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                                                                   EXHIBIT 10.1

                              1992 STOCK AWARD PLAN

                   (AS AMENDED AND RESTATED THROUGH JUNE 2001)

      1. Purpose. The purpose of this 1992 Stock Award Plan (the "Plan") is to
motivate key personnel, including non-employee directors, to produce a superior
return to the shareholders of Computer Network Technology Corporation by
offering such personnel an opportunity to realize Stock appreciation, by
facilitating Stock ownership, and by rewarding them for achieving a high level
of corporate performance. This Plan is also intended to facilitate recruiting
and retaining key personnel of outstanding ability by providing an attractive
capital accumulation opportunity.

      2. Definitions.

      2.1 The terms defined in this section are used (and capitalized) elsewhere
in this Plan.

            (a) "Affiliate" means any corporation that is a "parent corporation"
      or "subsidiary corporation" of the Company, as those terms are defined in
      Section 424(e) and (f) of the Code, or any successor provision.

            (b) "Agreement" means a written contract entered into between the
      Company or an Affiliate and a Participant containing the terms and
      conditions of an Award in such form (not inconsistent with this Plan) as
      the Committee approves from time to time, together with all amendments
      thereto, which amendments may be unilaterally made by the Company (with
      the approval of the Committee) unless such amendments are deemed by the
      Committee to be materially adverse to the Participant and are not required
      as a matter of law.

            (c) "Award" means a grant made under this Plan in the form of
      Options, Restricted Stock, Stock, Performance Units or any other
      Stock-based Award.

            (d) "Board" means the Board of Directors of the Company.

            (e) "Code" means the Internal Revenue Code of 1986, as amended from
      time to time.

            (f) "Committee" means two or more Disinterested Persons designated
      by the Board to administer this Plan under Section 3 hereof.

            (g) "Company" means Computer Network Technology Corporation, a
      Minnesota corporation, or any successor to substantially all of its
      businesses.

            (h) "Disinterested Person" means a member of the Board who is
      considered a disinterested person within the meaning of Exchange Act Rule
      16b-3 or any successor definition.

            (i) "Effective Date" means the date specified in Section 9.1 hereof.

            (j) "Employee" means any employee (including an officer or director
      who is also an employee) of the Company or an Affiliate. "Employee" shall
      also include other individuals and entities who are not "employees" of the
      Company or an Affiliate but who provide services to the Company or an
      Affiliate in the capacity of an advisor, director or consultant. In
      addition, references herein to "employment" and similar terms shall
      include the providing of services in any such capacity.

            (k) "Event" means any of the following:

                  (i) The acquisition by an individual, entity, or group (within
            the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of
            beneficial ownership (within the meaning of Exchange Act Rule 13d-3)
            of 40% or more of either (A) the then outstanding shares of common
            stock of the Company (the "Outstanding Company Common Stock") or (B)
            the combined voting power of the then outstanding voting securities
            of the Company entitled to vote generally in the election of the
            Board (the "Outstanding Company Voting Securities"); provided,
            however, that the following acquisitions shall not constitute an
            Event:

                        (1) any acquisition of voting securities of the Company
                  directly from the Company,

                        (2) any acquisition of voting securities of the Company
                  by the Company or any of its wholly owned Subsidiaries,

                        (3) any acquisition of voting securities of the Company
                  by any employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any of its Subsidiaries, or

                        (4) any acquisition by any corporation with respect to
                  which, immediately following such acquisition, more than 60%
                  of, respectively, the then outstanding shares of common stock
                  of such corporation and the combined voting power of the then
                  outstanding voting securities of such corporation entitled to
                  vote generally in the election of directors is then
                  beneficially owned, directly or indirectly, by all or
                  substantially all of the individuals and entities who were the
                  beneficial owners, respectively, of the Outstanding Company
                  Common Stock and Outstanding Company Voting Securities
                  immediately prior to such acquisition in substantially the
                  same proportions as was their
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                  ownership, immediately prior to such acquisition, of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities, as the case may be;

