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                                                                   EXHIBIT 10.23

                         SYNOVIS LIFE TECHNOLOGIES, INC.
                            2006 STOCK INCENTIVE PLAN

1. Purpose of Plan.

     The purpose of the Synovis Life Technologies, Inc. 2006 Stock Incentive
Plan (the "Plan") is to advance the interests of Synovis Life Technologies, Inc.
(the "Company") and its shareholders by enabling the Company and its
Subsidiaries to attract and retain qualified individuals through opportunities
for equity participation in the Company, and to reward those individuals who
contribute to the achievement of the Company's economic objectives.

2. Definitions.

     The following terms will have the meanings set forth below, unless the
context clearly otherwise requires:

     2.1 "Board" means the Board of Directors of the Company.

     2.2 "Broker Exercise Notice" means a written notice pursuant to which a
Participant, upon exercise of an Option, irrevocably instructs a broker or
dealer to sell a sufficient number of shares or loan a sufficient amount of
money to pay all or a portion of the exercise price of the Option and/or any
related withholding tax obligations and remit such sums to the Company and
directs the Company to deliver stock certificates to be issued upon such
exercise directly to such broker or dealer or their nominee.

     2.3 "Cause" means (i) dishonesty, fraud, misrepresentation, embezzlement or
deliberate injury or attempted injury, in each case related to the Company or
any Subsidiary, (ii) conviction of a gross misdemeanor or felony, or any other
offense that, in the opinion of the Committee, is likely to have a material
adverse effect upon the Company or its reputation, (iii) any intentional and
deliberate breach of a duty or duties that, individually or in the aggregate,
are material in relation to the Participant's overall duties, or (iv) any breach
of any confidentiality, non-compete or non-solicitation agreement entered into
with the Company or any Subsidiary.

     2.4 "Change in Control" means an event described in Section 13.1 of the
Plan; provided, however, if distribution of an Incentive Award subject to
Section 409A of the Code is triggered by a Change in Control, the term Change in
Control will mean a change in the ownership or effective control of the Company,
or in the ownership of a substantial portion of the assets of the Company, as
such term is defined in Section 409A of the Code and the regulations and rulings
issued thereunder.

     2.5 "Code" means the Internal Revenue Code of 1986, as amended.

     2.6 "Committee" means the group of individuals administering the Plan, as
provided in Section 3 of the Plan.

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     2.7 "Common Stock" means the common stock of the Company, par value $0.01
per share, or the number and kind of shares of stock or other securities into
which such Common Stock may be changed in accordance with Section 4.3 of the
Plan.

     2.8 "Disability" means the disability of the Participant such as would
entitle the Participant to receive disability income benefits pursuant to the
long-term disability plan of the Company or Subsidiary then covering the
Participant or, if no such plan exists or is applicable to the Participant, the
permanent and total disability of the Participant within the meaning of Section
22(e)(3) of the Code; provided, however, if distribution of an Incentive Award
subject to Section 409A of the Code is triggered by an Eligible Recipient's
Disability, such term will mean that the Eligible Recipient is disabled as
defined by Section 409A of the Code and the regulations and rulings issued
thereunder.

     2.9 "Eligible Recipients" means all employees (including, without
limitation, officers and directors who are also employees) of the Company or any
Subsidiary, and any non-employee directors, consultants, advisors and
independent contractors of the Company or any Subsidiary.

     2.10 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     2.11 "Fair Market Value" means, with respect to the Common Stock, as of any
date: (i) the closing sale price of the Common Stock as reported on the Nasdaq
National Market System or on any national exchange (or, if no shares were traded
on such date, as of the next preceding date on which there was such a trade); or
(ii) if the Common Stock is not so listed, admitted to unlisted trading
privileges, or reported on any national exchange or on the Nasdaq National
Market System, the closing sale price as of such date at the end of the regular
trading session, as reported by the Nasdaq SmallCap Market, OTC Bulletin Board,
the Bulletin Board Exchange (BBX) or the Pink Sheets, LLC, or other comparable
service (or, if no shares were traded or quoted on such date, as of the next
preceding date on which there was such a trade or quote); or (iii) if the Common
Stock is not so listed or reported, such price as the Committee determines in
good faith by the reasonable application of a reasonable valuation method,
taking into account all available information material to the value of the
Common Stock, and consistent with the definition of "fair market value" under
Section 409A of the Code.

     2.12 "Good Reason," unless otherwise defined in an agreement evidencing an
Incentive Award, means the occurrence of any of the following in connection with
a Change in Control: (i) a substantial diminution in the Participant's
authority, duties or responsibilities as in effect prior to the Change in
Control, (ii) a reduction by the Company in the Participant's base salary, or an
adverse change in the form or timing of the payment thereof, as in effect
immediately prior to the Change in Control or as thereafter increased, or (iii)
the Company's requiring the Participant to be based at any office or location
that is more than fifty (50) miles further from the office or location thereof
immediately preceding the Change in Control; provided, however, Good Reason
shall not include any of the circumstances or events described above unless (A)
the Participant has first provided written notice of such circumstance or event
to the Company or its successor and the Company or such successor has not
corrected such circumstance or event within thirty (30) days thereafter; and (B)
the Participant has not otherwise consented to the occurrence in writing.


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     2.13 "Incentive Award" means an Option, Stock Appreciation Right,
Restricted Stock Award, Stock Unit Award or Performance Award granted to an
Eligible Recipient pursuant to the Plan.

     2.14 "Incentive Stock Option" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that
qualifies as an "incentive stock option" within the meaning of Section 422 of
the Code.

     2.15 "Non-Statutory Stock Option" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Section 6 of the Plan that does not
qualify as an Incentive Stock Option.

     2.16 "Option" means an Incentive Stock Option or a Non-Statutory Stock
Option.

     2.17 "Participant" means an Eligible Recipient who receives one or more
Incentive Awards under the Plan.

     2.18 "Performance Award" means a right granted to an Eligible Recipient
pursuant to Section 10 of the Plan to receive an amount of cash, a number of
shares of Common Stock, or a combination of both, contingent upon achievement of
specified objectives during a specified period.

     2.19 "Previously Acquired Shares" means shares of Common Stock that are
already owned by the Participant, or with respect to any Incentive Award, that
are to be issued to the Participant upon the grant, exercise or vesting of such
Incentive Award.

