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                                                        EXHIBIT 10.1



                               AMERIPATH, INC.

                            AMENDED AND RESTATED

                           1996 STOCK OPTION PLAN

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        1.      PURPOSE. The purpose of this Plan is to advance the 
interests of AMERIPATH, INC., a Delaware corporation (the "Company"), and its
Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons who are key to the Company or its Subsidiaries,
including key employees of and consultants or advisors to the Company or its
Subsidiaries, whose efforts and judgment the success of the Company and its
Subsidiaries is largely dependent, through the encouragement of stock ownership
in the Company by such persons.

        2.      DEFINITIONS.  As used herein, the following terms shall 
have the meaning indicated:

                (a) "Board" shall mean the Board of Directors of 
the Company.

                (b) "Cause" shall mean any of the following:

                    (i)   a determination by the Company that there has 
        been a willful or grossly negligent failure by the Optionee to perform 
        his duties as an employee or Non-Employee Eligible Individual of the 
        Company;

                    (ii)  any conduct by the Optionee that either results 
        in the conviction of a felony under the laws of the United States of 
        America or any state thereof, or of an equivalent crime under the laws 
        of any other jurisdiction;

                    (iii) any act by the Optionee that the Company 
        determines to be in willful or wanton disregard of the Company's best 
        interest, or which results, or is intended to result, directly or 
        indirectly, in improper gain or personal enrichment of the Optionee at 
        the expense of the Company;

                    (iv)  a determination by the Company that the 
        Optionee has willfully or materially failed to comply with any rules, 
        regulations, policies or procedures of the Company, or that the 
        Optionee has engaged in any act, behavior or conduct showing such 
        willful or wanton disregard of the interests of the Company or 
        occasioned by a deliberate violation or disregard of standards of 
        behavior that the 


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        Company has a right to expect of its employees or of Non-Employee 
        Eligible Individuals; or

                    (v)   if the Optionee, while employed by the Company 
        and for two years thereafter, fails to safeguard, and divulges, 
        communicates, uses to the detriment of the Company or for the benefit 
        of any person or persons, or misuses in any way, any Confidential 
        Information.

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

                (d) "Committee" shall mean the committee appointed pursuant 
to Section 13 hereof to administer the Plan.

                (e) "Common Stock" shall mean the Company's Common Stock, 
par value $.01 per share.

                (f) "Confidential Information" shall mean any and all
information pertaining to the Company (including information relating to its
services, marketing practices, management agreements, clients, customers,
prospects, sources of prospects, suppliers, financial condition, results of
operations, costs and methods of doing business, owners and ownership structure)
that is not generally available to the public.

                (g) "Covered Employee" shall mean any individual who, at the
time of the grant of an Option, is (i) the Chief Executive Officer of the
Company or is acting in such capacity ("CEO"), (ii) among the four highest
compensated officers of the Company (other than the CEO), or (iii) otherwise
considered to be a "Covered Employee" within the meaning of Section 162(m) of
the Code.

                (h) "Effective Date" shall mean February 15, 1996.

                (i) "Fair Market Value" of a Share on any date of reference
shall be the "Closing Price" (as defined below) of the Common Stock on the
business day immediately preceding such date, unless the Committee in its sole
discretion shall determine otherwise in a fair and uniform manner. For this
purpose, the "Closing Price" of the Common Stock on any business day shall be
(i) if the Common Stock is listed or admitted for trading on any United States
national securities exchange, or if actual transactions are otherwise reported
on a consolidated transaction reporting system, the last reported sale price of
the Common Stock on such exchange or reporting system, as reported in any
newspaper of general circulation, (ii) if the Common Stock is quoted on the
National Association of Securities Dealers Automated Quotations System
("NASDAQ"), or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bid and low
asked quotations for such day of the Common Stock on such system, or (iii) if
neither clause (i) or (ii) is applicable, the mean between the high bid and low
asked quotations for the Common Stock as reported by the National Quotation

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Bureau, Incorporated if at least two securities dealers have inserted both bid
and asked quotations for the Common Stock on at least 5 of the 10 preceding
days. If the information set forth in clauses (i) through (iii) above is
unavailable or inapplicable to the Company (e.g., if the Company's Common Stock
is not then publicly traded), then the "Fair Market Value" of a Share shall be
the fair market value (i.e., the price at which a willing seller would sell a
Share to a willing buyer when neither is acting under compulsion and when both
have reasonable knowledge of all relevant facts) of a share of the Common Stock
on the business day immediately preceding such date as the Committee in its 
sole and absolute discretion shall determine in a fair and uniform manner.

