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                                 TEKTRONIX, INC.
                            2002 STOCK INCENTIVE PLAN

     1. Purpose. The purpose of this 2002 Stock Incentive Plan (the "Plan") is
to enable Tektronix, Inc. (the "Company") to attract and retain the services of
selected employees, officers and directors of the Company or any parent or
subsidiary of the Company. For purposes of this Plan, a person is considered to
be employed by or in the service of the Company if the person is employed by or
in the service of any entity (the "Employer") that is either the Company or a
parent or subsidiary of the Company.

     2. Shares Subject to the Plan. Subject to adjustment as provided below and
in Section 10, the shares to be offered under the Plan shall consist of Common
Shares of the Company ("Common Stock"), and the total number of shares of Common
Stock that may be issued under the Plan shall be 5,500,000 shares, plus up to
2,500,000 shares of Common Stock that at the time the Plan is approved by
shareholders are available for grant under the Company's Stock Incentive Plan or
1998 Stock Option Plan previously approved by shareholders of the Company
(together, the "Prior Plans"). If an option or Performance-Based Award granted
under the Plan, or an option previously granted under the Prior Plans and
outstanding at the time the Plan is approved by shareholders, expires,
terminates or is canceled, the unissued shares subject to that option or
Performance-Based Award shall again be available under the Plan. If shares
awarded as a bonus pursuant to Section 7 or sold pursuant to Section 8 under the
Plan are forfeited to or repurchased by the Company, the number of shares
forfeited or repurchased shall again be available under the Plan.

     3. Effective Date and Duration of Plan.

          3.1 Effective Date. The Plan shall become effective as of June 20,
2002. No awards shall be made under the Plan until the Plan is approved by
shareholders of the Company in accordance with rules of the New York Stock
Exchange.

          3.2 Duration. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
the shares have lapsed. The Board of Directors may suspend or terminate the Plan
at any time except with respect to options, Performance-Based Awards and shares
subject to restrictions then outstanding under the Plan. Termination shall not
affect any outstanding options, any outstanding Performance-Based Awards or any
right of the Company to repurchase shares or the forfeitability of shares issued
under the Plan.

     4. Administration.

          4.1 Board of Directors. The Plan shall be administered by the Board of
Directors of the Company, which shall determine and designate the individuals to
whom awards shall be made, the amount of the awards and the other terms and
conditions of the awards. Subject to the provisions of the Plan, the Board of
Directors may adopt and amend rules and regulations relating to administration
of the Plan, advance the lapse of any waiting period, accelerate any exercise
date, waive or modify any restriction applicable to shares (except those


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restrictions imposed by law and minimum restriction periods required by Section
8) and make all other determinations in the judgment of the Board of Directors
necessary or desirable for the administration of the Plan. The interpretation
and construction of the provisions of the Plan and related agreements by the
Board of Directors shall be final and conclusive. The Board of Directors may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any related agreement in the manner and to the extent it deems
expedient to carry the Plan into effect, and the Board of Directors shall be the
sole and final judge of such expediency.

          4.2 Committee. The Board of Directors may delegate to any committee of
the Board of Directors (the "Committee") any or all authority for administration
of the Plan. If authority is delegated to the Committee, all references to the
Board of Directors in the Plan shall mean and relate to the Committee, except
(i) as otherwise provided by the Board of Directors and (ii) that only the Board
of Directors may amend or terminate the Plan as provided in Sections 3 and 12 or
delegate all authority to officers pursuant to Section 4.3.

          4.3 Officers. The Board of Directors may delegate to any officer or
officers of the Company authority to grant awards under the Plan, subject to any
restrictions imposed by the Board of Directors.

     5. Types of Awards, Eligibility, Limitations.

          5.1 Types of Awards, Eligibility. The Board of Directors may, from
time to time, take the following actions, separately or in combination, under
the Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in Sections
6.1 and 6.2; (ii) grant options other than Incentive Stock Options
("Non-Statutory Stock Options") as provided in Sections 6.1 and 6.3; (iii) award
stock bonuses as provided in Section 7; (iv) sell shares subject to restrictions
as provided in Section 8; and (v) award Performance-Based Awards as provided in
Section 9. Awards may be made to employees, including employees who are officers
or directors, and to non-employee directors; provided, however, that only
employees of the Company or any parent or subsidiary of the Company (as defined
in subsections 424(e) and 424(f) of the Code) are eligible to receive Incentive
Stock Options under the Plan. The Board of Directors shall select the
individuals to whom awards shall be made and shall specify the action taken with
respect to each individual to whom an award is made.

