INTERNATIONAL COAL GROUP, INC.
                   2005 EQUITY AND PERFORMANCE INCENTIVE PLAN

1.          PURPOSE. The purpose of the International Coal Group, Inc. 2005
      Equity and Performance Incentive Plan is to attract and retain
      Non-Employee Directors (as defined below), consultants, officers and other
      key employees for International Coal Group, Inc., a Delaware corporation,
      and its Subsidiaries (as defined below) and to provide to such persons
      incentives and rewards for superior performance.

2.          DEFINITIONS. As used in this Plan,

      (a)         "Appreciation Right" means a right granted pursuant to Section
            5 of this Plan, and shall include both Tandem Appreciation Rights
            and Free-Standing Appreciation Rights.

      (b)         "Award" means Option Rights, Appreciation Rights, Restricted
            Shares, Restricted Share Units, Performance Shares or Performance
            Units granted to a Participant under this Plan.

      (c)         "Base Price" means the price to be used as the basis for
            determining the Spread upon the exercise of a Free-Standing
            Appreciation Right and a Tandem Appreciation Right.

      (d)         "Board" means the Board of Directors of the Company and, to
            the extent of any delegation by the Board to a committee (or
            subcommittee thereof) pursuant to Section 15 of this Plan, such
            committee (or subcommittee).

      (e)         "Change of Control" has the meaning provided in Section 12 of
            this Plan.

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

      (g)         "Common Stock" means the shares of common stock, $0.01 par
            value per share, of the Company or any security into which such
            shares of common stock may be changed by reason of any transaction
            or event of the type referred to in Section 11 of this Plan.

      (h)         "Company" means International Coal Group, Inc., a Delaware
            corporation.

      (i)         "Date of Grant" means the date specified by the Board on which
            a grant of Option Rights, Appreciation Rights, Performance Shares or
            Performance Units or a grant or sale of Restricted Shares or
            Restricted Share Units shall become effective (which date shall not
            be earlier than the date on which the Board takes action with
            respect thereto).

      (j)         "Director" means a member of the Board.

      (k)         "Exchange Act" means the Securities Exchange Act of 1934, as
            amended, and the rules and regulations thereunder, as such law,
            rules and regulations may be amended from time to time.
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      (l)         "Free-Standing Appreciation Right" means an Appreciation Right
            granted pursuant to Section 5 of this Plan that is not granted in
            tandem with an Option Right.

      (m)         "Evidence of Award" means an agreement, certificate,
            resolution or other type or form of writing or other evidence
            approved by the Board that sets forth the terms and conditions of
            the Award granted. An Evidence of Award may be in an electronic
            medium, may be limited to notation on the books and records of the
            Company and, with the approval of the Board, need not be signed by a
            representative of the Company or a Participant.

      (n)         "Incentive Stock Options" means Option Rights that are
            intended to qualify as "incentive stock options" under Section 422
            of the Code or any successor provision.

      (o)         "Management Objectives" means the measurable performance
            objective or objectives established pursuant to this Plan for
            Participants who have received grants of Performance Shares or
            Performance Units or, when so determined by the Board, Option
            Rights, Appreciation Rights, Restricted Shares and dividend credits
            pursuant to this Plan. Management Objectives may be described in
            terms of Company-wide objectives or objectives that are related to
            the performance of the individual Participant or of the Subsidiary,
            division, department, region or function within the Company or
            Subsidiary in which the Participant is employed. The Management
            Objectives may be made relative to the performance of other
            corporations. If the Board determines that a change in the business,
            operations, corporate structure or capital structure of the Company,
            or the manner in which it conducts its business, or other events or
            circumstances render the Management Objectives unsuitable, the Board
            may in its discretion modify such Management Objectives or the
            related minimum acceptable level of achievement, in whole or in
            part, as the Board deems appropriate and equitable.

      (p)         "Market Value per Share" means, as of any particular date, the
            fair market value of the shares of Common Stock as determined by the
            Board.

      (q)         "Non-Employee Director" means a director who is not an
            employee of the Company or any Subsidiary.

      (r)         "Optionee" means the Participant named in an agreement
            evidencing an outstanding Option Right.

      (s)         "Option Price" means the purchase price payable on exercise of
            an Option Right.

      (t)         "Option Right" means the right to purchase shares of Common
            Stock upon exercise of an option granted pursuant to Section 4 of
            this Plan.

