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                          SEEQ TECHNOLOGY INCORPORATED
                         RESTATED 1982 STOCK OPTION PLAN

                 (Amended and Restated through January 13, 2008)



         I.    PURPOSE OF THE PLAN

               This Restated l982 Stock Option Plan (the "Plan") is intended to
promote the interests of SEEQ Technology Incorporated, a Delaware corporation
("Company"), by providing a method whereby (i) employees (including officers and
employee members of the Board) of the Company and its parent or subsidiary
corporations who are primarily responsible for the management, growth and
financial success of the Company and its parent or subsidiary corporations and
(ii) consultants or other independent contractors (other than non-employee
members of the Board) who perform valuable services for the Company and its
parent or subsidiary corporations may be offered incentives and rewards which
will encourage them to acquire a proprietary interest, or otherwise increase
their proprietary interest, in the Company and continue to render services to
the Company or its parent or subsidiary corporations.

         II.   ADMINISTRATION OF THE PLAN

               The Plan shall be administered in accordance with the following
standards:

               (a) The Company's Board of Directors (the "Board") shall appoint
a committee ("Committee") consisting of not less than two (2) Board members to
administer the Plan, including (without limitation) the power to grant options
under the Plan, the power to accelerate the exercisability of granted options
and the power to administer the option surrender provisions of the Plan. This
committee shall function as the "Primary Committee" under the Plan and shall
have sole and exclusive authority to grant stock options to officers of the
Company. No Board member shall be eligible to serve on the Primary Committee if
such individual has, within the twelve (12)-month period immediately preceding
the date he or she is to be appointed to the Primary Committee, received an
option grant under this Plan or an option grant or stock issuance under any
other stock option, stock appreciation, stock bonus or other stock plan of the
Company (or any parent or subsidiary corporation), other than the SEEQ
Technology Incorporated 1989 Nonemployee Director Stock Option Plan.

               (b) Administration of the Plan with respect to the officers of
the Company and all other individuals eligible to participate in the Plan may,
at the Board's discretion, be vested in the Primary Committee or in a secondary
committee of two or more Board members appointed by the Board, or the Board may
retain the power to administer the Plan with respect to all individuals. Should
a secondary committee be appointed, the membership may include Board members who
are employees of the Company eligible to receive option grants under this Plan
or option grants or stock issuances under any other stock option, stock
appreciation, stock bonus or other stock plan of the Company (or any parent or
subsidiary corporation).

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               (c) Members of the Primary Committee or any secondary committee
shall serve for such term as the Board may determine and shall be subject to
removal by the Board at any time.

               (d) The term "Plan Administrator" as used from time to time in
this plan document shall mean the particular entity, whether the Primary
Committee or any secondary committee, which is authorized to administer the
option grant and option surrender provisions of the Plan with respect to one or
more classes of eligible individuals, to the extent such entity is carrying out
its administrative functions under the Plan with respect to those individuals.

               (e) The Plan Administrator shall have full power and authority
(subject to the express provisions of the Plan) to establish such rules and
regulations as it may deem appropriate for the proper administration of the plan
functions within the scope of its administrative authority and to make any and
all determinations with respect to those functions which it may deem necessary
or advisable. All decisions of the Plan Administrator within the scope of its
administrative authority under the Plan shall be final and binding on all
parties who have an interest in any outstanding option granted pursuant to such
authority.

        III.   ELIGIBILITY FOR OPTION GRANTS

               (a) The persons who shall be eligible to receive options pursuant
to the Plan are those employees (including officers) and consultants or other
independent contractors (other than non-employee members of the Board) of the
Company or its parent or subsidiary corporations who render services which tend
to contribute materially to the success of the Company or its parent or
subsidiary corporations or which may reasonably be anticipated to contribute
materially to the future success of the Company or its parent or subsidiary
corporations.

               (b) Non-employee members of the Board shall not be eligible to
participate in the Plan or in any other stock bonus, stock purchase, stock
option or other stock plan of the Company or its parent or subsidiary
corporations other than the SEEQ Technology Incorporated 1989 Nonemployee
Director Stock Option Plan.

               (c) The Plan Administrator shall have the sole and exclusive
authority, within the scope of its administrative functions under the Plan, to
select the eligible individuals who are to receive option grants under the Plan
and to determine the number of shares to be covered by each such option grant,
the status of the granted option as either an incentive stock option ("Incentive
Option") which satisfies the requirements of Section 422 of the Internal Revenue
Code or a non-statutory option not intended to meet such requirements, the time
or times at which such option is to become exercisable and the maximum term for
which the option is to remain outstanding.

