COLONY RIH ACQUISITIONS INC
2001 OMNIBUS STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>11
<FILENAME>b315154_ex10-25.txt
<DESCRIPTION>2001 OMNIBUS STOCK INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                  Exhibit 10.25



                            COLONY RIH HOLDINGS, INC.

                        2001 OMNIBUS STOCK INCENTIVE PLAN

Section 1. General Purpose of Plan; Definitions.

         (a) The name of this plan is the Colony RIH Holdings, Inc. 2001 Omnibus
Stock Incentive Plan (the "Plan"). The Plan was adopted by the Board as of April
25, 2001 (the "Effective Date"), subject to the approval of the stockholders of
the Company. The purpose of the Plan is to enable the Company to attract and
retain highly qualified personnel who will contribute to the Company's success
by their ability, ingenuity and industry and to provide incentives to the
participating officers, directors, employees, consultants and advisors that are
linked directly to increases in stockholder value and will therefore inure to
the benefit of all stockholders of the Company.

         (b) For purposes of the Plan, the following terms shall be defined as
set forth below:

         "Administrator" means the Board, or if and to the extent the Board does
not administer the Plan, the Committee in accordance with Section 2.

         "Board" means the Board of Directors of the Company.

         "Class A Common Stock" means the Class A common stock, par value $.01
per share, of the Company.

         "Class B Common Stock" means the Class B common stock, par value $.01
per share, of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto.

         "Committee" means the Compensation and Stock Option Committee of the
Board or any committee the Board may subsequently appoint to administer the
Plan. To the extent applicable, the Committee shall be composed entirely of
individuals who meet the qualifications referred to in Section 162(m) of the
Code and Rule 16b-3 under the Securities Exchange Act of 1934, as amended. If at
any time or to any extent the Board shall not administer the Plan, then the
functions of the Board specified in the Plan shall be exercised by the
Committee.

         "Company" means Colony RIH Holdings, Inc., a Delaware corporation (or
any successor corporation).

         "Deferred Stock" means an award made pursuant to Section 7 below of the
right to receive Stock at the end of a specified deferral period.

         "Disability" means any physical or mental disability that prevents a
Participant from performing one or more of the essential functions of his
position for a period of ninety days or more in any 12-month period and/or which
is expected to be of permanent duration; provided


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that if such term is otherwise defined in any employment agreement to which the
Participant and the Company are party, such other definition shall prevail.

         "Effective Date" means the date set forth in Section 1.

         "Eligible Recipient" means an officer, director, employee, consultant
or advisor of the Company or any Subsidiary.

         "Fair Market Value" means, as of any given date, with respect to any
awards granted hereunder, (i) if the Stock is publicly traded, the closing sale
price of the Stock on such date as reported in the Western Edition of the Wall
Street Journal, or (ii) if the Stock is not so reported, then except to the
extent alternate provision is made in the individual award agreement evidencing
any award hereunder, the fair market value of the Stock as determined in good
faith by the Board of Directors based on the advice of any nationally recognized
investment bank, valuation or accounting firm designated by the Board, and such
firm shall determine the fair market value of the Stock based upon the per share
value of the Company as a whole, without any discount for sale of a minority
interest and without considering lack of liquidity of the Stock, including
without limitation by reason of transfer and other restrictions on the Stock.

         "Incentive Stock Option" means any Stock Option intended to be
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

         "Limited Stock Appreciation Right" means a Stock Appreciation Right
that can be exercised only in the event of a "Change in Control" (as defined in
the award evidencing such Limited Stock Appreciation Right).

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option, including any Stock Option that provides (as of the time
such option is granted) that it will not be treated as an Incentive Stock
Option.

         "Parent Corporation" means, with respect to any Person, any other
Person which owns, directly or indirectly, a majority of the voting capital
stock or is a general partner or otherwise has the power to control, by
agreement or otherwise, the management and general business affairs of the
referenced Person.

