Exhibit
10.1


ALLIANT TECHSYSTEMS INC.

2005 STOCK INCENTIVE PLAN


(As Amended and Restated Effective July 31, 2007)


Section 1.   Purpose of the Plan;
Effect on Prior Plans.


(a)           Purpose of the Plan.   The purpose of the Plan is to aid
the Company in recruiting and retaining employees, officers and non-employee
Directors capable of assuring the future success of the Company through the
grant of Awards to such persons under the Plan. The Company expects that Awards
of stock-based compensation and opportunities for stock ownership in the
Company will provide incentives to Plan participants to exert their best
efforts for the success of the Company’s business and thereby align the
interests of Plan participants with those of the Company’s stockholders.


(b)           Effect on Prior Plans.   From and after the date of
stockholder approval of the Plan, no awards shall be granted under the Company’s
Amended and Restated 1990 Equity Incentive Plan, as amended, but all
outstanding awards previously granted under that plan shall remain outstanding
in accordance with their terms. From and after the date of stockholder approval
of the Plan, the remaining shares authorized under the Company’s Management
Compensation Plan shall not be awarded or issued. The Company’s Amended and
Restated Non-Employee Director Restricted Stock Plan shall remain in effect,
but no restricted stock awards may be made under that plan after August 6,
2006.


Section 2.   Definitions.


The following
capitalized terms used in the Plan have the meanings set forth in this Section:


(a)           “Affiliate”
means (i) any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company and (ii) any entity in which
the Company has a significant equity interest, in each case as determined by
the Committee.


(b)           “Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit, Dividend Equivalent, Performance Award, Stock Award or Other Stock-Based
Award granted under the Plan.


(c)           “Award
Agreement” means any written agreement, contract or other instrument or
document evidencing an Award granted under the Plan. Each Award Agreement shall
be subject to the applicable terms and conditions of the Plan and any other
terms and conditions (not inconsistent with the Plan) determined by the
Committee.


(d)           “Board”
means the Board of Directors of the Company.


(e)           “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
regulations promulgated thereunder.


(f)            “Committee”
means the Personnel and Compensation Committee of the Board or any successor
committee of the Board designated by the Board to administer the Plan. The
Committee shall be comprised of not less than such number of Directors as shall
be required to permit Awards granted under the Plan to qualify under
Rule 16b-3, and each member of the Committee shall be a “Non-Employee
Director” within the meaning of Rule 16b-3 and an “outside director”
within the meaning of Section 162(m) of the Code. The Company expects
to have the Plan administered in accordance with the requirements for the award
of “qualified performance-based compensation” within the meaning of
Section 162(m) of the Code.


(g)           “Company”
means Alliant Techsystems Inc., a Delaware corporation.



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(h)           “Director”
means a member of the Board.


(i)            “Dividend
Equivalent” means any right granted under Section 6(d) of the Plan.


(j)            “Eligible
Person” means any employee, officer or non-employee Director of the Company or
any Affiliate whom the Committee determines to be an Eligible Person.


(k)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


(l)            “Fair
Market Value” means, with respect to any property (including, without
limitation, any Shares or other securities), the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Committee. Notwithstanding the foregoing, unless otherwise
determined by the Committee,  the
Fair Market Value of Shares on a given date for purposes of the Plan shall be
the closing sale price  of the
Shares on the New York Stock Exchange as reported in the consolidated
transaction reporting system on such date or, if such Exchange is not open for
trading on such date, on the most recent preceding date when such Exchange is
open for trading.


(m)          “Incentive
Stock Option” means 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.


(n)           “Non-Qualified
Stock Option” means an option granted under Section 6(a) of the Plan
that is not intended to be an Incentive Stock Option.


(o)           “Option”
means an Incentive Stock Option or a Non-Qualified Stock Option.


(p)           “Other
Stock-Based Award” means any right granted under Section 6(g) of the
Plan.


(q)           “Participant”
means an Eligible Person who is designated by the Committee to be granted an
Award under the Plan.


(r)            “Performance
Award” means any right granted under Section 6(e) of the Plan.


