1
                                                                    Exhibit 99.1

                       TRANSACT TECHNOLOGIES INCORPORATED

                            2001 EMPLOYEES STOCK PLAN


1.       Purpose

         TransAct Technologies Incorporated (the "Company") 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 Company
in order to serve the best interests of the Company and stockholders. By
affording eligible persons the opportunity to acquire proprietary interests in
the Company and by providing them incentives to put forth maximum efforts for
the success of the Company's business, the TransAct Technologies Incorporated
2001 Employees Stock Plan (the "2001 Plan") is expected to contribute to the
attainment of those objectives.

2.       Scope and Duration

         Awards under the 2001 Plan may be granted in the form of non-qualified
stock options ("options"), in the form of shares of the common stock, par value
$.01 per share, of the Company (the "Common Stock") that are restricted as
provided in paragraph 11 ("restricted shares"), in the form of units to acquire
shares of Common Stock that are restricted as provided in paragraph 11
("restricted units") or in the form of 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 2001 Plan is 150,000 shares. The shares available may be in whole
or in part, as the Board of Directors of the Company (the "Board of Directors")
shall from time to time determine, authorized but unissued shares or issued
shares reacquired by the Company. Unless otherwise provided by the Compensation
Committee, shares covered by expired or terminated options and forfeited
restricted shares or restricted units will be available for subsequent awards
under the 2001 Plan. Any shares issued by the Company in respect of the
assumption or substitution of outstanding awards from a corporation or other
business entity by the Company shall not reduce the number of shares available
for awards under the 2001 Plan.

3.       Administration

         The 2001 Plan shall be administered by the Compensation Committee of
the Board of Directors (the "Committee"). The Committee shall have plenary
authority in its discretion, subject to and not inconsistent with the express
provisions of the 2001 Plan 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; to determine which options
shall be accompanied by rights and limited rights; to grant rights and to
determine the terms and conditions applicable to such rights; to grant
restricted shares and restricted units and to determine the term 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
   2
shall be granted and the number of shares or units to be covered by each grant;
to interpret the 2001 Plan; to prescribe, amend and rescind rules and
regulations relating to the 2001 Plan; 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 2001 Plan; and to make all
other determinations deemed necessary or advisable for the administration of the
2001 Plan. The Committee 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
Committee 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 the
Committee or such person may have under the 2001 Plan.

         The Committee may employ attorneys, consultants, accountants or other
persons and the Committee, the Company 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
Committee in good faith shall be final and binding upon all persons who have
received awards, the Company and all other interested persons. No member or
agent of the Committee shall be personally liable for any action, determination
or interpretation taken or made in good faith with respect to the 2001 Plan or
awards made thereunder, and all members and agents of the Committee shall be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.

4.       Eligibility; Factors to be Considered in Granting Awards

         Awards will be limited to key employees of the Company and its
subsidiaries and any other non-employees who may provide services to the Company
or its subsidiaries (all such persons being hereinafter referred to as
"employees"). In determining the employees to whom awards shall be granted and
the number of shares or units to be covered by each award, the Committee shall
take into account the nature of the employees' duties, their present and
potential contributions to the success of the Company and such other factors as
it shall deem relevant in connection with accomplishing the purposes of the 2001
Plan. An officer, or a director of the Company or of a subsidiary who is not
also an employee of the Company (or deemed to be an employee of the Company as
provided above), will not be eligible to receive an award.

         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 Company, its
present and future subsidiaries. An employee who has been granted an award or
awards under the 1996 Plan may be granted an additional award or awards. The
Committee, in its sole discretion, may grant to an employee who has been granted
an award under the 2001 Plan or any other employee plan maintained by the
Company or 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 Committee may deem appropriate.

                                       2
   3
5.       Option Price

         The purchase price of the Common Stock covered by each option shall be
determined by the Committee, but shall not be less than 100% of the fair market
value of the Common Stock on the date the option is granted, which shall be
deemed to equal the closing price of the Common Stock as quoted by NASDAQ (the
"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. The
Committee shall determine the date on which an option is granted. In the absence
of such determination, the date on which the Committee adopts a resolution
granting an option shall be considered the date on which such option is granted,
provided the employee to whom the option is granted is promptly notified of the
grant and an option agreement is duly executed as of the date of the resolution.
The purchase price of the Common Stock covered by each option shall also be
applicable in connection with the exercise of any related right or limited
right. The purchase price shall be subject to adjustment as provided in
paragraph 14.

