VON HOFFMANN HOLDINGS INC
10.14
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>mv_ex10-14.txt
<DESCRIPTION>10.14
<TEXT>
                                                                 Exhibit 10.14






                           VON HOFFMANN HOLDINGS INC.

                             2003 STOCK OPTION PLAN



<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

1. Purposes...................................................................1

2. Stock Subject to the Plan..................................................1

3. Administration of the Plan.................................................2

4. Eligibility................................................................3

5. Option Price and Payment...................................................3

6. Terms of Options and Limitations on the Right of Exercise..................4

7. Termination of Employment or Service.......................................5

8. Exercise of Options........................................................7

9. Use of Proceeds............................................................8

10. Non-Transferability of Options............................................8

11. Adjustment of Shares; Effect of Certain Transactions......................8

12. Right to Terminate Employment.............................................9

13. Purchase for Investment...................................................9

14. Issuance of Stock Certificates; Legends; Payment of......................10

15. Withholding Taxes........................................................10

16. Listing of Shares and Related Matters....................................11

17. Amendment of the Plan....................................................11

18. Termination or Suspension of the Plan....................................11

19. Governing Law............................................................11

20. Partial Invalidity.......................................................11

21. Effective Date...........................................................12


                                      (i)
<PAGE>
                           VON HOFFMANN HOLDINGS INC.
                             2003 STOCK OPTION PLAN

1.         PURPOSES

                     VON HOFFMANN HOLDINGS INC. (the "Company"), wishes to
provide certain of its non-employee directors and key employees and certain of
the non-employee directors and key employees of any subsidiary corporation or
parent corporation of the Company now existing or hereafter formed or acquired
who are responsible for the continued growth of the Company an opportunity to
acquire a proprietary interest in the Company, and thereby create in such
non-employee directors and key employees an increased interest in and a greater
concern for the welfare of the Company.

                     The Company, by means of this 2003 Stock Option Plan (the
"Plan"), seeks to retain the services of persons now holding key positions and
also to secure and retain the services of persons capable of filling such
positions.

                     The stock options ("Options") offered pursuant to the Plan
are a matter of separate inducement and are not in lieu of any salary or other
compensation for the services of any non-employee director or key employee.

                     The Options granted under the Plan are intended to be
either incentive stock options ("Incentive Options")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or options that do not meet the requirements for Incentive
Options ("Non-Qualified Options"). The Company makes no warranty, however, as to
the qualification of any Option as an Incentive Option.

2.         STOCK SUBJECT TO THE PLAN

                     Options granted under the Plan shall be exercisable for
shares of common stock, par value $0.01, of the Company (collectively, "Common
Stock"). Subject to Section 11 hereof, the total number of shares of Common
Stock of the Company authorized for issuance upon the exercise of Options under
the Plan (the "Shares") shall not exceed, in the aggregate, 2,773,400 Shares,
with no individual to be granted Options to purchase more than 2,773,400 Shares.

                     Shares available for issuance under the Plan may be either
authorized but unissued Shares, Shares of issued stock held in the Company's
treasury, or both, at the discretion of the Company. If and to the extent that
Options granted under the Plan expire or terminate without having been fully
exercised, the Shares covered by the unexercised portion of such expired or
terminated Options may again be subject to an Option under the Plan.

                     Except as provided in Sections 18 and 21 and subject to
Section 3, the Company may, from time to time during the period beginning on
February 10, 2003 (the "Effective Date") and ending on February 10, 2013 (the
"Termination Date"), grant to certain non-employee directors or key employees of


<PAGE>
the Company, or non-employee directors or key employees of any subsidiary
corporation or parent corporation of the Company, Incentive Options and/or
Non-Qualified Options under the terms hereinafter set forth.

                     As used in the Plan, the term "parent corporation" and
"subsidiary corporation" shall mean a corporation within the definitions of such
terms contained in Sections 424(e) and 424(f) of the Code, respectively.

