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                                                                    EXHIBIT 10.1
                                    DDI CORP.

                            2005 STOCK INCENTIVE PLAN

1. ESTABLISHMENT, PURPOSE, AND TYPES OF AWARDS

      DDi Corp. (the "Company") hereby establishes this equity-based incentive
compensation plan to be known as the "DDi Corp. 2005 Stock Incentive Plan"
(hereinafter referred to as the "Plan"), in order to provide incentives and
awards to select employees and directors of the Company and its Affiliates.

      The Plan permits the granting of the following types of awards ("Awards"),
according to the Sections of the Plan listed here:

            Section 6            Options
            Section 7            Share Appreciation Rights
            Section 8            Restricted Shares, Restricted Share Units, and
                                 Unrestricted Shares
            Section 9            Deferred Share Units
            Section 10           Performance Awards

      The Plan is not intended to affect and shall not affect any stock options,
equity-based compensation, or other benefits that the Company or its Affiliates
may have provided, or may separately provide in the future pursuant to any
agreement, plan, or program that is independent of this Plan.

2. DEFINED TERMS

      Terms in the Plan that begin with an initial capital letter have the
defined meaning set forth in APPENDIX A, unless defined elsewhere in this Plan
or the context of their use clearly indicates a different meaning.

3. SHARES SUBJECT TO THE PLAN

      Subject to the provisions of Section 13 of the Plan, the maximum number of
Shares that the Company may issue for all Awards is 15,000,000 Shares, provided
that the Company shall not issue more than 7,500,000 Shares pursuant to Awards
in a form other than Options and SARs, and shall not make additional awards
under the DDi Corp. 2003 Management Equity Incentive Plan. For all Awards, the
Shares issued pursuant to the Plan may be authorized but unissued Shares, or
Shares that the Company has reacquired or otherwise holds in treasury.

      Shares that are subject to an Award that for any reason expires, is
forfeited, is cancelled, or becomes unexercisable, and Shares that are for any
other reason not paid or delivered under the Plan shall again, except to the
extent prohibited by Applicable Law, be available for subsequent Awards under
the Plan. Notwithstanding the foregoing, but subject to adjustments pursuant to
Section 13 below, the number of Shares that are available for ISO Awards shall
be determined, to the extent required under applicable tax laws, by reducing the
number of Shares designated in the

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preceding paragraph by the number of Shares issued pursuant to Awards, provided
that any Shares that are issued under the Plan and forfeited back to the Plan
shall be available for issuance pursuant to future ISO Awards.

4. ADMINISTRATION

      (a) General. The Committee shall administer the Plan in accordance with
its terms, provided that the Board may act in lieu of the Committee on any
matter. The Committee shall hold meetings at such times and places as it may
determine and shall make such rules and regulations for the conduct of its
business as it deems advisable. In the absence of a duly appointed Committee or
if the Board otherwise chooses to act in lieu of the Committee, the Board shall
function as the Committee for all purposes of the Plan.

      (b) Committee Composition. The Board shall appoint the members of the
Committee. If and to the extent permitted by Applicable Law, the Committee may
authorize one or more Reporting Persons (or other officers) to make Awards to
Eligible Persons who are not Reporting Persons (or other officers whom the
Committee has specifically authorized to make Awards). The Board may at any time
appoint additional members to the Committee, remove and replace members of the
Committee with or without Cause, and fill vacancies on the Committee however
caused.

      (c) Powers of the Committee. Subject to the provisions of the Plan, the
Committee shall have the authority, in its sole discretion:

            (i) to determine Eligible Persons to whom Awards shall be granted
      from time to time and the number of Shares, units, or SARs to be covered
      by each Award;

            (ii) to determine, from time to time, the Fair Market Value of
      Shares;

            (iii) to determine, and to set forth in Award Agreements, the terms
      and conditions of all Awards, including any applicable exercise or
      purchase price, the installments and conditions under which an Award shall
      become vested (which may be based on performance), terminated, expired,
      cancelled, or replaced, and the circumstances for vesting acceleration or
      waiver of forfeiture restrictions, and other restrictions and limitations;

            (iv) to approve the forms of Award Agreements and all other
      documents, notices and certificates in connection therewith which need not
      be identical either as to type of Award or among Participants;

            (v) to construe and interpret the terms of the Plan and any Award
      Agreement, to determine the meaning of their terms, and to prescribe,
      amend, and rescind rules and procedures relating to the Plan and its
      administration; and

            (vi) in order to fulfill the purposes of the Plan and without
      amending the Plan, modify, cancel, or waive the Company's rights with
      respect to any Awards, to adjust or to modify Award Agreements for changes
      in Applicable Law, and to recognize differences in foreign law, tax
      policies, or customs; and

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            (vii) to make all other interpretations and to take all other
      actions that the Committee may consider necessary or advisable to
      administer the Plan or to effectuate its purposes.

      Subject to Applicable Law and the restrictions set forth in the Plan, the
Committee may delegate administrative functions to individuals who are Reporting
Persons, officers, or Employees of the Company or its Affiliates.

      (d) Deference to Committee Determinations. The Committee shall have the
discretion to interpret or construe ambiguous, unclear, or implied (but omitted)
terms in any fashion it deems to be appropriate in its sole discretion, and to
make any findings of fact needed in the administration of the Plan or Award
Agreements. The Committee's prior exercise of its discretionary authority shall
not obligate it to exercise its authority in a like fashion thereafter. The
Committee's interpretation and construction of any provision of the Plan, or of
any Award or Award Agreement, shall be final, binding, and conclusive. The
validity of any such interpretation, construction, decision or finding of fact
shall not be given de novo review if challenged in court, by arbitration, or in
any other forum, and shall be upheld unless clearly arbitrary or capricious.

      (e) No Liability; Indemnification. Neither the Board nor any Committee
member, nor any Person acting at the direction of the Board or the Committee,
shall be liable for any act, omission, interpretation, construction or
determination made in good faith with respect to the Plan, any Award or any
Award Agreement. The Company and its Affiliates shall pay or reimburse any
member of the Committee, as well as any Director, Employee, or Consultant who
takes action in connection with the Plan, for all expenses incurred with respect
to the Plan, and to the full extent allowable under Applicable Law shall
indemnify each and every one of them for any claims, liabilities, and costs
(including reasonable attorney's fees) arising out of their good faith
performance of duties under the Plan. The Company and its Affiliates may obtain
liability insurance for this purpose.

5. ELIGIBILITY

      (a) General Rule. The Committee may grant ISOs only to Employees
(including officers who are Employees) of the Company or an Affiliate that is a
"parent corporation" or "subsidiary corporation" within the meaning of Section
424 of the Code, and may grant all other Awards to any Eligible Person. A
Participant who has been granted an Award may be granted an additional Award or
Awards if the Committee shall so determine, if such person is otherwise an
Eligible Person and if otherwise in accordance with the terms of the Plan.

      (b) Grant of Awards. Subject to the express provisions of the Plan, the
Committee shall determine from the class of Eligible Persons those individuals
to whom Awards under the Plan may be granted, the number of Shares subject to
each Award, the price (if any) to be paid for the Shares or the Award and, in
the case of Performance Awards, in addition to the matters addressed in Section
10 below, the specific objectives, goals and performance criteria that further
define the Performance Award. Each Award shall be evidenced by an Award
Agreement signed by the Company and, if required by the Committee, by the
Participant. The Award Agreement shall set forth the material terms and
conditions of the Award established by the Committee.

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      (c) Limits on Awards. During any calendar year, no Participant may receive
Options and SARs that relate to more than 2,500,000 Shares. The Committee will
adjust this limitation pursuant to Section 13 below.

