SEACOR SMIT INC
10.26
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>mv3-11ex10_26.txt
<DESCRIPTION>10.26
<TEXT>
                                                                 Exhibit 10.26

                                SEACOR SMIT INC.

                            2003 SHARE INCENTIVE PLAN

1.         PURPOSE. SEACOR SMIT Inc. 2003 Share Incentive Plan (the "Plan") is
           intended to provide incentives which will attract, retain and
           motivate highly competent persons as officers and key employees of,
           and consultants to, SEACOR SMIT Inc. (the "Company") and its
           subsidiaries and affiliates, by providing them opportunities to
           acquire shares of the Common Stock, par value $.01 per share, of the
           Company ("Common Stock") or to receive monetary payments based on the
           value of such shares pursuant to the Benefits (as defined below)
           described herein. Additionally, the Plan is intended to assist in
           further aligning the interests of the Company's officers, key
           employees and consultants to those of its other stockholders.

2.         ADMINISTRATION.

           (a)        The Plan will be administered by a committee (the
                      "Committee") appointed by the Board of Directors of the
                      Company from among its members (which may be the
                      Compensation Committee) and shall be comprised, unless
                      otherwise determined by the Board of Directors, solely of
                      not less than two members who shall be (i) "Non-Employee
                      Directors" within the meaning of Rule 16b-3(b)(3) (or any
                      successor rule) promulgated under the Securities Exchange
                      Act of 1934, as amended (the "Exchange Act") and (ii)
                      "outside directors" within the meaning of Treasury
                      Regulation Section 1.162-27(e)(3) under Section 162(m) of
                      the Internal Revenue Code of 1986, as amended (the
                      "Code"). The Committee is authorized, subject to the
                      provisions of the Plan, to establish such rules and
                      regulations as it deems necessary for the proper
                      administration of the Plan and to make such determinations
                      and interpretations and to take such action in connection
                      with the Plan and any Benefits granted hereunder as it
                      deems necessary or advisable. All determinations and
                      interpretations made by the Committee shall be binding and
                      conclusive on all participants and their legal
                      representatives. No member of the Committee and no
                      employee of the Company shall be liable for any act or
                      failure to act hereunder, except in circumstances
                      involving his or her bad faith, gross negligence or
                      willful misconduct, or for any act or failure to act
                      hereunder by any other member or employee or by any agent
                      to whom duties in connection with the administration of
                      this Plan have been delegated. The Company shall indemnify
                      members of the Committee and any agent of the Committee
                      who is an employee of the Company, a subsidiary or an
                      affiliate against any and all liabilities or expenses to
                      which they may be subjected by reason of any act or
                      failure to act with respect to their duties on behalf of
                      the Plan, except in circumstances involving such person's
                      bad faith, gross negligence or willful misconduct.

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           (b)        The Committee may delegate to one or more of its members,
                      or to one or more agents, such administrative duties as it
                      may deem advisable, and the Committee, or any person to
                      whom it has so delegated duties, may employ one or more
                      persons to render advice with respect to any
                      responsibility the Committee or such person may have under
                      the Plan. The Committee may employ such legal or other
                      counsel, consultants and agents as it may deem desirable
                      for the administration of the Plan and may rely upon any
                      opinion or computation received from any such counsel,
                      consultant or agent. Expenses incurred by the Committee in
                      the engagement of such counsel, consultant or agent shall
                      be paid by the Company, or the subsidiary or affiliate
                      whose employees have benefited from the Plan, as
                      determined by the Committee.

3.         PARTICIPANTS. Participants will consist of such officers and key
           employees of, and such consultants to, the Company and its
           subsidiaries and affiliates as the Committee in its sole discretion
           determines to be significantly responsible for the success and future
           growth and profitability of the Company and whom the Committee may
           designate from time to time to receive Benefits under the Plan.
           Designation of a participant in any year shall not require the
           Committee to designate such person to receive a Benefit in any other
           year or, once designated, to receive the same type or amount of
           Benefit as granted to the participant in any other year. The
           Committee shall consider such factors as it deems pertinent in
           selecting participants and in determining the type and amount of
           their respective Benefits.

4.         TYPE OF BENEFITS. Benefits under the Plan may be granted in any one
           or a combination of (a) Stock Options, (b) Stock Appreciation Rights,
           (c) Stock Awards, (d) Performance Awards and (e) Stock Units (each as
           described below, and collectively, the "Benefits"). Stock Awards,
           Performance Awards, and Stock Units may, as determined by the
           Committee in its discretion, constitute Performance-Based Awards, as
           described in Section 11 below. Benefits shall be evidenced by
           agreements (which need not be identical) in such forms as the
           Committee may from time to time approve; provided, however, that in
           the event of any conflict between the provisions of the Plan and any
           such agreements, the provisions of the Plan shall prevail.

