
<PAGE>

                                                                   EXHIBIT 10.16

                     CABLE DESIGN TECHNOLOGIES CORPORATION

                   1999 Long-Term Performance Incentive Plan
               adopted April 19, 1999 and amended June 11, 1999

  1. Purpose. The purpose of the 1999 Long-Term Performance Incentive Plan (the
"Plan") is to advance the interests of Cable Design Technologies Corporation, a
Delaware corporation (the "Company") and its stockholders by providing
incentives to certain key employees of the Company and to certain other key
individuals who perform services for the Company, including those who contribute
significantly to the strategic and long-term performance objectives and growth
of the Company.

  2. Administration. The Plan shall be administered solely by the Board of
Directors (the "Board") of the Company or, if the Board shall so designate, by a
committee of the Board that shall be comprised of not fewer than two directors
(the "Committee"); provided that if at any time Rule 16b-3 or any successor rule
("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), so permits without adversely affecting the ability of the Plan
to comply with the conditions for exemption from Section 16 of the Exchange Act
(or any successor provision) provided by Rule 16b-3, the Committee may delegate
the administration of the Plan in whole or in part, on such terms and
conditions, and to such person or persons as it may determine in its discretion,
as it relates to persons not subject to Section 16 of the Exchange Act (or any
successor provision). References to the Committee hereunder shall include the
Board where appropriate. The membership of the Committee or such successor
committee shall be constituted so as to comply at all times with the applicable
requirements of Rule 16b-3.

  The Committee has all the powers vested in it by the terms of the Plan set
forth herein, such powers to include exclusive authority (except as may be
delegated as permitted herein) to select the key employees and other key
individuals to be granted Awards under the Plan, to determine the type, size and
terms of the Award to be made to each individual selected, to modify the terms
of any Award that has been granted, to determine the time when Awards will be
granted, to establish performance objectives, to make any adjustments necessary
or desirable as a result of the granting of Awards to eligible individuals
located outside the United States and to prescribe the form of the instruments
embodying Awards made under the Plan. The Committee is authorized to interpret
the Plan and the Awards granted under the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, and to make any other
determinations which it deems necessary or desirable for the administration of
the Plan. The Committee (or its delegate as permitted herein) may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any Award in the manner and to the extent the Committee deems necessary or
desirable to carry it into effect. Any decision of the Committee (or its
delegate as permitted herein) in the interpretation and administration of the
Plan, as described herein, shall lie within its sole and absolute discretion and
shall be final, conclusive and binding on all parties concerned. The Committee
may act only by a majority of its members in office, except that the members
thereof may authorize any one or more of their members or any officer of the
Company to execute and deliver documents or to take any other ministerial action
on behalf of the Committee with respect to Awards made or to be made to Plan
participants. No member of the Committee and no officer of the Company shall be
liable for anything done or omitted to be done by him, by any other member of
the Committee or by any officer of the Company in connection with the
performance of duties under the Plan, except for his own willful misconduct or
as expressly provided by statute. Determinations to be made by the Committee
under the Plan may be made by its delegates.

  3. Participation. Consistent with the purposes of the Plan, the Committee
shall have exclusive power (except as may be delegated as permitted herein) to
select the key employees and other key individuals performing services for the
Company who may participate in the Plan and be granted Awards under the Plan.
Eligible individuals may be selected individually or by groups or categories, as
determined by the Committee in its discretion. No non-employee director of the
Company shall be eligible to receive an Award under the Plan.
<PAGE>

  4. Awards under the Plan.

      (a) Types of Awards. Awards under the Plan may include, but need not be
limited to, one or more of the following types, either alone or in any
combination thereof: (i) "Stock Options," (ii) "Stock Appreciation Rights,"
(iii) "Restricted Stock," (iv) "Performance Grants" and (v) any other type of
Award deemed by the Committee in its discretion to be consistent with the
purposes of the Plan (including, but not limited to, Awards of or options or
similar rights granted with respect to unbundled stock units or components
thereof, and Awards to be made to participants who are foreign nationals or are
employed or performing services outside the United States). Stock Options, which
include "Nonqualified Stock Options" (which may be awarded to participants or
sold at a price determined by the Committee ("Purchased Options")) and
"Incentive Stock Options" or combinations thereof, are rights to purchase common
shares of the Company having a par value of $.01 per share and stock of any
other class into which such shares may thereafter be changed (the "Common
Shares"). Nonqualified Stock Options and Incentive Stock Options are subject to
the terms, conditions and restrictions specified in Paragraph 5. Stock
Appreciation Rights are rights to receive (without payment to the Company) cash,
Common Shares, other Company securities (which may include, but need not be
limited to, unbundled stock units or components thereof, debentures, preferred
stock, warrants, securities convertible into Common Shares or other property
("Other Company Securities")) or property, or other forms of payment, or any
combination thereof, as determined by the Committee, based on the increase in
the value of the number of Common Shares specified in the Stock Appreciation
Right. Stock Appreciation Rights are subject to the terms, conditions and
restrictions specified in Paragraph 6. Shares of Restricted Stock are Common
Shares which are issued subject to certain restrictions pursuant to Paragraph 7.
Performance Grants are contingent awards subject to the terms, conditions and
restrictions described in Paragraph 8, pursuant to which the participant may
become entitled to receive cash, Common Shares, Other Company Securities or
property, or other forms of payment, or any combination thereof, as determined
by the Committee.

