AVERY DENNISON CORPORATION
EMPLOYEE STOCK OPTION AND INCENTIVE PLAN, AMENDED AND RESTATED
<DOCUMENT>
<TYPE>EX-10.19.6
<SEQUENCE>6
<FILENAME>dex10196.txt
<DESCRIPTION>EMPLOYEE STOCK OPTION AND INCENTIVE PLAN, AMENDED AND RESTATED
<TEXT>
<PAGE>

                                                                 EXHIBIT 10.19.6

                           AVERY DENNISON CORPORATION
                    EMPLOYEE STOCK OPTION AND INCENTIVE PLAN

                              AMENDED AND RESTATED

The purposes of this Plan are as follows:

(1) To provide additional incentive for Employees to further the growth,
development and financial success of the Company by personally benefiting
through the ownership of Company stock and/or rights, which recognize such
growth, development and financial success.

(2) To enable the Company to recruit and retain Employees considered essential
to the long range success of the Company by offering them an opportunity to own
stock in the Company and/or rights, which will reflect the growth, development
and financial success of the Company.

ARTICLE 1         DEFINITIONS

         Wherever the following terms are used in this Plan they shall have the
meaning specified below, unless the context clearly indicates otherwise.

1.1      Award

         "Award" shall mean a Dividend Equivalent, Option, Performance Unit,
Restricted Stock, Restricted Stock Unit, Stock Appreciation Right or Stock
Payment granted under this Plan.

1.2      Award Agreement

         "Award Agreement" shall mean an agreement setting forth the terms and
conditions of an Award.

1.3      Award Cycle

         "Award Cycle" shall mean a period of consecutive years or portions
thereof designated by the Committee over which Performance Units are to be
earned.

1.4      Awardee

         "Awardee" shall mean a person who has received an Award under the Plan.

1.5      Beneficiary

         "Beneficiary" shall have the meaning given in Article 12.8.

1.6      Board

         "Board" shall mean the Board of Directors of the Company.

1.7      Cause

         "Cause" shall mean, with respect to any Awardee's Termination of
Employment, unless otherwise provided by the Committee, (i) "Cause" as defined
in any Individual Agreement or Award Agreement to which the applicable Awardee
is a party, or (ii) if there is no such Individual Agreement or Award Agreement
or if it does not define Cause: (A) conviction of the Awardee for committing a
felony under federal law or the law of the state in which such action occurred,
(B) willful and deliberate failure on the part of the Awardee to perform his
employment duties in any material respect, or (C) prior to a Change in Control,
such other serious events as shall be determined by the Committee. Prior to a
Change of Control, the Committee shall, unless otherwise provided in an
Individual Agreement with a particular Awardee, have the discretion to determine
whether "Cause" exists, and its determination shall be final.

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1.8      Change in Control

         "Change in Control" has the meanings set forth in Article 10.2.

1.9      CEO

         "CEO" shall mean the Chief Executive Officer of the Company.

1.10     Code

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.10     Committee

         "Committee" shall mean committee of the Board designated to administer
the Plan as contemplated by Article 11.1.

1.11     Commission

         "Commission" shall mean the Securities and Exchange Commission or any
successor agency.

1.12     Common Stock

         "Common Stock" shall mean the common stock of the Company.

1.13     Company

         "Company" shall mean Avery Dennison Corporation or any successor
company.

1.14     COO

         "COO" shall mean the Chief Operating Officer of the Company.

1.15     Covered Employee

         "Covered Employee" shall mean an Awardee designated by the Committee in
connection with any Award as an individual who is or may be a "covered employee"
within the meaning of Section 162(m)(3) of the Code in the year in which an
Award is expected to be taxable to such Awardee.

1.16     Director

         "Director" shall mean a member of the Board.

1.17     Disability

         "Disability" shall mean, with respect to any Awardee, unless otherwise
provided by the Committee, (i) "Disability" as defined in any Individual
Agreement or Award Agreement to which the Awardee is a party, or (ii) if there
is no such Individual Agreement or it does not define "Disability," permanent
and total disability as as defined in Section 22(c)3 of the Code.

1.18     Disaffiliation

         "Disaffiliation" shall mean, with respect to any Subsidiary, the
Subsidiary's ceasing to be a Subsidiary for any reason (including, without
limitation, as a result of a public offering, or a spinoff or sale by the
Company, of the majority of the stock of the Subsidiary).

1.19     Dividend Equivalent

         "Dividend Equivalent" shall mean a right to receive a number of shares
of Common Stock or an amount of cash, determined as provided in Article 9.2
hereof.

1.20     Early Retirement

         "Early Retirement" shall mean retirement from active employment with
the Company, or a Subsidiary, pursuant to the early retirement provisions of the
applicable pension plan of such employer or as otherwise determined by the
Committee.

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1.21     Employee

         "Employee" shall mean any officer or other employee of the Company, or
of any corporation, which is then a Subsidiary.

1.22     Expiration Date

         "Expiration Date" shall have the meaning given in Article 4.3.

1.23     Exchange Act

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

1.24     Fair Market Value

         "Fair Market Value" of a share of Common Stock as of a given date shall
be (i) the mean between the highest and lowest selling price of a share of
Common Stock during normal business hours on the principal exchange on which
shares of Common Stock are then trading, if any, on such date, or if shares were
not traded on such date, then the weighted average of the means between the
highest and lowest sales upon the nearest date before and the nearest date after
such valuation date; or (ii) if Common Stock is not traded on an exchange, the
mean between the closing representative bid and asked prices for the Common
Stock during normal business hours on such date as reported by NASDAQ or, if
NASDAQ is not then in existence, by its successor quotation system; or (iii) if
Common Stock is not publicly traded, the Fair Market Value of a share of Common
Stock as established by the Committee acting in good faith.