6.       Terms of Options

         The term of each option granted under the 2001 Plan shall be such
period of time as the Committee 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 2001 Plan, an option granted under
the 2001 Plan shall become vested as determined by the Committee. The Committee
may, in its discretion, determine as a condition of any option, that all or a
stated percentage of the options shall become exercisable, in installments or
otherwise, only after completion of a specified service requirement. The
Committee may also, in its discretion, accelerate the exercisability of any
option at any time and provide, in any option agreement, that the option shall
become immediately exercisable as to all shares of Common Stock remaining
subject to the option on or following either (i) the first purchase of shares of
Common Stock pursuant to a tender offer or exchange offer (other than an offer
by the Company or any of its subsidiaries) for all, or any part of, the Common
Stock ("Offer"), (ii) a change in control of the Company (as defined in this
paragraph), (iii) approval by the Company's stockholders of a merger in which
the Company does not survive as an independent, publicly owned corporation, a
consolidation, or a sale, exchange or other disposition of all or substantially
all the Company's assets, or (iv) a change in the composition of the Board of
Directors during any period of two consecutive years such that individuals who
at the beginning of such period were members of the Board of Directors cease for
any reason to constitute at least a majority thereof, unless the election, or
the nomination for election by the Company's stockholders, of each new director
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period (the date upon which an
event described in clause (i), (ii), (iii) or (iv) of this paragraph 7(a) occurs
shall be referred to herein as an "acceleration date"). A "change in control" is
deemed to occur at the time of any acquisition of voting securities of the
Company by any person or group (as such term is used in Sections 13(d) and 14(d)
of the

                                       3
   4
Securities Exchange Act of 1934, as amended), but excluding (i) the Company or
any of its subsidiaries, (ii) any person who was an officer or director of the
Company on the day immediately prior to the Effective Date hereof, or (iii) any
savings, pension or other benefits plan for the benefit of employees of the
Company or any of its subsidiaries, which theretofore did not beneficially own
voting securities representing more than 30% of the voting power of all
outstanding voting securities of the Company, if such acquisition results in
such entity, person or group owning beneficially securities representing more
than 30% of the voting power of all outstanding voting securities of the
Company. As used herein, "voting power" means ordinary voting power for the
election of directors of the Company.

         (b) An option may be exercised at any time or from time to time, 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 Company, or,
with the consent of the Committee, in shares of the Common Stock, valued at the
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
Committee and subject to such terms and conditions as it may determine) by
surrender of outstanding awards under the 2001 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 Committee may permit
such amount to be paid in shares of Common Stock previously owned by the
employee, or a portion of the shares of Common Stock that otherwise would be
distributed to such employee 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 may be
exercised at any time unless the holder thereof is then an employee of or
performing services for the Company or 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
Company during the entire portion of the requisite period of employment during
which it is the employer of the holder.

         (e) The Committee, 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 employee 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 Market Value on the exercise date of the shares 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 Company'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 Committee, with dividends or other income therein being deemed to have been
so reinvested or (b) for the Company's convenience, to contribute the amount

                                       4
   5
credited to such account to a trust, which may be revocable by the Company, for
investment in the manner from time to time determined by the Committee and set
forth in the instrument creating such trust. The Committee's election pursuant
to this subparagraph shall be made by giving written notice of such election to
the employee (or other person exercising the option). Shares of Common Stock
paid pursuant to this subparagraph will be valued at the 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 Committee 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 the 2001 Plan, the option agreement and such rules
and regulations as may be established by the Committee, the holder thereof shall
have the rights of a stockholder with respect to the shares issued as a result
of such exercise.

         (g) The Company may make loans to such option holders as the Committee,
in its discretion, may determine (including a holder who is a director or
officer of the Company) in connection with the exercise of options granted under
the 2001 Plan. Such loans shall be subject to the following terms and conditions
and such other terms and conditions as the Committee shall determine not
inconsistent with the 2001 Plan. Such loans shall bear interest at such rates as
the Committee shall determine from time to time, which rates may be below then
current market rates. 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
Committee. 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 Company 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.

