Sample Business Contracts


1994 Stock Option Plan - ICN Pharmaceuticals Inc.



                      ICN PHARMACEUTICALS, INC.
                       1994 STOCK OPTION PLAN


  1. Purpose.

   The  purpose  of  the  Plan is to grant to certain  key  employees,
officers,  directors,  scientific  advisors  and  consultants  of  ICN
Pharmaceuticals, Inc., a Delaware corporation (hereinafter called  the
"Company"), or any Parent or Subsidiary of the Company, an opportunity
to  acquire the Shares in order to increase their proprietary interest
in  the Company and as an added incentive to remain in and advance  in
its  employment.  It is also the purpose of the Plan  to  advance  the
interests  of  the  Company and its stockholders by strengthening  the
Company's  ability to attract and retain those persons with  training,
experience and ability by encouraging such persons to become owners of
its stock.

  2. Definitions.

   For  purposes of the Plan, unless otherwise specified,  capitalized
terms shall have the following meanings:

      2.1 "Adjusted Fair Market Value" means, in the event of a Change
in  Control,  the greater of (i) the highest price per Share  paid  to
holders  of  the Shares in any transaction (or series of transactions)
constituting or resulting in a Change in Control or (ii)  the  highest
Fair  Market Value of a Share during the ninety (90) day period ending
on the date of a Change in Control.

      2.2  "Agreement" means the written agreement between the Company
and  an  Optionee evidencing the grant of an Option and setting  forth
the terms and conditions thereof.

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

      2.4  "Cause"  means  the  commission  of  an  act  of  fraud  or
intentional    misrepresentation   or   an   act   of    embezzlement,
misappropriation or conversion of assets of the Company, Parent or any
Subsidiary.

     2.5 "Change in Capitalization" means any increase or reduction in
the number of Shares, or any change (including, but not limited to,  a
change  in value) in the Shares, or exchange of Shares for a different
number or kind of shares or other securities of the Company, by reason
of   a   reclassification,  recapitalization,  merger,  consolidation,
reorganization, spin-off, split-up, issuance of warrants or rights  or
debentures,  stock dividend, stock split or reverse stock split,  cash
dividend,  property  dividend,  combination  or  exchange  of  shares,
repurchase of shares, change in corporate structure or otherwise.

      2.6  A "Change in Control" shall mean the occurrence during  the
term of the Plan of:

                          (i)    The  "acquisition"  by   any
              "Person"  (as  the  term  person  is  used  for
              purposes  of  Section 13(d)  or  14(d)  of  the
              Securities  Exchange Act of  1934,  as  amended
              (the "Exchange Act")) of "Beneficial Ownership"
              (within  the  meaning of Rule 13d-3 promulgated
              under  the  Exchange Act) of any securities  of
              the Company which generally entitles the holder
              thereof  the vote for the election of directors
              of the Company (the "Voting Securities") which,
              when   added  to  the  Voting  Securities  then
              "Beneficially  Owned"  by  such  person,  would
              result  in  such  Person "Beneficially  Owning"
              forty  percent  (40%) or more of  the  combined
              voting  power of the Company's then outstanding
              Voting Securities; provided, however, that  for
              purposes of this paragraph (i), a Person  shall
              not  be  deemed to have made an acquisition  of
              Voting Securities if such Person:  (a) acquires
              Voting Securities as a result of a stock split,
              stock dividend or other corporate restructuring
              in  which all stockholders of the class of such
              Voting  Securities are treated on  a  pro  rata
              basis;   (b)  acquires  the  Voting  Securities
              directly  from  the Company;  (c)  becomes  the
              Beneficial  Owner  of more than  the  permitted
              percentage  of Voting Securities  solely  as  a
              result  of the acquisition of Voting Securities
              by the Company which, by reducing the number of
              Voting  Securities outstanding,  increases  the
              proportional   number  of  shares  Beneficially
              Owned by such Person; (d) is the Company or any
              corporation or other Person of which a majority
              of its voting power or its equity securities or
              equity interest is owned directly or indirectly
              by  the  Company  (a  "Controlled  Entity")  or
              (e)  acquires  Voting Securities in  connection
              with a "Non-Control Transaction" (as defined in
              paragraph (iii) below); or

                        (ii)   The  individuals  who,  as  of
              November 10, 1994, are members of the Board  of
              Directors   of  the  Company  (the   "Incumbent
              Board"), cease for any reason to constitute  at
              least  two-thirds of the Board of Directors  of
              the  Company; provided, however, that if either
              the   election  of  any  new  director  or  the
              nomination for election of any new director  by
              the  Company's stockholders was approved  by  a
              vote  of  at least two-thirds of the  Incumbent
              Board, such new director shall be considered as
              a  member  of  the  Incumbent  Board;  provided
              further,  however, that no individual shall  be
              considered a member of the Incumbent  Board  if
              such  individual initially assumed office as  a
              result   of  either  an  actual  or  threatened
              "Election Contest" (as described in Rule 14a-11
              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  of  Directors (a  "Proxy  Contest")
              including  by reason of any agreement  intended
              to  avoid  or  settle any Election  Contest  or
              Proxy Contest; or

                      (iii)  Shareholder approval of:

                          (a)   A  merger,  consolidation  or
              reorganization   involving   the   Company   (a
              "Business Combination"), unless

