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                                                                   Exhibit 10.5


                                                   Restated to September 4, 2002


                              CONCORD CAMERA CORP.

                              AMENDED AND RESTATED
                     1995 ANNUAL INCENTIVE COMPENSATION PLAN


                               ARTICLE I. PURPOSES

The purposes of the Amended and Restated 1995 Annual Incentive Compensation
Plan, as amended through September 4, 2002, effective as of June 30, 2002 (the
"Plan"), are to: (i) foster increased efforts by officers who are designated as
key executives of Concord Camera Corp. (the "Corporation"), by giving them a
financial interest in the performance of the Corporation; (ii) provide
supplementary compensation to these key members of management, determined on an
individual basis, for significant contributions to the Corporation; and (iii)
enable the Corporation to obtain and retain the services of talented and
dedicated executive officers and consultants.


                             ARTICLE II. DEFINITIONS

Whenever the following terms are used in this Plan, they shall have the meaning
specified below:

"Annual Salary" means the monthly salary or consulting fee earned by the person
for the last month of the Relevant Fiscal Year, multiplied by twelve.

"Common Stockholders' Equity" shall mean the total of capital stock, capital
surplus and retained earnings as reflected in the Corporation's consolidated
balance sheet for the Relevant Fiscal Year.

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

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

"Committee" shall mean the Compensation and Stock Option Committee of the Board.

"Common Stock" shall mean the Corporation's common stock, no par value.

"Corporate Officer" shall mean an officer who has been designated by the Board
as an "executive officer" of the Corporation and as an "officer" for purposes of
Section 16 of the Exchange Act.

"Deferred Account" or "Accounts" shall mean the account established on the books
of the Corporation for a Grantee, and which is composed of Elective Deferral
Accounts (for Incentive Awards, or portions of such awards, that Corporate
Officer Grantees have elected to defer pursuant to Section 7.1) and Non-Elective
Deferral Accounts (for the Incentive Awards that have in part been deferred by
the Committee pursuant to Section 6.3).


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"Disability" shall mean permanent and total disability as defined by the
Corporation's employee welfare benefit plan offering a long term disability
benefit, or, if no such benefit is offered, shall mean the absence of the
individual from his duties with the Corporation on a full time basis for 180
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Corporation or its insurers and reasonably acceptable to the individual or
the individual's legal guardian.

"Earnings After Income Taxes" shall mean "Income (Loss) from Operations After
Provision for Income Taxes" as shown in the Consolidated Statements of
Operations in the Annual Report to the SEC on Form 10-K, as adjusted by the
Committee pursuant to the provisions of Section 5.6 of the Plan.

"Earnings Before Interest, Taxes, Depreciation and Amortization" or "EBITDA"
shall mean "Earnings" before "Interest", "Taxes", "Depreciation" and
"Amortization" as those amounts are reflected in the Corporation's financial
statements, and as adjusted by the Committee pursuant to Section 5.7 of the
Plan.

"Elective Deferral Account" means the account that is credited with any
Incentive Award, or a portion thereof, which is electively deferred by a
Corporate Officer Grantee pursuant to Section 7.1 hereof.

"Eligible Executive" shall mean those persons described in Article IV hereof.

"Employee" shall mean a common law employee (as defined in accordance with the
regulations and Revenue Rulings then applicable under Section 3401(c) of the
Code) of the Corporation.

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

"Executive Session" shall mean a meeting at which only Independent Directors are
present.

"Grantee" shall mean a Participant to whom an Incentive Award has been awarded
under the Plan.

"Incentive Award" shall mean an award of a specified dollar amount granted by
the Board or the Committee to a Participant.

"Incentive Fund" shall mean the amount made available for Incentive Awards with
respect to the Relevant Fiscal Year.

"Incentive Fund Multiple" shall mean the number established under the Plan
pursuant to Section 5.3.

