NEWFIELD EXPLORATION CO /DE/
NEWFIELD EXPLORATION COMPANY STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>h14489exv10w2.txt
<DESCRIPTION>NEWFIELD EXPLORATION COMPANY STOCK PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                          NEWFIELD EXPLORATION COMPANY
                            2004 OMNIBUS STOCK PLAN

                                  I.  PURPOSE

     The purpose of this NEWFIELD EXPLORATION COMPANY 2004 OMNIBUS STOCK PLAN
(this "PLAN") is to provide a means through which NEWFIELD EXPLORATION COMPANY,
a Delaware corporation (the "COMPANY"), and its subsidiaries may attract and
retain able employees and to provide a means whereby those individuals upon whom
the responsibilities of the successful administration and management of the
Company and its subsidiaries rest, and whose present and potential contributions
to the welfare of the Company and its subsidiaries are of importance, can
acquire and maintain stock ownership, thereby strengthening their concern for
the welfare of the Company and its subsidiaries. A further purpose of this Plan
is to provide employees with additional incentive and reward opportunities
designed to enhance the profitable growth of the Company and its subsidiaries
and to better align the interests of such employees with those of the Company's
stockholders. Accordingly, this Plan provides for granting Incentive Stock
Options, options that do not constitute Incentive Stock Options, Restricted
Stock Awards and any combination of the foregoing, as is best suited to the
circumstances of a particular employee.

                       II.  DEFINITIONS AND CONSTRUCTION

     (A) DEFINITIONS.  Where the following words and phrases are used in this
Plan, they shall have the respective meanings set forth below, unless the
context clearly indicates to the contrary:

     "AWARD" means, individually or collectively, any Option or Restricted Stock
Award.

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

     "CHANGE OF CONTROL" means the occurrence of any of the following events:
(i) the Company is not the surviving Person in any merger, consolidation or
other reorganization (or survives only as a subsidiary of another Person), (ii)
the stockholders of the Company approve a merger or consolidation of the Company
with another Person and as a result of such merger or consolidation less than
50% of the outstanding voting securities of the surviving or resulting
corporation will be issued in respect of the capital stock of the Company, (iii)
the Company sells, leases or exchanges all or substantially all of its assets to
any other Person, (iv) the Company is to be dissolved and liquidated, (v) any
Person, including a "group" as contemplated by Section 13(d)(3) of the Exchange
Act, acquires or gains ownership or control (including the power to vote) of
more than 50% of the outstanding shares of the Company's voting stock (based
upon voting power) or (vi) as a result of or in connection with a contested
election of directors, the Persons who were directors of the Company before such
election cease to constitute a majority of the Board. Notwithstanding the
foregoing, for purposes of Paragraph IX(d), the definition of "Change of
Control" shall not include clause (i) above or any merger, consolidation,
reorganization, sale, lease, exchange, or similar transaction involving solely
the Company and one or more Persons that were wholly owned, directly or
indirectly, by the Company immediately prior to such event.

     "CHANGE OF CONTROL VALUE" means (i) the price per share offered to
stockholders of the Company in any merger, consolidation, reorganization, sale
of assets or dissolution transaction that constitutes a Change of Control, (ii)
the price per share offered to stockholders of the Company in any tender offer
or exchange offer whereby a Change of Control takes place, or (iii) if a Change
of Control occurs other than pursuant to a tender offer or exchange offer, the
fair market value per share of the shares into which Awards are exercisable, as
determined by the Committee. If the consideration offered to stockholders of the
Company in any Change of Control transaction consists of anything other than
cash, the Committee shall determine the fair cash equivalent of the portion of
the consideration offered that is other than cash.
<PAGE>

     "CODE" means the Internal Revenue Code of 1986, as amended. Reference in
this Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such section.

     "COMMITTEE" means, subject to Paragraph IV(d), the Compensation &
Management Development Committee of the Board.

     "COMMON STOCK" means the common stock, par value $.01 per share, of the
Company, or any security into which such Common Stock may be changed by reason
of any transaction or event of the type described in Paragraph IX.