                              (1)    the stockholders of  the
              Company,   immediately  before   the   Business
              Combination,   own,  directly   or   indirectly
              immediately following the Business Combination,
              at   least  fifty-one  percent  (51%)  of   the
              combined voting power of the outstanding voting
              securities  of  the corporation resulting  from
              the   Business   Combination  (the   "Surviving
              Corporation")   in   substantially   the   same
              proportion  as  their ownership of  the  Voting
              Securities  immediately  before  the   Business
              Combination, and

                              (2)    the individuals who were
              members  of  the  Incumbent  Board  immediately
              prior   to   the  execution  of  the  agreement
              providing    for   the   Business   Combination
              constitute  at least a majority of the  members
              of  the  Board  of Directors of  the  Surviving
              Corporation, and

                              (3)   no Person (other than the
              Company or any Controlled Entity, a trustee  or
              other fiduciary holding securities under one or
              more employee benefit plans or arrangements (or
              any trust forming a part thereof) maintained by
              the  Company, the Surviving Corporation or  any
              Controlled   Entity,   or   any   Person   who,
              immediately  prior to the Business Combination,
              had Beneficial Ownership of forty percent (40%)
              or   more   of  the  then  outstanding   Voting
              Securities) has Beneficial Ownership  of  forty
              percent  (40%)  or more of the combined  voting
              power  of  the  Surviving  Corporation's   then
              outstanding  voting securities  (a  transaction
              described  in  this subparagraph (a)  shall  be
              referred to as a "Non-Control Transaction");

                          (b)   A  complete  liquidation   or
              dissolution of the Company; or

                        (c)  The sale or other disposition of
              all  or substantially all of the assets of  the
              Company to any Person (other than a transfer to
              a Controlled Entity).

              Notwithstanding the foregoing, (x) a Change  in
              Control  shall  not be deemed to  occur  solely
              because forty percent (40%) or more of the then
              outstanding  Voting Securities is  Beneficially
              Owned  by  (A)  a  trustee or  other  fiduciary
              holding  securities under one or more  employee
              benefit  plans  or arrangements (or  any  trust
              forming  a  part  thereof)  maintained  by  the
              Company  or  any Controlled Entity or  (B)  any
              corporation  which, immediately  prior  to  its
              acquisition of such interest, is owned directly
              or   indirectly  by  the  stockholders  of  the
              Company   in  the  same  proportion  as   their
              ownership  of stock in the Company  immediately
              prior  to  such  acquisition;  and  (y)  if  an
              Eligible  Employee's employment  is  terminated
              and    the    Eligible   Employee    reasonably
              demonstrates that such termination (A)  was  at
              the  request of a third party who has indicated
              an   intention   or   taken  steps   reasonably
              calculated  to effect a Change in  Control  and
              who   effectuates  a  Change  in   Control   or
              (B)  otherwise occurred in connection with,  or
              in  anticipation of, a Change in Control  which
              actually occurs, then for all purposes  hereof,
              the date of a Change in Control with respect to
              the  Eligible  Employee  shall  mean  the  date
              immediately   prior  to  the   date   of   such
              termination of employment.

        2.7     "Code"  means the Internal Revenue  Code  of  1986,  as
amended.

       2.8      "Committee" means a committee consisting of  solely  at
least  two  (2) directors each of whom are Disinterested Directors  and
Outside Directors who are appointed by the Board to administer the Plan
and to perform the functions set forth herein.

        2.9      "Company"  means  ICN  Pharmaceuticals,  Inc.  or  any
successor thereto.

       2.10     "Director Option" means an Option granted  pursuant  to
Section 5.

       2.11     "Disability" means a physical or mental infirmity which
impairs  the  Optionee's ability to perform substantially  his  or  her
duties  for a period of one hundred eighty (180) days during any  three
hundred and sixty (360) day period.

       2.12    "Disinterested Director" means a director of the Company
who  is  "disinterested" within the meaning of  Rule  16b-3  under  the
Exchange Act.

       2.13    "Division" means any of the operating units or divisions
of the Company designated as a division by the Committee.

       2.14     "Eligible  Employee" means any  officer  or  other  key
employee or consultant or scientific advisor of the Company or a Parent
or  Subsidiary  designated  by the Committee  as  eligible  to  receive
Options subject to the conditions set forth herein.

       2.15     "Employee Option" means an Option granted  pursuant  to
Section 6.

      2.16    "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

      2.17           "Fair  Market  Value" on any date  means  (i)  the
closing  price  per  share  of the Company's  stock  on  the  principal
exchange  on  which the stock is listed, on such date (or  if  no  such
price  is reported on such date, such price as reported on the  nearest
preceding date on which such price is reported), (ii) if the  stock  is
not  listed  on an exchange, the bid price per share of  stock  at  the
close  of trading on such date or, (iii) if the stock is not listed  on
an  exchange or otherwise publicly traded on such date, the fair market
value  of  the  Company's stock as of such date as determined  in  good
faith by the Board.

       2.18    "Incentive Stock Option" means an Option satisfying  the
requirements of Section 422 of the Code and designated by the Committee
as an Incentive Stock Option.

       2.19     "Nonemployee Director" means a director of the  Company
who is not an employee of the Company or any Subsidiary.