                  (ii) Individuals who, as of the Effective Date, constitute the
            Board (the "Incumbent Board") cease for any reason to constitute at
            least a majority of the Board; provided, however, that any
            individual becoming a director subsequent to the Effective Date
            whose election, or nomination for election by the Company's
            shareholders, was approved by a vote of at least a majority of the
            directors then comprising the Incumbent Board shall be considered a
            member of the Incumbent Board, but excluding, for this purpose, any
            such individual whose initial assumption of office occurs as a
            result of an actual or threatened election contest which was (or, if
            threatened, would have been) subject to Exchange Act Rule 14a-1 1;

                  (iii) Approval by the shareholders of the Company of a
            reorganization, merger, consolidation, or statutory exchange of
            Outstanding Company Voting Securities, unless immediately following
            such reorganization, merger, consolidation, or exchange, all or
            substantially all of the individuals and entities who were the
            beneficial owners, respectively, of the Outstanding Company Common
            Stock and Outstanding Company Voting Securities immediately prior to
            such reorganization, merger, consolidation, owned, directly or
            indirectly, more than 60% of, respectively, the then outstanding
            shares of common stock and the combined voting power of the then
            outstanding voting securities entitled to vote generally in the
            election of directors, as the case may be, of the corporation
            resulting from such reorganization, merger, consolidation, or
            exchange in substantially the same proportions as was their
            ownership, immediately prior to such reorganization, merger,
            consolidation, or exchange, of the Outstanding Company Common Stock
            and Outstanding Company Voting Securities, as the case may be; or

                  (iv) Approval by the shareholders of the Company of (A) a
            complete liquidation or dissolution of the Company or (B) the sale
            or other disposition of all or substantially all of the assets of
            the Company, other than to a corporation with respect to which,
            immediately following such sale or other disposition, more than 60%
            of, respectively, the then outstanding shares of common stock of
            such corporation and the combined voting power of the then
            outstanding voting securities of such corporation entitled to vote
            generally in the election of directors is then beneficially owned,
            directly or indirectly, by all or substantially all of the
            individuals and entities who were the beneficial owners,
            respectively, of the Outstanding Company Common Stock and
            Outstanding Company Voting Securities immediately prior to such sale
            or other disposition in substantially the same proportion as was
            their ownership, immediately prior to such sale or other
            disposition, of the Outstanding Company Common Stock and Outstanding
            Company Voting Securities, as the case may be.

                  (v) Notwithstanding the above, an Event shall not be deemed to
            occur with respect to an employee if the acquisition of the 40% or
            greater interest referred to in subsection (i) is by a group, acting
            in concert, that includes that recipient or if at least 40% of the
            then outstanding common stock or combined voting power of the then
            outstanding voting securities (or voting equity interests) of the
            surviving corporation or of any corporation (or other entity)
            acquiring all or substantially all of the assets of the Company
            shall be beneficially owned, directly or indirectly, immediately
            after a reorganization, merger, consolidation, statutory share
            exchange or disposition of assets referred to in subsections (iii)
            or (iv) by a group, acting in concert, that includes that
            Participant.

            (l) "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            (m) "Fair Market Value" as of any date means, unless otherwise
      expressly provided in this Plan:

                  (i) the closing sale price of a Share on the date immediately
            preceding that date or, if no sale of Shares shall have occurred on
            that date, on the next preceding day on which a sale occurred of
            Shares on the National Association of Securities Dealers, Inc.
            Automated Quotations National Market System ("NMS"), or

                  (ii)if the Shares are not quoted on the NMS, what the
            Committee determines in good faith to be 100% of the fair market
            value of a Share on that date.

