STANDARD PACIFIC CORP /DE/
2001 NON-EXECUTIVE OFFICER STOCK INCENTIVE PLAN
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<TYPE>EX-10.9
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<FILENAME>dex109.txt
<DESCRIPTION>2001 NON-EXECUTIVE OFFICER STOCK INCENTIVE PLAN
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                                                                    EXHIBIT 10.9

                             STANDARD PACIFIC CORP.
                 2001 NON-EXECUTIVE OFFICER STOCK INCENTIVE PLAN

SECTION 1. PURPOSE OF PLAN

     The purpose of this Standard Pacific Corp. 2001 Non-Executive Officer Stock
Incentive Plan (this "Plan") is to advance the interests of Standard Pacific
Corp., a Delaware corporation (the "Company"), by stimulating the efforts of
employees of the Company and its subsidiaries, other than executive officers,
who are selected to be participants, by heightening the desire of such persons
to continue in working toward and contributing to the success of the Company.
Stock options granted pursuant to this Plan are not incentive stock options, as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").

SECTION 2. ADMINISTRATION OF PLAN

     2.1 Composition of Committee. Subject to the express provisions of this
         ------------------------
Plan, this Plan shall be administered by the Compensation Committee of the Board
of Directors (the "Committee"), as appointed from time to time by the Board of
Directors. The Board of Directors shall fill vacancies on, and from time to time
may remove or add members to, the Committee. The Committee shall act pursuant to
a majority vote or unanimous written consent. The Board of Directors, in its
sole discretion, may exercise any authority of the Committee under this Plan in
lieu of the Committee's exercise thereof. Notwithstanding the foregoing, the
Committee may appoint one or more separate committees (any such committee, a
"Subcommittee") composed of one or more directors of the Company (who may but
need not be members of the Committee) and may delegate to any such
Subcommittee(s) the authority to grant Awards (as defined in Section 5.1), under
the Plan to Eligible Persons (as defined in Section 4), to determine all terms
of such Awards, and/or to administer the Plan or any aspect of it. Any action by
any such Subcommittee within the scope of such delegation shall be deemed for
all purposes to have been taken by the Committee. The Committee may designate
the Secretary of the Company or other Company employees to assist the Committee
in the administration of the Plan, and may grant authority to such persons to
execute agreements or other documents evidencing Awards made under this Plan or
other documents entered into under this Plan on behalf of the Committee or the
Company.

     2.2 Powers of the Committee. Subject to the express provisions of this
         -----------------------
Plan, the Committee shall be authorized and empowered to do all things necessary
or desirable, in its sole discretion, in connection with the administration of
this Plan, including, without limitation, the following:

          (a) to prescribe, amend and rescind rules and regulations relating to
     this Plan and to define terms not otherwise defined herein; provided that,
     unless the Committee shall specify otherwise, for purposes of this Plan (i)
     the term "fair market value" shall mean, as of any date, the closing price
     for a Share (as defined in Section 3.1) reported for that date by the New
     York Stock Exchange (or such other stock exchange or quotation system on
     which Shares are then listed or quoted) or, if no Shares are traded on the
     New York Stock Exchange (or such other stock exchange or quotation system)
     on the date in

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     question, then the closing price for the next preceding date for which
     Shares traded on the New York Stock Exchange (or such other stock exchange
     or quotation system); and (ii) the term "Company" shall mean the Company
     and its subsidiaries and affiliates, unless the context otherwise requires;

          (b) to determine which persons are Eligible Persons, to which of such
     Eligible Persons, if any, Awards shall be granted hereunder and the timing
     of any such Awards, and to grant Awards;

          (c) to grant Awards to Eligible Persons and determine the terms and
     conditions thereof, including the number of Shares subject to Awards and
     the exercise or purchase price of such Shares and the circumstances under
     which Awards become exercisable or vested or are forfeited or expire, which
     terms may but need not be conditioned upon the passage of time, continued
     employment, the satisfaction of performance criteria, the occurrence of
     certain events (including events which the Board or the Committee determine
     constitute a change of control), or other factors;

