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                                                                    EXHIBIT 99.9


                           2003 EQUITY INCENTIVE PLAN
                                       OF
                        PERSONNEL GROUP OF AMERICA, INC.

         1.     Purpose. The purpose of this Equity Incentive Plan is to advance
the interests of the Corporation by encouraging and enabling the acquisition of
a larger personal proprietary interest in the Corporation by employees and
directors of, and consultants to, the Corporation and its Subsidiaries upon
whose judgment and keen interest the Corporation is largely dependent for the
successful conduct of its operations and by providing such employees, directors
and consultants with incentives to put forth maximum efforts for the success of
the Corporation's business. It is anticipated that the acquisition of such
proprietary interest in the Corporation and such incentives will stimulate the
efforts of such employees, directors and consultants on behalf of the
Corporation and its Subsidiaries and strengthen their desire to remain with the
Corporation and its Subsidiaries. It is also expected that such incentives and
the opportunity to acquire such a proprietary interest will enable the
Corporation and its Subsidiaries to attract desirable employees and other
service providers.

         2.     Definitions. When used in this Plan, unless the context
otherwise requires:

                (a)     "Alternative Rights" shall have the meaning set forth in
         Section 7.

                (b)     "Board of Directors" shall mean the Board of Directors
         of the Corporation, as constituted at any time.

                (c)     "Cause" shall mean, with respect to the holder of an
         Incentive Award, the following: (i) if the holder has an employment
         agreement in effect with the Corporation or a Subsidiary which
         contains a definition of cause, then the definition of the term
         "Cause" for purposes of the Plan shall be as defined in such
         employment agreement, or (ii) if the holder does not have an
         employment agreement in effect with the Corporation or a Subsidiary
         which contains a definition of cause, then "Cause" for purposes of the
         Plan shall be as determined by the Committee in its sole discretion.

                (d)     "Committee" shall mean the Committee hereinafter
         described in Section 3.

                (e)     "Corporation" shall mean Personnel Group of America,
         Inc.

                (f)     "Deferred Stock Award" shall mean an Incentive Award
         granted in accordance with Section 13.

                (g)     "Dividend Equivalent" shall mean an Incentive Award
         granted in accordance with Section 15.

                (h)     "Eligible Persons" shall mean those persons described in
         Section 4 who are potential recipients of Incentive Awards.


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

                (j)     "Fair Market Value" on a specified date shall mean the
         average of the highest and lowest selling price at which a Share is
         traded on the stock exchange, if any, on which Shares are primarily
         traded or, if the Shares are not then traded on a stock exchange, the
         average of the closing representative bid and asked price of a Share
         as reported by NASDAQ, but if no Shares were traded on such date, then
         on the last previous date on which a Share was so traded, or, if none
         of the above are applicable, the value of a Share as established by
         the Board of Directors for such date using any reasonable method of
         valuation.

                (k)     "Incentive Award" shall mean an Option, Restricted Stock
         Award, Rights, Deferred Stock Award, Performance Award, or Dividend
         Equivalent granted pursuant to this Plan.

                (l)     "Incentive Stock Option" shall have the meaning set
         forth in section 422 of the Internal Revenue Code.

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

                (n)     "Options" shall mean the stock options granted pursuant
         to this Plan.

                (o)     "Performance Award" shall mean an Incentive Award
         granted in accordance with Section 14.

                (p)     "Plan" shall mean this 2003 Equity Incentive Plan of
         Personnel Group of America, Inc., as adopted by the Board of Directors
         on April 11, 2003, as such Plan from time to time may be amended.

                (q)     "Restricted Shares" shall mean the Shares issued as a
         result of a Restricted Stock Award.

                (r)     "Restricted Stock Award" shall mean a grant of Shares or
         of the right to purchase Shares pursuant to Section 12 hereof.

                (s)     "Rights" shall mean stock appreciation rights granted
         pursuant to the Plan.

                (t)     "Share" shall mean a share of common stock of the
         Corporation.

                (u)     "Spread" shall mean (i) with respect to Alternative
         Rights, the excess of the Fair Market Value of one Share on the date
         of exercise of such Rights over the purchase price per Share payable
         under the related Option and (ii) with respect to Rights not granted
         in connection with an Option, the excess of the Fair Market Value of
         one Share on the date of exercise of such Rights over the Fair Market
         Value of one Share on the date such Rights were granted.




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                (v)     "Subsidiary" shall mean any corporation 50% or more of
         whose stock having general voting power is owned by the Corporation,
         or by another Subsidiary as herein defined, of the Corporation.