      (u)         "Participant" means a person who is selected by the Board to
            receive benefits under this Plan and who is at the time an officer
            or other employee of the Company or any one or more of its
            Subsidiaries, or who has agreed to commence serving in any of such
            capacities within 90 days of the Date of Grant, and shall also
            include each Non-Employee Director or consultant who receives an
            Award; provided that with respect to a consultant, (i) such
            individual must be a natural person, (ii) such individual must
            provide bona fide services to the Company or a Subsidiary, and (iii)
            such services may not be in connection with the offer or sale

                                      -2-

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            of securities in a capital-raising transaction and may not directly
            or indirectly promote or maintain a market for the Company's
            securities.

      (v)         "Performance Period" means, in respect of a Performance Share
            or Performance Unit, a period of time established pursuant to
            Section 8 of this Plan within which the Management Objectives
            relating to such Performance Share or Performance Unit are to be
            achieved.

      (w)         "Performance Share" means a bookkeeping entry that records the
            equivalent of one share of Common Stock awarded pursuant to Section
            8 of this Plan.

      (x)         "Performance Unit" means a bookkeeping entry that records a
            unit equivalent to $1.00 awarded pursuant to Section 8 of this Plan.

      (y)         "Plan" means this International Coal Group, Inc. 2005 Equity
            and Performance Incentive Plan.

      (z)         "Restriction Period" means the period of time during which
            Restricted Share Units are subject to deferral limitations under
            Section 7 of this Plan.

      (aa)        "Restricted Shares" means shares of Common Stock granted or
            sold pursuant to Section 6 of this Plan as to which neither the
            substantial risk of forfeiture nor the prohibition on transfers
            referred to in such Section 6 has expired.

      (bb)        "Restricted Share Units" means an Award made pursuant to
            Section 7 of this Plan of the right to receive shares of Common
            Stock at the end of a specified Restriction Period.

      (cc)        "Spread" means the excess of the Market Value per Share on the
            date when an Appreciation Right is exercised over the Base Price
            provided for in the Appreciation Right.

      (dd)        "Subsidiary" means a corporation, company or other entity (i)
            more than 50% of whose outstanding shares or securities
            (representing the right to vote for the election of directors or
            other managing authority) are, or (ii) which does not have
            outstanding shares or securities (as may be the case in a
            partnership, limited liability company, joint venture or
            unincorporated association), but more than 50% of whose ownership
            interest representing the right generally to make decisions for such
            other entity is, now or hereafter, owned or controlled, directly or
            indirectly, by the Company, except that for purposes of determining
            whether any person may be a Participant for purposes of any grant of
            Incentive Stock Options, "Subsidiary" means any corporation in which
            at the time the Company owns or controls, directly or indirectly,
            more than 50% of the total combined Voting Power represented by all
            classes of stock issued by such corporation.

      (ee)        "Tandem Appreciation Right" means an Appreciation Right
            granted pursuant to Section 5 of this Plan that is granted in tandem
            with an Option Right.

                                      -3-

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      (ff)        "Ten Percent Employee" means an employee of the Company or any
            of its Subsidiaries who owns Common Stock possessing more than 10%
            of the total combined Voting Power of all classes of stock of the
            Company.

      (gg)        "Voting Power" means at any time the total votes relating to
            the then-outstanding securities entitled to vote generally in the
            election of Directors.

3.          SHARES AVAILABLE UNDER THIS PLAN. (a) Subject to adjustment as
      provided in Section 3(b) and Section 11 of this Plan, the number of shares
      of Common Stock that may be issued or transferred (i) upon the exercise of
      Option Rights or Appreciation Rights, (ii) as Restricted Shares and
      released from substantial risks of forfeiture thereof, (iii) as Restricted
      Share Units, (iv) in payment of Performance Shares or Performance Units
      that have been earned, (v) as Awards to Non-Employee Directors or (vi) in
      payment of dividend equivalents paid with respect to Awards made under
      this Plan shall not exceed in the aggregate 8,000,000 shares of Common
      Stock, plus any shares described in Section 3(b). Such shares may be
      shares of original issuance or treasury shares or a combination of the
      foregoing.

      (b)         The number of shares available in Section 3(a) above shall be
            adjusted to account for shares relating to Awards that expire, are
            forfeited or are transferred, surrendered or relinquished upon the
            payment of any Option Price by the transfer to the Company of shares
            of Common Stock or upon satisfaction of any withholding amount. Upon
            payment in cash of the benefit provided by any Award granted under
            this Plan, any shares that were covered by that Award shall again be
            available for issue or transfer hereunder.

