
<PAGE>
 
                                                                   EXHIBIT 10.17
                                
                                
                                
                                
                                
                                
                                
                                
                                
                      VERNITRON CORPORATION
                                
                 LONG-TERM STOCK INCENTIVE PLAN


















                      VERNITRON CORPORATION
                 LONG-TERM STOCK INCENTIVE PLAN
                                
     1.   Purpose.  The purpose of the Plan is to provide
additional incentive to those officers and key employees of the
Company and its Subsidiaries whose substantial contributions are
essential to the continued growth and success of the Company's
business in order to strengthen their commitment to the Company
and its Subsidiaries, to motivate such officers and employees to
faithfully and diligently perform their assigned responsibilities
and to attract and retain competent and dedicated individuals
whose efforts will result in the long-term growth and
profitability of the Company.  The purpose of the Plan is also to
secure for the Company and its stockholders the benefits of the
incentive inherent in increased common stock ownership by the
members of the Board who are not employees of the Company or any
of its subsidiaries.  To accomplish such purposes, the Plan
provides that the Company may grant Incentive Stock Options,
Nonqualified Stock Options, Restricted Stock Awards, Performance
Units or Stock Appreciation Rights.

     2.   Definitions.  For purposes of this Plan:

          (a)  [omitted]

          (b)  "Award" means a grant of Restricted Stock,
Performance Units or Stock Appreciation Rights, or any or all of
them.

          (c)  "Award Agreement" means the written agreement
between the Company and a Grantee evidencing the grant of an
Award and setting forth the terms and conditions thereof.

          (d)  "Board" means the Board of Directors of the
Company.

          (e)  "Cause" means the willful failure by an Optionee
or Grantee to perform his duties with the Company or with the
Subsidiary or the willful engaging in conduct which is injurious
to the Company or any Subsidiary, monetarily or otherwise.

          (f)  "Change in Capitalization" means any increase,
reduction, change or exchange of Shares for a different number or
kind of shares or other securities of the Company by reason of a
reclassification, recapitalization, merger, consolidation,
reorganization, issuance of warrants or rights, stock dividend,
stock split or reverse stock split, combination or exchange of
shares, repurchase of shares, change in corporate structure or
otherwise.
<PAGE>
 
          (g)  [omitted]

          (h)  "Code" means the Internal Revenue Code of 1986, as
amended.

          (i)  "Committee" means a committee, consisting of at
least two directors of the Company, which is appointed by the
Board to administer the Plan and to perform the functions set
forth herein.

          (j)  "Company" means Vernitron Corporation, a Delaware
corporation.

          (k)  "Disability" means the condition which results
when an individual has become permanently and totally disabled
within the meaning of Section 22(e)(3) of the Code.

          (1)  "Eligible Participant" means any director, officer
or other key employee of the Company or a Subsidiary designated
by the Committee as eligible to receive Options or Awards subject
to the conditions set forth herein.

          (m)  "Exchange Act" means the Securities Exchange Act
of 1934, as amended.

          (n)  "Fair Market Value" means the fair market value of
the Shares as determined by the Committee in its sole discretion,
provided, however, that (A) if the Shares are admitted to trading
on a national securities exchange, or if the Shares are admitted
to quotation on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or other comparable
quotation system and have been designated as a National Market
System ("NMS") security, Fair Market Value on any date shall be
the mean between the highest and lowest quoted selling prices
reported for the Shares on such exchange system on such date, or,
if there were no sales on such date but there were sales on dates
within a reasonable period both before and after such date, the
Fair Market Value shall be determined by taking a weighted
average of the means between the highest and lowest sales on the
nearest date before and the nearest date after such date
(weighted inversely by the respective numbers of trading days
between the selling dates and such date), or (B) if the Shares
are admitted to quotation on NASDAQ and have not been designated
a NMS security, Fair Market Value on any date shall be the
average of the highest bid and lowest asked prices of the Shares
on such system on such date.

          (o)  "Grantee" means a person to whom an Award has been
granted under the Plan.

          (p)  "Incentive Stock Option" means an Option that is
intended to satisfy the requirements of Section 422 of the Code
and is designated an Incentive Stock Option at the time of grant.

          (q)  "Nonqualified Stock Option" means an Option which
is designated at the time of grant as not constituting an
Incentive Stock Option.

          (r)  "Option" means an Incentive Stock Option, a
Nonqualified Stock Option, or either or both of them.