      (b) Maximum Number of Shares that May be Issued. There may be issued under
the Plan (as Restricted Stock, in payment of Performance Grants, pursuant to the
exercise of Stock Options or Stock Appreciation Rights, or in payment of or
pursuant to the exercise of such other Awards as the Committee, in its
discretion, may determine) an aggregate of not more than 1,507,000 Common
Shares, subject to adjustment as provided in Paragraph 14. Common Shares issued
pursuant to the Plan may be either authorized but unissued shares, treasury
shares, reacquired shares, or any combination thereof; provided, however, that,
unless and until this plan is approved by the Company's shareholders, only
treasury shares shall be issued hereunder. If any Common Shares issued as
Restricted Stock or otherwise subject to repurchase or forfeiture rights are
reacquired by the Company pursuant to such rights, or if any Award is canceled,
terminates or expires unexercised, any Common Shares that would otherwise have
been issuable pursuant thereto will be available for issuance under new Awards.

(c)  Rights with respect to Common Shares and Other Securities.

           (i) Unless otherwise determined by the Committee in its discretion, a
participant to whom an Award of Restricted Stock has been made (and any person
succeeding to such a participant's rights pursuant to the Plan) shall have,
after issuance of a certificate for the number of Common Shares awarded and
prior to the expiration of the Restricted Period (as hereinafter defined) or the
earlier repurchase of such Common Shares as herein provided, ownership of such
Common Shares, including the right to vote the same and to receive dividends or
other distributions made or paid with respect to such Common Shares (provided
that such Common Shares, and any new, additional or different shares, or Other
Company Securities or property, or other forms of consideration which the
participant may be entitled to receive with respect to such Common Shares as a
result of a stock split, stock dividend or any other change in the corporation
or capital structure of the Company, shall be subject to the restrictions
hereinafter described as determined by the Committee in its discretion),
subject, however, to the options, restrictions and limitations imposed thereon
pursuant to the Plan. Notwithstanding the foregoing, a participant with whom an
Award agreement is made to issue Common Shares in the future, shall have no
rights as a stockholder with respect to Common Shares related to such agreement
until issuance of a certificate to him.

                                       2
<PAGE>

           (ii) Unless otherwise determined by the Committee in its discretion,
a participant to whom a grant of Stock Options, Stock Appreciation Rights,
Performance Grants or any other Award is made (and any person succeeding to such
a participant's rights pursuant to the Plan) shall have no rights as a
stockholder with respect to any Common Shares or as a holder with respect to
other securities, if any, issuable pursuant to any such Award until the date of
the issuance of a stock certificate to him for such Common Shares or other
instrument of ownership, if any. Except as provided in Paragraph 14, no
adjustment shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities, other property or
other forms of consideration, or any combination thereof) for which the record
date is prior to the date such stock certificate or other instrument of
ownership, if any, is issued.

  5. Stock Options. The Committee may grant or sell Stock Options either alone,
or in conjunction with Stock Appreciation Rights, Performance Grants or other
Awards, either at the time of grant or by amendment thereafter; provided that an
Incentive Stock Option may be granted only to an eligible employee of the
Company or any parent or subsidiary corporation. Each Stock Option (referred to
herein as an "Option") granted or sold under the Plan shall be evidenced by an
instrument in such form as the Committee shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions, and with such other terms and conditions, including, but not limited
to, restrictions upon the Option or the Common Shares issuable upon exercise
thereof, as the Committee, in its discretion, shall establish:

      (a) The option price may be less than, equal to, or greater than, the fair
market value of the Common Shares subject to such Option at the time the Option
is granted, as determined by the Committee, but in no event will such option
price be less than 50% of the fair market value of the underlying Common Shares
at the time the Option is granted; provided, however, that in the case of an
Incentive Stock Option granted to such an employee, the option price shall not
be less than the fair market value of the Common Shares subject to such Option
at the time the Option is granted, or if granted to such an employee who owns
stock representing more than ten percent of the voting power of all classes of
stock of the Company or any parent or subsidiary (a "Ten Percent Employee"),
such option price shall not be less than 110% of such fair market value at the
time the Option is granted; but in no event will such option price be less than
the par value of such Common Shares.

      (b) The Committee shall determine the number of Common Shares to be
subject to each Option. The number of Common Shares subject to an outstanding
Option may be reduced on a share-for-share or other appropriate basis, as
determined by the Committee, to the extent that Common Shares under such Option
are used to calculate the cash, Common Shares, Other Company Securities or
property, or other forms of payment, or any combination thereof, received
pursuant to exercise of a Stock Appreciation Right attached to such Option, or
to the extent that any other Award granted in conjunction with such Option is
paid.

