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                                                                    EXHIBIT 99.1

                            STILLWATER MINING COMPANY
                           1998 EQUITY INCENTIVE PLAN
                         (AS AMENDED THROUGH MARCH 2000)

         Section 1. Purposes. The purposes of this Stillwater Mining Company
1998 Equity Incentive Plan, as may be amended from time to time (the "Plan"),
are to promote the interests of Stillwater Mining Company and its stockholders
by (i) attracting and retaining personnel, including executive and other key
employees, consultants, and directors of the Company and its Affiliates, as
defined below; (ii) motivating such employees by means of performance-related
incentives to achieve longer-range performance goals, and (iii) enabling such
employees, consultants and directors to participate in the long-term growth and
financial success of the Company.

         Section 2. Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:

         "Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in either case as determined by the Committee.

         "Alternative Award" shall mean an Award granted in tandem with, either
at the same or a later time as, another Award having substantially similar
economic characteristics, the exercise of which would result in the cancellation
of such other Award.

         "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, or Other Stock-Based Award.

         "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

         "Board" shall mean the Board of Directors of the Company.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Committee" shall mean (i) the Board, or (ii) a committee of the Board
designated by the Board to administer the Plan and composed of not less than the
minimum number of Persons from time to time required by Rule 16b-3, each of
whom, to the extent necessary to comply with 16b-3 only, is a "Non-Employee
Director" within the meaning of Rule 16b-3(b)(3)(i).

         "Company" shall mean Stillwater Mining Company, together with any
successor thereto.

         "Consultant" shall mean any Person who is engaged by the Company or any
Affiliate to render consulting or advisory services as an independent contractor
and is compensated for such services.

         "Employee" shall mean any employee of the Company or of any Affiliate.

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

         "Fair Market Value" shall mean the fair market value of the property or
other item being valued, as determined by the Committee acting in good faith.

         "Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision thereto.

         "Non-Employee Director" (i) shall have the meaning set forth in Rule
16b- 3(b)(3)(i) for purposes of the definition of "Committee" set forth in the


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Plan, and (ii) shall mean a director who is not an Employee of the Company for
all other purposes, including, but not limited to, Section 6(a)(iv).

         "Non-Qualified Stock Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option. "Option"
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

         "Other Stock-Based Award" shall mean any right granted under Section
6(f) of the Plan.

         "Participant" shall mean any Employee, Non-Employee Director or
Consultant selected by the Committee to receive an Award under the Plan.

         "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government
or political subdivision thereof or other entity. "Restricted Period" shall mean
the period of time selected by the Committee (as may be amended by the Committee
from time to time) during which a grant of Restricted Stock may be forfeited to
the Company.

         "Restricted Stock" shall mean any Share granted under Section 6(c) of
the Plan.

         "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from time
to time.

         "SEC" shall mean the Securities and Exchange Commission, or any
successor thereto and shall include the staff thereof.

         "Shares" shall mean the common shares of the Company, $.01 par value,
or, following an adjustment under Section 4(c) of the Plan, such other
securities or property as may become subject to Awards in substitution for such
common shares pursuant to such adjustment.

         "Stock Appreciation Right" shall mean any right granted under Section
6(b) of the Plan.

         Section 3. Administration.

         (a) Authority of Committee. The Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, and in addition
to other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to
eligible Participants; (iii) determine the number of Shares to be covered by, or
with respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled or exercised in cash, Shares, other securities, other Awards or other
property, or cancelled, forfeited, or suspended and the method or methods by
which Awards may be settled, exercised, cancelled, forfeited, or suspended; (vi)
determine whether, to what extent, and under what circumstances cash, shares,
other securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the holder thereof or of the Committee; (vii) interpret and administer the Plan
and any instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (ix) make any other determination and take any other action
that the Committee deems necessary or


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desirable for the administration of the Plan.

         (b) Determinations Under the Plan. Unless otherwise expressly provided
in the Plan all designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all Persons, including the Company, any Affiliate,
any Participant, any holder or beneficiary of any Award, any shareholder and any
Employee.

         Section 4. Shares Available for Awards.

         (a) Shares Available. Subject to adjustment as provided in Section
4(c), the number of Shares with respect to which Awards may be granted under the
Plan shall be 4,750,000. If, after the effective date of the Plan, any Shares
covered by an Award granted under the Plan, or to which such an Award relates,
are forfeited, or if an Award otherwise terminates or is cancelled without the
delivery of Shares or of other consideration, then the Shares covered by such
Award, or to which such Award relates, or the number of Shares otherwise counted
against the aggregate number of Shares with respect to which Awards may be
granted, to the extent of any such forfeiture, termination or cancellation,
shall again be, or shall become, to the extent permissible under Rule 16b-3,
Shares with respect to which Awards may be granted. No Award, which when
aggregated with prior Awards might result in the issuance of more than 2,500,000
Shares under the Plan, may be exercisable or payable until the Company's
stockholders approve an increase in the aggregate share limit to 3,500,000.

