## Exhibit 10-a

# ADC
TELECOMMUNICATIONS, INC.GLOBAL STOCK
INCENTIVE PLAN

(as amended and restated through
August 1, 2005)

## 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(e)
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.

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(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(c)
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

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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 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 21,329,775. 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 or to satisfy applicable tax withholding requirements (including social
insurance requirements) upon the exercise or vesting of an Award 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

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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 21,329,775, 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: (1) an Outside Director; or (2) 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.

## 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 on the date  of grant 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,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | 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 and Restricted Stock Units. The Committee is hereby
authorized to grant Awards of Restricted Stock and Restricted Stock Units 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 and Restricted Stock Units 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 and all  Restricted Stock Units at
such time subject to restriction shall be forfeited  and reacquired by the Company; provided,
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 or Restricted Stock Units. 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. In the  case of Restricted Stock Units, no Shares shall be issued at the time
such  Awards are granted. Upon the lapse or waiver of restrictions and the restricted
period relating to Restricted Stock Units evidencing the right to receive  Shares, such
Shares shall be issued and delivered to the holders of the  Restricted Stock Units.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (iv)  Limit
on Restricted Stock and Restricted Stock Units Awards. Grants of  Restricted Stock
and Restricted Stock Units shall be subject to the limitations  set forth in Section 6(f)
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(f) hereof.

(e)  
Dividend Equivalents. The Committee is hereby authorized to grant to
Participants Dividend Equivalents under which such Participants who hold
Restricted Stock Units or Performance Awards shall be entitled to receive
payments (in cash or Shares, as determined in the discretion of the Committee)
equivalent to the amount of cash dividends paid by the Company to holders of
Shares. Subject to the terms of the Plan and any applicable Award Agreement,
such Dividend Equivalents may have such terms and conditions as the Committee
shall determine.

(f)  
Limit on Restricted Stock, Restricted Stock Units and Performance Awards.
The maximum number of Shares under the Plan available for grants of Restricted
Stock, Restricted Stock Units and Performance Awards made from and after March
2, 2004, in the aggregate, shall be 4,285 Shares.

(g)  
General.

| | (i)   No
Cash Consideration for Awards. Except as otherwise determined by the  Committee,
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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

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| | 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, state or  foreign 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 571,428 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 offered 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, state or
foreign income tax or social insurance contribution laws or regulations, the
Company may take such action as it deems appropriate to ensure that all
applicable federal, state or foreign payroll, withholding, income, social
insurance contributions 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, state and
foreign 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

8

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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 of federal, state and foreign 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.

9

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(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.

## 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 March
2, 2009, 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
values and share amounts reflected herein have not been adjusted for the Reverse
Stock Split approved by the Companys Board of Directors and effective on
May 10, 2005)

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).

|  |  | $1.00/share      | $2.00/share | $3.00/share | $4.00/share | $5.00/share | $7.50/share
|- |  | ---------------- | ----------- | ----------- | ----------- | ----------- | -----------
|
|1 |  | $4.00-5.49       |             | 2.00 to 1   |             | 1.50 to 1   |            
|2 |  | $5.50-7.99       |             | 3.00 to 1   |             | 2.00 to 1   |            
|3 |  | $8.00-14.99      |             | 6.00 to 1   |             | 3.25 to 1   |            
|4 |  | $15.00 or higher |             | 11.25 to 1  |             | 5.50 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 $7.50per 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.

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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.

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