MANHATTAN ASSOCIATES, INC.

                              STOCK INCENTIVE PLAN


                                   SECTION 1.
                                    PURPOSE

     The purpose of this Plan is to promote the interests of the Company by
providing the opportunity to purchase Shares or to receive compensation which is
based upon appreciation in the value of Shares to Employees and Key Persons in
order to attract and retain Employees and Key Persons by providing an incentive
to work to increase the value of Shares and a stake in the future of the Company
which corresponds to the stake of each of the Company's shareholders.  The Plan
provides for the grant of Incentive Stock Options, Non-Qualified Stock Options,
Restricted Stock Awards and Stock Appreciation Rights to aid the Company in
obtaining these goals.


                                   SECTION 2.
                                  DEFINITIONS

     Each term set forth in this Section shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular, and reference to one gender shall include the other gender.

     2.1  BOARD means the Board of Directors of the Company.

     2.2  CODE means the Internal Revenue Code of 1986, as amended.

     2.3  COMMITTEE means the committee described in Section 5 hereof.

     2.4  COMMON STOCK means the $.01 par value per share of common stock of the
Company.

     2.5  COMPANY means Manhattan Associates, Inc., a Georgia corporation, and
any successor to such organization.

     2.6  EMPLOYEE means an employee of the Company, a Subsidiary or a Parent.

     2.7  EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

     2.8  EXERCISE PRICE means the price which shall be paid to purchase one (1)
Share upon the exercise of an Option granted under this Plan.

     2.9  Fair Market Value of each Share on any date means the price determined
below on the last business day immediately preceding the date of valuation:

          (a) The closing sales price per Share, regular way, or in the absence
thereof the mean of the last reported bid and asked quotations, on such date on
the exchange having the greatest volume of trading in the Shares during the
thirty-day period preceding such date (or if such exchange was not open for
trading on such date, the next preceding date on which it was open); or
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          (b) If there is no price as specified in (a), the final reported sales
price per Share, or if not reported, the mean of the closing high bid and low
asked prices in the over-the-counter market for the Shares as reported by the
National Association of Securities Dealers Automatic Quotation System, or if not
so reported, then as reported by the National Quotation Bureau Incorporated, or
if such organization is not in existence, by an organization providing similar
services, on such date (or if such date is not a date for which such system or
organization generally provides reports, then on the next preceding date for
which it does so); or

          (c) If there also is no price as specified in (b), the price per Share
determined by the Board by reference to bid-and-asked quotations for the Shares
provided by members of an association of brokers and dealers registered pursuant
to Subsection 15(b) of the Exchange Act, which members make a market in the
Shares, for such recent dates as the Board shall determine to be appropriate for
fairly determining current market value; or

          (d) If there also is no price as specified in (c), an amount per Share
determined in good faith by the Board based on such relevant facts, which may
include opinions of independent experts, as may be available to the Board.

     2.10  ISO means an option granted under this Plan to purchase Shares which
is intended by the Company to satisfy the requirements of Code Section 422 as an
incentive stock option.

     2.11  KEY PERSON means (i) a member of the Board who is not an Employee,
(ii) a consultant, distributor or other person who has rendered valuable
services to the Company, a Subsidiary or a Parent, (iii) a person who has
incurred, or is willing to incur, financial risk in the form of guaranteeing or
acting as co-obligor with respect to debts or other obligations of the Company,
or (iv) a person who has extended credit to the Company.  Key Persons are not
limited to individuals and, subject to the preceding definition, may include
corporations, partnerships, associations and other entities.

     2.12  NON-ISO means an option granted under this Plan to purchase Shares
which is not intended by the Company to satisfy the requirements of Code Section
422.

