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                                                                   Exhibit 10.8 

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                                    FORM OF

                               1996 STOCK PLAN OF

                        ALLIN COMMUNICATIONS CORPORATION



                       Effective _________________, 1996








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                               1996 STOCK PLAN OF
                        ALLIN COMMUNICATIONS CORPORATION


     1.  Purpose
         -------

     Allin Communications Corporation (the "Corporation") desires to attract and
retain the best available talent and encourage the highest level of performance
by employees and other persons who perform services for the Corporation in order
to serve the best interests of the Corporation and its shareholders.  By
affording eligible persons the opportunity to acquire proprietary interests in
the Corporation and by providing them incentives to put forth maximum efforts
for the success of the Corporation's business, the 1996 Stock Plan of the
Corporation (the "1996 Plan") is expected to contribute to the attainment of
those objectives.

     2.  Scope and Duration
         ------------------

     Awards under the 1996 Plan may be granted in the form of (i) incentive
stock options ("incentive stock options") as provided in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), (ii) non-qualified stock
options ("non-qualified options") (unless otherwise indicated, references in the
1996 Plan to "options" include incentive stock options and non-qualified
options), (iii) shares of the common stock, par value $0.01 per share, of the
Corporation (the "Common Stock") that are restricted as provided in paragraph 11
("restricted shares"), (iv) units to acquire shares of Common Stock that are
restricted as provided in paragraph 11 ("restricted units") and (v) stock
appreciation rights ("rights") or limited stock appreciation rights ("limited
rights").  The maximum aggregate number of shares of Common Stock as to which
awards may be granted from time to time under the 1996 Plan is 266,000 shares.
The shares available may be in whole or in part, authorized but unissued shares
or issued shares reacquired by the Corporation, as the Board of Directors of the
Corporation (the "Board of Directors") shall from time to time determine.
Unless otherwise provided by the Board of Directors, shares covered by expired
or terminated options and forfeited restricted shares or restricted units,
shares subject to awards that are paid in cash or surrendered upon the exercise
of an option, and shares received by the Corporation upon the exercise of an
option will not be available for subsequent awards under the 1996 Plan.  No
incentive stock option shall be granted under the 1996 Plan more than 10 years
after ____________, 1996.  Otherwise, the Plan will continue until terminated
pursuant to paragraph 17.

     3.  Administration
         --------------

     The 1996 Plan will be administered by the Board of Directors which shall
have plenary authority in its discretion, subject to and not inconsistent with
the express provisions of the 1996 Plan, (i) to grant options, to determine the
purchase price of the shares of Common Stock covered by each option, the term of
each option, the persons to whom, and the time or times at which options shall
be granted, and the number of shares to be covered by each option; (ii) to
designate options as incentive stock options or non-qualified options and to
determine which options shall be accompanied by rights and limited rights; (iii)
to grant rights and to determine the terms and conditions applicable to such
rights; (iv) to grant restricted shares and
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restricted units and to determine the terms of the restricted period and other
conditions applicable to such shares or units, the persons to whom, and the time
or times at which, restricted shares or restricted units shall be granted and
the number of shares or units to be covered by each grant; (v) to interpret the
1996 Plan; (vi) to prescribe, amend and rescind rules and regulations relating
to the 1996 Plan; (vii) to determine the terms and provisions of the option and
rights agreements (which need not be identical) and the restricted share and
restricted units agreements (which need not be identical) entered into in
connection with awards under the 1996 Plan; and (viii) to make all other
determinations deemed necessary or advisable for the administration of the 1996
Plan.  The Board of Directors may delegate to one or more of its members or to
one or more agents such administrative duties as it may deem advisable, and the
Board of Directors or any person to whom it has delegated duties as aforesaid
may employ one or more persons to render advice with respect to any
responsibility or authority the Board of Directors or such person may have under
the 1996 Plan.

     The Board of Directors may employ attorneys, consultants, accountants or
other persons.  The Board of Directors, the Corporation and its officers and
directors shall be entitled to rely upon the advice, opinions or valuations of
any such persons.  All actions taken and all interpretations and determinations
made by the Board of Directors in good faith shall be final and binding upon all
persons who have received awards, the Corporation and all other interested
persons.  No member or agent of the Board of Directors shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the 1996 Plan or awards made thereunder, and all members
and agents of the Board of Directors shall be fully indemnified and protected by
the Corporation in respect of any such action, determination or interpretation.