5.         COMMON STOCK AVAILABLE UNDER THE PLAN.

           (a)        Subject to the provisions of this Section 5 and any
                      adjustments made in accordance with Section 13 hereof, the
                      maximum number of shares of Common Stock that may be
                      delivered to participants (including permitted assignees)
                      and their beneficiaries under this Plan shall be 1,000,000
                      shares of Common Stock (subject to adjustments made in
                      accordance with Section 13 hereof), which may be
                      authorized and unissued or treasury shares.


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           (b)        Any shares of Common Stock covered by a Benefit (or
                      portion of a Benefit) granted under the Plan, which is
                      forfeited or canceled, expires or, in the case of a
                      Benefit other than a Stock Option, is settled in cash,
                      shall be deemed not to have been delivered for purposes of
                      determining the maximum number of shares of Common Stock
                      available for delivery under the Plan. The preceding
                      sentence shall apply only for the purposes of determining
                      the aggregate number of shares of Common Stock subject to
                      Benefits and that are available for delivery under the
                      Plan, but shall not apply for purposes of determining
                      pursuant to Section 5(d) the maximum number of shares of
                      Common Stock with respect to which Benefits (including the
                      maximum number of shares of Common Stock subject to Stock
                      Options and Stock Appreciation Rights) may be granted or
                      measured to an individual participant under the Plan.

           (c)        If any shares of Common Stock are tendered to the Company,
                      either actually or by attestation or withholding, as full,
                      or partial payment of the exercise price or any tax
                      withholding in connection with the exercise of a Stock
                      Option or Stock Appreciation Right or the vesting of any
                      other Benefit granted under this Plan or any prior plan of
                      the Company, only the number of shares of Common Stock
                      issued net of the shares of Common Stock tendered shall be
                      deemed delivered for purposes of determining the maximum
                      number of shares of Common Stock subject to Benefits that
                      are available for delivery under the Plan. Further, shares
                      of Common Stock delivered under the Plan in settlement,
                      assumption or substitution of outstanding awards (or
                      obligations to grant future awards) under the plans or
                      arrangements of another entity shall not decrease the
                      number of shares of Common Stock subject to Benefits and
                      shall not reduce the maximum number of shares of Common
                      Stock available for delivery under the Plan, to the extent
                      that such settlement, assumption or substitution as a
                      result of the Company or its subsidiaries or affiliates
                      acquiring another entity (or an interest in another
                      entity). This Section 5(c) shall apply only for purposes
                      of determining the aggregate number of shares of Common
                      Stock subject to Benefits and that are available for
                      delivery under the Plan, but shall not apply for purposes
                      of determining pursuant to Section 5(d) the maximum number
                      of shares of Common Stock (x) with respect to which
                      Benefits (including the maximum number of shares of Common
                      Stock subject to Stock Options and Stock Appreciation
                      Rights) may be granted or measured to an individual
                      participant under the Plan or (y) that may be delivered
                      through Stock Options under the Plan.

           (d)        The maximum number of shares of Common Stock with respect
                      to which Benefits may be granted or measured to any
                      individual participant under the Plan during the term of
                      the Plan, and the maximum number of shares of Common Stock
                      with respect to which Stock Options and Stock Appreciation
                      Rights may be granted to an individual participant under


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                      the Plan during the term of the Plan shall not exceed
                      1,000,000 shares of Common Stock (in each case, subject to
                      adjustments made in accordance with Section 13 hereof).

6.         STOCK OPTIONS. Stock Options will consist of awards from the Company
           that will enable the holder to purchase a number of shares of Common
           Stock, at set terms. Stock Options may be "incentive stock options"
           ("Incentive Stock Options"), within the meaning of Section 422 of the
           Code, or Stock Options which do not constitute Incentive Stock
           Options ("Nonqualified Stock Options"). The Committee will have the
           authority to grant to any participant one or more Incentive Stock
           Options, Nonqualified Stock Options, or both types of Stock Options
           (in each case with or without Stock Appreciation Rights). Each Stock
           Option shall be subject to such terms and conditions consistent with
           the Plan as the Committee may impose from time to time, subject to
           the following limitations:

           (a)        EXERCISE PRICE. Each Stock Option granted hereunder shall
                      have such per share exercise price as the Committee may
                      determine at the date of grant; provided, however, subject
                      to subsection (d) below, that the per-share exercise price
                      shall not be less than 100% of the Fair Market Value (as
                      defined below) of the Common Stock on the date the Stock
                      Option is granted.