         "Participant" means any Eligible Recipient selected by the
Administrator, pursuant to the Administrator's authority in Section 2 below, to
receive grants of Stock Options, Stock Appreciation Rights, Limited Stock
Appreciation Rights, Restricted Stock awards, Deferred Stock awards, Performance
Share awards or any combination of the foregoing.

         "Performance Shares" means an award of shares of Stock pursuant to
Section 7 that is subject to restrictions based upon the attainment of specified
performance objectives.

         "Person" means an individual, partnership, limited liability company,
joint venture, corporation, trust or unincorporated organization or any other
similar entity.

         "Restricted Stock" means an award granted pursuant to Section 7 of
shares of Stock subject to certain restrictions.



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         "Stock" means the Class A Common Stock and/or the Class B Common Stock.

         "Stock Appreciation Right" means the right pursuant to an award granted
under Section 6 to receive an amount equal to the excess, if any, of (i) the
Fair Market Value, as of the date such Stock Appreciation Right or portion
thereof is surrendered, of the shares of Stock covered by such right or such
portion thereof, over (ii) the aggregate exercise price of such right or such
portion thereof.

         "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5.

         "Subsidiary" means, with respect to any Person, all other Persons of
which such Person owns, directly or indirectly, a majority of the voting capital
stock or is a general partner or otherwise has the power to control, by
agreement or otherwise, the management and general business affairs of such
other Person.

Section 2. Administration.

         (a) The Plan shall be administered in accordance with the requirements
of Section 162(m) of the Code (but only to the extent necessary to maintain
qualification of awards under the Plan under Section 162(m) of the Code) and, to
the extent applicable, Rule 16b-3 under the Securities Exchange Act of 1934, as
amended ("Rule 16b-3"), by the Board or, at the Board's sole discretion, by the
Committee, which shall be appointed by the Board and which shall serve at the
pleasure of the Board.

         (b) Pursuant to the terms of the Plan, the Administrator shall have the
power and authority to grant to Eligible Recipients pursuant to the terms of the
Plan: (i) Stock Options, (ii) Stock Appreciation Rights or Limited Stock
Appreciation Rights, (iii) Restricted Stock, (iv) Performance Shares, (v)
Deferred Stock or (vi) any combination of the foregoing.

         (c) In particular, the Administrator shall have the authority:

         (1) to select those Eligible Recipients who shall be Participants;

         (2) to determine whether and to what extent Stock Options, Stock
Appreciation Rights, Limited Stock Appreciation Rights, Restricted Stock,
Deferred Stock, Performance Shares or a combination of the foregoing, are to be
granted hereunder to Participants, and whether such awards shall relate to
shares of Class A Common Stock or shares of Class B Common Stock, or both;

         (3) to determine the number of shares of Stock to be covered by each
such award granted hereunder;

         (4) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but not limited
to, (A) the restrictions applicable to Restricted Stock or Deferred Stock awards
and the conditions under which restrictions applicable to such Restricted Stock
or Deferred Stock shall lapse, and (B) the performance goals and periods
applicable to the award of Performance Shares); and



                                      -3-
<PAGE>

         (5) to determine the terms and conditions, not inconsistent with the
terms of the Plan, which shall govern all written instruments evidencing the
Stock Options, Stock Appreciation Rights, Limited Stock Appreciation Rights,
Restricted Stock, Deferred Stock, Performance Shares or any combination of the
foregoing granted hereunder to Participants.

         (d) The Administrator shall have the authority, in its discretion, to
adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall from time to time deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the Plan (and
any agreements relating thereto); and to otherwise supervise the administration
of the Plan. Except as otherwise provided in Section 3, the Administrator may
not amend the terms of any grant once made to an Eligible Participant without
the written consent of such Eligible Participant.

         (e) All decisions made by the Administrator pursuant to the provisions
of the Plan shall be final, conclusive and binding on all persons, including the
Company and the Participants.

Section 3. Stock Subject to Plan.