                (j) "Incentive Stock Option" shall mean an incentive stock
option as defined in Section 422 of the Code.

                (k) "Non-Employee Eligible Individual" shall refer to an 
advisor or consultant to the Company who contributes or has an opportunity to
contribute to the success of the Company or any Subsidiary.

                (l) "Non-Statutory Stock Option" shall mean an 
Option which is not an Incentive Stock Option.
                        
                (m) "Option" (when capitalized) shall mean any 
option granted under this Plan.

                (n) "Optionee" shall mean a person to whom a stock 
option is granted under this Plan or any person who succeeds to the rights of 
such person under this Plan by reason of the death of such person or otherwise.

                (o) "Outside Director" shall mean a member of the 
Board who (i) is not a current employee of the Company or any Affiliate, (ii) 
is not a former employee of the Company or any Affiliate who receives 
compensation for prior services (other than benefits under a tax-qualified 
retirement plan) during the taxable year; (iii) has not been an officer of the
Company or any Affiliate; (iv) does not receive remuneration either directly or
indirectly, in any capacity other than as a director; and (v) satisfies any 
other conditions that shall from time to time be required to qualify as an 
"outside director" under Section 162(m) of the Code and the regulations 
thereunder and as a "Non-Employee Director" under Rule 16b-3 promulgated under 
the Securities Exchange Act. For this purpose, "Remuneration" shall have the 
meaning afforded that term pursuant to Treasury Regulations issued under 
Section 162(m) of the Code, and shall exclude any de minimis remuneration 
excluded under those Treasury Regulations.

                (p) "Plan" shall mean this Stock Option Plan of the
Company.

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

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                (r) "Share" shall mean a share of the Common Stock.

                (s) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

        3.      SHARES AND OPTIONS.  The Company may grant to Optionees 
from time to time Options to purchase an aggregate of up to Nine Hundred 
Thousand (900,000) Shares, first, from Shares held in the Company's treasury
and, if no such treasury Shares are available (including treasury Shares called
by the Company pursuant to applicable shareholder agreements, if any), from 
authorized and unissued Shares.  Upon the grant of any Option hereunder, such 
treasury or authorized and unissued Shares shall be reserved for issuance to 
permit exercise under this Plan. If any Option granted under the Plan shall 
terminate, expire, or be canceled or surrendered as to any Shares, new Options
may thereafter be granted covering such Shares. An Option granted hereunder 
shall be either an Incentive Stock Option or a Non-Statutory Stock Option as 
determined by the Committee at the time of grant of such Option and shall 
clearly state whether it is an Incentive Stock Option or Non-Statutory Stock 
Option. All Incentive Stock Options shall be granted within 10 years from the 
effective date of this Plan.

        4.      DOLLAR LIMITATION. Options otherwise qualifying as 
Incentive Stock Options hereunder will not be treated as Incentive Stock
Options to the extent that the aggregate Fair Market Value (determined at the
time the Option is granted) of the Shares, with respect to which Options
meeting the requirements of Code Section 422(b) are exercisable for the first
time by any individual during any calendar year (under all stock option or
similar plans of the Company and any Subsidiary), exceeds $100,000.
                
        5.      CONDITIONS FOR GRANT OF OPTIONS.

                (a) Each Option shall be evidenced by an option agreement
that may contain any term deemed necessary or desirable by the Committee,
provided such terms are not inconsistent with this Plan or any applicable law.
Optionees shall be those persons selected by the Committee who are employees of
the Company or any subsidiary (including employees who are directors or officers
of the Company or any Subsidiary) or who are Non-Employee Eligible Individuals.
Any person who files with the Committee, in a form satisfactory to the
Committee, a written waiver of eligibility to receive any Option under this Plan
shall not be eligible to receive any Option under this Plan for the duration of
such waiver.