         3.     Administration. The Plan shall be administered by a Committee of
the Board of Directors which shall consist of two or more directors of the
Corporation, each of whom shall be a "Non-Employee Director" within the meaning
of Rule 16b-3 under the Exchange Act and an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code. Notwithstanding the
foregoing, if at any time the Corporation is not required to register any class
of its equity securities under Section 12 of the Exchange Act, the Plan may be
administered by the Board of Directors during such time. During any period of
time in which the Plan is administered by the Board of Directors, all
references in the Plan to the Committee shall be deemed to refer to the Board
of Directors.

         The Committee shall have full power and authority to administer and
interpret the Plan. Determinations of the Committee as to any question which
may arise with respect to the interpretation of the provisions of the Plan and
Incentive Awards shall be final. The Committee may authorize and establish such
rules, regulations and revisions thereof not inconsistent with the provisions
of the Plan, as it may deem advisable to make the Plan and Incentive Awards
effective or provide for their administration, and may take such other action
with regard to the Plan and Incentive Awards as it shall deem desirable to
effectuate their purpose.

         4.     Participants. Except as hereinafter provided, the class of
persons who are potential recipients of Incentive Awards granted under this
Plan shall consist of employees and directors of, and consultants to, the
Corporation or a Subsidiary, as determined by the Committee. The parties to
whom Incentive Awards are granted under this Plan, and the number of Shares
subject to each such Incentive Award, shall be determined by the Committee in
its sole discretion, subject, however, to the terms and conditions of this
Plan.

         5.     Shares. Subject to the provisions of Section 19 hereof, the
Committee may grant Incentive Awards with respect to an aggregate of up to
19,870,873 Shares, all of which Shares may be either Shares held in treasury or
authorized but unissued Shares; provided, however, that the foregoing
limitation shall not apply to Alternative Rights but shall apply to the Option
with respect to which the Alternative Rights are granted, and shall not apply
to any Dividend Equivalents but shall apply to the Incentive Award with respect
to which such Dividend Equivalents are granted. The maximum number of Shares
which may be the subject of Options and Rights granted during any calendar year
to any individual shall not exceed 5,750,000 Shares. If the Shares that would
be issued or transferred pursuant to any Incentive Awards are not issued or
transferred and cease to be issuable or transferable for any reason, or if
Restricted Shares which are subject to a Restricted Stock Award are forfeited,
the number of Shares subject to such Incentive Award will no longer be charged
against the limitation provided for herein and may again be made subject to
Incentive Awards; provided, however, that Shares as to which an Option has been
surrendered in connection with the exercise of an Alternative Right shall not
again be available for the grant of any further Incentive Awards.
Notwithstanding the preceding, with respect to any Option and/or any Rights
granted to any individual who is a "covered employee" within the meaning of
Section 162(m) of the Internal Revenue Code that is canceled, the number of
shares subject to such Option and/or Rights shall continue to count against the





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maximum number of shares which may be the subject of Options and Rights granted
to such individual. For purposes of the preceding sentence, if, after grant,
the exercise price of an Option and/or the base amount of any Rights is
reduced, such reduction shall be treated as a cancellation of such Option
and/or Rights and the grant of a new Option and/or Rights (if any), and both
the cancellation of the Option and/or Rights and the new Option and/or Rights
shall reduce the maximum number of shares for which Options and Rights may be
granted to the holder of such Option and/or Rights.

         6.     Grant of Options. The number of Options to be granted to any
Eligible Person shall be determined by the Committee in its sole discretion. At
the time an Option is granted, the Committee may, in its sole discretion,
designate whether such Option (a) is to be considered as an Incentive Stock
Option, or (b) is not to be treated as an Incentive Stock Option for purposes
of this Plan and the Internal Revenue Code. No Option which is intended to
qualify as an Incentive Stock Option shall be granted under this Plan to any
individual who, at the time of such grant, is not an employee of the
Corporation or a Subsidiary.

         Notwithstanding any other provision of this Plan to the contrary, to
the extent that the aggregate Fair Market Value (determined as of the date an
Option is granted) of the Shares with respect to which Options which are
designated as (or deemed to be) Incentive Stock Options granted to an employee
(and any incentive stock options granted to such employee under any other stock
option plan maintained by the Corporation or any Subsidiary that meets the
requirements of Section 422 of the Internal Revenue Code) first become
exercisable in any calendar year exceeds $100,000, such Options shall be
treated as Options which are not Incentive Stock Options. Options with respect
to which no designation is made by the Committee shall be deemed to be
Incentive Stock Options to the extent that the $100,000 limitation described in
the preceding sentence is met. This paragraph shall be applied by taking
options into account in the order in which they are granted.

