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                                                                   EXHIBIT 10.2
 
                         ROBERT HALF INTERNATIONAL INC.
                              1993 INCENTIVE PLAN
                (AS AMENDED AND RESTATED EFFECTIVE MAY 7, 1997)
 
    1.   PURPOSES.  The principal purposes of the Robert Half International Inc.
1993 Incentive  Plan  (the  "Plan")  are: (a)  to  improve  individual  employee
performance  by providing long-term  incentives and rewards  to key employees of
the Company, (b) to assist the  Company in attracting, retaining and  motivating
key  employees with experience  and ability, and  (c) to align  the interests of
such employees with those of the Company's stockholders.
 
    2.   DEFINITIONS.   Unless  the  context clearly  indicates  otherwise,  the
following  terms, when  used in  this Plan,  shall have  the meanings  set forth
below:
 
        (a) "ADMINISTRATOR" means either the  Board of  Directors or a committee
    of  the  Board of  Directors of the Company, the composition and the size of
    which shall cause such committee to satisfy the  requirements of  Rule 16b-3
    of the Exchange Act with respect to officers and directors.

        (b) "BOARD" means the Board of Directors of the Company.
 
        (c) "CHANGE IN CONTROL" means the occurrence of any of the following:

            (i)  Any person or group (as such terms are defined in Section 
13(d)(3) of the Exchange Act), other than an employee benefit plan sponsored 
by the Company or a subsidiary thereof or a corporation owned (directly or 
indirectly), by the stockholders of the Company in substantially the same 
proportions of the ownership of stock of the Company, shall become the 
beneficial owner of securities of the Company representing 20% or more, or 
commences a tender or exchange offer following the successful consummation of 
which the offerer and its affiliates would beneficially own securities 
representing 20% or more, of the combined voting power of then outstanding 
securities ordinarily (and apart from rights accruing in special 
circumstances) having the right to vote in the election of directors, as a 
result of a tender or exchange offer, open market purchases, privately 
negotiated purchases or otherwise; PROVIDED, HOWEVER, that a Change in 
Control shall not be deemed to include the acquisition by any such person or 
group of securities representing 20% or more of the Company if such party has 
acquired such securities not with the purpose nor with the effect of changing 
or influencing the control of the Company, nor in connection with or as a 
participant in any transaction having such purposes or effect, including, 
without limitation, not in connection with such party (A) making any public 
announcement with respect to the voting of such shares at any meeting to 
consider a merger, consolidation, sale of substantial assets or other 
business combination or extraordinary transaction involving the Company, (B) 
making, or in any way participating in, any "solicitation" of "proxies" (as 
such terms are defined or used in Regulation 14A under the Exchange Act) to 
vote any voting securities of the Company (including, without limitation, any 
such solicitation subject to Rule 14a-11 under the Exchange Act) or seeking 
to advise or influence any party with respect to the voting of any voting 
securities of the Company, directly or indirectly, relating to a merger or 
other business combination involving the Company or the sale or transfer of 
substantial assets of the Company, (C) forming, joining or in any way 
participating in any "group" within the meaning of Section 13(d)(3) of the 
Exchange Act with respect to any voting securities of the Company, directly 
or indirectly, relating to a merger or other business combination involving 
the Company or the sale or transfer of any substantial assets of the Company, 
or (D) otherwise acting, alone or in concert with others, to seek control of 
the Company or to seek to control or influence the management or policies of 
the Company.

            (ii)  The stockholders of the Company shall approve any plan or 
proposal for the liquidation or dissolution of the Company.

            (iii)  A change in the composition of the Board of Directors of 
the Company occurring within a two-year period, as a result of which fewer 
than a majority of the directors are Incumbent Directors. "Incumbent 
Directors" shall mean directors who either (A) are directors of the Company 
as of the date hereof, or (B) are elected, or nominated for election, to the 
Board of Directors of the Company with the affirmative votes of at least a 
majority of the Incumbent Directors at the time of such election or 
nomination (but shall not include an individual whose election or nomination 
is in connection with an actual or threatened proxy contest relating to the 
election of directors to the Company). As a result of or in connection with 
any cash tender offer, merger, or other business combination, sale of assets 
or contested election, or combination of the foregoing, the persons who were 
directors of the Company just prior to such event shall cease within one year 
to constitute a majority of the Board.

            (iv)  The Company's stockholders approve a definitive agreement 
providing for a transaction in which the Company will cease to be an 
independent publicly owned corporation.

            (v)  The stockholders of the Company approve a definitive 
agreement (A) to merge or consolidate the Company with or into another 
corporation in which the holders of the Stock immediately before such merger 
or reorganization will not, immediately following such merger or 
reorganization, hold as a group on a fully-diluted basis both the ability to 
elect at least a majority of the directors of the surviving corporation and 
at least a majority in value of the surviving corporation's outstanding 
equity securities, or (B) to sell or otherwise dispose of all or 
substantially all of the assets of the Company.