           (b)        PAYMENT OF EXERCISE PRICE. The option exercise price may
                      be paid in cash or, in the discretion of the Committee, by
                      the delivery of shares of Common Stock of the Company then
                      owned by the participant, by the withholding of shares of
                      Common Stock for which a Stock Option is exercisable or by
                      a combination of these methods. In the discretion of the
                      Committee, payment may also be made by delivering a
                      properly executed exercise notice to the Company together
                      with a copy of irrevocable instructions to a broker to
                      deliver promptly to the Company the amount of sale or loan
                      proceeds to pay the exercise price. To facilitate the
                      foregoing, the Company may enter into agreements for
                      coordinated procedures with one or more brokerage firms.
                      The Committee may prescribe any other method of paying the
                      exercise price that it determines to be consistent with
                      applicable law and the purpose of the Plan, including,
                      without limitation, in lieu of the exercise of a Stock
                      Option by delivery of shares of Common Stock of the
                      Company then owned by a participant, providing the Company
                      with a notarized statement attesting to the number of
                      shares owned, where upon verification by the Company, the
                      Company would issue to the participant only the number of
                      incremental shares to which the participant is entitled
                      upon exercise of the Stock Option. In determining which
                      methods a participant may utilize to pay the exercise
                      price, the Committee may consider such factors as it
                      determines are appropriate.


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           (c)        EXERCISE PERIOD. Stock Options granted under the Plan
                      shall be exercisable at such time or times and subject to
                      such terms and conditions as shall be determined by the
                      Committee; provided, however, that no Stock Option shall
                      be exercisable later than ten years after the date it is
                      granted except in the event of a participant's death, in
                      which case, the exercise period of such participant's
                      Stock Options may be extended beyond such period but no
                      later than one year after the participant's death. All
                      Stock Options shall terminate at such earlier times and
                      upon such conditions or circumstances as the Committee
                      shall in its discretion set forth in such option agreement
                      at the date of grant.

           (d)        LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock
                      Options may be granted only to participants who are
                      employees of the Company or one of its subsidiaries
                      (within the meaning of Section 424(f) of the Code) at the
                      date of grant. The aggregate Fair Market Value (determined
                      as of the time the Stock Option is granted) of the Common
                      Stock with respect to which Incentive Stock Options are
                      exercisable for the first time by a participant during any
                      calendar year (under all option plans of the Company and
                      of any parent corporation or subsidiary corporation (as
                      defined in Sections 424(e) and (f) of the Code,
                      respectively)) shall not exceed $100,000. For purposes of
                      the preceding sentence, Incentive Stock Options will be
                      taken into account in the order in which they are granted.
                      The per-share exercise price of an Incentive Stock Option
                      shall not be less than 100% of the Fair Market Value of
                      the Common Stock on the date of grant, and no Incentive
                      Stock Option may be exercised later than ten years after
                      the date it is granted; provided, however, Incentive Stock
                      Options may not be granted to any participant who, at the
                      time of grant, owns stock possessing (after the
                      application of the attribution rules of Section 424(d) of
                      the Code) more than 10% of the total combined voting power
                      of all classes of stock of the Company or any parent or
                      subsidiary corporation of the Company, unless the exercise
                      price is fixed at not less than 110% of the Fair Market
                      Value of the Common Stock on the date of grant and the
                      exercise of such option is prohibited by its terms after
                      the expiration of five years from the date of grant of
                      such option. In addition, no Incentive Stock Option may be
                      issued to a participant in tandem with a Nonqualified
                      Stock Option.

           (e)        POST-EMPLOYMENT EXERCISES. In addition to any other
                      conditions to which the participant is subject, the
                      exercise of any Stock Option after termination of
                      employment shall be subject to satisfaction of the
                      conditions precedent that the participant neither (i)
                      competes with, or takes other employment with or renders
                      services to a competitor of, the Company, its subsidiaries
                      or affiliates without the written consent of the Company,
                      nor (ii) conducts himself or herself in a manner adversely
                      affecting the Company.


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<PAGE>
7.         STOCK APPRECIATION RIGHTS.

           (a)        The Committee may, in its discretion, grant Stock
                      Appreciation Rights to the holders of any Stock Options
                      granted hereunder. In addition, Stock Appreciation Rights
                      may be granted independently of, and without relation to,
                      Stock Options. A Stock Appreciation Right means a right to
                      receive a payment, in cash, Common Stock or a combination
                      thereof, in an amount equal to the excess of (x) 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 (y) the Fair Market Value, or other
                      specified valuation (which shall be no less than the Fair
                      Market Value) of such shares of Common Stock on the date
                      the right is granted, all as determined by the Committee;
                      provided, however, that if a Stock Appreciation Right is
                      granted in tandem with or in substitution for a Stock
                      Option, the designated Fair Market Value in the award
                      agreement may be the Fair Market Value on the date such
                      Stock Option was granted. Each Stock Appreciation Right
                      shall be subject to such terms and conditions as the
                      Committee shall impose from time to time.