(s)           “Performance
Goal” means an objective and measurable performance goal or goals providing for
a targeted level or levels of achievement using one or more of the following
measures: (i) sales or revenues (including, without limitation, sales or
revenue growth); (ii) gross profit; (iii) income before interest and
taxes; (iv) income before interest, taxes, depreciation and amortization;
(v) net income; (vi) net income from operations; (vii) earnings
per Share; (viii) return measures (including, without limitation, return
on assets, capital, invested capital, equity, sales or revenues);
(ix) productivity ratios; (x) expense or cost reduction measures;
(xi) margins; (xii) operating efficiency; (xiii) market share; (xiv) orders;
(xv) customer satisfaction; (xvi) working capital targets; (xvii) budget
comparisons; (xviii) implementation or completion of specified projects or
processes; (xix) the formation of joint ventures, establishment of research or
development collaborations or the completion of other transactions; (xx) cash
flow (including, without limitation, operating cash flow, free cash flow and
cash flow return on equity); (xxi) Share price (including, without limitation,
growth in Share price and total stockholder return); (xxii) profitability of an
identifiable business unit or product; (xxiii) economic profit or economic
value added; or (xxiv) cash value added. The foregoing measures may relate to
the Company, one or more of its subsidiaries or one or more of its divisions or
units, or any combination of the foregoing, and may be applied on an absolute
basis and/or be relative to one or more peer group companies or indices, or any
combination thereof, all as the Committee shall determine. On or before the 90th day of the applicable performance period for
which Performance Goals are established, the Committee may specify that the
achievement of the Performance Goals will be calculated without regard to the
negative or positive effect of certain events, including, without limitation,
any of the following events: charges for extraordinary items and other unusual
or non-recurring items of loss or gain; asset impairments; litigation or claim
judgments or settlements; changes in the Code or tax rates; changes in
accounting principles; changes in other laws or regulations affecting reported
results; charges relating to restructurings, discontinued operations, severance
and contract termination and other



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costs incurred in
rationalizing certain business activities; and gains or losses from the
acquisition or disposition of businesses or assets or from the early
extinguishment of debt.


(t)            “Person”
means any individual, corporation, partnership, association or trust.


(u)           “Plan”
means this Alliant Techsystems Inc. 2005 Stock Incentive Plan, as amended from
time to time.


(v)           “Restricted
Stock” means any Share granted under Section 6(c) of the Plan.


(w)          “Restricted
Stock Unit” means any unit granted under Section 6(c) of the Plan
evidencing the right to receive a Share (or a cash payment equal to the Fair
Market Value of a Share) at some future date.


(x)            “Rule 16b-3”
means Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Exchange Act or any successor rule or regulation.


(y)           “Section 162(m)”
means Section 162(m) of the Code, or any successor provision, and the
applicable Treasury Regulations promulgated thereunder.


(z)            “Shares”
means shares of common stock, par value of $0.01 per share, of the Company or
such other securities or property as may become subject to Awards pursuant to
an adjustment made under Section 4(c) of the Plan.


(aa)         “Stock
Appreciation Right” means any right granted under Section 6(b) of the
Plan.


(bb)         “Stock
Award” means any Share granted under Section 6(f) of the Plan.


Section 3.   Administration.


(a)           Power and Authority of the Committee.   The Plan shall
be administered by the Committee. Subject to the express provisions of the Plan
and to applicable law, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of
Awards to be granted to each Participant under the Plan; (iii) determine
the number of Shares to be covered by (or the method by which payments or other
rights are to be calculated in connection with) each Award; (iv) determine
the terms and conditions of any Award or Award Agreement; (v) amend the
terms and conditions of any Award or Award Agreement, provided, however, that,
except as otherwise provided in Section 4(c) hereof, the Committee
shall not reprice, adjust or amend the exercise price of Options or the grant
price of Stock Appreciation Rights previously awarded to any Participant,
whether through amendment, cancellation and replacement grant, or any other
means; (vi) accelerate the exercisability of any Award or the lapse of
restrictions relating to any Award; (vii) determine whether, to what
extent and under what circumstances Awards may be exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited or
suspended; (viii) determine whether, to what extent and under what
circumstances cash, Shares, other securities, other Awards, other property and
other amounts payable to a Participant with respect to an Award under the Plan
shall be deferred either automatically or at the election of the holder of the
Award or the Committee; (ix) interpret and administer the Plan and any
instrument or agreement, including any Award Agreement, relating to the Plan;
(x) 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 (xi) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of 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 or Award Agreement shall be within the sole discretion of
the Committee, may be made at any time and shall be final, conclusive and
binding upon any Participant, any holder or beneficiary of any Award or Award
Agreement, and any employee of the Company or any Affiliate.



