NBC ACQUISITION CORP
STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>7
<FILENAME>ex10-3.txt
<DESCRIPTION>STOCK OPTION PLAN
<TEXT>

                                                                    EXHIBIT 10.3






                              NBC ACQUISITION CORP.
                             1998 STOCK OPTION PLAN





<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                                                            Page

SECTION 1.  Purpose............................................................1

SECTION 2.  Administration.....................................................1

SECTION 3.  Eligibility........................................................2

SECTION 4.  Shares of Stock Subject to the Plan................................2

SECTION 5.  Stock Options......................................................2
        5.1      Grant and Type of Stock Options...............................2
        5.2      Agreements Evidencing Options.................................3
        5.3      Exercisability of Options.....................................3
        5.4      Payment of Option Price.......................................4
        5.5      Termination of Employment.....................................5
        5.6      Special ISO Requirements......................................6

SECTION 6.  Certain Definitions................................................6

SECTION 7.  Amendment of the Plan; Modification of Options.....................7

SECTION 8.  Restrictions.......................................................7
        8.1      Consent Requirements..........................................7
        8.2      Consent Defined...............................................8

SECTION 9.  Nontransferability.................................................8

SECTION 10.  Withholding Taxes.................................................8
        10.1     General.......................................................8
        10.2     Use of Shares.................................................8

SECTION 11.  Adjustments.......................................................9
        11.1     Upon Changes in Capitalization................................9
        11.2     Other.........................................................9

SECTION 12.  Right of Discharge Reserved.......................................9

SECTION 13.  No Rights as a Shareholder........................................9

SECTION 14.  Nature of Payments................................................9
        14.1      Consideration................................................9
        14.2      Other Plans.................................................10

                                       i
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        14.3      Waiver......................................................10

SECTION 15.  Non-Uniform Determinations.......................................10

SECTION 16.  Other Payments or Options........................................10

SECTION 17.  Reorganization...................................................10

SECTION 18.  Governing Law....................................................11

SECTION 19.  Headings.........................................................11

SECTION 20.  Effective Date...................................................11
        20.1     Effective Date...............................................11
        20.2     Term.........................................................11


                                       ii
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                              NBC ACQUISITION CORP.
                             1998 STOCK OPTION PLAN
                        (as amended, dated June 12, 2002)


SECTION 1.  Purpose.
            -------

               The purpose of this Plan is to promote the interests of NBC
Acquisition Corp. (the "Company") and its Affiliates, by (a) attracting,
motivating and retaining executive personnel of outstanding ability; (b)
focusing the attention of executive management on achievement of sustained long
term results; (c) fostering management's attention on overall corporate
performance and thereby promoting cooperation and teamwork among management of
the operating units; and (d) providing executives with a direct economic
interest in the attainment of demanding long term business objectives.

SECTION 2.  Administration.
            --------------

               2.1 The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board"),
which Committee shall consist of two or more directors. It is intended that the
directors appointed to serve on the Committee shall be "non-employee directors"
(within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934 (the "Act") and "outside directors" (within the meaning of section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code") to the
extent Rule 16b-3 and Code section 162(m), respectively, are applicable;
however, the mere fact that a Committee member shall fail to qualify under
either of the foregoing requirements shall not invalidate any award made by the
Committee which award is otherwise validly made under the Plan. The members of
the Committee shall be appointed by, and may be changed at any time and from
time to time in the discretion of, the Board.

               2.2 The Committee shall have the authority (a) to exercise all of
the powers granted to it under the Plan, (b) to construe, interpret and
implement the Plan and any option agreements executed pursuant to the Plan, (c)
to prescribe, amend and rescind rules relating to the Plan, (d) to make any
determination necessary or advisable in administering the Plan, (e) to correct
any defect, supply any omission and reconcile any inconsistency in the Plan, and
(f) generally, to make any and all adjustments it deems appropriate to reflect
the intent and purposes of the Plan.

               2.3 The determination of the Committee on all matters relating to
the Plan or any option agreement shall be conclusive.

               2.4 No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
hereunder.


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                                                                              2

               2.5 Notwithstanding anything to the contrary contained herein:
(a) until the Board shall appoint the members of the Committee, the Plan shall
be administered by the Board, and (b) the Board may, in its sole discretion, at
any time and from time to time, resolve to administer the Plan. In either of the
foregoing events, the term Committee as used herein shall mean the Board.

