LONG TERM INCENTIVE AND SHARE AWARD PLAN 2003

                             1-800-FLOWERS.COM, INC.
                  2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN


1.  Purposes.

The purposes of the 2003 Long Term Incentive and Share Award Plan are to advance
the interests of  1-800-Flowers.com,  Inc. and its  shareholders  by providing a
means to attract,  retain, and motivate employees,  consultants and directors of
the Company upon whose judgment,  initiative and efforts the continued  success,
growth and development of the Company is dependent.

2.  Definitions.

For  purposes  of the Plan,  the  following terms shall be defined as set forth
below:

(a)  "Affiliate"  means any entity  other than the Company and its  Subsidiaries
that is  designated by the Board or the  Committee as a  participating  employer
under the Plan; provided,  however, that the Company directly or indirectly owns
at least 20% of the combined voting power of all classes of stock of such entity
or at least 20% of the ownership interests in such entity.

(b) "Award" means any Option,  SAR,  Restricted  Share,  Restricted  Share Unit,
Performance Share,  Performance Unit, Dividend Equivalent,  or Other Share-Based
Award granted to an Eligible Person under the Plan.

(c) "Award Agreement" means any written agreement, contract, or other instrument
or document evidencing an Award.

(d)  "Beneficiary"  means the person,  persons,  trust or trusts which have been
designated by an Eligible  Person in his or her most recent written  beneficiary
designation filed with the Company to receive the benefits  specified under this
Plan  upon the  death of the  Eligible  Person,  or,  if there is no  designated
Beneficiary or surviving designated Beneficiary, then the person, persons, trust
or trusts  entitled by will or the laws of descent and  distribution  to receive
such benefits.

(e) "Board" means the Board of Directors of the Company.

(f) "Code"  means the  Internal  Revenue  Code of 1986,  as amended from time to
time.  References  to any  provision  of the Code  shall be  deemed  to  include
successor provisions thereto and regulations thereunder.

(g)  "Committee"  means the  Compensation  Committee of the Board, or such other
Board committee (which may include the entire Board) as may be designated by the
Board  to  administer  the  Plan;  provided,  however,  that,  unless  otherwise
determined by the Board, the Committee shall consist of two or more directors of
the Company,  each of whom is a  "non-employee  director"  within the meaning of
Rule 16b-3 under the Exchange Act, to the extent applicable, and each of whom is
an "outside  director"  within the meaning of Section 162(m) of the Code, to the
extent  applicable;  provided,  further,  that the mere fact that the  Committee
shall fail to  qualify  under  either of the  foregoing  requirements  shall not
invalidate any Award made by the Committee which Award is otherwise validly made
under the Plan.

(h) "Company" means  1-800-Flowers.com,  Inc., a corporation organized under the
laws of Delaware, or any successor corporation.

(i)  "Director"  means a  member  of the  Board  who is not an  employee  of the
Company, a Subsidiary or an Affiliate.

(j) "Dividend  Equivalent" means a right, granted under Section 5(g), to receive
cash, Shares, or other property equal in value to dividends paid with respect to
a  specified  number  of  Shares.  Dividend  Equivalents  may  be  awarded  on a
free-standing  basis  or in  connection  with  another  Award,  and  may be paid
currently or on a deferred basis.

(k) "Eligible  Person"  means (i) an employee or  consultant  of the Company,  a
Subsidiary or an Affiliate, including any director who is an employee, or (ii) a
Director.  Notwithstanding any provisions of this Plan to the contrary, an Award
may be granted to an employee or consultant in connection with his or her hiring
or  retention  prior to the date  the  employee  or  consultant  first  performs
services for the Company, a Subsidiary or an Affiliate;  provided, however, that
any such  Award  shall  not  become  vested  prior to the date the  employee  or
consultant first performs such services.

(l) "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended from
time to time. References to any provision of the Exchange Act shall be deemed to
include successor provisions thereto and regulations thereunder.

(m) "Fair Market Value"  means,  with respect to Shares or other  property,  the
fair market value of such Shares or other property determined by such methods or
procedures as shall be established  from time to time by the  Committee.  If the
Shares are listed on any established stock exchange or a national market system,
unless  otherwise  determined  by the  Committee in good faith,  the Fair Market
Value of Shares  shall mean the closing  price per Share on the date in question
(or, if the Shares were not traded on that day, the next  preceding day that the
Shares were  traded) on the  principal  exchange  or market  system on which the
Shares are traded, as such prices are officially quoted on such exchange.

(n) "ISO" means any Option  intended to be and designated as an incentive  stock
option within the meaning of Section 422 of the Code.

(o) "NQSO" means any Option that is not an ISO.

(p) "Option" means a right, granted under Section 5(b), to purchase Shares.

(q) "Other  Share-Based  Award" means a right,  granted under Section 5(h), that
relates to or is valued by reference to Shares.

(r)  "Participant"  means an Eligible Person who has been granted an Award under
the Plan.

(s) "Performance Share" means a performance share granted under Section 5(f).

(t) "Performance Unit" means a performance unit granted under Section 5(f).

(u) "Plan" means this 2003 Long Term Incentive and Share Award Plan.