       2.20    "Nonqualified Stock Option" means an Option which is not
an Incentive Stock Option.

       2.21    "Option" means a Employee Option, a Director Option,  or
either or both of them.

       2.22     "Optionee" means a person to whom an  Option  has  been
granted under the Plan.

      2.23    "Outside Director" means a director of the Company who is
an  "outside director" within the meaning of Section 162(m) of the Code
and the regulations promulgated thereunder.
       2.24     "Parent"  means  any  corporation  which  is  a  parent
corporation  (within the meaning of Section 424(e) of  the  Code)  with
respect to the Company.

       2.25     "Plan" means the ICN Pharmaceuticals, Inc.  1994  Stock
Option Plan, as it may be amended from time to time.

       2.26     "Pooling  Period"  means, with  respect  to  a  Pooling
Transaction, the period ending on the day after the first date on which
the  combined  entity resulting from the Pooling Transaction  publishes
thirty  days  of combined operating results or, if the  Board  makes  a
determination,  such  other period following  the  Pooling  Transaction
which the Board reasonably determines is appropriate in connection with
the  Pooling  Transaction as a means of qualifying for  and  preserving
"pooling of interests" accounting treatment.

      2.27          "Pooling Transaction" means an acquisition of or by
the  Company  in  a transaction which is intended to be  treated  as  a
"pooling of interests" under generally accepted accounting principles.

       2.28     "Shares"  means the common stock, par  value  $.01  per
share, of the Company.

       2.29    "Subsidiary" means any corporation which is a subsidiary
corporation  (within the meaning of Section 424(f) of  the  Code)  with
respect to the Company.

       2.30    "Successor Corporation" means a corporation, or a parent
or subsidiary thereof within the meaning of Section 424(a) of the Code,
which  issues  or  assumes a stock option in  a  transaction  to  which
Section 424(a) of the Code applies.

       2.31     "Ten-Percent  Stockholder" means an Eligible  Employee,
who,  at the time an Incentive Stock Option is to be granted to him  or
her,  owns (within the meaning of Section 422(b)(6) of the Code)  stock
possessing  more  than ten percent (10%) of the total  combined  voting
power  of  all  classes of stock of the Company, or of a  Parent  or  a
Subsidiary.

  3. Administration.

      3.1  The Plan shall be administered by the Committee which  shall
hold  meetings  at  such  times  as may be  necessary  for  the  proper
administration  of the Plan.  The Committee shall keep minutes  of  its
meetings.  A quorum shall consist of not less than two members  of  the
Committee  and  a majority of a quorum may authorize any  action.   Any
decision  or determination reduced to writing and signed by a  majority
of  all of the members of the Committee shall be as fully effective  as
if  made  by  a majority vote at a meeting duly called and held.   Each
member  of  the  Committee  shall be a Disinterested  Director  and  an
Outside  Director.  No member of the Committee shall be liable for  any
action,  failure to act, determination or interpretation made  in  good
faith  with  respect to this Plan or any transaction hereunder,  except
for  liability  arising from his or her own willful misfeasance,  gross
negligence  or  reckless disregard of his or her duties.   The  Company
hereby  agrees to indemnify each member of the Committee for all  costs
and  expenses  and,  to  the extent permitted by  applicable  law,  any
liability incurred in connection with defending against, responding to,
negotiation for the settlement of or otherwise dealing with any  claim,
cause  of action or dispute of any kind arising in connection with  any
actions  in  administering  this Plan  or  in  authorizing  or  denying
authorization to any transaction hereunder.

      3.2 Subject to the express terms and conditions set forth herein,
the Committee shall have the power from time to time to:

          (a)   determine  those individuals to whom  Employee  Options
shall  be  granted  under the Plan and the number  of  Incentive  Stock
Options  and/or  Nonqualified  Stock Options  to  be  granted  to  each
Eligible Employee and to prescribe the terms and conditions (which need
not be identical) of each Employee Option, including the purchase price
per  Share  subject to each Employee Option, and make any amendment  or
modification to any Agreement consistent with the terms of the Plan;

          (b)   to  construe  and interpret the Plan  and  the  Options
granted  thereunder  and  to  establish, amend  and  revoke  rules  and
regulations  for  the administration of the Plan,  including,  but  not
limited  to,  correcting  any  defect or  supplying  any  omission,  or
reconciling any inconsistency in the Plan or in any Agreement,  in  the
manner  and to the extent it shall deem necessary or advisable to  make
the  Plan fully effective, and all decisions and determinations by  the
Committee  in  the exercise of this power shall be final,  binding  and
conclusive  upon  the  Company,  the  Parent,  its  Subsidiaries,   the
Optionees and all other persons having any interest therein;

          (c)   to  determine the duration and purposes for  leaves  of
absence  which  may  be granted to an Optionee on an  individual  basis
without  constituting  a  termination  of  employment  or  service  for
purposes of the Plan;

         (d)  to exercise its discretion with respect to the powers and
rights granted to it as set forth in the Plan; and

          (e)   generally, to exercise such powers and to perform  such
acts as are deemed necessary or advisable to promote the best interests
of the Company with respect to the Plan.

