COLUMBIA SPORTSWEAR CO
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>v75137ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                   EXHIBIT 10.1


                                   APPENDIX B
                           COLUMBIA SPORTSWEAR COMPANY
                      1997 STOCK INCENTIVE PLAN, AS AMENDED

        1. PURPOSE. The purpose of this 1997 Stock Incentive Plan (the "Plan")
is to enable Columbia Sportswear Company (the "Company") to attract and retain
the services of (i) selected employees, officers and directors of the Company or
any parent or subsidiary of the Company and (ii) selected nonemployee agents,
consultants, advisors and independent contractors of the Company or any parent
or subsidiary of the Company. For purposes of this Plan, a person is considered
to be employed by or in the service of the Company if the person is employed by
or in the service of the Company or any parent or subsidiary of the Company (in
which case, the Company, parent or subsidiary is referred to as an "Employer").

        2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below
and in Section 10, the shares to be offered under the Plan shall consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be issued under the Plan shall be 5,400,000 shares. If an option or
Performance-based Award granted under the Plan expires, terminates or is
cancelled, the unissued shares subject to that option or Performance-based Award
shall again be available under the Plan. If shares awarded as a bonus pursuant
to Section 7 or sold pursuant to Section 8 under the Plan are forfeited to or
repurchased by the Company, the number of shares forfeited or repurchased shall
again be available under the Plan.

        3. EFFECTIVE DATE AND DURATION OF PLAN.

           3.1 EFFECTIVE DATE. The Plan shall become effective as of March 12,
1997. No Incentive Stock Option (as defined in Section 5 below) granted under
the Plan shall become exercisable and no payments shall be made under a
Performance-based Award, however, until the Plan is approved by the affirmative
vote of the holders of a majority of the shares of Common Stock represented at a
shareholders meeting at which a quorum is present and the exercise of any
Incentive Stock Options granted under the Plan before such approval shall be
conditioned on and subject to such approval. Subject to this limitation, options
and Performance-based Awards may be granted and shares may be awarded as bonuses
or sold under the Plan at any time after the effective date and before
termination of the Plan.

           3.2 DURATION. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
such shares have lapsed. The Board of Directors may suspend or terminate the
Plan at any time except with respect to options, Performance-based Awards and
shares subject to restrictions then outstanding under the Plan. Termination
shall not affect any outstanding options, any outstanding Performance-based
Awards or any right of the Company to repurchase shares or the forfeitability of
shares issued under the Plan.




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        4. ADMINISTRATION.

           4.1 BOARD OF DIRECTORS. The Plan shall be administered by the Board
of Directors of the Company, which shall determine and designate from time to
time the individuals to whom awards shall be made, the amount of the awards and
the other terms and conditions of the awards. Subject to the provisions of the
Plan, the Board of Directors may from time to time adopt and amend rules and
regulations relating to administration of the Plan, advance the lapse of any
waiting period, accelerate any exercise date, waive or modify any restriction
applicable to shares (except those restrictions imposed by law) and make all
other determinations in the judgment of the Board of Directors necessary or
desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the Board
of Directors shall be final and conclusive. The Board of Directors may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any related agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect, and it shall be the sole and final judge of such
expediency.

           4.2 COMMITTEE. The Board of Directors may delegate to any committee
of the Board of Directors (the "Committee") any or all authority for
administration of the Plan. If authority is delegated to the Committee, all
references to the Board of Directors in the Plan shall mean and relate to the
Committee, except (i) as otherwise provided by the Board of Directors and (ii)
that only the Board of Directors may amend or terminate the Plan as provided in
Sections 3 and 11.

           4.3 OFFICERS. The Board of Directors may delegate to any officer or
officers of the Company authority to grant awards under the Plan, subject to any
restrictions imposed by the Board of Directors.

        5. TYPES OF AWARDS; ELIGIBILITY. The Board of Directors may, from time
to time, take the following actions, separately or in combination, under the
Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in Sections
6.1 and 6.2; (ii) grant options other than Incentive Stock Options
("Non-Statutory Stock Options") as provided in Sections 6.1 and 6.3; (iii) award
stock bonuses as provided in Section 7; (iv) sell shares subject to restrictions
as provided in Section 8; and (v) award Performance-based Awards as provided in
Section 9. Awards may be made to employees, including employees who are officers
or directors, and to other individuals described in Section 1 who the Board of
Directors believes have made or will make an important contribution to the
Company; provided, however, that only employees of the Company or any parent or
subsidiary of the Company (as defined in subsections 424(e) and 424(f) of the
Code) shall be eligible to receive Incentive Stock Options under the Plan. The
Board of Directors shall select the individuals to whom awards shall be made and
shall specify the action taken with respect to each individual to whom an award
is made. At the discretion of the Board of Directors, an individual may be given
an election to surrender an award in exchange for the grant of a new award. No
employee may be granted options for more than an aggregate of 100,000




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shares of Common Stock in connection with the hiring of the employee or 100,000
shares of Common Stock in any calendar year otherwise.

