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                                                                    EXHIBIT 10.5


                                 ACTIVISION, INC.
                               1999 INCENTIVE PLAN


        ACTIVISION, INC., a corporation formed under the laws of the State of
Delaware (the "Company"), hereby establishes and adopts the following 1999
Incentive Plan (the "Plan").

                                    RECITALS

        WHEREAS, the Company desires to encourage high levels of performance by
those individuals who are key to the success of the Company, to attract new
individuals who are highly motivated and who will contribute to the success of
the Company and to encourage such individuals to remain as directors and/or
employees of the Company and its subsidiaries by increasing their proprietary
interest in the Company's growth and success.

        WHEREAS, to attain these ends, the Company has formulated the Plan
embodied herein to authorize the granting of incentive awards through grants of
share options ("Options"), grants of share appreciation rights, grants of Share
Purchase Awards (hereafter defined) and grants of Restricted Share Awards
(hereafter defined) to those individuals whose judgment, initiative and efforts
are or have been responsible for the success of the Company.

        NOW, THEREFORE, the Company hereby constitutes, establishes and adopts
the following Plan and agrees to the following provisions:

                                   ARTICLE 1.

                               PURPOSE OF THE PLAN

        1.1     PURPOSE. The purpose of the Plan is to assist the Company and
its subsidiaries in attracting and retaining selected individuals to serve as
directors, officers, consultants, advisors and other key employees of the
Company and its subsidiaries who will contribute to the Company's success and to
achieve long-term objectives which will inure to the benefit of all shareholders
of the Company through the additional incentive inherent in the ownership or
increased ownership of the Company's shares of common stock ("Shares"). Options
granted under the Plan will be either "incentive share options," intended to
qualify as such under the provisions of Section 422 of the Internal Revenue Code
of 1986, as amended from time to time (the "Code"), or "nonqualified share
options." For purposes of the Plan, the term "subsidiary" shall mean "subsidiary
corporation," as such term is defined in Section 424(f) of the Code, and
"affiliate" shall have the meaning set forth in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). For purposes of the Plan,
the term "Award" shall mean a grant of an Option, a grant of a share
appreciation right, a grant of a Share Purchase Award, a grant of a Restricted
Share Award, or any other award made under the terms of the Plan.

                                   ARTICLE 2.

                            SHARES SUBJECT TO AWARDS

        2.1.    NUMBER OF SHARES. Subject to the adjustment provisions of
Section 9.10 hereof, the aggregate number of Shares which may be issued under
Awards under the Plan, whether pursuant to Options, share appreciation rights,
Share Purchase Awards or Restricted Share Awards shall not exceed 5,000,000. No
Options to purchase fractional Shares shall be granted or issued under the Plan.
For


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purposes of this Section 2.1, the Shares that shall be counted toward such
limitation shall include all Shares:

                (1)     issued or issuable pursuant to Options that have been or
                        may be exercised;

                (2)     issued or issuable pursuant to Share Purchase Awards;
                        and

                (3)     issued as, or subject to issuance as a Restricted Share
                        Award.

        2.2.    SHARES SUBJECT TO TERMINATED AWARDS. The Shares covered by any
unexercised portions of terminated Options granted under Articles 4 and 6,
Shares forfeited as provided in Section 8.2(a) and Shares subject to any Awards
which are otherwise surrendered by the Participant without receiving any payment
or other benefit with respect thereto may again be subject to new Awards under
the Plan. In the event the purchase price of an Option is paid in whole or in
part through the delivery of Shares, the number of Shares issuable in connection
with the exercise of the Option shall not again be available for the grant of
Awards under the Plan. Shares subject to Options, or portions thereof, which
have been surrendered in connection with the exercise of share appreciation
rights shall not again be available for the grant of Awards under the Plan.

        2.3     CHARACTER OF SHARES. Shares delivered under the Plan may be
authorized and unissued Shares or Shares acquired by the Company, or both.

        2.4     LIMITATIONS ON GRANTS TO INDIVIDUAL PARTICIPANT. Subject to
adjustments pursuant to the provisions of Section 10.10 hereof, the maximum
number of Shares with respect to which Options or stock appreciation rights may
be granted hereunder to any employee during any fiscal year shall be 500,000
Shares (the "Limitation"). If an Option is cancelled, the cancelled Option shall
continue to be counted toward the Limitation for the year granted. An Option (or
a stock appreciation right) that is repriced during any fiscal year is treated
as the cancellation of the Option (or stock appreciation right) and a grant of a
new Option (or stock appreciation right) for purposes of the Limitation for that
fiscal year.

                                   ARTICLE 3.

                         ELIGIBILITY AND ADMINISTRATION

        3.1.    AWARDS TO EMPLOYEES AND DIRECTORS. (a) Participants who receive
(i) Options under Articles 4 and 6 hereof or share appreciation rights under
Article 5 ("Optionees"), and (ii) Share Purchase Awards under Article 7 or
Restricted Share Awards under Article 8 (in either case, a "Participant"), shall
consist of such officers, key employees, consultants, representatives and other
contractors and agents and Directors (hereinafter defined) of the Company or any
of its subsidiaries or affiliates as the Committee shall select from time to
time, PROVIDED, HOWEVER, that an Option that is intended to qualify as an
"incentive share option" may be granted only to an individual that is an
employee of the Company or any of its subsidiaries. The Committee's designation
of an Optionee or Participant in any year shall not require the Committee to
designate such person to receive Awards or grants in any other year. The
designation of an Optionee or Participant to receive Awards or grants under one
portion of the Plan shall not require the Committee to include such Optionee or
Participant under other portions of the Plan.

