**Exhibit10-a**

 

**ADCTELECOMMUNICATIONS, INC.**

**GLOBALSTOCK INCENTIVE PLAN**

(as amended and restated through March 4,2003)

 

**Section 1.  Purpose.**

 

The purposes of the ADC Telecommunications, Inc. Global Stock IncentivePlan (the “Plan”) are to:  (i) aid inmaintaining and developing key employees capable of assuring the future successof ADC Telecommunications, Inc. (the “Company”), and to offer such personnelincentives to put forth maximum efforts for the success of the Company’sbusiness; (ii) to enhance the Company’s ability to attract and retain theservices of experienced and knowledgeable outside directors; and (iii) toafford such key employees and outside directors an opportunity to acquire aproprietary interest in the Company, thereby aligning their interests with theinterests of the Company’s shareholders.

 

**Section 2.  Definitions.**

 

As used in the Plan, the following terms shall have the meanings setforth below:

 

(a)                                  “Affiliate”shall mean (i) any entity that, directly or indirectly through one or moreintermediaries, is controlled by the Company and (ii) any entity in which theCompany has a significant equity interest, as determined by the Committee.

 

(b)                                 “Award”shall mean any Option, Stock Appreciation Right, Restricted Stock, RestrictedStock Unit, Dividend Equivalent or Performance Award granted under the Plan.

 

(c)                                  “AwardAgreement” shall mean any written agreement, contract or other instrument ordocument evidencing any Award granted under the Plan.

 

(d)                                 “Code”shall mean the Internal Revenue Code of 1986, as amended from time to time, andany regulations promulgated thereunder.

 

(e)                                  “Committee”shall mean a committee of the Board of Directors of the Company designated bysuch 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)                                    “DividendEquivalent” shall mean any right granted under Section 6(f) of the Plan.

 

(g)                                 “FairMarket Value” shall mean, with respect to any property (including, withoutlimitation, any Shares or other securities), the fair market value of suchproperty determined by such methods or procedures as shall be established fromtime to time by the Committee. Notwithstanding the foregoing, for purposes of the Plan, the Fair MarketValue of Shares on a given date shall be (i) the last sale price of the Sharesas reported on the Nasdaq National Market System on such date, if the Sharesare then quoted on the Nasdaq National Market System or (ii) the closing priceof the Shares on such date on a national securities exchange, if the shares arethen being traded on a national securities exchange.

 

(h)                                 “IncentiveStock Option” shall mean an option granted under Section 6(a) of the Plan thatis intended to meet the requirements of Section 422 of the Code or anysuccessor provision thereto.

 

(i)                                     “KeyEmployee” shall mean any employee of the Company or any Affiliate who theCommittee determines to be a key employee.

 

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(j)                                     “Non-QualifiedStock Option” shall mean an option granted under Section 6(a) of the Plan thatis not intended to be an Incentive Stock Option.

 

(k)                                  “Option”shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

 

(l)                                     “OutsideDirector” shall mean each member of the Board of Directors of the Company thatis 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 begranted an Award under the Plan.

 

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

 

(o)                                 “Person”shall mean any individual, corporation, partnership, association or trust.

 

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

 

(q)                                 “RestrictedStock Unit” shall mean any unit granted under Section 6(f) of the Planevidencing the right to receive a Share at some future date.

 

(r)                                    “Rule16b-3” shall mean Rule 16b-3 promulgated by the Securities and ExchangeCommission under the Securities Exchange Act of 1934, as amended, or anysuccessor rule or regulation thereto.

 

(s)                                  “Shares”shall mean shares of Common Stock, $.20 par value, of the Company or such othersecurities or property as may become subject to Awards pursuant to anadjustment made under Section 4(c) of the Plan.

 

(t)                                    “StockAppreciation Right” shall mean any right granted under Section 6(b) of thePlan.