        (d) "COMMON  STOCK"  or "STOCK"  means  Robert Half  International  Inc.
    Common Stock, par value $.001 per share.
 
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        (e)  "COMPANY" means Robert  Half International Inc.,  its divisions and
    direct and indirect subsidiaries.
 
        (f) "CONTINUOUS EMPLOYMENT"  means employment  with the  Company or  any
    Subsidiary  without any termination or leave  of absence, except for a leave
    of absence approved by the Company or any Subsidiary which is less than  six
    consecutive months in duration.
 
        (g)  "DISABILITY"  or "DISABLED"  shall mean  (i)  a physical  or mental
    condition which, in  the judgment  of the Administrator  based on  competent
    medical  evidence satisfactory to the  Administrator (including, if required
    by the Administrator, medical evidence obtained by an examination  conducted
    by  a physician  selected by  the Administrator),  renders Holder  unable to
    engage in  any  substantial  gainful  activity for  the  Company  and  which
    condition  is likely  to result  in death  or to  be of  long, continued and
    indefinite duration, or (ii) a judicial declaration of incompetence.
 
        (h) "ELIGIBLE  EMPLOYEE"  means  an  employee  of  the  Company  or  any
    Subsidiary  (including an employee who is a director and/or officer) who, as
    determined by the Administrator  in its sole  discretion, has and  exercises
    management functions and responsibilities.
 
        (i)  "EXCHANGE  ACT"  means  the Securities  Exchange  Act  of  1934, as
    amended.
 
        (j)  "FAIR MARKET VALUE" means the  closing sales price on the New  York
    Stock  Exchange or the NASDAQ National Market System, as the case may be, on
    the date  the value  is to  be determined  as reported  in THE  WALL  STREET
    JOURNAL  (Western Edition). If there are no trades on such date, the closing
    price on the latest preceding business day upon which trades occurred  shall
    be  the Fair Market Value. If the Stock  is not listed in the New York Stock
    Exchange or quoted  on the NASDAQ  National Market System,  the Fair  Market
    Value shall be determined in good faith by the Administrator.
 
        (k) "GRANT" shall mean an Option or a Restricted Stock Award.
 
        (l) "GRANT DATE" means the date a Grant is made under the Plan.
 
        (m) "HOLDER" means the recipient of a Grant pursuant to this Plan.
 
        (n)  "ISSUE DATE" means the  date on which shares  of Stock subject to a
    Restricted Stock  Award are  issued or  transferred by  the Company  to  the
    account of an Eligible Employee who has received such grant.
 
        (o)  "MINIMUM WITHHOLDING TAXES" means any applicable federal, state and
    local income and  other employment taxes  which the Company  is required  to
    withhold  in connection with (i) the  lapse of restrictions on Stock subject
    to a Restricted Stock Award,  (ii) the exercise of  an Option, or (iii)  the
    making  of an election under Section 83(b) of the Internal Revenue Code with
    respect to a Restricted Stock Award.
 
        (p) "OFFER" means a tender offer or an exchange offer for the  Company's
    Stock.
 
        (q) "OPTION" or "STOCK OPTION" means a right granted under the Plan to a
    Holder  to purchase shares of Common Stock  at a fixed price for a specified
    period of time.
 
        (r) "OPTION PRICE"  means the  price at which  a share  of Common  Stock
    covered by an Option granted hereunder may be purchased.
 
        (s)  "OPTIONEE"  means an  Eligible Employee  who  has received  a Stock
    Option granted under the Plan.
 
        (t) "RESTRICTED STOCK AWARD" means a grant described in Section 6 of the
    Plan.
 
        (u) "SECURITIES ACT" means the Securities Act of 1933, as amended.
 
        (v) "SUBSIDIARY" means a "SUBSIDIARY" corporation as defined in  Section
    424(f) of the Internal Revenue Code of 1986, as amended.
 
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        (w)  "VESTED" means that  portion of a  Grant with respect  to which the
    Vesting Date has arrived or passed.
 
        (x) "VESTING DATE" means the date specified in Section 5 or 6 hereof, as
    the case  may  be,  or such  other  date  as shall  be  established  by  the
    Administrator or otherwise on the Grant Date or thereafter.
 
        (y) "VOTING SHARES" means the outstanding shares of the Company entitled
    to vote for the election of Directors.
 
