LAIDLAW INTERNATIONAL INC
EX-10.1 EQUITY INCENTIVE PLAN
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<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>l01892aexv10w1.txt
<DESCRIPTION>EX-10.1 EQUITY INCENTIVE PLAN
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                                                                   EXHIBIT 10.1

                          LAIDLAW INTERNATIONAL, INC.

                   2003 EQUITY AND PERFORMANCE INCENTIVE PLAN

1.                PURPOSE. The purpose of the 2003 Equity and Performance
         Incentive Plan (this "Plan") is to attract and retain directors,
         officers and employees for Laidlaw International, Inc. (the
         "Corporation") and its Subsidiaries and to provide to such persons
         incentives and rewards for superior performance.

2.                DEFINITIONS. As used in this Plan:

                  "Annual Meeting" means the annual meeting of stockholders of
the Corporation.

                  "Appreciation Right" means a right granted pursuant to Section
5 of this Plan.

                  "Board" means the Board of Directors of the Corporation and,
to the extent of any delegation by the Board to a committee (or subcommittee
thereof) pursuant to Section 17 of this Plan, such committee (or subcommittee
thereof).

                  "Change in Control" shall have the meaning provided in Section
12 of this Plan.

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

                  "Common Shares" means shares of common stock, par value $.01
per share, of the Corporation or any security into which such shares of common
stock may be changed by reason of any transaction or event of the type referred
to in Section 11 of this Plan.

                  "Covered Employee" means a Participant who is, or is
determined by the Board to be likely to become, a "covered employee" within the
meaning of Section 162(m) of the Code (or any successor provision).

                  "Date of Grant" means the date specified by the Board on which
a grant of Option Rights, Appreciation Rights, Performance Shares or Performance
Units or a grant or sale of Restricted Shares or Deferred Shares shall become
effective (which date shall not be earlier than the date on which the Board
takes action with respect thereto) and shall also include the date on which a
grant of Option Rights to a Non-Employee Director becomes effective pursuant to
Section 9 of this Plan.

                  "Deferral Period" means the period of time during which
Deferred Shares are subject to deferral limitations under Section 7 of this
Plan.

                  "Deferred Shares" means an award made pursuant to Section 7 of
this Plan of the right to receive Common Shares at the end of a specified
Deferral Period.

                  "Designated Subsidiary" means a Subsidiary that is (a) not a
corporation or (b) a corporation in which at the time the Corporation owns or
controls, directly or indirectly, less than 80% of the total combined voting
power represented by all classes of stock issued by such corporation.


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                  "Effective Date" means the effective date of any plan of
reorganization confirmed by the United States bankruptcy court with respect to
the Corporation in the bankruptcy case numbered 01-14099K

                  "Evidence of Award" means an agreement, certificate,
resolution or other type of writing or other evidence approved by the Board
which sets forth the terms and conditions of the Option Rights, Appreciation
Rights, Performance Units, Performance Shares, Restricted Shares, Deferred
Shares or other awards. An Evidence of Award may be in an electronic medium, may
be limited to a notation on the books and records of the Corporation and, with
the approval of the Board (or committee or subcommittee thereof delegated
pursuant to Section 17 of this Plan), need not be signed by a representative of
the Corporation or a Participant.

                  "Exchange Act" means the Securities Exchange Act of 1934 and
the rules and regulations thereunder, as such law, rules and regulations may be
amended from time to time.

                  "Incentive Stock Options" means Option Rights that are
intended to qualify as "incentive stock options" under Section 422 of the Code
or any successor provision.

                  "Management Objectives" means the measurable performance
objective or objectives established pursuant to this Plan for Participants who
have received grants of Performance Shares or Performance Units or, when so
determined by the Board, Option Rights, Appreciation Rights, Restricted Shares
and dividend credits pursuant to this Plan. Management Objectives may be
described in terms of Corporation-wide objectives or objectives that are related
to the performance of the individual Participant or of the Subsidiary, division,
department, region or function within the Corporation or Subsidiary in which the
Participant is employed. The Management Objectives may be made relative to the
performance of other corporations. The Management Objectives applicable to any
award to a Covered Employee shall be based on specified levels of or growth in
one or more of the following criteria:

                  1.       earnings;

                  2.       earnings per share (earnings per share will be
                           calculated without regard to any change in accounting
                           standards that may be required by the Financial
                           Accounting Standards Board after the goal is
                           established);

                  3.       share price;

                  4.       total shareholder return;

                  5.       return on invested capital, equity, or assets;

                  6.       operating earnings;

                  7.       sales growth;

                  8.       productivity improvement;

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                  If the Board determines that a change in the business,
operations, corporate structure or capital structure of the Corporation, or the
manner in which it conducts its business, or other events or circumstances
render the Management Objectives unsuitable, the Board may in its discretion
modify such Management Objectives or the related minimum acceptable level of
achievement, in whole or in part, as the Board deems appropriate and equitable,
except in the case of a Covered Employee where such action would result in the
loss of the otherwise available exemption under Section 162(m) of the Code. In
such case, the Board shall not make any modification of the Management
Objectives or minimum acceptable level of achievement.

                  "Market Value per Share" means, as of any particular date, the
closing sale price per Common Share on the national securities exchange on which
the Common Shares are then listed, the final reported bid sale price per Common
Share on the principal national automated system which the Common Shares are
then quoted or, if the Common Shares are not then listed or quoted, the fair
market value of the Common Shares as determined by the Board.

