EDGE PETROLEUM CORP
INCENTIVE PLAN, AS AMENDED
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>8
<FILENAME>h03369exv10w8.txt
<DESCRIPTION>INCENTIVE PLAN, AS AMENDED
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.8


                                INCENTIVE PLAN OF
                           EDGE PETROLEUM CORPORATION

           (AS AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 20, 2003)

         1. Plan. This Incentive Plan of Edge Petroleum Corporation (the "Plan")
was adopted by Edge Petroleum Corporation to reward certain corporate officers
and key employees of Edge Petroleum Corporation and certain independent
consultants by enabling them to acquire shares of common stock of Edge Petroleum
Corporation.

         2. Objectives. This Plan is designed to attract and retain key
employees of the Company and its Subsidiaries (as hereinafter defined), to
attract and retain qualified directors of the Company, to attract and retain
consultants and other independent contractors, to encourage the sense of
proprietorship of such employees, directors and independent contractors and to
stimulate the active interest of such persons in the development and financial
success of the Company and its Subsidiaries. These objectives are to be
accomplished by making Awards (as hereinafter defined) under this Plan and
thereby providing Participants (as hereinafter defined) with a proprietary
interest in the growth and performance of the Company and its Subsidiaries.

         3. Definitions. As used herein, the terms set forth below shall have
the following respective meanings:

            "Annual Director Award Date" means, for each year beginning on or
after the IPO Closing Date, the first business day of the month next succeeding
the date upon which the annual meeting of stockholders of the Company is held in
such year.

            "Authorized Officer" means the Chairman of the Board or the Chief
Executive Officer of the Company (or any other senior officer of the Company to
whom either of them shall delegate the authority to execute any Award
Agreement).

            "Award" means an Employee Award, a Director Award or an Independent
Contractor Award.

            "Award Agreement" means any Employee Award Agreement, Director Award
Agreement or Independent Contractor Award Agreement.

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

            "Cash Award" means an award denominated in cash.

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

            "Committee" means the Compensation Committee of the Board or such
other committee of the Board as is designated by the Board to administer the
Plan.


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<PAGE>


            "Common Stock" means the Common Stock, par value $.01 per share, of
the Company.

            "Company" means Edge Petroleum Corporation, a Delaware corporation.

            "Director" means an individual serving as a member of the Board.

            "Director Award" means the grant of a Director Option or a Director
Stock Award.

            "Director Award Agreement" means a written agreement between the
Company and a Participant who is a Nonemployee Director setting forth the terms,
conditions and limitations applicable to a Director Award.

            "Director Stock Award" means a Stock Award granted to a Non-employee
Director pursuant to the applicable terms, conditions and limitations specified
in paragraph 9(b) hereof.

            "Disability" means, with respect to a Non-employee Director, the
inability to perform the duties of a Director for a continuous period of more
than three months by reason of any medically determinable physical or mental
impairment.

            "Dividend Equivalents" means, with respect to shares of Restricted
Stock that are to be issued at the end of the Restriction Period, an amount
equal to all dividends and other distributions (or the economic equivalent
thereof) that are payable to stockholders of record during the Restriction
Period on a like number of shares of Common Stock.

            "Employee" means an employee of the Company or any of its
Subsidiaries and an individual who has agreed to become an Employee of the
Company or any of its Subsidiaries and actually becomes such an Employee within
the following six months.

            "Employee Award" means the grant of any Option, SAR, Stock Award,
Cash Award or Performance Award, whether granted singly, in combination or in
tandem, to a Participant who is an Employee pursuant to such applicable terms,
conditions and limitations as the Committee may establish in order to fulfill
the objectives of the Plan.