          5.2 Per Employee Share Limitations. No employee may be granted options
for more than an aggregate of 500,000 shares of Common Stock in the calendar
year in which the employee is hired or 200,000 shares of Common Stock in any
other calendar year.

          5.3 Aggregate Share Limitations for Certain Awards. Notwithstanding
any provision in the Plan, not more than an aggregate of 1,000,000 shares (of
the total shares reserved for the Plan pursuant to Section 2) may be issued
under the Plan as (a) Performance-Based Awards, (b) stock bonuses, (c)
restricted stock or (d) stock options granted with an exercise price less than
fair market value at the time of grant. Of these 1,000,000 shares, not more than
an aggregate of 400,000 shares can be issued as (a) stock bonuses not issued in
lieu of cash compensation, (b) restricted stock awards issued with restriction
periods less than those set forth in Section 8, and (c) stock options granted at
less than fair market value.


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          5.4 Prohibition on Option Repricing. Except as provided in Section 10,
without the prior approval of the Company's shareholders, an option issued under
the Plan may not be repriced by lowering the option exercise price or by
cancellation of an outstanding option with a subsequent replacement or regrant
of an option with a lower exercise price.

     6. Option Grants.

          6.1 General Rules Relating to Options.

               6.1-1 Terms of Grant. The Board of Directors may grant options
under the Plan. With respect to each option grant, the Board of Directors shall
determine the number of shares subject to the option, the exercise price, the
period of the option, the time or times at which the option may be exercised and
whether the option is an Incentive Stock Option or a Non-Statutory Stock Option.
At the time of the grant of an option or at any time thereafter, the Board of
Directors may provide that an optionee who exercised an option with Common Stock
of the Company shall automatically receive a new option to purchase additional
shares equal to the number of shares surrendered and may specify the terms and
conditions of such new options.

               6.1-2 Exercise of Options. Except as provided in Section 6.1-4 or
as determined by the Board of Directors, no option granted under the Plan may be
exercised unless at the time of exercise the optionee is employed by or in the
service of the Company and shall have been so employed or provided such service
continuously since the date the option was granted. Except as provided in
Sections 6.1-4 and 10, options granted under the Plan may be exercised from time
to time over the period stated in each option in amounts and at times prescribed
by the Board of Directors, provided that options may not be exercised for
fractional shares. Unless otherwise determined by the Board of Directors, if an
optionee does not exercise an option in any one year for the full number of
shares to which the optionee is entitled in that year, the optionee's rights
shall be cumulative and the optionee may purchase those shares in any subsequent
year during the term of the option.

               6.1-3 Nontransferability. Each Incentive Stock Option and, unless
otherwise determined by the Board of Directors, each other option granted under
the Plan by its terms (i) shall be nonassignable and nontransferable by the
optionee, either voluntarily or by operation of law, except by will or by the
laws of descent and distribution of the state or country of the optionee's
domicile at the time of death, and (ii) during the optionee's lifetime, shall be
exercisable only by the optionee.

               6.1-4 Termination of Employment or Service.

                    6.1-4(a) General Rule. Unless otherwise determined by the
Board of Directors, if an optionee's employment or service with the Company
terminates for any reason other than because of total disability as provided in
Section 6.1-4(c), or death as provided in Sections 6.1-4(d), his or her option
may be exercised at any time before the expiration date of the option or the
expiration of three months after the date of termination, whichever is the
shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of termination.


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                    6.1-4(b) Termination When Eligible for Retirement On or
After Age 55. Unless otherwise determined by the Board of Directors, in the
event of the termination of an optionee's employment when eligible for
retirement on or after age 55 under the Tektronix Pension Plan (other than
because of death as provided in Section 6.1-4(d) or because of disability as
provided in Section 6.1-4(c), the option may be exercised at any time prior to
the expiration date of the option or the expiration of one year after the date
of such termination, whichever is the shortest period, but only if and to the
extent the optionee was entitled to exercise the option on the date of
termination. The Board of Directors may, in its sole discretion, cancel any such
options at any time prior to the exercise thereof unless the following
conditions are met:

     (i) The optionee shall not render services for any organization or engage
directly or indirectly in any business which, in the judgment of the Chief
Executive Officer of the Company, is or becomes competitive with the Company, or
which is or becomes otherwise prejudicial to or in conflict with the interests
of the Company. The judgment of the Chief Executive Officer shall be based on
the optionee's positions and responsibilities while employed by the Company, the
optionee's post-employment responsibilities and position with the other
organization or business, the extent of past, current and potential competition
or conflict between the Company and the other organization or business, the
effect on the Company's customers, suppliers and competitors of the optionee's
assuming the post-employment position, and such other considerations as are
deemed relevant given the applicable facts and circumstances. The optionee shall
be free, however, to purchase as an investment or otherwise, stock or other
securities of such organization or business so long as they are listed upon a
recognized securities exchange or traded over-the-counter, and such investment
does not represent a substantial investment to the optionee or a greater than 10
percent equity interest in the organization or business.

     (ii) The optionee shall not, without prior written authorization from the
Company, disclose to anyone outside the Company, or use in other than the
Company's business, any confidential information or material, as defined in the
Company's employee confidentiality agreement, relating to the business of the
Company, acquired by the optionee either during or after employment with the
Company.

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

                    6.1-4(c) Termination Because of Disability. Unless otherwise
determined by the Board of Directors, if an optionee's employment or service
with the Company terminates because of disability as defined in the applicable
option agreement, his or her option shall become exercisable in full and may be
exercised at any time before the expiration date of the option or before the
date one year after the date of termination, whichever is the shorter period.


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                    6.1-4(d) Termination Because of Death. Unless otherwise
determined by the Board of Directors, if an optionee dies while employed by or
providing service to the Company, his or her option shall become exercisable in
full and may be exercised at any time before the expiration date of the option
or before the date one year after the date of death, whichever is the shorter
period, but only by the person or persons to whom the optionee's rights under
the option shall pass by the optionee's will or by the laws of descent and
distribution of the state or country of domicile at the time of death.

                    6.1-4(e) Amendment of Exercise Period Applicable to
Termination. The Board of Directors may at any time extend the three months and
one year exercise periods any length of time not longer than the original
expiration date of the option. The Board of Directors may at any time increase
the portion of an option that is exercisable, subject to terms and conditions
determined by the Board of Directors.

                    6.1-4(f) Failure to Exercise Option. To the extent that the
option of any deceased optionee or any optionee whose employment or service
terminates is not exercised within the applicable period, all further rights to
purchase shares pursuant to the option shall cease and terminate.

                    6.1-4(g) Leave of Absence. Absence on leave approved by the
Employer or on account of illness or disability shall not be deemed a
termination or interruption of employment or service. Unless otherwise
determined by the Board of Directors, vesting of options shall continue during a
medical, family or military leave of absence, whether paid or unpaid, and
vesting of options shall be suspended during any other unpaid leave of absence.

               6.1-5 Purchase of Shares.

                    6.1-5(a) Notice of Exercise. Unless the Board of Directors
determines otherwise, shares may be acquired pursuant to an option granted under
the Plan only upon the Company's receipt of written notice from the optionee of
the optionee's binding commitment to purchase shares, specifying the number of
shares the optionee desires to purchase under the option and the date on which
the optionee agrees to complete the transaction, and, if required to comply with
the Securities Act of 1933, containing a representation that it is the
optionee's intention to acquire the shares for investment and not with a view to
distribution.

                    6.1-5(b) Payment. Unless the Board of Directors determines
otherwise, on or before the date specified for completion of the purchase of
shares pursuant to an option exercise, the optionee must pay the Company the
full purchase price of those shares in cash or by check or, with the consent of
the Board of Directors, in whole or in part, in Common Stock of the Company
valued at fair market value, restricted stock or other contingent awards
denominated in either stock or cash, promissory notes and other forms of
consideration. Unless otherwise determined by the Board of Directors, any Common
Stock provided in payment of the purchase price must have been previously
acquired and held by the optionee for at least six months. The fair market value
of Common Stock provided in payment of the purchase price shall be the closing
price of the Common Stock last reported before the time payment in Common Stock
is made or, if earlier, committed to be made, if the Common Stock is publicly
traded, or another value of the Common Stock as specified by the Board of
Directors. No shares shall be


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issued until full payment for the shares has been made, including all amounts
owed for tax withholding.

