Exhibit

10-a




 




ADC

TELECOMMUNICATIONS, INC.




GLOBAL

STOCK INCENTIVE PLAN




(as amended and restated through March 4,

2003)




 




Section 1.  Purpose.




 




The purposes of the ADC Telecommunications, Inc. Global Stock Incentive

Plan (the “Plan”) are to:  (i) aid in

maintaining and developing key employees capable of assuring the future success

of ADC Telecommunications, Inc. (the “Company”), and to offer such personnel

incentives to put forth maximum efforts for the success of the Company’s

business; (ii) to enhance the Company’s ability to attract and retain the

services of experienced and knowledgeable outside directors; and (iii) to

afford such key employees and outside directors an opportunity to acquire a

proprietary interest in the Company, thereby aligning their interests with the

interests of the Company’s shareholders.




 




Section 2.  Definitions.




 




As used in the Plan, the following terms shall have the meanings set

forth below:




 




(a)                                  “Affiliate”

shall mean (i) any entity that, directly or indirectly through one or more

intermediaries, is controlled by the Company and (ii) any entity in which the

Company has a significant equity interest, as determined by the Committee.




 




(b)                                 “Award”

shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted

Stock Unit, Dividend Equivalent or Performance Award granted under the Plan.




 




(c)                                  “Award

Agreement” shall mean any written agreement, contract or other instrument or

document evidencing any Award granted under the Plan.




 




(d)                                 “Code”

shall mean the Internal Revenue Code of 1986, as amended from time to time, and

any regulations promulgated thereunder.




 




(e)                                  “Committee”

shall mean a committee of the Board of Directors of the Company designated by

such Board to administer the Plan and composed of not less than three directors,

each of whom is a “Non-Employee Director” within the meaning of Rule 16b-3.




 




(f)                                    “Dividend

Equivalent” shall mean any right granted under Section 6(f) of the Plan.




 




(g)                                 “Fair

Market Value” shall mean, with respect to any property (including, without

limitation, any Shares or other securities), the fair market value of such

property determined by such methods or procedures as shall be established from

time to time by the Committee. 

Notwithstanding the foregoing, for purposes of the Plan, the Fair Market

Value of Shares on a given date shall be (i) the last sale price of the Shares

as reported on the Nasdaq National Market System on such date, if the Shares

are then quoted on the Nasdaq National Market System or (ii) the closing price

of the Shares on such date on a national securities exchange, if the shares are

then being traded on a national securities exchange.




 




(h)                                 “Incentive

Stock Option” shall mean an option granted under Section 6(a) of the Plan that

is intended to meet the requirements of Section 422 of the Code or any

successor provision thereto.




 




(i)                                     “Key

Employee” shall mean any employee of the Company or any Affiliate who the

Committee determines to be a key employee.




 





























 




(j)                                     “Non-Qualified

Stock Option” shall mean an option granted under Section 6(a) of the Plan that

is not intended to be an Incentive Stock Option.




 




(k)                                  “Option”

shall mean an Incentive Stock Option or a Non-Qualified Stock Option.




 




(l)                                     “Outside

Director” shall mean each member of the Board of Directors of the Company that

is not also an employee of the Company or any Affiliate of the Company.




 




(m)                               “Participant”

shall mean either a Key Employee or an Outside Director designated to be

granted an Award under the Plan.




 




(n)                                 “Performance

Award” shall mean any right granted under Section 6(d) of the Plan.




 




(o)                                 “Person”

shall mean any individual, corporation, partnership, association or trust.




 




(p)                                 “Restricted

Stock” shall mean any Share granted under Section 6(c) of the Plan.




 




(q)                                 “Restricted

Stock Unit” shall mean any unit granted under Section 6(f) of the Plan

evidencing the right to receive a Share at some future date.




 




(r)                                    “Rule

16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange

Commission under the Securities Exchange Act of 1934, as amended, or any

successor rule or regulation thereto.