(v) "Restricted Shares" means an Award of Shares under Section 5(d) that may be
subject to certain restrictions and to a risk of forfeiture.

(w)  "Restricted  Share Unit" means a right,  granted  under  Section  5(e), to
receive Shares or cash at the end of a specified deferral period.

(x) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and applicable
to the  Plan  and  Participants,  promulgated  by the  Securities  and  Exchange
Commission under Section 16 of the Exchange Act.

(y) "SAR" or "Share Appreciation  Right" means the right,  granted under Section
5(c), to be paid an amount measured by the difference between the exercise price
of the right and the Fair Market  Value of Shares on the date of exercise of the
right, with payment to be made in cash,  Shares, or property as specified in the
Award or determined by the Committee.

(z) "Shares" means common stock, $.01 par value per share, of the Company.

(aa) "Subsidiary"  means any corporation (other than the Company) in an unbroken
chain of  corporations  beginning  with the Company if each of the  corporations
(other than the last  corporation in the unbroken chain) owns shares  possessing
50% or more of the total combined voting power of all classes of stock in one of
the other corporations in the chain.

3. Administration.

(a) Authority of the Committee. The Plan shall be administered by the Committee,
and the  Committee  shall have full and final  authority  to take the  following
actions, in each case subject to and consistent with the provisions of the Plan:

(i) to select Eligible Persons to whom Awards may be granted;

(ii) to designate Affiliates;

(iii) to  determine  the type or types of Awards to be granted to each  Eligible
Person;

(iv) to  determine  the type and number of Awards to be  granted,  the number of
Shares to which an Award may  relate,  the  terms  and  conditions  of any Award
granted under the Plan (including, but not limited to, any exercise price, grant
price, or purchase price,  any restriction or condition,  any schedule for lapse
of  restrictions  or  conditions  relating  to  transferability  or  forfeiture,
exercisability,  or settlement of an Award, and waiver or accelerations thereof,
and waivers of performance  conditions  relating to an Award, based in each case
on such considerations as the Committee shall determine),  and all other matters
to be determined in connection with an Award;

(v) to determine whether,  to what extent, and under what circumstances an Award
may be settled,  or the exercise price of an Award may be paid, in cash, Shares,
other  Awards,  or other  property,  or an  Award  may be  canceled,  forfeited,
exchanged, or surrendered;

(vi) to determine whether,  to what extent,  and under what circumstances  cash,
Shares, other Awards, or other property payable with respect to an Award will be
deferred  either  automatically,  at the  election of the  Committee,  or at the
election of the Eligible Person;

(vii) to prescribe the form of each Award Agreement, which need not be identical
for each Eligible Person;

(viii) to adopt, amend,  suspend,  waive, and rescind such rules and regulations
and appoint  such agents as the  Committee  may deem  necessary  or advisable to
administer the Plan;

(ix) to correct any defect or supply any omission or reconcile any inconsistency
in the Plan and to  construe  and  interpret  the Plan and any Award,  rules and
regulations, Award Agreement, or other instrument hereunder;

(x) to  accelerate  the  exercisability  or vesting of all or any portion of any
Award or to extend the period during which an Award is exercisable;

(xi) to determine whether uncertificated Shares may be used in satisfying Awards
and otherwise in connection with the Plan; and

(xii) to make all other  decisions and  determinations  as may be required under
the terms of the Plan or as the  Committee  may deem  necessary or advisable for
the administration of the Plan.

(b) Manner of Exercise of Committee  Authority.  The  Committee  shall have sole
discretion  in  exercising  its  authority  under  the Plan.  Any  action of the
Committee  with respect to the Plan shall be final,  conclusive,  and binding on
all persons, including the Company, Subsidiaries,  Affiliates, Eligible Persons,
any person  claiming  any rights  under the Plan from or  through  any  Eligible
Person,  and  shareholders.  The  express  grant  of any  specific  power to the
Committee, and the taking of any action by the Committee, shall not be construed
as limiting any power or authority of the Committee.  The Committee may delegate
to other  members of the Board or  officers  or  managers  of the Company or any
Subsidiary  or Affiliate the  authority,  subject to such terms as the Committee
shall  determine,  to  perform  administrative  functions.  Notwithstanding  any
provision  of the Plan to the  contrary,  the  Chief  Executive  Officer  of the
Company  ("CEO")  shall have the power and  authority,  subject to the terms and
conditions  of the  Plan,  to  make  awards  under  the  Plan  to  employees  or
consultants  who are not  officers or  directors  of the Company for purposes of
Section 16(b) of the Exchange Act; provided,  however, that the authority of the
CEO to make such awards shall be subject to  limitations  as may be imposed from
time to time by the Committee; provided further, however, that the resolution so
authorizing  the CEO to make the awards shall specify the total number of rights
or options that the CEO may so award.