                  "Non-Employee Director" means a Director of the Corporation
who is not an employee of the Corporation or any Subsidiary.

                  "Optionee" means the person named in an Evidence of Award
evidencing an outstanding Option Right.

                  "Option Price" means the purchase price payable on exercise of
an Option Right.

                  "Option Right" means the right to purchase Common Shares upon
exercise of an option granted pursuant to Section 4 or Section 9 of this Plan.

                  "Participant" means a person who is selected by the Board to
receive benefits under this Plan and who is at the time an officer, or other
employee of the Corporation or any one or more of its Subsidiaries, or who has
agreed to commence serving in any of such capacities within 90 days of the Date
of Grant, and shall also include each Non-Employee Director who receives an
award of Option Rights pursuant to Section 9 of this Plan; provided, however,
that for purposes of Sections 4, 5, 7 and 8 of this Plan, Participant shall not
include such Non-Employee Director.

                  "Performance Period" means, in respect of a Performance Share
or Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.

                  "Performance Share" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

                  "Performance Unit" means a bookkeeping entry that records a
unit equivalent to $1.00 awarded pursuant to Section 8 of this Plan.

                  "Reload Option Rights" means additional Option Rights granted
automatically to an Optionee upon the exercise of Option Rights pursuant to
Section 4(i) or Section 9(a)(viii) of this Plan.

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                  "Restricted Shares" means Common Shares granted or sold
pursuant to Section 6 or Section 9 of this Plan as to which neither the
substantial risk of forfeiture nor the prohibition on transfers referred to in
such Section 6 has expired.

                  "Retirement" means a termination of employment with the
Corporation and its Subsidiaries at or after the attainment of (a) age 65, (b)
age 55 with at least 10 years of continuous employment or (c) 30 years of
continuous employment.

                  "Rule l6b-3" means Rule 16b-3 of the Securities and Exchange
Commission (or any successor rule to the same effect) as in effect from time to
time.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations thereunder, as such law, rules and regulations may
be amended from time to time.

                  "Spread" means the excess of the Market Value per Share of the
Common Shares on the date when an Appreciation Right is exercised, or on the
date when Option Rights are surrendered in payment of the Option Price of other
Option Rights, over the Option Price provided for in the related Option Right.

                  "Subsidiary" means a corporation, company or other entity (a)
more than 50% of whose outstanding shares or securities (representing the right
to vote for the election of directors or other managing authority) are, or (b)
that does not have outstanding shares or securities (as may be the case in a
partnership, joint venture or unincorporated association), but more than 50% of
whose ownership interest representing the right generally to make decisions for
such other entity is, now or hereafter, owned or controlled, directly or
indirectly, by the Corporation except that for purposes of determining whether
any person may be a Participant for purposes of any grant of Incentive Stock
Options, "Subsidiary" means any corporation in which at the time the Corporation
owns or controls, directly or indirectly, more than 50% of the total combined
voting power represented by all classes of stock issued by such corporation.

                  "Termination for Cause" means a termination of a Participant's
employment:

         (a)               due to the Participant's willful and continuous gross
                  neglect of his or her duties for which he or she is employed,
                  or

         (b)               due to an act of dishonesty on the part of the
                  Participant constituting a felony resulting or intended to
                  result, direct or indirectly, in his or her gain for personal
                  enrichment at the expense of the Corporation or a Subsidiary.

                  "Voting Shares" means at any time, the then-outstanding
securities entitled to vote generally in the election of directors of the
Corporation.

3.                SHARES AVAILABLE UNDER THE PLAN. (a) Subject to adjustment as
         provided in Section 11 of this Plan, the number of Common Shares that
         may be issued or transferred (i) upon the exercise of Option Rights or
         Appreciation Rights, (ii) as Restricted Shares and released from
         substantial risks of forfeiture thereof, (iii) as Deferred Shares, (iv)
         in payment of Performance Shares or Performance Units that have been
         earned, (v) as awards to Non-Employee Directors or (vi) in payment of
         dividend equivalents paid with

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         respect to awards made under the Plan shall not exceed in the aggregate
         5,000,000 shares, plus any shares described in Section 3(c). Such
         shares may be shares of original issuance or treasury shares or a
         combination of the foregoing. Upon the payment of any Option Price by
         the transfer to the Corporation of Common Shares or upon satisfaction
         of any withholding amount by means of transfer or relinquishment of
         Common Shares, there shall be deemed to have been issued or transferred
         under this Plan only the net number of Common Shares actually issued or
         transferred by the Corporation.

                  (b)      Notwithstanding anything in this Section 3, or
elsewhere in this Plan, to the contrary, the aggregate number of Common Shares
actually issued or transferred by the Corporation upon the exercise of Incentive
Stock Options shall not exceed 5,000,000 shares. Further, no Participant shall
be granted Option Rights for more than 500,000 Common Shares during any calendar
year, subject to adjustments as provided in Section 11 of this Plan.

                  (c)      The number of shares available in Section 3(a) above
shall be adjusted to account for shares relating to awards that expire, are
forfeited or are transferred, surrendered or relinquished upon the payment of
any Option Price by the transfer to the Company of Common Shares or upon
satisfaction of any withholding amount. Upon payment in cash of the benefit
provided by any award granted under this Plan, any shares that were covered by
that award shall again be available for issue or transfer hereunder.

                  (d)      Notwithstanding any other provision of this Plan to
the contrary, in no event shall any Participant in any calendar year receive
more than 500,000 Appreciation Rights, subject to adjustments as provided in
Section 11 of this Plan.