                (b)     No Option which is intended to qualify as an "incentive
share option" may be granted to any employee or Director who, at the time of
such grant, owns, directly or indirectly (within the meaning of Sections
422(b)(6) and 424(d) of the Code), shares possessing more than 10% of the total


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combined voting power of all classes of shares of the Company or any of its
subsidiaries or affiliates, unless at the time of such grant, (i) the option
price is fixed at not less than 110% of the Fair Market Value (as defined below)
of the Shares subject to such Option, determined on the date of the grant, and
(ii) the exercise of such Option is prohibited by its terms after the expiration
of five years from the date such Option is granted.

        3.2.    ADMINISTRATION. (a) The Plan shall be administered by a
committee (the "Committee") consisting of not fewer than two Directors of the
Company (the directors of the Company being hereinafter referred to as the
"Directors"), as designated by the Directors. The Directors may remove from, add
members to, or fill vacancies in the Committee. Unless otherwise determined by
the Directors, each member of the Committee will be a "non-employee director"
within the meaning of Rule 16b-3 (or any successor rule) of the Exchange Act and
an "outside director" within the meaning of Section 162(m)(4)(C)(i) of the Code
and the regulations thereunder.

                Notwithstanding any other provision of this Plan, any Award to a
member of the Committee must be approved by the Board of Directors of the
Company (excluding Directors who are also members of the Committee) to be
effective.

                (b)     The Committee is authorized, subject to the provisions
of the Plan, to establish such rules and regulations as it may deem appropriate
for the conduct of meetings and proper administration of the Plan. All actions
of the Committee shall be taken by majority vote of its members.

                (c)     Subject to the provisions of the Plan, the Committee
shall have authority, in its sole discretion, to grant Awards under the Plan, to
interpret the provisions of the Plan and, subject to the requirements of
applicable law, including Rule 16b-3 of the Exchange Act, to prescribe, amend,
and rescind rules and regulations relating to the Plan or any Award thereunder
as it may deem necessary or advisable. All decisions made by the Committee
pursuant to the provisions of the Plan shall be final, conclusive and binding on
all persons, including the Company, its shareholders, Directors and employees,
and other Plan participants.

                                   ARTICLE 4.

                                    OPTIONS

        4.1.    GRANT OF OPTIONS. DIRECTORS, OFFICERS AND OTHER KEY EMPLOYEES.
The Committee shall determine, within the limitations of the Plan, those
Directors, officers and other key employees of the Company and its subsidiaries
and affiliates to whom Options are to be granted under the Plan, the number of
Shares that may be purchased under each such Option and the option price, and
shall designate such Options at the time of the grant as either "incentive share
options" or "nonqualified share options"; PROVIDED, HOWEVER, that Options
granted to employees of an affiliate (that is not also a subsidiary) or to
non-employees of the Company may only be "nonqualified share options."

        4.2.    SHARE OPTION AGREEMENTS; ETC. All Options granted pursuant to
Article 4 and Article 6 herein (a) shall be authorized by the Committee and (b)
shall be evidenced in writing by share option agreements ("Share Option
Agreements") in such form and containing such terms and conditions as the
Committee shall determine which are not inconsistent with the provisions of the
Plan, and, with respect to any Share Option Agreement granting Options which are
intended to qualify as "incentive share options," are not inconsistent with
Section 422 of the Code. Granting of an Option pursuant to the Plan shall impose
no obligation on the recipient to exercise such option. Any individual who is
granted an Option


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pursuant to this Article 4 and Article 6 herein may hold more than one Option
granted pursuant to such Articles at the same time and may hold both "incentive
share options" and "nonqualified share options" at the same time. To the extent
that any Option does not qualify as an "incentive share option" (whether because
of its provisions, the time or manner of its exercise or otherwise) such Option
or the portion thereof which does not so qualify shall constitute a separate
"nonqualified share option."

        4.3.    OPTION PRICE. Subject to Section 3.1(b), the option price per
each Share purchasable under any "incentive share option" granted pursuant to
this Article 4 and any "nonqualified share option" granted pursuant to Article 6
herein shall be determined by the Committee, but in the case of an "incentive
share option" shall not be less than 100% of the Fair Market Value (as
hereinafter defined) of such Share on the date of the grant of such Option. The
option price per share of each Share purchasable under any "nonqualified share
option" granted pursuant to this Article 4 shall be determined by the Committee
at the time of the grant of such Option, but shall not be less than 85% of the
Fair Market Value of such Share on the date of the grant of such Option.

        4.4.    OTHER PROVISIONS. Options granted pursuant to this Article 4
shall be made in accordance with the terms and provisions of Article 10 hereof
and any other applicable terms and provisions of the Plan.

                                   ARTICLE 5.

                            SHARE APPRECIATION RIGHTS

        5.1.    GRANT AND EXERCISE. Share appreciation rights may be granted in
conjunction with all or part of any Option granted under the Plan, as follows:
(i) in the case of a nonqualified share option, such rights may be granted
either at the time of the grant of such option or at any subsequent time during
the term of the option; and (ii) in the case of an incentive share option, such
rights may be granted only at the time of the grant of such option. A "share
appreciation right" is a right to receive cash or Shares, as provided in this
Article 5, in lieu of the purchase of a Share under a related Option. A share
appreciation right or applicable portion thereof shall terminate and no longer
be exercisable upon the termination or exercise of the related Option, and a
share appreciation right granted with respect to less than the full number of
Shares covered by a related Option shall not be reduced until, and then only to
the extent that, the exercise or termination of the related Option exceeds the
number of Shares not covered by the share appreciation right. A share
appreciation right may be exercised by the holder thereof (the "Holder"), in
accordance with Section 5.2 of this Article 5, by giving written notice thereof
to the Company and surrendering the applicable portion of the related Option.
Upon giving such notice and surrender, the Holder shall be entitled to receive
an amount determined in the manner prescribed in Section 5.2 of this Article 5.
Options which have been so surrendered, in whole or in part, shall no longer be
exercisable to the extent the related share appreciation rights have been
exercised.