(c) Limitation of Liability.  Each member of the Committee shall be entitled to,
in good faith, rely or act upon any report or other information furnished to him
or her by any  officer or other  employee of the  Company or any  Subsidiary  or
Affiliate,  the Company's  independent  certified public  accountants,  or other
professional  retained  by the  Company to assist in the  administration  of the
Plan.  No member of the  Committee,  and no officer or  employee  of the Company
acting on behalf of the  Committee,  shall be personally  liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan,  and all  members of the  Committee  and any  officer or  employee  of the
Company acting on their behalf shall,  to the extent  permitted by law, be fully
indemnified  and  protected  by the  Company  with  respect to any such  action,
determination, or interpretation.

(d) Limitation on Committee's Discretion.  Anything in this Plan to the contrary
notwithstanding,  in the case of any  Award  which is  intended  to  qualify  as
"performance-based  compensation"  within the meaning of Section 162(m)(4)(C) of
the Code,  if the Award  Agreement  so  provides,  the  Committee  shall have no
discretion to increase the amount of compensation payable under the Award to the
extent such an increase would cause the Award to lose its  qualification as such
performance-based compensation.

(e) No Option or SAR Repricing Without Shareholder Approval.  Except as provided
in the first  sentence of Section 4(c) hereof  relating to certain  antidilution
adjustments,  unless the  approval of  shareholders  of the Company is obtained,
Options  and SARs  issued  under the Plan shall not be  amended  to lower  their
exercise  price and Options and SARs issued under the Plan will not be exchanged
for other Options or SARs with lower exercise prices.

4.       Shares Subject to the Plan.

(a) Subject to adjustment  as provided in Section 4(c) hereof,  the total number
of Shares  reserved for issuance in connection  with Awards under the Plan shall
be  7,500,000.  No Award may be  granted  if the  number of Shares to which such
Award relates,  when added to the number of Shares  previously  issued under the
Plan and the number of Shares  subject to  Options  outstanding  under the Plan,
exceeds the number of Shares  reserved  under the  applicable  provisions of the
preceding sentence. If any Awards are forfeited, canceled, terminated, exchanged
or surrendered or such Award is settled in cash or otherwise  terminates without
a distribution  of Shares to the  Participant,  any Shares  counted  against the
number of Shares  reserved  and  available  under the Plan with  respect to such
Award  shall,  to the extent of any such  forfeiture,  settlement,  termination,
cancellation,  exchange or  surrender,  again be available  for Awards under the
Plan.  Upon the exercise of any Award  granted in tandem with any other  Awards,
such  related  Awards shall be canceled to the extent of the number of Shares as
to which the Award is exercised.

(b) Subject to adjustment as provided in Section 4(c) hereof, the maximum number
of Shares  (i) with  respect to which  Options  or SARs may be granted  during a
calendar year to any Eligible Person under this Plan shall be 1,000,000  Shares,
and (ii) with  respect to  Performance  Shares,  Performance  Units,  Restricted
Shares or  Restricted  Share  Units  intended  to qualify  as  performance-based
compensation within the meaning of Section 162(m)(4)(C) of the Code shall be the
equivalent of 500,000 Shares during a calendar year to any Eligible Person under
this Plan.

(c) In the event that the Committee shall determine that any dividend in Shares,
recapitalization,   Share  split,   reverse   split,   reorganization,   merger,
consolidation,  spin-off,  combination,  repurchase, or share exchange, or other
similar  corporate  transaction  or  event,  affects  the  Shares  such  that an
adjustment is  appropriate  in order to prevent  dilution or  enlargement of the
rights of Eligible  Persons under the Plan,  then the Committee  shall make such
equitable  changes or adjustments as it deems appropriate and, in such manner as
it may deem  equitable,  adjust  any or all of (i) the number and kind of shares
which may  thereafter  be issued  under the Plan,  (ii) the  number  and kind of
shares, other securities or other consideration issued or issuable in respect of
outstanding Awards, and (iii) the exercise price, grant price, or purchase price
relating to any Award;  provided,  however,  in each case that,  with respect to
ISOs,  such  adjustment  shall be made in accordance  with Section 424(a) of the
Code, unless the Committee determines otherwise.  In addition,  the Committee is
authorized to make  adjustments in the terms and conditions of, and the criteria
and  performance  objectives,  if any,  included in,  Awards in  recognition  of
unusual or non-recurring events (including, without limitation, events described
in the preceding  sentence) affecting the Company or any Subsidiary or Affiliate
or the financial statements of the Company or any Subsidiary or Affiliate, or in
response to changes in applicable laws,  regulations,  or accounting principles;
provided,  however,  that, if an Award Agreement  specifically so provides,  the
Committee  shall not have  discretion  to  increase  the amount of  compensation
payable under the Award to the extent such an increase  would cause the Award to
lose its qualification as performance-based compensation for purposes of Section
162(m)(4)(C) of the Code and the regulations thereunder.

(d) Any Shares  distributed  pursuant  to an Award may  consist,  in whole or in
part, of authorized  and unissued  Shares or treasury  Shares  including  Shares
acquired by purchase in the open market or in private transactions.

5. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this
Section 5. In addition,  the  Committee  may impose on any Award or the exercise
thereof,  at the date of grant or  thereafter  (subject to Section  8(d)),  such
additional  terms and conditions,  not  inconsistent  with the provisions of the
Plan, as the Committee shall determine,  including terms regarding forfeiture of
Awards or  continued  exercisability  of Awards in the event of  termination  of
service by the Eligible Person.