3.         ADMINISTRATION OF THE PLAN

                     The board of directors of the Company (the "Board of
Directors") shall administer the Plan, provided that the Board of Directors may,
from time to time, designate from among its members a committee (the
"Committee"), to administer the Plan. A majority of the members of the Committee
shall constitute a quorum and the act of a majority of the members of the
Committee shall be the act of the Committee. Any member of the Committee may be
removed at any time either with or without cause by resolution adopted by the
Board of Directors and any vacancy on the Committee at any time may be filled by
resolution adopted by the Board of Directors. If the Board of Directors
administers the Plan, then reference herein, or in any option agreement granting
Options pursuant to the Plan, to the Committee shall, unless the context
otherwise requires, be deemed to include a reference to the Board of Directors.

                     Subject to the express provisions of the Plan, the
Committee shall have the authority, in its sole discretion, to determine the
non-employee directors or key employees to whom Options shall be granted, the
time when such persons shall be granted Options, the number of Shares which
shall be subject to each Option, the purchase price of each Share which shall be
subject to each Option, the period(s) during which such Options shall be
exercisable (whether in whole or part), and the other terms and provisions
thereof.

                     Subject to the express provisions of the Plan, the
Committee also shall have the authority to construe the Plan and the Options
granted hereunder, to prescribe, amend and rescind rules and regulations
relating to the Plan and to make all other determinations necessary or advisable
for administering the Plan, in each case in its sole discretion.

                     The Committee may establish performance standards for
determining the periods during which Options shall be exercisable, including
without limitation standards based on the earnings of the Company and its
subsidiaries for various fiscal periods. The Committee shall define such
performance criteria and, from time to time, the Committee in its sole
discretion and in administering the Plan may make adjustments to such
performance criteria for any fiscal period so that extraordinary or unusual
charges or credits, acquisitions, mergers, consolidations, and other corporate
transactions and other elements of or factors influencing the calculations of
earnings or any other performance standard do not distort or affect the
operation of the Plan in a manner inconsistent with the achievement of its
purpose.


                                       2
<PAGE>
                     Any determination of the Committee on the matters referred
to in this Section 3 shall be conclusive.

                     The Committee may employ such legal or other counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion or computation received from any such
counsel, consultant or agent. Expenses incurred by the Committee in the
engagement of such counsel, consultant or agent shall be paid by the Company or
such subsidiary corporation or parent corporation of the Company whose employees
have benefited from the Plan, as determined by the Committee. No member or
former member of the Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Options granted hereunder.

4.         ELIGIBILITY

                     Options may be granted only to non-employee directors and
key employees of the Company or any subsidiary corporation or parent corporation
of the Company now existing or hereafter formed or acquired; provided, however
that Incentive Options may only be granted to key employees of the Company or
any subsidiary corporation or parent corporation of the Company now existing or
hereafter formed or acquired. The Plan does not create a right in any person to
participate in, or be granted Options under, the Plan.

5.         OPTION PRICE AND PAYMENT

                     The price for each Share purchasable under any Option
granted hereunder shall be determined by the Committee in its good faith
judgment, but shall not be less than one hundred percent (100%) of the "fair
market value" (as determined in the manner specified below) per Share at the
date the Option is granted; provided, however, that in the case of an Incentive
Option granted to a key employee who, at the time such Option is granted, owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any subsidiary corporation or parent
corporation, the purchase price for each Share shall be not less than one
hundred ten percent (110%) of the fair market value per Share at the date the
Option is granted. In determining the stock ownership of a key employee for any
purpose under the Plan, the rules of Section 424(d) of the Code shall be
applied, and the Committee may rely on representations of fact made to it by the
key employee and believed by it to be true.

                     The Committee shall determine the fair market value of the
Shares for all purposes of the Plan in its good faith judgment based on the
total number of shares of Common Stock then outstanding, taking into account all
outstanding options, warrants, rights or other securities exercisable or
exchangeable for, or convertible into, shares of Common Stock.