                    6.1-5(c) Tax Withholding. Each optionee who has exercised an
option shall, immediately upon notification of the amount due, if any, pay to
the Company in cash or by check amounts necessary to satisfy any applicable
federal, state and local tax withholding requirements. If additional withholding
is or becomes required (as a result of exercise of an option or as a result of
disposition of shares acquired pursuant to exercise of an option) beyond any
amount deposited before delivery of the certificates, the optionee shall pay
such amount, in cash or by check, to the Company on demand. If the optionee
fails to pay the amount demanded, the Company or the Employer may withhold that
amount from other amounts payable to the optionee, including salary, subject to
applicable law. With the consent of the Board of Directors, an optionee may
satisfy this obligation, in whole or in part, by instructing the Company to
withhold from the shares to be issued upon exercise or by delivering to the
Company other shares of Common Stock; provided, however, that the number of
shares so withheld or delivered shall not exceed the minimum amount necessary to
satisfy the required withholding obligation.

                    6.1-5(d) Reduction of Reserved Shares. Upon the exercise of
an option, the number of shares reserved for issuance under the Plan shall be
reduced by the number of shares issued upon exercise of the option (less the
number of any shares surrendered in payment for the exercise price or withheld
to satisfy withholding requirements).

               6.1-6 Limitations on Grants to Non-Exempt Employees. Unless
otherwise determined by the Board of Directors, if an employee of the Company or
any parent or subsidiary of the Company is a non-exempt employee subject to the
overtime compensation provisions of Section 7 of the Fair Labor Standards Act
(the "FLSA"), any option granted to that employee shall be subject to the
following restrictions: (i) the option price shall be at least 85 percent of the
fair market value, as described in Section 6.2-4, of the Common Stock subject to
the option on the date it is granted; and (ii) the option shall not be
exercisable until at least six months after the date it is granted; subject to
exceptions in the FLSA.

          6.2 Incentive Stock Options. Incentive Stock Options shall be subject
to the following additional terms and conditions:

               6.2-1 Limitation on Amount of Grants. If the aggregate fair
market value of stock (determined as of the date the option is granted) for
which Incentive Stock Options granted under this Plan (and any other stock
incentive plan of the Company or its parent or subsidiary corporations, as
defined in subsections 424(e) and 424(f) of the Code) are exercisable for the
first time by an employee during any calendar year exceeds $100,000, the portion
of the option or options not exceeding $100,000, to the extent of whole shares,
will be treated as an Incentive Stock Option and the remaining portion of the
option or options will be treated as a Non-Statutory Stock Option. The preceding
sentence will be applied by taking options into account in the order in which
they were granted. If, under the $100,000 limitation, a portion of an option is
treated as an Incentive Stock Option and the remaining portion of the option is
treated as a Non-Statutory Stock Option, unless the optionee designates
otherwise at the time of exercise, the optionee's exercise of all or a portion
of the option will be treated as the exercise of


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the Incentive Stock Option portion of the option to the full extent permitted
under the $100,000 limitation. If an optionee exercises an option that is
treated as in part an Incentive Stock Option and in part a Non-Statutory Stock
Option, the Company will designate the portion of the stock acquired pursuant to
the exercise of the Incentive Stock Option portion as Incentive Stock Option
stock by issuing a separate certificate for that portion of the stock and
identifying the certificate as Incentive Stock Option stock in its stock
records.

               6.2-2 Limitations on Grants to 10 percent Shareholders. An
Incentive Stock Option may be granted under the Plan to an employee possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or any parent or subsidiary (as defined in subsections 424(e) and
424(f) of the Code) only if the option price is at least 110 percent of the fair
market value, as described in Section 6.2-4, of the Common Stock subject to the
option on the date it is granted and the option by its terms is not exercisable
after the expiration of five years from the date it is granted.

               6.2-3 Duration of Options. Subject to Sections 6.1-2, 6.1-4 and
6.2-2, Incentive Stock Options granted under the Plan shall continue in effect
for the period fixed by the Board of Directors, except that by its terms no
Incentive Stock Option shall be exercisable after the expiration of 10 years
from the date it is granted.

               6.2-4 Option Price. The option price per share shall be
determined by the Board of Directors at the time of grant. Except as provided in
Section 6.2-2, the option price shall not be less than 100 percent of the fair
market value of the Common Stock covered by the Incentive Stock Option at the
date the option is granted. The option price shall not be less than 100 percent
of the fair market value of the Common Stock covered by the Non-Statutory Stock
Option at the date the option is granted, except that the Board of Directors may
grant options with an exercise price determined by the Board of Directors that
is less than fair market value to the extent permitted by Section 5.3. The fair
market value shall be the closing price of the Common Stock last reported before
the time the option is granted, if the stock is publicly traded, or another
value of the Common Stock as specified by the Board of Directors.