          (d) to establish, verify the extent of satisfaction of, adjust, reduce
     or waive any performance goals or other conditions applicable to the grant,
     issuance, exercisability, vesting and/or ability to retain any Award;

          (e) to prescribe and amend the terms of the agreements or other
     documents evidencing Awards made under this Plan (which need not be
     identical);

          (f) to determine whether, and the extent to which, adjustments are
     required pursuant to Section 10;

          (g) to interpret and construe this Plan, any rules and regulations
     under this Plan and the terms and conditions of any Award granted
     hereunder, and to make exceptions to any such provisions in good faith and
     for the benefit of the Company; and

          (h) to make all other determinations deemed necessary or advisable for
     the administration of this Plan.

     2.3 Determinations of the Committee. All decisions, determinations and
         -------------------------------
interpretations by the Committee regarding this Plan shall be final and binding
on all Eligible Persons and Participants (as defined in Section 4). The
Committee shall consider such factors as it deems relevant to making such
decisions, determinations and interpretations including, without limitation, the
recommendations or advice of any director, officer or employee of the Company
and such attorneys, consultants and accountants as it may select.

SECTION 3. STOCK SUBJECT TO PLAN

     3.1 Aggregate Limits. The aggregate number of shares of the Company's
         ----------------
common stock, $.01 par value per share ("Shares"), issued pursuant to all Awards
granted under this Plan shall not exceed 525,000. The aggregate number of Shares
available for issuance under this Plan and the number of Shares subject to
outstanding Options or other Awards shall be subject to adjustment as provided
in Section 10. The Shares issued pursuant to this Plan may be Shares


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that either were reacquired by the Company, including Shares purchased in the
open market, or authorized but unissued Shares.

     3.2 Issuance of Shares. For purposes of Section 3.1, the aggregate number
         ------------------
of Shares issued under this Plan at any time shall equal only the number of
Shares actually issued upon exercise or settlement of an Award and shall not
include Shares subject to Awards that have been canceled, expired or forfeited
or Shares subject to Awards that have been delivered (either actually or
constructively by attestation) to or retained by the Company in payment or
satisfaction of the purchase price, exercise price or tax withholding obligation
of an Award.

SECTION 4. PERSONS ELIGIBLE UNDER PLAN

     Any person who is an employee or prospective employee of the Company or any
of its affiliates shall be eligible to be considered for the grant of Awards
hereunder unless such person is a director of the Company or an "officer" as
defined under paragraph 312.04 of the New York Stock Exchange Listed Company
Manual (or any successor rule) (an "Eligible Person"). Unless provided otherwise
by the Committee, the term "employee" shall mean an "employee," as such term is
defined in General Instruction A to Form S-8 under the Securities Act of 1933,
as amended. A "Participant" is any current or former Eligible Person to whom an
Award has been made and any person (including any estate) to whom an Award has
been assigned or transferred pursuant to Section 9.1.

SECTION 5. PLAN AWARDS

     5.1 Award Types. The Committee, on behalf of the Company, is authorized
         -----------
under this Plan to enter into certain types of written arrangements with
Eligible Persons and to confer certain benefits on them. The following
arrangements or benefits are authorized under this Plan if their terms and
conditions are not inconsistent with the provisions of this Plan: Options,
Incentive Bonuses and Incentive Stock. Such arrangements and benefits are
sometimes referred to herein as "Awards." The authorized types of arrangements
and benefits for which Awards may be granted are defined as follows:

          (a) Options: An option is a right granted under Section 6 (an
     "Option") to purchase a number of Shares at such exercise price, at such
     times, and on such other terms and conditions as are specified in the
     agreement or terms and conditions or other document evidencing the Award
     (the "Option Document"). Stock options granted pursuant to this Plan are
     not incentive stock options, as defined in Section 422 of the Code.

          (b) Incentive Bonus: An Incentive bonus is a bonus opportunity awarded
     under Section 7 (an "Incentive Bonus") pursuant to which a Participant may
     become entitled to receive an amount based on satisfaction of such
     performance criteria as are specified in the agreement or other document
     evidencing the Award (the "Incentive Bonus Document").

