ZIFF DAVIS HOLDINGS INC
AMENDED AND RESTATED 2002 ZIFF DAVIS HOLDINGS INC. EMPLOYEE STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>AMENDED AND RESTATED 2002 ZIFF DAVIS HOLDINGS INC. EMPLOYEE STOCK OPTION PLAN
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

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                            ZIFF DAVIS HOLDINGS INC.


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                              AMENDED AND RESTATED
                          2002 ZIFF DAVIS HOLDINGS INC.
                           EMPLOYEE STOCK OPTION PLAN
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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page
<S>                                                                                    <C>
1.   Title and Purpose ................................................................  1

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

3.   Capital Stock Reserved for this Plan .............................................  1

4.   Form of Option ...................................................................  2

5.   Issuance of Options ..............................................................  2

6.   Limitation on Issuance of Shares .................................................  2

7.   Options ..........................................................................  2
     (a)  Power to Grant Options ......................................................  2
     (b)  Exercise Price; Certain Redemption and Dividend Events ......................  2
     (c)  Option Term .................................................................  7
     (d)  Vesting .....................................................................  7
     (e)  Exercisability of Option ....................................................  8
     (f)  Expiration of Option ........................................................  8
     (g)  Exercise Procedures .........................................................  9

8.   Repurchase .......................................................................  9
     (a)  Repurchase Option ...........................................................  9
     (b)  Repurchase Procedures ....................................................... 10
     (c)  Closing ..................................................................... 10
     (d)  Restrictions on Repurchase .................................................. 11
     (e)  Termination of Repurchase Rights ............................................ 11

9.   Restrictions on Transfer of Option Shares ........................................ 11

10.  Additional Restrictions on Transfer .............................................. 11
     (a)  Restrictive Legend .......................................................... 11
     (b)  Opinion of Counsel .......................................................... 12

11.  Sale of the Company .............................................................. 12
     (a)  Consent to Sale of Company .................................................. 12
     (b)  Purchaser Representative .................................................... 12

12.  Additional Provisions ............................................................ 12
     (a)  Listing, Registration and Compliance with Laws and Regulations .............. 12
     (b)  Non-transferability ......................................................... 13
     (c)  Taxes ....................................................................... 13
     (d)  No Right to Employment Conferred ............................................ 13
</TABLE>

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<TABLE>
<S>                                                                                     <C>
13.  Amendment ........................................................................ 13

14.  Termination ...................................................................... 13

15.  Definitions ...................................................................... 14

16.  Indemnification .................................................................. 19

17.  Terms of Option Agreement ........................................................ 19
</TABLE>

<PAGE>

                              AMENDED AND RESTATED
                            ZIFF DAVIS HOLDINGS INC.
                         2002 EMPLOYEE STOCK OPTION PLAN

     1. Title and Purpose. This plan shall be known as the Amended and Restated
2002 Ziff Davis Holdings Inc. Employee Stock Option Plan (as amended,
supplemented or restated from time to time, this "Plan"). This Plan is intended
to promote the long-term growth and profitability of Ziff Davis Holdings Inc.
(the "Company") by providing those persons who are involved in the Company's or
its Subsidiaries' growth with an opportunity to acquire an ownership interest in
the Company or its Subsidiaries, thereby encouraging such persons to contribute
to and participate in the success of the Company and its Subsidiaries and to
remain in the Company's or its Subsidiaries' employ. Under this Plan, the
Company may issue options to purchase shares of its Common Stock, $.001 par
value per share ("Common Options"), options to purchase shares of its Series A
Preferred Stock, $.01 par value per share ("Series A Options"), options to
purchase shares of its Series B Preferred Stock, $.01 par value per share
("Series B Options") and options to purchase shares of its Series D Preferred
Stock, $.01 par value per share ("Series D Options" and together with the Common
Options, Series A Options and Series D Options, "Options") to eligible
employees, directors, officers, consultants, and advisors (each a "Participant")
of the Company or its Subsidiaries as may be selected and approved from time to
time by the Committee. This Plan has been adopted by the Board. Capitalized
terms used and not otherwise defined herein have the meanings ascribed to such
terms in Section 15 of this Plan.

     2. Administration. This Plan shall be administered by the Committee. The
Committee shall have full power to (a) construe and interpret this Plan and the
Option Agreements (as defined in Section 5 below), (b) to establish and amend
rules for the administration of this Plan, (c) to issue Options under this Plan,
(d) to correct any defect or omission and to reconcile any inconsistency in this
Plan or in any Option Agreements to the extent the Committee deems desirable to
carry into effect this Plan or the terms of the Option Agreements, and (e) to
determine who is eligible to be a Participant hereunder. The Committee may act
by a majority of a quorum present at a meeting or by an instrument executed by a
majority of its members. All actions taken and decisions made by the Committee
pursuant to this Plan shall be binding and conclusive on all persons interested
in this Plan. The validity, construction, and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with
applicable federal and state laws and rules and regulations promulgated pursuant
thereto. No member of the Committee and no officer of the Company shall be
liable for any action taken or omitted to be taken by such member, by any other
member of the Board, or by any officer of any of the Company in connection with
the performance of duties under the Plan, except for such person's own willful
misconduct or as expressly provided by statute. All expenses associated with the
administration of the Plan shall be borne by the Company.

     3. Capital Stock Reserved for this Plan. An aggregate of 9,619,171 shares
of the Company's Common Stock, 58,081 shares of the Company's Series A Preferred
Stock, 17,344 shares of the Company's Series B Preferred Stock and 14,117 shares
of the Company's Series D Preferred Stock shall be reserved for issuance with
respect to Options granted under this Plan. In order to prevent the dilution or
enlargement of rights of any Common Stock, Series A Preferred Stock, Series B
Preferred Stock or Series D Preferred Stock issued or sold under this Plan
generally, in the event of a reorganization, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation or other change in the Common Stock, Series A Preferred Stock,
Series B Preferred Stock or Series D Preferred Stock, the Committee shall make
appropriate changes in the

<PAGE>

number and type of shares of Common Stock, Series A Preferred Stock, Series B
Preferred Stock or Series D Preferred Stock covered by outstanding Options and
the prices specified therein.

     4. Form of Option. Options granted under this Plan shall be presumed to be
nonqualified stock options (the "Nonqualified Stock Options") and are not
intended to be incentive stock options within the meaning of Section 422A of the
Code or any successor provision ("Incentive Stock Options").

     5. Issuance of Options. All issuances of Options pursuant to this Plan
shall be pursuant to and in accordance with the written agreement between the
Company and each Participant, which such agreement shall expressly issue or
grant such Options and contain the terms of such Options (each, an "Option
Agreement"), as supplemented by the terms of this Plan. No Participant shall
have any rights under or in respect of any Option issued under this Plan unless
and until such Participant has executed and delivered an Option Agreement.
Unless the applicable Participant's Option Agreement expressly provides
otherwise, the Company and its Subsidiaries have the right to repurchase from
Participant all of his or her Stock issued pursuant to the exercise of Options
and shares of Stock covered by outstanding Options which are vested but
unexercised upon the termination of such Participant's employment with the
Company or its Subsidiaries for any reason pursuant to the terms and conditions
set forth in Section 8 of this Plan and such additional terms and conditions as
may be approved by the Committee. If any shares of Stock are repurchased by the
Company or its Subsidiaries such shares of Stock shall again be available for
reissuance under this Plan. Similarly, if any Options expire unexercised or
unpaid or are canceled, terminated or forfeited in any manner without the
issuance of shares of Stock thereunder, such shares shall again be available
under this Plan. Stock issued upon the exercise of Options granted hereunder may
be either authorized and unissued shares, treasury shares or a combination
thereof, as the Committee shall determine.