1.25     Incentive Stock Option

         "Incentive Stock Option" shall mean an Option that both meets the
requirements to be an "incentive stock option" under Section 422A of the Code
and is designated as an Incentive Stock Option by the Committee.

1.26     including or includes
         "including" or "includes" shall mean including without limitation, or
includes, without limitation.

1.27     Individual Agreement

         "Individual Agreement" shall mean an employment, severance or similar
agreement between an Awardee and the Company or one of its Subsidiaries.

1.28     Non-Qualified Stock Option

         "Non-Qualified Stock Option" shall mean an Option that either is not an
Incentive Stock Option or is designated as a Non-Qualified Stock Option by the
Committee.

1.29     Normal Retirement

         "Normal Retirement" shall mean retirement from active employment with
the Company, or a Subsidiary at or after age 62.

1.30     Option

         "Option" shall mean a stock option granted pursuant to this Plan.

1.31     Optionee

         "Optionee" shall mean an Employee granted an Option under this Plan.

1.32     Performance Goals

         "Performance Goals" shall mean the performance goals established by the
Committee in connection with the grant of Restricted Stock, Restricted Stock
Units or Performance Units. In the case of Qualified Performance-Based Awards,
(i) such goals shall be based on the attainment of specified levels of one or
more of the following measures: earnings per share, sales, net income, net
income after tax, gross income, operating income, cash generation, economic
value added, unit volume, return on equity, return on assets, change in working
capital, return on capital or stockholder return, and (ii) such Performance
Goals shall be set by the Committee within the time period prescribed by Section
162(m) of the Code and related regulations.

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1.33     Performance Unit

         "Performance Unit" shall mean a cash bonus, stock bonus or other
performance or incentive award that is paid in cash, stock or a combination of
both.

1.34     Plan

         "Plan" shall mean the Employee Stock Option and Incentive Plan, as
amended and restated, formerly called the 1990 Stock Option and Incentive Plan.

1.35     Qualified Performance-Based Award

         "Qualified Performance-Based Award" shall mean an Award of Restricted
Stock, Restricted Stock Units or Performance Units designated as such by the
Committee at the time of grant, based upon a determination that (i) the Awardee
is or may be a "covered employee" within the meaning of Section 162(m)(3) of the
Code in the year in which the Company would expect to be able to claim a tax
deduction with respect to such Restricted Stock or Performance Units and (ii)
the Committee wishes such Award to qualify for the Section 162(m) Exemption.
Notwithstanding any other provision of the Plan, no Award shall be considered a
Qualified Performance-Based Award unless it is granted subject to or after
obtaining stockholder approval satisfying the requirements of Section
162(m)(4)(C)(ii) of the Code and the Treasury Regulations thereunder.

1.36     Restricted Stock

         "Restricted Stock" shall mean Common Stock issued pursuant to Article
7.

1.37     Restricted Stock Unit

         "Restricted Stock Unit" shall mean a right to receive Common Stock or a
cash payment based on the value of Common Stock granted pursuant to Article 7.

1.38     Retirement

         "Retirement" shall mean Normal or Early Retirement.

1.39     Rule 16b-3

         "Rule 16b-3" shall mean Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.

1.40     Secretary

         "Secretary" shall mean the Secretary of the Company.

1.41     Section 162(m) Exemption

         "Section 162(m) Exemption" shall mean the exemption from the limitation
on deductibility imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(C) of the Code.

1.42     Stock Appreciation Right

         "Stock Appreciation Right" shall mean a stock appreciation right
granted under this Plan.

1.43     Stock Payment

         "Stock Payment" shall mean shares of Common Stock, or stock units (each
of which represents one hypothetical share of Common Stock to be paid to
Employee on a deferred basis), delivered or credited to an Employee in
satisfaction of an obligation to pay cash compensation that such Employee has
earned, whether on a current or a deferred basis, and whether at the Company's
election or the Employee's election, which shares of Common Stock have a fair
market value on the date the Stock Payment is awarded equal to the amount of
such compensation."

1.44     Subsidiary

         "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing

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33 percent or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain, as well as partnerships and limited
liability companies, in which the Company holds a 33 percent or more interest.

1.45     Termination of Employment

         "Termination of Employment" of an Awardee shall mean the termination of
the employee-employer relationship between the Awardee and the Company or a
Subsidiary for any reason, including a termination by resignation, discharge,
death, Disability or Retirement; but excluding (a) terminations where there is a
simultaneous reemployment or continuing employment by the Company or a
Subsidiary and (b) temporary absences from employment because of illness,
vacation or leave of absence and transfers among the Company and Subsidiaries.
In addition, an Awardee employed by a Subsidiary shall be deemed to incur a
Termination of Employment upon a Disaffiliation of that Subsidiary, unless the
Awardee immediately thereafter becomes or remains an Employee of the Company or
one of its continuing Subsidiaries. The Committee, in its discretion, shall
determine the effect of all other matters and questions relating to Termination
of Employment.

1.46     Gender and Number

         "Gender and Number" Wherever the masculine gender is used it shall
include the feminine and neuter, and wherever a singular pronoun is used it
shall include the plural, unless the context clearly indicates otherwise.

ARTICLE 2         SHARES SUBJECT TO PLAN

2.1      Shares Subject to Plan

         As of December 31, 2002, there were reserved for issuance, upon the
exercise of Options or other Awards granted under the Plan 1,349,813, shares of
Common Stock of the Company; as of December 31, 2002, there were 965,587 shares
available for future Awards under the Plan. As of the Effective Date, as defined
in Article 12.13 below, the aggregate number of shares deliverable pursuant to
Awards shall be increased by 3,500,000 for a total of 5,815,400 shares. Shares
of Common Stock issued under the Plan may be authorized and unissued shares,
previously outstanding shares held as treasury shares, or treasury shares that
have been transferred to and held in a grantor trust of the Company.