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

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

          (u)  "Parent" means any corporation that, with respect
to the Company, is described in Section 424(e) of the Code.

          (v)  "Performance Unit" means a performance unit
granted under Section 9 of the Plan.

          (w)  "Plan" means the Vernitron Corporation Long-Term
Stock Incentive Plan as set forth in this instrument and as it
may be amended from time to time.

          (x)  "Restricted Stock" means Shares issued or
transferred to an Eligible Participant which are subject to
<PAGE>
 
restrictions as provided in Section 8 hereof.

          (y)  "Shares" means the common stock, par value $.01
per share, of the Company (including any new, additional or
different stock or securities resulting from a Change in
Capitalization).

          (z)  "Stock Appreciation Right" means a right to
receive all or some portion of the increase in the value of
shares of Common Stock as provided in Section 7 hereof.

          (aa) "Subsidiary" means any corporation that, with
respect to the Company, is described in Section 424(f) of the
Code.

          (bb) "Successor Corporation" means a corporation, or a
Parent or Subsidiary thereof, which issues or assumes a stock
option in a transaction to which Section 424(a) of the Code
applies.

     3.   Administration.

          (a)  The Plan shall be administered by the Committee
which shall hold meetings at such times as may be necessary for
the proper administration of the Plan.  The Committee shall keep
minutes of its meetings.  A majority of the Committee shall
constitute a quorum and a majority of a quorum may authorize any
action.  No member of the Committee shall be personally liable
for any action, determination or interpretation made in good
faith with respect to the Plan, the Options or the Awards, and
all members of the Committee shall be fully indemnified and held
harmless by the Company with respect to any such action,
determination or interpretation.

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

          (1)  to determine those Eligible Participants to whom
options shall be granted under the Plan and the number of Shares
subject to Incentive Stock Options and/or Nonqualified Options to
be granted to each Eligible Participant and to prescribe the
terms and conditions (which need not be identical) of each
Option, including the purchase price per share of each Option;

          (2)  to select those Eligible Participants to whom
Awards shall be granted under the Plan and to determine the
number of Performance Units, shares of Restricted Stock and/or
Stock Appreciation Rights to be granted pursuant to each Award,
the terms and conditions of each Award, including the
restrictions or performance criteria relating to such units,
shares or rights, the purchase price per share, if any, of
Restricted Stock, the maximum value, if any, of the amount
payable pursuant to each Performance Unit and whether Stock
Appreciation Rights will be granted alone or in conjunction with
an Option;

          (3)  to construe and interpret the Plan and the Options
and Awards granted thereunder and to establish, amend and revoke
rules and regulations for the administration of the Plan,
including, but not limited to, correcting any defect or
supplying, any omission, or reconciling any inconsistency in the
Plan or in any Agreement, in the manner and to the extent it
shall deem necessary or advisable to make the Plan fully
effective, and all decisions and determinations by the Committee
in the exercise of this power shall be final and binding upon the
Company or a Subsidiary, the Optionees and the Grantees, as the
case may be;

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

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

     4.   Stock Subject to Plan.

          (a)  The maximum number of Shares that may be issued or
<PAGE>
 
transferred pursuant to Options and Awards under this Plan is
450,000 (or the number and kind of shares of stock or other
securities which are substituted for those Shares or to which
those Shares are adjusted upon a Change in Capitalization) and
the Company shall reserve for the purposes of the Plan, out of
its authorized but unissued Shares or out of Shares held in the
Company's treasury, or partly out of each, such number of Shares
as shall be determined by the Board.

          (b)  Whenever any outstanding Option or portion thereof
expires, is canceled or is otherwise terminated (other than by
exercise of the Option or any related Stock Appreciation Right),
the shares of Common Stock allocable to the unexercised portion
of such Option may again be the subject of Options and Awards
hereunder.

          (c)  Whenever any Shares subject to an Award or Option
are resold to the Company, or are forfeited for any reason
pursuant to the terms of the Plan, or any Shares are delivered to
pay the exercise price of an Option, any such Shares may again be
the subject of Options and Awards hereunder.

     5.   Eligibility.  Subject to the provisions of the Plan,
the Committee shall have full and final authority to select those
Eligible Participants who will receive Options and/or Awards;
provided, however, that no Eligible Participant shall receive any
Incentive Stock Option unless he is an employee of the Company or
a Subsidiary at the time the Incentive Stock Option is granted.

