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                                   ECOLAB INC.

                            1977 STOCK INCENTIVE PLAN

                         As Amended and Restated Through

                                  May 12, 2000

1.       Purposes

         The purposes of the Plan are to provide additional incentive for such
         Key Employees of the Company, its subsidiaries and divisions, as may be
         designated for participation in the Plan, by authorizing payment of
         incentive compensation in shares of Common Stock and by encouraging
         such Key Employees to invest in shares of Common Stock, thereby
         furthering their identity of interest with the interest of the
         Company's stockholders, increasing their stake in the future growth and
         prosperity of the Company and stimulating and sustaining constructive
         and imaginative thinking; and to enable the Company, by offering
         comparable incentives, to induce the employment and continued
         employment of Key Employees and to compete with other organizations in
         attracting and retaining the services of competent executives.

2.       Definitions

         Unless otherwise required by the context, the following terms, when
         used in the Plan, shall have the meanings set forth in this section 2.

         Amendment Agreement: An agreement entered into between the Corporation
         and an employee of the Corporation or a Subsidiary in order to amend a
         Stock Incentive agreement relating to the Plan.

         Board of Directors or Board:  The Board of Directors of the Company.

         Committee: Such committee or committees as shall be appointed by the
         Board of Directors to administer the Plan pursuant to the provisions of
         section 10.

         Common Stock: The Common Stock of the Company, par value $1.00 per
         share, or such other class of shares or other securities as may be
         applicable pursuant to the provisions of section 8.

         Company:  Ecolab Inc., a Delaware corporation.

         Fair Market Value: As applied to any date, shall be the mean of the
         high and low selling prices of Common Stock, as reported on the
         principal stock exchange on which such stock is listed and traded, or
         if the stock is not listed on an exchange, then Fair Market Value shall
         be the mean of the representative bid and asked quotations for such
         stock in the over-the-counter market on such date, or if no such sales
         were made on such date, on the next preceding date on which there

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         were such sales of Common Stock on such Exchange or in the
         over-the-counter market, provided, however, that if such method of
         determining Fair Market Value shall not be consistent with regulations
         of the Treasury Department at the time applicable to the determination
         of Fair Market Value in respect of a Stock Incentive, Fair Market Value
         in the case of such Stock Incentive shall be determined in accordance
         with such regulations and shall mean the value as so determined.

         ISO: An Option which is intended to qualify as an incentive stock
         option under Section 422A of the Internal Revenue Code.

         Key Employee: An employee of the Company or of a Subsidiary, including
         an officer or director who is an employee, who in the opinion of the
         Committee can contribute significantly to the growth and successful
         operations of the Company or a Subsidiary. The recommendation of the
         grant of a Stock Incentive to an employee by the Committee shall be
         deemed a determination by the Committee that such employee is a Key
         Employee.

         Nonqualified Stock Option: An Option which is not intended to qualify
         as an incentive stock option under Section 422A of the Internal Revenue
         Code.

         Option:  A Nonqualified Stock Option or an ISO.

         Plan: The Ecolab Inc. 1977 Stock Incentive Plan herein set forth as the
         same may from time to time be amended.

         Stock Appreciation Right: A right to receive a number of shares of
         Common Stock or, at the election of the Company, cash, in either event
         based on the increase in the Fair Market Value of the number of shares
         of Common Stock subject to such right as set forth in section 6.

         Stock Award: An issuance or transfer of shares of Common Stock or an
         undertaking to issue or transfer such shares in the future as set forth
         in section 7.

         Stock Incentive: An incentive granted under the Plan in one of the
         forms provided for in section 3.

         Subsidiary: A corporation or other form of business association of
         which shares (or other ownership interests) having 50% or more of the
         voting power are owned or controlled, directly or indirectly, by the
         Company. Provided, that for the purpose of the continued effectiveness
         of Stock Incentives granted to Key Employees of the Corporation or a
         Subsidiary prior to the employment of such Key Employees by a joint
         venture entity organized by the Corporation and Henkel KGaA ("the Joint
         Venture Entities"), such Joint Venture Entities, for such initial
         period as the Corporation, directly or indirectly, owns or controls
         shares or other ownership interests having 20% or

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         more of the voting power of such Joint Venture Entity, shall be deemed
         to be a Subsidiary with respect to such Key Employees who have entered
         into an Amendment Agreement with terms and conditions satisfactory to
         the General Counsel of the Corporation.

3.       Grants of Stock Incentives

         (a)      Subject to the provisions of the Plan, the Committee may at
                  any time, or from time to time, grant Stock Incentives under
                  this Plan to, and only to, Key Employees, provided, however,
                  that no Stock Incentive shall be granted to a Key Employee who
                  at the time of such grant is a member of the Board of
                  Directors except by or upon the recommendation of the
                  Committee, or by a majority of disinterested members of the
                  Board as provided in paragraph (b) of section 10.

         (b)      Stock Incentives may be granted in the following forms:

                  (i)      an Option, which may be an ISO or a Nonqualified
                           Stock Option, in accordance with section 5, or
                  (ii)     a Stock Appreciation Right or Limited Right, in
                           accordance with section 6, or
                  (iii)    a Stock Award, in accordance with section 7, or
                  (iv)     a combination of any of the foregoing.

4.       Stock Subject to the Plan

         (a)      Subject to the provisions of paragraph (c) of this section 4
                  and of section 8, the aggregate number of shares of Common
                  Stock which may be issued or transferred pursuant to Stock
                  Incentives granted under the Plan shall not exceed 2,382,115
                  shares of Common Stock.

         (b)      Authorized but unissued shares of Common Stock and shares of
                  Common Stock held in the treasury, whether acquired by the
                  Company specifically for use under the Plan or otherwise, may
                  be used, as the Board of Directors may from time to time
                  determine, for purposes of the Plan, provided, however, that
                  any shares acquired or held by the Company for the purposes of
                  the Plan shall be and at all times remain treasury shares of
                  the Company, irrespective of whether such shares are entered
                  in a special account for purposes of the Plan, and shall be
                  available for any corporate purpose unless and until
                  transferred to a Key Employee in accordance with the terms and
                  conditions of a Stock Incentive.