                     For purposes of this Plan, the determination by the
Committee of the fair market value of a share shall be conclusive.


                                       3
<PAGE>
                     Upon the exercise of an Option granted hereunder, the
Company shall cause the purchased Shares to be issued only when it shall have
received the full purchase price therefor in cash; provided, however, that in
lieu of cash, the holder of an Option may, if the terms of such Option so
provide and to the extent permitted by applicable law, exercise an Option, in
whole or in part, (a) (x) by delivering to the Company shares of Common Stock of
the Company (in proper form for transfer and accompanied by all requisite stock
transfer tax stamps or cash in lieu thereof) owned by such holder, or (y) by
requesting that the Company withhold shares of Common Stock of the Company
issuable upon exercise of the Option, in either case, having a fair market value
equal to the cash exercise price applicable to that portion of the Option being
exercised, the fair market value of the shares of Common Stock so delivered or
withheld to be determined as of the date immediately preceding the date of
exercise, or as otherwise may be required to comply with or conform to the
requirements of any applicable law or regulations, or (b) by delivering to the
Company such other form of payment as the Committee shall permit in its sole
discretion at the time of the grant of the Option.

6.        TERMS OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE

                     Any Option granted hereunder shall be exercisable at such
times, in such amounts and during such period or periods as the Committee shall
determine at the date of the grant of such Option; provided, however, that an
Incentive Option shall not be exercisable after the expiration of ten (10) years
from the date such Option is granted; and provided, further, that in the case of
an Incentive Option granted to a key employee who, at the time such Incentive
Option is granted, owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or of any
subsidiary corporation or parent corporation of the Company, such Incentive
Option shall not be exercisable after the expiration of five (5) years from the
date such Incentive Option is granted.

                     The Committee shall have the right to accelerate, in whole
or in part, from time to time, conditionally or unconditionally, rights to
exercise any Option granted hereunder.

                     To the extent that an Option granted hereunder is not
exercised within the period of exercisability specified therein, it shall expire
as to the then unexercised portion.

                     Except as otherwise provided under the Code, to the extent
that the aggregate fair market value of stock for which Incentive Options (under
all stock option plans of the Company and of any parent corporation or
subsidiary corporation of the Company) are exercisable for the first time by a
key employee during any calendar year exceeds one hundred thousand dollars
($100,000), such Options shall be treated as Non-Qualified Options. For purposes
of this limitation, (a) the fair market value of stock is determined as of the
time the Option is granted and (b) Options will be taken into account in the
order in which they were granted.


                                       4
<PAGE>
                     In no event shall an Option granted hereunder be exercised
for a fraction of a Share.

                     A person entitled to receive Shares upon the exercise of an
Option granted hereunder shall not have the rights of a stockholder with respect
to such Shares until the date of issuance of a stock certificate to him or her
for such Shares; provided, however, that until such stock certificate is issued,
any holder of an Option using previously acquired shares of Common Stock in
payment of the exercise price shall continue to have the rights of a stockholder
with respect to such previously acquired shares of Common Stock.

7.         TERMINATION OF EMPLOYMENT OR SERVICE

                     Upon termination of employment of any key employee or
termination of service of any non-employee director with the Company and all
subsidiary corporations and parent corporations of the Company, any Option
previously granted to such person, unless otherwise specified by the Committee
in the Option, to the extent not theretofore exercised, shall terminate and
become null and void; provided, however, that:

                     A. if any key employee or non-employee director shall die
while in the employ or service of such corporation, any Option granted
hereunder, unless otherwise specified by the Committee in the letter granting
such Option, shall be exercisable for any or all of such number of Shares that
such employee or non-employee director is entitled to purchase at the time of
death, by the legal representative of such employee or non-employee director or
by such person who acquired such Option by bequest or inheritance or by reason
of the death of such employee or non-employee director, at any time up to and
including one (1) year after the date of death;

