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                                                                    EXHIBIT 10.6

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                             SCHOLASTIC CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

              (AMENDED AND RESTATED EFFECTIVE AS OF MARCH 1, 2000)

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                             SCHOLASTIC CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

              (AMENDED AND RESTATED EFFECTIVE AS OF MARCH 1, 2000)



                                TABLE OF CONTENTS

1.        Purpose .......................................................   1

2.        Definitions ...................................................   1

3.        Shares Reserved for Plan ......................................   4

4.        Administration of the Plan ....................................   4

5.        Participation in the Plan .....................................   5

6.        Purchase Price ................................................   6

7.        Method of Payment .............................................   6

8.        Employee's Election to Purchase. Grants of Options ............   6

9.        Exercise of Option ............................................   7

10.       Delivery of Common Stock ......................................   7

11.       Limitations of Number of Shares Which May Be Purchased ........   8

12.       Stockholder Rights ............................................   9

13.       Rights to Purchase Shares Not Transferable ....................   9

14.       Cancellation of Election to Purchase ..........................   9

15.       Leave of Absence or Layoff ....................................  10

16.       Effect of Failure to Make Payments When Due ...................  11

17.       Retirement ....................................................  11


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18.       Death .........................................................  11

19.       Termination of Employment Other Than for Retirement or Death ..  12

20.       Dividends and Interest ........................................  12

21.       Application of Funds ..........................................  12

22.       Amendment and Termination .....................................  12

23.       Reports .......................................................  13

24.       Effective Date; Governmental Approvals or Consents ............  13

25.       Notices .......................................................  13

26.       Regulations and Other Approvals; Governing Law ................  14

27.       Withholding of Taxes ..........................................  14

28.       Legend ........................................................  14

29.       No Employment Rights ..........................................  15

30.       Severability of Provisions ....................................  15

31.       Construction ..................................................  15


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                             SCHOLASTIC CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

              (AMENDED AND RESTATED EFFECTIVE AS OF MARCH 1, 2000)

1.      PURPOSE.

                The purpose of the Scholastic Corporation 1998 Employee Stock
Purchase Plan (the "Plan") is to encourage and enable eligible employees of
Scholastic Corporation (the "Company") and certain affiliated companies to
acquire proprietary interests in the Company through the ownership of Common
Stock of the Company. The Company believes that employees who participate in the
Plan will have a closer identification with the Company by virtue of their
ability as stockholders to participate in the Company's growth and earnings. It
is the intention of the Company to have the Plan qualify as an "employee stock
purchase plan" under Section 423 of the Code. Accordingly, the provisions of the
Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.

                The Plan was originally approved by the holders of the
Company's Class A Stock pursuant to written consent dated November 30, 1998
and adopted by the Board of Directors the Company effective as of January 1,
1999 and was amended and restated by action of the Board of Directors of the
Company effective as of March 1, 2000.

2.      DEFINITIONS.

                  The following words or terms have the following meanings:

                  (a) "AGENT" shall mean the agent, broker or other
administrator, including without limitation, employees of the Employer,
appointed by the Committee pursuant to Section 4(b) hereof.

                  (b) "ANNUAL PAY" shall mean an amount equal to the sum of (i)
the annual basic rate of pay of an Eligible Employee as determined from the
payroll records of the Company, Designated Subsidiary or Designated Parent and
(ii) all other cash compensation paid to an Eligible Employee during a Purchase
Period by the Company, Designated Subsidiary or Designated Parent, including
overtime, bonuses, and 401(k) salary deferral contributions and amounts
excludable under Section 125 of the Code under certain employee benefit plans,
but does not include any contributions by the Company, Designated Parent or
Designated Subsidiary, to, or benefits paid under, the Plan or any other
pension, profit-sharing, fringe


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benefit, group insurance or other employee welfare plan or any deferred
compensation arrangement. Notwithstanding the foregoing, the Committee, in its
sole discretion, may adjust the types of compensation constituting Annual Pay;
provided that any such determination shall be applied on a uniform and
consistent basis to all Eligible Employees.

                  (c) "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company or the Executive Committee of such Board of Directors.

                  (d) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  (e) "COMMITTEE" shall mean the Human Resources and
Compensation Committee of the Board of Directors of the Company or any successor
committee, or such other committee of the Board of Directors of the Company
appoints to administer the Plan. To the extent that no Committee exists which
has the authority to administer the Plan, the functions of the Committee shall
be exercised by the Board of Directors.