    3.   STOCK AVAILABLE.  The number of shares of Stock for which Grants may be
made during any calendar year shall be that number which is equal to 1.5% of the
number of  issued  and  outstanding  shares  of  Common  Stock  of  the  Company
(excluding  treasury shares) as of  January 1 of such  year (January 1, 1993, in
the case of the first year). Any shares of Common Stock covered by Options which
have terminated or  expired prior  to exercise  or have  been cancelled  without
value  shall not be counted against the  annual limit and shall be available for
further grants hereunder  and shares  constituting the portion  of a  Restricted
Stock  Award that is forfeited before any dividends are paid upon such forfeited
shares shall not be counted against the annual limit and shall be available  for
further  grants hereunder. The  foregoing number of  shares available for Grants
shall be subject to  any adjustments which  may be made  pursuant to Section  12
hereof.  Shares of Stock used for Options may be either shares of authorized but
unissued Common  Stock or  treasury shares  or both.  Shares of  Stock used  for
Restricted  Stock Awards  shall be treasury  shares to the  extent that treasury
shares are available, and, if no treasury shares are available, Restricted Stock
Awards shall be authorized but unissued Common Stock.
 
    4.  PARTICIPANTS.  From  time to time the  Administrator shall, in its  sole
discretion,  but subject to all  of the provisions of  the Plan, determine which
Eligible Employees will be given Grants under the Plan, the number of Options or
shares of Restricted Stock to be granted to each such Eligible Employee and  the
terms,   conditions  and  restrictions  of  each  such  Grant.  In  making  such
determinations, the Administrator shall take into account the nature of services
rendered and to  be rendered  by the  respective recipients,  their present  and
potential  contribution to the  Company's success and such  other factors as the
Administrator in  its discretion  deems relevant  to the  accomplishment of  the
purposes  of the  Plan. In  any year, the  Administrator may  approve Options to
Eligible Employees  subject to  differing terms  and conditions  and  Restricted
Stock  Awards to Eligible  Employees subject to  differing terms and conditions.
During any calendar year, the  number of shares of  Stock with respect to  which
Options or Restricted Stock are granted to any one individual may not exceed 75%
of  the number of shares  of Stock available for  Grants during 1994, subject to
adjustment pursuant to Section 12 hereof.
 
    5.  OPTIONS.  Each  Option granted hereunder shall  be in writing and  shall
contain such terms and conditions as the Administrator may determine, subject to
the following:
 
        (a)   PRICE.   The Option Price shall  be not less than  85% of the Fair
    Market Value of Common Stock on the Grant Date.
 
        (b)  TERM AND EXERCISE.  Options granted hereunder shall have a term  of
    no  longer than ten  years from the  Grant Date. An  Option may be exercised
    only as to those portions of the Option that have Vested. Stock Options must
    be exercised for full shares of Common Stock.
 
        (c)  INCENTIVE  STOCK OPTIONS.   No  Option granted  hereunder shall  be
    deemed  an Incentive Stock Option  (as such term is  defined in the Internal
    Revenue Code) unless  (a) such Option  is designated as  an Incentive  Stock
    Option  at  the time  of  grant by  the  Administrator and  (b)  such Option
    otherwise meets the  requirements for Incentive  Stock Options specified  in
    the  Internal Revenue  Code. However, no  Option designated  as an Incentive
    Stock Option shall contain any restrictions  upon the ability of the  Holder
    to  dispose  of  Stock acquired  upon  the  exercise thereof  other  than as
    provided elsewhere in  this Plan.  During the life  of the  Plan, the  total
    number of
 
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    shares  for which Incentive Stock Options may  be granted may not exceed ten
    times the number of  shares available for Grants  under the Plan during  the
    first calendar year in which the Plan is in effect.
 
        (d)   VESTING.  Unless otherwise  determined by the Administrator on the
    Grant Date, each Option  shall Vest as to  twenty-five percent (25%) of  the
    Stock   covered  by  such  Option  on  each  of  the  first  through  fourth
    anniversaries  of  the  Grant  Date.  Notwithstanding  the  foregoing,   the
    Administrator  may accelerate Vesting, in whole or in part, under such terms
    and conditions as the Administrator deems appropriate.
 
        (e)  EXERCISE OF OPTION.  To  exercise an Option, the Holder shall  give
    written  notice of exercise to the  Company, specifying the number of shares
    of Common Stock to  be purchased and identifying  the specific Options  that
    are  being  exercised. From  time to  time  the Administrator  may establish
    procedures relating to  such exercises.  An Option is  exercisable during  a
    Holder's  lifetime only by the  Holder or, with respect  to options that are
    not designated as Incentive Stock Options, under such other circumstances as
    may be permitted by  Rule 16b-3, or any  successor rule, under the  Exchange
    Act  and all  interpretations of  the staff  of the  Securities and Exchange
    Commission thereunder.
 