"Independent Director" means a member of the Board who is an "independent
director" as defined in the applicable Nasdaq stock market rules, as such rules
may be amended from time to time.

"Non-Elective Deferral Account" means the account that is credited with any
Incentive Award or a portion thereof, to a Grantee which is deferred by the
Committee pursuant to Section 6.3 hereof.


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"Participant" shall mean the Chief Executive Officer ("CEO") and each other
Eligible Executive (collectively, the "Participants") determined to be key
executives of the Corporation and thus selected, pursuant to Article IV, to
participate in the Plan for the Relevant Fiscal Year.

"Plan" shall mean this Plan, as amended from time to time.

"Relevant Fiscal Year" shall mean the particular fiscal year for which a given
Incentive Award is being calculated or awarded, or for which some other
determination is being made related to the calculation or award of an Incentive
Award.

"Retirement" shall mean any normal or early retirement pursuant to the terms of
any pension, profit sharing or 401(k) plan, or policy of the Corporation that is
applicable to such person at the time of his Termination of Service.

"Return on Equity" for a Relevant Fiscal Year shall mean the Earnings After
Income Taxes of the Corporation divided by the Common Stockholders' Equity at
the beginning of such fiscal year.

"Terminate (Termination of) Service (or Termination)" shall mean the time at
which the person ceases to provide services to the Corporation as an Employee
for any reason or for no reason and regardless of the circumstances surrounding
the termination, but shall not include a lapse in providing services which the
Committee determines to be a temporary leave of absence.

"Tentative Fund" means an amount determined in accordance with Section 5.3
hereof, and which is used to determine the amount of the Incentive Fund.

"Threshold Goal" shall have the meaning as set for in Section 5.2 hereof.


                           ARTICLE III. ADMINISTRATION

The Plan shall be administered by the Committee, which shall be comprised solely
of Independent Directors who also qualify as "outside directors" within the
meaning of Section 162(m) of the Code. The Committee shall hold meetings at such
times as may be necessary for the proper administration of the Plan and shall
keep minutes of its meetings. A majority of the Committee shall constitute a
quorum and a majority of the quorum may authorize any action of the Committee.
No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan. All
members of the Committee shall be indemnified by the Corporation with respect to
any such action, determination or interpretation to the fullest extent permitted
by law.

Unless otherwise determined by the Board and subject to the provisions of the
Plan, the Committee shall have the authority, in its absolute discretion, to:
(i) determine the size of the Incentive Fund for each fiscal year, (ii)
determine the duration and purposes for leaves of absence which may be granted
to a Participant or Grantee without constituting a Termination of Service for
purposes of the Plan; (iii) adopt, amend and rescind such rules and regulations
as, in its opinion, may be advisable in the administration of the Plan; and (iv)
construe and interpret the Plan, the rules and regulations promulgated under the
Plan, and make all other determinations deemed necessary or advisable for the
administration of the Plan; provided, however, that with respect to those
Participants other than the CEO of the Corporation and any family members of the
CEO, the Committee may delegate to the CEO all or any part of its authority as
set forth in (ii) through (iv) above. All references in the Plan to the power of
the CEO to act for the Committee shall be applicable only to the extent
consistent with the forgoing provision. All decisions, determinations and
interpretations of the Committee, or the CEO, shall be final and binding,
subject only to approval by the Board.


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The provisions of this Article III shall survive any termination of the Plan.


                    ARTICLE IV. ELIGIBILITY AND PARTICIPATION

"Eligible Executives" shall mean all Corporate Officers who are employed by the
Corporation or consultants retained on a regular basis to perform consulting
services to the Corporation; provided, however, that such persons must be
employed by the Corporation or providing services to the Corporation: (i)
throughout the entire last quarter of the Relevant Fiscal Year, and (ii) on the
date the Incentive Awards for the Relevant Fiscal Year are determined. A person
who is otherwise an Eligible Executive shall not be disqualified from
participation in the Plan by virtue of being a director of the Corporation.

