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                                                                   EXHIBIT 10(a)

                             HEWLETT-PACKARD COMPANY

                        1985 INCENTIVE COMPENSATION PLAN

                   PART 1. PLAN ADMINISTRATION AND ELIGIBILITY

1.   PURPOSE

     The purpose of this 1985 Incentive Compensation Plan (the "Plan") of
Hewlett-Packard Company (the "Company") is to encourage ownership in the Company
by key personnel whose long-term employment is considered essential to the
Company's continued progress and thus to provide them with a further incentive
to continue in the employ of the Company or its subsidiaries. (The Company and
all such subsidiaries are collectively referred to hereinafter as the
"Participating Companies.")

II.  ADMINISTRATION

     The Board of Directors (the "Board") of the Company or any committee (the
"Committee") of the Board that will satisfy Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any regulations
promulgated thereunder, as from time to time in effect, including any successor
rule ("Rule 16b-3"), shall supervise and administer the Plan. The Committee
shall consist solely of two or more non-employee directors of the Company, who
shall be appointed by the Board. A member of the Board shall be deemed to be a
"non-employee director" only if he satisfies such requirements as the Securities
and Exchange Commission may establish for non-employee directors under Rule
16b-3. Members of the Board receive no additional compensation for their
services in connection with the administration of the Plan.

     The Committee or the Board shall from time to time designate the key
employees of the Participating Companies who shall be granted stock options,
stock or cash awards under the Plan and the amount and nature of the award
granted to each such employee.

     The Board or the Committee may adopt such rules or guidelines as it deems
appropriate to implement the Plan. All questions of interpretation of the Plan
or of any shares issued under it shall be determined by the Board or the
Committee and such determination shall be final and binding upon all persons
having an interest in the Plan. Any or all powers and discretion vested in the
Board or the Committee under this Plan may be exercised by any subcommittee so
authorized by the Board or the Committee and satisfying the requirements of Rule
16b-3 for employees subject to Section 16 of the Exchange Act. In addition, the
Board or the Committee may delegate to the Executive Committee of the Board of
Directors the power to approve stock options and stock awards to employees not
subject to Section 16 of the Exchange Act.

III. PARTICIPATION IN THE PLAN

     Key employees of the Company, including officers (with the exception of
Messrs. David Packard and William R. Hewlett), and directors of the Company who
are also employed by a Participating Company shall be eligible to participate in
the Plan.

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IV.  STOCK SUBJECT TO THE PLAN

     The maximum number of shares which may be optioned or awarded under the
Plan shall be Twenty Four Million (24,000,000) shares of the Company's $0.0l par
value Common Stock. If a class of Preferred Stock is created and authorized by
the Company's Certificate of Incorporation with amendment, Preferred Stock may
be used in lieu of Common Stock for awarded Plan grants. The limitation on the
number of shares which may be optioned or awarded under the Plan shall be
subject under the Plan shall be subject to adjustment as provided in Section XX
of the Plan.

     The grant of a stock award not pursuant to an option under the Plan ("Stock
Award") shall be subject to such restrictions as the Committee shall determine
to be appropriate, including but not limited to restrictions on resale,
repurchase provisions, special vesting requirements or forfeiture provisions.

     If any outstanding option under the Plan for any reason expires or is
terminated without having been exercised in full, or if any Stock Awards are
forfeited, the forfeited shares or shares allocable to the unexercised portion
of such option shall again become available for grant pursuant to the Plan.