(b) Options. The Committee is authorized to grant Options, which may be NQSOs or
ISOs, to Eligible Persons on the following terms and conditions:

(i) Exercise  Price.  The exercise price per Share  purchasable  under an Option
shall be determined by the Committee; provided, however, that the exercise price
per Share of an Option  shall not be less than the Fair Market  Value of a Share
on the date of grant of the Option. The Committee may, without  limitation,  set
an exercise  price that is based upon  achievement  of  performance  criteria if
deemed appropriate by the Committee.

(ii) Option Term.  The term of each Option shall be determined by the Committee;
provided,  however,  that such term shall not be longer  than ten years from the
date of grant of the Option.

(iii) Time and Method of Exercise.  The Committee shall determine at the date of
grant or  thereafter  the time or times at which an Option may be  exercised  in
whole or in part (including, without limitation, upon achievement of performance
criteria  if deemed  appropriate  by the  Committee),  the methods by which such
exercise price may be paid or deemed to be paid (including,  without limitation,
broker-assisted  exercise  arrangements),  the form of such payment  (including,
without limitation,  cash, Shares, notes or other property),  and the methods by
which Shares will be  delivered  or deemed to be delivered to Eligible  Persons;
provided,  however,  that in no event may any portion of the  exercise  price be
paid with Shares acquired  either under an Award granted  pursuant to this Plan,
upon exercise of a stock option granted under another Company plan or as a stock
bonus or other stock award  granted under  another  Company plan unless,  in any
such case,  the Shares were  acquired and vested more than six months in advance
of the date of exercise.

(iv)  ISOs.  The terms of any ISO  granted  under the Plan  shall  comply in all
respects  with the  provisions  of Section  422 of the Code,  including  but not
limited to the  requirement  that the ISO shall be granted within ten years from
the earlier of the date of adoption or  shareholder  approval of the Plan.  ISOs
may only be granted to employees of the Company or a Subsidiary  or to employees
of an entity that is treated as the Company or a Subsidiary under the Code.

(c) SARs. The Committee is authorized to grant SARs (Share Appreciation  Rights)
to Eligible Persons on the following terms and conditions:

(i) Right to Payment.  A SAR shall confer on the  Eligible  Person to whom it is
granted a right to receive  with  respect to each Share  subject  thereto,  upon
exercise  thereof,  the excess of (1) the Fair Market  Value of one Share on the
date of exercise  (or, if the  Committee  shall so  determine in the case of any
such right,  the Fair  Market  Value of one Share at any time during a specified
period  before or after the date of exercise)  over (2) the  exercise  price per
Share of the SAR as  determined  by the Committee as of the date of grant of the
SAR (which shall not be less than the Fair Market Value per Share on the date of
grant of the SAR and,  in the case of a SAR  granted  in tandem  with an Option,
shall be equal to the exercise price of the underlying Option).

(ii)  Other  Terms.  The  Committee  shall  determine,  at the  time of grant or
thereafter,  the time or times  at which a SAR may be  exercised  in whole or in
part  (which  shall not be more  than ten  years  after the date of grant of the
SAR),  the  method of  exercise,  method of  settlement,  form of  consideration
payable in settlement,  method by which Shares will be delivered or deemed to be
delivered to Eligible Persons,  whether or not a SAR shall be in tandem with any
other Award, and any other terms and conditions of any SAR. Unless the Committee
determines otherwise, a SAR (1) granted in tandem with an NQSO may be granted at
the time of grant of the related NQSO or at any time  thereafter and (2) granted
in tandem  with an ISO may only be granted  at the time of grant of the  related
ISO.

(d) Restricted Shares. The Committee is authorized to grant Restricted Shares to
Eligible Persons on the following terms and conditions:

(i)  Issuance  and  Restrictions.  Restricted  Shares  shall be  subject to such
restrictions on transferability and other restrictions, if any, as the Committee
may  impose at the date of grant or  thereafter,  which  restrictions  may lapse
separately or in combination at such times, under such circumstances (including,
without  limitation,   upon  achievement  of  performance   criteria  if  deemed
appropriate  by the  Committee),  in such  installments,  or  otherwise,  as the
Committee  may  determine.  Except  to the  extent  restricted  under  the Award
Agreement  relating  to  the  Restricted  Shares,  an  Eligible  Person  granted
Restricted  Shares  shall  have all of the  rights of a  shareholder  including,
without limitation, the right to vote Restricted Shares and the right to receive
dividends  thereon.   If  the  lapse  of  restrictions  is  conditioned  on  the
achievement of performance criteria, the Committee shall select the criterion or
criteria from the list of criteria set forth in Section  5(f)(i).  The Committee
must  certify  in  writing  prior to the lapse of  restrictions  conditioned  on
achievement of performance  criteria that such performance criteria were in fact
satisfied.

