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                                                                     EXHIBIT 4.7

 
                          BROADCASTING PARTNERS, INC.
                         1994 LONG TERM INCENTIVE PLAN


     SECTION 1. Purpose.  The purposes of this Broadcasting Partners, Inc. 1994
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Long Term Incentive Plan (the "Plan") are to encourage selected employees of
Broadcasting Partners, Inc. (together with any successor thereto, the "Company")
and its Affiliates (as defined below) to acquire a proprietary interest in the
growth and performance of the Company, to generate an increased incentive to
contribute to the Company's future success and prosperity, thus enhancing the
value of the Company for the benefit of its shareholders, and to enhance the
ability of the Company and its Affiliates to attract and retain exceptionally
qualified individuals upon whom, in large measure, the sustained progress,,
growth, and profitability of the Company depend.

     SECTION 2. Definitions.  As used in the Plan, the following terms shall
                -----------                                                 
have the meanings set forth below:

  "Affiliate" shall mean (i) any entity that, directly or through one or more
intermediaries, is controlled by the Company and (ii) any entity in which the
Company has a significant equity interest, as determined by the Committee.

  "Award" shall mean any Option, Stock Appreciation Right, Restricted Security,
Performance Award, Dividend Equivalent, or Other Stock-Based Award granted under
the Plan.

  "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award granted under the Plan.

  "Board" shall mean the Board of Directors of the Company.

  "Cause", as used in connection with the termination of a Participant's
employment, shall mean (i) with respect to any Participant employed under a
written contract with the Company or an Affiliate of the Company which contract
includes a definition of "cause," "cause" as defined in such contract and (ii)
with respect to any other Participant, the failure to perform adequately in
carrying out such Participant's employment responsibilities, including any
directives from the Board, or engaging in such behavior in his personal or
business life, as to lead the Committee in its reasonable judgment to determine
that it is in the best interests of the Company to terminate his employment.

  "Class A Common" shall mean the Class A Common Stock of the Company, $.01 par
value.

   "Class B Common" shall mean the Class B Common Stock of the Company, $.01 par
value.
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  "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

  "Committee" shall mean the Compensation Committee or any other committee of
the Board designated by the Board to administer the Plan and composed of not
less than two outside directors, as described in Section 162(m) of the Code,
each of whom, to the extent necessary to comply with Rule 16b-3 only, is a
"disinterested person" within the meaning of Rule 16b-3.

  "Common Shares" shall mean any or all, as applicable, of the Class A Common or
the Class B Common and such other securities or property as may become the
subject of Awards, or become subject to Awards, pursuant to an adjustment made
under Section 4(b) of the Plan and any other securities of the Company or any
Affiliate or any successor that may be so designated by the Committee.

  "Dividend Equivalent" shall mean any right granted under Section 6(e) of the
Plan.

  "Employee" shall mean any employee of the Company or of any Affiliate.

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

  "Fair Market Value" shall mean (A) with respect to any property other than the
Common Shares, the fair market value of such property determined by such methods
or procedures as shall be established from time to time by the Committee; and
(B) with respect to the Common Shares, as of any date, (i) the last reported
sales price on the New York Stock Exchange, or, if not reported for the New York
Stock Exchange on the Composite Tape, or, in case no such reported sale takes
place on such day, the average of the reported closing bid and asked quotations
on the New York Stock Exchange; (ii) if the Common Shares are not listed on the
New York Stock Exchange or no such quotations are available, the closing price
of the Common Shares as reported by the National Market System, or similar
organization, or, if no such quotations are available, the average of the high
bid and low asked quotations as quoted in the National Association of Securities
Dealers' Automated Quotation System, or similar organization; or (iii) in the
event that there shall be no public market for the Common Shares, the fair
market value of the Common Shares as determined (which determination shall be
conclusive) in good faith by the Committee, based upon the value of the Company
as a going concern, as if such Common Shares were publicly owned stock, but
without any discount with respect to minority ownership.

  "Good Reason", as used in connection with the termination of a Participant's
employment, shall mean (i) with respect to any Participant employed under a
written employment contract with the Company or an Affiliate of the Company,
"good reason" as defined in such written employment agreement or, if such
contract contains no such definition, a material breach by the Company of such
written employment agreement or (ii) with respect to any other Participant, a
failure by the Company to pay such Participant any amount otherwise vested and

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due and a continuation of such failure for 30 business days following notice to
the Company thereof.

  "Incentive Stock Option" shall mean an option granted under Section 6 (a) of
the Plan that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.