     4.  Eligibility; Factors to be Considered in Granting Awards
         --------------------------------------------------------

     Awards will be limited to (i) officers and other executive employees who
are employees of the Corporation or its subsidiaries and (ii) any non-employee
advisors or consultants (including non-employee directors) who may provide or
who have provided services to the Corporation, its predecessors or its
subsidiaries; provided, however, that awards in the form of incentive stock
options may be granted only to employees.  In determining the persons to whom
awards shall be granted and the number of shares or units to be covered by each
award, the Board of Directors shall take into account the nature of the
employees' duties or the services provided, their past, present and potential
contributions to the success of the Corporation and such other factors as it
shall deem relevant in connection with accomplishing the purposes of the 1996
Plan. For each year that an individual serves as a director, he or she will
receive an immediately exercisable option to acquire 5,000 shares of Common
Stock at an exercise price equal to the Fair Market Value (as defined in
paragraph 5). Awards may be granted singly, in combination or in tandem and may
be made in combination or in tandem with, in replacement of, or as alternatives
to, awards or grants under any other employee plan maintained by the Corporation
or its present and future subsidiaries. A person to whom an award has been
granted shall be referred to as a "participant." An award, other than an award
of restricted shares, may provide for the crediting to the account of, or the
current

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payment to, each participant who has such an award of an amount equal to the
cash or stock dividends paid by the Corporation upon one share of Common Stock
for each restricted unit or share of Common Stock subject to an option or right,
included in such award ("Dividend Equivalent").  Dividend Equivalents credited
to a participant's account shall not be subject to forfeiture, except as the
Board of Directors may otherwise determine in respect of any option or right,
and may bear amounts equivalent to interest or cash dividends as the Board of
Directors may determine.  A participant who has been granted an award or awards
under the 1996 Plan may be granted an additional award or awards, subject to
such limitations as may be imposed by the Code on the grant of incentive stock
options.  The Board of Directors, in its sole discretion, may grant to a
participant who has been granted an award under the 1996 Plan or any other plan
maintained by the Corporation or one of its subsidiaries, or any predecessors or
successors thereto, in exchange for the surrender and cancellation of such
award, a new award in the same or a different form and containing such terms,
including without limitation a price which is different (either higher or lower)
than any price provided in the award so surrendered and cancelled, as the Board
of Directors may deem appropriate.

     5.  Option Price
         ------------

     Except as provided in paragraph 4 with respect to certain options granted
to directors, the purchase price of the Common Stock covered by each option
shall be determined by the Board of Directors.  However, in the case of an award
made to any other participant in the form of an incentive stock option, the
purchase price shall not be less than 100% (or, in the case of an incentive
stock option granted to a "10 percent shareholder," as defined in Code section
422, 110%) of the fair market value of the Common Stock on the date the option
is granted, which shall be the closing price of the Common Stock as reported on
NASDAQ NMS (the "Fair Market Value") for the date on which the option is
granted, or if there are no sales on such date, on the next preceding day on
which there were sales.  Such price shall be subject to adjustment as provided
in paragraph 15.  The Board of Directors shall determine the date on which an
option is granted, provided that such date is consistent with the Code and any
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applicable rules or regulations thereunder.  In the absence of such
determination, the date on which the Board of Directors adopts a resolution
granting an option shall be considered the date on which such option is granted,
                                                                                
provided the participant to whom the option is granted is promptly notified of
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the grant and an option agreement is duly executed as of the date of the
resolution.  The price so determined shall also be applicable in connection with
the exercise of any related right or limited right.

     6.  Term of Options, Units and Rights
         ---------------------------------

     The term of each incentive stock option granted under the 1996 Plan shall
not be more than 10 (or, in the case of a "10 percent shareholder," as defined
in Code section 422, 5) years from the date of grant, as the Board of Directors
shall determine, subject to earlier termination as provided in paragraphs 12 and
13.  The term of each non-qualified stock option as well as each restricted
unit, right or limited right granted under the 1996 Plan shall be such

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period of time as the Board of Directors shall determine, subject to earlier
termination as provided in paragraphs 12 and 13.

     7.  Exercise of Options; Loans
         --------------------------

     (a)  Subject to the provisions of the 1996 Plan and unless otherwise
provided in the option agreement, an option granted under the 1996 Plan shall
become 100% vested at the earliest of the participant's normal retirement date,
the participant's death or total disability (as defined in paragraph 13) or over
a five (5) year period commencing with the date of grant at the rate of twenty
percent (20%) per year.  In its sole discretion, the Board of Directors may, in
any case or cases, prescribe different installments.  The Board of Directors may
also, in its sole discretion, accelerate any option at any time or, in any
option agreement, provide for the acceleration of the exercisability of any
option based on the occurrence of any event or satisfaction of any condition
prescribed by the Board of Directors in its sole discretion.

