##### **Exhibit 10-a**

 

**ADC TELECOMMUNICATIONS, INC.GLOBAL STOCK INCENTIVE PLAN**

 

(as amended and restated through March 2, 2004)

 

**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 ofassuring the future success of ADC Telecommunications, Inc. (the “Company”),and to offer such personnel incentives to put forth maximum efforts for thesuccess of the Company’s business; (ii) to enhance the Company’s ability toattract and retain the services of experienced and knowledgeable outsidedirectors; and (iii) to afford such key employees and outside directors anopportunity to acquire a proprietary interest in the Company, thereby aligningtheir interests with the interests of the Company’s shareholders.

 

**Section 2. Definitions.**

 

As used in the Plan, the following terms shall havethe meanings set forth 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(e) 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.

 

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(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.

 

(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 that isnot 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(c) 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 any successorrule 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

 

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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 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 itsbusiness as it shall deem advisable.

 

**Section 4.  SharesAvailable 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.  In addition,any Shares that are used by a Participant as full or partial payment to theCompany of the purchase price of Shares acquired upon exercise of an Option orto satisfy applicable tax withholding requirements (including social insurancerequirements) upon the exercise or vesting of an Award shall again be availablefor granting Awards.

 

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

 

(i)            if an Award entitles the holderthereof to receive or purchase Shares, the number of Shares covered by suchAward or to which such Award relates shall be counted on the date of grant ofsuch Award against the aggregate number of Shares available for granting Awardsunder the Plan; and

 

(ii)           if an Award entitles the holder toreceive cash payments but the amount of such payments are denominated in orbased on a number of Shares, such number of Shares shall be counted on the dateof grant of such Award against the aggregate number of Shares available forgranting Awards under the Plan;

 

*provided, however*, that Awards thatoperate in tandem with (whether granted simultaneously with or at a differenttime from), or that are substituted for, other Awards

 

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may be counted or notcounted under procedures adopted by the Committee in order to avoid doublecounting.

 

(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 of Shares(or securities or other property) subject to outstanding Awards and (iii) theexercise price with respect to any Award; *provided, however*, that the number ofShares covered by any Award or to which such Award relates shall always be awhole 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 anofficer or director of the Company or any Affiliate, and any Outside Directorshall be eligible to be designated a Participant; *provided, however*, that anIncentive Stock Option shall not be granted to: (1) an Outside Director;or (2) an employee of an Affiliate unless such Affiliate is also a “subsidiarycorporation” of the Company within the meaning of Section 424(f) of the Code.

 

**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)            *Exercise Price*.  The purchase price per Share purchasable under an Option shall bedetermined by the Committee; *provided, however*, that such purchaseprice shall not be less than the average of the high and low daily trading prices (roundeddown to the nearest whole cent) of a Share on the date of grant asreported on the Nasdaq National Market System, if the Shares are then quoted onthe Nasdaq National Market System or (ii) the average of the high and low daily trading prices (roundeddown to the nearest whole cent) of a Share on a national securitiesexchange, 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 suchterm 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 ortimes at which an Option may be exercised in whole or in part and the method ormethods 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 FairMarket Value on the exercise date equal to the relevant exercise price) inwhich payment of the exercise price with respect thereto may be made or deemedto have been made.

 

(b)           *StockAppreciation Rights*.  TheCommittee is hereby authorized to grant Stock Appreciation Rights to Participantssubject to the terms of the Plan and any applicable Award Agreement.  A Stock Appreciation Right granted under thePlan shall confer on the holder thereof a right to receive upon exercisethereof the excess of (i) the Fair Market Value of one Share on the date ofexercise (or, if the Committee shall so determine, at any time during aspecified period before or after the date of exercise) over (ii) the grantprice of the Stock Appreciation Right as specified by the Committee, whichprice shall not be less than the exercise price for an Option as described inSection 6(a)(i) hereof on the date of grant of the Stock AppreciationRight.  Subject to the terms of the Planand any applicable Award Agreement, the grant price, term, methods of exercise,dates of exercise, methods of settlement and any other terms and conditions ofany Stock Appreciation Right shall be as determined by the Committee.  The Committee may impose such conditions orrestrictions on the exercise of any Stock Appreciation Right as it may deemappropriate.