     2.13  OPTION means an ISO or a Non-ISO.

     2.14  PARENT means any corporation which is a parent of the Company (within
the meaning of Code Section 424).

     2.15  PARTICIPANT means an individual who receives a Stock Incentive
hereunder.

     2.16  PLAN means the Manhattan Associates, Inc. Stock Incentive Plan, as
amended from time to time.

     2.17  SHARE means a share of the Common Stock of the Company.

     2.18  STOCK INCENTIVE means an ISO, a Non-ISO, a Restricted Stock Award or
a Stock Appreciation Right.

     2.19  STOCK INCENTIVE AGREEMENT means an agreement between the Company and
a Participant evidencing an award of a Stock Incentive.

     2.20  SUBSIDIARY means any corporation which is a subsidiary of the Company
(within the meaning of Code Section 424(f)).

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<PAGE>
 
     2.21  SURRENDERED SHARES means the Shares described in Section 8.2 which
(in lieu of being purchased) are surrendered for cash or Shares, or for a
combination of cash and Shares, in accordance with Section 8.

     2.22  TEN PERCENT SHAREHOLDER means a person who owns (after taking into
account the attribution rules of Code Section 424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of either the
Company, a Subsidiary or a Parent.


                                   SECTION 3.
                       SHARES SUBJECT TO STOCK INCENTIVES

     The total number of Shares that may be issued pursuant to Stock Incentives
under this Plan shall not exceed five million (5,000,000), as adjusted pursuant
to Section 11, less the number of Shares subject to options issued under the
Manhattan Associates, LLC Option Plan.  Such Shares shall be reserved, to the
extent that the Company deems appropriate, from authorized but unissued Shares,
and from Shares which have been reacquired by the Company.  Furthermore, any
Shares subject to a Stock Incentive which remain after the cancellation,
expiration or exchange of such Stock Incentive thereafter shall again become
available for use under this Plan, but any Surrendered Shares which remain after
the surrender of an ISO or a Non-ISO under Section 8 shall not again become
available for use under this Plan.


                                   SECTION 4.
                                 EFFECTIVE DATE

     The effective date of this Plan shall be the date it is adopted by the
Board, provided the shareholders of the Company approve this Plan within twelve
(12) months after such effective date.  If such effective date comes before such
shareholder approval, any Stock Incentives granted under this Plan before the
date of such approval automatically shall be granted subject to such approval.


                                   SECTION 5.
                                 ADMINISTRATION

     This Plan shall be administered by the Board.  The Board, acting in its
absolute discretion, shall exercise such powers and take such action as
expressly called for under this Plan.  The Board shall have the power to
interpret this Plan and, subject to Section 13 to take such other action in the
administration and operation of the Plan as it deems equitable under the
circumstances.  The Board's actions shall be binding on the Company, on each
affected Employee or Key Person, and on each other person directly or indirectly
affected by such actions.

     The Board may delegate its authority under the Plan, in whole or in part,
to a committee appointed by the Board consisting of not less than two directors
(the "Committee"), which may be the Compensation Committee of the Board, or a
subcommittee of the Compensation Committee.  The Committee (if appointed) shall
act according to the policies and procedures set forth in the Plan and to those
policies and procedures established by the Board, and the Committee shall have
such powers and responsibilities as are set forth by the Board.  Reference to
the Board in this Plan shall specifically include reference to the Committee
where the Board has delegated it authority to the Committee, and any action by
the Committee pursuant to a delegation of authority by the Board shall be deemed
an action by the Board under the Plan.  Notwithstanding the above, the Board may
assume the powers and responsibilities granted to the Committee at any time, in
whole or in part.

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<PAGE>
 
                                   Section 6.
                                  ELIGIBILITY

     Except as provided below, only Employees shall be eligible for the grant of
Stock Incentives under this Plan, but no Employee shall have the right to be
granted a Stock Incentive under this Plan merely as a result of his or her
status as an Employee. Key Persons may be eligible, subject to written approval
by the Board, for the grant of Stock Incentives under this Plan, but only if the
Key Person has provided valuable services to the Company, a Subsidiary or a
Parent, and only if the Stock Incentive is not an ISO.