           (b)        Stock Appreciation Rights granted under the Plan shall be
                      exercisable at such time or times and subject to such
                      terms and conditions as shall be determined by the
                      Committee; provided, however, that no Stock Appreciation
                      Rights shall be exercisable later than ten years after the
                      date it is granted except in the event of a participant's
                      death, in which case, the exercise period of such
                      participant's Stock Appreciation Rights may be extended
                      beyond such period but no later than one year after the
                      participant's death. All Stock Appreciation Rights shall
                      terminate at such earlier times and upon such conditions
                      or circumstances as the Committee shall in its discretion
                      set forth in such Stock Appreciation Right at the date of
                      grant.

           (c)        The exercise of any Stock Appreciation Right after
                      termination of employment shall be subject to satisfaction
                      of the conditions precedent that the participant neither
                      (i) competes with, or takes other employment with or
                      renders services to a competitor of, the Company, its
                      subsidiaries or affiliates without the written consent of
                      the Company, nor (ii) conducts himself or herself in a
                      manner adversely affecting the Company.

8.         STOCK AWARDS. The Committee may, in its discretion, grant Stock
           Awards (which may include mandatory payment of bonus incentive
           compensation in stock) consisting of Common Stock issued or
           transferred to participants with or without other payments therefor.
           Stock Awards may be subject to such terms and conditions as the
           Committee determines appropriate, including, without limitation,
           restrictions on the sale or other disposition of such shares, the
           right of the Company to reacquire such shares for no consideration
           upon termination of the participant's employment or service within
           specified periods, and may constitute Performance-Based Awards, as


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<PAGE>
           described below. The Committee may require the participant to deliver
           a duly signed stock power, endorsed in blank, relating to the Common
           Stock covered by such Stock Award. The Committee may also require
           that the stock certificates evidencing such shares be held in custody
           or bear restrictive legends until the restrictions thereon shall have
           lapsed. The Stock Award shall specify whether the participant shall
           have, with respect to the shares of Common Stock subject to a Stock
           Award, all of the rights of a holder of shares of Common Stock of the
           Company, including the right to receive dividends and to vote the
           shares.

9.         PERFORMANCE AWARDS.

           (a)        Performance Awards may be granted to participants at any
                      time and from time to time, as shall be determined by the
                      Committee. Performance Awards may, as determined by the
                      Committee in its sole discretion, constitute
                      Performance-Based Awards. The Committee shall have
                      complete discretion in determining the number, amount and
                      timing of awards granted to each participant. Such
                      Performance Awards may be in the form of shares of Common
                      Stock or Stock Units. Performance Awards may be awarded as
                      short-term or long-term incentives. With respect to those
                      Performance Awards that are intended to constitute
                      Performance-Based Awards, the Committee shall set
                      performance targets at its discretion which, depending on
                      the extent to which they are met, will determine the
                      number and/or value of Performance Awards that will be
                      paid out to the participants, and may attach to such
                      Performance Awards one or more restrictions. Performance
                      targets may be based upon, without limitation,
                      Company-wide, divisional and/or individual performance.

           (b)        With respect to those Performance Awards that are not
                      intended to constitute Performance-Based Awards, the
                      Committee shall have the authority at any time to make
                      adjustments to performance targets for any outstanding
                      Performance Awards which the Committee deems necessary or
                      desirable unless at the time of establishment of goals the
                      Committee shall have precluded its authority to make such
                      adjustments.

           (c)        Payment of earned Performance Awards shall be made in
                      accordance with terms and conditions prescribed or
                      authorized by the Committee. The participant may elect to
                      defer, or the Committee may require or permit the deferral
                      of, the receipt of Performance Awards upon such terms as
                      the Committee deems appropriate.

10.        STOCK UNITS.

           (a)        The Committee may, in its discretion, grant Stock Units to
                      participants hereunder. The Committee shall determine the
                      criteria for the vesting of Stock Units and may provide
                      for payment in shares of Common Stock, in cash or in any


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<PAGE>
                      combination of shares of Common Stock and cash, at such
                      time as the award agreement shall specify. Stock Units may
                      constitute Performance-Based Awards. Shares of Common
                      Stock issued pursuant to this Section 10 may be issued
                      with or without other payments therefor as may be required
                      by applicable law or such other consideration as may be
                      determined by the Committee. The Committee shall determine
                      whether a participant granted a Stock Unit shall be
                      entitled to a Dividend Equivalent Right (as defined
                      below).