Within 90 days after the commencement of the Relevant Fiscal Year, or before the
end of the Relevant Fiscal Year for any Eligible Executive whose employment
commenced after the first day of the Relevant Fiscal Year, the CEO, in his sole
discretion, will determine which Eligible Executives are key executives and thus
will be Participants in the Plan for the Relevant Fiscal Year, provided each
such individual remains an Eligible Executive.


                            ARTICLE V. INCENTIVE FUND

5.1 Creation of Incentive Fund. As soon as practicable following the preparation
by the Corporation of an unaudited balance sheet and unaudited income statement
for a Relevant Fiscal Year, the Committee shall create an Incentive Fund with
respect to the Relevant Fiscal Year if, and only if, the Return on Equity for
the Relevant Fiscal Year is equal to or exceeds the goal for such fiscal year
(the "Threshold Goal") as specified herein in Section 5.2, unless the Board, in
its sole discretion, waives the Threshold Goal for that fiscal year.

5.2 Threshold Goal. The Threshold Goal for the fiscal year beginning on June 30,
2002 and ending on June 28, 2003 ("Fiscal Year 2003") has been waived by the
Board. In each Relevant Fiscal Year thereafter, the Committee shall determine,
subject to approval by the Board, the Threshold Goal with respect to each
Relevant Fiscal Year. The Threshold Goal for each Relevant Fiscal Year after
Fiscal Year 2003 shall be determined and reduced to writing by the Committee
within the first 90 days of such Relevant Fiscal Year and shall be subject to
approval by the Board at the first meeting of the Board to follow such
determination. For each Relevant Fiscal Year after Fiscal Year 2003, if the
Return on Equity for the Relevant Fiscal Year is less than the Threshold Goal
for such fiscal year, then no Incentive Fund shall be created for the Relevant
Fiscal Year, except as provided for in Section 5.4 hereof or unless the Board
waives the Threshold Goal for that fiscal year pursuant to Section 5.1.

5.3 Amount of Tentative Fund. If the Return on Equity for a Relevant Fiscal Year
(as per the unaudited financial statements) is equal to or exceeds the Threshold
Goal for that fiscal year (or if it is waived by the Board pursuant to Section
5.1), except as provided in Section 5.4 hereof, then the Committee will create a
tentative incentive fund (the "Tentative Fund") equal to:


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         (i) the product of (a) multiplied by (b), as follows:

                  (a) The "Incentive Fund Multiple" as defined herein,

                                            times (X)
                                            ---------

                  (b)      Earnings Before Interest, Taxes, Depreciation and
                           Amortization ("EBITDA") or Earnings After Income
                           Taxes, as selected by the Committee in its sole
                           discretion, for the Relevant Fiscal Year (as per the
                           unaudited financial statements), in either case,
                           minus the sum of:
                               (1)  the accrual for the Incentive Fund amount
                                    for the Relevant Fiscal Year with respect to
                                    the Plan, and
                               (2)  the accrual for the Performance Pool amount
                                    for the Relevant Fiscal Year with respect to
                                    the Corporation's Long Term Cash Incentive
                                    Plan;

                                            Plus (+)
                                            --------

         (ii)     the result of (i) is then added to any unawarded portion of an
                  Incentive Fund from previous fiscal years which shall have
                  been carried forward and made available under the provisions
                  of the Plan.

For Fiscal Year 2003, the "Incentive Fund Multiple" (a) shall be equal to 10%
(ten percent) and Earnings After Income Taxes shall be used for (b). For each
Relevant Fiscal Year thereafter, the Committee shall determine, subject to
approval by the Board, the Incentive Fund Multiple and whether to use EBITDA or
Earnings After Income Taxes for purposes of (b) above, and shall reduce such
determinations to writing within the first 90 days of such fiscal year. Such
determinations shall be subject to approval by the Board at the first meeting of
the Board to follow such determinations by the Committee.