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(b)           Delegation.   The Committee may delegate its powers and
duties under the Plan to one or more Directors (including a Director who is
also an officer of the Company) or a committee of Directors, subject to such
terms, conditions and limitations as the Committee may establish in its sole
discretion; provided, however, that the Committee shall not delegate its powers
and duties under the Plan (i) with regard to officers or directors of the
Company or any Affiliate who are subject to Section 16 of the Exchange Act
or (ii) in such a manner as would cause the Plan not to comply with the
requirements of Section 162(m) of the Code.


(c)           Power and Authority of the Board of Directors.   Notwithstanding
anything to the contrary contained herein, the Board may, at any time and from
time to time, without any further action of the Committee, exercise the powers
and duties of the Committee under the Plan, unless the exercise of such powers
and duties by the Board would cause the Plan not to comply with the
requirements of Section 162(m) of the Code.


Section 4.   Shares Available for Awards.


(a)           Shares Available.   Subject to adjustment as provided in
Section 4(c) of the Plan, the aggregate number of Shares that may be
issued under all Awards under the Plan shall be 1,532,360. Shares to be issued
under the Plan will be authorized but unissued Shares or Shares that have been
reacquired by the Company and designated as treasury shares. Shares that are
subject to Awards that terminate, lapse or are cancelled or forfeited shall be
available again for grant under the Plan. Shares that are tendered by a
Participant or withheld by the Company as full or partial payment to the
Company of the purchase or exercise price relating to an Award or to satisfy
tax withholding obligations relating to an Award shall not be available for
future grants under the Plan. In addition, if Stock Appreciation rights are
settled in Shares upon exercise, the aggregate number of Shares subject to the
Award rather than the number of Shares actually issued upon exercise shall be
counted against the number of Shares authorized under the Plan.


(b)           Accounting for Awards.   For purposes of this
Section 4, if an Award entitles the holder thereof to receive or purchase
Shares, the number of Shares covered by such Award or to which such Award
relates shall be counted on the date of grant of such Award against the aggregate
number of Shares available for granting Awards under the Plan.


(c)           Adjustments.   In the event that an equity
restructuring, as defined as a nonreciprocal transaction between the Company
and its stockholders that causes the per-share fair value of the Shares
underlying an Option or similar Award to change (e.g.,
stock dividend, stock split, spinoff, etc.), has
occurred, the Committee shall make an equitable adjustment to (i) the
number and type of Shares (or other securities) that thereafter may be made the
subject of Awards, (ii) the number and type of Shares (or other
securities) subject to outstanding Awards and (iii) the purchase or
exercise price with respect to any Award.


In the event that
the Committee shall determine that an event other than an equity restructuring,
as defined above, 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 and type of Shares (or other securities or other
property) that thereafter may be made the subject of Awards, (ii) the
number and type of Shares (or other securities or other property) subject to
outstanding Awards and (iii) the purchase or exercise price with respect
to any Award.


(d)           Award Limitations Under the Plan.


(i)            Section 162(m) Limitation for Certain Types of Awards.   No
Participant may be granted Options, Stock Appreciation Rights or any other
Award or Awards under the Plan, the value of which Award or Awards is based
solely on an increase in the value of the Shares after the date of grant of
such Award or Awards, for more than 100,000 Shares (subject to adjustment as
provided in



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Section 4(c) of
the Plan) in the aggregate in any calendar year. The foregoing annual
limitation specifically applies to any Award or Awards representing “qualified
performance-based compensation” within the meaning of Section 162(m) of
the Code.