                     B. if the employment or service of any key employee or
non-employee director shall terminate by reason of such employee's or
non-employee director's disability (as defined below), any Option granted
hereunder, unless otherwise specified by the Committee in the letter granting
such Option, shall be exercisable for any or all of such number of Shares that
such key employee or non-employee director is entitled to purchase at the
effective date of termination of employment or service by reason of disability,
at any time up to and including six (6) months after the effective date of such
termination of employment or service;

                     C. (x) in the case of a key employee, if the employment of
such employee to whom such Option shall have been granted shall terminate by
reason of dismissal by the employer other than for cause (as defined below), and
while such employee is entitled to exercise such Option as herein provided, such
employee shall have the right to exercise such Option so granted, to the extent
not theretofore exercised, in respect of any or all of such number of Shares
that such employee is entitled to purchase pursuant to such Option at the time
of such termination, at any time up to and including thirty (30) days after the
date of termination of employment, and (y) in the case of a non-employee
director, if the service of such director shall terminate (i) by reason of the
non-employee director's voluntary retirement from service as a director of the
Company or (ii) due to failure on the part of the Company to retain or nominate


                                       5
<PAGE>
for re-election such director who is otherwise eligible, unless due to an act of
(a) fraud or intentional misrepresentation, or (b) embezzlement,
misappropriation or conversion of assets or opportunities of the Company or any
subsidiary corporation or parent corporation of the Company (the acts described
in (a) and (b) collectively, the "Termination Acts"), any Option granted
hereunder, unless otherwise specified by the Committee in the letter granting
such Option, shall be exercisable for any or all of such number of Shares that
such non-employee director is entitled to exercise at the effective date of
termination of service, at any time up to and including thirty (30) days after
the effective date of such termination of service; and

                     D. if the employment or service of any key employee or
non-employee director shall terminate by any reason other than that provided for
in clauses (A), (B) or (C) above, any Option granted hereunder, unless otherwise
specified by the Committee in the letter granting such Option shall, to the
extent not theretofore exercised, become null and void.

                     Notwithstanding clauses (A), (B) and (C) above, none of the
events described in clauses (A), (B) or (C) above shall extend the period of
exercisability of the Option beyond the expiration date thereof.

                     If an Option granted hereunder shall be exercised by the
legal representative of a deceased grantee or by a person who acquired an Option
granted hereunder by bequest or inheritance or by reason of the death of any
non-employee director, employee, former non-employee director or former
employee, written notice of such exercise shall be accompanied by a certified
copy of letters testamentary or equivalent proof of the right of such legal
representative or other person to exercise such Option.

                     For purposes of the Plan, the term "for cause" shall mean
(a) with respect to a grantee who is a party to a written employment or
retention agreement with, or, alternatively, participates in a compensation or
benefit plan (other than the Plan) of, the Company or a subsidiary corporation
or parent corporation of the Company, which agreement or plan contains a
definition of "for cause" or "cause" (or words of like import) for purposes of
termination of employment or services thereunder by the Company or such
subsidiary corporation or parent corporation of the Company, "for cause" or
"cause" as defined therein (if a grantee is both party to an employment or
retention agreement and participates in such a plan, the definition contained in
such employment or retention agreement shall control); or (b) in all other
cases, as determined by the Committee or the Board of Directors in its sole
discretion that one or more of the following has occurred, (i) the conviction of
such grantee by a court of competent jurisdiction of, or entry of a plea of nolo
contendere with respect to, a felony or any other crime which involves fraud,
dishonesty or moral turpitude; (ii) fraud, embezzlement or gross insubordination
on the part of such grantee; (iii) such grantee's chronic abuse of or dependence
on alcohol or drugs (illicit or otherwise) that interferes with the performance
of such grantee's duties, responsibilities or obligations to the Company or any
of its subsidiaries; (iv) the material breach by such grantee of Section 6.1 of
the Shareholders' Agreement, dated as of May 22, 1997 (as amended), by and among


                                       6
<PAGE>
Von Hoffmann Corporation (now named Von Hoffmann Holdings Inc.) and its
stockholders who are parties thereto; or (v) any act by such grantee which (A)
is intended to result in substantial personal enrichment of such grantee at the
expense of the Company or any of its subsidiaries or (B) may have a material
adverse impact on the business or reputation of the Company or any of its
subsidiaries (such determination to be made by the Board or the board of
directors of Von Hoffmann Corporation, in either case, in such board's
reasonable judgment).