               (d) For purposes of this Plan, the following provisions shall be
applicable in determining the parent and subsidiary corporations of the Company:


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                    (i) Any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company shall be considered to be a parent
corporation of the Company, provided each such corporation in the unbroken chain
(other than the Company) owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

                    (ii) Each corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company shall be considered to
be a subsidiary of the Company, provided each such corporation (other than the
last corporation) in the unbroken chain owns, at the time of determination,
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.

         IV.   STOCK SUBJECT TO THE PLAN

               (a) The stock issuable under the Plan shall be shares of the
Company's authorized but unissued or reacquired common stock ("Common Stock").
The aggregate number of shares of Common Stock issuable over the term of the
Plan shall not exceed 8,760,000 shares and not more than 6,171,481 shares shall
be issued under the Plan after January 15, 1998. However, the number of shares
issued under the Plan is subject to adjustment from time to time in accordance
with paragraph IV(b) of the Plan. Should an option terminate for any reason
prior to exercise or surrender in full (including options cancelled in
accordance with the cancellation-regrant provisions of Article VIII of the
Plan), the shares subject to the portion of the option not so exercised or
surrendered shall be available for subsequent option grants under this Plan.
Shares subject to any option or portion thereof surrendered or cancelled in
accordance with Article IX of the Plan and all share issuances under the Plan,
whether or not the shares are subsequently repurchased by the Company pursuant
to its repurchase rights under the Plan, shall reduce on a share-for-share basis
the number of shares of Common Stock available for subsequent option grants
under the Plan. In addition, should the exercise price of an outstanding option
under the Plan be paid with shares of Common Stock or should shares of Common
Stock otherwise issuable under the Plan be withheld by the Company in
satisfaction of the withholding taxes incurred in connection with the exercise
of an outstanding option under the Plan, then the number of shares of Common
Stock available for issuance under the Plan shall not be reduced by the gross
number of shares for which the option is exercised, but by the net number of
shares of Common Stock actually issued to the option holder.

               (b) In the event any change is made to the Common Stock issuable
under the Plan by reason of any stock dividend, stock split, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding shares of the Common Stock as a class without the Company's receipt
of consideration, appropriate adjustments shall be made to (i) the aggregate
number and/or class of securities issuable under the Plan, (ii) the maximum
number of shares issuable per participant under the Plan after December 31, 1993
and (iii) the number and/or class of shares and the price per share of the
securities subject to each outstanding option in order to prevent the dilution
or enlargement of benefits thereunder. The adjustments determined by the Primary
Committee shall be final, binding and conclusive.

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               (c) No one person participating in the Plan may receive options
for more than 2,500,000 shares of the Common Stock over the term of the Plan,
exclusive of options granted prior to December 31, 1993.

         V.    TERMS AND CONDITIONS OF OPTIONS

               Options granted pursuant to the Plan shall be authorized by
action of the Plan Administrator and may, at the discretion of the Plan
Administrator, be either Incentive Options or non-statutory options. Individuals
who are not employees of the Company or its parent or subsidiary corporations
may only be granted non-statutory options. Each granted option shall be
evidenced by one or more instruments in such form as the Plan Administrator
shall from time to time approve; provided, however, that each such instrument
shall comply with the terms and conditions specified below. Each instrument
evidencing an Incentive Option shall, in addition, be subject to the applicable
provisions of Article VI.

         1.    Option Price.

               a. The option price per share shall be fixed by the Plan
Administrator, but in no event shall the option price per share be less than
eighty-five percent (85%) of the fair market value per share of Common Stock on
the grant date.

               b. If any individual to whom an option is to be granted pursuant
to the provisions of the Plan is on the date of grant the owner of stock (as
determined under Section 424(d) of the Internal Revenue Code) possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any one of its parent or subsidiary corporations (such person to be
herein referred to as a 10% Stockholder, then the option price per share shall
not be less than one hundred ten percent (110%) of the fair market value per
share of Common Stock on the grant date.

               c. The option price shall become immediately due upon exercise of
the option and shall, subject to the provisions of Article X, be payable in one
of the alternative forms specified below:

                    (i) full payment in cash or check payable to the Company's
order; or

                    (ii) full payment in shares of Common Stock held for the
requisite period necessary to avoid a charge to the Company's earnings for
financial reporting purposes and valued at fair market value on the Exercise
Date (as such term is defined below) equal to the option price; or

                    (iii) full payment through a special sale and remittance
procedure pursuant to which the optionee is to provide irrevocable written
instructions (I) to a designated brokerage firm to effect the immediate sale of
the purchased shares and remit to the Company, out of the sale proceeds
available on the settlement date, an amount sufficient to cover the aggregate
option price payable for the purchased shares plus all applicable Federal and
state income and employment taxes required to be withheld by the Company by
reason of such 


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purchase and (II) to the Company to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale
transaction; or

                    (iv) any combination of the foregoing so long as the total
payment equals the aggregate option price for the purchased shares.