                (b) In granting Options, the Committee shall take into
consideration the contribution the person has made or has the opportunity to
make with respect to the 

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success of the Company or its Subsidiaries and such other factors as the 
Committee shall determine. The Committee shall also have the authority to 
consult with and receive recommendations from officers and other personnel of 
the Company and its Subsidiaries with regard to these matters. The Committee 
may from time to time in granting Options under the Plan prescribe such other 
terms and conditions concerning such Options as it deems appropriate, 
including, without limitation, (i) prescribing the date or dates on which the 
Option becomes exercisable, (ii) providing that the Option rights accrue or 
become exercisable in installments over a period of years, or upon the 
attainment of stated goals, or both, or (iii) relating an Option to the 
continued employment of the Optionee for a specified period of time, provided 
that such terms and conditions are not more favorable to an Optionee than those
expressly permitted herein.

                (c) The Options granted to employees or Non-Employee
Eligible Individuals under this Plan shall be in addition to regular salaries,
pension, life insurance or other benefits related to their employment with or
service as a Non-Employee Eligible Individual to the Company or its
Subsidiaries. Neither the Plan nor any Option granted under the Plan shall
confer upon any person any right to employment or continuance of employment by
or service as a Non-Employee Eligible Individual the Company or its
Subsidiaries.

                (d) Notwithstanding any other provisions of the Plan to the
contrary, an Incentive Stock Option shall not be granted to any person owning
directly or indirectly (through attribution under Section 424(d) of the Code) at
the date of grant, stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company (or of its parent or subsidiary, as
those terms are defined in Section 424 of the Code, at the date of grant) unless
the option price of such Option is at least 110% of the Fair Market Value of the
Shares subject to such Option on the date the Option is granted, and such Option
by its terms is not exercisable after the expiration of five years from the date
such Option is granted.

                (e) Notwithstanding any other provision of this Plan, and in
addition to any other requirements of this Plan, the aggregate number of Shares
with respect to which Options may be granted to any one Optionee may not exceed
300,000, subject to adjustment as provided in Section 10(a) hereof.

                (f) Notwithstanding any other provision of this Plan, and in
addition to any other requirements of this Plan, Options may not be granted to a
Covered Employee unless the grant of such Option is authorized by, and all of
the terms of such Options are determined by, a Committee that is appointed in
accordance with Section 13 of this Plan and all of whose members are Outside
Directors.

                (g)  Incentive Stock Options may not be granted to any 
Non-Employee Eligible Individual.


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        6.      EXERCISE PRICE. The exercise price per Share of any Option 
shall be any price determined by the Committee; PROVIDED, HOWEVER, that the
exercise price of any Incentive Stock Option shall not be less than the Fair 
Market Value of the Shares underlying the Option (as determined in the sole 
and absolute discretion of the Committee in a fair and uniform manner) on the 
date such Incentive Stock Option is granted.