          (c) Incentive Stock: Incentive stock is an award or issuance of Shares
     made under Section 8 ("Incentive Stock"), the grant, issuance, retention,
     vesting and/or transferability of which is subject during specified periods
     of time to such conditions (including continued employment or performance
     conditions) and terms as are expressed


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     in the agreement or other document evidencing the Award (the "Incentive
     Stock Document").

     5.2 Grants of Awards. An Award may consist of one such arrangement or
         ----------------
benefit or two or more of them in tandem or in the alternative.

SECTION 6. OPTIONS

     The Committee may grant an Option or provide for the grant of an Option,
either from time to time in the discretion of the Committee or automatically
upon the occurrence of specified events, including, without limitation, the
achievement of performance goals, the satisfaction of an event or condition
within the control of the recipient of the Award or within the control of
others.

     6.1 Option Document. Each Option Document shall contain provisions
         ---------------
regarding (a) the number of Shares that may be issued upon exercise of the
Option, (b) the purchase price of the Shares and the means of payment for the
Shares, (c) the term of the Option, (d) such terms and conditions on the vesting
and/or exercisability of an Option as may be determined from time to time by the
Committee, (e) restrictions on the transfer of the Option and forfeiture
provisions and (f) such further terms and conditions, in each case not
inconsistent with this Plan as may be determined from time to time by the
Committee.

     6.2 Option Price. The purchase price per share of the Shares subject to
         ------------
each Option granted under this Plan shall equal or exceed 100% of the fair
market value of a Share on the date the Option is granted, except that (a) the
exercise price of an Option may be higher or lower in the case of Options
granted to an employee of a company acquired by the Company in assumption and
substitution of options held by such employee at the time such company is
acquired ("Substitution Options"), and (b) if an Eligible Person is required to
pay or forego the receipt of any cash amount in consideration of receipt of an
Option, the exercise price plus such cash amount shall equal or exceed 100% of
the fair market value of such Shares on the date the Option is granted.

     6.3 Option Term. The "term" of each Option granted under this Plan shall be
         -----------
10 years from the date of its grant, unless the Committee provides for a shorter
period.

     6.4 Option Vesting. Options granted under this Plan shall be exercisable at
         --------------
such time and in such installments during the period prior to the expiration of
the Option's term as determined by the Committee, except that no Option other
than Substitution Options shall first become exercisable within one (1) year
from its date of grant, other than upon death or disability of the Participant
or upon a Change of Control (as defined in Section 11). The Committee shall have
the right to make the timing of the ability to exercise any Option granted under
this Plan subject to continued employment, the passage of time and/or such
performance requirements as deemed appropriate by the Committee. Subject to the
limitation set forth in the first sentence of this Section 6.4, at any time
after the grant of an Option the Committee may reduce or eliminate any
restrictions surrounding any Participant's right to exercise all or part of the
Option.

     6.5 Termination of Employment or Service. Subject to Section 11, upon a
         ------------------------------------
termination of a Participant's employment prior to the full vesting or exercise
of an Option, (a)


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the unvested portion of the Option shall be forfeited unless the Committee in
its discretion determines otherwise, and (b) any unexercised Options shall be
subject to such procedures as the Committee may establish.

     6.6 Payment of Exercise Price. The exercise price of an Option shall be
         -------------------------
paid in the form of one of more of the following, as the Committee shall
specify, either through the terms of the Option Document or at the time of
exercise of an Option: (a) cash or certified or cashiers' check, (b) shares of
capital stock of the Company that have been held by the Participant for such
period of time as the Committee may specify, (c) other property deemed
acceptable by the Committee, (d) a reduction in the number of Shares or other
property otherwise issuable pursuant to such Option, (e) payment under an
arrangement with a broker selected or approved by the Company where payment is
made pursuant to an irrevocable commitment by the broker to deliver to the
Company proceeds from the sale of the Shares issuable upon exercise of the
Option, or (f) any combination of (a) through (e).

     6.7 No Option Repricing. Without the approval of stockholders, the Company
         -------------------
shall not reprice any Options. For purposes of this Plan, the term "reprice"
shall mean lowering the exercise price of previously awarded Options within the
meaning of Item 402(i) under Securities and Exchange Commission Regulation S-K
(including canceling previously awarded Options and regranting them with a lower
exercise price).