 

**Section 3.  Administration.**

 

(a)                                  *Power andAuthority of the Committee*. The Plan shall be administered by the Committee.  Subject to the terms of the Plan andapplicable law, the Committee shall have full power and authority to: (i)designate Participants; (ii) determine the type or types of Awards to begranted to each Participant under the Plan; (iii) determine the number ofShares to be covered by (or with respect to which payments are to be calculatedin connection with) Awards; (iv) determine the terms and conditions of anyAward or Award Agreement; (v) amend the terms and conditions of any Award orAward Agreement and accelerate the exercisability of Options or the lapse ofrestrictions relating to Restricted Stock or Restricted Stock Units; (vi)determine whether, to what extent and under what circumstances Awards may beexercised in cash, Shares, other securities, other Awards or other property, orcanceled, forfeited or suspended; (vii) determine whether, to what extent andunder what circumstances cash or Shares payable with respect to an Award underthe Plan shall be deferred either automatically or at the election of theholder thereof or the Committee; (viii) interpret and administer the Plan andany instrument or agreement relating to, or Award made under, the Plan; (ix)establish, amend, suspend or waive such rules and regulations and appoint suchagents as it shall deem appropriate for the proper administration of the Plan;and (x) make any other determination and take any other action that theCommittee deems necessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in thePlan, all designations, determinations, interpretations and other decisionsunder or with respect to the Plan or any Award shall be within the solediscretion of the Committee, may be made at any time and shall be final,conclusive and binding upon any Participant, any holder or beneficiary of anyAward and any employee of the Company or any Affiliate.

 

(b)                                 *Meetings ofthe Committee*.  The Committeeshall select one of its members as its chairman and shall hold its meetings atsuch times and places as the Committee may determine.  A majority of the Committee’s members shall constitute aquorum.  All determinations of theCommittee shall be made by not less than a majority of its members.  Any decision or determination reduced towriting and signed by all of the members of the

 

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Committee shall be fullyeffective as if it had been made by a majority vote at a meeting duly calledand held.  The Committee may appoint asecretary and may make such rules and regulations for the conduct of its businessas it shall deem advisable.

 

**Section 4.  Shares Available for Awards.**

 

(a)                                  *SharesAvailable*.  Subject toadjustment as provided in Section 4(c), as of November 1, 2001, the number ofShares available for the issuance of shares under outstanding Awards and thegranting of future Awards under the Plan shall be 149,308,431.  If any Shares covered by an Award or towhich an Award relates are not purchased or are forfeited, or if an Awardotherwise terminates without delivery of any Shares or cash payments to bereceived thereunder, then the number of Shares counted against the aggregatenumber of Shares available under the Plan with respect to such Award, to theextent of any such forfeiture or termination, shall again be available forgranting Awards under the Plan.  Inaddition, any Shares that are used by a Participant as full or partial paymentto the Company of the purchase price of Shares acquired upon exercise of anOption shall again be available for granting Awards.

 

(b)                                 *Accountingfor Awards*.  For purposes ofthis Section 4,

 

(i)                                     ifan Award entitles the holder thereof to receive or purchase Shares, the numberof Shares covered by such Award or to which such Award relates shall be countedon the date of grant of such Award against the aggregate number of Sharesavailable for granting Awards under the Plan; and

 

(ii)                                  ifan Award entitles the holder to receive cash payments but the amount of suchpayments are denominated in or based on a number of Shares, such number ofShares shall be counted on the date of grant of such Award against theaggregate number of Shares available for granting Awards under the Plan;

 

*provided, however*,that Awards that operate in tandem with (whether granted simultaneously with orat a different time from), or that are substituted for, other Awards may becounted or not counted under procedures adopted by the Committee in order toavoid double counting.

 

(c)                                  *Adjustments*.  In the event that the Committee shalldetermine 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 theCompany, issuance of warrants or other rights to purchase Shares or othersecurities of the Company or other similar corporate transaction or eventaffects the Shares such that an adjustment is determined by the Committee to beappropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended to be made available under the Plan, then theCommittee 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) whichthereafter may be made the subject of Awards, (ii) the number and type ofShares (or securities or other property) subject to outstanding Awards and(iii) the exercise price with respect to any Award; *provided, however*, that thenumber of Shares covered by any Award or to which such Award relates shallalways be a whole number.