2.2      Unexercised Options and Other Rights

         If any Option, or other right to acquire shares of Common Stock under
any other Award expires or is cancelled without having been fully exercised, the
number of shares subject to such Option or other right, but as to which such
Option or other right was not exercised prior to its expiration or cancellation,
may again be optioned, granted or awarded hereunder, subject to the limitations
of Article 2.1.

ARTICLE 3         GRANTING OF OPTIONS

3.1      Eligibility

         Options may be granted to Employees of the Company or of a Subsidiary.

3.2      Granting of Options

         The Committee shall from time to time, in its discretion:

                  (i) Select the Employees who will be granted Options;

                  (ii) Determine the number of shares to be subject to such
         Options granted to the selected Employees; provided, however, that no
         Employee shall be granted Options covering in excess of 400,000 shares
         during any calendar year; and

                  (iii) Determine the terms and conditions of such Options,
         consistent with this Plan (including whether they are Incentive Stock
         Options or Non-Qualified Stock Options).

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ARTICLE 4         TERMS OF OPTIONS

4.1      Option Agreement

         Each Option and the terms and conditions thereof shall be evidenced by
an Award Agreement, which shall be executed by the Optionee and an authorized
officer of the Company. Upon grant of an Option, the Committee shall instruct
the Secretary to issue an Award Agreement evidencing such Option, and to deliver
such Award Agreement to the Optionee.

4.2      Option Price

         The exercise price per share of the shares subject to each Option shall
be not less than 100% of the Fair Market Value of a share of Common Stock on the
date the Option is granted. Once Options are granted, they may not be repriced,
and this Article 4.2 may not be amended without the consent of the stockholders.

4.3      Option Term

         The term of an Option shall be set by the Committee in its discretion.
The last day of the term of the Option shall be the Option's "Expiration Date."

4.4      Option Vesting

         (a) The period during which the right to exercise an Option in whole or
in part vests in the Optionee shall be set by the Committee, and the Committee
may determine that an Option may not be exercised in whole or in part for a
specified period after it is granted. At any time after grant of an Option the
Committee may, in its sole discretion and subject to whatever terms and
conditions it selects, accelerate the period during which an Option vests or
extend the period during which it may be exercised (but not beyond the
Expiration Date thereof).

         (b) No portion of an Option, which is unexercisable at Termination of
Employment, shall thereafter become exercisable.

4.5      Exercise of Options after Termination of Employment

         (a)      Termination by Death. Unless otherwise determined by the
Committee, if an Optionee has a Termination of Employment by reason of the
Optionee's death, any Option held by such Optionee may thereafter be exercised
by the Optionee's Beneficiaries, to the extent then exercisable, or on such
accelerated basis as the Committee may determine, for a period of 12 months (or
such other period as the Committee may specify in the applicable Award
Agreement) from the date of such death or until the Expiration Date thereof,
whichever period is the shorter.

         (b) Termination by Reason of Disability. Unless otherwise determined by
the Committee, if an Optionee has a Termination of Employment by reason of the
Optionee's Disability, any Option held by such Optionee may thereafter be
exercised by the Optionee, to the extent it was exercisable immediately before
the Termination of Employment, or on such accelerated basis as the Committee may
determine, for a period of three years (or such shorter period as the Committee
may specify in the applicable Award Agreement) from the date of such Termination
of Employment or until the Expiration Date thereof, whichever period is the
shorter; provided, however, that if the Optionee dies within such period, any
unexercised Stock Option held by such Optionee shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of 12 months from the date of
such death or until the Expiration Date thereof, whichever period is the
shorter.

         (d) Termination by Reason of Retirement. Unless otherwise determined by
the Committee in an Award Agreement, if an Optionee has a Termination of
Employment by reason of the Optionee's Retirement, any Option held by such
Optionee may thereafter be exercised by the Optionee, to the extent it was
exercisable at the time of such Retirement, or on such accelerated basis as the
Committee may determine, as follows: (i) if the Optionee has been before such
Retirement, the CEO or the COO, for the period ending on the Expiration Date of
such Option; (ii) if the Optionee has been before such Retirement, a participant
in the Company's Long Term Incentive Program or any successor thereto, other
than the CEO or the COO, for the period ending on the earlier of the fifth
anniversary of such Retirement or the Expiration Date of such Option; and (iii)
in all other cases, for a

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period ending on the earlier of the third anniversary of such Retirement or the
Expiration Date of such Stock Option; provided, however, that if the Optionee
dies within such period any unexercised Option held by such Optionee shall,
notwithstanding the expiration of such period, continue to be exercisable to the
extent to which it was exercisable at the time of death for a period of 12
months from the date of such death or until the Expiration Date of such Option,
whichever period is the shorter.

         (e) Other Termination. Unless otherwise determined by the Committee:
(i) if an Optionee incurs a Termination of Employment for Cause, all Options
held by such Optionee shall thereupon terminate; and (ii) if an Optionee incurs
a Termination of Employment for any reason other than death, Disability or
Retirement or for Cause, any Stock Option held by such Optionee, to the extent
then exercisable, or on such accelerated basis as the Committee may determine,
may be exercised for the lesser of 6 months from the date of such Termination of
Employment or until the Expiration Date of such Stock Option; provided, however,
that if the Optionee dies within such period, any unexercised Stock Option held
by such Optionee shall, notwithstanding the expiration of such period, continue
to be exercisable to the extent to which it was exercisable at the time of death
for a period of 12 months from the date of such death or until the Expiration
Date of such Stock Option, whichever period is the shorter.