      (d) Replacement Awards. Subject to Applicable Laws (including any
associated Shareholder approval requirements), the Committee may, in its sole
discretion and upon such terms as it deems appropriate, require as a condition
of the grant of an Award to a Participant that the Participant surrender for
cancellation some or all of the Awards that have previously been granted to the
Participant under this Plan or otherwise. An Award that is conditioned upon such
surrender may or may not be the same type of Award, may cover the same (or a
lesser or greater) number of Shares as such surrendered Award, may have other
terms that are determined without regard to the terms or conditions of such
surrendered Award, and may contain any other terms that the Committee deems
appropriate. In the case of Options, these other terms may not involve an
Exercise Price that is lower than the Exercise Price of the surrendered Option
unless the Company's shareholders approve the grant itself or the program under
which the grant is made pursuant to the Plan.

6. OPTION AWARDS

      (a) Types; Documentation. The Committee may in its discretion grant ISOs
to any Employee and Non-ISOs to any Eligible Person, and shall evidence any such
grants in an Award Agreement that is delivered to the Participant. Each Option
shall be designated in the Award Agreement as an ISO or a Non-ISO, and the same
Award Agreement may grant both types of Options. At the sole discretion of the
Committee, any Option may be exercisable, in whole or in part, immediately upon
the grant thereof, or only after the occurrence of a specified event, or only in
installments, which installments may vary. Options granted under the Plan may
contain such terms and provisions not inconsistent with the Plan that the
Committee shall deem advisable in its sole and absolute discretion.

      (b) ISO $100,000 Limitation. To the extent that the aggregate Fair Market
Value of Shares with respect to which Options designated as ISOs first become
exercisable by a Participant in any calendar year (under this Plan and any other
plan of the Company or any Affiliate) exceeds $100,000, such excess Options
shall be treated as Non-ISOs. For purposes of determining whether the $100,000
limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall
be determined as of the Grant Date. In reducing the number of Options treated as
ISOs to meet the $100,000 limit, the most recently granted Options shall be
reduced first. In the event that Section 422 of the Code is amended to alter the
limitation set forth therein, the limitation of this Section 6(b) shall be
automatically adjusted accordingly.

      (c) Term of Options. Each Award Agreement shall specify a term at the end
of which the Option automatically expires, subject to earlier termination
provisions contained in Section 6(h) hereof; provided, that, the term of any
Option may not exceed ten years from the Grant Date. In the case of an ISO
granted to an Employee who is a Ten Percent Holder on the Grant Date, the term
of the ISO shall not exceed five years from the Grant Date.

      (d) Exercise Price. The exercise price of an Option shall be determined by
the Committee in its discretion and shall be set forth in the Award Agreement,
provided that (i) if an ISO is granted to an Employee who on the Grant Date is a
Ten Percent Holder, the per Share exercise price shall

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not be less than 110% of the Fair Market Value per Share on the Grant Date, and
(ii) for all other Options, such per Share exercise price shall not be less than
100% of the Fair Market Value per Share on the Grant Date.

      (e) Exercise of Option. The Committee shall in its sole discretion
determine the times, circumstances, and conditions under which an Option shall
be exercisable, and shall set them forth in the Award Agreement. The Committee
shall have the discretion to determine whether and to what extent the vesting of
Options shall be tolled during any unpaid leave of absence; provided, however,
that in the absence of such determination, vesting of Options shall be tolled
during any such leave approved by the Company.

      (f) Minimum Exercise Requirements. An Option may not be exercised for a
fraction of a Share. The Committee may require in an Award Agreement that an
Option be exercised as to a minimum number of Shares, provided that such
requirement shall not prevent a Participant from purchasing the full number of
Shares as to which the Option is then exercisable.

      (g) Methods of Exercise. Prior to its expiration pursuant to the terms of
the applicable Award Agreement, each Option may be exercised, in whole or in
part (provided that the Company shall not be required to issue fractional
shares), by delivery of written notice of exercise to the secretary of the
Company accompanied by the full exercise price of the Shares being purchased. In
the case of an ISO, the Committee shall determine the acceptable methods of
payment on the Grant Date and it shall be included in the applicable Award
Agreement. The methods of payment that the Committee may in its discretion
accept or commit to accept in an Award Agreement include:

            (i) cash or check payable to the Company (in U.S. dollars);

            (ii) other Shares that (A) are owned by the Participant who is
      purchasing Shares pursuant to an Option, (B) have a Fair Market Value on
      the date of surrender equal to the aggregate exercise price of the Shares
      as to which the Option is being exercised, (C) were not acquired by such
      Participant pursuant to the exercise of an Option, unless such Shares have
      been owned by such Participant for at least six months or such other
      period as the Committee may determine, (D) are all, at the time of such
      surrender, free and clear of any and all claims, pledges, liens and
      encumbrances, or any restrictions which would in any manner restrict the
      transfer of such shares to or by the Company (other than such restrictions
      as may have existed prior to an issuance of such Shares by the Company to
      such Participant), and (E) are duly endorsed for transfer to the Company;

            (iii) a cashless exercise program that the Committee may approve,
      from time to time in its discretion, pursuant to which a Participant may
      concurrently provide irrevocable instructions (A) to such Participant's
      broker or dealer to effect the immediate sale of the purchased Shares and
      remit to the Company, out of the sale proceeds available on the settlement
      date, sufficient funds to cover the exercise price of the Option plus all
      applicable taxes required to be withheld by the Company by reason of such
      exercise, and (B) to the Company to deliver the certificates for the
      purchased Shares directly to such broker or dealer in order to complete
      the sale; or

            (iv) any combination of the foregoing methods of payment.

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      The Company shall not be required to deliver Shares pursuant to the
exercise of an Option until payment of the full exercise price therefore is
received by the Company.

      (h) Termination of Continuous Service. The Committee may establish and set
forth in the applicable Award Agreement the terms and conditions on which an
Option shall remain exercisable, if at all, following termination of a
Participant's Continuous Service. The Committee may waive or modify these
provisions at any time. To the extent that a Participant is not entitled to
exercise an Option at the date of his or her termination of Continuous Service,
or if the Participant (or other person entitled to exercise the Option) does not
exercise the Option to the extent so entitled within the time specified in the
Award Agreement or below (as applicable), the Option shall terminate and the
Shares underlying the unexercised portion of the Option shall revert to the Plan
and become available for future Awards. In no event may any Option be exercised
after the expiration of the Option term as set forth in the Award Agreement.

      The following provisions shall apply to the extent an Award Agreement does
not specify the terms and conditions upon which an Option shall terminate when
there is a termination of a Participant's Continuous Service:

            (i) Termination other than Upon Disability or Death or for Cause. In
      the event of termination of a Participant's Continuous Service (other than
      as a result of Participant's death, disability, retirement or termination
      for Cause), the Participant shall have the right to exercise an Option at
      any time within 90 days following such termination to the extent the
      Participant was entitled to exercise such Option at the date of such
      termination.

            (ii) Disability. In the event of termination of a Participant's
      Continuous Service as a result of his or her being Disabled, the
      Participant shall have the right to exercise an Option at any time within
      one year following such termination to the extent the Participant was
      entitled to exercise such Option at the date of such termination.

            (iii) Retirement. In the event of termination of a Participant's
      Continuous Service as a result of Participant's retirement, the
      Participant shall have the right to exercise the Option at any time within
      six months following such termination to the extent the Participant was
      entitled to exercise such Option at the date of such termination.

            (iv) Death. In the event of the death of a Participant during the
      period of Continuous Service since the Grant Date of an Option, or within
      thirty days following termination of the Participant's Continuous Service,
      the Option may be exercised, at any time within one year following the
      date of the Participant's death, by the Participant's estate or by a
      person who acquired the right to exercise the Option by bequest or
      inheritance, but only to the extent the right to exercise the Option had
      vested at the date of death or, if earlier, the date the Participant's
      Continuous Service terminated.

