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EXHIBIT 10

COMPUTER NETWORK TECHNOLOGY CORPORATION

Plan Information Statement
For Participants in the Companys
1999 Non-Qualified Stock Award Plan



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This document constitutes part of a prospectus
covering securities registered under
the Securities Act of 1933.



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The date of this document is as of June 25, 2003



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The Board of Directors of Computer Network Technology Corporation (the
Company) has adopted the 1999 Non-Qualified Stock Award Plan (as amended from
time to time, the Plan). In brief, the Plan enables the Company to make
compensation awards of cash, shares and options to purchase shares of its
Common Stock to employees, consultants and advisors of the Company and those of
its parent and or subsidiary corporations, if any.

The purpose of the Plan is to:



| |  |  | motivate key personnel to produce a superior return to the
Companys shareholders by offering an opportunity to share in the
appreciation of Company stock, and
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| |  |  | help recruiting and retaining key personnel by providing an
attractive opportunity to accumulate capital.
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The Plan is not qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended (the Code), and is not subject to the Employee Retirement
Income Securities Act of 1974.

You have been granted an award under the Plan in the form of either
restricted or unrestricted stock, non-qualified stock options, performance
units or some other stock-based





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award (an Award). A copy of the Plan is attached hereto as Exhibit A. You
also have executed an agreement (the Agreement) containing additional terms
and conditions of your Award. The Plan, along with the Agreement, contain the
rights and obligations you have as the recipient of an Award under the Plan.
The Company suggests that you read the Plan and the Agreement carefully. The
main body of this document briefly summarizes some of the features of the Plan
and also includes additional information the Company is required to provide
under the federal securities laws. Capitalized terms not defined in this
document shall have the meaning given to them in Section 2.1 of the Plan.

Administration

The Plan is administered by the Compensation Committee (the Committee)
of the Board which is composed of two or more directors who are disinterested
persons, as defined in Rule 16b-3(c) (or its successor provisions ) under the
Securities Exchange Act of 1934, as amended (the Exchange Act). Members of
the Committee are appointed by, and may be removed by, a majority vote of the
Board and serve on the Committee for an indefinite term at the discretion of
the Board.

The Committee has the authority to adopt and revise rules relating to the
Plan, to make final and binding interpretations of the Plan and to determine
the timing of grants, identity of recipients, and other terms and conditions of
Awards. The Committee may generally delegate its responsibilities under the
Plan to members of the Companys management and others with respect to the
selection and grants of Awards to Employees. (See Sections 2.1, 3 and 5 of the
Plan.)

Eligible Participants

Key employees, consultants, independent contractors and, in certain
circumstances, officers of the Company and its Affiliates are eligible to
receive Awards under the Plan. The Committee decides to whom Awards should be
granted, the type of Award, and the amount and terms of any such Award. (See
Sections 2.1(j) and 3 of the Plan)

Stock Subject to the Plan

Up to an aggregate of 6,480,000 shares of Common Stock of the Company, par
value $.01 per share, may be issued pursuant to Awards granted under the Plan.
The aggregate number of shares is subject to adjustment for stock splits, stock
dividends, and similar changes in the Companys capitalization. Shares of
stock subject to Awards under the Plan that are not used because the terms and
conditions of the Awards are not met may be reallocated under the Plan as
though they had not been previously awarded. (See Sections 4, 13 and 17 of the
Plan.)

Types of Awards

The types of Awards that may be granted under the Plan include
Non-Qualified Stock Options, Performance Units, Restricted Stock, Stock and
other Stock-based Awards. Subject to restrictions described in the Plan and
the Agreement, Awards will be granted and exercisable or received, as the case
may be, by the recipients at such times as are determined by the Committee.

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Except as may be provided in the Plan or the Agreement, Awards are not
assignable or transferable by you. (See Sections 3, 6 and 7 of the Plan)

Acceleration of Awards, Lapse of Restrictions, Forfeiture

The Committee may provide for the lapse of restrictions on Restricted
Stock or other Awards, accelerated exercisability of Options or acceleration of
the term with respect to which the achievement of performance targets for
Performance Units is determined in the event of a change in control of the
Company, other fundamental changes in the corporate structure of the Company,
your death or retirement, or such other events as the Committee may determine.
The Committee may provide that certain Awards may be exercised in certain
events after your retirement or death. (See Sections 6, 7 and 13 of the Plan)