     6.   Stock Options.  The Committee may grant Options in
accordance with the Plan, the terms and conditions of which shall
be set forth in an Option Agreement.  Each Option and Option
Agreement shall be subject to the following conditions:

          (a)  Purchase Price.  The purchase price or the manner
in which the purchase price is to be determined for Shares under
each Option shall be set forth in the Option Agreement.

          (b)  Duration.  Options granted hereunder shall be for
such term as the Committee shall determine.  The Committee may,
subsequent to the granting of any Option, extend the term
thereof.

          (c)  Non-transferability.  No Option granted hereunder
shall be transferable by the Optionee to whom granted otherwise
than by will or the laws of descent and distribution, and an
Option may be exercised during the lifetime of such Optionee only
by the Optionee or his guardian or legal representative.  The
terms of such Option shall be binding upon the beneficiaries,
executors, administrators, heirs and successors of the Optionee.

          (d)  Vesting.  Subject to Section 12(c) hereof, each
Option shall be exercisable in such installments (which need not
be equal and at such times as may be designated by the Committee
and set forth in the Option Agreement.  To the extent not
exercised, installments shall accumulate and be exercisable, in
whole or in part, at any time after becoming exercisable, but not
later than the date the Option expires.  The Committee may
accelerate the exercisability of any Option or portion thereof at
any time.

          (e)  Method of Exercise.  The exercise of an Option
shall be made only by a written notice delivered in person or by
mail to the Secretary of the Company at the Company's principal
executive office, specifying the number of Shares to be purchased
and accompanied by payment therefor and otherwise in accordance
with the Option Agreement pursuant to which the Option was
granted.  The purchase price for any Shares purchased pursuant to
the exercise of an Option shall be paid in full upon such
exercise in cash, by check, or, at the discretion of the
Committee and upon such terms and conditions as the Committee
shall approve, by transferring Shares to the Company.  Any Shares
transferred to the Company as payment of the purchase price under
an Option shall be valued at their Fair Market Value on the day
preceding the date of exercise of such Option.  If requested by
the Committee, the Optionee shall deliver the Option Agreement
evidencing the Option and the Option Agreement evidencing any
related Stock Appreciation Right to the Secretary of the Company
who shall endorse thereon a notation of such exercise and return
such agreement(s), to the Optionee.  Not less than 100 Shares may
be purchased at any time upon the exercise of an Option unless
<PAGE>
 
the number of Shares so purchased constitutes the total number of
Shares then purchasable under the Option.

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

          (g)  Termination of Employment.  In the event that any
Optionee ceases to be employed by the Company or any Subsidiary,
any outstanding Options held by such Optionee shall, unless the
Option Agreement evidencing such Option provides otherwise,
terminate as follows:

               (1)  If the Optionee's termination of employment
is due to his death or Disability, the Option (to the extent
exercisable at the time of the Optionee's termination of
employment) shall be exercisable for a period of one (1) year
following such termination of employment, and shall thereafter
terminate;

               (2)  If the Optionee's termination of employment
is by the Company or a Subsidiary for Cause, the Option shall
terminate on the date of the Optionee's termination of
employment;

               (3)  (a)  If the Optionee's termination of
employment is by the Company or any Subsidiary for any other
reason (including an Optionee's ceasing to be employed by a
Subsidiary as a result of the sale of such Subsidiary or an
interest in such Subsidiary), the Option (to the extent
exercisable at the time of the Optionee's termination of
employment) shall be exercisable for a period of ninety (90) days
following such termination of employment, and shall thereafter
terminate; and

                    (b) If the Optionee's termination of
employment is by the Optionee (other than as set forth in
paragraph (1) above) the Option (to the extent exercisable at the
time of the Optionee's termination of employment) shall be
exercisable for a period of ten (10) days following such
termination of employment, and shall thereafter terminate; and

               (4)  If the Optionee's employment terminates due
to Disability (as described in paragraph (1) above) or under
circumstances described in paragraph (3) above, and the Optionee
dies prior to the permissible period of exercise for any
outstanding Option then held by the Optionee, the Option (to the
extent exercisable at the time of the Optionee's death) shall be
exercisable for a period of one (1) year following the Optionee's
termination of employment, and shall thereafter terminate.

Notwithstanding the foregoing, the Committee may provide, either
at the time an Option is granted or thereafter, that the Option
may be exercised after the periods provided for in this Section
6(g), but in no event beyond the term of the Option.