        5.2.    TERMS AND CONDITIONS. Share appreciation rights shall be subject
to such terms and conditions, not inconsistent with the provisions of the Plan,
as shall be determined from time to time by the Committee, including the
following:

                (a)     Share appreciation rights shall be exercisable only at
such time or times and to the extent that the Options to which they relate shall
be exercisable in accordance with the provisions of the Plan.


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                (b)     Upon the exercise of a share appreciation right, a
Holder shall be entitled to receive up to, but no more than, an amount in cash
or whole Shares as determined by the Committee in its sole discretion equal to
the excess of the then Fair Market Value of one Share over the option price per
Share specified in the related Option multiplied by the number of Shares in
respect of which the share appreciation right shall have been exercised. The
Holder shall specify in his written notice of exercise, whether payment shall be
made in cash or in whole Shares. Each share appreciation right may be exercised
only at the time and so long as a related Option, if any, would be exercisable
or as otherwise permitted by applicable law.

                (c)     Upon the exercise of a share appreciation right, the
Option or part thereof to which such share appreciation right is related shall
be deemed to have been exercised for the purpose of the limitation of the number
of Shares to be issued under the Plan, as set forth in Section 2.1 of the Plan.

                (d)     With respect to share appreciation rights granted in
connection with an Option that is intended to be an "incentive share option,"
the following shall apply:

                        (i)     No share appreciation right shall be
transferable by a Holder otherwise than by will or by the laws of descent and
distribution, and share appreciation rights shall be exercisable, during the
Holder's lifetime, only by the Holder.

                        (ii)    Share appreciation rights granted in connection
with an Option may be exercised only when the Fair Market Value of the Shares
subject to the Option exceeds the option price at which Shares can be acquired
pursuant to the Option.

                                   ARTICLE 6.

                                 RELOAD OPTIONS

        6.1.    AUTHORIZATION OF RELOAD OPTIONS. Concurrently with the award of
any Option (such Option hereinafter referred to as the "Underlying Option") to
any participant in the Plan, the Committee may grant one or more reload options
(each, a "Reload Option") to such participant to purchase for cash or Shares a
number of Shares as specified below. A Reload Option shall be exercisable for an
amount of Shares equal to (i) the number of Shares delivered by the Optionee to
the Company to exercise the Underlying Option, and (ii) to the extent authorized
by the Committee, the number of Shares used to satisfy any tax withholding
requirement incident to the exercise of the Underlying Option, subject to the
availability of Shares under the Plan at the time of such exercise. Any Reload
Option may provide for the grant, when exercised, of subsequent Reload Options
to the extent and upon such terms and conditions consistent with this Article 6,
as the Committee in its sole discretion shall specify at or after the time of
grant of such Reload Option. The grant of a Reload Option will become effective
upon the exercise of an Underlying Option or Reload Option by the Optionee
delivering to the Company Shares owned by the Optionee in payment of the
exercise price and/or tax withholding obligations. Notwithstanding the fact that
the Underlying Option may be an "incentive share option," a Reload Option is not
intended to qualify as an "incentive share option" under Section 422 of the
Code.

        6.2.    RELOAD OPTION AMENDMENT. Each Share Option Agreement shall state
whether the Committee has authorized Reload Options with respect to the
Underlying Option. Upon the exercise of an Underlying Option or other Reload
Option, the Reload Option will be evidenced by an amendment to the underlying
Share Option Agreement.


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        6.3.    RELOAD OPTION PRICE. The option price per Share payable upon the
exercise of a Reload Option shall be the Fair Market Value of a Share on the
date the grant of the Reload Option becomes effective.

        6.4.    TERM AND EXERCISE. Each Reload Option is fully exercisable
immediately from the effective date of grant. The term of each Reload Option
shall be equal to the remaining option term of the Underlying Option.

        6.5.    TERMINATION OF EMPLOYMENT. No additional Reload Options shall be
granted to Optionees when Options and/or Reload Options are exercised pursuant
to the terms of this Plan following termination of the Optionee's employment
unless the Committee, in its sole discretion, shall determine otherwise.

        6.6.    APPLICABILITY OF OTHER SECTIONS. Except as otherwise provided in
this Article 6, the provisions of Article 9 applicable to Options shall apply
equally to Reload Options.

                                   ARTICLE 7.

                              SHARE PURCHASE AWARDS

        7.1.    GRANT OF SHARE PURCHASE AWARD. The term "Share Purchase Award"
means the right to purchase Shares of the Company and to pay for such Shares
through a loan made by the Company to an employee (a "Purchase Loan") as set
forth in this Article 7.

        7.2.    TERMS OF PURCHASE LOANS. (a) PURCHASE LOAN. Each Purchase Loan
shall be evidenced by a promissory note. The term of the Purchase Loan shall be
a period of years, as determined by the Committee, and the proceeds of the
Purchase Loan shall be used exclusively by the Participant for purchase of
Shares from the Company at a purchase price equal to the Fair Market Value on
the date of the Share Purchase Award.

                (b)     INTEREST ON PURCHASE LOAN. A Purchase Loan shall be
non-interest bearing or shall bear interest at whatever rate the Committee shall
determine (but not in excess of the maximum rate permissible under applicable
law), payable in a manner and at such times as the Committee shall determine.
Those terms and provisions as the Committee shall determine shall be
incorporated into the promissory note evidencing the Purchase Loan.

                (c)     FORGIVENESS OF PURCHASE LOAN. Subject to Section 7.4
hereof, the Company may forgive the repayment of up to 100% of the principal
amount of the Purchase Loan, subject to such terms and conditions as the
Committee shall determine and set forth in the promissory note evidencing the
Purchase Loan. A Participant's Purchase Loan can be prepaid at any time, and
from time to time, without penalty.

