EXHIBIT 10.55

                      RAMTRON INTERNATIONAL CORPORATION
               AMENDED AND RESTATED 2005 INCENTIVE AWARD PLAN

1.  Establishment and Purpose of the Plan.

The purpose of this Amended and Restated 2005 Incentive Award Plan is to
promote the interests of the Company and its stockholders by (i) helping to
attract and retain the services of selected service providers of the Company
who are in a position to make a material contribution to the successful
operation of the Company's business, (ii) motivating such persons, by means
of performance-related incentives, to achieve the Company's business goals,
and (iii) enabling such persons to participate in the long-term growth and
financial success of the Company by providing them with an opportunity to
purchase, or benefit from the appreciation of, stock of the Company or other
awards under this Plan.

2.  Definitions.

The following definitions shall apply throughout the Plan:

a.  "Affiliate" shall mean any entity that directly or indirectly through one
    or more intermediaries, controls or is controlled by, or is under common
    control with, the Company.

b.  "Award" shall mean, individually or collectively, a grant under the Plan
    of Options, SARs, Restricted Stock, Performance Units, Performance Shares,
    Phantom Stock, Restricted Stock Units, and Other Incentive Awards.

c.  "Award Agreement" shall mean the written agreement entered into between
    the Company and the Participant evidencing and reflecting the terms of an
    Award granted under the Plan. An Award Agreement shall be subject to the
    terms and conditions of the Plan.

d.  "Board of Directors" shall mean the Board of Directors of Ramtron
    International Corporation as in office from time to time.

e.  "Code" shall mean the Internal Revenue Code of 1986, as amended.
    References in the Plan to any section of the Code shall be deemed to
    include any amendment or successor provisions to such section and any
    rules and regulations issued under such section.

f.  "Committee" shall mean the committee of the Board of Directors appointed
    in accordance with Section 4(a) of the Plan, and if no such committee
    shall be appointed or in office, the Board of Directors.

g.  "Company" shall mean Ramtron International Corporation, a Delaware
    corporation (or any successor corporation).

h.  "Consultant" shall mean any person, including an advisor, engaged by the
    Company or a Subsidiary to render services to such entity in a non-
    employee capacity.

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i.  "Continuous Employment" shall mean the absence of any interruption or
    termination of service as a Service Provider of the Company, or a
    Subsidiary, in any capacity; provided, however, that for purposes of an
    Incentive Stock Option, "Continuous Employment" means the absence of any
    interruption or termination of service as an Employee of the Company or a
    Subsidiary pursuant to applicable tax regulations. Continuous Employment
    shall not be considered interrupted in the case of any leave of absence
    authorized in writing by the Company or a Subsidiary prior to its
    commencement; provided, however, that for purposes of Incentive Stock
    Options, no such leave may exceed 90 days, unless reemployment upon
    expiration of such leave is guaranteed by statute or contract.  If
    reemployment upon expiration of a leave of absence approved by the
    Company or a Subsidiary is not so guaranteed, on the 91st day of such
    leave any Incentive Stock Option held by the Optionee shall cease to be
    treated as an Incentive Stock Option and shall be treated for tax
    purposes as a Non-Statutory Stock Option. For avoidance of doubt, a
    Participant shall be deemed to incur a termination of Continuous
    Employment if, as a result of a sale of shares or assets, the entity that
    employs such Participant shall cease to qualify as a Subsidiary and the
    Participant does not immediately become a Service Provider of the Company
    or an entity that continues to be a Subsidiary. In the event that the
    status of a Participant changes from Employee to Consultant, the
    Committee, in its sole discretion, may determine that, notwithstanding
    such change in status, the Participant shall not be deemed to incur a
    termination of Continuous Employment for purposes of the Plan until such
    time that the Participant's service as a Consultant to the Company or a
    Subsidiary terminates.

j.  "Director" shall mean a duly elected and qualified member of the Board of
    Directors.

k.  "Disability" shall mean, in accordance with Section 22(e)(3) of the Code,
    the inability of the Participant to engage in any substantial gainful
    activity by reason of any medically determinable physical or mental
    impairment which can be expected to result in death or which has lasted
    or can be expected to last for a continuous period of not less than 12
    months. In determining the Disability of the Participant, the Committee
    may require the Participant to furnish proof of the existence of the
    Disability and may select a physician to examine the Participant. The
    final determination as to the Disability of the Participant shall be made
    by the Committee.

l.  "Dividend Equivalents" shall mean, to the extent specified by the
    Committee, an amount equal to all dividends and other distributions (or
    the economic equivalent thereof) paid on one Share for each Share
    represented by an Award held by such Participant.

m.  "Employee" shall mean any individual, including officers and Directors,
    employed by the Company or a Subsidiary.

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n.  "Fair Market Value" shall mean, with respect to Shares, the value per
    Share, as of any date, determined as follows: (i) if the Shares are then
    listed or admitted to trading on a NASDAQ market system or a stock
    exchange which reports closing sale prices, the Fair Market Value shall
    be the closing sale price on the date of valuation on such NASDAQ market
    system or principal stock exchange on which the Shares are then listed or
    admitted to trading, or, if no closing sale price is quoted on such day,
    then the Fair Market Value shall be the closing sale price of the Shares
    on such NASDAQ market system or such exchange on the next preceding day
    for which a closing sale price is reported, (ii) if the Shares are not
    then listed or admitted to trading on a NASDAQ market system or a stock
    exchange which reports closing sale prices, the Fair Market Value shall
    be the average of the closing bid and asked prices of the Shares in the
    over the counter market on the date of valuation, and (iii) if neither
    (i) nor (ii) is applicable as of the date of valuation, then the Fair
    Market Value shall be determined by the Committee in good faith on such
    basis as it deems appropriate and applied in accordance with uniform and
    nondiscriminatory standards adopted by the Committee from time to time,
    provided that any alternative fair market value pricing method adopted by
    the Committee must be stated in the Award Agreement and comply with the
    fair market value pricing rules set forth in Section 409A of the Code,
    which determination shall be conclusive and binding on all interested
    parties.

o.  "Free Standing SAR" shall mean an SAR granted pursuant to the provisions
    of Section 8(d) of the Plan.

p.  "Incentive Stock Option" shall mean an Option intended to qualify as an
    "incentive stock option" within the meaning of Section 422 of the Code.

q.  "Non-Employee Director" shall mean a member of the Board of Directors who
    is not also an Employee of the Company or a Subsidiary.

r.  "Non-Statutory Stock Option" shall mean an Option which is not an
    Incentive Stock Option.

s.  "Option" shall mean the grant of the right to a Service Provider pursuant
    to the Plan to purchase a specified number of Shares at a specified
    exercise price.

t.  "Optioned Stock" shall mean the Shares subject to an Option or SAR
    granted pursuant to the Plan.

u.  "Optionee" shall mean a Service Provider who is granted an Option under
    the Plan.

v.  "Other Incentive Awards" shall mean any other awards not specifically
    described in the Plan that may in whole or in part be valued by reference
    to, or otherwise based on, Shares, and are created by the Committee
    pursuant to Section 13 of the Plan.

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w.  "Participant" shall mean a Service Provider who is granted an Award under
    the Plan.

x.  "Performance Cycle" shall have the meaning set forth in Section 10(b) of
    the Plan.

y.  "Performance Share" shall mean an Award granted pursuant to Section 10 of
    the Plan.

z.  "Performance Unit" shall mean an Award granted pursuant to Section 10 of
    the Plan.

aa.  "Phantom Stock" shall mean an Award consisting of a contractual right to
     receive a hypothetical Share granted pursuant to Section 11 of the Plan.

bb.  "Plan" shall mean this Ramtron International Corporation 2005 Incentive
     Award Plan as the same may be amended from time to time.

cc.  "Restricted Period" shall mean the period during which the transfer of
     Restricted Stock is subject to restrictions, and therefore, the Shares
     are subject to a substantial risk of forfeiture. Such restrictions may
     be based on the passage of time, the achievement of performance goals,
     or the occurrence of other events as determined by the Committee in its
     discretion.

dd.  "Restricted Stock" shall mean Shares issued pursuant to Section 9 of the
     Plan.

ee.  "Restricted Stock Unit" shall mean an Award granted pursuant to Section
     12 of the Plan.

ff.  "Retained Distributions" shall have the meaning set forth in Section
     9(c) of the Plan.

gg.  "Service Provider" shall mean an Employee, Non-Employee Director or
     Consultant.

hh.  "Shares" shall mean shares of the common stock of the Company, par value
     per share of $0.01, or any shares into which such Shares may be
     converted in accordance with Section 16 of the Plan.

ii.  "Stock Appreciation Right" or "SAR" shall mean an Award, granted alone
     or in connection with an Option, that pursuant to Section 8 of the Plan
     is designated as a SAR.

jj.  "Subsidiary" shall mean any "subsidiary" corporation, whether now or
     hereafter existing as defined in Section 424(f) of the Code.

kk.  "Tandem SAR" shall mean an SAR granted pursuant to the provisions of
     Section 8(c) of the Plan.