SECTION 7. INCENTIVE BONUSES

     Each Incentive Bonus Award will confer upon the Participant the opportunity
to earn a future payment tied to the level of achievement with respect to one or
more performance criteria established for a specified performance period.

     7.1 Incentive Bonus Document. Each Incentive Bonus Document shall contain
         ------------------------
provisions regarding (a) the target and maximum amount payable to the
Participant as an Incentive Bonus, (b) the performance criteria and level of
achievement versus these criteria that shall determine the amount of such
payment, (c) the term of the performance period as to which performance shall be
measured for determining the amount of any payment, (d) the timing of any
payment earned by virtue of performance, (e) restrictions on the alienation or
transfer of the Incentive Bonus prior to actual payment, (f) forfeiture
provisions and (g) such further terms and conditions, in each case not
inconsistent with this Plan as may be determined from time to time by the
Committee. The maximum amount payable as an Incentive Bonus may be a multiple of
the target amount payable.

     7.2 Performance Criteria. The Committee shall establish the performance
         --------------------
criteria and level of achievement versus these criteria that shall determine the
target and maximum amount payable under an Incentive Bonus Award, which criteria
may be based on financial performance and/or personal performance evaluations.
The Committee shall certify the extent to which any performance criteria has
been satisfied, and the amount payable as a result thereof, prior to payment of
any Incentive Bonus.

     7.3 Timing and Form of Payment. The Committee shall determine the timing of
         --------------------------
payment of any Incentive Bonus. The Committee may provide for or, subject to
such terms and


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conditions as the Committee may specify, may permit a Participant to elect for
the payment of any Incentive Bonus to be deferred to a specified date or event.
An Incentive Bonus may be payable in Shares or in cash or other property. Any
Incentive Bonus that is paid in cash or other property shall not affect the
number of Shares otherwise available for issuance under this Plan.

     7.4 Discretionary Adjustments. Notwithstanding satisfaction of any
         -------------------------
performance goals, the amount paid under an Incentive Bonus Award on account of
either financial performance or personal performance evaluations may be reduced
by the Committee on the basis of such further considerations as the Committee
shall determine.

     7.5 Termination of Employment. Subject to Section 11, upon a termination of
         -------------------------
employment by a Participant prior to the vesting of or the lapsing of
restrictions on Incentive Bonuses the Incentive Bonus Awards granted to such
Participant shall be forfeited, unless the Committee in its discretion
determines otherwise.

SECTION 8. INCENTIVE STOCK

     Incentive Stock is an award or issuance of Shares the grant, issuance,
retention, vesting and/or transferability of which is subject during specified
periods of time to such conditions (including continued employment and/or
performance conditions) and terms as the Committee deems appropriate.

     8.1 Incentive Stock Document. Each Incentive Stock Document shall contain
         ------------------------
provisions regarding (a) the number of Shares subject to such Award or a formula
for determining such, (b) the purchase price of the Shares, if any, and the
means of payment for the Shares, (c) the performance criteria, if any, and level
of achievement versus these criteria that shall determine the number of Shares
granted, issued, retainable and/or vested, (d) such terms and conditions on the
grant, issuance, vesting and/or forfeiture of the Shares as may be determined
from time to time by the Committee, (e) restrictions on the transferability of
the Shares and (f) such further terms and conditions in each case not
inconsistent with this Plan as may be determined from time to time by the
Committee.

     8.2 Sale Price. Subject to the requirements of applicable law, the
         ----------
Committee shall determine the price, if any, at which Shares of Incentive Stock
shall be sold or awarded to an Eligible Person, which may vary from time to time
and among Eligible Persons and which may be below the fair market value of such
Shares at the date of grant or issuance.

     8.3 Share Vesting. The grant, issuance, retention and/or vesting of Shares
         -------------
of Incentive Stock shall be at such time and in such installments as determined
by the Committee or under criteria established by the Committee. The Committee
shall have the right to make the timing of the grant and/or the issuance,
ability to retain and/or vesting of Shares of Incentive Stock subject to
continued employment, passage of time and/or such performance criteria and level
of achievement versus these criteria as deemed appropriate by the Committee,
which criteria may be based on financial performance and/or personal performance
evaluations.