     2.20 "Restricted Stock Award" means an award of shares of Common Stock
granted to an Eligible Recipient pursuant to Section 8 of the Plan that are
subject to restrictions on transferability and/or a risk of forfeiture.

     2.21 "Retirement" means termination of employment or service at age 55 or
older and completion of at least ten years of continuous service.

     2.22 "Securities Act" means the Securities Act of 1933, as amended.

     2.23 "Stock Appreciation Right" means a right granted to an Eligible
Recipient pursuant to Section 7 of the Plan to receive a payment from the
Company, in the form of shares of Common Stock, cash or a combination of both,
equal to the difference between the Fair Market Value of one or more shares of
Common Stock and a specified exercise price of such shares.

     2.24 "Stock Unit Award" means a right granted to an Eligible Recipient
pursuant to Section 9 of the Plan to receive the Fair Market Value of one or
more shares of Common Stock, payable in cash, shares of Common Stock, or a
combination of both, the payment, issuance, retention and /or vesting of which
is subject to the satisfaction of specified conditions, which may include
achievement of specified objectives.


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     2.25 "Subsidiary" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.

     2.26 "Tax Date" means the date any withholding tax obligation arises under
the Code for a Participant with respect to an Incentive Award.

3. Plan Administration.

     3.1 The Committee. The Plan will be administered by the Board or by a
committee of the Board. So long as the Company has a class of its equity
securities registered under Section 12 of the Exchange Act, any committee
administering the Plan will consist solely of two or more members of the Board
who are "non-employee directors" within the meaning of Rule 16b-3 under the
Exchange Act and who are "independent" as required by the listing standards of
the Nasdaq Stock Market (or other applicable market or exchange on which the
Company's Common Stock may be quoted or traded. Such a committee, if
established, will act by majority approval of the members (unanimous approval
with respect to action by written consent), and a majority of the members of
such a committee will constitute a quorum. As used in the Plan, "Committee" will
refer to the Board or to such a committee, if established. To the extent
consistent with applicable corporate law of the Company's jurisdiction of
incorporation, the Committee may delegate to any officers of the Company the
duties, power and authority of the Committee under the Plan pursuant to such
conditions or limitations as the Committee may establish; provided, however,
that only the Committee may exercise such duties, power and authority with
respect to Eligible Recipients who are subject to Section 16 of the Exchange
Act. The Committee may exercise its duties, power and authority under the Plan
in its sole and absolute discretion without the consent of any Participant or
other party, unless the Plan specifically provides otherwise. Each
determination, interpretation or other action made or taken by the Committee
pursuant to the provisions of the Plan will be conclusive and binding for all
purposes and on all persons, and no member of the Committee will be liable for
any action or determination made in good faith with respect to the Plan or any
Incentive Award granted under the Plan.

     3.2 Authority of the Committee.

          (a) In accordance with and subject to the provisions of the Plan, the
     Committee will have the authority to determine all provisions of Incentive
     Awards as the Committee may deem necessary or desirable and as consistent
     with the terms of the Plan, including, without limitation, the following:
     (i) the Eligible Recipients to be selected as Participants; (ii) the nature
     and extent of the Incentive Awards to be made to each Participant
     (including the number of shares of Common Stock to be subject to each
     Incentive Award, any exercise price, the manner in which Incentive Awards
     will vest or become exercisable and whether Incentive Awards will be
     granted in tandem with other Incentive Awards) and the form of written
     agreement, if any, evidencing such Incentive Award; (iii) the time or times
     when Incentive Awards will be granted; (iv) the duration of each Incentive
     Award; and (v) the restrictions and other conditions to which the payment
     or vesting of Incentive Awards may be subject. In addition, the Committee
     will have the authority under the Plan in its sole discretion to pay the
     economic value of any Incentive Award in the form of cash, Common Stock or
     any combination of both.


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          (b) Subject to Section 3.2(d), below, the Committee will have the
     authority under the Plan to amend or modify the terms of any outstanding
     Incentive Award in any manner, including, without limitation, the authority
     to modify the number of shares or other terms and conditions of an
     Incentive Award, extend the term of an Incentive Award, accelerate the
     exercisability or vesting or otherwise terminate any restrictions relating
     to an Incentive Award, accept the surrender of any outstanding Incentive
     Award or, to the extent not previously exercised or vested, authorize the
     grant of new Incentive Awards in substitution for surrendered Incentive
     Awards; provided, however that the amended or modified terms are permitted
     by the Plan as then in effect and that any Participant adversely affected
     by such amended or modified terms has consented to such amendment or
     modification.

          (c) In the event of (i) any reorganization, merger, consolidation,
     recapitalization, liquidation, reclassification, stock dividend, stock
     split, combination of shares, rights offering, extraordinary dividend or
     divestiture (including a spin-off) or any other change in corporate
     structure or shares; (ii) any purchase, acquisition, sale, disposition or
     write-down of a significant amount of assets or a significant business;
     (iii) any change in accounting principles or practices, tax laws or other
     such laws or provisions affecting reported results; (iv) any uninsured
     catastrophic losses or extraordinary non-recurring items as described in
     Accounting Principles Board Opinion No. 30 or in management's discussion
     and analysis of financial performance appearing in the Company's annual
     report to shareholders for the applicable year; or (v) any other similar
     change, in each case with respect to the Company or any other entity whose
     performance is relevant to the grant or vesting of an Incentive Award, the
     Committee (or, if the Company is not the surviving corporation in any such
     transaction, the board of directors of the surviving corporation) may,
     without the consent of any affected Participant, amend or modify the
     vesting criteria of any outstanding Incentive Award that is based in whole
     or in part on the financial performance of the Company (or any Subsidiary
     or division or other subunit thereof) or such other entity so as equitably
     to reflect such event, with the desired result that the criteria for
     evaluating such financial performance of the Company or such other entity
     will be substantially the same (in the sole discretion of the Committee or
     the board of directors of the surviving corporation) following such event
     as prior to such event; provided, however, that the amended or modified
     terms are permitted by the Plan as then in effect.

          (d) Notwithstanding any other provision of this Plan other than
     Section 4.3, the Committee may not, without prior approval of the Company's
     shareholders, seek to effect any re-pricing of any previously granted,
     "underwater" Option or Stock Appreciation Right by: (i) amending or
     modifying the terms of the Option or Stock Appreciation Right to lower the
     exercise price; (ii) canceling the underwater Option or Stock Appreciation
     Right and granting either (A) replacement Options or Stock Appreciation
     Rights having a lower exercise price; (B) Restricted Stock Awards; or (C)
     Stock Unit Awards or Performance Awards in exchange; or (iii) repurchasing
     the


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     underwater Options or Stock Appreciation Rights and granting new Incentive
     Awards under this Plan. For purposes of this Section 3.2(d), Options and
     Stock Appreciation Rights will be deemed to be "underwater" at any time
     when the Fair Market Value of the Common Stock is less than the exercise
     price of the Option or Stock Appreciation Right.

