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                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED

                                 AGILYSYS, INC.
                            2000 STOCK INCENTIVE PLAN

                                    ARTICLE 1

                      GENERAL PURPOSE OF PLAN; DEFINITIONS

      1.1 Name and Purposes. The name of this plan is the Amended and Restated
Agilysys, Inc. 2000 Stock Incentive Plan. The purpose of this Plan is to enable
Agilysys, Inc. and its Affiliates to (i) attract and retain skilled and
qualified officers, other employees, directors and consultants who are expected
to contribute to the Company's success by providing long-term incentive
compensation opportunities competitive with those made available by other
companies, (ii) motivate Plan participants to achieve the long-term success and
growth of the Company, (iii) facilitate ownership of shares of the Company and
(iv) align the interests of the Plan participants with those of the Company's
public Shareholders.

      1.2 Certain Definitions. Unless the context otherwise indicates, the
following words used herein shall have the following meanings whenever used in
this instrument:

            (a) The word "Affiliate" means any corporation, partnership, joint
      venture or other entity, directly or indirectly, through one or more
      intermediaries, controlling, controlled by, or under common control with
      the Company as determined by the Board of Directors in its discretion.

            (b) The word "Award" means any grant under this Plan of a Stock
      Option, Stock Appreciation Right, Restricted Shares, Restricted Share
      Units or Performance Shares to any Plan participant.

            (c) The words "Board of Directors" mean the Board of Directors of
      the Company, as constituted from time to time.

            (d) The word "Cause" means a participant's termination of employment
      or directorship, as applicable, shall have been the result of:

                  (i) his conviction of any of the following offenses, provided
            that such offense results in material economic harm to the Company
            or any Affiliate or has a materially adverse effect on the
            operations, property or business relationships of the Company or an
            Affiliate: (A) misappropriation of money or other property of the
            Company or any Affiliate or (B) any felony;

                  (ii) a participant's failure, during his employment with the
            Company or any Affiliate, to devote his full time and undivided
            attention during normal business hours to the business and affairs
            of the Company or any Affiliate, except for reasonable vacations and
            for illness or incapacity; provided, however, that a participant
            may, with the consent of the Company, serve as a director or member
            of an advisory committee of any organization involving no conflict
            of interest with the interests of the Company or its Affiliates,
            engage in charitable and community activities, and manage his
            personal affairs, provided that such activities do not materially
            interfere with the regular performance of his duties and
            responsibilities of employment;

                  (iii) a participant's failure to substantially perform his
            employment duties with the Company or an Affiliate;

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                  (iv) a participant's failure to substantially perform his
            duties as a Director; or

                  (v) conduct by a participant that is in material competition
            with the Company or an Affiliate or conduct by a participant that
            breaches his or her duty of loyalty to the Company or an Affiliate
            or that is materially injurious to the Company or an Affiliate,
            monetarily or otherwise, which conduct may include, but is not
            limited to, (A) disclosing or misusing any confidential information
            pertaining to the Company or an Affiliate or (B) attempting,
            directly or indirectly, to induce any employee or agent of the
            Company or an Affiliate to be employed or perform services
            elsewhere.

                  The determination of whether any conduct, action or failure to
            act constitutes "Cause" shall be made by the Committee in its sole
            discretion.

            (e) The word "Code" means the Internal Revenue Code of 1986, as
      amended, and any lawful regulations or pronouncements promulgated
      thereunder. Whenever reference is made to a specific Code section, such
      reference shall be deemed to be a reference to any successor Code section
      or sections with the same or similar purpose.

            (f) The word "Committee" means the entity administering this Plan as
      provided in Section 2.1 hereof or, if none has been appointed, then the
      Board of Directors as a whole.

            (g) The words "Common Shares" mean the Common Shares, without par
      value, of the Company.

            (h) The word "Company" means Agilysys, Inc., a corporation organized
      under the laws of the State of Ohio or any successor corporation or entity
      that assumes the obligations of Agilysys, Inc. under this Plan by
      operation of law or otherwise. Prior to September 15, 2003, the word
      "Company" means Pioneer-Standard Electronics, Inc.

            (i) The words "Date of Grant" mean the date on which the Committee
      grants an Award or a future date that the Committee designates at the time
      of the Award.

            (j) The word "Director" means a member of the Board of Directors.

            (k) The word "Disability" means a participant's physical or mental
      incapacity resulting from personal injury, disease, illness or other
      condition, which (i) prevents him or her from performing his or her duties
      for the Company or an Affiliate, as the same is determined by the
      Committee or its designee after reviewing any medical evidence or
      requiring any medical examinations which the Committee or its designee
      considers necessary to its determination; and (ii) results in his or her
      termination of employment or directorship, as applicable, with the Company
      or an Affiliate.

            (l) The words "Early Retirement" mean a participant's retirement
      from active employment with the Company or an Affiliate on and after the
      later of attainment of age 55 or the completion of seven years of service.

            (m) The words "Eligible Director" mean a Director of the Company who
      is entitled to participate in the Plan pursuant to Section 4.1.

            (n) The acronym "ERISA" means the Employee Retirement Income
      Security Act of 1974, as amended and any lawful regulations or
      pronouncements promulgated thereunder. Whenever reference is made to a
      specific ERISA section, such reference shall be deemed to be a reference
      to any successor, ERISA Section or Sections with the same or similar
      purpose.

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            (o) The words "Exchange Act" mean the Securities Exchange Act of
      1934, as amended, and any lawful regulations or pronouncements promulgated
      thereunder.

            (p) The words "Exercise Price" mean the purchase price of a Share
      covered by a Stock Option.

            (q) The words "Fair Market Value" mean the last closing price of a
      Share as reported on The Nasdaq Stock Market, or, if applicable, on
      another national securities exchange on which the Common Shares are
      principally traded, on the date for which the determination of fair market
      value is made, or, if there are no sales of Common Shares on such date,
      then on the most recent immediately preceding date on which there were any
      sales of Common Shares. If the Common Shares are not or cease to be traded
      on The Nasdaq Stock Market or another national securities exchange, the
      "Fair Market Value" of Common Shares shall be determined in the manner
      prescribed by the Committee.

            (r) The words "Incentive Stock Option" and the acronym "ISO" mean a
      Stock Option that is clearly identified as such and which meets the
      requirements of Section 422 of the Code, or any successor provision, and
      therefore qualifies for favorable tax treatment.

            (s) The words "Non-Qualified Stock Option" and the acronym "NQSO"
      mean a Stock Option that does not meet the requirements of Section 422 of
      the Code and which is governed by Section 83 of the Code, or a Stock
      Option that does not meet the requirements of Section 422 of the Code, but
      which is clearly identified as a Non-Qualified Stock Option and therefore
      is governed by Section 83 of the Code.

            (t) The words "Normal Retirement" mean retirement from active
      employment with the Company or an Affiliate on or after the age of 65.

            (u) The words "Outside Director" mean a Director who meets the
      definitions of the terms "outside director" set forth in Section 162(m) of
      the Code, "independent director" set forth in The Nasdaq Stock Market,
      Inc. rules, and "non-employee director" set forth in Rule 16b-3 under the
      Exchange Act, or any successor definitions adopted by the Internal Revenue
      Service, The Nasdaq Stock Market, Inc. and Securities and Exchange
      Commission, respectively, and similar requirements under any other
      applicable laws and regulations.

            (v) The word "Parent" means any corporation which qualifies as a
      "parent corporation" of the Company under Section 424(e) of the Code.

            (w) The words "Performance Shares" are defined in Article 9.

            (x) The word "Plan" means this Amended and Restated Agilysys, Inc.
      2000 Stock Incentive Plan, as amended from time to time and, where the
      context requires, the Pioneer-Standard Electronics, Inc. 2000 Stock
      Incentive Plan, as amended.

            (y) The acronym "QDRO" means a qualified domestic relations order as
      defined by the Code.

            (z) The words "Reload Option" are defined in Section 5.3.

            (aa) The word "Retirement" means Normal Retirement or Early
      Retirement.

            (bb) The words "Restricted Shares" are defined in Article 8.

            (cc) The words "Restricted Share Units" are defined in Article 8.

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            (dd) The word "Share" or "Shares" means one or more of the Common
      Shares.