     6. Limitation on Issuance of Shares. The Company may not issue or sell a
greater number of shares of Common Stock, Series A Preferred Stock, Series B
Preferred Stock or Series D Preferred Stock pursuant to this Plan than is set
forth in Section 3 hereof without the requisite approval of the Board in
accordance with Section 13 of this Plan.

     7. Options.

        (a)  Power to Grant Options. Options to be granted under this Plan may
be in any form consistent with this Plan as the Committee may determine. Options
granted pursuant to this Plan shall be Nonqualified Stock Options. All Options
granted under this Plan shall be subject to such terms and conditions set forth
in this Plan and the particular Option Agreement entered into between the
Company and each Participant. If there is any conflict between the Plan and an
Option Agreement, the Option Agreement controls.

        (b)  Exercise Price; Certain Redemption and Dividend Events.

        i.   The initial exercise price per share of Common Stock, Series A
     Preferred Stock, Series B Preferred Stock or Series D Preferred Stock for
     each Option (the "Exercise Price") shall be fixed by the Committee and set
     forth in the applicable Option Agreement entered into with a Participant;
     provided that notwithstanding any such Option Agreement,

                                       -2-

<PAGE>

     unless determined otherwise by the Committee by majority vote of the
     members then serving thereon, for any Option granted on or after March 31,
     2003, upon grant thereof the initial Exercise Price per share of Series B
     Preferred Stock or Series D Preferred Stock shall not be less than the sum
     of (x) the aggregate amount of dividends which would have accrued on one
     share of Series B Preferred Stock or Series D Preferred Stock, as
     applicable, as of the date on which such Option is granted, had such share
     been issued on August 12, 2002 and remained outstanding, and (y) $1,000.

        ii.  In the event any dividends are paid, whether of cash, consideration
     other than cash or a mixture thereof, but excluding any dividend to the
     extent it causes an adjustment pursuant to Section 3 of this Plan (a
     "Dividend Event") with respect to any Series A Preferred Stock, Series B
     Preferred Stock, Series D Preferred Stock or, prior to an Initial Public
     Offering, Common Stock (such class of Stock in respect of which such
     dividend is paid shall be referred to herein as an "Applicable Class" for
     such Dividend Event), the Exercise Price per share for such class of Stock
     (regardless of the extent to which the Option is vested at such time) shall
     be reduced by the respective per share amount of the dividend paid for such
     class of Stock (but not below zero), with any noncash consideration valued
     at the fair market value thereof as determined by the Board in good faith.

        iii. For purposes of this Plan and any Option Agreement, if the Company
     (x) redeems or otherwise acquires (whether for (I) cash, (II) other
     consideration (other than Company securities to the extent it causes an
     adjustment pursuant to Section 3 of this Plan), or (III) a mixture of cash
     and such other consideration) any Willis Stein Shares of a class of Stock
     which is subject to issuance under a Participant's Option or (y) upon any
     liquidation, dissolution or winding up of the Company (whether voluntary or
     involuntary) makes any payment or distribution (whether of (I) cash, (II)
     other consideration (other than Company securities to the extent it causes
     an adjustment pursuant to Section 3 of this Plan), or (III) a mixture of
     cash and such other consideration) in respect of any Willis Stein Shares of
     a class of Stock which is subject to issuance under an Option granted to a
     Participant, the occurrence of such an event described in (x) or (y) shall
     be deemed to be a "Redemption Event" and a class of Stock in respect of
     which such Redemption Event occurs shall be referred to herein as an
     "Applicable Class" for such Redemption Event. If the Redemption Price Per
     Share in connection with such Redemption Event or dividends per share paid
     or to be paid upon consummation of such Dividend Event in respect of Willis
     Stein Shares of an Applicable Class (with any noncash consideration valued
     at the fair market value thereof as determined by the Board in good faith)
     exceeds the Exercise Price per share of such Applicable Class then in
     effect under any Option granted to a Participant and outstanding upon
     consummation of such Redemption Event or as of the record date for such
     dividend, respectively (such excess, the "Spread Value Per Share" in
     respect of such Applicable Class for such Option), then the Company shall
     make payment to the Participant holding such Option in the amount, in the
     manner and at the time as provided in this Section 7(b). If immediately
     prior to the consummation of a Dividend Event the Exercise Price of an
     Option per share in respect of the Applicable Class exceeds zero, then any
     dividends paid per share of the Applicable Class in connection with such
     Dividend Event shall be deemed first applied as contemplated in Section
     7(b)(ii) above to reduce the Exercise Price of such Option per share for
     such Applicable Class, and shall be included in "Spread Value Per Share"
     only to the extent of the portion thereof, if any, in excess of the
     Exercise Price per share of such Stock immediately

                                       -3-

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     prior to the consummation of such Dividend Event. Neither the consolidation
     or merger of the Company into or with any other entity or entities (whether
     or not the Company is the surviving entity), nor the sale or transfer by
     the Company of all or any part of its assets, nor the reduction of the
     capital stock of the Company nor any other form of recapitalization or
     reorganization affecting the Company shall be deemed to be a liquidation,
     dissolution or winding up of the Company within the meaning of this Section
     7(b).

        iv. Upon the occurrence at any time, or from time to time, of a
     Redemption Event, a portion of a Participant's rights under this Plan and
     his or her Option Agreement shall automatically terminate in accordance
     with the following. Specifically, a portion of a Participant's rights
     pursuant to an Option shall terminate, such that the maximum number of
     shares of the Applicable Class obtainable by such Participant upon exercise
     of his or her Option immediately prior to such Redemption Event shall
     automatically be reduced by that number of shares equal to the
     Participation Amount in respect of that Option. In exchange for termination
     of such portion of Participant's rights (which portion may constitute all
     of Participant's rights under this Plan and his or her Option Agreement) in
     respect of an Applicable Class, the Company shall pay to such Participant
     consideration in an amount equal to the product of the Spread Value Per
     Share multiplied by the Participation Amount for such Applicable Class. The
     Company shall make such payment to such Participant in the same form of
     consideration as paid by the Company in respect of the Willis Stein Shares
     of the Applicable Class, and at the same time as the Company makes payment
     in respect of such Willis Stein Shares, in connection with the applicable
     Redemption Event. For purposes of calculating the vested and unexercised
     portion of a Participant's Option, termination of such Participant's rights
     under his or her Option to purchase the Participation Amount of shares of
     the Applicable Class shall be treated as the exercise of vested rights
     under such Option to purchase such number of shares of the Applicable Class
     and shall thereby reduce such Participant's vested rights accordingly.