      (c)         Notwithstanding anything in this Section 3, or elsewhere in
            this Plan, to the contrary and subject to adjustment as provided in
            Section 11 of this Plan, the aggregate number of shares of Common
            Stock actually issued or transferred by the Company upon the
            exercise of Incentive Stock Options shall not exceed 8,000,000
            shares of Common Stock.

4.          OPTION RIGHTS. The Board may, from time to time and upon such terms
      and conditions as it may determine, authorize the granting to Participants
      of Option Rights.

      Each such grant may utilize any or all of the authorizations, and shall be
      subject to all of the requirements contained in the following provisions:

      (a)         each grant shall specify the number of shares of Common Stock
            to which it pertains subject to the limitations set forth in Section
            3 of this Plan;

      (b)         each grant shall specify an Option Price per share. The Option
            Price of an Incentive Stock Option may not be less than 100% of the
            Market Value per Share on the Date of Grant, except that with
            respect to Incentive Stock Options issued to a Ten Percent Employee,
            the Option Price of an Incentive Stock Option may not be less than
            110% of the Market Value per Share on the Date of Grant;

      (c)         each grant shall specify whether the Option Price shall be
            payable (i) in cash or by check acceptable to the Company, (ii) by
            the actual or constructive transfer to the Company of shares of
            Common Stock owned by the Optionee for at least six (6) months (or
            other consideration authorized pursuant to Section 4(d)) having a
            value at the time of exercise
                                      -4-

<PAGE>

            equal to the total Option Price, (iii) by a combination of such
            methods of payment, or (iv) in such other form of consideration as
            is deemed acceptable by the Board;

      (d)         to the extent permitted by law, any grant may provide for
            deferred payment of the Option Price from the proceeds of sale
            through a broker on a date satisfactory to the Company of some or
            all of the Common Shares to which such exercise relates;

      (e)         successive grants may be made to the same Participant whether
            or not any Option Rights previously granted to such Participant
            remain unexercised;

      (f)         each grant shall specify the period or periods of continuous
            service by the Optionee with the Company or any Subsidiary, if any,
            that is necessary before the Option Rights or installments thereof
            will become exercisable and may provide for the earlier exercise of
            such Option Rights in the event of a Change of Control;

      (g)         any grant of Option Rights may specify Management Objectives
            that must be achieved as a condition to the exercise of such rights;

      (h)         Option Rights granted under this Plan may be (i) options,
            including, without limitation, Incentive Stock Options, that are
            intended to qualify under particular provisions of the Code, (ii)
            options that are not intended so to qualify, or (iii) combinations
            of the foregoing. Incentive Stock Options may only be granted to
            Participants who meet the definition of "employees" under Section
            3401(c) of the Code;

      (i)         the Board may, at or after the Date of Grant of any Option
            Rights (other than Incentive Stock Options), provide for the payment
            of dividend equivalents to the Optionee on either a current or
            deferred or contingent basis;

      (j)         in the event of the termination of service of a holder of any
            such Option Rights, the then outstanding Options Rights of such
            holder shall be exercisable in accordance with the terms and
            provisions of the agreement executed by the Participant and the
            Company evidencing the grant of such Option Rights;

      (k)         the exercise of an Option Right shall result in the
            cancellation on a share-for-share basis of any Tandem Appreciation
            Right authorized under Section 5 of this Plan;

      (l)         no Option Right shall be exercisable more than 10 years from
            the Date of Grant (five years with respect to Incentive Stock
            Options granted to a Ten Percent Employee);

      (m)         the Board reserves the discretion after the Date of Grant to
            provide for (i) the payment of a cash bonus at the time of exercise;
            (ii) the availability of a loan at exercise; or (iii) the right to
            tender in satisfaction of the Option Price nonforfeitable,
            unrestricted Common Shares, which are already owned by the Optionee
            and have a value at the time of exercise that is equal to the Option
            Price; and

      (n)         each grant of Option Rights shall be evidenced by an Evidence
            of Award and shall contain such terms and provisions, consistent
            with this Plan, as the Board may approve.

                                      -5-

<PAGE>

5.          APPRECIATION RIGHTS. (a) The Board may authorize the granting (i) to
      any Optionee, of Tandem Appreciation Rights in respect of Option Rights
      granted hereunder, and (ii) to any Participant, of Free-Standing
      Appreciation Rights. A Tandem Appreciation Right shall be a right of the
      Optionee, exercisable by surrender of the related Option Right, to receive
      from the Company an amount determined by the Board, which shall be
      expressed as a percentage of the Spread (not exceeding 100%) at the time
      of exercise. Tandem Appreciation Rights may be granted at any time prior
      to the exercise or termination of the related Option Rights; provided,
      however, that a Tandem Appreciation Right awarded in relation to an
      Incentive Stock Option must be granted concurrently with such Incentive
      Stock Option. A Free-Standing Appreciation Right shall be a right of the
      Participant to receive from the Company an amount determined by the Board,
      which shall be expressed as a percentage of the Spread (not exceeding
      100%) at the time of exercise.