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ll.  "Termination for Cause" shall mean termination of employment as a result
     of (i) any act or acts by the Participant constituting a felony under
     any federal, state or local law; (ii) the Participant's willful and
     continued failure to perform the duties assigned to him or her as a
     Service Provider; (iii) any material breach by the Participant of any
     agreement with the Company or a Subsidiary or Affiliate concerning his
     or her employment or other understanding concerning the terms and
     conditions of employment by the Company or a Subsidiary or Affiliate;
     (iv) dishonesty, gross negligence or malfeasance by the Participant in
     the performance of his or her duties as a Service Provider or any
     conduct by the Participant which involves a material conflict of
     interest with any business of the Company or a Subsidiary or Affiliate;
     or (v) the Participant's taking or knowingly omitting to take any other
     action or actions in the performance of Participant's duties as a
     Service Provider without informing appropriate members of management to
     whom such Participant reports, which action or actions, in the
     determination of the Board of Directors, have caused or substantially
     contributed to the material deterioration in the business of the Company
     or a Subsidiary or Affiliate.

3.  Shares Reserved.

a.  Number of Shares. Subject to adjustment as provided in Section 16 of the
    Plan, the maximum aggregate number of Shares reserved for issuance
    pursuant to the Plan shall be equal to (five million) 5,000,000 Shares
    plus the number of Shares which shall remain available for issuance under
    the Ramtron International Corporation 1995 Stock Option Plan on and after
    the termination of the term of such plan or which thereafter become
    available for issuance under such plan. The maximum number of Shares that
    may be issued upon exercise of Incentive Stock Options granted under the
    Plan shall be (five million) 5,000,000 Shares, and the maximum number of
    Shares that may be issued as Restricted Stock shall be 5,000,000 Shares,
    subject to adjustment as provided in Section 16.  Such number of Shares
    reserved for issuance under the Plan may be set aside out of authorized
    but unissued Shares not reserved for any other purpose, or out of issued
    Shares acquired for and held in the treasury of the Company from time to
    time.

b.  Share Counting. Any Shares (i) subject to, but not sold or issued under,
    an Award granted under the Plan or an option granted under any prior
    stock option plan of the Company, terminating, expiring or canceled for
    any reason prior to its exercise in full, (ii) which is tendered,
    actually or by attestation, by a Participant as full or partial payment
    in connection with the exercise of any Award under the Plan or any prior
    stock option plan of the Company, (iii) retained by or surrendered to the
    Company in order to satisfy a Participant's withholding tax obligations
    in accordance with Section 22(d) of the Plan, (iv) settled in cash, and
    (v) surrendered pursuant to an award exchange program established by the
    Committee pursuant to Section 4(b)(xi) of the Plan, shall again be
    available for Awards thereafter granted during the remainder of the Plan,
    and the same shall not be deemed an increase in the number of Shares
    reserved for issuance under the Plan.

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c.  Individual Limits. Subject to adjustment as provided in Section 16 of the
    Plan, the maximum number of Shares which may be subject to Awards granted
    under the Plan during any calendar year to any Participant shall be
    5,000,000 Shares; provided, however, that the maximum number of Shares
    which may be awarded as Restricted Stock under the Plan during any
    calendar year to any Participant shall be 500,000 Shares.  If an Award
    held by a Participant is canceled, if and to the extent required by
    Section 162(m) of the Code, the canceled Award shall continue to be
    counted against the maximum number of Shares for which Awards may be
    granted to such Participant, and any replacement Award granted to such
    Participant shall also count against such limit.

4.  Administration of the Plan.

a.  The Plan shall be administered by the Board of Directors or, if appointed
    pursuant to a resolution of the Board of Directors, by a Committee
    designated by the Board of Directors to administer the Plan.  If so
    appointed, the Committee shall be comprised of not less than two persons.
    Members of the Committee shall serve for such period of time as the Board
    of Directors may determine.  From time to time the Board of Directors may
    increase the size of the Committee and appoint additional members thereto,
    remove members (with or without cause) and appoint new members in
    substitution therefor, fill vacancies however caused, or remove all
    members of the Committee and thereafter directly administer the Plan.  In
    the event the Company has a class of equity securities registered under
    Section 12 of the Securities Exchange Act of 1934, as amended (the
    "Exchange Act") and unless the Board of Directors determines otherwise,
    from the effective date of such registration until six months after the
    termination of such registration, all grants of Awards to persons subject
    to the provisions of Section 16(b) of the Exchange Act shall be made by a
    Committee of two or more Non-Employee Directors having full authority to
    act in the matter and all of whom are "non-employee directors" under Rule
    16b-3 of the Exchange Act and "outside directors" within the meaning of
    Section 162(m) of the Code and the regulations promulgated thereunder.

b.  Subject to the provisions of the Plan, the Committee shall have the sole
    and complete discretionary authority: (i) to grant Incentive Stock
    Options in accordance with Section 422 of the Code, and Non-Statutory
    Stock Options, SARs, Restricted Stock, Performance Units, Performance
    Shares, Phantom Stock, Restricted Stock Units and Other Incentive Awards;
    (ii) to determine, upon review of relevant information, the Fair Market
    Value per Share; (iii) to determine the exercise price of the Awards to
    be granted to Service Providers in accordance with the Plan; (iv) to
    determine the Service Providers to whom, and the time or times at which,
    Awards shall be granted and the number of Shares subject to each Award;
    (v) to prescribe, amend and rescind rules and regulations relating to the
    Plan, and to interpret and the same, subject to the limitations set forth
    in Section 16 of the Plan; (vi) to determine the terms and provisions of
    each Award under the Plan and each Award Agreement (which need not be
    identical with the terms of other Awards or Award Agreements) and to

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    modify or amend an outstanding Award or Award Agreement; (vii) to
    accelerate the exercise or vesting date of any Award; (viii) to determine
    whether any Participant will be required to execute a stock purchase
    agreement or other agreement as a condition to the exercise, issue or
    payment of an Award, and to determine the terms and provisions of any
    such agreement (which need not be identical with the terms of any other
    such agreement) and to amend any such agreement; (ix) to interpret the
    Plan, any Award Agreement, or any other agreement entered into with
    respect to the grant, issue, payment or exercise of Awards, and to
    determine the eligibility of a Service Provider for benefits under the
    Plan and the amount thereof; (x) to authorize any person to execute on
    behalf of the Company any instrument required to effectuate the grant of
    an Award previously granted or to take such other actions as may be
    necessary or appropriate with respect to the Company's rights pursuant to
    Awards or agreements relating to the grant, issue, payment or exercise
    thereof; (xi) to cancel any outstanding Awards and grant to a Participant
    in replacement thereof such number of other Awards on such terms and
    conditions as the Committee shall determine; and (xii) to make such other
    determinations and establish such other procedures as it deems necessary
    or advisable for the administration of the Plan, including determining
    the amounts of benefits payable to a Participant.

c.  All decisions, determinations and interpretations of the Committee shall
    be final and binding on all Participants and any other holders of any
    Awards granted under the Plan.

d.  The Committee shall keep minutes of its meetings and of the actions taken
    by it without a meeting.  A majority of the Committee shall constitute a
    quorum, and the actions of a majority at a meeting, including a telephone
    meeting, at which a quorum is present, or acts approved in writing by a
    majority of the members of the Committee without a meeting, shall
    constitute acts of the Committee.

e.  The Company shall pay all original issue and transfer taxes with respect
    to the grant of Awards and/or the issue and transfer of Shares pursuant
    to the exercise thereof, and all other fees and expenses necessarily
    incurred by the Company in connection therewith; provided, however, that
    the person exercising an Award shall be responsible for all payroll,
    withholding, income and other taxes incurred by such person on the date
    of exercise of an Award or transfer of Shares.

5.  Eligibility.

Awards may be granted under the Plan only to Service Providers, provided,
however, that Incentive Stock Options may be granted only to Employees of the
Company or a Subsidiary. A Service Provider who has been granted an Award may
be granted, if he or she is otherwise eligible, additional Awards; however,
eligibility pursuant to this Section 5 of the Plan shall not entitle a
Service Provider to be granted an Award, or a Participant to be granted
additional Awards.

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6.  Stock Options.

Options granted pursuant to the Plan by the Committee shall be either
Incentive Stock Options or Non-Statutory Stock Options and shall be evidenced
by an Award Agreement providing, in addition to such other terms as the
Committee may deem advisable, the following terms and conditions:

a.  Time of Granting Options.  The date of grant of an Option shall be, for
    all purposes, the date on which the Committee makes the determination
    granting such Option; provided, however, that if the Committee determines
    that such grant shall be effective as of some future date, the date of
    grant shall be as of such future date.  Notice of the determination shall
    be given to each Optionee within a reasonable time after the date of such
    grant.

b.  Number of Shares and Designation.  Each Award Agreement shall state the
    number of Shares to which it pertains and whether such Option is intended
    to constitute an Incentive Stock Option or a Non-Statutory Stock Option.

c.  Vesting.  Options granted under the Plan shall vest as determined by the
    Committee, in its sole and absolute discretion, from time to time, which
    may include installment or performance vesting or other contingent
    vesting provisions.

d.  Exercise Price. The exercise price per Share for the Shares to be issued
    pursuant to exercise of an Option, whether an Incentive Stock Option or
    Non-Statutory Stock Option, shall be such price as is determined by the
    Committee as of the date of grant; provided, however, that such price
    shall in no event be less than 100% of the Fair Market Value per Share on
    the date of grant.

