EXHIBIT 4.1

AMENDED AND RESTATED


                             CYBEROPTICS CORPORATION
                            1998 STOCK INCENTIVE PLAN

Section 1. Purpose.

         The purpose of the Plan is to aid in attracting and retaining
management personnel and other persons providing valuable services to the
CyberOptics Corporation (the "Company") capable of assuring the future success
of the Company, to offer such personnel incentives to put forth maximum efforts
for the success of the Company's business and to afford such personnel an
opportunity to acquire a proprietary interest in the Company.

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, in each case as determined by the
                  Committee.

         (b)      "Award" shall mean any Option, Stock Appreciation Right,
                  Restricted Stock, Restricted Stock Unit, Performance Award,
                  Dividend Equivalent or Other Stock-Based 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, which shall consist of members appointed from time to
                  time by the Board of Directors. Each member of the Committee
                  shall be an "outside director" as defined in Section 162(m) of
                  the Code.

         (f)      "Company" shall mean CyberOptics Corporation, a Minnesota
                  corporation, and any successor corporation.

         (g)      "Dividend Equivalent" shall mean any right granted under
                  Section 6(e) of the Plan.

         (h)      "Eligible Person" shall mean any employee, officer, consultant
                  or independent contractor providing services to the Company or
                  any Affiliate who the Committee determines to be an Eligible
                  Person.

         (i)      "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

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                  determined by such methods or procedures as shall be
                  established from time to time by the Committee.

         (j)      "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.

         (k)      "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.

         (l)      "Option" shall mean an Incentive Stock Option or a
                  Non-Qualified Stock Option, and shall include Restoration
                  Options.

         (m)      "Other Stock-Based Award" shall mean any right granted under
                  Section 6(f) of the Plan.

         (n)      "Participant" shall mean an Eligible Person designated to be
                  granted an Award under the Plan.

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

         (p)      "Person" shall mean any individual, corporation, partnership,
                  association or trust.

         (q)      "Plan" shall mean this 1998 Stock Incentive Plan, as amended
                  from time to time.

         (r)      "Reload Option" shall mean any Option granted under Section
                  6(a)(iv) of the Plan.

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

         (t)      "Restricted Stock Unit" shall mean any unit granted under
                  Section 6(c) of the Plan evidencing the right to receive a
                  Share (or a cash payment equal to the Fair Market Value of a
                  Share) at some future date.

         (u)      "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.

         (v)      "Shares" shall mean shares of Common Stock, no 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.

         (w)      "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 express
                  provisions of the Plan and to applicable law, the Committee
                  shall have full power and authority to: (i) designate
                  Participants;


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                  (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,
                  rights or other matters are to be calculated in connection
                  with) each Award; (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, Restricted Stock Units or other
                  Awards; (vi)determine whether, to what extent and under what
                  circumstances Awards may be exercised in cash, Shares, other
                  securities, other Awards or other property, or canceled,
                  forfeited or suspended; (vii) determine whether, to what
                  extent and under what circumstances cash, Shares, other
                  securities, other Awards, other property and other amounts
                  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)      Delegation. The Committee may delegate its powers and duties
                  under the Plan to one or more officers of the Company or any
                  Affiliate or a committee of such officers, subject to such
                  terms, conditions and limitations as the Committee may
                  establish in its sole discretion.

Section 4. Shares Available for Awards.

         (a)      Shares Available. Subject to adjustment as provided in Section
                  4(c), the number of Shares available for granting Awards under
                  the Plan shall be 750,000. 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, 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.

         (b)      Accounting for Awards. For purposes of this Section 4, 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.

         (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


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                  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 other securities or other
                  property) which thereafter may be made the subject of Awards,
                  (ii) the number and type of Shares (or other securities or
                  other property) subject to outstanding Awards and (iii) the
                  purchase or 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)      Limitation on Annual Awards to Individuals. Notwithstanding
                  any other provision in this Plan, no Participant may be
                  granted an Award or Awards under the Plan, the value of which
                  is based solely on an increase in the value of the Shares
                  after the date of grant of such Award or Awards, for more than
                  100,000 Shares in the aggregate in any one calendar year
                  period. The foregoing annual limitation specifically includes
                  the grant of any "performance-based" awards within the meaning
                  of Section 162(m) of the Code.

Section 5. Eligibility.