5.4 Determination of the Incentive Fund; Adjustments to the Tentative Fund. If,
in the preparation of the audited financial statements for the Relevant Fiscal
Year, the amount of the Tentative Fund does not prevent the achievement of the
Threshold Goal, then the amount of the Incentive Fund shall be equal to the
Tentative Fund plus the carried forward or forfeited amount from previous fiscal
years referred to, if any, in Section 5.5. If, however, the amount of the
Tentative Fund prevents the achievement of the Threshold Goal, then the
Tentative Fund shall be reduced by the lowest amount possible so that the
Threshold Goal for the Relevant Fiscal Year can be met. Such reduced amount,
when added to the carried forward or forfeited amount from previous fiscal years
referred to in Section 5.5, if any, shall constitute the Incentive Fund for the
Relevant Fiscal Year.

5.5 Unawarded and Forfeited Portion of Incentive Fund. If all or any part of an
Incentive Fund is not awarded to Participants, the unallocated portion shall be
carried forward and made available to be included in Incentive Funds created in
subsequent fiscal years. Further, any Incentive Awards which are forfeited
pursuant to Section 7.3 hereof shall likewise be made available for inclusion in
any Incentive Fund created subsequent to such forfeitures.


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5.6 Determination of Earnings After Income Taxes. In determining Earnings After
Income Taxes, the Committee may make adjustments to Income (Loss) from
Operations After Provision for Income Taxes to eliminate the effect of
extraordinary items, special circumstances and/or significant changes related to
income and expense, including but not limited to: (i) "extraordinary" (as such
term is defined by the Financial Accounting Standards Board) items of income and
expenses, (ii) any charges arising from the grant or modification of stock
options, (iii) major acquisitions/divestitures, and (iv) any other
circumstance(s) the Committee deems appropriate.

5.7 Determination of EBITDA. In determining EBITDA, the Committee may make
adjustments to "Income (Loss) from Operations" to eliminate the effect of: (i)
extraordinary (as such term is defined by the Financial Accounting Standards
Board) items of income and expenses, (ii) any charges arising from the grant or
modification of stock options, (iii) major acquisitions/divestitures, and (iv)
any other circumstance(s) the Committee deems appropriate.


            ARTICLE VI. DETERMINATION AND PAYMENT OF INCENTIVE AWARDS

6.1 Determination of Individual Incentive Award. The Committee or a majority of
the Independent Directors on the Board, in either case meeting in Executive
Session, shall determine in its/their sole discretion the amount of the
Incentive Award to be granted to the CEO out of the Incentive Fund. Subsequent
to such determination, the Committee shall determine the amount of the Incentive
Award to be granted out of the remainder of the Incentive Fund to each other
Participant, based on its evaluation of such Participant's performance,
contribution to the success of the Corporation, industry, service, compensation,
and such other criteria as it shall determine to be relevant; provided, however,
that the Committee or a majority of the Independent Directors on the Board, in
either case meeting in Executive Session, shall determine the amount of any
Incentive Award to be granted to a Participant who is a family member of the
CEO. The Committee or a majority of the Independent Directors on the Board, in
their sole discretion, may determine that certain Participants will not be
granted an Incentive Award. Incentive Awards shall be payable by check. The
aggregate amount of all Incentive Awards may not exceed 100% of the Incentive
Fund.

6.2 Payment of Incentive Awards. Subject to the provisions of this Section 6.2,
Incentive Awards shall be paid as soon as practicable following the
determination of the amount and the form of the Incentive Awards, but no later
than 90 days following the end of the Relevant Fiscal Year unless otherwise
deferred pursuant to Section 6.3 or Section 7.1. Prior to such payment, the
Committee shall certify in writing that the Threshold Goal and any other
material terms of the Plan in effect for the Relevant Fiscal Year were in fact
satisfied if not waived by the Board.