        (f)  PAYMENT  OF OPTION  PRICE.  The  purchase price  for Options  being
    exercised must be paid in full at time of exercise. Payment shall be, at the
    option  of the holder at  the time of exercise,  by any combination of cash,
    check or delivery of shares of Common  Stock that have been owned by  Holder
    for  at least six months. If all or  a portion of the purchase price is paid
    by delivery of shares, the shares shall  be valued at the Fair Market  Value
    of  such  shares  on  the  date  of  exercise.    In  addition,  unless  the
    Administrator  determines  otherwise  at the  time  of grant, payment of the
    Option  Price  and  of  Minimum  Withholding  Taxes may be made  by (i) full
    recourse  promissory note  (secured or unsecured), payable on such terms and
    bearing such  interest as  the Administrator  may determine or (ii) delivery
    (on a form acceptable to the Administrator) of an irrevocable direction to a
    securities broker to sell shares of  Common Stock and to deliver part of the
    sales proceeds to  the Company  in payment of  the full exercise  price  and
    Minimum  Withholding  Taxes and  receipt  of written  confirmation  from the
    securities  broker of receipt of such  irrevocable direction, the  number of
    shares sold, the price at which sold and the date of sale.
 
        (g)  NONTRANSFERABILITY OF OPTIONS.  Options are not transferable except
    by will,  by the  laws of  descent  and distribution,  or, with  respect  to
    options  that are not  designated as Incentive Stock  Options, pursuant to a
    domestic  relations   order  or   under  such  other  circumstances  as  the
    Administrator may determine.
 
    6.   RESTRICTED STOCK  AWARDS.  Each  Restricted Stock Award  made under the
Plan shall contain  the following  terms, conditions and  restrictions and  such
additional  terms,  conditions  and restrictions  as  may be  determined  by the
Administrator at the time of grant.
 
        (a)  RIGHTS WITH RESPECT TO SHARES OF STOCK.  Upon written acceptance by
    the Eligible  Employee  of  restrictions  and  other  terms  and  conditions
    described in the Plan and in the instrument evidencing such Restricted Stock
    Award,  the Eligible Employee shall be a Holder, and the Company shall cause
    to be issued  or transferred  to the  name of  the Holder  a certificate  or
    certificates  for the number of shares of  Stock granted. From and after the
    Issue Date,  the Holder  shall have  absolute ownership  of such  shares  of
    Stock, including the right to vote and to receive dividends thereon, subject
    to  the terms, conditions and restrictions described  in the Plan and in the
    instrument evidencing the grant of such Restricted Stock Award.
 
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        (b)  RESTRICTIONS  ON TRANSFER.   Shares covered by  a Restricted  Stock
    Award  may not be sold, assigned, pledged, transferred or otherwise conveyed
    in any manner until the Vesting  Date for such shares.
 
        (c)   VESTING.  Unless otherwise  determined by the Administrator on the
    Grant Date, each Restricted Stock Award shall Vest as to twenty-five percent
    (25%) of the Stock covered by such grant on each of the first through fourth
    Vesting  Dates  which  occur  following  the  related  Grant  Date  of  such
    Restricted Stock Award. Notwithstanding the foregoing, the Administrator may
    accelerate the lapsing of restrictions on a Restricted Stock Award, in whole
    or  in  part under  such  terms and  conditions  as the  Administrator deems
    appropriate.
 
        (d)  AUTOMATIC VESTING IN SPECIAL CIRCUMSTANCES.  Any provisions  herein
    to   the   contrary  notwithstanding,   a   Restricted  Stock   Award  shall
    automatically become Vested upon (a) the  Death or Disability of the  Holder
    or (b) the occurrence of a Change in Control.
 
        (e)    AGREEMENT BY  HOLDER REGARDING  WITHHOLDING  TAXES.   Each Holder
    granted a Restricted Stock Award shall represent in writing that such Holder
    acknowledges that, with respect to each Restricted Stock Award held by  such
    Holder, (i) Minimum Withholding Taxes shall be due with respect to shares of
    Stock  covered by such  award, (ii) payment of  Minimum Withholding Taxes to
    the Company  is the  responsibility  of Holder  and  (iii) payment  of  such
    Minimum Withholding Taxes may require a significant cash outlay by Holder.
 
        (f)   ELECTION TO RECOGNIZE  GROSS INCOME IN THE YEAR  OF GRANT.  If any
    Holder properly elects within thirty (30) days of the Grant Date to  include
    in  gross income for federal income tax purposes an amount equal to the fair
    market value of the shares of Stock on the Grant Date, such Holder shall pay
    in cash to the  Company in the  calendar month of such  Grant Date, or  make
    arrangements  satisfactory to the  Administrator to pay  to the Company, any
    Minimum Withholding  Taxes required  to  be withheld  with respect  to  such
    shares.
 
        (g)    CONSIDERATION.   Recipients of  Restricted  Stock Awards  made in
    treasury shares  shall not  be  required to  pay  any consideration  to  the
    Company.  Recipients  of  Restricted  Stock  Awards  made  in  the  form  of
    previously  unissued  shares   shall  be  required   to  pay  such   minimum
    consideration,   if  any,  as  may  be   required  by  applicable  law.  The
    Administrator shall determine the form of  consideration at the time of  the
    award, which may include services rendered prior to the award.
 