        6. OPTION GRANTS.

           6.1 GENERAL RULES RELATING TO OPTIONS.

               6.1-1 TERMS OF GRANT. The Board of Directors may grant options
under the Plan. With respect to each option grant, the Board of Directors shall
determine the number of shares subject to the option, the option exercise price,
the period of the option, the time or times at which the option may be exercised
and whether the option is an Incentive Stock Option or a Non-Statutory Stock
Option. At the time of the grant of an option or at any time thereafter, the
Board of Directors may provide that an optionee who exercised an option with
Common Stock of the Company shall automatically receive a new option to purchase
additional shares equal to the number of shares surrendered and may specify the
terms and conditions of such new options.

               6.1-2 EXERCISE OF OPTIONS. Except as provided in Section 6.1-4 or
as determined by the Board of Directors, no option granted under the Plan may be
exercised unless at the time of such exercise the optionee is employed by or in
the service of the Company and shall have been so employed or provided such
service continuously since the date the option was granted. Except as provided
in Sections 6.1-4 and 10, options granted under the Plan may be exercised from
time to time over the period stated in each option in such amounts and at such
times as shall be prescribed by the Board of Directors, provided that options
shall not be exercised for fractional shares. Unless otherwise determined by the
Board of Directors, if an optionee does not exercise an option in any one year
with respect to the full number of shares to which the optionee is entitled in
that year, the optionee's rights shall be cumulative and the optionee may
purchase those shares in any subsequent year during the term of the option.

               6.1-3 NONTRANSFERABILITY. Each Incentive Stock Option and, unless
otherwise determined by the Board of Directors, each other option granted under
the Plan by its terms (i) shall be nonassignable and nontransferable by the
optionee, either voluntarily or by operation of law, except by will or by the
laws of descent and distribution of the state or country of the optionee's
domicile at the time of death, and (ii) during the optionee's lifetime, shall be
exercisable only by the optionee.

               6.1-4 TERMINATION OF EMPLOYMENT OR SERVICE.

                     6.1-4(a) GENERAL RULE. Unless otherwise determined by the
Board of Directors, in the event an optionee's employment or service with the
Company terminates for any reason other than because of total disability or
death as provided in Sections 6.1-4(b) and (c), his or her option may be
exercised at any time before the expiration date of the option or the expiration
of 30 days after the date of termination, whichever is the shorter period, but
only if and to the extent the optionee was entitled to exercise the option at
the date of termination.



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<PAGE>   4

                     6.1-4(b) TERMINATION BECAUSE OF TOTAL DISABILITY. Unless
otherwise determined by the Board of Directors, in the event an optionee's
employment or service with the Company terminates because of total disability,
his or her option may be exercised at any time before the expiration date of the
option or before the date 12 months after the date of termination, whichever is
the shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of termination. The term "total disability"
means a medically determinable mental or physical impairment that is expected to
result in death or has lasted or is expected to last for a continuous period of
12 months or more and that causes the optionee to be unable, in the opinion of
the Company and two independent physicians, to perform his or her duties as an
employee, director, officer or consultant of the Employer and unable to be
engaged in any substantial gainful activity. Total disability shall be deemed to
have occurred on the first day after the two independent physicians have
furnished their written opinion of total disability to the Company and the
Company has reached an opinion of total disability.

                     6.1-4(c) TERMINATION BECAUSE OF DEATH. Unless otherwise
determined by the Board of Directors, in the event of an optionee's death while
employed by or providing service to the Company, his or her option may be
exercised at any time before the expiration date of the option or before the
date 12 months after the date of death, whichever is the shorter period, but
only if and to the extent the optionee was entitled to exercise the option at
the date of death and only by the person or persons to whom the optionee's
rights under the option shall pass by the optionee's will or by the laws of
descent and distribution of the state or country of domicile at the time of
death.