          (h)  [omitted]

          (i)  Subject to the terms of the Plan, the Committee
may modify outstanding Options or accept the surrender of
outstanding Options (to the extent not exercised) and grant new
Options in substitution therefor.  Notwithstanding the foregoing,
no modification of an Option shall alter or impair any rights or
obligations under the Option without the Optionee's consent.

     7.   Stock Appreciation Rights.  The Committee may, in its
discretion, either alone or in connection with the grant of an
Option, grant Stock Appreciation Rights in accordance with the
Plan, the terms and conditions of which shall be set forth in an
Award Agreement.  If granted in connection with an Option, a
Stock Appreciation Right shall cover the same Shares covered by
the Option (or such lesser number of Shares as the Committee may
determine) and shall, except as provided in this Section 7, be
subject to the same terms and conditions as the related Option.
<PAGE>
 
          (a)  Time of Grant.  A Stock Appreciation Right may be
granted:

               (1)  at any time if unrelated to an Option; or

               (2)  if related to an Option, either at the time
of grant, or at any time thereafter during the term of the
Option.

          (b)  Stock Appreciation Rights Related to an Option.

          (i)  Payment.  A Stock Appreciation Right granted in
connection with an Option shall entitle the holder thereof, upon
exercise of the Stock Appreciation Right or any portion thereof,
to receive payment of an amount computed pursuant to Section 7(b)
(iii).

          (ii) Exercise.  A Stock Appreciation Right granted in
connection with an Option shall be exercisable at such time or
times and only to the extent that the related Option is
exercisable, and will not be transferable except to the extent
the related Option may be transferable.  A Stock Appreciation
Right granted in connection with an Incentive Stock Option shall
be exercisable only if the Fair Market Value of a Share on the
date of exercise exceeds the purchase price specified in the
related Incentive Stock Option.

          (iii)     Amount Payable.  Except as otherwise provided
in an Award Agreement (as contemplated by Section 12(c)), upon
the exercise of a Stock Appreciation Right related to an Option,
the Grantee shall be entitled to receive an amount determined by
multiplying (A) the excess of the Fair Market Value of a Share on
the date of exercise of such Stock Appreciation Right over the
per Share purchase price under the related Option, by (B) the
number of Shares as to which such Stock Appreciation Right is
being exercised.  Notwithstanding the foregoing, the Committee
may limit in any manner the amount payable with respect to any
Stock Appreciation Right by including such a limit in the Award
Agreement evidencing the Stock Appreciation Right at the time it
is granted.

          (iv) Treatment of Related Options and Stock
Appreciation Rights Upon Exercise.  Upon the exercise of a Stock
Appreciation Right granted in connection with an Option, the
Option shall be canceled to the extent of the number of Shares as
to which the Stock Appreciation Right is exercised, and upon the
exercise of an Option granted in connection with a Stock
Appreciation Right or the surrender of such Option as may be
provided for in any Option Agreement, the Stock Appreciation
Right shall be canceled to the extent of the number of Shares as
to which the Option is exercised or surrendered.

          (v)  Cumulative Exercise of Stock Appreciation Right
and Option.  The Committee may provide, either at the time a
Stock Appreciation Right is granted in connection with a
Nonqualified Stock Option or thereafter during the term of the
Stock Appreciation Right, that, upon exercise of such Option or
the surrender of the Option as may be provided for in any Option
Agreement, the Stock Appreciation Right shall automatically be
deemed to be exercised to the extent of the number of Shares as
to which the Option is exercised or surrendered.  In such event,
the Grantee shall be entitled to receive the amount described in
Section 7 (b) (iii) or, if otherwise provided for in the Award
Agreement, as set forth therein, in addition to the Shares
acquired or cash received pursuant to the exercise or surrender
of the Option.  The inclusion in an Award Agreement evidencing a
Stock Appreciation Right of a provision described in this Section
7 (b) (v) may be in addition to and not in lieu of the right to
exercise the Stock Appreciation Right as otherwise provided
herein and in the Award Agreement.

          (c)  Stock Appreciation Rights Unrelated to an Option.
The Committee may grant to Eligible Participants Stock
Appreciation Rights unrelated to Options.  Stock Appreciation
Rights unrelated to Options shall contain such terms and
conditions as to exercisability, vesting and duration as the
Committee shall determine.  Except as otherwise provided in an
Award Agreement (as contemplated by Section 12 (c)) , the amount
payable upon exercise of such Stock Appreciation Rights shall be
determined in accordance with Section 7(b)(iii), except that
"Fair Market Value of a Share on the date of the grant of the
<PAGE>
 
Stock Appreciation Right" shall be substituted for "purchase
price under the related Option."