        7.      EXERCISE OF OPTIONS. An Option shall be deemed exercised 
when (i) the Company has received written notice of such exercise in accordance
with the terms of the Option, (ii) full payment of the aggregate option price
of the Shares as to which the Option is exercised has been made, and (iii)
arrangements that are satisfactory to the Committee in its sole discretion have
been made for the Optionee's payment to the Company of the amount that is
necessary for the Company or Subsidiary employing the Optionee to withhold in
accordance with applicable Federal or state tax withholding requirements.
Unless further limited by the Committee in any Option, the option price of any
Shares purchased pursuant to the exercise of such Option shall be paid in cash,
by certified or official bank check, by money order, with Shares owned by the
Optionee that have been owned by the Optionee for more than 6 months on the
date of surrender or such other period as may be required to avoid a charge to
the Company's earnings for financial accounting purposes, by authorization for
the Company to withhold Shares issuable upon exercise of the Option, by
arrangement with a broker that is acceptable to the Committee where payment of
the Option price is made pursuant to an irrevocable direction to the broker to
deliver all or a part of the proceeds from the sale of the Option Shares to the
Company in payment of the Option price, or by a combination of the above. The
Committee in its sole discretion may accept a personal check in full or partial
payment for any Shares so purchased. If the exercise price is paid in whole or
in part with Shares, the value of the Shares surrendered shall be their Fair
Market Value on the date the Option is exercised. The Company in its sole
discretion may, on an individual basis or pursuant to a general program
established in connection with this Plan, lend money to an Optionee, guarantee
a loan to an Optionee, or otherwise assist an Optionee to obtain the cash
necessary to exercise all or a portion of an Option granted hereunder or to pay
any tax liability of the Optionee attributable to such exercise. If the
exercise price is paid in whole or part with the Optionee's promissory note,
such note shall (i) provide for full recourse to the maker, (ii) be
collateralized by the pledge of the Shares that the Optionee purchases upon
exercise of such Option, (iii) bear interest at the prime rate of the Company's
principal lender, and (iv) contain such other terms as the Board or Committee
in its sole discretion shall reasonably require. No Optionee shall be deemed to
be a holder of any Shares subject to an Option unless and until a stock
certificate or certificates for such Shares are issued to such person(s) under
the terms of this Plan. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 10 hereof.

        8.      EXERCISABILITY OF OPTIONS. Any Option shall become 
exercisable in such amounts, at such intervals, upon such events or occurrences
and upon such other terms and conditions as shall be provided in the individual
option agreement evidencing such Option 


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(sometimes referred to herein as the "Option"), except as otherwise provided in
this Section 8:

                (a) The expiration date of an Option shall be determined by
the Committee at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date of grant of the
Option.

                (b) Unless otherwise provided in any Option, each 
outstanding Option shall become immediately fully exercisable:

                    (i)   if there occurs any transaction (which shall include
        a series of transactions occurring within 60 days or occurring
        pursuant to a plan), that has the result that stockholders of the
        Company immediately before such transaction cease to own at least 51%
        of the voting stock of the Company or of any entity that results from
        the participation of the Company in a reorganization, consolidation,
        merger, liquidation or any other form of corporate transaction;

                    (ii)  if the stockholders of the Company shall approve a 
        plan of merger, consolidation, reorganization, liquidation or
        dissolution in which the Company does not survive (unless the approved
        merger, consolidation, reorganization, liquidation or dissolution is
        subsequently abandoned); or

                    (iii) if the stockholders of the Company shall approve a 
        plan for the sale, lease, exchange or other disposition of all or
        substantially all the property and assets of the Company (unless such
        plan is subsequently abandoned).

                (c) The Committee may in its sole discretion accelerate the
date on which any Option may be exercised and may accelerate the vesting of any
Shares subject to any Option or previously acquired by the exercise of any
Option.

        9.      TERMINATION OF OPTION PERIOD.

                (a) Unless otherwise expressly provided in any Option, the
unexercised portion of any Option shall automatically and without notice
terminate and become null and void at the time of the earliest to occur of the
following:

                    (i)   one year after the date on which the Optionee's 
        employment or service as a Non-Employee Eligible Individual is
        terminated by the Company for any reason, including, but not limited
        to, a total and permanent (mental or physical) disability within the
        meaning of Code Section 22(e)(3)) as determined by a medical doctor
        satisfactory to the Committee, other than by reason of (A) Cause, or
        (B) the Optionee's death;



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                    (ii)  immediately upon the termination by the Company of the
        Optionee's employment or service as a Non-Employee Eligible
        Individual for Cause;

                    (iii) ninety days after the voluntary termination of 
        employment or service as a Non-Employee Eligible Individual by
        the Optionee;

                    (iv)  the later of (A) one year after the date of 
        termination of the Optionee's employment or service as a
        Non-Employee Eligible Individual by reason of death of the Optionee
        (other than an Optionee who terminated employment by reason of total
        and permanent disability), or (B) three months after the date of death
        of the Optionee (who terminated employment or service as a Non-Employee
        Eligible Individual by reason of total and permanent disability) if the
        death shall occur during the one year period specified in Subsection
        9(a)(i) hereof.