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                  (f) "COMPANY" shall mean Scholastic Corporation, a corporation
organized under the laws of Delaware (or any successor corporation).

                  (g) "DESIGNATED PARENT" shall mean any Parent of the Company
which is specifically designated as eligible to participate in the Plan by the
Committee from time to time in its sole discretion.

                  (h) "DESIGNATED SUBSIDIARIES" shall mean each Subsidiary of
the Company on the effective date of the Plan and future Subsidiaries which are
not specifically excluded from participation by the Committee from time to time
in its sole discretion. Notwithstanding the foregoing, the term "Designated
Subsidiaries" shall not include Subsidiaries located in Foreign Jurisdictions,
unless the Committee specifically designates such Subsidiary as a Designated
Subsidiary.

                  (i) "ELIGIBLE EMPLOYEE" shall mean any person (i) whose
customary employment is for more than twenty (20) hours per week for an
Employer; (ii) whose customary employment is for more than five (5) months per
year; and (iii) who has completed the Eligibility Period. Notwithstanding the
foregoing, the Committee may exclude the employees of any specified Designated
Parent or Designated Subsidiary from any offering under the Plan.

                  (j) "ELIGIBILITY PERIOD" shall mean, with respect to any
employee, the ninety (90) day period commencing on the first day of each fiscal
quarter of the Company after the employee has completed six (6) continuous
months of service with the Employer. Notwithstanding the foregoing, the
Committee may, in its sole discretion, increase or decrease the length of the
Eligibility Period with respect to the employees of the Company, and any and all
Designated Parent and Designated Subsidiaries; provided that such period shall
in no event exceed two (2) years.

                  (k) "EMPLOYER" shall mean, with respect to any employee, the
Company or Designated Subsidiary or Designated Parent by which the employee is
employed.

                  (l) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

                  (m) "EXERCISE DATE" shall mean the last business day of each
Purchase Period in which payroll deductions are made under the Plan.

                  (n) "FOREIGN JURISDICTION" shall mean any jurisdiction outside
of the United States including, without limitation, countries, states,
provinces, and localities.

                  (o) "MARKET PRICE" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, as of any date, the last sales price reported for the Common Stock
on the applicable date: (i) as reported on the principal


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national securities exchange on which it is then traded or the Nasdaq Stock
Market, Inc. or (ii) if not traded on any such national securities exchange or
the Nasdaq Stock Market, Inc. as quoted on an automated quotation system
sponsored by the National Association of Securities Dealers, Inc. If the Common
Stock is not readily tradable on a national securities exchange, the Nasdaq
Stock Market, Inc. or any automated quotation system sponsored by the National
Association of Securities Dealers, Inc., its Market Value shall be set in good
faith by the Committee.

                  (p) "OFFERING DATE" shall mean the first day of each Purchase
Period.

                  (q) "OPTION" shall mean the right or rights granted to
Eligible Employees to purchase the Company's Common Stock under an offering made
under the Plan and pursuant to such Eligible Employees' elections to purchase.

                  (r) "PARENT" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of granting an Option, each of the corporations other than the employer
corporation owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

                  (s) "PARTICIPANT" shall mean an Eligible Employee who
participates in the Plan.

                  (t) "PLAN" shall mean the Scholastic Corporation 1998 Employee
Stock Purchase Plan, as amended from time to time.

                  (u) "PURCHASE PERIOD" shall mean the period beginning on the
first day of each fiscal quarter of the Company and ending on the last day of
each fiscal quarter of the Company, or such other period designated by the
Committee, in its sole discretion, during which installment payments for Common
Stock purchased under the Plan shall be made.

                  (v) "RULE 16b-3" shall mean Rule 16b-3 promulgated under
Section 16(b) of the Exchange Act as then in effect or any successor provisions.

                  (w) "SHARES", "STOCK" or "COMMON STOCK" shall mean shares of
the Company's common stock, par value $.01 per share.

                  (x) "SUBSIDIARY" shall mean any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company at the
time of granting an Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

                  (y) "SUBSCRIPTION PERIOD" shall mean the first day of the
preceding Purchase Period through the 20th day of the last month of the
preceding the Purchase Period, or such other


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period of time designated by the Committee, in its sole discretion, in any offer
of Common Stock under the Plan beginning on the first day Eligible Employees may
elect to purchase Shares and ending on the last day such elections to purchase
are authorized to be received and accepted.