8.       Award and Exercise of Rights

         (a) A right may be awarded by the Committee in connection with any
option granted under the 2001 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 2001
Plan shall be such period of time as the Committee shall determine. Subject to
the provisions of the 2001 Plan, such right shall become vested as determined by
the Committee. Prior to becoming 100% vested, each freestanding right shall
become exercisable, in installments or otherwise, as the Committee shall
determine. The Committee may also, in its discretion, accelerate the

                                       5
   6
exercisability of any freestanding right at any time and provide, in the
agreement covering a freestanding right, that the right shall become immediately
exercisable on or following an acceleration date (as defined in paragraph 7(a)).

         (b) A right shall entitle the employee upon exercise in accordance with
its terms (subject, in the case of a tandem right, to the surrender unexercised
of the related option or any portion or portions thereof which the employee from
time to time determines to surrender for this purpose) to receive, subject to
the provisions of the 2001 Plan and such rules and regulations as from time to
time may be established by the Committee, a payment having an aggregate value
equal to (A) the excess of (i) the fair market value on the exercise date of one
share over (ii) 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
employee. The price per share specified in a freestanding right shall be
determined by the Committee but in no event shall be less than the average of
the daily closing prices for the Common Stock as reported by NASDAQ during a
period determined by the Committee in its sole discretion that shall consist of
any 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 Committee, 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 14. The Committee shall
determine the date on which a freestanding right is granted. In the absence of
such determination, the date on which the Committee adopts a resolution granting
such right shall be considered the date of grant, provided the employee 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 employee is to receive 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 employee 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 Committee may permit such amount to be paid
in shares of Common Stock previously owned by the employee, or a portion of the
shares of Common Stock that otherwise would be distributed to such employee 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 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.

                                       6
   7
         (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) Whether payments to employees 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 Committee 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
Committee'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 Committee, with dividends or other income thereon being deemed
to have been so reinvested, or (iii) for the convenience of the Company,
contributed to a trust, which may be revocable by the Company or subject to the
claims of its creditors, for investment in the manner from time to time
determined by the Committee and set forth in the instrument creating such trust,
all as the Committee shall determine.

         (f) 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 employee in cash.

9.       Award and Exercise of Limited Rights

         (a) A limited right may be awarded by the Committee in connection with
any option granted under the 2001 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 an employee irrespective of whether such employee 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 an acceleration date
(as defined in paragraph 7(a)). In addition, each limited right shall be
exercisable only if, and to the extent that, the related option is exercisable.
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 whichever of the following amounts is applicable:

                  (i) in the case of an exercise of limited rights by reason of
         the occurrence of an Offer (as defined in paragraph 7(a)(i)), an amount
         equal to the Offer Spread (as defined in paragraph 9(d));

                                       7
   8
                  (ii) in the case of an exercise of limited rights by reason of
         an acquisition of Common Stock described in paragraph 7(a)(ii), an
         amount equal to the Acquisition Spread (as defined in paragraph 9(h)
         hereof);

                  (iii) in the case of an exercise of limited rights by reason
         of an event described in paragraph 7(a)(iii), an amount equal to the
         Merger Spread (as defined in paragraph 9(f) hereof); or

                  (iv) in the case of an exercise of limited rights by reason of
         a change in the composition of the Board of Directors as described in
         paragraph 7(a)(iv), an amount equal to the Spread (as defined in
         paragraph 9(i) hereof).

         (c) The term "Offer Price per Share" as used in this paragraph 9 shall
mean, with respect to the exercise of any limited right by reason of the
occurrence of an Offer, the greater of (i) the highest price per share of Common
Stock paid in any Offer, which Offer is in effect at any time during the
ninety-day period ending on the date on which such limited right is exercised,
or (ii) the highest fair market value per share of Common Stock during such
ninety-day period. Any securities or property which are part or all of the
consideration paid for shares of Common Stock in the Offer shall be valued in
determining the Offer Price per Share at the higher of (A) the valuation placed
on such securities or property by the corporation, person or other entity making
such Offer or (B) the valuation placed on such securities or property by the
Committee.

         (d) The term "Offer Spread" as used in this paragraph 9 shall mean an
amount equal to the product computed by multiplying (i) the excess of (A) the
Offer Price per Share over (B) the option price per share of Common Stock at
which the related option is exercisable, by (ii) the number of shares of Common
Stock with respect to which such limited right is being exercised.