      (c) The Option may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent and
distribution, and shall be exercisable during the grantee's lifetime only by
him. Unless the Committee determines otherwise, the Option shall not be
exercisable for at least six months after the date of grant, unless the grantee
ceases employment or performance of services before the expiration of such six-
month period by reason of his disability as defined in Paragraph 12 or his
death.

      (d) The Option shall not be exercisable:

           (i) in the case of any Incentive Stock Option granted to a Ten
     Percent Employee, after the expiration of five years from the date it is
     granted, and, in the case of any other Option, after the expiration of ten
     years from the date it is granted. Any Option may be exercised during such
     period only at such time or times and in such installments as the Committee
     may establish;

           (ii) unless payment in full is made for the shares being acquired
     thereunder at the time of exercise; such payment shall be made in such form
     (including, but not limited to, cash, Common Shares, or

                                       3
<PAGE>

     the surrender of another outstanding Award under the Plan, or any
     combination thereof) as the Committee may determine in its discretion; and

           (iii) unless the person exercising the Option has been, at all times
     during the period beginning with the date of the grant of the Option and
     ending on the date of such exercise, employed by or otherwise performing
     services for the Company, or a corporation, or a parent or subsidiary of a
     corporation, substituting or assuming the Option in a transaction to which
     Section 424(a) of the Internal Revenue Code of 1986, as amended, or any
     successor statutory provision thereto (the "Code"), is applicable, except
     that

                 (A) if such person shall cease such employment or performance
     of services by reason of his disability as defined in Paragraph 12 or
     early, normal or deferred retirement under an approved retirement program
     of the Company (or such other plan or arrangement as may be approved by the
     Committee, in its discretion, for this purpose) while holding an Option
     which has not expired and has not been fully exercised, such person, at any
     time within three years (or such period determined by the Committee) after
     the date he ceased such employment or performance of services (but in no
     event after the Option has expired), may exercise the Option with respect
     to any shares as to which he could have exercised the Option on the date he
     ceased such employment or performance of services, or with respect to such
     greater number of shares as determined by the Committee;

                 (B) if any person to whom an Option has been granted shall die
     holding an Option which has not expired and has not been fully exercised,
     his executors, administrators, heirs or distributees, as the case may be,
     may, at any time within one year (or such other period determined by the
     Committee) after the date of death (but in no event after the Option has
     expired), exercise the Option with respect to any shares as to which the
     decedent could have exercised the Option at the time of his death, or with
     respect to such greater number of shares as determined by the Committee; or

                 (C) if such person shall cease employment or performance of
     services while holding an Option which has not expired and has not been
     fully exercised, the Committee may determine to allow such person at any
     time within the one year (or three months in the case of an Incentive Stock
     Option) or such other period determined by the Committee after the date he
     ceased such employment or performance of services (but in no event after
     the Option has expired), to exercise the Option with respect to any shares
     as to which he could have exercised the Option on the date he ceased such
     employment or performance of services, or with respect to such greater
     number of shares as determined by the Committee.

  (e) In the case of an Incentive Stock Option, the amount of the aggregate fair
market value of Common Shares (determined at the time of grant of the Option
pursuant to subparagraph 5(a) of the Plan) with respect to which incentive stock
options are exercisable for the first time by an employee during any calendar
year (under all such plans of his employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000.

  (f) It is the intent of the Company that Nonqualified Stock Options granted
under the Plan not be classified as Incentive Stock Options, that the Incentive
Stock Options granted under the Plan be consistent with and contain or be deemed
to contain all provisions required under Section 422 and the other appropriate
provisions of the Code and any implementing regulations (and any successor
provisions thereof), and that any ambiguities in construction shall be
interpreted in order to effectuate such intent.

  6. Stock Appreciation Rights. The Committee may grant Stock Appreciation
Rights either alone, or in conjunction with Stock Options, Performance Grants or
other Awards, either at the time of grant or by amendment thereafter. Each Award
of Stock Appreciation Rights granted under the Plan shall be evidenced by an
instrument in such form as the Committee shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and

                                       4
<PAGE>

conditions, and with such other terms and conditions, including, but not limited
to, restrictions upon the Award of Stock Appreciation Rights or the Common
Shares issuable upon exercise thereof, as the Committee, in its discretion,
shall establish:

        (a) The Committee shall determine the number of Common Shares to be
     subject to each Award of Stock Appreciation Rights. The number of Common
     Shares subject to an outstanding Award of Stock Appreciation Rights may be
     reduced on a share-for-share or other appropriate basis, as determined by
     the Committee, to the extent that Common Shares under such Award of Stock
     Appreciation Rights are used to calculate the cash, Common Shares, Other
     Company Securities or property, or other forms of payment, or any
     combination thereof, received pursuant to exercise of an Option attached to
     such Award of Stock Appreciation Rights, or to the extent that any other
     Award granted in conjunction with such Award of Stock Appreciation Rights
     is paid.