  4. Stock Subject to the Plan.

      4.1 The maximum number of Shares that may be made the subject  of
Options  granted under the Plan is 3,000,000; provided,  however,  that
the  maximum  number of Shares that any Eligible Employee  may  receive
pursuant  to  the  Plan in respect of Options may not exceed  1,000,000
Shares.  Upon a Change in Capitalization, the maximum number of  Shares
shall  be  adjusted  in number and kind pursuant  to  Section  9.   The
Company  shall  reserve  for the purposes  of  the  Plan,  out  of  its
authorized  but unissued Shares or out of Shares held in the  Company's
treasury,  or  partly out of each, such number of Shares  as  shall  be
determined by the Board.

     4.2 Whenever any outstanding Option or portion thereof expires, is
canceled  or  is  otherwise  terminated  for  any  reason,  the  Shares
allocable to the canceled or otherwise terminated portion of the Option
may again be the subject of Options granted hereunder.

  5. Option Grants for Nonemployee Directors.

      5.1 Grant.  Subject to the availability of an adequate number  of
Shares  designated under the Plan, each Nonemployee Director  shall  be
granted  Director  Options  under the  Plan  automatically  on  a  non-
discretionary  basis  according to the  following  provisions  of  this
Section  5  and in accordance with the other provisions  of  the  Plan.
Nonemployee  Directors  shall not be granted  options  under  the  Plan
except  pursuant to this Section 5.  Director Options shall be  granted
automatically to Nonemployee Directors as follows:  (i) each person who
is  a Nonemployee Director on the date of adoption of the Plan shall be
granted an option to purchase 15,000 shares; (ii) each person who is  a
Nonemployee  Director  on the first business  day  following  the  1995
annual meeting of stockholders of the Company shall be granted on  such
date  an  option to purchase 15,000 Shares; and (iii) thereafter,  each
person  who  is  a  Nonemployee Director  on  the  first  business  day
following the day of a subsequent annual meeting of stockholders  shall
be  granted  on  such first business day an option to  purchase  15,000
Shares.

      5.2  Purchase  Price.  The purchase price for Shares  under  each
Director Option granted on the adoption date of the Plan shall  be  the
Fair  Market Value of such Shares on November 11, 1994, and under  each
Director  Option granted thereafter, 100% of the Fair Market  Value  of
such Shares on the date of grant.

      5.3  Vesting.   Subject to Sections 5.4 and  7.4,  each  Director
Option  shall  become exercisable with respect to  25%  of  the  Shares
subject  thereto on each of the first four anniversaries of  the  grant
date;  provided,  that the Optionee is a director as  of  the  relevant
anniversary.   If  an Optionee ceases to serve as a  director  for  any
reason,  the Optionee shall have no rights with respect to that portion
of  a  Director  Option  which  has not then  vested  pursuant  to  the
preceding  sentence and the Optionee shall automatically  forfeit  that
portion of the Director Option which remains unvested.

      5.4  Duration.  Each Director Option shall terminate on the  date
which  is  the  tenth anniversary of the grant date, unless  terminated
earlier as follows:

         (a)  If an Optionee's service as a director terminates for any
reason  other than Disability, death or Cause, the Optionee may  for  a
period  of three (3) months after such termination exercise his or  her
Option  to  the  extent, and only to the extent, that  such  Option  or
portion  thereof  was  vested  and  exercisable  as  of  the  date  the
Optionee's  service  as a director terminated,  after  which  time  the
Option shall automatically terminate in full.

          (b)   If  an  Optionee's service as a director terminates  by
reason  of Disability, the Optionee may, for a period of one  (1)  year
after  such termination, exercise his or her Option to the extent,  and
only to the extent, that such Option or portion thereof was vested  and
exercisable  as  of  the  date  the  Optionee's  service  as   director
terminated,  after which one year period the Option shall automatically
terminate in full.

          (c)   If  an Optionee's service as a director terminates  for
Cause,  the  Option granted to the Optionee hereunder shall immediately
terminate in full and no rights thereunder may be exercised.

          (d)  If an Optionee dies while a director or within three (3)
months  after  termination  of service as a director  as  described  in
clause  (a)  or  (b)  of this Section 5.4, the Option  granted  to  the
Optionee  may be exercised at any time within twelve (12) months  after
the Optionee's death by the person or persons to whom such rights under
the  Option  shall  pass  by  will,  or  by  the  laws  of  descent  or
distribution,  after  which time the Option shall  terminate  in  full;
provided,  however, that an Option may be exercised to the extent,  and
only  to the extent, that the Option or portion thereof was exercisable
on the date of termination of the Optionee's services as a director.

  6. Option Grants for Eligible Employees.

     6.1 Authority of Committee.  Subject to the provisions of the Plan
and  to  Section  4.1 above, the Committee shall have  full  and  final
authority  to select those Eligible Employees who will receive  Options
(each,  an "Employee Option"), which may be Incentive Stock Options  or
Nonqualified Stock Options, the terms and conditions of which shall  be
set  forth  in  an Agreement; provided, however, that no  person  shall
receive  any Incentive Stock Option unless he or she is an employee  of
the  Company, a Parent or a Subsidiary at the time the Incentive  Stock
Option is granted.