SECTION 3.  Eligibility.
            -----------

               Options under the Plan may be granted to such employees,
officers, directors and consultants of the Company and its Affiliates ("Eligible
Employees") as the Committee shall from time to time in its sole discretion
select. The Committee may, but shall not be required to, consult with such
executives of the Company and its Affiliates as it deems appropriate prior to
making such grants.

SECTION 4.  Shares of Stock Subject to the Plan.
            -----------------------------------

               4.1 RESERVED SHARES. Subject to Section 11 (relating to
adjustments upon changes in capitalization), the aggregate number of shares of
Stock (as defined in Section 6) that may be acquired under the Plan by any one
Eligible Employee and by all Eligible Employees pursuant to options granted
hereunder shall not exceed 31,000 shares. Shares of Stock covered by options
granted under the Plan, which options expire, terminate or are canceled for any
reason (other than an option, or part thereof, that is canceled by the Committee
and for which cash is paid in respect thereof) shall again become available for
award under the Plan.

               4.2 TYPE OF SHARES. Shares of Stock that shall be subject to
issuance pursuant to the Plan shall be authorized and unissued shares or
treasury shares.

SECTION 5.  Stock Options.
            -------------

               5.1    Grant and Type of Stock Options.
                      -------------------------------

                      (a)    General.  Subject to the terms of the Plan, the
Committee may grant options to purchase shares of Stock in such amounts and
subject to such terms and conditions as the Committee shall from time to time in
its sole discretion determine.

                      (b)    Types of Options Under Plan.
                             ---------------------------

                             (i)    Options granted under the Plan may be either
        (A) "nonqualified" stock options subject to the provisions of Code
        section 83, or (B) options intended to qualify for incentive stock
        option treatment described in section 422 of the Code; provided,
        however, that incentive stock options may only be granted to employees
        of the Company or its "Parent Corporation" or "Subsidiary Corporation"
        in accordance with Code section 424.


<PAGE>
                                                                              3

                             (ii)   All options when granted are intended to be
        nonqualified stock options, unless the applicable option agreement
        explicitly states that the option is intended to be an incentive stock
        option. If an option is intended to be an incentive stock option, and if
        for any reason such option (or any portion thereof) shall not qualify as
        an incentive stock option, then, to the extent of such nonqualification,
        such option (or portion) shall be regarded as a nonqualified stock
        option appropriately granted under the Plan, provided that such option
        (or portion) otherwise meets the Plan's requirements relating to
        nonqualified stock options.

               5.2    Agreements Evidencing Options.
                      -----------------------------

                      (a)    GENERAL.  Options granted under the Plan shall be
evidenced by written agreements, which shall (i) contain such provisions not
inconsistent with the terms of the Plan as the Committee may in its sole
discretion deem necessary or desirable and (ii) be referred to herein as "option
agreements." If the grantee is party to an employment or consulting agreement
the terms of which relate to stock options and which are inconsistent with the
terms of any such option agreement, the terms of such option agreement shall
govern.

                      (b)    CERTAIN TERMS.  Each option agreement shall set
forth the number of shares of Stock subject to the option granted thereby and
the amount (the "option exercise price") payable by the grantee to the Company
in connection with the exercise of the option evidenced thereby. In the case of
an incentive stock option, the exercise price per share shall not be less than
the Fair Market Value of a share of Stock on the date the option is granted.
Nonqualified options may be granted at less than Fair Market Value. Each option
agreement shall set forth conditions subject to which the option evidenced
thereby shall become exercisable.

               5.3    Exercisability of Options.
                      -------------------------

                      (a)    Standard Exercise Provisions.  Subject to Section
5.5 and the other terms of the Plan or as otherwise determined by the Committee:

                             (i)    Each option shall become exercisable on such
        dates (A) with respect to 25% of the shares of Stock subject thereto,
        rounded down to the next lower full share, on the date of grant; (B)
        with respect to 50% of the shares of Stock originally subject thereto on
        the first anniversary of the date of grant; (C) with respect to 75% of
        the shares of Stock originally subject thereto on the second anniversary
        of the date of grant; and (D) with respect to 100% of the shares of
        Stock originally subject thereto on the third anniversary of the date of
        grant;

                             (ii)   Each option shall become exercisable with
        respect to 100% of the shares of stock subject thereto in the event the
        optionee's employment terminates by reason of death or disability;


<PAGE>
                                                                              4

                             (iii)  In the Committee's sole discretion, each
        option or portion thereof may become exercisable with respect to all or
        a portion of the shares of Stock subject thereto in the event of a
        Change of Control (as defined in Section 6) or on the sale or
        disposition of all or substantially all of an Affiliate;

                             (iv)   Each option shall terminate and cease to be
        exercisable on the tenth anniversary of the date of grant thereof; and

                             (v)    Each option, once exercisable may be
        exercised from time to time as to all or part of the full number of
        shares as to which such option shall then be exercisable.