 

(c)           *RestrictedStock and Restricted Stock Units*. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units toParticipants with the following terms and conditions and with such additionalterms and conditions not inconsistent with the provisions of the Plan as theCommittee shall determine:

 

(i)            *Restrictions*.  Shares of Restricted Stock andRestricted Stock Units shall be subject to such restrictions as theCommittee may impose (including, without limitation, any limitation on theright to vote a Share of Restricted Stock or the right to receive any dividendor other right or property with respect thereto), which restrictions may lapseseparately or in combination at such time or times, in such installments orotherwise as the Committee may deem appropriate.

 

(ii)           *Stock Certificates*.  Any Restricted Stock granted under the Planshall be evidenced by issuance of a stock certificate or certificates.  Such certificate or certificates shall beregistered in the name of the Participant and shall bear an appropriate legendreferring to the terms, conditions and restrictions applicable to suchRestricted Stock.

 

(iii)          *Forfeiture; Delivery of Shares*.  Except as otherwise determined by theCommittee, upon termination of employment or upon resignation or removal as anOutside Director (as determined under criteria established by the Committee)during the applicable restriction period, all Shares of Restricted Stock andall Restricted Stock Units atsuch time subject to restriction shall be forfeited and reacquired by theCompany; *provided,however*, that the Committee may, when it finds that a waiver wouldbe in the best interest of the Company, waive in whole or in part any or allremaining restrictions with respect to Shares of Restricted Stock or RestrictedStock Units.  Shares representingRestricted Stock that are no longer subject to restrictions shall be deliveredto the holder thereof promptly after the applicable restrictions lapse or arewaived.  In the case of Restricted StockUnits, no Shares shall be issued at the time such Awards are granted.  Upon the lapse or waiver of restrictions andthe restricted period relating to Restricted Stock Units evidencing the rightto receive Shares, such Shares shall be issued and delivered to the holders ofthe Restricted Stock Units.

 

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(iv)          *Limit on Restricted Stock and Restricted Stock UnitsAwards*.  Grants of RestrictedStock and Restricted Stock Units shall be subject to the limitations set forthin Section 6(f) 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(f) hereof.

 

(e)           *Dividend Equivalents.*  The Committee is hereby authorized to grantto Participants Dividend Equivalents under which such Participants who holdRestricted Stock Units or Performance Awards shall be entitled to receivepayments (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 ofShares.  Subject to the terms of thePlan and any applicable Award Agreement, such Dividend Equivalents may havesuch terms and conditions as the Committee shall determine.

 

(f)            *Limit onRestricted Stock, Restricted Stock Units and Performance Awards*.  The maximum number of Shares under the Planavailable for grants of Restricted Stock, Restricted Stock Units andPerformance Awards made from and after March 2, 2004, in the aggregate, shallbe 30,000,000 Shares.

 

(g)           *General*.

 

(i)            *No Cash Consideration for Awards*.  Except as otherwise determined by theCommittee, Awards shall be granted for no cash consideration or for suchminimal cash consideration as may be required by applicable law.

 

(ii)           *Awards May Be Granted Separately or Together*.  Awards may, in the discretion of theCommittee, be granted either alone or in addition to, in tandem with or insubstitution for any other Award or any award granted under any plan of theCompany or any Affiliate other than the Plan. Awards granted in addition to or in tandem with other Awards or inaddition to or in tandem with awards granted under any such other plan of theCompany or any Affiliate may be granted either at the same time as or at adifferent 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 anyapplicable Award Agreement, payments to be made by the Company or an Affiliateupon the grant, exercise or payment of an Award may be made in Shares, cash ora combination thereof as the Committee shall determine, and may be made in asingle payment, in installments or on a deferred basis, in each case inaccordance with rules and procedures established by the Committee.  Such rules and procedures may include,without limitation, provisions for the payment or crediting of reasonableinterest on installments or deferred payments.