     6.2 Purchase Price.  The purchase price or the manner in which the
purchase  price  is  to be determined for Shares  under  each  Employee
Option  shall  be  determined by the Committee and  set  forth  in  the
Agreement,  provided  that  the purchase price  per  Share  under  each
Employee Option shall not be less than 100% of the Fair Market Value of
a Share on the date the Employee Option is granted (110% in the case of
an Incentive Stock Option granted to a Ten-Percent Stockholder).

     6.3 Maximum Duration.  Employee Options granted hereunder shall be
for  such  term  as  the Committee shall determine,  provided  that  an
Incentive Stock Option shall not be exercisable after the expiration of
ten  (10) years from the date it is granted (five (5) years in the case
of  an Incentive Stock Option granted to a Ten-Percent Stockholder) and
a  Nonqualified  Stock  Option  shall  not  be  exercisable  after  the
expiration  of  ten  (10)  years from the  date  it  is  granted.   The
Committee  may,  subsequent to the granting  of  any  Employee  Option,
extend  the term thereof but in no event shall the term as so  extended
exceed the maximum term provided for in the preceding sentence.

      6.4 Vesting.  Subject to Section 7.4 hereof, each Employee Option
shall become exercisable in such installments (which need not be equal)
and  at such times as may be designated by the Committee and set  forth
in  the  Agreement.   To the extent not exercised,  installments  shall
accumulate  and be exercisable, in whole or in part, at any time  after
becoming  exercisable, but not later than the date the Employee  Option
expires.   The  Committee  may accelerate  the  exercisability  of  any
Employee Option or portion thereof at any time.

      6.5  Modification  or Substitution.  The Committee  may,  in  its
discretion, modify outstanding Employee Options or accept the surrender
of outstanding Employee Options (to the extent not exercised) and grant
new  Options in substitution for them.  Notwithstanding the  foregoing,
no  modification of an Employee Option shall adversely alter or  impair
any  rights  or  obligations  under the  Employee  Option  without  the
Optionee's consent.

  7. Terms and Conditions Applicable to All Options.

      7.1  Non-transferability.  No Option granted hereunder  shall  be
transferable by the Optionee to whom granted otherwise than by will  or
the  laws  of  descent  and  distribution, or  as  otherwise  permitted
pursuant  to  Rule  16b-3, and an Option may be  exercised  during  the
lifetime  of such Optionee only by the Optionee or his or her  guardian
or  legal  representative.  The terms of such Option  shall  be  final,
binding    and   conclusive   upon   the   beneficiaries,    executors,
administrators, heirs and successors of the Optionee.

      7.2  Method of Exercise.  The exercise of an Option shall be made
only  by  a  written  notice delivered in person  or  by  mail  to  the
Secretary  of the Company at the Company's principal executive  office,
specifying  the  number of Shares to be purchased  and  accompanied  by
payment therefor and Withholding Taxes and otherwise in accordance with
the  Agreement pursuant to which the Option was granted.  The  purchase
price  for  any Shares purchased pursuant to the exercise of an  Option
shall be paid in full upon such exercise by any one or a combination of
the  following:   (i) cash or (ii) pursuant to such  rules  as  may  be
determined  by  the Committee, transferring Shares to the  Company,  or
(iii)  any  combination of the foregoing as may be  determined  by  the
Committee.   Until  such person has been issued the Shares  subject  to
such  exercise, he or she shall possess no rights as a stockholder with
respect  to such Shares.  Notwithstanding the foregoing, the  Committee
shall  have  discretion  to determine at the  time  of  grant  of  each
Employee Option or at any later date (up to and including the  date  of
exercise) the form of payment acceptable in respect of the exercise  of
such  Employee  Option and may establish cashless  exercise  procedures
which provide for the exercise of the Option and sale of the underlying
Share  by  a  designated  broker or dealer.  In  that  connection,  the
written   notice  pursuant  to  this  Section  7.2  may  also   provide
instructions  from  the Optionee to the Company that  upon  receipt  of
appropriate  instructions  from  the  Optionee's  broker   or   dealer,
designated as such on the written notice, the Company shall issue  such
Shares  directly  to  the  designated broker  or  dealer.   Any  Shares
transferred  to the Company as payment of the purchase price  under  an
Option  shall be valued at their Fair Market Value on the day preceding
the  date  of exercise of such Option.  If requested by the  Committee,
the  Optionee shall deliver the Agreement evidencing the Option to  the
Secretary of the Company who shall endorse thereon a notation  of  such
exercise  and  return  such Agreement to the Optionee.   No  fractional
Shares  (or cash in lieu thereof) shall be issued upon exercise  of  an
Option  and  the number of Shares that may be purchased  upon  exercise
shall be rounded to the nearest number of whole Shares.

      7.3  Rights  of Optionees.  No Optionee shall be deemed  for  any
purpose to be the owner of any Shares subject to any Option unless  and
until  (i)  the Option shall have been exercised pursuant to the  terms
thereof, (ii) the Company shall have issued and delivered the Shares to
the Optionee and (iii) the Optionee's name shall have been entered as a
stockholder  of  record  on the books of the Company.   Thereupon,  the
Optionee  shall  have full voting, dividend and other ownership  rights
with respect to such Shares.