         (c)      If any shares of Common Stock subject to a Stock Incentive
                  shall not be issued or transferred and shall cease to be
                  issuable or transferable because of the termination, in whole
                  or in part, of such Stock Incentive or, subject to the
                  provisions of paragraph (h) of section 5 and paragraph (d) of
                  section

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                  6, for any other reason, or if any such shares shall, after
                  issuance or transfer, be reacquired by the Company or a
                  Subsidiary because of an employee's failure to comply with the
                  terms and conditions of a Stock Incentive, the shares not so
                  issued or transferred, or the shares so reacquired by the
                  Company or a Subsidiary, shall no longer be charged against
                  the limitation provided for in paragraph (a) of this section 4
                  and may again be made subject to Stock Incentives.

5.       Options

         Stock Incentives in the form of Options shall be subject to the
         following provisions:

         (a)      The per share Option exercise price shall be determined by the
                  Committee from time to time, but in no instance shall be less
                  than the Fair Market Value of a share of Common Stock on the
                  date the Option shall be granted.

         (b)      Each Option shall expire at such time as is determined by the
                  Committee, which determination shall be made at the time such
                  Option is granted. No ISO shall expire later than ten years
                  from the date such ISO shall be granted, and no Nonqualified
                  Stock Option shall expire more than ten years and three months
                  from the date such Nonqualified Stock Option shall be granted.
                  When an Option is granted for a term of less than the maximum
                  term specified in the foregoing sentence, the Committee may,
                  with the holder's consent and at any time prior to the
                  expiration of the Option, extend its term for a period which,
                  when added to the original term of the Option, shall not be
                  longer than such maximum term.

         (c)      The Option may be exercised solely by the person to whom
                  granted except as hereinafter provided in the case of such
                  person's death or in Section 11(g) below. Except as provided
                  in Section 11(g), during the lifetime of the optionee, the
                  Option and any rights and privileges pertaining thereto shall
                  not be transferred, assigned, pledged or hypothecated in any
                  way, whether by operation of law or otherwise, and shall not
                  be subject to execution, attachment or similar process.

         (d)      The optionee must complete twelve months of continuous
                  employment with the Company or a Subsidiary, or both,
                  immediately following the date on which the Option shall be
                  granted before any part of the Option may be exercised by him.
                  Whether authorized leave of absence or absence for military or
                  government service shall constitute termination of employment
                  or interruption of continuous employment for the purposes of
                  the Plan shall be determined by the Committee on an individual
                  basis.

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         (e)      After the completion of the required period of employment, and
                  subject to the terms of the Option, the Option may be
                  exercised, in whole or in part, from time to time during the
                  balance of the term of the Option. The Committee may, in its
                  discretion, accelerate the date on which all or any portion of
                  an Option becomes exercisable, provided, however, that no ISO
                  granted prior to January 1, 1987 shall be exercisable while
                  there is outstanding any incentive stock option which was
                  granted before the granting of such ISO, to purchase stock in
                  the Company or in a corporation which at the date of such ISO
                  is a parent or subsidiary of the Company or the predecessor of
                  any such corporation.

         (f)      The Option shall terminate if and when the optionee shall
                  cease to be an employee of the Company or its Subsidiaries,
                  except as follows:

                  (i)      If employment of the optionee by the Company or its
                           Subsidiaries shall be terminated, upon the retirement
                           or disability of the optionee under a retirement,
                           pension or disability plan approved by the Board or
                           the Committee, after he shall have completed twelve
                           months of continuous employment following the date
                           upon which the Option was granted, then the Option
                           shall be exercisable within such period as shall be
                           set forth in the Option grant, but not later than
                           three years after the date of termination of
                           employment and not after the expiration of the
                           specific period fixed in the Option grant as in
                           effect at the time.

                  (ii)     If the optionee shall die while in the employ of the
                           Company or a Subsidiary, or within three months of
                           the termination of his employment with the Company or
                           its Subsidiaries after he shall have completed twelve
                           months of continuous employment following the date
                           upon which the Option was granted, then the Option
                           shall be exercisable within such period as shall be
                           set forth in the Option grant by such person or
                           persons as shall have acquired the optionee's rights
                           under the Option by Will or by the laws of descent
                           and distribution, but not later than three years
                           after the date of death and not after the expiration
                           of the specific period fixed in the Option grant as
                           in effect at the time.

                  (iii)    If employment of the optionee by the Company or its
                           Subsidiaries shall have terminated for any reason
                           other than those specified in subparagraphs (f)(i)
                           and (f)(ii) above and after he shall have completed
                           at least twelve months of continuous employment
                           following the date upon which the Option is granted,
                           subject to subparagraph (f)(ii) above, the Option
                           shall be exercisable by him only within the three
                           months after such termination, but not after the
                           expiration of the term of the Option.

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         (g)      (i)      Shares purchased under the Option shall be paid for
                           in full, in cash or such other forms of payment as
                           are approved by the Committee, at the time of the
                           exercise of the Option as to such shares, including,
                           but not limited to, by tender or attestation as to
                           ownership of shares of Common Stock that have been
                           held for the period of time necessary to avoid a
                           charge to the Company's earnings for financial
                           reporting purposes and that are otherwise acceptable
                           to the Committee. For purposes of such payment, any
                           shares so tendered or covered by an attestation will
                           be valued at their Fair Market Value on the exercise
                           date.

                  (ii)     The Committee may, in its sole discretion, permit an
                           optionee to exercise an Option (other than an ISO
                           granted prior to May 12, 1988) by delivering to the
                           Company a properly executed Broker Exercise Notice in
                           form and substance acceptable to the Committee. This
                           Broker Exercise Notice shall contain irrevocable
                           instructions from the optionee to the Company to
                           issue to a broker the stock certificates for the
                           shares to be purchased upon exercise of the Option,
                           and the Company shall, if the Committee decides to
                           permit the Option to be exercised in this manner,
                           acknowledge to the broker that the Company consents
                           to such procedure. In addition, the Broker Exercise
                           Notice shall contain or be accompanied by irrevocable
                           instructions from the optionee to such broker to sell
                           a number of shares of Common Stock, or loan to the
                           optionee an amount, sufficient to pay the exercise
                           price of the Option and any withholding obligations
                           due upon such exercise and to promptly deliver to the
                           Company the amount of such sale or loan proceeds.