                  (e)      Notwithstanding any other provision of this Plan to
the contrary, in no event shall any Participant in any calendar year receive
more than 500,000 Restricted Shares or 500,000 Deferred Shares, subject to
adjustments as provided in Section 11 of this Plan.

                  (f)      Notwithstanding any other provision of this Plan to
the contrary, in no event shall any Participant in any calendar year receive an
award of Performance Shares or Performance Units having an aggregate maximum
value as of their respective Dates of Grant in excess of $1,000,000.

                  (g)      Notwithstanding any other provision of this Plan to
the contrary, in no event shall the total number of Common Shares issuable to
any Participant together with any Common Shares reserved for issuance to such
Participant under any other share compensation arrangement of the Corporation
exceed 5% of the issued and outstanding Common Shares of the Corporation at the
Date of Grant.

4.                OPTION RIGHTS. The Board may, from time to time and upon such
         terms and conditions as it may determine, authorize the granting to
         Participants of options to purchase Common Shares. Each such grant may
         utilize any or all of the authorizations, and shall be subject to all
         of the requirements, contained in the following provisions:

         (a)               Each grant shall specify the number of Common Shares
                  to which it pertains, subject to the limitations set forth in
                  Section 3 of this Plan.

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         (b)               Each grant shall specify an Option Price per share,
                  which shall be at least equal to the Market Value per Share on
                  the Date of Grant.

         (c)               Unless a shorter period is specified in an applicable
                  Evidence of Award, each such Option Right shall become
                  exercisable to the extent of one-third of the number of shares
                  covered thereby one year after the Date of Grant and to the
                  extent of an additional one-third of such shares after each of
                  the next two successive years thereafter. Such Option Rights
                  shall become exercisable in full immediately in the event of a
                  Change in Control. Each such Option Right granted under this
                  Plan shall expire ten years from the Date of Grant and shall
                  be subject to earlier termination as hereinafter provided.

         (d)               Each such Option Right shall terminate automatically
                  and without further notice after the employee ceases to be an
                  employee of the Corporation and its Subsidiaries for any
                  reason other than as described in Section 4(e) of this Plan;
                  provided, however, that the employee shall have until the
                  first to occur of (i) the stated expiration date of such
                  Option Right or (ii) the 90th calendar day following the
                  effective date of any such termination of employment to
                  exercise Option Rights that had vested and become exercisable
                  as of such effective date of termination of employment.
                  Notwithstanding the foregoing, each such Option Right shall
                  terminate immediately upon a Termination for Cause.

         (e)               In the event of a holder's (i) death, (ii) disability
                  or (iii) Retirement, each of the then outstanding Option
                  Rights of such holder may be exercised at any time within
                  three years after such death, disability or Retirement, but in
                  no event after the expiration date of the term of such Option
                  Rights.

         (f)               Each grant shall specify whether the Option Price
                  shall be payable (i) in cash or by check acceptable to the
                  Corporation, (ii) by the actual or constructive transfer to
                  the Corporation of nonforfeitable, unrestricted Common Shares
                  owned by the Optionee (or other consideration authorized
                  pursuant to subsection (g) below) having a value at the time
                  of exercise equal to the total Option Price or (iii) by a
                  combination of such methods of payment.

         (g)               The Board may determine, at or after the Date of
                  Grant, that payment of the Option Price of any option (other
                  than an Incentive Stock Option) may also be made in whole or
                  in part in the form of Restricted Shares or other Common
                  Shares that are forfeitable or subject to restrictions on
                  transfer, Deferred Shares, Performance Shares (based, in each
                  case, on the Market Value per Share on the date of exercise),
                  other Option Rights (based on the Spread on the date of
                  exercise) or Performance Units. Unless otherwise determined by
                  the Board at or after the Date of Grant, whenever any Option
                  Price is paid in whole or in part by means of any of the forms
                  of consideration specified in this paragraph, the Common
                  Shares received upon the exercise of the Option Rights shall
                  be subject to such risks of forfeiture or restrictions on
                  transfer as may correspond to any that apply to the
                  consideration surrendered, but only to the extent of (i) the
                  number of

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                  shares or Performance Shares, (ii) the Spread of any
                  unexercisable portion of Option Rights or (iii) the stated
                  value of Performance Units surrendered.

         (h)               Except to the extent prohibited by law, any grant may
                  provide for deferred payment of the Option Price from the
                  proceeds of sale through a bank or broker on a date
                  satisfactory to the Corporation of some or all of the shares
                  to which such exercise relates.

         (i)               Any grant may, at or after the Date of Grant, provide
                  for the automatic grant of Reload Option Rights to an Optionee
                  upon the exercise of Option Rights (including Reload Option
                  Rights) using Common Shares or other consideration specified
                  in paragraph (g) above. Reload Option Rights shall cover up to
                  the number of Common Shares, Deferred Shares, Option Rights or
                  Performance Shares (or the number of Common Shares having a
                  value equal to the value of any Performance Units) surrendered
                  to the Corporation upon any such exercise in payment of the
                  Option Price or to meet any withholding obligations. Reload
                  Options may have an Option Price that is no less than that
                  which represents the same percentage of the Market Value per
                  Share at the time of exercise of the Option Rights that the
                  per share Option Price represented of the Market Value per
                  Share at the time the Option Rights being exercised were
                  granted and shall be on such other terms as may be specified
                  by the Directors, which may be the same as or different from
                  those of the original Option Rights.