     8.4 Discretionary Adjustments. Notwithstanding satisfaction of any
         -------------------------
performance goals, the number of Shares granted, issued, retainable and/or
vested under an Incentive Stock Award on account of either financial performance
or personal performance evaluations may be


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reduced by the Committee on the basis of such further considerations as the
Committee shall determine.

     8.5 Termination of Employment. Subject to Section 11, upon a termination of
         -------------------------
employment by a Participant prior to the vesting of or the lapsing of
restrictions on Incentive Stock, the Incentive Stock Awards granted to such
Participant shall be forfeited unless the Committee in its discretion determines
otherwise.

SECTION 9. OTHER PROVISIONS APPLICABLE TO AWARDS

     9.1 Transferability. Unless the agreement or other document evidencing an
         ---------------
Award (or an amendment thereto authorized by the Committee) expressly states
that the Award is transferable as provided hereunder, no Award granted under
this Plan, nor any interest in such Award, may be sold, assigned, conveyed,
gifted, pledged, hypothecated or otherwise transferred in any manner, other than
by will or the laws of descent and distribution.

     9.2 Dividends. Unless otherwise provided by the Committee, no adjustment
         ---------
shall be made in Shares issuable under Awards on account of cash dividends that
may be paid or other rights that may be issued to the holders of Shares prior to
their issuance under any Award. The Committee shall specify whether dividends or
dividend equivalent amounts shall be paid to any Participant with respect to the
Shares subject to any Award that on the record date for such dividends have not
vested or been issued or that are subject to any restrictions or conditions.

     9.3 Documents Evidencing Awards. The Committee shall, subject to applicable
         ---------------------------
law, determine the date an Award is deemed to be granted. The Committee or,
except to the extent prohibited under applicable law, its delegate(s) may
establish the terms of agreements or other documents evidencing Awards under
this Plan and may, but need not, require as a condition to any such agreement's
or document's effectiveness that such agreement or document be executed by the
Participant and that such Participant agree to such further terms and conditions
as specified in such agreement or document. The grant of an Award under this
Plan shall not confer any rights upon the Participant holding such Award other
than such terms, and subject to such conditions, as are specified in this Plan
as being applicable to such type of Award (or to all Awards) or as are expressly
set forth in the agreement or other document evidencing such Award.

     9.4 Tandem Stock or Cash Rights. Either at the time an Award is granted or
         ---------------------------
by subsequent action, the Committee may, but need not, provide that an Award
shall contain as a term thereof, a right, either in tandem with the other rights
under the Award or as an alternative thereto, of the Participant to receive,
without payment to the Company, a number of Shares, cash or a combination
thereof, the amount of which is determined by reference to the value of the
Award.

     9.5 Financing. The Committee may in its discretion provide financing to a
         ---------
Participant in a principal amount sufficient to pay the purchase price of any
Award and/or to pay the amount of taxes required by law to be withheld with
respect to any Award. Any such loan shall be subject to all applicable legal
requirements and restrictions pertinent thereto, including without limitation
Regulation G promulgated by the Federal Reserve Board. Neither the prior


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financing of another Participant, nor the grant of an Award to a Participant,
shall obligate the Company or the Committee to provide any financing whatsoever
in connection with such grant.

     9.6 Additional Restrictions on Awards. Either at the time an Award is
         ---------------------------------
granted or by subsequent action, the Committee may, but need not, impose such
restrictions, conditions or limitations as it determines appropriate as to the
timing and manner of any resales by a Participant or other subsequent transfers
by a Participant of any Shares issued under an Award, including without
limitation (a) restrictions under an insider trading policy, (b) restrictions
designed to delay and/or coordinate the timing and manner of sales by
Participants, and (c) restrictions as to the use of a specified brokerage firm
for such resales or other transfers.