        7.3.    SECURITY FOR LOANS. (a) STOCK POWER AND PLEDGE. Purchase Loans
granted to Participants shall be secured by a pledge of the Shares acquired
pursuant to the Share Purchase Award. Such pledge shall be evidenced by a pledge
agreement (the "Pledge Agreement") containing such terms and conditions as the
Committee shall determine. Purchase Loans shall be recourse or non-recourse with
respect to a Participant, as determined from time to time by the Committee. The
share certificates for the Shares purchased by a Participant pursuant to a Share
Purchase Award shall be issued in the Participant's name, but shall be held by
the Company as security for repayment of the Participant's Purchase Loan
together


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with a stock power executed in blank by the Participant (the execution and
delivery of which by the Participant shall be a condition to the issuance of the
Share Purchase Award). The Participant shall be entitled to exercise all rights
applicable to such Shares, including, but not limited to, the right to vote such
Shares and the right to receive dividends and other distributions made with
respect to such Shares. When the Purchase Loan and any accrued but unpaid
interest thereon has been repaid or otherwise satisfied in full, the Company
shall deliver to the Participant the share certificates for the Shares purchased
by a Participant under the Share Purchase Award.

                (b)     RELEASE AND DELIVERY OF SHARE CERTIFICATES DURING THE
TERM OF THE PURCHASE LOAN. The Company shall release and deliver to each
Participant certificates for Shares purchased by a Participant pursuant to a
Share Purchase Award, in such amounts and on such terms and conditions as the
Committee shall determine, which shall be set forth in the Pledge Agreement.

                (c)     RELEASE AND DELIVERY OF SHARE CERTIFICATES UPON
REPAYMENT OF THE PURCHASE LOAN. The Company shall release and deliver to each
Participant certificates for the Shares purchased by the Participant under the
Share Purchase Award and then held by the Company, provided the Participant has
paid or otherwise satisfied in full the balance of the Purchase Loan and any
accrued but unpaid interest thereon. In the event the balance of the Purchase
Loan is not repaid, forgiven or otherwise satisfied within 90 days after (i) the
date repayment of the Purchase Loan is due (whether in accordance with its term,
by reason of acceleration or otherwise), or (ii) such longer time as the
Committee, in its discretion, shall provide for repayment or satisfaction, the
Company shall retain those Shares then held by the Company in accordance with
the Pledge Agreement.

                (d)     RECOURSE PURCHASE LOANS. Notwithstanding Sections
7.3(a), (b) and (c) above, in the case of a recourse Purchase Loan, the
Committee may make such Purchase Loan on such terms as it determines, including
without limitation, not requiring a pledge of the acquired Shares.

        7.4.    TERMINATION OF EMPLOYMENT. (a) TERMINATION OF EMPLOYMENT BY
DEATH, DISABILITY OR BY THE COMPANY WITHOUT CAUSE; CHANGE OF CONTROL. In the
event of a Participant's termination of employment by reason of death,
"disability" or by the Company without "cause," or in the event of a "change of
control," the Committee shall have the right (but shall not be required) to
forgive the remaining unpaid amount (principal and interest) of the Purchase
Loan in whole or in part as of the date of such occurrence. "Change of Control,"
"disability" and "cause" shall have the respective meanings as set forth in the
promissory note evidencing the Purchase Loan.

                (b)     OTHER TERMINATION OF EMPLOYMENT. Subject to Section
7.4(a) above, in the event of a Participant's termination of employment for any
reason, the Participant shall repay to the Company the entire balance of the
Purchase Loan and any accrued but unpaid interest thereon, which amounts shall
become immediately due and payable, unless otherwise determined by the
Committee.

        7.5.    RESTRICTIONS ON TRANSFER. No Share Purchase Award or Shares
purchased through such an Award and pledged to the Company as collateral
security for the Participant's Purchase Loan (and accrued and unpaid interest
thereon) may be otherwise pledged, sold, assigned or transferred (other than by
will or by the laws of descent and distribution).


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                                   ARTICLE 8.

                                RESTRICTED AWARDS

        8.1.    RESTRICTED SHARE AWARDS. (a) GRANT. A grant of Shares made
pursuant to this Article 8 is referred to as a "Restricted Share Award." The
Committee may grant to any employee an amount of Shares in such manner, and
subject to such terms and conditions relating to vesting, forfeitability and
restrictions on delivery and transfer (whether based on performance standards,
periods of service or otherwise) as the Committee shall establish (such Shares,
"Restricted Shares"). The terms of any Restricted Share Award granted under this
Plan shall be set forth in a written agreement (a "Restricted Share Agreement")
which shall contain provisions determined by the Committee and not inconsistent
with this Plan. The provisions of Restricted Share Awards need not be the same
for each Participant receiving such Awards.

                (b)     ISSUANCE OF RESTRICTED SHARES. As soon as practicable
after the date of grant of a Restricted Share Award by the Committee, the
Company shall cause to be transferred on the books of the Company, Shares
registered in the name of the Company, as nominee for the Participant,
evidencing the Restricted Shares covered by the Award; provided, however, such
Shares shall be subject to forfeiture to the Company retroactive to the date of
grant, if a Restricted Share Agreement delivered to the Participant by the
Company with respect to the Restricted Shares covered by the Award is not duly
executed by the Participant and timely returned to the Company. All Restricted
Shares covered by Awards under this Article 8 shall be subject to the
restrictions, terms and conditions contained in the Plan and the Restricted
Share Agreement entered into by and between the Company and the Participant.
Until the lapse or release of all restrictions applicable to an Award of
Restricted Shares, the share certificates representing such Restricted Shares
shall be held in custody by the Company or its designee.

                (c)     SHAREHOLDER RIGHTS. Beginning on the date of grant of
the Restricted Share Award and subject to execution of the Restricted Share
Agreement as provided in Sections 8.1(a) and (b), the Participant shall become a
shareholder of the Company with respect to all Shares subject to the Restricted
Share Agreement and shall have all of the rights of a shareholder, including,
but not limited to, the right to vote such Shares and the right to receive
distributions made with respect to such Shares; PROVIDED, HOWEVER, that any
Shares distributed as a dividend or otherwise with respect to any Restricted
Shares as to which the restrictions have not yet lapsed shall be subject to the
same restrictions as such Restricted Shares and shall be represented by book
entry and held as prescribed in Section 8.1(b).