           (b)        Upon vesting of a Stock Unit, unless the Committee has
                      determined to defer payment with respect to such Stock
                      Unit or a participant has elected to defer payment under
                      subsection (c) below, shares of Common Stock representing
                      the Stock Units shall be distributed to the participant
                      unless the Committee, with the consent of the participant,
                      provides for the payment of the Stock Units in cash or
                      partly in cash and partly in shares of Common Stock equal
                      to the value of the shares of Common Stock which would
                      otherwise be distributed to the participant.

           (c)        Prior to the year with respect to which a Stock Unit may
                      vest, the Committee may, in its discretion, permit a
                      participant to elect not to receive shares of Common Stock
                      and/or cash, as applicable, upon the vesting of such Stock
                      Unit and for the Company to continue to maintain the Stock
                      Unit on its books of account. In such event, the value of
                      a Stock Unit shall be payable in shares of Common Stock
                      and/or cash, as applicable, pursuant to the agreement of
                      deferral.

           (d)        A "Stock Unit" means a notional account representing one
                      share of Common Stock. A "Dividend Equivalent Right" means
                      the right to receive the amount of any dividend paid on
                      the share of Common Stock underlying a Stock Unit, which
                      shall be payable in cash or in the form of additional
                      Stock Units at the time or times specified by the
                      Committee or as the award agreement shall specify.

11.        PERFORMANCE-BASED AWARDS. Certain Benefits granted under the Plan may
           be granted in a manner such that the Benefits qualify for the
           performance-based compensation exemption of Section 162(m) of the
           Code ("Performance-Based Awards"). As determined by the Committee in
           its sole discretion, either the vesting or the exercise of such
           Performance-Based Awards shall be based on one or more business
           criteria that apply to the individual participant, one or more
           business units of the Company as a whole. The business criteria shall
           be as follows, individually or in combination, adjusted in such
           manner as the Committee shall determine: (i) net sales; (ii) pretax
           income before allocation of corporate overhead and bonus; (iii)
           budget; (iv) earnings per share; (v) net income; (vi) division, group
           or corporate financial goals; (vii) return on stockholders' equity;
           (viii) return on assets; (ix) attainment of strategic and operational
           initiatives; (x) appreciation in and/or maintenance of the price of


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<PAGE>
           the Common Stock or any other publicly-traded securities of the
           Company; (xi) market share; (xii) gross profits; (xiii) earnings
           before interest and taxes; (xiv) earnings before interest, taxes,
           depreciation and amortization; (xv) economic value-added models and
           comparisons with various stock market indices; (xvi) reductions in
           costs; or (xvii) any combination of the foregoing. In addition,
           Performance-Based Awards may include comparisons to the performance
           of other companies, such performance to be measured by one or more of
           the foregoing business criteria. With respect to Performance-Based
           Awards, (i) the Committee shall establish in writing (x) the
           performance goals applicable to a given period, and such performance
           goals shall state, in terms of an objective formula or standard, the
           method for computing the amount of compensation payable to the
           participant if such performance goals are obtained and (y) the
           individual employees or class of employees to which such performance
           goals apply no later than 90 days after the commencement of such
           period (but in no event after 25% of such period has elapsed) and
           (ii) no Performance-Based Awards shall be payable to or vest with
           respect to, as the case may be, any participant for a given period
           until the Committee certifies in writing that the objective
           performance goals (and any other material terms) applicable to such
           period have been satisfied. With respect to any Benefits intended to
           qualify as Performance-Based Awards, after establishment of a
           performance goal, the Committee shall not revise such performance
           goal or increase the amount of compensation payable thereunder (as
           determined in accordance with Section 162(m) of the Code) upon the
           attainment of such performance goal. Notwithstanding the preceding
           sentence, the Committee may reduce or eliminate the number of shares
           of Common Stock or cash granted or the number of shares of Common
           Stock vested upon the attainment of such performance goal.

12.        FOREIGN LAWS. The Committee may grant Benefits to individual
           participants who are subject to the tax laws of nations other than
           the United States, which Benefits may have terms and conditions as
           determined by the Committee as necessary to comply with applicable
           foreign laws. The Committee may take any action which it deems
           advisable to obtain approval of such Benefits by the appropriate
           foreign governmental entity; provided, however, that no such Benefits
           may be granted pursuant to this Section 12 and no action may be taken
           which would result in a violation of the Exchange Act, the Code or
           any other applicable law.