        (h)  PERFORMANCE CONDITIONS.  If so determined by the Administrator, any
    grant  of Restricted Shares shall be made subject to a Performance Condition
    in addition  to  any vesting  requirements  imposed upon  such  grant.  Such
    Performance Condition shall operate as specified in this paragraph (h).
 
           (1) As used in this paragraph (h), the following terms shall have the
       indicated meanings:
 
               CERTIFICATION  DATE means  the date that  the Administrator makes
           its written certification of a Final Restricted Stock Award.
 
               EPS  means  fully  diluted  earnings  per  share,  determined  in
           accordance   with  generally  accepted   accounting  principles.  For
           purposes of the foregoing sentence, earnings shall mean income before
           extraordinary items, discontinued operations and cumulative effect of
           changes in  accounting  principles and  after  full accrual  for  the
           bonuses paid under this Plan.
 
               EPS  RATIO means the result  obtained by dividing Preliminary EPS
           by Target EPS.
 
               FINAL RESTRICTED STOCK AWARD means the product of the  Multiplier
           and the Original Restricted Stock Award.
 
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               MEASUREMENT  YEAR means (a)  in the case  of a grant  made in the
           first fiscal quarter of a fiscal year, that fiscal year or (b) in the
           case of a grant  made in the  second, third or  fourth quarters of  a
           fiscal year, the subsequent fiscal year.
 
               MULTIPLIER means (a) the sum of 0.1 and the EPS Ratio, if the EPS
           Ratio  is greater than or equal to 0 and less than 0.9, (b) 1, if the
           EPS Ratio is greater than or equal to 0.9, or (c) 0, if the EPS Ratio
           is less than 0.
 
               NINE-MONTH PERIOD means  the first three  fiscal quarters of  the
           Measurement Year.
 
               ORIGINAL  RESTRICTED  STOCK  AWARD  means  the  number  of shares
           initially granted pursuant to a  Restricted Stock Award made  subject
           to a Performance Condition.
 
               PRELIMINARY  EPS means 1.334  multiplied by EPS  for a Nine-Month
           Period.
 
               TARGET EPS means the  EPS goal set with  respect to a  Restricted
           Stock Award made subject to a Performance Condition.
 
           (2)  A  Restricted  Stock Award  shall  be subject  to  a Performance
       Condition only if  the Administrator  makes such a  determination on  the
       Grant Date or if the Holder consents thereto.
 
           (3)  If a  Restricted Stock  Award is  made subject  to a Performance
       Condition, the Administrator shall, not later than the end of the  second
       calendar month of the Measurement Year, determine the Target EPS for such
       award.
 
           (4)  After the public release by the Company of its unaudited results
       for the third fiscal quarter of the Measurement Year, the Chief Financial
       Officer shall, with respect to  each Restricted Stock Award made  subject
       to  a  Performance  Condition,  (a) calculate  the  Preliminary  EPS, (b)
       determine the Multiplier, (c) calculate the Final Restricted Stock Award,
       and (d) deliver such calculation to the Administrator.
 
           (5) The  Administrator shall,  prior to  the end  of the  Measurement
       Year, review the information submitted by the Chief Financial Officer and
       certify, in writing, each Final Restricted Stock Award.
 
           (6)  To the extent that  a Final Restricted Stock  Award is less than
       the Original Restricted Stock Award, the number of shares of the Original
       Restricted Stock Award representing the difference shall be forfeited  by
       the  Holder. The Final Restricted Stock Award shall bear the same vesting
       schedule as the Original Restricted Stock Award, and on each Vesting Date
       the percentage of the  Final Restricted Stock Award  that vests shall  be
       the  same as the  percentage of the Original  Restricted Stock Award that
       would have  vested  had no  shares  been forfeited  as  a result  of  the
       performance condition.
 
           (7) If all or a portion of a Restricted Stock Award made subject to a
       Performance  Condition  shall vest  prior  to the  Certification  Date by
       reason of death, Disability or a Change in Control, then the  Performance
       Condition  shall be cancelled and none of such shares shall be subject to
       reduction or forfeiture  as provided by  the Performance Condition.  Such
       shares  shall be released to Holder in  accordance with the terms of this
       plan relating to vested shares.
 
           (8) If all or a portion of a Restricted Stock Award made subject to a
       Performance Condition shall vest prior to the Certification Date for  any
       reason  other than  death, Disability or  a Change in  Control, no shares
       shall be released to  the Holder until after  the Certification Date.  No
       such vesting prior to the Certification Date shall in any way be deemed a
 
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       satisfaction,  waiver or  cancellation of the  Performance Condition, and
       such Restricted  Stock  Award  shall  remain  subject  to  reduction  and
       forfeiture as provided by the Performance Condition.
 
        (i)    ALTERNATIVE  PERFORMANCE CONDITIONS.    If so  determined  by the
    Administrator, any grant of  Restricted Shares shall be  made subject to  an
    Alternative  Performance Condition  in addition to  any vesting requirements
    imposed upon  such  grant.  Such  Alternative  Performance  Condition  shall
    operate as specified in this paragraph (i).
 