     7.4 Effect of Change in Control.  Notwithstanding
anything  contained in the Plan or an Agreement to the contrary  (other
than  the last sentence of this Section 7.4), in the event of a  Change
in  Control, (i) all Options outstanding on the date of such Change  in
Control  shall  become  immediately and fully  exercisable,  (ii)  upon
termination of an Optionee's employment following a Change in  Control,
Options  held by the Optionee shall remain exercisable until the  later
of (x) one year after termination and (y) sixty (60) days following the
expiration  of the Pooling Period (in the event the Change  in  Control
constitutes a Pooling Transaction), but in no event beyond  the  stated
term  of  the  Option,  and  (iii) an Optionee  will  be  permitted  to
surrender for cancellation within sixty (60) days after such Change  in
Control  any  Option  or portion of an Option to  the  extent  not  yet
exercised  and the Optionee will be entitled to receive a cash  payment
in  an amount equal to the excess, if any, of (x) (A) in the case of  a
Nonqualified Stock Option, the greater of (1) the Fair Market Value, on
the  date preceding the date of surrender, of the Shares subject to the
Option  or portion thereof surrendered or (2) the Adjusted Fair  Market
Value   of  the  Shares  subject  to  the  Option  or  portion  thereof
surrendered or (B) in the case of an Incentive Stock Option,  the  Fair
Market  Value,  on  the date preceding the date of  surrender,  of  the
Shares  subject  to  the  Option or portion thereof  surrendered,  over
(y)  the  aggregate purchase price for such Shares under the Option  or
portion thereof surrendered; provided, however, that in the case of  an
Option granted within six (6) months prior to the Change in Control  to
any Optionee who may be subject to liability under Section 16(b) of the
Exchange  Act,  such  Optionee  shall  be  entitled  to  surrender  for
cancellation  his or her Option only during the sixty (60)  day  period
commencing upon the expiration of six (6) months from the date of grant
of  any  such  Option.  In the case of a Change in Control  which  also
constitutes   a   Pooling  Transaction  and  notwithstanding   anything
contained  in  the Plan or an Agreement to the contrary, the  Committee
may,  and  with  respect to Director Options shall, take  such  actions
which  are  specifically recommended by an independent accounting  firm
retained by the Company, to the extent reasonably necessary in order to
assure  that  the Pooling Transaction will qualify as such,  including,
but  not  limited  to,  providing that  (i)  all  Options  or,  in  the
alternative, such Options held by Optionees specifically identified  by
the  Committee,  shall not become immediately and fully exercisable  on
the  date  of the Change in Control but rather shall become immediately
and  fully  exercisable on the date following  the  day  on  which  the
Pooling Period expires (whether or not the Optionee is then an employee
or  director of the Company) and (ii) the holders of such Options shall
only  have the right to surrender for cancellation Options or  portions
thereof  for  the cash payment specified in clause (iii) of  the  first
sentence of this Section 7.4 after the day following the expiration  of
the  Pooling Period and for a period of sixty (60) days thereafter  (in
which  case,  whether  or  not the Optionee holding  any  such  Options
remains  an employee or director of the Company, any such Option  shall
not  terminate  and shall remain exercisable for the greater  of  sixty
(60)  days after the expiration of the Pooling Period and the date such
Option  would otherwise terminate in accordance with the Plan  and  the
relevant  Agreement),  and/or  (iii)  the  payment  specified  in  this
Section 7.4 shall be paid in the form of cash, Shares or securities  of
a  successor  or  acquirer  of the Company, or  a  combination  of  the
foregoing, as designated by the Committee.

  8. Effect of a Termination of Employment.

      The  Agreement evidencing the grant of each Employee Option shall
set  forth the terms and conditions applicable to such Employee  Option
upon  a  termination or change in the status of the employment  of  the
Optionee by the Company,  Parent, a Subsidiary or a Division (including
a  termination  or change by reason of the sale of a  Subsidiary  or  a
Division),  as the Committee may, in its discretion, determine  at  the
time the Employee Option is granted or thereafter.

  9. Adjustment Upon Changes in Capitalization.

      (a)  In  the  event of a Change in Capitalization, the  Committee
shall  conclusively determine the appropriate adjustments, if  any,  to
(i) the maximum number and class of Shares or other stock or securities
with  respect to which Options may be granted under the Plan, (ii)  the
maximum  number of Shares with respect to which Options may be  granted
to  any Eligible Employee during the term of the Plan, (iii) the number
and  class of Shares or other stock or securities which are subject  to
Director  Options  issuable under Section 5, and (iv)  the  number  and
class  of  Shares  or other stock or securities which  are  subject  to
outstanding  Options  granted under the Plan, and  the  purchase  price
therefor, if applicable.

     (b) Any such adjustment in the Shares or other stock or securities
subject   to   outstanding  Incentive  Stock  Options  (including   any
adjustments in the purchase price) shall be made in such manner as  not
to  constitute  a modification as defined by Section 424(h)(3)  of  the
Code and only to the extent otherwise permitted by Sections 422 and 424
of the Code.

     (c) Any such adjustment in the Shares or other stock or securities
subject  to outstanding Director Options (including any adjustments  in
the  purchase  price)  shall be made only to the  extent  necessary  to
maintain  the  proportionate  interest of the  Optionee  and  preserve,
without exceeding, the value of such Director Options.