            (ee) The word "Shareholder" means an individual or entity that owns
      one or more Shares.

            (ff) The words "Stock Appreciation Rights" and the acronym "SAR"
      mean any right pursuant to an Award granted under Article 7.

            (gg) The words "Stock Option" mean any right to purchase a specified
      number of Shares at a specified price which is granted pursuant to Article
      5 herein and may be an Incentive Stock Option, a Non-Qualified Stock
      Option or a Reload Option.

            (hh) The words "Stock Power" mean a power of attorney executed by a
      participant and delivered to the Company which authorizes the Company to
      transfer ownership of Restricted Shares, Performance Shares or Shares from
      the participant to the Company or a third party.

            (ii) The word "Subsidiary" means any corporation which qualifies as
      a "subsidiary corporation" of the Company under Section 424(f) of the
      Code.

            (jj) The word "Vested" means that the time has been reached, with
      respect to Stock Options, when the option to purchase Shares first becomes
      exercisable; with respect to Stock Appreciation Rights, when the Stock
      Appreciation Right first becomes exercisable for payment, with respect to
      Restricted Shares, when the Shares are no longer subject to forfeiture and
      restrictions on transferability, with respect to Restricted Share Units
      and Performance Shares, when the units are no longer subject to forfeiture
      and are convertible to Shares. The words "Vest" and "Vesting" have
      meanings correlative to the foregoing.

                                    ARTICLE 2

                                 ADMINISTRATION

      2.1. Authority and Duties of the Committee.

            (a) The Plan shall be administered by a Committee of not less than
      three Directors who are appointed by the Board of Directors and serve at
      its pleasure. Unless otherwise determined by the Board of Directors, the
      Compensation Committee shall serve as the Committee, and all of the
      members of the Committee shall be Outside Directors. Notwithstanding the
      requirement that the Committee consist exclusively of Outside Directors,
      no action or determination by the Committee or an individual considered to
      be an Outside Director shall be deemed void because a member of the
      Committee or such individual fails to satisfy the requirements for being
      an Outside Director, except to the extent required by applicable law.

            (b) The Committee has the power and authority to grant Awards
      pursuant to the terms of this Plan to officers, other employees, Eligible
      Directors and consultants.

            (c) In particular, the Committee has the authority, subject to any
      limitations specifically set forth in this Plan, to:

                  (i) select the officers, employees, Eligible Directors and
            consultants to whom Awards are granted;

                  (ii) determine the types of Awards granted and the timing of
            such Awards;

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                  (iii) determine the number of Shares to be covered by each
            Award granted hereunder;

                  (iv) determine the other terms and conditions, not
            inconsistent with the terms of this Plan and any operative
            employment or other agreement, of any Award granted hereunder; such
            terms and conditions include, but are not limited to, the exercise
            price, the time or times when Options or Stock Appreciation Rights
            may be exercised (which may be based on performance objectives), any
            vesting, acceleration or waiver of forfeiture restrictions, any
            performance criteria (including any performance criteria as
            described in Section 162(m)(4)(C) of the Code) applicable to an
            Award,

            and any restriction or limitation regarding any Option or Stock
            Appreciation Right or the Common Shares relating thereto, based in
            each case on such factors as the Committee, in its sole discretion,
            shall determine;

                  (v) determine whether any conditions or objectives related to
            Awards have been met, including any such determination required for
            compliance with Section 162(m) of the Code;

                  (vi) subsequently modify or waive any terms and conditions of
            Awards, not inconsistent with the terms of this Plan and any
            operative employment or other agreement;

                  (vii) determine whether, to what extent and under what
            circumstances, Shares and other amounts payable with respect to any
            Award are deferred either automatically or at the election of the
            participant;

                  (viii) adopt, alter and repeal such administrative rules,
            guidelines and practices governing this Plan as it deems advisable
            from time to time;

                  (ix) promulgate such administrative forms as they from time to
            time deem necessary or appropriate for administration of the Plan;

                  (x) construe, interpret and implement the terms and provisions
            of this Plan, any Award and any related agreements;

                  (xi) correct any defect, supply any omission and reconcile any
            inconsistency in or between the Plan, any Award and any related
            agreements; and

                  (xii) otherwise supervise the administration of this Plan.

            (d) All decisions made by the Committee pursuant to the provisions
      of this Plan are final and binding on all persons, including the Company,
      its Shareholders and Plan participants, but may be made by their terms
      subject to ratification or approval by the Board of Directors, another
      committee of the Board of Directors or Shareholders.

      2.2 Delegation of Authority. The Committee may delegate its powers and
duties under this Plan to the Chief Executive Officer of the Company, subject to
applicable law and such terms, conditions and limitations as the Committee may
establish in its sole discretion; provided, however, that the Committee may not
delegate its powers and duties under this Plan with regard to Awards to the
Company's executive officers or any participant who is a "covered employee" as
defined in Section 162(m) of the Code or a Director. The Company shall furnish
the Committee with such clerical and other assistance as is necessary for the
performance of the Committee's duties under the Plan. In addition, the Committee
may delegate ministerial duties to any other person or persons, and it may
employ attorneys, consultants, accountants or other professional advisers.

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                                    ARTICLE 3

                              STOCK SUBJECT TO PLAN

      3.1 Total Shares Limitation. Subject to the provisions of this Article 3,
the maximum number of Shares that may be issued pursuant to Awards granted under
this Plan is 3,200,000, which may be newly-issued Shares or Shares that have
been reacquired in the open market or in private transactions.

      3.2 Other Limitations.

      (a) ISO Limitations. The maximum number of Shares available with respect
to all Stock Options granted under this Plan that may be Incentive Stock Options
is 3,200,000 Shares.

      (b) Stock Award Limitation. The maximum number of Shares available with
respect to all Restricted Share, Restricted Share Unit and Performance Share
Awards granted under this Plan is 3,200,000 Shares.

      (c) Participant Limitation. The aggregate number of Shares underlying
Awards granted under this Plan to any one participant in any fiscal year,
regardless of whether such Awards are thereafter canceled, forfeited or
terminated, shall not exceed 600,000 Shares. The foregoing annual limitation is
intended to include the grant of all Awards, including but not limited to,
Awards representing "performance-based compensation" as described in Section
162(m)(4)(C) of the Code.

      (d) Annual Limitation. The aggregate number of Shares underlying Awards in
any fiscal year, regardless of whether such Awards are thereafter expired,
canceled, forfeited or terminated, shall not exceed 600,000 Shares. The
foregoing annual limitation is intended to include the grant of all Awards,
including but not limited to, Awards representing "performance-based
compensation" as described in Section 162(m)(4)(C) of the Code.

      (e) Full-Value Share Annual Limitation. The aggregate number of Shares
underlying Awards of Restricted Shares, Restricted Share Units and Performance
Shares in any fiscal year, regardless of whether such Awards are thereafter
expired, canceled, forfeited or terminated, shall not exceed 300,000 Shares. The
foregoing annual limitation is intended to include the grant of all Awards,
including but not limited to, Awards representing "performance-based
compensation" as described in Section 162(m)(4)(C) of the Code.

      3.3 Awards Not Exercised. In the event any outstanding Award, or portion
thereof, expires, or is terminated, canceled or forfeited, the Shares that would
otherwise be issuable with respect to the unexercised portion of such expired,
terminated, canceled or forfeited Award shall be available for subsequent Awards
under this Plan.

      3.4 Dilution and Other Adjustments. In the event that the Committee
determines that any dividend or other distribution (whether in the form of cash,
Shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under this Plan, then the
Committee may, in such manner as it deems equitable, adjust any or all of (i)
the number and type of Shares (or other securities or other property) which
thereafter may be made the subject of Awards, (ii) the number and type of Shares
(or other securities or other property) subject to outstanding Awards, (iii) the
limitations set forth above and (iv) the purchase or exercise price or any
performance objective with respect to any Award; provided, however, that the
number of Shares or other securities covered by any Award or to which such Award
relates is always a whole number. Notwithstanding the foregoing, the foregoing
adjustments shall be made in compliance with: (i) Sections 422 and 424 of the
Code with respect to ISOs and (ii) Section 162(m) of the Code with respect to
Performance Share Awards unless specifically determined otherwise by the
Committee.