           (1) As used in this paragraph (i), the following terms shall have the
       indicated meanings:
 
               CERTIFICATION  DATE means  the date that  the Administrator makes
           its written certification of a Final Restricted Stock Award.
 
               ACTUAL EPS  means  fully  diluted  earnings  per  share  for  the
           Performance  Period, determined in accordance with generally accepted
           accounting  principles.  For  purposes  of  the  foregoing  sentence,
           earnings  shall mean income  before extraordinary items, discontinued
           operations and cumulative effect of changes in accounting  principles
           and after full accrual for the bonuses paid under this Plan.
 
               EPS  RATIO means  the result obtained  by dividing  Actual EPS by
           Target EPS.
 
               FINAL RESTRICTED STOCK AWARD means the product of the  Multiplier
           and the Original Restricted Stock Award.
 
               MULTIPLIER means (a) the sum of 0.1 and the EPS Ratio, if the EPS
           Ratio  is greater than or equal to 0 and less than 0.9, (b) 1, if the
           EPS Ratio is greater than or equal to 0.9, or (c) 0, if the EPS Ratio
           is less than 0.
 
               ORIGINAL RESTRICTED  STOCK  AWARD  means  the  number  of  shares
           initially  granted pursuant to a  Restricted Stock Award made subject
           to an Alternative Performance Condition.
 
               PERFORMANCE PERIOD  means  the period  of  service to  which  the
           Alternative Performance Condition relates.
 
               TARGET  EPS means the  EPS goal set with  respect to a Restricted
           Stock Award made subject to an Alternative Performance Condition.
 
           (2) A  Restricted Stock  Award  shall be  subject to  an  Alternative
       Performance   Condition   only  if   the   Administrator  makes   such  a
       determination on the Grant Date or if the Holder consents thereto.
 
           (3) If a  Restricted Stock Award  is made subject  to an  Alternative
       Performance  Condition, the Administrator shall establish the Performance
       Period and Target EPS for such award no later than the time permitted  by
       section 162(m) of the Internal Revenue Code.
 
           (4)  After the public release by the Company of its unaudited results
       for the  last  fiscal  quarter  of  the  Performance  Period,  the  Chief
       Financial Officer shall, with respect to each Restricted Stock Award made
       subject to an Alternative Performance Condition, (a) calculate the Actual
       EPS,  (b) determine  the Multiplier,  (c) calculate  the Final Restricted
       Stock Award, and (d) deliver such calculation to the Administrator.
 
           (5) The Administrator shall review  the information submitted by  the
       Chief  Financial Officer and  certify, in writing,  each Final Restricted
       Stock Award.
 
           (6) To the extent  that a Final Restricted  Stock Award is less  than
       the Original Restricted Stock Award, the number of shares of the Original
       Restricted  Stock Award representing the difference shall be forfeited by
       the Holder. The Final Restricted Stock Award shall bear the same  vesting
       schedule   as  the   Original  Restricted   Stock  Award,   and  on  each
 
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       Vesting Date  the percentage  of the  Final Restricted  Stock Award  that
       vests  shall be  the same  as the  percentage of  the Original Restricted
       Stock Award that  would have  vested had no  shares been  forfeited as  a
       result of the Alternative Performance Condition.
 
           (7)  If all or a portion of  a Restricted Stock Award made subject to
       an  Alternative   Performance  Condition   shall   vest  prior   to   the
       Certification Date by reason of death, Disability or a Change in Control,
       then the Alternative Performance Condition shall be cancelled and none of
       such  shares shall be  subject to reduction or  forfeiture as provided by
       the Alternative Performance Condition. Such  shares shall be released  to
       Holder  in  accordance with  the terms  of this  plan relating  to vested
       shares.
 
           (8) If all or a portion of  a Restricted Stock Award made subject  to
       an   Alternative   Performance  Condition   shall   vest  prior   to  the
       Certification Date  for any  reason  other than  death, Disability  or  a
       Change  in Control, no shares shall be released to the Holder until after
       the Certification Date. No such  vesting prior to the Certification  Date
       shall  in any way be deemed a satisfaction, waiver or cancellation of the
       Alternative Performance Condition, and such Restricted Stock Award  shall
       remain subject to reduction and forfeiture as provided by the Alternative
       Performance Condition.
 