            "Employee Award Agreement" means a written agreement between the
Company and a Participant who is an Employee setting forth the terms, conditions
and limitations applicable to an Employee Award.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

            "Fair Market Value" of a share of Common Stock means, as of a
particular date, (i) if shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales price per
share of Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are
listed on that date, or, if there shall have been no such sale so reported on
that date, on


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<PAGE>

the last preceding date on which such a sale was so reported, (ii) if shares of
Common Stock are not so listed but are quoted on the Nasdaq National Market, the
mean between the highest and lowest sales price per share of Common Stock
reported by the Nasdaq National Market on that date, or, if there shall have
been no such sale so reported on that date, on the last pre-ceding date on which
such a sale was so reported, (iii) if the Common Stock is not so listed or
quoted, the mean between the closing bid and asked price on that date, or, if
there are no quotations available for such date, on the last preceding date on
which such quotations shall be available, as reported by the Nasdaq Stock
Market, or, if not reported by the Nasdaq Stock Market, by the National
Quotation Bureau Incorporated or (iv) if shares of Common Stock are not publicly
traded, the most recent value determined by an independent appraiser appointed
by the Company for such purpose; provided that, notwithstanding the foregoing,
"Fair Market Value" in the case of any Award made in connection with the IPO,
means the price per share to the public of the Common Stock in the IPO, as set
forth in the final prospectus relating to the IPO.

            "Incentive Option" means an Option that is intended to comply with
the requirements set forth in Section 422 of the Code.

            "Independent Contractor" means a person providing services to the
Company or any of its Subsidiaries except an Employee or Non-employee Director.

            "Independent Contractor Award" means the grant of any Nonqualified
Stock Option, SAR, Stock Award, Cash Award or Performance Award, whether granted
singly, in combination or in tandem, to a Participant who is an Independent
Contractor pursuant to such applicable terms, conditions and limitations as the
Committee may establish in order to fulfill the objectives of the Plan.

            "Independent Contractor Award Agreement" means a written agreement
between the Company and a Participant who is an Independent Contractor setting
forth the terms, conditions and limitations applicable to an Independent
Contractor Award.

            "IPO" means the first time a registration statement filed under the
Securities Act of 1933 and respecting an underwritten primary offering by the
Company of shares of Common Stock is declared effective under that Act and the
shares registered by that registration statement are issued and sold by the
Company (otherwise than pursuant to the exercise of any over-allotment option).

            "IPO Closing Date" means the date on which the Company first
receives payment for the shares of Common Stock it sells in the IPO.

            "Non-employee Director" has the meaning set forth in paragraph 4(b)
hereof.

            "Nonqualified Stock Option" means an Option that is not an Incentive
Option.

            "Option" means a right to purchase a specified number of shares of
Common Stock at a specified price.

            "Participant" means an Employee, Director or Independent Contractor
to whom an Award has been made under this Plan.


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            "Performance Award" means an award made pursuant to this Plan to a
Participant who is an Employee or Independent Contractor who is subject to the
attainment of one or more Performance Goals.

            "Performance Goal" means a standard established by the Committee, to
determine in whole or in part whether a Performance Award shall be earned.

            "Restricted Stock" means any Common Stock that is restricted or
subject to forfeiture provisions.

            "Restriction Period" means a period of time beginning as of the date
upon which an Award of Restricted Stock is made pursuant to this Plan and ending
as of the date upon which the Common Stock subject to such Award is no longer
restricted or subject to forfeiture provisions.

            "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
any successor rule.

            "SAR" means a right to receive a payment, in cash or Common Stock,
equal to the excess of the Fair Market Value or other specified valuation of a
specified number of shares of Common Stock on the date the right is exercised
over a specified strike price, in each case, as determined by the Committee.

            "Stock Award" means an award in the form of shares of Common Stock
or units denominated in shares of Common Stock.

            "Subsidiary" means (i) in the case of a corporation, any corporation
of which the Company directly or indirectly owns shares representing more than
50% of the combined voting power of the shares of all classes or series of
capital stock of such corporation which have the right to vote generally on
matters submitted to a vote of the stockholders of such corporation and (ii) in
the case of a partnership or other business entity not organized as a
corporation, any such business entity of which the Company directly or
indirectly owns more than 50% of the voting, capital or profits interests
(whether in the form of partnership interests, membership interests or
otherwise).

         4. Eligibility.

         (a) Employees. Key Employees eligible for Employee Awards under this
     Plan are those who hold positions of responsibility and whose performance,
     in the judgment of the Committee, can have a significant effect on the
     success of the Company and its Subsidiaries, including those individuals
     who are expected to become Employees within six months.

         (b) Directors. Directors eligible for Director Awards under this Plan
     are those who are not employees of the Company or any of its Subsidiaries
     ("Non-employee Directors").