     Provided, however, if the NMS has closed for the day at the time the event
occurs that triggers a determination of Fair Market Value, whether the grant of
an Award, the exercise of an Option or otherwise, all references in this Section
2.1(m) to the "date immediately preceding that date" shall be deemed to be
references to "that date." In the case of an Incentive Stock Option, if such
determination of Fair Market Value is not consistent with the then current
regulations of the Secretary of the Treasury, Fair Market Value shall be
determined in accordance with said regulations. The determination of Fair Market
Value shall be subject to adjustment as provided in Section 13 hereof.


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            (n) "Fundamental Change" means a dissolution or liquidation of the
      Company, a sale of substantially all of the assets of the Company, a
      merger or consolidation of the Company with or into any other corporation,
      regardless of whether the Company is the surviving corporation, or a
      statutory share exchange involving capital stock of the Company.

            (o) "Incentive Stock Option" means any Option designated as such and
      granted in accordance with the requirements of Code Section 422 or any
      successor to said section.

            (p) "Non-Qualified Stock Option" means an Option other than an
      Incentive Stock Option.

            (q) "Option" means a right to purchase Stock, including both
      Non-Qualified Stock Options and Incentive Stock Options.

            (r) "Outside Directors" means those directors of Company who are not
      employees of the Company or any Affiliate.

            (s) "Performance Cycle" means the period of time as specified in an
      Agreement over which Performance Units are to be earned.

            (t) "Performance Units" means an Award made under Section 7.2 hereof

            (u) "Plan" means this 1992 Stock Award Plan, as amended from time to
      time.

            (v) "Restricted Stock" means Stock granted under Plan Section 7.3 so
      long as such Stock remains subject to one or more restrictions.

            (w) "Retirement" of an Employee means termination of employment with
      the Company or an Affiliate on or after the date the Employee attains age
      55.

            (x) "Share" means a share of Stock.

            (y) "Stock" means the common stock, $.01 par value per share (as
      such par value may be adjusted from time to time), of the Company.

            (z) "Subsidiary" means a subsidiary corporation," as that term is
      defined in Section 424(f) of the Code, or any successor provision.

            (aa)"Successor" means the legal representative of the estate of a
      deceased Participant or the person or persons who may, by bequest or
      inheritance, or under the terms of an Award or of forms submitted by the
      Participant to the Committee under Section 17 hereof, acquire the right to
      exercise an Option or receive cash or Shares issuable in satisfaction of
      an Award in the event of an employee's death.

            (bb)"Term" means the period during which an Option may be exercised
      or the period during which the restrictions or terms and conditions placed
      on Restricted Stock are in effect.

            (cc)"Transferee" means any member of the Participant's immediate
      family (i.e., his or her children, step-children, grandchildren and
      spouse) or one or more trusts for the benefit of such family members or
      partnerships in which such family members are the only partners.

      2.2 Number. Except when otherwise indicated by context, any term used in
the singular shall also include the plural.

      3. Administration.

      3.1 Authority of Committee.

            (a) General. Except as provided in Section 3.1(b), the Committee
      shall administer this Plan. The Committee may delegate all or any portion
      of its authority under this Plan to persons who are not Disinterested
      Persons solely for purposes of determining and administering Awards to
      Employees who are not then subject to the reporting requirements of
      Section 16 of the Exchange Act. The Committee shall have exclusive power
      to make Awards, to determine when and to whom Awards will be granted, the
      form of each Award, the amount of each Award, and any other terms or
      conditions of each Award. Each Award shall be subject to an Agreement
      authorized by the Committee. The Committee's interpretation of this Plan
      and of any Awards made under this Plan shall be final and binding on all
      persons. The Committee shall have the power to establish regulations to
      administer this Plan and to change such regulations.

            (b) Options to Outside Directors. Notwithstanding any contrary
      provisions of this Plan, the granting and terms, conditions, and
      eligibility requirements of Awards granted to Outside Directors shall be
      determined by the Board of Directors of the Company.

      3.2 Indemnification. To the full extent permitted by law, (a) no member of
the Board or of the Committee or any person to whom the Committee delegates
authority under this Plan shall be liable for any action or determination taken
or made in good faith with respect to this Plan or any Award made under this
Plan and (b) the members of the Board and of the Committee and each person to
whom the Committee delegates authority under this Plan shall be entitled to
indemnification by the Company with regard to such actions and determinations.

