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                                                                   EXHIBIT 10.4
 
                         ROBERT HALF INTERNATIONAL INC.
                           1989 RESTRICTED STOCK PLAN
              (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 26, 1997)
 
    1.   DEFINITIONS.  As used in this  Plan, the following terms shall have the
meanings set forth below:
 
        1.1.  ADMINISTRATOR  means the  Board or  a committee  appointed by  the
    Board, the composition and 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.
 
        1.2.  BOARD means the Board of Directors of the Company.
 
        1.3.     COMPANY  means  Robert  Half  International  Inc.,  a  Delaware
    corporation.
 
        1.4.  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.
 
        1.5.    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 Participant 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.
 
        1.6.    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.
 
        1.7.   EXCHANGE  ACT means  the  Securities  Exchange Act  of  1934,  as
    amended.
 
        1.8.   GRANT DATE  means the date  on which a  Restricted Stock Grant is
    granted to an Eligible Employee.
 
        1.9.  ISSUE DATE means  the date on which shares  of Stock subject to  a
    Restricted  Stock  Grant are  issued or  transferred by  the Company  to the
    account of an Eligible Employee who has received such grant.
 
        1.10.  OFFER means a tender offer or an exchange offer for the Company's
    Stock.
 
        1.11.  PARTICIPANT means an individual to whom a Restricted Stock  Grant
    is granted under the Plan.
 
        1.12.  PLAN means this 1989 Restricted Stock Plan.
 
        1.13.   RESTRICTED STOCK GRANT  means a grant described  in Section 8 of
    the Plan which  is made  by the Company  and approved  by the  Administrator
    under and pursuant to the Plan.
 
        1.14.  SECURITIES ACT means the Securities Act of 1933, as amended.
 
        1.15.  STOCK means the Common Stock, $.001 par value, of the Company.
 
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        1.16.  SUBSIDIARY means a "subsidiary" corporation as defined in Section
    425(f) of the Internal Revenue Code of 1986, as amended.
 
        1.17.   VESTING DATE means  the last day of  the calendar month in which
    the annual organizational Board meeting following the annual meeting of  the
    stockholders  of  the  Company is  held,  or  such other  date  as  shall be
    established by the Administrator; provided, however, that the "Vesting Date"
    with respect to a  particular Restricted Stock Grant  shall not include  the
    last day of the month in which such Restricted Stock Grant is granted.
 
        1.18.    VOTING  SHARES  means the  outstanding  shares  of  the Company
    entitled to vote for the election of Directors.
 
        1.19.  WITHHOLDING TAXES means  any applicable federal, state and  local
    income  and other employment taxes which the Company is required to withhold
    in connection  with  the  lapse  of  restrictions  on  Stock  subject  to  a
    Restricted Stock Grant.
 
    2.    PURPOSE.   The purpose  of  the Plan  is to  aid  the Company  and its
Subsidiaries in attracting, retaining  and motivating management employees  with
outstanding  ability, competence and potential. The Plan provides such employees
with a proprietary interest in the Company's success and progress by granting to
them shares  of Stock  in accordance  with the  terms and  conditions set  forth
below.
 
    3.   STOCK  SUBJECT TO  THE PLAN.   A  total of  1,800,000 shares  of Stock,
subject to adjustment as provided in Section  9 of the Plan, all of which  shall
be  treasury shares, shall be  reserved for issuance under  this Plan. If, on or
before termination of the Plan, any shares  of Stock shall be reacquired by  the
Company  pursuant to the  termination provisions described in  Section 11 of the
Plan or in  the instruments evidencing  the making of  Restricted Stock  Grants,
such shares may again be granted under the Plan.
 
    4.   ADMINISTRATION.   The Plan shall be  administered by the Administrator.
Subject to  all the  applicable provisions  of the  Plan, the  Administrator  is
authorized  to  make Restricted  Stock Grants  in accordance  with the  Plan, to
construe and interpret  the Plan,  to prescribe,  amend, and  rescind rules  and
regulations relating to the Plan, and to make all determinations and to take all
actions  necessary or advisable for the Plan's administration. Whenever the Plan
authorizes  or  requires  the  Administrator  to  take  any  action,  make   any
determination   or  decision,  or  form  any  opinion,  then  any  such  action,
determination, decision or opinion  by or of the  Administrator shall be in  the
absolute discretion of the Administrator and shall be final and binding upon all
persons   in  interest,  including  the   Company,  its  shareholders,  and  all
Participants.
 