        v.  Upon the occurrence at any time, or from time to time, of a Dividend
     Event with respect to any Willis Stein Shares of a class of Stock which is
     subject to issuance under an Option which has been granted to a Participant
     and is outstanding as of the record date for such Dividend Event, the
     Company shall pay to such Participant an amount equal to the product of the
     Spread Value Per Share (if any) multiplied by the number of shares of the
     Applicable Class which such Participant is entitled to purchase pursuant to
     the vested portion of his or her Option as of the record date for such
     dividend (assuming for such purposes that such vested portion is
     exercisable). The Company shall make such payment to such Participant in
     the same form of consideration as paid by the Company in respect of the
     Willis Stein Shares of the Applicable Class, and at the same time as the
     Company makes payment in respect of such Willis Stein Shares, in connection
     with the Dividend Event. As an example, and by way of illustration and not
     of limitation, if (A) the Company were to pay a cash dividend of $1,500 per
     share of an Applicable Class, (B) immediately prior to payment of such cash
     dividend, a Participant's Exercise Price per share of such Applicable Class
     was $1,000, and (C) as of the record date for such cash dividend, such
     Participant held vested rights under this Option to purchase 100 shares of
     such Applicable Class, then (x) such Participant's Exercise Price per share
     of such Applicable Class (for vested and unvested shares) shall be reduced
     to zero (0) pursuant to Section 7(b)(ii) and (y) the Company shall pay to
     such Participant, at the time of payment of the cash dividend, cash in an
     amount equal

                                       -4-

<PAGE>

     to $50,000 (i.e., the Spread Value Per Share of $500 multiplied by 100
     shares). Notwithstanding anything to the contrary set forth herein, the
     Company may require, as a condition to any payment to or for the benefit of
     any Participant of amounts pursuant to this Section 7(b)(v) relating to any
     Option, that such Participant shall have executed and delivered to the
     Company an agreement in favor of the Company and its stockholders
     irrevocably and unconditionally acknowledging that such payment was made in
     respect and in satisfaction of dividends accrued on the shares of the
     Applicable Class which are subject to issuance upon exercise of such Option
     and that, in the event of a subsequent issuance of any such shares, any
     dividends accrued thereon shall be deemed paid to the extent of such
     payment as of the date of such Participant's receipt thereof (in addition
     to any other payment made thereon).

        vi.   If (x) a Sale of the Company is consummated within ninety (90)
     days following consummation of a Redemption Event or Dividend Event, or (y)
     a Sale of the Company is consummated pursuant to the terms of and within
     one hundred eighty (180) days following execution of a Sale Agreement and
     such Sale Agreement is executed by all parties thereto, and becomes
     effective, within ninety (90) days following consummation of a Redemption
     Event or Dividend Event in respect of shares of an Applicable Class, then
     upon consummation of such Sale of the Company, the Company shall pay to a
     Participant, in respect of such Participant's unexercised rights under his
     or her Option to purchase the Event Unvested Number of shares of the
     Applicable Class, consideration in an amount equal to the Deficit (if any),
     in cash or in the form of consideration paid in such Redemption Event or
     Dividend Event.

        vii.  If the Company anticipates that it will fail to pay to a
     Participant in full any amount to which such Participant is entitled
     pursuant to Section 7(b)(vi) upon consummation of a Sale of the Company,
     the Company shall execute an escrow agreement ("Escrow Agreement") with a
     third party (the "Escrow Agent") pursuant to which the Escrow Agent would
     agree to promptly distribute to such Participant any payment received by
     Escrow Agent pursuant to Section 7(b)(viii) with respect to such
     Participant. Such escrow agreement shall have reasonable and customary
     terms and conditions and expressly provide that each Participant is a third
     party beneficiary thereof and that the Company shall pay the Escrow Agent's
     fees.

        viii. The Company shall require each holder of shares of the Applicable
     Class receiving payment pursuant to a Redemption Event (each a "Redemption
     Stockholder") to agree in writing to make payments to the Escrow Agent
     (assuming, in the event an Escrow Agreement has not been executed, that an
     Escrow Agreement will be executed subsequently), in the amounts and
     otherwise as described in Section 7(b)(ix), if the Company fails to pay to
     a Participant in full, upon consummation of a Sale of the Company, any
     amount to which such Participant is entitled pursuant to Section 7(b)(vi)
     in connection with such Redemption Event, and the Company gives such
     Redemption Stockholder written notice thereof in accordance with this
     paragraph (a "Redemption Deficit Event"). Also, the Company shall require
     each holder of shares of the Applicable Class receiving payment pursuant to
     a Dividend Event (each a "Dividend Stockholder") to agree in writing to
     make payments to the Escrow Agent, in the amounts and otherwise as
     described in Section 7(b)(x), if the Company fails to pay to a Participant
     in full, upon consummation of a Sale of the Company, any amount to which
     such Participant is entitled pursuant to Section 7(b)(vi) in connection
     with

                                       -5-

<PAGE>

     such Dividend Event, and the Company gives such Dividend Stockholder
     written notice thereof in accordance with this paragraph (a "Dividend
     Deficit Event"). Any such written notice provided by the Company to a
     Redemption Stockholder or a Dividend Stockholder shall describe in
     reasonable detail the facts and circumstances giving rise to such
     stockholder's payment obligations under this paragraph, the amount of the
     contribution which the Company has determined such stockholder is obligated
     to pay pursuant to such agreement, the calculation of such amount by the
     Company, the name and address of the Escrow Agent to whom such
     stockholder's payment is to be delivered, and the date by which such
     payment is to be delivered, which date shall not be earlier than thirty
     (30) days following delivery of such notice.

          ix.   Upon the occurrence of a Redemption Deficit Event and receipt of
     the notice described in Section 7(b)(viii), each Redemption Stockholder
     shall be obligated to pay to the Escrow Agent (assuming, in the event an
     Escrow Agreement has not been executed, that an Escrow Agreement will be
     executed subsequently), in consideration in the same form as was originally
     paid to such holder in such Redemption Event, an amount equal to the
     product of (x) the Redemption Price Per Share in respect of the applicable
     Redemption Event multiplied by (y) such stockholder's Number of Rescinded
     Redemption Shares. Upon payment of such amount by a Redemption Stockholder,
     the previous redemption (if any) of shares of the Applicable Class by the
     Company from such stockholder upon consummation of the applicable
     Redemption Event shall be deemed rescinded, but only in respect of a number
     of such shares equal to such stockholder's Number of Rescinded Redemption
     Shares. The Company shall promptly thereafter deliver to each such
     stockholder certificates representing such shares.

          x.    Upon the occurrence of a Dividend Deficit Event and receipt of
     the notice described in Section 7(b)(viii), each Dividend Stockholder shall
     be obligated to pay to the Escrow Agent (assuming, in the event an Escrow
     Agreement has not been executed, that an Escrow Agreement will be executed
     subsequently), in consideration in the same form as was originally paid to
     such holder in such Dividend Event, such holder's Pro Rata Dividend
     Contribution in respect of such Dividend Deficit Event.

          xi.   In the event that more than one Dividend Event occurs, or both a
     Dividend Event and a Redemption Event occurs, prior to consummation of a
     Sale of the Company, the obligations of stockholders pursuant to Section
     7(b)(ix) or Section 7(b)(x), if any, shall be determined by the Board in
     good faith, including in such manner as not to include, and the Company's
     obligations pursuant to Section 7(b) shall be determined so as not to
     include, in the calculation of "Catch-up Dividend Payment Per Share",
     "Supplemental Redemption Payment" or "Remaining Dividend Deficit" with
     respect to any such event any payments previously included in the
     calculation of such amounts with respect to a prior such event to the
     extent doing so would reduce, in a redundant manner, the payment
     obligations of the Company pursuant to Section 7(b) or the payment
     obligations of the Redemption Stockholders pursuant to Section 7(b)(ix) or
     the payment obligations of the Dividend Stockholders pursuant Section
     7(b)(x) in a redundant manner.