3.                SHARES RESERVED FOR PLAN.

                  (a) The Shares of the Company's Common Stock to be sold to
Eligible Employees under the Plan may, at the election of the Committee, be
purchased by the Agent on the open market or may be treasury shares or
newly-issued and authorized Shares delivered to the Plan, upon such terms as the
Committee may approve. The maximum number of Shares which shall be reserved and
made available for sale under the Plan shall be 200,000, subject to adjustment
as provided in paragraph (b) of this Section. The Shares reserved may be issued
and sold pursuant to one or more offerings under the Plan. With respect to each
offering, the Committee may specify the number of Shares to be made available,
the length of the Subscription Period, the length of the Purchase Period, the
Offering Dates and such other terms and conditions not inconsistent with the
Plan as may be necessary or appropriate. In no event shall the Subscription
Period and the Purchase Period together exceed twenty-seven (27) months for any
offering.

                  (b) In the event of any increase, reduction, or change or
exchange of Common Stock for a different number or kind of Shares or other
securities of the Company by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, stock dividend, stock split or reverse
stock split, combination or exchange of Shares, repurchase of Shares, change in
corporate structure or otherwise, the Committee shall conclusively determine the
appropriate equitable adjustments, if any, to be made under the Plan, including
without limitation adjustments to the number of Shares which have been
authorized for issuance under the Plan but have not yet been placed under
Option, as well as the price per Share of Common Stock covered by each Option
under the Plan which has not yet been exercised.

                  (c) In the event of the complete liquidation of the Company or
of a reorganization, consolidation or merger in which the Company is not the
surviving Corporation, any Option granted under the Plan shall continue in full
force and effect unless either (i) the Committee modifies such Option so that it
is fully exercisable with respect to all of the Common Stock subject thereto
prior to the effective date of such transaction or (ii) the surviving
corporation issues or assumes a stock option as contemplated under Section
424(a) of the Code.

4.       ADMINISTRATION OF THE PLAN.

                  (a) The Plan shall be administered by the Committee and the
Committee may select an administrator or any other person to whom its duties and
responsibilities hereunder may be delegated. The Committee shall have full power
and authority, subject to the provisions of the Plan, to promulgate such rules
and regulations as it deems necessary for the proper administration of the Plan,
to interpret the provisions and supervise the administration of the Plan, and to
take all actions in connection therewith or in relation thereto as it deems
necessary or


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advisable. The Committee may adopt special guidelines and provisions for persons
who are residing in, or subject to the laws of, Foreign Jurisdictions to comply
with applicable tax and securities laws. All interpretations and determinations
of the Committee shall be made in its sole and absolute discretion based on the
Plan document and shall be final, conclusive and binding on all parties.

                  (b) The Committee may employ such legal counsel, consultants,
brokers and agents as it may deem desirable for the administration of the Plan
and may rely upon any opinion received from any such counsel or consultant and
any computation received from any such consultant, broker or agent. The
Committee may, in its sole discretion, designate an Agent to administer the
Plan, purchase and sell Shares in accordance with the Plan, keep records, send
statements of account to employees and to perform other duties relating to the
Plan, as the Committee may request from time to time. The Agent shall serve as
custodian for purposes of the Plan and, unless otherwise requested by the
Participant, Common Stock purchased under the Plan shall be held by and in the
name of, or in the name of a nominee of, the custodian for the benefit of each
Participant, who shall thereafter be a beneficial stockholder of the Company.
The Committee may adopt, amend or repeal any guidelines or requirements
necessary for the custody and delivery of the Common Stock, including, without
limitation, guidelines regarding the imposition of reasonable fees in certain
circumstances.