      4. Shares Available Under this Plan. The number of Shares available for
distribution under this Plan shall not exceed 8,450,000 (subject to adjustment
as provided in this Section 4 and under Section 13 hereof). Any Shares subject
to the terms and conditions of an Award under this Plan that are not used
because the terms and conditions of the Award are not met may again be used for
an Award under this Plan. In addition, if, in accordance with this Plan, an
employee uses shares of Common Stock of the Company to (i) pay a purchase or
exercise price, including an Option exercise price, or (ii) satisfy tax
withholdings, only the number of shares issued net of the shares tendered in
payment of such purchase or exercise price and tax withholdings shall be deemed
to be issued for purposes of determining the maximum number of Shares available
under the Plan. Further, the maximum number of Shares available for distribution
under this Plan shall be increased to take into account any Awards granted under
Section 18 of this Plan.


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      5. Eligibility. Awards may be granted under this Plan to Employees and
Outside Directors, and such Awards shall have the terms and conditions specified
in Sections 6 and 7 hereof and elsewhere in this Plan. The granting of Awards to
Employees (other than Outside Directors) is solely at the discretion of the
Committee; the granting of Awards to Outside Directors is solely at the
discretion of the Board.

      6. General Terms of Awards.

      6.1 Amount of Award. Each Agreement with an Employee shall set forth the
number of Shares to which the Option subject to such Agreement applies or the
number of Shares of Restricted Stock, Stock, Performance Units subject to such
Agreement, as the case may be.

      6.2 Term. Each Agreement, other than those relating solely to Awards of
Shares without restrictions, shall set forth the Term of the Option or
Restricted Stock or the Performance Cycle for the Performance Units, as the case
may be. An Agreement may permit an acceleration of the expiration of the
applicable Term upon such terms and conditions as shall be set forth in the
Agreement, which may, but need not, include without limitation acceleration
resulting from the occurrence of an Event or in the event of the Employee's
death or Retirement. Acceleration of the Performance Cycle of Performance Units
shall be subject to Section 7.2(b) hereof.

      6.3 Agreements. Each Award under this Plan shall be evidenced by an
Agreement setting forth the terms and conditions, as determined by the
Committee, which shall apply to such Award, in addition to the terms and
conditions specified in this Plan.

      6.4 Transferability. Except as provided in this Section 6.4, during the
lifetime of an employee to whom an Award is granted, only that Participant (or
that Participant's legal representative) may exercise an Option or receive
payment with respect to Performance Units or any other Award. No Award of
Restricted Stock (prior to the expiration of the restrictions), Options or
Performance Units or other Award may be sold, assigned, transferred, exchanged
or otherwise encumbered other than pursuant to a domestic relations order as
defined in the Code or Title 1 of the Employee Retirement Income Security Act
("ERISA") or the rules thereunder; any attempted transfer in violation of this
Section 6.4 shall be of no effect. Notwithstanding the immediately preceding
sentence, the Committee, in an Agreement or otherwise at its discretion, may
provide (i) that the Award subject to the Agreement shall be transferable to a
Successor in the event of an employee's death, or (ii) that the Award (other
than Incentive Stock Options) may be transferable to a Transferee if the
Participant receives no consideration for the transfer. Any Award held by a
Transferee shall continue to be subject to the same terms and conditions that
were applicable to such Award immediately prior to its transfer. By way of
example and not limitation, (i) an Option may be exercised by a Transferee as
and to the extent that such Option has become exercisable and has not terminated
in accordance with the provisions of the Plan and the applicable Agreement and
(ii) for purposes of any provision of this Plan relating to notice to an
optionee or to vesting or termination of an Option upon the death, disability or
termination of employment of an optionee, the references to "optionee" shall
mean the original grantee of an option and not any Transferee.