                                       -6-

<PAGE>

          xii.  As an example, and by way of illustration and not of limitation,
     if (w) the Company redeems thirty percent (30%) of the outstanding Willis
     Stein Shares of a class of Stock, (x) a Participant's Option, upon full
     vesting hereof would be exercisable for up to 1,000 shares of such class of
     Stock, (y) the rights of such Participant to purchase shares of such class
     of Stock have vested twenty percent (20%), and (z) upon such redemption the
     Company pays cash per Willis Stein Share of such class of Stock in an
     amount which exceeds by $100 the Exercise Price per share payable under
     such Participant's Option for one share of such class of Stock, then upon
     consummation of such redemption the maximum number of shares of such class
     of Stock obtainable upon exercise of such Participant's Option shall
     automatically be reduced by 200 (i.e., 20% multiplied by 1,000), the
     Company shall be obligated to make a payment in cash of $20,000 (i.e., $100
     multiplied by 200 shares) to the such Participant, and all remaining rights
     of such Participant to purchase shares of such class of Stock pursuant to
     such Participant's Option shall be deemed to be unvested. If, in the
     foregoing example, the rights of such Participant to purchase shares of
     such class of Stock pursuant to such Participant's Option had vested forty
     percent (40%) as of the time of consummation of the redemption of Willis
     Stein Shares, then contemporaneously therewith the maximum number of shares
     of such class of Stock obtainable upon exercise of such Participant's
     Option shall automatically be reduced by 300 (i.e., 30% multiplied by
     1,000), the Company shall be obligated to make a payment in cash of $30,000
     (i.e., $100 multiplied by 300 shares) to such Participant in respect of
     such Option, the remaining vested portion of such Participant's Option
     would be for 100 shares (i.e., the 400 shares vested immediately prior to
     the automatic reduction, reduced by the automatic reduction of 300 shares),
     and all remaining rights of such Participant to purchase shares of such
     class of Stock pursuant to his or her Option shall be deemed to be
     unvested.

          (c)   Option Term. Unless otherwise expressly set forth in an
applicable Participant's Option Agreement entered into with any Participant,
each Option granted under this Plan shall expire at the close of business on the
tenth anniversary of the date of any Participant's Option Agreement (the
"Expiration Date"), subject to earlier expiration as provided in Section
7(f)(ii) and Section 7(f)(iii) of this Plan.

          (d)   Vesting. Each Option granted under this Plan may be exercised
only to the extent it has become vested. Unless otherwise expressly set forth in
an applicable Participant's Option Agreement, each Option shall vest in annual
increments in accordance with the following schedule, if and only if as of each
such date Participant is employed, and since the date of such Option Agreement
has been continuously employed, by the Company or any of its Subsidiaries:

                                                         Cumulative Percentage
                          Date                              of Option Vested
------------------------------------------------------- ------------------------
First anniversary of the Vesting Commencement Date                 20%
Second anniversary of the Vesting Commencement Date                40%
Third anniversary of the Vesting Commencement Date                 60%
Fourth anniversary of the Vesting Commencement Date                80%
Fifth anniversary of the Vesting Commencement Date                 100%

                                       -7-

<PAGE>

If a Participant ceases to be employed by the Company or its Subsidiaries for
any reason on any date other than any anniversary of the Vesting Commencement
Date set forth above prior to the fifth anniversary of the Vesting Commencement
Date for such Participant, the cumulative percentage of such Participant's
Option that is vested is equal to the percentage of such Option which was vested
as of the immediately preceding anniversary date (or, if prior to the first
anniversary of the Vesting Commencement Date for such Participant, no Option
Shares shall have become vested) and any portion of such Option that was not
vested on such date of cessation shall expire and be forfeited. Notwithstanding
the foregoing, all unvested Option Shares in respect of an outstanding Option
shall become fully vested upon the consummation of a Sale of the Company if, as
of such date, the applicable Participant to whom such Option has been issued is,
and has been, continuously employed by the Company or one of its Subsidiaries
from the date of such Participant's Option Agreement through the date of the
consummation of such Sale of the Company.

          (e)   Exercisability of Option. Unless otherwise expressly set forth
in an applicable Participant's Option Agreement, no Option granted under this
Plan shall become exercisable prior to the first to occur of the following
events, and then and thereafter shall be exercisable only with respect to Option
Shares which shall have become vested:

          i.    a Sale of the Company or 30 days following an Initial Public
     Offering (the date of such event being referred to as the "IPO/Sale Date");
     or

          ii.   the seventh anniversary of the date of the applicable
     Participant's Option Agreement.

          (f)   Expiration of Option. Unless otherwise expressly set forth in an
applicable Participant's Option Agreement, the following terms shall govern the
expiration of Options granted under this Plan.

          i.    Normal Expiration. In no event shall any part of any Option
     granted under this Plan be exercisable after the Expiration Date of such
     Option as set forth in Section 7(c) above.

          ii.   Early Expiration Upon Termination of Employment. If a
     Participant's employment with the Company or its Subsidiaries terminates
     for any reason (other than a termination by the Company with Cause), then
     (A) if such termination occurs after the IPO/Sale Date, the portion of such
     Participant's Option that is vested shall expire 30 days after the date of
     such Participant's termination (except in the case of a participant's death
     or Disability, in which case the expiration shall occur on the six-month
     anniversary of the Termination Date (as defined below)), but in no event
     after the Expiration Date of such Option, (B) if such termination occurs
     prior to the IPO/Sale Date, the portion of such Participant's Option that
     is vested shall expire on the earlier of (i) the Expiration Date or (ii) 30
     days after the IPO/Sale Date.

          iii.  Early Expiration Upon Termination With Cause. If a Participant's
     employment with the Company or its Subsidiaries is terminated with Cause,
     then the Participant's Option shall immediately terminate concurrently with
     such termination of

                                       -8-

<PAGE>

     employment, and such Participant shall forfeit all rights with respect to
     such Option, regardless of whether such Option, or any portion thereof,
     shall have become vested and/or exercisable.

     (g)  Exercise Procedures. Each Option granted under this Plan shall be
exercised by the holder thereof, to the extent it has vested, is outstanding and
is exercisable in accordance with the terms of this Plan and the Option
Agreement, at any time and from time to time prior to the Expiration Date (or
any earlier date of expiration provided in Section 7(f)(ii) and Section
7(f)(iii) of this Plan) by delivering written notice to the Company (to the
attention of the Company's General Counsel) and written acknowledgment that such
holder has read and has been afforded an opportunity to ask questions of
management of the Company regarding all financial and other information provided
to Participant (or such holder) regarding the Company, together with payment of
the Exercise Price in accordance with the provisions of the Option Agreement. As
a condition to any exercise of an Option, any holder of such Option shall permit
the Company to deliver to such holder all financial and other information
regarding the Company it believes necessary to enable such holder to make an
informed investment decision, and such holder shall make all customary
investment representations which the Company requires. Any holder of any Option
shall be required, as a condition precedent to such holder's right to exercise
such Option, at such person's expense, to supply the Committee with such
evidence, representations, agreements or assurances (including, but not limited
to, opinions of counsel satisfactory to the Committee) as the Committee then may
deem necessary or desirable in order to establish to the satisfaction of the
Committee the right of such person to exercise such Option, and the propriety of
the sale of securities by reason of such exercise under the Securities Act and
any other laws or requirements of any governmental authority specified by the
Committee, and the Company shall not be obligated to issue any shares of Common
Stock, Series A Preferred Stock, Series B Preferred Stock or Series D Preferred
Stock subject to such Option until all evidence, representations, agreements and
assurances required by the Committee shall have been supplied and reviewed by
the Committee and are in a form and of substance satisfactory to the Company's
counsel. In addition, as a condition to the issuance of shares of Common Stock,
Series A Preferred Stock, Series B Preferred Stock or Series D Preferred Stock
upon any holder's exercise of an Option, the Committee may in its sole
discretion require that such holder become a party to any stockholder agreement
then in effect. No Option holder shall have any rights as a shareholder with
respect to shares of Common Stock, Series A Preferred Stock, Series B Preferred
Stock or Series D Preferred Stock issuable under any Option granted under this
Plan until and unless such shares are issued and delivered to such Option
holder. The Exercise Price paid upon the exercise of any Option granted under
this Plan shall be added to the general funds of the Company and may be used for
any proper corporate purpose.