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                                    ARTICLE 4

                                  PARTICIPANTS

      4.1 Eligibility. Officers, all other regular active employees of the
Company or any of its Affiliates, Eligible Directors and consultants to the
Company or any of its Affiliates are eligible to participate in this Plan. The
Plan participants shall be selected from time to time by the Committee in its
sole discretion, or, with respect to employees other than executive officers or
participants who are "covered employees" as defined in Section 162(m) of the
Code, by the Chief Executive Officer in his sole discretion with proper
delegation from the Committee. (See Article 13 and Article 16 hereof with
respect to the Shareholder approval requirement.)

                                    ARTICLE 5

                               STOCK OPTION AWARDS

      5.1 Option Grant. Each Stock Option granted under this Plan (or delegation
of authority to the Chief Executive Officer to grant Stock Options) will be
evidenced by minutes of a meeting, or by a unanimous written consent without a
meeting, of the Committee and by a written agreement dated as of the Date of
Grant and executed by the Company and by the Plan participant.

      5.2 Terms and Conditions of Grants. Stock Options granted under this Plan
are subject to the following terms and conditions and may contain such
additional terms, conditions, restrictions and contingencies with respect to
exercisability and/or with respect to the Shares acquired upon exercise, not
inconsistent with the terms of this Plan and any operative employment or other
agreement, as the Committee deems desirable:

            (a) Exercise Price. The Exercise Price fixed at the time of grant
      will not be less than 100% of the Fair Market Value of the Shares as of
      the Date of Grant. If a variable Exercise Price is specified at the time
      of grant, the Exercise Price may vary pursuant to a formula or other
      method established by the Committee which provides a floor not less than
      Fair Market Value as of the Date of Grant. Except as otherwise provided in
      Section 3.4 hereof, no subsequent amendment of an outstanding Stock Option
      may reduce the Exercise Price to less than 100% of the Fair Market Value
      of the Shares as of the Date of Grant.

            (b) Option Term. Any unexercised portion of a Stock Option granted
      hereunder shall expire at the end of the stated term of the Stock Option.
      The Committee shall determine the term of each Stock Option at the time of
      grant, which term shall not exceed ten years from the Date of Grant. The
      Committee may extend the term of a Stock Option, in its discretion, but
      not beyond the date immediately prior to the tenth anniversary of the
      original Date of Grant. If a definite term is not specified by the
      Committee at the time of grant, then the term is deemed to be ten years.

            (c) Vesting. Stock Options, or portions thereof, are exercisable at
      such time or times as determined by the Committee in its discretion at or
      after grant. If the Committee provides that any Stock Option becomes
      Vested over a period of time, in full or in installments, the Committee
      may waive or accelerate such Vesting provisions at any time. If no other
      Vesting provision is specified by the Committee at the time of grant, then
      the Stock Option is deemed to Vest in three installments (as equal as
      possible to the whole Share) on the first, second and third anniversaries
      of the Date of Grant. (Also see the Change in Control provisions in
      Article 11.)

            (d) Method of Exercise. Vested portions of any Stock Option may be
      exercised in whole or in part at any time during the option term by giving
      written notice of exercise to the Company specifying the number of Shares
      to be purchased. The notice must be given by or on behalf of a person
      entitled to exercise the Stock Option, accompanied by payment in full of
      the Exercise Price, along with any required tax withholding pursuant to
      Section 15.3 hereof. Subject to the approval of the Committee, the
      Exercise Price may be paid:

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                  (i) in cash in any manner satisfactory to the Committee;

                  (ii) by tendering (by either actual delivery of Shares or by
            attestation) previously-owned Shares having an aggregate Fair Market
            Value on the date of exercise equal to the Exercise Price applicable
            to such Stock Option exercise, and, with respect to the exercise of
            NQSOs, including Restricted Shares;

                  (iii) by a combination of cash and Shares;

                  (iv) by authorizing a broker to sell, on behalf of the
            participant, the appropriate number of Shares otherwise issuable to
            the participant upon the exercise of a Stock Option with the
            proceeds of sale applied to pay the Exercise Price and tax
            withholding, provided that the Company has implemented such a
            broker-handled same day sale program; or

                  (v) by another method permitted by law which assures full and
            immediate payment of the Exercise Price.

                  The Committee may withhold its approval for any method of
            payment for any reason, in its sole discretion, including but not
            limited to concerns that the proposed method of payment will result
            in adverse financial accounting treatment or adverse tax treatment
            for the Company.

                  If the Exercise Price of a NQSO is paid by tendering
            Restricted Shares, then the Shares received upon the exercise will
            contain identical restrictions as the Restricted Shares so tendered.
            Except as otherwise provided by law and in the Committee's sole
            discretion, required tax withholding may be paid only by cash or
            through a same day sale transaction.

            (e) Issuance of Shares. The Company will issue or cause to be issued
      such Shares promptly upon exercise of the Option. No Shares will be issued
      until full payment has been made. Until the issuance (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company) of the stock certificate evidencing such
      Shares, no right to vote or receive dividends or any other rights as a
      Shareholder will exist with respect to the Shares, notwithstanding the
      exercise of the Option.

            (f) Form. Unless the grant of a Stock Option is designated at the
      time of grant as an ISO, it is deemed to be an NQSO. ISOs are also subject
      to the terms and conditions stated in Article 6 hereof.

      5.3 Grant of Reload Options. If the Committee so provides in its
discretion at or after grant, an optionee who exercises all or part of a
Non-Qualified Stock Option by payment of the Exercise Price with previously
owned Shares will be granted an additional Stock Option (a "Reload Option") for
a number of Shares equal to the number of Shares tendered in the exercise of the
original Stock Option. Each Reload Option will have a Date of Grant which is the
date as of which the original Stock Option to which it applies is exercised and
will become Vested on the six-month anniversary of the Date of Grant of the
Reload Option. The Reload Option will have the same expiration and all other
terms and conditions as the original Stock

Option to which it applies, except that the Exercise Price will be equal to at
least 100% of the Fair Market Value as of the Date of Grant of the Reload
Option.

      5.4 Termination of Grants Prior to Expiration. Unless otherwise provided
in an employment or other agreement entered into between the optionee and the
Company and approved by the Committee, either before or after the Date of Grant,
or otherwise specified at or after the time of grant, and subject to Article 6
hereof with respect to ISOs, the following early termination provisions apply to
all Stock Options:

<PAGE>

            (a) Termination by Death. If an optionee's employment or
      directorship with the Company or its Affiliates terminates by reason of
      his or her death, all Stock Options held by such optionee will immediately
      become Vested, but thereafter may only be exercised (by the legal
      representative of the optionee's estate, or by the legatee or heir of the
      optionee pursuant to a will or the laws of descent and distribution) for a
      period of one year (or such other period as the Committee may specify at
      or after the time of grant) from the date of such death, or until the
      expiration of the original term of the Stock Option, whichever period is
      the shorter.

            (b) Termination by Reason of Disability. If an optionee's employment
      or directorship with the Company or its Affiliates terminates by reason of
      his or her Disability, all Stock Options held by such optionee will
      immediately become Vested, but thereafter may only be exercised for a
      period of one year (or such other period as the Committee may specify at
      or after the time of grant) from the date of such termination of
      employment, or until the expiration of the original term of the Stock
      Option, whichever period is the shorter. If the optionee dies within such
      one-year period (or such other period as applicable), any unexercised
      Stock Option held by such optionee will thereafter be exercisable by the
      legal representative of the optionee's estate, or by the legatee or heir
      of the optionee pursuant to a will or the laws of descent and
      distribution, for the greater of the remainder of the one-year period (or
      other period as applicable) or for a period of twelve months from the date
      of such death, but in no event shall any portion of the Stock Option be
      exercisable after its original stated expiration date.