     (b)  An option may be exercised at any time or from time to time (subject,
in the case of an incentive stock option, to such restrictions as may be imposed
by the Code), as to any or all full shares as to which the option has become
exercisable.

     (c)  The purchase price of the shares as to which an option is exercised
shall be paid in full at the time of exercise; payment may be made in cash,
which may be paid by check or other instrument acceptable to the Corporation,
or, with the consent of the Board of Directors, in shares of the Common Stock,
valued at the Fair Market Value on the date of exercise, or if there were no
sales on such date, on the next preceding day on which there were sales or (if
permitted by the Board of Directors and subject to such terms and conditions as
it may determine) by surrender of outstanding awards under the 1996 Plan.  In
addition, any amount necessary to satisfy applicable federal, state or local tax
requirements shall be paid promptly upon notification of the amount due.  The
Board of Directors may permit such amount to be paid in shares of Common Stock
previously owned by the participant, or a portion of the shares of Common Stock
that otherwise would be distributed to such participant upon exercise of the
option, or a combination of cash and shares of such Common Stock.

     (d)  Except as provided in paragraphs 12 and 13, no option which is an
incentive stock option may be exercised at any time unless the holder thereof is
then an employee of the Corporation, one of its subsidiaries.  For this purpose,
"subsidiary" shall include, as under Treasury Regulations Section 1.421-7(h)(3)
and (4), Example (3), any corporation that is a subsidiary of the Corporation
during the entire portion of the requisite period of employment during which it
is the employer of the holder.

     (e)  The Board of Directors, in its sole discretion, may elect, in lieu of
delivering all or a portion of the shares of Common Stock as to which an option
has been exercised, if the Fair Market Value of the Common Stock exceeds the
exercise price of the option (i) to pay the participant in cash or in shares of
Common Stock, or a combination of cash and Common Stock, an amount equal to the
excess of (A) the Fair Market Value on the exercise date of the shares

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of Common Stock as to which such option has been exercised, or if there were no
sales on such date, on the next preceding day on which there were sales over (B)
the option price, or (ii) in the case of an option which is a non-qualified
option, to defer payment and to credit the amount  of such excess on the
Corporation's books for the account of the optionee and either (a) to treat the
amount in such account as if it had been invested in the manner from time to
time determined by the Board of Directors, with dividends or other income
thereon being deemed to have been so reinvested or (b) for the Corporation's
convenience, to contribute the amount credited to such account to a trust, which
may be revocable by the Corporation, for investment in the manner from time to
time determined by the Board of Directors and set forth in the instrument
creating such trust.  The Board of Directors's election pursuant to this
subparagraph shall be made by giving written notice of such election to the
participant (or other person exercising the option).  Shares of Common Stock
paid pursuant to this subparagraph will be valued at the Fair Market Value on
the exercise date, or if there were no sales on such date, on the next preceding
day on which there were sales.

     (f)  Subject to any terms and conditions that the Board of Directors may
determine in respect of the exercise of options involving the surrender of
outstanding awards, upon, but not until, the exercise of an option or portion
thereof in accordance with (i) the 1996 Plan, (ii) the option agreement and
(iii) such rules and regulations as may be established by the Board of
Directors, the holder thereof shall have the rights of a shareholder with
respect to the shares issued as a result of such exercise.

     (g)  The Corporation may make loans to such option holders as the Board of
Directors, in its discretion, may determine (including a holder who is a
director or officer of the Corporation) in connection with the exercise of
options granted under the 1996 Plan; provided, however, that the Board of
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Directors shall not authorize the making of any loan where the possession of
such discretion or the making of such loan would result in a "modification" (as
defined in Section 424 of the Code) of any incentive stock option.  Such loans
shall be subject to the following terms and conditions and such other terms and
conditions as the Board of Directors shall determine not inconsistent with the
1996 Plan.  Such loans shall bear interest at such rates as the Board of
Directors shall determine from time to time, which rates may be below then
current market rates (except in the case of incentive stock options).  In no
event may any such loan exceed the fair market value, at the date of exercise,
of the shares covered by the option, or portion thereof, exercised by the
holder.  No loan shall have an initial term exceeding five years, but any such
loan may be renewable at the discretion of the Board of Directors.  When a loan
shall have been made, shares of Common Stock having a Fair Market Value at least
equal to the principal amount of the loan shall be pledged by the holder to the
Corporation as security for payment of the unpaid balance of the loan.  Every
loan shall comply with all applicable laws, regulations and rules of the Board
of Governors of the Federal Reserve System and any other governmental agency
having jurisdiction.