     8.   Repurchase. Unless otherwise expressly set forth in an applicable
Participant's Option Agreement, the following repurchase provisions shall apply
to all Options granted under this Plan.

     (a)  Repurchase Option. If a Participant's employment with the Company or
its Subsidiaries terminates for any reason, including upon such Participant's
death, Disability, resignation or termination with or without Cause (the date on
which such termination occurs being referred to as the "Termination Date"), such
Participant's Option Shares, whether held by such Participant or any other
Person, will be subject to repurchase by the Company pursuant to the terms and
conditions set forth in this Section 8 (the "Repurchase Option").

                                       -9-

<PAGE>

          i.   Termination Without Cause; Death or Disability; Resignation. If a
Participant's employment with the Company or any of its Subsidiaries terminates
as a result of (A) a termination without Cause, (B) death or Disability, (C)
Participant's resignation or (D) any other reason not covered by Section
8(a)(ii) below, the Company may elect to purchase all or any portion of the
Option Shares at a price per share equal to (i) in the case of Option Shares
which have been issued upon exercise of a Participant's Option, the Fair Market
Value thereof as of the Termination Date and (ii) in the case of Option Shares
which are vested but unissued, the repurchase price for each such Option Share
will be (a) the Fair Market Value thereof as of the Termination Date, minus (b)
the Exercise Price per share thereof. In the event the Company elects to
exercise the Repurchase Option under this Section 8, the portion of the
applicable Participant's Option which is unvested at such time shall terminate.

          ii.  Termination with Cause. If a Participant's employment with the
Company or any of its Subsidiaries terminates as a result of a termination with
Cause, then the Company may elect to purchase all or any portion of such
Participant's Option Shares which have been exercised by such Participant prior
to the Termination Date at a price per share equal to the Fair Market Value
thereof as of the Termination Date. As provided in Section 7(f)(iii) of this
Plan, the Participant's Option shall immediately terminate concurrently with
such Participant's termination of employment with Cause.

          (b)  Repurchase Procedures. After the termination of Participant's
employment with the Company and its Subsidiaries, the Company may elect to
exercise the right to repurchase all or any portion of the Option Shares (in the
amounts and for the prices set forth in Sections 8(a)(i) and 8(a)(ii)) pursuant
to the Repurchase Option by delivering written notice (the "Repurchase Notice")
to such Participant or any other holders of such Participant's Option Shares at
any time prior to the expiration of the 90 day period commencing on the earlier
of (i) with respect to Option Shares which have been issued upon exercise of the
Option prior to the Termination Date, the Termination Date and (ii) with respect
to Option Shares which are vested but unissued as of the Termination Date, the
date of exercise of the Option with respect to such Option Shares. The
Repurchase Notice shall set forth the number of Option Shares to be acquired
from such Participant and such other holder(s), the aggregate consideration to
be paid for such shares and the time and place for the closing of the
transaction. The number of Option Shares to be repurchased by the Company shall
first be satisfied to the extent possible from the Option Shares held by such
Participant at the time of delivery of the Repurchase Notice. If the number of
Option Shares then held by such Participant is less than the total number of
Option Shares the Company has elected to purchase, then the Company shall
purchase the remaining shares elected to be purchased from the other holders
thereof, pro rata according to the number of shares held by each such holder at
the time of delivery of such Repurchase Notice (determined as close as practical
to the nearest whole shares).

          (c)  Closing. The closing of the transactions contemplated by this
Section 8 will take place on the date designated by the Company in the
Repurchase Notice which date will not be more than 60 days after the delivery of
the Repurchase Notice. The Company will pay for the Option Shares to be
purchased pursuant to the Repurchase Option by, (A) delivery of a check payable
to the holder(s) of such Option Shares, or (B) where permitted by applicable
law, delivery of a subordinate note or notes payable in up to three (3) equal
annual installments, with the first installment due on the first anniversary of
the closing of such purchase, and bearing interest (payable quarterly in cash
or, at the Company's election, in additional notes of the same tenor) at a rate
of 7% per annum, or (C) any

                                      -10-

<PAGE>

combination of (A) and (B) in the aggregate amount of the purchase price
for such Option Shares. In addition, the Company may pay the purchase price for
such Option Shares by offsetting amounts outstanding under any indebtedness or
obligations owed by the applicable Participant to the Company or any of its
Subsidiaries. Any obligations of the Company under any notes issued by the
Company pursuant to this Section 8(c) shall be subject to any restrictive
covenants to which the Company is subject at the time of such purchase. The
Company will receive customary representations and warranties from the
applicable Participant and any other selling holders of Option Shares regarding
the sale of the applicable Option Shares, including but not limited to the
representation that such seller has good and marketable title to such Option
Shares to be transferred, free and clear of all liens, claims and other
encumbrances.

          (d)  Restrictions on Repurchase. Notwithstanding anything to the
contrary contained in this Plan or the applicable Option Agreement, all
repurchases of Option Shares by the Company shall be subject to applicable
restrictions contained in the Delaware General Corporation Law and in the
Company's and its Subsidiaries' debt and equity financing agreements. If any
such restrictions prohibit the repurchase of Option Shares hereunder which the
Company is otherwise entitled to make, the time periods in this Section 8 with
respect to such purchase shall be suspended and the Company may make such
repurchases as soon as it is permitted to do so under such restrictions.

          (e)  Termination of Repurchase Rights. The right of the Company to
repurchase Option Shares pursuant to this Section 8 shall terminate upon an
Initial Public Offering.

     9.   Restrictions on Transfer of Option Shares. Participants under the Plan
may not sell, pledge, assign or otherwise directly or indirectly dispose of (a
"Transfer") any interest in any Option Shares except pursuant to a Public Sale
or the provisions of Sections 8 or 11 of this Plan ("Exempt Transfers") and
except pursuant to applicable laws of descent and distribution; provided that
the restrictions contained in this Section 9 shall continue to be applicable to
the Option Shares after any Transfer pursuant to the laws of descent and
distribution and the transferees of such Option Shares have agreed in writing
delivered to the Company prior to such Transfer to be bound by the provisions of
this Agreement.