            (c) Termination by Reason of Retirement. If an optionee's employment
      with the Company or its Affiliates terminates by reason of his or her
      Retirement, all Stock Options held by such optionee immediately become
      Vested but thereafter may only be exercised for a period of two years (or
      such other period as the Committee may specify at or after the time of
      grant) from the date of such Retirement, or until the expiration of the
      original term of the Stock Option, whichever period is the shorter. If the
      optionee dies within such two-year period (or such other period as
      applicable), any unexercised Stock Option held by such optionee will
      thereafter be exercisable by the legal representative of the optionee's
      estate, or by the legatee or heir of the optionee pursuant to a will or
      the laws of descent and distribution, for the greater of the remainder of
      the two-year period (or such other period as applicable) or for a period
      of twelve months from the date of such death, but in no event shall any
      portion of the Stock Option be exercisable after its original stated
      expiration date.

            (d) Termination for Cause. If an optionee's employment or
      directorship with the Company or its Affiliates is terminated for Cause,
      all Stock Options (or portions thereof) which have not been exercised,
      whether Vested or not, are automatically forfeited immediately upon
      termination.

            (e) Other Termination. If an optionee's employment or directorship
      with the Company or its Affiliates terminates, voluntarily or
      involuntarily, for any reason other than death, Disability, Retirement or
      for Cause, any Vested portions of Stock Options held by such optionee at
      the time of termination may be exercised by the optionee for a period of
      three months (or such other period as the Committee may specify at or
      after the time of grant) from the date of such termination or until the
      expiration of the

      original term of the Stock Option, whichever period is the shorter. No
      portion of any Stock Option which is not Vested at the time of such
      termination will thereafter become Vested.

                                    ARTICLE 6

               SPECIAL RULES APPLICABLE TO INCENTIVE STOCK OPTIONS

      6.1 Eligibility. Notwithstanding any other provision of this Plan to the
contrary, an ISO may only be granted to full or part-time employees (including
officers and Directors who are also employees) of the Company or of an
Affiliate, provided that the Affiliate is a Parent or Subsidiary.

      6.2 Special ISO Rules.

<PAGE>

            (a) Exercise Price. The Exercise Price fixed at the time of grant
      will not be less than 100% of the Fair Market Value of the Shares as of
      the Date of Grant. If a variable Exercise Price is specified at the time
      of grant, the Exercise Price may vary pursuant to a formula or other
      method established by the Committee which provides a floor not less than
      Fair Market Value as of the Date of Grant. Except as otherwise provided in
      Section 3.4 hereof, no subsequent amendment of an outstanding Stock Option
      may reduce the Exercise Price to less than 100% of the Fair Market Value
      of the Shares as of the Date of Grant.

            (b) Term. No ISO may be exercisable on or after the tenth
      anniversary of the Date of Grant, and no ISO may be granted under this
      Plan on or after the tenth anniversary of the effective date of this Plan.
      (See Section 16.1 hereof.)

            (c) Ten Percent Shareholder. No grantee may receive an ISO under
      this Plan if such grantee, at the time the Award is granted, owns (after
      application of the rules contained in Section 424(d) of the Code) equity
      securities possessing more than 10% of the total combined voting power of
      all classes of equity securities of the Company, its Parent or any
      Subsidiary, unless (i) the option price for such ISO is at least 110% of
      the Fair Market Value of the Shares as of the Date of Grant and (ii) such
      ISO is not exercisable on or after the fifth anniversary of the Date of
      Grant.

            (d) Limitation on Grants. The aggregate Fair Market Value
      (determined with respect to each ISO at the time such ISO is granted) of
      the Shares with respect to which ISOs are exercisable for the first time
      by a grantee during any calendar year (under this Plan or any other plan
      adopted by the Company or its Parent or its Subsidiary) shall not exceed
      $100,000. If such aggregate fair market value shall exceed $100,000, such
      number of ISOs as shall have an aggregate fair market value equal to the
      amount in excess of $100,000 shall be treated as NQSOs.

            (e) Non-Transferability. Notwithstanding any other provision herein
      to the contrary, no ISO granted hereunder (and, if applicable, related
      Stock Appreciation Right) may be transferred except by will or by the laws
      of descent and distribution, nor may such ISO (or related Stock
      Appreciation Right) be exercisable during a grantee's lifetime other than
      by him (or his guardian or legal representative to the extent permitted by
      applicable law).

            (f) Termination of Employment. No ISO may be exercised more than
      three months following termination of employment for any reason (including
      Retirement) other than death or disability, nor more than one year
      following termination of employment for the reason of death or disability
      (as defined in Section 422 of the Code), or such option will no longer
      qualify as an ISO and shall thereafter be, and

      receive the tax treatment applicable to, an NQSO. For this purpose, a
      termination of employment is cessation of employment with the Company, a
      Parent or a Subsidiary.

            (g) Fair Market Value. For purposes of any ISO granted hereunder
      (or, if applicable, related Stock Appreciation Right), the Fair Market
      Value of Shares shall be determined in the manner required by Section 422
      of the Code.

      6.3 Subject to Code Amendments. The foregoing limitations are designed to
comply with the requirements of Section 422 of the Code and shall be
automatically amended or modified to comply with amendments or modifications to
Section 422 or any successor provisions. Any ISO which fails to comply with
Section 422 of the Code is automatically treated as a NQSO appropriately granted
under this Plan provided it otherwise meets the Plan's requirements for NQSOs.

<PAGE>

                                    ARTICLE 7

                            STOCK APPRECIATION RIGHTS

      7.1 SAR Grant and Agreement. Stock Appreciation Rights may be granted
under this Plan, either independently or in conjunction with the grant of a
Stock Option. Each SAR granted under this Plan (or delegation of authority to
the Chief Executive Officer to grant SARs) will be evidenced by minutes of a
meeting, or by a unanimous written consent without a meeting, of the Committee
and by a written agreement dated as of the Date of Grant and executed by the
Company and by the Plan participant.

      7.2 SARs Granted in Conjunction with Option. Stock Appreciation Rights may
be granted in conjunction with all or part of any Stock Option granted under
this Plan, either at the same time or after the grant of the Stock Option, and
will be subject to the following terms and conditions:

            (a) Term. Each Stock Appreciation Right, or applicable portion
      thereof, granted with respect to a given Stock Option or portion thereof
      terminates and is no longer exercisable upon the termination or exercise
      of the related Stock Option, or applicable portion thereof.

            (b) Exercisability. A Stock Appreciation Right is exercisable only
      at such time or times and to the extent that the Stock Option to which it
      relates is Vested and exercisable in accordance with the provisions of
      Article 5 hereof or otherwise as the Committee may determine at or after
      the time of grant.

            (c) Method of Exercise. A Stock Appreciation Right may be exercised
      by the surrender of the applicable portion of the related Stock Option.
      Stock Options which have been so surrendered, in whole or in part, are no
      longer exercisable to the extent the related Stock Appreciation Rights
      have been exercised and are deemed to have been exercised for the purpose
      of the limitation set forth in Article 3 hereof on the number of Shares to
      be issued under this Plan, but only to the extent of the number of Shares
      actually issued under the Stock Appreciation Right at the time of
      exercise. Upon the exercise of a Stock Appreciation Right, subject to
      satisfaction of tax withholding requirements pursuant to Section 15.3, the
      holder of the Stock Appreciation Right is entitled to receive up to, but
      not more than, an amount in cash or Shares equal in value to the excess of
      the Fair Market Value of one Share over the Exercise Price per Share
      specified in the related Stock Option, multiplied by the number of Shares
      in respect of which the Stock Appreciation Right is exercised, with the
      Committee having the right in its discretion to determine the form of
      payment. At any time the Exercise Price per Share of the related Stock
      Option does not exceed the Fair Market Value of one Share, the holder of
      the Stock Appreciation Right shall not be permitted to exercise such
      right.

      7.3 Independent SARs. Stock Appreciation Rights may be granted without
related Stock Options, and independent Stock Appreciation Rights will be subject
to the following terms and conditions:

            (a) Term. Any unexercised portion of an independent Stock
      Appreciation Right granted hereunder shall expire at the end of the stated
      term of the Stock Appreciation Right. The Committee shall determine the
      term of each Stock Appreciation Right at the time of grant, which term
      shall not exceed ten years from the Date of Grant. The Committee may
      extend the term of a Stock Appreciation Right, in its discretion, but not
      beyond the date immediately prior to the tenth anniversary of the original
      Date of Grant. If a definite term is not specified by the Committee at the
      time of grant, then the term is deemed to be ten years.