         (e) The term "Merger Price per Share" as used in this paragraph 9 shall
mean, with respect to the exercise of any limited right by reason of an event
described in paragraph 7(a) (iii), the greater of (i) the fixed or formula price
for the acquisition of shares of Common Stock occurring pursuant to such event
if such fixed or formula price is determinable on the date on which such limited
right is exercised, and (ii) the highest fair market value per share of Common
Stock during the ninety-day period ending on the date on which such limited
right is exercised. Any securities or property which are part or all of the
consideration paid for shares of Common Stock pursuant to such event shall be
valued in determining the Merger Price per Share at the higher of (A) the
valuation placed on such securities or property by the corporation, person or
other entity which is a party with the Company to such event or (B) the
valuation placed on such securities or property by the Committee.

         (f) The term "Merger Spread" as used in this paragraph 9 shall mean an
amount equal to the product computed by multiplying (i) the excess of (A) the
Merger Price per Share over (B) the option price per share of Common Stock at
which the related option is exercisable, by (ii) the number of shares of Common
Stock with respect to which such limited right is being exercised.

                                       8
   9
         (g) The term "Acquisition Price per Share" as used in this paragraph 9
shall mean, with respect to the exercise of any limited right by reason of an
acquisition of Common Stock described in paragraph 7(a)(ii), the greater of (i)
the highest price per share stated on the Schedule 13D or any amendment thereto
filed by the holder of 30% or more of the Company's voting power which gives
rise to the exercise of such limited right, and (ii) the highest fair market
value per share of Common Stock during the ninety-day period ending on the date
the limited right is exercised.

         (h) The term "Acquisition Spread" as used in this paragraph 9 shall
mean an amount equal to the product computed by multiplying (i) the excess of
(A) the Acquisition Price per Share over (B) the option price per share of
Common Stock at which the related option is exercisable, by (ii) the number of
shares of Common Stock with respect to which such limited right is being
exercised.

         (i) The term "Spread" as used in this paragraph 9 shall mean, with
respect to the exercise of any limited right by reason of a change in the
composition of the Board described in paragraph 7(a) (iv), an amount equal to
the product computed by multiplying (i) the excess of (A) the highest fair
market value per share of Common Stock during the ninety-day period ending on
the date the limited right is exercised over (B) the option price per share of
Common Stock at which the related option is exercisable, by (ii) the number of
shares of Common Stock with respect to which the limited right is being
exercised.

         (j) Notwithstanding any other provision of the 2001 Plan, 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.

         (k) For purposes of this paragraph 9, "fair market value per share of
Common Stock" for any day shall mean the Market Value for such day (or if there
were no sales on such day, on the next preceding day on which there were sales).

10.      Non-Transferability of Options and Rights

         Options, rights and limited rights granted under the 2001 Plan shall
not be transferable otherwise than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
Section 414(p) of the Internal Revenue Code of 1986, as amended. Options, rights
and limited rights may be exercised during the lifetime of the employee only by
the employee or by the employee's guardian or legal representative.

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 Committee 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 Committee may, in its sole
discretion, at the time an award is made, prescribe conditions for the
incremental lapse of restrictions during the Restricted Period, for the lapse or
termination of restrictions upon the satisfaction of other conditions in
addition to or other than the

                                       9
   10
expiration of the Restricted Period with respect to all or any portion of the
restricted shares or restricted units and provide for the lapse of all
restrictions with respect to all restricted shares or restricted units covered
by the award upon the occurrence of an acceleration date as defined in paragraph
7(a). The Committee 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 an employee shall be registered in the
employee's name but shall be held in custody by the Company for the employee's
account. The employee shall generally have the rights and privileges of a
stockholder 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 employee 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
Committee; (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
Committee; and (iii) all of the restricted shares shall be forfeited and all
rights of the employee to such restricted shares shall terminate without further
obligation on the part of the Company unless the employee has remained an
employee of the Company or any of its subsidiaries or any combination thereof
until the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee applicable to
such restricted shares. At the discretion of the Committee, cash and stock
dividends with respect to the restricted shares may be either currently paid or
withheld by the Company for the employee's account subject to the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Committee, and interest may be paid on the amount
of cash dividends withheld at a rate and subject to such terms as determined by
the Committee. Upon the forfeiture of any restricted shares, such forfeited
restricted shares and any cash or stock dividends withheld for the employee's
account shall be transferred to the Company without further action by the
employee. The employee shall have the same rights and privileges, and be subject
to the same restrictions, with respect to any shares received pursuant to
paragraph 14.