     Upon the grant of a Stock Award or the exercise of an option, the Company
may issue new shares or reissue shares previously repurchased by or on behalf of
the Company. If shares are to be repurchased and reissued, the Company shall
determine, on or before the last day of each fiscal quarter, the amount, if any,
of the Company's Common Stock to be purchased by a broker or other independent
agent designated by the Company (the "Broker") in the following quarter for
delivery under the Plan. Stock so purchased by the Broker shall be restored to
the status of authorized but unissued shares. The amounts of stock to be
purchased may be all or less than all of the projected requirements of the Plan.
It is not the intent of the Company that purchases by the Broker exceed actual
Plan requirements for the quarter. In such an event, however, excess shares
would be carried over to help satisfy Plan requirements in the following
quarter. To the extent that the amounts purchased by the Broker do not meet
actual Plan requirements, the Company shall issue original shares. The Broker
shall be free to purchase such stock at such times, at such prices and in such
amounts as the Broker deems appropriate, whether through brokers or by purchase
from securities dealers, both on and off the national exchanges, or by private
sale or otherwise; provided that the Broker shall purchase the full number of
shares required by the Company to be purchased for that quarter, and that such
purchases shall be consistent with such conditions as may be prescribed from
time to time by law or by the Securities and Exchange Commission ("SEC") in any
rule or regulation or in any exemptive order or no-action letter issued by the
SEC to the Company or the Broker with respect to the making of such purchases,
or otherwise. As commitments for such purchases are made by the Broker, the
Company shall, upon written consent of the Broker, deliver to the Broker the
funds necessary to consummate such purchases and pay any brokerage and related
incidental charges. All amounts transferred to the Broker by the Company shall
be promptly invested in the Company's Common Stock, in no event later than 30
days after delivery of such funds by the Company.

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                 PART 2. OPTIONS AND STOCK APPRECIATION RIGHTS

V.   INCENTIVE STOCK OPTIONS

     Any option granted under the Plan may be designated by the Committee as a
non-statutory option or as an incentive stock option ("ISO") entitled to special
tax treatment under Section 422A of the Internal Revenue Code of 1954, as
amended to date and as may be amended from time to time (the "Code").

     No option intended to qualify as an ISO may be granted under the Plan if
such grant, together with any applicable prior grants, would exceed any maximum
established under the Code for ISOs that may be granted to a single employee.
Should it be determined that any ISO granted under the Plan exceeds such
maximum, the ISO shall be null and void to the extent, but only to the extent,
of such excess. Section 422A(b)(8) of the Code presently provides that the
aggregate fair market value (determined as of the time the ISO is granted) of
the stock for which any employee may be granted ISOs in any calendar year under
all incentive stock option plans of the Company shall not exceed $100,000 plus
any unused limit carryover (as defined in the Code) to such year.

     Nothing in this section shall be deemed to prevent the grant of options in
excess of the maximum established by the Code where such excess amount is
treated as a non-statutory option not entitled to special tax treatment under
Section 422A of the Code.

VI.  TERMS, CONDITIONS AND FORM OF OPTIONS

     Each option granted under this Plan shall be authorized by action of the
Committee and shall be evidenced by a written agreement in such form as the
Committee shall from time to time approve, which agreements shall comply with
and be subject to the following terms and conditions:

     A. OPTIONS NON-TRANSFERABLE. Each option granted under the Plan by its
terms shall not be transferable by the optionee otherwise than by will, or by
the laws of descent and distribution, and shall be exercised during the lifetime
of the optionee only by him. No option or interest therein may be transferred,
assigned, pledged or hypothecated by the optionee during his lifetime, whether
by operation of law or otherwise, or be made subject to execution, attachment or
similar process.

     B. PERIOD OF OPTION. No option may be exercised before the first
anniversary of the date upon which it was granted, nor may it be exercised as to
more than one-fourth of the number of shares covered thereby before the second
anniversary of such date, nor as to more than one-half of the number of shares
covered thereby before the third anniversary of such date; provided, however,
that any option granted pursuant to the Plan shall become exercisable in full
upon the retirement of the optionee because of age or total and permanent
disability or upon the death of the optionee. No option shall be exercisable
after the expiration of ten (10) years from the date upon which such option is
granted. Each option shall be subject to termination before its date of
expiration as hereinafter provided.