6.3 Non-Elective Deferred Account. The Committee may, in its sole discretion,
choose to defer the payment of a portion of an Incentive Award to a Grantee
where the Incentive Award equals or exceeds 50% of the Grantee's Annual Salary.
The amount of the Incentive Award which may be deferred in such case is the
amount which exceeds 50% of the Grantee's Annual Salary. The deferred amount, if
any, shall be credited to a Deferred Account established for the Grantee
pursuant to Section 7.2, to be designated the Grantee's Non-Elective Deferred
Account. Such Non-Elective Deferred Account shall be subject to the provisions
of Sections 7.2 through 7.5.


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                   ARTICLE VII. DEFERRAL OF INCENTIVE AWARDS.

7.1. Election to Defer. Each Grantee who is a Corporate Officer has the right to
elect to defer the receipt of all or a portion of his Incentive Award that is
not otherwise deferred pursuant to Section 6.3. Any such election shall be made
in writing by the Corporate Officer Grantee through the execution and delivery
of a Deferral Agreement with the Corporation, on such terms as are acceptable to
the Corporation (the "Agreement"), and an election made pursuant to the
Agreement with respect to the Relevant Fiscal Year on or before the deadline
provided for in the Agreement.

The amount of compensation to be deferred by the Corporate Officer Grantee may
be stated either as a dollar amount or in the form of a percentage of the
Incentive Award not otherwise deferred pursuant to Section 6.3. The Corporation
will not, in any event, be required to defer an amount of less than $10,000
(excluding amounts deferred pursuant to Section 6.3) with respect to an
Incentive Award for any one fiscal year.

7.2 Deferred Accounts. The Corporation shall establish a bookkeeping reserve
account, to be designed as the Grantee's Elective Deferred Account, for each
Corporate Officer Grantee who elects to defer all or part of an Incentive Award
pursuant to Section 7.1. The Corporation shall establish a bookkeeping reserve
account, designated the Grantee's Non-Elective Deferred Account, for amounts
deferred pursuant to Section 6.3 above. The Grantee's Deferred Accounts shall be
credited with the amount of the Incentive Award deferred with respect to the
initial deferral and all subsequent deferrals. The Deferred Accounts shall also
be reduced to the extent of each payment made to the Grantee.

The balance of an Elective Deferred Account for a Corporate Officer Grantee
shall represent an obligation of the Corporation to pay that amount to that
Grantee. Such payment shall be made from the general funds of the Corporation in
the manner specified in the Agreement and elections made thereunder by the
Corporate Officer Grantee. No obligations of the Corporation to any Grantee
pursuant to the Plan shall be deemed to be secured by any pledge or other
encumbrance on any property of the Corporation. No Participant, Grantee or
Beneficiary shall have under any circumstances any interest whatsoever, vested
or contingent, in any particular property or asset of the Corporation. The
provisions of this Article VII shall not be construed as giving the Grantee or
his Beneficiary any greater rights than those of any other unsecured creditor of
the Corporation.

7.3 Rules Applicable to Non-elective Deferred Accounts. The balance of a
Grantee's Non-elective Deferred Account shall be paid to the Grantee in cash in
three equal installments on the first, second and third anniversary of the end
of the Relevant Fiscal Year, or in such number of equal installments and on such
dates ending on or before such third anniversary as the Committee shall choose.
Notwithstanding the above, the Grantee shall forfeit his rights to the unpaid
portion of the Non-Elective Deferred Account upon his Termination of Service,
other than by reason of the Grantee's death, Disability, or Retirement.

7.4 Designation of Beneficiary. Each Participant shall designate one or more
persons as the beneficiaries who shall be entitled to receive the amount, if
any, payable under the Plan upon his death (the "Beneficiary"). A Participant
may, from time to time, revoke or change his Beneficiary designation without the
consent or notification of any prior Beneficiary by filing a new designation
with the Corporation. The last such designation received by the Corporation
shall be controlling, provided that no designation, change or revocation thereof
shall be effective unless received by the Corporation prior to the Participant's
death, and in no event shall it be effective as of any date prior to such
receipt.