    7.    WITHHOLDING  TAXES.   In  order  to  enable the  Company  to  meet 
any applicable foreign, federal  (including FICA), state  and local 
withholding  tax requirements,  a Holder shall be required  to pay the 
Minimum Withholding Taxes. No share of  stock will  be delivered to  any 
Holder  until Minimum  Withholding Taxes have been paid. At the option of the 
Holder, withholding taxes may be paid by any combination of (a) cash, (b) 
reduction in the number  of shares deliverable to Holder  (in the case of an 
Option) or  by surrendering  a portion  of  the Restricted  Stock Award  to  
the Company (in  either case "Share Reduction"), (c) delivery to the Company 
of other shares of Common Stock owned by Holder ("Share Delivery") or (d) any 
other means approved or ratified by the Administrator. If  withholding taxes  
are paid  by Share  Reduction or Share Delivery, such  shares shall  be 
valued  at the Fair Market  Value as of the date of exercise  or vesting. A 
Holder may elect to  have additional  shares withheld or surrendered pursuant 
to Share Reduction or Share Delivery above  the  amount  required  to  
satisfy  Minimum  Withholding Taxes. However, total combined Share Reduction 
and Share Delivery may not exceed the total taxes that  Holder will have to 
pay (assuming Federal and state taxes are imposed at his  marginal rate) by  
reason  of the  exercise or  vesting. In addition, any use of Share Delivery 
in excess of Minimum Withholding Taxes must be effected with shares that have 
been held at least six months. In the event that Minimum Withholding Taxes 
are not paid by Holder, to the  extent  permitted by law the Company shall 
have the right, but not the obligation, to cause  such withholding  taxes  to 
be satisfied  by  Share Reduction  or by  offsetting such withholding taxes 
against amounts otherwise due from the Company to the Holder.
 
    8.  RESTRICTIVE  LEGENDS; TRANSFER RESTRICTIONS;  CUSTODY.  So  long as  any
restrictions  or obligations imposed  pursuant hereto shall apply  to a share of
Stock (including, but not  limited to, the  restrictions or obligations  imposed
pursuant  to  Sections  5(f),  5(h),  6(b),  6(e),  6(f)  and  7  hereof),  each
certificate evidencing such share shall bear an appropriate legend referring  to
the  terms, conditions and  restrictions. In addition,  the Company may instruct
its transfer agent that shares of  Stock evidenced by such certificates may  not
be  transferred  without the  written  consent of  the  Company. Any  attempt to
dispose of such shares of Stock  in contravention of such terms, conditions  and
restrictions  shall be invalid.  Certificates representing shares  that have not
Vested or with  respect to which  Minimum Withholding Taxes  have not been  paid
will  be  held in  custody  by the  Company or  such  bank or  other institution
designated by the Administrator.
 
    9.   TERMINATION  OF CONTINUOUS  EMPLOYMENT.   If  the  Holder's  Continuous
Employment  with the Company  or any Subsidiary shall  terminate for any reason,
then, with respect to  any portion of a  Grant that has not  Vested prior to  or
concurrently  with such termination (a) in the  case of an Option, all rights to
such portion  that has  not Vested  shall terminate  and (b)  in the  case of  a
Restricted  Stock Award, all rights to the shares covered by any portion thereof
that  has  not  Vested   shall  be  forfeited;   provided,  however,  that   the
Administrator,   in  its  sole  discretion  within  ninety  (90)  days  of  such
termination of Continuous Employment, may notify the Holder in writing that  the
Holder's  rights in such  portion that has  not Vested will  not terminate or be
forfeited and that the Holder shall continue to be the owner thereof, subject to
such  continuing   restrictions   as   the  Administrator   may   prescribe   in
 
                                       8
<PAGE>
such  notice. Options then  held by the Holder  which are Vested  at the date of
termination shall continue to be exercisable  by the Holder, or, if  applicable,
Holder's  estate, until the earlier of 90 days after such date or the expiration
of such Options in accordance  with their terms. Notwithstanding the  foregoing,
(i)  the Administrator may in its sole discretion extend the period during which
an Option may  be exercised  following termination  of employment  at any  time,
provided that any such extension does not exceed the Option's normal termination
date,  and (ii) if exercise  of an Option during  the 90-day period described in
the previous sentence would subject the Holder to liability under Section 16  of
the Exchange Act, such Option shall be exercisable until the earliest of (a) its
normal  termination  date and  (b) seven  months after  the last  transaction in
Common Stock by the Holder prior to termination.
 
    10.  ADMINISTRATION.  The Plan  shall be administered by the  Administrator,
which  shall have full power and authority  to administer and interpret the Plan
and to adopt such rules, regulations, agreements, guidelines and instruments for
the  administration  of  the  Plan  as  the  Administrator  deems  necessary  or
advisable.  The Administrator's powers include, but  are not limited to (subject
to the  specific  limitations  described herein),  authority  to  determine  the
employees  who  shall receive  Grants  under the  Plan,  determine the  size and
applicable terms  and  conditions  of  Grants to  be  made  to  such  employees,
determine  the time when  Grants will be  made and authorize  Grants to Eligible
Employees.
 
    The Administrator's interpretations of the  Plan, and all actions taken  and
determinations  made by the Administrator concerning any matter arising under or
with respect to the Plan  or any Grants hereunder,  shall be final, binding  and
conclusive on all interested parties. The Administrator may delegate ministerial
functions  hereunder, such delegation to be subject to such terms and conditions
as the Administrator in its discretion shall determine. The Administrator may as
to all questions of accounting rely conclusively upon any determinations made by
the independent public accountants of the Company.
 