     C. EXERCISE OF OPTIONS. Options may be exercised only by written notice to
the Company at its head office accompanied by payment in cash of the full
consideration for the shares as

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to which they are exercised. In addition, if and to the extent authorized by the
Committee, optionees may make all or any portion of any payment due to the
Company upon exercise of an option by delivery of any property (including
securities of the Company) other than cash, so long as such property constitutes
valid consideration for the stock under applicable law.

     No option may be exercised while the optionee is on any leave of absence
from the Company other than an approved Medical Leave. Options will continue to
vest during any authorized leave of absence, and may be exercised to the extent
permitted by Section VI(B) upon the optionee's return to an active employment
status. No ISO shall be exercisable while there is outstanding (within the
meaning of Section 422A(c)(7) of the Code) any ISO (within the meaning of
Section 422A(b) of the Code) which was granted, before the granting of such ISO,
to the holder of such ISO permitting the purchase of stock of the Company, or of
any corporation which (at the time of the granting of such ISO) is a parent or
subsidiary corporation of the Company, or of a predecessor corporation of any
such corporations.

     D. TERMINATION OF OPTIONS. All rights of an employee in an option, to the
extent that it has not been exercised, shall terminate upon the termination of
his employment for any reason other than the death of the employee or retirement
because of age or total and permanent disability and in case of such retirement
three (3) months from the date thereof. In the event of the death of the
employee, the option shall terminate upon failure of his designated
representative to exercise the option in accordance with the time period
provided in subsection "E" below. Notwithstanding the foregoing, 1.) If an
employee who is not a Section 16 officer terminates because of a divestiture by
the Company, any option granted pursuant to the Plan shall become exercisable in
full and the employee may exercise any such option which has not already been
exercised until the earlier of: (i) three months from the closing date of the
divestiture, or such longer date, if any, which the Committee may authorize, or
(ii) the expiration of the option. 2.) If any employee who is not a Section 16
officer terminates as a result of participation in a Company voluntary severance
program approved by the Executive Committee, any option granted pursuant to the
Plan shall become exercisable in full, and the employee may exercise any such
option which has not already been exercised until the earlier of (i) three
months from the employee's termination date, or (ii) the expiration of the
option.

     E. EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF EMPLOYEE. The employee, by
written notice to the Company, may designate one or more persons (and from time
to time change such designation) including his legal representative, who, by
reason of his death, shall acquire the right to exercise all or a portion of the
option. If the person or persons so designated wish to exercise any portion of
the option, they must do so within one (1) year after the death of the employee
or retired employee, as the case may be. All rights of the representative(s) in
the option shall terminate upon failure to exercise the option within the time
period set forth in this subsection E. Any exercise by a representative shall be
subject to the provisions of this Plan.

VII. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

     The Company's Board of Directors and the Committee shall each have the
power to modify, extend or renew outstanding options and authorize the grant of
new options in substitution therefor, provided that any such action may not have
the effect of altering or impairing any rights or obligations of any option
previously granted without the consent of the optionee.

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     The Board of Directors and the Committee shall have the power to lower the
exercise price of an outstanding option not intended to qualify as an ISO under
the Code; provided, however, that the exercise price per share may not be
reduced below the fair market value of a share of Common Stock of the Company on
the date the action is taken to reduce the exercise price. Such fair market
value shall be deemed to be the mean of the highest and lowest quoted selling
prices for such shares on that date as reported on The New York Stock Exchange
Composite Tape.

VIII. OPTION PRICE

     The option price per share for the shares covered by each option shall be
not less than one hundred percent (100%) of the fair market value of a share of
Common Stock of the Company on the date the option is granted. Such fair market
value shall be deemed to be the mean of the highest and lowest quoted selling
prices for such share on that date as reported on The New York Stock Exchange
Composite Tape.