    5.  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 granted Restricted  Stock Grants under the Plan,  the
number  of shares of Stock to be granted  to each such Eligible Employee and the
terms, conditions  and restrictions  of  each such  Restricted Stock  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 Restricted Stock Grants to Eligible Employees subject to differing terms
and conditions.
 
    6.   RIGHTS WITH RESPECT TO SHARES OF STOCK.  The Administrator shall notify
each Eligible Employee to whom a Restricted Stock Grant has been granted of such
grant. 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  Grant,  the Eligible  Employee  shall  be  a
Participant, and the Company shall cause to be issued or transferred to the name
of  the Participant a  certificate or certificates  for the number  of shares of
Stock granted, subject to the provisions  of Section 8.6 hereof. From and  after
the  Issue Date, the Participant shall have absolute ownership of such shares of
Stock,
 
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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 Grant.
 
    7.  EMPLOYMENT.  No grant of a Restricted Stock Grant to a Participant under
the Plan shall affect any right of  the Company or any Subsidiary to  terminate,
with or without cause, the Participant's employment at any time.
 
    8.   TERMS AND CONDITIONS OF RESTRICTED  STOCK GRANT.  Each Restricted Stock
Grant 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.
 
        8.1.   TERMINATION  OF  CONTINUOUS EMPLOYMENT.    If  the  Participant's
    Continuous Employment with the Company or any Subsidiary shall terminate for
    any  reason,  except as  provided  in Section  8.3,  all the  rights  of the
    Participant to such shares of Stock as to which restrictions have not lapsed
    pursuant to this  Section or  under Sections 8.2,  8.3 or  8.4 hereof  shall
    immediately  terminate; provided,  however, that  the Administrator,  in its
    sole discretion, within ninety (90)  days of such termination of  Continuous
    Employment,  may notify  the Participant  in writing  that the Participant's
    rights in such  shares will  not terminate  and that  the Participant  shall
    continue  to  be  the  owner  of such  shares,  subject  to  such continuing
    restrictions as the Administrator may prescribe in such notice.
 
        8.2.  LAPSE OF RESTRICTIONS.  The restrictions imposed on any Restricted
    Stock Grant shall lapse as to twenty-five percent (25%) of the Stock granted
    pursuant to such grant on each  of first through fourth Vesting Dates  which
    occur  following  the related  Grant Date  of  such Restricted  Stock Grant.
    Notwithstanding the foregoing, the Administrator may accelerate the  lapsing
    of  restrictions on a  Restricted Stock Grant,  in whole or  in part, (i) as
    permitted by  Section 8.1;  (ii)  as required  by  any employment  or  other
    agreement  with  the  Company  or  any  Subsidiary  to  which  a Participant
    hereunder is  a party;  or (iii)  under  such terms  and conditions  as  the
    Administrator deems appropriate.
 
        8.3.    TERMINATION  OF  CONTINUOUS EMPLOYMENT  BY  REASON  OF  DEATH OR
    DISABILITY.  Any provisions of Section 8.1 to the contrary  notwithstanding,
    if a Participant (i) has been in the Continuous Employment of the Company or
    a  Subsidiary since the Grant Date of  a Restricted Stock Grant and (ii) the
    employment of  such  Participant is  terminated  as  a result  of  death  or
    Disability,  then, on the date of such termination, the restrictions imposed
    on any Restricted Stock Grant shall lapse as to all shares of Stock  granted
    to such Participant pursuant to such Restricted Stock Grant.
 
        8.4.   CHANGE  IN CONTROL.   In  the event  of a  Change in  Control (as
    defined in this  Section 8.4), all  restrictions on any  and all  Restricted
    Stock  Grants then outstanding shall immediately lapse. For purposes of this
    Plan, a  "Change  in  Control" shall  occur  in  the event  of  any  of  the
    following:
 
 
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           8.4.1.  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 (i) 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, (ii) 
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, (iii) 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 (iv) 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.

           8.4.2.  The stockholders of the Company shall approve any plan or 
proposal for the liquidation or dissolution of the Company.

           8.4.3.  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 (i) are directors of the Company 
as of the date hereof, or (ii) 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.

           8.4.4.  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.

           8.4.5.  The stockholders of the Company approve a definitive 
agreement (i) 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 (ii) to sell or otherwise dispose of all or 
substantially all of the assets of the Company.