                  (c) The Company shall, to the fullest extent permitted by law
and the Certificate of Incorporation and By-laws of the Company and, to the
extent not covered by insurance, indemnify each director, officer or employee of
the Employer (including the heirs, executors, administrators and other personal
representatives of such person) and each member of the Committee against all
expenses, costs, liabilities and losses (including attorneys' fees, judgments,
fines, excise taxes or penalties, and amounts paid or to be paid in settlement)
actually and reasonably incurred by such person in connection with any
threatened, pending or actual suit, action or proceeding (whether civil,
criminal, administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was serving
this Plan in any capacity at the request of the Company, except in instances
where any such person engages in willful neglect or fraud. Such right of
indemnification shall include the right to be paid by the Company for expenses
incurred or reasonably anticipated to be incurred in defending any such suit,
action or proceeding in advance of its disposition; provided, however, that the
payment of expenses in advance of the settlement or final disposition of a suit,
action or proceeding, shall be made only upon delivery to the Company of an
undertaking by or on behalf of such person to repay all amounts so advanced if
it is ultimately determined that such person is not entitled to be indemnified
hereunder. Such indemnification shall be in addition to any rights of
indemnification the person may have as a director, officer or employee or under
the Certificate of Incorporation of the Company or the By-Laws of the Company.
Expenses incurred by the Committee or the Board of Directors in the engagement
of any such counsel, consultant or agent shall be paid by the Company.

5.      PARTICIPATION IN THE PLAN.


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                  Options to purchase the Company's Common Stock under the Plan
shall be granted to all Eligible Employees; provided, however, that solely to
the extent allowable under Section 423 of the Code, the Committee may determine
that any offering of Common Stock under the Plan will not be extended to all or
some officers, highly compensated employees of the Employer or to those
employees whose principal duties consist of supervising the work of other
employees. Any decision relating to the inclusion or exclusion of any executive
officer (as defined in Rule 3b-7 promulgated under the Exchange Act as then in
effect or any successor provisions) of the Employer pursuant to this Section
shall be made only by the members of the Committee who are not executive
officers of the Employer and who have not participated or been eligible to
participate in this Plan or any similar employee stock option plan for a period
of at least one year prior to such determination.

6.       PURCHASE PRICE.

                The purchase price for Shares purchased pursuant to the Plan
shall be determined by the Committee, in its sole discretion, and shall remain
in effect unless modified at least thirty (30) days prior to the applicable
Offering Date, but in no event shall be less than the lesser of: (i) eighty-five
percent (85%) of the Market Price of a Share of Common Stock on the first
business day of the Purchase Period or (ii) eighty-five (85%) of the Market
Price of a Share of Common Stock on the Exercise Date. Effective as of the
effective date of the Plan until modified by the Committee, the price per Share
of the Common Stock subject to an offering shall be the lesser of: (i)
eighty-five percent (85%) of the Market Price of a Share of Common Stock on the
first business day of the Purchase Period or (ii) eighty-five (85%) of the
Market Price of a Share of Common Stock on the Exercise Date.

7.       METHOD OF PAYMENT.

                  Payment for Shares purchased pursuant to the Plan shall be
made in installments through payroll deductions, with no right of prepayment.

8.       EMPLOYEE'S ELECTION TO PURCHASE.  GRANTS OF OPTIONS.

                (a) In order to participate in the Plan, an Eligible Employee
must sign an election to purchase Shares on a form provided by the Company
stating the Eligible Employee's desire to purchase Shares under the Plan and
showing the amount which the Eligible Employee elects to have withheld from his
or her pay for such payroll period during the Purchase Period. The election to
purchase Shares must be delivered on or before the last day of the Subscription
Period to the person or office designated to receive and accept such elections.
An Eligible Employee may increase or decrease such payroll deductions prior to
the beginning of any subsequent Subscription Period by giving sufficient prior
written notice to the Committee on a form provided by, or acceptable to, the
Committee for such purpose. An Eligible Employee may terminate a payroll
deduction authorization at any time pursuant to Section 14(a) hereof on a form
provided by the Company. An authorization shall remain in effect until modified
or terminated by the Eligible Employee or until the percentage used to determine
the Option price is


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effectively increased or decreased. Any changes in the election to purchase
Shares, other than a full cancellation, shall become effective as of the next
succeeding Purchase Period; provided that such election is made during the
succeeding Subscription Period.

                (b) All payroll deductions made by a Participant shall be
credited to such Participant's account under the Plan. A Participant may not
make any additional payments into such account except as otherwise provided
herein.