 




(s)                                  “Shares”

shall mean shares of Common Stock, $.20 par value, of the Company or such other

securities or property as may become subject to Awards pursuant to an

adjustment made under Section 4(c) of the Plan.




 




(t)                                    “Stock

Appreciation Right” shall mean any right granted under Section 6(b) of the

Plan.




 




Section 3.  Administration.




 




(a)                                  Power and

Authority of the Committee. 

The Plan shall be administered by the Committee.  Subject to the terms of the Plan and

applicable law, the Committee shall have full power and authority to: (i)

designate Participants; (ii) determine the type or types of Awards to be

granted to each Participant under the Plan; (iii) determine the number of

Shares to be covered by (or with respect to which payments are to be calculated

in connection with) Awards; (iv) determine the terms and conditions of any

Award or Award Agreement; (v) amend the terms and conditions of any Award or

Award Agreement and accelerate the exercisability of Options or the lapse of

restrictions relating to Restricted Stock or Restricted Stock Units; (vi)

determine whether, to what extent and under what circumstances Awards may be

exercised in cash, Shares, other securities, other Awards or other property, or

canceled, forfeited or suspended; (vii) determine whether, to what extent and

under what circumstances cash or Shares payable with respect to an Award under

the Plan shall be deferred either automatically or at the election of the

holder thereof or the Committee; (viii) interpret and administer the Plan and

any instrument or agreement relating to, or Award made under, the Plan; (ix)

establish, amend, suspend or waive such rules and regulations and appoint such

agents as it shall deem appropriate for the proper administration of the Plan;

and (x) make any other determination and take any other action that the

Committee deems necessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in the

Plan, all designations, determinations, interpretations and other decisions

under or with respect to the Plan or any Award shall be within the sole

discretion of the Committee, may be made at any time and shall be final,

conclusive and binding upon any Participant, any holder or beneficiary of any

Award and any employee of the Company or any Affiliate.




 




(b)                                 Meetings of

the Committee.  The Committee

shall select one of its members as its chairman and shall hold its meetings at

such times and places as the Committee may determine.  A majority of the Committee’s members shall constitute a

quorum.  All determinations of the

Committee shall be made by not less than a majority of its members.  Any decision or determination reduced to

writing and signed by all of the members of the




 




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Committee shall be fully

effective as if it had been made by a majority vote at a meeting duly called

and held.  The Committee may appoint a

secretary and may make such rules and regulations for the conduct of its business

as it shall deem advisable.




 




Section 4.  Shares Available for Awards.




 




(a)                                  Shares

Available.  Subject to

adjustment as provided in Section 4(c), as of November 1, 2001, the number of

Shares available for the issuance of shares under outstanding Awards and the

granting of future Awards under the Plan shall be 149,308,431.  If any Shares covered by an Award or to

which an Award relates are not purchased or are forfeited, or if an Award

otherwise terminates without delivery of any Shares or cash payments to be

received thereunder, then the number of Shares counted against the aggregate

number of Shares available under the Plan with respect to such Award, to the

extent of any such forfeiture or termination, shall again be available for

granting Awards under the Plan.  In

addition, any Shares that are used by a Participant as full or partial payment

to the Company of the purchase price of Shares acquired upon exercise of an

Option shall again be available for granting Awards.




 




(b)                                 Accounting

for Awards.  For purposes of

this Section 4,




 




(i)                                     if

an Award entitles the holder thereof to receive or purchase Shares, the number

of Shares covered by such Award or to which such Award relates shall be counted

on the date of grant of such Award against the aggregate number of Shares

available for granting Awards under the Plan; and




 




(ii)                                  if

an Award entitles the holder to receive cash payments but the amount of such

payments are denominated in or based on a number of Shares, such number of

Shares shall be counted on the date of grant of such Award against the

aggregate number of Shares available for granting Awards under the Plan;




 




provided, however,

that Awards that operate in tandem with (whether granted simultaneously with or

at a different time from), or that are substituted for, other Awards may be

counted or not counted under procedures adopted by the Committee in order to

avoid double counting.