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<PAGE>

         (c) Independent Contractors. Independent Contractors eligible for
     Independent Contractor Awards under this Plan are those Independent
     Contractors providing services to, or who will provide services to, the
     Company or any of its Subsidiaries.

         5. Common Stock Available for Awards. Subject to the provisions of
paragraph 15 hereof, there shall be available for Awards under this Plan granted
wholly or partly in Common Stock (including rights or options that may be
exercised for or settled in Common Stock) an aggregate of 1,200,000 shares of
Common Stock, all of which shall be available for Incentive Options. The number
of shares of Common Stock that are the subject of Awards under this Plan, that
are forfeited or terminated, expire unexercised, are settled in cash in lieu of
Common Stock or in a manner such that all or some of the shares covered by an
Award are not issued to a Participant or are exchanged for Awards that do not
involve Common Stock, shall again immediately become available for Awards
hereunder. The Committee may from time to time adopt and observe such procedures
concerning the counting of shares against the Plan maximum as it may deem
appropriate. The Board and the appropriate officers of the Company shall from
time to time take whatever actions are necessary to file any required documents
with governmental authorities, stock exchanges and transaction reporting systems
to ensure that shares of Common Stock are available for issuance pursuant to
Awards.

         6. Administration.

         (a) This Plan, as it applies to Participants who are Employees or
     Independent Contractors but not with respect to Participants who are
     Non-employee Directors, shall be administered by the Committee. To the
     extent required in order for Employee Awards to be exempt from Section 16
     of the Exchange Act by virtue of the provisions of Rule 16b-3, the
     Committee shall consist of at least two members of the Board who meet the
     requirements of the definition of "non-employee director" set forth in Rule
     16b-3(b)(3)(i) promulgated under the Exchange Act.

         (b) Subject to the provisions hereof, insofar as this Plan relates to
     the Employee Awards or Independent Contractor Awards, the Committee shall
     have full and exclusive power and authority to administer this Plan and to
     take all actions that are specifically contemplated hereby or are necessary
     or appropriate in connection with the administration hereof. Insofar as
     this Plan relates to Employee Awards or Independent Contractor Awards, the
     Committee shall also have full and exclusive power to interpret this Plan
     and to adopt such rules, regulations and guidelines for carrying out this
     Plan as it may deem necessary or proper, all of which powers shall be
     exercised in the best interests of the Company and in keeping with the
     objectives of this Plan. The Committee may, in its discretion, provide for
     the extension of the exercisability of an Employee Award or Independent
     Contractor Award, accelerate the vesting or exercisability of an Employee
     Award or Independent Contractor Award, eliminate or make less restrictive
     any restrictions contained in an Employee Award or Independent Contractor
     Award, waive any restriction or other provision of this Plan (insofar as
     such provision relates to Employee Awards or to Independent Contractor
     Awards) or an Employee Award or Independent Contractor Award or otherwise
     amend or modify an Employee Award or Independent Contractor Award in any
     manner that is either (i) not adverse to the


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<PAGE>

     Participant to whom such Employee Award or Independent Contractor Award
     was granted or (ii) consented to by such Participant. The Committee may
     make an award to an individual who it expects to become an Employee of the
     Company or any of its Subsidiaries within the next six months, with such
     award being subject to the individuals actually becoming an Employee within
     such time period, and subject to such other terms and conditions as may be
     established by the Committee. The Committee may correct any defect or
     supply any omission or reconcile any inconsistency in this Plan or in any
     Employee Award or Independent Contractor Award in the manner and to the
     extent the Committee deems necessary or desirable to further the Plan
     purposes. Any decision of the Committee in the interpretation and
     administration of this Plan shall lie within its sole and absolute
     discretion and shall be final, conclusive and binding on all parties
     concerned.

         (c) No member of the Committee or officer of the Company to whom the
     Committee has delegated authority in accordance with the provisions of
     paragraph 7 of this Plan shall be liable for anything done or omitted to be
     done by him or her, by any member of the Committee or by any officer of the
     Company in connection with the performance of any duties under this Plan,
     except for his or her own willful misconduct or as expressly provided by
     statute.

         7. Delegation of Authority. The Committee may delegate to the Chief
Executive Officer and to other senior officers of the Company its duties under
this Plan pursuant to such conditions or limitations as the Committee may
establish, except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect to, Participants
who are subject to Section 16 of the Exchange Act.