         For purposes of this subparagraph c, the Exercise Date shall be the
date on which written notice of the option exercise is delivered to the Company.
Except to the extent the sale and remittance procedure is utilized in connection
with the option exercise, payment of the option price for the purchased shares
must accompany such exercise notice.

         d.    The fair market value of a share of Common Stock on any relevant
date under subparagraph a, b or c above (and for all other valuation purposes
under the Plan) shall be determined in accordance with the following provisions:

               (i) If the Common Stock is not at the time listed or admitted to
trading on any stock exchange but is traded in the over-the-counter market, the
fair market value shall be the mean between the highest bid and lowest asked
prices (or, if such information is available, the closing selling price) of the
Common Stock on the date in question in the over-the-counter market, as such
prices are reported by the National Association of Securities Dealers through
its Nasdaq National Market System or any successor system. If there are no
reported bid and asked prices (or closing selling price) on the date in
question, then the mean between the highest bid price and lowest asked price (or
the closing selling price) on the last preceding date for which such quotations
exist shall be determinative of fair market value.

               (ii) If the Common Stock is at the time listed or admitted to
trading on any stock exchange, then the fair market value shall be the closing
selling price per share of Common Stock on the date in question on the stock
exchange determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted on such exchange. If there is
no reported sale of Common Stock on such exchange on the date in question, then
the fair market value shall be the closing selling price of the Common Stock on
the exchange on the last preceding date for which such quotation exists.

         2.    Term and Exercise of Options. Each option granted under the Plan
shall be exercisable at such time or times, during such period, and for such
number of shares as shall be determined by the Plan Administrator and set forth
in the instrument evidencing such option. However, no option granted under this
Plan shall have a term in excess of ten (10) years from the grant date. No
option or stock appreciation right outstanding under the Plan shall be
assignable or transferable by the optionee other than a transfer of the option
by will or by the laws of descent and distribution following the optionee's
death, and during the optionee's lifetime the option and all stock appreciation
rights pertaining to such option shall be exercisable only by the optionee.

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         3.    Effect of Termination of Employment.

         a.    Should an optionee cease Service with the Company for any reason
(including death or permanent disability as defined in Section 22(e)(3) of the
Internal Revenue Code) while the holder of one or more outstanding options
granted to such optionee under the Plan, then such option or options shall in no
event remain exercisable for more than a twenty-four (24) month period (or such
shorter period as is determined by the Plan Administrator and set forth in the
option agreement) following the date of such cessation of Service, but under no
circumstances shall any such option be exercisable after the specified
expiration date of the option term. Each such option shall, during such
twenty-four (24) month or shorter period, be exercisable only to the extent of
the number of shares (if any) for which the option is exercisable on the date of
such cessation of Service. Upon the expiration of such twenty-four (24) month or
shorter period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be exercisable.

         b.    Any option granted to an optionee under the Plan and exercisable
in whole or in part on the date of the optionee's death may be subsequently
exercised, but only to the extent of the number of shares (if any) for which the
option is exercisable on the date of the optionee's cessation of Service (less
any option shares which the Optionee may have purchased prior to death), by the
personal representative of the optionee's estate or by the person or persons to
whom the option is transferred pursuant to the optionee's will or in accordance
with the laws of descent and distribution, provided and only if such exercise
occurs prior to the earlier of (i) the expiration of the eighteen-(18) month
period following the death of the optionee or (ii) the specified expiration date
of the option term. Upon the occurrence of the earlier event, the option shall
terminate and cease to be exercisable.

         c.    If (i) the optionee's Service is terminated for cause (including,
but not limited to, any act of dishonesty, willful misconduct, fraud or
embezzlement or any unauthorized disclosure or use of confidential information
or trade secrets) or (ii) the optionee makes or attempts to make any
unauthorized use or disclosure of confidential information or trade secrets of
the Company or its parent or subsidiary corporations, then in any such event all
outstanding options granted the optionee under the Plan shall immediately
terminate and cease to be exercisable.

         d.    Notwithstanding subparagraphs a and b above, the Plan 
Administrator shall have complete discretion, exercisable either at the time the
option is granted or at the time during which the option remains outstanding, to
extend the period of time for which the option is to remain exercisable
following the optionee's cessation of Service from the twenty-four (24) month or
such shorter period previously established by the Plan Administrator and set
forth in the option agreement to such greater period of time as the Plan
Administrator shall deem appropriate; provided, however, that no option shall be
exercisable after the specified expiration date of the option term and that such
discretion shall not be available where the optionee has been terminated for
cause. The Plan Administrator shall have similar discretion, except with respect
to optionees terminated for cause, to establish as a provision applicable to the
exercise of one or more options granted under the Plan that during the period of
exercisability following 