        8.5.   AGREEMENT  BY  PARTICIPANT REGARDING  WITHHOLDING  TAXES.    Each
    Participant granted a Restricted Stock Grant shall represent in writing that
    such  Participant acknowledges that,  with respect to  each Restricted Stock
    Grant held by such Participant, (i) on each Vesting Date, Withholding  Taxes
    become  due with respect to shares of  Stock as to which restrictions lapse,
    (ii) payment of Withholding  Taxes to the Company  is the responsibility  of
    Participant  and  (iii)  payment of  such  Withholding Taxes  may  require a
    significant cash  outlay  by  Participant.  In  addition,  each  Participant
    granted a Restricted Stock Grant shall be subject to the following rules:
 
           8.5.1.   PAYMENT OF  TAXES.  Within five  (5) business days following
       any lapsing of restrictions  pursuant to the  operation of Sections  8.1,
       8.2,   8.3  or  8.4  hereof,  the  Company  shall  notify  each  affected
       Participant or, if applicable under Section 8.3, his or her estate, as to
       the amount of Withholding Taxes required to be withheld by the Company as
       a result of the lapse of  restrictions. Within five (5) business days  of
       receipt   of  such  notice,  Participant   shall  make  full  payment  of
       Withholding Taxes to the Company. Such payment may be made in cash or  by
       check or by reduction in the number of shares deliverable to Participant.
       If  Withholding  Taxes are  paid  by reduction  of  the number  of shares
       deliverable to Participant, such  shares shall be valued  as of the  date
       that  the restrictions lapsed. In the event that such payment is not made
       within the specified  time period,  to the  extent permitted  by law  the
       Company  shall  have the  right to  cause such  Participant's Withholding
       Taxes obligation to  be satisfied  by reducing  the number  of shares  of
       Stock deliverable or by offsetting such Withholding Taxes against amounts
       otherwise  due  from the  Company to  such  Participant. The  Company may
       instruct  its  transfer  agent  to  withhold  delivery  of   certificates
       evidencing  such shares  of Stock  until Participant's  Withholding Taxes
       obligation has been satisfied in full.
 
           8.5.2.  ELECTION TO RECOGNIZE GROSS INCOME IN THE YEAR OF GRANT.   If
       any  Participant 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 Participant shall pay to the Company in the calendar month of
       such Grant Date, or make  arrangements satisfactory to the  Administrator
       to pay to the Company, any Withholding Taxes required to be withheld with
       respect to such shares.
 
        8.6.    RESTRICTIVE  LEGENDS;  TRANSFER  RESTRICTIONS;  CUSTODY.    Each
    certificate evidencing  shares of  Stock granted  pursuant to  a  Restricted
    Stock  Grant  may  bear  an  appropriate  legend  referring  to  the  terms,
    conditions and  restrictions described  in the  Plan and  in the  instrument
    evidencing  the Restricted Stock Grant. In  addition, if required under this
    Plan or applicable securities  laws, 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
 
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    restrictions shall be  invalid. Until the  restrictions thereon have  lapsed
    and  the  related Withholding  Taxes obligations  have been  satisfied, such
    certificates will be held in  custody by the Company  or such bank or  other
    institution designated by the Administrator.
 
        8.7.   NO ASSIGNMENT.  Except as specifically provided by law (including
    the laws  of  descent and  distribution),  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 Participant or his or her beneficiaries, as the case may be.
 
        8.8.    COMPLIANCE WITH  SECURITIES  LAWS.   Stock  shall not  be issued
    pursuant to a  Restricted Stock Grant  unless the issuance  and delivery  of
    Stock  pursuant thereto  shall comply 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.
 
        8.9.  REGISTRATION AND RESALE.  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  Participant 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.
 
        8.10.  HOLDING PERIOD.  Deleted.
 
        8.11.  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  other restrictions imposed  pursuant to  this
    Section  8. Such  Performance Condition shall  operate as  specified in this
    Section 8.11.
 
           8.11.1  As used in this Section 8.11, 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 Unvested 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.
 
               PERFORMANCE PERIOD  means  the period  of  service to  which  the
           Performance Condition relates.
 
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               TARGET  EPS means the  EPS goal set with  respect to a Restricted
           Stock Award made subject to a Performance Condition.
 
               UNVESTED RESTRICTED STOCK AWARD means  the number of shares of  a
           Restricted  Stock Award made subject  to a Performance Condition with
           respect to which the restrictions otherwise imposed by this Section 8
           have not lapsed pursuant to Section 8.2, 8.3 or 8.4.
 
           8.11.2  A Restricted  Stock Award shall be  subject to a  Performance
       Condition only if (a) the Administrator makes such a determination on the
       Grant Date or (b) the Participant consents to the Performance Condition.
 
           8.11.3   If a Restricted Stock Award is made subject to a 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.
 
           8.11.4  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 a  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.
 
           8.11.5   The Administrator shall  review the information submitted by
       the  Chief  Financial  Officer  and  certify,  in  writing,  each   Final
       Restricted Stock Award.
 