Adjustments, Modification, Termination

The Plan provides the Committee with discretion to adjust the kind and
number of shares available for Awards or subject to outstanding Awards, the
option price of outstanding Options, and performance targets for, and payments
under, outstanding Awards of Performance Units in the event of mergers,
recapitalization, stock dividends, stock splits, or other relevant changes.
Adjustments in performance targets and payments on Performance Units are also
permitted upon the occurrence of such other events as may be specified by the
Committee, which may include changes in the Companys accounting practices or
changes in the recipients title or employment responsibilities. The Board has
the right to terminate, suspend or modify the Plan. The Committee may cancel
your outstanding Options and Performance Units generally in exchange for cash
payments to the recipients in the event of certain dissolutions, liquidations,
mergers, statutory share exchanges, or other similar events involving the
Company. (See Sections 6, 7, 11, 12, 13 and 16)

Tax Considerations

Nonqualified Stock Options. You will not realize any taxable income, and
the Company will not be entitled to any related deduction, at the time any
Non-Qualified Stock Option is granted under the Plan. Generally, at the time
Shares are transferred to you upon the exercise of a Non-Qualified Stock
Option, you will realize ordinary income, and the Company will be entitled to a
deduction. The amount of such income and deduction will be equal to the excess
of the fair market value of the Shares on the date of exercise over the
exercise price. When you dispose of the Shares, any additional gain or loss
you realize will be taxed as a capital gain or loss.

Nonqualified Stock Options  UK option holders. If you are a UK resident
for tax purposes or are working in the UK, you will not be subject to any UK
tax charge when you are granted a Stock Option under the Plan. However, when
you exercise the Stock Option you will suffer a UK income tax charge on the
difference between the amount you are required to pay on the exercise of the
Stock Option and the value of the Shares at that time. UK national insurance
contributions will also be payable on this difference. You will be required to
pay all relevant income tax and employees national insurance contribution (see
below).

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Restricted and Unrestricted Stock. Unless you file an election to be
taxed under Section 83(b) of the Code:



| |  |  | you will not realize income upon the grant of Restricted
Stock,
| | - |  | ---------------------------------------------------------------



| |  |  | you will realize ordinary income, and the Company will be
entitled to a corresponding deduction when the restrictions have
been removed or expire, and
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| |  |  | the amount of such ordinary income and deduction will be the
fair market value of the Restricted Stock on the date the
restrictions are removed or expire.
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If you file an election to be taxed under Section 83(b) of the Code, your tax
consequences and the Companys tax consequences will be determined as of the
date of you were granted the Restricted Stock, rather than as of the date of
the removal or expiration of the restrictions. An election under Section 83(b)
of the Code must be filed within 30 days of the date of your grant of
Restricted Stock. The election is made by filing with the Company and the IRS
Service Center where you file your income tax return. The statement of
election should include your name, your social security number, the number of
shares of Restricted Stock acquired, the fair market value on the date of
grant, and the date of grant. A copy of the election must be included with
your income tax return for the year of grant.

With respect to Awards of Unrestricted Stock:



| |  |  | you will realize ordinary income and the Company will be
entitled to a corresponding deduction upon the grant of the
Unrestricted Stock, and
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| |  |  | the amount of such ordinary income and deduction will be the
fair market value of such Unrestricted Stock on the date of the
grant.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

When you dispose of Restricted or Unrestricted Stock, you will realize a
capital gain or loss based on the difference between the amount you received
from such disposition and the fair market value of such shares on the date you
realize ordinary income.

Performance Units. Generally:



| |  |  | you will not realize income upon the grant of a Performance Unit Award,
| | - |  | -----------------------------------------------------------------------



| |  |  | you will realize ordinary income, and the Company will be
entitled to a corresponding deduction, in the year cash, shares of
Common Stock, or a combination of cash and shares of Common Stock
are delivered to you upon payment of the Performance Unit Award, and
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| |  |  | the amount of such ordinary income and deduction will be the
amount of cash received plus the fair market value of the shares of
Common Stock received on the date they are received.
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When you dispose of shares received in payment of a Performance Unit Award, the
difference between the amount received upon the disposition and the fair market
value of the shares on the date you realize ordinary income will be treated as
a capital gain or loss.

Withholding. The Plan permits the Company to require you upon receiving
Stock under the Plan to pay the Company, in cash, an amount sufficient to cover
any required withholding taxes or (in the UK) any income tax or employees
national insurance contributions for which the Company may be liable in
connection with the exercise of any Option or the receipt of the Stock. In
lieu of cash, the Committee may permit you to cover withholding obligations (or
the UK tax liabilities) through a reduction in the number of Shares delivered
to you or the surrender to the Company of Shares previously received by you.
The use of Stock to satisfy withholding obligations is subject to certain
restrictions if the recipient is an officer or director of the Company or
deemed to be a holder of 10% or more of the Companys capital stock under
applicable securities laws. (See Section 10 of the Plan)

The foregoing is only a brief summary of the applicable federal income tax
laws and should not be relied upon as being a complete statement. The tax laws
are from time to time subject to legislative changes and new or revised
judicial or administrative interpretations. In addition, you may incur
foreign, state or local tax consequences which are not discussed above. In
particular, the summaries set out above in relation to Restricted Stock and
Performance Unit Awards do not deal with UK tax issues. Therefore, you are
encouraged to review with a tax adviser from time to time the tax status of the
Award you have received. You are also encouraged to review with a tax adviser
the tax consequences prior to exercising an Option and disposing of the Shares
acquired pursuant to such exercise or receiving Stock or cash in connection
with other Awards under the Plan.