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cessation of Service (as provided in subparagraph V.3.a or V.3.b above), the
option may be exercised not only with respect to the number of shares for which
it is exercisable at the time of the optionee's cessation of Service but also
with respect to one or more installments of purchasable shares for which the
option otherwise would have become exercisable had such cessation of Service not
occurred.

         e.    For purposes of the foregoing provisions of this Paragraph V.3, 
the optionee shall be deemed to be an Employee of the Company for so long as the
optionee remains in the employ of the Company or one or more parent or
subsidiary corporations. For purposes of the foregoing provisions of this
Paragraph V.3, optionee shall be deemed to be in Service if optionee is an
Employee, independent consultant or Board member of the Company, its parent or
subsidiary.

         4.    Stockholder Rights. An option holder shall have none of the 
rights of a stockholder with respect to any shares covered by the option until
such individual shall have exercised the option, paid the option price and been
issued a stock certificate for the purchased shares.

         5.    Repurchase Price. The shares of Common Stock acquired upon the
exercise of options granted under the Plan may be subject to one or more
repurchase rights of the Company in accordance with the following provisions:

               (a) The Company (or its assigns) shall have the right,
exercisable upon the optionee's cessation of Service, to repurchase at the
original option price any or all of the unvested shares of Common Stock
previously acquired by the optionee upon the exercise of such option(s). Any
such repurchase right shall be exercisable by the Company (or its assigns) upon
such terms and conditions (including the establishment of the appropriate
vesting schedule and other provisions of the expiration of such right in one or
more installments) as the Plan Administrator may specify in the instrument
evidencing such right.

               (b) The Plan Administrator effecting the option grants shall also
have full power and authority to provide for the automatic termination of the
Company's outstanding repurchase rights, in whole or in part, and thereby vest
the optionees in one or more of the shares purchased or purchasable under the
granted options, upon the occurrence of any Corporate Transaction specified in
Article VII or any Change in Control specified in Article IX.

         VI.   INCENTIVE OPTIONS

               The terms and conditions specified below shall be applicable to
all Incentive Options granted under the Plan. Options which are specifically
designated as "non-statutory" or "non-statutory" options when issued under the
Plan shall not be subject to such terms and conditions:

               (a) Option Price. The option price per share of the Common Stock
subject to an Incentive Option shall in no event be less than one hundred
percent (100%) of the fair market value per share of Common Stock on the grant
date.

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               (b) Dollar Limitation. The aggregate fair market value
(determined as of the respective date or dates of grant) of the Common Stock for
which one or more options to any Employee under this Plan (or any other option
plan of the Company or its parent or subsidiary corporations) may for the first
time become exercisable as an Incentive Option during any one calendar year
shall not exceed the sum of $100,000. To the extent the Employee holds two or
more such options which become exercisable for the first time in the same
calendar year, the foregoing limitation on the exercisability thereof as
Incentive Options shall be applied on the basis of the order in which such
options are granted.

               (c) Maximum Term. If the individual to whom the Incentive Option
is granted is a 10% Stockholder (as defined in subparagraph V.1.b above) on the
date of the option grant, then the option shall not have a term in excess of
five years from the grant date, and the exercise price may not be less than 110%
of fair market value.

               Except as modified by the preceding provisions of this Article
VI, all the terms and conditions of the Plan shall be applicable to the
Incentive Options granted hereunder.

         VII.  CORPORATE TRANSACT1ON

               (a)  In the event of one or more of the following transactions to
which the Company is a party ("Corporate Transaction"):

                    (i) a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State of the Company's incorporation;

                    (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company; or

                    (iii) any reverse merger in which the Company is the
surviving entity,

                    then each option outstanding under the Plan shall
automatically become exercisable, during the five (5) business day period
immediately prior to the specified effective date for the Corporate Transaction,
with respect to the full number of shares of Common Stock at the time subject to
such option and may be exercised for all or any portion of such shares. However,
an outstanding option under the Plan shall not be so accelerated if and to the
extent: (i) such option is, in connection with the Corporate Transaction, either
to be assumed by the successor corporation or parent thereof or be replaced with
a comparable option to purchase shares of the capital stock of the successor
corporation or parent thereof or (ii) the acceleration of such option would,
when added to the present value of certain other payments in the nature of
compensation which become due and payable to the option holder in connection
with the Corporate Transaction, result in the payment to such individual of an
excess parachute payment under Section 280G(b) of the Internal Revenue Code. In
addition, outstanding repurchase rights under the Plan will terminate upon the
Corporate Transaction, unless (i) the repurchase right is to be assigned to the
successor corporation or (ii) the termination of such repurchase right would,
when added to the present value of certain other payments in the nature of
compensation which 