        (b) The Award of Stock Appreciation Rights may not be sold, assigned,
     transferred, pledged, hypothecated or otherwise disposed of, except by will
     or the laws of descent and distribution, and shall be exercisable during
     the grantee's lifetime only by him. Unless the Committee determines
     otherwise, the Award of Stock Appreciation Rights shall not be exercisable
     for at least six months after the date of grant, unless the grantee ceases
     employment or performance of services before the expiration of such six-
     month period by reason of his disability as defined in Paragraph 12 or his
     death.

        (c)  The Award of Stock Appreciation Rights shall not be exercisable:

             (i) in the case of any Award of Stock Appreciation Rights which is
        attached to an Incentive Stock Option granted to a Ten Percent Employee,
        after the expiration of five years from the date it is granted, and, in
        the case of any other Award of Stock Appreciation Rights, after the
        expiration of ten years from the date it is granted. Any Award of Stock
        Appreciation Rights may be exercised during such period only at such
        time or times and in such installments as the Committee may establish;

             (ii) unless the Option or other Award to which the Award of Stock
         Appreciation Rights is attached is at the time exercisable; and

             (iii) unless the person exercising the Award of Stock Appreciation
         Rights has been, at all times during the period beginning with the date
         of the grant thereof and ending on the date of such exercise, employed
         by or otherwise performing services for the Company, except that

                      (A) if such person shall cease such employment or
         performance of services by reason of his disability as defined in
         Paragraph 12 or early, normal or deferred retirement under an approved
         retirement program of the Company (or such other plan or arrangement as
         may be approved by the Committee, in its discretion, for this purpose)
         while holding an Award of Stock Appreciation Rights which has not
         expired and has not been fully exercised, such person may, at any time
         within three years (or such other period determined by the Committee)
         after the date he ceased such employment or performance of services
         (but in no event after the Award of Stock Appreciation Rights has
         expired), exercise the Award of Stock Appreciation Rights with respect
         to any shares as to which he could have exercised the Award of Stock
         Appreciation Rights on the date he ceased such employment or
         performance of services, or with respect to such greater number of
         shares as determined by the Committee; or

                      (B) if any person to whom an Award of Stock Appreciation
         Rights has been granted shall die holding an Award of Stock
         Appreciation Rights which has not expired and has not been fully
         exercised, his executors, administrators, heirs or distributees, as the
         case may be, may at any time within one year (or such other period
         determined by the Committee) after the date of death (but in no event
         after the Award of Stock Appreciation Rights has expired), exercise the
         Award of Stock Appreciation Rights with respect to any shares as to
         which the decedent could have exercised the Award of Stock Appreciation
         Rights at the time of his death,


                                       5
<PAGE>

      or with respect to such greater number of shares as determined by the
      Committee.

  (d) An Award of Stock Appreciation Rights shall entitle the holder (or any
person entitled to act under the provisions of subparagraph 6(c)(iii)(B) hereof)
to exercise such Award and surrender unexercised the Option (or other Award), if
any, to which the Stock Appreciation Right is attached (or any portion of such
Option or other Award) to the Company and to receive from the Company in
exchange thereof, without payment to the Company, that number of Common Shares
having an aggregate value equal to (or, in the discretion of the Committee, less
than) the excess of the fair market value of one share, at the time of such
exercise, over the exercise price (or Option Price, as the case may be), times
the number of shares subject to the Award or the Option (or other Award), or
portion thereof, which is so exercised or surrendered, as the case may be. The
Committee shall be entitled in its discretion to elect to settle the obligation
arising out of the exercise of a Stock Appreciation Right by the payment of cash
or Other Company Securities or property, or other forms of payment, or any
combination thereof, as determined by the Committee, equal to the aggregate
value of the Common Shares it would otherwise be obligated to deliver. Any such
election by the Committee shall be made as soon as practicable after the receipt
by the Committee of written notice of the exercise of the Stock Appreciation
Right. The value of a Common Share, Other Company Securities or property, or
other forms of payment determined by the Committee for this purpose shall be the
fair market value thereof on the last business day next preceding the date of
the election to exercise the Stock Appreciation Right, unless the Committee, in
its discretion, determines otherwise.

  (e) A Stock Appreciation Right may provide that it shall be deemed to have
been exercised at the close of business on the business day preceding the
expiration date of the Stock Appreciation Right or of the related Option (or
other Award), or such other date as specified by the Committee, if at such time
such Stock Appreciation Right has a positive value. Such deemed exercise shall
be settled or paid in the same manner as a regular exercise thereof as provided
in subparagraph 6(d) hereof.

  (f)  No fractional shares may be delivered under this Paragraph 6, but in lieu
thereof a cash or other adjustment shall be made as determined by the Committee
in its discretion.