         (j)               Successive grants may be made to the same Participant
                  whether or not any Option Rights previously granted to such
                  Participant remain unexercised.

         (k)               Any grant of Option Rights may specify Management
                  Objectives that must be achieved as a condition to the
                  exercise of such rights.

         (l)               Option Rights granted under this Plan may be (i)
                  options, including, without limitation, Incentive Stock
                  Options, that are intended to qualify under particular
                  provisions of the Code, (ii) options that are not intended so
                  to qualify or (iii) combinations of the foregoing.

         (m)               The Board may, at or after the Date of Grant of any
                  Option Rights (other than Incentive Stock Options), provide
                  for the payment of dividend equivalents to the Optionee on
                  either a current or deferred or contingent basis or may
                  provide that such equivalents shall be credited against the
                  Option Price.

         (n)               The exercise of an Option Right shall result in the
                  cancellation on a share-for-share basis of any related
                  Appreciation Right authorized under Section 5 of this Plan.

         (o)               Each grant of Option Rights shall be evidenced by an
                  Evidence of Award, which shall contain such terms and
                  provisions, consistent with this Plan, as the Board may
                  approve.

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5.                APPRECIATION RIGHTS. The Board may also authorize the granting
         to any Optionee of Appreciation Rights in respect of Option Rights
         granted hereunder at any time prior to the exercise or termination of
         such related Option Rights; provided, however, that an Appreciation
         Right awarded in relation to an Incentive Stock Option must be granted
         concurrently with such Incentive Stock Option. An Appreciation Right
         shall be a right of the Optionee, exercisable by surrender of the
         related Option Right, to receive from the Corporation an amount
         determined by the Board, which shall be expressed as a percentage of
         the Spread (not exceeding 100%) at the time of exercise. Each such
         grant may utilize any or all of the authorizations, and shall be
         subject to all of the requirements, contained in the following
         provisions:

         (a)               Any grant may specify that the amount payable on
                  exercise of an Appreciation Right may be paid by the
                  Corporation in cash, in Common Shares or in any combination
                  thereof and may either grant to the Participant or retain in
                  the Board the right to elect among those alternatives.

         (b)               Any grant may specify that the amount payable on
                  exercise of an Appreciation Right may not exceed a maximum
                  specified by the Board at the Date of Grant.

         (c)               Any grant may specify waiting periods before exercise
                  and permissible exercise dates or periods and shall provide
                  that no Appreciation Right may be exercised except at a time
                  when the related Option Right is also exercisable and at a
                  time when the Spread is positive.

         (d)               Any grant may specify that such Appreciation Right
                  may be exercised only in the event of a Change in Control or
                  other similar transaction or event.

         (e)               Each grant of Appreciation Rights shall be evidenced
                  by an Evidence of Award that shall describe such Appreciation
                  Rights, identify the related Option Rights, state that such
                  Appreciation Rights are subject to all the terms and
                  conditions of this Plan, and contain such other terms and
                  provisions, consistent with this Plan, as the Board may
                  approve.

         (f)               Any grant of Appreciation Rights may specify
                  Management Objectives that must be achieved as a condition of
                  the exercise of such rights.

6.                RESTRICTED SHARES. The Board may also authorize the grant or
         sale to Participants of Restricted Shares. Each such grant or sale may
         utilize any or all of the authorizations, and shall be subject to all
         of the requirements, contained in the following provisions:

         (a)               Each such grant or sale shall constitute an immediate
                  transfer of the ownership of Common Shares to the Participant
                  in consideration of the performance of services, entitling
                  such Participant to voting, dividend and other ownership
                  rights, but subject to the substantial risk of forfeiture and
                  restrictions on transfer hereinafter referred to.

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         (b)               Each such grant or sale may be made without
                  additional consideration or in consideration of a payment by
                  such Participant that is less than Market Value per Share at
                  the Date of Grant.

         (c)               Each such grant or sale shall provide that the
                  Restricted Shares covered by such grant or sale shall be
                  subject, except (if the Board shall so determine) in the event
                  of a Change in Control or other similar transaction or event,
                  for a period of not less than three years to be determined by
                  the Board at the Date of Grant, to a "substantial risk of
                  forfeiture" within the meaning of Section 83 of the Code.

         (d)               Each such grant or sale shall provide that during the
                  period for which such substantial risk of forfeiture is to
                  continue, the transferability of the Restricted Shares shall
                  be prohibited or restricted in the manner and to the extent
                  prescribed by the Board at the Date of Grant (which
                  restrictions may include, without limitation, rights of
                  repurchase or first refusal in the Corporation or provisions
                  subjecting the Restricted Shares to a continuing substantial
                  risk of forfeiture in the hands of any transferee).

         (e)               Any grant of Restricted Shares may specify Management
                  Objectives that, if achieved, will result in termination or
                  early termination of the restrictions applicable to such
                  shares and each grant may specify with respect to such
                  specified Management Objectives, a minimum acceptable level of
                  achievement and shall set forth a formula for determining the
                  number of Restricted Shares on which restrictions will
                  terminate if performance is at or above the minimum level, but
                  falls short of full achievement of the specified Management
                  Objectives.

         (f)               Any such grant or sale of Restricted Shares may
                  require that any or all dividends or other distributions paid
                  thereon during the period of such restrictions be
                  automatically deferred and reinvested in additional Restricted
                  Shares, which may be subject to the same restrictions as the
                  underlying award.