           8.11.6   To the  extent that a  Final Restricted Stock  Award is less
       than the Unvested  Restricted Stock Award,  the number of  shares of  the
       Unvested  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 Unvested 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 Unvested  Restricted
       Stock  Award that  would have  vested had no  shares been  forfeited as a
       result of the Performance Condition.
 
           8.11.7  If  all or a  portion of an  Unvested Restricted Stock  Award
       made  subject  to a  Performance  Condition shall  have  the restrictions
       otherwise imposed by this Section 8  removed by operation of Section  8.3
       or  8.4, 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  the
       Participant in accordance with the terms of this plan relating to  shares
       with respect to which no restrictions remain.
 
           8.11.8   If all  or a portion  of an Unvested  Restricted Stock Award
       made subject  to  a Performance  Condition  shall have  the  restrictions
       otherwise  imposed by this Section 8 removed for any reason other than by
       operation of  Section 8.3  or 8.4,  no shares  shall be  released to  the
       Participant  until  after  the  Certification Date.  No  such  removal of
       restrictions prior to the Certification Date shall in any way be deemed a
       satisfaction, waiver or  cancellation of the  Performance Condition,  and
       such  Unvested Restricted Stock  Award shall remain  subject to reduction
       and forfeiture as provided by the Performance Condition.
 
    9.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  If the Stock is changed  by
reason   of   a  stock   split,  reverse   stock   split,  stock   dividend,  or
recapitalization, or is converted into or exchanged for other securities,  other
than  as a result of a Change  of Control, appropriate adjustments shall be made
in the  number and  class of  shares  of Stock  subject to  this Plan  and  each
Restricted  Stock Grant made  pursuant to this Plan;  provided, however, that if
fractional shares  become  due  to any  Participant  as  a result  of  any  such
adjustment,  the Company may, at its option, pay cash in lieu thereof. Each such
adjustment shall  be determined  by the  Administrator in  its sole  discretion,
which  determination  shall be  final and  binding  on all  persons. Any  new or
additional Stock to  which a Participant  may be entitled  under this Section  9
shall  be subject to all the terms and conditions set forth in Section 8 of this
Plan.
 
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    10.  DURATION OF PLAN.  Unless  sooner terminated, the Plan shall remain  in
effect  for a period  of ten years  from its effective  date. Termination of the
Plan shall not affect  any Restricted Stock  Grants previously granted  pursuant
thereto,  which  shall  remain in  effect  until their  restrictions  shall have
lapsed, all in accordance with their terms.
 
    11.  AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.   The  Board  or  the
Administrator may at  any  time  amend,  alter,  suspend,  or  discontinue  this
Plan,  except  to  the  extent  that  stockholder  approval  is required for any
amendment  or  alteration (a) by  Rule  16b-3  or  applicable  law  in  order to
exempt from Section 16(b) of the Exchange Act  any  transaction contemplated  by
this Plan, (b) by the rules of the New York Stock  Exchange,  if  the  Company's
securities are listed thereon, or (c) by the rules  of  National Association  of
Securities  Dealers  automated  quotation  system  pertaining  to  the  National
Market System,  if  the  Company's  securities  are  quoted  thereon;  provided,
however,  no  amendment,  alteration,  suspension  or  discontinuation  shall be
made that would impair the rights of any Participant under  a  Restricted  Stock
Grant  without  such  Participant's  consent.  Subject  to  the  foregoing,  the
Administrator  shall  have  the  power to  make  such changes in the regulations
and administrative provisions  hereunder,  or  in  any  Restricted  Stock  Grant
(with  the  Participant's  consent),  as in the opinion of the Administrator may
be appropriate from time to time.
 
    12.  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 person.
 
    13.  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.
 
    14.   EFFECTIVE DATE.  This Plan shall become effective upon adoption by the
Board. If  stockholder approval  is required  (a) under  the General  Rules  and
Regulations  promulgated under Section 16 of the Exchange Act in order to exempt
any transaction contemplated by this Plan from Section 16(b) of the Exchange Act
or (b) by the rules of the New York Stock Exchange, if the Company's  securities
are  listed thereon, or (c)  by the rules of  National Association of Securities
Dealers automated quotation system pertaining to the National Market System,  if
the  Company's securities are quoted thereon,  then this Plan shall be submitted
to the stockholders of the Company for consideration at the next annual  meeting
of  stockholders. The Administrator may make Restricted Stock Grants conditioned
on such approval, and any Restricted Stock  Grant so made shall be effective  as
of the date of grant, subject only to such approval.
 
                                       7