                                   SECTION 7
                           TERMS OF STOCK INCENTIVES

  7.1  TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

(a)  The Committee, in its absolute discretion, shall grant Stock Incentives
     under this Plan from time to time and shall have the right to grant new
     Stock Incentives in exchange for outstanding Stock Incentives. Stock
     Incentives shall be granted to Employees or Key Persons selected by the
     Committee, and the Committee shall be under no obligation whatsoever to
     grant Stock Incentives to all Employees or Key Persons, or to grant all
     Stock Incentives subject to the same terms and conditions.  Each grant of a
     Stock Incentive shall be evidenced by a Stock Incentive Agreement.:

(b)  The number of Shares as to which a Stock Incentive shall be granted shall
     be determined by the Committee in its sole discretion, subject to the
     provisions of Section 3 as to the total number of shares available for
     grants under the Plan.

(c)  Each Stock Incentive shall be evidenced by a Stock Incentive Agreement
     executed by the Company and the Participant, which shall be in such form
     and contain such terms and conditions as the Committee in its discretion
     may, subject to the provisions of the Plan, from time to time determine.

(d)  The date a Stock Incentive is granted shall be the date on which the
     Committee has approved the terms and conditions of the Stock Incentive
     Agreement and has determined the recipient of the Stock Incentive and the
     number of Shares covered by the Stock Incentive and has taken all such
     other action necessary to complete the grant of the Stock Incentive.

     7.2  Terms and Conditions of Options.   Each grant of an Option shall be
evidenced by a Stock Incentive Agreement which shall:

          (I)  specify whether the Option is an ISO or Non-ISO; and

          (II) incorporate such other terms and conditions as the Committee,
acting in its absolute discretion, deems consistent with the terms of this Plan,
including (without limitation) a restriction on the number of Shares subject to
the Option which first become exercisable or subject to surrender during any
calendar year.

  In determining Employee(s) or Key Person(s) to whom an Option shall be granted
and the number of Shares to be covered by such Option, the Committee may take
into account the recommendations of the President of the Company and its other
officers, the duties of the Employee or Key Person, the present and potential
contributions of the Employee or Key Person to the success of the Company, the
anticipated number of years of service remaining before the attainment by the
Employee of retirement age, and other factors deemed relevant by the Committee,
in its sole discretion, in connection with accomplishing the purpose of this
Plan.  An Employee or Key Person who has been granted an Option to purchase
Shares, whether under this Plan or otherwise, may be granted one or more
additional Options.

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<PAGE>
 
  If the Committee grants an ISO and a Non-ISO to an Employee on the same date,
the right of the Employee to exercise or surrender one such Option shall not be
conditioned on his or her failure to exercise or surrender the other such
Option.


(a)  Exercise Price.   Subject to adjustment in accordance with Section 11 and
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     the other provisions of this Section, the Exercise Price shall be as set
     forth in the applicable Stock Incentive Agreement.  With respect to each
     grant of an ISO to a Participant who is not a Ten Percent Shareholder, the
     Exercise Price shall not be less than the Fair Market Value on the date the
     ISO is granted.  With respect to each grant of an ISO to a Participant who
     is a Ten Percent Shareholder, a Ten Percent Shareholder shall not be less
     than one hundred ten percent (110%) of the Fair Market Value on the date
     the ISO is granted.  If a Stock Incentive is a Non-ISO, the Exercise Price
     for each Share shall be no less than the minimum price required by
     applicable state law, or by the Company's governing instrument, or $0.01,
     whichever price is greater.

(b)  Option Term.   Each Option granted under this Plan shall be exercisable in
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     whole or in part at such time or times as set forth in the related Stock
     Incentive Agreement, but no Stock Incentive Agreement shall:

               (i) make an Option exercisable before the date such Option is
granted; or

               (ii) make an Option exercisable after the earlier of the:

                    (A)  the date such Option is exercised in full, or

                    (B) the date which is the tenth (10th) anniversary of the
date such Option is granted, if such Option is a Non-ISO or an ISO granted to a
non-Ten Percent Shareholder, or the date which is the fifth (5th) anniversary of
the date such Option is granted, if such Option is an ISO granted to a Ten
Percent Shareholder.