               6.2-5 Limitation on Time of Grant. No Incentive Stock Option
shall be granted on or after the tenth anniversary of the last action by the
Board of Directors adopting the Plan or approving an increase in the number of
shares available for issuance under the Plan, which action was subsequently
approved within 12 months by the shareholders.

               6.2-6 Early Dispositions. If within two years after an Incentive
Stock Option is granted or within 12 months after an Incentive Stock Option is
exercised, the optionee sells or otherwise disposes of Common Stock acquired on
exercise of the Option, the optionee shall within 30 days of the sale or
disposition notify the Company in writing of (i) the date of the sale or
disposition, (ii) the amount realized on the sale or disposition and (iii) the
nature of the disposition (e.g., sale, gift, etc.).

          6.3 Non-Statutory Stock Options. Non-Statutory Stock Options shall be
subject to the following terms and conditions, in addition to those set forth in
Section 6.1 above:


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               6.3-1 Option Price. The option price for Non-Statutory Stock
Options shall be determined by the Board of Directors at the time of grant. All
options shall be granted at an option price not less than 100 percent of the
fair market value of the Common Stock covered by the Non-Statutory Stock Option
at the date the option is granted, except that the Board of Directors may grant
a limited number of options with an exercise price determined by the Board of
Directors that is less than fair market value to the extent permitted by Section
5.3.

               6.3-2 Duration of Options. Non-Statutory Stock Options granted
under the Plan shall continue in effect for the period fixed by the Board of
Directors, except that no Non-statutory Option shall be exercisable after the
expiration of 10 years from the date it is granted.

     7. Stock Bonuses. Subject to the share limitation in Section 5.3, the Board
of Directors may award shares under the Plan as stock bonuses. Shares awarded as
a bonus shall be subject to the terms, conditions and restrictions determined by
the Board of Directors. The restrictions may include restrictions concerning
transferability and forfeiture of the shares awarded, together with any other
restrictions determined by the Board of Directors. Except to the extent
permitted by the last sentence of Section 5.3, stock bonuses that are not
subject to any restrictions concerning transferability or forfeitability to the
Company shall be issued only in lieu of cash compensation (including salary or
any bonus) where the Company would otherwise have paid a determinable amount of
cash to the grantee. The Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the recipient to pay
any monetary consideration other than amounts necessary to satisfy tax
withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares awarded shall bear any legends required
by the Board of Directors. The Company may require any recipient of a stock
bonus to pay to the Company in cash or by check upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If
the recipient fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the recipient, including
salary, subject to applicable law. With the consent of the Board of Directors, a
recipient may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of a stock bonus, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.

     8. Restricted Stock. Subject to the share limitation in Section 5.3, the
Board of Directors may issue shares under the Plan for any consideration
(including promissory notes and services) determined by the Board of Directors.
Shares issued under the Plan shall be subject to the terms, conditions and
restrictions determined by the Board of Directors. Subject to the last sentence
of this Section 8, the restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the shares issued,
together with any other restrictions determined by the Board of Directors. All
Common Stock issued pursuant to this Section 8 shall be subject to a purchase
agreement, which shall be executed by the Company and the prospective purchaser
of the shares before the delivery of certificates representing the shares


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to the purchaser. The purchase agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares shall bear any legends required by the
Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash or by check upon demand amounts necessary to satisfy
any applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the purchaser, including
salary, subject to applicable law. With the consent of the Board of Directors, a
purchaser may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of restricted stock, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations. Except to the extent permitted by the last
sentence of Section 5.3, restricted stock shall be nontransferable and subject
to repurchase by or forfeiture to the Company during a restriction period
specified by the Board of Directors at the time of grant and (a) with respect to
restricted stock that becomes unrestricted based on performance of the Company
under criteria determined by the Board of Directors at the time of grant, the
minimum restriction period shall be one year from the award date of the
restricted stock, (b) with respect to shares that become unrestricted based upon
the grantee's continued employment with the Company, the minimum restriction
period shall be the three years from the date of grant (except that the
restrictions can lapse as to shares in installments during the three year period
as determined by the Board of Directors) and (c) at the discretion of the Board
of Directors, these minimum restriction periods shall not apply in the event of
the grantee's death, disability or termination of employment or in connection
with certain transactions that may involve a change of control of the Company as
determined by the Board of Directors.