      7. Terms and Conditions of Specific Awards.

      7.1 Stock Options.

            (a) Terms of All Options. Each Option shall be granted as either an
      Incentive Stock Option or a Non-Qualified Stock Option. Only Non-Qualified
      Stock Options may be granted to Outside Directors and to Employees who are
      not employees of the Company or an Affiliate but who provide services to
      the Company or an Affiliate in the capacity of an advisor or consultant.
      The purchase price of each Share subject to an Option shall be determined
      by the Committee and set forth in the Agreement, but shall not be less
      than 100% of the Fair Market Value of a Share as of the date the Option is
      granted. The purchase price of the Shares with respect to which an Option
      is exercised shall be payable in full at the time of exercise, provided
      that to the extent permitted by law, the Agreement may permit some or all
      Participants simultaneously to exercise Options and sell the Shares
      thereby acquired pursuant to a brokerage or similar relationship and use
      the proceeds from such sale as payment of the purchase price of such
      Shares. The purchase price may be payable in cash, in Stock having a Fair
      Market Value as of the date the Option is exercised equal to the purchase
      price of the Stock being purchased pursuant to the Option, or a
      combination thereof as determined by the Committee and provided in the
      Agreement. Each Option shall be exercisable in whole or in part on the
      terms provided in the Agreement. In no event shall any Option be
      exercisable at any time after its expiration date. When an Option is no
      longer exercisable, it shall be deemed to have lapsed or terminated. The
      number of Shares for which any Employee may be granted Options in any one
      calendar year shall not exceed 750,000. The Committee may provide, in an
      Agreement or otherwise, that an employee who exercises an Option and pays
      the Option price in whole or in part with Shares then owned by the
      Participant will be entitled to receive another Option covering the same
      number of shares tendered and with a price of no less than Fair Market
      Value on the date of grant of such additional Option ("Reload Option").

            (b) Incentive Stock Options. In addition to the other terms and
      conditions applicable to all Options:

                  (i) the maximum number of shares that may be covered with
            respect to incentive stock options is 8,450,000.

                  (ii)the aggregate Fair Market Value (determined as of the date
            the Option is granted) of the Shares with respect to which Incentive
            Stock Options held by an individual first become exercisable in any
            calendar year (under this Plan and all other incentive stock option
            plans of the Company and its Affiliates) shall not exceed $100,000
            (or such other limit as may be required by the Code) if such
            limitation is necessary to qualify the Option as an Incentive Stock
            Option;


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                  (iii) an Incentive Stock Option shall not be exercisable more
            than 10 years after the date of grant (or such other limit as may be
            required by the Code) if such limitation is necessary to qualify the
            Option as an Incentive Stock Option; and

                  (iv)the Agreement covering an Incentive Stock Option shall
            contain such other terms and provisions which the Committee
            determines necessary to qualify such Option as an Incentive Stock
            Option.

      7.2 Performance Units.

            (a) Initial Award. An Award of Performance Units shall entitle such
      Participant (or a Successor) to future payments of cash, Stock, or a
      combination of cash and Stock, as determined by the Committee and provided
      in the Agreement, based upon the achievement of performance targets
      established by the Committee. Such performance targets may, but need not,
      include without limitation targets relating to one or more of corporate,
      group, unit, Affiliate, or individual performance. The Agreement may
      establish that a portion of a full or maximum amount of an employee's
      Award will be paid for performance which exceeds the minimum target but
      falls below the maximum target applicable to such Award. The Agreement
      shall also provide for the timing of such payment. Following the
      conclusion or acceleration of each Performance Cycle, the Committee shall
      determine the extent to which (i) performance targets have been attained,
      (ii) any other terms and conditions with respect to an Award relating to
      such Performance Cycle have been satisfied, and (iii) payment is due with
      respect to an Award of Performance Units. The maximum payment that can be
      made for awards granted to any one individual shall be $1,000,000 for any
      single or combined performance goals established for a specified
      performance period.