         (f) Transferability of Stock Options. No Option shall be transferable
by the Optionee other than (i) by designation of a Beneficiary, by will or by
the laws of descent and distribution, or (ii) as otherwise expressly permitted
under the applicable Award Agreement including, if so permitted, pursuant to a
gift to such Optionee's family, whether directly or indirectly or by means of a
trust or partnership or otherwise. All Options shall be exercisable, subject to
the terms of this Plan, only by the Optionee, by the guardian or legal
representative of the Optionee if the Optionee is incapacitated, by the
Optionee's Beneficiaries, legal representative or heirs after the Optionee's
death, or any person to whom such option is transferred pursuant to clause (ii)
of the preceding sentence.

         (g) Cashing Out of Stock Option. On receipt of written notice of
exercise, the Committee may elect to cash out all or part of the portion of the
shares of Common Stock for which a Stock Option is being exercised by paying the
Optionee an amount, in cash or Common Stock, equal to the excess of the Fair
Market Value of the Common Stock over the option price times the number of
shares of Common Stock for which the Option is being exercised on the effective
date of such cash-out.

ARTICLE 5         EXERCISE OF OPTIONS

5.1      Partial Exercise

         An Option may be exercised in whole or in part at any time after it has
become vested and exercisable and before its Expiration Date, subject to Article
4. However, an Option shall not be exercisable with respect to fractional shares
and the Committee may impose a minimum number of shares for which a partial
exercise will be permitted.

5.2      Manner of Exercise

         All or a portion of an exercisable Option may be exercised upon
delivery to the Secretary or his office of all of the following:

         (a) A written notice complying with the applicable rules established by
the Committee or the Company, stating that the Option, or a portion thereof, is
being exercised, and signed by the Optionee or other person then entitled to
exercise the Option or such portion;

         (b) Full payment for the shares and taxes described in Article 12.7
with respect to which the Option, or portion thereof, is exercised in whole or
in part by (i) cash; (ii) certified or bank check or such other instrument as
the Company may accept; (iii) delivery (either by surrender of the shares or by
attestation) of shares unrestricted Common Stock already owned by the Optionee
of the same class as the Common Stock subject to the Stock Option (based on the
Fair Market Value of the Common Stock on the date the Stock Option is
exercised); provided, however, that such already-owned shares either were
acquired by the Optionee in an open-market transaction or have been held by the
Optionee for at least six months at the time of exercise; (iv) if permitted by
the Committee, the

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surrender of shares of Common Stock then issuable upon exercise of the Option;
or (v) if permitted by the Committee, by delivering a properly executed exercise
notice to the Company, together with a copy of irrevocable instructions to a
broker acceptable to the Company to deliver promptly to the Company the amount
of sale or loan proceeds necessary to pay the option price, and, if requested,
by the amount of any federal, state, local or foreign withholding taxes.

         (c) In the event that the Option shall be exercised by any person or
persons other than the Optionee, appropriate proof of the right of such person
or persons to exercise the Option.

ARTICLE 6         STOCK APPRECIATION RIGHTS

6.1      Grant and Exercise

         (a) Stock Appreciation Rights may be granted in conjunction with all or
part of any Option granted under the Plan, either at or after the time of grant
of such Option. A Stock Appreciation Right shall terminate and no longer be
exercisable upon the termination or exercise of the related Option.

         (b) A Stock Appreciation Right may be exercised by an Optionee in
accordance with Article 6.2(b) by surrendering the applicable portion of the
related Option in accordance with procedures established by the Committee. Upon
such exercise and surrender, the Optionee shall be entitled to receive an amount
determined in the manner prescribed in Article 6.2(b). Options that have been so
surrendered shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.

6.2      Terms and Conditions

         Stock Appreciation Rights shall be subject to such terms and conditions
as shall be determined by the Committee, including the following:

         (a) Stock Appreciation Rights shall be exercisable only at such time or
times and to the extent that the Options to which they relate are exercisable in
accordance with the provisions of the Plan.

         (b) Upon the exercise of a Stock Appreciation Right, an Optionee
shall be entitled to receive an amount in cash, shares of Common Stock or both,
in value equal to the excess of the Fair Market Value of one share of Common
Stock over the option price per share specified in the related Option multiplied
by the number of shares in respect of which the Stock Appreciation Right shall
have been exercised, with the Committee having the right to determine the form
of payment.

         (c) Stock Appreciation Rights shall be transferable only to permitted
transferees of the underlying Option in accordance with the provisions of the
Plan.

ARTICLE 7         RESTRICTED STOCK AND RESTRICTED STOCK UNITS

7.1      Administration

         Shares of Restricted Stock and Awards of Restricted Stock Units may be
awarded either alone or in addition to other Awards granted under the Plan. The
Committee shall determine the Employees to whom and the time or times at which
grants of Restricted Stock and Restricted Stock Units will be awarded, the
number of shares to be awarded to any Awardee, the conditions for vesting, the
time or times within which such Awards may be subject to forfeiture and any
other terms and conditions of the Awards, in addition to those contained in
Article 7.3. The total number of shares of Restricted Stock and the total number
of shares represented by Restricted Stock Units granted under the Plan shall not
exceed 100,000.

7.2      Awards and Certificates

         (a) Shares of Restricted Stock shall be evidenced in such manner, as
the Committee may deem appropriate, including book-entry registration or
issuance of one or more stock certificates. Any certificate issued in respect of
shares of Restricted Stock shall be registered in the name of such Awardee and
shall bear an appropriate

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legend referring to the terms, conditions, and restrictions applicable to such
Award, substantially in the following form:

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of the Avery Dennison Corporation Employee Stock Option and
         Incentive Plan and an Award Agreement. Copies of such Plan and
         Agreement are on file at the offices of Avery Dennison Corporation, 150
         North Orange Grove Boulevard, Pasadena, CA 91103."