     9. Performance-Based Awards. Subject to the share limitation in Section
5.3, the Board of Directors may grant awards intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code and the
regulations thereunder ("Performance-Based Awards"). Performance-Based Awards
shall be denominated at the time of grant either in Common Stock ("Stock
Performance Awards") or in dollar amounts ("Dollar Performance Awards"). Payment
under a Stock Performance Award or a Dollar Performance Award shall be made, at
the discretion of the Board of Directors, in Common Stock ("Performance
Shares"), or in cash or in any combination thereof. Performance-Based Awards
shall be subject to the following terms and conditions:

          9.1 Award Period. The Board of Directors shall determine the period of
time for which a Performance-Based Award is made (the "Award Period").

          9.2 Performance Goals and Payment. The Board of Directors shall
establish in writing objectives ("Performance Goals") that must be met by the
Company or any subsidiary, division or other unit of the Company ("Business
Unit") during the Award Period as a condition to payment being made under the
Performance-Based Award. The Performance Goals for each award shall be one or
more targeted levels of performance with respect to one or more of the following
objective measures with respect to the Company or any Business Unit: earnings,


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earnings per share, stock price increase, total shareholder return (stock price
increase plus dividends), return on equity, return on assets, return on capital,
economic value added, revenues, operating income, inventories, inventory turns,
cash flows, specific business objectives in alignment with the Company's
business plan or any of the foregoing before the effect of acquisitions,
divestitures, accounting changes, and restructuring and special charges
(determined according to criteria established by the Board of Directors). The
Board of Directors shall also establish the number of Performance Shares or the
amount of cash payment to be made under a Performance-Based Award if the
Performance Goals are met or exceeded, including the fixing of a maximum payment
(subject to Section 9.4). The Board of Directors may establish other
restrictions to payment under a Performance-Based Award, such as a continued
employment requirement, in addition to satisfaction of the Performance Goals.
Some or all of the Performance Shares may be issued at the time of the award as
restricted shares subject to forfeiture in whole or in part if Performance Goals
or, if applicable, other restrictions are not satisfied.

          9.3 Computation of Payment. During or after an Award Period, the
performance of the Company or Business Unit, as applicable, during the period
shall be measured against the Performance Goals. If the Performance Goals are
not met, no payment shall be made under a Performance-Based Award. If the
Performance Goals are met or exceeded, the Board of Directors shall certify that
fact in writing and certify the number of Performance Shares earned or the
amount of cash payment to be made under the terms of the Performance-Based
Award.

          9.4 Maximum Awards. No participant may receive in any fiscal year
Stock Performance Awards under which the aggregate amount payable under the
Awards exceeds the equivalent of 200,000 shares of Common Stock or Dollar
Performance Awards under which the aggregate amount payable under the Awards
exceeds $4,000,000.

          9.5 Tax Withholding. Each participant who has received Performance
Shares shall, upon notification of the amount due, pay to the Company in cash or
by check amounts necessary to satisfy any applicable federal, state and local
tax withholding requirements. If the participant fails to pay the amount
demanded, the Company or the Employer may withhold that amount from other
amounts payable to the participant, including salary, subject to applicable law.
With the consent of the Board of Directors, a participant may satisfy this
obligation, in whole or in part, by instructing the Company to withhold from any
shares to be issued or by delivering to the Company other shares of Common
Stock; provided, however, that the number of shares so delivered or withheld
shall not exceed the minimum amount necessary to satisfy the required
withholding obligation.

          9.6 Effect on Shares Available. The payment of a Performance-Based
Award in cash shall not reduce the number of shares of Common Stock reserved for
issuance under the Plan. The number of shares of Common Stock reserved for
issuance under the Plan shall be reduced by the number of shares issued upon
payment of an award, less the number of shares delivered or withheld to satisfy
withholding obligations.