(ii) Forfeiture. Except as otherwise determined by the Committee, at the date of
grant  or  thereafter,   upon  termination  of  service  during  the  applicable
restriction  period,  Restricted  Shares and any accrued but unpaid dividends or
Dividend  Equivalents  that are at that time  subject to  restrictions  shall be
forfeited;  provided,  however,  that  the  Committee  may  provide,  by rule or
regulation or in any Award  Agreement,  or may determine in any individual case,
that restrictions or forfeiture conditions relating to Restricted Shares will be
waived in whole or in part in the event of terminations resulting from specified
causes,  and the  Committee  may in  other  cases  waive in whole or in part the
forfeiture of Restricted Shares.

(iii)  Certificates for Shares.  Restricted Shares granted under the Plan may be
evidenced  in such manner as the  Committee  shall  determine.  If  certificates
representing  Restricted  Shares  are  registered  in the  name of the  Eligible
Person,  such  certificates  shall bear an appropriate  legend  referring to the
terms,  conditions,  and restrictions  applicable to such Restricted Shares, and
the Company shall retain physical possession of the certificate.

(iv) Dividends.  Dividends paid on Restricted Shares shall be either paid at the
dividend payment date, or deferred for payment to such date as determined by the
Committee, in cash or in unrestricted Shares having a Fair Market Value equal to
the amount of such  dividends.  Shares  distributed  in connection  with a Share
split or dividend in Shares, and other property distributed as a dividend, shall
be subject to  restrictions  and a risk of  forfeiture to the same extent as the
Restricted  Shares with respect to which such Shares or other  property has been
distributed.

(e)  Restricted  Share Units.  The Committee is  authorized to grant  Restricted
Share Units to Eligible Persons, subject to the following terms and conditions:

(i) Award and Restrictions. Delivery of Shares or cash, as the case may be, will
occur upon  expiration of the deferral  period  specified for  Restricted  Share
Units by the  Committee  (or, if permitted by the  Committee,  as elected by the
Eligible Person).  In addition,  Restricted Share Units shall be subject to such
restrictions as the Committee may impose, if any (including, without limitation,
the achievement of performance criteria if deemed appropriate by the Committee),
at the  date of  grant  or  thereafter,  which  restrictions  may  lapse  at the
expiration  of the  deferral  period or at  earlier  or later  specified  times,
separately or in combination, in installments or otherwise, as the Committee may
determine.  If the lapse of  restrictions  is conditioned on the  achievement of
performance criteria,  the Committee shall select the criterion or criteria from
the list of criteria set forth in Section 5(f)(i). The Committee must certify in
writing prior to the lapse of  restrictions  conditioned  on the  achievement of
performance criteria that such performance criteria were in fact satisfied.

(ii)  Forfeiture.  Except as otherwise  determined  by the  Committee at date of
grant or thereafter,  upon  termination of service (as determined under criteria
established by the Committee)  during the applicable  deferral period or portion
thereof to which forfeiture conditions apply (as provided in the Award Agreement
evidencing  the  Restricted  Share Units),  or upon failure to satisfy any other
conditions  precedent to the delivery of Shares or cash to which such Restricted
Share Units relate,  all Restricted Share Units that are at that time subject to
deferral  or  restriction  shall  be  forfeited;  provided,  however,  that  the
Committee may provide,  by rule or regulation or in any Award Agreement,  or may
determine in any individual  case, that  restrictions  or forfeiture  conditions
relating  to  Restricted  Share  Units will be waived in whole or in part in the
event of termination  resulting from specified causes,  and the Committee may in
other cases waive in whole or in part the forfeiture of Restricted Share Units.

(f)  Performance  Shares and Performance  Units.  The Committee is authorized to
grant Performance Shares or Performance Units or both to Eligible Persons on the
following terms and conditions:

(i) Performance  Period. The Committee shall determine a performance period (the
"Performance  Period") of one or more years or other periods and shall determine
the  performance  objectives  for grants of Performance  Shares and  Performance
Units.  Performance  objectives may vary from Eligible Person to Eligible Person
and shall be based upon one or more of the following performance criteria as the
Committee  may deem  appropriate:  appreciation  in value of the  Shares;  total
shareholder  return;  earnings per share;  earnings per share growth;  operating
income; net income; pro forma net income; return on equity; return on designated
assets;  return on capital;  economic  value added;  earnings;  earnings  before
interest,  depreciation and amortization;  revenues;  revenue growth;  expenses;
operating profit margin;  operating cash flow;  gross profit margin;  net profit
margin;  or any of the  above  criteria  as  compared  to the  performance  of a
published or special index deemed  applicable by the Committee,  including,  but
not  limited  to,  the  Standard  & Poor's  500  Stock  Index.  The  performance
objectives may be determined by reference to the performance of the Company,  or
of a Subsidiary or Affiliate,  or of a division or unit of any of the foregoing.
Performance   Periods  may  overlap  and   Eligible   Persons  may   participate
simultaneously  with respect to  Performance  Shares and  Performance  Units for
which different Performance Periods are prescribed.

(ii) Award Value. At the beginning of a Performance  Period, the Committee shall
determine for each Eligible Person or group of Eligible  Persons with respect to
that  Performance  Period the range of number of Shares,  if any, in the case of
Performance  Shares,  and the range of  dollar  values,  if any,  in the case of
Performance  Units,  which  may be  fixed or may vary in  accordance  with  such
performance or other criteria specified by the Committee, which shall be paid to
an Eligible  Person as an Award if the relevant  measure of Company  performance
for the  Performance  Period is met. The Committee  must certify in writing that
the applicable  performance  criteria were satisfied  prior to payment under any
Performance Shares or Performance Units.