  7.   Restricted Stock. Each Award of Restricted Stock under the Plan shall be
evidenced by an instrument in such form as the Committee shall prescribe from
time to time in accordance with the Plan and shall comply with the following
terms and conditions, and with such other terms and conditions as the Committee,
in its discretion, shall establish:

        (a) The Committee shall determine the number of Common Shares to be
   issued to a participant pursuant to the Award, and the extent, if any, to
   which they shall be issued in exchange for cash, other consideration, or
   both.

        (b) Restricted Stock awarded to a participant in accordance with the
   Award shall be subject to the following restrictions until the expiration of
   such period as the Committee shall determine, from the date on which the
   Award is granted (the "Restricted Period"): (i) a participant to whom an
   award of Restricted Stock is made shall be issued, but shall not be entitled
   to, the delivery of a stock certificate, (ii) the Restricted Stock shall not
   be transferable prior to the end of the Restricted Period, (iii) the
   Restricted Stock shall be forfeited and the stock certificate shall be
   returned to the Company and all rights of the holder of such Restricted Stock
   to such shares and as a shareholder shall terminate without further
   obligation on the part of the Company if the participant's continuous
   employment or performance of services for the Company shall terminate for any
   reason prior to the end of the Restricted Period, except as otherwise
   provided in subparagraph 7(c), and (iv) such other restrictions as determined
   by the Committee in its discretion.

        (c) If a participant who has been in continuous employment or
   performance of services for the Company since the date on which a Restricted
   Stock Award was granted to him shall, while in such employment or performance
   of services, die, or terminate such employment or performance of services by
   reason of disability as defined in Paragraph 12 or by reason of early, normal
   or deferred retirement under an approved retirement program of the

                                       6
<PAGE>

   Company (or such other plan or arrangement as may be approved by the
   Committee in its discretion, for this purpose) and any of such events shall
   occur after the date on which the Award was granted to him and prior to the
   end of the Restricted Period of such Award, the Committee may determine to
   cancel any and all restrictions on any or all of the Common Shares subject to
   such Award.

   8. Performance Grant. The Award of the Performance Grant ("Performance
Grant") to a participant will entitle him to receive a specified amount
determined by the Committee (the "Actual Value"), if the terms and conditions
specified herein and in the Award are satisfied. Each Award of a Performance
Grant shall be subject to the following terms and conditions, and to such other
terms and conditions, including but not limited to, restrictions upon any cash,
Common Shares, Other Company Securities or property, or other forms of payment,
or any combination thereof, issued in respect of the Performance Grant, as the
Committee, in its discretion, shall establish, and shall be embodied in an
instrument in such form and substance as is determined by the Committee:

       (a) The Committee shall determine the value or range of values of a
    Performance Grant to be awarded to each participant selected for an Award
    and whether or not such a Performance Grant is granted in conjunction with
    an Award of Options, Stock Appreciation Rights, Restricted Stock or other
    Award, or any combination thereof, under the Plan (which may include, but
    need not be limited to, deferred Awards) concurrently or subsequently
    granted to the participant (the "Associated Award"). As determined by the
    Committee, the maximum value of each Performance Grant (the "Maximum Value")
    shall be: (i) an amount fixed by the Committee at the time the Award is made
    or amended thereafter, (ii) an amount which varies from time to time based
    in whole or in part on the then current value of the Common Shares, Other
    Company Securities or property, or other securities or property, or any
    combination thereof or (iii) an amount that is determinable from criteria
    specified by the Committee. Performance Grants may be issued in difference
    classes or series having different names, terms and conditions. In the case
    of a Performance Grant awarded in conjunction with an Associated Award, the
    Performance Grant may be reduced on an appropriate basis to the extent that
    the Associated Award has been exercised, paid to or otherwise received by
    the participant, as determined by the Committee.

       (b) The award period ("Award Period") related to any Performance Grant
    shall be a period determined by the Committee. At the time each Award is
    made, the Committee shall establish performance objectives to be attained
    within the Award Period as the means of determining the Actual Value of such
    a Performance Grant. The performance objectives shall be based on such
    measure or measures of performance, which may include, but need not be
    limited to, the performance of the participant, the Company, one or more of
    its subsidiaries or one or more of their divisions or units, or any
    combination of the foregoing, as the Committee shall determine, and may be
    applied on an absolute basis or be relative to industry or other indices, or
    any combination thereof. The Actual Value of a Performance Grant shall be
    equal to its Maximum Value only if the performance objectives are attained
    in full, but the Committee shall specify the manner in which the Actual
    Value of Performance Grants shall be determined if the performance
    objectives are met in part. Such performance measures, the Actual Value or
    the Maximum Value, or any combination thereof, may be adjusted in any manner
    by the Committee in its discretion at any time and from time to time during
    or as soon as practicable after the Award Period, if it determines that such
    performance measures, the Actual Value or the Maximum Value, or any
    combination thereof, are not appropriate under the circumstances.