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<PAGE>

     10. Changes in Capital Structure.

          10.1 Stock Splits, Stock Dividends. If the outstanding Common Stock of
the Company is hereafter increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company by
reason of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares available for grants
under the Plan and in all other share amounts set forth in the Plan. In
addition, the Board of Directors shall make appropriate adjustment in the number
and kind of shares as to which outstanding options, or portions thereof then
unexercised, shall be exercisable, so that the optionee's proportionate interest
before and after the occurrence of the event is maintained. Notwithstanding the
foregoing, the Board of Directors shall have no obligation to effect any
adjustment that would or might result in the issuance of fractional shares, and
any fractional shares resulting from any adjustment may be disregarded or
provided for in any manner determined by the Board of Directors. Any such
adjustments made by the Board of Directors shall be conclusive.

          10.2 Mergers, Reorganizations, Etc. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, split-up,
split-off, spin-off, reorganization or liquidation to which the Company is a
party or any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the assets of
the Company (each, a "Transaction"), the Board of Directors shall, in its sole
discretion and to the extent possible under the structure of the Transaction,
select one of the following alternatives for treating outstanding options under
the Plan:

               10.2-1 Outstanding options shall remain in effect in accordance
with their terms.

               10.2-2 Outstanding options shall be converted into options to
purchase stock in one or more of the corporations, including the Company, that
are the surviving or acquiring corporations in the Transaction. The amount, type
of securities subject thereto and exercise price of the converted options shall
be determined by the Board of Directors of the Company, taking into account the
relative values of the companies involved in the Transaction and the exchange
rate, if any, used in determining shares of the surviving corporation(s) to be
held by holders of shares of the Company following the Transaction. Unless
otherwise determined by the Board of Directors, the converted options shall be
vested only to the extent that the vesting requirements relating to options
granted hereunder have been satisfied.

               10.2-3 The Board of Directors shall provide a period of 30 days
or less before the completion of the Transaction during which outstanding
options may be exercised to the extent then exercisable, and upon the expiration
of that period, all unexercised options shall immediately terminate. The Board
of Directors may, in its sole discretion accelerate the exercisability of
options so that they are exercisable in full during that period.

          10.3 Dissolution of the Company. In the event of the dissolution of
the Company, options shall be treated in accordance with Section 10.2-3.


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<PAGE>

          10.4 Rights Issued by Another Corporation. The Board of Directors may
also grant options and stock bonuses and Performance-Based Awards and issue
restricted stock under the Plan with terms, conditions and provisions that vary
from those specified in the Plan, provided that any such awards are granted in
substitution for, or in connection with the assumption of, existing options,
stock bonuses, Performance-Based Awards and restricted stock 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.

     11. Foreign Qualified Grants. Awards under the Plan may be granted to such
employees of the Company and its subsidiaries who are residing in foreign
jurisdictions as the Board of Directors may determine from time to time. The
Board of Directors may adopt such supplements to the Plan as may be necessary to
comply with the applicable laws of such foreign jurisdictions and to afford
participants favorable treatment under such laws; provided, however, that no
award shall be granted under any such supplement with terms which are more
beneficial to the participants than the terms permitted by the Plan.

     12. Amendment of the Plan. The Board of Directors may at any time modify or
amend the Plan in any respect, except that, other than as provided in Section
10, shareholder approval shall be required for (a) any increase in the number of
shares reserved for the Plan, (b) any increase in the number of shares referred
to in the last sentence of Section 5.3 to a number that exceeds 5% of the total
shares reserved for the Plan, (c) any amendment to Section 5.4, (d) any
amendment to Section 6.3-1 and (e) any amendment to this Section 12. No change
in an award already granted shall be made without the written consent of the
holder of the award if the change would adversely affect the holder.

     13. Approvals. The Company's obligations under the Plan are subject to the
approval of state and federal authorities or agencies with jurisdiction in the
matter. The Company will use its best efforts to take steps required by state or
federal law or applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange on which the Company's
shares may then be listed, in connection with the grants under the Plan. The
foregoing notwithstanding, the Company shall not be obligated to issue or
deliver Common Stock under the Plan if such issuance or delivery would violate
state or federal securities laws.

     14. Employment and Service Rights. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of an Employer or interfere in any way with the
Employer's right to terminate the employee's employment at will at any time, for
any reason, with or without cause, or to decrease the employee's compensation or
benefits, or (ii) confer upon any person engaged by an Employer any right to be
retained or employed by the Employer or to the continuation, extension, renewal
or modification of any compensation, contract or arrangement with or by the
Employer.

     15. Rights as a Shareholder. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any shares of Common Stock
until the date the recipient becomes the holder of record of those shares.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date occurs before the date
the recipient becomes the holder of record.


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