         8. Employee and Independent Contractor Awards.

         (a) The Committee shall determine the type or types of Employee Awards
     to be made under this Plan and shall designate from time to time the
     Employees who are to be the recipients of such Awards. Each Employee Award
     may be embodied in an Employee Award Agreement, which shall contain such
     terms, conditions and limitations as shall be determined by the Committee
     in its sole discretion and shall be signed by the Participant to whom the
     Employee Award is made and by an Authorized Officer for and on behalf of
     the Company. Employee Awards may consist of those listed in this paragraph
     8(a) hereof and may be granted singly, in combination or in tandem.
     Employee Awards may also be made in combination or in tandem with, in
     replacement of, or as alternatives to, grants or rights under this Plan or
     any other employee plan of the Company or any of its Subsidiaries,
     including the plan of any acquired entity. An Employee Award may provide
     for the grant or issuance of additional, replacement or alternative
     Employee Awards upon the occurrence of specified events, including the
     exercise of the original Employee Award granted to a Participant. All or
     part of an Employee Award may be subject to conditions established by the
     Committee, which may include, but are not limited to, continuous service
     with the Company and its Subsidiaries, achievement of specific business
     objectives, increases in specified indices, attainment of specified growth
     rates and other comparable measurements of performance. Upon the
     termination of employment by a Participant who is an Employee, any
     unexercised,


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<PAGE>

     deferred, unvested or unpaid Employee Awards shall be treated as set
     forth in the applicable Employee Award Agreement.

            (i)  Stock Option. An Employee Award may be in the form of an
         Option. An Option awarded pursuant to this Plan may consist of an
         Incentive Option or a Nonqualified Option. The price at which shares of
         Common Stock may be purchased upon the exercise of an Incentive Option
         shall be not less than the Fair Market Value of the Common Stock on the
         date of grant. The price at which shares of Common Stock may be
         purchased upon the exercise of a Nonqualified Option shall be not less
         than the Fair Market Value of the Common Stock on the date of grant.
         Subject to the foregoing provisions, the terms, conditions and
         limitations applicable to any Options awarded pursuant to this Plan,
         including the term of any Options and the date or dates upon which they
         become exercisable, shall be determined by the Committee. \

            (ii) Stock Appreciation Right. An Employee Award may be in the form
         of an SAR. The terms, conditions and limitations applicable to any SARs
         awarded pursuant to this Plan, including the term of any SARs and the
         date or dates upon which they become exercisable, shall be determined
         by the Committee.

           (iii) Stock Award. An Employee Award may be in the form of a Stock
         Award. The terms, conditions and limitations applicable to any Stock
         Awards granted pursuant to this Plan shall be determined by the
         Committee.

            (iv) Cash Award. An Employee Award may be in the form of a Cash
         Award. The terms, conditions and limitations applicable to any Cash
         Awards granted pursuant to this Plan shall be determined by the
         Committee.

            (v) Performance Award. Without limiting the type or number of
         Employee Awards that may be made under the other provisions of this
         Plan, an Employee Award may be in the form of a Performance Award. A
         Performance Award shall be paid, vested or otherwise deliverable solely
         on account of the attainment of one or more pre-established, objective
         Performance Goals established by the Committee prior to the earlier to
         occur of (x) 90 days after the commencement of the period of service to
         which the Performance Goal relates and (y) the lapse of 25% of the
         period of service (as scheduled in good faith at the time the goal is
         established), and in any event while the outcome is substantially
         uncertain. A Performance Goal is objective if a third party having
         knowledge of the relevant facts could determine whether the goal is
         met. Such a Performance Goal may be based on one or more business
         criteria that apply to the individual, one or more business units of
         the Company, or the Company as a whole, and may include one or more of
         the following: increased revenue, net income, stock price, market
         share, earnings per share, return on equity, return on assets or
         decrease in costs. Unless otherwise stated, such a Performance Goal
         need not be based upon an increase or positive result under a
         particular business criterion and could include, for example,
         maintaining the status quo or limiting economic losses


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<PAGE>

         (measured, in each case, by reference to specific business criteria).
         In interpreting Plan provisions applicable to Performance Goals and
         Performance Awards, it is the intent of the Plan to conform with the
         standards of Section 162(m) of the Code and Treasury
         Regulationss.1.16227(e)(2)(i), and the Committee in establishing such
         goals and interpreting the Plan shall be guided by such provisions.
         Prior to the payment of any compensation based on the achievement of
         Performance Goals, the Committee must certify in writing that
         applicable Performance Goals and any of the material terms thereof
         were, in fact, satisfied. Subject to the foregoing provisions, the
         terms, conditions and limitations applicable to any Performance Awards
         made pursuant to this Plan shall be determined by the Committee.