 

(iv)          *Limits On Transfer of Awards*.  No Award and no right under any such Awardshall be assignable, alienable, salable or transferable by a Participant

 

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otherwise than by will orby the laws of descent and distribution; *provided, however*, that a Participant may,in the manner established by the Committee,

 

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

 

(B)           transfer a Non-Qualified Stock Optionto any “family member” (as such term is used in Form S-8 under the SecuritiesAct of 1933) of such Participant, *provided* that (1) there is noconsideration 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 totheir transfer.

 

Each Award or right underany Award shall be exercisable during the Participant’s lifetime only by theParticipant, by a transferee pursuant to a transfer permitted by clause (B) ofthis Section 6(g)(iv), or, if permissible under applicable law, by theParticipant’s or such transferee’s guardian or legal representative.  No Award or right under any such Award maybe pledged, alienated, attached or otherwise encumbered, and any purportedpledge, alienation, attachment or encumbrance thereof shall be void andunenforceable against the Company or any Affiliate.

 

(v)           *Term of Awards*.  Subject to the terms of the Plan, the term of each Award shall befor such period as may be determined by the Committee.

 

(vi)          *Rule 16b-3 Six-Month Limitations*.  To the extent required in order to complywith Rule 16b-3 only, any equity security offered pursuant to the Plan may notbe sold for at least six months after acquisition, except in the case of deathor disability, and any derivative security issued pursuant to the Plan shallnot be exercisable for at least six months, except in case of death ordisability.  Terms used in the precedingsentence shall, for the purposes of such sentence only, have the meanings, ifany, assigned or attributed to them under Rule 16b-3.

 

(vii)         *Restrictions; Securities Exchange Listing*.  All certificates for Shares delivered underthe Plan pursuant to any Award or the exercise thereof shall be subject to suchstop transfer orders and other restrictions as the Committee may deem advisableunder the Plan or the rules, regulations and other requirements of theSecurities and Exchange Commission and any applicable federal, state or foreignsecurities laws, and the Committee may cause a legend or legends to be placedon any such certificates to make appropriate reference to suchrestrictions.  If the Shares are tradedon a securities exchange, the Company shall not be required to deliver anyShares covered by an Award unless and until such Shares have been admitted fortrading on such securities exchange.

 

(viii)        *Award Limitations Under the Plan*.  No Participant may be granted any Award orAwards under the Plan, the value of which Award or Awards are based solely onan increase in the value of Shares after the date of grant of such Award orAwards, for more than 4,000,000 Shares, in the aggregate, in any one calendaryear period beginning with the 1994 calendar year.  The foregoing annual limitation specifically includes the grantof any Awards representing qualified performance-based compensation, within themeaning of Section 162(m) of the Code.

 

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**Section 7.  Amendmentand Termination; Adjustments.**

 

Except to the extent prohibited by applicable law andunless otherwise expressly provided in an 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)            absent such approval, would causeRule 16b-3 to become unavailable with respect to the Plan;

 

(ii)           requires the approval of theCompany’s shareholders under any rules or regulations of the NationalAssociation of Securities Dealers, Inc. or any securities exchange that areapplicable to the Company; or

 

(iii)          requires the approval of the Company’sshareholders under the Code in order to permit Incentive Stock Options to begranted 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 TaxWithholding; Tax Bonuses.**

 

(a)           *Withholding*.  In order to comply with all applicablefederal, state or foreign income tax or social insurance contribution laws orregulations, the Company may take such action as it deems appropriate to ensurethat all applicable federal, state or foreign payroll, withholding, income,social insurance contributions or other taxes, which are the sole and absoluteresponsibility of a Participant, are withheld or collected from suchParticipant.  In order to assist aParticipant in paying all federal, state and foreign taxes to be withheld orcollected upon exercise or receipt of (or the lapse of restrictions relatingto) an Award, the Committee, in its discretion and subject to such additionalterms and conditions as it may adopt, may permit the Participant to satisfysuch tax obligation by (i) electing to have the Company withhold a portion ofthe Shares otherwise to be delivered upon exercise or receipt of (or the lapseof restrictions relating to) such Award with a Fair Market Value equal to theamount of such taxes or (ii) delivering to the Company Shares other than Sharesissuable upon exercise or receipt of (or the lapse of restrictions relating to)such Award with a Fair

 

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

 

(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 inorder to provide funds to pay all or a portion of federal, state and foreigntaxes due as 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.  GeneralProvisions.**

 

(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 the Plan.  The terms and conditions of Awards need notbe 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, constructionand effect of the Plan and any rules and regulations relating to the Plan shallbe determined in accordance with the laws of the State of Minnesota.