         (h)      The Option agreements or Option grants authorized by the Plan
                  may contain such other provisions as the Committee shall deem
                  advisable. Without limiting the foregoing and if so provided
                  in the Option, or if so authorized by the Committee and
                  subject to such terms and conditions as are specified in the
                  Option or by the Committee, the Company may, with the consent
                  of the holder of the Option, and at any time or from time to
                  time, cancel all or a portion of the Option then subject to
                  exercise and discharge its obligation in respect of the Option
                  either by payment to the holder of an amount of money equal to
                  the excess, if any, of the Fair Market Value, at such time or
                  times, of the shares subject to the portion of the Option so
                  cancelled over the aggregate purchase price of such shares, or
                  by issuance or transfer to the holder of shares of Common
                  Stock with a Fair Market Value, at such time or times, equal
                  to any such excess, or by a combination of cash and shares.
                  The number of shares of Common Stock subject to the Option, or
                  portion thereof, so cancelled shall, in the event that a
                  payment of money or transfer of shares is made by the Company
                  in

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                  respect of such cancellation, be charged against the maximum
                  limitation set forth in paragraph (a) of section 4.

         (i)      Options may be granted under the Plan from time to time in
                  substitution for stock options held by employees of other
                  corporations who are about to become employees of the Company
                  or a Subsidiary as the result of a merger or consolidation of
                  the employing corporation with the Company or a Subsidiary, or
                  the acquisition by the Company or a Subsidiary of the assets
                  of the employing corporation, or the acquisition by the
                  Company or a Subsidiary of stock of the employing corporation
                  as the result of which it becomes a Subsidiary. The terms and
                  conditions of the substitute Options so granted may vary from
                  the terms and conditions set forth in paragraphs (a) through
                  (h) of this section 5 to such extent as the Board of Directors
                  at the time of grant may deem appropriate to conform, in whole
                  or in part, to the provision of the options in substitution
                  for which they are granted. This paragraph shall not require
                  the Company to grant Options under the Plan to any such
                  persons, nor shall it prohibit the Company from assuming any
                  options as a part of any acquisition, merger, or
                  consolidation.

         (j)      (i)      The aggregate Fair Market Value, determined as of the
                           date an Option is granted, of the Common Stock for
                           which a Key Employee may be granted ISOs in any
                           calendar year after December 31, 1980 and prior to
                           January 1, 1987, under all stock option plans of the
                           Company and its Subsidiaries shall not exceed
                           $100,000 plus any unused limit carryover to such year
                           (within the meaning of Section 422A of the Internal
                           Revenue Code).

                  (ii)     With respect to ISOs granted on or after January 1,
                           1987, the aggregate Fair Market Value, determined as
                           of the date an ISO is granted, of the Common Stock
                           with respect to which incentive stock options (within
                           the meaning of Section 422A of the Internal Revenue
                           Code) are exercisable for the first time by an
                           optionee during any calendar year (under the Plan and
                           any other incentive stock option plans of the Company
                           and any parent corporation (within the meaning of
                           Section 425(e) of the Internal Revenue Code) or
                           Subsidiary) shall not exceed $100,000.

         (k)      The Committee may, with the consent of the optionee affected
                  thereby, accept the surrender of any outstanding Option, to
                  the extent not previously exercised, and the Committee may
                  authorize the grant of new Options in substitution therefor to
                  the extent not previously exercised.

6.       Stock Appreciation Rights and Limited Rights

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         (a)      Stock Appreciation Rights may be granted in connection with
                  any Option granted under the Plan, either at the time of the
                  grant of such Option or at any time thereafter during the term
                  of the Option, or may be granted independently of the grant of
                  an Option.

         (b)      If granted in connection with an Option, Stock Appreciation
                  Rights shall entitle the holder of the related Option, upon
                  exercise of the Stock Appreciation Rights, to surrender the
                  Option, or any portion thereof, to the extent unexercised, and
                  to receive a number of shares of Common Stock, or cash,
                  determined pursuant to paragraph (c)(iii) of this section 6.
                  Such Option shall, to the extent so surrendered, thereupon
                  cease to be exercisable. If granted independently of an
                  Option, Stock Appreciation Rights shall entitle the holder of
                  the Stock Appreciation Rights to receive a number of shares of
                  common Stock, or cash, determined pursuant to paragraph
                  (c)(iii) of this section 6.

         (c)      Stock Appreciation Rights shall be subject to the following
                  terms and conditions and to such other terms and conditions
                  not inconsistent with the Plan as shall from time to time be
                  approved by the Committee.

                  (i)      If granted in connection with an Option, Stock
                           Appreciation Rights shall be exercisable at such time
                           or times and to the extent, but only to the extent,
                           that the Option to which they relate shall be
                           exercisable. If granted independently of an Option,
                           Stock Appreciation Rights shall be exercisable at
                           such time or times as shall be determined by the
                           Committee at the time of the grant of the Stock
                           Appreciation Rights but in no event later than three
                           months after the employment of the holder of the
                           Stock Appreciation Rights by the Company or a
                           Subsidiary shall have terminated other than by reason
                           of death or by reason of retirement or disability
                           under a retirement, pension or disability plan
                           approved by the Board or the Committee. In the event
                           of termination of employment by reason of death,
                           Stock Appreciation Rights shall be exercisable by the
                           beneficiary designated pursuant to paragraph (g) of
                           section 11 no later than three years after such
                           termination of employment. In the event of
                           termination of employment by reason of retirement or
                           disability under a plan specified above, Stock
                           Appreciation Rights shall be exercisable no later
                           than three years after such termination of
                           employment.

                  (ii)     Stock Appreciation Rights shall in no event be
                           exercisable unless and until the holder of the Stock
                           Appreciation Rights shall have completed at least
                           twelve months of continuous service with the Company
                           or a Subsidiary, or both, immediately following the
                           date upon which the Stock Appreciation Rights shall
                           have been granted. Whether authorized leaves of
                           absence or absence for military or

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                           government service shall constitute termination of
                           employment or interruption of continuous employment
                           for purposes of the Plan shall be determined by the
                           Committee on an individual basis.