         (b) Notwithstanding anything to the contrary contained in this Plan,
     the following limitations shall apply to any Employee Awards made
     hereunder:

            (i)  no Participant may be granted, during any one-year period,
         Employee Awards consisting of Options or SARs that are exercisable for
         more than 135,000 shares of Common Stock;

            (ii) no Participant may be granted, during any one-year period,
         Stock Awards covering or relating to more than 135,000 shares of Common
         Stock (the limitation set forth in this clause (ii), together with the
         limitation set forth in clause (i) above, being hereinafter
         collectively referred to as the "Stock Based Awards Limitations"); and

           (iii) no Participant may be granted Employee Awards consisting of
         cash or in any other form permitted under this Plan (other than
         Employee Awards consisting of Options or SARs or otherwise consisting
         of shares of Common Stock or units denominated in such shares) in
         respect of any one-year period having a value determined on the date of
         grant in excess of $500,000.

         (c) The Committee shall have the sole responsibility and authority to
     determine the type or types of Independent Contractor Awards to be made
     under this Plan and may make any such Awards as could be made to an
     Employee, other than Incentive Options; provided that the limitations
     described in paragraph 8(b) shall be inapplicable to Independent Contractor
     Awards.

         9. Director Awards. Each Non-employee Director of the Company shall be
granted Director Awards in accordance with this paragraph 9 and subject to the
applicable terms, conditions and limitations set forth in this Plan and the
applicable Director Award Agreement. Notwithstanding anything to the contrary
contained herein, Director Awards shall not be made in any year in which a
sufficient number of shares of Common Stock are not available to make such
Awards under this Plan.


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<PAGE>

         (A) Director Options.

            (I)  On the IPO Closing Date, each Non-employee Director shall be
         automatically awarded a Director Option for the number of shares of
         Common Stock determined in the following table:


             Years of Service With the                Number of Shares
            Company or its Predecessors               Subject to Option
            ---------------------------               -----------------

                  4 years or greater                      8,000

                  3 to 4 years                            6,000

                  2 to 3 years                            4,000

                  2 years or less                         2,000

            (II) Each Non-employee Director who was first appointed or elected
         to the Board of Directors during the year ended December 31, 2002,
         shall be granted a Director Option that: (A) provides for the purchase
         of 5,000 Shares of Common Stock; (B) expires (notwithstanding any
         earlier termination of the status of the holder as a Non-employee
         Director) as set forth on Annex A hereto; (C) vests and becomes
         exercisable as set forth on Annex A; and (D) has a purchase price of
         each share of Common Stock subject to such Director Option as set forth
         on Annex A (which in any event is equal to or greater than the Fair
         Market Value as of February 20, 2003).

           (III) Effective beginning February 20, 2003, on the date of his or
         her first appointment or election to the Board of Directors, a
         Non-employee Director may, in the discretion of the Board of Directors,
         be granted a Director Option that provides for the purchase of up to
         5,000 shares of Common Stock.

            (IV) On each Annual Director Award Date, each Non-employee Director
         shall automatically be granted a Director Option that provides for the
         purchase of 3,000 shares of Common Stock.

            (V) Except as provided in or pursuant to (ii): (A) each Director
         Option shall have a term of ten years from the date of grant,
         notwithstanding any earlier termination of the status of the holder as
         a Non-employee Director; (B) the purchase price of each share of Common
         Stock subject to a Director Option shall be equal to the Fair Market
         Value of the Common Stock on the date of grant; and (C) all Director
         Options granted after July 27, 1999 shall vest and become exercisable
         on the second anniversary of the date of grant.

            (VI) All unvested Director Options shall be forfeited if the
         Non-employee Director resigns as a Director without the consent of a
         majority of the other Directors.