13.        ADJUSTMENT PROVISIONS; CHANGE IN CONTROL.

           (a)        If there shall be any change in the Common Stock of the
                      Company, through merger, consolidation, reorganization,
                      recapitalization, stock dividend, stock split, reverse
                      stock split, split up, spin-off, combination of shares,
                      exchange of shares, dividend in kind or other like change
                      in capital structure or distribution (other than normal
                      cash dividends) to stockholders of the Company, an
                      adjustment shall be made to each outstanding Stock Option
                      and Stock Appreciation Right such that each such Stock


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<PAGE>
                      Option and Stock Appreciation Right shall thereafter be
                      exercisable for such securities, cash and/or other
                      property as would have been received in respect of the
                      Common Stock subject to such Stock Option or Stock
                      Appreciation Right had such Stock Option or Stock
                      Appreciation Right been exercised in full immediately
                      prior to such change or distribution, and such an
                      adjustment shall be made successively each time any such
                      change shall occur. In addition, in the event of any such
                      change or distribution, in order to prevent dilution or
                      enlargement of participants' rights under the Plan, the
                      Committee will have authority to adjust, in an equitable
                      manner, the number and kind of shares that may be issued
                      under the Plan, the number and kind of shares subject to
                      outstanding Benefits, the exercise price applicable to
                      outstanding Benefits, and the Fair Market Value of the
                      Common Stock and other value determinations applicable to
                      outstanding Benefits. Appropriate adjustments may also be
                      made by the Committee in the terms of any Benefits under
                      the Plan to reflect such changes or distributions and to
                      modify any other terms of outstanding Benefits on an
                      equitable basis, including modifications of performance
                      targets and changes in the length of performance periods.
                      In addition, other than with respect to Stock Options,
                      Stock Appreciation Rights, and other awards intended to
                      constitute Performance-Based Awards, the Committee is
                      authorized to make adjustments to the terms and conditions
                      of, and the criteria included in, Benefits in recognition
                      of unusual or nonrecurring events affecting the Company or
                      the financial statements of the Company, or in response to
                      changes in applicable laws, regulations, or accounting
                      principles. Notwithstanding the foregoing, (i) each such
                      adjustment with respect to an Incentive Stock Option shall
                      comply with the rules of Section 424(a) of the Code, and
                      (ii) in no event shall any adjustment be made which would
                      render any Incentive Stock Option granted hereunder other
                      than an incentive stock option for purposes of Section 422
                      of the Code.

           (b)        Notwithstanding any other provision of this Plan, if there
                      is a Change in Control of the Company, all then
                      outstanding Benefits that have not vested or become
                      exercisable at the time of such Change in Control shall
                      immediately vest and become exercisable and all
                      performance targets relating to such Benefits shall be
                      deemed to have been satisfied as of the time of such
                      Change in Control. For purposes of this Section 13(b), a
                      "Change in Control" of the Company shall be deemed to have
                      occurred upon any of the following events:

                      (i)        A change in control of the direction and
                                 administration of the Company's business of a
                                 nature that would be required to be reported in
                                 response to Item 6(e) of Schedule 14A of
                                 Regulation 14A promulgated under the Exchange
                                 Act; or


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                      (ii)       During any period of two (2) consecutive years,
                                 the individuals who at the beginning of such
                                 period constitute the Company's Board of
                                 Directors or any individuals who would be
                                 "Continuing Directors" (as hereinafter defined)
                                 cease for any reason to constitute at least a
                                 majority thereof; or

                      (iii)      The Company's Common Stock shall cease to be
                                 publicly traded; or

                      (iv)       The Company's Board of Directors shall approve
                                 a sale of all or substantially all of the
                                 assets of the Company, and such transaction
                                 shall have been consummated; or

                      (v)        The Company's Board of Directors shall approve
                                 any merger, consolidation, or like business
                                 combination or reorganization of the Company,
                                 the consummation of which would result in the
                                 occurrence of any event described in Section
                                 13(b)(ii) or (iii) above, and such transaction
                                 shall have been consummated.

                      Notwithstanding the foregoing, (A) any spin-off of a
                      division or subsidiary of the Company to its stockholders
                      and (B) any event listed in (i) through (v) above that the
                      Board of Directors determines, in its sole discretion, not
                      to be a Change in Control of the Company for purposes of
                      the foregoing provision of this Plan as to vesting, shall
                      not constitute a Change in Control of the Company.

                      For purposes of this Section 13(b), "Continuing Directors"
                      shall mean (x) the directors of the Company in office on
                      the Effective Date (as defined below) and (y) any
                      successor to any such director and any additional director
                      who after the Effective Date was nominated or selected by
                      a majority of the Continuing Directors in office at the
                      time of his or her nomination or selection.