         (a) The total number of shares of Class A Common Stock reserved and
available for issuance under the Plan shall be 2,131 shares, and the total
number of shares of Class B Common Stock reserved and available for issuance
under the Plan shall be 43,122 shares. Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares. The aggregate number
of shares of Stock as to which Stock Options, Stock Appreciation Rights,
Restricted Stock and Performance Shares may be granted to any individual during
any calendar year may not, subject to adjustment as provided in this Section 3,
exceed 80% of the shares of Stock reserved for the purposes of the Plan in
accordance with the provisions of this Section 3.

         (b) Consistent with the provisions of Section 162(m) of the Code, as
from time to time applicable, to the extent that (i) a Stock Option expires or
is otherwise terminated without being exercised, or (ii) any shares of Stock
subject to any Restricted Stock, Deferred Stock or Performance Share award
granted hereunder are forfeited, such shares shall again be available for
issuance in connection with future awards under the Plan. If any shares of Stock
have been pledged as collateral for indebtedness incurred by a Participant in
connection with the exercise of a Stock Option and such shares are returned to
the Company in satisfaction of such indebtedness, such shares shall again be
available for issuance in connection with future awards under the Plan.

         (c) In the event of any merger, reorganization, consolidation,
recapitalization, a sale of substantially all of the assets of the Company or
other change in corporate structure by reason of any stock dividend, stock
split, reverse stock split or other change affecting the Stock (including any
change in circumstances which results in or would result in any substantial
dilution or enlargement of the rights granted to, or available for, Participants
in the Plan), an equitable substitution or proportionate adjustment shall be
made in (i) the aggregate number of shares reserved for issuance under the Plan,
(ii) the kind, number and option price of shares subject to outstanding Stock
Options granted under the Plan, and (iii) the kind, number and



                                      -4-
<PAGE>

purchase price of shares issuable pursuant to awards of Restricted Stock,
Deferred Stock and Performance Shares, in each case as may be determined by the
Administrator, in good faith. Such other substitutions or adjustments shall be
made as may be determined by the Administrator, in its sole discretion. An
adjusted option price shall also be used to determine the amount payable by the
Company upon the exercise of any Stock Appreciation Right or Limited Stock
Appreciation Right related to any Stock Option. Anything herein to the contrary
notwithstanding, in connection with any event described in this paragraph, the
Administrator may provide, in its good faith discretion, for the cancellation of
any outstanding awards without the consent of Participants and payment of an
equitable amount in cash or securities therefor.

Section 4. Eligibility.

         Officers, directors and employees of the Company or any Subsidiary, and
consultants and advisors to the Company or any Subsidiary, who are responsible
for or are in a position to contribute to the management, growth and/or
profitability of the business of the Company shall be eligible to be granted
Stock Options, Stock Appreciation Rights, Limited Stock Appreciation Rights,
Restricted Stock awards, Deferred Stock awards or Performance Shares hereunder.
The Participants under the Plan shall be selected from time to time by the
Administrator, in its sole discretion, from among the Eligible Recipients
recommended by the senior management of the Company, and the Administrator shall
determine, in its sole discretion, the number of shares of Stock covered by each
award, and whether such award shall relate to shares of Class A Common Stock or
shares of Class B Common Stock, or both.

Section 5. Stock Options.

         (a) Stock Options may be granted alone or in addition to other awards
granted under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Administrator may from time to time approve, and the provisions of
Stock Option awards need not be the same with respect to each optionee.
Recipients of Stock Options shall enter into a subscription and/or award
agreement with the Company, in such form as the Administrator shall determine,
which agreement shall set forth, among other things, the exercise price of the
option, the term of the option and provisions regarding exercisability of the
option granted thereunder.

         (b) The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. The Administrator
shall have the authority to grant any officer or employee of the Company
(including directors who are also officers of the Company) Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Stock Appreciation Rights or Limited Stock Appreciation
Rights). Directors who are not officers of the Company, consultants and advisors
may only be granted Non-Qualified Stock Options (with or without Stock
Appreciation Rights or Limited Stock Appreciation Rights). To the extent that
any Stock Option does not qualify as an Incentive Stock Option, it shall
constitute a separate Non-Qualified Stock Option. More than one option may be
granted to the same optionee and be outstanding concurrently hereunder.