(ii)           Section 162(m) Limitation for Performance Awards.   No
Participant may be granted Performance Awards in excess of 150,000 Shares
(subject to adjustment as provided in Section 4(c) of the Plan) in
the aggregate in any calendar year. This limitation does not apply to any Award
subject to the limitation contained in Section 4(d)(i) of the Plan.


(iii)          Plan Limitation on Restricted Stock, Restricted Stock Units, Dividend
Equivalents, Performance Awards and Stock Awards.   No more than 1,500,000 Shares
(subject to adjustment as provided in Section 4(c) of the Plan) shall
be available under the Plan for issuance pursuant to grants of Restricted
Stock, Restricted Stock Units, Dividend Equivalents, Performance Awards and
Stock Awards; provided, however, that Shares subject to such Awards that
terminate, lapse or are cancelled or forfeited shall again be available for
grants of Restricted Stock, Restricted Stock Units, Dividend Equivalents,
Performance Awards and Stock Awards for purposes of this limitation on grants
of such Awards. Of the 1,500,000 Shares authorized under this
Section 4(d)(iii), only 50,000 Shares may be used for Stock Awards in
accordance with Section 6(f) of the Plan.


(iv)          Limitation on Awards Granted to Non-Employee Directors.   Directors
who are not also employees of the Company or an Affiliate may not be granted
Awards in the aggregate for more than 5% of the Shares available for Awards
under the Plan, subject to adjustment as provided in Section 4(c) of
the Plan.


(v)           Limitation on Incentive Stock Options.   The number of
Shares available for granting Incentive Stock Options under the Plan shall not
exceed 100,000, subject to adjustment as provided in Section 4(c) of
the Plan and subject to the provisions of Section 422 or 424 of the Code
or any successor provision.


Section 5.   Eligibility.


Any Eligible Person may be designated to be a
Participant. In determining which Eligible Persons shall receive an Award and
the terms of any Award, the Committee may take into account the nature of the
services provided by the respective Eligible Persons, their present and
potential contributions to the success of the Company or such other factors as
the Committee, in its discretion, shall deem relevant. Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to full-time or
part-time employees (which term as used herein includes, without limitation,
officers and Directors who are also employees), and an Incentive Stock Option
shall not be granted to an employee of an Affiliate unless such Affiliate is
also a “subsidiary corporation” of the Company within the meaning of
Section 424(f) of the Code or any successor provision.


Section 6.   Awards.


(a)           Options.   The Committee may grant Options with the
following terms and conditions and with such additional terms and conditions
not inconsistent with the provisions of the Plan as the Committee shall
determine:


(i)            Exercise Price.   The purchase price per Share
purchasable under an Option shall be determined by the Committee and shall not
be less than 100% of the Fair Market Value of a Share on the date of grant of
such Option;  provided, however,
that the Committee may designate a per share exercise price below Fair Market
Value on the date of grant if the Option is granted in substitution for a stock
option previously granted by an entity that is acquired by or merged with the
Company or an Affiliate.



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(ii)           Option Term.   The term of each Option shall be fixed by
the Committee but shall not be longer than 10 years from the date of grant.


(iii)          Time and Method of Exercise.   The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part and the method or methods by which, and the form or forms (including,
without limitation, cash, Shares, other securities, other Awards or other
property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the applicable exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.


(b)           Stock Appreciation Rights.   The Committee may grant
Stock Appreciation Rights subject to the terms of the Plan and such additional
terms and conditions not inconsistent with the provision of the Plan as the
Committee shall determine. A Stock Appreciation Right granted under the Plan
shall confer on the holder thereof a right to receive upon exercise thereof the
excess of (i) the Fair Market Value of one Share on the date of exercise
over (ii) the grant price of the Stock Appreciation Right as specified by
the Committee, which price shall not be less than 100% of the Fair Market Value
of one Share on the date of grant of the Stock Appreciation Right; provided,
however, that the Committee may designate a per share grant price below Fair
Market Value on the date of grant if the Stock Appreciation Right is granted in
substitution for a stock appreciation right previously granted by an entity
that is acquired by or merged with the Company or an Affiliate.