 

(d)                                 *IncentiveStock Options*.  The aggregatenumber of Shares available as of November 1, 2001 for outstanding IncentiveStock Options and for granting Incentive Stock Options under the Plan shall notexceed 149,308,431, subject to adjustment as provided in the Plan and Section422 or 424 of the Code.

 

**Section 5.  Eligibility.**

 

Any Key Employee, including any Key Employee who is an officer ordirector of the Company or any Affiliate, and any Outside Director shall beeligible to be designated a Participant; *provided, however*, that an Incentive StockOption shall not be granted to an Outside Director or an employee of anAffiliate unless such Affiliate is also a “subsidiary corporation” of theCompany 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 grantOptions to Participants with the following terms and conditions and with suchadditional terms and conditions not inconsistent with the provisions of thePlan as the Committee shall determine:

 

(i)                                     *ExercisePrice*.  The purchase priceper Share purchasable under an Option shall be determined by the Committee; *provided,however*, that such purchase price shall not be less than the averageof the high and low daily trading prices (rounded down to the nearest wholecent) of a Share as reported on the Nasdaq National Market System, if theShares are then quoted on the Nasdaq National Market System or (ii) the averageof the high and low daily trading prices (rounded down to the nearest wholecent) of a Share on a national securities exchange, if the shares are thenbeing traded an a national securities exchange on the date of grant of suchOption.

 

(ii)                                  *Option Term*.  The term of each Option shall be fixed bythe Committee, but such term shall not exceed 10 years from the date on whichsuch Option is granted.

 

(iii)                               *Time andMethod of Exercise*.  TheCommittee shall determine the time or times at which an Option may be exercisedin 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 orother property, or any combination thereof, having a Fair Market Value on theexercise date equal to the relevant exercise price) in which payment of theexercise price with respect thereto may be made or deemed to have been made.

 

(b)                                 *StockAppreciation Rights*.  TheCommittee is hereby authorized to grant Stock Appreciation Rights toParticipants subject to the terms of the Plan and any applicable AwardAgreement.  A Stock Appreciation Rightgranted under the Plan shall confer on the holder thereof a right to receiveupon exercise thereof the excess of (i) the Fair Market Value of one Share onthe date of exercise (or, if the Committee shall so determine, at any timeduring a specified period before or after the date of exercise) over (ii) thegrant price of the Stock Appreciation Right as specified by the Committee,which price shall not be less than the exercise price for an Option asdescribed in Section 6(a)(i) hereof on the date of grant of the StockAppreciation Right.  Subject to theterms of the Plan and any applicable Award Agreement, the grant price, term,methods of exercise, dates of exercise, methods of settlement and any otherterms and conditions of any Stock Appreciation Right shall be as determined bythe Committee.  The Committee may imposesuch conditions or restrictions on the exercise of any Stock Appreciation Rightas it may deem appropriate.

 

(c)                                  *RestrictedStock*.  The Committee ishereby authorized to grant Awards of Restricted Stock to Participants with thefollowing terms and conditions and with such additional terms and conditionsnot inconsistent with the provisions of the Plan as the Committee shalldetermine:

 

(i)                                     *Restrictions*.  Shares of Restricted Stock shall be subjectto such restrictions as the Committee may impose (including, withoutlimitation, any limitation on the right to vote a Share of Restricted Stock orthe right to receive any dividend or other right or property with respectthereto), which restrictions may lapse separately or in combination at suchtime or times, in such installments or otherwise as the Committee may deem appropriate.

 

(ii)                                  *StockCertificates*.  Any RestrictedStock granted under the Plan shall be evidenced by issuance of a stockcertificate or certificates.  Suchcertificate or certificates shall be registered in the name of the Participantand shall bear an appropriate legend referring to the terms, conditions andrestrictions applicable to such Restricted Stock.