  A Stock Incentive Agreement may provide for the exercise of an Option after
the employment of an Employee has terminated for any reason whatsoever,
including death or disability.

(c)  Payment    for all shares of Stock purchased pursuant to exercise of
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     an Option shall be made in cash or, if the Stock Incentive Agreement
     provides, by delivery to the Company of a number of Shares which have been
     owned by the holder for at least six (6) months prior to the date of
     exercise having an aggregate Fair Market Value of not less than the product
     of the Exercise Price multiplied by the number of Shares the Participant
     intends to purchase upon exercise of the Option on the date of delivery.
     In addition, the Stock Incentive Agreement may provide for cashless
     exercise through a brokerage transaction following registration of the
     Company's equity securities under Section 12 of the Securities Exchange Act
     of 1934.  Except as provided in subparagraph (f) below, payment shall be
     made at the time that the Option or any part thereof is exercised, and no
     Shares shall be issued or delivered upon exercise of an Option until full
     payment has been made by the Participant.  The holder of an Option, as
     such, shall have none of the rights of a stockholder.

  Notwithstanding the above, and in the sole discretion of the Committee, an
Option may be exercised as to a portion or all (as determined by the Committee)
of the number of Shares specified in the Stock Incentive Agreement by delivery
to the Company of a promissory note, such promissory note to be executed by the
Participant and which shall include, with such other terms and conditions as the
Committee shall determine, provisions in a form approved by the Committee under
which:  (i) the balance of the aggregate purchase price shall be payable in
equal installments over such period and shall bear interest at such rate (which
shall not be less than the prime bank loan rate as determined by the Committee)
as the Committee shall approve, and (ii) the Participant shall be personally
liable for payment of the unpaid principal balance and all accrued but unpaid
interest.

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<PAGE>
 
(d)  Conditions to Exercise of an Option.   Each Option granted under the Plan
     -----------------------------------                                      
     shall be exercisable at such time or times, or upon the occurrence of such
     event or events, and in such amounts, as the Committee shall specify in the
     Stock Incentive Agreement; provided, however, that subsequent to the grant
     of an Option, the  Committee, at any time before complete termination of
     such Option, may accelerate the time or times at which such Option may be
     exercised in whole or in part.

(e)  Nontransferability of Options   Except as provided in subparagraph (f)
     -----------------------------                                         
     below, an Option shall not be transferable or assignable except by will or
     by the laws of descent and distribution and shall be exercisable, during
     the Participant's lifetime, only by the Participant, or in the event of the
     disability of the Participant, by the legal representative of the
     Participant.

(f)  Special Provisions for Certain Substitute Options.   Notwithstanding
     -------------------------------------------------                   
     anything to the contrary in this Section, any Option in substitution for a
     stock option previously issued by another entity, which substitution occurs
     in connection with a transaction to which Code Section 424(a) is
     applicable, may provide for an exercise price computed in accordance with
     such Code Section and the regulations thereunder and may contain such other
     terms and conditions as the Committee may prescribe to cause such
     substitute Option to contain as nearly as possible the same terms and
     conditions (including the applicable vesting and termination provisions) as
     those contained in the previously issued stock option being replaced
     thereby.

  7.3  TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.   A Stock Appreciation
Right may be granted in connection with all or any portion of a previously or
contemporaneously granted Option or not in connection with an Option.  A Stock
Appreciation Right shall entitle the Participant to receive upon exercise or
payment the excess of:   (I) the Fair Market Value of a specified number of
Shares at the time of exercise, over (II) a specified price which shall be not
less than the Exercise Price for that number of Shares in the case of a Stock
Appreciation Right granted in connection with a previously or contemporaneously
granted Option, or in the case of any other Stock Appreciation Right not less
than one hundred percent (100%) of the Fair Market Value of that number of
Shares at the time the Stock Appreciation Right was granted.  A Stock
Appreciation Right granted in connection with an Option may only be exercised to
the extent that the related Option has not been exercised.  The exercise of a
Stock Appreciation Right shall result in a pro rata surrender of the related
Option to the extent the Stock Appreciation Right has been exercised.