                (b) The Committee in its sole discretion may, by giving
written notice ("cancellation notice") to the Optionee, cancel, effective upon
the date of the consummation of any corporate transaction described in
Subsection 8(b)(ii) or (iii) hereof, any Option that remains unexercised on such
date. Such cancellation notice shall be given a reasonable period of time prior
to the proposed date of such cancellation and may be given either before or
after approval of such corporate transaction.

                (c) Upon termination of an Option pursuant to the foregoing
provisions of this Section 9, any Option not exercisable pursuant to Section 8
of this Plan shall be canceled.

        10.     ADJUSTMENT OF SHARES.

                (a) If, at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase or decrease in
the number or nature of issued and outstanding Shares through the declaration of
a stock dividend, through any recapitalization, reclassification, stock split,
combination or Company exchange of Shares (other than any such exchange or
issuance of Shares through which Shares are issued to effect an acquisition of
another business or entity), then and in such event:

                    (i)  appropriate adjustment shall be made by the Committee
        in the maximum number of Shares available for grant under the
        Plan, so that the same percentage of the Company's issued and
        outstanding Shares shall continue to be subject to being so optioned;
        and

                    (ii)  appropriate adjustment shall be made by the 
        Committee in the number of Shares and the exercise price per
        Share thereof then subject to any outstanding Option, so that the same
        percentage of the Company's issued and outstanding Shares shall remain
        subject to purchase at the same aggregate exercise price.


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                (b) Subject to the specific terms of any Option, the
Committee may change the terms of Options outstanding under this Plan, with
respect to the option price or the number of Shares subject to the Options, or
both, when, in the Committee's sole judgement and discretion, such adjustments
become appropriate by reason of a corporate transaction described in Subsection
8(b)(ii) or (iii) hereof.

                (c) Except as otherwise expressly provided herein or
determined by the Committee, the issuance by the Company of shares of its
capital stock of any class, or securities convertible into or exchangeable for
shares of capital stock of any class, either in connection with a direct or
underwritten sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of or exercise price of
Shares then subject to outstanding Options granted under the Plan.

                (d) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reclassifications, reorganizations or
other changes in the Company's capital structure or its business; (ii) any
merger or consolidation of the Company or to which the Company is a party; (iii)
any issuance by the Company of debt securities, or preferred or preference
stock, that would rank senior to or above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer, encumbrance, pledge or assignment of all or any part of the assets or
business of the Company; or (vi) any other corporate act or proceeding, whether
of a similar character or otherwise.

        11.     TRANSFERABILITY OF OPTIONS.

                (a) No Incentive Stock Option, and unless the Committee's
prior written consent is obtained (which consent may be obtained at the time an
Option is granted) and the transaction does not violate the requirements of Rule
16b-3 promulgated under the Securities Exchange Act no Non-Qualified Stock
Option, shall be subject to alienation, assignment, pledge, charge or other
transfer other than by the Optionee by will or the laws of descent and
distribution, and any attempt to make any such prohibited transfer shall be
void. Each Option shall be exercisable during the Optionee's lifetime only by
the Optionee, or in the case of a Non-Qualified Stock Option that has been
assigned or otherwise transferred with the Committee's prior written consent,
only by the assignee consented to by the Committee.

                (b) Unless the Committee's prior written consent is obtained
(which consent may be obtained at the time an Option is granted) and the
transaction does not violate the requirements of Rule 16b-3 promulgated under
the Securities Exchange Act, no Shares acquired by an Officer, as that term is
defined under Rule 16b-3, of the Company 


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or Director pursuant to the exercise of an Option may be sold, assigned,
pledged or otherwise transferred prior to the expiration of the six-month
period following the date on which the Option was granted.

        12.     ISSUANCE OF SHARES.

                (a) Notwithstanding any other provision of this Plan, the
Company shall not be obligated to issue any Shares unless it is advised by
counsel of its selection that it may do so without violation of the applicable
Federal and State laws pertaining to the issuance of securities, and may require
any stock so issued to bear a legend, may give its transfer agent instructions,
and may take such other steps, as in its judgment are reasonably required to
prevent any such violation.