 




(c)                                  Adjustments.  In the event that the Committee shall

determine 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 the Plan, then the

Committee shall, in such manner as it may deem equitable, adjust any or all of

(i) the number and type of Shares (or securities or other property) which

thereafter may be made the subject of Awards, (ii) the number and type of

Shares (or securities or other property) subject to outstanding Awards and

(iii) the exercise price with respect to any Award; provided, however, that the

number of Shares covered by any Award or to which such Award relates shall

always be a whole number.




 




(d)                                 Incentive

Stock Options.  The aggregate

number of Shares available as of November 1, 2001 for outstanding Incentive

Stock Options and for granting Incentive Stock Options under the Plan shall not

exceed 149,308,431, subject to adjustment as provided in the Plan and Section

422 or 424 of the Code.




 




Section 5.  Eligibility.




 




Any Key Employee, including any Key Employee who is an officer or

director of the Company or any Affiliate, and any Outside Director shall be

eligible to be designated a Participant; provided, however, that an Incentive Stock

Option shall not be granted to an Outside Director or an employee of an

Affiliate unless such Affiliate is also a “subsidiary corporation” of the

Company within the meaning of Section 424(f) of the Code.




 




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Section 6.  Awards.




 




(a)                                  Options.  The Committee is hereby authorized to grant

Options to Participants with the following terms and conditions and with such

additional terms and conditions not inconsistent with the provisions of the

Plan as the Committee shall determine:




 




(i)                                     Exercise

Price.  The purchase price

per Share purchasable under an Option shall be determined by the Committee; provided,

however, that such purchase price shall not be less than the average

of the high and low daily trading prices (rounded down to the nearest whole

cent) of a Share as reported on the Nasdaq National Market System, if the

Shares are then quoted on the Nasdaq National Market System or (ii) the average

of the high and low daily trading prices (rounded down to the nearest whole

cent) of a Share on a national securities exchange, if the shares are then

being traded an a national securities exchange on the date of grant of such

Option.




 




(ii)                                  Option Term.  The term of each Option shall be fixed by

the Committee, but such term shall not exceed 10 years from the date on which

such Option is granted.




 




(iii)                               Time and

Method of Exercise.  The

Committee shall determine the time or times at which an Option may be exercised

in whole or in part and the method or methods by which, and the form or forms

(including, without limitation, cash, Shares, other securities, other Awards or

other property, or any combination thereof, having a Fair Market Value on the

exercise date equal to the relevant exercise price) in which payment of the

exercise price with respect thereto may be made or deemed to have been made.




 




(b)                                 Stock

Appreciation Rights.  The

Committee is hereby authorized to grant Stock Appreciation Rights to

Participants subject to the terms of the Plan and any applicable Award

Agreement.  A Stock Appreciation Right

granted under the Plan shall confer on the holder thereof a right to receive

upon exercise thereof the excess of (i) the Fair Market Value of one Share on

the date of exercise (or, if the Committee shall so determine, at any time

during a specified period before or after the date of exercise) over (ii) the

grant price of the Stock Appreciation Right as specified by the Committee,

which price shall not be less than the exercise price for an Option as

described in Section 6(a)(i) hereof on the date of grant of the Stock

Appreciation Right.  Subject to the

terms of the Plan and any applicable Award Agreement, the grant price, term,

methods of exercise, dates of exercise, methods of settlement and any other

terms and conditions of any Stock Appreciation Right shall be as determined by

the Committee.  The Committee may impose

such conditions or restrictions on the exercise of any Stock Appreciation Right

as it may deem appropriate.