                      The Committee, in its sole discretion, may determine that,
                      upon the occurrence of a Change in Control of the Company
                      (without regard to any contrary determination by the Board
                      of Directors under paragraph (B) above), each Benefit
                      outstanding hereunder shall terminate within a specified
                      number of days after notice to the holder, and such holder
                      shall receive (i) with respect to each share of Common
                      Stock that is subject to a Stock Option or a Stock
                      Appreciation Right and is then vested, an amount equal to
                      the excess of the Fair Market Value of such shares of
                      Common Stock immediately prior to the occurrence of such
                      Change in Control over the exercise price per share of
                      such Stock Option or Stock Appreciation Right (as the case
                      may be) and (ii) with respect to each share of Common
                      Stock that is subject to a Stock Award or Stock Unit and
                      is then vested, the Fair Market Value of such shares of
                      Common Stock immediately prior to the occurrence of such


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<PAGE>
                      Change in Control, such amount to be payable in cash, in
                      one or more kinds of property (including the property, if
                      any, payable in the transaction) or in a combination
                      thereof, as the Committee, in its sole discretion, shall
                      determine. The provisions contained in the preceding
                      sentence shall be inapplicable to a Stock Option or Stock
                      Appreciation Right granted within six (6) months before
                      the occurrence of a Change in Control if the holder of
                      such Stock Option or Stock Appreciation Right is subject
                      to the reporting requirements of Section 16 of the
                      Exchange Act and no exception from liability under Section
                      16 of the Exchange Act is otherwise available to such
                      holder.

14.        NONTRANSFERABILITY. Each Benefit granted under the Plan to a
           participant shall not be transferable otherwise than by will or the
           laws of descent and distribution, and shall be exercisable, during
           the participant's lifetime, only by the participant. In the event of
           the death of a participant, each Stock Option or Stock Appreciation
           Right theretofore granted to him or her shall be exercisable during
           such period after his or her death as the Committee shall in its
           discretion set forth in such Stock Option or Stock Appreciation Right
           at the date of grant and then only by the executor or administrator
           of the estate of the deceased participant or the person or persons to
           whom the deceased participant's rights under the Stock Option or
           Stock Appreciation Right shall pass by will or the laws of descent
           and distribution. Notwithstanding the foregoing, at the discretion of
           the Committee, an award of a Benefit other than an Incentive Stock
           Option may permit the transferability of a Benefit by a participant
           solely to the participant's spouse, siblings, parents, children and
           grandchildren or trusts for the benefit of such persons or
           partnerships, corporations, limited liability companies or other
           entities owned solely by such persons, including trusts for such
           persons, subject to any restriction included in the award of the
           Benefit.

15.        OTHER PROVISIONS. The award of any Benefit under the Plan may also be
           subject to such other provisions (whether or not applicable to the
           Benefit awarded to any other participant) as the Committee determines
           appropriate, including, without limitation, for the installment
           purchase of Common Stock under Stock Options, for the installment
           exercise of Stock Appreciation Rights, to assist the participant in
           financing the acquisition of Common Stock, for the forfeiture of, or
           restrictions on resale or other disposition of, Common Stock acquired
           under any form of Benefit, for the termination of any Benefit and the
           forfeiture of any gain realized in respect of a Benefit upon the
           occurrence of certain activity by the participant that is harmful to
           the Company, for the acceleration of exercisability or vesting of
           Benefits or the payment of the value of Benefits in the event that
           the control of the Company changes (including, without limitation, a
           Change in Control), or to comply with federal and state securities
           laws, or understandings or conditions as to the participant's
           employment (including, without limitation, any restrictions on the
           ability of the participant to engage in activities that are


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<PAGE>
           competitive with the Company) in addition to those specifically
           provided for under the Plan.

16.        FAIR MARKET VALUE. For purposes of this Plan and any Benefits awarded
           hereunder, Fair Market Value shall be the closing price of the
           Company's Common Stock on the date of calculation (or on the last
           preceding trading date if Common Stock was not traded on such date)
           if the Company's Common Stock is readily tradable on a national
           securities exchange or other market system, and if the Company's
           Common Stock is not readily tradable, Fair Market Value shall mean
           the amount determined in good faith by the Committee as the fair
           market value of the Common Stock of the Company.

17.        WITHHOLDING. All payments or distributions of Benefits made pursuant
           to the Plan shall be net of any amounts required to be withheld
           pursuant to applicable federal, state and local tax withholding
           requirements. If the Company proposes or is required to distribute
           Common Stock pursuant to the Plan, it may require the recipient to
           remit to it or to the corporation that employs such recipient an
           amount sufficient to satisfy such tax withholding requirements prior
           to the delivery of any certificates for such Common Stock. In lieu
           thereof, the Company or the employing corporation shall have the
           right to withhold the amount of such taxes from any other sums due or
           to become due from such corporation to the recipient as the Committee
           shall prescribe. The Committee may, in its discretion and subject to
           such rules as it may adopt (including any as may be required to
           satisfy applicable tax and/or non-tax regulatory requirements),
           permit an optionee or award or right holder to pay all or a portion
           of the federal, state and local withholding taxes arising in
           connection with any Benefit consisting of shares of Common Stock by
           electing to have the Company withhold shares of Common Stock having a
           Fair Market Value equal to the amount of tax to be withheld, such tax
           calculated at rates required by statute or regulation.