SECTION 10. CHANGES IN CAPITAL STRUCTURE

     10.1 Corporate Actions Unimpaired. The existence of outstanding Awards
          ----------------------------
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations, exchanges, or other changes in the Company's capital structure
or its business, or any merger or consolidation of the Company, or any issuance
of common stock or other securities or subscription rights thereto, or any
issuance of bonds, debentures, preferred or prior preference stock ahead of or
affecting the common stock or other securities of the Company or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise. Further, except
as expressly provided herein or by the Committee, (a) the issuance by the
Company of shares of stock of any class (including any class of securities
convertible into shares of stock of any class, for cash), property, labor or
services, upon direct sale, upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, (b) the payment of a dividend in property
other than common stock, or (c) the occurrence of any similar transaction, and
in any case whether or not for fair value, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of common
stock subject to Awards theretofore granted or the purchase price per Share,
unless the Committee shall determine in its discretion that an adjustment is
necessary.

     10.2 Adjustments Upon Certain Events. If the outstanding shares of common
          -------------------------------
stock or other securities of the Company, or both, for which the Award is then
exercisable or as to which the Award is to be settled shall at any time be
changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization, or reorganization, the Committee may,
and if such event occurs after a Change of Control, the Committee shall,
appropriately and equitably adjust the number and kind of shares of common stock
or other securities which are subject to the Plan or subject to any Awards
theretofore granted, and the exercise or settlement prices of such Awards. If
the Company recapitalizes or otherwise changes its capital structure, or merges,
consolidates, sells all of its assets or dissolves (each of the foregoing a
"Fundamental Change"), then thereafter upon any exercise of an Option or
settlement of an Award theretofore granted, the Participant shall be entitled to
purchase under such Option or receive under such Award, in lieu of the number of
shares of common stock as to which such Option shall then be exercisable or such
Award shall then be subject, the number and class of shares of stock and
securities to which the Participant would have been entitled pursuant to the
terms of the Fundamental Change if, immediately prior to such Fundamental
Change, the


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Participant had been the holder of record of the number of shares of common
stock as to which such Option or Award is then subject. No fractional interests
shall be issued under this Plan resulting from any adjustments.

SECTION 11. CHANGE OF CONTROL

     11.1 Definitions. Unless the Committee provides otherwise,
          -----------

     For purposes of the Plan and Awards granted under the Plan, the term
"Change of Control" shall mean:

          (a) any "person" (as such term is used in Sections 13(d) and 14(d) of
     the Exchange Act) or group of persons acting in concert (other than the
     Company or any subsidiary thereof or any employee benefit plan of the
     Company or any subsidiary thereof, or any underwriter in connection with a
     firm commitment public offering of the Company's capital stock) becomes the
     "beneficial owner" (as such term is defined in Rule 13d-3 of the Exchange
     Act except that a person shall also be deemed the beneficial owner of all
     securities which such person may have a right to acquire, whether or not
     such right is presently exercisable), directly or indirectly, of securities
     of the Company representing thirty percent (30%) or more of the combined
     voting power of the Company's then outstanding securities ordinarily having
     the right to vote in the election of directors ("voting stock");

          (b) during any period subsequent to the effective date of this Plan, a
     majority of the members of the Board shall not for any reason be the
     individuals who at the beginning of such period constitute the Board or
     those persons who are nominated as new directors by a majority of the
     current directors or their successors who have been so nominated;

          (c) there shall be consummated any merger, consolidation (including a
     series of mergers or consolidations), or any sale, lease, exchange or other
     transfer (in one transaction or a series of related transactions) of all,
     or substantially all, of the assets of the Company (meaning assets
     representing fifty percent (50%) or more of the net tangible assets of the
     Company or generating fifty percent (50%) or more of the Company's
     operating cash flow, in each case measured over the Company's last four
     full fiscal quarters), or any other similar business combination or
     transaction, but excluding any business combination or transaction which
     would result in the voting stock of the Company immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into voting stock of the surviving entity) more than seventy
     percent (70%) of the combined voting power of the voting stock of the
     Company (or such surviving entity) outstanding immediately after giving
     effect to such business combination or transaction;

          (d) the adoption of any plan or proposal for the liquidation or
     dissolution of the Company;


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          (e) the occurrence of any other event that would be required to be
     reported in response to Item 6(e) of Schedule 14A of Regulation 14A of the
     Exchange Act as in effect on the date hereof; or

          (f) any other event specified by the Committee, regardless of whether
     at the time an Award is granted or thereafter.