         (g)               Each grant or sale of Restricted Shares shall be
                  evidenced by an Evidence of Award that shall contain such
                  terms and provisions, consistent with this Plan, as the Board
                  may approve. Unless otherwise directed by the Board, all
                  certificates representing Restricted Shares shall be held in
                  custody by the Corporation until all restrictions thereon
                  shall have lapsed, together with a stock power or powers
                  executed by the Participant in whose name such certificates
                  are registered, endorsed in blank and covering such Shares.

7.                DEFERRED SHARES. The Board may also authorize the granting or
         sale of Deferred Shares to Participants. Each such grant or sale may
         utilize any or all of the authorizations, and shall be subject to all
         of the requirements contained in the following provisions:

         (a)               Each such grant or sale shall constitute the
                  agreement by the Corporation to deliver Common Shares to the
                  Participant in the future in consideration of the

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                  performance of services, but subject to the fulfillment of
                  such conditions during the Deferral Period as the Board may
                  specify.

         (b)               Each such grant or sale may be made without
                  additional consideration or in consideration of a payment by
                  such Participant that is less than the Market Value per Share
                  at the Date of Grant.

         (c)               Each such grant or sale shall be subject, except (if
                  the Board shall so determine) in the event of a Change in
                  Control or other similar transaction or event, to a Deferral
                  Period of not less than one year, as determined by the Board
                  at the Date of Grant.

         (d)               During the Deferral Period, the Participant shall
                  have no right to transfer any rights under his or her award
                  and shall have no rights of ownership in the Deferred Shares
                  and shall have no right to vote them, but the Board may, at or
                  after the Date of Grant, authorize the payment of dividend
                  equivalents on such Shares on either a current or deferred or
                  contingent basis, either in cash or in additional Common
                  Shares.

         (e)               Each grant or sale of Deferred Shares shall be
                  evidenced by an Evidence of Award containing such terms and
                  provisions, consistent with this Plan, as the Board may
                  approve.

8.                PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also
         authorize the granting of Performance Shares and Performance Units that
         will become payable to a Participant upon achievement of specified
         Management Objectives. Each such grant may utilize any or all of the
         authorizations, and shall be subject to all of the requirements,
         contained in the following provisions:

         (a)               Each grant shall specify the number of Performance
                  Shares or Performance Units to which it pertains, which number
                  may be subject to adjustment to reflect changes in
                  compensation or other factors; provided, however, that no such
                  adjustment shall be made in the case of a Covered Employee.

         (b)               The Performance Period with respect to each
                  Performance Share or Performance Unit shall be such period of
                  time (not less than one year, except in the event of a Change
                  in Control or other similar transaction or event, if the Board
                  shall so determine) commencing with the Date of Grant (as
                  shall be determined by the Board at the time of grant).

         (c)               Any grant of Performance Shares or Performance Units
                  shall specify Management Objectives that, if achieved, will
                  result in payment or early payment of the award, and each
                  grant may specify with respect to such specified Management
                  Objectives a minimum acceptable level of achievement and shall
                  set forth a formula for determining the number of Performance
                  Shares or Performance Units that will be earned if performance
                  is at or above the minimum level, but falls short of full
                  achievement of the specified Management Objectives.

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<PAGE>

                  The grant of Performance Shares or Performance Units shall
                  specify that, before the Performance Shares or Performance
                  Units shall be earned and paid, the Board must certify that
                  the Management Objectives have been satisfied.

         (d)               Each grant shall specify a minimum acceptable level
                  of achievement in respect of the specified Management
                  Objectives below which no payment will be made and shall set
                  forth a formula for determining the amount of payment to be
                  made if performance is at or above such minimum but short of
                  full achievement of the Management Objectives.

         (e)               Each grant shall specify the time and manner of
                  payment of Performance Shares or Performance Units that have
                  been earned. Any grant may specify that the amount payable
                  with respect thereto may be paid by the Corporation in cash,
                  in Common Shares or in any combination thereof and may either
                  grant to the Participant or retain in the Board the right to
                  elect among those alternatives.

         (f)               Any grant of Performance Shares may specify that the
                  amount payable with respect thereto may not exceed a maximum
                  specified by the Board at the Date of Grant. Any grant of
                  Performance Units may specify that the amount payable or the
                  number of Common Shares issued with respect thereto may not
                  exceed maximums specified by the Board at the Date of Grant.

         (g)               The Board may, at or after the Date of Grant of
                  Performance Shares, provide for the payment of dividend
                  equivalents to the holder thereof on either a current or
                  deferred or contingent basis, either in cash or in additional
                  Common Shares.

         (h)               Each grant of Performance Shares or Performance Units
                  shall be evidenced by an Evidence of Award containing such
                  other terms and provisions, consistent with this Plan, as the
                  Board may approve.

9.                AWARDS TO NON-EMPLOYEE DIRECTORS. The Board may, from time to
         time and upon such terms and conditions as it may determine, authorize
         the granting to Non-Employee Directors of Option Rights and may also
         authorize the grant or sale of Restricted Shares to Non-Employee
         Directors.

         (a)               Each grant of Option Rights awarded pursuant to this
                  Section 9 shall be evidenced by Evidence of Award, and shall
                  be subject to the following additional terms and conditions:

                  (i)               Each grant shall specify the number of
                           Common Shares to which it pertains subject to the
                           limitations set forth in Section 3 of this Plan.

                  (ii)              Each grant shall specify an Option Price per
                           share, which shall equal the Market Value per Share
                           on the Date of Grant.