                     For all purposes of the Plan, the term "disability" means
(i) with respect to a grantee who is a party to a written employment or
retention agreement with the Company, which agreement contains a definition of
"disability" or" permanent disability" (or words of like import) for purposes of
termination of employment or services thereunder by the Company, "disability" or
"permanent disability" as defined in the most recent of such agreements, or (ii)
in all other cases, means such grantee's inability to perform substantially his
or her duties and responsibilities to the Company or any of its subsidiaries by
reason of physical or mental illness, injury, infirmity or condition: (i ) for a
continuous period for 120 days or one or more periods aggregating 150 days in
any twelve-month period for 120 days or one or more periods aggregating 150 days
in any twelve-month period; (ii) at such time as such grantee is eligible to
receive disability income payments under any long-term disability insurance plan
maintained by the Company or any of its subsidiaries; or (iii) at such earlier
time as such grantee or the Company or Von Hoffmann Corporation submits medical
evidence, in the form of a physician's certification, that such grantee has a
physical or mental illness, injury, infirmity or condition that will likely
prevent such grantee from substantially performing his duties and
responsibilities for 120 days or longer.

                     For purposes of the Plan, an employment relationship shall
be deemed to exist between an individual and a corporation if, at the time of
determination, the individual is an "employee" of such corporation for purposes
of Section 422(a) of the Code. An employment relationship shall be deemed to
continue while an individual is on a bona fide leave of absence if the period of
such leave does not exceed ninety (90) days or, if longer, if such individual's
right to reemployment is guaranteed by statute or contract.

                     A termination of employment shall not be deemed to occur by
reason of (i) the transfer of an employee from employment by the Company to
employment by a subsidiary corporation or a parent corporation of the Company or
(ii) the transfer of an employee from employment by a subsidiary corporation or
a parent corporation of the Company to employment by the Company or by another
subsidiary corporation or parent corporation of the Company.

8.         EXERCISE OF OPTIONS

                     Subject to the limitations on exercise referred to in
Sections 6 and 7 hereof, Options granted under the Plan shall be exercised by
the optionee as to all or part of the Shares covered thereby by giving written
notice of exercise to the corporate Secretary of the Company at the principal
business office of the Company, specifying the number of Shares to be purchased


                                       7
<PAGE>
(including the class of such Shares), and specifying a business day not more
than fifteen (15) days from the date such notice is given for the payment of the
purchase price against delivery of the Shares being purchased. Subject to the
terms of Sections 13, 14 and 15 hereof, the Company shall cause certificates for
the Shares so purchased to be delivered at the principal business office of the
Company, against payment of the full purchase price, on the date specified in
the notice of exercise.

9.         USE OF PROCEEDS

                     The cash proceeds of the sale of Shares subject to the
Options granted hereunder are to be added to the general funds of the Company
and used for its general corporate purposes as the Board of Directors shall
determine.

10.        NON-TRANSFERABILITY OF OPTIONS

                     An Option granted hereunder shall not be transferable,
whether by operation of law or otherwise, other than by will or the laws of
descent and distribution, and any Option granted hereunder shall be exercisable,
during the lifetime of the holder, only by such holder. Except to the extent
provided above, Options may not be assigned, transferred, pledged, hypothecated
or disposed of in any way (whether by operation of law or otherwise) and shall
not be subject to execution, attachment or similar process. Notwithstanding the
foregoing, at the discretion of the Committee, a Non-Qualified Option may be
transferred by an optionee solely to such optionee's spouse, siblings, parents,
children and grandchildren or trusts for the benefit of such persons or
partnerships, corporations, limited liability companies or other entities owned
solely by such persons.