            (v) Cause. If the Committee determines that a Participant's
      Continuous Service terminated due to Cause, the Participant shall
      immediately forfeit the right to exercise any Option, and it shall be
      considered immediately null and void.

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      (i) Reverse Vesting. The Committee in its sole and absolute discretion may
allow a Participant to exercise unvested Options, in which case the Shares then
issued shall be Restricted Shares having analogous vesting restrictions to the
unvested Options.

7. SHARE APPRECIATE RIGHTS (SARs)

      (a) Grants. The Committee may in its discretion grant Share Appreciation
Rights to any Eligible Person, in any of the following forms:

            (i) SARs related to Options. The Committee may grant SARs either
      concurrently with the grant of an Option or with respect to an outstanding
      Option, in which case the SAR shall extend to all or a portion of the
      Shares covered by the related Option. An SAR shall entitle the Participant
      who holds the related Option, upon exercise of the SAR and surrender of
      the related Option, or portion thereof, to the extent the SAR and related
      Option each were previously unexercised, to receive payment of an amount
      determined pursuant to Section 7(e) below. Any SAR granted in connection
      with an ISO will contain such terms as may be required to comply with the
      provisions of Section 422 of the Code and the regulations promulgated
      thereunder.

            (ii) SARs Independent of Options. The Committee may grant SARs which
      are independent of any Option subject to such conditions as the Committee
      may in its discretion determine, which conditions will be set forth in the
      applicable Award Agreement.

            (iii) Limited SARs. The Committee may grant SARs exercisable only
      upon or in respect of a Change in Control or any other specified event,
      and such limited SARs may relate to or operate in tandem or combination
      with or substitution for Options or other SARs, or on a stand-alone basis,
      and may be payable in cash or Shares based on the spread between the
      exercise price of the SAR, and (A) a price based upon or equal to the Fair
      Market Value of the Shares during a specified period, at a specified time
      within a specified period before, after or including the date of such
      event, or (B) a price related to consideration payable to Company's
      shareholders generally in connection with the event.

      (b) Exercise Price. The per Share exercise price of an SAR shall be
determined in the sole discretion of the Committee, shall be set forth in the
applicable Award Agreement, and shall be no less than 100% of the Fair Market
Value of one Share. The exercise price of an SAR related to an Option shall be
the same as the exercise price of the related Option. The exercise price of an
SAR shall be subject to the special rules on pricing contained in Sections 6(d)
and 6(j) hereof.

      (c) Exercise of SARs. Unless the Award Agreement otherwise provides, an
SAR related to an Option will be exercisable at such time or times, and to the
extent, that the related Option will be exercisable; provided that the Award
Agreement shall not, without the approval of the shareholders of the Company,
provide for a vesting period for the exercise of the SAR that is more favorable
to the Participant than the exercise period for the related Option. An SAR may
not have a term exceeding ten years from its Grant Date. An SAR granted
independently of any other Award will be exercisable pursuant to the terms of
the Award Agreement, but shall not, without the approval of the shareholders of
the Company, provide for a vesting period for the exercise of the SAR that is
more favorable to the Participant than the exercise period for the related
Option.

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Whether an SAR is related to an Option or is granted independently, the SAR may
only be exercised when the Fair Market Value of the Shares underlying the SAR
exceeds the exercise price of the SAR.

      (d) Effect on Available Shares. To the extent that an SAR is exercised,
only the actual number of delivered Shares (if any) will be charged against the
maximum number of Shares that may be delivered pursuant to Awards under this
Plan. The number of Shares subject to the SAR and the related Option of the
Participant will, however, be reduced by the number of underlying Shares as to
which the exercise relates, unless the Award Agreement otherwise provides. All
SARs are to be settled in shares of the Company's stock and shall be counted in
full against the number of shares available for award under the Plan, regardless
of the number of exercise gain shares issued upon settlement of the SARs.

      (e) Payment. Upon exercise of an SAR related to an Option and the
attendant surrender of an exercisable portion of any related Award, the
Participant will be entitled to receive payment of an amount determined by
multiplying -

            (i) the excess of the Fair Market Value of a Share on the date of
      exercise of the SAR over the exercise price per Share of the SAR, by

            (ii) the number of Shares with respect to which the SAR has been
      exercised.

      Notwithstanding the foregoing, an SAR granted independently of an Option
(i) may limit the amount payable to the Participant to a percentage, specified
in the Award Agreement but not exceeding one-hundred percent (100%), of the
amount determined pursuant to the preceding sentence, and (ii) shall be subject
to any payment or other restrictions that the Committee may at any time impose
in its discretion, including restrictions intended to conform the SARs with
Section 409A of the Code.

      (f) Form and Terms of Payment. Subject to Applicable Law, the Committee
may, in its sole discretion, settle the amount determined under Section 7(e)
above solely in cash, solely in Shares (valued at their Fair Market Value on the
date of exercise of the SAR), or partly in cash and partly in Shares. In any
event, cash shall be paid in lieu of fractional Shares. Absent a contrary
determination by the Committee, all SARs shall be settled in cash as soon as
practicable after exercise. Notwithstanding the foregoing, the Committee may, in
an Award Agreement, determine the maximum amount of cash or Shares or
combination thereof that may be delivered upon exercise of an SAR.

      (g) Termination of Employment or Consulting Relationship. The Committee
shall establish and set forth in the applicable Award Agreement the terms and
conditions on which an SAR shall remain exercisable, if at all, following
termination of a Participant's Continuous Service. The provisions of Section
6(h) above shall apply to the extent an Award Agreement does not specify the
terms and conditions upon which an SAR shall terminate when there is a
termination of a Participant's Continuous Service.

8. RESTRICTED SHARES, RESTRICTED SHARE UNITS, AND UNRESTRICTED SHARES

      (a) Grants. The Committee may in its discretion grant restricted shares
("Restricted Shares") to any Eligible Person and shall evidence such grant in an
Award Agreement that is

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delivered to the Participant and that sets forth the number of Restricted
Shares, the purchase price for such Restricted Shares (if any), and the terms
upon which the Restricted Shares may become vested. In addition, the Company may
in its discretion grant the right to receive Shares after certain vesting
requirements are met ("Restricted Share Units") to any Eligible Person and shall
evidence such grant in an Award Agreement that is delivered to the Participant
which sets forth the number of Shares (or formula, that may be based on future
performance or conditions, for determining the number of Shares) that the
Participant shall be entitled to receive upon vesting and the terms upon which
the Shares subject to a Restricted Share Unit may become vested. The Committee
may condition any Award of Restricted Shares or Restricted Share Units to a
Participant on receiving from the Participant such further assurances and
documents as the Committee may require to enforce the restrictions. In addition,
the Committee may grant Awards hereunder in the form of unrestricted shares
("Unrestricted Shares"), which shall vest in full upon the date of grant or such
other date as the Committee may determine or which the Committee may issue
pursuant to any program under which one or more Eligible Persons (selected by
the Committee in its discretion) elect to receive Unrestricted Shares in lieu of
cash bonuses that would otherwise be paid.

      (b) Vesting and Forfeiture. The Committee shall set forth in an Award
Agreement granting Restricted Shares or Restricted Share Units, the terms and
conditions under which the Participant's interest in the Restricted Shares or
the Shares subject to Restricted Share Units will become vested and
non-forfeitable. Except as set forth in the applicable Award Agreement or the
Committee otherwise determines, upon termination of a Participant's Continuous
Service for any other reason, the Participant shall forfeit his or her
Restricted Shares and Restricted Share Units; provided that if a Participant
purchases the Restricted Shares and forfeits them for any reason, the Company
shall return the purchase price to the Participant only if and to the extent set
forth in an Award Agreement.