                  (iii)    Upon exercise of a Stock Appreciation Right, the
                           holder thereof shall be entitled to receive a number
                           of shares equal in Fair Market Value to the amount by
                           which the Fair Market Value of one share of Common
                           Stock on the date such Stock Appreciation Right is
                           exercised exceeds the Fair Market Value of one share
                           of Common Stock on the date of grant, multiplied by
                           the number of shares in respect of which the Stock
                           Appreciation Right shall have been exercised. All or
                           any part of the Company's obligation arising out of
                           an exercise of Stock Appreciation Rights may, at the
                           discretion of the Company, be settled by the payment
                           of cash equal to the aggregate value of shares of
                           Common Stock (or fraction of a share) that the
                           Company would otherwise be obligated to deliver under
                           the preceding sentence of this section 6(c)(iii).

         (d)      To the extent that Stock Appreciation Rights shall be
                  exercised, an Option in connection with which such Stock
                  Appreciation Rights shall have been granted shall be deemed to
                  have been exercised for the purpose of the maximum limitation
                  set forth in paragraph (a) of section 4. In the case of Stock
                  Appreciation Rights granted independently of an Option, the
                  number of shares of Common Stock in respect of which such
                  Stock Appreciation Rights shall be exercised shall be charged
                  against the maximum limitation set forth in paragraph (a) of
                  section 4.

         (e)      Stock Appreciation Rights may provide that, upon exercise of
                  such Stock Appreciation Rights, the shares or cash, as the
                  case may be, which the holder of such Stock Appreciation
                  Rights shall be entitled to receive shall be distributed or
                  paid in such installments and over such number of years as the
                  Committee may direct, with distribution or payment of each
                  such installment contingent upon continued services of the
                  employee to the Company or a Subsidiary, or both (except for
                  death, disability, or retirement pursuant to the provisions of
                  the pension plans of the Company or a Subsidiary, or
                  termination of employment by the Company or with its consent)
                  to the time for distribution or payment of such installment.

         (f)      (i)      For Stock Incentives granted prior to August 11,
                           1989:

                           (A)      if (i) any corporation, person or other
                                    entity (other than the Company) makes a
                                    tender or exchange offer for shares of
                                    Common Stock pursuant to which purchases are
                                    made ("Offer"), (ii) the stockholders of the
                                    Company approve a definitive agreement to
                                    merge or consolidate the Company with or
                                    into another corporation or to sell or
                                    otherwise

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                                    dispose of all or substantially all of its
                                    assets, (iii) more than 25 percent of the
                                    Company's then outstanding Common Stock is
                                    acquired by any person or group, or (iv)
                                    during any period of two consecutive years,
                                    individuals who at the beginning of such
                                    period were members of the Board cease for
                                    any reason to constitute at least a majority
                                    thereof (unless the election, or the
                                    nomination for election by the Company's
                                    stockholders, of each new director was
                                    approved by a vote of at least two-thirds of
                                    the directors then still in office who were
                                    directors at the beginning of the period),
                                    then the date of the first purchase of
                                    Common Stock pursuant to such Offer, or the
                                    date of any such stockholder approval, or
                                    the date on which public announcement of the
                                    acquisition of such percentage shall have
                                    been made, or the date on which the change
                                    in the composition of the Board set forth
                                    above shall have occurred shall be the
                                    "Effective Date" of such transaction or
                                    occurrence.

                           (B)      the preceding section 6(f)(i)(A) shall not
                                    apply to a merger or consolidation in which
                                    the Company is the surviving corporation and
                                    shares of Common Stock are not converted
                                    into or exchanged for stock, securities of
                                    any other corporation, cash or any other
                                    thing of value and such transactions shall
                                    have no Effective Date for purposes of this
                                    section 6. In case of any consolidation or
                                    merger of another corporation into the
                                    Company in which the Company is the
                                    surviving corporation and in which there is
                                    a reclassification or change (including a
                                    change to the right to receive cash or other
                                    property) of the shares of Common Stock
                                    (other than a change in par value, or from
                                    par value to no par value, or as a result of
                                    a subdivision or combination, but including
                                    any change in such shares into two or more
                                    classes or series of shares), section 8
                                    shall apply.

                  (ii)     (A)      For purposes of Stock Incentives granted on
                                    or after August 11, 1989, a "Change of
                                    Control" shall be deemed to have occurred
                                    if:

                                    (i)      Any "person" as such term is used
                                             in Sections 13(d) and 14(d) of the
                                             Securities Exchange Act of 1934
                                             (other than the Company, any
                                             trustee or other fiduciary holding
                                             securities under any employee
                                             benefit plan of the Company, or any
                                             corporation owned, directly or
                                             indirectly, by the stockholders of

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                                             the Company in substantially the
                                             same proportions as their ownership
                                             of stock of the Company), is or
                                             becomes, including pursuant to a
                                             tender or exchange offer for shares
                                             of Common Stock pursuant to which
                                             purchases are made ("Offer"), the
                                             "beneficial owner" (as defined in
                                             Rule 13d-3 under the Securities
                                             Exchange Act of 1934), directly or
                                             indirectly of securities of the
                                             Company representing 25 percent or
                                             more of the combined voting power
                                             of the Company's then outstanding
                                             securities, other than in a
                                             transaction arranged or approved by
                                             the Board of Directors prior to its
                                             occurrence; provided, however, that
                                             if any such person shall become the
                                             beneficial owner, directly or
                                             indirectly, of securities of the
                                             Company representing 34 percent or
                                             more of the combined voting power
                                             of the Company's then outstanding
                                             securities, a Change of Control
                                             shall be deemed to occur whether or
                                             not any or all of such beneficial
                                             ownership is obtained in a
                                             transaction arranged or approved by
                                             the Board prior to its occurrence,
                                             and other than in a transaction in
                                             which such person shall have
                                             executed a written agreement with
                                             the Company (and approved by the
                                             Board) on or prior to the date on
                                             which such person becomes the
                                             beneficial owner of 25 percent or
                                             more of the combined voting power
                                             of the Company's then outstanding
                                             securities, which agreement imposes
                                             one or more limitations on the
                                             amount of such person's beneficial
                                             ownership of shares of Common Stock
                                             ("Shareholder Agreement"), if, and
                                             so long as, such Shareholder
                                             Agreement (or any amendment thereto
                                             approved by the Board provided that
                                             no such amendment shall cure any
                                             prior breach of such Shareholder
                                             Agreement or any amendment thereto)
                                             continues to be binding on such
                                             person and such person is in
                                             compliance (as determined by the
                                             Board in its discretion) with the
                                             terms of such Shareholder Agreement
                                             (including such amendment);
                                             provided, however, that if any such
                                             person shall become the beneficial
                                             owner directly or indirectly, of
                                             securities of the Company
                                             representing 50 percent or more of
                                             the combined voting power of the
                                             Company's then outstanding
                                             securities, a Change of Control
                                             shall be deemed to occur whether or
                                             not such beneficial ownership was

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                                             held in compliance with a binding
                                             Shareholder Agreement.