         Nothing herein contained shall be construed to prohibit the issuance
of Options at different times to the same person.

         An Option shall be evidenced by an agreement executed on behalf of the
Corporation and by the Eligible Person to whom the Option is granted. The form
of Option agreement shall be determined from time to time by the Committee, and
need not be identical with respect to each grantee. The Option agreement shall
indicate whether or not the Option is an Incentive Stock Option.

         7.     Grant of Rights. The Committee shall have the authority to grant
to any Eligible Person, in its sole discretion, Rights which may be granted
separately, or in connection with an Option at the time of the grant of an
Option. Any Rights granted in connection with an Option ("Alternative Rights")
shall be granted with respect to the same number of Shares as are covered by
the Option, subject to adjustment pursuant to the provisions of Section 19
hereof, and may be exercised as an alternative to the exercise of the related
Option.

         Alternative Rights granted in connection with an Option shall entitle
the holder thereof to receive payment from the Corporation, determined as
hereinafter provided, only if and to the extent that the related Option is
exercisable, by surrendering the Option with respect to the



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number of Shares as to which such Rights are then exercised. Such Option, to
the extent surrendered, shall be deemed exercised for purposes of the
limitations under Section 5. Upon any exercise of Alternative Rights, the
holder thereof shall be entitled to receive payment of an amount equal to the
product obtained by multiplying (i) the Spread, or a portion of the Spread
determined by the Committee at the time of grant, by (ii) the number of Shares
in respect of which the Rights shall have then been so exercised.
Notwithstanding anything contained herein, Alternative Rights granted in
connection with an Option that is an Incentive Stock Option may not be
exercised at any time when the Fair Market Value of the Shares subject thereto
is less than the exercise price of such Option.

         Rights granted without relationship to an Option shall be exercisable
for a duration determined by the Committee, but in no event more than ten years
from the date of grant. Such Rights shall entitle the holder, upon the exercise
thereof, to receive payment from the Corporation of an amount equal to the
product obtained by multiplying (i) the Spread, or a portion of the Spread
determined by the Committee at the time of grant, by (ii) the number of Shares
in respect of which the Rights shall have then been so exercised.

         Notwithstanding anything contained herein, the Committee may, in its
sole discretion, limit the amount payable upon the exercise of Rights. Any such
limitation shall be determined as of the date of grant and noted on the
certificate evidencing the grant of the Rights.

         Payment of the amount determined hereunder upon the exercise of Rights
may be made solely in cash, or solely in Shares valued at their Fair Market
Value on the date of exercise of Rights, or in a combination of cash and
Shares, as determined by the Committee. No fractional Shares shall be issued by
the Corporation, and settlement therefor shall be made in cash.

         Rights shall be evidenced by an agreement executed on behalf of the
Corporation and by the Eligible Person to whom the Rights are granted. The form
of Rights agreement shall be as determined from time to time by the Committee,
and need not be identical with respect to each grantee.

         8.     Purchase Price Under Options and Restricted Stock. The price per
Share of the Shares to be purchased pursuant to the exercise of any Option
shall be fixed by the Committee at the time of grant; provided, however, that
the purchase price per Share for the Shares to be purchased pursuant to the
exercise of an Incentive Stock Option shall not be less than the Fair Market
Value of a Share on the day on which the Option is granted.

         The purchase price per Share for Restricted Shares to be purchased
pursuant to Restricted Stock Awards shall be fixed by the Committee at the time
of the grant of the Restricted Stock Award; provided, however, that such
purchase price shall not be less than the par value of such Shares. Payment of
such purchase price shall be made in cash or by check payable to the order of
the Corporation, or by such other method as the Committee may permit.

         9.     Duration of Options and Related Rights. The duration of any
Option granted under this Plan shall be fixed by the Committee at the time of
grant; provided, however, that no Option shall remain in effect for a period of
more than ten years from the date upon which the



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Option is granted. The duration of any Rights granted in connection with any
Option shall be coterminous with the duration of the related Option.

         10.    Ten Percent Stockholders. Notwithstanding any other provision of
this Plan to the contrary, no Option which is intended to qualify as an
Incentive Stock Option may be granted under this Plan to any employee who, at
the time the Option is granted, owns shares possessing more than 10 percent of
the total combined voting power or value of all classes of stock of the
Corporation, unless the exercise price under such Option is at least 110% of
the Fair Market Value of a Share on the date such Option is granted and the
duration of such Option is no more than five years.