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If no such Beneficiary designation is in effect at the time of a Participant's
death, or if no designated Beneficiary survives the Participant, or if such
designation conflicts with law, the Participant's estate shall be deemed to have
been designated his Beneficiary and shall receive payment of the amount, if any,
payable under the Plan upon his death. If the Committee is in doubt as to the
right of any person to receive such amount, the Corporation may retain such
amount, without liability for any interest thereon, until the rights thereto are
determined, or the Corporation may pay such amount into any court of appropriate
jurisdiction and such payment shall be a complete discharge of the liability of
the Plan and the Corporation therefore.

7.5 Incapacity of Beneficiary, Etc. If the Committee shall find that any
Beneficiary to whom any amount is or was payable hereunder is unable to care for
his affairs because of illness or accident, or has died, then the Committee, if
it so elects, may direct that unless a prior claim therefore has been made by a
duly appointed legal representative, any payment due him or his estate, or any
part thereof, be paid or applied for the benefit of such person or to or for the
benefit of his spouse, children or other dependents, an institution maintaining
or having custody of such person or persons, any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment, or any of them, in such manner and proportion as the Committee may
deem proper. Any such payment shall be in complete discharge of the liability
therefor of the Corporation, the Plan and the Committee and any member, officer
or employee thereof.


                ARTICLE VIII. GENERAL LIMITATIONS AND PROVISIONS

8.1 Choice of Law. The validity, interpretation and administration of the Plan
and any rules, regulations, determinations or decisions made hereunder, and the
rights of any and all persons having or claiming to have any interest herein or
hereunder, shall be determined exclusively in accordance with the laws of the
State of Florida without regard to conflicts of law principles.

8.2 No Transferability or Alienation. Except insofar as may otherwise be
required by law, no amount payable at any time under the Plan shall be subject
in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge, or encumbrance of any kind, nor in any
manner be subject to the debts or liabilities of any person, and any attempt to
so alienate or subject any such amount, whether presently or thereafter payable,
shall be void. If any person shall attempt to, or shall, alienate, sell,
transfer, assign, pledge, attach, charge, or otherwise encumber any amount
payable under the Plan, or any part hereof, or if by reason of his bankruptcy or
other event happening at any such time such amount would be made subject to his
debts or liabilities or would otherwise not be enjoyed by him, then the
Committee, if it so elects, may direct that such amount be withheld and that the
same or any part thereof be paid or applied to or for the benefit of such
person, his spouse, children or other dependents, or any of them, in such manner
and proportion as the Committee may deem proper.

8.3 Gender. As used herein, the masculine gender shall include the feminine
gender.

8.4 Headings. The headings in the Plan are for reference purposes only and shall
not affect the meaning or interpretation of the Plan.


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8.5 Notices. All notices or other communications made or given pursuant to this
Plan shall be in writing and shall be sufficiently made or given if
hand-delivered or mailed by certified mail, addressed to any Participant at the
address contained in the records of the Corporation or to the Corporation at its
principal office, marked for the attention of the CEO.

8.6 Unfunded Plan. The Plan is intended to constitute an "unfunded" plan for
incentive and deferred compensation. With respect to any amount payable to a
Grantee under the Plan, nothing contained in the Plan (or in any other documents
related hereto), nor the creation or adoption of the Plan, the grant of any
award, or the taking of any other action pursuant to the provisions of the Plan
shall give any such Grantee any rights that are greater than those of an
unsecured general creditor of the Corporation; provided, however, that the
Committee may authorize the creation of trusts or make other arrangements to
meet the Corporation's obligations under the Plan, 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 Grantee.