                     6.1-4(d) AMENDMENT OF EXERCISE PERIOD APPLICABLE TO
TERMINATION. The Board of Directors may at any time extend the 30-day and
12-month exercise periods any length of time not longer than the original
expiration date of the option. The Board of Directors may at any time increase
the portion of an option that is exercisable, subject to such terms and
conditions as the Board of Directors may determine.

                     6.1-4(e) FAILURE TO EXERCISE OPTION. To the extent that the
option of any deceased optionee or any optionee whose employment or service
terminates is not exercised within the applicable period, all further rights to
purchase shares pursuant to the option shall cease and terminate.

                     6.1-4(f) LEAVE OF ABSENCE. Absence on leave approved by the
Employer or on account of illness or disability shall not be deemed a
termination or interruption of employment or service. Unless otherwise
determined by the Board of Directors, vesting of options shall continue during a
medical, family or military leave of absence, whether paid or unpaid, and
vesting of options shall be suspended during any other unpaid leave of absence.

               6.1-5 PURCHASE OF SHARES.





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<PAGE>   5

                     6.1-5(a) NOTICE OF EXERCISE. Unless the Board of Directors
determines otherwise, shares may be acquired pursuant to an option granted under
the Plan only upon the Company's receipt of written notice from the optionee of
the optionee's binding commitment to purchase shares, specifying the number of
shares the optionee desires to purchase under the option and the date on which
the optionee agrees to complete the transaction, and, if required in order to
comply with the Securities Act of 1933, as amended, containing a representation
that it is the optionee's present intention to acquire the shares for investment
and not with a view to distribution.

                     6.1-5(b) PAYMENT. Unless the Board of Directors determines
otherwise, on or before the date specified for completion of the purchase of
shares pursuant to an option exercise, the optionee must have paid the Company
the full purchase price of those shares in cash or by check or, with the consent
of the Board of Directors, in whole or in part, in Common Stock of the Company
valued at fair market value, restricted stock, or other contingent awards
denominated in either stock or cash, promissory notes and other forms of
consideration. Unless otherwise determined by the Board of Directors, any Common
Stock provided in payment of the purchase price must have been previously
acquired and held by the optionee for at least six months. The fair market value
of Common Stock provided in payment of the purchase price shall be the closing
price of the Common Stock last reported before the time payment in Common Stock
is made or, if earlier, committed to be made, if the Common Stock is publicly
traded, or another value of the Common Stock as shall be specified by the Board
of Directors. No shares shall be issued until full payment for the shares has
been made, including all amounts owed for tax withholding. With the consent of
the Board of Directors, an optionee may request the Company to apply
automatically the shares to be received upon the exercise of a portion of a
stock option (even though stock certificates have not yet been issued) to
satisfy the purchase price for additional portions of the option.

                     6.1-5(c) TAX WITHHOLDING. Each optionee who has exercised
an option shall, immediately upon notification of the amount due, if any, pay to
the Company in cash or by check amounts necessary to satisfy any applicable
federal, state and local tax withholding requirements. If additional withholding
is or becomes required (as a result of exercise of an option or as a result of
disposition of shares acquired pursuant to exercise of an option) beyond any
amount deposited before delivery of the certificates, the optionee shall pay
such amount, in cash or by check, to the Company on demand. If the optionee
fails to pay the amount demanded, the Company or the Employer may withhold that
amount from other amounts payable to the optionee, including salary, subject to
applicable law. With the consent of the Board of Directors an optionee may
satisfy this obligation, in whole or in part, by instructing the Company to
withhold from the shares to be issued upon exercise or by delivering to the
Company other shares of Common Stock; provided, however, that the number of
shares so withheld or delivered shall not exceed the minimum amount necessary to
satisfy the required withholding obligation.

                     6.1-5(d) REDUCTION OF RESERVED SHARES. Upon the exercise of
an option, the number of shares reserved for issuance under the Plan shall be
reduced by the




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<PAGE>   6

number of shares issued upon exercise of the option (less the number of any
shares surrendered in payment for the exercise price or withheld to satisfy
withholding requirements).