     "COMPANY" has the meaning specified in Paragraph I.

     An "EMPLOYEE" means any Person (including an officer or a director) in an
employment relationship with the Company or any parent or subsidiary corporation
(as defined in section 424 of the Code).

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "FAIR MARKET VALUE" means, as of any specified date, the mean of the high
and low sales prices of the Common Stock (i) reported by the National Market
System of NASDAQ on that date or (ii) if the Common Stock is listed on a
national stock exchange, reported on the stock exchange composite tape on that
date (or such other reporting service approved by the Committee); or, in either
case, if no prices are reported on that date, on the last preceding date on
which such prices of the Common Stock were so reported. If the Common Stock is
traded over the counter at the time a determination of its fair market value is
required to be made hereunder, its fair market value shall be deemed to be equal
to the average between the reported high and low or closing bid and asked prices
of Common Stock on the most recent date on which Common Stock was publicly
traded. If the Common Stock is not publicly traded at the time a determination
of its value is required to be made hereunder, the determination of its fair
market value shall be made by the Committee in such manner as it deems
appropriate.

     "FORFEITURE RESTRICTIONS" has the meaning specified in Paragraph VIII(a).

     "HOLDER" means an employee who has been granted an Award, all or any
portion of which remains outstanding.

     "INCENTIVE STOCK OPTION" means an incentive stock option within the meaning
of section 422 of the Code.

     "OPTION" means an Award granted under Paragraph VII of this Plan and
includes both Incentive Stock Options to purchase Common Stock and Options to
purchase Common Stock that do not constitute Incentive Stock Options.

     "OPTION AGREEMENT" means a written agreement between the Company and a
Holder with respect to an Option.

     "PERSON" means any individual, partnership, corporation, limited liability
company, trust, incorporated or unincorporated organization or association or
other legal entity of any kind.

     "PLAN" means this Newfield Exploration Company 2004 Omnibus Stock Plan, as
it may be amended from time to time.

     "RESTRICTED STOCK AGREEMENT" means a written agreement between the Company
and a Holder with respect to a Restricted Stock Award.

     "RESTRICTED STOCK AWARD" means an Award granted under Paragraph VIII of
this Plan.

     "RULE 16B-3" means Securities and Exchange Commission Rule 16b-3
promulgated under the Exchange Act, as it may be amended from time to time, and
any successor rule, regulation or statute fulfilling the same or a similar
function.
<PAGE>
     (B) CONSTRUCTION.  Unless the context otherwise requires, as used in this
Plan (i) a term has the meaning ascribed to it; (ii) "or" is not exclusive;
(iii) "including" means "including, without limitation;"

(iv) words in the singular include the plural; (v) words in the plural include
the singular; (vi) words applicable to one gender shall be construed to apply to
each gender; (vii) the terms "hereof," "herein," "hereby," "hereto," and
derivative or similar words refer to this entire Plan; (viii) the term
"Paragraph" refers to the specified Paragraph of this Plan; (ix) the descriptive
headings contained in this Plan are included for convenience of reference only
and shall not affect in any way the meaning or interpretation of this Plan; (x)
all references to amounts of money are to U.S. dollars; and (xi) a reference to
any Person includes such Person's successors and permitted assigns.

                 III.  EFFECTIVE DATE AND DURATION OF THIS PLAN

     This Plan shall become effective upon the date of its adoption by the
Board; provided that this Plan is approved by the stockholders of the Company
within twelve months thereafter. Notwithstanding any provision in this Plan, in
any Option Agreement or in any Restricted Stock Agreement, no Option shall be
exercisable and no Restricted Stock Award shall vest prior to such stockholder
approval. No further Awards may be granted under this Plan after ten years from
the date this Plan is adopted by the Board. This Plan shall remain in effect
until all Options granted under this Plan have been satisfied or expired, and
all Restricted Stock Awards granted under this Plan have vested or been
forfeited.

                              IV.  ADMINISTRATION

     (A) COMMITTEE ADMINISTRATION.  Subject to Paragraph IV(d), this Plan shall
be administered by the Committee.