         11.    Exercise of Options and Rights. Except as otherwise provided
herein, or as otherwise determined by the Committee and provided in an
applicable Option or Rights agreement, or as otherwise provided in the holder's
employment agreement (if any) with the Corporation or a Subsidiary, Options and
Rights, after the grant thereof, shall become vested and exercisable by the
holder cumulatively at the rate of 20% on and after each of the first five
anniversaries of the date of grant, provided that the holder is still in the
employ or service of the Corporation or a Subsidiary on the applicable
anniversary date.

         Notwithstanding the foregoing, all or any part of any remaining
unexercised Options or Rights granted to any person may be exercised upon the
occurrence of such special circumstance or event as in the opinion of the
Committee merits special consideration, and the Committee may, in its sole
discretion, require that any exercise of an Option or Right on an accelerated
basis pursuant hereto be contingent upon the consummation of the applicable
event giving rise to such acceleration.

         An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect, together with the Option agreement
and the full purchase price of the Shares purchased pursuant to the exercise of
the Option, to the Chairman of the Board of Directors or an officer of the
Corporation appointed by the Chairman of the Board of Directors for the purpose
of receiving the same. Payment of the full purchase price shall be made as
follows: in cash or by check payable to the order of the Corporation; by
delivery to the Corporation of Shares which shall be valued at their Fair
Market Value on the date of exercise of the Option (provided, that a holder may
not use any Shares to pay the purchase price unless the holder has beneficially
owned such Shares for at least six months); or by such other methods as the
Committee may permit from time to time.

         Within a reasonable time after the exercise of an Option, the
Corporation shall cause to be delivered to the person entitled thereto, a
certificate for the Shares purchased pursuant to the exercise of the Option. If
the Option shall have been exercised with respect to less than all of the
Shares subject to the Option, the Corporation shall also cause to be delivered
to the person entitled thereto a new Option agreement in replacement of the
agreement surrendered at the time of the exercise of the Option, indicating the
number of Shares with respect to which the Option remains available for
exercise, or the original Option agreement shall be endorsed to give effect to
the partial exercise thereof.



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         Alternative Rights or Rights not granted in connection with an Option
shall be exercised by the delivery of a duly signed notice in writing to such
effect, together with the Rights agreement. Holders of Alternative Rights shall
also surrender the related Option agreement. Within a reasonable time
thereafter, the Corporation shall cause to be delivered to the person entitled
thereto, the amount of cash and/or a certificate for the number of Shares
determined in accordance with Section 7 hereof. Upon the exercise of
Alternative Rights, the number of Shares subject to exercise under the related
Option or portion thereof shall be reduced by the number of Shares represented
by the Option or portion thereof surrendered. Shares subject to Options or
portions thereof surrendered upon the exercise of Alternative Rights shall not
be available for subsequent Incentive Awards under the Plan. If the Rights
shall have been exercised with respect to less than all of the Shares subject
thereto (or to the related Option, if any), the Corporation shall also cause to
be delivered to the person entitled thereto a Rights agreement (and an Option
agreement, in the case of Alternative Rights) with respect to the difference
between the number of Shares under the Rights agreement (and related Option
agreement, if any) surrendered at the time of the exercise of the Rights and
the number of Shares with respect to which the Rights were so exercised (and
the related Option, if any, was so surrendered), or the original Rights
agreement (and related Option agreement, if any) shall be endorsed to give
effect to the partial exercise (and surrender) thereof.

         Notwithstanding any other provision of the Plan or of any Option or
Rights, no Option or Rights granted pursuant to the Plan may be exercised at
any time when the Option or Rights or the granting or exercise thereof violates
any law or governmental order or regulation.

         12.    Terms and Conditions of Restricted Stock Awards. The Committee
shall have the authority to grant to any Eligible Person a Restricted Stock
Award, subject to the following terms and conditions:

                (a)     All Restricted Shares granted to or purchased by an
Eligible Person pursuant to the Plan shall be subject to the following
conditions:

                (i)     the Restricted Shares shall be subject to such transfer
         restrictions and risk of forfeiture as the Committee shall determine
         at the time the Restricted Stock Award is granted, until such specific
         conditions are met (which conditions may be based on continuing
         employment or achievement of pre-established performance objectives,
         or both);

                (ii)    the Restricted Shares may not be sold, transferred, or
         otherwise alienated or hypothecated until the restrictions are
         satisfied, removed or expire;

                (iii)   each certificate representing Restricted Shares issued
         pursuant to a Restricted Stock Award under this Plan shall bear a
         legend making appropriate reference to the restrictions imposed; and

                (iv)    the Committee may impose such other conditions as it may
         deem advisable on any Restricted Shares granted to or purchased by an
         Eligible Person pursuant to a Restricted Stock Award under this Plan,
         including, without limitation, restrictions under the requirements of
         any stock exchange upon which such Shares or




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         shares of the same class are then listed, and under any securities law
         applicable to such Shares.