                (d)     RESTRICTION ON TRANSFERABILITY. None of the Restricted
Shares may be assigned or transferred (other than by will or the laws of descent
and distribution), pledged or sold prior to lapse or release of the restrictions
applicable thereto.

                (e)     DELIVERY OF SHARES UPON RELEASE OF RESTRICTIONS. Upon
expiration or earlier termination of the forfeiture period without a forfeiture
and the satisfaction of or release from any other conditions prescribed by the
Committee, the restrictions applicable to the Restricted Shares shall lapse. As
promptly as administratively feasible thereafter, subject to the requirements of
Section 12.1, the Company shall deliver to the Participant or, in case of the
Participant's death, to the Participant's beneficiary, one or more stock
certificates for the appropriate number of Shares, free of all such
restrictions, except for any restrictions that may be imposed by law.

        8.2.    TERMS OF RESTRICTED SHARES. (a) FORFEITURE OF RESTRICTED SHARES.
Subject to Section 8.2(b), all Restricted Shares shall be forfeited and returned
to the Company and all rights of the


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Participant with respect to such Restricted Shares shall terminate unless the
Participant continues in the service of the Company as an employee until the
expiration of the forfeiture period for such Restricted Shares and satisfies any
and all other conditions set forth in the Restricted Share Agreement. The
Committee in its sole discretion, shall determine the forfeiture period (which
may, but need not, lapse in installments) and any other terms and conditions
applicable with respect to any Restricted Share Award.

                (b)     WAIVER OF FORFEITURE PERIOD. Notwithstanding anything
contained in this Article 8 to the contrary, the Committee may, in its sole
discretion, waive the forfeiture period and any other conditions set forth in
any Restricted Share Agreement under appropriate circumstances (including the
death, disability or retirement of the Participant or a material change in
circumstances arising after the date of an Award) and subject to such terms and
conditions (including forfeiture of a proportionate number of the Restricted
Shares) as the Committee shall deem appropriate.

                                   ARTICLE 9.

                              DEFERRED SHARE AWARDS

        9.1.    SHARES AND ADMINISTRATION. Awards of the right to receive Shares
that are not to be distributed to the Participant until after a specified
deferral period (such Award and the deferred Shares delivered thereunder
hereinafter as the context shall require, the "Deferred Shares") may be made
either alone or in addition to share options, share appreciation rights, or
Restricted Share Awards, or Other Share-based Awards (hereafter defined) granted
under the Plan. The Committee shall determine the Directors, officers and other
key employees of the Company and its subsidiaries to whom and the time or times
at which Deferred Shares shall be awarded, the number of Deferred Shares to be
awarded to any Participant, the duration of the period (the "Deferral Period")
during which, and the conditions under which, receipt of the Shares will be
deferred, and the terms and conditions of the award in addition to those
contained in Section 9.2. In its sole discretion, the Committee may provide for
a minimum payment at the end of the applicable Deferral Period based on a stated
percentage of the Fair Market Value on the date of grant of the number of Shares
covered by a Deferred Share award. The Committee may also provide for the grant
of Deferred Shares upon the completion of a specified performance period. The
provisions of Deferred Share awards need not be the same with respect to each
recipient.

        9.2.    TERMS AND CONDITIONS. Deferred Share awards made pursuant to
this Article 9 shall be subject to the following terms and conditions:

                (a)     Subject to the provisions of the Plan, the Shares to be
issued pursuant to a Deferred Share award may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Deferral Period or
Elective Deferral Period (defined below), where applicable, and may be subject
to a risk of forfeiture during all or such portion of the Deferral Period as
shall be specified by the Committee. At the expiration of the Deferral Period
and Elective Deferral Period, share certificates shall be delivered to the
Participant, or the Participant's legal representative, in a number equal to the
number of shares covered by the Deferred Share award.

                (b)     Amounts equal to any dividends declared during the
Deferral Period with respect to the number of Shares covered by a Deferred Share
award will be paid to the Participant currently, or deferred and deemed to be
reinvested in additional deferred Shares or otherwise reinvested, as determined
at the time of the award by the Committee, in its sole discretion.


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                (c)     Subject to the provisions of paragraph 9.2(d) of this
Article 9, upon termination of employment for any reason during the Deferral
Period for a given award, the Deferred Shares in question shall be forfeited by
the Participant.

                (d)     In the event of the Participant's death or permanent
disability during the Deferral Period (or Elective Deferral Period, where
applicable), or in cases of special circumstances, the Committee may, in its
sole discretion, when it finds that a waiver would be in the best interests of
the Company, waive in whole or in part any or all of the remaining deferral
limitations imposed hereunder with respect to any or all of the Participant's
Deferred Shares.

                (e)     Prior to completion of the Deferral Period, a
Participant may elect to further defer receipt of the award for a specified
period or until a specified event (the "Elective Deferral Period"), subject in
each case to the approval of the Committee and under such terms as are
determined by the Committee, all in its sole discretion.

                (f)     Each award shall be confirmed by a Deferred Share
agreement or other instrument executed by the Company and the Participant.

                                   ARTICLE 10.

                         GENERALLY APPLICABLE PROVISIONS

        10.1.   OPTION PERIOD. Subject to Section 3.1(b), the period for which
an Option is exercisable shall not exceed ten years from the date such Option is
granted, PROVIDED, HOWEVER, in the case of an Option that is not intended to be
an "incentive share option," the Committee may prescribe a period in excess of
ten years. After the Option is granted, the option period may not be reduced.