     (B) POWERS.  Subject to the express provisions of this Plan, the Committee
shall have authority, in its sole discretion, to determine which employees shall
receive an Award, the time or times when such Award shall be made, whether an
Incentive Stock Option, nonqualified Option or Restricted Stock Award shall be
granted, and the number of shares to be subject to each Option or Restricted
Stock Award. In making such determinations, the Committee shall take into
account the nature of the services rendered by the respective employees, their
present and potential contribution to the Company's success and such other
factors as the Committee in its sole discretion may deem relevant.

     (C) ADDITIONAL POWERS.  The Committee shall have such additional powers as
are delegated to it by the other provisions of this Plan. Subject to the express
provisions of this Plan, this shall include the power to construe this Plan and
the respective agreements executed hereunder, to prescribe rules and regulations
relating to this Plan, and to determine the terms, restrictions and provisions
of the agreement relating to each Award, including such terms, restrictions and
provisions as shall be requisite in the judgment of the Committee to cause
designated Options to qualify as Incentive Stock Options, and to make all other
determinations necessary or advisable for administering this Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
this Plan or in any agreement relating to an Award in the manner and to the
extent it shall deem expedient to carry it into effect. The determinations of
the Committee on the matters referred to in this Paragraph IV shall be
conclusive.

     (D) DELEGATION OF AUTHORITY BY THE COMMITTEE.  Notwithstanding the
preceding provisions of this Paragraph IV or any other provision of this Plan to
the contrary, the Committee may from time to time, in its sole discretion,
delegate all or any portion of its powers, duties and responsibilities under
this Plan to a subcommittee of the Committee. In particular, the Committee may
delegate the administration (or interpretation of any provision) of this Plan
and the right to grant Awards under this Plan to a subcommittee consisting
solely of two or more members of the Committee who are outside directors (within
the meaning of the term "outside directors" as used in section 162(m) of the
Code and applicable interpretive authority thereunder and within the meaning of
"Non-Employee Director" as defined in Rule 16b-3). The Committee may put any
conditions and restrictions on the powers that may be exercised
<PAGE>
by such subcommittee upon such delegation as the Committee determines in its
sole discretion, and the Committee may revoke such delegation at any time.

               V.  SHARES SUBJECT TO THIS PLAN; GRANT OF OPTIONS;
                        GRANT OF RESTRICTED STOCK AWARDS

     (A) SHARES SUBJECT TO THIS PLAN AND AWARD LIMITS.  Subject to adjustment
from time to time in accordance with the terms of this Plan, the aggregate
number of shares of Common Stock that may be issued under this Plan shall not
exceed 3,000,000 shares. With respect to each Option granted under this Plan,
the number of shares of Common Stock available for issuance under this Plan
shall be reduced by the number of shares subject to such Option, and to the
extent that such Option lapses or the rights of its Holder terminate, any shares
not issued pursuant to such Option shall again be available for the grant of an
Award under this Plan. With respect to each Restricted Stock Award granted under
this Plan, the number of shares of Common Stock available for issuance under
this Plan shall be reduced by two times the number of shares subject to such
Restricted Stock Award, and to the extent that such Restricted Stock Award
lapses or the rights of its Holder terminate, two times the number of shares
subject to such Restricted Stock Award that were forfeited shall again be
available for the grant of an Award under this Plan. Notwithstanding any
provision in this Plan to the contrary, the maximum number of shares of Common
Stock that may be subject to Awards granted to any one individual during any
calendar year is 100,000 shares of Common Stock, of which no more than 50,000
shares of Common Stock may be subject to Restricted Stock Awards (as adjusted
from time to time in accordance with the terms of this Plan). The limitation set
forth in the preceding sentence shall be applied in a manner that will permit
compensation generated under this Plan that is intended to constitute
"performance-based" compensation for purposes of section 162(m) of the Code to
qualify as such, including counting against such maximum number of shares, to
the extent required under section 162(m) of the Code and applicable interpretive
authority thereunder, any shares subject to Options that are canceled or
repriced or shares subject to Restricted Stock Awards that are forfeited.