      (b)         Each grant of Appreciation Rights may utilize any or all of
            the authorizations, and shall be subject to all of the requirements,
            contained in the following provisions:

            (i)         any grant may specify that the amount payable on
                  exercise of an Appreciation Right may be paid by the Company
                  in cash, in shares of Common Stock or in any combination
                  thereof and may either grant to the Participant or retain in
                  the Board the right to elect among those alternatives;

            (ii)        any grant may specify that the amount payable on
                  exercise of an Appreciation Right may not exceed a maximum
                  specified by the Board at the Date of Grant;

            (iii)       any grant may specify waiting periods before exercise
                  and permissible exercise dates or periods;

            (iv)        any grant may specify that such Appreciation Right may
                  be exercised only in the event of, or earlier in the event of,
                  a Change of Control;

            (v)         any grant may provide for the payment to the Participant
                  of dividend equivalents thereon in cash or shares of Common
                  Stock on a current, deferred or contingent basis;

            (vi)        any grant of Appreciation Rights may specify Management
                  Objectives that must be achieved as a condition of the
                  exercise of such Appreciation Rights; and

            (vii)       each grant of Appreciation Rights shall be evidenced by
                  an Evidence of Award, which Evidence of Award shall describe
                  such Appreciation Rights, identify the related Option Rights
                  (if applicable), and contain such other terms and provisions,
                  consistent with this Plan, as the Board may approve.

      (c)         Any grant of Tandem Appreciation Rights shall provide that
            such Tandem Appreciation Rights may be exercised only at a time when
            the related Option Right is also exercisable and at a time when the
            Spread is positive, and by surrender of the related Option Right for
            cancellation.

                                      -6-

<PAGE>

      (d)         Regarding Free-Standing Appreciation Rights only:

            (i)         each grant shall specify in respect of each
                  Free-Standing Appreciation Right a Base Price, which shall be
                  equal to or greater or less than the Market Value per Share on
                  the Date of Grant;

            (ii)        successive grants may be made to the same Participant
                  regardless of whether any Free-Standing Appreciation Rights
                  previously granted to the Participant remain unexercised; and

            (iii)       no Free-Standing Appreciation Right granted under this
                  Plan may be exercised more than 10 years from the Date of
                  Grant.

6.          RESTRICTED SHARES. The Board may also authorize the grant or sale of
      Restricted Shares to Participants. Each such grant or sale may utilize any
      or all of the authorizations, and shall be subject to all of the
      requirements, contained in the following provisions:

      (a)         each such grant or sale shall constitute an immediate transfer
            of the ownership of shares of Common Stock to the Participant in
            consideration of the performance of services, entitling such
            Participant to voting, dividend and other ownership rights, but
            subject to any risk of forfeiture and restrictions on transfer
            hereinafter referred to;

      (b)         each such grant or sale may be made without additional
            consideration or in consideration of a payment by such Participant
            that is less than Market Value per Share at the Date of Grant;

      (c)         each such grant or sale shall provide that the Restricted
            Shares covered by such grant or sale shall be subject to a "risk of
            forfeiture" for a period to be determined by the Board at the Date
            of Grant; provided, however, that the Board at the Date of Grant may
            determine that a portion of the shares of Common Shares covered by
            an award shall be immediately vested upon grant;

      (d)         any grant or sale of Restricted Shares may provide for the
            lapse of any risk of forfeiture in the event of a Change of Control;

      (e)         each grant or sale shall provide that during the period for
            which such risk of forfeiture is to continue, the transferability of
            the Restricted Shares shall be prohibited or restricted in the
            manner and to the extent prescribed by the Board at the Date of
            Grant (which restrictions may include, without limitation, rights of
            repurchase or first refusal in the Company or provisions subjecting
            the Restricted Shares to a continuing substantial risk of forfeiture
            in the hands of any transferee);

      (f)         any grant or sale of Restricted Shares may specify Management
            Objectives that, if achieved, will result in termination or early
            termination of the restrictions applicable to such shares. Each
            grant may specify in respect of such Management Objectives a minimum
            acceptable level of achievement and may set forth a formula for
            determining the number of Restricted Shares on which restrictions
            will terminate if performance is at or above the minimum level, but
            falls short of full achievement of the specified Management
            Objectives;