                     (b) Notice of Exercise; Exercise Date.
                         ---------------------------------

                             (i)    An option shall be exercisable by the filin
        of a written notice of exercise with the Company, on such form and in
        such manner as the Committee shall in its sole discretion prescribe, and
        by payment in accordance with Section 5.4.

                             (ii)   For purposes of the Plan, the "option
        exercise date" shall be deemed to be the first business day immediately
        following the date written notice of exercise is received by the
        Company.

               5.4    Payment of Option Price.
                      -----------------------

                      (a)    TENDER DUE UPON NOTICE OF EXERCISE.  Unless the
applicable option agreement otherwise provides or the Committee in its sole
discretion otherwise determines, (i) any written notice of exercise of an option
shall be accompanied by payment of the full purchase price for the shares being
purchased and (ii) the grantee shall have no right to receive shares of Stock
with respect to an option exercise prior to the option exercise date.

                      (b)    MANNER OF PAYMENT.  Payment of the option exercise
price shall be made in any combination of the following:

                             (i)    by certified or official bank check payable
        to the Company (or the equivalent thereof acceptable to the Committee);

                             (ii)   with the consent of the Committee in its
        sole discretion, by personal check (subject to collection); and

                             (iii)  if and to the extent provided in the
        applicable option agreement, by delivery of previously acquired shares
        of Stock owned by the grantee for at least six months having a Fair

<PAGE>
                                                                              5

        Market Value (determined as of the option exercise date) equal to the
        portion of the option exercise price being paid thereby, provided that
        the Committee may require the grantee to furnish an opinion of counsel
        acceptable to the Committee to the effect that such delivery would not
        result in the grantee incurring any liability under Section 16(b) of the
        Act and does not require any Consent (as defined in Section 8.2).

                      (c)    ISSUANCE OF SHARES.  As soon as practicable after
receipt of full payment, the Company shall, subject to the provisions of Section
8, deliver to the grantee one or more certificates for the shares of Stock so
purchased, which certificates may bear such legends as the Company may deem
appropriate concerning restrictions on the disposition of the shares in
accordance with applicable securities laws, rules and regulations or otherwise.

               5.5    Termination of Employment.
                      -------------------------

                      (a)    GENERAL RULE.  All options granted to a grantee
shall terminate and no longer be exercisable upon such grantee's termination of
employment for any reason, except to the extent post-employment exercise of the
exercisable portion of an option (as determined under Section 5.3) is permitted
in accordance with this Section 5.5.

                      (b)    CAUSE.  All options granted to a grantee shall
terminate and expire on the day the grantee's employment with the Company and
its subsidiaries is terminated for Cause. For purposes of the Plan, a grantee's
employment shall be deemed to be terminated for "Cause" if (i) the Executive
neglects his duties, is convicted of any felony or gross misdemeanor (except
traffic related), is guilty of gross misconduct in connection with the
performance of his duties, or materially breaches affirmative or negative
covenants or undertakings under any employment agreement with the Company or an
Affiliate, or (ii) such grantee terminates his employment with the Company and
its subsidiaries and the Committee determines, within 90 days after the
grantee's termination date, that such grantee's employment could have been
terminated for Cause pursuant to clause (i).

                      (c)    DEATH AND DISABILITY.  If a grantee's employment
with the Company and its subsidiaries terminates by reason of death or
disability (as defined in section 22(e)(3) of the Code), all of the grantee's
options shall be exercisable by such grantee or, as the case may be, by such
grantee's court-appointed legal representative or, in the case of the grantee's
death, by the person or persons to whom such options pass under the grantee's
will (or, if applicable, pursuant to the laws of descent and distribution) until
the earlier of (i) one year after the grantee's termination by reason of death
or disability, and (ii) the date on which such options terminate or expire in
accordance with the other provisions of the Plan and the option agreement.

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                                                                              6

                      (d)    REGULAR TERMINATION; LEAVES OF ABSENCE.  If the
grantee's employment terminates for reasons other than as provided in Section
5.5(b) or (c), the portion, if any, of options granted to such grantee that were
exercisable (as determined under Section 5.3) immediately prior to such
termination of employment may be exercised until the earlier of (i) 90 days
after the grantee's date of termination, and (ii) the date on which such options
terminate or expire in accordance with the other provisions of the Plan and the
option agreement. The Committee may in its discretion determine (x) whether any
leave of absence (including short-term or long-term disability or medical leave)
shall constitute a termination of employment for purposes of the Plan and (y)
the impact, if any, of any such leave on outstanding awards under the Plan.