     (B) GRANT OF OPTIONS.  The Committee may from time to time grant Options to
one or more employees determined by it to be eligible for participation in this
Plan in accordance with the terms of this Plan.

     (C) GRANT OF RESTRICTED STOCK AWARDS.  The Committee may from time to time
grant Restricted Stock Awards to one or more employees determined by it to be
eligible for participation in this Plan in accordance with the terms of this
Plan.

     (D) STOCK OFFERED.  Subject to the limitations set forth in Paragraph V(a),
the stock to be offered pursuant to the grant of an Award may be authorized but
unissued Common Stock or Common Stock previously issued and outstanding and
reacquired by the Company. Any of such shares that remain unissued and that are
not subject to outstanding Awards at the termination of this Plan shall cease to
be subject to this Plan but, until termination of this Plan, the Company shall
at all times make available a sufficient number of shares to meet the
requirements of this Plan.

                                VI.  ELIGIBILITY

     Awards may be granted only to Persons who, at the time of grant, are
employees. An Award may be granted on more than one occasion to the same Person,
and, subject to the limitations set forth in this Plan, such Award may include
an Incentive Stock Option, an Option that is not an Incentive Stock Option, a
Restricted Stock Award or any combination thereof.
<PAGE>

                              VII.  STOCK OPTIONS

     (A) OPTION PERIOD.  The term of each Option shall be as specified by the
Committee at the date of grant, but in no event shall an Option be exercisable
after the expiration of ten years from the date of grant.

     (B) LIMITATIONS ON EXERCISE OF OPTION.  An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.

     (C) SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS.  To the extent that the
aggregate Fair Market Value (determined at the time the respective Incentive
Stock Option is granted) of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by an individual during any calendar
year under all incentive stock option plans of the Company and its parent and
subsidiary corporations exceeds $100,000, such Incentive Stock Options shall be
treated as Options that do not constitute Incentive Stock Options. The Committee
shall determine, in accordance with applicable provisions of the Code, Treasury
Regulations and other administrative pronouncements, which of a Holder's
Incentive Stock Options will not constitute Incentive Stock Options because of
such limitation and shall notify the Holder of such determination as soon as
practicable after such determination. No Incentive Stock Option shall be granted
to an individual if, at the time the Option is granted, such individual owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of its parent or subsidiary corporation, within the
meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is
granted the option price is at least 110% of the Fair Market Value of the Common
Stock subject to the Option and (ii) such Option by its terms is not exercisable
after the expiration of five years from the date of grant. An Incentive Stock
Option shall not be transferable otherwise than by will or the laws of descent
and distribution, and shall be exercisable during the Holder's lifetime only by
such Holder or the Holder's guardian or legal representative.

     (D) OPTION AGREEMENT.  Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of this Plan as the Committee from time to time shall approve,
including provisions to qualify an Incentive Stock Option under section 422 of
the Code. Each Option Agreement shall specify the effect of termination of
employment on the exercisability of the Option. An Option Agreement may provide
for the payment of the option price, in whole or in part, by the constructive
delivery of a number of shares of Common Stock (plus cash if necessary) having a
Fair Market Value equal to such option price. Moreover, an Option Agreement may
provide for a "cashless exercise" of the Option by establishing procedures
satisfactory to the Committee with respect thereto. The terms and conditions of
the respective Option Agreements need not be identical. Subject to the consent
of the Holder, the Committee may, in its sole discretion, amend an outstanding
Option Agreement from time to time in any manner that is not inconsistent with
the provisions of this Plan (including an amendment that accelerates the time at
which the Option, or any portion thereof, may be exercisable).

     (E) OPTION PRICE AND PAYMENT.  The price at which a share of Common Stock
may be purchased upon exercise of an Option shall be determined by the Committee
but, subject to adjustment as provided in Paragraph IX, such purchase price
shall not be less than the Fair Market Value of a share of Common Stock on the
date such Option is granted. The Option or portion thereof may be exercised by
delivery of an irrevocable notice of exercise to the Company, as specified by
the Committee. The purchase price of the Option or portion thereof shall be paid
or otherwise satisfied in full in the manner prescribed by the Committee and the
applicable Option Agreement. Separate stock certificates shall be issued by the
Company for those shares acquired pursuant to the exercise of an Incentive Stock
Option and for those shares acquired pursuant to the exercise of any Option that
does not constitute an Incentive Stock Option.