    Notwithstanding anything to the contrary herein, in the case of an
    Incentive Stock Option granted to an Employee who, at the time the
    Incentive Stock Option is granted, owns or is deemed to own (by reason of
    the attribution rules applicable under Section 424(d) of the Code) stock
    possessing more than ten percent of the total combined voting power of
    all classes of stock of the Company or any Subsidiary, the exercise price
    per Share shall be no less than 110% of the Fair Market Value per Share
    on the date of grant.

    Notwithstanding the foregoing, the Committee may designate a per Share
    exercise price of less than one hundred percent (100%) of the Fair Market
    Value per Share on the date of grant if the Option is granted in
    substitution for a stock option previously granted by an entity that is
    acquired by or merged with the Corporation or any Subsidiary or pursuant
    to a corporate transaction (as described in Treasury Regulation Section
    1.424-1(a)(3)), as provided by Section 424 of the Code and the
    regulations thereunder (other than the requirement that the Optionee be
    employed by or otherwise provide services to the successor entity) in a
    manner that complies with Section 409A of the Code.

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e.  Medium and Time of Payment.  The consideration to be paid for the Shares
    to be issued upon exercise of an Option, including the method of payment,
    shall be determined by the Committee on the date of grant and may consist
    entirely of (i) cash, check or full recourse promissory note or (ii)
    delivery (actually or by attestation) of Shares having a Fair Market
    Value on the date of surrender equal to the aggregate exercise price of
    the Shares to which said Option shall be exercised, or any combination of
    such methods of payment, or such other consideration and method of
    payment for the issuance of Shares permitted under any laws to which the
    Company is subject which is approved by the Committee in its discretion;
    provided, however that the Optionee shall be required to pay an amount
    necessary to satisfy the Company's tax withholding obligations in
    accordance with Section 22(d) of the Plan.  Unless otherwise specifically
    provided, the exercise price of an Option that is paid by surrender to
    the Company of other Shares shall be paid only by Shares of the Company
    that have been held by the Optionee for at least six (6) months on the
    date of surrender (or such other period of time as is required for the
    Company to avoid an accounting charge).

    If approved by the Committee and permitted by applicable law, payment in
    full or of any part of the exercise price also may be made by delivering
    a properly executed exercise notice to an approved broker-dealer,
    together with instructions to the broker-dealer to deliver promptly to
    the Company the amount of sale or loan proceeds necessary to pay the
    exercise price and taxes required to be withheld (a "cashless exercise").

    If the consideration for the exercise of an Option is a promissory note,
    it shall be a full recourse promissory note executed by the Optionee,
    bearing interest at a rate which shall be sufficient to preclude the
    imputation of interest under the applicable provisions of the Code.
    Until such time as the promissory note has been paid in full, the Company
    may retain the Shares purchased upon exercise of the Option in escrow as
    security as security for payment of the promissory note.  An Optionee may
    not deliver a promissory note in payment of the exercise price (i) unless
    approved in advance by the Committee and (ii) to the extent such note
    would violate any applicable laws.

    If the consideration for the exercise of an Option is the actual
    surrender of previously acquired and owned Shares, the Optionee will be
    required to make representations and warranties satisfactory to the
    Company regarding his or her title to the Shares used to effect the
    purchase, including without limitation representations and warranties
    that the Optionee has good and marketable title to such Shares free and
    clear of any and all liens, encumbrances, charges, equities, claims,
    security interests, options or restrictions, and has full power to
    deliver such Shares without obtaining the consent or approval of any
    person or government authority other than those which have already given
    consent or approval in a manner satisfactory to the Company.  The value
    of the Shares used to effect the purchase shall be the Fair Market Value
    of such Shares on the date of exercise as determined by Committee in its
    sole discretion exercised in good faith.

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f.  Term of Options.  The term of an Option may be no more than ten years
    from the date of grant thereof; provided, however, that the term of an
    Incentive Stock Option granted to an Employee who, at the time the
    Incentive Stock Option is granted, owns or is deemed to own (by reason of
    the attribution rules of Section 424(d) of the Code) stock possessing
    more than ten percent of the total combined voting power of all classes
    of stock of the Company or any Subsidiary, shall be no more than five
    years from the date of grant thereof or such shorter term as may be
    approved by the Committee.

    The term of any Option may be less than the maximum term provided for
    herein as specified by the Committee upon grant of the Option and as set
    forth herein.

g.  Annual Limit on Incentive Stock Options.  Notwithstanding any designation
    under Section 6(b), to the extent that the aggregate Fair Market Value
    (determined at the time an Incentive Stock Option is granted) of the
    Shares with respect to which Incentive Stock Options are exercisable for
    the first time by an Optionee during any calendar year under all
    incentive stock option plans of the Company exceeds $100,000, the Options
    in excess of such limit shall be treated as Non-Statutory Stock Options.
    For this purpose, Incentive Stock Options shall be taken into account in
    the order in which they were granted, and the Fair Market Value of the
    Shares shall be determined as of the grant date of the relevant Option.

7.  Exercise of Stock Options.

a.  In General.  Any Option granted hereunder shall be exercisable at such
    times and under such conditions as determined by the Committee and as
    shall be permissible under the Plan, including any performance or other
    criteria with respect to the Company and/or the Optionee as may be
    determined by the Committee in its sole discretion.

    An Option may be exercised in accordance with the provisions of the Plan
    as to all or any portion of the Shares then exercisable under an Option
    from time to time during the term of the Option.  However, an Option may
    not be exercised for a fraction of a Share.

b.  Procedure.  An Option shall be deemed to be exercised when written notice
    of such exercise has been given to the Company at its principal business
    office in accordance with the terms of the Award Agreement by the person
    entitled to exercise the Option and full payment for the Shares with
    respect to which the Option is exercised has been received by the Company,
    accompanied by any other agreements required by the terms of the Plan
    and/or Award Agreement or as required by the Committee and payment by the
    Optionee of all payroll, withholding or income taxes incurred in
    connection with such Option exercise (or evidence that arrangements for
    the collection or payment of such tax satisfactory to the Committee have
    been made).  Full payment may consist of such consideration and method of
    payment allowable under Section 6(e) of the Plan.

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c.  Decrease in Available Shares.  Except as provided in Section 3 of the
    Plan, exercise of an Option in any manner shall result in a decrease in
    the number of Shares which thereafter may be available, both for purposes
    of the Plan and for sale under the Option, by the number of Shares as to
    which the Option is exercised.

d.  Exercise of Stockholder Rights.  Until the Option is properly exercised
    in accordance with the terms of this Section 7, and the Company has
    issued Shares in the name of the Optionee, no right to vote or receive
    dividends or any other rights as a stockholder shall exist with respect
    to the Optioned Stock.  No adjustment will be made for a dividend or
    other right for which the record date is prior to the date the Option is
    exercised and the Shares issued, except as provided in Section 16 of the
    Plan.

e.  Termination of Continuous Employment. Except as otherwise provided herein,
    in the event of termination of an Optionee's Continuous Employment, such
    Optionee may, but only within such period of time as is determined by the
    Committee at the time of grant, with such determination in the case of an
    Incentive Stock Option not exceeding ninety (90) days after the date of
    such termination (but in no event later than the expiration date of the
    term of such Option as set forth in the Award Agreement), exercise his or
    her Option to the extent that the Optionee was entitled to exercise it at
    the date of such termination. To the extent that the Optionee was not
    entitled to exercise the Option at the date of such termination, or if
    the Optionee does not exercise such Option to the extent so entitled
    within the time specified herein, the Option shall terminate.

    The Committee may, at any time and at its sole discretion, extend beyond
    90 days the period of time during which an Optionee may exercise his or
    her Option following the date on which his or her Continuous Employment
    terminates for any reason other than death, Disability or Termination for
    Cause.

    Notwithstanding the foregoing, an Option shall not be exercisable after
    the expiration of the term of such Option, as set forth in the Award
    Agreement, and, unless otherwise provided by the Committee, an Option may
    be exercised only to the extent the Optionee was entitled to exercise it
    on the date his or her Continuous Employment terminated.  To the extent
    the Optionee does not exercise his or her Option, to the extent
    exercisable, within the time specified herein, the Option shall terminate.

f.  Death or Disability of Optionee.  If an Optionee's Continuous Employment
    terminates due to death or Disability of the Optionee, the Option may be
    exercised, in the case of death, by the Optionee's estate or by a person
    who acquired the right to exercise the Option by bequest or inheritance,
    or, in the case of Disability, by the Optionee, within one year following
    the date of such termination (subject to any earlier termination of the
    Option as provided by its terms).