                                    (ii)     During any period of two
                                             consecutive years (not including
                                             any period prior to August 11,
                                             1989), individuals who at the
                                             beginning of such period constitute
                                             the Board, and any new director
                                             (other than a director designated
                                             by a person who has entered into an
                                             agreement with the Company to
                                             effect a transaction which would
                                             constitute a Change of Control
                                             pursuant to clause (i), (iii) or
                                             (iv) of this section 6(f)(ii)(A))
                                             whose election by the Board or
                                             nomination for election by the
                                             Company's stockholders was approved
                                             by a vote of at least two-thirds of
                                             the directors then still in office
                                             who either were directors at the
                                             beginning of the period or whose
                                             election or nomination for election
                                             was previously so approved, cease
                                             for any reason to constitute at
                                             least a majority thereof;

                                    (iii)    The stockholders of the Company
                                             approve a merger or consolidation
                                             of the Company with any other
                                             corporation, other than (x) a
                                             merger or consolidation which would
                                             result in the voting securities of
                                             the Company outstanding immediately
                                             prior thereto continuing to
                                             represent (either by remaining
                                             outstanding or by being converted
                                             into voting securities of the
                                             surviving entity) more than 80
                                             percent of the combined voting
                                             power of the voting securities of
                                             the Company or such surviving
                                             entity outstanding immediately
                                             after such merger or consolidation
                                             or (y) a merger or consolidation
                                             effected to implement a
                                             recapitalization of the Company (or
                                             similar transaction) in which no
                                             person acquires a percentage of the
                                             combined voting power of the
                                             Company's then outstanding
                                             securities which would constitute a
                                             Change of Control pursuant to
                                             section 6(f)(ii)(A)(i). In case of
                                             any consolidation or merger of
                                             another corporation into the
                                             Company in which the Company is the
                                             surviving corporation and in which
                                             there is a reclassification or
                                             change (including a change to the
                                             right to receive cash or other
                                             property) of the shares of Common
                                             Stock (other than a change in par
                                             value, or from par value to no par
                                             value, or as a result of a
                                             subdivision or combination, but
                                             including any

                                       12
<PAGE>

                                             change in such shares into two or
                                             more classes or series of shares),
                                             section 8 shall apply.

                                    (iv)    The stockholders of the Company
                                            approve a plan of complete
                                            liquidation of the Company or an
                                            agreement for the sale or
                                            disposition by the Company of all or
                                            substantially all of the Company's
                                            assets.

                           (B)      In the event a Change of Control shall be
                                    deemed to have occurred pursuant to the
                                    foregoing section 6(f)(ii)(A), the
                                    "Effective Date" of such Change of Control
                                    shall (1) in the case of an Offer, be the
                                    date of the first purchase of Common Stock
                                    pursuant to such Offer, (2) in the case of
                                    any Change of Control (other than pursuant
                                    to an Offer) pursuant to section
                                    6(f)(ii)(A)(i), be the date on which public
                                    announcement of the acquisition of the
                                    applicable triggering percentage shall have
                                    been made, (3) in the case of a Change of
                                    Control pursuant to section 6(f)(ii)(A)(ii),
                                    the date on which the change in the
                                    composition of the Board shall have
                                    occurred, (4) in the case of a Change of
                                    Control pursuant to section 6(f)(ii)(A)(iii)
                                    or (iv), the date of the applicable
                                    stockholder approval.

         (g)      (i)      The Committee shall have authority to grant a limited
                           stock appreciation right (a "Limited Right") to the
                           holder of any Option granted under the Plan (the
                           "Related LSAR Option") with respect to all or some of
                           the shares of Common Stock covered by such Related
                           LSAR Option. A Limited Right may be granted either at
                           the time of grant of the Related LSAR Option or any
                           time thereafter during its term. A Limited Right may
                           be granted to an optionee irrespective of whether
                           such optionee is being granted or has been granted a
                           Stock Appreciation Right under this section 6. A
                           Limited Right may be exercised only during the
                           sixty-day period beginning on an Effective Date (as
                           defined in section 6(f)(i)(A) or section 6(f)(ii)(B)
                           hereof). Each Limited Right shall be exercisable only
                           if, and to the extent that, the Related LSAR Option
                           is exercisable and, in the case of a Limited Right
                           granted in respect of an ISO, only when the Fair
                           Market Value per share of Common Stock exceeds the
                           option price per share. Notwithstanding the
                           provisions of the two immediately preceding
                           sentences, no Limited Right may be exercised until
                           the expiration of six (6) months from the date of
                           grant of the Limited Right. Upon the exercise of a
                           Limited Right, such Related LSAR Option and any Stock
                           Appreciation rights granted in connection therewith
                           shall cease to be exercisable to the extent of the
                           shares of Common Stock with

                                       13
<PAGE>

                           respect to which such Limited Right is exercised, but
                           shall be considered to have been exercised, to that
                           extent for purposes of determining the number of
                           shares of Common Stock available for the grant of
                           further Options and Stock Appreciation Rights
                           pursuant to the Plan. Upon the exercise or
                           termination of a Related LSAR Option, the Limited
                           Right with respect to such Related LSAR Option shall
                           terminate to the extent of the shares of Common Stock
                           with respect to which the Related LSAR Option was
                           exercised or terminated.