     (d) If, by reason of a Change in Capitalization, an Optionee shall
be  entitled  to exercise an Option with respect to new, additional  or
different  shares  of  stock or securities,  such  new,  additional  or
different  shares shall thereupon be subject to all of  the  conditions
and  restrictions which were applicable to the Shares  subject  to  the
Option prior to such Change in Capitalization.

  10.    Effect of Certain Transactions.

      Subject  to  Section 7.4, in the event of (i) the liquidation  or
dissolution  of  the Company or (ii) a merger or consolidation  of  the
Company  (a  "Transaction"), the Plan and the Options issued  hereunder
shall continue in effect in accordance with their respective terms  and
each  Optionee  shall be entitled to receive in respect of  each  Share
subject to any outstanding Options, upon exercise of such Options,  the
same  number  and kind of stock, securities, cash, property,  or  other
consideration  that each holder of a Share was entitled to  receive  in
the Transaction in respect of a Share.

  11.    Termination and Amendment of the Plan.

       The  Plan  shall  terminate  on  the  day  preceding  the  tenth
anniversary of the date of its adoption by the Board and no Options may
be granted thereafter.  The Board may sooner terminate the Plan and the
Board  may  at any time and from time to time amend, modify or  suspend
the Plan; provided, however, that:

      (a)  No  such amendment, modification, suspension or  termination
shall  impair or adversely alter any Options theretofore granted  under
the  Plan,  except  with  the consent of the Optionee,  nor  shall  any
amendment, modification, suspension or termination deprive any Optionee
of  any Shares which he or she may have acquired through or as a result
of the Plan;

      (b)  To  the extent necessary under Section 16(b) of the Exchange
Act  and  the  rules  and regulations promulgated thereunder  or  other
applicable law, no amendment shall be effective unless approved by  the
stockholders  of  the  Company in accordance with  applicable  law  and
regulations; and

      (c)  The provisions of Section 5 shall not be amended more  often
than  once every six (6) months, other than to comport with changes  in
the  Code,  the  Employee Retirement Income Security Act  of  1974,  as
amended, or the rules and regulations promulgated thereunder.


  12.    Non-Exclusivity of the Plan.

   The adoption of the Plan by the Committee and the Board shall not be
construed as amending, modifying or rescinding any previously  approved
incentive  arrangement or as creating any limitations on the  power  of
the  Board  to adopt such other incentive arrangements as it  may  deem
desirable, including, without limitation, the granting of stock options
otherwise  than  under the Plan, and such arrangements  may  be  either
applicable generally or only in specific cases.

  13.    Limitation of Liability.

   As  illustrative of the limitations of liability of the Company, but
not  intended  to be exhaustive thereof, nothing in the Plan  shall  be
construed to:

      (i)  give any person any right to be granted an Option other than
at the sole discretion of the Committee;

       (ii)     give  any person any rights whatsoever with respect  to
Shares except as specifically provided in the Plan;

      (iii)     limit in any way the right of the Company to  terminate
the employment of any person at any time; or

       (iv)    be evidence of any agreement or understanding, expressed
or  implied, that the Company will employ any person at any  particular
rate of compensation or for any particular period of time.

  14.    Regulations and Other Approvals; Governing Law.

      14.1      Except as to matters of federal law, this Plan and  the
rights  of  all  persons  claiming hereunder  shall  be  construed  and
determined in accordance with the laws of the State of Delaware without
giving effect to conflicts of law principles.

      14.2      The obligation of the Company to sell or deliver Shares
with respect to Options granted under the Plan shall be subject to  all
applicable  laws,  rules  and  regulations,  including  all  applicable
federal  and  state  securities laws, and the  obtaining  of  all  such
approvals  by  governmental  agencies as may  be  deemed  necessary  or
appropriate by the Committee.

       14.3      The  Plan  is  intended  to  comply  with  Rule  16b-3
promulgated  under the Exchange Act and the Committee  shall  interpret
and  administer the provisions of the Plan or any Agreement in a manner
consistent therewith.  Any provisions inconsistent with such Rule shall
be inoperative and shall not affect the validity of the Plan.

      14.4      The Committee may make such changes as may be necessary
or  appropriate  to  comply  with the  rules  and  regulations  of  any
government  authority,  or  to obtain for  Eligible  Employees  granted
Incentive   Stock  Options  the  tax  benefits  under  the   applicable
provisions of the Code and regulations promulgated thereunder.

     14.5     Each Option is subject to the requirement that, if at any
time  the  Committee determines, in its discretion, that  the  listing,
registration or qualification of Shares issuable pursuant to  the  Plan
is  required by any securities exchange or under any state  or  federal
law, or the consent or approval of any governmental regulatory body  is
necessary  or desirable as a condition of, or in connection  with,  the
grant  of  an  Option or the issuance of Shares, no  Options  shall  be
granted  or payment made or Shares issued, in whole or in part,  unless
listing,  registration, qualification, consent  or  approval  has  been
effected  or  obtained  free of any conditions  as  acceptable  to  the
Committee.