The Committee may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock, the Awardee shall have
delivered a stock power, endorsed in blank, relating to the Common Stock covered
by such Award.

         (b) Restricted Stock Units shall represent the right to receive, at a
specified time or times, either a specified number of shares of Common Stock, or
a cash payment equal to the Fair Market Value of a specified number of shares of
Common Stock, as the Committee shall determine.

7.3      Terms and Conditions

         The terms and conditions of an Award of Restricted Stock or Restricted
Stock Units as established by the Committee shall be set forth in an Award
Agreement, including the following:

         (a) The Committee may, in connection with the grant, designate an Award
of Restricted Stock or Restricted Stock Units as a Qualified Performance-Based
Award, in which event it shall condition the grant or vesting (generally, during
a period of three years), as applicable, of such Award upon the attainment of
Performance Goals. If the Committee does not designate an Award of Restricted
Stock or Restricted Stock Units as a Qualified Performance-Based Award, it may
also condition the grant or vesting thereof upon the attainment of Performance
Goals. Regardless of whether an Award of Restricted Stock or Restricted Stock
Units is a Qualified Performance-Based Award, the Committee may also condition
the grant or vesting thereof upon the continued service of the Awardee. The
conditions for grant or vesting and the other provisions of Awards of Restricted
Stock or Restricted Stock Units (including any applicable Performance Goals)
need not be the same with respect to each Awardee. The Committee may at any
time, in its sole discretion, accelerate or waive, in whole or in part, any of
the foregoing restrictions; provided, however, that in the case of an Award that
is a Qualified Performance-Based Award, the applicable Performance Goals have
been satisfied. The total number of shares represented by Qualified Performance
Based Award granted under the Plan shall not exceed 100,000.

         (b) Subject to the provisions of the Plan and the applicable Award
Agreement, during the period, if any, set by the Committee, commencing with the
date of such Award for which such Awardee's continued service is required (the
"Restriction Period"), and until the later of (i) the expiration of the
Restriction Period and (ii) the date the applicable Performance Goals (if any)
are satisfied, the Awardee shall not be permitted to sell, assign, transfer,
pledge or otherwise encumber shares of Restricted Stock or an Award of
Restricted Stock Units; provided that the foregoing shall not prevent an Awardee
from pledging Restricted Stock as security for a loan, the sole purpose of which
is to provide funds to pay the option price for Stock Options.

         (c) Except as provided in this paragraph (c) and Articles 7.3(a) and
7.3(b) and the applicable Award Agreement, the Awardee shall have, with respect
to shares of Restricted Stock (but not Restricted Stock Units), all of the
rights of a stockholder of the Company holding the class or series of Common
Stock that is the subject of the Restricted Stock, including, if applicable, the
right to vote the shares and the right to receive any cash dividends. Unless
otherwise determined by the Committee and subject to the next sentence, (A) cash
dividends on the class or series of Common Stock that are the subject of the
Award of Restricted Stock or Restricted Stock Units shall be automatically
deferred and reinvested in additional Restricted Stock or Restricted Stock
Units, as applicable, held subject to the vesting of the underlying Award, and
(B) dividends payable in Common Stock shall be paid in the form of additional
Restricted Stock or Restricted Stock Units, as applicable, held subject to the
vesting of the underlying Award. Notwithstanding the foregoing or any provision
of an Award Agreement, reinvestment of dividends in additional Restricted Stock
or Restricted Stock Units shall only be permissible if sufficient shares of
Common Stock are available under the Plan for such reinvestment (taking into
account then outstanding Awards).

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         (d) Except to the extent otherwise provided in the applicable Award
Agreement and Articles 7.3(a), 7.3(b), 7.3(e) and 10.1(b), upon an Awardee's
Termination of Employment for any reason during the Restriction Period or before
the applicable Performance Goals are satisfied, all shares of Restricted Stock
and all Restricted Stock Units still subject to restriction shall be forfeited
by the Awardee.

         (e) Except to the extent otherwise provided in Article 10.1(b), in the
event an of an Awardee's Retirement or involuntary Termination of Employment
other than for Cause, the Committee shall have the discretion to waive, in whole
or in part, any or all remaining restrictions (other than, in the case of
Restricted Stock with respect to which an Awardee is a Covered Employee,
satisfaction of the applicable Performance Goals unless the Termination of
Employment was by reason of the Awardee's death or Disability) with respect to
any or all of such Awardee's shares of Restricted Stock.

         (f) If and when any applicable Performance Goals are satisfied and the
Restriction Period expires without a prior forfeiture of the Restricted Stock,
unlegended certificates for such shares shall be delivered to the Awardee upon
surrender of the legended certificates.

ARTICLE 8         PERFORMANCE UNITS

8.1      Administration

         Performance Units may be awarded either alone or in addition to other
Awards granted under the Plan. The Committee shall determine the Employees to
whom and the time or times at which Performance Units shall be awarded, the
number of Performance Units to be awarded to any Awardee (subject to the
aggregate limit on grants to individual Awardees set forth in Article 3), the
duration of the Award Cycle and any other terms and conditions of the Award, in
addition to those contained in Article 8.2.