            (b) Exercisability. A Stock Appreciation Right is exercisable, in
      whole or in part, at such time or times as determined by the Committee at
      or after the time of grant.

            (c) Method of Exercise. A Stock Appreciation Right may be exercised
      in whole or in part during the term by

<PAGE>

      giving written notice of exercise to the Company specifying the number of
      Shares in respect of which the Stock Appreciation Right is being
      exercised. The notice must be given by or on behalf of a person entitled
      to exercise the Stock Appreciation Right. Upon the exercise of a Stock
      Appreciation Right, subject to satisfaction of tax withholding
      requirements pursuant to Section 15.3, the holder of the Stock
      Appreciation Right is entitled to receive an amount in cash or Shares
      equal in value to the excess of the Fair Market Value of a Share on the
      exercise date over the Fair Market Value of a Share on the Date of Grant
      multiplied by the number of Stock Appreciation Rights being exercised,
      with the Committee having the right in its discretion to determine the
      form of payment. At any time the Fair Market Value of a Share on a
      proposed exercise date does not exceed the Fair Market Value of a Share on
      the Date of Grant, the holder of the Stock Appreciation Right shall not be
      permitted to exercise such right.

            (d) Early Termination Prior to Expiration. Unless otherwise provided
      in an employment or other agreement entered into between the holder of the
      Stock Appreciation Right and the Company and approved by the Committee,
      either before or after the Date of Grant, or otherwise specified at or
      after the Date of Grant, the early termination provisions set forth in
      Section 5.4 as applied to Non-Qualified Stock Options will apply to
      independent Stock Appreciation Rights.

      7.4 Other Terms and Conditions of SAR Grants. Stock Appreciation Rights
are subject to such other terms and conditions, not inconsistent with the
provisions of this Plan and any operative employment or other agreement, as are
determined from time to time by the Committee.

                                    ARTICLE 8

                RESTRICTED SHARE AND RESTRICTED SHARE UNIT AWARDS

      8.1 Restricted Share Grants and Agreements. Restricted Share Awards
consist of Shares which are issued by the Company to a participant at no cost or
at a purchase price determined by the Committee which may be below their Fair
Market Value but which are subject to forfeiture and restrictions on their sale
or other transfer by the participant. Each Restricted Share Award granted under
this Plan (or delegation of authority to the Chief Executive Officer to make
Restricted Share Awards) will be evidenced by minutes of a meeting, or by a
unanimous written consent without a meeting, of the Committee and by a written
agreement dated as of the Date of Grant and executed by the Company and by the
Plan participant. The timing of Restricted Share Awards and the number of Shares
to be issued (subject to Section 3.2 hereof) are to be determined by

the Committee in its discretion. By accepting a grant of Restricted Shares, the
participant agrees to remit to the Company when due any required tax withholding
as provided in Section 15.3 hereof.

      8.2 Terms and Conditions of Restricted Share Grants. Restricted Shares
granted under this Plan are subject to the following terms and conditions,
which, except as otherwise provided herein, need not be the same for each
participant, and may contain such additional terms, conditions, restrictions and
contingencies not inconsistent with the terms of this Plan and any operative
employment or other agreement, as the Committee deems desirable:

            (a) Purchase Price. The Committee shall determine the prices, if
      any, at which Restricted Shares are to be issued to a participant, which
      may vary from time to time and among participants and which may be below
      the Fair Market Value of such Shares at the Date of Grant.

            (b) Restrictions. All Restricted Shares issued under this Plan will
      be subject to such restrictions as the Committee may determine, which may
      include, without limitation, the following:

                  (i) a prohibition against the sale, transfer, pledge or other
            encumbrance of the Restricted Shares, such prohibition to lapse at
            such time or times as the Committee determines (whether in
            installments, at the time of

<PAGE>

            the death, Disability or Retirement of the holder of such shares, or
            otherwise, but subject to the Change in Control provisions in
            Article 11);

                  (ii) a requirement that the participant forfeit such
            Restricted Shares in the event of termination of the participant's
            employment or directorship with the Company or its Affiliates prior
            to Vesting;

                  (iii) a prohibition against employment or retention of the
            participant by any competitor of the Company or its Affiliates, or
            against dissemination by the participant of any secret or
            confidential information belonging to the Company or an Affiliate;
            and

                  (iv) any applicable requirements arising under the Securities
            Act of 1933, as amended, other securities laws, the rules and
            regulations of The Nasdaq Stock Market or any other stock exchange
            or transaction reporting system upon which such Restricted Shares
            are then listed or quoted and any state laws, rules and regulations,
            including "blue sky" laws.

            The Committee may at any time waive such restrictions or accelerate
      the date or dates on which the restrictions will lapse. However, if the
      Committee determines that restrictions lapse upon the attainment of
      specified performance objectives, then the provisions of Sections 9.2 and
      9.3 will apply (including, but not limited to, the enumerated performance
      objectives). If the written agreement governing an award provides that
      such Award is intended to be "performance-based compensation," the
      provisions of Section 9.4(d) will also apply.

            (c) Delivery of Shares. Restricted Shares will be registered in the
      name of the participant and deposited, together with a Stock Power, with
      the Company. Each such certificate will bear a legend in substantially the
      following form:

            "The transferability of this certificate and the Common Shares
      represented by it are subject to the terms and conditions (including
      conditions of forfeiture) contained in the 2000 Stock Incentive Plan of
      the Company, and an agreement entered into between the registered owner
      and the Company. A copy of this Plan and agreement are on file in the
      office of the Secretary of the Company."

            At the end of any time period during which the Restricted Shares are
      subject to forfeiture and restrictions on transfer, such Shares will be
      delivered free of all restrictions (except for any pursuant to Section
      14.2 hereof) to the participant and with the foregoing legend removed.

            (d) Forfeiture of Shares. If a participant who holds Restricted
      Shares fails to satisfy the restrictions, Vesting requirements and other
      conditions relating to the Restricted Shares prior to the lapse,
      satisfaction or waiver of such restrictions and conditions, except as may
      otherwise be determined by the Committee, the participant shall forfeit
      the Shares and transfer them back to the Company in exchange for a refund
      of any consideration paid by the participant or such other amount which
      may be specifically set forth in the Award agreement. A participant shall
      execute and deliver to the Company one or more Stock Powers with respect
      to Restricted Shares granted to such participant.

            (e) Voting and Other Rights. Except to the extent prohibited by
      Section 162(m) of the Code and the terms of the applicable Restricted
      Share Agreement, during any period in which Restricted Shares are subject
      to forfeiture and restrictions on transfer, the participant holding such
      Restricted Shares shall have all the rights of a Shareholder with respect
      to such Shares, including, without limitation, the right to vote such
      Shares and the right to receive any dividends paid with respect to such
      Shares.

      8.3 Restricted Share Unit Awards and Agreements. Restricted Share Unit
Awards consist of Shares that will be issued to a participant at a future time
or times at no cost or at a purchase price determined by the Committee which may
be below their Fair Market Value if continued employment, continued directorship
and/or other terms

<PAGE>

and conditions specified by the Committee are satisfied. Each Restricted Share
Unit Award granted under this Plan (or delegation of authority to the Chief
Executive Officer to make Restricted Share Unit Awards) will be evidenced by
minutes of a meeting, or by a unanimous written consent without a meeting, of
the Committee and by a written agreement dated as of the Date of Grant and
executed by the Company and the Plan participant. The timing of Restricted Share
Unit Awards and the number of Restricted Share Units to be awarded (subject to
Section 3.2 hereof) are to be determined by the Committee in its sole
discretion. By accepting a Restricted Share Unit Award, the participant agrees
to remit to the Company when due any required tax withholding as provided in
Section 15.3 hereof.

      8.4 Terms and Conditions of Restricted Share Unit Awards. Restricted Share
Unit Awards are subject to the following terms and conditions, which, except as
otherwise provided herein, need not be the same for each participant, and may
contain such additional terms, conditions, restrictions and contingencies not
inconsistent with the terms of this Plan and any operative employment or other
agreement, as the Committee deems desirable:

            (a) Purchase Price. The Committee shall determine the prices, if
      any, at which Shares are to be issued to a participant after Vesting of
      Restricted Stock Units, which may vary from time to time and among
      participants and which may be below the Fair Market Value of Shares at the
      Date of Grant.