Resale Considerations

The prospectus of which this document is a part will not be available for
the resale of Shares of Stock purchased by an affiliate of the Company, as
that term is defined in Rule 405 adopted under the Securities Act of 1933, as
amended (the Securities Act). Generally, such affiliates may resell their
Shares upon compliance with Rule 144 adopted under the Securities Act or
pursuant to an effective registration statement filed with the Securities and
Exchange Commission. If you are not an affiliate of the Company you may
generally resell your Shares without compliance with Rule 144 or further
registration under the Securities Act. Participants who are officers of the
Company must also comply with the reporting and holding period requirements of
Section 16 of the Exchange Act, and the rules and regulations adopted
thereunder.

ADDITIONAL INFORMATION

The Company will provide you without charge, upon your oral or written
request, additional copies of this document and a copy of any or all of the
following documents (without exhibits, except where such exhibits are
specifically incorporated by reference into the information incorporated into
this document), all of which are incorporated by reference into the

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prospectus under Section 10(a) of the Securities Act of which this document is
a part (the Prospectus):



| | (a) |  | The Companys latest annual report on Form 10-K filed
pursuant to Section 13 or 15(d) of the Exchange Act.
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| | (b) |  | All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.
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| | (c) |  | The description of the Companys Common Stock in its
registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
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| | (d) |  | All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold (which shall be
deemed to be incorporated by reference into the Prospectus as of the
date of filing of such reports and documents).
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The Company will provide you a copy of each annual report to shareholders
and all reports, proxy statements and other communications distributed to its
shareholders generally when such distributions are made. Additional
information about the Plan and its administrators is also available. Written
requests for such copies or information should be directed to: Secretary,
Computer Network Technology Corporation, 6000 Nathan Lane, Minneapolis,
Minnesota 55442. Telephone requests may be directed to the office of the
Secretary at (763) 268-6000.

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EXHIBIT A

1999 NON-QUALIFIED STOCK AWARD PLAN

(as amended and restated through June 25, 2003)

1. Purpose. The purpose of this 1999 Non-Qualified Stock Award Plan (the
Plan) is to motivate key personnel to produce a superior return to the
shareholders of Computer Network Technology Corporation by offering such
personnel an opportunity to realize Stock appreciation, by facilitating Stock
ownership, and by rewarding them for achieving a high level of corporate
performance. This Plan is also intended to facilitate recruiting and retaining
key personnel of outstanding ability by providing an attractive capital
accumulation opportunity.

2. Definitions.

2.1 The terms defined in this section are used (and capitalized) elsewhere
in this Plan.

(a) Affiliate means any corporation that is a parent corporation or
subsidiary corporation of the Company, as those terms are defined in Section
424(e) and (f) of the Code, or any successor provision.

(b) Agreement means a written contract entered into between the Company
or an Affiliate and a Participant containing the terms and conditions of an
Award in such form (not inconsistent with this Plan) as the Committee approves
from time to time, together with all amendments thereto, which amendments may
be unilaterally made by the Company (with the approval of the Committee) unless
such amendments are deemed by the Committee to be materially adverse to the
Participant and are not required as a matter of law.

(c) Award means a grant made under this Plan in the form of Options,
Restricted Stock, Stock, or any other Stock-based Award.

(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.

(f) Committee means two or more Disinterested Persons designated by the
Board to administer this Plan under Section 3 hereof.

(g) Company means Computer Network Technology Corporation, a Minnesota
corporation, or any successor to substantially all of its businesses.

(h) Disinterested Person means a member of the Board who is considered a
disinterested person within the meaning of Exchange Act Rule l6b-3 or any
successor definition.

(i) Effective Date means the date specified in Section 8.1 hereof.

(j) Employee means any employee (excluding an officer or director) of
the Company or an Affiliate. Employee shall also include other individuals
and entities who are not employees of the Company or an Affiliate but who
provide services to the Company or an Affiliate in the capacity of an advisor
or consultant (other than as a director). References herein to employment
and similar terms shall include the providing of services in any such capacity.
Employee shall also include any other person not previously employed by the
Company or an Affiliate who is issued an Award as an inducement essential to
the persons entering into an employment contract with the Company (including
employment as an officer), but only if issuance of the Award would not require
shareholder approval of the Plan or the Award under the rules of the National
Association of Securities Dealers, Inc.