            (b) Acceleration and Adjustment. The Agreement may permit an
      acceleration of the Performance Cycle and an adjustment of performance
      targets and payments with respect to some or all of the Performance Units
      awarded to an employee upon such terms and conditions as shall be set
      forth in the Agreement, upon the occurrence of certain events, which may,
      but need not include without limitation an Event, a Fundamental Change,
      the Participant's death or Retirement or, with respect to payments in
      Stock with respect to Performance Units, a reclassification, stock
      dividend, stock split, or stock combination as provided in Section 13
      hereof.

      7.3 Restricted Stock Awards

            (a) The Committee is authorized to grant, either alone or in
      conjunction with other Awards, stock and stock-based Awards. The Committee
      shall determine the persons to whom such Awards are made, the timing and
      amount of such Awards, and all other terms and conditions. Company Common
      Stock granted to recipients may be unrestricted or may contain such
      restrictions, including provisions requiring forfeiture and imposing
      restrictions upon stock transfer, as the Committee may determine. Unless
      forfeited, the recipient of restricted Common Stock will have all other
      rights of a shareholder, including without limitation, voting and dividend
      rights. No more than 500,000 shares in the form of restricted stock and
      stock shall be issued under the Stock Award Plan.

            (b) An Award of Restricted Stock under the Plan shall consist of
      Shares subject to restrictions on transfer and conditions of forfeiture,
      which restrictions and conditions shall be included in the applicable
      Agreement. The Committee may provide for the lapse or waiver of any such
      restriction or condition based on such factors or criteria as the
      Committee, in its sole discretion, may determine.

            (c) Except as otherwise provided in the applicable Agreement, each
      Stock certificate issued with respect to an Award of Restricted Stock
      shall either be deposited with the Company or its designee, together with
      an assignment separate from the certificate, in blank, signed by the
      Participant, or bear such legends with respect to the restricted nature of
      the Restricted Stock evidenced thereby as shall be provided for in the
      applicable Agreement.

            (d) The Agreement shall describe the terms and conditions by which
      the restrictions and conditions of forfeiture upon awarded Restricted
      Stock shall lapse. Upon the lapse of the restrictions and conditions,
      Shares free of restrictive legends, if any, relating to such restrictions
      shall be issued to the Participant or a Successor or Transferee.

            (e) An employee or a Successor or Transferee with a Restricted Stock
      Award shall have all the other rights of a shareholder including, but not
      limited to, the right to receive dividends and the right to vote the
      Shares of Restricted Stock.

      7.4 Other Awards. The Committee may from time to time grant Stock and
other Awards under the Plan including without limitations those Awards pursuant
to which Shares are or may in the future be acquired, Awards denominated in
Stock units, securities convertible into Stock and Phantom securities. The
Committee, in its sole discretion, shall determine the terms and conditions of
such Awards provided that such Awards shall not be inconsistent with the terms
and purposes of this Plan. The Committee may, at its sole discretion, direct the
Company to issue Shares subject to restrictive legends and/or stop transfer
instructions that are consistent with the terms and conditions of the Award to
which the Shares relate. Furthermore, the Committee may use stock available
under this Plan as payment for compensation, grants or rights and earned or due
under any other compensation plans or arrangements of the Company. No more than
500,000 shares in the form of restricted stock and stock shall be issued under
the Stock Award Plan.


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      8. Terms and Conditions of Outside Director Awards.

      8.1 Outside Directors may, in the discretion of the Board and in
accordance with the terms of this Plan, be granted Awards under this Plan at
various times, including when an Outside Director is first elected or appointed
to the Board, when an Outside Director is re-elected to the Board or at other
times as may be deemed appropriate.

      8.2 Terms of Awards. In addition to the terms set forth in Section 7.1 of
this Plan, Outside Director Awards may contain such other terms and conditions
as the Board determines.