               6.1-6 LIMITATIONS ON GRANTS TO NON-EXEMPT EMPLOYEES. Unless
otherwise determined by the Board of Directors, if an employee of the Company or
any parent or subsidiary of the Company is a non-exempt employee subject to the
overtime compensation provisions of Section 7 of the Fair Labor Standards Act
(the "FLSA"), any option granted to that employee shall be subject to the
following restrictions: (i) the option price shall be at least 85 percent of the
fair market value, as described in Section 6.2-4, of the Common Stock subject to
the option on the date it is granted; and (ii) the option shall not be
exercisable until at least six months after the date it is granted; provided,
however, that this six-month restriction on exercisability will cease to apply
if the employee dies, becomes disabled or retires, there is a change in
ownership of the Company, or in other circumstances permitted by regulation, all
as prescribed in Section 7(e)(8)(B) of the FLSA.

           6.2 INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be subject
to the following additional terms and conditions:

               6.2-1 LIMITATION ON AMOUNT OF GRANTS. If the aggregate fair
market value of stock (determined as of the date the option with respect to such
stock is granted) with respect to which Incentive Stock Options granted under
this Plan (and any other stock incentive plan of the Company or its parent or
subsidiary corporations) are exercisable for the first time by an employee
during any calendar year exceeds $100,000, the portion of the option or options
not exceeding $100,000 will be treated as an Incentive Stock Option and the
portion of the option exceeding $100,000 will be treated as a Non-Statutory
Stock Option. The preceding sentence will be applied by taking options into
account in the order in which they were granted. The Company may designate stock
that is treated as acquired pursuant to exercise of an option that is in part an
Incentive Stock Option and in part a Non-Statutory Stock Option as Incentive
Stock Option stock by issuing a separate certificate for that stock and
identifying the certificate as Incentive Stock Option stock in its stock
records. In the absence of such a designation, each share of stock issued
pursuant to exercise of the option will be treated in part as Incentive Stock
Option stock and in part as Non-Statutory Stock Option stock.

               6.2-2 LIMITATIONS ON GRANTS TO 10 PERCENT SHAREHOLDERS. An
Incentive Stock Option may be granted under the Plan to an employee possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or any parent or subsidiary (as defined in subsections 424(e) and
424(f) of the Code) only if the option price is at least 110 percent of the fair
market value, as described in Section 6.2-4, of the Common Stock subject to the
option on the date it is granted and the option by its terms is not exercisable
after the expiration of five years from the date it is granted.

               6.2-3 DURATION OF OPTIONS. Subject to Sections 6.1-2, 6.1-4 and
6.2-2, Incentive Stock Options granted under the Plan shall continue in effect
for the period fixed by the




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<PAGE>   7

Board of Directors, except that no Incentive Stock Option shall be exercisable
after the expiration of 10 years from the date it is granted.

               6.2-4 OPTION PRICE. The option price per share shall be
determined by the Board of Directors at the time of grant. Except as provided in
Section 6.2-2, the option price shall not be less than 100 percent of the fair
market value of the Common Stock covered by the Incentive Stock Option at the
date the option is granted. The fair market value shall be the closing price of
the Common Stock last reported before the time the option is granted, if the
stock is publicly traded, or, another value of the Common Stock as shall be
specified by the Board of Directors.

               6.2-5 LIMITATION ON TIME OF GRANT. No Incentive Stock Option
shall be granted on or after the tenth anniversary of the last action by the
Board of Directors adopting the Plan or approving an increase in the number of
shares available for issuance under the Plan, which action was subsequently
approved within 12 months by the shareholders.

               6.2-6 EARLY DISPOSITIONS. If within two years after an Incentive
Stock Option is granted or within 12 months after an Incentive Stock Option is
exercised, the optionee sells or otherwise disposes of Common Stock acquired on
exercise of the Option, the optionee shall within 30 days of the sale or
disposition notify the Company in writing of (i) the date of the sale or
disposition, (ii) the amount realized on the sale or disposition and (iii) the
nature of the disposition (e.g., sale, gift, etc.).

           6.3 NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options shall be
subject to the following terms and conditions, in addition to those set forth in
Section 6.1 above:

               6.3-1 OPTION PRICE. The option price for Non-Statutory Stock
Options shall be determined by the Board of Directors at the time of grant and
may be any amount determined by the Board of Directors.

               6.3-2 DURATION OF OPTIONS. Non-Statutory Stock Options granted
under the Plan shall continue in effect for the period fixed by the Board of
Directors.