                                    Page-11
<PAGE>
    Notwithstanding the foregoing, an Option shall not be exercisable after
    the expiration of the term of such Option, as set forth in the Award
    Agreement, and, unless otherwise provided by the Committee at the time of
    grant, an Option may be exercised only to the extent the Optionee was
    entitled to exercise it on the date his or her Continuous Employment
    terminated due to death or Disability.  To the extent the Optionee does
    not exercise his or her Option, to the extent exercisable, within the
    time specified herein, the Option shall terminate.

g.  Termination for Cause. If an Optionee's Continuous Employment terminates
    due his or her Termination for Cause, he or she may exercise his or her
    Option to the extent the Option was exercisable as of the date of such
    termination, but only within 30 days following the date of such
    Termination for Cause (subject to any earlier termination of the Option
    as provided by its terms).

    Notwithstanding the foregoing, an Option shall not be exercisable after
    the expiration of the term of such Option, as set forth in the Award
    Agreement, and, unless otherwise provided by the Committee at the time of
    grant, an Option may be exercised only to the extent the Optionee was
    entitled to exercise it on the date his or her Continuous Employment
    terminated due his or her Termination for Cause. To the extent the
    Optionee does not exercise his or her Option, to the extent exercisable,
    within the time specified herein, the Option shall terminate.

h.  Expiration of Option.  Notwithstanding any provision in the Plan,
    including but not limited to the provisions set forth in Section 7(e) and
    7(f), an Option may not be exercised, under any circumstances, after the
    expiration of its term.

i.  Conditions on Exercise and Issuance. As soon as practicable after any
    proper exercise of an Option in accordance with the provisions of the
    Plan, the Company shall deliver to the Optionee at the principal
    executive office of the Company or such other place as shall be mutually
    agreed upon between the Company and the Optionee, a certificate or
    certificates representing the Shares for which the Option shall have been
    exercised.  The time of issuance and delivery of the certificate or
    certificates representing the Shares for which the Option shall have been
    exercised may be postponed by the Company for such period as may be
    required by the Company, with reasonable diligence, to comply with any
    law or regulation applicable to the issuance or delivery of such Shares.

    Options granted under the Plan are conditioned upon the Company obtaining
    any required permit or order from appropriate governmental agencies,
    authorizing the Company to issue such Options and Shares issuable upon
    exercise thereof.  Shares shall not be issued pursuant to the exercise of
    an Option unless the exercise of such Option and the issuance and
    delivery of such Shares pursuant thereto shall comply with all relevant
    provisions of law, including, without limitation, the Securities Act of
    1933, as amended, the Securities Exchange Act of 1934, as amended,
    applicable state law, the rules and regulations promulgated thereunder,
    and the requirements of any stock exchange upon which the Shares may then
    be listed, and may be further subject to the approval of counsel for the
    Company with respect to such compliance.

                                    Page-12
<PAGE>
8.  Stock Appreciation Rights.

The Committee shall have the authority, in its discretion, to grant SARs at
any time and from time to time, as will be determined by the Committee. SARs
granted pursuant to this Section 8 of the Plan shall be evidenced by an Award
Agreement and subject to the following terms and conditions:

a.  Grant of SARS. An SAR may be granted to Participant holding an Option
    (hereinafter called a "related Option") with respect to all or a portion
    of the Shares subject to the related Option (a "Tandem SAR") or may be
    granted separately to an eligible person (a "Free Standing SAR"). Subject
    to the limitations of the Plan, SARs shall be exercisable in whole or in
    part upon notice to the Company upon such terms and conditions as are
    provided in the applicable Award Agreement.

b.  Number of Shares. The Committee will have complete discretion to
    determine the number of SARs granted to any Participant.

c.  Tandem SARS. A Tandem SAR may be granted concurrently with the grant of
    the related Option, or if the related Option is a Non-Statutory Stock
    Option, at any time thereafter prior to the complete exercise,
    termination, expiration or cancellation of such related Option. Tandem
    SARs shall be exercisable only at the time and to the extent that the
    related Option is exercisable (and may be subject to such additional
    limitations on exercisability as the Award Agreement may provide), and in
    no event after the complete termination or full exercise of the related
    Option. Upon the exercise or termination of the related Option, the
    Tandem SARs with respect thereto shall be cancelled automatically to the
    extent of the number of Shares with respect to which the related Option
    was so exercised or terminated. Subject to the limitations of the Plan,
    upon the exercise of a Tandem SAR, the Participant shall be entitled to
    receive from the Company, for each Share with respect to which the Tandem
    SAR is being exercised, consideration (in the form determined as provided
    in Section 8(e)) equal in value to the excess of the Fair Market Value of
    a Share on the date of exercise over the related Option exercise price
    per share; provided, however, that the Committee may, in any Award
    Agreement granting Tandem SARs, provide that the appreciation realizable
    upon exercise thereof shall be measured from a base higher than the
    related Option exercise price.

d.  Free Standing SARs. Free Standing SARs shall be exercisable at the time,
    to the extent and upon the terms and conditions set forth in the
    applicable Award Agreement. The base price of a Free Standing SAR shall
    be not less than one hundred percent (100%) of the Fair Market Value of
    the Shares on the date of grant of the Free Standing SAR. Subject to the
    limitations of the Plan, upon the exercise of a Free Standing SAR, the
    Participant shall be entitled to receive from the Company, for each share
    of Common Shares with respect to which the Free Standing SAR is being
    exercised, consideration (in the form determined as provided in Section
    8(e)) equal in value to the excess of the Fair Market Value of a Share on
    the date of exercise over the Fair Market Value per Share on the date of
    the award.

                                    Page-13
<PAGE>
c.  Consideration. The consideration to be received upon the exercise of an
    SAR by the Participant shall be paid in cash, Shares to which the SAR
    relates (valued at Fair Market Value on the date of exercise of such SAR)
    or a combination of cash and Shares as specified in the Award Agreement,
    or, if so provided in the Award Agreement, either as determined by the
    Committee in its sole discretion or as elected by the Participant,
    provided that the Committee shall have the sole discretion to approve or
    disapprove the election by a Participant to receive cash in full or
    partial settlement of an SAR, which approval or disapproval shall be
    given after such election is made. No fractional Shares shall be issuable
    upon exercise of an SAR and, unless otherwise provided in the applicable
    Award Agreement, the Participant will receive cash in lieu of fractional
    shares. Unless the Committee shall otherwise determine, to the extent a
    Free Standing SAR is exercisable, it will be exercised automatically for
    Shares on its expiration date.

f.  Limitations. The applicable Award Agreement may provide for a limit on
    the amount payable to a Participant upon exercise of SARs at any time or
    in the aggregate, for a limit on the number of SARs that may be exercised
    by the Participant in whole or in part for cash during any specified
    period, for a limit on the time periods during which a Participant may
    exercise SARs and for such other limits on the rights of the Participant
    and such other terms and conditions of the SAR as the Participant may
    determine, including, without limitation, a condition that the SAR may be
    exercised only in accordance with rules and regulations adopted by the
    Committee from time to time. Unless otherwise so provided in the
    applicable Award Agreement, any such limit relating to a Tandem SAR shall
    not restrict the exercisability of the related Option. Such rules and
    regulations may govern the right to exercise SARs granted prior to the
    adoption or amendment of such rules and regulations as well as SARs
    granted thereafter.

g.  Buyout Provisions. The Committee may at any time offer to buy out for a
    payment in cash or Shares a SAR previously granted based on such terms
    and conditions as the Committee shall establish and communicate to the
    Participant at the time that such offer is made; provided, however, that
    compensation payable under the SAR may not exceed the spread between the
    Fair Market Value of the Shares on the date of exercise and the Fair
    Market Value of the Shares on the date of grant.

h.  Expiration and Exercise of SARs. An SAR granted under the Plan will
    expire upon the date determined by the Committee, in its sole discretion,
    and set forth in the Award Agreement. Notwithstanding the foregoing, the
    rules of Section 7 shall also apply to Participants with respect to the
    exercise of SARs.

                                    Page-14
<PAGE>
i.  Certain SARs.  If at the time of grant the Committee intends a grant of
    SARs to any Service Provider to be excluded from the coverage of Section
    409A of the Code, then, notwithstanding any other provision of the Plan,
    (i) with respect to a number of Shares fixed on or before the date of
    grant, the compensation payable under such SARs cannot be greater than
    the difference between the excess of the Fair Market Value of the Shares
    (determined without regard to any risk of forfeiture or restrictions on
    transfer) on the date of exercise over the Fair Market Value of the
    Shares (determined without regard to any risk of forfeiture or
    restrictions on transfer) on the date of grant, (ii) the exercise price
    for such SARs may never be less than 100% of the Fair Market Value of the
    underlying Shares (determined without regard to any risk of forfeiture or
    restrictions on transfer) on the grant date, and (iii) the SARs may not
    include any feature for the deferral of compensation other than the
    deferral of recognition of income until the exercise of such SARs.