          (e) In addition to the authority of the Committee under Section 3.2(b)
     and notwithstanding any other provision of the Plan, the Committee may, in
     its sole discretion, amend the terms of the Plan or Incentive Awards with
     respect to Participants resident outside of the United States or employed
     by a non-U.S. Subsidiary in order to comply with local legal requirements,
     to otherwise protect the Company's or Subsidiary's interests, or to meet
     objectives of the Plan, and may, where appropriate, establish one or more
     sub-plans (including the adoption of any required rules and regulations)
     for the purposes of qualifying for preferred tax treatment under foreign
     tax laws. The Committee shall have no authority, however, to take action
     pursuant to this Section 3.2(e): (i) to reserve shares or grant Incentive
     Awards in excess of the limitations provided in Section 4.1; (ii) to effect
     any re-pricing in violation of Section 3.2(d); (iii) to grant Options or
     Stock Appreciation Rights having an exercise price in violation of Section
     6.2 or 7.2, as the case may be; or (iv) for which shareholder approval
     would then be required pursuant to Section 422 of the Code or the rules of
     the Nasdaq Stock Market (or other applicable market or exchange on which
     the Company's Common Stock may be quoted or traded).

          (f) Notwithstanding anything in this Plan to the contrary, the
     Committee will determine whether an Incentive Award is subject to the
     requirements of Section 409A of the Code and, if determined to be subject
     to Section 409A of the Code, the Committee will make such Incentive Award
     subject to such written terms and conditions determined necessary or
     desirable to cause such Incentive Award to comply in form with the
     requirements of Section 409A of the Code. Further, the Plan, as it relates
     to Incentive Awards that are subject to Section 409A of the Code, will be
     administered in a manner that is intended to comply with the requirements
     of Section 409A of the Code and any regulations or rulings issued
     thereunder.

4. Shares Available for Issuance.

     4.1 Maximum Number of Shares Available; Certain Restrictions on Awards.
Subject to adjustment as provided in Section 4.3 of the Plan, the maximum number
of shares of Common Stock that will be available for issuance under the Plan
will be the sum of:

          (a) 1,000,000;

          (b) the number of shares subject to outstanding awards under the
     Company's 1995 Stock Incentive Plan as of the expiration of such plan on
     December 18, 2005 which are not thereafter issued or which have been issued
     but are subsequently forfeited and which would otherwise have been
     available for further issuance under such plan, assuming, however, that the
     provisions of Section 4.2 of the Plan applied thereto;


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          (c) the number of shares issued or Incentive Awards granted under the
     Plan in connection with the settlement, assumption or substitution of
     outstanding awards or obligations to grant future awards as a condition of
     the Company and/or any Subsidiary(ies) acquiring, merging or consolidating
     with another entity; and

          (d) the number of shares that are unallocated and available for grant
     under a stock plan assumed by the Company or any Subsidiary(ies) in
     connection with the merger, consolidation, or acquisition of another entity
     by the Company and/or any of its Subsidiaries, based on the applicable
     exchange ratio and other transaction terms, but only to the extent that
     such shares may be utilized by the Company or its Subsidiaries following
     the transaction pursuant to the rules and regulations of the Nasdaq Stock
     Market (or other applicable market or exchange on which the Company's
     Common Stock may be quoted or traded).

Notwithstanding any other provisions of the Plan to the contrary, (i) no
Participant in the Plan may be granted Options and Stock Appreciation Rights
relating to more than 50,000 shares of Common Stock in the aggregate during any
calendar year; (ii) no Participant in the Plan may be granted Restricted Stock
Awards, Stock Unit Awards and Performance Awards relating to more than 25,000
shares of Common Stock in the aggregate during any calendar year; and (iii) no
more than 1,000,000 shares of Common Stock may be issued pursuant to the
exercise of Incentive Stock Options granted under the Plan; provided, however,
that the limits in clauses (i) and (ii), above, will be 150,000 shares and
75,000 shares, respectively, as to a Participant who, during the calendar year,
is first appointed or elected as an officer, hired as an employee, elected as a
director or retained as a consultant by the Company or who receives a promotion
that results in an increase in responsibilities or duties. All of the foregoing
share limits are subject, in each case, to adjustment as provided in Section 4.3
of the Plan. The limits in clauses (i) and (ii) will not apply, however, to the
extent Incentive Awards are granted as a result of the Company's assumption or
substitution of like awards issued by any acquired, merged or consolidated
entity pursuant to the applicable transaction terms, nor will any Incentive
Stock Options issued in any such assumption or substitution pursuant to
applicable provisions of the Code count towards the limit in clause (iii).

     4.2 Accounting for Incentive Awards. Shares of Common Stock that are issued
under the Plan or that are potentially issuable pursuant to outstanding
Incentive Awards will be applied to reduce the maximum number of shares of
Common Stock remaining available for issuance under the Plan; provided, however,
that the total number of shares that may be issued under the Plan shall be
reduced by one additional share for each share issued pursuant to an Incentive
Award other than an Option or a Stock Appreciation Right, or potentially
issuable pursuant to an outstanding Incentive Award other than an Option or a
Stock Appreciation Right. All shares so subtracted from the amount available
under the Plan with respect to an Incentive Award that lapses, expires, is
forfeited (including issued shares forfeited under a Restricted Stock Award) or
for any reason is terminated unexercised or unvested or is settled or paid in
cash or any form other than shares of Common Stock will automatically again
become available for issuance under the Plan; provided, however, that (i) any
shares which would have been issued upon any exercise of an Option but for the
fact that the exercise price was paid by a "net exercise" pursuant to Section
6.4(b) or the tender or attestation as to ownership of Previously Acquired
Shares will not again become available for issuance under the Plan; and (ii)
shares covered by a Stock Appreciation Right, to the extent exercised, will not
again become available for issuance under the Plan.