                  (ii)     Upon the exercise of a Limited Right, the holder
                           thereof shall receive in cash whichever of the
                           following amounts is applicable:

                           (A)      in the case of exercise by reason of the
                                    occurrence of an Offer (as defined in
                                    section 6(f)(i)(A) or section 6(f)(ii)(A)(i)
                                    hereof), an amount equal to the Offer Spread
                                    (as defined in section 6(g)(iv) hereof);

                           (B)      in the case of exercise by reason of
                                    stockholder approval of an agreement
                                    described in section 6(f)(i)(A)(ii) or
                                    section 6(f)(ii)(A)(iii) or (iv), an amount
                                    equal to the Merger Spread (as defined in
                                    section 6(g)(vi) hereof);

                           (C)      in the case of exercise by reason of an
                                    acquisition of Common Stock described in
                                    section 6(f)(i)(A)(iii) or section
                                    6(f)(ii)(A)(i) if other than pursuant to an
                                    Offer, an amount equal to the Acquisition
                                    Spread (as defined in section 6(g)(viii)
                                    hereof); or

                           (D)      in the case of exercise by reason of the
                                    change in composition of the Board of
                                    Directors described in section
                                    6(f)(i)(A)(iv) or section 6(f)(ii)(A)(ii),
                                    an amount equal to the Spread (as defined in
                                    section 6(g)(ix) hereof).

                           Notwithstanding the foregoing, in the case of a
                           Limited Right granted in respect of an ISO, the
                           holder may not receive an amount in excess of such
                           amount as will enable such option to qualify as an
                           ISO.

                  (iii)    The term "Offer Price per Share" as used in this
                           section 6 shall mean, with respect to the exercise of
                           any Limited Right by reason of the occurrence of an
                           Offer, the greater of (1) the highest price per share
                           of Common Stock paid in any Offer, which Offer is in
                           effect at any time during the sixty-day period ending
                           on the date on which such Limited Right is exercised,
                           or (2) the highest Fair Market Value per share of the
                           Common Stock during such sixty-

                                       14
<PAGE>

                           day period. Any securities or property which are part
                           or all of the consideration paid for shares of Common
                           Stock in the Offer shall be valued in determining the
                           Offer Price per Share at the higher of (A) the
                           valuation placed on such securities or property by
                           the corporation, person or other entity making such
                           Offer or (B) the valuation placed on such securities
                           or property by the Committee.

                  (iv)     The term "Offer Spread" as used in this section 6
                           shall mean an amount equal to the product computed by
                           multiplying (1) the excess of (A) the Offer Price per
                           Share over (B) the option price per share of Common
                           Stock at which the Related LSAR Option is
                           exercisable, by (2) the number of shares of Common
                           Stock with respect to which such Limited Right is
                           being exercised.

                  (v)      The term "Merger Price per Share" as used in this
                           section 6 shall mean, with respect to the exercise of
                           any Limited Right by reason of stockholder approval
                           of an agreement described in section 6(f)(i)(A)(ii)
                           or in section 6(f)(ii)(A)(iii), the greater of (1)
                           the fixed or formula price for the acquisition of
                           shares of Common Stock specified in such agreement if
                           such fixed or formula price is determinable on the
                           date on which such Limited Right is exercised, and
                           (2) the highest Fair Market Value per share of Common
                           Stock during the sixty-day period ending on the date
                           on which such Limited Right is exercised.

                  (vi)     The term "Merger Spread" as used in this section 6
                           shall mean an amount equal to the product computed by
                           multiplying (1) the excess of (A) the Merger Price
                           per Share over (B) the option price per share of
                           Common Stock at which the Related LSAR option is
                           exercisable, by (2) the number of shares of Common
                           Stock with respect to which such Limited Right is
                           being exercised.

                  (vii)    The term "Acquisition Price per Share" as used in
                           this section 6 shall mean, with respect to the
                           exercise of any Limited Right by reason of an
                           acquisition of Common Stock described in section
                           6(f)(i)(A)(iii) or in section 6(f)(ii)(A)(i) if other
                           than pursuant to an Offer, the greater of (1) the
                           highest price per share shown on the Statement of
                           Schedule 13D or amendment thereto filed by the holder
                           of 25 percent or more of the Company's Common Stock
                           which gives rise to the exercise of such Limited
                           Right, and (2) the highest Fair Market Value per
                           share of Common Stock during the sixty-day period
                           ending on the date the Limited Right is exercised.

                  (viii)   The term "Acquisition Spread" as used in this section
                           6 shall mean an amount equal to the product computed
                           by multiplying (1) the excess of (A) the Acquisition
                           Price per Share over (B) the option

                                       15
<PAGE>

                           price per share of Common Stock at which the Related
                           LSAR Option is exercisable, by (2) the number of
                           shares of Common Stock with respect to which such
                           Limited Right is being exercised.

                  (ix)     The term "Spread" as used in this section 6 shall
                           mean, with respect to the exercise of any Limited
                           Right by reason of a change in the composition of the
                           Board described in section 6(f)(i)(A)(iv) or in
                           section 6(f)(ii)(A)(ii), an amount equal to the
                           product computed by multiplying (1) the excess of (A)
                           the highest Fair Market Value per share of Common
                           Stock during the sixty-day period ending on the date
                           the Limited Right is exercised over (B) the option
                           price per share of Common Stock at which the Related
                           LSAR Option is exercisable, by (2) the number of
                           shares of Common Stock with respect to which the
                           Limited Right is being exercised.

                  (x)      Notwithstanding any other provision of the Plan, no
                           Stock Appreciation Right granted hereunder may be
                           exercised at a time when any Limited Right held by
                           the holder of such Stock Appreciation Right may be
                           exercised.

7.       Stock Awards

         Stock Incentives in the form of Stock Awards shall be subject to the
         following provisions:

         (a)      For the purposes of the Plan, in determining the value of a
                  Stock Award, all shares of Common Stock subject to such Stock
                  Award shall be valued at not less than 100% of the Fair Market
                  Value of such shares on the date such Stock Award is granted,
                  regardless of whether or when such shares are issued or
                  transferred to the Key Employee and whether or not such shares
                  are subject to restrictions which affect their value.

         (b)      Shares of Common Stock subject to a Stock Award may be issued
                  or transferred to a Key Employee at the time the Stock Award
                  is granted, or at any time subsequent thereto, or in
                  installments from time to time, as the Committee shall
                  determine. Any amount payable in shares of Common Stock under
                  the terms of a Stock Award may, at the discretion of the
                  Company, be paid in cash on each date on which delivery of
                  shares would otherwise have been made, in an amount equal to
                  the Fair Market Value, on such date, of the shares which would
                  otherwise have been delivered.