     10.  Additional Restrictions on Transfer.

          (a)  Restrictive Legend. The certificates representing the Option
Shares shall bear the following legend:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
     ON ________, 20__, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
     OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS
     AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES
     LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
     REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
     RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER
     AGREEMENTS SET FORTH IN AN OPTION

                                   -11-

<PAGE>

     AGREEMENT BETWEEN THE COMPANY AND _________________ DATED AS OF
     _______, 20__, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT
     THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

          (b)  Opinion of Counsel. Participants under the Plan may not Transfer
any Option Shares (except pursuant to an effective registration statement under
the Securities Act) without first delivering to the Company an opinion of
counsel reasonably acceptable in form and substance to the Company that
registration under the Securities Act or any applicable state securities law is
not required in connection with such Transfer.

     11.  Sale of the Company.

          (a)  Consent to Sale of Company. If the Board and the holders of a
majority of the shares of voting stock held by Willis Stein (the "WS Holders")
approve a Sale of the Company (an "Approved Sale"), each Participant (and any
other holders of Option Shares) shall vote for, consent to and shall not object
or otherwise impede consummation of the Approved Sale, and if the Approved Sale
is structured as a sale of stock, each Participant (and any other holders of
Option Shares) shall agree to sell all of his/her Option Shares and rights to
acquire Option Shares on the terms and conditions approved by the Board and the
WS Holders. Each Participant (and any other holders of Option Shares) shall take
all necessary and desirable actions in connection with the consummation of the
Approved Sale of the Company.

          (b)  Purchaser Representative. If the Company or the holders of the
Company's securities enter into any negotiation or transaction for which Rule
506 (or any similar rule then in effect) promulgated by the Securities Exchange
Commission may be available with respect to such negotiation or transaction
(including a merger, consolidation or other reorganization), each Participant
(and any other holders of Option Shares) shall, at the request of the Company,
appoint a purchaser representative (as such term is defined in Rule 501)
reasonably acceptable to the Company. If any Participant (or any other holders
of Option Shares) appoints the purchaser representative designated by the
Company, the Company shall pay the fees of such purchaser representative, but if
any Participant (or any other holders of Option Shares) declines to appoint the
purchaser representative designated by the Company such Participant (and any
other holders of Option Shares) shall appoint another purchaser representative
(reasonably acceptable to the Company), and such Participant (and any other
holders of Option Shares) shall be responsible for the fees of the purchaser
representative so appointed.

     12.  Additional Provisions.

          (a)  Listing, Registration and Compliance with Laws and Regulations.
All Options issued pursuant to this Plan shall be subject to the requirement
that if at any time the Committee shall determine, in its sole discretion, that
the listing, registration or qualification upon any securities exchange or under
any state or federal securities or other law or regulation of such shares of
Common Stock subject to such Option, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition to or in
connection with the exercise of such Options, no such Option may be exercised
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee.

                                      -12-

<PAGE>

The recipient of such Option will supply the Company with such certificates,
representations and information as the Company shall request and shall otherwise
cooperate with the Company in obtaining such listing, registration,
qualification, consent or approval. In the case of officers and other persons
subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the
Committee may at any time impose any limitations upon the exercise of an Option
that, in the Committee's discretion, are necessary or desirable in order to
comply with such Section 16(b) and the rules and regulations thereunder. If the
Company, as part of an offering of securities or otherwise, finds it desirable
because of federal or state regulatory requirements to reduce the period during
which any Options may be exercised, the Committee may, in its discretion and
without the holders' consent, so reduce such period on not less than 10 days
written notice to the holders thereof. Nothing contained herein shall obligate
the Company to register any Common Stock, Series A Preferred Stock, Series B
Preferred Stock, Series D Preferred Stock or other securities under any federal
or state securities laws.

          (b)  Non-transferability. Except as otherwise provided in the Option
Agreement, Options issued under this Plan may not be transferred other than by
will or the laws of descent and distribution and, during the lifetime of the
person to whom they are granted, Options may be exercised only by such person
(or his guardian or legal representative). In the event of the death of a
Participant, such Option may be exercised only (i) by the executor or
administrator of Participant's estate or the person or persons to whom such
person's rights under the Option shall pass by will or the laws of descent and
distribution and (ii) to the extent that Participant or such holder was entitled
hereunder at the date of such person's death.

          (c)  Taxes. The Company shall be entitled, if necessary or desirable,
to withhold (or secure payment from a Plan Participant in lieu of withholding)
the amount of any withholding or other tax due with respect to any amount
payable and/or shares issuable under this Plan, and the Company may defer such
payment or issuance unless indemnified to its satisfaction.

          (d)  No Right to Employment Conferred. Nothing in this Plan or (in the
absence of an express provision to the contrary) in the Option Agreement shall
confer on any Participant any right to continue in the employment of the Company
or its Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries to terminate such Participant's employment at any time for any
reason or to continue such Participant's present (or any other) rate of
compensation, and in the event of such Participant's termination of employment
(including, but not limited to, termination by the Company or its Subsidiaries
without Cause) any portion of such Participant's Option that was not previously
vested shall be forfeited.

     13.  Amendment. At any time the Board may make such additions or amendments
as it deems advisable under this Plan, including increasing the maximum number
of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock or
Series D Preferred Stock issuable upon the exercise of Options issued hereunder
except that it may not, without further approval by the Company's shareholders
and the requisite approval of the Company's Board, change the class of employees
to whom Options may be granted under this Plan.

     14.  Termination. The Board shall have the right and power to terminate
this Plan at any time. If it is not earlier terminated by the Board, this Plan
shall terminate on March 2, 2013. No securities shall be issued under this Plan
after this Plan's termination, but the termination of this Plan

                                      -13-

<PAGE>

shall not have any other effect, and any Option outstanding at the time of this
Plan's termination may be exercised after such termination to the same extent
such Option would have been exercisable had this Plan not been terminated.

     15.  Definitions. As used in this Plan, the following terms shall have the
meanings set forth below:

          "Adjusted Payment Percentage" means, in connection with calculations
pursuant to Section 7(b)(ix), that percentage of the shares of the Applicable
Class outstanding immediately prior to the applicable Redemption Event which
would have been redeemed upon consummation of such Redemption Event assuming
that (i) the Participation Amount in respect of rights to purchase shares of the
Applicable Class with respect to all Options ("Section 7(b)(ix) Options")
granted under the Plan which are entitled to receive payments from the Escrow
Agent of amounts due the Escrow Agent from Redemption Stockholders pursuant to
Section 7(b)(ix) in connection with such Redemption Event and related Sale of
the Company had been calculated solely by reference to clause (i) of the
definition of Participation Amount, without taking into account clause (ii) of
such definition, (ii) the Company had purchased upon consummation of such
Redemption Event, at the Redemption Price Per Share, the maximum number of
outstanding shares of the Applicable Class, consistent with satisfying its
obligations under this Plan pursuant to Section 7(b)(iv) with respect to all
Section 7(b)(ix) Options, in respect of rights to purchase shares of the
Applicable Class, and (iii) the aggregate of all amounts paid or to be paid by
the Company in connection with such Redemption Event in respect of outstanding
shares of the Applicable Class or pursuant to Section 7(b)(iv) of this Plan with
respect to all Section 7(b)(ix) Options, in respect of rights to purchase shares
of the Applicable Class, shall be equal to the sum of (x) the aggregate amount
previously paid by the Company upon consummation of such Redemption Event in
respect of outstanding shares of the Applicable Class and Section 7(b)(ix)
Options issued under this Plan in respect of rights to purchase shares of the
Applicable Class, plus (y) the sum of the amounts calculated separately for each
of the Section 7(b)(ix) Options equal to the Supplemental Redemption Payment for
such Option in connection with such Redemption Event.