       (c) The rights of a participant in Performance Grants awarded to him
    shall be provisional and may be canceled or paid in whole or in part, all as
    determined by the Committee, if the participant's continuous employment or
    performance of services for the Company shall terminate for any reason prior
    to the end of the Award Period.

       (d) The Committee shall determine whether the conditions of subparagraph
    8(b) or 8(c) hereof have been met and, if so, shall ascertain the Actual
    Value of the Performance Grants. If the Performance Grants have no Actual
    Value, the Award and such Performance Grants shall be deemed to have been
    canceled and the Associated Award, if any, may be canceled or permitted to
    continue in effect in accordance with its terms. If the Performance Grants
    have any Actual Value and:

                                       7
<PAGE>

           (i) were not awarded in conjunction with an Associated Award, the
        Committee shall cause an amount equal to the Actual Value of the
        Performance Grants earned by the participant to be paid to him or his
        beneficiary as provided below; or

           (ii) were awarded in conjunction with an Associated Award, the
        Committee shall determine, in accordance with criteria specified by the
        Committee (A) to cancel the Performance Grants, in which event no amount
        in respect thereof shall be paid to the participant or his beneficiary,
        and the Associated Award may be permitted to continue in effect in
        accordance with its terms, (B) to pay the Actual Value of the
        Performance Grants to the participant or his beneficiary as provided
        below, in which event the Associated Award may be canceled or (C) to pay
        to the participant or his beneficiary as provided below, the Actual
        Value of only a portion of the Performance Grants, in which event all or
        a portion of the Associated Award may be permitted to continue in effect
        in accordance with its terms or be canceled, as determined by the
        Committee.

  Such determination by the Committee shall be made as promptly as practicable
following the end of the Award Period or upon the earlier termination of
employment or performance of services, or at such other time or times as the
Committee shall determine, and shall be made pursuant to criteria specified by
the Committee.

  Payment of any amount in respect of the Performance Grants which the Committee
determines to pay as provided above shall be made by the Company as promptly as
practicable after the end of the Award Period or at such other time or times as
the Committee shall determine, and may be made in cash, Common Shares, Other
Company Securities or property, or other forms of payment, or any combination
thereof or in such other manner, as determined by the Committee in its
discretion. Notwithstanding anything in this Paragraph 8 to the contrary, the
Committee may, in its discretion, determine and pay out the Actual Value of the
Performance Grants at any time during the Award Period.

  9. Deferral of Compensation. The Committee shall determine whether or not an
Award shall be made in conjunction with deferral of the participant's salary,
bonus or other compensation, or any combination thereof, and whether or not such
deferred amounts may be

          (i) forfeited to the Company or to other participants or any
      combination thereof, under certain circumstances (which may include, but
      need not be limited to, certain types of termination of employment or
      performance of services for the Company),

          (ii) subject to increase or decrease in value based upon the
      attainment of or failure to attain, respectively, certain performance
      measures and/or

          (iii) credited with income equivalents (which may include, but need
      not be limited to, interest, dividends or other rates of return) until the
      date or dates of payment of the Award, if any.

   10. Deferred Payment of Awards. The Committee may specify that the payment of
all or any portion of cash, Common Shares, Other Company Securities or property,
or any other form of payment, or any combination thereof, under an Award shall
be deferred until a later date. Deferrals shall be for such periods or until the
occurrence of such events, and upon such terms, as the Committee shall determine
in its discretion. Deferred payments of Awards may be made by undertaking to
make payment in the future based upon the performance of certain investment
equivalents (which may include, but need not be limited to, government
securities, Common Shares, other securities, property or consideration, or any
combination thereof), together with such additional amounts of income
equivalents (which may be compounded and may include, but need not be limited
to, interest, dividends or other rates of return or any combination thereof) as
may accrue thereon until the date or dates of payment, such investment
equivalents and such additional amounts of income equivalents to be determined
by the Committee in its discretion.

   11. Amendment or Substitution of Awards under the Plan. The terms of any
outstanding Award under the Plan

                                       8
<PAGE>

may be amended from time to time by the Committee in its discretion in any
manner that it deems appropriate (including, but not limited to, acceleration of
the date of exercise of any Award and/or payments thereunder); provided that no
such amendment shall adversely affect in a material manner any right of a
participant under the Award without his written consent, unless the Committee
determines in its discretion that there have occurred or are about to occur
significant changes in the participant's position, duties or responsibilities,
or significant changes in economic, legislative, regulatory, tax, accounting or
cost/benefit conditions which are determined by the Committee in its discretion
to have or to be expected to have a substantial effect on the performance of the
Company, or any subsidiary, affiliate, division or department thereof, on the
Plan or on any Award under the Plan. The Committee may, in its discretion,
permit holders of Awards under the Plan to surrender outstanding Awards in order
to exercise or realize the rights under other Awards, or in exchange for the
grant of new Awards, or require holders of Awards to surrender outstanding
Awards as a condition precedent to the grant of new Awards under the Plan.