         (c) Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable:



                                      -5-
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         (1) Option Price. The option price per share of Stock purchasable under
a Stock Option shall be determined by the Administrator in its sole discretion
at the time of grant but shall not, in the case of Incentive Stock Options, be
less than 100% of the Fair Market Value of the Stock on such date and shall not,
in any event, be less than the par value (if any) of the Stock. If an employee
owns or is deemed to own (by reason of the attribution rules applicable under
Section 424(d) of the Code) more than 10% of the combined voting power of all
classes of stock of the Company or any Subsidiary or Parent Corporation and an
Incentive Stock Option is granted to such employee, the option price of such
Incentive Stock Option (to the extent required by the Code at the time of grant)
shall be no less than 110% of the Fair Market Value of the Stock on the date
such Incentive Stock Option is granted.

         (2) Option Term. The term of each Stock Option shall be fixed by the
Administrator, but no Stock Option shall be exercisable more than ten years
after the date such Stock Option is granted; provided, however, that if an
employee owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Parent Corporation and an Incentive Stock Option is
granted to such employee, the term of such Incentive Stock Option (to the extent
required by the Code at the time of grant) shall be no more than five years from
the date of grant.

         (3) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Administrator at grant. The Administrator may provide at the time of grant, in
its discretion, that any Stock Option shall be exercisable only in installments,
and the Administrator may waive such installment exercise provisions at any time
in whole or in part based on such factors as the Administrator may determine, in
its sole discretion, including but not limited to in connection with any "change
in control" of the Company, as defined in any stock option agreement.

         (4) Method of Exercise. Subject to Section 5(c)(3) above, Stock Options
may be exercised in whole or in part at any time during the option period, by
giving written notice of exercise to the Company specifying the number of shares
to be purchased, accompanied by payment in full of the purchase price in cash or
its equivalent, as determined by the Administrator. As determined by the
Administrator, in its sole discretion, payment in whole or in part may also be
made (i) by means of any cashless exercise procedure approved by the
Administrator, (ii) in the form of unrestricted Stock already owned by the
optionee or (iii) in the case of the exercise of a Non-Qualified Stock Option,
in the form of Restricted Stock or Performance Shares subject to an award
hereunder (based, in each case, on the Fair Market Value of the Stock on the
date the option is exercised); provided, however, that in the case of an
Incentive Stock Option, the right to make payment in the form of already owned
shares may be authorized only at the time of grant. If payment of the option
exercise price of a Non-Qualified Stock Option is made in whole or in part in
the form of Restricted Stock or Performance Shares, the shares received upon the
exercise of such Stock Option shall be restricted in accordance with the
original terms of the Restricted Stock or Performance Share award in question,
except that the Administrator may direct that such restrictions shall apply only
to that number of shares equal to the number of shares surrendered upon the
exercise of such option. An optionee shall generally have the rights to
dividends and any other rights of a stockholder with respect to the Stock
subject to the Stock Option only after the optionee has given written notice of
exercise, has



                                      -6-
<PAGE>

paid in full for such shares, and, if requested, has given the representation
described in paragraph (a) of Section 10.

         (5) Surrender of Options. The Administrator may require the surrender
of all or a portion of any Stock Option granted under the Plan as a condition
precedent to the grant of a new Stock Option. Subject to the provisions of the
Plan, such new Stock Option shall be exercisable at the price, during such
period and on such other terms and conditions as are specified by the
Administrator at the time the new Stock Option is granted. Consistent with the
provisions of Section 162(m), to the extent applicable, upon their surrender,
Stock Options shall be canceled and the shares previously subject to such
canceled Stock Options shall again be available for grants of Stock Options and
other awards hereunder.