                  (iii)             Each such Option Right shall become
                           exercisable to the extent of one-third of the number
                           of shares covered thereby one year after the Date

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<PAGE>

                           of Grant and to the extent of an additional one-third
                           of such shares after each of the next two successive
                           years thereafter. Such Option Rights shall become
                           exercisable in full immediately in the event of a
                           Change in Control. Each such Option Right granted
                           under this Plan shall expire ten years from the Date
                           of Grant and shall be subject to earlier termination
                           as hereinafter provided.

                  (iv)              In the event of the termination of service
                           on the Board by the holder of any such Option Rights,
                           other than by reason of disability or death as set
                           forth in Section 9(a)(v) of this Plan, the then
                           outstanding Option Rights of such holder may be
                           exercised only to the extent that they were
                           exercisable on the date of such termination and shall
                           expire 90 days after such termination, or on their
                           stated expiration date, whichever occurs first;
                           provided, however, that any Option Rights may provide
                           that a Director who has completed a specified period
                           of service on the Board or attained a specified age
                           will be entitled to exercise any such Option Rights
                           immediately in full at any time after any such
                           termination until their stated expiration date.

                  (v)               In the event of the death or disability of
                           the holder of any such Option Rights, each of the
                           then outstanding Option Rights of such holder may be
                           exercised at any time within three years after such
                           death or disability, but in no event after the
                           expiration date of the term of such Option Rights.

                  (vi)              If a Non-Employee Director subsequently
                           becomes an employee of the Corporation or a
                           Subsidiary while remaining a member of the Board, any
                           Option Rights held under the Plan by such individual
                           at the time of such commencement of employment shall
                           not be affected thereby.

                  (vii)             Option Rights may be exercised by a
                           Non-Employee Director only upon payment to the
                           Corporation in full of the Option Price of the Common
                           Shares to be delivered. Such payment shall be made in
                           cash or in Common Shares previously owned by the
                           optionee for more than six months, or in a
                           combination of cash and such Common Shares.

                  (viii)            Each grant may provide for the automatic
                           grant of Reload Option Rights to an Optionee upon the
                           exercise of Option Rights (including Reload Option
                           Rights) using Common Shares. Reload Option Rights
                           shall cover up to the number of Common Shares
                           surrendered to the Corporation upon any such exercise
                           in payment of the Option Price. Reload Options may
                           have an Option Price that is no less than that which
                           represents the same percentage of the market Value
                           per Share at the time of exercise of the Option
                           Rights that the per share Option Price represented of
                           the Market Value per Share at the time the Option
                           Rights being exercised were granted and shall be on
                           such other terms as may be specified by the

                                       12
<PAGE>

                           Directors, which may be the same as or different from
                           those of the original Option Rights.

         (b)               Each grant or sale of Restricted Shares pursuant to
                  this Section 9 shall be upon terms and conditions consistent
                  with Section 6 of this Plan.

10.               TRANSFERABILITY. (a) Except as otherwise determined by the
         Board, no Option Right, Appreciation Right or other derivative security
         granted under the Plan shall be transferable by an Optionee other than
         by will or the laws of descent and distribution, except (in the case of
         a Participant who is not a Director or officer of the Corporation) to a
         fully revocable trust of which the Optionee is treated as the owner for
         federal income tax purposes. Except as otherwise determined by the
         Board, Option Rights and Appreciation Rights shall be exercisable
         during the Optionee's lifetime only by him or her or by his or her
         guardian or legal representative. Notwithstanding the foregoing, the
         Board in its sole discretion, may provide for transferability of
         particular awards under this Plan so long as such provisions will not
         disqualify the exemption for other awards under Rule 16b-3.

                  (b)      The Board may specify at the Date of Grant that part
or all of the Common Shares that are (i) to be issued or transferred by the
Corporation upon the exercise of Option Rights or Appreciation Rights, upon the
termination of the Deferral Period applicable to Deferred Shares or upon payment
under any grant of Performance Shares or Performance Units or (ii) no longer
subject to the substantial risk of forfeiture and restrictions on transfer
referred to in Section 6 of this Plan, shall be subject to further restrictions
on transfer.

11.               ADJUSTMENTS. The Board may make or provide for such
         adjustments in the numbers of Common Shares covered by outstanding
         Option Rights, Appreciation Rights, Deferred Shares and Performance
         Shares granted hereunder, in the prices per share applicable to such
         Option Rights and Appreciation Rights and in the kind of shares covered
         thereby, as the Board, in its sole discretion, exercised in good faith,
         may determine is equitably required to prevent dilution or enlargement
         of the rights of Participants or Optionees that otherwise would result
         from (a) any stock dividend, stock split, combination of shares,
         recapitalization or other change in the capital structure of the
         Corporation or (b) any merger, consolidation, spin-off, split-off,
         spin-out, split-up, reorganization, partial or complete liquidation or
         other distribution of assets or issuance of rights or warrants to
         purchase securities or (c) any other corporate transaction or event
         having an effect similar to any of the foregoing. Moreover, in the
         event of any such transaction or event, the Board, in its discretion,
         may provide in substitution for any or all outstanding awards under
         this Plan such alternative consideration as it, in good faith, may
         determine to be equitable in the circumstances and may require in
         connection therewith the surrender of all awards so replaced. The Board
         may also make or provide for such adjustments in the numbers of shares
         specified in Section 3 of this Plan and in the number of Option Rights
         to be granted automatically pursuant to Section 9 of this Plan as the
         Board in its sole discretion, exercised in good faith, may determine is
         appropriate to reflect any transaction or event described in this
         Section 11.