No Participant, Grantee, Eligible Executive or any other person shall have any
right, title, or interest whatsoever in or to any investments which the
Corporation may make to aid it in meeting its obligations hereunder. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Corporation and any Participant, Grantee, Eligible
Executive or any other person.

8.7 No Right to Employment. Nothing contained in the Plan or in any Incentive
Award granted hereunder shall confer on any Participant, Grantee, Eligible
Executive or any person claiming to be one of the foregoing any right to
continue in the employ or service of the Corporation, or interfere in any way
with the right of the Corporation, subject to the terms of any separate
employment or consulting agreement to the contrary, to terminate their
employment or service at any time.

8.8 Expenses. All expenses and costs incurred in connection with the operation
of the Plan shall be borne by the Corporation.

8.9 Other Plans. The adoption of this Plan shall not affect any other
compensation or incentive plans in effect for the Corporation. Nothing in this
Plan shall be construed to limit the right of the Corporation to establish,
alter or terminate any other forms of incentives, benefits or compensation for
Employees including, without limitation, conditioning the right to receive other
incentives, benefits or compensation on an Employee not participating in this
Plan.

8.10 Withholding. The Corporation shall withhold from any Incentive Award or
other payments made or to be made under this Plan any amount of withholding
taxes due in respect of an Incentive Award, its deferral or payment.

8.11 Incapacity of Grantee. If the Committee shall find that any Grantee to whom
any amount is payable under the Plan is unable to care for his affairs because
of illness or accident, then any payment due to such person (unless a prior
claim therefore has been made by a duly appointed legal representative), may, if
the Committee so directs the Corporation, be paid to his Beneficiary, or if no
Beneficiary has been designated, to his spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such Grantee otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Corporation therefore.


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8.12 Forfeiture of Incentive Award. Upon a violation by a Grantee of any of the
restrictive covenants contained in any agreement between the Grantee and the
Corporation (a "Forfeiture Event"), except as otherwise provided in any
applicable written agreement between the Grantee and the Corporation, the
Grantee shall forfeit his or her entitlement to any Incentive Award granted
pursuant to this Plan and shall be obligated to repay to the Corporation, in
cash, within five (5) business days after demand is made therefore by the
Corporation, all amounts paid to the Grantee by the Corporation pursuant to this
Plan within 12 months of the date of such Forfeiture Event and/or the date that
the Corporation became aware of the Forfeiture Event. The Committee may, in its
discretion, waive in whole or in part the Corporation's right to forfeiture
under this Section 8.12, but no such waiver shall be effective unless expressly
made in a writing that references this Section 8.12.

8.13 Setoff. Except as otherwise provided in any applicable written agreement
between the Grantee and the Corporation, the Corporation may, to the extent
permitted by law, deduct from and set off against its obligations hereunder to a
Grantee from time to time (including, without limitation, amounts payable in
connection with an Incentive Award, as wages or benefits or other form of
compensation), any amounts that Grantee owes to the Corporation for any reason
whatsoever, whether or not due, and such Grantee shall remain liable for any
portion of Grantee's obligation not satisfied by such setoff. By accepting an
Incentive Award under this Plan, each Grantee agrees to the deduction or setoff
provided for in this Section 8.13.

8.14 Severability. In case any provision of this Plan shall be held illegal or
invalid, such illegality or invalidity shall be construed and enforced as if
said illegal or invalid provision had never been inserted herein and shall not
affect the remaining provisions of this Plan, but shall be fully severable, and
the Plan shall be construed and enforced as if any such illegal or invalid
provision were not a part hereof.


                 ARTICLE IX. AMENDMENT OR DISCONTINUANCE OF PLAN

The Board may, without the consent of the Corporation's stockholders, Grantees
or Participants under the Plan, at any time terminate the Plan entirely, and at
any time or from time to time amend or modify the Plan, provided that no such
action shall adversely affect Incentive Awards theretofore granted hereunder
without the Grantee's consent.


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