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become due and payable to the option holder in connection with the Corporate
Transaction, result in the payment to such individual of an excess parachute
payment under Section 280G(b) of the Internal Revenue Code. The existence of any
such excess parachute payment shall be determined by the Plan Administrator in
the exercise of its reasonable business judgment and on the basis of tax counsel
provided the Company. Upon the consummation of the Corporate Transaction, all
outstanding options under the Plan shall, to the extent not previously exercised
or assumed by the successor corporation or its parent corporation, terminate and
cease to be exercisable.

               (b) Each outstanding option which is assumed in connection with
the Corporate Transaction or is otherwise to continue in effect shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would have been
issuable, in consummation of such Corporate Transaction, to an actual holder of
the same number of shares of Common Stock as are subject to such option
immediately prior to such Corporate Transaction. Appropriate adjustments shall
also be made to the option price payable per share, provided the aggregate
option price payable for such securities shall remain the same. In addition, the
class and number of securities available for issuance under the Plan following
the consummation of the Corporate Transaction shall be appropriately adjusted.

               (c) In connection with any Corporate Transaction, the
exercisability of an incentive stock option under the Federal tax laws of any
accelerated option shall be subject to the applicable dollar limitation of
paragraph VI(c)(i).

               (d) The grant of options under this Plan shall in no way affect
the right of the Company to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merger, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

         VIII. CANCELLATION AND NEW GRANT OF OPTIONS

               The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution therefor new options under the Plan covering the same or different
numbers of shares of Common Stock but having an option price per share not less
than (i) eighty-five percent (85%) of the fair market value per share of Common
Stock on the new grant date, or (ii) one hundred percent (100%) of such fair
market value if the new option is to be an Incentive Option or (iii) one hundred
ten percent (110%) of fair market value in the case of a 10% Stockholder.

         IX.   SURRENDER OF OPTIONS FOR CASH OR STOCK

               (a) One or more option holders may, upon such terms and
conditions as the Plan Administrator may establish at the time of the option
grant or at any time thereafter, be granted the right to surrender all or part
of an unexercised option in exchange for a distribution equal in amount to the
excess of (i) the fair market value (on the option surrender date) of the 


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number of shares in which the optionee is at the time vested under the
surrendered option (or surrendered portion) over (ii) the aggregate option price
payable for such shares. No surrender of an option, however, shall be effective
unless it is approved by the Plan Administrator granting such right. If the
surrender is so approved, then the distribution to which the option holder shall
accordingly become entitled under this Article IX may be made in shares of
Common Stock valued at fair market value at date of surrender, in cash, or
partly in shares and partly in cash, as the Plan Administrator granting such
right shall in its sole discretion deem appropriate.

         (b)   If the surrender of the option is not approved by the Plan
Administrator granting such right, then the option holder shall retain whatever
rights the option holder had under the surrendered option (or surrendered
portion thereof) on the date of surrender and may exercise such rights at any
time prior to the later of (i) the expiration of the 5 business-day period
following receipt of the rejection notice or (ii) the last day on which the
option is otherwise exercisable in accordance with the terms of the instrument
evidencing such option, but in no event may such rights be exercised at any time
after ten (10) years from the date of the option grant.

         (c)   Special limited stock appreciation rights may be granted by the
Plan Administrator in tandem with one or more option grants made under the Plan.
The grant and exercise of such rights shall be subject to the following terms
and conditions:

               Pre-September 1, 1992 Grants. Limited rights may be granted prior
     to September 1, 1992 to one or more officers or directors of the Company
     subject to the short-swing profit restrictions of Section 16 (b) of the
     Securities Exchange Act of 1934 ("Section 16 Insider"). Such limited rights
     shall be exercisable as follows:

               a. Upon the occurrence of a Change in Control at a time when one
     or more classes of the Company's equity securities are registered under
     Section 12(g) of the Exchange Act, each Section 16 Insider who holds such a
     limited right in tandem with one or more of his/her outstanding options
     under the Plan may surrender those options, to the extent such options (I)
     have been outstanding with such limited rights for at least six (6) months
     and (II) are at the time exercisable for one or more shares. In exchange
     for each option so surrendered, the Section 16 Insider shall receive an
     Appreciation Distribution from the Company in an amount equal to the excess
     of (i) the Change in Control Price of the number of shares for which the
     surrendered option (or surrendered portion) is at the time exercisable over
     (ii) the aggregate option price payable for such shares.