            (b) Restrictions. All Restricted Share Units awarded under this Plan
      will be subject to such restrictions as the Committee may determine, which
      may include, without limitation, the following:

                  (i) a prohibition against the sale, transfer, pledge or other
            encumbrance of the Restricted Share Unit;

                  (ii) a requirement that the participant forfeit such
            Restricted Share Unit in the event of termination of the
            participant's employment or directorship with the Company or its
            Affiliates prior to Vesting;

                  (iii) a prohibition against employment of the participant by,
            or provision of services by the participant to, any competitor of
            the Company or its Affiliates, or against dissemination by the
            participant of any secret or confidential information belonging to
            the Company or an Affiliate; and

                  (iv) any applicable requirements arising under the Securities
            Act of 1933, as amended, other securities laws, the rules and
            regulations of The Nasdaq Stock Market or any other stock exchange
            or transaction reporting system upon which the Common Shares are
            then listed or quoted and any state laws, rules and interpretations,
            including "blue sky" laws.

      The Committee may at any time waive such restrictions or accelerate the
date or dates on which the restrictions will lapse.

            (c) Performance-Based Restrictions. The Committee may, in its sole
      discretion, provide restrictions that lapse upon the attainment of
      specified performance objectives. In such case, the provisions of Sections
      9.2 and 9.3 will apply (including, but not limited to, the enumerated
      performance objectives). If the written agreement governing an Award
      provides that such Award is intended to be "performance-based
      compensation," the provisions of Section 9.4(d) will also apply.

            (d) Voting and Other Rights. A participant holding Restricted Share
      Units shall not be deemed to be a Shareholder solely because of such
      units. Such participant shall have no rights of a Shareholder with respect
      to such units.

            (e) Lapse of Restrictions. If a participant who holds Restricted
      Share Units satisfies the restrictions and other

<PAGE>

      conditions relating to the Restricted Share Units prior to the lapse or
      waiver of such restrictions and conditions, the Restricted Share Units
      shall be converted to, or replaced with, Shares which are free of all
      restrictions except for any pursuant to Section 14.2 hereof.
      Notwithstanding the foregoing, the Committee may, in lieu of the
      conversion and distribution of the Restricted Share Units, establish
      procedures to permit deferral of Restricted Stock Units of participants
      who are highly compensated employees or members of a select group of
      management in accordance with the terms of a deferred compensation plan
      sponsored by the Company.

            (f) Forfeiture of Restricted Share Units. If a participant who holds
      Restricted Share Units fails to satisfy the restrictions, Vesting
      requirements and other conditions relating to the Restricted Share Units
      prior to the lapse, satisfaction or waiver of such restrictions and
      conditions, except as may otherwise be determined by the Committee, the
      participant shall forfeit the Restricted Share Units.

            (g) Termination. A Restricted Stock Unit Award or unearned portion
      thereof will terminate without the issuance of Shares on the termination
      date specified on the Date of Grant or upon the termination of employment
      or directorship of the participant during the time period or periods
      specified by the Committee during which any performance objectives must be
      met (the "Performance Period"). If a participant's employment or
      directorship with the Company or its Affiliates terminates by reason of
      his or her death, Disability or Retirement, the Committee in its
      discretion at or after the Date of Grant may determine that the
      participant (or the heir, legatee or legal representative of the
      participant's estate) will receive a distribution of Shares in an amount
      which is not more than the number of Shares which would have been earned
      by the participant if 100% of the performance objectives for the current
      Performance Period had been achieved prorated based on the ratio of the
      number of months of active employment in the Performance Period to the
      total number of months in the Performance Period. However, with respect to
      Awards intended to be performance-based compensation (as described in
      Section 9.4(d)), distribution of the Shares shall not be made prior to
      attainment of the relevant performance objectives.

      8.5 Time Vesting of Restricted Share and Restricted Share Unit Awards.
Restricted Shares or Restricted Share Units, or portions thereof, are
exercisable at such time or times as determined by the Committee in its
discretion at or after grant, subject to the restrictions on time Vesting set
forth in this Section. If the Committee provides that any Restricted Shares or
Restricted Share Unit Awards become Vested over time (with or without a
performance component), the Committee may waive or accelerate such Vesting
provisions at any time, subject to the restrictions on time Vesting set forth in
this Section. Subject to the acceleration of Vesting due to satisfaction of
performance criteria or the occurrence of stated events (specifically including
a Change in Control), a Restricted Share or Restricted Share Unit Award with a
Date of Grant on or after July 28, 2004 shall not Vest more rapidly than in
three installments (as equal as possible to the whole Share) on the first,
second and third anniversaries of the Date of Grant; provided that for
convenience the Committee may provide that Awards made in a fiscal year Vest on
the first, second and third anniversaries of the first day of the fiscal year in
which the Date of Grant occurs.

                                    ARTICLE 9

                            PERFORMANCE SHARE AWARDS

      9.1 Performance Share Awards and Agreements. A Performance Share Award is
a right to receive Shares in the future conditioned upon the attainment of
specified performance objectives and such other conditions, restrictions and
contingencies as the Committee may determine. Each Performance Share Award
granted under this Plan (or delegation of authority to the Chief Executive
Officer to make Performance Share Awards) will be evidenced by minutes of a
meeting, or by a unanimous written consent without a meeting, of the Committee
and by a written agreement dated as of the Date of Grant and executed by the
Company and by the Plan participant. The timing of Performance Share Awards and
the number of Shares covered by each Award (subject to Section 3.2 hereof) are
to be determined by the Committee in its discretion. By accepting a grant of
Performance Shares, the participant agrees to remit to the Company when due any
required tax withholding as provided in Section 15.3 hereof.

<PAGE>

      9.2 Performance Objectives. At the time of grant of a Performance Share
Award, the Committee will specify the performance objectives which, depending on
the extent to which they are met, will determine the number of Shares that will
be distributed to the participant. The Committee will also specify the time
period or periods (the "Performance Period") during which the performance
objectives must be met. The performance objectives and periods need not be the
same for each participant nor for each Award. The Committee may use performance
objectives based on one or more of the following targets: cash generation,
profit, revenue, market share, profit or return ratios, Shareholder returns
and/or specific, objective and measurable non-financial objectives. The
Committee may designate a single goal criterion or multiple goal criteria for
performance measurement purposes, with the measurement based on absolute Company
or business unit performance and/or on performance as compared with that of
other publicly-traded companies.

      9.3 Adjustment of Performance Objectives. The Committee may modify, amend
or otherwise adjust the performance objectives specified for outstanding
Performance Share Awards if it determines that an adjustment would be consistent
with the objectives of this Plan and taking into account the interests of the
participants and the public Shareholders of the Company. Any such adjustments
must comply with the requirements of Section 162(m) of the Code to the extent
applicable unless the Committee indicates a contrary intention. The types of
events which could cause an adjustment in the performance objectives include,
without limitation, accounting changes which substantially affect the
determination of performance objectives, changes in applicable laws or
regulations which affect the performance objectives, and divisive corporate
reorganizations, including spin-offs and other distributions of property or
stock.

      9.4 Other Terms and Conditions. Performance Share Awards granted under
this Plan are subject to the following terms and conditions and may contain such
additional terms, conditions, restrictions and contingencies not inconsistent
with the terms of this Plan and any operative employment or other agreement as
the Committee deems desirable:

            (a) Delivery of Shares. As soon as practicable after the applicable
      Performance Period has ended, the participant will receive a distribution
      of the number of Shares earned during the Performance Period, depending
      upon the extent to which the applicable performance objectives were
      achieved. Such Shares will be registered in the name of the participant
      and will be free of all restrictions except for any pursuant to Section
      14.2 hereof.