      (c) Issuance of Restricted Shares Prior to Vesting. The Company shall
issue stock certificates that evidence Restricted Shares pending the lapse of
applicable restrictions, and that bear a legend making appropriate reference to
such restrictions. Except as set forth in the applicable Award Agreement or the
Committee otherwise determines, the Company or a third party that the Company
designates shall hold such Restricted Shares and any dividends that accrue with
respect to Restricted Shares pursuant to Section 8(e) below.

      (d) Issuance of Shares upon Vesting. As soon as practicable after vesting
of a Participant's Restricted Shares (or Shares underlying Restricted Share
Units) and the Participant's satisfaction of applicable tax withholding
requirements, the Company shall release to the Participant, free from the
vesting restrictions, one Share for each vested Restricted Share (or issue one
Share free of the vesting restriction for each vested Restricted Share Unit),
unless an Award Agreement provides otherwise. No fractional shares shall be
distributed, and cash shall be paid in lieu thereof.

      (e) Dividends Payable on Vesting. Whenever Shares are released to a
Participant under Section 8(d) above pursuant to the vesting of Restricted
Shares or the Shares underlying Restricted Share Units are issued to a
Participant pursuant to Section 8(d) above, such Participant shall receive
(unless otherwise provided in the Award Agreement), with respect to each Share
released or issued, an amount equal to any cash dividends (plus, in the
discretion of the Committee, simple interest at a rate as the Committee may
determine) and a number of Shares equal to any stock dividends, which were
declared and paid to the holders of Shares between the Grant Date and the date
such Share is released or issued.

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      (f) Section 83(b) Elections. A Participant may make an election under
Section 83(b) of the Code (the "Section 83(b) Election") with respect to
Restricted Shares. If a Participant who has received Restricted Share Units
provides the Committee with written notice of his or her intention to make
Section 83(b) Election with respect to the Shares subject to such Restricted
Share Units, the Committee may in its discretion convert the Participant's
Restricted Share Units into Restricted Shares, on a one-for-one basis, in full
satisfaction of the Participant's Restricted Share Unit Award. The Participant
may then make a Section 83(b) Election with respect to those Restricted Shares.
Shares with respect to which a Participant makes a Section 83(b) Election shall
not be eligible for deferral pursuant to Section 9 below.

      (g) Deferral Elections. At any time within the thirty-day period (or other
shorter or longer period that the Committee selects) in which a Participant who
is a member of a select group of management or highly compensated employees
(within the meaning of the Code) receives an Award of either Restricted Shares
or Restricted Share Units, the Committee may permit the Participant to
irrevocably elect, on a form provided by and acceptable to the Committee, to
defer the receipt of all or a percentage of the Shares that would otherwise be
transferred to the Participant upon the vesting of such Award. If the
Participant makes this election, the Shares subject to the election, and any
associated dividends and interest, shall be credited to an account established
pursuant to Section 9 hereof on the date such Shares would otherwise have been
released or issued to the Participant pursuant to Section 8(d) above.

9. DEFERRED SHARE UNITS

      (a) Elections to Defer. The Committee may permit any Eligible Person who
is a Director, Consultant or member of a select group of management or highly
compensated employees (within the meaning of the Code) to irrevocably elect, on
a form provided by and acceptable to the Committee (the "Election Form"), to
forego the receipt of cash or other compensation (including the Shares
deliverable pursuant to any Award other than Restricted Shares for which a
Section 83(b) Election has been made), and in lieu thereof to have the Company
credit to an internal Plan account (the "Account") a number of deferred share
units ("Deferred Share Units") having a Fair Market Value equal to the Shares
and other compensation deferred. These credits will be made at the end of each
calendar month during which compensation is deferred. Each Election Form shall
take effect on the first day of the next calendar year (or on the first day of
the next calendar month in the case of an initial election by a Participant who
is first eligible to defer hereunder) after its delivery to the Company, subject
to Section 8(g) regarding deferral of Restricted Shares and Restricted Share
Units and to Section 10(e) regarding deferral of Performance Awards, unless the
Company sends the Participant a written notice explaining why the Election Form
is invalid within five business days after the Company receives it.
Notwithstanding the foregoing sentence: (i) Election Forms shall be ineffective
with respect to any compensation that a Participant earns before the date on
which the Company receives the Election Form, and (ii) the Committee may
unilaterally make awards in the form of Deferred Share Units, regardless of
whether or not the Participant foregoes other compensation.

      (b) Vesting. Unless an Award Agreement expressly provides otherwise, each
Participant shall be 100% vested at all times in any Shares subject to Deferred
Share Units.

      (c) Issuances of Shares. The Company shall provide a Participant with one
Share for each Deferred Share Unit in five substantially equal annual
installments that are issued before the last day

                                      -10-
<PAGE>

of each of the five calendar years that end after the date on which the
Participant's Continuous Service terminates, unless -

            (i) the Participant has properly elected a different form of
      distribution, on a form approved by the Committee, that permits the
      Participant to select any combination of a lump sum and annual
      installments that are completed within ten years following termination of
      the Participant's Continuous Service, and

            (ii) the Company received the Participant's distribution election
      form at the time the Participant elects to defer the receipt of cash or
      other compensation pursuant to Section 9(a), provided that such election
      may be changed through any subsequent election that (i) is delivered to
      the Administrator at least one year before the date on which distributions
      are otherwise scheduled to commence pursuant to the Participant's
      election, and (ii) defers the commencement of distributions by at least
      five years from the originally scheduled commencement date.

      Fractional shares shall not be issued, and instead shall be paid out in
cash.

      (d) Crediting of Dividends. Whenever Shares are issued to a Participant
pursuant to Section 9(c) above, such Participant shall also be entitled to
receive, with respect to each Share issued, a cash amount equal to any cash
dividends (plus simple interest at a rate of five percent per annum, or such
other reasonable rate as the Committee may determine), and a number of Shares
equal to any stock dividends which were declared and paid to the holders of
Shares between the Grant Date and the date such Share is issued.

      (e) Emergency Withdrawals. In the event a Participant suffers an
unforeseeable emergency within the contemplation of this Section and Section
409A of the Code, the Participant may apply to the Company for an immediate
distribution of all or a portion of the Participant's Deferred Share Units. The
unforeseeable emergency must result from a sudden and unexpected illness or
accident of the Participant, the Participant's spouse, or a dependent (within
the meaning of Section 152(a) of the Code) of the Participant, casualty loss of
the Participant's property, or other similar extraordinary and unforeseeable
conditions beyond the control of the Participant. Examples of purposes which are
not considered unforeseeable emergencies include post-secondary school expenses
or the desire to purchase a residence. In no event will a distribution be made
to the extent the unforeseeable emergency could be relieved through
reimbursement or compensation by insurance or otherwise, or by liquidation of
the Participant's nonessential assets to the extent such liquidation would not
itself cause a severe financial hardship. The amount of any distribution
hereunder shall be limited to the amount necessary to relieve the Participant's
unforeseeable emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution. The Committee shall determine
whether a Participant has a qualifying unforeseeable emergency and the amount
which qualifies for distribution, if any. The Committee may require evidence of
the purpose and amount of the need, and may establish such application or other
procedures as it deems appropriate.

      (f) Unsecured Rights to Deferred Compensation. A Participant's right to
Deferred Share Units shall at all times constitute an unsecured promise of the
Company to pay benefits as they come due. The right of the Participant or the
Participant's duly-authorized transferee to receive benefits hereunder shall be
solely an unsecured claim against the general assets of the Company. Neither the

                                      -11-
<PAGE>

Participant nor the Participant's duly-authorized transferee shall have any
claim against or rights in any specific assets, shares, or other funds of the
Company.

10. PERFORMANCE AWARDS

      (a) Performance Units. Subject to the limitations set forth in paragraph
(c) hereof, the Committee may in its discretion grant Performance Units to any
Eligible Person and shall evidence such grant in an Award Agreement that is
delivered to the Participant which sets forth the terms and conditions of the
Award.