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<PAGE>

         Any Award of Director Options shall be embodied in a Director Award
Agreement, which shall contain the terms, conditions and limitations set forth
above and shall be signed by the Participant to whom the Director Options are
granted and by an Authorized Officer for and on behalf of the Company.

         (b) Director Stock Award. On each Annual Director Award Date after July
27, 1999, each Non-employee Director who was serving as such on the date
immediately preceding the most recent annual meeting of stockholders, shall
automatically be awarded a number of shares of Common Stock, in lieu of one-half
of the annual retainer to be paid to the Non-employee Director for the preceding
twelve months in cash; provided, however, that, in advance of the payment of any
such annual retainer, the Board, in its sole discretion may reduce the
percentage of such annual retainer that is to be paid in Common Stock or may
provide that no portion of such annual retainer shall be paid in Common Stock. A
number of shares of Common Stock (rounded up to the nearest whole number) having
a Fair Market Value equal to 50% (or such lesser percentage as is specified by
the Board) of the annual retainer otherwise to be paid to the Non-employee
Director for the preceding twelve months shall be awarded.

         10. Payment of Awards.

         (a) General. Payment of Employee Awards or Independent Contractor
     Awards may be made in the form of cash or Common Stock, or a combination
     thereof, and may include such restrictions as the Committee shall
     determine, including, in the case of Common Stock, restrictions on transfer
     and forfeiture provisions. If payment of an Employee Award or Independent
     Contractor Award is made in the form of Restricted Stock, the applicable
     Award Agreement relating to such shares shall specify whether they are to
     be issued at the beginning or end of the Restriction Period. In the event
     that shares of Restricted Stock are to be issued at the beginning of the
     Restriction Period, the certificates evidencing such shares (to the extent
     that such shares are so evidenced) shall contain appropriate legends and
     restrictions that describe the terms and conditions of the restrictions
     applicable thereto. In the event that shares of Restricted Stock are to be
     issued at the end of the Restricted Period, the right to receive such
     shares shall be evidenced by book entry registration or in such other
     manner as the Committee may determine.

         (b) Deferral. With the approval of the Committee, amounts payable in
     respect of Employee Awards or Independent Contractor Awards may be deferred
     and paid either in the form of installments or as a lump sum payment. The
     Committee may permit selected Participants to elect to defer payments of
     some or all types of Employee Awards or Independent Contractor Awards in
     accordance with procedures established by the Committee. Any deferred
     payment of an Employee Award or Independent Contractor Award, whether
     elected by the Participant or specified by the Award Agreement or by the
     Committee, may be forfeited if and to the extent that the Award Agreement
     so provides.

         (c) Dividends and Interest. Rights to dividends or Dividend Equivalents
     may be extended to and made part of any Employee Award or Independent
     Contractor Award


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<PAGE>

     consisting of shares of Common Stock or units denominated in shares of
     Common Stock, subject to such terms, conditions and restrictions as the
     Committee may establish. The Committee may also establish rules and
     procedures for the crediting of interest on deferred cash payments and
     Dividend Equivalents for Employee Awards or Independent Contractor Awards
     consisting of shares of Common Stock or units denominated in shares of
     Common Stock.

         (d) Substitution of Awards. At the discretion of the Committee, a
     Participant who is an Employee or Independent Contractor may be offered an
     election to substitute an Employee Award or Independent Contractor Award
     for another Employee Award or Independent Contractor Award or Employee
     Awards or Independent Contractor Awards of the same or different type.

         11. Stock Option Exercise. The price at which shares of Common Stock
may be purchased under an Option shall be paid in full at the time of exercise
in cash or, if elected by the optionee, the optionee may purchase such shares by
means of tendering Common Stock or surrendering another Award, including
Restricted Stock or Director Restricted Stock, valued at Fair Market Value on
the date of exercise, or any combination thereof. The Committee shall determine
acceptable methods for Participants who are Employees or Independent Contractors
to tender- Common Stock or other Employee Awards or Independent Contractor
Awards; provided that any Common Stock that is or was the subject of an Employee
Award or Independent Contractor Award may be so tendered only if it has been
held by the Participant for six months. The Committee may provide for procedures
to permit the exercise or purchase of such Awards by use of the proceeds to be
received from the sale of Common Stock issuable pursuant to an Employee Award or
Independent Contractor Award. Unless otherwise provided in the applicable Award
Agreement, in the event shares of Restricted Stock are tendered as consideration
for the exercise of an Option, a number of the shares issued upon the exercise
of the Option, equal to the number of shares of Restricted Stock or Director
Restricted Stock used as consideration therefore, shall be subject to the same
restrictions as the Restricted Stock or Director Restricted Stock so submitted
as well as any additional restrictions that may be imposed by the Committee.