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(k) Event means any of the following:

(i) The acquisition by an individual, entity, or group (within the
meaning of Section 13(d)(3) or l4(d)(2) of the Exchange Act) of
beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of
40% or more of either (A) the then outstanding shares of common stock of
the Company (the Outstanding Company Common Stock) or (B) the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of the Board (the Outstanding
Company Voting Securities); provided, however, that the following
acquisitions shall not constitute an Event:

(1) any acquisition of voting securities of the Company
directly from the Company,

(2) any acquisition of voting securities of the Company by the
Company or any of its wholly owned Subsidiaries,

(3) any acquisition of voting securities of the Company by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any of its Subsidiaries, or

(4) any acquisition by any corporation with respect to which,
immediately following such acquisition, more than 60% of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such acquisition in substantially
the same proportions as was their ownership, immediately prior to
such acquisition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be;

(ii) Individuals who, as of the Effective Date, constitute the Board
(the Incumbent Board) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination
for election by the Companys shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board
shall be considered a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest which was
(or, if threatened, would have been) subject to Exchange Act Rule 14a-ll;

(iii) Approval by the shareholders of the Company of a
reorganization, merger, consolidation, or statutory exchange of
Outstanding Company Voting Securities, unless immediately following such
reorganization, merger, consolidation, or exchange, all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization,
merger, consolidation, owned, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of
the corporation resulting from such reorganization, merger,
consolidation, or exchange in substantially the same proportions as was
their ownership, immediately prior to such reorganization, merger,
consolidation, or exchange, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be; or

(iv) Approval by the shareholders of the Company of (A) a complete
liquidation or dissolution of the Company or (B) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation with respect to which, immediately following
such sale or other disposition, more than 60% of, respectively, the then
outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company

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Common Stock and Outstanding Company Voting Securities immediately
prior to such sale or other disposition in substantially the same
proportion as was their ownership, immediately prior to such sale or
other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be.

(v) Notwithstanding the above, an Event shall not be deemed to occur
with respect to an employee if the acquisition of the 40% or greater
interest referred to in subsection (i) is by a group, acting in concert,
that includes that recipient or if at least 40% of the then outstanding
common stock or combined voting power of the then outstanding voting
securities (or voting equity interests) of the surviving corporation or
of any corporation (or other entity) acquiring all or substantially all
of the assets of the Company shall be beneficially owned, directly or
indirectly, immediately after a reorganization, merger, consolidation,
statutory share exchange or disposition of assets referred to in
subsections (iii) or (iv) by a group, acting in concert, that includes
that Participant.

(l) Exchange Act means the Securities Exchange Act of 1934, as amended.

(m) Fair Market Value as of any date means, unless otherwise expressly
provided in this Plan:

(i) the closing sale price of a Share on the date immediately
preceding that date or, if no sale of Shares shall have occurred on that
date, on the next preceding day on which a sale occurred of Shares on the
National Association of Securities Dealers, Inc. Automated Quotations
National Market System (NMS), or

(ii) if the Shares are not quoted on the NMS, what the Committee
determines in good faith to be 100% of the fair market value of a Share
on that date.

Provided, however, if the NMS has closed for the day at the time the event
occurs that triggers a determination of Fair Market Value, whether the grant of
an Award, the exercise of an Option or otherwise, all references in this
Section 2.1(m) to the date immediately preceding that date shall be deemed to
be references to that date. The determination of Fair Market Value shall be
subject to adjustment as provided in Section 12 hereof.

(n) Fundamental Change means a dissolution or liquidation of the
Company, a sale of substantially all of the assets of the Company, a merger or
consolidation of the Company with or into any other corporation, regardless of
whether the Company is the surviving corporation, or a statutory share exchange
involving capital stock of the Company.

(o) Non-Qualified Stock Option means an Option that is not an incentive
stock option granted in accordance with the requirements of Code Section 422 or
any successor to said section.

(p) Option means a right to purchase Stock. All Options under the Plan
shall be Non-Qualified Stock Options.

(q) Performance Cycle means the period of time as specified in an
Agreement over which Performance Units are to be earned.

(r) Performance Units means an Award made under Section 7.2 hereof.

(s) Plan means this 1999 Non-Qualified Stock Award Plan, as amended from
time to time.

(t) Restricted Stockmeans Stock granted under Plan Section 7.3 so long
as such Stock remains subject to one or more restrictions.

(u) Retirement of an Employee means termination of employment with the
Company or an Affiliate on or after the date the Employee attains age 55.

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(v) Share means a share of Stock.

(w) Stock means the common stock, $.01 par value per share (as such par
value may be adjusted from time to time), of the Company.

(x) Subsidiary means a subsidiary corporation, as that term is defined
in Section 424(f) of the Code, or any successor provision.