  "Non-Qualified Stock Option" shall mean an option granted under Section 6 (a)
of the Plan that is not intended to be an Incentive Stock Option.  Any stock
option granted by the Committee which is not designated an Incentive Stock
Option shall be deemed a Non-Qualified Stock Option.

  "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

  "Other Stock-Based Award" shall mean any right granted under Section 6(f) of
the Plan.

  "Participant" shall mean any Employee granted an Award under the Plan.

  "Performance Award" shall mean any right granted under Section 6(d) of the
Plan.

  "Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, or government or
political subdivision thereof.

  "Released Securities" shall mean securities that were Restricted Securities
but with respect to which all applicable restrictions have expired, lapsed or
been waived in accordance with the terms of the Plan or the applicable Award
Agreement.

   "Restricted Securities" shall mean any Common Share granted under Section 6
(c) of the Plan, any right granted under Section 6(c) of the Plan, that is
denominated in Common Shares or any other Award under which issued and
outstanding Common Shares are held subject to certain restrictions.

  "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Exchange Act, or any successor rule or regulation thereto
as in effect from time to time.

  "16b-3 Plan" shall mean the Plan in the event that any Employee becomes
subject to Section 16 of the Exchange Act with respect to Common Shares.

  "Securities Act" shall mean the Securities Act of 1933, as amended.

  "Stock Appreciation Right" shall mean any right granted under Section 6 (b) of
the Plan.

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  "Stockholders Agreements" shall mean collectively (a) the Stockholders and
Registration Rights Agreement dated as of September 1, 1988 among the Company
and the management, investors and other entities listed on the signature pages
and (b) the Agreement and Consent dated as of June 2, 1993 among the Company and
the Stockholders listed on its signature pages thereof, and any amendments
thereto as successor agreements.

     SECTION 3. Administration.  The Plan shall be administered by the
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Committee.  Subject to the terms of the Plan and applicable law, and in addition
to other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to an
eligible Employee under the Plan; (iii) determine the number and classification
of Common Shares to be covered by (or with respect to which payments, rights, or
other matters are to be calculated in connection with) Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash, Common
Shares, other securities, other Awards, or other property, or canceled,
forfeited, or suspended, and the method or methods by which Awards may be
settled, exercised, canceled, forfeited, or suspended; (vi) determine
requirements for the vesting of Awards or performance criteria to be achieved in
order for Awards to vest; (vii) determine whether, to what extent, and under
what circumstances cash, Common Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (viii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (ix) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (x) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.  Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive, and binding upon all Persons, including the Company, any
Affiliate, any Participant, any holder or beneficiary of any Award, any
shareholder, and any Employee.  Notwithstanding the foregoing the maximum number
of Awards which may be granted to any one participant under this Plan shall not
exceed 150,000 Common Shares, subject to the adjustments provided in Section
4(b) hereof and (b) no Awards under this Plan shall be granted after December
31, 2004.

     SECTION 4.  Common Shares Available for Awards.
                 ---------------------------------- 

     (a)  Common Shares Available.  Subject to adjustment as provided in Section
          -----------------------                                               
4(b):

          (i)  Calculation of Number of Common Shares Available.  The number of
               ------------------------------------------------                
     Common Shares available for granting Awards under the Plan shall be
     700,000, any or all of which may be or may be based on Class A Common,
     Class B Common, any

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<PAGE>
 
     other security which becomes the subject of Awards, or any combination
     thereof.  Initially 700,000 shares of Class A Common and 700,000 shares of
     Class B Common shall be reserved for Awards hereunder.  However, an award
     based on one class of common stock shall also reduce an identical number of
     shares of the other class of common stock reserved for Awards so that only
     Awards based on 700,000 Common Shares shall be available under this Plan,
     subject to the adjustments provided for in Section 4 (b).  Further, if,
     after the effective date of the Plan, any Common Shares covered by an Award
     granted under the Plan, or to which such an Award relates, are forfeited,
     or if an Award otherwise terminates or is canceled without the delivery of
     Shares or of other consideration, then the Common Shares covered by such
     Award, or to which such Award relates, or the number of Common Shares
     otherwise counted against the aggregate number of Common Shares available
     under the Plan with respect to such Award, to the extent of any such
     forfeiture, termination or cancellation, shall again be, or shall become,
     available for granting Awards under the Plan.

