MORRISON KNUDSEN CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (this "Agreement"), dated as of January 20, 1999, is made by and between Morrison Knudsen Corporation, a Delaware corporation...

 
                                                                   EXHIBIT 10.26

                                        
                          XXXXXXXX XXXXXXX CORPORATION
                     AMENDED AND RESTATED STOCK OPTION PLAN

                      NONQUALIFIED STOCK OPTION AGREEMENT

     THIS AGREEMENT (this "Agreement"), dated as of January 20, 1999, is made by
and between Xxxxxxxx Xxxxxxx Corporation, a Delaware corporation hereinafter
referred to as "Company," and XXXXXX X. XXXXXXXX, an employee of the Company or
Subsidiary of the Company, hereinafter referred to as "Optionee":

     WHEREAS, the Company wishes to afford the Optionee the opportunity to
purchase shares of its $.01 par value Common Stock; and

     WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined),
the terms of which are hereby incorporated herein by reference and made a part
hereof; and

     WHEREAS, the execution of a Nonqualified Stock Option Agreement in the form
hereof has been duly authorized by a resolution of the Board of Directors of the
Company duly adopted on January 20, 1999, and incorporated herein by reference;
and

     WHEREAS, this Option is intended to be a nonqualified stock option and
shall not be treated as an "incentive stock option" within the meaning of that
term under Section 422 of the Code;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

                                   ARTICLE I
                                        
                                  DEFINITIONS
                                        
     Wherever the following terms are used in this Agreement with initial
capital letters, they shall have the meanings specified in the Plan unless the
context clearly indicates otherwise.

Section 1.1 - Beneficiary
Section 1.2 - Code
Section 1.3 - Common Stock
Section 1.4 - Company
Section 1.5 - Employee
Section 1.6 - Exchange Act
Section 1.7 - Fair Market Value
Section 1.8 - Subsidiary
Section 1.9 - Termination of Employment

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