         12. Taxes. The Company shall have the right to deduct applicable taxes
from any Employee Award payment and withhold, at the time of delivery or vesting
of cash or shares of Common Stock under this Plan, an appropriate amount of cash
or number of shares of Common Stock or a combination thereof for payment of
taxes required by law or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for withholding of such taxes.
The Committee may also permit withholding to be satisfied by the transfer to the
Company of shares of Common Stock theretofore owned by the holder of the
Employee Award with respect to which withholding is required. If shares of
Common Stock are used to satisfy tax withholding, such shares shall be valued
based on the Fair Market Value when the tax withholding is required to be made.
The Committee may provide for loans, on either a short term or demand basis,
from the Company to a Participant who is an Employee or Independent Contractor
to permit the payment of taxes required by law.

         13. Amendment, Modification, Suspension or Termination. The Board may
amend, modify, suspend or terminate this Plan for the purpose of meeting or
addressing any


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<PAGE>



changes in legal requirements or for any other purpose permitted
by law, except that (i) no amendment or alteration that would adversely affect
the rights of any Participant under any Award previously granted to such
Participant shall be made without the consent of such Participant and (ii) no
amendment or alteration shall be effective prior to its approval by the
stockholders of the Company to the extent such approval is then required
pursuant to Rule 16b-3 in order to preserve the applicability of any exemption
provided by such rule to any Award then outstanding (unless the holder of such
Award consents) or to the extent stockholder approval is otherwise required by
applicable legal requirements.

         14. Assignability. Unless otherwise determined by the Committee and
provided in the Award Agreement, no Award or any other benefit under this Plan
constituting a derivative security within the meaning of Rule 16a-1(c) under the
Exchange Act shall be assignable or otherwise transferable except by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. The Committee may prescribe and include
in applicable Award Agreements other restrictions on transfer. Any attempted
assignment of an Award or any other benefit under this Plan in violation of this
paragraph 14 shall be null and void.

         15. Adjustments.

         (a) The existence of outstanding Awards shall not affect in any manner
     the right or power of the Company or its stockholders to make or authorize
     any or all adjustments, recapitalizations, reorganizations or other changes
     in the capital stock of the Company or its business or any merger or
     consolidation of the Company, or any issue of bonds, debentures, preferred
     or prior preference stock (whether or not such issue is prior to, on a
     parity with or junior to the Common Stock) 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 of any
     kind, whether or not of a character similar to that of the acts or
     proceedings enumerated above.

         (b) In the event of any subdivision or consolidation of outstanding
     shares of Common Stock, declaration of a dividend payable in shares of
     Common Stock or other stock split, then, except with respect to the
     Existing Options, (i) the number of shares of Common Stock reserved under
     this Plan, (ii) the number of shares of Common Stock covered by outstanding
     Awards in the form of Common Stock or units denominated in Common Stock,
     (iii) the exercise or other price in respect of such Awards, (iv) the
     appropriate Fair Market Value and other price determinations for such
     Awards, (v) the number of shares of Common Stock covered by Director
     Options granted pursuant to paragraph 9(a) hereof and (vi) the Stock Based
     Awards Limitations shall each be proportionately adjusted by the Board to
     reflect such transaction. In the event of any other recapitalization or
     capital reorganization of the Company, any consolidation or merger of the
     Company with another corporation or entity, the adoption by the Company of
     any plan of exchange affecting the Common Stock or any distribution to
     holders of Common Stock of securities or property (other than normal cash
     dividends or dividends payable in Common Stock), the Board shall make
     appropriate adjustments to (i) the number of shares of Common Stock covered
     by Awards in the form of Common Stock or