          (ii)  Accounting for Awards.  For purposes of this Section 4,
                ---------------------                                  

               (A)  if an Award (other than a Dividend Equivalent) is
          denominated in or based upon Common Shares, the number of Common
          Shares covered by such Award, or to which such Award relates, shall be
          counted on the date of grant of such Award against the aggregate
          number of Common Shares available for granting Awards under the Plan
          and against the maximum number of Awards available to any participant;
          and

               (B)  Dividend Equivalents and Awards not denominated in Common
          Shares may be counted against the aggregate number of Common Shares
          available for granting Awards under the Plan and against the maximum
          number of Awards available to any participant in such amount and at
          such time as the Committee shall determine under procedures adopted by
          the Committee consistent with the purposes of the Plan;

     provided, however, that Awards that operate in tandem with (whether granted
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     simultaneously with or at a different time from), or that are substituted
     for, other Awards may be counted or not counted under procedures adopted by
     the Committee in order to avoid double counting.  Any Common Shares that
     are delivered by the Company, and any Awards that are granted by, or become
     obligations of, the Company, through the assumption by the Company or an
     Affiliate of, or in substitution for, outstanding awards previously granted
     by an acquired company shall, in the case of Awards granted to Employees
     who are officers or directors of the Company for purposes of Section 16 of
     the Exchange Act, be counted against the Common Shares available for
     granting Awards under the Plan.

          (iii)   Sources of Common Shares Deliverable Under Awards.  Any Common
                  -------------------------------------------------             

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     Shares delivered pursuant to an Award may consist, in whole or in part, of
     authorized and unissued Common Shares or of treasury Common Shares.

     (b)  Adjustments. In the event that the Committee shall determine that any
          -----------                                                          
dividend or other distribution (whether in the form of cash, Common Shares,
other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Common Shares or other securities of the
Company, issuance of warrants or other rights to purchase Common Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Common Shares such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of common shares (or other securities or property) which
thereafter may be made the subject of Awards, (ii) the number and kind of Common
Shares (or other securities or property) subject to outstanding Awards, and
(iii) the grant or exercise price with respect to any Award or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, that the number of Common Shares subject to any Award
denominated in Common Shares shall always be a whole number.

     If the Company is merged into or consolidated with another corporation
under circumstances where the Company is not the surviving corporation, or if
the Company sells or otherwise disposes of substantially all its assets to
another corporation and is liquidated while unexercised Options remain
outstanding under the Plan, (i) subject to the provisions of clause (iii) below,
after the effective date of such merger, consolidation or sale and liquidation,
as the case may be, each holder of an outstanding Award shall be entitled, to
receive, in lieu of Common Shares, shares of such stock or other securities or
property as the holders of shares of such class of Common Shares received
pursuant to the terms of the merger, consolidation or sale; (ii) the Committee
may waive any limitations imposed pursuant to Subsection 6(a)(ii) hereof so that
all Awards, from and after a date prior to the effective date of such merger,
consolidation, or sale and liquidation, as the case may be, specified by the
committee, shall be exercisable in full (except that no Option may be exercised
within six (6) months of the date of grant); and (iii) all outstanding Awards
may be canceled by the Committee as of the effective date of any such merger,
consolidation or sale and liquidation provided that (x) notice of such
cancellation shall be given to each holder of an Option and (y) each holder of
an Award shall have the right to exercise such Award in full (except options
which were granted within six (6) months of the date of cancellation) during a
30-day period preceding the effective date of such merger, consolidation or sale
and liquidation.

     SECTION 5. Eligibility.  Any Employee, including any officer or employee-
                -----------                                                  
director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participant.

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<PAGE>
 
     SECTION 6. Awards.
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     (a)   Options.  The Committee is hereby authorized to grant to eligible
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Employees options to purchase Common Shares (each, an "Option") which shall
contain the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of the Plan, as
the Committee shall determine:

        (i) Exercise Price.  The purchase price per Common Share purchasable
            --------------                                                  
     under an option shall be determined by the Committee; provided, however,
                                                           --------  ------- 
     that such purchase price with respect to an Incentive Stock Option shall
     not be less than one hundred percent (100%) of the Fair Market Value of a
     Common Share on the date of grant of such option, or such other price as
     required under Subsection 6(a)(iv) hereof.