(y) Successor means the legal representative of the estate of a deceased
Participant or the person or persons who may, by bequest or inheritance, or
under the terms of an Award or of forms submitted by the Participant to the
Committee under Section 16 hereof, acquire the right to exercise an Option or
receive cash or Shares issuable in satisfaction of an Award in the event of an
employees death.

(z) Term means the period during which an Option may be exercised or the
period during which the restrictions or terms and conditions placed on
Restricted Stock are in effect.

(aa) Transfereemeans any member of the Participants immediate family
(i.e., his or her children, step-children, grandchildren and spouse) or one or
more trusts for the benefit of such family members or partnerships in which
such family members are the only partners.

2.2 Number. Except when otherwise indicated by context, any term used in
the singular shall also include the plural.

3. Administration.

3.1 Authority of Committee. The Committee shall administer this Plan.
The Committee may delegate all or any portion of its authority under this Plan
to persons who are not Disinterested Persons solely for purposes of determining
and administering Awards to Employees who are not then subject to the reporting
requirements of Section 16 of the Exchange Act. The Committee shall have
exclusive power to make Awards, to determine when and to whom Awards will be
granted, the form of each Award, the amount of each Award, and any other terms
or conditions of each Award. Each Award shall be subject to an Agreement
authorized by the Committee. The Committees interpretation of this Plan and
of any Awards made under this Plan shall be final and binding on all persons.
The Committee shall have the power to establish regulations to administer this
Plan and to change such regulations.

3.2 Indemnification. To the full extent permitted by law, (a) no member
of the Board or of the Committee or any person to whom the Committee delegates
authority under this Plan shall be liable for any action or determination taken
or made in good faith with respect to this Plan or any Award made under this
Plan and (b) the members of the Board and of the Committee and each person to
whom the Committee delegates authority under this Plan shall be entitled to
indemnification by the Company with regard to such actions and determinations.

4. Shares Available Under this Plan. The number of Shares available for
distribution under this Plan shall not exceed 6,480,000 (subject to adjustment
as provided in this Section 4 and under Section 12 hereof). Any Shares subject
to the terms and conditions of an Award under this Plan that are not used
because the terms and conditions of the Award are not met may again be used for
an Award under this Plan. In addition, if, in accordance with this Plan, an
employee uses shares of Common Stock of the Company to (i) pay a purchase or
exercise price, including an Option exercise price, or (ii) satisfy tax
withholdings, only the number of shares issued net of the shares tendered in
payment of such purchase or exercise price and tax withholdings shall be deemed
to be issued for purposes of determining the maximum number of Shares available
under the Plan. Further, the maximum number of Shares available for
distribution under this Plan shall be increased to take into account any Awards
granted under Section 17 of this Plan.

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5. Eligibility. Awards may be granted under this Plan to Employees, and
such Awards shall have the terms and conditions specified in Sections 6 and 7
hereof and elsewhere in this Plan. The granting of Awards to Employees is
solely at the discretion of the Committee.

6. General Terms of Awards.

6.1 Amount of Award. Each Agreement with an Employee shall set forth the
number of Shares to which the Option subject to such Agreement applies or the
number of Shares of Restricted Stock, Stock or Performance Units subject to
such Agreement, as the case may be.

6.2 Term. Each Agreement, other than those relating solely to Awards of
Shares without restrictions, shall set forth the Term of the Option or
Restricted Stock or the Performance Cycle for the Performance Units, as the
case may be. An Agreement may permit an acceleration of the expiration of the
applicable Term upon such terms and conditions as shall be set forth in the
Agreement, which may, but need not, include without limitation acceleration
resulting from the occurrence of an Event or in the event of the Employees
death or Retirement. Acceleration of the Performance Cycle of Performance
Units shall be subject to Section 7.2(b) hereof.

6.3 Agreements. Each Award under this Plan shall be evidenced by an
Agreement setting forth the terms and conditions, as determined by the
Committee, which shall apply to such Award, in addition to the terms and
conditions specified in this Plan.

6.4 Transferability. Except as provided in this Section 6.4, during the
lifetime of an employee to whom an Award is granted, only that Participant (or
that Participants legal representative) may exercise an Option or receive
payment with respect to Performance Units or any other Award. No Award of
Restricted Stock (prior to the expiration of the restrictions), Options or
Performance Units or other Award may be sold, assigned, transferred, exchanged
or otherwise encumbered other than pursuant to a domestic relations order as
defined in the Code or Title I of the Employee Retirement Income Security Act
(ERISA) or the rules thereunder; any attempted transfer in violation of this
Section 6.4 shall be of no effect. Notwithstanding the immediately preceding
sentence, the Committee, in an Agreement or otherwise at its discretion, may
provide (i) that the Award subject to the Agreement shall be transferable to a
Successor in the event of an employees death, or (ii) that the Award may be
transferable to a Transferee if the Participant receives no consideration for
the transfer. Any Award held by a Transferee shall continue to be subject to
the same terms and conditions that were applicable to such Award immediately
prior to its transfer. By way of example and not limitation, (i) an Option may
be exercised by a Transferee as and to the extent that such Option has become
exercisable and has not terminated in accordance with the provisions of the
Plan and the applicable Agreement and (ii) for purposes of any provision of
this Plan relating to notice to an optionee or to vesting or termination of an
Option upon the death, disability or termination of employment of an optionee,
the references to optionee shall mean the original grantee of an option and
not any Transferee.