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     4.3 Adjustments to Shares and Incentive Awards. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction,
the board of directors of the surviving corporation) will make appropriate
adjustment (which determination will be conclusive) as to the number and kind of
securities or other property (including cash) available for issuance or payment
under the Plan and, in order to prevent dilution or enlargement of the rights of
Participants, (a) the number and kind of securities or other property (including
cash) subject to outstanding Incentive Awards, and (b) the exercise price of
outstanding Options and Stock Appreciation Rights.

5. Participation.

     Participants in the Plan will be those Eligible Recipients who, in the
judgment of the Committee, have contributed, are contributing or are expected to
contribute to the achievement of economic objectives of the Company or its
Subsidiaries. Eligible Recipients may be granted from time to time one or more
Incentive Awards, singly or in combination or in tandem with other Incentive
Awards, as may be determined by the Committee in its sole discretion. Incentive
Awards will be deemed to be granted as of the date specified in the grant
resolution of the Committee, which date will be the date of any related
agreement with the Participant.

6. Options.

     6.1 Grant. An Eligible Recipient may be granted one or more Options under
the Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the
Committee in its sole discretion. The Committee may designate whether an Option
is to be considered an Incentive Stock Option or a Non-Statutory Stock Option.
To the extent that any Incentive Stock Option granted under the Plan ceases for
any reason to qualify as an "incentive stock option" for purposes of Section 422
of the Code, such Incentive Stock Option will continue to be outstanding for
purposes of the Plan but will thereafter be deemed to be a Non-Statutory Stock
Option.

     6.2 Exercise Price. The per share price to be paid by a Participant upon
exercise of an Option will be determined by the Committee in its discretion at
the time of the Option grant, provided that such price will not be less than
100% of the Fair Market Value of one share of Common Stock on the date of grant
(or 110% of the Fair Market Value of one share of Common Stock on the date of
grant of an Incentive Stock Option if, at the time the Incentive Stock Option is
granted, the Participant owns, directly or indirectly, more than 10% of the
total combined voting power of all classes of stock of the Company or any parent
or subsidiary corporation of the Company). Notwithstanding the foregoing, to the
extent that Options are granted under the Plan as a result of the Company's
assumption or substitution of options issued by any acquired, merged or
consolidated entity, the exercise price for such Options shall be the price
determined by the Committee pursuant to the conversion terms applicable to the
transaction.


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     6.3 Exercisability and Duration. An Option will become exercisable at such
times and in such installments and upon such terms and conditions as may be
determined by the Committee in its sole discretion at the time of grant
(including without limitation (i) the achievement of one or more specified
objectives; and/or that (ii) the Participant remain in the continuous employ or
service of the Company or a Subsidiary for a certain period; provided, however,
that no Option may be exercisable after seven (7) years from its date of grant
(five years from its date of grant in the case of an Incentive Option if, at the
time the Incentive Stock Option is granted, the Participant owns, directly or
indirectly, more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary corporation of the Company).

     6.4 Payment of Exercise Price.

          (a) The total purchase price of the shares to be purchased upon
     exercise of an Option will be paid entirely in cash (including check, bank
     draft or money order); provided, however, that the Committee, in its sole
     discretion and upon terms and conditions established by the Committee, may
     allow such payments to be made, in whole or in part, by (i) tender of a
     Broker Exercise Notice; (ii) by tender, or attestation as to ownership, of
     Previously Acquired Shares that have been held for the period of time
     necessary to avoid a charge to the Company's earnings for financial
     reporting purposes and that are otherwise acceptable to the Committee;
     (iii) by a "net exercise" of the Option (as further described in paragraph
     (b), below); or (iv) by a combination of such methods.

          (b) In the case of a "net exercise" of an Option, the Company will not
     require a payment of the exercise price of the Option from the Participant
     but will reduce the number of shares of Common Stock issued upon the
     exercise by the largest number of whole shares that has a Fair Market Value
     on the exercise date that does not exceed the aggregate exercise price for
     the shares exercised under this method. Shares of Common Stock will no
     longer be outstanding under an Option (and will therefore not thereafter be
     exercisable) following the exercise of such Option to the extent of (i)
     shares used to pay the exercise price of an Option under the "net
     exercise," (ii) shares actually delivered to the Participant as a result of
     such exercise and (iii) any shares withheld for purposes of tax withholding
     pursuant to Section 12.1.

          (c) Previously Acquired Shares tendered or covered by an attestation
     as payment of an Option exercise price will be valued at their Fair Market
     Value on the exercise date.

     6.5 Manner of Exercise. An Option may be exercised by a Participant in
whole or in part from time to time, subject to the conditions contained in the
Plan and in the agreement evidencing such Option, by delivery in person, by
facsimile or electronic transmission or through the mail of written notice of
exercise to the Company at its principal executive office in St. Paul, Minnesota
and by paying in full the total exercise price for the shares of Common Stock to
be purchased in accordance with Section 6.4 of the Plan.


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7. Stock Appreciation Rights.

     7.1 Grant. An Eligible Recipient may be granted one or more Stock
Appreciation Rights under the Plan, and such Stock Appreciation Rights will be
subject to such terms and conditions, consistent with the other provisions of
the Plan, as may be determined by the Committee in its sole discretion. The
Committee will have the sole discretion to determine the form in which payment
of the economic value of Stock Appreciation Rights will be made to a Participant
(i.e., cash, Common Stock or any combination thereof) or to consent to or
disapprove the election by a Participant of the form of such payment.

     7.2 Exercise Price. The exercise price of a Stock Appreciation Right will
be determined by the Committee, in its discretion, at the date of grant but may
not be less than 100% of the Fair Market Value of one share of Common Stock on
the date of grant, except as provided in Section 7.4, below. Notwithstanding the
foregoing, to the extent that Stock Appreciation Rights are granted under the
Plan as a result of the Company's assumption or substitution of stock
appreciation rights issued by any acquired, merged or consolidated entity, the
exercise price for such Stock Appreciation Rights shall be the price determined
by the Committee pursuant to the conversion terms applicable to the transaction.

     7.3 Exercisability and Duration. A Stock Appreciation Right will become
exercisable at such time and in such installments as may be determined by the
Committee in its sole discretion at the time of grant; provided, however, that
no Stock Appreciation Right may be exercisable after seven (7) years from its
date of grant. A Stock Appreciation Right will be exercised by giving notice in
the same manner as for Options, as set forth in Section 6.5 of the Plan.