      (b) Performance Compensation Awards. Subject to the limitations set forth
in paragraph (c) hereof, the Committee may, at the time of grant of a
Performance Unit, designate such Award as a "Performance Compensation Award" in
order that such Award constitutes "qualified performance-based compensation"
under Code Section 162(m), in which event the Committee shall have the power to
grant such Performance Compensation Award upon terms and conditions that qualify
it as "qualified performance-based compensation" within the meaning of Code
Section 162(m). With respect to each such Performance Compensation Award, the
Committee shall establish, in writing within the time required under Code
Section 162(m), a "Performance Period," "Performance Measure(s)", and
"Performance Formula(e)" (each such term being hereinafter defined).

      A Participant shall be eligible to receive payment in respect of a
Performance Compensation Award only to the extent that the Performance
Measure(s) for such Award is achieved and the Performance Formula(e) as applied
against such Performance Measure(s) determines that all or some portion of such
Participant's Award has been earned for the Performance Period. As soon as
practicable after the close of each Performance Period, the Committee shall
review and certify in writing whether, and to what extent, the Performance
Measure(s) for the Performance Period have been achieved and, if so, determine
and certify in writing the amount of the Performance Compensation Award to be
paid to the Participant and, in so doing, may use negative discretion to
decrease, but not increase, the amount of the Award otherwise payable to the
Participant based upon such performance.

      (c) Limitations on Awards. The maximum Performance Unit Award and the
maximum Performance Compensation Award that any one Participant may receive for
any one Performance Period shall not together exceed 2,500,000 Shares and
$1,000,000 in cash. The Committee shall have the discretion to provide in any
Award Agreement that any amounts earned in excess of these limitations will
either be credited as Deferred Share Units, or as deferred cash compensation
under a separate plan of the Company (provided in the latter case that such
deferred compensation either bears a reasonable rate of interest or has a value
based on one or more predetermined actual investments). Any amounts for which
payment to the Participant is deferred pursuant to the preceding sentence shall
be paid to the Participant in a future year or years not earlier than, and only
to the extent that, the Participant is either not receiving compensation in
excess of these limits for a Performance Period, or is not subject to the
restrictions set forth under Section 162(b) of the Code.

      (d) Definitions.

            (i) "Performance Formula" means, for a Performance Period, one or
      more objective formulas or standards established by the Committee for
      purposes of determining whether or the extent to which an Award has been
      earned based on the level of performance

                                      -12-
<PAGE>

      attained or to be attained with respect to one or more Performance
      Measure(s). Performance Formulae may vary from Performance Period to
      Performance Period and from Participant to Participant and may be
      established on a stand-alone basis, in tandem or in the alternative.

            (ii) "Performance Measure" means one or more of the following
      selected by the Committee to measure Company, Affiliate, and/or business
      unit performance for a Performance Period, whether in absolute or relative
      terms (including, without limitation, terms relative to a peer group or
      index): basic, diluted, or adjusted earnings per share; sales or revenue;
      earnings before interest, taxes, and other adjustments (in total or on a
      per share basis); basic or adjusted net income; returns on equity, assets,
      capital, revenue or similar measure; economic value added; working
      capital; total shareholder return; and product development, product market
      share, research, licensing, litigation, human resources, information
      services, mergers, acquisitions, sales of assets of Affiliates or business
      units. Each such measure shall be, to the extent applicable, determined in
      accordance with generally accepted accounting principles as consistently
      applied by the Company (or such other standard applied by the Committee)
      and, if so determined by the Committee, and in the case of a Performance
      Compensation Award, to the extent permitted under Code Section 162(m),
      adjusted to omit the effects of extraordinary items, gain or loss on the
      disposal of a business segment, unusual or infrequently occurring events
      and transactions and cumulative effects of changes in accounting
      principles. Performance Measures may vary from Performance Period to
      Performance Period and from Participant to Participant, and may be
      established on a stand-alone basis, in tandem or in the alternative.

            (iii) "Performance Period" means one or more periods of time (of not
      less than one fiscal year of the Company), as the Committee may designate,
      over which the attainment of one or more Performance Measure(s) will be
      measured for the purpose of determining a Participant's rights in respect
      of an Award.

      (e) Deferral Elections. At any time prior to the date that is at least six
months before the close of a Performance Period (or shorter or longer period
that the Committee selects) with respect to an Award of either Performance Units
or Performance Compensation, the Committee may permit a Participant who is a
member of a select group of management or highly compensated employees (within
the meaning of the Code) to irrevocably elect, on a form provided by and
acceptable to the Committee, to defer the receipt of all or a percentage of the
cash or Shares that would otherwise be transferred to the Participant upon the
vesting of such Award. If the Participant makes this election, the cash or
Shares subject to the election, and any associated interest and dividends, shall
be credited to an account established pursuant to Section 9 hereof on the date
such cash or Shares would otherwise have been released or issued to the
Participant pursuant to Section 10(a) or Section 10(b) above.

11. TAXES

      (a) General. As a condition to the issuance or distribution of Shares
pursuant to the Plan, the Participant (or in the case of the Participant's
death, the person who succeeds to the Participant's rights) shall make such
arrangements as the Company may require for the satisfaction of any applicable
federal, state, local or foreign withholding tax obligations that may arise in
connection with the Award and the issuance of Shares. The Company shall not be
required to issue

                                      -13-
<PAGE>

any Shares until such obligations are satisfied. If the Committee allows the
withholding or surrender of Shares to satisfy a Participant's tax withholding
obligations, the Committee shall not allow Shares to be withheld in an amount
that exceeds the minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes.

      (b) Default Rule for Employees. In the absence of any other arrangement,
an Employee shall be deemed to have directed the Company to withhold or collect
from his or her cash compensation an amount sufficient to satisfy such tax
obligations from the next payroll payment otherwise payable after the date of
the exercise of an Award.

      (c) Special Rules. In the case of a Participant other than an Employee (or
in the case of an Employee where the next payroll payment is not sufficient to
satisfy such tax obligations, with respect to any remaining tax obligations), in
the absence of any other arrangement and to the extent permitted under
Applicable Law, the Participant shall be deemed to have elected to have the
Company withhold from the Shares or cash to be issued pursuant to an Award that
number of Shares having a Fair Market Value determined as of the applicable Tax
Date (as defined below) or cash equal to the amount required to be withheld. For
purposes of this Section 11, the Fair Market Value of the Shares to be withheld
shall be determined on the date that the amount of tax to be withheld is to be
determined under the Applicable Law (the "Tax Date").

      (d) Surrender of Shares. If permitted by the Committee, in its discretion,
a Participant may satisfy the minimum applicable tax withholding and employment
tax obligations associated with an Award by surrendering Shares to the Company
(including Shares that would otherwise be issued pursuant to the Award) that
have a Fair Market Value determined as of the applicable Tax Date equal to the
amount required to be withheld. In the case of Shares previously acquired from
the Company that are surrendered under this Section 11, such Shares must have
been owned by the Participant for more than six months on the date of surrender
(or such longer period of time the Company may in its discretion require).

      (e) Income Taxes and Deferred Compensation. Participants are solely
responsible and liable for the satisfaction of all taxes and penalties that may
arise in connection with Awards (including any taxes arising under Section 409A
of the Code), and the Company shall not have any obligation to indemnify or
otherwise hold any Participant harmless from any or all of such taxes. The
Administrator shall have the discretion to organize any deferral program, to
require deferral election forms, and to grant or to unilaterally modify any
Award in a manner that (i) conforms with the requirements of Section 409A of the
Code with respect to compensation that is deferred and that vests after December
31, 2004, (ii) that voids any Participant election to the extent it would
violate Section 409A of the Code, and (iii) for any distribution election that
would violate Section 409A of the Code, to make distributions pursuant to the
Award at the earliest to occur of a distribution event that is allowable under
Section 409A of the Code or any distribution event that is both allowable under
Section 409A of the Code and is elected by the Participant, subject to any valid
second election to defer, provided that the Administrator permits second
elections to defer in accordance with Section 409A(a)(4)(C). The Administrator
shall have the sole discretion to interpret the requirements of the Code,
including Section 409A, for purposes of the Plan and all Awards.