   12. Disability. For the purposes of this Plan, a participant shall be deemed
to have terminated his employment or performance of services for the Company and
its Affiliates by reason of disability, if the Committee shall determine that
the physical or mental condition of the participant by reason of which such
employment or performance of services terminated was such at that time as would
entitle him to payment of monthly disability benefits under any Company
disability plan. If the participant is not eligible for benefits under any
disability plan of the Company, he shall be deemed to have terminated such
employment or performance of services by reason of disability if the Committee
shall determine that his physical or mental condition would entitle him to
benefits under any Company disability plan if he were eligible therefor.

   13. Termination of a Participant. For all purposes under the Plan, the
Committee shall determine whether a participant has terminated employment with,
or the performance of services for, the Company.

   14. Dilution and Other Adjustments. In the event of any change in the
outstanding Common Shares of the Company by reason of any stock split, dividend,
split-up, split-off, spin-off, recapitalization, merger, consolidation, rights
offering, reorganization, combination or exchange of shares, a sale by the
Company of all of its assets, any distribution to stockholders other than a
normal cash dividend, or other extraordinary or unusual event, if the Committee
shall determine, in its discretion, that such change equitably requires an
adjustment in the terms of any Award (including, without limitation, the number
and type of consideration subject to any Award) or the number of Common Shares
available for Awards, such adjustment may be made by the Committee and shall be
final, conclusive and binding for all purposes of the Plan.

   In the event of the proposed dissolution or liquidation of the Company, all
outstanding Awards shall terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Committee. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, all restrictions on any
outstanding Awards shall lapse and participants shall be entitled to the full
benefit of all such Awards immediately prior to the closing date of such sale or
merger, unless otherwise provided by the Committee.

   15. Designation of Beneficiary by Participant. A participant may name a
beneficiary to receive any payment to which he may be entitled in respect of any
Award under the Plan in the event of his death, on a written form to be provided
by and filed with the Committee, and in a manner determined by the Committee in
its discretion. The Committee reserves the right to review and approve
beneficiary designations. A participant may change his beneficiary from time to
time in the same manner, unless such participant has made an irrevocable
designation. Any designation of beneficiary under the Plan (to the extent it is
valid and enforceable under applicable law) shall be controlling over any other
disposition, testamentary or otherwise, as determined by the Committee in its
discretion. If no designated beneficiary survives the participant and is living
on the date on which any amount becomes payable to such a participant's
beneficiary, such payment will be made to the legal representatives of the
participant's estate, and the term "beneficiary" as used in the Plan shall be
deemed to include such person or persons. If there are any questions as to the
legal right of any beneficiary to receive a distribution under the Plan, the
Committee in its discretion may determine that

                                       9
<PAGE>

the amount in question be paid to the legal representatives of the estate of the
participant, in which event the Company, the Board and the Committee and the
members thereof, will have no further liability to anyone with respect to such
amount.

   16. Financial Assistance. If the Committee determines that such action is
advisable, the Company may assist any person to whom an Award has been granted
in obtaining financing from the Company (or under any program of the Company
approved pursuant to applicable law), or from a bank or other third party, on
such terms as are determined by the Committee, and in such amount as is required
to accomplish the purposes of the Plan, including, but not limited to, to permit
the exercise of an Award, the participation therein, and/or the payment of any
taxes in respect thereof. Such assistance may take any form that the Committee
deems appropriate, including, but not limited to, a direct loan from the
Company, a guarantee of the obligation by the Company, or the maintenance by the
Company of deposits with such bank or third party.

   17. Miscellaneous Provisions.

       (a) No employee or other person shall have any claim or right to be
   granted an Award under the Plan. Determinations made by the Committee under
   the Plan need not be uniform and may be made selectively among eligible
   individuals under the plan, whether or not such eligible individuals are
   similarly situated. Neither the Plan nor any action taken hereunder shall be
   construed as giving any employee or other person any right to continue to be
   employed by or perform services for the Company, and the right to terminate
   the employment of or performance of services by any participants at any time
   and for any reason is specifically reserved.

       (b) No participant or other person shall have any right with respect to
   the Plan, the Common Shares reserved for issuance under the Plan or in any
   Award, contingent or otherwise, until written evidence of the Award shall
   have been delivered to the recipient and all the terms, conditions and
   provisions of the Plan and the Award applicable to such recipient (and each
   person claiming under or through him) have been met.

       (c) Except as may be approved by the Committee where such approval shall
   not adversely affect compliance of the Plan with Rule 16b-3 under the
   Exchange Act, a participant's rights and interest under the Plan may not be
   assigned or transferred, hypothecated or encumbered in whole or in part
   either directly or by operation of law or otherwise (except in the event of a
   participant's death) including, but not by way of limitation, execution,
   levy, garnishment, attachment, pledge, bankruptcy or in any other manner;
   provided, however, that any Option or similar right (including, but not
   limited to, a Stock Appreciation Right) offered pursuant to the Plan shall
   not be transferable other than by will or the laws of descent and
   distribution and shall be exercisable during the participant's lifetime only
   by him.