                (c) In the event a Participant makes a hardship withdrawal of
employee deferral (401 (k)) contributions under a 401 (k) profit sharing plan of
the Company, a Subsidiary, or a Parent or an affiliate or any other plan
qualified under Section 401(a) of the Code that contains a Code Section 401(k)
feature, to the extent required by such plan, such Participant's payroll
deductions and the purchase of Shares under the Plan shall be suspended until
the first payroll period following the Offering Date commencing after the twelve
(12) month period after such hardship withdrawal. If a Participant who elects a
hardship withdrawal under such a 401 (k) profit sharing plan or such other plan
has a cash balance accumulated in his or her account at the time of withdrawal
that has not already been applied to purchase Shares, such cash balance shall be
returned to the Participant as soon as administratively practicable.

9.       EXERCISE OF OPTION.

                  (a) A Participant's election to purchase Shares shall be
exercised automatically on the Exercise Date, and the maximum number of whole
and/or fractional Shares subject to such Option shall be purchased for such
Participant at the applicable Option price with the accumulated payroll
deductions in such Participant's account. If all or any portion of the Shares
cannot reasonably be purchased on the Exercise Date in the sole discretion of
the Committee because of unavailability or any other reason, such purchase shall
be made as soon thereafter as feasible. In no event shall certificates for any
fractional Shares be issued under the Plan. Shares shall be credited to the
Participant's account as soon as administratively feasible after the Exercise
Date.

                  (b) If the total number of Shares which would otherwise be
subject to Options granted on an Offering Date exceeds the number of Shares then
available under the Plan (after deduction of all Shares for which Options have
been exercised or are then outstanding), the Committee shall make a pro rata
allocation of the Shares remaining available for Option grant in as uniform a
manner as shall be practicable and as it shall determine to be equitable. In
such event, the Committee shall give written notice to each Participant of such
reduction of the number of Option Shares affected thereby and shall similarly
reduce the rate of payroll deductions, if necessary.

                  (c) All Shares included in any offering under the Plan in
excess of the total number of Shares which all Participants elect to purchase
and all Shares with respect to which elections to purchase are canceled as
provided in Section 14 shall continue to be reserved for the Plan and shall be
available for inclusion in any subsequent offering under the Plan.


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10.      DELIVERY OF COMMON STOCK.

                  (a) Certificates for whole shares of Common Stock shall not be
issued to Participants unless and until requested or as otherwise provided
herein. Such certificates shall be issued as soon as administratively feasible
following the Participant's request for issuance. If a Participant requests
certificates for whole shares of Common Stock, any fractional shares of Common
Stock shall remain in the Participant's account during his or her employment,
unless he or she requests cash in lieu of the fractional shares. A fee fixed by
the Plan's Agent or transfer agent, as the case may be, may be charged to the
Participant for the issuance of certificates of shares of Common Stock and for
the replacement of lost certificates. Certificates for a fractional share of
Common Stock shall not be issued under any circumstance. The Committee or the
Plan's Agent may establish limitations on the issuance of certificates to the
extent allowable by applicable law.

                  (b) A Participant may request the Agent to sell all or a
portion of Shares for which certificates have not been issued and receive cash
for such Shares, subject to any brokerage fees or commissions.

                  (c) Notwithstanding any other provision of the Plan to the
contrary, following a Participant's termination of employment, death or
retirement from the Company, any Subsidiary and any Parent, the Participant (or,
in the case of death, his or her legal representative) shall elect, within such
period as prescribed by the Committee to (i) direct the Committee or Agent to
sell all or a portion of Shares for which certificates have not been issued and
receive cash for such Shares, subject to any brokerage fees or commissions; (ii)
receive certificates for all of the whole Shares and cash in lieu of any
fractional Shares credited to the Participant's account under the Plan; or (iii)
receive payment from the Plan for all Shares in such other manner permitted by
the Committee in its sole discretion, including permitting the transfer of
certificates for all Shares (including fractional Shares) credited to the
Participant's account under the Plan to an individual brokerage account
established by the Agent for the benefit of the Participant or for the benefit
of the Participant and his or her spouse as joint tenants with rights of
survivorship. The Committee may establish and adopt rules dictating the default
election of a Participant (or, in the case of death, his or her legal
representative) who does not make a timely election pursuant to this paragraph
(c). A fee fixed by the Plan's Agent may be charged to the Participant for the
issuance of certificates of Shares.