     7.4 Grants in Tandem with Options. Stock Appreciation Rights may be granted
alone or in addition to other Incentive Awards, or in tandem with an Option,
either at the time of grant of the Option or at any time thereafter during the
term of the Option. A Stock Appreciation Right granted in tandem with an Option
shall cover the same number of shares of Common Stock as covered by the Option
(or such lesser number as the Committee may determine), shall be exercisable at
such time or times and only to the extent that the related Option is
exercisable, have the same term as the Option and shall have an exercise price
equal to the exercise price for the Option. Upon the exercise of a Stock
Appreciation Right granted in tandem with an Option, the Option shall be
canceled automatically to the extent of the number of shares covered by such
exercise; conversely, upon exercise of an Option having a related Stock
Appreciation Right, the Stock Appreciation Right shall be canceled automatically
to the extent of the number of shares covered by the Option exercise.

8. Restricted Stock Awards.

     8.1 Grant. An Eligible Recipient may be granted one or more Restricted
Stock Awards under the Plan, and such Restricted Stock Awards will be subject to
such terms and conditions, consistent with the other provisions of the Plan, as
may be determined by the


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Committee in its sole discretion. The Committee may impose such restrictions or
conditions, not inconsistent with the provisions of the Plan, to the vesting of
such Restricted Stock Awards as it deems appropriate, including, without
limitation, (i) the achievement of one or more specified objectives; and/or that
(ii) the Participant remain in the continuous employ or service of the Company
or a Subsidiary for a certain period.

     8.2 Rights as a Shareholder; Transferability. Except as provided in
Sections 8.1, 8.3, 8.4 and 14.3 of the Plan, a Participant will have all voting,
dividend, liquidation and other rights with respect to shares of Common Stock
issued to the Participant as a Restricted Stock Award under this Section 8 upon
the Participant becoming the holder of record of such shares as if such
Participant were a holder of record of shares of unrestricted Common Stock.

     8.3 Dividends and Distributions. Unless the Committee determines otherwise
in its sole discretion (either in the agreement evidencing the Restricted Stock
Award at the time of grant or at any time after the grant of the Restricted
Stock Award), any dividends or distributions (including regular quarterly cash
dividends) paid with respect to shares of Common Stock subject to the unvested
portion of a Restricted Stock Award will be subject to the same restrictions as
the shares to which such dividends or distributions relate. The Committee will
determine in its sole discretion whether any interest will be paid on such
dividends or distributions.

     8.4 Enforcement of Restrictions. To enforce the restrictions referred to in
this Section 8, the Committee may place a legend on the stock certificates
referring to such restrictions and may require the Participant, until the
restrictions have lapsed, to keep the stock certificates, together with duly
endorsed stock powers, in the custody of the Company or its transfer agent, or
to maintain evidence of stock ownership, together with duly endorsed stock
powers, in a certificateless book-entry stock account with the Company's
transfer agent.

9. Stock Unit Awards.

     An Eligible Recipient may be granted one or more Stock Unit Awards under
the Plan, and such Stock Unit Awards will be subject to such terms and
conditions, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion. The Committee may impose
such restrictions or conditions, not inconsistent with the provisions of the
Plan, to the payment, issuance, retention and/or vesting of such Stock Unit
Awards as it deems appropriate, including, without limitation, (i) the
achievement of one or more specified objectives; and/or that (ii) the
Participant remain in the continuous employ or service of the Company or a
Subsidiary for a certain period; provided, however, that in all cases payment of
a Stock Unit Award will be made within two and one-half months following the end
of the Eligible Recipient's tax year during which receipt of the Stock Unit
Award is no longer subject to a "substantial risk of forfeiture" within the
meaning of Section 409A of the Code, unless otherwise determined by the
Committee pursuant to Section 3.2(f), above.


                                       11

<PAGE>

10. Performance Awards.

     An Eligible Recipient may be granted one or more Performance Awards under
the Plan, and such Performance Awards will be subject to such terms and
conditions, if any, consistent with the other provisions of the Plan, as may be
determined by the Committee in its sole discretion, including, but not limited
to, the achievement of one or more specified objectives; provided, however, that
in all cases payment of the Performance Award will be made within two and
one-half months following the end of the Eligible Recipient's tax year during
which receipt of the Performance Award is no longer subject to a "substantial
risk of forfeiture" within the meaning of Section 409A of the Code, unless
otherwise determined by the Committee pursuant to Section 3.2(f), above.

11. Effect of Termination of Employment or Other Service. The following
provisions shall apply upon termination of a Participant's employment or other
service with the Company and all Subsidiaries, except to the extent that the
Committee provides otherwise in an agreement evidencing an Incentive Award at
the time of grant or determines pursuant to Section 11.3.

     11.1 Termination of Employment Due to Death, Disability or Retirement. In
the event a Participant's employment or other service with the Company and all
Subsidiaries is terminated by reason of death, Disability or Retirement:

          (a) All outstanding Options and Stock Appreciation Rights then held by
     the Participant will, to the extent exercisable as of such termination,
     remain exercisable in full for a period of twelve months after such
     termination (but in no event after the expiration date of any such Option
     or Stock Appreciation Right). Options and Stock Appreciation Rights not
     exercisable as of such termination will be forfeited and terminate.

          (b) All Restricted Stock Awards then held by the Participant that have
     not vested as of such termination will be terminated and forfeited; and

          (c) All outstanding but unpaid Stock Unit Awards and Performance
     Awards then held by the Participant will be terminated and forfeited.

     11.2 Termination of Employment for Reasons Other than Death, Disability or
Retirement. Subject to Section 11.4 of the Plan, in the event a Participant's
employment or other service is terminated with the Company and all Subsidiaries
for any reason other than death, Disability or Retirement, or a Participant is
in the employ or service of a Subsidiary and the Subsidiary ceases to be a
Subsidiary of the Company (unless the Participant continues in the employ or
service of the Company or another Subsidiary):

          (a) All outstanding Options and Stock Appreciation Rights then held by
     the Participant will, to the extent exercisable as of such termination,
     remain exercisable in full for a period of three months after such
     termination (but in no event after the expiration date of any such Option
     or Stock Appreciation Right). Options and Stock Appreciation Rights not
     exercisable as of such termination will be forfeited and terminate;

          (b) All Restricted Stock Awards then held by the Participant that have
     not vested as of such termination will be terminated and forfeited; and


                                       12

<PAGE>

          (c) All outstanding but unpaid Stock Unit Awards and Performance
     Awards then held by the Participant will be terminated and forfeited.