                                      -14-
<PAGE>

12.      NON-TRANSFERABILITY OF AWARDS

      (a) General. Except as set forth in this Section 12, or as otherwise
approved by the Committee, Awards may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution. The designation of a beneficiary by a
Participant will not constitute a transfer. An Award may be exercised, during
the lifetime of the holder of an Award, only by such holder, the duly-authorized
legal representative of a Participant who is Disabled, or a transferee permitted
by this Section 12.

      (b) Limited Transferability Rights. Notwithstanding anything else in this
Section 12, the Committee may in its discretion provide in an Award Agreement
that an Award other than an ISO may be transferred, on such terms and conditions
as the Committee deems appropriate, either (i) by instrument to the
Participant's "Immediate Family" (as defined below), (ii) by instrument to an
inter vivos or testamentary trust (or other entity) in which the Award is to be
passed to the Participant's designated beneficiaries, or (iii) by gift to
charitable institutions. Any transferee of the Participant's rights shall
succeed and be subject to all of the terms of this Award Agreement and the Plan.
"Immediate Family" means any 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,
and shall include adoptive relationships.

13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER
TRANSACTIONS

      (a) Changes in Capitalization. The Committee shall equitably adjust the
number of Shares covered by each outstanding Award, and the number of Shares
that have been authorized for issuance under the Plan but as to which no Awards
have yet been granted or that have been returned to the Plan upon cancellation,
forfeiture, or expiration of an Award, as well as the price per Share covered by
each such outstanding Award, to reflect any increase or decrease in the number
of issued Shares resulting from a stock-split, reverse stock-split, stock
dividend, combination, recapitalization or reclassification of the Shares, or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company. In the event of any such transaction or
event, the Committee may provide in substitution for any or all outstanding
Options under the Plan such alternative consideration (including securities of
any surviving entity) as it may in good faith determine to be equitable under
the circumstances and may require in connection therewith the surrender of all
Options so replaced. In any case, such substitution of securities shall not
require the consent of any person who is granted Options pursuant to the Plan.

      Except as expressly provided herein or in an Award Agreement, if the
Company issues for consideration shares of stock of any class, or securities
convertible into shares of stock of any class, the issuance shall not affect,
and no adjustment by reason thereof shall be required to be made with respect
to, the number or price of Shares subject to any Award.

      (b) Dissolution or Liquidation. In the event of the dissolution or
liquidation of the Company other than as part of a Change of Control, each Award
will terminate immediately prior to the consummation of such action, subject to
the ability of the Committee to exercise any discretion authorized in the case
of a Change in Control.

      (c) Change in Control. In the event of a Change in Control, the Committee
may in its sole and absolute discretion and authority, without obtaining the
approval or consent of the Company's

                                      -15-
<PAGE>

shareholders or any Participant with respect to his or her outstanding Awards,
take one or more of the following actions:

            (i) arrange for or otherwise provide that each outstanding Award
      shall be assumed or a substantially similar award shall be substituted by
      a successor corporation or a parent or subsidiary of such successor
      corporation (the "Successor Corporation");

            (ii) accelerate the vesting of Awards so that Awards shall vest
      (and, to the extent applicable, become exercisable) as to the Shares that
      otherwise would have been unvested and provide that repurchase rights of
      the Company with respect to Shares issued upon exercise of an Award shall
      lapse as to the Shares subject to such repurchase right;

            (iii) arrange or otherwise provide for the payment of cash or other
      consideration to Participants in exchange for the satisfaction and
      cancellation of outstanding Awards; or

            (iv) make such other modifications, adjustments or amendments to
      outstanding Awards or this Plan as the Committee deems necessary or
      appropriate, subject however to the terms of Section 15(a) below.

      Notwithstanding the above, in the event a Participant holding an Award
assumed or substituted by the Successor Corporation in a Change in Control is
Involuntarily Terminated by the Successor Corporation in connection with, or
within 12 months following consummation of, the Change in Control, then any
assumed or substituted Award held by the terminated Participant at the time of
termination shall accelerate and become fully vested (and exercisable in full in
the case of Options and SARs), and any repurchase right applicable to any Shares
shall lapse in full, unless an Award Agreement provides for a more restrictive
acceleration or vesting schedule or more restrictive limitations on the lapse of
repurchase rights or otherwise places additional restrictions, limitations and
conditions on an Award. The acceleration of vesting and lapse of repurchase
rights provided for in the previous sentence shall occur immediately prior to
the effective date of the Participant's termination, unless an Award Agreement
provides otherwise.

      (d) Certain Distributions. In the event of any distribution to the
Company's shareholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Committee may, in its discretion,
appropriately adjust the price per Share covered by each outstanding Award to
reflect the effect of such distribution.

14. TIME OF GRANTING AWARDS.

      The date of grant ("Grant Date") of an Award shall be the date on which
the Committee makes the determination granting such Award or such other date as
is determined by the Committee, provided that in the case of an ISO, the Grant
Date shall be the later of the date on which the Committee makes the
determination granting such ISO or the date of commencement of the Participant's
employment relationship with the Company.

                                      -16-
<PAGE>

15. MODIFICATION OF AWARDS AND SUBSTITUTION OF OPTIONS.

      (a) Modification, Extension, and Renewal of Awards. Within the limitations
of the Plan, the Committee may modify an Award to accelerate the rate at which
an Option or SAR may be exercised (including without limitation permitting an
Option or SAR to be exercised in full without regard to the installment or
vesting provisions of the applicable Award Agreement or whether the Option or
SAR is at the time exercisable, to the extent it has not previously been
exercised), to accelerate the vesting of any Award, to extend or renew
outstanding Awards, or to accept the cancellation of outstanding Awards to the
extent not previously exercised. However, the Committee may not (without
shareholder approval) cancel an outstanding option that is underwater for the
purpose of reissuing the option to the Participant at a lower exercise price or
granting a replacement award of a different type. Notwithstanding the foregoing
provision, no modification of an outstanding Award shall materially and
adversely affect such Participant's rights thereunder, unless either the
Participant provides written consent or there is an express Plan provision
permitting the Committee to act unilaterally to make the modification.

      (b) Substitution of Options. Notwithstanding any inconsistent provisions
or limits under the Plan, in the event the Company or an Affiliate acquires
(whether by purchase, merger or otherwise) all or substantially all of
outstanding capital stock or assets of another corporation or in the event of
any reorganization or other transaction qualifying under Section 424 of the
Code, the Committee may, in accordance with the provisions of that Section,
substitute Options for options under the plan of the acquired company provided
(i) the excess of the aggregate fair market value of the shares subject to an
option immediately after the substitution over the aggregate option price of
such shares is not more than the similar excess immediately before such
substitution and (ii) the new option does not give persons additional benefits,
including any extension of the exercise period.

16. TERM OF PLAN.

      The Plan shall continue in effect for a term of ten (10) years from its
effective date as determined under Section 20 below, unless the Plan is sooner
terminated under Section 17 below.

17. AMENDMENT AND TERMINATION OF THE PLAN.

      (a) Authority to Amend or Terminate. Subject to Applicable Laws, the Board
may from time to time amend, alter, suspend, discontinue, or terminate the Plan.