                (b)     The restrictions imposed under subsection (a) hereof
upon Restricted Shares shall lapse in accordance with a schedule or such other
conditions as shall be determined by the Committee, subject to the provisions
of Section 18 hereof.

                (c)     Prior to the satisfaction, expiration or lapse of all of
the restrictions and conditions imposed upon Restricted Shares, a stock
certificate or certificates representing such Restricted Shares shall be
registered in the holder's name but shall be retained by the Corporation for
the holder's account. The holder shall have the right to vote such Restricted
Shares and shall have all other rights and privileges of a beneficial and
record owner with respect thereto, including, without limitation, the right to
receive dividends, distributions and adjustments with respect thereto;
provided, however, that such dividends, distributions and adjustments shall be
retained by the Corporation for the holder's account and for delivery to the
holder, together with the stock certificate or certificates representing such
Restricted Shares, as and when said restrictions and conditions shall have been
satisfied, expired or lapsed.

                (d)     A Restricted Stock Award shall be evidenced by an
agreement executed on behalf of the Corporation and by the Eligible Person to
whom the Restricted Stock Award is granted. The form of Restricted Stock Award
agreement shall be determined from time to time by the Committee, and need not
be identical with respect to each grantee.

         13.    Deferred Stock Awards. The Committee shall have the authority to
grant to any Eligible Person a Deferred Stock Award, subject to the following
terms and conditions:

                (i)     Delivery of, and the issuance of certificates
         representing, Shares issuable pursuant to a Deferred Stock Award shall
         occur upon expiration of the deferral period specified by the
         Committee;

                (ii)    Deferred Stock Awards shall be subject to such
         restrictions as the Committee may impose, which restrictions may lapse
         at the expiration of the deferral period or at earlier specified
         times, separately or in combination, in installments, or otherwise, as
         the Committee may determine; and

                (iii)   A Deferred Stock Award shall be evidenced by an
         agreement executed on behalf of the Corporation and by the Eligible
         Person to whom the Deferred Stock Award is granted. The form of
         Deferred Stock Award agreement shall be determined from time to time
         by the Committee, and need not be identical with respect to each
         grantee.

         14.    Performance Awards. The Committee shall have the authority to
grant to any Eligible Person a Performance Award, subject to such terms and
conditions as shall be determined by the Committee. The value of a Performance
Award may be linked to the market value, book value, net profits or other
measure of the value of a Share, or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee, or may be
based upon the appreciation in the market value, book value, net profits or
other measure of the value of a




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specified number of Shares over a fixed period or periods determined by the
Committee. In making such determinations, the Committee shall consider (among
such other factors as it deems relevant in light of the specific type of award)
the contributions, responsibilities and other compensation of the particular
Eligible Person. A Performance Award shall be evidenced by an agreement
executed on behalf of the Corporation and by the Eligible Person to whom the
Performance Award is granted. The form of Performance Award agreement shall be
determined from time to time by the Committee, and need not be identical with
respect to each grantee.

         15.    Dividend Equivalents. The Committee may grant Dividend
Equivalents to any Eligible Person who has been granted an Option, Rights, a
Deferred Stock Award or a Performance Award, subject to such terms and
conditions as shall be determined by the Committee. Such Dividend Equivalents
shall be granted with respect to the same number of Shares subject to the
related Option, Rights, Deferred Stock Award or Performance Award and shall be
based on the dividends declared on such number of Shares, to be credited as of
dividend record dates (subject to payment), during the period between the date
the Option, Rights, Deferred Stock Award or Performance Award is granted, and
the date such Option, Rights, Deferred Stock Award or Performance Award is
exercised, vests or expires, as determined by the Committee. Such Dividend
Equivalents shall represent the right to receive cash or additional Shares in
accordance with such formula and at such time and subject to such limitations
as may be determined by the Committee. Dividend Equivalents, if granted, shall
be reflected in the related Option, Rights, Deferred Stock Award or Performance
Award agreement.