     11.2 Effect of Change of Control. The Committee may provide, either at the
          ---------------------------
time an Award is granted or thereafter, that a Change of Control shall have such
effect as specified by the Committee, or no effect, as the Committee in its
discretion may provide. Without limiting the foregoing, the Committee may but
need not provide, either at the time an Award is granted or thereafter, that if
a Change of Control occurs, then effective as of a date selected by the
Committee, the Committee (which for purposes of the Changes of Control described
in (a), (b) and (c) above shall be the Committee as constituted prior to the
occurrence of such Change of Control) acting in its discretion without the
consent or approval of any Participant, may effect one or more of the following
alternatives or combination of alternatives with respect to all outstanding
Awards (which alternatives may be conditional on the occurrence of such of the
Changes of Control specified above and which may vary among individual
Participants):

          (a) in the case of a Change of Control specified in clause (c) of
     Section 11.1, accelerate the time at which Options then outstanding may
     vest or be exercised in full for a limited period of time on or before a
     specified date (which will permit the Participant to participate with the
     common stock received upon exercise of such Option in the event of a Change
     of Control specified in clause (c) of Section 11.1) fixed by the Committee,
     after which specified date all unexercised Options and all rights of
     Participants thereunder shall terminate,

          (b) accelerate the time at which Options then outstanding may be
     exercised so that such Options may be exercised in full for their then
     remaining term,

          (c) accelerate the vesting of Incentive Stock Awards, or

          (d) require the mandatory surrender to the Company of outstanding
     Options or unvested Incentive Stock held by such Participant (irrespective
     of whether such Options are then exercisable under the provisions of the
     Plan) as of a date, before or not later than 60 days after such Change of
     Control, specified by the Committee, and in such event the Committee shall
     thereupon cancel such Options and unvested Incentive Stock and the Company
     shall pay to each Participant an amount of cash equal to the excess of the
     fair market value of the aggregate shares subject to such Option over the
     aggregate Option exercise price of such shares or the fair market value of
     the aggregate unvested shares of Incentive Stock, as applicable.

Notwithstanding the foregoing, with the consent of the Participant, the
Committee may in lieu of the foregoing make such provisions with respect of any
Change of Control as it deems appropriate.


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SECTION 12. TAXES

     12.1 Withholding Requirements. The Committee may make such provisions or
          ------------------------
impose such conditions as it may deem appropriate for the withholding or payment
by a Participant of any taxes that the Committee determines are required in
connection with any Award granted under this Plan, and a Participant's rights in
any Award are subject to satisfaction of such conditions.

     12.2 Payment of Withholding Taxes. Notwithstanding the terms of Section
          ----------------------------
12.1, the Committee may provide in the agreement or other document evidencing an
Award or otherwise that all or any portion of the taxes required to be withheld
by the Company or, if permitted by the Committee, desired to be paid by the
Participant, in connection with the exercise, vesting, settlement or transfer of
any other Award shall be paid or, at the election of the Participant, may be
paid by the Company by withholding shares of the Company's common stock
otherwise issuable or subject to such Award, or by the Participant delivering
previously owned shares of the Company's common stock, in each case having a
fair market value equal to the amount required or elected to be withheld or
paid, or by a broker selected or approved by the Company paying such amount
pursuant to an irrevocable commitment by the broker to deliver to the Company
proceeds from the sale of the Shares issuable under the Award. Any such election
is subject to such conditions or procedures as may be established by the
Committee and may be subject to approval by the Committee.

SECTION 13. AMENDMENTS OR TERMINATION

     The Board may amend, alter or discontinue this Plan or any agreement or
other document evidencing an Award made under this Plan, but, except as provided
pursuant to the anti-dilution adjustment provision of Section 10, no such
amendment or alteration shall be made which would impair the rights of any
Participant, without such Participant's consent, under any Award theretofore
granted, provided that no such consent shall be required if the Committee
determines in its sole discretion and prior to the date of any Change of Control
that such amendment or alteration either is required or advisable in order for
the Company, the Plan or the Award to satisfy any law or regulation or to meet
the requirements of any accounting standard or is not reasonably likely to
diminish the Participant's benefits thereunder or that any diminution has been
adequately compensated for.