         (6) Loans. The Company may make loans available to Stock Option holders
in connection with the exercise of outstanding options granted under the Plan,
as the Administrator, in its discretion, may determine. Such loans shall (i) be
evidenced by promissory notes entered into by the Stock Option holders in favor
of the Company, (ii) be subject to the terms and conditions set forth in this
Section 5(c)(6) and such other terms and conditions, not inconsistent with the
Plan, as the Administrator shall determine, (iii) bear interest, if any, at such
rate as the Administrator shall determine, and (iv) be subject to Board approval
(or to approval by the Administrator to the extent the Board may delegate such
authority). In no event may the principal amount of any such loan exceed the sum
of (x) the exercise price less the par value (if any) of the shares of Stock
covered by the option, or portion thereof, exercised by the holder, and (y) any
federal, state, and local income tax attributable to such exercise. The initial
term of the loan, the schedule of payments of principal and interest under the
loan, the extent to which the loan is to be with or without recourse against the
holder with respect to principal or interest and the conditions upon which the
loan will become payable in the event of the holder's termination of employment
shall be determined by the Administrator. Unless the Administrator determines
otherwise, when a loan is made, shares of Stock having a Fair Market Value at
least equal to the principal amount of the loan shall be pledged by the holder
to the Company as security for payment of the unpaid balance of the loan, and
such pledge shall be evidenced by a pledge agreement, the terms of which shall
be determined by the Administrator, in its discretion; provided, however, that
each loan shall comply with all applicable laws, regulations and rules of the
Board of Governors of the Federal Reserve System and any other governmental
agency having jurisdiction.

         (7) Non-Transferability of Options. Except under the laws of descent
and distribution, unless otherwise determined by the Administrator, the optionee
shall not be permitted to sell, transfer, pledge or assign any Stock Option, and
all Stock Options shall be exercisable, during the optionee's lifetime, only by
the optionee; provided, however, that the optionee shall be permitted to
transfer one or more Stock Options to a trust controlled by the optionee during
the optionee's lifetime for estate planning purposes.

         (8) Termination of Employment or Service. If an optionee's employment
with or service as a director, consultant or advisor to the Company terminates
by reason of death, Disability or for any other reason, the Stock Option may
thereafter be exercised to the extent provided in the applicable subscription or
award agreement, or as otherwise determined by the Administrator.



                                      -7-
<PAGE>

         (9) Annual Limit on Incentive Stock Options. To the extent that the
aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of shares of Stock with respect to which Incentive Stock
Options granted to an Optionee under this Plan and all other option plans of the
Company or its Parent Corporation or any Subsidiary become exercisable for the
first time by the Optionee during any calendar year exceeds $100,000, such Stock
Options shall be treated as Non-Qualified Stock Options.

Section 6. Stock Appreciation Rights and Limited Stock Appreciation Rights.

         (a) Grant and Exercise.

         (1) Stock Appreciation Rights and Limited Stock Appreciation Rights may
be granted either alone ("Free Standing Rights") or in conjunction with all or
part of any Stock Option granted under the Plan ("Related Rights"). In the case
of a Non-Qualified Stock Option, Related Rights may be granted either at or
after the time of the grant of such Stock Option. In the case of an Incentive
Stock Option, Related Rights may be granted only at the time of the grant of the
Incentive Stock Option.

         (2) A Related Right, or applicable portion thereof, granted in
conjunction with a given Stock Option shall terminate and no longer be
exercisable upon the termination or exercise of the related Stock Option, except
that, unless otherwise provided by the Administrator at the time of grant, a
Related Right granted with respect to less than the full number of shares
covered by a related Stock Option shall only be reduced if and to the extent
that the number of shares covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Related Right.

         (3) A Related Right may be exercised by an optionee, in accordance with
paragraph (b) of this Section 6, by surrendering the applicable portion of the
related Stock Option. Upon such exercise and surrender, the optionee shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(b) of this Section 6. Stock Options which have been so surrendered, in whole or
in part, shall no longer be exercisable to the extent the Related Rights have
been so exercised.

         (b) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Administrator, including the
following:

         (1) Stock Appreciation Rights that are Related Rights ("Related Stock
Appreciation Rights") shall be exercisable only at such time or times and to the
extent that the Stock Options to which they relate shall be exercisable in
accordance with the provisions of Section 5 and this Section 6 of the Plan;
provided, however, that no Related Stock Appreciation Right shall be exercisable
during the first six months of its term, except that this additional limitation
shall not apply in the event of death or Disability of the optionee prior to the
expiration of such six-month period.