      14.6      Notwithstanding anything contained in the Plan  or  any
Agreement to the contrary, in the event that the disposition of  Shares
acquired  pursuant  to  the  Plan is not  covered  by  a  then  current
registration  statement under the Securities Act of 1933,  as  amended,
and  is not otherwise exempt from such registration, such Shares  shall
be restricted against transfer to the extent required by the Securities
Act  of 1933, as amended, and Rule 144 or other regulations thereunder.
The  Committee may require any individual receiving Shares pursuant  to
an  Option granted under the Plan, as a condition precedent to  receipt
of such Shares, to represent and warrant to the Company in writing that
the  Shares acquired by such individual are acquired without a view  to
any distribution thereof and will not be sold or transferred other than
pursuant  to  an  effective  registration thereof  under  said  Act  or
pursuant  to an exemption applicable under the Securities Act of  1933,
as  amended, or the rules and regulations promulgated thereunder.   The
certificates  evidencing  any  of such Shares  shall  be  appropriately
legended to reflect their status as restricted securities as aforesaid.

  15.    Miscellaneous.

     15.1     Multiple Agreements.  The terms of each Option may differ
from  other Options granted under the Plan at the same time, or at some
other  time.   The Committee may also grant more than one Option  to  a
given Eligible Employee during the term of the Plan, either in addition
to,  or in substitution for, one or more Options previously granted  to
that Eligible Employee.

      15.2      Withholding of Taxes.  (a) The Company shall  have  the
right  to  deduct  from  any distribution or payment  of  cash  to  any
Optionee  an amount equal to the federal, state and local income  taxes
and  other  amounts  as  may be required by law  to  be  withheld  (the
"Withholding  Taxes")  with  respect to any  Option.   If  an  Optionee
realizes  a  taxable  event in connection with the  receipt  of  Shares
pursuant to an Option exercise (a "Taxable Event"), the Optionee  shall
pay  the Withholding Taxes to the Company prior to the issuance of such
Shares.  In satisfaction of the obligation to pay Withholding Taxes  to
the  Company,  the  Optionee  may make a  written  election  (the  "Tax
Election"), which may be accepted or rejected in the discretion of  the
Committee,  to have withheld a portion of the Shares then  issuable  to
him or her having an aggregate Fair Market Value, on the date preceding
the  date  of  such issuance, equal to the Withholding Taxes,  provided
that  in  respect of an Optionee who may be subject to liability  under
Section 16(b) of the Exchange Act either:  (i) (A) the Tax Election  is
made at least six (6) months prior to the date of the Taxable Event and
(B)  the Tax Election is irrevocable with respect to all Taxable Events
of a similar nature occurring prior to the expiration of six (6) months
following  a  revocation of the Tax Election; or (ii) (A) the  Optionee
makes  the  Tax  Election at least six (6) months after  the  date  the
Option was granted, (B) the Option is exercised during the ten (10) day
period  beginning on the third business day and ending on  the  twelfth
business  day  following the release for publication of  the  Company's
quarterly or annual statement of sales and earnings (a "Window Period")
and  (C) the Tax Election is made during the Window Period in which the
related  Option  is  exercised  or prior  to  such  Window  Period  and
subsequent to the immediately preceding Window Period.  Notwithstanding
the  foregoing,  the  Committee  may,  by  the  adoption  of  rules  or
otherwise,  (i) modify the provisions of this Section 15.2 (other  than
as  regards  Director  Options) or impose such  other  restrictions  or
limitations on Tax Elections as may be necessary to ensure that the Tax
Elections  will  be  exempt transactions under  Section  16(b)  of  the
Exchange  Act, and (ii) permit Tax Elections to be made at  such  other
times  and subject to such other conditions as the Committee determines
will constitute exempt transactions under Section 16(b) of the Exchange
Act.

         (b)  If an Optionee makes a disposition, within the meaning of
Section  424(c) of the Code and regulations promulgated thereunder,  of
any Share or Shares issued to such Optionee pursuant to the exercise of
an  Incentive Stock Option within the two-year period commencing on the
day  after  the  date  of  the  grant or  within  the  one-year  period
commencing  on  the day after the date of transfer  of  such  Share  or
Shares  to the Optionee pursuant to such exercise, the Optionee  shall,
within  ten (10) days of such disposition, notify the Company  thereof,
by delivery of written notice to the Company at its principal executive
office.

          (c)   The Committee shall have the authority, at the time  of
grant  of  an Employee Option under the Plan or at any time thereafter,
to  award  tax bonuses to designated Optionees, to be paid  upon  their
exercise of Employee Options granted hereunder.  The amount of any such
payments  shall  be determined by the Committee.  The  Committee  shall
have  full authority in its absolute discretion to determine the amount
of  any  such  tax  bonus  and the terms and conditions  affecting  the
vesting and payment thereof.

     15.3.    Interpretation.  Unless otherwise expressly stated in the
relevant Agreement, any grant of Options is intended to be performance-
based  compensation within the meaning of Section 162(m)(4)(C)  of  the
Code.   The  Committee shall not be entitled to exercise any discretion
otherwise  authorized hereunder with respect to  such  Options  if  the
ability  to exercise such discretion or the exercise of such discretion
itself  would  cause the compensation attributable to such  Options  to
fail to qualify as performance-based compensation.

   16.     Effective Date/Shareholder Approval.  The effective date  of
the  Plan shall be the date of its adoption by the Board, subject  only
to the approval by the affirmative vote of the holders of a majority of
the securities of the Company present, or represented, and entitled  to
vote  at the first meeting of stockholders duly held in accordance with
the  applicable  laws  of  the State of Delaware  after  such  date  of
adoption.


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