(c)           Restricted Stock and Restricted Stock Units.   The
Committee may grant Awards of Restricted Stock and Restricted Stock Units with
the following terms and conditions and with such additional terms and
conditions not inconsistent with the provisions of the Plan as the Committee
shall determine:


(i)            Restrictions.   Shares of Restricted Stock and
Restricted Stock Units shall be subject to such restrictions as the Committee
may impose (including, without limitation, any limitation on the right to vote
a Share of Restricted Stock or the right to receive any dividend or other right
or property with respect thereto), which restrictions may lapse separately or
in combination at such time or times, in such installments or otherwise, as the
Committee may deem appropriate. The minimum vesting period of such Awards shall
be one year from the date of grant. Notwithstanding the foregoing, the
Committee may permit acceleration of vesting of such Awards in the event of the
Participant’s death, disability or retirement or a change in control of the
Company.


(ii)           Issuance and Delivery of Shares.   Any Restricted Stock
granted under the Plan shall be issued at the time such Awards are granted and
may be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of a stock certificate or
certificates, which certificate or certificates shall be held by the Company.
Such certificate or certificates shall be registered in the name of the
Participant and shall bear an appropriate legend referring to the restrictions
applicable to such Restricted Stock. Shares representing Restricted Stock that
is no longer subject to restrictions shall be delivered to the Participant
promptly after the applicable restrictions lapse or are waived. In the case of
Restricted Stock Units, no Shares shall be issued at the time such Awards are granted.
Upon the lapse or waiver of restrictions and the restricted period relating to
Restricted Stock Units evidencing the right to receive Shares, such Shares
shall be issued and delivered to the holder of the Restricted Stock Units.


(iii)          Forfeiture.   Except
as otherwise determined by the Committee, upon a Participant’s termination of
employment or resignation or removal as a Director (in either case, as
determined under criteria established by the Committee) during the applicable
restriction period, all Shares of Restricted Stock and all Restricted Stock
Units held by the Participant at such time shall be forfeited and reacquired by
the Company; provided, however, that the Committee may, when it finds that a
waiver would be in the best interest of the Company, waive in whole or in part
any or all remaining restrictions with respect to Shares of Restricted Stock or
Restricted Stock Units.



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(d)           Dividend Equivalents.   The Committee may grant Dividend
Equivalents under which the Participant shall be entitled to receive payments
(in cash, Shares, other securities, other Awards or other property as
determined in the discretion of the Committee) equivalent to the amount of any
cash dividends paid by the Company to holders of Shares with respect to a
number of Shares determined by the Committee. Subject to the terms of the Plan,
such Dividend Equivalents may have such terms and conditions as the Committee
shall determine.


(e)           Performance Awards.   The Committee may grant
Performance Awards denominated in Shares that may be settled or payable in
Shares (including, without limitation, Restricted Stock or  Restricted Stock Units) or cash.
Performance Awards granted to Participants who may be “covered employees” under
Section 162(m) of the Code are intended to be “qualified
performance-based compensation” within the meaning of Section 162(m).
Performance Awards shall, to the extent required by Section 162(m), be
conditioned solely on the achievement of one or more objective Performance
Goals, and such Performance Goals shall be established by the Committee within
the time period prescribed by, and shall otherwise comply with the requirements
of, Section 162(m). Subject to the terms of the Plan and any applicable
Award Agreement, the Performance Goals to be achieved during any performance
period, the length of any performance period, the amount of any Performance
Award granted, the amount of any payment or transfer to be made pursuant to any
Performance Award, and any other terms and conditions of any Performance Award
shall be determined by the Committee. The Committee shall also certify in
writing that such Performance Goals have been met prior to payment of the
Performance Awards to the extent required by Section 162(m).


(f)            Stock Awards.   The Committee may grant Shares without
restrictions thereon, but only for the purpose of paying annual incentive
compensation earned by an Eligible Person that otherwise would have been paid
in cash by the Company. Subject to the terms of the Plan, Stock Awards may have
such terms and conditions as the Committee shall determine.


