1995 LONG-TERM INCENTIVE PLAN
(Amended and Restated as of November 1998)
Section 1. Purpose
The purpose of the CustomTracks Corporation 1995 Long-Term Incentive Plan (hereinafter called the "Plan") is
to advance the interests of CustomTracks Corporation (hereinafter called the "Company") by strengthening the
ability of the Company to attract, on its behalf and on behalf of its Subsidiaries (as hereinafter defined), and retain
personnel of high caliber through encouraging a sense of proprietorship by means of stock ownership.
Section 2. Definitions
"Award" shall mean a grant or award under Section 6 through 9, inclusive, of the Plan, as evidenced in a written
document delivered to a Participant as provided in Section 10(b).
"Board of Directors" 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 a committee of the Board of Directors comprised of at least two directors. Members of
the Committee shall be selected by the Board of Directors. To the extent necessary to comply with the
requirements of Rule 16b-3, the Committee shall consist of two or more Disinterested Directors. Also, if the
requirements of (S)162(m) of the Code are intended to be met, the Committee shall consist of two or more
"outside directors" within the meaning of (S)162(m) of the Code.
"Common Stock" shall mean the Common Stock of the Company, par value $.01 per share.
"Date of Grant" shall mean the date on which an Award is made pursuant to this Plan.
"Designated Beneficiary" shall mean the beneficiary designated by the Participant, in a manner determined by the
Committee, to receive amounts due the Participant in the event of the Participant's death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean the Participant's estate.
"Disinterested Director" shall mean a director who is not, during the one year prior to service as