         (b) Annual Limit on Awards to an Individual. Subject to adjustment as
provided in Section 4(c), the number of Shares subject to Awards that are
granted to any one individual in a single calendar year may not exceed 250,000.

         (c) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number of Shares or the kind
of equity securities of the Company (or number and kind of other securities or
property) with respect to which Awards may be granted, both in the aggregate and
in one calendar year to an individual, (ii) the number of Shares or the kind of
equity securities of the Company (or number and kind of other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise price
with respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, in each case, that with
respect to Awards of Incentive Stock Options no such adjustment shall be
authorized to the extent that such authority would cause the Plan to fail to
comply with Section 422 of the Code, as from time to time amended and provided
further, that the number of Shares subject to any Award denominated in Shares
shall always be a whole number.

         (d) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

         Section 5. Eligibility. Employees, Non-Employee Directors and
Consultants of the Company or any Affiliate shall be eligible to be designated
as Participants.


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         Section 6. Awards.

         (a) Options.

         (i) Grant. Subject to the provisions of the Plan, the Committee shall
have authority to determine the Employees to whom options shall be granted, the
number of Shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option. The
Committee shall have the authority to grant Incentive Stock Options, or to grant
Non-Qualified Stock Options, or to grant both types of options. In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to, and comply with, the requirements of Section 422 of the Code, as
from time to time amended.

         (ii) Exercise Price. The Committee shall establish the exercise price
at the time each Option is granted, which price, except in the case of Options
that are Alternative Awards and subject to Section 6(e)(viii), shall not be less
than 100% of the per share Fair Market Value of the Shares on the date of grant.
If an employee owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company and an Incentive Stock
Option is granted to such employee, the option price shall be no less than 110%
of the Fair Market Value of the Shares on the date of grant.

         (iii) Exercise. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may specify in the
applicable Award Agreement or thereafter. The Committee may impose such
conditions with respect to the exercise of Options, including without
limitation, any relating to the application of Federal or state securities laws,
as it may deem necessary or advisable.

         (iv) Non-Employee Directors. Each Non-Employee Director who (i) is
serving on the Board of Directors on the date this Plan is approved by an action
in writing by the shareholders of the Company or at an annual or special meeting
of the shareholders, or (ii) on or after the date the Plan shall be effective in
accordance with Section 9, is initially elected to the Board of Directors of the
Company by the Board to fill any vacancy in accordance with the Company's Bylaws
or at any annual or special meeting of the shareholders of the Company, shall as
of the date of such meeting or written action automatically be granted an Option
to purchase 10,000 Shares at an option price per share equal to 100% of the Fair
Market Value of the Shares on the date of grant. Each Non-Employee Director who
is re-elected to the Board of Directors at any annual or special meeting of the
shareholders of the Company and who has previously received an Option to
purchase 10,000 Shares as described above, shall as of the date of such meeting
automatically be granted an Option to purchase 5,000 Shares at an option price
per share equal to 100% of the Fair Market Value of the Shares on the date of
grant on his or her next three reappointments or re-elections. Notwithstanding
the above, a Non- Employee Director may elect to not accept such Options. All
such Options shall be designated as Non-Qualified Options and shall be subject
to same terms and provisions as are then in effect with respect to the granting
of Non-Qualified Options to officers and key employees of the Company, except
that (i) the term of each such Option shall be the lesser of ten (10) years
after the date of grant or, if a Non-Employee Director is removed for cause, one
(1) year after the termination of services as a director, (ii) the Option shall
become exercisable in full after a period of six (6) months after the date of
grant, and (iii) no Stock Appreciation Rights may be granted to any Non-Employee
Director under this paragraph or in any other manner under this Plan. Subject to
the foregoing, all provisions of this Plan not inconsistent with the foregoing
shall apply to Options granted to Non-Employee Directors. The maximum aggregate
number of Shares as to which Options may be granted to any


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Non-Employee Director under this Plan shall be 25,000 Shares.

         (v) Consultants. Subject to the provisions of the Plan, the Committee
shall have the authority to determine the Consultants to whom options shall be
granted, the number of Shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
Option. The Committee shall have the authority to only grant Non-Qualified Stock
Options to Consultants. The exercise price of the Option granted shall not be
less than 100% of the per share Fair Market Value of the Shares on the date of
grant. Each Option shall be exercisable at such times and subject to such
conditions as the Committee shall specify in the applicable Award Agreement or
thereafter. The Committee may impose such conditions with respect to the
exercise of Options, including without limitation, any relating to the
application of federal or state securities laws, as it may deem necessary or
advisable.