(iii)  Significant  Events.  If during the course of a Performance  Period there
shall  occur  significant  events  as  determined  by the  Committee  which  the
Committee expects to have a substantial effect on a performance objective during
such period, the Committee may revise such objective;  provided,  however, that,
if an Award  Agreement so provides,  the Committee shall not have any discretion
to increase  the amount of  compensation  payable  under the Award to the extent
such  an  increase  would  cause  the  Award  to  lose  its   qualification   as
performance-based  compensation for purposes of Section 162(m)(4)(C) of the Code
and the regulations thereunder.

(iv) Forfeiture. Except as otherwise determined by the Committee, at the date of
grant  or  thereafter,   upon  termination  of  service  during  the  applicable
Performance  Period,  Performance  Shares  and  Performance  Units for which the
Performance Period was prescribed shall be forfeited;  provided,  however,  that
the Committee may provide,  by rule or regulation or in any Award Agreement,  or
may determine in an individual case, that restrictions or forfeiture  conditions
relating to Performance  Shares and Performance Units will be waived in whole or
in part in the event of terminations  resulting from specified  causes,  and the
Committee  may in other  cases  waive in  whole  or in part  the  forfeiture  of
Performance Shares and Performance Units.

(v) Payment.  Each  Performance  Share or Performance  Unit may be paid in whole
Shares,  or cash,  or a  combination  of  Shares  and cash  either as a lump sum
payment or in installments, all as the Committee shall determine, at the time of
grant of the Performance  Share or Performance Unit or otherwise,  commencing as
soon as  practicable  after  the end of the  relevant  Performance  Period.  The
Committee must certify in writing prior to the payment of any Performance  Share
or Performance Unit that the performance objectives and any other material terms
were in fact satisfied.

(g)  Dividend  Equivalents.  The  Committee  is  authorized  to  grant  Dividend
Equivalents to Eligible Persons. The Committee may provide, at the date of grant
or  thereafter,  that Dividend  Equivalents  shall be paid or  distributed  when
accrued or shall be deemed to have been  reinvested  in  additional  Shares,  or
other investment vehicles as the Committee may specify; provided,  however, that
Dividend  Equivalents  (other than freestanding  Dividend  Equivalents) shall be
subject to all conditions  and  restrictions  of the underlying  Awards to which
they relate.

(h)  Other  Share-Based   Awards.  The  Committee  is  authorized,   subject  to
limitations under applicable law, to grant to Eligible Persons such other Awards
that may be  denominated  or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Shares,  as deemed by the Committee to
be  consistent  with the purposes of the Plan,  including,  without  limitation,
unrestricted  shares  awarded  purely  as a  "bonus"  and  not  subject  to  any
restrictions  or  conditions,  other rights  convertible  or  exchangeable  into
Shares,  purchase  rights for Shares,  Awards with value and payment  contingent
upon  performance  of  the  Company  or  any  other  factors  designated  by the
Committee,  and Awards  valued by  reference  to the  performance  of  specified
Subsidiaries  or  Affiliates.  The  Committee  shall  determine  the  terms  and
conditions  of such  Awards  at date of grant or  thereafter.  Shares  delivered
pursuant  to an Award in the  nature of a  purchase  right  granted  under  this
Section 5(h) shall be purchased for such consideration,  paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Shares,
notes or other property,  as the Committee shall determine.  Cash awards,  as an
element  of or  supplement  to any other  Award  under the Plan,  shall  also be
authorized pursuant to this Section 5(h).

6.       Certain Provisions Applicable to Awards.

(a) Stand-Alone,  Additional, Tandem and Substitute Awards. Awards granted under
the Plan may, in the discretion of the Committee, be granted to Eligible Persons
either alone or in addition to, in tandem with,  or in exchange or  substitution
for, any other Award granted under the Plan or any award granted under any other
plan or agreement of the Company,  any Subsidiary or Affiliate,  or any business
entity to be acquired by the Company or a Subsidiary or Affiliate,  or any other
right  of an  Eligible  Person  to  receive  payment  from  the  Company  or any
Subsidiary or Affiliate.  Awards may be granted in addition to or in tandem with
such other Awards or awards, and may be granted either as of the same time as or
a different  time from the grant of such other Awards or awards.  Subject to the
provisions of Section 3(e) hereof  prohibiting  Option and SAR repricing without
shareholder approval, the per Share exercise price of any Option, grant price of
any SAR, or purchase  price of any other  Award  conferring  a right to purchase
Shares which is granted,  in connection with the  substitution of awards granted
under any other plan or agreement of the Company or any  Subsidiary or Affiliate
or any  business  entity to be  acquired  by the  Company or any  Subsidiary  or
Affiliate, shall be determined by the Committee, in its discretion.

(b) Term of Awards.  The term of each Award granted to an Eligible  Person shall
be for such period as may be determined  by the  Committee;  provided,  however,
that in no event  shall  the term of any  Option  or SAR  exceed a period of ten
years from the date of its grant.