11.        ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

                     Notwithstanding any other provision contained herein, in
the event of any change in the Shares subject to the Plan or to any Option
granted under the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or other like change in the capital
structure of the Company), an adjustment shall be made to each outstanding
Option that the Committee in its sole discretion deems appropriate. The term
"Shares" after any such change shall refer to the securities, cash and/or
property then receivable upon exercise of an Option. In addition, in the event
of any such change, the Committee shall make any further adjustment to the
maximum number of Shares which may be acquired under the Plan pursuant to the
exercise of Options, the maximum number of Shares for which Options may be
granted to any one optionee and the number of Shares and exercise price per
Share subject to outstanding Options as shall be equitable to prevent dilution
or enlargement of rights under such Options, and the determination of the
Committee as to these matters shall be conclusive and binding on the optionee;
provided, however, that (a) each such adjustment with respect to an Incentive
Option shall comply with the rules of Section 424(a) of the Code (or any
successor provision) and (b) in no event shall any adjustment be made which


                                       8
<PAGE>
would render any Incentive Option granted hereunder other than an "incentive
stock option" as defined in Section 422 of the Code.

                     Unless otherwise set forth in the letter granting any
Option, the Committee, in its sole discretion, may determine that, upon the
occurrence of a transaction described in the preceding paragraph which also
results in a "change in control," all or part of such Option outstanding
hereunder shall terminate within a specified number of days after notice to the
holder and/or be immediately vested and exercisable, and such holder shall
receive securities, cash and/or other property as would have been received in
respect of the Shares subject to such Option had the vested portion of such
Option been exercised immediately prior to such transaction.

12.        RIGHT TO TERMINATE EMPLOYMENT

                     The Plan shall not impose any obligation on the Company or
on any subsidiary corporation or parent corporation thereof to continue the
employment or service of any holder of an Option granted hereunder and it shall
not impose any obligation on the part of any holder of an Option granted
hereunder to remain in the employ or service of the Company or any subsidiary
corporation or parent corporation thereof.

13.        PURCHASE FOR INVESTMENT

                     Except as hereinafter provided, the Committee may require
the holder of an Option granted hereunder, as a condition of exercise of such
Option in the event the Shares subject to such Option are not registered
pursuant to an effective registration statement under the Securities Act and
applicable state securities laws, to execute and deliver to the Company a
written statement, in form satisfactory to the Committee, in which such holder
(1) represents and warrants that such holder is purchasing or acquiring the
Shares acquired thereunder for such holder's own account, for investment only
and not with a view to the resale or distribution thereof in violation of any
federal or state securities laws, and (2) agrees that any subsequent resale or
distribution of any of such Shares shall be made only pursuant to either (i) an
effective registration statement under the Securities Act covering such Shares
and under applicable state securities laws or (ii) specific exemptions from the
registration requirements of the Securities Act and any applicable state
securities laws, based on a written opinion of counsel, in form and substance
satisfactory to counsel for the Company, as to the application thereto of any
such exemptions.

                     Nothing herein shall be construed as requiring the Company
to register Shares subject to any Option under the Securities Act or any state
securities law and, to the extent deemed necessary by the Company, Shares issued
upon exercise of an Option may contain a legend to the effect that registration
rights had not been granted with respect to such Shares.


                                       9
<PAGE>
14.        ISSUANCE OF STOCK CERTIFICATES; LEGENDS; PAYMENT OF  EXPENSES

                     Upon any exercise of an Option granted hereunder and
payment of the purchase price therefor, a certificate or certificates
representing the Shares shall be issued by the Company in the name of the person
exercising the Option and shall be delivered to or upon the order of such
person.