     11.3 Modification of Rights Upon Termination. Notwithstanding the other
provisions of this Section 11, upon a Participant's termination of employment or
other service with the Company and all Subsidiaries, the Committee may, in its
sole discretion (which may be exercised at any time on or after the date of
grant, including following such termination), except as provided in clause (ii),
below, cause Options or Stock Appreciation Rights (or any part thereof) then
held by such Participant to terminate, become or continue to become exercisable
and/or remain exercisable following such termination of employment or service,
and Restricted Stock Awards, Stock Unit Awards or Performance Awards then held
by such Participant to terminate, vest and/or continue to vest or become free of
restrictions and conditions to payment, as the case may be, following such
termination of employment or service, in each case in the manner determined by
the Committee; provided, however, that (i) no Incentive Award may remain
exercisable or continue to vest for more than two years beyond the date such
Incentive Award would have terminated if not for the provisions of this Section
11.3 but in no event beyond its expiration date; and (ii) any such action
adversely affecting any outstanding Incentive Award will not be effective
without the consent of the affected Participant (subject to the right of the
Committee to take whatever action it deems appropriate under Sections 3.2(c),
4.3 and 13 of the Plan).

     11.4 Effects of Actions Constituting Cause. Notwithstanding anything in the
Plan to the contrary, in the event that a Participant is determined by the
Committee, acting in its sole discretion, to have committed any action which
would constitute Cause as defined in Section 2.3, irrespective of whether such
action or the Committee's determination occurs before or after termination of
such Participant's employment with the Company or any Subsidiary, all rights of
the Participant under the Plan and any agreements evidencing an Incentive Award
then held by the Participant shall terminate and be forfeited without notice of
any kind. The Company may defer the exercise of any Option, the vesting of any
Restricted Stock Award or the payment of any Stock Unit Award or Performance
Award for a period of up to forty-five (45) days in order for the Committee to
make any determination as to the existence of Cause.

     11.5 Determination of Termination of Employment or Other Service.

          (a) The change in a Participant's status from that of an employee of
     the Company or any Subsidiary to that of a non-employee consultant,
     director or advisor of the Company or any Subsidiary will, for purposes of
     the Plan, be deemed to result in a termination of such Participant's
     employment with the Company and its Subsidiaries, unless the Committee
     otherwise determines in its sole discretion.

          (b) The change in a Participant's status from that of a non-employee
     consultant, director or advisor of the Company or any Subsidiary to that of
     an employee of the Company or any Subsidiary will not, for purposes of the
     Plan, be deemed to result in a termination of such Participant's service as
     a non-employee consultant, director or advisor with the Company and its
     Subsidiaries, and such Participant will thereafter be deemed to be an
     employee of the Company or its Subsidiaries until such Participant's
     employment is terminated, in which event such Participant will be governed
     by the provisions of this Plan relating to termination of employment or
     service (subject to paragraph (a), above).


                                       13

<PAGE>

          (c) Unless the Committee otherwise determines in its sole discretion,
     a Participant's employment or other service will, for purposes of the Plan,
     be deemed to have terminated on the date recorded on the personnel or other
     records of the Company or the Subsidiary for which the Participant provides
     employment or other service, as determined by the Committee in its sole
     discretion based upon such records; provided, however, if distribution of
     an Incentive Award subject to Section 409A of the Code is triggered by a
     termination of a Participant's employment or other service, such
     termination must also constitute a "separation from service" within the
     meaning of Section 409A of the Code.

     11.6 Breach of Confidentiality, Non-Compete or Non-Solicitation Agreements.
Notwithstanding anything in the Plan to the contrary and in addition to the
rights of the Committee under Section 11.4, in the event that a Participant
breaches the terms of any confidentiality, non-compete or non-solicitation
agreement entered into with the Company or any Subsidiary (including a
confidentiality, non-compete or non-solicitation agreement made in connection
with the grant of an Incentive Award), whether such breach occurs before or
after termination of such Participant's employment or other service with the
Company or any Subsidiary, the Committee in its sole discretion may require the
Participant to surrender shares of Common Stock received, and to disgorge any
profits (however defined by the Committee), made or realized by the Participant
in connection with any Incentive Awards or any shares issued upon the exercise
or vesting of any Incentive Awards.

12. Payment of Withholding Taxes.

     12.1 General Rules. The Company is entitled to (a) withhold and deduct from
future wages of the Participant (or from other amounts that may be due and owing
to the Participant from the Company or a Subsidiary), or make other arrangements
for the collection of, all legally required amounts necessary to satisfy any and
all federal, foreign, state and local withholding and employment-related tax
requirements attributable to an Incentive Award, including, without limitation,
the grant, exercise or vesting of, or payment of dividends with respect to, an
Incentive Award or a disqualifying disposition of stock received upon exercise
of an Incentive Stock Option; (b) withhold cash paid or payable or shares of
Common Stock from the shares issued or otherwise issuable to the Participant in
connection with an Incentive Award; or (c) require the Participant promptly to
remit the amount of such withholding to the Company before taking any action,
including issuing any shares of Common Stock, with respect to an Incentive
Award.

     12.2 Special Rules. The Committee may, in its sole discretion and upon
terms and conditions established by the Committee, permit or require a
Participant to satisfy, in whole or in part, any withholding or
employment-related tax obligation described in Section 12.1 of the Plan by
electing to tender, or by attestation as to ownership of, Previously Acquired
Shares that have been held for the period of time necessary to avoid a charge to
the Company's earnings for financial reporting purposes and that are otherwise
acceptable to the Committee, by delivery of a Broker Exercise Notice or a
combination of such methods. For purposes of satisfying a Participant's
withholding or employment-related tax obligation, Previously Acquired Shares
tendered or covered by an attestation will be valued at their Fair Market Value.