          "Affiliate" of a Person means any other person, entity or investment
fund controlling, controlled by or under common control with the Person and, in
the case of a Person which is a partnership, any partner of the Person.

          "Aggregate Stockholder Dividend Contribution" relating to a Dividend
Deficit Event, means (i) aggregate Remaining Dividend Deficit in respect of all
Options granted under the Plan which were outstanding as of the record date for,
and consummation of, the applicable Dividend Event, to the extent outstanding
and exercisable upon consummation of the applicable Sale of the Company (i.e.,
excluding any such options to the extent previously exercised or not outstanding
as of such Sale of the Company), multiplied by (ii) the ratio obtained by
dividing (x) the aggregate number of shares of the Applicable Class outstanding
immediately prior to consummation of such Dividend Event, by (y) the sum of (A)
the amount of shares in clause (x) of this definition plus (B) the aggregate
number of shares of the Applicable Class which would be issuable upon the
exercise in full of the options referred to clause (i) foregoing assuming that
all such options were fully vested and exercisable prior to consummation of the
Dividend Event.

          "Board" means the board of directors of the Company.

                                      -14-

<PAGE>

              "Catch-up Dividend Payment Per Share", with respect to any Option
in connection with a Dividend Deficit Event, means the amount, if any, by which

     (i)  the aggregate amount paid at any time after the consummation of the
     related Dividend Event through consummation of a Sale of the Company to the
     Participant in respect of each share of the Applicable Class issuable upon
     exercise of such Option (other than such shares in respect of which a
     payment was made pursuant to Section 7(b)(v) of this Plan in connection
     with such Dividend Event), including all amounts which such Participant
     would be entitled to receive in respect of such a share obtained upon
     exercise of such Option and sale of such share in connection with such Sale
     of the Company, to the extent in excess of the Exercise Price, exceeds

     (ii) the aggregate amount paid at any time after the consummation of such
     Dividend Event (i.e., excluding the dividend paid in connection with such
     Dividend Event) through consummation of such Sale of the Company, to
     Company Stockholders in respect of each share of such Applicable Class
     which was outstanding as of the record date of the Dividend Event (and,
     consequently, in respect of which such dividend was paid in connection with
     such Dividend Event) and remained outstanding through the consummation of
     the Sale of the Company (or if no shares of such Applicable Class remained
     outstanding through the consummation of the Sale of the Company, the date
     as of which the last shares of such Applicable Class remained outstanding).

              "Cause" shall have the meaning ascribed to such term in any
written employment agreement between the Company and/or its Subsidiaries and the
applicable Participant or, in the absence of any such written employment
agreement, shall mean (i) the commission of a felony or a crime involving moral
turpitude or the commission of any other act or omission involving dishonesty or
fraud with respect to the Company, any of its Subsidiaries or any of their
readers, advertisers, subscribers, customers or suppliers, (ii) intentional or
willful conduct which conduct brings the Company or any of its Subsidiaries into
public disgrace or disrepute in any material respect, (iii) substantial or
repeated failure to perform (other than due to Disability) Participant's duties
in respect of the Company or any of its Subsidiaries as reasonably directed by
Participant's immediate supervisor or the Chief Executive Officer which is not
cured within 10 days after notice thereof to Participant or which is incapable
of cure, (iv) gross negligence or willful misconduct with respect to the Company
or any of its Subsidiaries, or (v) any breach of an Option Agreement which is
not cured within 10 days after notice thereof to Participant or which is
incapable of cure.

              "Code" means the Internal Revenue Code of 1986, as amended, and
any reference to a particular Code section shall be interpreted to include any
revision of or successor to that section regardless of how numbered or
classified.

              "Committee" means the Compensation Committee of the Board, or such
other committee of the Board which may be designated by the Board to administer
the Plan, or, if the Board has not designated a committee to administer the
Plan, the Board in its entirety.

                                      -15-

<PAGE>

              "Common Stock" means the Company's Common Stock, par value $.001
per share, or, in the event that the outstanding Common Stock is hereafter
changed into or exchanged for different stock or securities of the Company, such
other stock or securities.

              "Deficit" for each Applicable Class in respect of an Option means
(i) in connection with a Redemption Event and subsequent Sale of the Company,
the positive excess, if any, of (a) the product of the Spread Value Per Share
paid in such Redemption Event multiplied by the Event Unvested Number, over (b)
the Supplemental Redemption Payment, calculated in each case in respect of the
Applicable Class, and (ii) in connection with a Dividend Event and subsequent
Sale of the Company (the "Dividend Deficit"), the product of (a) the Event
Unvested Number, multiplied by (b) the positive excess, if any, of (i) the
Spread Value Per Share paid in such Dividend Event over (ii) the Catch-up
Dividend Payment Per Share, if any, calculated in each case in respect of the
Applicable Class.

              "Disability" shall have the meaning ascribed to such term in any
written employment agreement between the Company and/or its Subsidiaries and the
applicable Participant or, in the absence of any such written employment
agreement, shall mean Participant's inability, due to illness, accident, injury,
physical or mental incapacity or other disability, to carry out effectively
Participant's duties and obligations to the Company or its Subsidiaries or to
participate effectively and actively in the management of the Company or its
Subsidiaries for a period of at least 90 consecutive days or for shorter periods
aggregating at least 120 days (whether or not consecutive) during any
twelve-month period, as determined in the reasonable judgment of the Committee.

              "Event Unvested Number" of shares of an Applicable Class in
respect of a Redemption Event or Dividend Event in respect of an Option means
the excess (if any) of the amount described in clause (i) of the definition of
Participation Amount for such Option over the amount described in clause (ii) of
the definition of Participation Amount for such Option.

              "Fair Market Value" of any Stock shall be determined by the
Committee unless the applicable Participant's Option Agreement provides
otherwise.

              "Initial Public Offering" means an initial public offering of the
Company's Common Stock pursuant to an offering registered under the Securities
Act.

              "Number of Rescinded Redemption Shares" means, for a Stockholder
in respect of a Redemption Event the product of (i) the excess of the Payment
Percentage over the Adjusted Payment Percentage, multiplied by (ii) the number
of shares of the Applicable Class held by such Redemption Stockholder and
outstanding as of immediately prior to the applicable Redemption Event.

              "Option Shares" means (i) all shares of Common Stock, Series A
Preferred Stock, Series B Preferred Stock or Series D Preferred Stock issued or
issuable upon the exercise of any Option and (ii) all shares of capital stock
issued with respect to the Common Stock, Series A Preferred Stock, Series B
Preferred Stock or Series D Preferred Stock referred to in clause (i) above by
way of stock dividend or stock split or in connection with any conversion,
merger, consolidation or recapitalization or other reorganization affecting the
Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series D
Preferred Stock. Option Shares shall continue to be Option

                                      -16-

<PAGE>

Shares in the hands of any holder other than a Participant (except for the
Company and, to the extent that a Participant is permitted to transfer Option
Shares pursuant to Section 9 hereof, purchasers pursuant to a Public Sale), and
each such transferee thereof shall succeed to the rights and obligations of a
holder of Option Shares hereunder.