                                      -7-

<PAGE>

      (g)         any grant or sale of Restricted Shares may require that any or
            all dividends or other distributions paid thereon during the period
            of such restrictions be automatically deferred and reinvested in
            additional Restricted Shares, which may be subject to the same
            restrictions as the underlying Award; and

      (h)         each grant or sale of Restricted Shares shall be evidenced by
            an Evidence of Award and shall contain such terms and provisions,
            consistent with this Plan, as the Board may approve. Unless
            otherwise directed by the Board, any certificates representing
            Restricted Shares shall be held in custody by the Company until all
            restrictions thereon shall have lapsed, together with a stock power
            or powers executed by the Participant in whose name such
            certificates are registered, endorsed in blank and covering such
            shares.

7.          RESTRICTED SHARE UNITS. The Board may also authorize the granting or
      sale of Restricted Share Units to Participants. Each such grant or sale
      may utilize any or all of the authorizations, and shall be subject to all
      of the requirements, contained in the following provisions:

      (a)         each such grant or sale shall constitute the agreement by the
            Company to deliver shares of Common Stock to the Participant in the
            future in consideration of the performance of services, but subject
            to the fulfillment of such conditions during the Restriction Period
            as the Board may specify;

      (b)         each such grant or sale may be made without additional
            consideration or in consideration of a payment by such Participant
            that is less than the Market Value per Share at the Date of Grant;

      (c)         each such grant or sale shall be subject to a Restriction
            Period, as determined by the Board at the Date of Grant, and may
            provide for the lapse or other modification of such Restriction
            Period in the event of a Change of Control;

      (d)         during the Restriction Period, the Participant shall have no
            right to transfer any rights under his or her Award and shall have
            no rights of ownership in the Restricted Share Units and shall have
            no right to vote them, but the Board may, at or after the Date of
            Grant, authorize the payment of dividend equivalents on the shares
            underlying such units on either a current or deferred or contingent
            basis, either in cash or in additional shares of Common Stock; and

      (e)         each grant or sale of Restricted Share Units shall be
            evidenced by an Evidence of Award and shall contain such terms and
            provisions, consistent with this Plan, as the Board may approve.

8.          PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also
      authorize the granting of Performance Shares and Performance Units that
      will become payable to a Participant upon achievement of specified
      Management Objectives. Each such grant may utilize any or all of the
      authorizations, and shall be subject to all of the requirements, contained
      in the following provisions:

                                      -8-

<PAGE>

      (a)         each grant shall specify the number of Performance Shares or
            Performance Units to which it pertains, which number may be subject
            to adjustment to reflect changes in compensation or other factors;

      (b)         the Performance Period with respect to each Performance Share
            or Performance Unit shall be such period of time as shall be
            determined by the Board on the Date of Grant;

      (c)         any grant of Performance Shares or Performance Units shall
            specify Management Objectives which, if achieved, will result in
            payment or early payment of the Award, and each grant may specify in
            respect of such specified Management Objectives a minimum acceptable
            level of achievement and shall set forth a formula for determining
            the number of Performance Shares or Performance Units that will be
            earned if performance is at or above the minimum level, but falls
            short of full achievement of the specified Management Objectives;

      (d)         each grant shall specify the time and manner of payment of
            Performance Shares or Performance Units that have been earned. Any
            grant may specify that the amount payable with respect thereto may
            be paid by the Company in cash, in shares of Common Stock or in any
            combination thereof and may either grant to the Participant or
            retain in the Board the right to elect among those alternatives;

      (e)         any grant of Performance Shares may specify that the amount
            payable with respect thereto may not exceed a maximum specified by
            the Board at the Date of Grant. Any grant of Performance Units may
            specify that the amount payable or the number of shares of Common
            Stock issued with respect thereto may not exceed maximums specified
            by the Board at the Date of Grant;

      (f)         the Board may, at or after the Date of Grant of Performance
            Shares, provide for the payment of dividend equivalents to the
            holder thereof on either a current or deferred or contingent basis,
            either in cash or in additional shares of Common Stock; and

      (g)         each grant of Performance Shares or Performance Units shall be
            evidenced by an Evidence of Award and shall contain such other terms
            and provisions, consistent with this Plan, as the Board may approve.