9.  Restricted Stock.

The Committee shall have the authority, in its discretion, to grant shares of
Restricted Stock in such amounts as the Committee, in its sole discretion,
shall determine and as shall be evidenced in an Award Agreement; provided,
however, that the Restricted Stock granted under this Section 9 shall be
subject to the following:

a.  Grant of Restricted Stock. Subject to the limitations of the Plan, the
    Committee shall determine whether Shares covered by awards of Restricted
    Stock will be issued at the beginning or the end of the Restriction
    Period and whether dividends or Dividend Equivalents will be paid
    currently during the Restriction Period in the event Shares are to be
    issued at the end of the Restriction Period, and shall designate (or set
    forth the basis for determining) the time or times when each award of
    Restricted Stock will vest, and may prescribe other restrictions, terms
    and conditions applicable to the vesting of such Restricted Stock in
    addition to those provided in the Plan.  The Committee shall determine
    the price, if any, to be paid by the Participant for the Restricted
    Stock; provided, however, that the issuance of Restricted Stock shall be
    made for at least the minimum consideration necessary to permit such
    Restricted Stock to be deemed fully paid and nonassessable. All
    determinations made by the Committee pursuant to this Section 9(a) shall
    be specified in the Award Agreement.

b.  Issuance of Restricted Stock at Beginning of the Restriction Period. If
    Shares are issued at the beginning of the Restriction Period, the stock
    certificate or certificates representing such Restricted Stock shall be
    registered in the name of the Participant to whom such Restricted Stock
    shall have been awarded. During the Restriction Period, certificates
    representing the Restricted Stock and any securities constituting
    Retained Distributions (as defined in Section 9(c)) shall bear a
    restrictive legend to the effect that ownership of the Restricted Stock
    (and such Retained Distributions), and the enjoyment of all rights

                                    Page-15
<PAGE>
    appurtenant thereto, are subject to the restrictions, terms and
    conditions provided in the Plan and the applicable Award Agreement. Such
    certificates shall remain in the custody of the Company and the
    Participant shall deposit with the Company stock powers or other
    instruments of assignment, each endorsed in blank, so as to permit
    retransfer to the Company of all or any portion of the Restricted Stock
    and any securities constituting Retained Distributions that shall become
    vested in accordance with the Plan and the Award Agreement.

c.  Restrictions. Restricted Stock issued at the beginning of the Restriction
    Period shall constitute issued and outstanding Shares for all corporate
    purposes. The Participant will have the right to vote such Restricted
    Stock, to receive and retain such dividends, Dividend Equivalents and
    distributions, as the Committee may in its sole discretion designate,
    paid or distributed on such Restricted Stock and to exercise all other
    rights, powers and privileges of a shareholder with respect to the Shares
    covered by such an award of Restricted Stock; except, that (i) the
    Participant will not be entitled to delivery of the stock certificate or
    certificates representing such Restricted Stock until the Restriction
    Period shall have expired and unless all other vesting requirements with
    respect thereto shall have been fulfilled or waived; (ii) the Company
    will retain custody of the stock certificate or certificates representing
    the Restricted Stock during the Restriction Period as provided in Section
    9(b); (iii) other than such dividends, Dividend Equivalents and
    distributions as the Committee may in its sole discretion designate as
    paid currently, the Company will retain custody of all dividends,
    Dividend Equivalents and other distributions ("Retained Distributions")
    made or declared with respect to the Restricted Stock (and such Retained
    Distributions will be automatically reinvested in additional shares of
    Restricted Stock, which may be subject to the same restrictions, terms
    and vesting and other conditions as are applicable to the underlying
    award of Restricted Stock); (iv) the Participant may not sell, assign,
    transfer, pledge, exchange, encumber or dispose of the Restricted Stock
    or any Retained Distributions or his interest in any of them during the
    Restriction Period; and (v) a breach of any restrictions, terms or
    conditions provided in the Plan or established by the Committee with
    respect to any Restricted Stock or Retained Distributions will cause a
    forfeiture of such Restricted Stock and any Retained Distributions with
    respect thereto.

d.  Issuance of Shares at End of the Restriction Period. Restricted Stock
    issued at the end of the Restriction Period shall not constitute issued
    and outstanding Shares and the Participant shall not have any of the
    rights of a shareholder with respect to the Shares covered by such an
    award of Restricted Stock, in each case until such Shares shall have been
    transferred to the Participant at the end of the Restriction Period. If
    and to the extent that Shares are to be issued at the end of the
    Restriction Period, the Participant shall be entitled to receive Dividend
    Equivalents with respect to the Shares covered thereby either (i) during
    the Restriction Period or (ii) in accordance with the rules applicable to
    Retained Distributions, as the Committee may specify in the Award
    Agreement.

                                    Page-16
<PAGE>
e.  Cash Awards. In connection with any award of Restricted Stock, an Award
    Agreement may provide for the payment of a cash amount to the Participant
    holding such Restricted Stock at any time after such Restricted Stock
    shall have become vested. Such cash awards shall be payable in accordance
    with such additional restrictions, terms and conditions as shall be
    prescribed by the Committee in the Award Agreement and shall be in
    addition to any other salary, incentive, bonus or other compensation
    payments which such Participant shall be otherwise entitled or eligible
    to receive from the Company.

f.  Completion of Restriction Period. On the vesting date specified in the
    applicable Award Agreement with respect to each award of Restricted Stock,
    and upon the satisfaction of any other applicable restrictions, terms and
    conditions, (i) all or the applicable portion of such Restricted Stock
    shall become vested, (ii) any Retained Distributions and any unpaid
    dividends and Dividend Equivalents with respect to such Restricted Stock
    that have been reinvested in additional shares of Restricted Stock shall
    become vested to the extent that the underlying award of Restricted Stock
    related thereto shall have become vested, and (iii) any cash award to be
    received by the Participant with respect to such Restricted Stock shall
    become payable, all in accordance with the terms of the applicable Award
    Agreement. Any such Restricted Stock, (including Restricted Stock
    attributable to Retained Distributions and any unpaid dividends and
    Dividend Equivalents) that shall not become vested shall be forfeited to
    the Company and the Participant shall not thereafter have any rights
    (including dividend and voting rights) with respect to such Restricted
    Stock.

g.  Effect of Termination. Except as otherwise determined by the Committee at
    the time of grant, upon termination of Continuous Employment for any
    reason during the Restriction Period, all Restricted Stock still subject
    to restriction shall be immediately forfeited by the Participant and
    transferred to, and reacquired by, the Company; provided, however, that
    in the event of a Participant's Disability or death, or in cases of
    special circumstances, if the Committee, in its sole discretion, finds
    that a waiver would be in the best interests of the Company and shall
    within thirty (30) days after such termination of Continuous Employment
    notify the Participant in writing of its decision to waive in whole or in
    part any or all remaining restrictions with respect to such Participant's
    Restricted Stock, then the Participant shall continue to be the owner of
    such Restricted Stock subject to such continuing restrictions as the
    Committee may prescribe in such notice. In the event of a forfeiture of
    Restricted Stock pursuant to this Section 9(g), the Company shall repay
    to the Participant (or the Participant's estate) any amount paid by the
    Participant for such Restricted Stock. In the event that the Company
    requires a return of Restricted Stock, it shall also have the right to
    require the return of all Restricted Stock attributable to the
    reinvestment of dividends, distributions or Dividend Equivalents paid on
    such Restricted Stock.

                                    Page-17
<PAGE>
10.  Performance Units and Performance Shares.

The Committee shall have the authority, in its discretion, to grant
Performance Units and Performance Shares at any time and from time to time,
as shall be determined by the Committee. The terms and conditions of the
Performance Units and Performance Shares shall be determined from time to
time by the Committee and shall be evidenced in an Award Agreement; provided,
however, that the Performance Units and Performance Shares granted under this
Section 10 shall be subject to the following:

a.  Value of Performance Unit and Performance Shares. Each Performance Unit
    will have an initial value that is established by the Committee on or
    before the date of grant, which need not relate to the Fair Market Value
    of a Share. Each Performance Share will have an initial value equal to
    one hundred percent (100%) of the Fair Market Value of a Share on the
    date of grant.

b.  Performance Objectives and Other Terms. The Committee will set
    performance goals in its discretion which, depending on the extent to
    which they are met, will determine the number or value of Performance
    Units or Performance Shares that will be paid out to the Participants.
    The time period during which the performance goals must be met will be
    called the "Performance Cycle." The minimum time period for any
    Performance Cycle shall be one year. Each Award of Performance Units or
    Performance Shares will be evidenced by an Award Agreement that will
    specify the Performance Cycle, and such other terms and conditions as the
    Committee, in its sole discretion, will determine. The Committee may set
    performance goals based on the achievement of Company-wide, divisional,
    or individual objectives, or on any applicable laws or any other basis as
    determined by the Committee in its discretion.

c.  Earning of Performance Units and Performance Shares. After the applicable
    Performance Cycle has ended, the holder of Performance Units or
    Performance Shares will be entitled to receive a payment based on the
    number of Performance Units or Performance Shares earned by the
    Participant over the Performance Cycle, to be determined as a function of
    the extent to which the corresponding performance goals have been
    achieved.

d.  Modification of Standards. If the Committee determines in its sole
    discretion that the established performance goals are no longer suitable
    to Company objectives because of a material change in the Company's
    business, operations, corporate structure or capital structure, or other
    conditions the Committee deems to be material, the Committee may modify
    the performance goals as it considers appropriate and equitable.