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     8.  Award and Exercise of Rights
         ----------------------------

     (a)  A right may be awarded by the Board of Directors in connection with
any option granted under the 1996 Plan (a "tandem right"), either at the time
the option is granted or thereafter at any time prior to the exercise,
termination or expiration of the option.  A right may also be awarded separately
(a "free-standing right").  Each tandem right shall be subject to the same terms
and conditions as the related option and shall be exercisable only to the extent
the option is exercisable.

     The term of each freestanding right granted under the 1996 Plan shall be
such period of time as the Board of Directors shall determine.  Subject to the
provisions of the 1996 Plan and unless otherwise provided in the agreement
covering a freestanding right granted under the 1996 Plan, such right shall
become 100% vested at the earliest of the participant's normal retirement date,
the participant's death or total disability (as defined in paragraph 13) or such
period of time from the date of grant as the Board of Directors shall determine.
Prior to becoming 100% vested, each freestanding right shall become exercisable
at such time and in such manner as the Board of Directors shall determine.  The
Board of Directors may also, in its sole discretion, accelerate the
exercisability of any freestanding right at any time and provide, in the
agreement covering a freestanding right, that the right shall become immediately
exercisable based on the occurrence of any event or satisfaction of any
condition prescribed by the Board of Directors in its sole discretion.

     (b)  A right shall entitle the participant upon exercise in accordance with
its terms (subject, in the case of a tandem right, to the surrender of the
unexercised portion of the related option or any portion or portions thereof
which the participant from time to time determines to surrender for this
purpose) to receive, subject to the provisions of the 1996 Plan and such rules
and regulations as from time to time may be established by the Board of
Directors, a payment having an aggregate value equal to (A) the excess of the
fair market value on the exercise date of one share over the option price per
share, in the case of a tandem right, or the price per share specified in the
terms of the right, in the case of a freestanding right, times (B) the number of
shares with respect to which the right shall have been exercised.  The payment
shall be made in the form of all cash, all shares of Common Stock, or a
combination thereof, as elected by the participant; provided, that the Board of
                                                    --------                   
Directors shall have sole discretion to consent to or disapprove the election of
a participant to receive all or part of a payment in cash (which consent or
disapproval may be given at any time after the election to which it relates).
The price per share specified in a freestanding right shall be determined by the
Board of Directors but in no event shall be less than the average of the daily
closing price for the Common Stock as reported on the NASDAQ NMS during a period
determined by the Board of Directors in its sole discretion that shall consist
of any day on which shares of Common Stock are traded on the NASDAQ NMS (a
"Trading Day") or any number of consecutive Trading Days, not exceeding 30,
during the period of 30 Trading Days ending on the Trading Day immediately
preceding the date the right is granted, provided that, in the absence of a
                                         --------                          
different determination by the Board of Directors, the price per share shall be
determined on the basis of a period consisting of 30 Trading Days.  Such price
shall be subject to adjustment as provided in paragraph 15.  The

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Board of Directors shall determine the date on which a freestanding right is
granted.  In the absence of such determination, the date on which the Board of
Directors adopts a resolution granting such right shall be considered the date
of grant, provided the participant is promptly notified of the grant and an
agreement is duly executed as of the date of the resolution.

     If upon exercise of a right the participant is to receive all or a portion
of the payment in shares of Common Stock, the number of shares received shall be
determined by dividing such portion by the fair market value of a share on the
exercise date.  The number of shares received may not exceed the number of
shares covered by any option or portion thereof surrendered.  Cash will be paid
in lieu of any fractional share.

     No payment will be required from the participant upon exercise of a right,
except that any amount necessary to satisfy applicable federal, state or local
tax requirements shall be withheld or paid promptly upon notification of the
amount due and prior to or concurrently with delivery of cash or a certificate
representing shares.  The Board of Directors may permit such amount to be paid
in shares of Common Stock previously owned by the participant, or a portion of
the shares of Common Stock that otherwise would be distributed to such
participant upon exercise of the right, or a combination of cash and shares of
such Common Stock.

     (c)  For purposes of this paragraph 8, the fair market value of a share on
any particular date shall mean the Fair Market Value of such share on such date,
or if there are no sales on such date, on the next preceding day on which there
were sales; provided that, in the case of rights that relate to an incentive
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stock option, not in excess of the maximum amount that would be permissible
under Section 422 of the Code and the Treasury Regulations thereunder without
disqualifying such option as an incentive stock option under Section 422.