         16.    Consideration for Incentive Awards. The Corporation shall obtain
such consideration for the grant of an Incentive Award as the Committee in its
discretion may determine.

         17.    Restrictions on Transferability of Incentive Awards. An
Incentive Award shall not be transferable otherwise than by will or the laws of
descent and distribution or as provided in this Section 17. Notwithstanding the
preceding, the Committee may, in its discretion and subject to such terms and
conditions as the Committee shall approve, authorize a transfer of any Option,
other than an Option which is an Incentive Stock Option, by the initial holder
to (i) the spouse, children, step children, grandchildren or other family
members of the initial holder ("Family Members"), (ii) a trust or trusts for
the exclusive benefit of such Family Members, (iii) a corporation or
partnership in which such Family Members and the initial holder are the only
shareholders or partners, or (iv) such other estate planning persons or
entities which the Committee may permit; provided, however, that subsequent
transfers of such Option shall be prohibited except by will or the laws of
descent and distribution. Following any transfer of such an Option, such Option
shall continue to be subject to the same terms and conditions of the Option and
of the Plan. An Option which is intended to be an Incentive Stock Option shall
not be transferable otherwise than by will or the laws of descent and
distribution and shall be exercisable during the holder's lifetime only by the
holder thereof.

         18.    Termination of Employment or Service. All or any part of any
Option and/or Rights, to the extent unexercised, shall terminate immediately,
upon the cessation or termination for any reason of the holder's employment by,
or service as a director of or consultant to, the Corporation or any
Subsidiary, except that the holder shall have three months following the
cessation of his employment or service with the Corporation or its
Subsidiaries, and no longer,



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within which to exercise any unexercised Option and/or Rights that he could
have exercised on the day on which such employment or service terminated;
provided, that such exercise must be accomplished prior to the expiration of
the term of such Option and Rights. Notwithstanding the foregoing, if the
cessation of employment or service is due to disability (to an extent and in a
manner as shall be determined in each case by the Committee in its sole
discretion) or to death, the holder or the representative of the Estate or the
heirs of a deceased holder shall have the privilege of exercising the Options
and Rights which are vested but unexercised at the time of such disability or
death; provided, however, that such exercise must be accomplished prior to the
expiration of the term of such Option and Rights and within one year of the
holder's disability or death, as the case may be. The Committee may, in its
sole discretion, extend the post-termination exercise period under this Section
18 with respect to any Option or Rights, but in no event beyond the expiration
of the term of such Option or Rights. If the employment or service of any
holder of an Option or Rights with the Corporation or a Subsidiary shall be
terminated for Cause, all unexercised Options and Rights of such holder shall
terminate immediately upon such termination of the holder's employment or
service with the Corporation and all Subsidiaries, and a holder of Options or
Rights whose employment or service with the Corporation and Subsidiaries is so
terminated, shall have no right after such termination to exercise any
unexercised Option or Rights he might have exercised prior to the termination
of his employment or service with the Corporation and Subsidiaries.

         Except as hereinafter provided, if a holder of a Restricted Stock
Award or Deferred Stock Award shall voluntarily or involuntarily leave the
employ or service of the Corporation or any Subsidiary, then (i) all Restricted
Shares subject to restrictions at the time his employment terminates (and any
dividends, distributions and adjustments retained by the Corporation with
respect thereto), and (ii) any Shares subject to a Deferred Stock Award with
respect to which the deferral period has not expired, shall be forfeited and
any consideration received therefor from the holder shall be returned to the
holder. Notwithstanding the foregoing, all restrictions to which Restricted
Stock Awards are subject shall lapse, and the deferral period under a Deferred
Stock Award shall expire, upon the occurrence of such special circumstance or
event as in the opinion of the Committee merits special consideration.

         The consequence of a termination of employment or service with respect
to the holder of a Performance Award or Dividend Equivalents shall be as
determined by the Committee at the time of grant of any such Incentive Award,
subject, however, to any determination by the Committee upon the occurrence of
such special circumstance or event as in the opinion of the Committee merits
special consideration.