9.          AWARDS TO NON-EMPLOYEE DIRECTORS. The Board may, from time to time
      and upon such terms and conditions as it may determine, authorize the
      granting to Non-Employee Directors of Option Rights and may also authorize
      the grant or sale of Restricted Shares or Restricted Stock Units to
      Non-Employee Directors.

      (a)         Each grant of Option Rights awarded pursuant to this Section 9
            shall be upon terms and conditions consistent with Section 4 of this
            Plan. Unless otherwise determined by the Board, such Option Rights
            shall be subject to the following additional terms and conditions:

            (i)         if a Non-Employee Director subsequently becomes an
                  employee of the Company or a Subsidiary while remaining a
                  member of the Board, any Option Rights held

                                      -9-

<PAGE>
                  under this Plan by such individual at the time of such
                  commencement of employment shall not be affected thereby; and

            (ii)        Option Rights may be exercised by a Non-Employee
                  Director only upon payment to the Company in full of the
                  Option Price of the shares of Common Stock to be delivered,
                  which shall be made in cash or in shares of Common Stock then
                  owned by the Non-Employee Director for at least six (6)
                  months, or in a combination of cash and such shares of Common
                  Stock.

      (b)         Each grant or sale of Restricted Shares or Restricted Stock
            Units pursuant to this Section 9 shall be upon terms and conditions
            consistent with Section 6 or Section 7, as the case may be, of this
            Plan.

      (c)         Non-employee Directors, pursuant to this Section 9, may be
            awarded, or may be permitted to elect to receive pursuant to
            procedures established by the Board, all or any portion of their
            annual retainer, meeting fees or other fees in Common Stock in lieu
            of cash.

10.         TRANSFERABILITY. (a) Except as otherwise determined by the Board, no
      Option Right, Appreciation Right or other derivative security granted
      under this Plan shall be transferable by a Participant other than by will
      or the laws of descent and distribution or, except with respect to an
      Incentive Stock Option, pursuant to a domestic relations order (within the
      meaning of Rule 16a-12 promulgated under the Exchange Act). Except as
      otherwise determined by the Board, Option Rights and Appreciation Rights
      shall be exercisable during the Optionee's lifetime only by him or her or
      by his or her guardian or legal representative.

      (b)         The Board may specify at the Date of Grant that part or all of
            the shares of Common Stock that are (i) to be issued or transferred
            by the Company upon the exercise of Option Rights or Appreciation
            Rights, upon the termination of the Restriction Period applicable to
            Restricted Share Units or upon payment under any grant of
            Performance Shares or Performance Units or (ii) no longer subject to
            the risk of forfeiture and restrictions on transfer referred to in
            Sections 6 and 7 of this Plan, shall be subject to further
            restrictions on transfer.

11.         ADJUSTMENTS. (a) The Board may make or provide for such adjustments
      in the numbers of shares of Common Stock covered by outstanding Awards
      granted hereunder, in the Option Price and Base Price provided in
      outstanding Appreciation Rights, and in the kind of shares covered
      thereby, as the Board, in its sole discretion, exercised in good faith,
      may determine is equitably required to prevent dilution or enlargement of
      the rights of Participants that otherwise would result from (i) any stock
      dividend, stock split, combination of shares, recapitalization or other
      change in the capital structure of the Company, or (ii) any merger,
      consolidation, spin-off, split-off, spin-out, split-up, reorganization,
      partial or complete liquidation or other distribution of assets, issuance
      of rights or warrants to purchase securities, or (iii) any other corporate
      transaction or event having an effect similar to any of the foregoing.

      (b)         Moreover, in the event of any such transaction or event or in
            the event of a Change of Control, in its discretion, may provide in
            substitution for any or all outstanding Awards under this Plan such
            alternative consideration as it, in good faith, may determine to be
            equitable in the circumstances and may require in connection
            therewith the surrender of all

                                      -11-

<PAGE>
            Awards so replaced. The Board may also make or provide for such
            adjustments in the number of shares specified in Section 3 of this
            Plan as the Board in its sole discretion, exercised in good faith,
            may determine is appropriate to reflect any transaction or event
            described in this Section 11; provided, however, that any such
            adjustment to the number specified in Section 3(c) shall be made
            only if and to the extent that such adjustment would not cause any
            Option intended to qualify as an Incentive Stock Option to fail so
            to qualify.

12.         CHANGE OF CONTROL. For purposes of this Plan, except as may be
      otherwise prescribed by the Board in an agreement evidencing a grant made
      under this Plan, a "Change of Control" shall mean if at any time any of
      the following events shall have occurred:

      (a)         the Company is merged or consolidated or reorganized into or
            with another corporation or other legal person, and as a result of
            such merger, consolidation or reorganization less than a majority of
            the combined voting power of the then outstanding securities of such
            corporation or person immediately after such transaction are held in
            the aggregate by the holders of shares of Common Stock outstanding
            immediately prior to such transaction.