        (ii)  Time and Method of Exercise.  Subject to the terms of Section 6
              ---------------------------                                    
     (a) (iii), the Committee shall determine the time or times at which an
     option may be exercised in whole or in part, and the method or methods by
     which, and the form or forms (including, without limitation, cash, Common
     Shares, outstanding Awards, or other property, or any combination thereof,
     having a Fair Market Value on the exercise date equal to the relevant
     exercise price) in which, payment of the exercise price with respect
     thereto may be made or deemed to have been made; provided that, unless
     otherwise specified in the applicable Award Agreement and subject to the
     terms of Section 6 (a) (iii), no Option may be exercised until the
     expiration of one year of continued employment of the Participant by the
     Company or an Affiliate or both immediately following the date the Option
     was granted.

        (iii)  Exercisability Upon Death, Retirement and Termination of
               --------------------------------------------------------
     Employment.  Subject to the condition that no Option may be exercised in
     ----------                                                              
     whole or in part after the expiration of the Option period specified in the
     applicable Award Agreement:

               (A)  Subject to the terms of paragraph (D) below, upon the death
          of a Participant while employed or within 3 months of retirement or
          disability as defined in paragraph (B) below, the person or persons to
          whom such Participant's rights with respect to any Option held by such
          Participant are transferred by will or the laws of descent and
          distribution may, prior to the expiration of the earlier of:    (1)
          the outside exercise date determined by the Committee at the time of
          granting the Option, or (2) nine months after such Participant's
          death, purchase any or all of the Common Shares with respect to which
          such Participant was entitled to exercise such Option immediately
          prior to such Participant's death, and any options not so exercisable
          will lapse on the date of such Participant's death;


               (B)  Subject to the terms of paragraph (D) below, upon
          termination of a

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<PAGE>
 
          Participant's employment with the Company (x) as a result of
          retirement pursuant to a retirement plan of the Company or an
          Affiliate or disability (as determined by the Committee) of such
          Participant, (y) by the Company other than for Cause, or (z) by the
          Participant with Good Reason, such Participant may, prior to the
          expiration of the earlier of: (1) the outside exercise date determined
          by the Committee at the time of granting the Option, or (2) three
          months after the date of such termination, purchase any or all of the
          Common Shares with respect to which such Participant was entitled to
          exercise any options immediately prior to such termination, and any
          Options not so exercisable will lapse on such date of termination;

               (C)  Subject to the terms of paragraph (D) below, upon
          termination of a Participant's employment with the Company under any
          circumstances not described in paragraphs (A) or (B) above, such
          Participant's Options shall be canceled to the extent not theretofore
          exercised;

               (D)  Upon (i) the death of the Participant, or termination of the
          Participant's employment with the Company (x) by the Company other
          than for Cause (y) by the Participant with Good Reason or (z) as a
          result of retirement or disability as defined in paragraph (B) above,
          the Company shall have the right to cancel all of the Options such
          Participant was entitled to exercise at the time of such death or
          termination (subject to the terms of paragraphs (A) or (B) above) for
          a payment in cash equal to the excess, if any, of the Fair Market
          Value of one Common Share on the date of death or termination over the
          exercise price of such Option for one Common Share times the number of
          Common Shares subject to the Option and exercisable at the time of
          such death or termination; and

               (E)  Upon expiration of the respective periods set forth in each
          of paragraphs (A) through (C) above, the options of a Participant who
          has died or whose employment has been terminated shall be canceled to
          the extent not theretofore canceled or exercised.

          (iv)  Incentive Stock Options.  The following provisions shall apply
                -----------------------                                       
     only to Incentive Stock Options granted under the Plan:

               (A)  No Incentive Stock Option shall be granted to any eligible
          Employee who, at the time such Option is granted, owns, within the
          meaning of Section 422 of the Code, stock possessing more than ten
          percent (10%) of the total combined voting power of all classes of
          Common Shares of the Company or any of its affiliates, except that
          such an option may be granted to such an employee if at the time the
          Option is granted the option price is at least one hundred ten percent
          (110%) of the fair market value of the Common Shares (determined in

                                       8
<PAGE>
 
          accordance with Section 2) subject to the Option, and the Option by
          its terms is not exercisable after the expiration of five (5) years
          from the date the Option is granted;

               (B)  To the extent that the aggregate fair market value of stock
          with respect to which Incentive Stock options (without regard to this
          subsection) are exercisable for the first time by any individual
          during any calendar year (under all plans of the Company and its'
          affiliates) exceeds $100,000, such Options shall be treated as options
          which are not Incentive Stock Options. This subsection shall be
          applied by taking options into account in the order in which they were
          granted. If some but not all Options granted on any one day are
          subject to this subsection, then such options shall be apportioned
          between Incentive Stock Option and Non-Qualified Stock Option
          treatment in such manner as the Committee shall determine.  For
          purposes of this subsection, the fair market value of any Common
          Shares shall be determined, in accordance with Section 2, as of the
          date the option with respect to such Common Shares is granted.