     (d)  Upon exercise of a tandem right, the number of shares subject to
exercise under the related option shall automatically be reduced by the number
of shares represented by the option or portion thereof surrendered.

     (e)  A right related to an incentive stock option may only be exercised if
the fair market value of a share of Common Stock on the exercise date exceeds
the option price.

     (f)  Whether payments to participants upon exercise of tandem rights
related to non-qualified options or of freestanding rights are made in cash,
shares of Common Stock or a combination thereof, the Board of Directors shall
have sole discretion as to timing of the payments, whether in one lump sum or in
annual installments or otherwise deferred, which deferred payments may in the
Board of Directors's sole discretion (i) bear amounts equivalent to interest or
cash dividends, (ii) be treated as invested in the manner from time to time
determined by the Board of Directors, with dividends or other income thereon
being deemed to have been so reinvested, or (iii) for the convenience of the
Corporation, contributed to a trust, which may be revocable by the Corporation
or subject to the claims of its creditors, for investment in the manner from
time to time determined by the Board of Directors and set forth in the
instrument creating such trust, all as the Board of Directors shall determine.

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     (g)  If a freestanding right is not exercised, or neither a tandem right
nor the related option is exercised, before the end of the day on which the
right ceases to be exercisable and the fair market value of a share on such date
exceeds (i) the option price per share in the case of a tandem right or (ii) the
price per share specified in the terms of the right in the case of a
freestanding right, such right shall be deemed exercised and a payment in the
amount prescribed by subparagraph 8(b), less any applicable taxes, shall be paid
to the participant in cash.

     9.  Award and Exercise of Limited Rights
         ------------------------------------

     (a)  A limited right may be awarded by the Board of Directors in connection
with any option granted under the 1996 Plan with respect to all or some of the
shares of Common Stock covered by such related option.  A limited right may be
granted either at the time the option is granted or thereafter at any time prior
to the exercise, termination or expiration of the option.  A limited right may
be granted to a participant irrespective of whether such participant is being
granted or has been granted a right under paragraph 8 hereof.  A limited right
may be exercised only during the ninety-day period beginning on the occurrence
of an event or condition prescribed by the Board of Directors.  In addition,
each limited right shall be exercisable only if, and to the extent that, the
related option is exercisable and, in the case of a limited right granted in
respect of an incentive stock option, only when the fair market value per share
of the Common Stock exceeds the option price per share.  Upon exercise of a
limited right, such related option shall cease to be exercisable to the extent
of the shares of Common Stock with respect to which such limited right is
exercised.  Upon the exercise or termination of a related option, the limited
right with respect to such related option shall terminate to the extent of the
shares of Common Stock with respect to which the related option was exercised or
terminated.

     (b)  Upon the exercise of limited rights, the holder thereof shall receive
in cash an amount determined in the same manner as for a right granted under
paragraph 8.

     (c)  Notwithstanding any other provision of the 1996 Plan, tandem rights
granted pursuant to paragraph 8 may not be exercised to the extent that any
limited rights granted with respect to the same option are then exercisable.
Upon exercise of the limited right, the number of shares subject to exercise
under the related option, and the number of tandem rights related thereto, shall
automatically be reduced by the number of shares and rights represented by the
limited right exercised.

     10.  Non-Transferability of Options and Rights
          -----------------------------------------

     Options, rights and limited rights granted under the 1996 Plan shall not be
transferable otherwise than by will or the laws of descent and distribution.
Options, rights and limited rights may be exercised during the lifetime of the
participant only by the participant or by the participant's guardian or legal
representative (unless such exercise would disqualify an option as an incentive
stock option).

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     11.  Award and Delivery of Restricted Shares or Restricted Units
          -----------------------------------------------------------

     (a)  At the time an award of restricted shares or restricted units is made,
the Board of Directors shall establish a period of time (the "Restricted
Period") applicable to such award.  Each award of restricted shares or
restricted units may have a different Restricted Period.  The Board of Directors
may, in its sole discretion, accelerate the Restricted Period or, at the time an
award is made, (i) prescribe conditions for the incremental lapse of
restrictions during the Restricted Period or (ii) provide for the lapse or
termination of restrictions upon the satisfaction of any condition or the
occurrence of any event prescribed by the Board of Directors in its sole
discretion.  The Board of Directors may also, in its sole discretion, shorten or
terminate the Restricted Period or waive any conditions for the lapse or
termination of restrictions with respect to all or any portion of the restricted
shares or restricted units.  Notwithstanding the foregoing, all restrictions
shall lapse or terminate with respect to all restricted shares or restricted
units upon death or total disability (as defined in paragraph 13).