 

(iii)                               *Forfeiture;Delivery of Shares*.  Exceptas otherwise determined by the Committee, upon termination of employment orupon resignation or removal as an Outside Director (as determined undercriteria established by the Committee) during the applicable restrictionperiod, all Shares of Restricted Stock at such time subject to restrictionshall be forfeited and reacquired by the Company; *provided,*

 

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*however*, that theCommittee may, when it finds that a waiver would be in the best interest of theCompany, waive in whole or in part any or all remaining restrictions withrespect to Shares of Restricted Stock. Shares representing Restricted Stock that are no longer subject torestrictions shall be delivered to the holder thereof promptly after theapplicable restrictions lapse or are waived.

 

(iv)                              *Limit onRestricted Stock Awards*. Grants of Restricted Stock shall be subject to the limitations set forthin Section 6(e) hereof.

 

(d)                                 *PerformanceAwards*.  The Committee ishereby authorized to grant Performance Awards to Participants subject to theterms of the Plan and any applicable Award Agreement.  A Performance Award granted under the Plan (i) shall be grantedand payable in Shares (including, without limitation, Restricted Stock) and(ii) shall confer on the holder thereof the right to receive Shares upon theachievement of such performance goals during such performance periods as theCommittee shall establish.  Subject tothe terms of the Plan and any applicable Award Agreement, the performance goalsto be achieved during any performance period, the length of any performanceperiod, the amount of any Performance Award granted and the number of shares tobe issued pursuant to any Performance Award shall be determined by theCommittee.  Grants of Performance Awardsshall be subject to the limitations set forth in Section 6(e) hereof.

 

(e)                                  *Limit onRestricted Stock and Performance Awards*.  The maximum number of Shares under the Plan available for grantsof 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 grantAwards of Restricted Stock Units solely in connection with an arrangementwhereby Outside Directors can elect to exchange all or a portion of their cashretainer (whether for board service or service on a committee of the Board) forsuch Restricted Stock Units.  No Sharesshall be issued at the time such Awards are granted, and the Restricted StockUnits shall be subject to such restrictions and other terms and conditions asthe Committee may impose.  In addition,the Committee is hereby authorized to grant Dividend Equivalents to the holdersof Restricted Stock Units, which Dividend Equivalents entitle such holders toreceive payments (in cash or Shares and either currently or on a deferredbasis, as determined by the Committee) equivalent to the amount of cashdividends paid by the Company to holders of Shares.  Such Dividend Equivalents may have other terms and conditionsconsistent with the terms of the Plan, as determined by the Committee.

 

(g)                                 *General*.

 

(i)                                     *No CashConsideration for Awards*. Except with respect to Awards authorized by Section 6(f), Awards shallbe granted for no cash consideration or for such minimal cash consideration asmay be required by applicable law.

 

(ii)                                  *Awards MayBe Granted Separately or Together*. Awards may, in the discretion of the Committee, be granted either aloneor in addition to, in tandem with or in substitution for any other Award or anyaward granted under any plan of the Company or any Affiliate other than thePlan.  Awards granted in addition to orin tandem with other Awards or in addition to or in tandem with awards grantedunder any such other plan of the Company or any Affiliate may be granted eitherat the same time as or at a different time from the grant of such other Awardsor awards.

 

(iii)                               *Forms ofPayment 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 orpayment of an Award may be made in Shares, cash or a combination thereof as theCommittee shall determine, and may be made in a single payment, in installmentsor on a deferred basis, in each case in accordance with rules and proceduresestablished by the Committee.  Such rulesand procedures may include, without limitation, provisions for the payment orcrediting of reasonable interest on installments or deferred payments.