      9. Effective Date of this Plan.

      9.1 Effective Date. This Plan shall become effective as of March 5, 1992,
the date of adoption of this Plan by the Board, provided that this Plan is
approved and ratified by the affirmative vote of the holders of a majority of
the outstanding Shares of Stock present or represented and entitled to vote in
person or by proxy at a meeting of the shareholders of the Company no later than
December 31, 1992.

      9.2 Duration of this Plan. This Plan shall remain in effect until all
Stock subject to it shall be distributed or all Awards have expired or lapsed,
whichever is latest to occur, or this Plan is terminated pursuant to Section 12
hereof. No Award of an Incentive Stock Option shall be made more than 10 years
after the effective date (or such other limit as may be required by the Code) if
such limitation is necessary to qualify the Option as an Incentive Stock Option.
Except with respect to Director Options, the date and time of approval by the
Committee of the granting of an Award (or such other time as the Committee shall
designate) shall be considered the date and time at which such Award is made or
granted, notwithstanding the date of any Agreement with respect to such Award.

      10. Right to Terminate Employment. Nothing in this Plan or in any
Agreement shall confer upon any Employee the right to continue in the employment
of the Company or any Affiliate or affect any right which the Company or any
Affiliate may have to terminate the employment of the Employee with or without
cause.

      11. Tax Withholding. The Company may withhold from any cash payment under
this Plan to an employee or other person (including a Successor or a Transferee)
an amount sufficient to cover any required withholding taxes. The Company shall
have the right to require an employee or other person receiving Stock under this
Plan to pay to the Company a cash amount sufficient to cover any required
withholding taxes. In lieu of all or any part of such a cash payment from a
person receiving Stock under this Plan, the Committee may permit the individual
to elect to cover all or any part of the required withholdings, and to cover any
additional withholdings up to the amount needed to cover the individual's full
FICA and federal, state, and local income tax with respect to income arising
from payment of the Award, through a reduction of the number of Shares delivered
to such individual or a subsequent return to the Company of Shares held by the
Employee or other person, in each case valued in the same manner as used in
computing the withholding taxes under the applicable laws.

      12. Amendment, Modification and Termination of this Plan.

            (a) The Board may at any time and from time to time terminate,
      suspend or modify the Plan. Except as limited in (b) below, the Committee
      may at any time alter or amend any or all Agreements under the Plan to the
      extent permitted by law. However, no such action may, without further
      approval of the shareholders of the Company, be effective if such approval
      is required in order that the Plan conform to the requirements of Code
      Section 422.

            (b) No termination, suspension, or modification of the Plan will
      materially and adversely affect any right acquired by any Participant or
      Successor or Transferee under an Award granted before the date of
      termination, suspension, or modification, unless otherwise agreed to by
      the Participant in the Agreement or otherwise, or required as a matter of
      law; but it will be conclusively presumed that any adjustment for changes
      in capitalization provided for in Plan Sections 7.2 or 13 does not
      adversely affect these rights.

      13. Adjustment for Changes in Capitalization. Appropriate adjustments in
the aggregate number and type of Shares available for Awards under this Plan and
in the number and type of Shares and amount of cash subject to Awards then
outstanding, in the Option price as to any outstanding Options and, subject to
Section 7.2(b) hereof, in outstanding Performance Units and payments with
respect to outstanding Performance Units may be made by the Committee in its
sole discretion to give effect to adjustments made in the number or type of
Shares of the Company through a Fundamental Change (subject to Section 14
hereof), recapitalization, reclassification, stock dividend, stock split, stock
combination, or other relevant change, provided that fractional Shares shall be
rounded to the nearest whole share.