         (2) Upon the exercise of a Related Stock Appreciation Right, an
optionee shall be entitled to receive up to, but not more than, an amount in
cash or that number of shares of Stock (or in some combination of cash and
shares of Stock) equal in value to the



                                      -8-
<PAGE>

excess of the Fair Market Value of one share of Stock as of the date of exercise
over the option price per share specified in the related Stock Option multiplied
by the number of shares of Stock in respect of which the Related Stock
Appreciation Right is being exercised, with the Administrator having the right
to determine the form of payment.

         (3) Related Stock Appreciation Rights shall be transferable only when
and to the extent that the underlying Stock Option would be transferable under
paragraph (c)(7) of Section 5 of the Plan.

         (4) Upon the exercise of a Related Stock Appreciation Right, the Stock
Option or part thereof to which such Related Stock Appreciation Right is related
shall be deemed to have been exercised for the purpose of the limitation set
forth in Section 3 of the Plan on the number of shares of Stock to be issued
under the Plan, but only to the extent of the number of shares issued under the
Related Stock Appreciation Right.

         (5) A Related Stock Appreciation Right granted in connection with an
Incentive Stock Option may be exercised only if and when the Fair Market Value
of the Stock subject to the Incentive Stock Option exceeds the exercise price of
such Stock Option.

         (6) Stock Appreciation Rights that are Free Standing Rights ("Free
Standing Stock Appreciation Rights") shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined by the
Administrator at or after grant; provided, however, that no Free Standing Stock
Appreciation Right shall be exercisable during the first six months of its term,
except that this limitation shall not apply in the event of death or Disability
of the recipient of the Free Standing Stock Appreciation Right prior to the
expiration of such six-month period.

         (7) The term of each Free Standing Stock Appreciation Right shall be
fixed by the Administrator, but no Free Standing Stock Appreciation Right shall
be exercisable more than ten years after the date such right is granted.

         (8) Upon the exercise of a Free Standing Stock Appreciation Right, a
recipient shall be entitled to receive up to, but not more than, an amount in
cash or that number of shares of Stock (or any combination of cash or shares of
Stock) equal in value to the excess of the Fair Market Value of one share of
Stock as of the date of exercise over the price per share specified in the Free
Standing Stock Appreciation Right (which price shall be no less than 100% of the
Fair Market Value of the Stock on the date of grant) multiplied by the number of
shares of Stock in respect of which the right is being exercised, with the
Administrator having the right to determine the form of payment.

         (9) Free Standing Stock Appreciation Rights shall be transferable only
when and to the extent that a Stock Option would be transferable under paragraph
(c)(7) of Section 5 of the Plan.

         (10) In the event of the termination of employment or service of a
Participant who has been granted one or more Free Standing Stock Appreciation
Rights, such rights shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Administrator at or
after grant.



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<PAGE>

         (11) Limited Stock Appreciation Rights may only be exercised within the
30-day period following a "Change in Control" (as defined by the Administrator
in the agreement evidencing such Limited Stock Appreciation Right) and, with
respect to Limited Stock Appreciation Rights that are Related Rights ("Related
Limited Stock Appreciation Rights"), only to the extent that the Stock Options
to which they relate shall be exercisable in accordance with the provisions of
Section 5 and this Section 6 of the Plan.

         (12) Upon the exercise of a Limited Stock Appreciation Right, the
recipient shall be entitled to receive an amount in cash equal in value to the
excess of the "Change in Control Price" (as defined in the agreement evidencing
such Limited Stock Appreciation Right) of one share of Stock as of the date of
exercise over (i) the option price per share specified in the related Stock
Option, or (ii) in the case of a Limited Stock Appreciation Right which is a
Free Standing Stock Appreciation Right, the price per share specified in the
Free Standing Stock Appreciation Right, such excess to be multiplied by the
number of shares in respect of which the Limited Stock Appreciation Right shall
have been exercised.

Section 7. Restricted Stock, Deferred Stock and Performance Shares.