11.     LIMITATIONS OF NUMBER OF SHARES WHICH MAY BE PURCHASED.

                  (a) Notwithstanding any provisions of the Plan to the
contrary, no individual shall be granted an Option under the Plan:

                           (i) if, immediately after the grant, such individual
(or any other person whose stock would be attributed to such individual pursuant
to Section 424(d) of the Code) would own stock and/or hold outstanding Options
to purchase stock possessing five percent (5%)


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or more of the total combined voting power or value of all classes of stock of
the Company or of any Subsidiary or Parent; or

                           (ii) which permits such individual's right to
purchase stock under all employee stock purchase plans (as described in Section
423 of the Code) of the Company and any Subsidiary or Parent to accrue at a rate
which exceeds twenty five thousand dollars ($25,000) of fair market value of
such stock (determined at the time such option is granted) for any calendar year
in which such option is outstanding at any time; or

                           (iii) which permits an Eligible Employee to purchase
Shares during any one offering pursuant to the Plan for an aggregate purchase
price (which shall be computed on an annual basis in the event the Purchase
Period is more or less than twelve (12) months) in excess of ten percent (10%)
of his or her Annual Pay.

                (b) An Eligible Employee may elect to purchase less than the
number of Shares which he or she is entitled to elect to purchase.

12.     STOCKHOLDER RIGHTS.

                  The Common Stock purchased upon exercise of an Option
hereunder shall be credited to the Participant's account under the Plan and
shall be deemed to be transferred to the Participant on the Exercise Date. Only
upon the issuance of Shares to a Participant or his agent (and only in respect
to such Shares purchased) shall a Participant obtain the rights of stockholders,
including, without limitation, any right to vote the Shares or receive any
dividends or any other distributions thereon. The Shares purchased will be
issued as soon as practicable after the Exercise Date.

13.     RIGHTS TO PURCHASE SHARES NOT TRANSFERABLE.

                (a) Neither payroll deductions credited to a Participant's
account nor any rights with regard to the exercise of an Option or to receive
Shares under the Plan may be sold, pledged, assigned or transferred in any
manner otherwise than by will or the laws of descent and distribution. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with Section 10 hereof.

                (b) All rights of a Participant granted under this Plan,
including but not limited to, the grant of an Option, the right to exercise an
Option and the ability to authorize payroll deductions shall relate solely to a
Participant, except as otherwise provided in Section 17 hereof.

14.     CANCELLATION OF ELECTION TO PURCHASE.


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                (a) An Eligible Employee who has elected to purchase Shares
during a Purchase Period may cancel his or her election with respect to such
Purchase Period in the amount which he or she has authorized the Company to
withhold from his pay for each payroll period during the Purchase Period. Any
such cancellation shall be effective as soon as feasible after the delivery by
the Eligible Employee of sufficient prior written notice of cancellation on a
form provided by, or acceptable to, the Committee for such purpose to the office
or person designated by the Committee to receive such elections. Such notice of
full cancellation must be so delivered no later than the close of business on
the 20th day of the month preceding the Exercise Date.

                (b) An Eligible Employee's rights upon the full cancellation of
his or her election to purchase Shares shall be limited to receiving in cash, as
soon as practicable after delivery of the notice of cancellation, the cash
balance (without interest) then credited to his or her account.

                (c) A Participant's cancellation of his or her election to
purchase Shares in an offering shall not have any effect upon such Participant's
eligibility to participate in a subsequent offering or in any similar plan which
may hereafter be adopted by the Company.

15.     LEAVE OF ABSENCE OR LAYOFF.

                (a) If a Participant who is granted a leave of absence
(including a military leave) or who is laid off during a Purchase Period, his or
her election to purchase shall be deemed to have been canceled at the time of
the leave of absence or layoff. An Participant's Eligible Employee's rights upon
leave of absence (including a military leave) or layoff shall, subject to any
rights under law, be limited to having the cash balance credited to his or her
account at the time of such leave of absence or layoff becomes effective applied
to the purchase of the number of Shares such amount will then purchase at the
end of the Purchase Period.

                (b) In the event that such individual's leave of absence ends
and such individual again becomes an Eligible Employee within 90 days from the
date of his or her leave of absence or layoff, payroll deductions shall resume
automatically in accordance with his or her most recent payroll deduction
authorization form in effect prior to the leave of absence or layoff.