       (d) No Common Shares, Other Company Securities or property, other
   securities or property, or other forms of payment shall be issued hereunder
   with respect to any Award unless counsel for the Company shall be satisfied
   that such issuance will be in compliance with applicable federal, state,
   local and foreign legal, securities exchange and other applicable
   requirements.

       (e) It is the intent of the Company that the Plan comply in all respects
   with Rule 16b-3 under the Exchange Act, that any ambiguities or
   inconsistencies in construction of the Plan be interpreted to give effect to
   such intention and that if any provision of the Plan is found not to be in
   compliance with Rule 16b-3, such provision shall be deemed null and void to
   the extent required to permit the Plan to comply with Rule 16b-3.

       (f) The Company shall have the right to deduct from any payment made
   under the Plan any federal, state, local or foreign income or other taxes
   required by law to be withheld with respect to such payment. It shall be a
   condition to the obligation of the Company to issue Common Shares, Other
   Company Securities or property, other securities or property, or other forms
   of payment, or any combination thereof, upon exercise, settlement or payment
   of any Award under the Plan, that the participant (or any beneficiary or
   person entitled to act) pay to the Company, upon

                                      10
<PAGE>

   its demand, such amount as may be required by the Company for the purpose of
   satisfying any liability to withhold federal, state, local or foreign income
   or other taxes. If the amount requested is not paid, the Company may refuse
   to issue Common Shares, Other Company Securities or property, other
   securities or property, or other forms of payment, or any combination
   thereof. Notwithstanding anything in the Plan to the contrary, the Committee
   may, in its discretion, permit an eligible participant (or any beneficiary or
   person entitled to act) to elect to pay a portion or all of the amount
   requested by the Company for such taxes with respect to such Award, at such
   time and in such manner as the Committee shall deem to be appropriate
   (including, but not limited to, by authorizing the Company to withhold, or
   agreeing to surrender to the Company on or about the date such tax liability
   is determinable, Common Shares, Other Company Securities or property, other
   securities or property, or other forms of payment, or any combination
   thereof, owned by such person or a portion of such forms of payment that
   would otherwise be distributed, or have been distributed, as the case may be,
   pursuant to such Award to such person, having a fair market value equal to
   the amount of such taxes).

       (g) The expenses of the Plan shall be borne by the Company.

       (h) The Plan shall be unfunded. The Company shall not be required to
   establish any special or separate fund or to make any other segregation of
   assets to assure the payment of any Award under the Plan, and rights to the
   payment of Awards shall be no greater than the rights of the Company's
   general creditors.

       (i) By accepting any Award or other benefit under the Plan, each
   participant and each person claiming under or through him shall be
   conclusively deemed to have indicated his acceptance and ratification of, and
   consent to, any action taken under the Plan by the Company, the Board or the
   Committee or its delegates.

       (j) Fair market value in relation to Common Shares, Other Company
   Securities or property, other securities or property or other forms of
   payment of Awards under the Plan, or any combination thereof, as of any
   specific time shall mean such value as determined by the Committee in
   accordance with applicable law.

       (k) The masculine pronoun includes the feminine and the singular includes
   the plural wherever appropriate.

       (l) The appropriate officers of the Company shall cause to be filed any
   reports, returns or other information regarding Awards hereunder of any
   Common Shares issued pursuant hereto as may be required by Section 13 or
   15(d) of the Exchange Act (or any successor provision) or any other
   applicable statute, rule or regulation.

       (m) The validity, construction, interpretation, administration and effect
   of the Plan, and of its rules and regulations, and rights relating to the
   Plan and to Awards granted under the Plan, shall be governed by the
   substantive laws, but not the choice of law rules, of the State of Delaware.

   18. Plan Amendment or Suspension. The Plan may be amended or suspended in
whole or in part at any time from time to time by the Board, but no amendment
shall be effective unless and until the same is approved by stockholders of the
Company where the failure to obtain such approval would adversely affect the
compliance of the Plan with Rule 16b-3 under the Exchange Act. No amendment of
the Plan shall adversely affect in a material manner any right of any
participant with respect to any Award theretofore granted without such
participant's written consent, except as permitted under Paragraphs 11 and 14.

   19. Plan Termination. This Plan shall terminate upon the earlier of the
following dates or events to occur:

        (a) upon the adoption of a resolution of the Board terminating the Plan;
or

        (b) ten years from the date the Plan is initially approved and adopted
by the board of directors of the Company; provided, however, that the Board may,
prior to the expiration of such ten-year period, extend the term of the Plan for
an additional period of up to five years for the grant of Awards other than
Incentive Stock Options.

                                      11
<PAGE>

No termination of the Plan shall materially alter or impair any of the rights or
obligations of any person, without his consent, under any Award theretofore
granted under the Plan, except that subsequent to termination of the Plan, the
Committee may make amendments permitted under Paragraph 11.

                                      12