 




(c)                                  Restricted

Stock.  The Committee is

hereby authorized to grant Awards of Restricted Stock to Participants with the

following terms and conditions and with such additional terms and conditions

not inconsistent with the provisions of the Plan as the Committee shall

determine:




 




(i)                                     Restrictions.  Shares of Restricted Stock shall be subject

to such restrictions as the Committee may impose (including, without

limitation, any limitation on the right to vote a Share of Restricted Stock or

the right to receive any dividend or other right or property with respect

thereto), which restrictions may lapse separately or in combination at such

time or times, in such installments or otherwise as the Committee may deem appropriate.




 




(ii)                                  Stock

Certificates.  Any Restricted

Stock granted under the Plan shall be evidenced by issuance of a stock

certificate or certificates.  Such

certificate or certificates shall be registered in the name of the Participant

and shall bear an appropriate legend referring to the terms, conditions and

restrictions applicable to such Restricted Stock.




 




(iii)                               Forfeiture;

Delivery of Shares.  Except

as otherwise determined by the Committee, upon termination of employment or

upon resignation or removal as an Outside Director (as determined under

criteria established by the Committee) during the applicable restriction

period, all Shares of Restricted Stock at such time subject to restriction

shall be forfeited and reacquired by the Company; provided,




 




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however, that the

Committee may, when it finds that a waiver would be in the best interest of the

Company, waive in whole or in part any or all remaining restrictions with

respect to Shares of Restricted Stock. 

Shares representing Restricted Stock that are no longer subject to

restrictions shall be delivered to the holder thereof promptly after the

applicable restrictions lapse or are waived.




 




(iv)                              Limit on

Restricted Stock Awards. 

Grants of Restricted Stock shall be subject to the limitations set forth

in Section 6(e) hereof.




 




(d)                                 Performance

Awards.  The Committee is

hereby authorized to grant Performance Awards to Participants subject to the

terms of the Plan and any applicable Award Agreement.  A Performance Award granted under the Plan (i) shall be granted

and payable in Shares (including, without limitation, Restricted Stock) and

(ii) shall confer on the holder thereof the right to receive Shares upon the

achievement of such performance goals during such performance periods as the

Committee shall establish.  Subject to

the terms of the Plan and any applicable Award Agreement, the performance goals

to be achieved during any performance period, the length of any performance

period, the amount of any Performance Award granted and the number of shares to

be issued pursuant to any Performance Award shall be determined by the

Committee.  Grants of Performance Awards

shall be subject to the limitations set forth in Section 6(e) hereof.




 




(e)                                  Limit on

Restricted Stock and Performance Awards.  The maximum number of Shares under the Plan available for grants

of Restricted Stock and Performance Awards made from and after February 27,

2001, in the aggregate, shall be 4,000,000 Shares.




 




(f)                                    Restricted Stock Units and Dividend Equivalents.  The Committee is hereby authorized to grant

Awards of Restricted Stock Units solely in connection with an arrangement

whereby Outside Directors can elect to exchange all or a portion of their cash

retainer (whether for board service or service on a committee of the Board) for

such Restricted Stock Units.  No Shares

shall be issued at the time such Awards are granted, and the Restricted Stock

Units shall be subject to such restrictions and other terms and conditions as

the Committee may impose.  In addition,

the Committee is hereby authorized to grant Dividend Equivalents to the holders

of Restricted Stock Units, which Dividend Equivalents entitle such holders to

receive payments (in cash or Shares and either currently or on a deferred

basis, as determined by the Committee) equivalent to the amount of cash

dividends paid by the Company to holders of Shares.  Such Dividend Equivalents may have other terms and conditions

consistent with the terms of the Plan, as determined by the Committee.




 




(g)                                 General.




 




(i)                                     No Cash

Consideration for Awards. 

Except with respect to Awards authorized by Section 6(f), Awards shall

be granted for no cash consideration or for such minimal cash consideration as

may be required by applicable law.




 




(ii)                                  Awards May

Be Granted Separately or Together. 

Awards may, in the discretion of the Committee, be granted either alone

or in addition to, in tandem with or in substitution for any other Award or any

award granted under any plan of the Company or any Affiliate other than the

Plan.  Awards granted in addition to or

in tandem with other Awards or in addition to or in tandem with awards granted

under any such other plan of the Company or any Affiliate may be granted either

at the same time as or at a different time from the grant of such other Awards

or awards.