                                       14

<PAGE>

13. Change in Control.

     13.1 A "Change in Control" shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:

          (a) the sale, lease, exchange or other transfer, directly or
     indirectly, of substantially all of the assets of the Company (in one
     transaction or in a series of related transactions) to a person or entity
     that is not controlled by the Company;

          (b) the approval by the shareholders of the Company of any plan or
     proposal for the liquidation or dissolution of the Company;

          (c) a merger or consolidation to which the Company is a party if the
     shareholders of the Company immediately prior to effective date of such
     merger or consolidation have "beneficial ownership" (as defined in Rule
     13d-3 under the Exchange Act), immediately following the effective date of
     such merger or consolidation, of securities of the surviving corporation
     representing (A) more than 50%, but not more than 80%, of the combined
     voting power of the surviving corporation's then outstanding securities
     ordinarily having the right to vote at elections of directors, unless such
     merger or consolidation has been approved in advance by the Incumbent
     Directors (as defined below), or (B) 50% or less of the combined voting
     power of the surviving corporation's then outstanding securities ordinarily
     having the right to vote at elections of directors (regardless of any
     approval by the Incumbent Directors);

          (d) any person becomes after the effective date of the Plan the
     "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly, of (A) 20% or more, but not 50% or more, of the
     combined voting power of the Company's outstanding securities ordinarily
     having the right to vote at elections of directors, unless the transaction
     resulting in such ownership has been approved in advance by the Incumbent
     Directors, or (B) 50% or more of the combined voting power of the Company's
     outstanding securities ordinarily having the right to vote at elections of
     directors (regardless of any approval by the Incumbent Directors);

          (e) the Incumbent Directors cease for any reason to constitute at
     least a majority of the Board; or

          (f) any other change in control of the Company of a nature that would
     be required to be reported pursuant to Section 13 or 15(d) of the Exchange
     Act, whether or not the Company is then subject to such reporting
     requirements.

     For purposes of this Section 13, "Incumbent Directors" of the Company will
mean any individuals who are members of the Board on the Effective Date and any
individual who subsequently becomes a member of the Board whose election, or
nomination for election by the Company's shareholders, was approved by a vote of
at least a majority of the Incumbent Directors (either by specific vote or by
approval of the Company's proxy statement in which such individual is named as a
nominee for director without objection to such nomination).


                                       15

<PAGE>

     13.2 Acceleration of Vesting. Without limiting the authority of the
Committee under Sections 3.2 and 4.3 of the Plan, if a Change in Control of the
Company occurs, then, if approved by the Committee in its sole discretion either
in an agreement evidencing an Incentive Award at the time of grant or at any
time after the grant of an Incentive Award: (a) all Options and Stock
Appreciation Rights will become immediately exercisable in full and will remain
exercisable in accordance with their terms; (b) all Restricted Stock Awards will
become immediately fully vested and non-forfeitable; and (c) any conditions to
the payment of Stock Unit Awards and Performance Awards will lapse. The
Committee may make any such acceleration subject to further conditions,
including, but not limited to, conditions relating to (i) the failure of any
successor to assume the Incentive Awards in connection with a Change in Control,
or (ii) the Participant's involuntary termination, other than for Cause, or
voluntary termination for Good Reason, in each case within a specified period of
time following a Change in Control.

     13.3 Cash Payment. If a Change in Control of the Company occurs, then the
Committee, if approved by the Committee in its sole discretion either in an
agreement evidencing an Incentive Award at the time of grant or at any time
after the grant of an Incentive Award, and without the consent of any
Participant affected thereby, may determine that: (i) some or all Participants
holding outstanding Options will receive, with respect to some or all of the
shares of Common Stock subject to such Options, as of the effective date of any
such Change in Control of the Company, cash in an amount equal to the excess of
the Fair Market Value of such shares immediately prior to the effective date of
such Change in Control of the Company over the exercise price per share of such
Options (or, in the event that there is no excess, that such Options will be
terminated); and (ii) some or all Participants holding Performance Awards will
receive, with respect to some or all of the shares of Common Stock subject to
such Performance Awards, as of the effective date of any such Change in Control
of the Company, cash in an amount equal the Fair Market Value of such shares
immediately prior to the effective date of such Change in Control.

     13.4 Limitation on Change in Control Payments. Notwithstanding anything in
Section 13.2 or 13.3 of the Plan to the contrary, if, with respect to a
Participant, the acceleration of the vesting of an Incentive Award as provided
in Section 13.2 or the payment of cash in exchange for all or part of an
Incentive Award as provided in Section 13.3 (which acceleration or payment could
be deemed a "payment" within the meaning of Section 280G(b)(2) of the Code),
together with any other "payments" that such Participant has the right to
receive from the Company or any corporation that is a member of an "affiliated
group" (as defined in Section 1504(a) of the Code without regard to Section
1504(b) of the Code) of which the Company is a member, would constitute a
"parachute payment" (as defined in Section 280G(b)(2) of the Code), then the
"payments" to such Participant pursuant to Section 13.2 or 13.3 of the Plan will
be reduced to the largest amount as will result in no portion of such "payments"
being subject to the excise tax imposed by Section 4999 of the Code; provided,
that such reduction shall be made only if the aggregate amount of the payments
after such reduction exceeds the difference between (A) the amount of such
payments absent such reduction minus (B) the aggregate amount of the excise tax
imposed under Section 4999 of the Code attributable


                                       16

<PAGE>

to any such excess parachute payments. Notwithstanding the foregoing sentence,
if a Participant is subject to a separate agreement with the Company or a
Subsidiary that expressly addresses the potential application of Sections 280G
or 4999 of the Code (including, without limitation, that "payments" under such
agreement or otherwise will be reduced, that the Participant will have the
discretion to determine which "payments" will be reduced, that such "payments"
will not be reduced or that such "payments" will be "grossed up" for tax
purposes), then this Section 13.4 will not apply, and any "payments" to a
Participant pursuant to Section 13.2 or 13.3 of the Plan will be treated as
"payments" arising under such separate agreement.

14. Rights of Eligible Recipients and Participants; Transferability.

     14.1 Employment or Service. Nothing in the Plan will interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
employment or service of any Eligible Recipient or Participant at any time, nor
confer upon any Eligible Recipient or Participant any right to continue in the
employ or service of the Company or any Subsidiary.

     14.2 Rights as a Shareholder; Dividends. As a holder of Incentive Awards
(other than Restricted Stock Awards), a Participant will have no rights as a
shareholder unless and until such Incentive Awards are exercised for, or paid in
the form of, shares of Common Stock and the Participant becomes the holder of
record of such shares. Except as otherwise provided in the Plan or otherwise
provided by the Committee, no adjustment will be made in the amount of cash
payable or in the number of shares of Common Stock issuable under Incentive
Awards denominated in or based on the value of shares of Common Stock as a
result of cash dividends or distributions paid to holders of Common Stock prior
to the payment of, or issuance of shares of Common Stock under, such Incentive
Awards.