     (F) RESTRICTIONS ON REPRICING OPTIONS.  Except as provided in Paragraph IX,
the Committee may not, without approval of the stockholders of the Company,
amend any outstanding Option Agreement to lower the option price (or cancel and
replace any outstanding Option Agreement with Option Agreements having a lower
option price).
<PAGE>
     (G) STOCKHOLDER RIGHTS AND PRIVILEGES.  The Holder shall be entitled to all
the privileges and rights of a stockholder only with respect to such shares of
Common Stock as have been purchased under the Option and for which certificates
of stock have been registered in the Holder's name.

     (H) OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
CORPORATIONS.  Options may be granted under this Plan from time to time in
substitution for stock options held by individuals employed by corporations or
other Persons who become employees as a result of a merger or consolidation or
other business transaction with the Company or a subsidiary of the Company.

                         VIII.  RESTRICTED STOCK AWARDS

     (A) FORFEITURE RESTRICTIONS TO BE ESTABLISHED BY THE COMMITTEE.  Shares of
Common Stock that are the subject of a Restricted Stock Award shall be subject
to restrictions on disposition by the Holder and an obligation of the Holder to
forfeit and surrender the shares to the Company under certain circumstances
("FORFEITURE RESTRICTIONS"). Applicable Forfeiture Restrictions shall be
determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of
one or more performance targets established by the Committee that are based on
the price of a share of Common Stock, the Company's consolidated earnings per
share, the Company's market share, the market share of a business unit of the
Company designated by the Committee, the Company's sales, the sales of a
business unit of the Company designated by the Committee, the consolidated net
income (before or after taxes) of the Company or any business unit of the
Company designated by the Committee, the consolidated cash flow return on
investment of the Company or any business unit of the Company designated by the
Committee, the consolidated earnings before or after interest, taxes and
depreciation, depletion and amortization of the Company or any business unit of
the Company designated by the Committee, the economic value added, the return on
stockholders' equity achieved by the Company, reserve additions or revisions,
economic value added from reserves, total capitalization, total stockholder
return, assets, exploration successes, production volumes, finding and
development costs, cost reductions and savings, return on sales or profit
margins, (ii) the Holder's continued employment as an employee for a specified
period of time, (iii) the occurrence of any event or the satisfaction of any
other condition specified by the Committee in its sole discretion or (iv) a
combination of any of the foregoing. The performance measures described in
clause (i) of the preceding sentence may be subject to adjustment for specified
significant extraordinary items or events; provided, however, that with respect
to a Restricted Stock Award that has been granted to a "covered employee"
(within the meaning of Treasury Regulation section 1.162-27(c)(2)) that has been
designed to meet the exception for performance-based compensation under section
162(m) of the Code, such performance measures may only be subject to adjustment
to the extent that such adjustment would not cause such Award to cease to be
performance-based under applicable Treasury Regulations. In addition, such
performance measures may be absolute, relative to one or more other companies or
relative to one or more indexes, and may be contingent upon future performance
of the Company or any subsidiary, division or department thereof. Each
Restricted Stock Award may, in the sole discretion of the Committee, have
Forfeiture Restrictions that are the same as or different from the Forfeiture
Restriction with respect to other Restricted Stock Awards.