                     The Company may endorse such legend or legends upon the
certificates for Shares issued pursuant to the Plan and may issue such "stop
transfer" instructions to its transfer agent in respect of such Shares as the
Committee, in its sole discretion, determines to be necessary or appropriate to
(a) prevent a violation of, or to comply with the procedures for an exemption
from, the registration requirements of the Securities Act, (b) implement the
provisions of the Plan and any agreement between the Company and the optionee or
grantee with respect to such Shares, or (c) permit the Company to determine the
occurrence of a disqualifying disposition, as described in Section 421(b) of the
Code, of Shares transferred upon exercise of an Incentive Option granted under
the Plan.

                     The Company shall pay all issue or transfer taxes with
respect to the issuance or transfer of Shares, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or
transfer, except fees and expenses which may be necessitated by the filing or
amending of a registration statement under the Securities Act, which fees and
expenses shall be borne by the recipient of the Shares unless such registration
statement has been filed by the Company for its own corporate purposes (and the
Company so states) in which event the recipient of the Shares shall bear only
such fees and expenses as are attributable solely to the inclusion of the Shares
an optionee receives in the registration statement.

                     All Shares issued as provided herein shall be fully paid
and nonassessable to the extent permitted by law.

15.        WITHHOLDING TAXES

                     The Company will require, as a condition to an optionee
exercising an Option granted hereunder, that the optionee reimburse the
corporation which employs such optionee for any taxes required by any
governmental regulatory authority to be withheld or otherwise deducted and paid
by such corporation in respect of the issuance and/or disposition of such
Shares. In lieu thereof, the corporation that employs such optionee shall have
the right to withhold the amount of such taxes from any other sums due or to
become due from such corporation to the optionee upon such terms and conditions
as the Committee shall prescribe. The Company may, in its discretion, hold the
stock certificate to which such optionee is entitled upon the exercise of an
Option granted hereunder as security for the payment of such withholding tax
liability, until cash sufficient to pay that liability has been accumulated.


                                       10
<PAGE>
16.        LISTING OF SHARES AND RELATED MATTERS

                     If at any time the Committee shall determine that the
listing, registration or qualification of the Shares subject to such Option on
any securities exchange or under any applicable law, or the consent or approval
of any governmental regulatory authority, is necessary or desirable as a
condition of, or in connection with, the granting of an Option, or the issuance
of Shares thereunder, such Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee.

17.        AMENDMENT OF THE PLAN

                     The Board of Directors may, from time to time, amend the
Plan, provided that no amendment shall be made, without the approval of the
stockholders of the Company, that will (a) increase the total number of Shares
issuable pursuant to Options under the Plan or the maximum number of Shares for
which Options may be granted to any one optionee (other than an increase
resulting from an adjustment provided for in Section 11 hereof), (b) reduce the
exercise price of any Incentive Option granted hereunder, or (c) modify the
provisions of the Plan relating to eligibility. The rights and obligations under
any Option granted before amendment of the Plan or any unexercised portion of
such Option shall not be materially and adversely affected by amendment of the
Plan or the Option without the consent of the holder of such Option.

18.        TERMINATION OR SUSPENSION OF THE PLAN

                     The Board of Directors may at any time suspend or terminate
the Plan. The Plan, unless sooner terminated by action of the Board of
Directors, shall terminate at the close of business on the Termination Date.
Options may not be granted while the Plan is suspended or after it is
terminated. Rights and obligations under any Option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except upon the consent of the person to whom the Option was granted. The
power of the Committee to construe and administer any Options under Section 3
that are granted prior to the termination or suspension of the Plan shall
continue after such termination or during such suspension.

19.        GOVERNING LAW

                     The Plan, the Options granted hereunder and all related
matters shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware from time to time obtaining.

20.        PARTIAL INVALIDITY

                     The invalidity or illegality of any provision herein shall
not be deemed to affect the validity of any other provision.


                                       11
<PAGE>
21.        EFFECTIVE DATE

                     The Plan shall become effective at 5:00 P.M., New York City
time, on the Effective Date.



   *          *          *          *          *          *          *
























                                       12

</TEXT>
</DOCUMENT>