            (b) Termination. A Performance Share Award or unearned portion
      thereof will terminate without the issuance of Shares on the termination
      date specified at the time of grant or upon the termination of employment
      or directorship of the participant during the Performance Period. If a
      participant's employment or directorship with the Company or its
      Affiliates terminates by reason of his or her death, Disability or
      Retirement, the Committee in its discretion at or after the time of grant
      may determine, notwithstanding any Vesting requirements under Section
      9.4(a), that the participant (or the heir, legatee or legal representative
      of the participant's estate) will receive a distribution of a portion of
      the participant's then-outstanding Performance Share Awards in an amount
      which is not more than the number of shares which would have been earned
      by the participant if 100% of the performance objectives for the current
      Performance Period had been achieved prorated based on the ratio of the
      number of months of active employment in the Performance Period to the
      total number of months in the Performance Period. However, with respect to
      Awards intended to be "performance-based compensation" (as described in
      Section 9.4(e), distribution of the Shares shall not be made prior to
      attainment of the relevant performance objective.

            (c) Voting and Other Rights. Awards of Performance Shares do not
      provide the participant with voting rights or rights to dividends prior to
      the participant becoming the holder of record of Shares issued pursuant to
      an Award. Prior to the issuance of Shares, Performance Share Awards may
      not be sold, transferred, pledged, assigned or otherwise encumbered.

            (d) Performance-Based Compensation. Performance Share Awards are
      generally designed to be

<PAGE>

      "remuneration payable solely on account of the attainment of one or more
      performance goals" as described in Section 162(m)(4)(C) of the Code, and
      shall be automatically amended or modified to comply with amendments to
      Section 162 of the Code to the extent applicable, unless the Committee
      indicates a contrary intention.

      9.5 Time Vesting of Performance Share Awards. Performance Share Awards, or
portions thereof, are exercisable at such time or times as determined by the
Committee in its discretion at or after grant, subject to the restrictions on
time Vesting set forth in this Section. If the Committee provides that any
Performance Shares become Vested over time (accelerated by a performance
component), the Committee may waive or accelerate such Vesting provisions at any
time, subject to the restrictions on time Vesting set forth in this Section.
Subject to the acceleration of Vesting due to satisfaction of performance
criteria or the occurrence of stated events (specifically including a Change in
Control), a Performance Share Unit Award with a Date of Grant on or after July
28, 2004 shall not Vest more rapidly than in three installments (as equal as
possible to the whole Share) on the first, second and third anniversaries of the
Date of Grant; provided that for convenience the Committee may provide that
Awards made in a fiscal year Vest on the first, second and third anniversaries
of the first day of the fiscal year in which the Date of Grant occurs.

                                   ARTICLE 10

                         TRANSFERS AND LEAVES OF ABSENCE

      10.1 Transfer of Participant. For purposes of this Plan, except as
provided in Section 6.2(f) with respect to Incentive Stock Options, the transfer
of a participant among the Company and its Affiliates is deemed not to be a
termination of employment.

      10.2 Effect of Leaves of Absence. For purposes of this Plan, the following
leaves of absence are deemed not to be a termination of employment:

            (a) a leave of absence, approved in writing by the Company, for
      military service, sickness or any other purpose approved by the Company,
      if the period of such leave does not exceed 90 days;

            (b) a leave of absence in excess of 90 days, approved in writing by
      the Company, but only if the employee's right to reemployment is
      guaranteed either by a statute or by contract, and provided that, in the
      case of any such leave of absence, the employee returns to work within 30
      days after the end of such leave; and

            (c) any other absence determined by the Committee in its discretion
      not to constitute a break in service.

                                   ARTICLE 11

                           EFFECT OF CHANGE IN CONTROL

      11.1 Change in Control Defined. "Change in Control" means the occurrence
of any of the following:

            (a) all or substantially all of the assets of the Company are sold
      or transferred to another corporation or entity, or the Company is merged,
      consolidated or reorganized with or into another corporation or entity,
      with the result that upon conclusion of the transaction less than
      fifty-one percent (51%) of the outstanding securities entitled to vote
      generally in the election of Directors ("Voting Stock") or other capital
      interests of the acquiring corporation or entity are owned, directly or
      indirectly, by the holders of Voting Stock of the Company generally prior
      to the transaction;

<PAGE>

            (b) there is a report filed on Schedule 13D or Schedule 14D-1 (or
      any successor schedule, form or report), each as promulgated pursuant to
      the Exchange Act disclosing that any person (as the term "person" is used
      in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), excluding
      the Company, any Affiliate, any employee benefit plan of the Company or an
      Affiliate, including the trustee of any such plan, or The Agilysys Benefit
      Trust) has become the beneficial owner (as the term "beneficial owner" is
      defined under Rule 13d-3 or any successor rule or regulation promulgated
      under the Exchange Act) of securities representing twenty percent (20%) or
      more of the combined voting power of the then-outstanding Voting Stock of
      the Company;

            (c) the Company shall file a report or proxy statement with the
      Securities and Exchange Commission pursuant to the Exchange Act disclosing
      in response to Item 1 of Form 8-K thereunder or Item 6(e) of Schedule 14A
      thereunder (or any successor schedule, form or report or item therein)
      that a

      change in control of the Company has or may have occurred or will or may
      occur in the future pursuant to any then-existing contract or transaction;
      or

            (d) the individuals who, at the beginning of any period of two (2)
      consecutive calendar years, constituted the Directors of the Company cease
      for any reason to constitute at least a majority thereof unless the
      nomination for election by the Company's Shareholders of each new Director
      of the Company was approved by a vote of at least two-thirds (2/3) of the
      Directors of the Company still in office who were Directors of the Company
      at the beginning of any such period.

      11.2 Acceleration of Award. Except as otherwise provided in this Plan or
an Award agreement, immediately upon the occurrence of a Change in Control:

            (a) all outstanding Stock Options automatically become fully
      exercisable;

            (b) all Restricted Share Awards automatically become fully Vested;

            (c) all Restricted Share Unit Awards automatically become fully
      Vested (or, if such Restricted Share Unit Awards are subject to
      performance-based restrictions, shall become Vested on a prorated basis as
      described in Section 11.2(d)) and, to the extent Vested, convertible to
      Shares at the election of the holder; and

            (d) all participants holding Performance Share Awards become
      entitled to receive a partial payout in an amount which is the number of
      Shares which would have been earned by the participant if 100% of the
      performance objectives for the current Performance Period had been
      achieved prorated based on the ratio of the number of months of active
      employment in the Performance Period to the total number of months in the
      Performance Period.

      Notwithstanding the foregoing, the Committee will retain the right to
revoke the automatic acceleration of Vesting in connection with any business
combination if the acceleration will cause the use of pooling of interests
accounting to be disallowed and such accounting is determined to be in the best
interests of the company.

<PAGE>

                                   ARTICLE 12

                            TRANSFERABILITY OF AWARDS

      12.1 Awards Deemed Non-Transferable. Other than as permitted pursuant to
Section 12.2, Awards are non-transferable. Other than as permitted pursuant to
Section 12.2, Awards may not be transferred other than by will or by the laws of
descent and distribution. Other than as permitted pursuant to Section 12.2,
Awards are exercisable during a participant's lifetime only by the participant
or, as permitted by applicable law, the participant's guardian or other legal
representative. Other than as permitted pursuant to Section 12.2, no Award may
be assigned, pledged, hypothecated or otherwise alienated or encumbered (whether
by operation of law or otherwise) and any attempts to do so are null and void.

      12.2 Limited Transferability of Certain Awards. The Committee, in its
discretion, may allow at or after the time of grant the transferability of
Awards which are Vested, provided that the permitted transfer is made (a)
pursuant to a QDRO or other applicable domestic relations order to the extent
permitted by law; (b) if the Award is an Incentive Stock Option, the transfer is
consistent with Section 422 of the Code; (c) to the Company (for example in the
case of forfeiture of Restricted Shares), an Affiliate or a person acting as the
agent of the foregoing or which is otherwise determined by the Committee to be
in the interests of the

Company; or (d) by the participant for no consideration to Immediate Family
Members or to a bona fide trust, partnership or other entity controlled by and
for the benefit of one or more Immediate Family Members. "Immediate Family
Members" means the participant's spouse, children, stepchildren, parents,
stepparents, siblings (including half brothers and sisters), in-laws and other
individuals who have a relationship to the participant arising because of a
legal adoption. No transfer may be made to the extent that transferability would
cause Form S-8 or any successor form thereto not to be available to register
Shares related to an Award. The Committee in its discretion may impose
additional terms and conditions upon transferability.