               (C)  No Incentive Stock Option granted under the Plan shall be
          exercisable any earlier than one (1) year from the date of grant.

     (b) Stock Appreciation Rights.  The Committee is hereby authorized to grant
         -------------------------                                              
     to eligible Employees "Stock Appreciation Rights."  Each Stock Appreciation
     Right shall consist of a right to receive the excess of (i) the Fair Market
     Value of one Common Share on the date of exercise or, if the Committee
     shall so determine in the case of any such right other than one related to
     any Incentive Stock Option, at any time during a specified period before or
     after the date of exercise over (ii) the grant price of the right as
     specified by the Committee, which shall not be less than one hundred
     percent (100%) of the Fair Market Value of one Common Share on the date of
     grant of the Stock Appreciation Right (or, if the Committee so determines,
     in the case of any Stock Appreciation Right retroactively granted in tandem
     with or in substitution for another Award, on the date of grant of such
     other Award).  Subject to the terms of the Plan and any applicable Award
     Agreement, the grant price, term, methods of exercise, methods of
     settlement, and any other terms and conditions of any Stock Appreciation
     Right granted under the Plan shall be as determined by the Committee.  The
     Committee may impose such conditions or restrictions on the exercise of any
     Stock Appreciation Right as it may deem appropriate.

     (c)  Restricted Securities.
          --------------------- 

        (i) Issuance. The Committee is hereby authorized to grant to eligible
            --------                                                         
     Employees "Restricted Securities," which shall consist of the right to
     receive, by purchase or otherwise, Common Shares which are subject to such
     restrictions as the Committee may

                                       9
<PAGE>
 
     impose (including, without limitation, any limitation on the right to vote
     such Common Shares or the right to receive any dividend or other right or
     property) which restrictions may lapse separately or in combination at such
     time or times, in such installments or otherwise, otherwise, as the
     Committee may deem appropriate.

        (ii)  Registration. Restricted Securities granted under the Plan may be
              ------------                                                     
     evidenced in such manner as the Committee may deem appropriate, including,
     without limitation, book-entry registration or issuance of a stock
     certificates or certificates.  In the event any stock certificate is issued
     in respect of Restricted Securities granted under the Plan, such
     certificate shall be registered in the name of the Participant and shall
     bear an appropriate legend referring to the terms, conditions, and
     restrictions applicable to such Restricted Securities.

        (iii)  Forfeiture. Except as otherwise determined by the Committee, upon
               ----------                                                       
     termination of a Participant's employment for any reason during the
     applicable restriction period, all of such Participant's Restricted
     Securities which had not become Released Securities by the date of
     termination of employment shall be forfeited and reacquired by the Company;
     provided, however, that the Committee may, when it finds that a waiver
     --------  -------                                                     
     would be in the best interests of the Company, waive in whole or in part
     any or all remaining restrictions with respect to such Participant's
     Restricted Securities.  Unrestricted Common Shares, evidenced in such
     manner as the Committee shall deem appropriate, shall be issued to the
     holder of Restricted Securities promptly after such Restricted Securities
     become Released Securities.

          (d)  Performance Awards.  The Committee is hereby authorized to grant
               ------------------                                              
     to eligible Employees "Performance Awards." Each Performance Award shall
     consist of a right, (i) denominated or payable in cash, Common Shares,
     other securities or other property (including, without limitation,
     Restricted Securities), and (ii) which shall confer on the holder thereof
     rights valued as determined by the Committee and payable to, or exercisable
     by, the holder of the Performance Award, in whole or in part, upon the
     achievement of such performance goals during such performance periods as
     the Committee shall establish.  Subject to the terms of the Plan and any
     applicable Award Agreement, the performance goals to be achieved during any
     performance period, the length of any performance period, the amount of any
     Performance Award granted, the termination of a Participant's employment
     and the amount of any payment or transfer to be made pursuant to any
     Performance Award shall be determined by the Committee and by the other
     terms and conditions of any Performance Award.  The Committee shall issue
     performance goals prior to the commencement of the performance period to
     which such performance goals pertain.