7. Terms and Conditions of Specific Awards.

7.1 Stock Options. Each Option shall be granted as a Non-Qualified Stock
Option and not as an incentive stock option under Code Section 422 or any other
successor to said section. The purchase price of each Share subject to an
Option shall be determined by the Committee and set forth in the Agreement, but
shall not be less than 100% of the Fair Market Value of a Share as of the date
the Option is granted. The purchase price of the Shares with respect to which
an Option is exercised shall be payable in full at the time of exercise,
provided that to the extent permitted by law, the Agreement may permit some or
all Participants simultaneously to exercise Options and sell the Shares thereby
acquired pursuant to a brokerage or similar relationship and use the proceeds
from such sale as payment of the purchase price of such Shares. The purchase
price may be payable in cash, in Stock having a Fair Market Value as of the
date the Option is exercised equal to the purchase price of the Stock being
purchased pursuant to the Option, or a combination thereof as determined by the
Committee and provided in the Agreement. Each Option shall be exercisable in
whole or in part on the terms provided in the Agreement. In no event shall any
Option be exercisable at any time after its expiration date. When an Option is
no longer exercisable, it shall be deemed to have lapsed or terminated. The
Committee may provide, in an Agreement or otherwise, that an employee who
exercises an Option and pays the Option price in whole or in part with Shares
then owned by the Participant will be entitled to

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receive another Option covering the same number of shares tendered and
with a price of no less than Fair Market Value on the date of grant of such
additional Option (Reload Option).

7.2 Performance Units.

(a) Initial Award. An Award of Performance Units shall entitle such
Participant (or a Successor) to future payments of cash, Stock, or a
combination of cash and Stock, as determined by the Committee and provided in
the Agreement, based upon the achievement of performance targets established by
the Committee. Such performance targets may, but need not, include without
limitation targets relating to one or more of corporate, group, unit,
Affiliate, or individual performance. The Agreement may establish that a
portion of a full or maximum amount of an employees Award will be paid for
performance, which exceeds the minimum target but falls below the maximum
target applicable to such Award. The Agreement shall also provide for the
timing of such payment. Following the conclusion or acceleration of each
Performance Cycle, the Committee shall determine the extent to which (i)
performance targets have been attained, (ii) any other terms and conditions
with respect to an Award relating to such Performance Cycle have been
satisfied, and (iii) payment is due with respect to an Award of Performance
Units.

(b) Acceleration and Adjustment. The Agreement may permit an acceleration
of the Performance Cycle and an adjustment of performance targets and payments
with respect to some or all of the Performance Units awarded to an employee
upon such terms and conditions as shall be set forth in the Agreement, upon the
occurrence of certain events, which may, but need not include without
limitation an Event, a Fundamental Change, the Participants death or
Retirement or, with respect to payments in Stock with respect to Performance
Units, a reclassification, stock dividend, stock split, or stock combination as
provided in Section 12 hereof.

7.3 Restricted Stock Awards

(a) The Committee is authorized to grant, either alone or in conjunction
with other Awards, stock and stock-based Awards. The Committee shall determine
the persons to whom such Awards are made, the timing and amount of such Awards,
and all other terms and conditions. Company Common Stock granted to recipients
may be unrestricted or may contain such restrictions, including provisions
requiring forfeiture and imposing restrictions upon stock transfer, as the
Committee may determine. Unless forfeited, the recipient of restricted Common
Stock will have all other rights of a shareholder, including without
limitation, voting and dividend rights.

(b) An Award of Restricted Stock under the Plan shall consist of Shares
subject to restrictions on transfer and conditions of forfeiture, which
restrictions and conditions shall be included in the applicable Agreement. The
Committee may provide for the lapse or waiver of any such restriction or
condition based on such factors or criteria as the Committee, in its sole
discretion, may determine.

(c) Except as otherwise provided in the applicable Agreement, each Stock
certificate issued with respect to an Award of Restricted Stock shall either be
deposited with the Company or its designee, together with an assignment
separate from the certificate, in blank, signed by the Participant, or bear
such legends with respect to the restricted nature of the Restricted Stock
evidenced thereby as shall be provided for in the applicable Agreement.