(c) Form of  Payment  Under  Awards.  Subject  to the  terms of the Plan and any
applicable Award  Agreement,  payments to be made by the Company or a Subsidiary
or Affiliate upon the grant, maturation,  or exercise of an Award may be made in
such forms as the Committee  shall determine at the date of grant or thereafter,
including, without limitation, cash, Shares, notes or other property, and may be
made in a single payment or transfer,  in installments,  or on a deferred basis.
The Committee may make rules relating to  installment or deferred  payments with
respect to Awards, including the rate of interest to be credited with respect to
such payments,  and the Committee may require deferral of payment under an Award
if, in the sole judgment of the Committee, it may be necessary in order to avoid
nondeductibility of the payment under Section 162(m) of the Code.

(d) Nontransferability.  Unless otherwise set forth by the Committee in an Award
Agreement, Awards shall not be transferable by an Eligible Person except by will
or the laws of  descent  and  distribution  (except  pursuant  to a  Beneficiary
designation) and shall be exercisable  during the lifetime of an Eligible Person
only by such  Eligible  Person  or his  guardian  or  legal  representative.  An
Eligible  Person's  rights  under  the  Plan  may  not  be  pledged,  mortgaged,
hypothecated, or otherwise encumbered, and shall not be subject to claims of the
Eligible Person's creditors.

(e)  Noncompetition.  The  Committee  may,  by way of the  Award  Agreements  or
otherwise,   establish  such  other  terms,   conditions,   restrictions  and/or
limitations,  if any, of any Award,  provided they are not inconsistent with the
Plan,  including,  without limitation,  the requirement that the Participant not
engage in competition with the Company.

7. Change of Control Provisions.

(a) Acceleration of Exercisability  and Lapse of Restrictions.  Unless otherwise
provided  by the  Committee  at the time of the Award  grant,  in the event of a
Change of Control,  (i) all outstanding Awards pursuant to which the Participant
may have rights the  exercise of which is  restricted  or limited,  shall become
fully exercisable immediately prior to the time of the Change of Control so that
the Shares subject to the Award will be entitled to participate in the Change of
Control  transaction,  and (ii)  unless  the right to lapse of  restrictions  or
limitations  is waived or deferred  by a  Participant  prior to such lapse,  all
restrictions  or  limitations  (including  risks of forfeiture and deferrals) on
outstanding  Awards subject to restrictions or limitations  under the Plan shall
lapse,  and all performance  criteria and other  conditions to payment of Awards
under which payments of cash, Shares or other property are subject to conditions
shall be deemed to be achieved or  fulfilled  and shall be waived by the Company
immediately  prior to the  time of the  Change  of  Control  so that the  Shares
subject to the Award will be  entitled to  participate  in the Change of Control
transaction.

(b) Definition of Change of Control.  For purposes of this Section 7, "Change of
Control" shall mean:

(i)  a  merger,  consolidation  or  reorganization  approved  by  the  Company's
stockholders,  unless  securities  representing more than fifty percent (50%) of
the total  combined  voting  power of the  voting  securities  of the  successor
corporation  are  immediately   thereafter   beneficially  owned,   directly  or
indirectly  and  in  substantially  the  same  proportion,  by the  persons  who
beneficially owned the Company's outstanding voting securities immediately prior
to such transaction;

(ii)  any   stockholder-approved   transfer  or  other  disposition  of  all  of
substantially all of the Company's assets; or

(iii) the acquisition after the Effective Date,  directly or indirectly,  by any
person or related  group of persons  (other  than the  Company or a person  that
directly or indirectly  controls,  is controlled  by, or is under common control
with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of
the Exchange Act) of securities  possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities.

8. General Provisions.

(a) Compliance with Legal and Trading  Requirements.  The Plan, the granting and
exercising of Awards thereunder,  and the other obligations of the Company under
the Plan and any Award  Agreement,  shall be subject to all applicable  federal,
state and foreign  laws,  rules and  regulations,  and to such  approvals by any
regulatory  or  governmental  agency as may be  required.  The  Company,  in its
discretion,  may  postpone  the  issuance or delivery of Shares  under any Award
until completion of such stock exchange or market system listing or registration
or  qualification  of such Shares or other  required  action  under any state or
federal law, rule or regulation as the Company may consider appropriate, and may
require  any  Participant  to  make  such   representations   and  furnish  such
information as it may consider  appropriate  in connection  with the issuance or
delivery of Shares in compliance with applicable laws, rules and regulations. No
provisions of the Plan shall be interpreted or construed to obligate the Company
to register any Shares under  federal,  state or foreign law. The Shares  issued
under  the Plan  may be  subject  to such  other  restrictions  on  transfer  as
determined by the Committee.

(b) No Right to Continued Employment or Service. Neither the Plan nor any action
taken  thereunder  shall be  construed  as giving any  employee,  consultant  or
director the right to be retained in the employ or service of the Company or any
of its  Subsidiaries  or Affiliates,  nor shall it interfere in any way with the
right of the Company or any of its  Subsidiaries  or Affiliates to terminate any
employee's, consultant's or director's employment or service at any time.