        7. STOCK BONUSES. The Board of Directors may award shares under the Plan
as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with such other restrictions as may be
determined by the Board of Directors. The Board of Directors may require the
recipient to sign an agreement as a condition of the award, but may not require
the recipient to pay any monetary consideration other than amounts necessary to
satisfy tax withholding requirements. The agreement may contain any terms,
conditions, restrictions, representations and warranties required by the Board
of Directors. The certificates representing the shares awarded shall bear any
legends required by the Board of Directors. The Company may require any
recipient of a stock bonus to pay to the Company in cash or by check upon demand
amounts necessary to




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<PAGE>   8

satisfy any applicable federal, state or local tax withholding requirements. If
the recipient fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the recipient, including
salary, subject to applicable law. With the consent of the Board of Directors, a
recipient may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of a stock bonus, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.

        8. RESTRICTED STOCK. The Board of Directors may issue shares under the
Plan for such consideration (including promissory notes and services) as
determined by the Board of Directors. Shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning transferability,
repurchase by the Company and forfeiture of the shares issued, together with
such other restrictions as may be determined by the Board of Directors. All
Common Stock issued pursuant to this Section 8 shall be subject to a purchase
agreement, which shall be executed by the Company and the prospective purchaser
of the shares before the delivery of certificates representing such shares to
the purchaser. The purchase agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares shall bear any legends required by the
Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash or by check upon demand amounts necessary to satisfy
any applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the purchaser, including
salary, subject to applicable law. With the consent of the Board of Directors, a
purchaser may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of restricted stock, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.

        9. PERFORMANCE-BASED AWARDS. The Board of Directors may grant awards
intended to qualify as qualified performance-based compensation under Section
162(m) of the Code and the regulations thereunder ("Performance-based Awards").
Performance-based Awards shall be denominated at the time of grant either in
Common Stock ("Stock Performance Awards") or in dollar amounts ("Dollar
Performance Awards"). Payment under a Stock Performance Award or a Dollar
Performance Award shall be made, at the discretion of the Board of Directors, in
Common Stock ("Performance Shares"), or in cash or in any combination thereof.
Performance-based Awards shall be subject to the following terms and conditions:




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<PAGE>   9

           9.1 AWARD PERIOD. The Board of Directors shall determine the period
of time for which a Performance-based Award is made (the "Award Period").

           9.2 PERFORMANCE GOALS AND PAYMENT. The Board of Directors shall
establish in writing objectives ("Performance Goals") that must be met by the
Company or any subsidiary, division or other unit of the Company ("Business
Unit") during the Award Period as a condition to payment being made under the
Performance-based Award. The Performance Goals for each award shall be one or
more targeted levels of performance with respect to one or more of the following
objective measures with respect to the Company or any Business Unit: earnings,
earnings per share, stock price increase, total shareholder return (stock price
increase plus dividends), return on equity, return on assets, return on capital,
economic value added, revenues, operating income, inventories, inventory turns,
cash flows or any of the foregoing before the effect of acquisitions,
divestitures, accounting changes, and restructuring and special charges
(determined according to criteria established by the Board of Directors). The
Board of Directors shall also establish the number of Performance Shares or the
amount of cash payment to be made under a Performance-based Award if the
Performance Goals are met or exceeded, including the fixing of a maximum payment
(subject to Section 9.4). The Board of Directors may establish other
restrictions to payment under a Performance-based Award, such as a continued
employment requirement, in addition to satisfaction of the Performance Goals.
Some or all of the Performance Shares may be issued at the time of the award as
restricted shares subject to forfeiture in whole or in part if Performance Goals
or, if applicable, other restrictions are not satisfied.

           9.3 MAXIMUM AWARDS. No participant may receive in any fiscal year
Stock Performance Awards under which the aggregate amount payable under the
Awards exceeds the equivalent of 100,000 shares of Common Stock or Dollar
Performance Awards under which the aggregate amount payable under the Awards
exceeds $3,000,000.

           9.4 TAX WITHHOLDING. Each participant who has received Performance
Shares shall, upon notification of the amount due, pay to the Company in cash or
by check amounts necessary to satisfy any applicable federal, state and local
tax withholding requirements. If the participant fails to pay the amount
demanded, the Company or the Employer may withhold that amount from other
amounts payable to the participant, including salary, subject to applicable law.
With the consent of the Board of Directors, a participant may satisfy this
obligation, in whole or in part, by instructing the Company to withhold from any
shares to be issued or by delivering to the Company other shares of Common
Stock; provided, however, that the number of shares so delivered or withheld
shall not exceed the minimum amount necessary to satisfy the required
withholding obligation.