          (d)  Method of Exercise.  Stock Appreciation Rights
shall be exercised by a Grantee only by a written notice
delivered in person or by mail to the Secretary of the Company at
the Company's principal executive office, specifying the number
of Shares with respect to which the Stock Appreciation Right is
being exercised.  If requested by the Committee, the Grantee
shall deliver the Award Agreement evidencing the Stock
Appreciation Right being exercised and the Option Agreement
evidencing any related Option to the Secretary of the Company who
shall endorse thereon a notation of such exercise and return such
agreement(s) to the Grantee.

          (e)  Form of Payment.  Payment of the amount determined
under Sections 7(b)(iii) or 7(c), shall be made, at the sole
discretion of the Committee, either (i) solely in whole shares of
Common Stock in a number determined at their Fair Market Value on
the date of exercise of the Stock Appreciation Right, (ii) solely
in cash, (iii) by delivery of a Note or other security, or (iv)
in a combination of any of the foregoing.  If the Committee
decides to make full payment in Shares, and the amount payable
results in a fractional Share, payment for the fractional Share
will be made in cash.

     8.   Restricted Stock.  The Committee may grant Awards of
Restricted Stock which shall be evidenced by an Award Agreement
between the Company and the Grantee.  Each Award Agreement shall
contain such restrictions, terms and conditions as the Committee
may require and (without limiting the generality of the
foregoing) such Award Agreements may require that an appropriate
legend be placed on Share certificates.  Awards of Restricted
Stock shall be subject to the following terms and provisions:

          (a)  Rights of Grantee.

          (i)  Shares of Restricted Stock granted pursuant to an
Award hereunder shall be issued in the name of the Grantee as
soon as reasonably practicable after the Award is granted and the
purchase price, if any, is paid by the Grantee, provided that the
Grantee has executed an Award Agreement evidencing the Award, an
escrow agreement, appropriate stock powers and any other
documents which the Committee, in its absolute discretion, may
require as a condition to the issuance of such Shares.  If a
Grantee shall fail to execute the Award Agreement evidencing a
Restricted Stock Award, an escrow agreement or appropriate blank
stock powers or shall fail to pay the purchase  price, if any,
for the Restricted Stock, the Award shall be null and void.
Shares issued in connection with a Restricted Stock Award shall
be deposited together with the stock powers with an escrow agent
designated by the Committee.  Except as restricted by the terms
of the Award Agreement, upon delivery of the Shares to the escrow
agent, the Grantee shall have all of the rights of a stockholder
with respect to such Shares, including the right to vote the
shares and to receive all dividends or other distributions paid
or made with respect to the shares.

          (ii) If a Grantee receives any dividends or other
distributions with respect to any Shares which were awarded to
him as Restricted Stock prior to the lapsing of restrictions
imposed upon such Shares, such dividends and distributions shall
be held by the escrow agent subject to the restrictions and
obligations (including forfeiture provisions) provided by this
Plan.  Any such dividends and distributions shall be held by the
escrow agent for the account of the Grantee prior to the earlier
of (i) the lapsing of restrictions imposed upon such Shares and
(ii) the forfeiture of such Shares; and, upon the lapsing of such
restrictions, there shall be credited to the Grantee interest at
a rate to be determined by the Committee on any cash dividend
paid thereon for the period held by the escrow agent pursuant
hereto.

          (b)  Non-Transferability.  Until any restrictions upon
the Shares of Restricted Stock award to a Grantee shall have
lapsed in the manner set forth in Section 8(c), such Shares shall
not be sold, transferred or otherwise disposed of and shall not
be pledged or otherwise hypothecated, nor shall they be delivered
to the Grantee.  Upon the termination of employment of the
Grantee, all of such Shares with respect to which restrictions
have not lapsed shall be resold by the Grantee to the Company at
<PAGE>
 
the same price, if any, paid by the Grantee for such Shares or
shall be forfeited and automatically transferred to and
reacquired by the Company at no cost to the Company if no
purchase price had been paid for such Shares.  The Committee may
also impose such other restrictions and conditions on the Shares
as it deems appropriate.

          (c)  Lapse of Restrictions.