SECTION 14. COMPLIANCE WITH OTHER LAWS AND REGULATIONS

     This Plan, the grant and exercise of Awards thereunder, and the obligation
of the Company to sell, issue or deliver Shares under any Awards, shall be
subject to all applicable federal, state and foreign laws, rules and regulations
and to such approvals by any governmental or regulatory agency as may be
required. The Company shall not be required to register in a Participant's name
or deliver any Shares prior to the completion of any registration or
qualification of such Shares under any federal, state or foreign law or any
ruling or regulation of any government body which the Committee shall determine
to be necessary or advisable. This Plan is intended to constitute an unfunded
arrangement for a select group of employees.


                                       A-11

<PAGE>

     No Option shall be exercisable unless a registration statement with respect
to the Option is effective or the Company has determined that such registration
is unnecessary. Unless the Awards and Shares covered by this Plan have been
registered under the Securities Act of 1933, as amended, or the Company has
determined that such registration is unnecessary, each person receiving an Award
and/or Shares pursuant to any Award may be required by the Company to give a
representation in writing that such person is acquiring such Shares for his or
her own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof.

SECTION 15. OPTION GRANTS BY SUBSIDIARIES

     In the case of a grant of an Option to any Eligible Person employed by a
subsidiary of the Company, such grant may, if the Committee so directs, be
implemented by the Company issuing any subject shares to the subsidiary, for
such lawful consideration as the Committee may determine, upon the condition or
understanding that the subsidiary will transfer the shares to the optionholder
in accordance with the terms of the Option specified by the Committee pursuant
to the provisions of the Plan. Notwithstanding any other provision hereof, such
Option may be issued by and in the name of the subsidiary and shall be deemed
granted on such date as the Committee shall determine.

SECTION 16. NO RIGHT TO COMPANY EMPLOYMENT

     Nothing in this Plan or as a result of any Award granted pursuant to this
Plan shall confer on any individual any right to continue in the employ of the
Company or its affiliates or interfere in any way with the right of the Company
or its affiliates to terminate an individual's employment at any time. The
agreements or other documents evidencing Awards may contain such provisions as
the Committee may approve with reference to the effect of approved leaves of
absence.

SECTION 17. LIABILITY OF COMPANY

     The Company and any affiliate of the Company which is in existence or
hereafter comes into existence shall not be liable to a Participant, an Eligible
Person or other persons as to:

          (a) the non-issuance or sale of Shares as to which the Company has
     been unable to obtain from any governmental or regulatory body having
     jurisdiction the authority deemed by the Company's counsel to be necessary
     to the lawful issuance and sale of any Shares hereunder; and

          (b) any tax consequence expected, but not realized, by any
     Participant, Eligible Person or other person due to the receipt, exercise
     or settlement of any Option or other Award granted hereunder.

SECTION 18. EFFECTIVENESS AND EXPIRATION OF PLAN

     This Plan shall be effective on the date of its adoption by the Company's
Board of Directors. No Awards shall be granted pursuant to this Plan more than
10 years after the effective date of this Plan.


                                       A-12

<PAGE>

SECTION 19. NON-EXCLUSIVITY OF PLAN

     Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board or the Committee to adopt
such other incentive arrangements as either may deem desirable, including
without limitation, the granting of restricted stock or stock options otherwise
than under this Plan, and such arrangements may be either generally applicable
or applicable only in specific cases.

SECTION 20. GOVERNING LAW

     This Plan and any agreements or other documents hereunder shall be
interpreted and construed in accordance with the laws of the State of Delaware
and applicable federal law. The Committee may provide that any dispute as to any
Award shall be presented and determined in such forum as the Committee may
specify, including through binding arbitration. Any reference in this Plan or in
the agreement or other document evidencing any Award to a provision of law or to
a rule or regulation shall be deemed to include any successor law, rule or
regulation of similar effect or applicability.

                                       A-13

</TEXT>
</DOCUMENT>