         (b) Stock Appreciation Rights.

         (i) Grant. Subject to the provisions of the Plan, the Committee shall
have authority to determine the Employees to whom Stock Appreciation Rights
shall be granted, the number of Shares to be covered by each Stock Appreciation
Right Award, the grant price thereof and the conditions and limitations
applicable to the exercise thereof. A Stock Appreciation Right may be granted in
tandem with another Award, in addition to another Award, or freestanding and
unrelated to another Award. A Stock Appreciation Right granted in tandem with or
in addition to another Award may be granted either at the same time as such
other Award or at a later time. A Stock Appreciation Right shall not be
exercisable earlier than six months after grant, unless otherwise determined by
the Committee, and, except for a Stock Appreciation Right which is an
Alternative Award and subject to Section 6(e)(viii), shall have a per share
grant price of not less than 100% of the per share Fair Market Value of the
Shares on the date of grant.


         (ii) Exercise and Payment. A Stock Appreciation Right shall entitle the
Participant to receive with respect to each Share covered by such Stock
Appreciation Right an amount equal to the excess of the Fair Market Value of a
Share on the date of exercise of the Stock Appreciation Right over the per share
grant price thereof, provided that the Committee may, for administrative
convenience, determine that the exercise of any Stock Appreciation Right, which
is not related to an Incentive Stock Option and which can only be exercised for
cash during limited periods of time in order to satisfy the conditions of
certain rules of the SEC, shall be deemed to occur for all purposes hereunder on
the day during such limited period on which the Fair Market Value of the Shares
is the highest. Any such determination by the Committee may be changed by the
Committee from time to time and may govern the exercise of Stock Appreciation
Rights granted prior to such determination as well as Stock Appreciation Rights
thereafter granted.

         (iii) Other Terms and Conditions. Subject to the terms of the Plan and
any applicable Award Agreement, the Committee shall determine, at or after the
grant of a Stock Appreciation Right, the term, methods of exercise, methods and
form of settlement, and any other terms and conditions of any Stock Appreciation
Right. Any such determination by the Committee may be changed by the Committee
from time to time and may govern the exercise of Stock Appreciation Rights
granted or exercised prior to such determination as well as Stock Appreciation
Rights granted or exercised thereafter. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it shall deem
appropriate.

         (c) Restricted Stock.

         (i) Grant. Subject to the provisions of the Plan, the Committee shall
have


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authority to determine the Employees to whom Restricted Stock shall be granted
and the number of Shares of Restricted Stock to be granted to each such
Participant, the duration of the Restricted Period during which, and the
conditions under which, the Restricted Stock may be forfeited to the Company,
and the other terms and conditions of such Awards. Unless otherwise determined
by the Committee, Restricted Stock Awards shall provide for the payment of
dividends. Dividends paid on Restricted Stock may be paid directly to the
Participant and may be subject to risk of forfeiture and/or transfer
restrictions during any period established by the Committee, or may be
reinvested in additional Shares of Restricted Stock all as determined by the
Committee in its discretion.

         (ii) Transfer Restrictions. During the Restricted Period, Restricted
Stock will be subject to the limitations on transfer as provided in Section
8(g)(iii).

         (d) Other Stock-Based Awards. The Committee shall have authority to
determine the Employees who shall receive an "Other Stock-Based Award", which
shall consist of a right (i) which is other than an Award or right described in
Section 6(a), (b), or (c) above and (ii) which is denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related to,
Shares (including, without limitation, securities convertible into Shares),
deemed by the Committee to be consistent with the purposes of the Plan;
provided, that any such right must comply, to the extent deemed desirable by the
Committee, with Rule 16b-3. Subject to the terms of the Plan and any applicable
Award Agreement, the Committee shall determine the terms and conditions of any
such other Stock-Based Award. Except in the case of an Other Stock-Based Award
that is a Substitute Award or an Alternative Award and subject to Section
6(e)(viii), the price at which securities may be purchased pursuant to any Other
Stock-Based Award granted under this Plan, or the provision, if any, of any such
Award that is analogous to the purchase or exercise price, shall not be less
than 100% of the Fair Market Value of the security to which such Award relates
on the date of the grant.

         (e) General.

         (i) Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in
tandem with, or in substitution for, any other Award granted under the Plan.
Awards granted in addition to, or in tandem with, other Awards may be granted
either at the same time as, or at a different time from, the grant of such other
Awards.