     (B) OTHER TERMS AND CONDITIONS.  Common Stock awarded pursuant to a
Restricted Stock Award shall be represented by a stock certificate registered in
the name of the Holder of such Restricted Stock Award. Unless provided otherwise
in a Restricted Stock Agreement, the Holder shall have the right to receive
dividends with respect to Common Stock subject to a Restricted Stock Award, to
vote Common Stock subject thereto and to enjoy all other stockholder rights,
except that (i) the Holder shall not be entitled to delivery of the stock
certificate until the Forfeiture Restrictions have expired, (ii) the Company
shall retain custody of the stock until the Forfeiture Restrictions have
expired, (iii) the Holder may not sell, transfer, pledge, exchange, hypothecate
or otherwise dispose of the stock until the Forfeiture Restrictions have expired
and (iv) a breach of the terms and conditions established by the Committee
pursuant to the Restricted Stock Agreement shall cause a forfeiture of the
Restricted Stock Award. At the time of such Award, the Committee may, in its
sole discretion, prescribe additional terms, conditions or
<PAGE>
restrictions relating to Restricted Stock Awards, including rules pertaining to
the termination of employment (by retirement, disability, death or otherwise) of
a Holder prior to expiration of the Forfeitures Restrictions. Such additional
terms, conditions or restrictions, if any, shall be set forth in a Restricted
Stock Agreement made in conjunction with the Award.

     (C) PAYMENT FOR RESTRICTED STOCK.  The Committee shall determine the amount
and form of any payment for Common Stock received pursuant to a Restricted Stock
Award, provided that, in the absence of such a determination, a Holder shall not
be required to make any payment for Common Stock received pursuant to a
Restricted Stock Award except to the extent otherwise required by law.

     (D) COMMITTEE'S DISCRETION TO ACCELERATE VESTING OF RESTRICTED STOCK
AWARDS.  The Committee may, in its sole discretion and as of a date determined
by the Committee, fully vest any or all Common Stock awarded to a Holder
pursuant to a Restricted Stock Award and, upon such vesting, all restrictions
applicable to such Restricted Stock Award shall terminate as of such date. Any
action by the Committee pursuant to this Paragraph VIII(d) may vary among
individual Holders and may vary among the Restricted Stock Awards held by any
individual Holder. Notwithstanding the preceding provisions of this Paragraph
VIII(d), the Committee may not take any action described in this Paragraph
VIII(d) with respect to a Restricted Stock Award that has been granted to a
covered employee (as defined in Paragraph VIII(a)) if such Award has been
designed to meet the exception for performance-based compensation under section
162(m) of the Code (unless such action would not cause such Award to cease to be
performance-based under applicable Treasury Regulations).

     (E) RESTRICTED STOCK AGREEMENTS.  At the time any Award is made under this
Paragraph VIII, the Company and the Holder shall enter into a Restricted Stock
Agreement setting forth each of the matters contemplated hereby and such other
matters as the Committee may, in its sole discretion, determine to be
appropriate. The terms and provisions of the respective Restricted Stock
Agreements need not be identical. Subject to the consent of the Holder and the
restriction set forth in the last sentence of Paragraph VIII(d), the Committee
may, in its sole discretion, amend an outstanding Restricted Stock Agreement at
any time and from time to time in any manner that is not inconsistent with the
provisions of this Plan.

                    IX.  RECAPITALIZATION OR REORGANIZATION

     (A) NO EFFECT ON RIGHT OR POWER.  The existence of this Plan and the Awards
granted hereunder shall not affect in any way any right or power of the Board or
the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's or any
subsidiary's capital structure or its business, any merger or consolidation of
the Company or any subsidiary, any issue of debt or equity securities ahead of
or affecting Common Stock or the rights thereof, the dissolution or liquidation
of the Company or any subsidiary or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.

     (B) SUBDIVISION OR CONSOLIDATION OF SHARES; STOCK DIVIDENDS.  The shares
with respect to which Options may be granted are shares of Common Stock as
presently constituted, but if, and whenever, prior to the expiration of an
Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Common Stock or the payment of a stock dividend on
Common Stock without receipt of consideration by the Company, the number of
shares of Common Stock with respect to which such Option may thereafter be
exercised (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per
share shall be proportionately increased. Any fractional share resulting from
such adjustment shall be rounded down to the next whole share.

     (C) RECAPITALIZATIONS.  If the Company recapitalizes, reclassifies its
capital stock or otherwise changes its capital structure, the number and class
of
<PAGE>
shares of Common Stock covered by an Option theretofore granted shall be
adjusted so that such Option shall thereafter cover the number and class of
shares of stock and securities to which the Holder would have been entitled
pursuant to the terms of such transaction if, immediately prior to such
transaction, the Holder had been the holder of record of the number of shares of
Common Stock then covered by such Option.