(a)  Payment.   Upon exercise or payment of a Stock Appreciation Right, the
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     Company shall pay to the Participant the appreciation in cash or Shares (at
     the aggregate Fair Market Value on the date of payment or exercise) as
     provided in the Stock Incentive Agreement or, in the absence of such
     provision, as the Committee may determine.

(b)  Conditions to Exercise.   Each Stock Appreciation Right granted under the
     ------------------------                                                 
     Plan shall be exercisable at such time or times, or upon the occurrence of
     such event or events, and in such amounts, as the Committee shall specify
     in the Stock Incentive Agreement; provided, however, that subsequent to the
     grant of a Stock Appreciation Right, the Committee, at any time before
     complete termination of such Stock Appreciation Right, may accelerate the
     time or times at which such Stock Appreciation Right may be exercised in
     whole or in part.

(c)  Nontransferability of Stock Appreciation Right.   A Stock Appreciation
     ----------------------------------------------                        
     Right shall not be transferable or assignable except by will or by the laws
     of descent and distribution and shall be exercisable, during the
     Participant's lifetime, only by the Participant, or in the event of the
     disability of the Participant, by the legal representative of the
     Participant.

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  7.4  TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.   Shares awarded
pursuant to Restricted Stock Awards shall be subject to restrictions for periods
determined by the Committee. The Committee shall have the power to permit, in
its discretion, an acceleration of the expiration of the applicable restriction
period with respect to any part or all of the Shares awarded to a Participant.
The Committee may require a cash payment from the Participant in an amount no
greater than the aggregate Fair Market Value of the Shares awarded determined at
the date of grant in exchange for the grant of a Restricted Stock Award or may
grant a Restricted Stock Award without the requirement of a cash payment.

                                   SECTION 8.
                              SURRENDER OF OPTIONS

     8.1  GENERAL RULE.  The Committee, acting in its absolute discretion, may
incorporate a provision in a Stock Incentive Agreement to allow an Employee or
Key Person to surrender his or Option in whole or in part in lieu of the
exercise in whole or in part of that Option on any date that:

          (a) the Fair Market Value of the Shares subject to such Option exceeds
Exercise Price for such Shares, and

          (b) the Option to purchase such Shares is otherwise exercisable.

     8.2  PROCEDURE.  The surrender of an Option in whole or in part shall be
effected by the delivery of the Stock Incentive Agreement to the Committee,
together with a statement signed by the Participant which specifies the number
of Shares ("Surrendered Shares") as to which the Participant surrenders his or
her Option and how he or she desires payment be made for such Surrendered
Shares.

     8.3  PAYMENT.  A Participant in exchange for his or her Surrendered Shares
shall receive a payment in cash or in Shares, or in a combination of cash and
Shares, equal in amount on the date such surrender is effected to the excess of
the Fair Market Value of the Surrendered Shares on such date over the Exercise
Price for the Surrendered Shares.  The Committee, acting in its absolute
discretion, can approve or disapprove a Participant's request for payment in
whole or in part in cash and can make that payment in cash or in such
combination of cash and Shares as the Committee deems appropriate.  A request
for payment only in Shares shall be approved and made in Shares to the extent
payment can be made in whole shares of Shares and (at the Committee's
discretion) in cash in lieu of any fractional Shares.

     8.4  RESTRICTIONS.  Any Stock Incentive Agreement which incorporates a
provision to allow a Participant to surrender his or her Option in whole or in
part also shall incorporate such additional restrictions on the exercise or
surrender of such Option as the Committee deems necessary to satisfy the
conditions to the exemption under Rule 16b-3 (or any successor exemption) to
Section 16(b) of the Exchange Act.