 

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(iv)                              *Limits OnTransfer of Awards*.  No Awardand no right under any such Award shall be assignable, alienable, salable ortransferable by a Participant otherwise than by will or by the laws of descentand distribution; *provided, however*, that a Participant may, in the mannerestablished by the Committee,

 

(A)                              designate a beneficiaryor beneficiaries to exercise the rights of the Participant and receive anyproperty distributable with respect to any Award upon the death of theParticipant, or

 

(B)                                transfer aNon-Qualified Stock Option to any “family member” (as such term is used in FormS-8 under the Securities Act of 1933) of such Participant, *provided* that (1) there isno consideration for such transfer or such transfer is effected pursuant to adomestic relations order in settlement of marital property rights, and (2) theNon-Qualified Stock Options held by such transferees continue to be subject tothe same terms and conditions (including restrictions or subsequent transfers)as were applicable to such Non-Qualified Stock Options immediately prior to theirtransfer.

 

Each Award or right under any Award shall be exercisable during theParticipant’s lifetime only by the Participant, by a transferee pursuant to atransfer permitted by clause (B) of this Section 6(g)(iv), or, if permissibleunder applicable law, by the Participant’s or such transferee’s guardian orlegal representative.  No Award or rightunder any such Award may be pledged, alienated, attached or otherwiseencumbered, and any purported pledge, alienation, attachment or encumbrancethereof shall be void and unenforceable against the Company or any Affiliate.

 

(v)                                 *Term ofAwards*.  Subject to the termsof the Plan, the term of each Award shall be for such period as may bedetermined by the Committee.

 

(vi)                              *Rule 16b-3Six-Month Limitations*.  Tothe extent required in order to comply with Rule 16b-3 only, any equitysecurity offered pursuant to the Plan may not be sold for at least six monthsafter acquisition, except in the case of death or disability, and anyderivative security issued pursuant to the Plan shall not be exercisable for atleast 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 orattributed to them under Rule 16b-3.

 

(vii)                           *Restrictions;Securities Exchange Listing*. All certificates for Shares delivered under the Plan pursuant to anyAward or the exercise thereof shall be subject to such stop transfer orders andother restrictions as the Committee may deem advisable under the Plan or therules, regulations and other requirements of the Securities and ExchangeCommission and any applicable federal or state securities laws, and theCommittee may cause a legend or legends to be placed on any such certificatesto make appropriate reference to such restrictions.  If the Shares are traded on a securities exchange, the Companyshall not be required to deliver any Shares covered by an Award unless anduntil such Shares have been admitted for trading on such securities exchange.

 

(viii)                        *AwardLimitations Under the Plan*. No Participant may be granted any Award or Awards under the Plan, thevalue of which Award or Awards are based solely on an increase in the value ofShares after the date of grant of such Award or Awards, for more than 4,000,000Shares, in the aggregate, in any one calendar year period beginning with the1994 calendar year.  The foregoingannual limitation specifically includes the grant of any Awards representingqualified 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 theextent prohibited by applicable law and unless otherwise expressly provided inan Award Agreement or in the Plan:

 

(a)                                  *Amendmentsto the Plan*.  The Board ofDirectors of the Company may amend, alter, suspend, discontinue or terminatethe Plan; *provided,however*, that, notwithstanding any other provision of the Plan orany Award Agreement, without the approval of the shareholders of the Company,no such amendment, alteration, suspension, discontinuation or termination shallbe made that:

 

(i)                                     absentsuch approval, would cause Rule 16b-3 to become unavailable with respect to thePlan;

 

(ii)                                  requiresthe approval of the Company’s shareholders under any rules or regulations ofthe National Association of Securities Dealers, Inc. or any securities exchangethat are applicable to the Company; or

 

(iii)                               requiresthe approval of the Company’s shareholders under the Code in order to permitIncentive Stock Options to be granted under the Plan.

 

(b)                                 *Amendmentsto Awards*.  The Committee maywaive 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)                                  *Prohibitionon Option Repricing*.  TheCommittee shall not reduce the exercise price of any outstanding Option,whether through amendment, cancellation or replacement grants, or any othermeans, without shareholder approval.  Inaccordance with shareholder approval granted on March 4, 2003, the Company mayoffer to exchange certain outstanding Options in accordance with the provisionsset forth on Exhibit A attached hereto and made a part hereof.