IX.  LOANS FOR EXERCISE OF OPTIONS

     Any option agreement under this Plan entered into with an employee may, but
need not, provide that the Company shall lend to the employee who holds the
option the funds for any exercise of his option. Such loans shall be at a rate
of interest adequate to avoid imputation of income under Sections 483 and 7872
of the Code and shall be for a term not to exceed fifteen (15) months from the
date of exercise of the related option, and shall be subject to such other terms
and conditions as shall be set forth in the option agreement, which terms and
conditions shall be determined by the Committee at the time of the grant of the
option. No such loan shall be secured directly or indirectly by any margin
security (as that term is from time to time defined in the applicable
Regulations of the Federal Reserve Board).

X.   STOCK APPRECIATION RIGHTS

     This section shall apply to employees who hold options heretofore or
hereafter granted under the Plan ("Options") and who are or may hereafter be
subject to Section 16 of the Securities Exchange Act of 1934. The Committee may,
but shall not be required to, grant to such employees stock appreciation rights
as herein provided with respect to not more than the number of shares from time
to time subject to the Options held by such employees. The stock appreciation
rights shall be integral parts of the respective Options and shall have no
existence apart therefrom. A stock appreciation right shall be the right of the
holder thereof to elect to surrender part or all of any Option which is wholly
exercisable, or of any exercisable portion of an Option which is partially
exercisable, and receive in exchange therefor cash or shares (valued at current
fair market value) or a combination thereof. Such cash or shares or combination
shall have an aggregate value ("Appreciation") equal to the excess of the
current fair market value of one (1) share over the Option price of one (1)
share specified in such Option multiplied by the number of shares subject to
such Option or the portion thereof which is surrendered. The current fair market
value of a share shall be the mean of the highest and lowest quoted selling
prices for shares as reported on The New York Stock Exchange Composite Tape on
the day on which a stock appreciation right is exercised, or if no sale was made
on such date, then on the next preceding day on which such a sale was made. No
fractional share shall be issued on the exercise of a stock appreciation right,
and settlement therefor shall be made in cash.

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     Each stock appreciation right granted under this Plan shall be subject to
the following terms and conditions: (1) each stock appreciation right shall be
evidenced by a written agreement between the Company and the holder in such form
as the Committee shall authorize; (2) each stock appreciation right granted
under the Plan by its terms shall not be transferable by the holder otherwise
than by will or by the law of descent and distribution, and shall be exercised
during the lifetime of the holder only by him. No stock appreciation right or
interest therein may be transferred, assigned, pledged or hypothecated by the
holder during his lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment or similar process; (3) all rights of an
employee in a stock appreciation right, to the extent that it has not been
exercised, shall terminate upon the death of the employee or the termination of
his employment for any reason other than retirement because of age or total and
permanent disability, and in case of such retirement three (3) months from the
date thereof; provided, however, that the employee, by written notice to the
Company, may designate one or more persons (and from time to time change such
designation), including his legal representative, who, by reason of his death,
shall acquire the right to exercise all or a portion of the rights accrued under
the stock appreciation right as of the date of his death. If the person or
persons so designated wish to exercise any portion of the stock appreciation
right, they must do so within one (1) year after the death of the employee or
retired employee, as the case may be, and such exercise shall be subject to the
provisions of this Plan; (4) the life of stock appreciation rights shall be
coterminous with the life of the Options.

     The holder of a stock appreciation right may exercise the same by (1)
filing with the Secretary of the Company a written election, which election
shall be delivered by the Secretary to the Committee, specifying (a) the Option
or portion thereof to be surrendered, (b) the percentage of the Appreciation
which he desires to receive in cash, if any; and (2) surrendering such Option
for cancellation or partial cancellation, as the case may be; provided, however,
that any election which specifies that the holder of a stock appreciation right
desires to receive any portion of the Appreciation in cash shall be of no force
or effect unless and until the Committee shall have consented to such election.

     No stock appreciation right or related Option may be exercised during the
first six months of its term, except in the event of death or total and
permanent disability of the holder occurs prior to the expiration of this
six-month period.