              "Participation Amount" in respect of an Option at any time means
the right to purchase pursuant to such Option a number of shares of the
Applicable Class equal to the lesser of (i) the Payment Percentage (which, for
purposes of calculating the Event Unvested Number in connection with a Dividend
Event, shall be deemed to equal one hundred percent (100%)) multiplied by the
aggregate number of shares of the Applicable Class which would be issuable upon
exercise of such Option in full, assuming that such Option were fully vested and
exercisable at such time, and (ii) the number of shares of the Applicable Class
which, immediately prior to consummation of such Redemption Event or Dividend
Event, the Participant holding such Option is entitled to purchase pursuant to
the vested portion of such Option (assuming for such purposes that such vested
portion is then exercisable).

              "Payment Percentage" means the ratio determined by dividing (a)
the number of shares of the Applicable Class redeemed or otherwise acquired by
the Company or in respect of which the Company made a payment of the type
described in clause (y) of the definition of Redemption Event, in either case in
connection with such Redemption Event, by (b) the aggregate number of shares of
the Applicable Class outstanding immediately prior to consummation of the
Redemption Event.

              "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, and a governmental entity or any
department, agency, or political subdivision thereof.

              "Personal Statement" means, with respect to a Participant, the
Personal Statement delivered to such Participant in connection with a grant or
issuance of Options under this Plan.

              "Pro Rata Dividend Contribution" means, for any holder of shares
of an Applicable Class which was outstanding as of the record date for the
Dividend Event (and consequently, in respect of which the dividend was paid in
connection with such Dividend Event), the product equal to (i) the Aggregate
Stockholder Dividend Contribution, multiplied by (ii) the ratio determined by
dividing (a) the consideration received by such holder with respect to the
Applicable Class in the Dividend Event, by (b) the aggregate consideration
received by all holders of shares of the Applicable Class in the Dividend Event.

              "Public Sale" means any sale of Option Shares to the public
pursuant to an offering registered under the Securities Act or to the public
through a broker, dealer or market maker pursuant to the provisions of Rule 144
adopted under the Securities Act.

              "Redemption Price Per Share" means, in respect of a Redemption
Event, the aggregate consideration paid by the Company in respect of each
outstanding share of the Applicable Class redeemed or otherwise acquired by the
Company or in respect of which the Company made a payment of the type described
in clause (y) of the definition of Redemption Event, in either case in
connection with such Redemption Event.

                                      -17-

<PAGE>

              "Remaining Dividend Deficit" for each Applicable Class in respect
of an Option, determined in connection with a Dividend Event, means the Dividend
Deficit in respect of such Option in connection with such Dividend Event, less
all payments made by the Company pursuant to Section 7(b)(vi) in respect of such
Option, in each case to the extent relating to shares of the Applicable Class.

              "Sale Agreement" means the earliest executed of one or more
related agreements that, upon consummation of the transactions contemplated
therein, would result in a Sale of the Company.

              "Sale of the Company" means the sale of the Company to an
Independent Third Party or group of Independent Third Parties pursuant to which
such party or parties acquire (i) capital stock of the Company possessing the
voting power to elect a majority of the Board (whether by merger, consolidation
or sale or transfer of the Company's capital stock), or (ii) all or
substantially all of the assets of the Company; provided that a transaction that
would otherwise constitute a Sale of the Company will be deemed not to be a Sale
of the Company for purposes of this Agreement if following such transaction the
Persons who immediately prior thereto held capital stock thereafter own,
directly or beneficially, capital stock of the Company or any other entity
holding such assets, which capital stock possesses the voting power to elect a
majority of the Board or of the board of directors or similar governing body of
such entity, as applicable. For purposes hereof, "Independent Third Party" means
any Person who, immediately prior to the contemplated transaction, does not own
in excess of 5% of the Company's Common Stock on a fully diluted basis (a "5%
Owner"), who is not controlling, controlled by or under common control with any
such 5% Owner and who is not the spouse or descendent (by birth or adoption) of
any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other
Persons.

              "Securities Act" means the Securities Act of 1933, as amended, and
any successor statute.

              "Series A Preferred Stock" means the Company's Series A Preferred
Stock, par value $.01 per share, or, in the event that the outstanding Series A
Preferred Stock is hereafter changed into or exchanged for different stock or
securities of the Company, such other stock or securities.

              "Series B Preferred Stock" means the Company's Series B Preferred
Stock, par value $.01 per share, or, in the event that the outstanding Series B
Preferred Stock is hereafter changed into or exchanged for different stock or
securities of the Company, such other stock or securities.

              "Series D Preferred Stock" means the Company's Series D Preferred
Stock, par value $.01 per share, or, in the event that the outstanding Series D
Preferred Stock is hereafter changed into or exchanged for different stock or
securities of the Company, such other stock or securities.

              "Stock" means, collectively, the Common Stock, Series A Preferred
Stock, Series B Preferred Stock and Series D Preferred Stock.

              "Subsidiary" means any corporation in which the Company owns,
directly or indirectly, stock possessing 50% or more of the total combined
voting power.

                                      -18-

<PAGE>

              "Supplemental Redemption Payment", in respect of any Option, means
the aggregate consideration paid (x) pursuant to Section 7(b)(vi) to the
Participant in respect of such Option in connection with the applicable
Redemption Event, or (y) otherwise in respect of the Participant's rights under
such Option to purchase the Event Unvested Number of shares of the Applicable
Class, at any time upon or after the consummation of such Redemption Event
through consummation of such Sale of the Company.

              "Vesting Commencement Date" means, with respect to a Participant's
Option, the date set forth as the "Vesting Commencement Date" on the respective
Participant's Personal Statement.

              "Willis Stein" means, collectively, (i) Willis Stein & Partners
II, L.P., a Delaware limited partnership, (ii) Willis Stein & Partners Dutch,
L.P., a Delaware limited partnership, (iii) Willis Stein & Partners III, L.P., a
Delaware limited partnership, (iv) Willis Stein & Partners Dutch III-A, L.P., a
Delaware limited partnership, (v) Willis Stein & Partners Dutch III-B, L.P., a
Delaware limited partnership, (vi) Willis Stein & Partners III-C, L.P., a
Delaware limited partnership, and (vii) other partnerships sharing a common
general partner therewith.

              "Willis Stein Shares" means any share of Stock which was
originally issued to any of the Persons listed in clauses (i) - (vi) of the
definition of Willis Stein.

         16.  Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board, the members of the
Board and the members of the Committee shall be indemnified by the Company
against all costs and expenses reasonably incurred by them in connection with
any action, suit, or proceeding to which they or any of them may be party by
reason of any action taken or failure to act under or in connection with the
Plan or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding; provided that any such Board or
Committee member shall be entitled to the indemnification rights set forth in
this Section 16 only if such member has acted in good faith and in a manner that
such member reasonably believed to be in, or not opposed to, the best interests
of the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful, and further provided
that upon the institution of any such action, suit, or proceeding a Board or
Committee member, as applicable, shall give the Company written notice thereof
and an opportunity, at its own expense, to handle and defend the same before
such Board or Committee member undertakes to handle and defend it on his own
behalf.

         17.  Terms of Option Agreement. To the extent that an applicable
Participant's Option Agreement has terms which are inconsistent with or are
contradictory to the terms of this Plan, the terms of the Option Agreement shall
govern.

                                     * * * *

                                      -19-

</TEXT>
</DOCUMENT>