 




(iii)                               Forms of

Payment Under Awards. 

Subject to the terms of the Plan and of any applicable Award Agreement,

payments to be made by the Company or an Affiliate upon the grant, exercise or

payment of an Award may be made in Shares, cash or a combination thereof as the

Committee shall determine, and may be made in a single payment, in installments

or on a deferred basis, in each case in accordance with rules and procedures

established by the Committee.  Such rules

and procedures may include, without limitation, provisions for the payment or

crediting of reasonable interest on installments or deferred payments.




 




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(iv)                              Limits On

Transfer of Awards.  No Award

and no right under any such Award shall be assignable, alienable, salable or

transferable by a Participant otherwise than by will or by the laws of descent

and distribution; provided, however, that a Participant may, in the manner

established by the Committee,




 




(A)                              designate a beneficiary

or beneficiaries to exercise the rights of the Participant and receive any

property distributable with respect to any Award upon the death of the

Participant, or




 




(B)                                transfer a

Non-Qualified Stock Option to any “family member” (as such term is used in Form

S-8 under the Securities Act of 1933) of such Participant, provided that (1) there is

no consideration for such transfer or such transfer is effected pursuant to a

domestic relations order in settlement of marital property rights, and (2) the

Non-Qualified Stock Options held by such transferees continue to be subject to

the same terms and conditions (including restrictions or subsequent transfers)

as were applicable to such Non-Qualified Stock Options immediately prior to their

transfer.




 




Each Award or right under any Award shall be exercisable during the

Participant’s lifetime only by the Participant, by a transferee pursuant to a

transfer permitted by clause (B) of this Section 6(g)(iv), or, if permissible

under applicable law, by the Participant’s or such transferee’s guardian or

legal representative.  No Award or right

under any such Award may be pledged, alienated, attached or otherwise

encumbered, and any purported pledge, alienation, attachment or encumbrance

thereof shall be void and unenforceable against the Company or any Affiliate.




 




(v)                                 Term of

Awards.  Subject to the terms

of the Plan, the term of each Award shall be for such period as may be

determined by the Committee.




 




(vi)                              Rule 16b-3

Six-Month Limitations.  To

the extent required in order to comply with Rule 16b-3 only, any equity

security offered pursuant to the Plan may not be sold for at least six months

after acquisition, except in the case of death or disability, and any

derivative security issued pursuant to the Plan shall not be exercisable for at

least six months, except in case of death or disability.  Terms used in the preceding sentence shall,

for the purposes of such sentence only, have the meanings, if any, assigned or

attributed to them under Rule 16b-3.




 




(vii)                           Restrictions;

Securities Exchange Listing. 

All certificates for Shares delivered under the Plan pursuant to any

Award or the exercise thereof shall be subject to such stop transfer orders and

other restrictions as the Committee may deem advisable under the Plan or the

rules, regulations and other requirements of the Securities and Exchange

Commission and any applicable federal or state securities laws, and the

Committee may cause a legend or legends to be placed on any such certificates

to make appropriate reference to such restrictions.  If the Shares are traded on a securities exchange, the Company

shall not be required to deliver any Shares covered by an Award unless and

until such Shares have been admitted for trading on such securities exchange.




 




(viii)                        Award

Limitations Under the Plan. 

No Participant may be granted any Award or Awards under the Plan, the

value of which Award or Awards are based solely on an increase in the value of

Shares after the date of grant of such Award or Awards, for more than 4,000,000

Shares, in the aggregate, in any one calendar year period beginning with the

1994 calendar year.  The foregoing

annual limitation specifically includes the grant of any Awards representing

qualified performance-based compensation, within the meaning of Section 162(m)

of the Code.




 




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Section 7.  Amendment and Termination; Adjustments.