                                    Page-18
<PAGE>
e.  Form and Timing of Payment of Performance Unit and Performance Shares.
    Each Award Agreement will specify the time and manner of payment of
    Performance Shares or Performance Units that have been earned. The
    Committee, in its sole discretion, may pay earned Performance Units and
    Performance Shares in the form of cash, in Shares (which have an
    aggregate Fair Market Value equal to the value of the earned Performance
    Units or Performance Shares at the close of the applicable Performance
    Cycle) or in a combination thereof.

f.  Cancellation of Performance Units and Performance Shares. On the date set
    forth in the Award Agreement, all unearned or unvested Performance Units
    and Performance Shares will be forfeited to the Company, and again will
    be available for grant under the Plan.

11.  Phantom Shares.

The Committee shall have the authority, in its discretion, to grant Phantom
Shares, the value of which shall be determined by reference to a Share, on
the terms and conditions set forth in the Plan and on such other terms and
conditions as are not inconsistent with the purposes and provisions of the
Plan as the Committee, in its sole discretion, may from time to time
determine, including the satisfaction of any performance goal requirements
that may be established by the Committee and as shall be evidenced in an
Award Agreement; provided, however, that the Phantom Shares granted under
this Section 11 shall be subject to the following:

a.  Surrender. Each Award Agreement with respect to a Phantom Share shall
    specify the date on which the Phantom Share shall be surrendered, and
    thereby cancelled by delivery of an actual Share or, in the discretion of
    the Company, by the payment of cash (or a combination of cash and Shares)
    in an amount equal to one hundred percent (100%) of the Fair Market Value
    of a Share on the date of surrender, subject to such terms and conditions
    as the Committee may specify, in its sole discretion, in the applicable
    Award Agreement or thereafter. The date on which the Phantom Shares shall
    be surrendered may be accelerated upon the occurrence of certain payment
    events, as determined by the Committee in its sole discretion at the time
    of grant and as set forth in the applicable Award Agreement; provided,
    however, that such payment events shall be consistent with the
    permissible distribution events under Section 409A of the Code.

b.  Dividends and Distributions. Payments of Dividend Equivalents may be made
    to Participants who have been awarded Phantom Shares. Such payments of
    Dividend Equivalents may be paid currently to the Participant or may be
    reinvested in additional Phantom Shares, as determined by the Committee
    in its sole discretion and set forth in the applicable Award Agreement at
    the time of grant.

c.  Limitation on Payment. The Committee may, in its sole discretion,
    establish and set forth in the Award Agreement a maximum dollar amount
    payable under the Plan for each Phantom Share granted pursuant to such
    Award Agreement.

                                    Page-19
<PAGE>
d.  Participant's Termination. Except as otherwise determined by the
    Committee at the time of grant, upon a "separation from service" within
    the meaning of Section 409A of the Code, the date of surrender of Phantom
    Shares shall be accelerated and the Phantom Shares shall be automatically
    and immediately surrendered and cancelled by delivery of Shares as of the
    date of such termination.

12.  Restricted Stock Units.

The Committee shall have the authority, in its discretion, to grant
Restricted Stock Units. Restricted Stock Units shall consist of an Award of
Restricted Stock, Performance Shares or Performance Units that the Committee,
in its sole discretion, permits to be paid out in installments, in accordance
with rules and procedures established by the Committee. The Committee may, in
its sole discretion, establish any or all of the following rules for
application to an award of Restricted Stock Units under this Section 12:

a.  Non-Transferability. Any Shares which are part of an award of Restricted
Stock Units may not be assigned, sold, transferred, pledged or otherwise
encumbered prior to the date on which the shares are issued, or if later, the
date provided by the Committee at the time of grant of the Award.

b.  Consideration. Such Restricted Stock Units may provide for the payment of
cash consideration by the person to whom such Award is granted or provide
that the Award, and Shares to be issued in connection therewith, if
applicable, shall be delivered without the payment of cash consideration;
provided, however, that the issuance of any Shares in connection with an
award of Restricted Stock Units shall be for at least the minimum
consideration necessary to permit such shares to be deemed fully paid and
nonassessable.

c.  Performance or Other Criteria. Awards of Restricted Stock Units may
relate in whole or in part to performance or other criteria established by
the Committee at the time of grant.

d.  Deferral and Other Terms and Conditions. Awards of Restricted Stock Units
may provide in the Award Agreement for deferred payment schedules, vesting
over a specified period of employment, the payment of Dividend Equivalents
with respect to the number of Shares covered by the Restricted Stock Units on
either a current deferred or contingent basis, either in cash or in
additional Shares, and written elections by the Participant to defer payment
of the Award or the lifting of restrictions on the Award, if any, such terms
to be determined by the Committee in a manner that complies with Section 409A
of the Code. The time and manner of payment of Restricted Stock Units shall
be specified in the Award Agreement.

e.  Waiver of Restrictions. The Award Agreement may provide at the time of
grant for the earlier lapse or modification of any restrictions or
limitations to which an award of Restricted Stock Units was made subject at
the time of grant upon the occurrence of a permissible distribution event
under Section 409A of the Code.

                                    Page-20
<PAGE>
13.  Other Incentive Awards.

The Committee shall have the authority, in its discretion, to grant Other
Incentive Awards, which may be granted either alone, in addition to, or in
tandem with, either or both of other Awards granted under the Plan or other
cash awards made under or outside of the Plan, and which may, but are not
required to, relate to the Fair Market Value of a Share. The Committee shall
have authority to determine to whom and the time or times at which Other
Incentive Awards shall be made, the amount of such Other Incentive Awards,
and all other conditions of the Other Incentive Awards including but not
limited to any vesting or forfeiture conditions and dividend or voting rights.

14.  Non-Employee Directors.

a.  Discretionary Awards. The Board of Directors shall have the authority, in
    its discretion, to grant to Non-Employee Directors, at such time or times
    as the Board of Directors may determine, Non-Statutory Stock Options,
    SARs, Restricted Stock or Restricted Stock Units, or any combination
    thereof. All grants of Awards under this Section 14 shall be made in
    compliance with any applicable requirements of the listing standards of
    the NASDAQ market system, or any stock exchange on which the Shares are
    then listed, with respect to Non-Employee Directors, and will take into
    consideration the cash and equity components of the aggregate
    compensation provided to such Non-Employee Directors hereunder and
    outside of the Plan.

b.  Limit on Shares. Subject to adjustment as provided in Section 16 of the
    Plan, the maximum number of Shares which may be subject to Awards under
    the Plan during any calendar year to any Non-Employee Director under this
    Section 14 is 500,000 Shares.

c.  Ineligible Non-Employee Directors. Notwithstanding any other provision of
    the Plan, a Non-Employee Director who, at the time the Awards to Non-
    Employee Directors shall be granted, owns or is deemed to own (by reason
    of the attribution rules applicable under Section 424(d) of the Code)
    stock possessing more than ten percent of the total combined voting power
    of all classes of stock of the Company or any Subsidiary, shall not be
    eligible for such grants under this Section 14.

15.  Non-Transferability of Awards.

Awards granted under this Plan may not be sold, pledged, assigned,
hypothecated, gifted, transferred or disposed of in any manner, either
voluntarily or involuntarily by operation of law, other than by will, by the
laws of descent and distribution, transfers between spouses incident to a
divorce, or in accordance with the following exceptions.

Notwithstanding the foregoing, and unless otherwise provided in the
applicable Award Agreement, an Award granted under the Plan may be
transferred (i) by the Participant between spouses, incident to a divorce, in
which case the Award is only exercisable by the spouse to whom the Award is
transferred, or (ii) in the case of an Award other than an Incentive Stock
Option or related Tandem SAR, to a trust established for the exclusive
benefit of solely one or more members of his or her "immediate family" or to

                                    Page-21
<PAGE>
a partnership in which the Participant's immediate family, as defined herein,
are the only partners and is exercisable only by the Participant or his or
her legal guardian during the lifetime of the Participant, or (iii) in the
event of death of the Participant, by the estate of the Participant or by a
person who acquires the rights to exercise the Award by bequest or
inheritance.  Any Award held by the transferee will continue to be subject to
the same terms and conditions that were applicable to the Award immediately
prior to the transfer, except that the Award will be transferable by the
transferee only by will or the laws of descent and distribution.  For
purposes hereof, "immediate family," means the Participant's children,
stepchildren, grandchildren, parents, stepparents, grandparents, spouse,
siblings (including half brothers and sisters), in-laws, and relationships
arising because of legal adoption.