         (a) General. Restricted Stock, Deferred Stock or Performance Share
awards may be issued either alone or in addition to other awards granted under
the Plan. The Administrator shall determine the Eligible Recipients to whom, and
the time or times at which, grants of Restricted Stock, Deferred Stock or
Performance Share awards shall be made; the number of shares to be awarded; the
price, if any, to be paid by the recipient of Restricted Stock, Deferred Stock
or Performance Share awards; the Restricted Period (as defined in paragraph (c)
of this Section 7) applicable to Restricted Stock or Deferred Stock awards
(which may include income, earnings per share, cash flow, shareholder return or
such other relevant financial measures as the Administrator, in its discretion,
shall deem appropriate); the performance objectives applicable to Performance
Share or Deferred Stock awards; the date or dates on which restrictions
applicable to such Restricted Stock or Deferred Stock awards shall lapse during
such Restricted Period; and all other conditions of the Restricted Stock,
Deferred Stock and Performance Share awards. Subject to the requirements of
Section 162(m) of the Code, as applicable, the Administrator may also condition
the grant of Restricted Stock, Deferred Stock awards or Performance Shares upon
the exercise of Stock Options, or upon such other criteria as the Administrator
may determine, in its sole discretion. The provisions of Restricted Stock,
Deferred Stock or Performance Share awards need not be the same with respect to
each recipient. In the discretion of the Administrator, loans may be made to
Participants in connection with the purchase of Restricted Stock under
substantially the same terms and conditions as provided in Section 5(c)(6) with
respect to the exercise of Stock Options.

         (b) Awards and Certificates. The prospective recipient of a Restricted
Stock, Deferred Stock or Performance Share award shall not have any rights with
respect to such award, unless and until such recipient has executed an agreement
evidencing the award (a "Restricted Stock Award Agreement," "Deferred Stock
Award Agreement" or "Performance Share Award Agreement," as appropriate) and
delivered a fully executed copy thereof to the Company, within a period of sixty
days (or such other period as the Administrator may specify) after the award
date. Except as otherwise provided below in this Section 7(b), (i) each
Participant who is awarded Restricted Stock or Performance Shares shall be
issued a stock certificate in respect of



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<PAGE>

such shares of Restricted Stock or Performance Shares; and (ii) such certificate
shall be registered in the name of the Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such award. The Company may require that the stock certificates
evidencing Restricted Stock or Performance Share awards hereunder be held in the
custody of the Company until the restrictions thereon shall have lapsed, and
that, as a condition of any Restricted Stock award or Performance Share award,
the Participant shall have delivered a stock power, endorsed in blank, relating
to the Stock covered by such award. With respect to Deferred Stock awards, at
the expiration of the Restricted Period, stock certificates in respect of such
shares of Deferred Stock shall be delivered to the participant, or his legal
representative, in a number equal to the number of shares of Stock covered by
the Deferred Stock award.

         (c) Restrictions and Conditions. The Restricted Stock, Deferred Stock
and Performance Share awards granted pursuant to this Section 7 shall be subject
to the following restrictions and conditions:

         (1) Subject to the provisions of the Plan, any stockholders agreement,
and the Restricted Stock Award Agreement, Deferred Stock Award Agreement or
Performance Share Award Agreement, as appropriate, governing such award, during
such period as may be set by the Administrator commencing on the grant date (the
"Restricted Period"), the Participant shall not be permitted to sell, transfer,
pledge or assign shares of Restricted Stock, Performance Shares or Deferred
Stock awarded under the Plan; provided, however, that the Administrator may, in
its sole discretion, provide for the lapse of such restrictions (other than
those pursuant to any stockholders agreement) in installments and may accelerate
or waive such restrictions in whole or in part based on such factors and such
circumstances as the Administrator may determine, in its sole discretion,
including, but not limited to, the attainment of certain performance related
goals, the Participant's termination of employment or service, death or
Disability or the occurrence of a "Change in Control" as defined in the
agreement evidencing such award.