 




Except to the

extent prohibited by applicable law and unless otherwise expressly provided in

an Award Agreement or in the Plan:




 




(a)                                  Amendments

to the Plan.  The Board of

Directors of the Company may amend, alter, suspend, discontinue or terminate

the Plan; provided,

however, that, notwithstanding any other provision of the Plan or

any Award Agreement, without the approval of the shareholders of the Company,

no such amendment, alteration, suspension, discontinuation or termination shall

be made that:




 




(i)                                     absent

such approval, would cause Rule 16b-3 to become unavailable with respect to the

Plan;




 




(ii)                                  requires

the approval of the Company’s shareholders under any rules or regulations of

the National Association of Securities Dealers, Inc. or any securities exchange

that are applicable to the Company; or




 




(iii)                               requires

the approval of the Company’s shareholders under the Code in order to permit

Incentive Stock Options to be granted under the Plan.




 




(b)                                 Amendments

to Awards.  The Committee may

waive any conditions of or rights of the Company under any outstanding Award,

prospectively or retroactively, subject to Section 7(c) of the Plan.  The Committee may not amend, alter, suspend,

discontinue or terminate any outstanding Award, prospectively or retroactively,

without the consent of the Participant or holder or beneficiary thereof.




 




(c)                                  Prohibition

on Option Repricing.  The

Committee shall not reduce the exercise price of any outstanding Option,

whether through amendment, cancellation or replacement grants, or any other

means, without shareholder approval.  In

accordance with shareholder approval granted on March 4, 2003, the Company may

offer to exchange certain outstanding Options in accordance with the provisions

set forth on Exhibit A attached hereto and made a part hereof.




 




(d)                                 Correction

of Defects, Omissions and Inconsistencies.  The Committee may correct any defect, supply any omission or

reconcile any inconsistency in the Plan or any Award in the manner and to the

extent it shall deem desirable to carry the Plan into effect.




 




Section 8.  Income Tax Withholding; Tax Bonuses.




 




(a)                                  Withholding.  In order to comply with all applicable

federal or state income tax laws or regulations, the Company may take such

action as it deems appropriate to ensure that all applicable federal or state

payroll, withholding, income or other taxes, which are the sole and absolute responsibility

of a Participant, are withheld or collected from such Participant.  In order to assist a Participant in paying

all federal and state taxes to be withheld or collected upon exercise or

receipt of (or the lapse of restrictions relating to) an Award, the Committee,

in its discretion and subject to such additional terms and conditions as it may

adopt, may permit the Participant to satisfy such tax obligation by (i)

electing to have the Company withhold a portion of the Shares otherwise to be

delivered upon exercise or receipt of (or the lapse of restrictions relating

to) such Award with a Fair Market Value equal to the amount of such taxes or

(ii) delivering to the Company Shares other than Shares issuable upon exercise

or receipt of (or the lapse of restrictions relating to) such Award with a Fair

Market Value equal to the amount of such taxes.  The election, if any, must be made on or before the date that the

amount of tax to be withheld is determined.




 




(b)                                 Tax Bonuses.  The Committee, in its discretion, shall have

the authority, at the time of grant of any Award under this Plan or at any time

thereafter to approve bonuses to designated Participants to be paid upon their

exercise or receipt of (or the lapse of restrictions relating to) Awards in order

to provide funds to pay all or a portion




 




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of federal and state taxes due

as a result of such exercise or receipt (or the lapse of such

restrictions).  The Committee shall have

full authority in its discretion to determine the amount of any such tax bonus.




 




Section 9.  General Provisions.




 




(a)                                  No Rights to

Awards.  No Key Employee,

Participant or other Person shall have any claim to be granted any Award under

the Plan, and there is no obligation for uniformity of treatment of Key

Employees, Participants or holders or beneficiaries of Awards under the

Plan.  The terms and conditions of

Awards need not be the same with respect to different Participants.