Notwithstanding the foregoing, neither a Participant nor any of a
Participant's creditors or beneficiaries shall have the right to subject any
deferred compensation (within the meaning of Section 409A of the Code)
payable under this Plan and grants hereunder to any anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishment
except  to the extent to fulfill a domestic relations order under Section 414
of the Code.

16.  Adjustments Upon Change in Corporate Structure.

a.  Subject to any required action by the stockholders of the Company, the
    number of Shares covered by each outstanding Award, and the number of
    Shares which have been authorized for issuance under the Plan but as to
    which no Awards have yet been granted or which have been returned to the
    Plan for future issuance, as well as the exercise or purchase price per
    Share covered by each such outstanding Award, shall be proportionately
    adjusted for any increase or decrease in the number of issued Shares
    resulting from a stock split or combination, the payment of a stock
    dividend, recapitalization, merger, consolidation, exchange, spin-off, or
    any other increase or decrease in the number of issued Shares effected
    without receipt of consideration by the Company (other than Awards to
    Service Providers under this Plan), as may be necessary to prevent
    dilution or enlargement of rights; provided, however, that the conversion
    of any convertible securities of the Company shall not be deemed to have
    been effected without receipt of consideration.  Any such adjustment
    shall be made by the Committee, in its sole discretion, whose
    determination in that respect shall be final, binding and conclusive.
    The existence of the Plan and outstanding Awards shall not limit or
    affect in any way the right or power of the Company to engage in any such
    transactions.

b.  In the event of the proposed dissolution or liquidation of the Company,
    or in the event of a proposed sale of all or substantially all of the
    assets or stock of the Company (other than in the ordinary course of
    business), or the merger or consolidation of the Company with or into
    another Company, as a result of which the Company is not the surviving

                                    Page-22
<PAGE>
    and controlling Company or as a result of which the outstanding Shares
    are exchanged or converted into cash or property or securities not of the
    Company, the Committee shall (i) make provision for the assumption or
    substitution of all outstanding Awards by the successor Company or (ii)
    if an Award is not assumed or substituted by the successor Company, the
    Committee shall notify the Participant in writing or electronically that
    all Awards shall be exercisable, whether or not then exercisable, and any
    restrictions on such Awards shall lapse, for a period of up to thirty
    (30) days from the date of such notice (but in no event later than the
    expiration of the term of such Award as set forth in the Award Agreement),
    and the Award shall terminate upon the expiration of such period. In the
    event the Company elects to comply with clause (i) of this Section 16(b),
    and the Participant's Continuous Employment is subsequently terminated
    (other than by a voluntary termination by the Participant or Termination
    for Cause) prior to the time such Participant's Awards are fully vested,
    such Participant's Awards shall be fully and immediately vested and such
    Participant shall have the right to exercise his or her Awards as to all
    or any part of the Optioned Stock, or Shares subject to such Awards,
    including Shares as to which the Awards would not otherwise be
    exercisable, but only within such period of time as is determined by the
    Committee, with such determination in the case of an Incentive Stock
    Option not exceeding ninety (90) days after the date of such termination
    (but in no event later than the expiration date of the term of such Award
    as set forth in the Award Agreement); provided, however, that the right
    to exercise Awards that constitute deferred compensation under Section
    409A of the Code will only be accelerated if the Participant's
    termination of Continuous Employment constitutes a "separation from
    service" within the meaning of Section 409A of the Code.

c.  No fractional Shares shall be issuable on account of any action aforesaid,
    and the aggregate number of shares into which Shares then covered by the
    Award, when changed as the result of such action, shall be reduced to the
    largest number of whole shares resulting from such action, unless the
    Board of Directors, in its sole discretion, shall determine to issue
    scrip certificates in respect to any fractional shares, which scrip
    certificates, in such event shall be in a form and have such terms and
    conditions as the Board of Directors in its discretion shall prescribe.

17.  Section 162(m) Requirements.

Notwithstanding any other provision of this Plan, if the Committee determines
at the time any Award is granted to a Participant that such Participant is,
or is likely to be at the time he or she recognizes income for federal income
tax purposes in connection with such Award, a "covered employee" within the
meaning of Section 162(m) of the Code, then the Committee, may provide that
the following provisions are applicable to such Award:

                                    Page-23
<PAGE>
a.  Performance Goals. If an Award is subject to this Section 17, then the
    lapsing of restrictions thereon and the distribution of cash, Shares or
    other property pursuant thereto, as  applicable, shall be subject to the
    achievement of one or more objective performance goals established by the
    Committee, which shall be based on the attainment of one or any
    combination of the following: return on invested capital, customer
    service levels, EBIT (or EBITDA or other forms of earnings on basic or
    diluted basis), free cash flow (or other cash flow measures), growth in
    the foregoing or other measures, economic profit, net income (before or
    after tax), specified levels of earnings per share from continuing
    operations, operating income, revenues, gross margin, return on operating
    assets, return on equity, economic value added, stock price appreciation,
    total shareholder return (measured in terms of stock price appreciation
    and dividend growth) or cost control, of the Company or any Subsidiary or
    Affiliate (or any division thereof) for or within which the Participant
    is primarily employed, or such other goals as the Committee shall
    determine. Such performance goals also may be based upon the attaining of
    specified levels of Company performance under one or more of the measures
    described above relative to the performance of other corporations. Such
    performance goals shall be set by the Committee within the first ninety
    (90) days of a Performance Cycle (or, if longer or shorter, within the
    maximum period allowed under Section 162(m) of the Code), and shall
    otherwise comply with the requirements of, Section 162(m) of the Code.

b.  Adjustments. Notwithstanding any provision of the Plan other than Section
    16, with respect to any Award that is subject to this Section 17, the
    Committee may not adjust upwards the amount payable pursuant to such
    Award, nor may it waive the achievement of the applicable performance
    goals except in the case of the death or Disability of the Participant.

c.  Other Restrictions. The Committee shall have the power to impose such
    other restrictions on Awards subject to this Section 17 as it may deem
    necessary or appropriate to ensure that such Awards satisfy all
    requirements for "performance-based compensation" within the meaning of
    Section 162(m) of the Code.

18.  Stockholder Approval.

Effectiveness of the Plan shall be subject to approval by the stockholders of
the Company within twelve (12) months before or after the date the Plan is
adopted by the Board of Directors; provided, however that Awards may be
granted pursuant to the Plan subject to the subsequent approval of the Plan
by such stockholders within such twelve-month period.  Stockholder approval
shall be obtained by the affirmative votes of the holders of a majority of
voting Shares present or represented and entitled to vote at a meeting of
stockholders duly held in accordance with the laws of the state of Delaware.

19.  Amendment and Termination of the Plan.

                                    Page-24
<PAGE>
a.  Amendment and Termination.  The Committee may amend or terminate the Plan
    from time to time in such respects as the Committee may deem advisable,
    and may make any other amendments or issue additional rules or
    regulations which may be required so that Options intended to be
    Incentive Stock Options shall at all times continue to be Incentive Stock
    Options for the purpose of Section 422 of the Code; provided, however,
    that without approval of the holders of a majority of the voting Shares
    represented or present and entitled to vote at a valid meeting of
    stockholders, no such revision or amendment shall (i) increase the number
    of Shares which may be issued under the Plan, other than in connection
    with an adjustment under Section 16 of the Plan; (ii) materially change
    the designation of the class of persons eligible to be granted Awards;
    (iii) remove the administration of the Plan from the Board of Directors
    or its Committee; (iv) extend the term of the Plan beyond the maximum
    term set forth in Section 23 hereunder; or (v) violate the rules for
    shareholder approval under the rules of any exchange on which the
    Company's Shares are traded or any other applicable laws, rules or
    regulations.

b.  Effect of Amendment or Termination.  Except as otherwise provided in
    Section 16 of the Plan, any amendment or termination of the Plan shall
    not affect Awards already granted and such Awards shall remain in full
    force and effect as if this Plan had not been amended or terminated,
    unless mutually agreed otherwise between the Participant and the Company,
    which agreement must be in writing and signed by the Participant and the
    Company.  Notwithstanding anything to the contrary herein, this Plan
    shall not adversely affect, unless mutually agreed in writing by the
    Company and a Participant, the terms and provisions of any Award granted
    prior to the date the Plan was approved by stockholders as provided in
    Section 18 of the Plan.

20.  Indemnification.

No member of the Committee or the Board of Directors shall be liable for any
act or action taken, whether of commission or omission, except in
circumstances involving actual bad faith, or for any act or action taken,
whether of commission or omission, by any other member or by any officer,
agent, or employee.  In addition to such other rights of indemnification, as
they may have as members of the Board of Directors, or as members of the
Committee, the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees actually and necessarily
incurred, in connection with the defense of any action, suit or proceeding,
or in connection with any appeal therein, to which they or any of them may be
a party by reason of any act or action taken, by commission or omission, in
connection with the Plan or any Award granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any action, suit or proceeding, except
in relation to matters as to which it shall be adjudged in such action, suit
or proceeding that such Board of Directors member is liable for actual bad
faith in the performance of his or her duties; provided that within 60 days
after institution of any such action, suit or proceeding, a Committee or
Board of Directors member shall in writing offer the Company the opportunity,
at its own expense, to handle and defend the same.