     (b)  Upon the grant of an award of restricted shares, a stock certificate
representing a number of shares of Common Stock equal to the number of
restricted shares granted to a participant shall be registered in the
participant's name but shall be held in custody by the Corporation for the
participant's account.  The participant shall generally have the rights and
privileges of a shareholder as to such restricted shares, including the right to
vote such restricted shares, except that, subject to the provisions of paragraph
12, the following restrictions shall apply:  (i) the participant shall not be
entitled to delivery of the certificate until the expiration or termination of
the Restricted Period and the satisfaction of any other conditions prescribed by
the Board of Directors; (ii) none of the restricted shares may be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of during
the Restricted Period and until the satisfaction of any other conditions
prescribed by the Board of Directors; and (iii) all of the restricted shares
shall be forfeited and all rights of the participant to such restricted shares
shall terminate without further obligation on the part of the Corporation unless
the participant has remained an employee of or, in the case of a nonemployee
participant, continues to perform services for the Corporation or any of its
subsidiaries until the expiration or termination of the Restricted Period and
the satisfaction of any other conditions prescribed by the Board of Directors
applicable to such restricted shares.  At the discretion of the Board of
Directors, cash and stock dividends with respect to the restricted shares may be
either currently paid or withheld by the Corporation for the participant's
account, and interest may be paid on the amount of cash dividends withheld at a
rate and subject to such terms as determined by the Board of Directors.  Cash or
stock dividends so withheld by the Board of Directors shall not be subject to
forfeiture.  Upon the forfeiture of any restricted shares, such forfeited
restricted  shares shall be transferred to the Corporation without further
action by the participant.  The participant shall have the same rights and
privileges, and be subject to the same restrictions, with respect to any shares
received pursuant to paragraph 15.

     (c)  Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board of Directors or at
such earlier time as provided for in paragraph 12, the restrictions applicable
to the restricted shares shall lapse

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<PAGE>
 
and a stock certificate for the number of shares of Common Stock with respect to
which the restrictions have lapsed shall be delivered, free of all such
restrictions, except any that may be imposed by law, to the participant or the
participant's beneficiary or estate, as the case may be.  The Corporation shall
not be required to deliver any fractional share of Common Stock but will pay, in
lieu thereof, the Fair Market Value (determined as of the date the restrictions
lapse or next preceding day on which sales are traded) of such fractional share
to the participant or the participant's beneficiary or estate, as the case may
be.  No payment will be required from the participant upon the issuance or
delivery of any restricted shares, except that any amount necessary to satisfy
applicable federal, state or local tax requirements shall be withheld or paid
promptly upon notification of the amount due and prior to or concurrently with
the issuance or delivery of a certificate representing such shares.  The Board
of Directors may permit such amount to be paid in (i) shares of Common Stock
previously owned by the participant, (ii) a portion of the shares of Common
Stock that otherwise would be distributed to such participant upon the lapse of
the restrictions applicable to the restricted shares, or (iii) a combination of
cash and shares of such Common Stock; provided, however, that the Board of
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Directors shall have sole discretion to consent to or disapprove of any such
election (which consent or disapproval may be given at any time after the
election to which it relates).

     (d)  In the case of an award of restricted units, no shares of Common Stock
shall be issued at the time the award is made, and the Corporation shall not be
required to set aside a fund for the payment of any such awards.  The
participant will have no rights as a shareholder of the Corporation with respect
to restricted units.

     Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board of Directors or at
such earlier time as provided for in paragraph 12, the Corporation shall deliver
to the participant or the participant's beneficiary or estate, as the case may
be, one share of Common Stock for each restricted unit with respect to which the
restrictions have lapsed ("vested unit"), and cash equal to any Dividend
Equivalents credited with respect to each such vested unit and any interest
thereon; provided, however, that the Board of Directors may, in its sole
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discretion, elect to pay cash or part cash and part Common Stock in lieu of
delivering only Common Stock for vested units.  If a cash payment is made in
lieu of delivering Common Stock, the amount of such cash payment shall be equal
to the Fair Market Value for the date on which the Restricted Period lapsed with
respect to such vested unit, or if there are no sales on such date, on the next
preceding day on which there were sales.  No payment will be required from the
participant upon the award of any restricted units, the crediting or payment of
any Dividend Equivalents, or the delivery of Common Stock or the payment of cash
in respect of vested units, except that any amount necessary to satisfy
applicable federal, state or local tax requirements shall be withheld or paid
promptly upon notification of the amount due.  The Board of Directors may permit
such amount to be paid in (i) shares of Common Stock previously owned by the
participant, (ii) a portion of the shares of Common Stock that otherwise would
be distributed to such participant in respect of vested units, or (iii) a
combination of cash and shares of such Common Stock; provided, however, that the
                                                     --------  -------          
Board of Directors shall have sole discretion to

                                     -10-
<PAGE>
 
consent to or disapprove of any such election (which consent or disapproval may
be given at any time after the election to which it relates).