         (2) Except as provided in paragraph (c)(1) of this Section 7, the
Participant shall generally have, with respect to the shares of Restricted Stock
or Performance Shares, all of the rights of a stockholder with respect to such
stock during the Restricted Period. The Participant shall generally not have the
rights of a stockholder with respect to stock subject to Deferred Stock awards
during the Restricted Period; provided, however, that dividends declared during
the Restricted Period with respect to the number of shares covered by a Deferred
Stock award shall be paid to the Participant. Certificates for shares of
unrestricted Stock shall be delivered to the Participant promptly after, and
only after, the Restricted Period shall expire without forfeiture in respect of
such shares of Restricted Stock, Performance Shares or Deferred Stock, except as
the Administrator, in its sole discretion, shall otherwise determine.

         (3) The rights of holders of Restricted Stock, Deferred Stock and
Performance Share awards upon termination of employment or service for any
reason during the Restricted Period shall be set forth in the Restricted Stock
Award Agreement, Deferred Stock Award Agreement or Performance Share Award
Agreement, as appropriate, governing such awards.



                                      -11-
<PAGE>

Section 8. Amendment and Termination.

         (a) The Board may amend, alter or discontinue the Plan. Except as
provided in Section 3 or in any agreement relating to an award hereunder, no
amendment, alteration, or discontinuation of this Plan shall be made that would
impair the rights and benefits of a Participant under any award theretofore
granted without such Participant's consent, or that, without the approval of the
stockholders (as described below), would:

         (1) except as provided in Section 3, increase the total number of
shares of Stock reserved for the purpose of the Plan;

         (2) change the class of directors, officers, employees, consultants and
advisors eligible to participate in the Plan; or

         (3) extend the maximum option period under paragraph (c)(2) of Section
5 of the Plan.

         (b) Notwithstanding the foregoing, stockholder approval under this
Section 8 shall only be required at such time and under such circumstances as
stockholder approval would be required under Section 162(m) of the Code or other
applicable law, rule or regulation with respect to any material amendment to any
employee benefit plan of the Company.

         (c) The Administrator may amend the terms of any award theretofore
granted, prospectively or retroactively, but, subject to Section 3 above, no
such amendment shall impair the rights and benefits of any holder without his or
her consent.

Section 9. Unfunded Status of Plan.

         The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a Participant by the
Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company.

Section 10. General Provisions.

         (a) The Administrator may require each person purchasing shares
pursuant to a Stock Option to represent to and agree with the Company in writing
that such person is acquiring the shares without a view to distribution thereof.
The Administrator may require each person acquiring shares pursuant to the Plan
to become a party to any stockholders agreement with respect to the Company or
any Parent Corporation. The certificates for such shares may include any legend
which the Administrator deems appropriate to reflect any restrictions on
transfer.

         (b) All certificates for shares of Stock delivered under the Plan shall
be subject to such stock-transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable federal



                                      -12-
<PAGE>

or state securities law, and the Administrator may cause a legend or legends to
be placed on any such certificates to make appropriate reference to such
restrictions.

         (c) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval,
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan shall
not confer upon any officer, director, employee, consultant or advisor of the
Company any right to continued employment or service with the Company, as the
case may be, nor shall it interfere in any way with the right of the Company to
terminate the employment or service of any of its officers, directors,
employees, consultants or advisors at any time.

         (d) Each Participant shall, no later than the date as of which the
value of an award first becomes includible in the gross income of the
Participant for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Administrator regarding payment of, any
federal, state, or local taxes of any kind required by law to be withheld with
respect to the award. The obligations of the Company under the Plan shall be
conditional on the making of such payments or arrangements, and the Company
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the Participant.

         (e) No member of the Board or the Administrator, nor any officer or
employee of the Company acting on behalf of the Board or the Administrator,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board or the Administrator and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.

Section 11. Term of Plan.

         No Stock Option, Stock Appreciation Right, Limited Stock Appreciation
Right, Restricted Stock, Deferred Stock or Performance Share award shall be
granted pursuant to the Plan on or after the tenth anniversary of the Effective
Date, but awards theretofore granted may extend beyond that date.



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</TEXT>
</DOCUMENT>