                                       13
<PAGE>

12.               CHANGE IN CONTROL. For purposes of this Plan, a "Change in
         Control" shall mean if at any time any of the following events shall
         have occurred:

         (a)               The acquisition by any individual, entity or group
                  (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                  Exchange Act) (a "Person") of beneficial ownership (within the
                  meaning of Rule 13d-3 promulgated under the Exchange Act) of
                  50% or more of the Voting Shares; provided, however, that the
                  following acquisitions shall not constitute a Change in
                  Control: (A) any acquisition directly from the Corporation,
                  (B) any acquisition by the Corporation, (C) any acquisition by
                  any employee benefit plan (or related trust) sponsored or
                  maintained by the Corporation or any Subsidiary of the
                  Corporation or (D) any acquisition by any Person pursuant to a
                  transaction that complies with clauses (i), (ii) and (iii) of
                  Section 12(c); or

         (b)               Individuals who, as of the date hereof, constitute
                  the Board (the "Incumbent Board") cease for any reason (other
                  than death or disability) to constitute at least a majority of
                  the Board; provided, however, that any individual becoming a
                  director subsequent to the date hereof whose election, or
                  nomination for election by the Corporation's stockholders, was
                  approved by a vote of at least a majority of the directors
                  then comprising the Incumbent Board (either by a specific vote
                  or by approval of the proxy statement of the Corporation in
                  which such person is named as a nominee for director, without
                  objection to such nomination) shall be considered as though
                  such individual were a member of the Incumbent Board, but
                  excluding for this purpose, any such individual whose initial
                  assumption of office occurs as a result of an actual or
                  threatened election contest (within the meaning of Rule 14a-11
                  of the Exchange Act) with respect to the election or removal
                  of directors or other actual or threatened solicitation of
                  proxies or consents by or on behalf of a Person other than the
                  Board; or

         (c)               Consummation of a reorganization, merger or
                  consolidation or sale or other disposition of all or
                  substantially all of the assets of the Corporation (a
                  "Business Combination"), unless, in each case, immediately
                  following such Business Combination, (i) all or substantially
                  all of the individuals and entities who were the beneficial
                  owners of Voting Shares of the Corporation immediately prior
                  to such Business Combination beneficially own, directly or
                  indirectly, more than 50% of the then outstanding shares of
                  common stock and the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors of the entity resulting from such
                  Business Combination (including, without limitation, an entity
                  which as a result of such transaction owns the Corporation or
                  all or substantially all of the Corporation's assets either
                  directly or through one or more subsidiaries) in substantially
                  the same proportions relative to each other as their
                  ownership, immediately prior to such Business Combination, of
                  the Voting Shares of the Corporation, (ii) no Person
                  (excluding any entity resulting from such Business Combination
                  or any employee benefit plan (or related trust) sponsored or
                  maintained by the Corporation, any Subsidiary or such entity
                  resulting from such Business Combination) beneficially owns,
                  directly or indirectly, 15% or more of the then outstanding
                  shares of common

                                       14
<PAGE>

                  stock of the entity resulting from such Business Combination
                  or the combined voting power of the then outstanding voting
                  securities of such entity except to the extent such ownership
                  existed prior to the Business Combination and (iii) at least a
                  majority of the members of the board of directors of the
                  entity resulting from such Business Combination were members
                  of the Incumbent Board at the time of the execution of the
                  initial agreement or of the action of the Board providing for
                  such Business Combination; or

         (d)               Approval by the stockholders of the Corporation of a
                  complete liquidation or dissolution of the Corporation.

13.               FRACTIONAL SHARES. The Corporation shall not be required to
         issue any fractional Common Shares pursuant to this Plan. The Board may
         provide for the elimination of fractions or for the settlement of
         fractions in cash.

14.               WITHHOLDING TAXES. To the extent that the Corporation is
         required to withhold federal, state, local or foreign taxes in
         connection with any payment made or benefit realized by a Participant
         or other person under this Plan, and the amounts available to the
         Corporation for such withholding are insufficient, it shall be a
         condition to the receipt of such payment or the realization of such
         benefit that the Participant or such other person make arrangements
         satisfactory to the Corporation for payment of the balance of such
         taxes required to be withheld, which arrangements (in the discretion of
         the Board) may include relinquishment of a portion of such benefit.
         Participants shall also make such arrangements as the Corporation may
         require for the payment of any withholding tax obligations that may
         arise in connection with the disposition of shares acquired upon the
         execution of Option Rights. In no event, however, shall the Corporation
         accept Common Shares for payment of taxes in excess of required tax
         withholding rates, except that, in the discretion of the Committee, a
         Participant or such other person may surrender Common Shares owned for
         more than six months to satisfy any tax obligations resulting from any
         such transaction.

15.               PARTICIPATION BY EMPLOYEES OF DESIGNATED SUBSIDIARIES. As a
         condition to the effectiveness of any grant or award to be made
         hereunder to a Participant who is an employee of a Designated
         Subsidiary, whether or not such Participant is also employed by the
         Corporation or another Subsidiary, the Board may require such
         Designated Subsidiary to agree to transfer to such employee (when, as
         and if provided for under this Plan and any applicable agreement
         entered into with any such employee pursuant to this Plan) the Common
         Shares that would otherwise be delivered by the Corporation, upon
         receipt by such Designated Subsidiary of any consideration then
         otherwise payable by such Participant to the Corporation. Any such
         award shall be evidenced by an agreement between the Participant and
         the Designated Subsidiary, in lieu of the Corporation, on terms
         consistent with this Plan and approved by the Board and such Designated
         Subsidiary. All such Common Shares so delivered by or to a Designated
         Subsidiary shall be treated as if they had been delivered by or to the
         Corporation for purposes of Section 3 of this Plan, and all references
         to the Corporation in this Plan shall be deemed to refer to such
         Designated Subsidiary, except for purposes of the definition of "Board"
         and except in other cases where the context otherwise requires.