18.        TENURE. A participant's right, if any, to continue to serve the
           Company or any of its subsidiaries or affiliates as an officer,
           employee, consultant or otherwise, shall not be enlarged or otherwise
           affected by his or her designation as a participant under the Plan.

19.        UNFUNDED PLAN. Participants shall have no right, title, or interest
           whatsoever in or to any investments which the Company may make to aid
           it in meeting its obligations under the Plan. Nothing contained in
           the Plan, and no action taken pursuant to its provisions, shall
           create or be construed to create a trust of any kind, or a fiduciary
           relationship between the Company and any participant, beneficiary,
           legal representative or any other person. To the extent that any
           person acquires a right to receive payments from the Company under
           the Plan, such right shall be no greater than the right of an
           unsecured general creditor of the Company. All payments to be made
           hereunder shall be paid from the general funds of the Company and no
           special or separate fund shall be established and no segregation of
           assets shall be made to assure payment of such amounts except as


                                       13
<PAGE>
           expressly set forth in the Plan. The Plan is not intended to be
           subject to the Employee Retirement Income Security Act of 1974, as
           amended.

20.        NO FRACTIONAL SHARES. No fractional shares of Common Stock shall be
           issued or delivered pursuant to the Plan or any Benefit. The
           Committee shall determine whether cash, or Benefits, or other
           property shall be issued or paid in lieu of fractional shares or
           whether such fractional shares or any rights thereto shall be
           forfeited or otherwise eliminated.

21.        DURATION, AMENDMENT AND TERMINATION. No Benefit shall be granted more
           than ten years after the Effective Date. The Committee may amend the
           Plan from time to time or suspend or terminate the Plan at any time.
           No amendment of the Plan may be made without approval of the
           stockholders of the Company if the amendment will: (i) disqualify any
           Incentive Stock Options granted under the Plan; (ii) increase the
           aggregate number of shares of Common Stock that may be delivered
           through Stock Options under the Plan; (iii) increase the maximum
           amounts which can be paid to an individual under the Plan; (iv)
           change the types of business criteria on which Performance-Based
           Awards are to be based under the Plan; or (v) modify the requirements
           as to eligibility for participation in the Plan.

22.        CANCELLATION AND NEW GRANT OF OPTIONS, ETC. The Board of Directors
           shall have the authority to effect, at any time and from time to
           time, with the consent of the affected optionees, (i) the
           cancellation of any or all outstanding Stock Options under the Plan
           and the grant in substitution therefor of new Stock Options under the
           Plan covering the same or different numbers of shares of Common Stock
           and having an option exercise price per share which may be lower or
           higher than the exercise price per share of the cancelled Stock
           Options or (ii) the amendment of the terms of any and all outstanding
           Stock Options under the Plan to provide an option exercise price per
           share which is higher or lower than the then current exercise price
           per share of such outstanding Stock Options.

23.        GOVERNING LAW. This Plan, Benefits granted hereunder and actions
           taken in connection herewith shall be governed and construed in
           accordance with the internal laws of the State of Delaware, without
           giving effect to its choice-of-law provisions.

24.        EFFECTIVE DATE AND TERMINATION DATE.

           (a)        The Plan shall be effective as of April 4, 2003, the date
                      on which the Plan was adopted by the Board of Directors
                      (the "Effective Date"), provided that the Plan is approved
                      by the stockholders of the Company at an annual meeting or
                      any special meeting of stockholders of the Company within
                      12 months of the Effective Date, and such approval of
                      stockholders shall be a condition to the right of each
                      participant to receive any Benefits hereunder. Any


                                       14
<PAGE>
                      Benefits granted under the Plan prior to such approval of
                      stockholders shall be effective as of the date of grant
                      (unless, with respect to any Benefit, the Committee
                      specifies otherwise at the time of grant), but no such
                      Benefit may be exercised or settled and no restrictions
                      relating to any Benefit may lapse prior to such
                      stockholder approval, and if stockholders fail to approve
                      the Plan as specified hereunder, any such Benefit shall be
                      cancelled.

           (b)        This Plan shall terminate on April 3, 2013 (unless sooner
                      terminated by the Committee).



















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