     14.3 Restrictions on Transfer.

          (a) Except pursuant to testamentary will or the laws of descent and
     distribution or as otherwise expressly permitted by subsections (b) and (c)
     below, no right or interest of any Participant in an Incentive Award prior
     to the exercise (in the case of Options) or vesting or issuance (in the
     case of Restricted Stock Awards and Performance Awards) of such Incentive
     Award will be assignable or transferable, or subjected to any lien, during
     the lifetime of the Participant, either voluntarily or involuntarily,
     directly or indirectly, by operation of law or otherwise.

          (b) A Participant will be entitled to designate a beneficiary to
     receive an Incentive Award upon such Participant's death, and in the event
     of such Participant's death, payment of any amounts due under the Plan will
     be made to, and exercise of any Options or Stock Appreciation Rights (to
     the extent permitted pursuant to Section 11 of the Plan) may be made by,
     such beneficiary. If a deceased Participant has failed to designate a
     beneficiary, or if a beneficiary designated by the Participant fails to
     survive the Participant, payment of any amounts due under the Plan will be
     made to, and exercise of any Options or Stock Appreciation Rights (to the
     extent permitted pursuant to Section 11 of the Plan) may be made by, the
     Participant's legal representatives, heirs and legatees. If a deceased
     Participant has designated a beneficiary and such beneficiary survives the
     Participant but dies before complete payment of all amounts due under the
     Plan or exercise of all exercisable Options or Stock Appreciation Rights,
     then such payments will be made to, and the exercise of such Options or
     Stock Appreciation Rights may be made by, the legal representatives, heirs
     and legatees of the beneficiary.


                                       17

<PAGE>

          (c) Upon a Participant's request, the Committee may, in its sole
     discretion, permit a transfer of all or a portion of a Non-Statutory Stock
     Option, other than for value, to such Participant's child, stepchild,
     grandchild, parent, stepparent, grandparent, spouse, former spouse,
     sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
     daughter-in-law, brother-in-law, or sister-in-law, any person sharing such
     Participant's household (other than a tenant or employee), a trust in which
     any of the foregoing have more than fifty percent of the beneficial
     interests, a foundation in which any of the foregoing (or the Participant)
     control the management of assets, and any other entity in which these
     persons (or the Participant) own more than fifty percent of the voting
     interests. Any permitted transferee will remain subject to all the terms
     and conditions applicable to the Participant prior to the transfer. A
     permitted transfer may be conditioned upon such requirements as the
     Committee may, in its sole discretion, determine, including, but not
     limited to execution and/or delivery of appropriate acknowledgements,
     opinion of counsel, or other documents by the transferee.

     14.4 Non-Exclusivity of the Plan. Nothing contained in the Plan is intended
to modify or rescind any previously approved compensation plans or programs of
the Company or create any limitations on the power or authority of the Board to
adopt such additional or other compensation arrangements as the Board may deem
necessary or desirable.

15. Securities Law and Other Restrictions.

     Notwithstanding any other provision of the Plan or any agreements entered
into pursuant to the Plan, the Company will not be required to issue any shares
of Common Stock under this Plan, and a Participant may not sell, assign,
transfer or otherwise dispose of shares of Common Stock issued pursuant to
Incentive Awards granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the Securities Act and any
applicable securities laws of a state or foreign jurisdiction or an exemption
from such registration under the Securities Act and applicable state or foreign
securities laws, and (b) there has been obtained any other consent, approval or
permit from any other U.S. or foreign regulatory body which the Committee, in
its sole discretion, deems necessary or advisable. The Company may condition
such issuance, sale or transfer upon the receipt of any representations or
agreements from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be deemed necessary or
advisable by the Company in order to comply with such securities law or other
restrictions.

16. Compliance with Section 409A.

     It is intended that the Plan and all Incentive Awards hereunder be
administered in a manner that will comply with Section 409A of the Code,
including proposed, temporary or final regulations or any other guidance issued
by the Secretary of the Treasury and the Internal Revenue Service with respect
thereto. The Committee is authorized to adopt rules or regulations deemed
necessary or appropriate to qualify for an exception from or to comply with the


                                       18

<PAGE>

requirements of Section 409A of the Code (including any transition or
grandfather rules relating thereto). Notwithstanding anything in this Section 16
to the contrary, with respect to any Incentive Award subject to Section 409A of
the Code, no amendment to or payment under such Incentive Award will be made
unless permitted under Section 409A and the regulations or rulings issued
thereunder.

17. Plan Amendment, Modification and Termination.

     The Board may suspend or terminate the Plan or any portion thereof at any
time. In addition to the authority of the Committee to amend the Plan under
Section 3.2(e), the Board may amend the Plan from time to time in such respects
as the Board may deem advisable in order that Incentive Awards under the Plan
will conform to any change in applicable laws or regulations or in any other
respect the Board may deem to be in the best interests of the Company; provided,
however, that no such amendments to the Plan will be effective without approval
of the Company's shareholders if: (i) shareholder approval of the amendment is
then required pursuant to Section 422 of the Code or the rules of the Nasdaq
Stock Market (or other applicable market or exchange on which the Company's
Common Stock may be quoted or traded); or (ii) such amendment seeks to increase
the number of shares authorized for issuance hereunder (other than by virtue of
an adjustment under Section 4.3) or to modify Section 3.2(d) hereof. No
termination, suspension or amendment of the Plan may adversely affect any
outstanding Incentive Award without the consent of the affected Participant;
provided, however, that this sentence will not impair the right of the Committee
to take whatever action it deems appropriate under Sections 3.2(c), 4.3 and 13
of the Plan.

18. Effective Date and Duration of the Plan.

     The Plan will be effective as of February 28, 2006, or such later date on
which the Plan is initially approved by the Company's shareholders. The Plan
will terminate at midnight on the tenth (10th) anniversary of such effective
date, and may be terminated prior to such time by Board action. No Incentive
Award will be granted after termination of the Plan. Incentive Awards
outstanding upon termination of the Plan may continue to be exercised, earned or
become free of restrictions, according to their terms.

19. Miscellaneous.

     19.1 Governing Law. The validity, construction, interpretation,
administration and effect of the Plan and any rules, regulations and actions
relating to the Plan will be governed by and construed exclusively in accordance
with the laws of the State of Minnesota, notwithstanding the conflicts of laws
principles of any jurisdictions.

     19.2 Successors and Assigns. The Plan will be binding upon and inure to the
benefit of the successors and permitted assigns of the Company and the
Participants.


                                       19