               5.6    Special ISO Requirements.
                      ------------------------

                      (a)    TERM.  No incentive stock option may have a term in
excess of ten years.

                      (b)    10% OWNER.  If an option granted under the Plan is
intended to be an incentive stock option and if the grantee, at the time of
grant, owns stock possessing 10% or more of the total combined voting power of
all classes of stock of the grantee's employer corporation or of its parent or
subsidiary corporation, then (a) the option exercise price per share shall in no
event be less than 110% of the Fair Market Value of the Stock on the date of
such grant and (b) such option shall not be exercisable after the expiration of
five years after the date such option is granted.

SECTION 6.  Certain Definitions.
            -------------------

               6.1 "Affiliate" shall mean, any person or entity which, at the
time of reference, directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Company.

               6.2 "Change of Control" shall mean, with respect to the Company,
a transaction pursuant to which a person or group (as such term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act")), other than
HWP and its Affiliates, acquires the collective ability to designate directly or
indirectly a majority of the members of the Board (whether by contract or
otherwise).

               6.3    "Effective Date" shall mean April 1, 1998.

               6.4 "Fair Market Value" shall mean as of any date in respect of
any share of Stock traded on a national securities exchange, the closing price
of a share of Stock as reported on the exchange on which such shares primarily
trade on such date. If Stock is not traded on a national exchange on such date,
Fair Market Value shall be determined by the Committee in its sole discretion.

<PAGE>
                                                                              7

               6.5 "Fiscal Year" shall mean the fiscal year ending March 31,
whether or not such period is the fiscal year of the Company.

               6.6    "Plan" shall mean the NBC Acquisition Corp. 1998 Stock
Option Plan.

               6.7 "Stock" shall mean common stock, par value $.01 per share, of
the Company as constituted on the effective date of the Plan, and any other
shares into which such common stock shall thereafter be changed by reason of a
recapitalization, merger, consolidation, split-up, combination, exchange of
shares or the like.

SECTION 7.  Amendment of the Plan; Modification of Options.
            ----------------------------------------------

               7.1 PLAN AMENDMENTS. The Board may at any time and from time to
time suspend, discontinue or amend the Plan in any respect whatsoever, except
that (i) no such amendment or action shall materially and adversely impair any
rights under any option theretofore granted under the Plan without either
providing fair consideration to the grantee of such option or obtaining the
consent of the grantee of such option and (ii) no such amendment for which
shareholder approval would be required under any law, (including Code section
162(m) and Rule 16b-3, to the extent applicable) or the rules of any securities
exchange or other regulatory organization shall be effective without such
shareholder approval.

               7.2 OPTION MODIFICATIONS. With the consent of the grantee and
subject to the terms and conditions of the Plan (including Section 7.1), the
Committee may amend outstanding option agreements with such grantee, including,
without limitation, any amendment that would (i) accelerate the time or times at
which an option may become exercisable and/or (ii) extend the scheduled
termination or expiration date of the option.

SECTION 8.  Restrictions.
            ------------

               8.1 CONSENT REQUIREMENTS. If the Committee shall at any time
determine that any Consent (as hereinafter defined) is necessary or desirable as
a condition of, or in connection with, the granting of any option under the
Plan, the acquisition, issuance or purchase of shares or other rights hereunder
or the taking of any other action hereunder (each such action, a "Plan Action"),
then such Plan Action shall not be taken, in whole or in part, unless and until
such Consent shall have been effected or obtained to the full satisfaction of
the Committee. Without limiting the generality of the foregoing, if (i) the
Company may make any payment under the Plan in cash, Stock or both and (ii) the
Committee determines that a Consent is necessary or desirable as a condition of,
or in connection with, payment in any one or more of such forms, then the
Committee shall be entitled to determine not to make any payment whatsoever
until such Consent has been obtained.