8.2      Terms and Conditions

         The terms and conditions of Performance Units as established by the
Committee shall be set forth in an Award Agreement, including the following:

         (a) The Committee may, prior to or at the time of the grant, designate
Performance Units as Qualified Performance-Based Awards, in which event it shall
condition the settlement thereof upon the attainment of Performance Goals. If
the Committee does not designate Performance Units as Performance-Based Awards,
it may also condition the settlement thereof upon the attainment of Performance
Goals. Regardless of whether Performance Units are Qualified Performance-Based
Awards, the Committee may also condition the settlement thereof upon the
continued service of the Awardee. The provisions of such Awards (including any
applicable Performance Goals) need not be the same with respect to each Awardee.
Subject to the provisions of the Plan and the applicable Award Agreement,
Performance Units may not be sold, assigned, transferred, pledged or otherwise
encumbered during the Award Cycle.

         (b) Except to the extent otherwise provided in the applicable Award
Agreement and Articles 8.2(c) and 10.1(c), upon an Awardee's Termination of
Employment for any reason during the Award Cycle or before any applicable
Performance Goals are satisfied, all rights to receive cash or stock in
settlement of the Performance Units shall be forfeited by the Awardee.

         (c) Except to the extent otherwise provided in Article 10.1(c), in the
event of an Awardee's Termination of Employment for any reason other than

Cause, the Committee shall have the discretion to waive, in whole or in part,
any or all remaining payment limitations and other restrictions applicable to
any or all of such Awardee's Performance Units; provided, that in the case of
Performance Units that are Qualified Performance-Based Awards, the applicable
Performance Goals are satisfied unless the Awardee's Termination of Employment
occurred by reason of the Awardee's death or Disability).

         (d) At the expiration of the Award Cycle, the Committee shall evaluate
the Company's performance in light of any Performance Goals for such Award, and
shall determine the number of Performance Units granted to the

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<PAGE>

Awardee which have been earned, and the Committee shall then cause to be
delivered (i) a number of shares of Common Stock equal to the number of
Performance Units determined by the Committee to have been earned, or (ii) cash
equal to the Fair Market Value of such number of shares of Common Stock to the
Awardee, as the Committee shall elect.

ARTICLE 9         STOCK PAYMENTS; DIVIDEND EQUIVALENTS

9.1      Stock Payments

         Stock Payments may be made under this Plan either alone or in
conjunction with any other Award, on such terms and conditions as the Committee
may determine.

9.2      Dividend Equivalents

         Dividend Equivalents may be granted under this Plan either alone or in
conjunction with any other Award. Dividend Equivalents shall represent the right
to receive cash payments, shares of Common Stock, or a combination thereof,
having a value equal to the dividends declared on Common Stock during a
specified period, and subject to such other terms and conditions as the
Committee shall determine.

ARTICLE 10        CHANGE IN CONTROL PROVISIONS

10.1     Impact of Event

         Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change in Control:

         (a) Any Options and Stock Appreciation Rights outstanding as of the
date such Change in Control is determined to have occurred, and which are not
then exercisable and vested, shall become fully exercisable and vested, and
shall remain exercisable until their Expiration Date notwithstanding any
Termination of Employment of the relevant Optionee other than a Termination of
Employment for Cause.

         (b) The restrictions and deferral limitations applicable to any
Restricted Stock or Restricted Stock Units shall lapse, and such Restricted
Stock or Restricted Stock Units shall become free of all restrictions and become
fully vested and transferable.

         (c) All Performance Units shall be considered to be earned and payable
in full, and any deferral or other restriction shall lapse and such Performance
Units shall be settled in cash as promptly as is practicable.

         (d) Any restrictions or deferral or forfeiture limitations applicable
to any Stock Payment or Dividend Equivalents shall lapse.

10.2     Definition of Change in Control

         For purposes of the Plan, a "Change in Control" shall mean the
happening of any of the following events:

         (a) An acquisition by any individual, entity or group (within the
meaning of Article 13.4(a) or 14.4(b) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); excluding, however, the following: (A) any
acquisition directly from the Company, other than an acquisition by virtue of
the exercise of a conversion privilege unless the security being so converted
was itself acquired directly from the Company, (B) any acquisition by the
Company, (C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company, or (D) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subsection (c) of this
Article 10.2; or

         (b) A change in the composition of the Board such that the individuals
who, as of the effective date of

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<PAGE>

the Plan, constitute the Board (such Board shall be hereinafter referred to as
the "Incumbent Board") cease for any reason to constitute at least a majority of
the Board; provided, however, for purposes of this Article 10.2, that any
individual who becomes a member of the Board subsequent to the effective date of
the Plan, whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of those individuals
who are members of the Board and who were also members of the Incumbent Board
(or deemed to be such pursuant to this proviso) shall be considered as though
such individual were a member of the Incumbent Board; but, provided further,
that any such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board shall not be so considered as a member of the
Incumbent Board; or

         (c) The consummation of a reorganization, merger or consolidation or
sale involving the Company or a disposition of all or substantially all of the
assets of the Company ("Corporate Transaction"); excluding however, such a
Corporate Transaction pursuant to which (i) all or substantially all of the
individuals and entities who are the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction will beneficially own, directly
or indirectly, more than 60% of, respectively, the outstanding shares of common
stock, and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Corporate Transaction (including a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (ii)
no Person (other than the Company, any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Corporate Transaction)
will beneficially own, directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of
directors except to the extent that such ownership existed prior to the
Corporate Transaction, and (iii) individuals who were members of the Incumbent
Board will constitute at least a majority of the members of the board of
directors of the corporation resulting from such Corporate Transaction; or

         (d) The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

ARTICLE 11        ADMINISTRATION

11.1     Committee

         The Plan shall be administered by the Compensation and Executive
Personnel Committee of the Board or such other committee of the Board, as may
from time to be selected by the Board.