         19.    Adjustment Provision. If, prior to the complete exercise of any
Option, or prior to the satisfaction, expiration or lapse of all of the
restrictions and conditions imposed pursuant to a Restricted Stock Award or
Deferred Stock Award, there shall be declared and paid a stock dividend upon
the Shares or if the Shares shall be split up, converted, exchanged,
reclassified, or in any way substituted for,

                (a)     in the case of an Option, then the Option, to the extent
that it has not been exercised, shall entitle the holder thereof upon the
future exercise of the Option to such number and kind of securities or cash or
other property subject to the terms of the Option to which he would have been
entitled had he actually owned the Shares subject to the unexercised portion of






                                      10
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the Option at the time of the occurrence of such stock dividend, split-up,
conversion, exchange, reclassification or substitution, and the aggregate
purchase price upon the future exercise of the Option shall be the same as if
the originally optioned Shares were being purchased thereunder;

                (b)     in the case of a Restricted Share issued pursuant to a
Restricted Stock Award, the holder of such Award shall receive, subject to the
same restrictions and other conditions of such Award as determined pursuant to
the provisions of Section 12, the same securities or other property as are
received by the holders of the Corporation's Shares pursuant to such stock
dividend, split-up, conversion, exchange, reclassification or substitution; and

                (c)     in the case of a Deferred Stock Award, the holder shall
receive, at such time as would otherwise apply under such Award, such number
and kind of securities or cash or other property to which he would have been
entitled had he actually owned the Shares subject to the Deferred Stock Award
at the time of the occurrence of such stock dividend, split-up, conversion,
exchange, reclassification or substitution.

Any fractional shares or securities issuable as a result of such adjustment
shall be payable in cash based upon the Fair Market Value of such shares or
securities at the time such shares or securities would have otherwise been
issued. If any such event should occur, the number of Shares with respect to
which Incentive Awards remain to be issued, or with respect to which Incentive
Awards may be reissued, shall be adjusted in a similar manner.

         In addition to the adjustments provided for in the preceding
paragraph, upon the occurrence of any of the events referred to in said
paragraph prior to the complete exercise of any Rights or the complete payment
of any Dividend Equivalents or payments pursuant to a Performance Award, the
Committee, in its sole discretion, shall determine the amount of cash and/or
number of Shares or other property to which the holder of the Rights shall be
entitled upon their exercise, or which shall be paid to the holder of Dividend
Equivalents or a Performance Award at such time as payment would otherwise be
made, so that there shall be no increase or dilution in the cash and/or value
of the Shares or other property to which the holder shall be entitled by reason
of such events.

         Notwithstanding the foregoing, upon the dissolution or liquidation of
the Corporation, or the occurrence of a merger or consolidation in which the
Corporation is not the surviving corporation, or a merger or consolidation in
which the Corporation becomes a subsidiary of another corporation or a merger
or consolidation in which the voting securities of the Corporation outstanding
immediately prior thereto do not continue to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting securities of the Corporation or
such surviving entity immediately after such merger or consolidation, or upon a
spin-off (including a reverse spin-off) by the Corporation, but only as to the
holders of Incentive Awards who are to be employed immediately after the
spin-off by the entity which represents less than 50% of the value of the
Corporation immediately prior to the transaction and any holders who will serve
as directors of or consultants to such entity and not the Corporation, or upon
the sale of all or substantially all of the assets of the Corporation, the
outstanding Options, Rights, Deferred Stock Awards, Performance Awards and
Dividend Equivalents granted hereunder shall terminate upon the consummation of
such transaction, unless provision is made by the Corporation in connection






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<PAGE>

with such transaction for the assumption of Options, Rights, Deferred Stock
Awards, Performance Awards and Dividend Equivalents theretofore granted, or the
substitution for such Options, Rights, Deferred Stock Awards, Performance
Awards and Dividend Equivalents of new options of, and rights, deferred stock
awards, performance awards and dividend equivalents with respect to, the
successor corporation or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares and the per share exercise
prices. In the event the Options terminate as aforesaid in connection with such
a dissolution, liquidation, merger, consolidation, spin-off or sale, the
Committee shall provide that the holder of any such Option, to the extent then
vested, shall be entitled to receive from the Corporation an amount equal to
the excess of (i) the Fair Market Value (determined on the basis of the amount
received by shareholders in connection with such transaction) of the Shares
subject to the vested portion of the Option not theretofore exercised, over
(ii) the aggregate purchase price which would be payable for such Shares upon
the exercise of the Option. In the event Rights granted independently of an
Option terminate as aforesaid in connection with such a dissolution,
liquidation, merger, consolidation, spin-off or sale, the Committee shall
provide that the holder of any such Rights, to the extent then vested, shall be
entitled to receive from the Corporation an amount equal to the excess of (i)
the Fair Market Value (determined on the basis of the amount received by
shareholders in connection with such transaction) of the Shares subject to the
vested portion of the Rights not theretofore exercised, over (ii) the Fair
Market Value of such Shares on the date such Rights were granted (or a portion
of such excess equal to the portion of the Spread to which the holder is
entitled under the terms of such Rights). In the event a Deferred Stock Award,
Performance Award or Dividend Equivalent terminates as aforesaid in connection
with such a dissolution, liquidation, merger, consolidation, spin-off or sale,
the treatment of such Incentive Award shall be as provided in the agreement
evidencing such Incentive Award. Any amount payable by the Corporation pursuant
to this paragraph may be paid in the form of cash or Shares (or other
securities received by shareholders in connection with the applicable
transaction) as determined by the Committee in its sole discretion. In the
event of any other change in the corporate structure or outstanding Shares, the
Committee may, in its sole discretion, make such equitable adjustments to the
number of Shares and the class of shares available hereunder or to any
outstanding Incentive Awards as it shall deem appropriate to prevent dilution
or enlargement of rights.