<PAGE>
                                                                              8

               8.2 CONSENT DEFINED. The term "Consent" as used herein with
respect to any Plan Action means (a) any and all listings, registrations or
qualifications in respect thereof upon any securities exchange or other
regulatory organization or under any federal, state or local law, rule or
regulation, (b) the expiration, elimination or satisfaction of any prohibitions,
restrictions or limitations under any federal, state or local law, rule or
regulation or the rules of any securities exchange or other regulatory
organization, (c) any and all written agreements and representations by the
grantee with respect to the disposition of shares, or with respect to any other
matter which the Committee shall deem necessary or desirable to comply with the
terms of any such listing, registration or qualification or to obtain an
exemption from the requirement that any such listing, qualification or
registration be made, and (d) any and all consents, waivers, clearances and
approvals in respect of a Plan Action by any governmental or other regulatory
bodies or any parties to any loan agreements or other contractual obligations of
the Company or any of its subsidiaries.

SECTION 9.  Nontransferability.
            ------------------

               No option granted to any grantee shall be assignable or
transferable by the grantee other than by will or by the laws of descent and
distribution. During the lifetime of the grantee, all rights with respect to any
option granted to the grantee shall be exercisable only by the grantee or the
grantee's court-appointed legal representative. Notwithstanding the foregoing,
the Committee may provide in an applicable option agreement that an option may
be transferred for estate planning purposes, to a family trust or family
partnership for the benefit of immediate members of the optionee's family.

SECTION 10.  Withholding Taxes.
             -----------------

               10.1 GENERAL. Whenever under the Plan shares of Stock are to be
delivered pursuant to an option, the Committee may require as a condition of
delivery that the grantee remit an amount sufficient to satisfy all federal,
state and other governmental withholding tax requirements related thereto.
Whenever cash is to be paid under the Plan, the Company may, as a condition of
its payment, deduct therefrom, or from any salary or other payments due to the
grantee, an amount sufficient to satisfy all federal, state and other
governmental withholding tax requirements related thereto or to the delivery of
any shares of Stock under the Plan.

               10.2 USE OF SHARES. Subject to the Committee's consent, a grantee
may elect to satisfy all or part of the foregoing withholding requirements by
delivery of unrestricted shares of Stock owned by the grantee for at least six
months (or such other period as the Committee may determine) having a Fair
Market Value (determined as of the date of such delivery by the grantee) equal
to all or part of the amount to be so withheld, provided that the Committee may
require, as a condition of accepting any such delivery, the grantee to furnish
an opinion of counsel acceptable to the Committee to the effect that such
delivery would not result in the grantee incurring any liability under Section
16(b) of the Act or any other federal or state securities laws, rules or
regulations.


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                                                                              9

SECTION 11.  Adjustments.
             -----------

               11.1 UPON CHANGES IN CAPITALIZATION. To the extent specified by
the Committee, the number of shares of Stock that may be issued pursuant to
options under the Plan, the number of shares of Stock subject to options, the
exercise price of options theretofore granted under the Plan and the amount
payable by a grantee in respect of an option shall be appropriately adjusted (as
the Committee may determine) for any change in the number of issued shares of
Stock resulting from the subdivision or combination of shares of Stock or other
capital adjustments, or the payment of a stock dividend after the effective date
of the Plan, or other change in such shares of Stock effected without receipt of
consideration by the Company; provided that any options covering fractional
shares of Stock resulting from any such adjustment shall be eliminated.
Adjustments under this Section 11 shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.

               11.2 OTHER. In the event of any acquisition, divestiture or any
other corporate transaction of any kind involving the Company or its
subsidiaries which the Committee, in its discretion, determines to be of such a
kind or nature as to make appropriate an amendment or adjustment to the Plan in
order to effectuate the intent and purposes of the Plan, the Committee, in its
discretion, may make such amendment or adjustment. Without limiting the
generality of the foregoing, the Committee, in its discretion, may, in
connection with any such corporate transaction, amend any terms or provisions of
the Plan, all as it deems appropriate to effectuate the intent and purposes of
the Plan.

SECTION 12.  Right of Discharge Reserved.
             ---------------------------

               Nothing in the Plan or in any option agreement shall confer upon
any person the right to continue in the service of the Company or any Affiliate
or affect or restrict any right which the Company or any Affiliate may have to
terminate the service of such person.

SECTION 13.  No Rights as a Shareholder.
             --------------------------

               No grantee or other person shall have any of the rights of a
shareholder of the Company with respect to shares of Stock subject to an option
until the issuance of a stock certificate to such grantee for such shares of
Stock. Except as otherwise provided in Section 11, no adjustment shall be made
for dividends, distributions or other rights (whether ordinary or extraordinary,
and whether in cash, securities or other property) for which the record date is
prior to the date such stock certificate is issued.