(d) The Agreement shall describe the terms and conditions by which the
restrictions and conditions of forfeiture upon awarded Restricted Stock shall
lapse. Upon the lapse of the restrictions and conditions, Shares free of
restrictive legends, if any, relating to such restrictions shall be issued to
the Participant or a Successor or Transferee.

(e) An employee or a Successor or Transferee with a Restricted Stock Award
shall have all the other rights of a shareholder including, but not limited to,
the right to receive dividends and the right to vote the Shares of Restricted
Stock.

7.4 Other Awards. The Committee may from time to time grant Stock and
other Awards under the Plan including without limitations those Awards pursuant
to which Shares are or may in the future be acquired, Awards denominated in
Stock units, securities convertible into Stock and Phantom securities. The
Committee, in its sole discretion, shall determine the terms and conditions of
such Awards provided that such Awards shall not be

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inconsistent with the terms and purposes of this Plan. The Committee may,
at its sole discretion, direct the Company to issue Shares subject to
restrictive legends and/or stop transfer instructions that are consistent with
the terms and conditions of the Award to which the Shares relate. Furthermore,
the Committee may use stock available under this Plan as payment for
compensation, grants or rights and earned or due under any other compensation
plans or arrangements of the Company.

8. Effective Date of this Plan.

8.1 Effective Date. This Plan shall become effective as of July 15, 1999,
the date of adoption of this Plan by the Board.

8.2 Duration of this Plan. This Plan shall remain in effect until all
Stock subject to it shall be distributed or all Awards have expired or lapsed,
whichever is latest to occur, or this Plan is terminated pursuant to Section 11
hereof. The date and time of approval by the Committee of the granting of an
Award (or such other time as the Committee shall designate) shall be considered
the date and time at which such Award is made or granted, notwithstanding the
date of any Agreement with respect to such Award.

9. Right to Terminate Employment. Nothing in this Plan or in any
Agreement shall confer upon any Employee the right to continue in the
employment of the Company or any Affiliate or affect any right which the
Company or any Affiliate may have to terminate the employment of the Employee
with or without cause.

10. Tax Withholding.The Company may withhold from any cash payment under
this Plan to an employee or other person (including a Successor or a
Transferee) an amount sufficient to cover any withholding taxes required or
permitted to be withheld from the employee or other person. The Company shall
have the right to require an employee or other person receiving Stock under
this Plan to pay to the Company a cash amount sufficient to cover any
withholding taxes, including any income tax, social security tax, national
insurance contribution, or other kind or type of tax for which the employee,
the Company or any Affiliate may be liable as a consequence of the employee or
other person exercising an Option or receiving Stock. In lieu of all or any
part of such a cash payment from a person receiving Stock under this Plan, the
Committee may permit the individual to elect to cover all or any part of the
withholdings, and to cover any additional withholdings up to the amount needed
to cover the full amount of federal, state, and local tax with respect to
income arising from payment of the Award, through a reduction of the number of
Shares delivered to such individual or a subsequent return to the Company of
Shares held by the employee or other person, in each case valued in the same
manner as used in computing the withholding taxes under the applicable laws.
The Company or the relevant Affiliate may in accordance with and to the extent
it is able under the laws of the jurisdiction with respect to which a tax is
owed, deduct the relevant amount from subsequent earnings payable to the
employee. To the extent that the Company or the relevant Affiliate cannot (or
does not) make the relevant deductions, the employee or person receiving the
Stock shall enter into such other arrangements for the individual to reimburse
the Company or the Affiliate for the amount of the tax liability as the Company
shall require, and the Company may make the individuals agreement to such
arrangements a condition of the exercise of any Stock Option or the receipt of
any Award under the Plan.

11. Amendment, Modification and Termination of this Plan.

(a) The Board may at any time and from time to time terminate, suspend or
modify the Plan. Except as limited in (b) below, the Committee may at any time
alter or amend any or all Agreements under the Plan to the extent permitted by
law.

(b) No termination, suspension, or modification of the Plan will
materially and adversely affect any right acquired by any Participant or
Successor or Transferee under an Award granted before the date of termination,
suspension, or modification, unless otherwise agreed to by the Participant in
the Agreement or otherwise, or required as a matter of law; but it will be
conclusively presumed that any adjustment for changes in capitalization
provided for in Plan Section 7.2 or 12 does not adversely affect these rights.

12. Adjustment for Changes in Capitalization. Appropriate adjustments in
the aggregate number and type of Shares available for Awards under this Plan
and in the number and type of Shares and amount of cash subject to

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Awards then outstanding, in the Option price as to any outstanding Options
and, subject to Section 7.2(b) hereof, in outstanding Performance Units and
payments with respect to outstanding Performance Units may be made by the
Committee in its sole discretion to give effect to adjustments made in the
number or type of Shares of the Company through a Fundamental Change (subject
to Section 13 hereof), recapitalization, reclassification, stock dividend,
stock split, stock combination, or other relevant change, provided that
fractional Shares shall be rounded to the nearest whole share.