          (i)  Restrictions upon Shares of Restricted Stock
awarded hereunder shall lapse at such time or times and on such
terms, conditions and satisfaction of performance criteria as the
Committee may determine; provided, however, that the restrictions
upon such Shares shall lapse only if the Grantee on the date of
such lapse is then and has continuously been an employee of the
Company or a Subsidiary from the date the Award was granted.

          (ii) [omitted]

          (iii)     In the event of termination of employment as
a result of the death or Disability of a Grantee, the Committee,
in its absolute discretion, may determine that the restrictions
upon some or all Shares of Restricted Stock awarded to the
Grantee shall thereupon immediately lapse.  The Committee may
also decide at any time, in its absolute discretion and on such
terms and conditions as it deems appropriate, to remove or modify
the restrictions upon Shares of Restricted Stock awarded
hereunder.

          (d)  Delivery of Shares.  Upon the lapse of the
restrictions on Shares of Restricted Stock awarded hereunder, the
Committee shall cause a stock certificate to be delivered to the
Grantee with respect to such Shares, free of all restrictions.

     9.   Performance Units.  The Committee may grant Performance
Units, the terms and conditions of which shall be set forth in an
Award Agreement between the Company and the Grantee.  Each
Performance Unit shall represent the right to receive a Share, or
a cash payment equal to the Fair Market Value thereof, contingent
upon the Company's attainment of specified performance objectives
within a specified award period.  Each Award Agreement shall
specify the number of the Performance Units to which it relates,
the performance objectives which must be satisfied in order for
the Performance Units to vest, and the award period within which
such objectives must be satisfied.

          (a)  Performance Objectives.  Performance objectives
may be expressed in terms of (a) net earnings or net worth, (b)
return on equity or assets, (c) any combination of the foregoing,
or (d) any other standard or standards deemed appropriate by the
Committee.  Performance objectives may be absolute or relative
and may be expressed in terms of a progression within a specified
range, with the Grantee being entitled to all Performance Units
covered by an Award only in the event a specified maximum
objective is met or surpassed but being entitled to a percentage
of such Performance Units in the event a specified minimum
objective is met or surpassed and to increasing percentages of
such Performance Units in the event specified intermediate
objectives are met or surpassed.

          (b)  Vesting and Forfeiture.  A Grantee shall become
vested with respect to the Performance Units to the extent that
the performance objectives set forth in the Award Agreement are
satisfied within the award period.  Subject to the terms of any
Award Agreement (as contemplated by Section 12(c) hereof), if the
specified performance objectives are not satisfied within the
award period, the Grantee's rights with respect to the
Performance Units shall be forfeited.

          (c)  Payment of Awards.  Subject to the terms of any
Award Agreement (as contemplated by Section 12(c)), payments to
Grantees in respect of vested Performance Units shall be made
within the later of (x) 2 weeks after the availability of
financial statements for the award period to which such Award
related and (y) sixty (60) days after the last day of the award
period to which such Award relates.  Such payments may be made
entirely in Shares, entirely in cash, or in a combination of
Shares and cash, in each case as the Committee shall determine.
Except as provided in the terms of any Award Agreement (as
contemplated by Section 12 (c)), if payment is made in the form
of cash, the amount payable in respect of any Share shall be
<PAGE>
 
equal to the Fair Market Value of such Share on the last day of
the award period.

          (d)  Termination of Employment.  In the event that a
Grantee ceases to be employed by the Company or a Subsidiary
prior to the expiration of an award period for any reason, any
nonvested Performance Units previously awarded to said Eligible
Participant shall be forfeited unless the Committee in its
discretion determines that some part or all of said Performance
Units shall continue in effect under the Plan to the extent the
applicable performance objectives are satisfied within the award
period.

          (e)  Non-transferability.  No amounts payable under
this Plan in respect of Performance Units shall be transferable
by the Grantee otherwise than by will or by the laws of descent
and distribution provided that the Grantee may designate a
beneficiary to receive such amounts in the event of the Grantee's
death.

     10.  Loans.

          (a)  The Company or any Subsidiary may make loans to a
Grantee or Optionee in connection with the purchase of Share
pursuant to an Award or in connection with the exercise of an
Option, subject to the following terms and conditions and such
other terms and conditions not inconsistent with the Plan
including the rate of interest, if any, as the Committee shall
impose from time to time.