     (e)  The restricted unit award agreement may permit a participant to
request that the payment of vested units (and Dividend Equivalents and the
interest thereon with respect to such vested units) be deferred beyond the
payment date specified in the agreement.  The Board of Directors shall, in its
sole discretion, determine whether to permit such deferral and to specify the
terms and conditions, which are not inconsistent with the 1996 Plan, to be
contained in the agreement.  In the event of such deferral, the Board of
Directors may determine that interest shall be credited annually on the Dividend
Equivalents, at a rate to be determined by the Board of Directors.  The Board of
Directors may also determine to compound such interest.

     12.  Termination of Employment
          -------------------------

     (a)  If the employment of an employee to whom an option, right or limited
right has been granted under the 1996 Plan shall be involuntarily terminated,
then except as set forth in paragraph 13, such option, right or limited right
may, subject to the provisions of the 1996 Plan, be exercised (to the extent
that the employee was entitled to do so at such involuntary termination of his
employment) at any time within three months after such involuntary termination,
                                                                               
provided, however, that any option, right or limited right held by an employee
- --------  -------                                                             
whose employment is terminated for cause, as determined by the Board of
Directors in its sole discretion, shall forthwith terminate.  If the employment
of an employee to whom an option, right or limited right has been granted under
the 1996 Plan shall terminate for any other reason, then, except as provided in
paragraph 13, such option, right or limited right will immediately terminate;
provided, however, that in the case of an employee whose termination results
from retirement from active employment at or after age 65, such options, rights
and limited rights may be exercised within one year after such termination, but
in no case later than the date on which the option, right or limited right
terminates.

     (b)  Unless otherwise determined by the Board of Directors, if an employee
to whom restricted shares or restricted units have been granted ceases to be an
employee of the Corporation or of a subsidiary prior to the end of the
Restricted Period and the satisfaction of any other conditions prescribed by the
Board of Directors for any reason other than death or total disability (as
defined in paragraph 13), the employee shall immediately forfeit all restricted
shares and restricted units as to which the Restricted Period has not then
lapsed.  If such employee ceases employment with the Corporation due to such
employee's death or total disability (as defined in paragraph 13), then all
restrictions relating to the restricted shares or restricted units shall
immediately terminate.

     (c)  Awards granted under the 1996 Plan shall not be affected by any change
of duties or position so long as the holder continues to be an employee of the
Corporation or any of its subsidiaries.  Any option, right, limited right,
restricted share or restricted unit agreement, or any rules and regulations
relating to the 1996 Plan, may contain such provisions as the Board of Directors
shall approve with reference to the determination of the date employment
terminates

                                     -11-
<PAGE>
 
and the effect of leaves of absence.  Any such rules and regulations with
reference to any option agreement shall be consistent with the provisions of the
Code and any applicable rules and regulations thereunder.  Nothing in the 1996
Plan or in any award granted pursuant to the 1996 Plan shall confer upon any
employee any right to continue in the employ of the Corporation or any of its
subsidiaries or interfere in any way with the right of the Corporation or any
such subsidiary to terminate such employment at any time.

     (d)  Notwithstanding anything else in the 1996 Plan to the contrary, if the
corporation employing an individual to whom an option, right, limited right,
restricted unit or restricted share has been granted under the 1996 Plan ceases
to be a subsidiary of the Corporation, then the Board of Directors may provide
that service with such employer or its direct or indirect subsidiaries in any
capacity shall be considered employment with the Corporation for purposes of the
1996 Plan.

     13.  Death or Total Disability of Employee
          -------------------------------------

     If an employee to whom an option, right or limited right has been granted
under the 1996 Plan shall die or suffer a "total disability" while employed by
the Corporation, one of its subsidiaries, such option, right or limited right
may be exercised, to the extent that the employee was entitled to do so at the
termination of employment (including by reason of death or total disability), as
set forth herein or in option agreement (subject to the restrictions set forth
in paragraphs 8 and 9 with respect to persons subject to Section 16(b) of the
Exchange Act) by the employee, the legal guardian of the employee (unless such
exercise would disqualify an option as an incentive stock option), a legatee or
legatees of the employee under the employee's last will, or by the employee's
personal representatives or distributees, whichever is applicable, at any time
within one year after the date of the employee's death or total disability, but
in no case later than the date on which the option, right or limited right
terminates.  For purposes hereof, "total disability" is defined as a condition
which permits the employee to receive full benefits under the Corporation's long
term disability plan.  If employee is not eligible to participate in such plan
or no such plan is then maintained, "total disability" means any physical or
mental condition which renders the employee unable to perform his or her duties
to the satisfaction of the Board of Directors and which condition may be
expected to continue for more than six months in the opinion of a physician
selected by the Board of Directors.