         (c) Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Committee or at such
earlier time as provided for in paragraph 12, the restrictions applicable to the
restricted shares shall lapse 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 employee or the employee's beneficiary or estate, as the case may be.
The Company 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) of such fractional share to the employee or the
employee's beneficiary or estate, as the case may be.

                                       10
   11
No payment will be required from the employee 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 Committee may permit
such amount to be paid in (i) shares of Common Stock previously owned by the
employee, (ii) a portion of the shares of Common Stock that otherwise would be
distributed to such employee upon the lapse of the restrictions applicable to
the restricted shares, or (iii) a combination of cash and shares of such Common
Stock.

         (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 Company shall not
be required to set aside a fund for the payment of any such award. At the
discretion of the Committee, cash and stock dividends with respect to the Common
Stock ("Dividend Equivalents") may be currently paid or withheld by the Company
for the employee's account subject to the expiration or termination of the
Restricted Period and the satisfaction of any other conditions prescribed by the
Committee, and interest may be paid on the amount of cash dividends withheld at
a rate and subject to such terms as determined by the Committee.

                  Upon the expiration or termination of the Restricted Period
and the satisfaction of any other conditions prescribed by the Committee or at
such earlier time as provided for in paragraph 12, the Company shall deliver to
the employee or the employee'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 Committee may, in its sole 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 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 employee 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 Committee may permit such amount to be paid in (i) shares of
Common Stock previously owned by the employee, (ii) a portion of the shares of
Common Stock that otherwise would be distributed to such employee in respect of
vested units, or (iii) a combination of cash and shares of such Common Stock;
provided, however, that the Committee 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).

                  Upon the occurrence of an acceleration date (as defined in
paragraph 7(a)), all outstanding vested units (including any restricted units
whose restrictions have lapsed as a result of the occurrence of such
acceleration date) and credited Dividend Equivalents shall be payable as soon as
practicable but in no event later than 90 days after such acceleration date in
cash, in shares of Common Stock, or part in cash and part in Common Stock, as
the

                                       11
   12
Committee, in its sole discretion, shall determine. To the extent that an
employee receives cash in payment for his vested units, such employee shall
receive an amount equal to the product of (i) the number of vested units
credited to such employee's account for which such employee is receiving payment
in cash times (ii) the Multiplication Factor (as defined below). To the extent
that an employee receives Common Stock in payment for his vested units, such
employee shall receive the number of shares of Common Stock determined by
dividing (i) the product of (x) the number of vested units credited to such
employee's account for which such employee is receiving payment in Common Stock
times (z) the Multiplication Factor, by (ii) the fair market value per share of
the Common Stock as of the day preceding the payment date. "Multiplication
Factor" shall mean (i) in the event of the occurrence of an Offer as defined in
paragraph 7(a)(i), the Offer Price per Share as modified below, (ii) in the case
of an acquisition of Common Stock described in paragraph 7(a) (ii), the
Acquisition Price per Share as modified below, (iii) in the case of an event
described in paragraph 7(a)(iii), the Merger Price per Share as modified below,
or (iv) in the case of a change in the composition of the Board of Directors as
described in paragraph 7(a)(iv), the highest fair market value per share of the
Common Stock for any day during the applicable ninety-day period described
below. For purposes of the preceding sentence, (i) the applicable ninety-day
period described in paragraphs 9(c), (e) and (g) and in clause (iv) above shall
mean the ninety-day period ending on or within 89 days following an acceleration
date which the Committee, in its sole discretion, shall select and (ii) fair
market value per share of the Common Stock shall mean the Market Value.

         (e) The restricted unit award agreement may permit an employee 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 Committee shall, in its sole
discretion, determine whether to permit such deferment and to specify the terms
and conditions, which are not inconsistent with the 2001 Plan, to be contained
in the agreement. In the event of such deferment, the Committee may determine
that interest shall be credited annually on the Dividend Equivalents, at a rate
to be determined by the Committee. The Committee may also determine to compound
such interest.