         (c)      A Stock Award shall contain such terms and conditions as the
                  Committee shall determine with respect to payment or
                  forfeiture of all or any part of the Stock Award upon
                  termination of employment.

                                       16

<PAGE>

         (d)      A Stock Award shall be subject to such other terms and
                  conditions, including, without limitation, restrictions on
                  sale or other disposition of the Stock Award or of the shares
                  issued or transferred pursuant to such Stock Award, as the
                  Committee shall determine, provided, however, that upon the
                  issuance or transfer of shares pursuant to a Stock Award, the
                  recipient shall, with respect to such shares, be and become a
                  stockholder of the Company fully entitled to receive
                  dividends, to vote and exercise all other rights of a
                  stockholder except to the extent otherwise provided in the
                  Stock Award. Each Stock Award shall be evidenced by a written
                  instrument in such form as the Committee shall determine,
                  provided the Stock Award is consistent with the Plan and
                  incorporates it by reference.

8.       Adjustment Provisions

         In the event that any recapitalization, or reclassification, split-up
         or consolidation of shares of Common Stock shall be effected, or the
         outstanding shares of Common Stock are, in connection with a merger or
         consolidation of the Company or a sale by the Company of all or a part
         of its assets, exchanged for a different number or class of shares of
         stock or other securities of the Company or for shares of the stock or
         other securities of any other corporation, or new, different or
         additional shares or other securities of the Company or of another
         corporation are received by the holder of Common Stock or any
         distribution is made to the holders of Common Stock other than a cash
         dividend, (a) the number and class of shares or other securities that
         may be issued or transferred pursuant to Stock Incentives, (b) the
         number and class of shares or other securities which have not been
         issued or transferred under outstanding Stock Incentives, (c) the
         purchase price to be paid per share under outstanding Options, and (d)
         the price to be paid per share by the Company or a Subsidiary for
         shares or other securities issued or transferred pursuant to Stock
         Incentives which are subject to a right of the Company or a Subsidiary
         to reacquire such share or other securities, shall in each case be
         equitably adjusted.

9.       Term

         The Plan shall become effective on the date it is approved by the
         stockholders of the Company. No Stock Incentives shall be granted under
         the Plan after May 31, 1993.

10.      Administration

         (a)      The Plan shall be administered by a Committee which shall
                  consist of not less than three directors of the Company
                  designated by the Board of Directors, provided, however, that
                  no director shall be designated as or continue to be a member
                  of the Committee unless he shall at the time of designation
                  and service be a "disinterested person" within the meaning of
                  Rule 16b-3 under the Securities Exchange Act of 1934 (or any
                  successor

                                       17
<PAGE>

                  provision at the time in effect). In no event shall a member
                  of the Committee be eligible to be granted a Stock Incentive
                  while serving on the Committee. Grants of Stock Incentives may
                  be recommended or granted either in or without consultation
                  with employees, but, anything in the Plan to the contrary
                  notwithstanding, the Committee shall have full authority to
                  act in the matter of selection of all Key Employees who are
                  members of the Board of Directors and in recommending Stock
                  Incentives to be granted to them.

         (b)      The Board of Directors may delegate to the Committee any or
                  all of its authority under the Plan, including the authority
                  to award Stock Incentives, except its authority to amend or
                  discontinue the Plan. Any powers conferred on the Committee by
                  this section 10 or by any other provision of the Plan shall,
                  to the extent such authority shall not have been so delegated
                  by the Board of Directors, be exercised by the Board,
                  provided, however, that with respect to the participation in
                  the Plan of any director, unless his participation shall have
                  been recommended by the Committee, a majority of the members
                  of the Board and a majority of its members acting in the
                  matter shall, at the time so acting, be "disinterested
                  persons" within the meaning of Rule 16b-3 under the Securities
                  Exchange Act of 1934 (or any successor provision at the time
                  in effect).

         (c)      The Committee may establish such rules and regulations, not
                  inconsistent with the provisions of the Plan, as it deems
                  necessary to determine eligibility to participate in the Plan
                  and for the proper administration of the Plan, and may amend
                  or revoke any rule or regulation so established. The Committee
                  may make such determinations and interpretations under or in
                  connection with the Plan as it deems necessary or advisable.
                  All such rules, regulations, determinations and
                  interpretations shall be binding and upon their and respective
                  legal representatives, beneficiaries, successors and assigns
                  and upon all other persons claiming under or through any of
                  them.

         (d)      Any action required or permitted to be taken by the Committee
                  under the Plan shall require the affirmative vote of a
                  majority of all the members of the Committee. The Committee
                  may act by written determination instead of by affirmative
                  vote at a meeting, provided that any written determination
                  shall be signed by all of the members of the Committee, and
                  any such written determination shall be as fully effective as
                  a majority vote at a meeting.

         (e)      Members of the Board of Directors and members of the Committee
                  acting under the Plan shall be fully protected in relying in
                  good faith upon the advice of counsel and shall incur no
                  liability except for gross negligence or willful misconduct in
                  the performance of their duties.

                                       18
<PAGE>

11.      General Provisions

         (a)      Nothing in the Plan nor in any instrument executed pursuant
                  thereto shall confer upon any employee any right to continue
                  in the employ of the Company or a Subsidiary or shall affect
                  the right of the Company or of a Subsidiary to terminate the
                  employment of any employee with or without cause.

         (b)      No shares of Common Stock shall be issued or transferred
                  pursuant to a Stock Incentive unless and until all legal
                  requirements applicable to the issuance or transfer of such
                  shares have, in the opinion of counsel to the Company, been
                  complied with. In connection with any such issuance or
                  transfer, the person acquiring the shares shall, if requested
                  by the Company, give assurances satisfactory to counsel to the
                  Company that the shares are being acquired for investment and
                  not with a view to resale or distribution thereof and
                  assurances in respect of such other matters as the Company or
                  Subsidiary may deem desirable to assure compliance with all
                  applicable legal requirements.

         (c)      No employee (individually or as a member of a group), and no
                  beneficiary or other person claiming under or through him,
                  shall have any right, title or interest in or to any shares of
                  Common Stock allocated or reserved for the purposes of the
                  Plan or subject to any Stock Incentive except as to such
                  shares of Common Stock, if any, as shall have been issued or
                  transferred to him.