(g)           Other Stock-Based Awards.   The Committee may grant such
other Awards that are 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), as are deemed by the Committee
to be consistent with the purpose of the Plan. The Committee shall determine
the terms and conditions of such Awards, subject to the terms of the Plan and
the Award Agreement. Shares, or other securities delivered pursuant to a
purchase right granted under this Section 6(g), shall be purchased for
consideration having a value equal to at least 100% of the Fair Market Value of
such Shares or other securities on the date the purchase right is granted.


(h)           General.


(i)            Consideration for Awards.   Awards may be granted for no
cash consideration or for any cash or other consideration as may be determined
by the Committee or required by applicable law.


(ii)           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 or any award granted
under any other plan of the Company or any Affiliate. Awards granted in
addition to or in tandem with other Awards or in addition to or in tandem with
awards granted under any other plan of the Company or any Affiliate may be
granted either at the same time as or at a different time from the grant of
such other Awards or awards.


(iii)          Forms of Payment 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



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installments or on a
deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents with respect to installment or deferred payments.


(iv)          Term of Awards.   The term of each Award shall be for a
period not longer than 10 years from the date of grant.


(v)           Limits on Transfer of Awards.   No Award and no right
under any such Award shall be transferable by a Participant other than (1) by
will or by the laws of descent and distribution or (2) by transfer of an Award
back to the Company, including a transfer of an Award (but not any Stock
Options) to the Company in connection with a deferral election under a Company
deferred compensation plan. The Committee may establish procedures as it deems
appropriate for a Participant to designate a Person or Persons, as beneficiary
or beneficiaries, to exercise the rights of the Participant and receive any
property distributable with respect to any Award in the event of the
Participant’s death. Each Award under the Plan or right under any such Award
shall be exercisable during the Participant’s lifetime only by the Participant
or, if permissible under applicable law, by the Participant’s guardian or legal
representative. No Award or right under any such Award may be pledged,
alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable against
the Company or any Affiliate.


(vi)          Restrictions; Securities Exchange Listing.   All Shares
or other securities delivered under the Plan pursuant to any Award or the
exercise thereof shall be subject to such restrictions as the Committee may
deem advisable under the Plan, applicable federal or state securities laws and
regulatory requirements, and the Committee may cause appropriate entries to be
made or legends to be placed on the certificates for such Shares or other
securities to reflect such restrictions. If the Shares or other securities are
traded on a securities exchange, the Company shall not be required to deliver
any Shares or other securities covered by an Award unless and until such Shares
or other securities have been admitted for trading on such securities exchange.


Section 7.   Amendment
and Termination; Corrections.


(a)           Amendments to the Plan.   The Board of Directors of the
Company may amend, alter, suspend, discontinue or terminate the Plan; provided,
however, that, notwithstanding any other provision of the Plan or any Award
Agreement, prior approval of the stockholders of the Company shall be required
for any amendment to the Plan that:


(i)            requires
stockholder approval under the rules or regulations of the Securities and
Exchange Commission, the New York Stock Exchange, any other securities exchange
or the National Association of Securities Dealers, Inc. that are
applicable to the Company;


(ii)           increases
the number of shares authorized under the Plan as specified in
Section 4(a) of the Plan;


(iii)          increases the number of shares subject to the
limitations contained in Section 4(d) of the Plan;


(iv)          permits
repricing of Options or Stock Appreciation Rights which is prohibited by
Section 3(a)(v) of the Plan;


(v)           permits the
award of Options or Stock Appreciation Rights at a price less than 100% of the
Fair Market Value of a Share on the date of grant of such Option or Stock
Appreciation Right, contrary to the provisions of Sections 6(a)(i) and
6(b)(ii) of the Plan; or



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(vi)          would
cause Section 162(m) of the Code to become unavailable with respect
to the Plan.


(b)           Amendments to Awards.   Subject to the provisions of the
Plan, the Committee may waive any conditions of or rights of the Company under
any outstanding Award, prospectively or retroactively. Except as otherwise
provided in the Plan, the Committee may amend, alter, suspend, discontinue or
terminate any outstanding Award, prospectively or retroactively, but no such
action may adversely affect the rights of the holder of such Award without the
consent of the Participant or holder or beneficiary thereof.