        10.2.   FAIR MARKET VALUE. If the Shares are listed or admitted to
trading on a securities exchange registered under the Exchange Act or listed as
a national market security on the National Association of Securities Dealers,
Inc. Automated Quotations System ("NASDAQ"), the "Fair Market Value" of a Share
as of a specified date shall mean the closing price of a share on the day
immediately preceding the date as of which Fair Market Value is being determined
(or if there was no reported sale on such date, on the last preceding date on
which any reported sale occurred) on the principal securities exchange or NASDAQ
on which the Shares are listed or admitted to trading. If the Shares are not
listed or admitted to trading on any such exchange but are traded in the
over-the-counter market or listed or traded on any similar system then in use,
the Fair Market Value of a Share shall be the average of the high bid and low
asked prices of the Shares for the day immediately preceding the date as of
which the Fair Market Value is being determined (or if there was no reported
sale on such date, on the last preceding date on which any reported sale
occurred) reported on such system. If the Shares are not publicly traded, Fair
Market Value shall be determined by the Committee in its sole discretion using
appropriate criteria. In no case shall Fair Market Value be less than the par
value of a Share. An Option shall be considered granted on the date the
Committee acts to grant the Option or such later date as the Committee shall
specify.

        10.3.   EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercised by the Optionee or by a Permitted Assignee thereof (or by his
executors, administrators, guardian or legal representative, as provided in
Sections 10.6 and 10.7 hereof) as to all or part of the Shares covered thereby,
by the giving of written notice of exercise to the Company, specifying the
number of Shares to be purchased, accompanied by payment of the full purchase
price for the Shares being purchased. Full payment of such


                                       10
<PAGE>


purchase price shall be made within five business days following the date of
exercise and shall be made (i) in cash or by certified check or bank check, (ii)
with the consent of the Committee, by delivery of a promissory note in favor of
the Company upon such terms and conditions as determined by the Committee, (iii)
with the consent of Committee, by tendering previously acquired Shares (valued
at its Fair Market Value, as determined by the Committee as of the date of
tender), or (iv) with the consent of the Committee, any combination of (i), (ii)
and (iii). In connection with a tender of previously acquired Shares pursuant to
clause (iii) above, the Committee, in its sole discretion, may permit the
Optionee to constructively exchange Shares already owned by the Optionee in lieu
of actually tendering such Shares to the Company, provided that adequate
documentation concerning the ownership of the Shares to be constructively
tendered is furnished in form satisfactory to the Committee. The notice of
exercise, accompanied by such payment, shall be delivered to the Company at its
principal business office or such other office as the Committee may from time to
time direct, and shall be in such form, containing such further provisions
consistent with the provisions of the Plan, as the Committee may from time to
time prescribe. In no event may any Option granted hereunder be exercised for a
fraction of a Share. The Company shall effect the transfer of Shares purchased
pursuant to an Option as soon as practicable, and, within a reasonable time
thereafter, such transfer shall be evidenced on the books of the Company. No
person exercising an Option shall have any of the rights of a holder of Shares
subject to an Option until certificates for such Shares shall have been issued
following the exercise of such Option. No adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date of such
issuance.

        10.4.   TRANSFERABILITY. No Option that is intended to qualify as an
"incentive share option" under Section 422 of the Code shall be assignable or
transferable by the Optionee, other than by will or the laws of descent and
distribution, and such Option may be exercised during the life of the Optionee
only by the Optionee or his guardian or legal representative. "Nonqualified
share options" and any share appreciation rights granted in tandem therewith are
transferrable (together and not separately) with the consent of the Compensation
Committee of the Board of Directors by the Optionee or Holder, as the case may
be, to any one or more of the following persons (each, a "Permitted Assignee"):
(i) the spouse, parent, issue, spouse of issue, or issue of spouse ("issue"
shall include all descendants whether natural or adopted) of such Optionee or
Holder, as the case may be; (ii) a trust for the benefit of one or more of those
persons described in clause (i) above or for the benefit of such Optionee or
Holder, as the case may be, or for the benefit of any such persons and such
Optionee or Holder, as the case may be; or (iii) an entity in which the Optionee
or Holder or any Permitted Assignee thereof is a beneficial owner; provided,
however, that such Permitted Assignee shall be bound by all of the terms and
conditions of this Plan and shall execute an agreement satisfactory to the
Company evidencing such obligation; provided further, however that any transfer
by an Optionee or Holder who is not then a Director of the Company to any
Permitted Assignee shall be subject to the prior consent of the Committee; and
provided further, however, that such Optionee or Holder shall remain bound by
the terms and conditions of this Plan. The Company shall cooperate with an
Optionee's Permitted Assignee and the Company's transfer agent in effectuating
any transfer permitted pursuant to this Section 10.4.

        10.5.   TERMINATION OF EMPLOYMENT. In the event of the termination of
employment of an Optionee or the termination or separation from service of an
advisor or consultant or a Director (who is an Optionee) for any reason (other
than death or disability as provided below), any Option(s) granted to such
Optionee under this Plan and not previously exercised or expired shall be deemed
cancelled and terminated on the day of such termination or separation, unless
the Committee decides, in its sole discretion, to extend the term of the Option
for a period not to exceed three months after the date of such termination or
separation, PROVIDED, HOWEVER, that in no instance may the term of the Option,
as so extended, exceed the maximum term established pursuant to Section
3.1(b)(ii) or 10.1 above.


                                       11
<PAGE>


Notwithstanding the foregoing, in the event of the termination or separation
from service of an Optionee for any reason other than death or disability, under
conditions satisfactory to the Company, the Committee may, in its sole
discretion, allow any "nonqualified share options" granted to such Optionee
under the Plan and not previously exercised or expired to be exercisable for a
period of time to be specified by the Committee, PROVIDED, HOWEVER, that in no
instance may the term of the Option, as so extended, exceed the maximum term
established pursuant to Section 10.1 above.