               b. Neither the approval of the Plan Administrator granting the
     limited right nor the consent of the Board shall be required in connection
     with the exercise of such right, and the Appreciation Distribution shall be
     made entirely in cash.

               c. For purposes of such Appreciation Distribution, the following
     definitions shall be in effect:

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         Change-in-Control: the occurrence of any of the following transactions:
(i) the acquisition by a person or related group of persons, other than the
Company or a person that directly or indirectly controls, is controlled by or is
under common control with the Company, of twenty-five percent (25%) or more of
the Company's outstanding Common Stock pursuant to a tender or exchange offer
which the Board does not recommend the stockholders to accept, (ii) the
acquisition by a person or related group of persons, other than the Company or a
person that directly or indirectly controls, is controlled by or is under common
control with the Company, of fifty percent (50%) or more of the Company's
outstanding Common Stock in a single transaction or in a series of related
transactions (other than a Corporate Transaction), or (iii) a change in the
composition of the Board such that the individuals elected to the Board at the
last meeting of the stockholders at which there is not a contested election
subsequently cease to comprise a majority of the Board by reason of a contested
election for Board membership.

         Chance in Control Price: the greater of (a) the fair market value per
share of Common Stock on the date of the option surrender, as determined in
accordance with the normal valuation provisions of the Plan, or (b) the highest
reported price per share paid in acquiring ownership of the twenty-five percent
(25%) or greater interest in the Company's outstanding Common Stock in
connection with the Change in Control. However, if the surrendered option is an
Incentive Option, then the Change in Control Price per share of the Common Stock
subject to the surrendered option shall not exceed the value per share
determined under clause (a).

         Post-August 31, 1992 Grants. One or more Section 16 Insiders may, in
the discretion of the Plan Administrator, be granted limited stock appreciation
rights on or after September 1, 1992 in tandem with the option grants made to
such individuals under the Plan. Any limited right so granted shall become
exercisable as follows:

         a. Upon the occurrence of a Hostile Take-Over at a time when one or
more classes of the Company's equity securities are registered under Section
12(g) of the Exchange Act, each outstanding option held by the Section 16(b)
Insider with such a limited right in effect for at least six (6) months shall
automatically be cancelled, to the extent such option is at the time exercisable
for fully-vested shares of Common Stock. The Section 16(b) Insider shall in
return be entitled to a cash distribution from the Company in an amount equal to
the excess of (I) the Take-Over Price of the shares of Common Stock which are at
the time vested under the cancelled option (or cancelled portion) over (II) the
aggregate exercise price payable for such vested shares. The balance of the
option (if any) shall continue in full force and effect in accordance with the
instrument evidencing such grant.

         b. The cash distribution payable upon such cancellation shall be made
within five (5) days following the consummation of the Hostile Take-Over.
Neither the approval of the Plan Administrator nor the consent of the Board
shall be required in connection with such option cancellation and cash
distribution.

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                      c. For purposes of such option cancellation and cash
        distribution, the following definitions shall be in effect:

                      A Hostile Take-Over shall be deemed to occur in the event
        (i) any person or related group of persons (other than the Company or a
        person that directly or indirectly controls, is controlled by, or is
        under common control with, the Company) directly or indirectly acquires
        beneficial ownership (within the meaning of Rule 13d-3 of the Exchange
        Act) of twenty-five percent (25%) or more of Company's outstanding
        Common Stock pursuant to a tender or exchange offer made directly to the
        Company's stockholders which the Board does not recommend such
        stockholders to accept and (ii) more than fifty percent (50%) of the
        securities so acquired in such tender or exchange offer are accepted
        from holders other than Company officers and directors participating in
        this Plan or the 1989 Nonemployee Director Stock Option Plan.

                      The Take-Over Price per share shall be deemed to be equal
        to the greater of (i) the fair market value per share on the option
        cancellation date, as determined pursuant to the normal valuation
        provisions of the Plan, or (ii) the highest reported price per share
        paid in effecting such Hostile Take-Over. However, if the cancelled
        option is an Incentive Option, then the Take-Over Price per share of the
        Common Stock subject to the cancelled option shall not exceed the value
        per share determined under clause (i).