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


Section 8.   Tax
Withholding.


The Company may take such action as it deems
appropriate to withhold or collect from a Participant the applicable federal,
state, local or foreign payroll, withholding, income or other taxes that are
required to be withheld or collected by the Company upon the grant, exercise,
vesting or payment of an Award. The Committee may require the Company to
withhold Shares having a Fair Market Value equal to the amount necessary to
satisfy the Company’s minimum statutory withholding requirements upon the
grant, exercise, vesting or payment of an Award from Shares that otherwise
would have been delivered to a Participant. The Committee may, subject to any
terms and conditions that the Committee may adopt, permit a Participant to
elect to pay all or a portion of the minimum statutory withholding taxes by
(a) having the Company withhold Shares otherwise to be delivered upon the
grant, exercise, vesting or payment of an Award with a Fair Market Value equal
to the amount of such taxes, (b) delivering to the Company Shares other
than Shares issuable upon the grant, exercise, vesting or payment of an Award
with a Fair Market Value equal to the amount of such taxes or (c) paying
cash. Any such election must be made on or before the date that the amount of tax
to be withheld is determined.


Section 9.   General
Provisions.


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


(b)           Award Agreements.   No Participant shall have rights
under an Award granted to such Participant unless and until an Award Agreement
shall have been duly executed on behalf of the Company and, if requested by the
Company, signed by the Participant.


(c)           No Rights of Stockholders.   Except with respect to
Restricted Stock and Stock Awards, neither a Participant nor the Participant’s
legal representative shall be, or have any of the rights and privileges of, a
stockholder of the Company with respect to any Shares issuable upon the
exercise or payment of any Award, in whole or in part, unless and until the
Shares have been issued.


(d)           No Limit on Other Compensation Plans or Arrangements.   Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other or additional compensation plans or arrangements.


(e)           No Right to Employment or Directorship.   The grant of
an Award shall not be construed as giving a Participant the right to be
retained as an employee of the Company or any Affiliate, or a Director to be
retained as a Director, nor will it affect in any way the right of the Company
or an Affiliate to terminate a Participant’s employment at any time, with or
without cause. In addition, the Company or an Affiliate may



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at any time dismiss a
Participant from employment free from any liability or any claim under the Plan
or any Award, unless otherwise expressly provided in the Plan or in any Award
Agreement.


(f)            Governing Law.   The internal law, and not the law of
conflicts, of the State of Delaware, shall govern all questions concerning the
validity, construction and effect of the Plan or any Award, and any
rules and regulations relating to the Plan or any Award.


(g)           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 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 so construed or
deemed amended without, in the determination of the Committee, materially
altering the purpose or intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction or Award, and the remainder of the Plan or
any such Award shall remain in full force and effect.


(h)           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.


(i)            Securities Matters.   The Company shall not be required
to deliver any Shares until the requirements of any federal or state securities
or other laws, rules or regulations (including the rules of any
securities exchange) as may be determined by the Company to be applicable are
satisfied.


(j)            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 shall be paid in lieu of any fractional Share or whether
such fractional Share or any rights thereto shall be canceled, terminated or
otherwise eliminated.


(k)           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 10.   Effective
Date of the Plan.


The Plan shall be subject to approval by the
stockholders of the Company at the annual meeting of stockholders of the
Company to be held on August 2, 2005 and the Plan shall be effective as of
the date of such stockholder approval. Any amendments to the Plan that require
stockholder approval pursuant to Section 7(a) of the Plan shall be
effective as of the date of stockholder approval of such amendments.


Section 11.   Term of the
Plan.


The Plan shall terminate at midnight on August 1,
2015, unless terminated before then by the Board. Awards may be granted under
the Plan until the Plan terminates or until all Shares available for Awards
under the Plan have been purchased or acquired; provided, however, that
Incentive Stock Options may not be granted following the 10-year
anniversary of the Board’s adoption of the Plan. The Plan shall remain in
effect as long as any Awards are outstanding.



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