        10.6.   DEATH. In the event an Optionee dies while employed by the
Company or any of its subsidiaries or affiliates or during his term as a
Director of the Company or any of its subsidiaries or affiliates, as the case
may be, any Option(s) granted to him (or his Permitted Assignee) and not
previously expired or exercised shall, to the extent exercisable on the date of
death, be exercisable by the estate of such Optionee or by any person who
acquired such Option by bequest or inheritance, or by the Permitted Assignee at
any time within one year after the death of the Optionee, unless earlier
terminated pursuant to its terms, PROVIDED, HOWEVER, that if the term of such
Option would expire by its terms within six months after the Optionee's death,
the term of such Option shall be extended until six months after the Optionee's
death, PROVIDED FURTHER, HOWEVER, that in no instance may the term of the
Option, as so extended, exceed the maximum term established pursuant to Section
3.1(b)(ii) or 10.1 above.

        10.7.   DISABILITY. In the event of the termination of employment of an
Optionee or the separation from service of a Director (who is an Optionee) due
to total disability, the Optionee, or his guardian or legal representative, or a
Permitted Assignee shall have the unqualified right to exercise any Option(s)
which have not been previously exercised or expired and which the Optionee was
eligible to exercise as of the first date of total disability (as determined by
the Committee), at any time within one year after such termination or
separation, unless earlier terminated pursuant to its terms, PROVIDED, HOWEVER,
that if the term of such Option would expire by its terms within six months
after such termination or separation, the term of such Option shall be extended
until six months after such termination or separation, PROVIDED FURTHER,
HOWEVER, that in no instance may the term of the Option, as so extended, exceed
the maximum term established pursuant to Section 3.1(b)(ii) or 10.1 above. The
term "total disability" shall, for purposes of this Plan, be defined in the same
manner as such term is defined in Section 22(e)(3) of the Code.

        10.8.   AMENDMENT AND MODIFICATION OF THE PLAN. The Compensation
Committee of the Board of Directors of the Company may, from time to time,
alter, amend, suspend or terminate the Plan as it shall deem advisable, subject
to any requirement for shareholder approval imposed by applicable law or any
rule of any stock exchange or quotation system on which Shares are listed or
quoted; provided that such Compensation Committee may not amend the Plan,
without the approval of the Company's shareholders, to increase the number of
Shares that may be the subject of Options under the Plan (except for adjustments
pursuant to Section 10.9 hereof). In addition, no amendments to, or termination
of, the Plan shall in any way impair the rights of an Optionee or a Participant
(or a Permitted Assignee thereof) under any Award previously granted without
such Optionee's or Participant's consent.

        10.9.   ADJUSTMENTS. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities, the issuance
of warrants or other rights to purchase Shares or other securities, or other
similar corporate transaction or event affects the Shares with respect to which
Options have been or may be issued under the Plan, 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 the


                                       12
<PAGE>


Committee may deem equitable, adjust any or all of (i) the number and type of
Shares that thereafter may be made the subject of Options, (ii) the number and
type of Shares subject to outstanding Options and share appreciation rights, and
(iii) the grant or exercise price with respect to any Option, or, if deemed
appropriate, make provision for a cash payment to the holder of any outstanding
Option; provided, in each case, that with respect to "incentive stock options,"
no such adjustment shall be authorized to the extent that such adjustment would
cause such options to violate Section 422(b) of the Code or any successor
provision; and provided further, that the number of Shares subject to any Option
denominated in Shares shall always be a whole number. In the event of any
reorganization, merger, consolidation, split-up, spin-off, or other business
combination involving the Company (collectively, a "Reorganization"), the
Compensation Committee of the Board of Directors or the Board of Directors may
cause any Award outstanding as of the effective date of the Reorganization to be
cancelled in consideration of a cash payment or alternate Award made to the
holder of such cancelled Award equal in value to the fair market value of such
cancelled Award. The determination of fair market value shall be made by the
Compensation Committee of the Board of Directors or the Board of Directors, as
the case may be, in their sole discretion.

        10.10.  CHANGE IN CONTROL. The terms of any Award may provide in the
Share Option Agreement, Restricted Share Agreement, Purchase Loan or other
document evidencing the Award, that upon a "Change in Control" of the Company
(as that term may be defined therein), (i) Options (and share appreciation
rights) accelerate and become fully exercisable, (ii) restrictions on Restricted
Shares lapse and the shares become fully vested, (iii) Purchase Loans are
forgiven in whole or in part, and (iv) such other additional benefits as the
Committee deems appropriate shall apply. For purposes of this Plan, a "Change in
Control" shall mean an event described in the applicable document evidencing the
Award or such other event as determined in the sole discretion of the Board of
Directors of the Company. The Committee, in its discretion, may determine that,
upon the occurrence of a Change in Control of the Company, each Option and share
appreciation right outstanding hereunder shall terminate within a specified
number of days after notice to the Participant or Holder, and such Participant
or Holder shall receive, with respect to each Share subject to such Option or
share appreciation right, an amount equal to the excess of the Fair Market Value
of such Shares immediately prior to the occurrence of such Change in Control
over the exercise price per share of such Option or share appreciation right;
such amount to be payable in cash, in one or more kinds of property (including
the property, if any, payable in the transaction) or in a combination thereof,
as the Committee, in its discretion, shall determine.

        10.11.  OTHER PROVISIONS. (a) The Committee may require each Participant
purchasing Shares pursuant to an Award under the Plan to represent to and agree
with the Company in writing that such Participant is acquiring the Shares
without a view to distribution thereof. The certificates for such Shares may
include any legend which the Committee deems appropriate to reflect any
restrictions on transfer.

                (b)     All certificates for Shares delivered under the Plan
pursuant to any Award shall be subject to such share-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other restrictions of the Securities and Exchange Commission, any stock
exchange upon which the Shares are then listed, and any applicable Federal or
state securities law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

                (c)     Awards granted under the Plan may, in the discretion of
the Committee, be granted either alone or in addition to, in tandem with, or in
substitution for, any other Awards granted under the Plan. If Awards are granted
in substitution for other Awards, the Committee shall require the surrender of
such other Awards in consideration for the grant of the new Awards. Awards
granted in


                                       13
<PAGE>


addition to or in tandem with other Awards may be granted either at the same
time as or at a different time from the grant of such other Awards.