     14.  Awards to Non-employees
          -----------------------

     Any non-employee of the Corporation who receives an award under the 1996
Plan shall be subject to such constraints with respect to exercisability of
awards and forfeiture of awards as the Board of Directors, in its sole
discretion, may prescribe.

     15.  Adjustment upon Changes in Capitalization, etc.
          ---------------------------------------------- 

     Notwithstanding any other provision of the 1996 Plan, the Board of
Directors may at any time make or provide for such adjustments to the 1996 Plan,
to the number and class of

                                     -12-
<PAGE>
 
shares available thereunder or to any outstanding options, rights, restricted
shares or restricted units as it shall deem appropriate to prevent dilution or
enlargement of rights, including adjustments in the event of distributions to
holders of Common Stock other than a normal cash dividend, changes in the
outstanding Common Stock by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations and the like.  In the event of any
offer to holders of Common Stock generally relating to the acquisition of their
shares, the Board of Directors may make such adjustment as it deems equitable in
respect of outstanding options, rights, limited rights and restricted units,
including in the Board of Directors's discretion revision of outstanding
options, rights, limited rights and restricted units so that they may be
exercisable for or payable in the consideration payable in the acquisition
transaction.  No adjustment shall be made in respect of an incentive stock
option if such adjustment would disqualify such option as an incentive stock
option under Section 422 of the Code and the Treasury Regulations thereunder.
No adjustment shall be made in the minimum number of shares with respect to
which an option may be exercised at any time.  Any fractional shares resulting
from such adjustments to options, rights, limited rights or restricted units
shall be eliminated.

     16.  Effective Date
          --------------

     The 1996 Plan shall be effective as of closing date of the sale of Common
Stock pursuant to the initial public offering of such stock, provided that the
adoption of the 1996 Plan shall have been approved by the shareholders of the
Corporation either before or after the effective date.  The Board of Directors
may, in its discretion, grant awards under the 1996 Plan, the grant, exercise or
payment of which shall be expressly subject to the conditions that, to the
extent required at the time of grant, exercise or payment, (i) if the
Corporation deems it necessary or desirable, a Registration Statement under the
Securities Act of 1933 with respect to such shares shall be effective, (ii) to
the extent such awards provide for the delivery of shares of Common Stock of the
Corporation, such shares shall have been listed on the NASDAQ NMS, subject to
notice of issuance, and (iii) any requisite approval or consent of any
governmental authority of any kind having jurisdiction over awards granted under
the 1996 Plan shall be obtained.

     17.  Termination and Amendment
          -------------------------

     The Board of Directors of the Corporation may suspend, terminate, modify or
amend the 1996 Plan, provided that any amendment that would increase the
aggregate number of shares that may be issued under the 1996 Plan, materially
increase the benefits accruing to participants under the 1996 Plan, or
materially modify the requirements as to eligibility for participation in the
1996 Plan shall be subject to the approval of the Corporation's shareholders to
the extent required by Rule 16b-3, applicable law or any other governing rules
or regulations, except that any such increase or modification that may result
from adjustments authorized by paragraph 15 does not require such approval.  If
the 1996 Plan is terminated, the terms of the 1996 Plan shall, notwithstanding
such termination, continue to apply to awards granted prior to such termination.
In addition, no suspension, termination, modification or amendment of the

                                     -13-
<PAGE>
 
1996 Plan may, without the consent of the participant to whom an award shall
theretofore have been granted, adversely affect the rights of such participant
under such award.

     18.  Written Agreements
          ------------------

     Each award of options, rights, limited rights, restricted shares or
restricted units shall be evidenced by a written agreement, executed by the
participant and the Corporation, which shall contain such restrictions, terms
and conditions as the Board of Directors may require.

     19.  Effect on Other Stock Plans
          ---------------------------

     The adoption of the 1996 Plan shall have no effect on awards made or to be
made pursuant to other stock plans covering employees or non-employees of the
Corporation, its subsidiaries, or any predecessors or successors thereto.

                                     -14-