          (e)  Dividend Equivalents.  The Committee is hereby authorized to
               --------------------                                        
     grant to eligible Employees "Dividend Equivalents." Each Dividend
     Equivalent shall consist of a right pursuant to which the holder thereof
     shall he entitled to receive payments

                                       10
<PAGE>
 
     equivalent to dividends with respect to a number of Common Shares
     determined by the Committee, and the Committee may provide that such
     amounts (if any) shall be deemed to have been reinvested in additional
     Shares or otherwise reinvested.  Subject to the terms of the Plan and any
     applicable Award Agreement, Dividend Equivalents may have such terms and
     conditions as the Committee shall determine.

          (f) Other Stock-Based Awards.  The Committee is hereby authorized to
              ------------------------                                        
     grant to eligible Employees "Other Stock Based Awards." Each Other Stock-
     Based Award shall consist of a right (i) which is other than an Award or
     right described in Section 6 (a), (b), (c), (d) or (e) above and (ii) which
     is denominated or payable in, valued in whole or in part by reference to,
     or otherwise based on or related to, Common Shares  (including, without
     limitation, securities convertible into Common Shares) as are deemed by the
     Committee to be consistent with the purposes of the Plan, provided,
     however, that such right shall comply, to the extent deemed desirable by
     the Committee, with Rule 16b-3 and applicable law.  Subject to the terms of
     the Plan and any applicable Award Agreement, the Committee shall determine
     the terms and conditions of Other Stock-Based Awards.  Common Shares or
     other securities delivered pursuant to a purchase right granted under this
     Section 6(f) shall be purchased for such,consideration, which may be paid
     by such method or methods and in such form or forms, including, without
     limitation, cash, Common Shares, other securities, other Awards, or other
     property, or any combination thereof, as the Committee shall determine.

          (g) General.
              ------- 

          (i)  No Cash Consideration for Awards.  Awards may be granted for no
               --------------------------------                               
     cash consideration or for such minimal cash consideration as may be
     required by applicable law.

          (ii)  Awards May Be Granted Separately or Together.  Awards may, in
                --------------------------------------------                 
     the discretion of the Committee, be granted either alone or in addition to,
     in tandem with, or in substitution for any other Award, except that in no
     event shall an Incentive Stock Option be granted together with a Non-
     Qualified Stock Option in such a manner that the exercise of one option
     affects the right to exercise the other.  Awards granted in addition to or
     in tandem with other Awards may be granted either at the same time as or at
     a different time from the grant of such other awards.

          (iii)  Forms of Payment Under Awards.  Subject to the terms of the
                 -----------------------------                              
     Plan and of any applicable Award Agreement, payments or transfers to be
     made by the Company or an Affiliate upon the grant, exercise or payment of
     an Award may be made in such form or forms as the Committee shall
     determine, including, without limitation, cash, Common Shares, other
     securities, other Awards, or other property, or any combination thereof,
     and may be made in a single payment or transfer, in installments, or on a

                                       11
<PAGE>
 
     deferred basis, in each case in accordance with rules and procedures
     established by the Committee.  Such rules and procedures may include
     without limitation, provisions for the payment or crediting of reasonable
     interest on installment or deferred payments or the grant or crediting of
     Dividend Equivalents in respect of installment or deferred payments.  In
     accordance with the above, the Committee may elect (i) to pay a Participant
     (or such Participant's permitted transferee) upon the exercise of an Option
     in whole or in part, in lieu of the exercise thereof and the delivery of
     Common Shares thereunder, an amount of cash equal to the excess,if any, of
     the Fair Market Value of one Common Share on the date of such exercise over
     the exercise price of such option for one Common Share times the number of
     Common Shares subject to the Option or portion thereof or (ii) to settle
     other stock denominated Awards in cash.  If the total amount of any cash
     payment referred to in this paragraph exceeds $50,000, the Company may, at
     its sole discretion, elect to make such payment in up to five equal annual
     installments (by wire transfer or certified or cashier's check).   To make
     such an election, the Company shall deliver to the Participant (or such
     Participant's permitted transferee, as applicable) the first installment
     and a promissory note substantially in the form of Exhibit A hereto on the
     date of exercise.

          (iv)  Limits on Transfer of Awards.
                ---------------------------- 

               (A)  No award (other than Released Securities), and no right
     under any such Award, may be assigned, alienated, pledged, attached, sold
     or otherwise transferred or encumbered by a Participant otherwise than by
     will or by the laws of descent and distribution (or, in the case of
     Restricted Securities, to the Company) and any such purported assignment,
     alienation, pledge, attachment, sale or other transfer or encumbrance shall
     be void and unenforceable against the Company or any Affiliate.

               (B)  Each award, and each right under any Award, shall be
     exercisable, during the Participant's lifetime only by the Participant or
     if permissible under applicable law, by the Participant's guardian or legal
     representative.