      14. Fundamental Change. In the event of a proposed Fundamental Change: (a)
involving a merger, consolidation, or statutory share exchange, unless
appropriate provision shall be made for the protection of the outstanding
Options by the substitution of options and appropriate voting common stock of
the corporation surviving any such merger or consolidation or, if appropriate,
the parent corporation of the Company or such surviving corporation, to be
issuable upon the exercise of options in lieu of Options and capital stock of
the Company, or (b) involving the dissolution or liquidation of the Company, the
Committee shall declare, at least 20 days prior to the occurrence of the
Fundamental Change, and provide written notice to each holder of an Option of
the declaration, that each outstanding Option, whether or not then exercisable,
shall be canceled at the time of, or immediately prior to the occurrence of the
Fundamental Change in exchange for payment to each holder of an Option, within
ten days after the Fundamental Change, of cash equal to the amount, if any, for
each Share covered by the canceled Option, by which the Fair Market Value (as
defined in this Section) per Share exceeds the exercise price per Share covered
by such Option. At the time of the declaration provided for in the



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immediately preceding sentence, each Option shall immediately become
exercisable in full and each person holding an Option shall have the right,
during the period preceding the time of cancellation of the Option, to exercise
the Option as to all or any part of the Shares covered thereby; provided,
however, that if such Fundamental Change does not become effective, then the
declaration pursuant to this Section 14(b) shall be rescinded, the acceleration
of the exercisibility of the Option pursuant to this Section 14(b) shall be
void, and the Option shall be exercisable in accordance with its terms. In the
event of a declaration pursuant to this Section 14, each outstanding Option that
shall not have been exercised prior to the Fundamental Change shall be canceled
at the time of, or immediately prior to, the Fundamental Change, as provided in
the declaration. Notwithstanding the foregoing, no person holding an Option
shall be entitled to the payment provided for in this Section 14 if such Option
shall have expired pursuant to an Agreement. For purposes of this Section only,
"Fair Market Value" per Share means the cash plus the fair market value, as
determined in good faith by the Committee, of the non-cash consideration to be
received per Share by the shareholders of the Company upon the occurrence of the
Fundamental Change, notwithstanding anything to the contrary provided in this
Plan.

      15. Unfunded Plan. This Plan shall be unfunded and the Company shall not
be required to segregate any assets that may at any time be represented by
Awards under this Plan.

      16. Other Benefit and Compensation Programs. Payments and other benefits
received by an employee under an Award shall not be deemed a part of an
employee's regular, recurring compensation for purposes of any termination,
indemnity, or severance pay laws and shall not be included in, nor have any
effect on, the determination of benefits under any other employee benefit plan,
contract, or similar arrangement provided by the Company or an Affiliate, unless
expressly so provided by such other plan, contract, or arrangement or the
Committee determines that an Award or portion of an Award should be included to
reflect competitive compensation practices or to recognize that an Award has
been made in lieu of a portion of competitive cash compensation.

      17. Beneficiary Upon Employee's Death. To the extent that the transfer of
an employee's Award at death is permitted under an Agreement, (a) an employee's
Award shall be transferable to the beneficiary, if any, designated on forms
prescribed by and filed with the Committee and (b) upon the death of the
Employee, such beneficiary shall succeed to the rights of the Employee to the
extent permitted by law and this Plan. If no such designation of a beneficiary
has been made, the Participant's legal representative shall succeed to the
Awards, which shall be transferable by will or pursuant to laws of descent and
distribution to the extent permitted under an Agreement.

      18. Corporate Mergers, Acquisitions, Etc. The Committee may also grant
Options, Restricted Stock or other Awards under the Plan having terms,
conditions and provisions that vary from those specified in this Plan provided
that any such awards are granted in substitution for, or in connection with the
assumption of, existing options, stock appreciation rights, restricted stock or
other awards granted, awarded or issued by another corporation and assumed or
otherwise agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation to which the Company or a
subsidiary is a party.

      19. Deferrals and Settlements. The Committee may require or permit
Employees to elect to defer the issuance of Shares or the settlement of Awards
in cash under such rules and procedures as it may establish under the Plan. It
may also provide that deferred settlements include the payment or crediting of
interest on the deferral amounts.

      20. Governing Law. To the extent that federal laws do not otherwise
control, this Plan and all determinations made and actions taken pursuant to
this Plan shall be governed by the laws of Minnesota and construed accordingly.



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