16.     EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE.

                (a) If in any payroll period, for any reason not set forth in
Section 14, a Participant who has filed an election to purchase Shares under the
Plan has no pay or his or her pay is insufficient (after other authorized
deductions) to permit deduction of his or her installment payment, the
Participant may make a payment to the Plan in cash at such time equal to the
amount of the installment payment deficiency. If such cash payment is not so
made, the Participant, when his or her pay is again sufficient to permit the
resumption of installment payments, must pay in cash the amount of the
deficiency in his or her account or arrange for uniformly increased installment
payments so that, assuming the maximum purchase price per


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Share, payment for the maximum number of Shares covered by his or her Option
will be completed in the last month of the Purchase Period. If the Participant
elects to make increased installment payments, he or she may, nevertheless, at
any time make up the remaining deficiency by making a lump sum payment.

                (b) Subject to paragraph (a) above and other provisions of the
Plan permitting postponement, the Company may treat the failure by a Participant
to make any payment as a cancellation of his or her election to purchase Shares.
Such cancellation will be affected by mailing notice to him or her at his or her
last known business or home address. Upon such mailing, his or her only right
will be to receive in cash the amount credited to his or her account.

17.     RETIREMENT.

                (a) Upon "Retirement" (as hereinafter defined), a Participant
will be deemed canceled as of the date of retirement and the only right of the
Participant will be to receive in cash, the cash amount credited to his or her
account.

                (b) For the purposes of this Plan, "Retirement shall mean a
Participant's attainment of age sixty-five (65).

18.     DEATH.

                If a Participant dies and has an election to purchase Shares in
effect at the time of his or her death, the election will be deemed canceled as
of the date of death, and the only right of such legal representative will be to
receive in cash, the cash amount credited to the deceased Participant's account.

19.     TERMINATION OF EMPLOYMENT OTHER THAN FOR RETIREMENT OR DEATH.

                If an Eligible Employee's employment is terminated for any
reason other than Retirement or death prior to the end of the Purchase Period,
his or her election to purchase shall thereupon be deemed canceled as of the
date on which his or her employment ended. In such an event, no further payments
under such election will be permitted, and the Eligible Employee's only right
will be to receive in cash the amount credited to his or her account.

20.     DIVIDENDS AND INTEREST.

                (a) Cash dividends, if any, on Shares acquired through the Plan
will be automatically paid by check directly to the Participant by the Company,
or if applicable, the transfer agent. Dividends paid in property other than cash
or Common Stock shall be distributed to Participants as soon as practicable.


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                (b) Except as required by law, including without limitation, the
Investment Company Act of 1940, as amended, no interest shall accrue on or be
payable with respect to the payroll deductions of a Participant in the Plan.

21.     APPLICATION OF FUNDS.

                All funds received by the Company in payment for Shares
purchased under the Plan and held by the Company at any time may be used for any
valid corporate purpose.

22.     AMENDMENT AND TERMINATION.

                The Company, by action of the Board of Directors (or a duly
authorized committee) or the Committee may at any time terminate, amend or
freeze the Plan. No such termination shall adversely affect Options previously
granted and no amendment may make any change in any Option theretofore granted
which adversely affects the rights of any Participant. No amendment shall be
effective unless approved by the stockholders of the Company if stockholder
approval of such amendment is required to comply with Section 423 of the Code or
to comply with any other applicable law, regulation or stock exchange rule. Upon
termination of the Plan, the Company shall return or distribute the payroll
deductions credited to a Participant's account (that have not been used to
purchase Shares) and shall distribute or credit Shares credited to a
Participant's account. Upon the freezing of the Plan, any payroll deductions
credited to a Participant's account (that have not been used to purchase Shares)
shall be used to purchase Shares in accordance with Section 9, substituting the
term Exercise Date with the effective date of the freezing of the Plan.

23.     REPORTS.

                Individual accounts shall be maintained for each Participant in
the Plan. Statements of account shall be given to Participants at such times
prescribed by the Committee; such statements shall set forth the amounts of
payroll deductions, the purchase price per Share, the number of Shares
purchased, the aggregate Shares in the Participant's account and the remaining
cash balance, if any.

24.     EFFECTIVE DATE; GOVERNMENTAL APPROVALS OR CONSENTS.

                The Plan was originally approved by the holders of the Company's
Class A Stock pursuant to written consent dated November 30, 1998 and adopted by
the Board of Directors the Company effective as of January 1, 1999 and was
amended and restated by action of the Board of Directors of the Company
effective as of March 1, 2000. The Plan and any offerings and sales to Eligible
Employees under it are subject to any governmental approvals or consents that
may be or become applicable in connection therewith. The Board of Directors or
the Committee may make such changes in the Plan and include such terms in any
offering under the Plan as may be necessary or desirable, in the opinion of
counsel, so that the Plan will comply with the rules


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<PAGE>


and regulations of any governmental authority and so that Eligible Employees
participating in the Plan will be eligible for tax benefits under the Code or
the laws of any state.