        X.     LOANS OR GUARANTEES OF LOANS

               The Plan Administrator may assist any optionee (including any
officer or director) in the exercise of one or more options granted by such Plan
Administrator to such optionee under the Plan by (a) authorizing the extension
of a loan to such optionee from the Company, (b) permitting the optionee to pay
the option price for the purchased Common Stock in installments over a period of
years or (c) authorizing a guarantee by the Company of a third-party loan to the
optionee. The terms of any loan, installment method of payment or guarantee
(including the interest rate and terms of repayment) will be established by the
Plan Administrator in its sole discretion. Loans, installment payments and
guarantees may be granted without security or collateral (other than to
optionees who are consultants or independent contractors, in which event the
loan must be adequately secured by collateral other than the purchased shares),
but the maximum credit available to the optionee shall not exceed the sum of (i)
the aggregate option price payable for the purchased shares (less the par value
of those shares), plus (ii) any Federal and State income and employment tax
liability incurred by the optionee in connection with the exercise of the
option.

        XI.    SPECIAL TAX WITHHOLDING ELECTION

               The Plan Administrator may, in its discretion and in accordance
with the provisions of this Article XI and such supplemental rules as the Plan
Administrator may from time to time adopt, provide any or all holders of the
non-statutory options granted by such Plan Administrator under the Plan with the
right to use shares of the Common Stock in satisfaction of the Federal and State
income and employment tax withholding liability incurred by such holders 


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in connection with the exercise of their options (the "Withholding Taxes"). Such
right may be provided to any such option holder in either or both of the
following formats:

         1.    Stock Withholding: The holder of the non-statutory option may be
provided with the election to have the Company withhold, from the shares of
Common Stock otherwise issuable upon the exercise of such non-statutory option,
a portion of such shares with an aggregate fair market value equal to the
designated percentage (up to 100% as specified by the option holder) of the
applicable Withholding Taxes.

         Any such stock withholding election shall be subject to the following
terms and conditions:

               (i) The election must be made on or before the date the amount of
     the Federal and State income and employment tax liability incurred by the
     option holder in connection with the exercise of the option is determined
     (the "Tax Determination Date").

               (ii) The election shall be irrevocable.

               (iii) The election shall be subject to the approval of the Plan
     Administrator, and none of the shares of Common Stock for which the option
     is exercised shall be withheld in satisfaction of the Withholding Taxes
     incurred in connection with such exercise except to the extent the Plan
     Administrator approves the election.

               (iv) The shares of Common Stock withheld pursuant to the election
     shall be valued at fair market value on the Tax Determination Date in
     accordance with the valuation procedures of the Plan.

               (v) In no event may the number of shares requested to be withheld
     exceed in value the dollar amount of Withholding Taxes incurred by the
     option holder in connection with the exercise of the nonqualified option.

            If the stock withholding election is to be made by a Section 16
     Insider, then the following limitations, in addition to the preceding
     provisions of this Article XI, shall also be applicable:

               (i) The election shall not become effective at any time prior to
     the expiration of the six (6)-month period measured from the later of the
     grant date of the non-statutory option to which such election pertains or
     the actual grant date of the stock withholding election, and no shares
     shall accordingly be withheld in connection with any Tax Determination Date
     which occurs before the expiration of such six (6)-month period.

               (ii) The election must be effected in accordance with either of
     the following guidelines:

               - The election must be made six (6) months or more prior to the
     Tax Determination Date, or

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                      - The exercise of such election and the exercise of the
        non-statutory option to which it relates must occur concurrently within
        a quarterly "window" period. Quarterly window periods shall begin on the
        third (3rd) business day following the date of public release of each
        quarterly or annual summary statement of the Company's sales and
        earnings and end on the earlier of the twelfth (12th) business day
        following such release date or the Tax Determination Date.

                      (iii) The six (6)-month period specified in clauses (i)
        and (ii) shall not be applicable in the event of the option holder's
        death or disability.

               2. Stock Delivery: The Plan Administrator may, in its discretion,
provide the holder of the non-statutory option with the election to deliver, at
the time the non-statutory option is exercised, one or more shares of Common
Stock already held by such individual with an aggregate fair market value equal
to the designated percentage (up to 100% as specified by the option holder) of
the Withholding Taxes incurred by such individual in connection with such option
exercise.

               Any such stock delivery election shall be subject to the
following terms and conditions:

                    (i) The election must be made on or before the date the
     amount of the Federal and State income and employment tax liability
     incurred by the option holder in connection with the exercise of the option
     is determined (the "Tax Determination Date").

                    (ii) The election shall be irrevocable.

                    (iii) The election shall be subject to the approval of the
     Plan Administrator, and none of the delivered shares of Common Stock shall
     be accepted in satisfaction of the Withholding Taxes incurred in connection
     with the option exercise except to the extent the election is approved by
     the Plan Administrator.

                    (iv) The shares of Common Stock delivered in satisfaction of
     such Withholding Taxes shall be valued at fair market value on the Tax
     Determination Date in accordance with the valuation procedures of the Plan.