      (b)         the Company sells or otherwise transfers all or substantially
            all of its assets to any other corporation (other than a Subsidiary)
            or other legal person, and less than a majority of the combined
            voting power of the then outstanding securities of such corporation
            or person immediately after such sale or transfer is held in the
            aggregate by the holders of shares of Common Stock outstanding
            immediately prior to such sale or transfer;

      (c)         if, at any time after any public offering of any of the
            Company's equity securities, any "person" (as such term is used in
            Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a
            "beneficial owner"(as such term is defined in Rule 13d 3 promulgated
            under the Exchange Act) (other than the Company, any trustee or
            other fiduciary holding securities under an employee benefit plan of
            the Company, or any corporation owned, directly or indirectly, by
            the stockholders of the Company in substantially the same
            proportions as their ownership of stock of the Company), directly or
            indirectly, of securities of the Company representing more than 50%
            of the combined voting power of the Company's then outstanding
            securities; or

      (d)         the stockholders of the Company approve a plan of complete
            liquidation or dissolution of the Company.

13.         FRACTIONAL SHARES. The Company shall not be required to issue any
      fractional shares of Common Stock pursuant to this Plan. The Board may
      provide for the elimination of fractions or for the settlement of
      fractions in cash.

14.         WITHHOLDING TAXES. To the extent that the Company is required to
      withhold federal, state, local or foreign taxes in connection with any
      payment made or benefit realized by a Participant or other person under
      this Plan, and the amounts available to the Company for such withholding
      are insufficient, it shall be a condition to the receipt of such payment
      or the realization of such benefit that the Participant or such other
      person make arrangements satisfactory to the Company for payment of the
      balance of such taxes required to be withheld, which arrangements may
      include relinquishment of a portion of such benefit.
                                      -12-

<PAGE>

15.         FOREIGN EMPLOYEES. In order to facilitate the making of any grant or
      combination of grants under this Plan, the Board may provide for such
      special terms for Awards to Participants who are foreign nationals or who
      are employed by the Company or any Subsidiary outside of the United States
      of America as the Board may consider necessary or appropriate to
      accommodate differences in local law, tax policy or custom. Moreover, the
      Board may approve such supplements to or amendments, restatements or
      alternative versions of this Plan as it may consider necessary or
      appropriate for such purposes, without thereby affecting the terms of this
      Plan as in effect for any other purpose, and the secretary or other
      appropriate officer of the Company may certify any such document as having
      been approved and adopted in the same manner as this Plan. No such special
      terms, supplements, amendments or restatements, however, shall include any
      provisions that are inconsistent with the terms of this Plan as then in
      effect unless this Plan could have been amended to eliminate such
      inconsistency without further approval by the stockholders of the Company.

16.         ADMINISTRATION OF THIS PLAN. (a) This Plan shall be administered by
      the Board, which may from time to time delegate all or any part of its
      authority under this Plan to a committee of the Board (or subcommittee
      thereof) consisting of not less than two Directors appointed by the Board.
      A majority of the committee (or subcommittee) shall constitute a quorum,
      and the action of the members of the committee (or subcommittee) present
      at any meeting at which a quorum is present, or acts unanimously approved
      in writing, shall be the acts of the committee (or subcommittee). To the
      extent of any such delegation, references in this Plan to the Board shall
      be deemed to be references to any such committee or subcommittee.

      (b)         The interpretation and construction by the Board of any
            provision of this Plan or of any agreement, notification or document
            evidencing the grant of an Award and any determination by the Board
            pursuant to any provision of this Plan or of any such agreement,
            notification or document shall be final and conclusive. No member of
            the Board shall be liable for any such action or determination made
            in good faith.

17.         AMENDMENTS, ETC. (a) The Board may at any time and from time to time
      amend this Plan in whole or in part; provided, however, that any amendment
      which must be approved by the stockholders of the Company in order to
      comply with applicable law shall not be effective unless and until such
      approval has been obtained. Presentation of this Plan or any amendment
      hereof for stockholder approval shall not be construed to limit the
      Company's authority to offer similar or dissimilar benefits under other
      plans without stockholder approval.