         (ii) Forms of Payment by Company Under Awards. Subject to the terms of
the Plan and of any applicable Award Agreement, payments or transfers to be made
by the Company or an Affiliate upon the grant, exercise or payment of an Award
may be made in such form or forms as the Committee shall determine, including,
without limitation, cash, Shares, other securities, other Awards or other
property, or any combination thereof, and may be made in a single payment or
transfer, in installments, or on a deferred basis, in each case in accordance
with rules and procedures established by the Committee.

         (iii) Limits on Transfer of Awards. Awards (other than Incentive Stock
Options) shall be transferable to the extent provided in any Award Agreement.
Incentive Stock Options may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant; provided, however, that the Participant
may designate a beneficiary of the Participant's Incentive Stock Option in the
event of the Participant's death on a beneficiary designation form provided by
the Company.

         (iv) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee; provided, that in no event shall the term of


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any Incentive Stock Option exceed a period of ten years from the date of its
grant.

         (v) Share Certificates. All certificates for Shares or other securities
of the Company or any Affiliate delivered under the Plan pursuant to any Award,
or the exercise thereof, shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the SEC, any stock exchange upon which
such Shares or other securities are then listed, and any applicable Federal or
state laws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions. The
Committee may require that, during the Restricted Period, a certificate for
Shares of Restricted Stock registered in the name of a Participant shall be
deposited by such Participant, together with a stock power endorsed in blank,
with the Company.

         (vi) Consideration for Grants. Awards may be granted for no cash
consideration or for such minimal cash consideration as may be required by
applicable law.

         (vii) Delivery of Shares or Other Securities and Payment by Participant
of Consideration. No Shares or other securities shall be delivered pursuant to
any Award until payment in full of any amount required to be paid pursuant to
the Plan or the applicable Award Agreement is, or is arranged to be, received by
the Company. Such payment may be made by such method or methods and in such form
or forms as the Committee shall determine, including, without limitation, cash,
Shares, other securities, other Awards or other property, or any combination
thereof; provided that the combined value, as determined by the Committee, of
all cash and cash equivalents and the Fair Market Value of any such Shares or
other property so tendered, or arranged to be tendered, to the Company, as of
the date of such tender, is at least equal to the full amount required to be
paid pursuant to the Plan or the applicable Award Agreement to the Company.


         (viii) Prohibition on Repricing. Notwithstanding any other provision of
this Plan, in no event may the exercise price under any stock option be reduced,
other than pursuant to an adjustment contemplated in Section 4(c), after it is
granted, either directly or by cancellation of an outstanding option in return
for a newly granted option or other Award (including an Alternative or
Substituted Award) that has the effect of lowering the exercise price of the
option.

         Section 7. Amendment and Termination. Except to the extent prohibited
by applicable law and unless otherwise expressly provided in an Award Agreement
or in the Plan:

         (a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan at any time without the consent of any
shareholder, Participant, other holder or beneficiary of an Award, or other
Person; provided that notwithstanding any other provision of the Plan or any
Award Agreement, no such amendment, alteration, suspension, discontinuation, or
termination shall be made without shareholder approval if such approval is
necessary to comply with, or to obtain exemptive relief under, any tax or
regulatory requirement that the Board deems desirable to comply with, or obtain
exemptive relief under, including for these purposes any approval requirement
which is a prerequisite for exemptive relief from Section 16(b) of the Exchange
Act. Notwithstanding anything to the contrary herein, the Committee may amend
the Plan in such a manner as may be necessary so as to have the Plan conform
with local rules and regulations in any jurisdiction outside the United States.

         (b) Amendments to Awards. The Committee may waive any conditions or
rights under, amend any terms of, or accelerate or alter, any Award theretofore


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granted, prospectively or retroactively, without the consent of any relevant
Participant or holder or beneficiary of an Award, provided that such action does
not (i) materially impair the rights of any Participant or holder or beneficiary
of an Award without such person's consent, or (ii) result in a decrease in the
Fair Market Value of an Award without such Participant's or holder's or
beneficiary's consent.


         (c) Adjustments of Awards Upon Certain Acquisitions. In the event the
Company or any Affiliate shall assume outstanding employee awards or the right
or obligation to make future employee awards in connection with the acquisition
of another business or another corporation or business entity, the Committee may
make such adjustments, not inconsistent with the terms of the Plan, in the terms
of Awards as it shall deem appropriate in order to achieve reasonable
comparability or an equitable relationship between the assumed awards and the
Awards as so adjusted.

         (d) Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(c) hereof) affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.