      (b) Effect of Amendment or Termination. No amendment, suspension, or
termination of the Plan shall materially and adversely affect Awards already
granted unless either it relates to an adjustment pursuant to Section 13 above,
or it is otherwise mutually agreed between the Participant and the Committee,
which agreement must be in writing and signed by the Participant and the
Company. Notwithstanding the foregoing, the Committee may amend the Plan to
eliminate provisions which are no longer necessary as a result of changes in tax
or securities laws or regulations, or in the interpretation thereof.

18. CONDITIONS UPON ISSUANCE OF SHARES.

      Notwithstanding any other provision of the Plan or any agreement entered
into by the Company pursuant to the Plan, the Company shall not be obligated,
and shall have no liability for

                                      -17-
<PAGE>

failure, to issue or deliver any Shares under the Plan unless such issuance or
delivery would comply with Applicable Law, with such compliance determined by
the Company in consultation with its legal counsel.

19. RESERVATION OF SHARES.

      The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. Neither the Company nor the Committee shall, without
shareholder approval, allow for a repricing within the meaning of the federal
securities laws applicable to proxy statement disclosures.

20. EFFECTIVE DATE.

      This Plan shall become effective on the date of its approval by the Board;
provided that this Plan shall be submitted to the Company's shareholders for
approval, and if not approved by the shareholders in accordance with Applicable
Laws (as determined by the Committee in its discretion) within one year from the
date of approval by the Board, this Plan and any Awards shall be null, void, and
of no force and effect. Awards granted under this Plan before approval of this
Plan by the shareholders shall be granted subject to such approval, and no
Shares shall be distributed before such approval.

21. CONTROLLING LAW.

      All disputes relating to or arising from the Plan shall be governed by the
internal substantive laws (and not the laws of conflicts of laws) of the State
of Delaware, to the extent not preempted by United States federal law. If any
provision of this Plan is held by a court of competent jurisdiction to be
invalid and unenforceable, the remaining provisions shall continue to be fully
effective.

22. LAWS AND REGULATIONS.

      (a) U.S. Securities Laws. This Plan, the grant of Awards, and the exercise
of Options and SARs under this Plan, and the obligation of the Company to sell
or deliver any of its securities (including, without limitation, Options,
Restricted Shares, Restricted Share Units, Deferred Share Units, and Shares)
under this Plan shall be subject to all Applicable Law. In the event that the
Shares are not registered under the Securities Act of 1933, as amended (the
"Act"), or any applicable state securities laws prior to the delivery of such
Shares, the Company may require, as a condition to the issuance thereof, that
the persons to whom Shares are to be issued represent and warrant in writing to
the Company that such Shares are being acquired by him or her for investment for
his or her own account and not with a view to, for resale in connection with, or
with an intent of participating directly or indirectly in, any distribution of
such Shares within the meaning of the Act, and a legend to that effect may be
placed on the certificates representing the Shares.

      (b) Other Jurisdictions. To facilitate the making of any grant of an Award
under this Plan, the Committee may provide for such special terms for Awards to
Participants who are foreign nationals or who are employed by the Company or any
Affiliate outside of the United States of America as the Committee may consider
necessary or appropriate to accommodate differences in local law, tax policy or
custom. The Company may adopt rules and procedures relating to the operation and
administration of this Plan to accommodate the specific requirements of local
laws

                                      -18-
<PAGE>

and procedures of particular countries. Without limiting the foregoing, the
Company is specifically authorized to adopt rules and procedures regarding the
conversion of local currency, taxes, withholding procedures and handling of
stock certificates which vary with the customs and requirements of particular
countries. The Company may adopt sub-plans and establish escrow accounts and
trusts as may be appropriate or applicable to particular locations and
countries.

23. NO SHAREHOLDER RIGHTS. Neither a Participant nor any transferee of a
Participant shall have any rights as a shareholder of the Company with respect
to any Shares underlying any Award until the date of issuance of a share
certificate to a Participant or a transferee of a Participant for such Shares in
accordance with the Company's governing instruments and Applicable Law. Prior to
the issuance of Shares pursuant to an Award, a Participant shall not have the
right to vote or to receive dividends or any other rights as a shareholder with
respect to the Shares underlying the Award, notwithstanding its exercise in the
case of Options and SARs. No adjustment will be made for a dividend or other
right that is determined based on a record date prior to the date the stock
certificate is issued, except as otherwise specifically provided for in this
Plan.

24. NO EMPLOYMENT RIGHTS. The Plan shall not confer upon any Participant any
right to continue an employment, service or consulting relationship with the
Company, nor shall it affect in any way a Participant's right or the Company's
right to terminate the Participant's employment, service, or consulting
relationship at any time, with or without Cause.

                                      -19-
<PAGE>

                                    DDI CORP.

                            2005 STOCK INCENTIVE PLAN

                                   ----------

                             APPENDIX A: DEFINITIONS

                                   ----------

As used in the Plan, the following definitions shall apply:

      "AFFILIATE" means, with respect to any Person (as defined below), any
other Person that directly or indirectly controls or is controlled by or under
common control with such Person. For the purposes of this definition, "control,"
when used with respect to any Person, means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
such Person or the power to elect directors, whether through the ownership of
voting securities, by contract or otherwise; and the terms "affiliated,"
"controlling" and "controlled" have meanings correlative to the foregoing.

      "APPLICABLE LAW" means the legal requirements relating to the
administration of options and share-based plans under applicable U.S. federal
and state laws, the Code, any applicable stock exchange or automated quotation
system rules or regulations, and the applicable laws of any other country or
jurisdiction where Awards are granted, as such laws, rules, regulations and
requirements shall be in place from time to time.

      "AWARD" means any award made pursuant to the Plan, including awards made
in the form of an Option, an SAR, a Restricted Share, a Restricted Share Unit,
an Unrestricted Share, a Deferred Share Unit and a Performance Award, or any
combination thereof, whether alternative or cumulative, authorized by and
granted under this Plan.

      "AWARD AGREEMENT" means any written document setting forth the terms of an
Award that has been authorized by the Committee. The Committee shall determine
the form or forms of documents to be used, and may change them from time to time
for any reason.

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

      "CAUSE" for termination of a Participant's Continuous Service will exist
if the Participant is terminated from employment or other service with the
Company or an Affiliate for any of the following reasons: (i) the Participant's
willful failure to substantially perform his or her duties and responsibilities
to the Company or deliberate violation of a material Company policy; (ii) the
Participant's commission of any material act or acts of fraud, embezzlement,
dishonesty, or other willful misconduct; (iii) the Participant's material
unauthorized use or disclosure of any proprietary information or trade secrets
of the Company or any other party to whom the Participant owes an obligation of
nondisclosure as a result of his or her relationship with the Company; or (iv)
Participant's willful and material breach of any of his or her obligations under
any written agreement or covenant with the Company.

<PAGE>

      The Committee shall in its discretion determine whether or not a
Participant is being terminated for Cause. The Committee's determination shall,
unless arbitrary and capricious, be final and binding on the Participant, the
Company, and all other affected persons. The foregoing definition does not in
any way limit the Company's ability to terminate a Participant's employment or
consulting relationship at any time, and the term "Company" will be interpreted
herein to include any Affiliate or successor thereto, if appropriate.