     (D) CHANGE OF CONTROL; RESTRICTED STOCK AWARDS.  Notwithstanding any
provision herein or in any Restricted Stock Agreement to the contrary, upon a
Change of Control all Restricted Stock Awards then outstanding shall
automatically be fully vested and nonforfeitable.

     (E) CHANGE OF CONTROL; OPTIONS.  Upon a Change of Control, the Committee,
acting in its sole discretion without the consent or approval of any Holder,
shall, no later than ten days after the approval by the stockholders of the
Company of such Change of Control (other than of the type described in clause
(v) of the definition of "Change of Control") or no later than thirty days after
a Change of Control of the type described in clause (v) of the definition of
"Change of Control," effect one or more of the following alternatives with
respect to outstanding Options, which alternatives may vary among individual
Holders and which may vary among Options held by any individual Holder: (i)
accelerate the time at which Options then outstanding may be exercised so that
such Options may be exercised in full for a limited period of time on or before
a specified date (before or after such Change of Control) fixed by the
Committee, after which specified date all unexercised Options and all rights of
Holders thereunder shall terminate, (ii) require the mandatory surrender to the
Company by selected Holders of some or all of the outstanding Options held by
such Holders (irrespective of whether such Options are then exercisable under
the provisions of this Plan) as of a date, before or after such Change of
Control, specified by the Committee, in which event the Committee shall
thereupon cancel such Options and cause the Company to pay to each Holder an
amount of cash per share equal to the excess, if any, of the Change of Control
Value of the shares subject to such Option over the exercise price(s) under such
Options for such shares, (iii) make such adjustments to Options then outstanding
as the Committee deems appropriate, in its sole discretion, to reflect such
Change of Control (provided, however, that the Committee may, in its sole
discretion, determine that no adjustment is necessary to Options then
outstanding) or (iv) provide that the number and class of shares of Common Stock
covered by an Option theretofore granted shall be adjusted so that such Option
thereafter covers the number and class of shares of stock or other securities or
property (including cash) to which the Holder would have been entitled pursuant
to the terms of the agreement of merger, consolidation or sale of assets and
dissolution if, immediately prior to such transaction, the Holder had been the
holder of record of the number of shares of Common Stock then covered by such
Option. The provisions of Paragraphs IX(d) and IX(e) shall not terminate any
rights of the Holder to further payments pursuant to any other agreement with
the Company following a Change of Control.

     (F) OTHER CHANGES IN THE COMMON STOCK.  If the outstanding Common Stock is
changed by reason of a recapitalization, reorganization, merger, consolidation,
combination, split-up, split-off, spin-off, exchange, distribution to the
holders of Common Stock or other relevant change in capitalization occurring
after the date of the grant of any Award and not otherwise provided for by this
Paragraph IX, such Award and any agreement evidencing such Award shall be
subject to adjustment by the Committee at its sole discretion as to the number
and price of shares of Common Stock or other consideration subject to such
Award. If the outstanding Common Stock is so changed, or upon the occurrence of
any other event described in this Paragraph IX or a Change of Control, the
aggregate number of shares available under this Plan and the maximum number of
shares that may be subject to Awards granted to any one individual shall be
appropriately adjusted to the extent, if any, determined by the Committee in its
sole discretion, which determination shall be conclusive.

     (G) STOCKHOLDER ACTION.  Any adjustment provided for in this Paragraph IX
shall be subject to any required stockholder action.

     (H) NO ADJUSTMENTS UNLESS OTHERWISE PROVIDED.  Except as hereinbefore
expressly provided, the issuance by the Company of shares of stock of any class
or securities convertible into shares of stock of any class, for cash, property,
labor or services, upon direct sale, upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares
<PAGE>
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to Awards theretofore granted or the
purchase price per share, if applicable.

