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                                                                     EXHIBIT 10B


                       1999 NON-QUALIFIED STOCK AWARD PLAN


                (AS AMENDED AND RESTATED THROUGH MARCH 19, 2001)


         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-l l;

              (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 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,


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         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.


     (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.

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     (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 3,230,000 (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.

     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.

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     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.

     7.0  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 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.

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     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 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  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 required withholding
          taxes. 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 required withholding taxes. 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 required withholdings, and to
          cover any additional withholdings up to the amount needed to cover the
          individual's full FICA and federal, state, and local income 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.

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     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 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.

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     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 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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