                                       15
<PAGE>

16.               NON U.S. EMPLOYEES. In order to facilitate the making of any
         grant or combination of grants under this Plan, the Board may provide
         for such special terms for awards to Participants who are foreign
         nationals or who are employed by the Corporation or any Subsidiary
         outside of the United States of America as the Board may consider
         necessary or appropriate to accommodate differences in local law, tax
         policy or custom. Moreover, the Board may approve such supplements to
         or amendments, restatements or alternative versions of this Plan as it
         may consider necessary or appropriate for such purposes, without
         thereby affecting the terms of this Plan as in effect for any other
         purpose, and the Secretary or other appropriate officer of the
         Corporation may certify any such document as having been approved and
         adopted in the same manner as this Plan. No such special terms,
         supplements, amendments or restatements, however, shall include any
         provisions that are inconsistent with the terms of this Plan as then in
         effect unless this Plan could have been amended to eliminate such
         inconsistency without further approval by the shareholders of the
         Corporation.

17.               ADMINISTRATION OF THE PLAN. (a) This Plan shall be
         administered by the Board, which may from time to time delegate all or
         any part of its authority under this Plan to a committee of the Board
         (or subcommittee thereof), consisting of not less than three
         Non-Employee Directors appointed by the Board of Directors, each of
         whom shall be a "Non-Employee Director" within the meaning of Rule
         16b-3 and an "outside director" within the meaning of Section 162(m) of
         the Code. A majority of the committee (or subcommittee thereof) shall
         constitute a quorum, and the action of the members of the committee (or
         subcommittee thereof) present at any meeting at which a quorum is
         present, or acts unanimously approved in writing, shall be the acts of
         the committee (or subcommittee thereof).

                  (b)      The interpretation and construction by the Board of
any provision of this Plan or of any agreement, notification or document
evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Shares or Performance Units and any determination
by the Board pursuant to any provision of this Plan or of any such agreement,
notification or document shall be final and conclusive. No member of the Board
shall be liable for any such action or determination made in good faith.

18.               GOVERNING LAW. The Plan and all awards granted and actions
         taken thereunder shall be governed by and construed in accordance with
         the internal substantive laws of the State of Delaware.

19.               AMENDMENTS, ETC. (a) The shareholders of the Corporation may
         at any time and from time to time amend the Plan in whole or in part.
         Any such amendment shall, if required, be subject to the prior approval
         of, or acceptance by, any stock exchange on which the Common Shares are
         listed and posted for trading. Presentation of this Plan or any
         amendment hereof for shareholder approval shall not be construed to
         limit the Corporation's authority to offer similar or dissimilar
         benefits in plans that do not require shareholder approval.

                  (b)      The Board may permit Participants to elect to defer
the issuance of Common Shares or the settlement of awards in cash under the Plan
pursuant to such rules,

                                       16
<PAGE>

procedures or programs as it may establish for purposes of this Plan. The Board
also may provide that deferred issuances or settlements include the payment or
crediting of dividend equivalents or interest on the deferral amounts.

                  (c)      The Board may condition the grant of any award or
combination of awards authorized under this Plan on the surrender or deferral by
the Participant of his or her right to receive a cash bonus or other
compensation otherwise payable by the Corporation or a Subsidiary to the
Participant.

                  (d)      In case of termination of employment by reason of
death, disability or normal or early retirement, or in the case of hardship or
other special circumstances, of a Participant who holds an Option Right or
Appreciation Right not immediately exercisable in full, or any Restricted Shares
as to which the substantial risk of forfeiture or the prohibition or restriction
on transfer has not lapsed, or any Deferred Shares as to which the Deferral
Period has not been completed, or any Performance Shares or Performance Units
that have not been fully earned, or who holds Common Shares subject to any
transfer restriction imposed pursuant to Section 10(b) of this Plan, the Board
may, in its sole discretion, accelerate the time at which such Option Right or
Appreciation Right may be exercised or the time at which such substantial risk
of forfeiture or prohibition or restriction on transfer will lapse or the time
when such Deferral Period will end or the time at which such Performance Shares
or Performance Units will be deemed to have been fully earned or the time when
such transfer restriction will terminate or may waive any other limitation or
requirement under any such award.

                  (e)      This Plan shall not confer upon any Participant any
right with respect to continuance of employment or other service with the
Corporation or any Subsidiary, nor shall it interfere in any way with any right
the Corporation or any Subsidiary would otherwise have to terminate such
Participant's employment or other service at any time.

                  (f)      To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify as an Incentive Stock
Option from qualifying as such, that provision shall be null and void with
respect to such Option Right. Such provision, however, shall remain in effect
for other Option Rights and there shall be no further effect on any provision of
this Plan.

20.               TERMINATION. No grant (other than an automatic grant of Reload
         Option Rights) shall be made under this Plan more than ten years after
         the date that this Plan is adopted by the Board, but all grants made on
         or prior to such date shall continue in effect thereafter subject to
         the terms thereof and of this Plan.

                                       17

</TEXT>
</DOCUMENT>