     X. AMENDMENT AND TERMINATION OF THIS PLAN

      The Board may, in its sole discretion, terminate this Plan at any time
with respect to any shares of Common Stock for which Awards have not theretofore
been granted. The Board shall have the right to alter or amend this Plan or any
part hereof from time to time; provided that no change in this Plan may be made
that would impair the rights of a Holder with respect to an Award theretofore
granted without the consent of such Holder; and provided further that the Board
may not, without the approval of the stockholders of the Company, amend this
Plan to (a) increase the maximum aggregate number of shares that may be issued
under this Plan, (b) change the third sentence of Paragraph V(a) to provide that
the number of shares available for issuance under this Plan shall be reduced by
less than two times the number of shares subject to each Restricted Stock Award
granted hereunder, (c) change the class of individuals eligible to receive
Awards under this Plan, (d) change or delete Paragraph VII(f), (e) increase the
maximum number of shares of Common Stock that may be subject to Awards granted
to any one individual during any calendar year, (f) permit the award of shares
of Common Stock other than in the form of a Restricted Stock Award, (g) provide
for additional types of awards, (h) permit the price at which a share of Common
Stock may be purchased upon exercise of an Option to be less than the Fair
Market Value of a share of Common Stock on the date such Option is granted or
(i) alter or otherwise change any provision of this Paragraph X.

                               XI.  MISCELLANEOUS

     (A) NO RIGHT TO AN AWARD.  Neither the adoption of this Plan nor any action
of the Board or of the Committee shall be deemed to give any employee any right
to be granted an Option, a right to a Restricted Stock Award or any other rights
hereunder except as may be evidenced by an Option Agreement or a Restricted
Stock Agreement duly executed on behalf of the Company, and then only to the
extent and on the terms and conditions expressly set forth therein. This Plan
shall be unfunded. The Company shall not be required to establish any special or
separate fund or to make any other segregation of funds or assets to assure the
performance of its obligations under any Award.

     (B) NO EMPLOYMENT RIGHTS CONFERRED; EMPLOYMENT RELATIONSHIP.  Nothing
contained in this Plan shall (i) confer upon any employee any right with respect
to continuation of employment with the Company or any subsidiary or (ii)
interfere in any way with the right of the Company or any subsidiary to
terminate his or her employment at any time. An employee shall be considered to
have terminated employment for purposes of this Plan if such employee's employer
ceases to be a parent or subsidiary corporation of the Company (as defined in
section 424 of the Code).

     (C) OTHER LAWS; WITHHOLDING.  The Company shall not be obligated to issue
any Common Stock pursuant to any Award granted under this Plan at any time when
the shares covered by such Award have not been registered under the Securities
Act of 1933, as amended, and such other state and federal laws, rules and
regulations as the Company or the Committee deems applicable and, in the opinion
of legal counsel for the Company, there is no exemption from the registration
requirements of such laws, rules and regulations available for the issuance and
sale of such shares. No fractional shares of Common Stock shall be delivered,
nor shall any cash in lieu of fractional shares be paid. The Company may (i)
withhold, or cause to be withheld, from any payment to a Holder by or on behalf
of the Company or any of its subsidiaries or (ii) require a Holder to pay to the
Company or any of its subsidiaries any amount necessary to satisfy all tax
withholding obligations arising under applicable local, state or federal laws
with respect to an Award granted to such Holder.

     (D) NO RESTRICTION ON CORPORATE ACTION.  Nothing contained in this Plan
shall be construed to prevent the Company or any of its subsidiaries from taking
any corporate action that is deemed by the Company or any such subsidiary to be
appropriate or in its best interest, whether or not such action would
<PAGE>
have an adverse effect on this Plan or any Award under this Plan. No employee,
beneficiary or other Person shall have any claim against the Company or any of
its subsidiaries as a result of any such action.

     (E) RESTRICTIONS ON TRANSFER.  An Award (other than an Incentive Stock
Option, which shall be subject to the transfer restrictions set forth in
Paragraph VII(c)) shall not be transferable otherwise than (i) by will or the
laws of descent and distribution, (ii) pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with
the consent of the Committee.

     (F) GOVERNING LAW.  This Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to conflicts
of law principles thereof.

</TEXT>
</DOCUMENT>