                                    Page-25
<PAGE>
21.  Reservation of Shares.

The Company, during the term of this Plan, shall at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

22.  General Provisions.

a.  Other Plans.  Nothing contained in the Plan shall prohibit the Company
    from establishing additional incentive compensation arrangements.

b.  No Enlargement of Rights.  Neither the Plan, nor the granting of Awards
    or issuance of Shares, nor any other action taken pursuant to the Plan
    shall confer upon a Participant any right with respect to continuing his
    or her relationship as a Service Provider for any period of time, or at
    any particular rate of compensation, nor shall they interfere in any way
    with the right of the Participant or the right of the Company to
    terminate such relationship at any time, with or without cause, for any
    reason or no reason.

    No Service Provider shall have any right to or interest in Awards
    authorized hereunder prior to the grant thereof to such eligible person,
    and upon such grant he or she shall have only such rights and interests
    as are expressly provided herein and in the related Award Agreement,
    subject, however, to all applicable provisions of the Company's
    Certificate of Incorporation, as the same may be amended from time to
    time.

c.  Notice.  Any notice given to the Company pursuant to the provisions of
    the Plan shall be addressed to the Company in care of its Secretary (or
    such other person as the Company may designate from time to time) at its
    principal office, and any notice to be given to an Participant to whom an
    Award is granted hereunder shall be delivered personally or addressed to
    him or her at the address given beneath his or her signature on his or
    her Award Agreement, or at such other address as such Participant or his
    or her transferee (upon the transfer of the Shares) may hereinafter
    designate to the Company in writing.  Any such notice shall be deemed
    duly given when enclosed in a properly sealed envelope or wrapper
    addressed as aforesaid, registered or certified, and deposited, postage
    and registry or certification fee prepaid, in a post office or branch
    post office regularly maintained by the United States Postal Service. It
    shall be the obligation of each Participant holding Shares purchased upon
    exercise of an Award to provide the Secretary of the Company, by letter
    mailed as provided hereinabove, with written notice of his or her direct
    mailing address.

d.  Withholding or Deduction for Taxes.  If, at any time, the Company is
    required, under applicable laws and regulations, to withhold, or to make
    any deduction for, any taxes or take any other action in connection with
    any exercise, issuance or payment of an Award made hereunder or transfer
    of Shares, the Company shall have the right to deduct from all amounts
    paid in cash any taxes required by law to be withheld therefrom, and, in
    the case of Shares, the Participant or his or her estate or beneficiary

                                    Page-26
<PAGE>
    shall be required to pay to the Company the amount of taxes required to
    be withheld, or, in lieu thereof, the Company shall have the right to
    retain, or sell without notice, a sufficient number of Shares to cover
    the minimum amount required to be withheld, or to make other arrangements
    with respect to withholding as it shall deem appropriate (including
    withholding such amount from the Participant's salary).  The Committee
    may, in its discretion, permit a Participant to elect, subject to such
    conditions as the Committee shall impose, to surrender to the Company
    previously acquired Shares having a Fair Market Value sufficient to
    satisfy the Participant's minimum withholding tax obligation associated
    with the transaction.

e.  Foreign Service Providers. In the event an Award is granted to a Service
    Provider who is employed or providing services outside the United States,
    the Committee may, in its sole discretion, modify the provisions of the
    Plan as they pertain to such individual to comply with applicable foreign
    laws, or to recognized differences in local law, currency or tax policy,
    to the extent necessary or advisable to comply with any such laws or
    policies. The Committee may also impose conditions on the exercise or
    vesting of Awards in order to minimize the Company's obligations with
    respect to tax equalization for Service Providers on assignments outside
    their home country.

f.  Funding of Plan. The Plan shall be unfunded. Neither the Participants nor
    any other persons shall, by reason of the Plan or any Award thereunder,
    have any rights, title or interest in any funds, property or in any
    specific asset or assets of the Company, any Subsidiary or Affiliate, or
    any other entity whatsoever, including, without limitation, any other
    property which the Company, in its sole discretion, may set aside in
    anticipation of a liability under the Plan, unsecured by any assets of
    the Company. Nothing in the Plan shall constitute a guarantee that the
    assets of the Company shall be sufficient to pay any benefits to any
    person. The interests of each Participant and former Participant
    hereunder are unsecured and shall be subject to the general creditors of
    the Company and any Subsidiary or Affiliate.

g.  Applicable Law.  To the extent that federal laws do not otherwise control,
    the Plan shall be governed by and construed in accordance with the law of
    the state of Delaware, without regard to the conflict of law rules
    thereof.

h.  Incentive Stock Options.  The Company shall not be liable to an Optionee
    or other person if it is determined for any reason by the Internal
    Revenue Service or any court having jurisdiction that any Incentive Stock
    Options are not "incentive stock options" as defined in Section 422 of
    the Code.

i.  Compliance with Section 409A of the Code. To the extent applicable, it is
    intended that this Plan and any grants made hereunder comply with the
    provisions of Section 409A of the Code, so that the income inclusion
    provisions of Section 409A(a)(1) of the Code do not apply to the
    Participants.  This Plan and any grants made hereunder shall be

                                    Page-27
<PAGE>
    administered in a manner consistent with this intent.  Any reference in
    this Plan to Section 409A of the Code will also include any regulations
    or any other formal guidance promulgated with respect to such Section by
    the U.S. Department of the Treasury or the Internal Revenue Service.

    Except as permitted under Section 409A of the Code, any deferred
    compensation (within the meaning of Section 409A of the Code) payable to
    a Participant or for a Participant's benefit under this Plan and grants
    hereunder may not be reduced by, or offset against, any amount owing by a
    Participant to the Company or any of its affiliates.

    If, at the time of a Participant's "separation from service" (within the
    meaning of Section 409A of the Code), (i) the Participant shall be a
    specified employee (within the meaning of Section 409A of the Code and
    using the identification methodology selected by the Company from time to
    time) and (ii) the Company shall make a good faith determination that an
    amount payable hereunder constitutes deferred compensation (within the
    meaning of Section 409A of the Code) the payment of which is required to
    be delayed pursuant to the six-month delay rule set forth in Section 409A
    of the Code in order to avoid taxes or penalties under Section 409A of
    the Code, then the Company shall not pay such amount on the otherwise
    scheduled payment date but shall instead pay it, without interest, on the
    first business day of the seventh month after such six-month period.

    Notwithstanding any provision of this Plan and grants hereunder to the
    contrary, in light of the uncertainty with respect to the proper
    application of Section 409A of the Code, the Company reserves the right
    to make amendments to this Plan and grants hereunder as the Company deems
    necessary or desirable to avoid the imposition of taxes or penalties
    under Section 409A of the Code.  In any case, a Participant shall be
    solely responsible and liable for the satisfaction of all taxes and
    penalties that may be imposed on a Participant or for a Participant's
    account in connection with this Plan and grants hereunder (including any
    taxes and penalties under Section 409A of the Code), and neither the
    Company nor any of its affiliates shall have any obligation to indemnify
    or otherwise hold a Participant harmless from any or all of such taxes or
    penalties.

j.  Non-Qualified Deferred Compensation. Neither the Company nor any
    Subsidiary or Affiliate shall be responsible for, or have any liability
    to a Participant or other person with respect to, any penalties which may
    be imposed on a Participant in connection with an Award granted under the
    Plan, in the event that such Award becomes subject to Section 409A of the
    Code and the regulations promulgated thereunder.

k.  Information to Participants.  The Company shall provide, upon request,
    without charge to each Participant copies of such annual and periodic
    reports as are provided by the Company to its stockholders generally.

l.  Availability of Plan.  A copy of the Plan shall be delivered to the
    Secretary of the Company and shall be shown by him or her to any eligible
    person inquiring about it.

                                    Page-28
<PAGE>
m.  Severability.  In the event that any provision of the Plan is found to be
    invalid or otherwise unenforceable under any applicable law, such
    invalidity or unenforceability shall not be construed as rendering any
    other provisions contained herein as invalid or unenforceable, and all
    such other provisions shall be given full force and effect to the same
    extent as though the invalid or unenforceable provision was not contained
    herein.

23.  Effective Date and Term of Plan.

The Plan shall become effective upon stockholder approval as provided in
Section 18 of the Plan.  The Plan shall continue in effect for a term of ten
years unless sooner terminated under Section 19 of the Plan.  All Awards
granted prior to stockholder approval of the Plan are subject to such
approval, and, if such approval is not obtained within twelve (12) months
after the Plan is adopted by the Board of Directors, all such Awards shall
expire and shall be of no further force and effect.

                                    Page-29
<PAGE>