11.2     Powers of Committee

         (a) The Committee shall have the authority to conduct the general
administration of this Plan in accordance with its provisions. The Committee
shall have the power to make Awards and set the terms and conditions for such
Awards (including the option price, any vesting condition, restriction or
limitation (which may be related to the performance of the Awardee, the Company
or any Subsidiary) and any vesting acceleration or forfeiture waiver regarding
any Award and the shares of Common Stock relating thereto, based on such factors
as the Committee shall determine; to modify, amend or adjust the terms and
conditions of any Award, at any time or from time to time, including Performance
Goals; provided, however, that the Committee may not adjust upwards the amount
payable with respect to a Qualified Performance-Based Award or waive or alter
the Performance Goals associated therewith except as specifically permitted by
the Plan; to determine to what extent and under what circumstances Common Stock
and other amounts payable with respect to an Award shall be deferred; and to
determine under what circumstances an Award may be settled in cash or Common
Stock under Articles 5, 6, 8 and 9, as applicable. The Committee shall have the
power to interpret this Plan and the Awards made hereunder, to adopt such rules
and procedures for the administration, interpretation, and application of this
Plan as are consistent

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<PAGE>

therewith, and to interpret, amend or revoke any such rules and procedures. Any
Award under this Plan need not be the same with respect to each Awardee.

         (b) Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award shall
be made in the sole discretion of the Committee or such delegate at the time of
the grant of the Award or, unless in contravention of any express term of the
Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company, Awardees and
Beneficiaries.

11.3     Action by Committee

         (a) The Committee shall act by a majority of its members in office. The
Committee may act either by vote at a meeting, or by a memorandum or other
written instrument signed by a majority of the Committee. The Committee may
delegate to (i) the CEO the authority to make decisions pursuant to, and
interpretations of, the Plan (provided that no such delegation may be made that
would cause Awards or other transactions under the Plan to cease to be exempt
from Section 16(b) of the Exchange Act or cause Qualified Performance-Based
Awards to fail to qualify for the Section 162(m) exemption), including the
authority to grant Awards to any Employee who is not an "officer" of the Company
(within the meaning of Rule 16a-1(f) promulgated under the Exchange Act, as
amended), subject to any limitations the Committee may impose, and (ii) the CEO
or Secretary, or both, or any or all of the administrative and interpretive
duties and authority of the Committee under the Plan.

         (b) Any authority granted to the Committee under this Plan may also be
exercised by the full Board, except to the extent that the grant or exercise of
such authority would cause any Award designated as a Qualified Performance-Based
Award not to qualify for, or to cease to qualify for, the Section 162(m)
Exemption. To the extent that any permitted action taken by the Board conflicts
with action taken by the Committee, the Board action shall control.

11.4     Compensation; Professional Assistance; Good Faith Actions

         Expenses and liabilities which members of the Committee incur in
connection with the administration of this Plan shall be borne by the Company.
The Committee may employ attorneys, consultants, accountants, appraisers,
brokers, or other persons. The Committee, the Company, and its officers and
Directors shall be entitled to rely upon the advice, opinions or valuations of
any such persons. All actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and binding upon all Awardees
and Beneficiaries, the Company, and all other interested persons. No members of
the Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to this Plan, any Option, any
Stock Appreciation Right, any Performance Award, any Dividend Equivalent, any
Stock Payment, or any Restricted Stock, and all members of the Committee shall
be fully protected by the Company in respect of any such action, determination
or interpretation.

ARTICLE 12        MISCELLANEOUS PROVISIONS

12.1     Not Transferable

         Except as specifically provided in the Plan with respect to Options and
Stock Appreciation Rights, as provided in Article 12.8 regarding designation of
Beneficiaries, and as may be otherwise provided in the applicable Award
Agreement: (i) Awards may not be sold, pledged, assigned, or transferred in any
manner other than by will or the laws of descent and distribution; (ii) no Award
or interest or right therein shall be subject to the debts, contracts or
engagements of the Awardee or his Beneficiaries and successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy); and (iii)
any attempted disposition of an Award shall be null and void and of no effect.

12.2     Unfunded Status of Plan

         It is presently intended that the Plan constitutes an "unfunded" plan
for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations

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<PAGE>

created under the Plan to deliver Common Stock or make payments; provided,
however, that unless the Committee otherwise determines, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of the
Plan.

12.3     General Provisions

         (a) The Committee may require each person purchasing or receiving
shares of Common Stock pursuant to an Award, as a condition to delivery of such
shares, to represent to and agree with the Company in writing that such person
is acquiring the shares without a view to the distribution thereof and to
provide such other representations and such documents as the Committee, in its
absolute discretion, deems necessary or appropriate to effect compliance with
all applicable laws. Such shares may be delivered in by book entry or in
certificate form, with such legends or other notations as the Committee deems
appropriate to reflect any restrictions on transfer.

         (b) Notwithstanding any other provision of the Plan or any Award
Agreement, the Company shall not be required to issue or deliver any shares of
Common Stock under the Plan prior to fulfillment of all of the following
conditions:

                  (i) Listing or approval for listing upon notice of issuance,
         of such shares on the New York Stock Exchange, Inc., or such other
         securities exchange as may at the time be the principal market for the
         Common Stock;

                  (ii) Any registration or other qualification of such shares of
         the Company under any state or federal law or regulation, or the
         maintaining in effect of any such registration or other qualification
         which the Committee shall, in its absolute discretion upon the advice
         of counsel, deem necessary or advisable;

                  (iii) Obtaining any other consent, approval, or permit from
         any state or federal governmental agency, which the Committee shall, in
         its absolute discretion after receiving the advice of counsel,
         determine to be necessary or advisable;

                  (iv) The lapse of such reasonable period of time following the
         exercise of an Option or Stock Appreciation Right or the vesting or
         other event that results in the settlement of an Award, as the
         Committee may establish from time to time for reasons of administrative
         convenience; and

                  (v) The receipt by the Company of full payment (if any) for
         such shares and the satisfaction of any tax withholding obligations
         relating thereto.

