right to Purchase and the consideration to be received by the Company
upon the exercise thereof; (b) to interpret the Plan; (c) to create, amend or
rescind rules and regulations relating to the Plan; (d) to determine the terms,
conditions and restrictions contained in, and the form of, Option Agreements and
Stock Purchase Agreements; (e) to determine the identity or capacity of any
persons who may be entitled to exercise a Participant's rights under any Option
or Right to Purchase under the Plan; (f) to correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Option Agreement
or Stock Purchase Agreement; (g) to accelerate the vesting of any Option or
release or waive any repurchase rights of the Company with respect to Restricted
Stock; (h) to extend the exercise date of any Option or acceptance date of any
Right to Purchase; (i) to provide for rights of first refusal and/or repurchase
rights; (j) to amend outstanding Option Agreements and Stock Purchase Agreements
to provide for, among other things, any change or modification which the
Administrator could have provided for upon the grant of an Option or Right to
Purchase or in furtherance of the powers provided for herein; and (k) to make
all other determinations necessary or advisable for the administration of the
Plan, but only to the extent not contrary to the express provisions of the Plan.
Any action, decision, interpretation or determination made in good faith by the
Administrator in the exercise of its authority conferred upon it under the Plan
shall be final and binding on the Company and all Participants.

     7.3 Limitation on Liability. No employee of the Company or member of the
Board or Committee shall be subject to any liability with respect to duties
under the Plan unless the person acts fraudulently or in bad faith. To the
extent permitted by law, the Company shall indemnify each member of the Board or
Committee, and any employee of the Company with duties under the Plan, who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed proceeding, whether civil, criminal, administrative or
investigative, by reason of such person's conduct in the performance of duties
under the Plan.

                                   ARTICLE 8.

                                CHANGE IN CONTROL

     8.1 Change in Control. In order to preserve a Participant's rights in the
event of a Change in Control of the Company, (i) the time period relating to the
exercise or realization of all outstanding Options, Rights to Purchase and
Restricted Stock shall automatically accelerate immediately prior to the
consummation of such Change in Control, and (ii) with respect to Options, Rights
to Purchase, or Deferred Shares the Administrator in its discretion may, at any
time an Option, Right to Purchase, or Deferred Share Award is granted, or at any
time thereafter, take one or more of the following actions: (A) provide for the
purchase or exchange of each Option or Right to Purchase for an amount of cash
or other property having a value equal to the difference, or spread, between (x)
the value of the cash or other property that the Participant would have received
pursuant to such Change in Control transaction in exchange for the shares
issuable upon exercise of the Option or Right to Purchase had the Option or
Right to Purchase been exercised immediately prior to such Change in Control
transaction and (y) the Exercise Price of such Option or the Purchase Price
under such Right to Purchase, (B) adjust the terms of the Options, Rights to
Purchase, or Deferred Shares in a manner


                                       10
<PAGE>

determined by the Administrator to reflect the Change in Control, (C) cause the
Options, Rights to Purchase, or Deferred Shares to be assumed, or new rights
substituted therefor, by another entity, through the continuance of the Plan and
the assumption of outstanding Options, Rights to Purchase, or Deferred Shares,
or the substitution for such Options, Rights to Purchase, and Deferred Shares of
new options, new rights to purchase or new deferred shares of comparable value
covering shares of a successor corporation, with appropriate adjustments as to
the number and kind of shares and Exercise Prices, in which event the Plan and
such Options, Rights to Purchase, or Deferred Shares, or the new options, rights
to purchase and deferred shares substituted therefor, shall continue in the
manner and under the terms so provided, or (D) make such other provision as the
Administrator may consider equitable. If the Administrator does not take any of
the forgoing actions, all Options, Rights to Purchase, or Deferred Shares shall
terminate upon the consummation of the Change in Control, unless the Common
Stock remains listed or admitted to trading on a national stock exchange or a
NASDAQ market system. The Administrator shall cause written notice of the
proposed Change in Control transaction to be given to all Participants not less
than fifteen (15) days prior to the anticipated effective date of the proposed
transaction.

                                   ARTICLE 9.

                      AMENDMENT AND TERMINATION OF THE PLAN

     9.1 Amendments. The Board may from time to time alter, amend, suspend or
terminate the Plan in such respects as the Board may deem advisable. The Board
may alter or amend the Plan to comply with requirements under the Code relating
to Incentive Options or other types of options which give Optionees more
favorable tax treatment than that applicable to Options granted under this Plan
as of the date of its adoption. Upon any such alteration or amendment, any
outstanding Option granted hereunder may, if the Administrator so determines and
if permitted by applicable law, be subject to the more favorable tax treatment
afforded to an Optionee pursuant to such terms and conditions.

     9.2 Plan Termination. Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the tenth (10th) anniversary of the
Effective Date and no Options, Rights to Purchase, or Deferred Shares may be
granted under the Plan thereafter, but Option Agreements, Stock Purchase
Agreements and Rights to Purchase then outstanding shall continue in effect in
accordance with their respective terms.

                                  ARTICLE 10.

                                 TAX WITHHOLDING

     10.1 Withholding. The Company shall have the power to withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy any
applicable Federal, state, and local tax withholding requirements with respect
to any Options exercised or Restricted Stock or Deferred Share issued under the
Plan. To the extent permissible under applicable tax, securities and other laws,
the Administrator may, in its sole discretion and upon such terms and conditions
as it may deem appropriate, permit a Participant to satisfy his or her
obligation to pay any such tax, in whole or in part, up to an amount determined
on the basis of the highest marginal tax rate applicable to such Participant, by
(a) directing the Company to apply shares of Common Stock to which the
Participant


                                       11
<PAGE>

is entitled as a result of the exercise of an Option or as a result of the
purchase of or lapse of restrictions on Restricted Stock or (b) delivering to
the Company shares of Common Stock owned by the Participant. The shares of
Common Stock so applied or delivered in satisfaction of the Participant's tax
withholding obligation shall be valued at their Fair Market Value as of the date
of measurement of the amount of income subject to withholding.

                                  ARTICLE 11.

                                  MISCELLANEOUS

     11.1 Benefits Not Alienable. Other than as provided above, benefits under
the Plan may not be assigned or alienated, whether voluntarily or involuntarily.
Any unauthorized attempt at assignment, transfer, pledge or other disposition
shall be without effect.

     11.2 No Enlargement Of Employee Rights. This Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute a
contract between the Company and any Participant to be consideration for, or an
inducement to, or a condition of, the employment of any Participant. Nothing
contained in the Plan shall be deemed to give the right to any Participant to be
retained as an employee of the Company or any Affiliated Company or to limit the
right of the Company or any Affiliated Company to discharge any Participant at
any time.

     11.3 Application Of Funds. The proceeds received by the Company from the
sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.


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