    11.  COMPLIANCE WITH  SECURITIES LAWS.   No Option may  be exercised and  no
Stock  may  be  issued  pursuant  to an  Option  or  transferred  pursuant  to a
Restricted Stock  Award  unless  the Administrator  shall  determine  that  such
exercise,  issuance or  transfer complies with  all relevant  provisions of law,
including, without limitation, the Securities Act, the Exchange Act,  applicable
state  securities laws, and rules and  regulations promulgated under each of the
foregoing, and the requirements of any  stock exchange upon which the Stock  may
then be listed or quotation system upon which the Stock may be quoted, and shall
be  further subject to the  approval of counsel for  the Company with respect to
such compliance. If the Stock subject to  this Plan is not registered under  the
Securities Act and under applicable state securities laws, the Administrator may
require that the Holder deliver to the Company such documents as counsel for the
Company  may  determine  are necessary  or  advisable in  order  to substantiate
compliance with  applicable  securities  laws  and  the  rules  and  regulations
promulgated thereunder.
 
    12.   ADJUSTMENT FOR CHANGE IN  STOCK SUBJECT TO PLAN.   In the event of any
change in the outstanding shares of Common  Stock by reason of any stock  split,
stock  dividend, recapitalization, merger,  consolidation, combination, spin-off
or exchange of shares or other similar corporate change, appropriate adjustments
shall be made by the Administrator in  the number of shares of Stock subject  to
this  Plan, the number of shares of Stock covered by each Grant and, in the case
of Options,  the Option  Price of  such  Option. Any  such adjustment  shall  be
determined  by  the Administrator  in its  sole discretion,  which determination
shall be  conclusive and  binding  for all  purposes of  the  Plan. Any  new  or
additional  Stock to which a Holder of  a Restricted Stock Award may be entitled
shall be subject to all the terms and conditions set forth in Section 6 of  this
Plan.  If  fractional  shares  become due  to  any  Holder as  a  result  of any
adjustment, the Company may, at its option, pay cash in lieu thereof.
 
    13.  NO RIGHTS TO GRANTS OR  EMPLOYMENT.  No employee or other person  shall
have  any claim or right to a Grant under the Plan. Receipt of a Grant under the
Plan shall not give an employee any
 
                                       9
<PAGE>
rights to receive  any other  Grant under  the Plan.  Neither the  Plan nor  any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any Subsidiary.
 
    14.  RIGHTS AS SHAREHOLDER.  A Holder under the Plan shall have no rights as
a  holder of Common Stock with respect  to Options granted hereunder, unless and
until certificates for shares of Common Stock are issued to such Holder.
 
    15.  PLAN  UNFUNDED.  The  Plan shall  be unfunded. Except  for reserving  a
sufficient number of authorized shares to the extent required by law to meet the
requirements  of the Plan,  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 grant under the Plan.
 
    16.   NO ASSIGNMENT.  Except as  specifically provided by law (including the
laws of descent  and distribution)  and elsewhere  herein, no  right or  benefit
under,  or interest  in, the Plan  shall be  subject to assignment,  and no such
right, benefit or interest shall be  subject to attachment or legal process  for
or against Holder or his or her beneficiaries, as the case may be.
 
    17.    GOVERNING LAW.    This Plan  shall be  governed  by and  construed in
accordance with the laws of the State of Delaware.
 
    18.  INDEMNIFICATION OF  ADMINISTRATOR.  Members  of the group  constituting
the  Administrator shall be indemnified for actions  with respect to the Plan to
the fullest extent permitted  by the Certificate  of Incorporation, as  amended,
and the By-laws of the Company and by the terms of any indemnification agreement
that has been or shall be entered into from time to time between the Company and
any such persons.
 
    19.  HEADINGS.  The headings used in this Plan are for convenience only, and
shall not be used to construe the terms and conditions of the Plan.
 
    20.   AMENDMENT.   The  Administrator may,  at any  time, amend,  suspend or
terminate the Plan,  in whole or  in part,  provided that no  such action  shall
adversely   affect  any  rights  or  obligations  with  respect  to  any  Grants
theretofore made hereunder. The Administrator may amend or cancel the terms  and
conditions  of any  outstanding Grant,  determine whether  cash will  be paid or
Grants will be made in replacement of, or as alternatives to, outstanding Grants
or grants under any other  incentive compensation plan; provided, however,  that
no  such change  shall be  adverse to the  Holder thereof  without such Holder's
consent.
 
    21.  EFFECTIVE  DATE, TERMINATION.   This Plan shall  become effective  upon
approval  by the stockholders of  the Company, and shall  remain in effect until
terminated by the Board of Directors or Administrator.
 
                                       10