         20.    Issuance of Shares and Compliance with Securities Act. The
Corporation may postpone the issuance and delivery of Shares pursuant to the
grant or exercise of any Incentive Award until (a) the admission of such Shares
to listing on any stock exchange on which Shares of the Corporation of the same
class are then listed, and (b) the completion of such registration or other
qualification of such Shares under any State or Federal law, rule or regulation
as the Corporation shall determine to be necessary or advisable. Any holder of
an Incentive Award shall make such representations and furnish such information
as may, in the opinion of counsel for the Corporation, be appropriate to permit
the Corporation, in the light of the then existence or non-existence with
respect to such Shares of an effective Registration Statement under the
Securities Act of 1933, as from time to time amended (the "Securities Act"), to
issue the Shares in compliance with the provisions of the Securities Act or any
comparable act. The Corporation shall have the right, in its sole discretion,
to legend any Shares which may be issued pursuant to the grant or exercise of
any Incentive Award, or may issue stop transfer orders in respect thereof.





                                      12
<PAGE>

         21.    Income Tax Withholding. If the Corporation or a Subsidiary shall
be required to withhold any amounts by reason of any Federal, State, local or
foreign tax rules or regulations in respect of any Incentive Award, the
Corporation or the Subsidiary shall be entitled to take such action as it deems
appropriate in order to ensure compliance with such withholding requirements.
In order to facilitate payment by the holder of an Incentive Award of his
withholding obligations with respect to the Incentive Award, the Corporation or
Subsidiary may, at its election, (a) deduct from any cash payment otherwise due
to the holder, the appropriate withholding amount, (b) require the holder to
pay to the Corporation or Subsidiary in cash the appropriate withholding
amount, (c) permit the holder to elect to have the Corporation withhold a
portion of the Shares otherwise to be delivered with respect to such Incentive
Award, the Fair Market Value of which is equal to the minimum statutory
withholding amount, or (d) permit the holder to elect to deliver to the
Corporation Shares already owned by the holder for at least six months, the
Fair Market Value of which is equal to the appropriate withholding amount.

         22.    Amendment of the Plan. Except as hereinafter provided, the Board
of Directors or the Committee may at any time withdraw or from time to time
amend the Plan as it relates to, and the terms and conditions of, any Incentive
Awards not theretofore granted, and the Board of Directors or the Committee,
with the consent of the affected holder of an Incentive Award, may at any time
withdraw or from time to time amend the Plan as it relates to, and the terms
and conditions of, any outstanding Incentive Award. Notwithstanding the
foregoing, any amendment by the Board of Directors or the Committee which would
increase the number of Shares issuable under the Plan or with respect to
Options and Rights granted to any individual during any calendar year or change
the class of Eligible Persons shall be subject to the approval of the
shareholders of the Corporation.

         23.    No Right of Employment or Service. Nothing contained herein or
in an Incentive Award shall be construed to confer on any employee, director or
consultant any right to be continued in the employ of the Corporation or any
Subsidiary or as a director of, or consultant to, the Corporation or a
Subsidiary or derogate from any right of the Corporation and any Subsidiary to
retire, request the resignation of, discharge or cease its consulting
arrangement with such employee, director or consultant (without or with pay),
at any time, with or without cause.

         24.    Effective Date of the Plan. This Plan is conditional upon its
approval by the shareholders of the Corporation in accordance with Sections 422
and 162(m) of the Internal Revenue Code, and no Incentive Awards may be granted
prior to the date of such approval. If such approval is not obtained, then the
Plan shall be void and of no force or effect.

         25.    Final Grant Date. No Incentive Award shall be granted under the
Plan after April 14, 2013.




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