      (b)         Except in the case of shares of Common Stock to be issued upon
            the exercise of Option Rights or Appreciation Rights, the Board also
            may permit Participants to elect to defer the issuance of shares of
            Common Stock or the settlement of Awards in cash under this Plan
            pursuant to such rules, procedures or programs as it may establish
            for purposes of this Plan. The Board also may provide that
            deferred issuances and settlements include the payment or crediting
            of dividend equivalents or interest on the deferred amounts.

      (c)         The Board may condition the grant of any Award or combination
            of Awards authorized under this Plan on the surrender or deferral by
            the Participant of his or her right to receive a cash bonus or other
            compensation otherwise payable by the Company or a Subsidiary to the
            Participant.

                                      -13-

<PAGE>

      (d)         If permitted by Section 409A of the Code, in case of
            termination of employment or, if the Participant is a Non-Employee
            Director, termination of service on the Board by reason of death,
            disability or normal or early retirement, or in the case of
            unforeseeable emergency or other special circumstances, of a
            Participant who holds an Option Right or Appreciation Right not
            immediately exercisable in full, or any Restricted Shares as to
            which the risk of forfeiture or the prohibition or restriction on
            transfer has not lapsed, or any Restricted Share Units as to which
            the Restriction Period has not been completed, or any Performance
            Shares or Performance Units which have not been fully earned, or who
            holds shares of Common Stock subject to any transfer restriction
            imposed pursuant to Section 10(b) of this Plan, the Board may, in
            its sole discretion, accelerate the time at which such Option Right
            or Appreciation Right may be exercised or the time at which such
            risk of forfeiture or prohibition or restriction on transfer will
            lapse or the time when such Restriction Period will end or the time
            at which such Performance Shares or Performance Units will be deemed
            to have been fully earned or the time when such transfer restriction
            will terminate or may waive any other limitation or requirement
            under any such Award.

      (e)         As an element or supplement to any award granted under the
            Plan, the Board may also make a cash payment, including tax offset
            cash payment to assist Participants in paying taxing incurred as a
            result of participation in the Plan, on such terms and conditions as
            determined by the Board.

      (f)         This Plan shall not confer upon any Participant any right with
            respect to continuance of employment or other service with the
            Company or any Subsidiary, nor shall it interfere in any way with
            any right the Company or any Subsidiary would otherwise have to
            terminate such Participant's employment or other service at any
            time.

      (g)         To the extent that any provision of this Plan would prevent
            any Option Right that was intended to qualify as an Incentive Stock
            Option from qualifying as such, that provision shall be null and
            void with respect to such Option Right. Such provision, however,
            shall remain in effect for other Option Rights and there shall be no
            further effect on any provision of this Plan.

      (h)         Any grant or sale, as applicable, of an Award may require, as
            a condition to the exercise, grant or sale thereof, that the
            Participant agree to be bound by a repurchase right or right of
            first refusal in favor of the Company upon the occurrences of
            certain specified events.

      (i)         Any grant or sale, as applicable, of an Award may require, as
            a condition to the exercise, grant or sale thereof, that the
            Participant agree to be bound by (i) any stockholders agreement
            among all or certain stockholders of the Company that may be in
            effect at the time of exercise, grant or sale or certain provisions
            of any such agreement that may be specified by the Company or (ii)
            any other agreement requested by the Company.

18.         TERMINATION. (a) No grant shall be made under this Plan more than 10
      years after the date on which this Plan is first adopted by the Board, but
      all grants made on or prior to such date shall continue in effect
      thereafter subject to the terms thereof and of this Plan.

                                      -14-

<PAGE>

      (b)         This Plan may be wholly or partially suspended or terminated
            at any time or from time to time by the Board. Except as expressly
            permitted by the terms of this Plan, neither the suspension nor
            termination of this Plan shall, without the consent of the
            Participant alter or impair any rights or obligations under any
            grant theretofore granted. No grant may be made during any period of
            suspension or after termination of this Plan.

19.         COMPLIANCE WITH SECTION 409A OF THE CODE. To the extent applicable,
      it is intended that this Plan and any grants made hereunder comply with
      the provisions of Section 409A of the Code. The Plan and any grants made
      hereunder shall be administrated in a manner consistent with this intent,
      and any provision that would cause the Plan or any grant made hereunder to
      fail to satisfy Section 409A of the Code shall have no force and effect
      until amended to comply with Section 409A of the Code (which amendment may
      be retroactive to the extent permitted by Section 409A of the Code and may
      be made by the Company without the consent of participants).

20.         GOVERNING LAW. This Plan shall be governed by the laws of the State
      of Delaware.

                                      -15-

Source: OneCLE Business Contracts.