          (b)  No loan made under the Plan shall exceed the sum
of (i) the aggregate purchase price payable pursuant to the
Option or Award with respect to which the loan is made, plus (ii)
the amount of the reasonably estimated income taxes payable by
the Optionee or Grantee with respect to the Option or Award.  In
no event may any such loan exceed the Fair Market Value, at the
date of exercise, of any such Shares.

          (c)  No loan shall have an initial term exceeding ten
(10) years; provided, that loans under the Plan shall be
renewable at the discretion of the Committee; and provided,
further, that the indebtedness under each loan shall become due
and payable, as the case may be, on a date no later than (i) one
(1) year after termination of the Optionee's or Grantee's
employment due to death, retirement or Disability, or (ii) the
date of termination of the Optionee's or Grantee's employment for
any reason other than death, retirement or Disability.

          (d)  Loans under the Plan may be satisfied by an
Optionee or Grantee, as determined by the Committee, in cash or,
with the consent of the Committee, in whole or in part by the
transfer to the Company of Shares whose Fair Market Value on the
date of such payment is equal to the cash amount due and payable
under such loans.

          (e)  A loan shall be secured by a pledge of Shares with
a Fair Market Value of not less than the principal amount of the
loan.  After partial repayment of a loan, pledged Shares no
longer required as security may, at the discretion of the
Committee, be released to the Optionee or Grantee.

          (f)  Every loan shall meet all applicable laws,
regulations and rules of the Federal Reserve Board and any other
governmental agency having jurisdiction.

     11.  Adjustment Upon Changes in Capitalization.

          (a)  In the event of a Change in Capitalization, the
Committee shall conclusively determine the appropriate
adjustments, if any, to the maximum number and class of shares of
stock with respect to which Options or Awards may be granted
under the Plan, the number and class of shares or units as to
which Options or Awards have been granted under the Plan, and the
purchase price therefor, if applicable.

          (b)  Any such adjustment in the Shares or other
securities subject to outstanding Incentive Stock Options
(including any adjustments in the purchase price) shall be made
in such manner as not to constitute a modification as defined by
Section 424 (h) (3) of the code and only to the extent otherwise
permitted by Sections 422 and 424 of the Code.
<PAGE>
 
          (c)  If, by reason of a Change in Capitalization, a
Grantee of an Award shall be entitled to new, additional or
different shares of stock, securities or Performance Units (other
than rights or warrants to purchase securities), such new,
additional or different shares shall thereupon be subject to all
of the conditions, restrictions and performance criteria which
were applicable to the Shares or units pursuant to the Award
prior to such Change in Capitalization.

     12.  Effect of Certain Transactions.  (a) In the event of
(i) a merger or consolidation in which the Company is not the
surviving corporation or (ii) the sale or disposition of all or
substantially all of the Company's assets, the Company shall have
the authority to make provision in connection with such
transaction (x) for the assumption of Options or Awards
theretofore granted under the Plan, or the substitution for such
Options or Awards of new options or awards of the Successor
Corporation, with appropriate adjustment as to the number and
kind of shares and the purchase price for shares thereunder, or
(y) for the surrender of outstanding Options and Awards and the
payments of cash in consideration therefor at their fair market
value.

          (b)  Notwithstanding any other provisions of the Plan
to the contrary, in the event any Option or Award is granted to
any Eligible Participant who is a non-employee director of the
Company (a "Non-Employee Director"), the Committee, in its sole
discretion, shall determine at the time of grant, and shall set
forth in the applicable Award Agreement or Option Agreement, as
the case may be, appropriate provisions with respect to the
effect of the termination of the Non-Employee Director's service,
including, without limitation, with respect to the exercisability
or vesting of each such Option or Award.

          (c)  The Committee may, in its sole discretion,
accelerate or agree to accelerate the exercisability or vesting
of any Option, Restricted Stock, Performance Unit or Stock
Appreciation Right granted under the Plan, or any or all of them,
or any portion thereof, at any time, for any reason, including,
but not limited to, the occurrence of a change of control (as
defined by the Committee in its sole discretion), and provide or
agree to provide for payments in consideration for the exercise
of, surrender or repurchase of an Option or Award (at such times
and in such amounts determined by the Committee in its sole
discretion, which amounts, in the case of a change of control,
may be based upon the highest price per share paid in the
transaction even if greater than the Fair Market Value at the
time of exercise, surrender or repurchase).  Any such
determination by the Committee may be set forth in the applicable
Option Agreement, Award Agreement or otherwise.