25.     NOTICES.

                All notices or other communications by a Participant to the
Company or the Committee under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Company or
Committee at the location, or by the person, designated for the receipt thereof
and within the time period prescribed by the Company or Committee. Each
Participant shall be responsible for furnishing the Committee with the current
and proper address for the mailing of notices and the delivery of other
information. Any notices or communications by the Company to a Participant shall
be deemed given if directed to such address and mailed by regular United States
mail, first-class and prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing shall be suspended until the Participant
furnishes the proper address.

26.     REGULATIONS AND OTHER APPROVALS; GOVERNING LAW.

                (a) This Plan and the rights of all persons claiming hereunder
shall be construed and determined in accordance with the laws of the State of
Delaware without giving effect to the choice of law principles thereof, except
to the extent that such law is preempted by federal law.

                (b) The obligation of the Company to sell or deliver Shares with
respect to Options granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.

                (c) To the extent required, the Plan is intended to comply with
Rule 16b-3 and the Committee shall interpret and administer the provisions of
the Plan in a manner consistent therewith. Any provisions inconsistent with Rule
16b-3 shall be inoperative and shall not affect the validity of the Plan. The
Committee may establish and adopt administrative guidelines, designed to
facilitate compliance with Section 16(b) of the Exchange Act and Rule 16b-3, as
it may deem necessary or proper for the administration and operation of the Plan
and the transaction of business thereunder.

27.     WITHHOLDING OF TAXES.

                (a) If the Participant makes a disposition, within the meaning
of Section 424(c) of the Code and regulations promulgated thereunder, of any
Share or Shares issued to such Participant pursuant to such Participant's
exercise of an Option, and such disposition occurs within the two-year period
commencing on the day after the Offering Date or within the one-year


                                       14
<PAGE>


period commencing on the day after the Exercise Date, such Participant shall
immediately, or as soon as practicable thereafter, notify the Company thereof
and thereafter immediately deliver to the Company any amount of federal, state
or local income taxes and other amounts which the Company informs the
Participant the Company is required to withhold.

                (b) Notwithstanding anything herein to the contrary, the
Employer shall have the right to make such provisions as it deems necessary to
satisfy any obligations to withhold federal, state, or local income taxes or
other taxes incurred by reason of the issuance of Common Stock pursuant to the
Plan. Notwithstanding anything herein to the contrary, the Employer may require
a Participant to remit an amount equal to the required withholding amount and
may invalidate any election if the Participant does not remit applicable
withholding taxes. Without limiting the generality of the foregoing, any
withholding obligation with regard to any Participant may be satisfied by: (i)
reducing the number of shares of Common Stock otherwise deliverable to the
Participant; (ii) subject to the Committee's prior consent, any method approved
by the Committee; or (iii) by the Participant paying cash directly to the
Company.

28.     LEGEND.

                (a) The Committee may require each person receiving shares
pursuant to the exercise of an Option under the Plan to represent to and agree
with the Company in writing that the Participant is acquiring the shares without
a view to distribution thereof. In addition to any legend required by this Plan,
the certificates for such Shares may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.

                (b) All certificates for Shares delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable to assist in the compliance with any applicable tax
withholding laws or under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed or any national securities association system upon whose
system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

29.     NO EMPLOYMENT RIGHTS.

                The establishment and operation of this Plan shall not confer
any legal rights upon any Participant or other person for a continuation of
employment, nor shall it interfere with the rights of an Employer to discharge
any employee and to treat him or her without regard to the effect which that
treatment might have upon him or her as a Participant or potential Participant
under the Plan.

30.     SEVERABILITY OF PROVISIONS.


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<PAGE>


                If any provision of the Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and the Plan shall be construed and enforced as if such
provisions had not been included.

31.     CONSTRUCTION.

                The use of a masculine pronoun shall include the feminine, and
the singular form shall include the plural form, unless the context clearly
indicates otherwise. The headings and captions herein are provided for reference
and convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.


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