 

(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 or deemedamended without, in the determination of the Committee, materially altering thepurpose or intent of the Plan or the Award, such provision shall be stricken asto such jurisdiction or Award, and the remainder of the Plan or any such Awardshall remain in full force and effect.

 

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(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.

 

**Section 10.  EffectiveDate of the Plan.**

 

The Plan shall be effective as of the date of itsapproval by the shareholders of the Company.

 

**Section 11.  Term ofthe Plan.**

 

Awards shall be granted under the Plan during a periodcommencing February 26, 1991, the date the Plan was approved by theshareholders of the Company, through March 2, 2009, the date to which theshareholders of the Company extended the expiration date of the Plan.  However, unless otherwise expressly providedin the Plan or in an applicable Award Agreement, any Award theretofore grantedmay extend beyond the ending date of the period stated above, and the authorityof the Committee provided for hereunder with respect to the Plan and anyAwards, and the authority of the Board of Directors of the Company to amend thePlan, shall extend beyond the end of such period.

 

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**EXHIBITA**

 

The Company may offer, on a one-time basis, toexchange outstanding Options with an exercise price per share equal to orgreater than $4.00 and an expiration date on or after January 1, 2004, whetheror not such options were granted under the Plan (the “Eligible Options”), otherthan Options granted to the Company’s five most highly compensated executiveofficers named in the proxy statement for the Company’s 2003 Annual Meeting ofShareholders, members of the Board of Directors, former employees, retirees andsuch employees in countries outside the United States as may be deemedineligible for the exchange program, for replacement Options (“ReplacementOptions”) to be granted under the Plan on a date that is at least six monthsand one day from the latest date on which an Eligible Option is validlysurrendered.  The Replacement Optionswill have an exercise price as described in Section 6(a)(i) of the Plan.

 

The exchange ratios for shares covered by EligibleOptions surrendered in exchange for shares covered by Replacement Options shallbe as follows, assuming a fair market value of the Company’s Common Stock onthe 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 valueof the Common Stock will be the average of the closing prices of the CommonStock over a period of 20 consecutive trading days ending no earlier than 45days and no later than 25 days prior to the commencement of the exchangeprogram (the “Current Stock Price”).

 
| **Tier** |   | **Current  Exercise Price** |            | **$1.00/share  Exchange Ratio** |       | **$2.00/share  Exchange Ratio** |      | **$3.00/share  Exchange Ratio** |      | **$4.00/share  Exchange Ratio** |      | **$5.00/share  Exchange Ratio** |      | **$7.50/share  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 CurrentStock Prices listed in the table above, the final exchange ratios will bedetermined by interpolating between these prices and rounding to the nearest..25 of a share.  If the actual CurrentStock Price is below $1.00 per share, the exchange ratios will be increasedappropriately.  The exchange program willbe cancelled in its entirety if the Current Stock Price is equal to or greaterthan $7.50****per share.

 

To participate in the stock option exchange program,an employee must surrender all of the Eligible Options issued to such employeewith an exercise price at or above the lowest tier exercise price of EligibleOptions the employee chooses to surrender.

 

Each Replacement Option shall be a Non-Qualified StockOption; shall vest 25% on the six-month anniversary of the date of grant, withan additional 25% vesting at the end of each subsequent six-month period; andshall have a term of seven years from the date of grant.  All other terms of the Replacement Optionsshall be consistent with the Company’s standard terms for Non-Qualified StockOptions granted under the Plan.

 

All other terms and conditions of the stock optionexchange program shall be determined in the sole discretion of the Board ofDirectors or the Compensation Committee.

 

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