(c) Taxes.  The Company or any Subsidiary or Affiliate is authorized to withhold
from any  Award  granted,  any  payment  relating  to an Award  under  the Plan,
including from a distribution  of Shares,  or any payroll or other payment to an
Eligible  Person,  amounts of withholding and other taxes due in connection with
any  transaction  involving  an  Award,  and to take  such  other  action as the
Committee  may deem  advisable  to enable the  Company and  Eligible  Persons to
satisfy  obligations  for  the  payment  of  withholding  taxes  and  other  tax
obligations  relating to any Award.  This authority  shall include  authority to
withhold  or  receive  Shares or other  property  and to make cash  payments  in
respect  thereof  in  satisfaction  of an  Eligible  Person's  tax  obligations;
provided,  however,  that the  amount  of tax  withholding  to be  satisfied  by
withholding  Shares shall be limited to the minimum  amount of taxes,  including
employment taxes,  required to be withheld under applicable  Federal,  state and
local law.

(d)  Changes  to the Plan and  Awards.  The Board  may  amend,  alter,  suspend,
discontinue,  or terminate the Plan or the Committee's authority to grant Awards
under  the  Plan  without  the  consent  of   shareholders  of  the  Company  or
Participants,  except that (i) any such amendment or alteration as it applies to
ISOs shall be subject  to the  approval  of the  Company's  shareholders  to the
extent such shareholder  approval is required under Section 422 of the Code, and
(ii) any such amendment or  alternation  shall be subject to the approval of the
Company's shareholders to the extent such shareholder approval is required under
the rules of any  stock  exchange  or  automated  quotation  system on which the
Shares  may then be listed or  quoted;  provided,  however,  that,  without  the
consent  of an  affected  Participant,  no  amendment,  alteration,  suspension,
discontinuation,  or termination of the Plan may materially and adversely affect
the rights of such  Participant  under any Award  theretofore  granted to him or
her. The Committee may waive any conditions or rights under, amend any terms of,
or amend,  alter,  suspend,  discontinue  or  terminate,  any Award  theretofore
granted, prospectively or retrospectively;  provided, however, that, without the
consent of a Participant, no amendment, alteration, suspension,  discontinuation
or termination  of any Award may  materially and adversely  affect the rights of
such Participant under any Award theretofore granted to him or her.

(e) No Rights to Awards;  No Shareholder  Rights. No Eligible Person or employee
shall have any claim to be  granted  any Award  under the Plan,  and there is no
obligation  for uniformity of treatment of Eligible  Persons and  employees.  No
Award shall confer on any Eligible  Person any of the rights of a shareholder of
the  Company  unless and until  Shares  are duly  issued or  transferred  to the
Eligible Person in accordance with the terms of the Award.

(f) Unfunded Status of Awards.  The Plan is intended to constitute an "unfunded"
plan for incentive compensation.  With respect to any payments not yet made to a
Participant  pursuant to an Award,  nothing  contained  in the Plan or any Award
shall give any such  Participant  any rights  that are  greater  than those of a
general  creditor of the Company;  provided,  however,  that the  Committee  may
authorize  the  creation  of  trusts  or make  other  arrangements  to meet  the
Company's  obligations under the Plan to deliver cash, Shares,  other Awards, or
other property pursuant to any Award,  which trusts or other  arrangements shall
be  consistent  with the  "unfunded"  status of the Plan  unless  the  Committee
otherwise determines with the consent of each affected Participant.

(g)  Nonexclusivity  of the Plan.  Neither the adoption of the Plan by the Board
nor its  submission  to the  shareholders  of the Company for approval  shall be
construed  as creating any  limitations  on the power of the Board to adopt such
other  incentive  arrangements  as it may  deem  desirable,  including,  without
limitation,  the granting of options and other awards  otherwise  than under the
Plan,  and such  arrangements  may be  either  applicable  generally  or only in
specific cases.

(h) Not  Compensation  for Benefit Plans. No Award payable under this Plan shall
be deemed salary or compensation for the purpose of computing benefits under any
benefit  plan  or  other  arrangement  of the  Company  for the  benefit  of its
employees,   consultants  or  directors   unless  the  Company  shall  determine
otherwise.

(i) No  Fractional  Shares.  No  fractional  Shares shall be issued or delivered
pursuant to the Plan or any Award.  The Committee shall determine  whether cash,
other  Awards,  or  other  property  shall  be  issued  or  paid in lieu of such
fractional  Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.

(j) Governing Law. The validity, construction, and effect of the Plan, any rules
and  regulations  relating  to the  Plan,  and  any  Award  Agreement  shall  be
determined  in  accordance  with the laws of New York without  giving  effect to
principles of conflict of laws thereof.

(k) Effective  Date;  Plan  Termination.  The Plan shall become  effective as of
December 3, 2003 (the "Effective Date"), subject to approval by the shareholders
of the Company.  The Plan shall  terminate as to future awards on the date which
is ten (10) years after the Effective Date.

(l) Titles and Headings. The titles and headings of the sections in the Plan are
for convenience of reference only. In the event of any conflict, the text of the
Plan, rather than such titles or headings, shall control.