                                   ARTICLE 13

                          AMENDMENT AND DISCONTINUATION

      13.1 Amendment or Discontinuation of this Plan. The Board of Directors may
amend, alter, or discontinue this Plan at any time, provided that no amendment,
alteration, or discontinuance may be made:

            (a) which would materially and adversely affect the rights of a
      participant under any Award granted prior to the date such action is
      adopted by the Board of Directors without the participant's written
      consent thereto; and

            (b) without Shareholder approval, if Shareholder approval is
      required under applicable laws, regulations or exchange requirements
      (including Section 422 with respect to ISOs, and for the purpose of
      qualification as "performance-based compensation" under Section 162(m) of
      the Code).

      13.2 Amendment of Grants. The Committee may amend, prospectively or
retroactively, the terms of any outstanding Award, provided that no such
amendment may be inconsistent with the terms of this Plan (specifically
including the prohibition on granting Stock Options with an Exercise Price less
than 100% of the Fair Market Value of the Common Shares on the Date of Grant) or
would materially and adversely affect the rights of any holder without his or
her written consent.

      13.3 Effect of Non-Approval of this Plan. This Amended and Restated Plan
shall cease to be operative if it is not approved by a majority of the
outstanding Shares present (in person, telephonically, electronically, by proxy
or its equivalent or as otherwise permitted by the Company's governing
documents) and entitled to vote at a meeting of Shareholders of the Company. The
terms of the Plan prior to amendment and restatement shall automatically and

<PAGE>

retroactively govern all rights and obligations hereunder. Notwithstanding any
Plan provision to the contrary, in the event of such a cessation, any Awards
under the Plan which would not be permitted under the terms of the
Pioneer-Standard, Inc. 2000 Stock Incentive Plan as in effect prior to the
effective date of this amendment and restatement shall be revoked and this
Amended and Restated Plan shall be deemed null and void ab initio. In the event
of such a cessation, the Company, the Board of Directors and the Committee shall
not be liable for any such Awards under this Plan. In the event of such a
cessation, any Awards under the Plan with a Date of Grant prior to the effective
date of this amendment and restatement (April 28, 2004) will remain in full
force and effect.

                                   ARTICLE 14

                               SHARE CERTIFICATES

      14.1 Delivery of Share Certificates. The Company is not required to issue
or deliver any certificates for Shares issuable with respect to Awards under
this Plan prior to the fulfillment of all of the following conditions:

            (a) payment in full for the Shares and for any required tax
      withholding (See Section 15.3 hereof);

            (b) completion of any registration or other qualification of such
      Shares under any Federal or state laws or under the rulings or regulations
      of the Securities and Exchange Commission or any other regulating body
      which the Committee in its discretion deems necessary or advisable;

            (c) admission of such Shares to listing on The Nasdaq Stock Market
      or any stock exchange on which the Shares are listed;

            (d) in the event the Shares are not registered under the Securities
      Act of 1933, qualification as a private placement under said Act;

            (e) obtaining of any approval or other clearance from any Federal or
      state governmental agency which the Committee in its discretion determines
      to be necessary or advisable; and

            (f) the Committee is fully satisfied that the issuance and delivery
      of Shares under this Plan is in compliance with applicable Federal, state
      or local law, rule, regulation or ordinance or any rule or regulation of
      any other regulating body, for which the Committee may seek approval of
      counsel for the Company.

      14.2 Applicable Restrictions on Shares. Shares issued with respect to
Awards may be subject to such stock transfer orders and other restrictions as
the Committee may determine necessary or advisable under any applicable Federal
or state securities law rules, regulations and other requirements, the rules,
regulations and other requirements of The Nasdaq Stock Market or any stock
exchange upon which the Shares are then-listed, and any other applicable Federal
or state law and will include any restrictive legends the Committee may deem
appropriate to include.

      14.3 Book Entry. In lieu of the issuance of stock certificates evidencing
Shares, the Company may use a "book entry" system in which a computerized or
manual entry is made in the records of the Company to evidence the issuance of
such Shares. Such Company records are, absent manifest error, binding on all
parties.

<PAGE>

                                   ARTICLE 15

                               GENERAL PROVISIONS

      15.1 No Implied Rights to Awards, Employment or Directorship. No potential
participant has any claim or right to be granted an Award under this Plan, and
there is no obligation of uniformity of treatment of participants under this
Plan. Neither this Plan nor any Award thereunder shall be construed as giving
any individual any right to continued employment or continued directorship with
the Company or any Affiliate. The Plan does not constitute a contract of
employment, and the Company and each Affiliate expressly reserve the right at
any time to terminate employees free from liability, or any claim, under this
Plan, except as may be specifically provided in this Plan or in an Award
agreement.

      15.2 Other Compensation Plans. Nothing contained in this Plan prevents the
Board of Directors from adopting other or additional compensation arrangements,
subject to Shareholder approval if such approval is required, and such
arrangements may be either generally applicable or applicable only in specific
cases.

      15.3 Withholding. Each participant must, no later than the date as of
which the value of an Award first becomes includible in the gross income of the
participant for income tax purposes, pay to the Company, or make arrangements
satisfactory to the Company regarding payment of, any Federal, state or local
taxes of any kind required by law or other amounts to be withheld with respect
to the Award. The obligations of the Company under this Plan are conditioned on
such payment, and the Company, to the extent permitted by law, has the right to
deduct any such taxes or other amounts from any payment of any kind otherwise
due to a participant, with or without such participant's consent.

      15.4 Rule 16b-3 Compliance. The Plan is intended to comply with all
applicable conditions of Rule 16b-3 of the Exchange Act, as such rule may be
amended from time to time. All transactions involving any participant subject to
Section 16(a) shall be subject to the conditions set forth in Rule 16b-3,
regardless of whether such conditions are expressly set forth in this Plan. Any
provision of this Plan that is contrary to Rule 16b-3 does not apply to such
participants.

      15.5 Code Section 162(m) Compliance. The Plan is intended to comply with
all applicable requirements of Section 162(m) of the Code with respect to
"performance-based compensation." Unless the Committee shall otherwise
determine, all transactions involving any participant the deductibility of whose
compensation is subject to Section 162(m) of the Code shall be subject to such
requirements, regardless of whether such requirements are expressly set forth in
this Plan. Unless the Committee shall otherwise determine, any provision of this
Plan that is contrary to such requirements does not apply to such participants.

      15.6 Deferrals. The Committee may unilaterally postpone the exercising of
Awards, the issuance or delivery of Shares under any Award or any action
permitted under this Plan to prevent the Company or any Affiliate from being
denied a Federal income tax deduction with respect to any Award other than an
Incentive Stock Option. The Committee, in its discretion, may permit a
participant to defer receipt of the payment of cash or the delivery of Shares
that would otherwise be delivered to a participant under this Plan. Any deferral
elections are subject to such rules and procedures as the Committee may
determine.

      15.7 Successors. All obligations of the Company with respect to Awards
granted under this Plan are binding on any successor to the Company, whether as
a result of a direct or indirect purchase, merger, consolidation or otherwise of
all or substantially all of the business and/or assets of the Company.

      15.8 Severability. In the event any provision of this Plan, or the
application thereof to any person or circumstances, is held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining
parts of this Plan, or other applications, and this Plan is to be construed and
enforced as if the illegal or invalid provision had not been included.

<PAGE>

      15.9 Governing Law. To the extent not preempted by Federal law, this Plan
and all Award agreements pursuant thereto are construed in accordance with and
governed by the laws of the State of Ohio. This Plan is not intended to be
governed by ERISA and shall be so construed and administered.

      15.10 Tax Information. To the extent required by law, the Company shall
furnish the participant with tax reporting and related information.

                                   ARTICLE 16

                                 EFFECTIVE DATES

      16.1 Effective Date. The original effective date of this Plan was April
27, 2000.

      16.2 Plan Amendment and Restatement. Subject to the approval of the
Shareholders of the Company at the Annual Meeting of Shareholders held in 2004,
the effective date of this Amended and Restated Agilysys, Inc. 2000 Stock
Incentive Plan is the date of its adoption by the Board of Directors on April
28, 2004. To the extent that Awards are made under this Amendment and
Restatement prior to its approval by Shareholders, they shall be contingent upon
Shareholder approval of this Amendment and Restatement.