          (v) Terms of Awards.  The term of each Award shall be for such period
              ---------------                                                  
     as may be determined by the Committee; provided, however, that in no event
                                            --------  -------                  
     shall the term of any Incentive Stock Option exceed a period of ten years
     from the date of its grant.

          (vi) Rule 16b-3 Six-Month Limitations.  To the extent required in
               --------------------------------                            
     order to maintain the exemption provided under Rule 16b-3 only, any equity
     security offered pursuant to the Plan must be held for at least six months
     after the date of grant, and with respect to any derivative security issued
     pursuant to the Plan, at least six months must elapse from the date of
     acquisition of such derivative security to the date of disposition of the
     derivative security (other than upon exercise or conversion) or its
     underlying equity security.  Terms used in the preceding sentence shall,
     for the purposes

                                       12
<PAGE>
 
     of such sentence only, have the meanings, if any, assigned or attributed to
     them under Rule 16b-3.

          (vii)  Common Share Certificates.  All certificates for Common Shares
                 -------------------------                                     
     delivered under the Plan pursuant to any Award of the exercise thereof
     shall be subject to such stop transfer orders and other restrictions as the
     Committee may deem advisable under the Plan or the rules, regulations, and
     other requirements of the Securities and Exchange Commission, any stock
     exchange upon which such Common Shares are then listed, and any applicable
     Federal or state securities laws, and the Committee may cause a legend or
     legends to be put on any such certificates to make appropriate reference to
     such restrictions.

          (viii)  Delivery of Common Shares or other Securities and Payment by
                  ------------------------------------------------------------
     Participant of Consideration.  No Common Shares or other securities shall
     ----------------------------                                             
     be delivered pursuant to any Award until payment in full of any amount
     required to be paid pursuant to the Plan or the applicable Award Agreement
     is received by the Company.  Such payment may be made by such method or
     methods and in such form or forms as the Committee shall determine,
     including, without limitation cash, Common Shares, other securities, other
     Awards or other property, or any combination thereof; provided that the
     combined value, as determined by the Committee, of all cash and cash
     equivalents and the Fair Market Value of any such Common Shares or other
     property so tendered to the Company, as of the date of such tender, is at
     least equal to the full amount required to be paid pursuant to the-Plan or
     the applicable Award Agreement to the Company.

     SECTION 7.  Other Agreements. (a) No Common Shares shall be delivered to
                 ----------------                                            
any Employee (or to any of such Employee's transferees permitted pursuant to
Section 6 (g) (iv) ) who is not a party to the Stockholders Agreements unless
such Employee (or such permitted transferee) shall have executed and delivered
to the Company, as a condition to such Employee's (or such permitted
transferees) acquisition of such Common Shares, an instrument satisfactory to
the Company confirming that, except as otherwise provided in the Plan, such
Employee (or such permitted transferee) takes such Common Shares subject to, and
agrees to be bound by, all the terms and conditions of the Stockholders
Agreements, to the extent such agreements remain in effect.

          (b)  For purposes of the Stockholders Agreement, any Common Shares
received under the Plan shall be considered Common Stock.

     SECTION 8. Amendments; Adjustments and Termination.  Except to the extent
                ---------------------------------------                       
prohibited by applicable law and unless otherwise expressly provided in an Award
Agreement or in the Plan:

          (a)  Amendments to the Plan.  The Board may amend, alter, suspend,
               ----------------------                                       

                                       13
<PAGE>
 
discontinue, or terminate the Plan without the consent of any shareholder,
Participant, other holder or beneficiary of an Award, or other Person; provided,
however, that, subject to the Company's rights to adjust Awards under Sections 8
(c) and (d), any amendment, alteration, suspension, discontinuation, or
termination that would impair the rights of any Participant, or any other holder
or beneficiary of any Award theretofore granted, shall not to that extent be
effective without the consent of such Participant, other holder or beneficiary
of an Award, as the case may be; and provided further, however, that
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the shareholders of the Company no such amendment, alteration,
suspension, discontinuation, or termination shall be made that would:

          (i)  increase the total number of Common Shares available for Awards
     under the Plan, except as provided in Section 4 hereof; or

          (ii)  otherwise cause the Plan to cease to comply with any tax or
     regulatory requirement, including for these purposes any approval or other
     requirement which is or would be a prerequisite for exemptive relief from
     Section 16(b) of the Exchange Act.