     The Committee shall have the sole discretion to consent to approve or
disapprove, in whole or in part, any election to receive any portion of the
Appreciation in cash.

     Upon exercise of a stock appreciation right, the number of shares reserved
for issuance under the Plan shall be reduced by the number of shares covered by
the Option, or the portion thereof, which is surrendered in connection with such
exercise. Nothing in the Plan shall be construed to give any eligible employee
any right to be granted a stock appreciation right. Neither the Plan nor the
granting of a stock appreciation right nor any other action taken pursuant to
the Plan shall constitute or be evidence of any agreement or understanding,
express or implied, that the Company will employ the holder of a stock
appreciation right for any period of time or in any position or at any
particular rate of compensation. The holder of a stock appreciation right shall
have no rights as a stockholder with respect to the shares covered by his stock
appreciation right until the date of issuance to him of a stock certificate
therefor, and, except as otherwise specifically provided in the stock option
agreement for the Options, no adjustment will be made for dividends or other
rights for which the record date is prior to the date such certificate is
issued.

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                          PART 3. STOCK AND CASH AWARDS

XI.  STOCK AND CASH AWARD DETERMINATION

     The Committee may grant an eligible employee Stock Awards or awards of cash
("Cash Awards") at such times and in such amounts as the Committee may designate
which in its opinion fully reflect the performance level and potential of such
employee. The Committee shall designate whether such awards are payable in
Common Stock, cash, or a combination thereof. Such awards shall be made in
accordance with such guidelines as the Committee may from time to time adopt.
Stock and Cash Awards shall be independent of any grant of an option under this
Plan, and shall be made subject to such restrictions as the Committee may
determine to be appropriate.

XII. PAYMENT OF STOCK OR CASH AWARDS

     A. No employee shall have the right to receive payment of any Stock or Cash
Award until notified of the amount of such award, in writing, by the Committee
or its authorized delegate.

     B. Payment of cash awards shall be made in a lump sum or in annual
installments over such period as the Committee may designate, which period shall
not exceed five years, provided that the Committee may from time to time
designate minimum installment amounts.

     C. After an award of Common Stock subject to restrictions ("Restricted
Stock"), certificates for such shares will be deposited in escrow with the
Company's Secretary. The Employee shall retain all rights in the Restricted
Stock while it is held in escrow including but not limited to voting rights and
the right to receive dividends, except that the Employee shall not have the
right to transfer or assign such shares until all restrictions pertaining to
such shares are terminated at which time the applicable stock certificates shall
be released from escrow and delivered to the employee by the Company's
Secretary.

     D. The Committee may permit, on such terms as it deems appropriate, use of
Restricted Stock as partial or full payment upon exercise of a stock option
under a Company Incentive Stock Option Plan or this Plan. In the event shares of
Restricted Stock are so tendered as consideration for the exercise of an option,
a number of the shares issued upon the exercise of said option, equal to the
number of shares of Restricted Stock used as consideration therefor, shall be
subject to the same Restrictions as the Restricted Stock so submitted plus any
additional Restrictions that may be imposed by the Committee.

XIII. TERMINATION OF RESTRICTIONS ON STOCK AWARDS

     The Committee will establish the period or periods after which the
Restrictions on Restricted Stock will lapse. The Committee may in its discretion
permit an employee to elect to receive in lieu of shares of Restricted Stock, at
the expiration of the restrictions, a cash payment equal to the fair market
value of the Restricted Stock on the date restrictions lapse. Fair market value
shall be the mean of the high and low prices of such stock on The New York Stock
Exchange Composite Tape on the date in question, or if no sales of such stock
were made on that date, the mean of the high and low prices of such stock on the
next preceding day on which sales were made.