     13.  Release of Financial Information.  A copy of the
Company's annual report to stockholders shall be delivered to
each Optionee and Grantee at the time such report is distributed
to the Company's stockholders.  Upon request the Company shall
furnish to each Optionee and Grantee a copy of its most recent
annual report and each quarterly report and current report filed
under the Exchange Act, since the end of the Company's prior
fiscal year.

     14.  Termination and Amendment of the Plan.  The Plan shall
terminate on the day preceding the tenth anniversary of its
effective date and no Option or Award may be granted thereafter.
The Board may sooner terminate or amend the Plan at any time, and
from time to time and in any manner.  Except as provided in
Sections 11 and 12 hereof, rights and obligations under any
Option or Award granted before any amendment of the Plan shall
not be altered or impaired by such amendment, except with the
consent of the Optionee or Grantee, as the case may be.

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

     16.  Limitation of Liability.  As illustrative of the
<PAGE>
 
limitations of liability of the Company, but not intended to be
exhaustive thereof, nothing in the Plan shall be construed to:

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

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

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

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

     17.  Regulations and Other Approvals; Governing Law.

          (a)  This Plan and the rights of all persons claiming
any interest hereunder shall be construed and determined in
accordance with the laws of the State of Delaware without giving
effect to the choice of law principles thereof, except to the
extent that such law is preempted by federal law.

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

          (c)  Except as otherwise provided in Section 15, the
Board may make such changes as may be necessary or appropriate to
comply with the rules and regulations of any government
authority, or to obtain for Eligible Participants granted
Incentive Stock Options the tax benefits under the applicable
provisions of the Code and regulations promulgated thereunder.

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

          (e)  In the event that the disposition of Shares
acquired pursuant to the Plan is not covered by a then current
registration statement under the Securities Act of 1933, as
amended, and is not otherwise exempt from such registration, such
Shares shall be restricted against transfer to the extent
required by the Securities Act of 1933, as amended, or
regulations thereunder, and the Committee may require any
individual receiving Shares pursuant to the Plan, as a condition
precedent to receipt of such Shares (including upon exercise of
an Option), to represent to the Company in writing that the
Shares acquired by such individual are acquired for investment
only and not with a view to distribution.

     18.  Miscellaneous.

          (a)  Multiple Agreements.  The terms of each Option or
Award may differ from other Options or Awards granted under the
Plan at the same time, or at some other time.  The Committee may
also grant more than one Option or Award to a given Eligible
Participant during the term of the Plan, either in addition to,
or in substitution for, one or more Options or Awards previously
granted to that Eligible Participant.  The grant of multiple
Options and/or Awards may be evidenced by a single Agreement or
multiple Agreements, as determined by the Committee.

          (b)  Withholding of Taxes.  The Company shall have the
right to deduct from any distribution of cash to any Optionee or
Grantee an amount equal to the federal, state and local income
<PAGE>
 
taxes and other amounts required by law to be withheld with
respect to any Option or Award.  Notwithstanding anything to the
contrary contained herein, if any Optionee or Grantee is entitled
to receive Shares upon exercise of an Option or pursuant to an
Award, the Company shall have the right to require such Optionee
or Grantee, prior to the delivery of such Shares, to pay to the
Company the amount of any federal, state or local income taxes
and other amounts which the Company is required by law to
withhold.  The Plan Agreement evidencing any Incentive Stock
Options granted under this Plan shall provide that if the
Optionee makes a disqualifying disposition, within the meaning of
Section 421(b) of the Code and the regulations promulgated
thereunder, of any Share or Shares issued to him or her pursuant
to his or her exercise of the Incentive Stock Option he or she
shall, within ten (10) days of such disqualifying disposition,
notify the Company thereof and immediately deliver to the Company
any amount of federal income tax withholding required by law.

          (c)  Designation of Beneficiary.  Each Optionee and
Grantee may, with the consent of the Committee, designate a
person or persons to receive in the event of his/her death, any
Option or Award or any amount payable pursuant thereto, to which
he/she would then be entitled.  Such designation will be made
upon forms supplied by and delivered to the Company and may be
revoked by the Optionee or Grantee in writing.  If an Optionee or
Grantee fails effectively to designate a beneficiary, then
his/her estate will be deemed to be the beneficiary.

     19.  Effective Date.  The effective date of the Plan shall
be the date of its adoption by the Board, subject only to the
approval by the affirmative vote of a majority of the votes
eligible to be cast at a meeting of stockholders of the Company
to be held within twelve (12) months of such adoption.