           9.5 EFFECT ON SHARES AVAILABLE. The payment of a Performance-based
Award in cash shall not reduce the number of shares of Common Stock reserved for
issuance under the Plan. The number of shares of Common Stock reserved for
issuance under the Plan shall be reduced by the number of shares issued upon
payment of an award, less the number of shares delivered or withheld to satisfy
withholding obligations.


<PAGE>   10

        10. CHANGES IN CAPITAL STRUCTURE.

            10.1 STOCK SPLITS; STOCK DIVIDENDS. If the outstanding Common Stock
of the Company is hereafter increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company by
reason of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for grants
under the Plan and in all other share amounts set forth in the Plan. In
addition, the Board of Directors shall make appropriate adjustment in the number
and kind of shares as to which outstanding options, or portions thereof then
unexercised, shall be exercisable, so that the optionee's proportionate interest
before and after the occurrence of the event is maintained. Notwithstanding the
foregoing, the Board of Directors shall have no obligation to effect any
adjustment that would or might result in the issuance of fractional shares, and
any fractional shares resulting from any adjustment may be disregarded or
provided for in any manner determined by the Board of Directors. Any such
adjustments made by the Board of Directors shall be conclusive.

            10.2 MERGERS, REORGANIZATIONS, ETC. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, split-up,
split-off, spin-off, reorganization or liquidation to which the Company is a
party or any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the Company's
assets (each, a "Transaction"), the Board of Directors shall, in its sole
discretion and to the extent possible under the structure of the Transaction,
select one of the following alternatives for treating outstanding options under
the Plan:

                10.2-1 Outstanding options shall remain in effect in accordance
with their terms.

                10.2-2 Outstanding options shall be converted into options to
purchase stock in one or more of the corporations, including the Company, that
are the surviving or acquiring corporations in the Transaction. The amount, type
of securities subject thereto and exercise price of the converted options shall
be determined by the Board of Directors of the Company, taking into account the
relative values of the companies involved in the Transaction and the exchange
rate, if any, used in determining shares of the surviving corporation(s) to be
held by holders of shares of the Company following the Transaction. Unless
otherwise determined by the Board of Directors, the converted options shall be
vested only to the extent that the vesting requirements relating to options
granted hereunder have been satisfied.

                10.2-3 The Board of Directors shall provide a period of 30 days
or less before the consummation of the Transaction during which outstanding
options may be exercised to the extent then exercisable, and upon the expiration
of that period, all unexercised options shall immediately terminate. The Board
of Directors may, in its sole discretion, accelerate the exercisability of
options so that they are exercisable in full during that period.




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<PAGE>   11

            10.3 DISSOLUTION OF THE COMPANY. In the event of the dissolution of
the Company, options shall be treated in accordance with Section 10.2-3.

            10.4 RIGHTS ISSUED BY ANOTHER CORPORATION. The Board of Directors
may also grant options and stock bonuses and Performance-based Awards and issue
restricted stock under the Plan having terms, conditions and provisions that
vary from those specified in this Plan, provided that any such awards are
granted in substitution for, or in connection with the assumption of, existing
options, stock bonuses, Performance-based Awards and restricted stock granted,
awarded or issued by another corporation and assumed or otherwise agreed to be
provided for by the Company pursuant to or by reason of a Transaction.

        11. AMENDMENT OF THE PLAN. The Board of Directors may at any time,
modify or amend the Plan in such respects as it shall deem advisable because of
changes in the law while the Plan is in effect or for any other reason. Except
as provided in Section 10, however, no change in an award already granted shall
be made without the written consent of the holder of the award if the change
would adversely affect the holder.

        12. APPROVALS. The Company's obligations under the Plan are subject to
the approval of state and federal authorities or agencies with jurisdiction in
the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Stock under the Plan if such issuance or delivery would
violate applicable state or federal securities laws.

        13. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of an Employer or interfere in any way with the
Employer's right to terminate such employee's employment at will at any time,
for any reason, with or without cause, or to decrease such employee's
compensation or benefits, or (ii) confer upon any person engaged by an Employer
any right to be retained or employed by the Employer or to the continuation,
extension, renewal or modification of any compensation, contract or arrangement
with or by the Employer.

        14. RIGHTS AS A SHAREHOLDER. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any Common Stock until the
date the recipient becomes the holder of record of those shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs before the date the
recipient becomes the holder of record.

Adopted March 12, 1997





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