 




(b)                                 Delegation.  The Committee may delegate to one or more

officers of the Company or any affiliate or a committee of such officers the

authority, subject to such terms and limitations as the Committee shall

determine, to grant Awards to Key Employees who are not officers or directors

of the Company for purposes of Section 16 of the Securities Exchange Act of

1934, as amended.




 




(c)                                  Terms of Awards.  The specific terms of an Award pursuant to the Plan shall be set

forth in an Award Agreement duly executed (by manual, facsimile or electronic

signature) on behalf of the Company.




 




(d)                                 No Limit on

Other Compensation Arrangements. 

Nothing contained in the Plan shall prevent the Company or any Affiliate

from adopting or continuing in effect other or additional compensation

arrangements, and such arrangements may be either generally applicable or

applicable only in specific cases.




 




(e)                                  No Right to

Employment or Directorship. 

The grant of an Award shall not be construed as giving a Participant the

right to be retained in the employ of the Company or any Affiliate or any right

to remain as a member of the Board of Directors, as the case may be.  In addition, the Company or an Affiliate may

at any time dismiss a Participant from employment (or remove an Outside

Director), free from any liability or any claim under the Plan, unless

otherwise expressly provided in the Plan or in any Award Agreement.




 




(f)                                    Governing

Law.  The validity,

construction and effect of the Plan and any rules and regulations relating to

the Plan shall be determined in accordance with the laws of the State of

Minnesota.




 




(g)                                 Severability.  If any provision of the Plan or any Award is

or becomes or is deemed to be invalid, illegal or unenforceable in any

jurisdiction or would disqualify the Plan or any Award under any law deemed

applicable by the Committee, such provision shall be construed or deemed

amended to conform to applicable laws, or if it cannot be so construed or

deemed amended without, in the determination of the Committee, materially

altering the purpose or intent of the Plan or the Award, such provision shall

be stricken as to such jurisdiction or Award, and the remainder of the Plan or

any such Award shall remain in full force and effect.




 




(h)                                 No Trust or

Fund Created.  Neither the

Plan nor any Award shall create or be construed to create a trust or separate

fund of any kind or a fiduciary relationship between the Company or any

Affiliate and a Participant or any other Person.  To the extent that any Person acquires a right to receive

payments from the Company or any Affiliate pursuant to an Award, such right

shall be no greater than the right of any unsecured general creditor of the

Company or any Affiliate.




 




(i)                                     No

Fractional Shares.  No

fractional Shares shall be issued or delivered pursuant to the Plan or any

Award, and the Committee shall determine whether cash shall be paid in lieu of

any fractional Shares or whether such fractional Shares or any rights thereto

shall be canceled, terminated or otherwise eliminated.




 




(j)                                     Headings.  Headings are given to the Sections and

subsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way

material or relevant to the construction or interpretation of the Plan or any

provision thereof.




 




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Section 10.  Effective Date of the Plan.




 




The Plan shall

be effective as of the date of its approval by the shareholders of the Company.




 




Section 11.  Term of the Plan.




 




Awards shall

be granted under the Plan during a period commencing February 26, 1991, the date

the Plan was approved by the shareholders of the Company, through February 26,

2006, the date to which the shareholders of the Company extended the expiration

date of the Plan.  However, unless

otherwise expressly provided in the Plan or in an applicable Award Agreement,

any Award theretofore granted may extend beyond the ending date of the period

stated above, and the authority of the Committee provided for hereunder with

respect to the Plan and any Awards, and the authority of the Board of Directors

of the Company to amend the Plan, shall extend beyond the end of such period.




 




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EXHIBIT A




 




The Company

may offer, on a one-time basis, to exchange outstanding Options with an

exercise price per share equal to or greater than $4.00 and an expiration date

on or after January 1, 2004, whether or not such options were granted under the

Plan (the “Eligible Options”), other than Options granted to the Company’s five

most highly compensated executive officers named in the proxy statement for the

Company’s 2003 Annual Meeting of Shareholders, members of the Board of

Directors, former employees, retirees and such employees in countries outside

the United States as may be deemed ineligible for the exchange program, for replacement

Options (“Replacement Options”) to be granted under the Plan on a date that is

at least six months and one day from the latest date on which an Eligible

Option is validly surrendered.  The

Replacement Options will have an exercise price as described in Section 6(a)(i)

of the Plan.