 

(d)                                 *Correctionof Defects, Omissions and Inconsistencies*.  The Committee may correct any defect, supply any omission orreconcile any inconsistency in the Plan or any Award in the manner and to theextent 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 applicablefederal or state income tax laws or regulations, the Company may take suchaction as it deems appropriate to ensure that all applicable federal or statepayroll, withholding, income or other taxes, which are the sole and absolute responsibilityof a Participant, are withheld or collected from such Participant.  In order to assist a Participant in payingall federal and state taxes to be withheld or collected upon exercise orreceipt 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 mayadopt, may permit the Participant to satisfy such tax obligation by (i)electing to have the Company withhold a portion of the Shares otherwise to bedelivered upon exercise or receipt of (or the lapse of restrictions relatingto) 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 exerciseor receipt of (or the lapse of restrictions relating to) such Award with a FairMarket Value equal to the amount of such taxes.  The election, if any, must be made on or before the date that theamount of tax to be withheld is determined.

 

(b)                                 *Tax Bonuses*.  The Committee, in its discretion, shall havethe authority, at the time of grant of any Award under this Plan or at any timethereafter to approve bonuses to designated Participants to be paid upon theirexercise or receipt of (or the lapse of restrictions relating to) Awards in orderto provide funds to pay all or a portion

 

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of federal and state taxes dueas a result of such exercise or receipt (or the lapse of suchrestrictions).  The Committee shall havefull authority in its discretion to determine the amount of any such tax bonus.

 

**Section 9.  General Provisions.**

 

(a)                                  *No Rights toAwards*.  No Key Employee,Participant or other Person shall have any claim to be granted any Award underthe Plan, and there is no obligation for uniformity of treatment of KeyEmployees, Participants or holders or beneficiaries of Awards under thePlan.  The terms and conditions ofAwards need not be the same with respect to different Participants.

 

(b)                                 *Delegation*.  The Committee may delegate to one or moreofficers of the Company or any affiliate or a committee of such officers theauthority, subject to such terms and limitations as the Committee shalldetermine, to grant Awards to Key Employees who are not officers or directorsof the Company for purposes of Section 16 of the Securities Exchange Act of1934, as amended.

 

(c)                                  *Terms**of Awards*.  The specific terms of an Award pursuant to the Plan shall be setforth in an Award Agreement duly executed (by manual, facsimile or electronicsignature) on behalf of the Company.

 

(d)                                 *No Limit onOther Compensation Arrangements*. Nothing contained in the Plan shall prevent the Company or any Affiliatefrom adopting or continuing in effect other or additional compensationarrangements, and such arrangements may be either generally applicable orapplicable only in specific cases.

 

(e)                                  *No Right toEmployment or Directorship*. The grant of an Award shall not be construed as giving a Participant theright to be retained in the employ of the Company or any Affiliate or any rightto remain as a member of the Board of Directors, as the case may be.  In addition, the Company or an Affiliate mayat any time dismiss a Participant from employment (or remove an OutsideDirector), free from any liability or any claim under the Plan, unlessotherwise expressly provided in the Plan or in any Award Agreement.

 

(f)                                    *GoverningLaw*.  The validity,construction and effect of the Plan and any rules and regulations relating tothe Plan shall be determined in accordance with the laws of the State ofMinnesota.

 

(g)                                 *Severability*.  If any provision of the Plan or any Award isor becomes or is deemed to be invalid, illegal or unenforceable in anyjurisdiction or would disqualify the Plan or any Award under any law deemedapplicable by the Committee, such provision shall be construed or deemedamended to conform to applicable laws, or if it cannot be so construed ordeemed amended without, in the determination of the Committee, materiallyaltering the purpose or intent of the Plan or the Award, such provision shallbe stricken as to such jurisdiction or Award, and the remainder of the Plan orany such Award shall remain in full force and effect.