                                   SECTION 9.
                             SECURITIES REGULATION

     Each Stock Incentive Agreement may provide that, upon the receipt of Shares
as a result of the surrender or exercise of a Stock Incentive, the Participant
shall, if so requested by the Company, hold such Shares for investment and not
with a view of resale or distribution to the public and, if so requested by the
Company, shall deliver to the Company a written statement satisfactory to the
Company to that effect.  Each Stock Incentive Agreement may also provide that,
if so requested by the Company, the Participant shall make a written
representation to the Company that he or she will not sell or offer to sell any
of such Shares unless a registration statement shall be in effect with respect
to such Shares under the Securities Act of 1933, as amended ("1933 Act"), and
any applicable state securities law or, unless he or she shall have furnished to

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<PAGE>
 
the Company an opinion, in form and substance satisfactory to the Company, of
legal counsel acceptable to the Company, that such registration is not required.
Certificates representing the Shares transferred upon the exercise or surrender
of a Stock Incentive granted under this Plan may at the discretion of the
Company bear a legend to the effect that such Shares have not been registered
under the 1933 Act or any applicable state securities law and that such Shares
may not be sold or offered for sale in the absence of an effective registration
statement as to such Shares under the 1933 Act and any applicable state
securities law or an opinion, in form and substance satisfactory to the Company,
of legal counsel acceptable to the Company, that such registration is not
required.


                                  SECTION 10.
                                 LIFE OF PLAN

     No Stock Incentive shall be granted under this Plan on or after the earlier
of:

     (a) the tenth (10th) anniversary of the effective date of this Plan (as
determined under Section 4 of this Plan), in which event this Plan otherwise
thereafter shall continue in effect until all outstanding Stock Incentives have
been surrendered or exercised in full or no longer are exercisable, or

     (b) the date on which all of the Shares reserved under Section 3 of this
Plan have (as a result of the surrender or exercise of Stock Incentives granted
under this Plan) been issued or no longer are available for use under this Plan,
in which event this Plan also shall terminate on such date.


                                  SECTION 11.
                                  ADJUSTMENT

     The number of Shares reserved under Section 3 of this Plan, and the number
of Shares subject to Stock Incentives granted under this Plan, and the Exercise
Price of any Options, shall be adjusted by the Committee in an equitable manner
to reflect any change in the capitalization of the Company, including, but not
limited to, such changes as stock dividends or stock splits.  Furthermore, the
Committee shall have the right to adjust (in a manner which satisfies the
requirements of Code Section 424(a)) the number of Shares reserved under Section
3, and the number of Shares subject to Stock Incentives granted under this Plan,
and the Exercise Price of any Options in the event of any corporate transaction
described in Code Section 424(a) which provides for the substitution or
assumption of such Stock Incentives.  If any adjustment under this Section
creates a fractional Share or a right to acquire a fractional Share, such
fractional Share shall be disregarded, and the number of Shares reserved under
this Plan and the number subject to any Stock Incentives granted under this Plan
shall be the next lower number of Shares, rounding all fractions downward.  An
adjustment made under this Section by the Committee shall be conclusive and
binding on all affected persons and, further, shall not constitute an increase
in the number of Shares reserved under Section 3.