         (d)      The Company or a subsidiary may, with the approval of the
                  Committee, enter into an agreement or other commitment to
                  grant a Stock Incentive in the future to a person who is or
                  will be a Key Employee at the time of grant, and,
                  notwithstanding any other provision of the Plan, any such
                  agreement or commitment shall not be deemed the grant of a
                  Stock Incentive until the date on which the Committee takes
                  action to implement such agreement or commitment.

         (e)      In the case of a grant of a Stock Incentive to any employee of
                  a Subsidiary, such grant may, if the Committee so directs, be
                  implemented by the Company issuing or transferring the shares,
                  if any, covered by the Stock Incentive to the Subsidiary, for
                  such lawful consideration as the Committee may specify, upon
                  the condition or understanding that the Subsidiary will
                  transfer the shares to the employee in accordance with the
                  terms of the Stock Incentive specified by the Committee
                  pursuant to the provisions of the Plan. Notwithstanding any
                  other provision hereof, such Stock Incentive may be issued by
                  and in the name of the Subsidiary and shall be deemed granted
                  on the date it is approved by the Committee, on the date it is
                  delivered by the Subsidiary, or on such other date between
                  such two dates, as the Committee shall specify.

                                       19
<PAGE>

         (f)      (i)      The Company or a Subsidiary may make such provisions
                           as it may deem appropriate for the withholding of any
                           taxes which the Company or Subsidiary determines it
                           is required to withhold in connection with any Stock
                           Incentive.

                  (ii)     With respect to any withholding tax obligation which
                           may arise in connection with the exercise of a
                           Nonqualified Stock Option, in connection with a
                           disqualifying disposition of stock received upon the
                           exercise of an Incentive Stock Option or in
                           connection with the receipt of, or the lapse or
                           termination of restrictions imposing a risk of
                           forfeiture with respect to, a Stock Award, the
                           Committee may, in its discretion and subject to such
                           rules as the Committee may adopt, permit a Key
                           Employee to satisfy, in whole or in part, such
                           withholding tax obligation by electing to have the
                           Corporation withhold from the shares of Common Stock
                           to be issued upon exercise of the Nonqualified Stock
                           Option, to be issued in connection with the exercise
                           of an Incentive Stock Option, to be issued in
                           connection with the grant of a Stock Award or
                           released in connection with the lapse or termination
                           of restrictions imposing a risk of forfeiture on all
                           or a part of a Stock Award or by electing to deliver
                           to the Corporation or attest to ownership of
                           already-owned shares of Common Stock, that have been
                           held for the period of time necessary to avoid a
                           charge to the Company's earnings for financial
                           reporting purposes and that are otherwise acceptable
                           to the Committee, any case having a Fair Market
                           Value, on the date such tax is determined under the
                           Internal Revenue Code (the "Tax Date"), no greater
                           than the amount necessary to satisfy the withholding
                           amount due. A Key Employee's election to have the
                           Corporation withhold shares of Common Stock or
                           deliver already-owned shares of Common Stock is
                           irrevocable and is subject to the consent or
                           disapproval of the Committee.

         (g)      No Stock Incentive and no rights under the Plan, contingent or
                  otherwise, shall be assignable or subject to any encumbrance,
                  pledge or charge of any nature except that,

                  (i)      under such rules and regulations as the Committee may
                           establish, a beneficiary may be designated in respect
                           of a Stock Incentive in the event of the death of the
                           holder of such Stock Incentive and except, also, that
                           if such beneficiary shall be the executor or
                           administrator of the estate of the holder of such
                           Stock Incentive, any rights in respect of such Stock
                           Incentive may be transferred to the person or persons
                           or entity (including a trust) entitled thereto

                                       20
<PAGE>

                           under the Will of the holder of such Stock Incentive
                           or, in case of intestacy, under the laws relating to
                           intestacy; and

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

         (h)      Nothing in the Plan is intended to be a substitute for, or
                  shall preclude or limit the establishment or continuation of,
                  any other plan, practice or arrangement for the payment of
                  compensation or fringe benefits to employees generally, or to
                  any class or group of employees which the Company or any
                  Subsidiary now has or may hereafter lawfully put into effect,
                  including, without limitation, any retirement, pension,
                  insurance, stock purchase, incentive compensation or bonus
                  plan.

         (i)      The place of administration of the Plan shall conclusively be
                  deemed to be within the State of Minnesota and the validity,
                  construction, interpretation and administration of the Plan
                  and of any rules and regulations or determinations or
                  decisions made thereunder, and the rights of any and all
                  persons having or claiming to have any interest therein or
                  thereunder, shall be governed by, and determined exclusively
                  and solely in accordance with, the laws of the State of
                  Minnesota. Without limiting the generality of the foregoing,
                  the period within which any action arising under or in
                  connection with the Plan must be commenced, shall be governed
                  by the laws of the State of Minnesota, irrespective of the
                  place where the act or omission complained of took place and
                  of the residence of any party to such action and irrespective
                  of the place where the action may be brought.

12.      Amendment or Discontinuance of Plan

                                       21

<PAGE>

(a)   The Plan may be amended by the Board of Directors at any time, provided
      that, without the approval of the stockholders of the Company, no
      amendment shall be made which

                  (i)      increases the aggregate number of shares of Common
                           Stock that may be issued or transferred pursuant to
                           Stock Incentives as provided in paragraph (a) of
                           section 4,

                  (ii)     amends the provisions of paragraph (a) of section 10
                           with respect to eligibility and disinterest of a
                           majority of members of the Board of Directors,

                  (iii)    permits any person who is not determined to be a Key
                           Employee at the time to be granted a Stock Incentive,

                  (iv)     amends the provisions of paragraph (a) of section 5
                           or paragraph (a) of section 7 to permit shares to be
                           valued or to be optional at less than 100% of Fair
                           Market Value,

                  (v)      amends section 9 to extend the term of the Plan, or

                  (vi)     amends this section 12.

         (b)      The Board of Directors may by resolution adopted by a majority
                  of the entire Board of Directors discontinue the Plan.

         (c)      No amendment or discontinuance of the Plan by the Board of
                  Directors or the stockholders of the Company shall adversely
                  affect, without the consent of the holder, any Stock Incentive
                  theretofore granted.

                                       22