          (b)  Amendments to Awards.  The Committee may waive any conditions or
               --------------------                                            
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted, prospectively or retroactively;
provided, however, that, subject to the Company's rights to adjust Awards under
- --------  -------                                                              
Sections 8(c) and (d), any amendment, alteration, suspension, discontinuation,
cancellation or termination that would impair the rights of any Participant or
holder or beneficiary of any Award theretofore granted, shall not to that extent
be effective without the consent of such Participant or holder or beneficiary of
an Award, as the case may be.

          (c)  Adjustment of Awards Upon Certain Acquisitions. In the event
               ----------------------------------------------                 
the Company or any Affiliate shall assume outstanding employee awards or the
right or obligation to make future such awards in connection with the
acquisition of another business or another corporation or business entity, the
Committee may make such adjustments, not inconsistent with the terms of the
Plan, in the terms of Awards as it shall deem appropriate in order to achieve
reasonable comparability or other equitable relationship between the assumed
awards and the Awards granted under the Plan as so adjusted.

          (d)  Adjustments of Awards Upon the Occurrence of Certain Unusual or
               ---------------------------------------------------------------
Non recurring Events.  The Committee is hereby authorized to make adjustments in
- --------------------                                                            
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or non recurring events (including, without limitation, the events
described in Section 4(b) hereof) affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.

                                       14
<PAGE>
 
SECTION 9. General Provisions.
           ------------------ 

          (a)  No Rights to Awards.  No Employee or other Person shall have any
               -------------------                                             
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Employees, or holders or beneficiaries of Awards
under the Plan.  The terms and conditions of Awards need not be the same with
respect to each recipient.

          (b)  Delegation.  Subject to the terms of the Plan and applicable law,
               ----------                                                       
the Committee may delegate to one or more officers or managers of the Company or
any Affiliate, or to a committee of such officers or managers the authority
subject to such terms and limitations as the Committee shall determine, to grant
Awards to, or to cancel, modify, waive rights with respect to, alter,
discontinue, suspend, or terminate Awards;   provided that, no such delegation
shall be permitted with respect to Awards held by Employees who are officers or
directors of the Company for purposes of Section 16 of the Exchange Act, or any
successor section thereto, or who are otherwise subject to such Section.

          (c)  Correction of Defects, Omissions, and Inconsistencies.  The
               -----------------------------------------------------      
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

          (d)  Withholding.  The Company or any Affiliate shall be authorized to
               -----------                                                      
withhold from any Award granted, from any payment due or transfer made under any
Award or under the Plan or from any compensation or other amount owing to a
Participant the amount (in cash, Common Shares, other securities, other Awards,
or other property) of withholding taxes due in respect of an Award, its
exercise, or any payment or transfer under such Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company or
Affiliate to satisfy all obligations for the payment of such taxes.

          (e)  No Limit on Other Compensation Arrangements.  Nothing contained
               -------------------------------------------                    
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only in specific
cases.

          (f)  No Right to Employment.  The grant of an Award shall not be
               ----------------------                                     
construed as giving a Participant the right to be retained in the employ of the
company or any Affiliate.    Further, the Company or an Affiliate may at any
time dismiss a Participant from employment, free from any liability, or any
claim under the Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.

          (g)  Governing Law.  The validity, construction, and effect of the
               -------------                                                
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable Federal law.

                                       15
<PAGE>
 
          (h)  Severability.  If any provision of the Plan or any Award is or
               ------------                                                  
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, Person or
Award and the remainder of the Plan and any such Award shall remain in full
force and effect.

          (i)  No Trust or Fund Created.  Neither the Plan nor any Award shall
               ------------------------                                       
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person.  To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

          (j)  No Fractional Common Shares.  No fractional Common Shares shall
               ---------------------------                                    
be issued or delivered pursuant to the Plan or any Award, and the Committee
shall -determine whether cash, other securities, or other property shall be paid
or transferred in lieu of any fractional, common Shares or whether such
fractional Common Shares or any rights thereto shall be canceled, terminated, or
otherwise eliminated.

          (k)  Headings. Headings are given to the Sections and subsections of
               --------                                                       
the Plan solely as a convenience to facilitate reference.  Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

   SECTION 10.  Adoption, Approval and Effective Date of the Plan.  The Plan
                -------------------------------------------------           
shall be considered adopted and shall become effective on the date the Plan is
approved by the Board; provided, however, that the Plan and any Awards granted
under the Plan shall be void, if the stockholders of the Company shall not have
approved the adoption of the Plan within twelve (12) months after the effective
date.

                                       16