                (d)     Nothing contained in this Plan shall prevent the Board
of Directors from adopting other or additional compensation arrangements,
subject to shareholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific
cases.

                (e)     A Participant shall have no right as a shareholder until
he or she becomes the holder of record.

                (f)     The Company will provide to its shareholders, at least
annually, reports containing financial statements and management's discussion
and analysis of financial conditions and results of operations.

                                   ARTICLE 11.

                                  MISCELLANEOUS

        11.1.   TAX WITHHOLDING. The Company shall notify an Optionee or
Participant (or a Permitted Assignee thereof) of any income tax withholding
requirements arising as a result of the grant of any Award, exercise of an
Option or share appreciation rights or any other event occurring pursuant to
this Plan. The Company shall have the right to withhold from such Optionee or
Participant (or a Permitted Assignee thereof) such withholding taxes as may be
required by law, or to otherwise require the Optionee or Participant (or a
Permitted Assignee thereof) to pay such withholding taxes. If the Optionee or
Participant (or a Permitted Assignee thereof) shall fail to make such tax
payments as are required, the Company or its subsidiaries or affiliates shall,
to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to such Optionee or Participant or to take
such other action as may be necessary to satisfy such withholding obligations.
In satisfaction of the requirement to pay withholding taxes, the Optionee (or
Permitted Assignee) make a written election, which may be accepted or rejected
in the discretion of the Committee, to have withheld a portion of the Shares
then issuable to the Optionee (or Permitted Assignee) pursuant to the Option
having an aggregate Fair Market Value equal to the withholding taxes.

        11.2.   RIGHT OF DISCHARGE RESERVED. Nothing in the Plan nor the grant
of an Award hereunder shall confer upon any employee, Director or other
individual the right to continue in the employment or service of the Company or
any subsidiary or affiliate of the Company or affect any right that the Company
or any subsidiary or affiliate of the Company may have to terminate the
employment or service of (or to demote or to exclude from future Options under
the Plan) any such employee, Director or other individual at any time for any
reason. Except as specifically provided by the Committee, the Company shall not
be liable for the loss of existing or potential profit from an Award granted in
the event of termination of an employment or other relationship even if the
termination is in violation of an obligation of the Company or any subsidiary or
affiliate of the Company to the employee or Director.

        11.3.   NATURE OF PAYMENTS. All Awards made pursuant to the Plan are in
consideration of services performed or to be performed for the Company or any
subsidiary or affiliate of the Company. Any income or gain realized pursuant to
Awards under the Plan and any share appreciation rights constitutes a special
incentive payment to the Optionee, Participant or Holder and shall not be taken
into account, to the extent permissible under applicable law, as compensation
for purposes of any of the employee benefit plans of the Company or any
subsidiary or affiliate of the Company except as may be


                                       14
<PAGE>


determined by the Committee or by the Directors or directors of the applicable
subsidiary or affiliate of the Company.

        11.4.   STATUS OF THE PLAN. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant or Optionee by the Company, nothing
contained herein shall give any such Participant or Optionee any rights that are
greater than those of a general creditor of the Company. In its sole discretion,
the Committee may authorize the creation of trusts or other arrangements to meet
the obligations created under the Plan to deliver the Shares or payments in lieu
of or with respect to Awards hereunder; provided, however, that the existence of
such trusts or other arrangements is consistent with the unfunded status of the
Plan.

        11.5.   SEVERABILITY. If any provision of the Plan shall be held
unlawful or otherwise invalid or unenforceable in whole or in part, such
unlawfulness, invalidity or unenforceability shall not affect any other
provision of the Plan or part thereof, each of which remain in full force and
effect. If the making of any payment or the provision of any other benefit
required under the Plan shall be held unlawful or otherwise invalid or
unenforceable, such unlawfulness, invalidity or unenforceability shall not
prevent any other payment or benefit from being made or provided under the Plan,
and if the making of any payment in full or the provision of any other benefit
required under the Plan in full would be unlawful or otherwise invalid or
unenforceable, then such unlawfulness, invalidity or unenforceability shall not
prevent such payment or benefit from being made or provided in part, to the
extent that it would not be unlawful, invalid or unenforceable, and the maximum
payment or benefit that would not be unlawful, invalid or unenforceable shall be
made or provided under the Plan.

        11.6.   GENDER AND NUMBER. In order to shorten and to improve the
understandability of the Plan document by eliminating the repeated usage of such
phrases as "his or her" and any masculine terminology herein shall also include
the feminine, and the definition of any term herein in the singular shall also
include the plural except when otherwise indicated by the context.

        11.7.   GOVERNING LAW. The Plan and all determinations made and actions
taken thereunder, to the extent not otherwise governed by the Code or the laws
of the United States, shall be governed by the laws of the State of Delaware and
construed accordingly.

        11.8.   EFFECTIVE DATE OF PLAN; TERMINATION OF PLAN. The Plan shall be
effective on the date of the approval of the Plan by the Board of Directors.
Notwithstanding the foregoing, no Option intended to qualify as an incentive
share option shall be granted hereunder until the Plan shall be approved by the
holders of a majority of the shares entitled to vote thereon, provided such
approval is obtained within 12 months after the date of adoption of the Plan by
the Board of Directors. Awards may be granted under the Plan at any time and
from time to time prior to May 31, 2009, on which date the Plan will expire
except as to Awards and related share appreciation rights then outstanding under
the Plan. Such outstanding Awards and share appreciation rights shall remain in
effect until they have been exercised or terminated, or have expired.

        11.9.   CAPTIONS. The captions in this Plan are for convenience of
reference only, and are not intended to narrow, limit or affect the substance or
interpretation of the provisions contained herein.


                                       15