      "CHANGE IN CONTROL" means any of the following:

      (I) any Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person who
becomes such a Beneficial Owner in connection with a transaction described in
paragraph (III)(B) below;

      (II) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the date
hereof, constitute the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's shareholders was approved
or recommended by the affirmative vote of a majority of the directors then still
in office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended
("Continuing Directors");

      (III) there is consummated a merger or consolidation of the Company or any
direct or indirect subsidiary of the Company with any other corporation, other
than a merger or consolidation in which (A) the Company's shareholders receive
or retain voting common stock in the Company or the surviving or resulting
corporation in such transaction on the same pro rata basis as their relative
percentage ownership of Company common stock immediately preceding such
transaction and a majority of the entire Board of the Company are or continue to
be Continuing Directors following such transaction, or (B) the Company's
shareholders receive voting common stock in the corporation which becomes the
public parent of the Company or its successor in such transaction on the same
pro rata basis as their relative percentage ownership of Company common stock
immediately preceding such transaction and a majority of the entire Board of
such parent corporation are Continuing Directors immediately following such
transaction;

      (IV) the sale of any one or more Company subsidiaries, businesses or
assets not in the ordinary course of business and pursuant to a shareholder
approved plan for the complete liquidation or dissolution of the Company; or

      (V) there is consummated any sale of assets, businesses or subsidiaries of
the Company which, at the time of the consummation of the sale, (x) together
represent 50% or more of the total book value of the Company's assets on a
consolidated basis or (y) generated 50% or more of the Company's pre-tax income
on a consolidated basis in either of the two fully completed fiscal years of the
Company immediately preceding the year in which the Change in Control occurs;
provided, however, that, in either case, any such sale shall not constitute a
Change in Control if such sale constitutes a Rule 13e-3 transaction and at least
60% of the combined voting power of the voting

                                       -2-
<PAGE>

securities of the purchasing entity are owned by shareholders of the Company in
substantially the same proportions as their ownership of the Company immediately
prior to such sale.

      Notwithstanding the foregoing, a "Change in Control" shall not be deemed
to have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of the Company immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.

      "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

      "COMMITTEE" means one or more committees or subcommittees of the Board
appointed by the Board to administer the Plan in accordance with Section 4
above. With respect to any decision involving an Award intended to satisfy the
requirements of Section 162(m) of the Code, the Committee shall consist of two
or more Directors of the Company who are "outside directors" within the meaning
of Section 162(m) of the Code. With respect to any decision relating to a
Reporting Person, the Committee shall consist of two or more Directors who are
"non-employee directors" within the meaning of Rule 16b-3.

      "COMPANY" means DDi Corp., a Delaware corporation; provided, however, that
in the event the Company reincorporates to another jurisdiction, all references
to the term "Company" shall refer to the Company in such new jurisdiction.

      "CONSULTANT" means any person, including an advisor, who is engaged by the
Company or any Affiliate to render services and is compensated for such
services.

      "CONTINUOUS SERVICE" means the absence of any interruption or termination
of service as an Employee, Director, or Consultant. Continuous Service shall not
be considered interrupted in the case of: (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Committee, provided that such
leave is for a period of not more than 90 days, unless reemployment upon the
expiration of such leave is guaranteed by contract or statute, or unless
provided otherwise pursuant to Company policy adopted from time to time; (iv)
changes in status from Director to advisory director or emeritus status; or (iv)
in the case of transfers between locations of the Company or between the
Company, its Affiliates or their respective successors. Changes in status
between service as an Employee, Director, and a Consultant will not constitute
an interruption of Continuous Service.

      "DEFERRED SHARE UNITS" mean Awards pursuant to Section 9 of the Plan.

      "DIRECTOR" means a member of the Board, or a member of the board of
directors of an Affiliate.

      "DISABLED" means a condition under which a Participant --

      (a) is unable 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 can be expected to last for a continuous period of not
less than 12 months, or

                                       -3-
<PAGE>

      (b) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, received income replacement
benefits for a period of not less than 3 months under an accident or health plan
covering employees of the Company.

      "ELIGIBLE PERSON" means any Consultant, Director or Employee and includes
non-Employees to whom an offer of employment has been extended.

      "EMPLOYEE" means any person whom the Company or any Affiliate classifies
as an employee (including an officer) for employment tax purposes. The payment
by the Company of a director's fee to a Director shall not be sufficient to
constitute "employment" of such Director by the Company.

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

      "FAIR MARKET VALUE" means, as of any date (the "Determination Date")
means: (i) the closing price of a Share on the New York Stock Exchange or the
American Stock Exchange (collectively, the "Exchange"), on the Determination
Date, or, if shares were not traded on the Determination Date, then on the
nearest preceding trading day during which a sale occurred; or (ii) if such
stock is not traded on the Exchange but is quoted on NASDAQ or a successor
quotation system, (A) the last sales price (if the stock is then listed as a
National Market Issue under The Nasdaq National Market System) or (B) the mean
between the closing representative bid and asked prices (in all other cases) for
the stock on the Determination Date as reported by NASDAQ or such successor
quotation system; or (iii) if such stock is not traded on the Exchange or quoted
on NASDAQ but is otherwise traded in the over-the-counter, the mean between the
representative bid and asked prices on the Determination Date; or (iv) if
subsections (i)-(iii) do not apply, the fair market value established in good
faith by the Board.

      "GRANT DATE" has the meaning set forth in Section 14 of the Plan.

      "INCENTIVE SHARE OPTION OR ISO" hereinafter means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code, as designated in the applicable Award Agreement.

      "INVOLUNTARY TERMINATION" means termination of a Participant's Continuous
Service under the following circumstances occurring on or after a Change in
Control: (i) termination without Cause by the Company or an Affiliate or
successor thereto, as appropriate; or (ii) voluntary termination by the
Participant within 60 days following (A) a material reduction in the
Participant's job responsibilities, provided that neither a mere change in title
alone nor reassignment to a substantially similar position shall constitute a
material reduction in job responsibilities; (B) an involuntary relocation of the
Participant's work site to a facility or location more than 50 miles from the
Participant's principal work site at the time of the Change in Control; or (C) a
material reduction in Participant's total compensation other than as part of an
reduction by the same percentage amount in the compensation of all other
similarly-situated Employees, Directors or Consultants.

      "NON-ISO" means an Option not intended to qualify as an ISO, as designated
in the applicable Award Agreement.

      "OPTION" means any stock option granted pursuant to Section 6 of the Plan.

                                      -4-
<PAGE>

      "PARTICIPANT" means any holder of one or more Awards, or the Shares
issuable or issued upon exercise of such Awards, under the Plan.

      "PERFORMANCE AWARDS" mean Performance Units and Performance Compensation
Awards granted pursuant to Section 10.

      "PERFORMANCE COMPENSATION AWARDS" mean Awards granted pursuant to Section
10(b) of the Plan.

      "PERFORMANCE UNIT" means Awards granted pursuant to Section 10(a) of the
Plan which may be paid in cash, in Shares, or such combination of cash and
Shares as the Committee in its sole discretion shall determine.

      "PERSON" means any natural person, association, trust, business trust,
cooperative, corporation, general partnership, joint venture, joint-stock
company, limited partnership, limited liability company, real estate investment
trust, regulatory body, governmental agency or instrumentality, unincorporated
organization or organizational entity.

      "PLAN" means this DDi Corp. 2005 Stock Incentive Plan.

      "REPORTING PERSON" means an officer, Director, or greater than ten percent
shareholder of the Company within the meaning of Rule 16a-2 under the Exchange
Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange
Act.

      "RESTRICTED SHARES" mean Shares subject to restrictions imposed pursuant
to Section 8 of the Plan.

      "RESTRICTED SHARE UNITS" mean Awards pursuant to Section 8 of the Plan.

      "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act, as
amended from time to time, or any successor provision.

      "SAR" OR "SHARE APPRECIATION RIGHT" means Awards granted pursuant to
Section 7 of the Plan.

      "SHARE" means a share of common stock of the Company, as adjusted in
accordance with Section 13 of the Plan.

      "TEN PERCENT HOLDER" means a person who owns stock representing more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any Affiliate.

      "UNRESTRICTED SHARES" mean Shares awarded pursuant to Section 8 of the
Plan.

                                      -5-
<PAGE>

                                    DDI CORP.

                            2005 STOCK INCENTIVE PLAN

                                                     As approved by the Board of
                                                     Directors on May 24, 2005
                                                     and by the shareholders on
                                                     August 5, 2005