12.      Termination of Employment

         Unless otherwise determined by the Committee, in the event that the
employment of an employee to whom an option, right or limited right has been
granted under the 2001 Plan shall be terminated (except as set forth in
paragraph 13), such option, right or limited right may, subject to the
provisions of the 2001 Plan, be exercised (to the extent that the employee was
entitled to do so at the termination of his employment) at any time within three
months after such termination, or, in the case of an employee whose termination
results from retirement from active employment at or after age 55 within one
year after such termination, but in no case later than the date on which the
option, right or limited right terminates; provided, however, that any option,
right or limited right held by an employee whose employment is terminated for
cause shall forthwith terminate, to the extent not theretofore exercised.

                                       12
   13
         Unless otherwise determined by the Committee, if an employee to whom
restricted shares or restricted units have been granted ceases to be an employee
of the Company or of a subsidiary prior to the end of the Restricted Period and
the satisfaction of any other conditions prescribed by the Committee 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.
Awards granted under the 2001 Plan shall not be affected by any change of duties
or position so long as the holder continues to be an employee of the Company or
any of its subsidiaries. Any option, right, limited right, restricted share or
restricted unit agreement, or any rules and regulations relating to the 2001
Plan, may contain such provisions as the Committee shall approve with reference
to the determination of the date employment terminates and the effect of leaves
of absence. Nothing in the 2001 Plan or in any award granted pursuant to the
2001 Plan shall confer upon any employee any right to continue in the employ of
the Company or any of its subsidiaries or interfere in any way with the right of
the Company or any such subsidiary to terminate such employment at any time.

         Notwithstanding anything else in the 2001 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 2001 Plan ceases
to be a subsidiary of the Company, then the Committee may provide that service
with such employer or its direct or indirect subsidiaries in any capacity shall
be considered employment with the Company for purposes of the 2001 Plan.

13.      Death or Total Disability of Employee

         If an employee to whom an option, right or limited right has been
granted under the 2001 Plan shall die or suffer a "total disability" while
employed by the Company or its subsidiaries or within three months (or, in the
case of an employee whose termination results from retirement from active
employment at or after age 55, within one year) after the termination of such
employment (other than termination for cause), 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 by the employee, the legal guardian of the
employee, 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 the permanent inability of an employee, as a result of accident or
sickness, to perform any and every duty pertaining to such employee's occupation
or employment for which the employee is suited by reason of the employee's
previous training, education and experience.

14.      Adjustment upon Changes in Capitalization, etc.

         Notwithstanding any other provision of the 2001 Plan, the Committee may
at any time, in its sole discretion, make or provide for such adjustments to the
2001 Plan, to the number and class of shares available thereunder or to any
outstanding options, rights, restricted shares or restricted units as it may
deem appropriate to prevent dilution or enlargement of rights,

                                       13
   14
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
Committee may, in its sole discretion, make any adjustment as it deems equitable
in respect of outstanding options, rights, limited rights and restricted units,
including in the Committee'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. Any such
determination by the Committee shall be conclusive. 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.

15.      Effective Date

         The 2001 Plan shall be effective as of February 26, 2001 (the
"Effective Date"). The Committee thereafter may, in its discretion, grant awards
under the 2001 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 Company deems it necessary or desirable, a
Registration Statement under the Securities Act of 1933 with respect to such
shares shall be effective, and (ii) any requisite approval or consent of any
governmental authority of any kind having jurisdiction over awards granted under
the 2001 Plan shall be obtained.

16.      Termination and Amendment

         The Board of Directors of the Company may suspend, terminate, modify or
amend the 2001 Plan, provided that any amendment that would increase the
aggregate number of shares that may be issued under the 2001 Plan, materially
increase the benefits accruing to participants under the 2001 Plan, or
materially modify the requirements as to eligibility for participation in the
2001 Plan shall be subject to the approval of the Company's stockholders to the
extent required by applicable law or any other governing rules or regulations,
except that any such increase or modification that may result from adjustments
authorized by paragraph 14 does not require such approval. If the 2001 Plan is
terminated, the terms of the 2001 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 2001 Plan may, without
the consent of the employee to whom an award shall theretofore have been
granted, adversely affect the rights of such employee under such award.

17.      Written Agreements

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

                                       14
   15
18.      Effect on Other Stock Plans

         The adoption of the 2001 Plan shall have no effect on awards made or to
be made pursuant to other stock plans covering employees of the Company or its
subsidiaries, or any predecessors or successors thereto.


                                       15