                (b) As a condition of any sale or issuance of Shares upon
exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation including, but not limited to, the
following:

                    (i) a representation and warranty by the Optionee to the 
        Company, at the time any Option is exercised, that he is
        acquiring the Shares to be issued to him for investment and not with a
        view to, or for sale in connection with, the distribution of any such
        Shares; and

                    (ii) a representation, warranty and/or agreement to be 
        bound by any legends that are, in the opinion of the Committee,
        necessary or appropriate to comply with the provisions of any
        securities law deemed by the Committee to be applicable to the issuance
        of the Shares and are endorsed upon the Share certificates.

        13.     ADMINISTRATION OF THE PLAN.

                (a) The Plan shall be administered by the Committee, which
shall consist of not less than two Directors, each of whom shall be Outside
Directors. The Committee shall have all of the powers of the Board with respect
to the Plan. Any member of the Committee may be removed at any time, with or
without cause, by resolution of the Board and any vacancy occurring in the
membership of the Committee may be filled by appointment by the Board.

                (b) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The Committee's
determinations and its interpretation and construction of any provision of the
Plan shall be final and conclusive.


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                (c) Any and all decisions or determinations of the Committee
shall be made either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the unanimous written approval of the
members of the Committee.

                (d) The Board may reserve to itself the power to grant
Options to employees or Directors of the Company or any Subsidiary who are not
Covered Employees. If and to the extent that the Board reserves such powers,
then all references herein to the Committee shall refer to the Board with
respect to the Options granted by the Board.

        14.     WITHHOLDING OR DEDUCTION FOR TAXES. If at any time specified 
herein for the making of any issuance or delivery of any Option or Common Stock
to any Optionee, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or take any other action in connection with the
issuance or delivery then to be made, such issuance or delivery shall be
deferred until such withholding or deduction shall have been provided for by
the Optionee or beneficiary, or other appropriate action shall have been taken.

        15.     INTERPRETATION.

                (a) The Plan shall be administered and interpreted so that
all Incentive Stock Options granted under the Plan will qualify as Incentive
Stock Options under Section 422 of the Code. If any provision of the Plan should
be held invalid for the granting of Incentive Stock Options or illegal for any
reason, such determination shall not affect the remaining provisions hereof, and
the Plan shall be construed and enforced as if such provision had never been
included in the Plan.

                (b) This Plan shall be governed by the internal laws of the 
State of Delaware.

                (c) Headings contained in this Plan are for convenience only
and shall in no manner be construed as part of this Plan or affect the meaning
or interpretation of any part of the Plan.

                (d) Any reference to the masculine, feminine, or neuter gender
shall be a reference to such other gender as is appropriate.

                (e) As it is the intent of the Company that the Plan comply
in all respects with Rule 16b-3 promulgated under the Securities Exchange Act
("Rule 16b-3"), any ambiguities or inconsistencies in construction of the Plan
shall be interpreted to give effect to such intention, and 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. The Board and the Committee each may from time 

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to time adopt rules and regulations under, and amend, the Plan in furtherance
of the intent of the foregoing.

        16.     AMENDMENT AND DISCONTINUATION OF THE PLAN. Either the Board or
the Committee may from time to time amend the Plan or any Option; provided,
however, that, except to the extent provided in Section 10, no such amendment
may, without approval by the stockholders of the Company, (a) materially
increase the benefits accruing to participants under the Plan, (b) materially
increase the number of securities which may be issued under the Plan, or (c)
materially modify the requirements as to eligibility for participation in the
Plan; and provided further, that, except to the extent provided in Section 9,
no amendment or suspension of the Plan or any Option issued hereunder shall
substantially impair any Option previously granted to any Optionee without the
consent of such Optionee. Shareholder approval also shall be required for any
amendment to the Plan if and to the extent such approval is required by any
federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Common Stock may then be listed or
quoted.

        17.     EFFECTIVE DATE.  The Plan became effective on February 15, 
1996 and is hereby amended and restated effective as of November 21, 1996.


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