                    (v) In no event may the number of delivered shares exceed in
     value the dollar amount of Withholding Taxes incurred by the option holder
     in connection with the exercise of the non-statutory option.

               Any stock delivery election made by an individual who is at the
time a Section 16 Insider shall not be subject to any of the special limitations
which would otherwise be applicable to such individual in connection with the
exercise of the stock withholding election specified above.

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         XII.  AMENDMENT OF THE PLAN

               The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects whatsoever; provided,
however, that no such amendment or modification shall, without the consent of
the holders, adversely affect rights and obligations with respect to options at
the time outstanding under the Plan. In addition, the Board shall not, without
the approval of the Company's stockholders, (i) increase the maximum number of
shares issuable under the Plan, except for permissible adjustments under
paragraph IV(b), or (ii) materially modify the eligibility requirements for the
grant of options under the Plan.

        XIII.  EFFECTIVE DATE AND TERM OF PLAN

               (a) The restated Plan was adopted by the Board in August 1987,
and approved by the Company's stockholders in February 1988, as a consolidation
of the Company's 1982 Incentive Stock Option Plan and 1982 Supplemental Stock
Option Plan. The Plan supersedes those two plans and serves as their successor.
The Plan was restated in October 1988, and amended in November 1990, November
1991, February 1995, and February 1996, to increase the number of shares
issuable under the Plan by 750,000, 1,000,000, 1,400,000 1,000,000 and 1,400,000
shares, respectively. The October 1988 restatement, November 1990, November
1991, December 1993 and February 1996 amendments were approved by the Company's
stockholders in February 1989, February l991, February l992, February 1994 and
March 1996, respectively. The Plan was restated on January 13, 1998 to increase
the number of shares issuable thereunder, to extend the term of the Plan and to
delete obsolete provisions and the restatement was approved by the stockholders
on March 10, 1998.

               (b) The Plan Administrator may, within the scope of its
administrative functions under the Plan, grant stock options and stock
appreciation rights under the Plan at any time after the date the Plan was
initially adopted and prior to the date the Plan is to terminate in accordance
with paragraph (e) below.

               (c) The Plan was restated by the Board effective July 30, 1992 to
bring the Plan in compliance with the applicable requirements of revised SEC
Rule 16b-3, as amended May 1, 1991, under the Securities Exchange Act of 1934.
Such restatement shall apply only to options granted under the Plan from and
after the July 30, 1992 effective date. Each option (together with any related
stock appreciation rights) issued and outstanding under the Plan immediately
prior to such effective date shall continue to be governed by the terms and
conditions of the Plan (and the instrument evidencing such option) as in effect
on the date such option was previously granted, and nothing in the July 30, 1992
restatement shall be deemed to affect or otherwise modify the rights or
obligations of the holders of such options with respect to the acquisition of
shares thereunder or the exercise of their outstanding stock appreciation
rights.

               (d) The sale and remittance procedure authorized for the exercise
of outstanding options shall be available for all options granted under the Plan
from and after July 30, 1992 and for all non-statutory options exercised under
the Plan on or after May 1, 1991. The Primary Committee may also allow such
procedure to be utilized in connection with one or more disqualifying
dispositions of incentive stock option shares effected on or after May 1, l991.

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               (e) Unless sooner terminated in accordance with Article VII, the
Plan shall terminate upon the earlier of (i) January 12, 2008 or (ii) the date
on which all shares available for issuance under the restated Plan shall have
been issued or cancelled pursuant to the exercise, surrender or cancellation of
the options granted hereunder. If the date of termination is determined under
clause (i) above, then any options outstanding on such date (together with any
stock appreciation rights pertaining to such options) shall not be affected by
the termination of the Plan and shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such options (or
related stock appreciation rights).

               (f) Options may be granted under this Plan to purchase shares of
Common Stock in excess of the number of shares then available for issuance under
the Plan, provided (i) an amendment to increase the maximum number of shares
issuable under the Plan is adopted by the Board prior to the initial grant of
any such option and is thereafter submitted to the Company's stockholders for
approval and (ii) each option so granted is not to become exercisable, in whole
or in part, at any time prior to the obtaining of such stockholder approval.

        XIV.   USE OF PROCEEDS

               Any cash proceeds received by the Company from the sale of shares
pursuant to options granted under the Plan shall be used for general corporate
purposes.

        XV.    REGULATORY APPROVALS

               The implementation of the Plan, the granting of any option
hereunder, and the issuance of Common Stock upon the exercise or surrender of
any such option shall be subject to the Company's procurement of all approvals
and permits required by regulatory authorities having jurisdiction over the
Plan, the options granted under it and the Common Stock issued pursuant to it.


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