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XIV. DEATH OR TOTAL AND PERMANENT DISABILITY OF A PARTICIPATING EMPLOYEE HOLDING
RESTRICTED STOCK

     By written notice to the Company, an employee who has received a grant of
Restricted Stock may designate one or more persons (and from time to time change
such designation) who, by reason of his death, shall acquire the right to
receive any vested but unpaid awards held by the employee at the time of his
death. Such awards shall be paid to the designated representative at such time
and in such manner as if the employee were living.

     In the event of total and permanent disability of an employee who has
participated in the Plan, any unpaid but vested award shall be paid to the
employee if legally competent or to a committee or other legally designated
guardian or representative if the employee is legally incompetent.

     After the death or total and permanent disability of an employee, the
Committee may in its sole discretion at any time terminate Restrictions upon
stock awarded to the employee. A request to the Committee for the termination of
Restrictions or the acceleration of payments not yet due may be made by the
employee's beneficiary or representative, or by a totally and permanently
disabled employee. If at the time of the employee's death, there is no effective
beneficiary designation as to all or some portion of the awards hereunder, such
awards or such portion thereof shall be paid to or on the order of the legal
representative of the employee's estate. In the event of uncertainty as to the
interpretation or effect of any notice of designation, the Committee's decision
with respect thereto shall be conclusive.

XV.  RESTRICTIONS AND FORFEITURE OF STOCK AWARDS

     The Company's obligation to deliver stock certificates held in escrow is
subject to the condition that the employee remain an active employee of the
Company or be under contract to provide services to the Company as provided in
Section XVI hereof for the entire deferral and/or restriction period, including
mandatory and optional deferrals. If the employee fails to meet this condition,
the employee's right to any such unpaid amounts or undelivered stock
certificates shall be forfeited. This provision may be waived by the Committee
in exceptional circumstances.

XVI. RETIREMENT OF EMPLOYEE HOLDING STOCK AWARD

     If the employee retires due to age, the Company's obligation to make any
payment due thereafter under the Stock Award feature of the Plan is subject to
the condition that for the entire period of deferral or restriction, including
mandatory and optional deferrals:

     A. The employee shall render as an independent contractor and not as an
employee, such advisory or consultative services to the Company as shall be
reasonably requested by the Board or the Executive Committee of the Board in
writing from time to time, consistent with the state of the retired employee's
health and any employment or other activities in which such employee may be
engaged. For purposes of this Plan, the employee shall not be required to devote
a major portion of time to such services and shall be entitled to reimbursement
for any reasonable out-of-pocket expenses incurred in connection with the
performance of such services;

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     B. The employee shall not render services for any organization or engage
directly or indirectly in any business which, in the opinion of the Committee,
competes with, or is in conflict with the interest of, the Company. The employee
shall be free, however, to purchase as an investment or otherwise, stock or
other securities of such organizations so long as they are listed upon a
recognized securities exchange or traded over-the-counter, or so long as such
investment does not represent a substantial investment to the employee or a
significant (greater than 100%) interest in the particular organization. For the
purposes of this subparagraph, a company (other than a subsidiary) which engages
in the business of producing, leasing or selling products or providing services
of the type now or at any time hereafter made or provided by the Company, shall
be deemed to compete with the Company;

     C. The employee shall not, without prior written authorization from the
Company, disclose to anyone outside the Company, or use in other than the
Company's business, any confidential information or material relating to the
business of the Company, either during or after employment with the Company; and

     D. The employee shall disclose promptly and assign to the Company all
right, title and interest in any invention or idea, patentable or not, made or
conceived by the employee during employment by the Company, relating in any
manner to the actual or anticipated business, research or development work of
the Company and shall do anything reasonably necessary to enable the Company to
secure a patent where appropriate in the United States and in foreign countries.

                           PART 4. GENERAL PROVISIONS

XVII.  ASSIGNMENTS

     The rights and benefits under this Plan may not be assigned except for the
designation of a beneficiary as provided in Sections VI and XIV.