 




The exchange

ratios for shares covered by Eligible Options surrendered in exchange for

shares covered by Replacement Options shall be as follows, assuming a fair

market value of the Company’s Common Stock on the date of commencement of the

stock option exchange program of $1.00, $2.00, $3.00, $4.00, $5.00 or $7.50 per

share.  For purposes of calculating the

exchange ratios, the fair market value of the Common Stock will be the average

of the closing prices of the Common Stock over a period of 20 consecutive

trading days ending no earlier than 45 days and no later than 25 days prior to

the commencement of the exchange program (the “Current Stock Price”).




 




	

  Tier


  	

   


  	

  Current


  Exercise


  Price


  	

   


  	

  $1.00/share


  	

   


  	

  $2.00/share


  	

   


  	

  $3.00/share


  	

   


  	

  $4.00/share


  	

   


  	

  $5.00/share


  	

   


  	

  $7.50/share


  	

   


  
	

  Exchange


  Ratio


  	

   


  	

  Exchange


  Ratio


  	

   


  	

  Exchange


  Ratio


  	

   


  	

  Exchange


  Ratio


  	

   


  	

  Exchange


  Ratio


  	

   


  	

  Exchange


  Ratio


  
	

  1


  	

   


  	

  $4.00 – 5.49


  	

   


  	

  2.00 to 1


  	

   


  	

  1.50 to 1


  	

   


  	

  N/A


  	

   


  	

  N/A


  	

   


  	

  N/A


  	

   


  	

  N/A


  	

   


  
	

  2


  	

   


  	

  $5.50 – 7.99


  	

   


  	

  3.00 to 1


  	

   


  	

  2.00 to 1


  	

   


  	

  1.75 to 1


  	

   


  	

  N/A


  	

   


  	

  N/A


  	

   


  	

  N/A


  	

   


  
	

  3


  	

   


  	

  $8.00 – 14.99


  	

   


  	

  6.00 to 1


  	

   


  	

  3.25 to 1


  	

   


  	

  2.25 to 1


  	

   


  	

  2.00 to 1


  	

   


  	

  1.75 to 1


  	

   


  	

  N/A


  	

   


  
	

  4


  	

   


  	

  $15.00 or higher


  	

   


  	

  11.25 to 1


  	

   


  	

  5.50 to 1


  	

   


  	

  3.75 to 1


  	

   


  	

  3.00 to 1


  	

   


  	

  2.75 to 1


  	

   


  	

  2.00 to 1


  	

   


  





 




If the Current

Stock Price is between the Current Stock Prices listed in the table above, the

final exchange ratios will be determined by interpolating between these prices

and rounding to the nearest .25 of a share. 

If the actual Current Stock Price is below $1.00 per share, the exchange

ratios will be increased appropriately. 

The exchange program will be cancelled in its entirety if the Current

Stock Price is equal to or greater than $7.50 per share.




 




To participate

in the stock option exchange program, an employee must surrender all of the

Eligible Options issued to such employee with an exercise price at or above the

lowest tier exercise price of Eligible Options the employee chooses to

surrender.




 




Each

Replacement Option shall be a Non-Qualified Stock Option; shall vest 25% on the

six-month anniversary of the date of grant, with an additional 25% vesting at

the end of each subsequent six-month period; and shall have a term of seven

years from the date of grant.  All other

terms of the Replacement Options shall be consistent with the Company’s standard

terms for Non-Qualified Stock Options granted under the Plan.




 




All other

terms and conditions of the stock option exchange program shall be determined

in the sole discretion of the Board of Directors or the Compensation Committee.




 




10