 

(h)                                 *No Trust orFund Created*.  Neither thePlan nor any Award shall create or be construed to create a trust or separatefund of any kind or a fiduciary relationship between the Company or anyAffiliate and a Participant or any other Person.  To the extent that any Person acquires a right to receivepayments from the Company or any Affiliate pursuant to an Award, such rightshall be no greater than the right of any unsecured general creditor of theCompany or any Affiliate.

 

(i)                                     *NoFractional Shares*.  Nofractional Shares shall be issued or delivered pursuant to the Plan or anyAward, and the Committee shall determine whether cash shall be paid in lieu ofany fractional Shares or whether such fractional Shares or any rights theretoshall be canceled, terminated or otherwise eliminated.

 

(j)                                     *Headings*.  Headings are given to the Sections andsubsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any waymaterial or relevant to the construction or interpretation of the Plan or anyprovision thereof.

 

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**Section 10.  Effective Date of the Plan.**

 

The Plan shallbe effective as of the date of its approval by the shareholders of the Company.

 

**Section 11.  Term of the Plan.**

 

Awards shallbe granted under the Plan during a period commencing February 26, 1991, the datethe Plan was approved by the shareholders of the Company, through February 26,2006, the date to which the shareholders of the Company extended the expirationdate of the Plan.  However, unlessotherwise expressly provided in the Plan or in an applicable Award Agreement,any Award theretofore granted may extend beyond the ending date of the periodstated above, and the authority of the Committee provided for hereunder withrespect to the Plan and any Awards, and the authority of the Board of Directorsof the Company to amend the Plan, shall extend beyond the end of such period.

 

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**EXHIBIT A**

 

The Companymay offer, on a one-time basis, to exchange outstanding Options with anexercise price per share equal to or greater than $4.00 and an expiration dateon or after January 1, 2004, whether or not such options were granted under thePlan (the “Eligible Options”), other than Options granted to the Company’s fivemost highly compensated executive officers named in the proxy statement for theCompany’s 2003 Annual Meeting of Shareholders, members of the Board ofDirectors, former employees, retirees and such employees in countries outsidethe United States as may be deemed ineligible for the exchange program, for replacementOptions (“Replacement Options”) to be granted under the Plan on a date that isat least six months and one day from the latest date on which an EligibleOption is validly surrendered.  TheReplacement Options will have an exercise price as described in Section 6(a)(i)of the Plan.

 

The exchangeratios for shares covered by Eligible Options surrendered in exchange forshares covered by Replacement Options shall be as follows, assuming a fairmarket value of the Company’s Common Stock on the date of commencement of thestock option exchange program of $1.00, $2.00, $3.00, $4.00, $5.00 or $7.50 pershare.  For purposes of calculating theexchange ratios, the fair market value of the Common Stock will be the averageof the closing prices of the Common Stock over a period of 20 consecutivetrading days ending no earlier than 45 days and no later than 25 days prior tothe 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 CurrentStock Price is between the Current Stock Prices listed in the table above, thefinal exchange ratios will be determined by interpolating between these pricesand rounding to the nearest .25 of a share. If the actual Current Stock Price is below $1.00 per share, the exchangeratios will be increased appropriately. The exchange program will be cancelled in its entirety if the CurrentStock Price is equal to or greater than $7.50 per share.

 

To participatein the stock option exchange program, an employee must surrender all of theEligible Options issued to such employee with an exercise price at or above thelowest tier exercise price of Eligible Options the employee chooses tosurrender.

 

EachReplacement Option shall be a Non-Qualified Stock Option; shall vest 25% on thesix-month anniversary of the date of grant, with an additional 25% vesting atthe end of each subsequent six-month period; and shall have a term of sevenyears from the date of grant.  All otherterms of the Replacement Options shall be consistent with the Company’s standardterms for Non-Qualified Stock Options granted under the Plan.

 

All otherterms and conditions of the stock option exchange program shall be determinedin the sole discretion of the Board of Directors or the Compensation Committee.

 

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