13. Fundamental Change. In the event of a proposed Fundamental Change:
(a) involving a merger, consolidation, or statutory share exchange, unless
appropriate provision shall be made for the protection of the outstanding
Options by the substitution of options and appropriate voting common stock of
the corporation surviving any such merger or consolidation or, if appropriate,
the parent corporation of the Company or such surviving corporation, to be
issuable upon the exercise of options in lieu of Options and capital stock of
the Company, or (b) involving the dissolution or liquidation of the Company,
the Committee shall declare, at least 20 days prior to the occurrence of the
Fundamental Change, and provide written notice to each holder of an Option of
the declaration, that each outstanding Option, whether or not then exercisable,
shall be canceled at the time of, or immediately prior to the occurrence of the
Fundamental Change in exchange for payment to each holder of an Option, within
ten days after the Fundamental Change, of cash equal to the amount, if any, for
each Share covered by the canceled Option, by which the Fair Market Value (as
defined in this Section) per Share exceeds the exercise price per Share covered
by such Option. At the time of the declaration provided for in the immediately
preceding sentence, each Option shall immediately become exercisable in full
and each person holding an Option shall have the right, during the period
preceding the time of cancellation of the Option, to exercise the Option as to
all or any part of the Shares covered thereby; provided, however, that if such
Fundamental Change does not become effective, then the declaration pursuant to
this Section 13(b) shall be rescinded, the acceleration of the exercisibility
of the Option pursuant to this Section 13(b) shall be void, and the Option
shall be exercisable in accordance with its terms. In the event of a
declaration pursuant to this Section 13, each outstanding Option that shall not
have been exercised prior to the Fundamental Change shall be canceled at the
time of, or immediately prior to, the Fundamental Change, as provided in the
declaration. Notwithstanding the foregoing, no person holding an Option shall
be entitled to the payment provided for in this Section 13 if such Option shall
have expired pursuant to an Agreement. For purposes of this Section only,
Fair Market Value per Share means the cash plus the fair market value, as
determined in good faith by the Committee, of the non-cash consideration to be
received per Share by the shareholders of the Company upon the occurrence of
the Fundamental Change, notwithstanding anything to the contrary provided in
this Plan.

14. Unfunded Plan. This Plan shall be unfunded and the Company shall not
be required to segregate any assets that may at any time be represented by
Awards under this Plan.

15. Other Benefit and Compensation Programs. Payments and other benefits
received by an employee under an Award shall not be deemed a part of an
employees regular, recurring compensation for purposes of any termination,
indemnity, or severance pay laws and shall not be included in, nor have any
effect on, the determination of benefits under any other employee benefit plan,
contract, or similar arrangement provided by the Company or an Affiliate,
unless expressly so provided by such other plan, contract, or arrangement or
the Committee determines that an Award or portion of an Award should be
included to reflect competitive compensation practices or to recognize that an
Award has been made in lieu of a portion of competitive cash compensation.

16. Beneficiary Upon Employees Death. To the extent that the transfer of
an employees Award at death is permitted under an Agreement, (a) an employees
Award shall be transferable to the beneficiary, if any, designated on forms
prescribed by and filed with the Committee and (b) upon the death of the
Employee, such beneficiary shall succeed to the rights of the Employee to the
extent permitted by law and this Plan. If no such designation of a beneficiary
has been made, the Participants legal representative shall succeed to the
Awards, which shall be transferable by will or pursuant to laws of descent and
distribution to the extent permitted under an Agreement.

17. Corporate Mergers, Acquisitions, Etc. The Committee may also grant
Options, Restricted Stock or other Awards under the Plan having terms,
conditions and provisions that vary from those specified in this Plan provided
that any such awards are granted in substitution for, or in connection with the
assumption of, existing options, stock appreciation rights, restricted stock or
other awards granted, awarded or issued by another corporation and assumed or
otherwise agreed to be provided for by the Company pursuant to or by reason of
a transaction involving a

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corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation to which the Company or a subsidiary
is a party.

18. Deferrals and Settlements. The Committee may require or permit
Employees to elect to defer the issuance of Shares or the settlement of Awards
in cash under such rules and procedures as it may establish under the Plan. It
may also provide that deferred settlements include the payment or crediting of
interest on the deferral amounts.

19. Governing Law. To the extent that federal laws do not otherwise
control, this Plan and all determinations made and actions taken pursuant to
this Plan shall be governed by the laws of Minnesota and construed accordingly.

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