SECTION 14.  Nature of Payments.
             ------------------

               14.1 CONSIDERATION. All options, shares or payments hereunder
shall be granted, issued, delivered or paid, as the case may be, in
consideration of services performed for the Company or for its subsidiaries by
the grantee.

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                                                                              10

               14.2 OTHER PLANS. No options, shares or payments hereunder shall,
unless otherwise determined by the Committee, be taken into account in computing
the grantee's salary or compensation for the purposes of determining any
benefits under (a) any pension, retirement, life insurance or other benefit plan
of the Company or any subsidiary or (b) any agreement between the Company or any
subsidiary and the grantee.

               14.3 WAIVER. By accepting an option under the Plan, the grantee
thereby waives any claim to the continued exercisability of an option or to
damages or severance entitlement related to non-continuation of the option
beyond the period provided herein or in the applicable option agreement,
notwithstanding any contrary provision in any written employment contract with
the grantee, whether any such contract is executed before or after the grant
date of the option.

SECTION 15.  Non-Uniform Determinations.
             --------------------------

               The Committee's determinations under the Plan need not be uniform
and may be made by it selectively among persons who receive, or are eligible to
receive, options under the Plan (whether or not such persons are similarly
situated). Without limiting the generality of the foregoing, the Committee shall
be entitled, among other things, to make non-uniform and selective
determinations, and to enter into non-uniform and selective option agreements,
as to (a) the persons to receive options under the Plan, (b) the terms and
provisions of options under the Plan and (c) the treatment of leaves of absence
pursuant to Section 5.5(d).

SECTION 16.  Other Payments or Options.
             -------------------------

               Nothing contained in the Plan shall be deemed in any way to limit
or restrict the Company, any Affiliate or the Committee from making any option,
award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect; provided, however,
that the option agreement may contain (but shall not be required to contain)
such provisions as the Committee deems appropriate to insure that the penalty
provisions of Code section 4999 will not apply with respect to any option
granted under the Plan.

SECTION 17.  Reorganization.
             --------------

                In the event that the Company is merged or consolidated
(including the sale of all or substantially all the stock of the Company) with
another corporation and, (whether or not the Company shall be the surviving
corporation), or in the event there shall be any change in the shares of Stock
by reason of such merger or consolidation, or in the event that all or
substantially all of the assets of the Company are acquired by another person,
or in the event of a Change of Control after the date of the adoption of this
Plan or in the event of a reorganization or liquidation of the Company (each
such event, a "Reorganization Event") or in the event that the Board shall
propose that the Company enter into a Reorganization Event, then the Committee
may in its discretion, by written notice to a grantee, provide that such
grantee's options will be terminated unless exercised within 30 days (or such

<PAGE>
                                                                              11


longer period as the Committee shall determine in its sole discretion) after the
date of such notice. The Committee also may in its discretion by written notice
to a grantee provide that all or some of the restrictions on any of his options
may lapse in the event of a Reorganization Event upon such terms and conditions
as the Committee may determine. In connection with the termination of a
grantee's option pursuant to this Section 17, the Committee may, in its sole
discretion, provide for consideration to be paid to a grantee in respect of such
termination. Whenever deemed appropriate by the Committee, the actions referred
to in this Section 17 may be made conditional upon the consummation of the
applicable Reorganization Event.

SECTION 18.  Governing Law.
             -------------

               The Plan shall be governed by the laws of the State of Delaware
applicable to agreements made and to be performed entirely within such State.

SECTION 19.  Headings.
             --------

               The Section headings contained herein are for convenience only
and are not intended to define or limit the contents of said Sections.

SECTION 20.  Effective Date; Term.
             --------------------

               20.1 EFFECTIVE DATE. The Plan shall be deemed adopted and become
effective upon the approval thereof by the Board or on such other date as the
Board shall determine; provided that, notwithstanding any other provision of the
Plan, no option granted under the Plan shall be exercisable unless the Plan is
approved, directly or indirectly, by the express consent of shareholders holding
at least a majority of the Company's voting stock voting in person or by proxy
at a duly held shareholders' meeting (or by written consent in lieu of meeting)
within 12 months before or after the date the Plan is adopted.

               20.2 TERM. The Plan shall terminate ten years after the earlier
of the date on which it becomes effective or is approved by shareholders, and no
options shall thereafter be granted under the Plan. Notwithstanding the
foregoing, all options granted under the Plan prior to such termination date
shall remain in effect until such options have been exercised or terminated in
accordance with the terms and provisions of the Plan and the applicable option
agreement.


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