An Awardee shall not be, nor have any of the rights or privileges of, a
stockholder of the Company in respect of any shares of Common Stock that may
become deliverable pursuant to an Award unless and until such shares have been
delivered to the Awardee.

         (c) In the event an Award is granted to an Employee who is employed
outside the United States and who is not compensated from a payroll maintained
in the United States, the Committee may, in its discretion, modify the
provisions of the Plan as they pertain to such Award or Awardee to comply with
applicable foreign law, and/or related regulations or requirements.

         (d) The Committee may (but need not) establish rules under which
Awardees may be permittd to elect to defer receipt of cash or shares in
settlement of Restricted Stock Units or Performance Units for a specified period
or until a specified event, either under an existing plan of the Company or
otherwise.

12.4     Amendment, Suspension, or Termination of this Plan
         The Board may amend, suspend or terminate the Plan at any time [prior
to a Change of Control], but no such amendment, suspension or termination shall
impair the rights of Awardees under Awards previously granted without the
Awardee's consent. In addition, no such amendment shall be made without the
approval of the Company's stockholders to the extent such approval is required
by applicable law or the rules of any exchange on which the Common Shares are
then listed.

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<PAGE>

         The Committee may amend the terms of any Award after it is granted,
prospectively or retroactively, but no such amendment shall reprice an option,
cause a Qualified Performance-Based Award to cease to qualify for the Section
162(m) Exemption or impair the rights of the Awardee without the Awardee's
consent.

12.5     Adjustments upon Changes in Common Stock

         In the event of a stock dividend, stock split, reverse stock split,
share combination, recapitalization, merger, consolidation, acquisition of
property or shares, separation, spinoff, reorganization, stock rights offering,
liquidation, Disaffiliation of a Subsidiary or similar event, the Committee
shall make such adjustments (if any) as it deems appropriate and equitable, in
its discretion, to the following:

         (a) the aggregate number of shares of Common Stock available under
         Article 2.1 and Article 7.1, and the limits on grants of Options under
         Article 3.2 and grants of Qualifying Performance-Based Awards under
         Articles 7 and 8; (b) the number of shares of Common Stock covered by
         outstanding Awards; (c) the option price of outstanding Options, and
         (d) such other adjustments to outstanding Awards as the Committee may
         determine to be appropriate and equitable;

Such adjustments may include, without limitation, (i) the cancellation of
outstanding Awards in exchange for payments of cash, property or a combination
thereof having an aggregate value equal to the value of such Awards, as
determined by the Committee in its sole discretion, (ii) the substitution of
other property (including, without limitation, other securities) for the Stock
covered by outstanding Awards, and (iii) in connection with any Disaffiliation
of a Subsidiary, arranging for the assumption, or replacement with new awards,
of Awards held by Awardees employed by the affected Subsidiary by the Subsidiary
or an entity that controls the Subsidiary following the Disaffiliation.

12.6     Approval of Plan by Stockholders

         This Plan, as amended and restated, was approved by the Board on
February 27, 2003, and will be submitted for the approval by the Company's
stockholders at the annual meeting of stockholders on April 24, 2003.

12.7     Tax Withholding

         No later than the date as of which an amount first becomes includible
in the gross income of an Awardee for federal income tax purposes with respect
to any Award under the Plan, such an Awardee shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Company, withholding
obligations may be settled with Common Stock, including Common Stock that is
part of the Award that gives rise to the withholding requirement; provided,
however, that not more than the legally required minimum withholding may be
settled with Common Stock. The obligations of the Company under the Plan shall
be conditional on such payment or arrangements, and the Company and its
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment otherwise due to such an Awardee. The Committee may
establish such procedures as it deems appropriate, including making irrevocable
elections, for the settlement of withholding obligations with Common Stock.

12.8     Beneficiaries

         The Committee or the Company shall establish such procedures as it
deems appropriate for Awardees to designate one or more persons (each, a
"Beneficiary") to whom any amounts payable under this Plan in the event of the
applicable Awardee's death are to be paid and/or by whom any rights of the
applicable Awardee's, after the Awardee's death, may be exercised. Designation,
revocation and redesignation of Beneficiaries must be made in writing in
accordance with procedures established by the Committee or the Company, and
shall be effective upon delivery to the Committee or the Company.

12.10    Effect of Plan

         The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the

                                       15

<PAGE>

Company or any Subsidiary. Nothing in this Plan shall be construed to limit the
right of the Company (a) to establish any other forms of incentives or
compensation for employees of the Company or any Subsidiary, or (b) to grant or
assume options or other rights otherwise than under this Plan in connection with
any proper corporate purpose, including the grant or assumption of options in
connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, firm or
association. Nothing in this Plan or in any Award Agreement shall confer upon
any Awardee any right to continue in the employ of the Company or any Subsidiary
or interfere with or restrict in any way the rights of the Company and the
Subsidiaries, which are hereby expressly reserved, to discharge any Awardee at
any time for any reason whatsoever, with or without Cause.

12.11    Titles

         Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Plan.

12.12    Governing Law

         This Plan and any Award Agreements hereunder shall be administered,
interpreted and enforced under the laws of the State of Delaware, without
reference to the principle of conflict of laws.

12.13    Effective Date

         This Plan, as amended and restated, shall be effective as of April 24,
2003, subject to the approval of stockholders of the Company as contemplated by
Article 12.6. This Plan was originally approved by stockholders on March 29,
1990.

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