         (e) Correction of Defects, Omissions and Inconsistencies. The Committee
may correct any defect, supply any omission, or reconcile any inconsistency in
the Plan or any Award or Award Agreement in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

         (f) Cancellation. Any provision of this Plan or any Award Agreement
other than Section 6(e)(viii) hereof to the contrary notwithstanding, the
Committee may cause any Award granted hereunder to be cancelled in consideration
of a cash payment or alternative Award (equal to the Fair Market Value of the
Award to be cancelled) made to the holder of such cancelled Award.

         Section 8. General Provisions.

         (a) No Rights to Awards. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

         (b) Delegation. Subject to the terms of the Plan and applicable law,
the Committee may delegate to one or more officers or managers of the Company or
any Affiliate, or to a committee of such officers or managers, the authority,
subject to such terms and limitations as the Committee shall determine, to grant
Awards to, or to cancel, modify or waive rights with respect to, or to alter,
discontinue, suspend, or terminate Awards held by, Employees who are not
officers or directors of the Company for purposes of Section 16 of the Exchange
Act, or any successor section thereto, or who are otherwise not subject to such
Section.

         (c) Withholding. A participant may be required to pay to the Company or
any Affiliate, and the Company or any Affiliate shall have the right and is
hereby authorized to withhold from any Award, from any payment 30 [GRAPHIC
OMITTED] due or transfer made under any Award or under the Plan or from any
compensation or other amount owing to a Participant, the amount (in cash,
Shares, other securities, other Awards or other property) of any applicable
withholding taxes in respect of an Award, its exercise, or any payment or


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transfer under an Award or under the Plan and to take such other action as may
be necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes. In the case of payments of Awards in the form of Shares,
at the Committee's discretion the Participant may be required to pay to the
Employer the amount of any taxes required to be withheld with respect to such
Shares or, in lieu thereof, the Employer shall have the right to retain (or the
Participant may be offered the opportunity to elect to tender) the number of
Shares whose Fair Market Value equals the amount required to be withheld. The
Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from the grant, vesting, exercise or payments
of any Award. In the discretion of the Committee, the Company may offer loans to
Participants to satisfy withholding requirements on such terms as the Committee
may determine, which terms may in the discretion of the Committee be
non-interest bearing.

         (d) Award Agreements. Each Award hereunder shall be evidenced by an
Award Agreement, which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto,
including but not limited to the effect on such Award of the death, retirement
or other termination of employment of a Participant and the effect, if any, of a
change in control of the Company.

         (e) No Limit on Other Compensation Arrangements. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other compensation arrangements, which may (but need not) provide for
the grant of options, restricted stock and other types of security-based awards
provided for hereunder (subject to shareholder approval if such approval is
required), and such arrangements may be either generally applicable or
applicable only in specific cases.

         (f) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, except to the extent expressly provided otherwise in the Plan or
in any Award Agreement.

         (g) No Rights as Stockholder. Subject to the provisions of the
applicable Award Agreement, no Participant or holder or beneficiary of any Award
shall have any rights as a stockholder with respect to any Shares to be
distributed under the Plan until he or she has become the holder of such Shares.
Notwithstanding the foregoing, in connection with each grant of Restricted Stock
hereunder, the applicable Award shall specify if, and to what extent, the
Participant shall not be entitled to the rights of a stockholder in respect of
such Restricted Stock.

         (h) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any Award Agreement shall
be determined in accordance with the laws of the State of Colorado and
applicable Federal law.

         (i) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

         (j) Other Laws. The Committee may refuse to issue or transfer any
Shares or other consideration under an Award if it determines that the issuance
or transfer of such Shares or such other consideration might violate any
applicable law or regulation or entitle the Company to recover the same under
Section 16(b) of the Exchange Act, and any payment tendered to the Company by a
Participant, other holder or beneficiary in connection with the exercise of


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such Award shall be promptly refunded to the relevant Participant, holder or
beneficiary. Without limiting the generality of the foregoing, no Award granted
hereunder shall be construed as an offer to sell securities of the Company, and
no such offer shall be outstanding, unless and until the Committee has
determined that any such offer, if made, would be in compliance with all
applicable requirements of Federal securities laws.

         (k) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

         (l) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be cancelled, terminated, or otherwise eliminated.

         (m) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

         Section 9. Effective Date of the Plan. The Plan shall be effective as
of the date of its approval by the shareholders of the Company.

         Section 10. Term of the Plan. No Award shall be granted under the Plan
after September 16, 2004. Unless otherwise expressly provided in the Plan or in
an applicable Award Agreement, any Award theretofore granted may, and the
authority of the Board or the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award or to waive any conditions or rights
under any such Award shall, extend beyond such date.


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