XVIII. TIME FOR GRANTING OPTIONS OR STOCK AWARDS

     All options for shares and Stock Awards subject to this Plan shall be
granted, if at all, not later than ten (10) years after the adoption of this
Plan by the Company's Board of Directors.

XIX.   LIMITATION OF RIGHTS

     A. NO RIGHT TO AN OPTION OR STOCK AWARD. Nothing in the Plan shall be
construed to give any personnel of the Participating Companies any right to be
granted an option or Stock or Cash Award.

     B. NO EMPLOYMENT RIGHT. Neither the Plan, nor the granting of an option or
Stock or Cash Award nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that any of the Participating Companies will employ a grantee for any period of
time or in any position, or at any particular rate of compensation.

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     C. NO STOCKHOLDERS' RIGHTS FOR OPTIONS. An optionee shall have no rights as
a stockholder with respect to the shares covered by his options until the date
of the issuance to him of a stock certificate therefor, and no adjustment will
be made for dividends or other rights for which the record date is prior to the
date such certificate is issued.

XX.    CHANGES IN PRESENT STOCK

     In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, or other change in the corporate
structure or capitalization affecting the Company's present Common Stock,
appropriate adjustment shall be made by the Board of Directors in the number
(including the aggregate numbers specified in Section IV) and kind of shares
which are or may become subject to options and stock awards granted or to be
granted hereunder, and in the option price of shares which are subject to
options granted hereunder.

XXI.   EFFECTIVE DATE OF THE PLAN

     The Plan shall take effect on the date of adoption by the Board of
Directors of the Company, subject to approval by the shareholders of the Company
at a meeting held within twelve (12) months after the date of such adoption.
Options and Stock or Cash Awards may be granted under the Plan at any time after
the adoption of the Plan by the Board of Directors of the Company and prior to
the termination of this Plan.

XXII.  AMENDMENT OF THE PLAN

     The Board or the Committee may suspend or discontinue the Plan or revise or
amend it in any respect whatsoever; provided, however, that the Company may seek
stockholder approval of an amendment if determined to be required by or
advisable by any law or regulation, including without limitation, any
regulations of the Securities and Exchange Commission or the Internal Revenue
Service, the rules of any stock exchange on which the Company's stock is listed
or other applicable law or regulation.

XXIII.  NOTICE

     Any written notice to the Company required by any of the provisions of this
Plan shall be addressed to the Secretary of the Company and shall become
effective when it is received.

XXIV.  COMPANY BENEFIT PLANS

     Nothing contained in this Plan shall prevent the employee prior to death,
or the employee's dependents or beneficiaries after the employee's death, from
receiving, in addition to any awards provided for under this Plan and any
salary, any payments under a Company retirement plan or which may be otherwise
payable or distributable to such employee, or to the employee's dependents or
beneficiaries under any other plan or policy of the Company or otherwise.

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XXV.   UNFUNDED PLAN

     Insofar as it provides for awards of Stock or cash, this Plan shall be
unfunded. Although bookkeeping accounts may be established with respect to
employees who are granted awards of Stock under this Plan, any such accounts
will be used merely as a bookkeeping convenience. Except for the holding of
Restricted Stock in escrow pursuant to Section XII C, the Company shall not be
required to segregate any assets which may at any time be represented by awards
of Stock or cash, nor shall this Plan be construed as providing for such
segregation, nor shall the Company nor the Board nor the Committee be deemed to
be a trustee of Stock or cash to be awarded under the Plan. Any liability of the
Company to any employee with respect to an award of Stock or cash under this
Plan shall be based solely upon any contractual obligations which may be created
by the Plan; no such obligation of the Company shall be deemed to be secured by
any pledge or other encumbrance on any property of the Company. Neither the
Company nor the Board nor the Committee shall be required to give any security
or bond for the performance of any obligation which may be created by this Plan.

XXV1.  GOVERNING LAW

     This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of California and construed
accordingly.

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