                                       12

<PAGE>

     units denominated in Common Stock, (ii) the exercise or other price in
     respect of such Awards, (iii) the appropriate Fair Market Value and other
     price determinations for such Awards, (iv) the number of shares of Common
     Stock covered by Director Options granted pursuant to paragraph 9(a) hereof
     and (v) the Stock Based Awards Limitations to give effect to such
     transaction shall each be proportionately adjusted by the Board to reflect
     such transaction; provided that such adjustments shall only be such as are
     necessary to maintain the proportionate interest of the holders of the
     Awards and preserve, without exceeding, the value of such Awards. In the
     event of a corporate merger, consolidation, acquisition of property or
     stock, separation, reorganization or liquidation, the Board shall be
     authorized to issue or assume Awards by means of substitution of new
     Awards, as appropriate, for previously issued Awards or to assume
     previously issued Awards as part of such adjustment.

         (c) In the event of a corporate merger, consolidation, acquisition of
     property or stock, separation, reorganization or liquidation, the Board may
     make such adjustments to outstanding Awards or other provisions for the
     disposition of outstanding Awards as it deems equitable, and shall be
     authorized, in its discretion, (i) to provide for the substitution of a new
     Award or other arrangement (which, if applicable, may be exercisable for
     such property or stock as the Board determines) for an outstanding Award or
     the assumption of an outstanding Award, regardless of whether in a
     transaction to which Section 424(a) of the Code applies, (ii) to provide,
     prior to the transaction, for the acceleration of the vesting and
     exercisability of, or lapse of restrictions with respect to, the
     outstanding Award and, if the transaction is a cash merger, to provide for
     the termination of any portion of the Award that remains unexercised at the
     time of such transaction or (iii) to provide for the acceleration of the
     vesting and exercisability of an outstanding Award and the cancellation
     thereof in exchange for such payment as shall be mutually agreeable to the
     Participant and the Board.

         16. Restrictions. No Common Stock or other form of payment shall be
issued with respect to any Award unless the Company shall be satisfied based on
the advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. It is the intent of the Company
that grants of Awards under this Plan comply with Rule 16b-3 with respect to
persons subject to Section 16 of the Exchange Act unless otherwise provided
herein or in an Award Agreement, that any ambiguities or inconsistencies in the
construction of such an Award or this Plan be interpreted to give effect to such
intention. Certificates evidencing shares of Common Stock delivered under this
Plan (to the extent that such shares are so evidenced) may be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and
Exchange Commission, any securities exchange or transaction reporting system
upon which the Common Stock is then listed or to which it is admitted for
quotation and any applicable federal or state securities law. The Committee may
cause a legend or legends to be placed upon such certificates (if any) to make
appropriate reference to such restrictions.

         17. Unfunded Plan. Insofar as it provides for Awards of cash, Common
Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping
accounts may be established with respect to Participants who are entitled to
cash, Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company


                                       13

<PAGE>



shall not be required to segregate any assets that may at any time be
represented by cash, Common Stock or rights thereto, nor shall this Plan be
construed as providing for such segregation, nor shall the Company, the Board or
the Committee be deemed to be a trustee of any cash, Common Stock or rights
thereto to be granted under this Plan. Any liability or obligation of the
Company to any Participant with respect to an Award of cash, Common Stock or
rights thereto under this Plan shall be based solely upon any contractual
obligations that may be created by this Plan and any Award Agreement, and no
such liability or obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. Neither the Company
nor the Board nor the Committee shall be required to give any security or bond
for the performance of any obligation that may be created by this Plan.

         18. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by and construed in accordance with the laws of the State of Delaware.

         19. Effectiveness. The Plan as hereby amended and restated shall be
effective as of February 20, 2003.

<PAGE>

                                     ANNEX A



                         EXPIRATION           VESTING/            PER SHARE
       NAME                 DATE           EXERCISABILITY(1)    PURCHASE PRICE
-------------------------------------------------------------------------------
Joseph R. Musolino       06/03/2012           06/03/2004            $5.69
Thurmon Andress          01/23/2013           01/23/2005            $3.88
David F. Work            01/23/2013           01/23/2005            $3.88


(1) Options vest and become exercisable in full on the date set forth opposite
    the name of the applicable Non-employee Director.


                                       15

</TEXT>
</DOCUMENT>