                                  SECTION 12.
                            CORPORATE REORGANIZATION

     (a) Except as provided in subsection (b), if the Company agrees to sell
substantially all of its assets for cash or property, or for a combination of
cash and property, or agrees to any merger, consolidation, reorganization,
division or other transaction in which Shares are converted into another
security or into the right to receive securities or property (a
"Reorganization"), and such agreement does not provide for the assumption or
substitution of the Stock Incentives granted under this Plan,

        (i)  each Stock Incentive, at the direction and discretion of the Board,
or as is otherwise provided in the Stock Incentive Agreements, may be canceled
unilaterally by the Company in exchange for (1) the whole Shares (or, subject to
satisfying the conditions to the exemption under Rule 16b-3 or any successor

                                       8
<PAGE>
 
exemption to Section 16(b) of the Exchange Act, for the whole Shares and the
cash in lieu of a fractional Share) which each Participant otherwise would
receive if he or she had the right to surrender or exercise his or her
outstanding Stock Incentive in full and he or she exercised that right
exclusively for Shares on a date fixed by the Board which comes before such
Reorganization, or (2) cash, securities or other property having a Fair
Market Value equal to the difference between the Fair Market Value of the Shares
subject to the Stock Incentive and the aggregate exercise price, in the case of
Options, or the aggregate payment required of the Participant with respect to
Shares subject to a Restricted Stock Award, with the Board retaining the
authority to determine whether payment under this part (2) shall be made with
respect only to the vested portion of Stock Incentives or with respect to both
the vested and unvested portions of Stock Incentives; or

 
          (ii)  after giving Participants an opportunity to exercise their
outstanding Stock Incentives, the Committee may terminate any or all unexercised
Stock Incentives at such time as the Committee deems appropriate.

     (b) Notwithstanding anything in the Plan to the contrary, in the event of a
Reorganization, the Committee shall not have the right to take any actions
described in the Plan (including without limitation actions described in
Subsection (a) above) that would make the Reorganization ineligible for pooling
of interests accounting treatment or that would make the Reorganization
ineligible for desired tax treatment if, in the absence of such right, the
Reorganization would qualify for such treatment and the Company intends to use
such treatment with respect to the Reorganization.

                                  SECTION 13.
                           AMENDMENT OR TERMINATION

     This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, no such amendment
shall be made absent the approval of the shareholders of the Company:  (a) to
increase the number of Shares reserved under Section 3, except as set forth in
Section 11, (b) to extend the maximum life of the Plan under Section 10 or the
maximum exercise period under Section 7, (c) to decrease the minimum Exercise
Price under Section 7, or (d) to change the designation of Employees or Key
Persons eligible for Stock Incentives under Section 6.  The Board also may
suspend the granting of Stock Incentives under this Plan at any time and may
terminate this Plan at any time; provided, however, the Company shall not have
the right to modify, amend or cancel any Stock Incentive granted before such
suspension or termination unless:  (I) the Participant consents in writing to
such modification, amendment or cancellation, or (II) there is a dissolution or
liquidation of the Company or a transaction described in Section 11 or Section
12.


                                  SECTION 14.
                                 MISCELLANEOUS

     14.1  SHAREHOLDER RIGHTS.  No Participant shall have any rights as a
shareholder of the Company as a result of the grant of a Stock Incentive to him
or to her under this Plan or his or her exercise or surrender of such Stock
Incentive pending the actual delivery of Shares subject to such Stock Incentive
to such Participant.

     14.2  NO GUARANTEE OF CONTINUED RELATIONSHIP.  The grant of a Stock
Incentive to a Participant under this Plan shall not constitute a contract of
employment and shall not confer on a Participant any rights upon his or her
termination of employment or relationship with the Company in addition to those
rights, if any, expressly set forth in the Stock Incentive Agreement which
evidences his or her Stock Incentive.

     14.3  WITHHOLDING.  The exercise or surrender of any Stock Incentive
granted under this Plan shall constitute a Participant's full and complete
consent to whatever action the Committee directs to satisfy the federal and

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<PAGE>
 
state tax withholding requirements, if any, which the Committee in its
discretion deems applicable to such exercise or surrender.

     14.4  TRANSFER.  The transfer of an Employee between or among the Company,
a Subsidiary or a Parent shall not be treated as a termination of his or her
employment under this Plan.


     14.5  CONSTRUCTION.  This Plan shall be construed under the laws of the
State of Georgia.

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Source: OneCLE Business Contracts.