         Any Eligible Person, including any Eligible Person who is an officer or
director of the Company or any Affiliate, shall be eligible to be designated a
Participant. In determining which Eligible Persons shall receive an Award and
the terms of any Award, the Committee may take into account the nature of the
services rendered by the respective Eligible Persons, their present and
potential contributions to the success of the Company or such other factors as
the Committee, in its discretion, shall deem relevant. Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to full or part-time
employees (which term as used herein includes, without limitation, officers and
directors who are also employees) and an Incentive Stock Option shall not be
granted to 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 or any successor provision.

Section 6. Awards.

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:

         (a)      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 100%
                  of the Fair Market Value of a Share on the date of grant of
                  such Option.

                  (i)      Option Term. The term of each Option shall be fixed
                           by the Committee.


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                  (ii)     Time and Method of Exercise. The Committee shall
                           determine the time or times at which an Option may be
                           exercised in whole or in part and the method or
                           methods by which, and the form or forms (including,
                           without limitation, cash, Shares, promissory notes,
                           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.

                  (iii)    Reload Options. The Committee may grant Reload
                           Options, separately or together with another Option,
                           pursuant to which, subject to the terms and
                           conditions established by the Committee and any
                           applicable requirements of Rule 16b-3 or any other
                           applicable law, the Participant would be granted a
                           new Option when the payment of the exercise price of
                           the option to which such Reload Option relates is
                           made by the delivery of Shares owned by the
                           Participant pursuant to the relevant provisions of
                           the plan or agreement relating to such option, which
                           new Option would be an Option to purchase the number
                           of Shares not exceeding the sum of (A) the number of
                           Shares so provided as consideration upon the exercise
                           of the previously granted option to which such Reload
                           Option relates and (B) the number of Shares, if any,
                           tendered or withheld as payment of the amount to be
                           withheld under applicable tax laws in connection with
                           the exercise of the option to which such Reload
                           Option relates pursuant to the relevant provisions of
                           the plan or agreement relating to such option. Reload
                           Options may be granted with respect to options
                           previously granted under the Plan or any other stock
                           option plan of the Company, and may be granted in
                           connection with any option granted under the Plan or
                           any other stock option plan of the Company at the
                           time of such grant.

         (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 100% of the Fair Market Value of one Share 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


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                  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, which certificate
                           or certificates shall be held by the Company. 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.
                           In the case of Restricted Stock Units, no Shares
                           shall be issued at the time such Awards are granted.

                  (iii)    Forfeiture; Delivery of Shares. Except as otherwise
                           determined by the Committee, upon termination of
                           employment (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.
                           Any Share representing Restricted Stock that is no
                           longer subject to restrictions shall be delivered to
                           the holder thereof promptly after the applicable
                           restrictions lapse or are waived. 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.

         (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) may be denominated or payable
                  in cash, Shares (including, without limitation, Restricted
                  Stock), other securities, other Awards or other property and
                  (ii) shall confer on the holder thereof the right to receive
                  payments, in whole or in part, 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, the amount of any payment or transfer to be made
                  pursuant to any Performance Award and any other terms and
                  conditions of any Performance Award shall be determined by the
                  Committee.


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         (e)      Dividend Equivalents. The Committee is hereby authorized to
                  grant to Participants Dividend Equivalents under which such
                  Participants shall be entitled to receive payments (in cash,
                  Shares, other securities, other Awards or other property as
                  determined in the discretion of the Committee) equivalent to
                  the amount of cash dividends paid by the Company to holders of
                  Shares with respect to a number of Shares determined by the
                  Committee. 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)      Other Stock-Based Awards. The Committee is hereby authorized
                  to grant to Participants such other Awards that are
                  denominated or payable in, valued in whole or in part by
                  reference to, or otherwise based on or related to, Shares
                  (including, without limitation, securities convertible into
                  Shares), as are deemed by the Committee to be consistent with
                  the purpose of the Plan; provided, however, that such grants
                  must comply with Rule 16b-3 and applicable law. Subject to the
                  terms of the Plan and any applicable Award Agreement, the
                  Committee shall determine the terms and conditions of such
                  Awards. Shares or other securities delivered pursuant to a
                  purchase right granted under this Section 6(f) shall be
                  purchased for such consideration, which may be paid by such
                  method or methods and in such form or forms (including without
                  limitation, cash, Shares, promissory notes, other securities,
                  other Awards or other property or any combination thereof), as
                  the Committee shall determine, the value of which
                  consideration, as established by the Committee, shall not be
                  less than 100% of the Fair Market Value of such Shares or
                  other securities as of the date such purchase right is
                  granted.

         (g)      General.

                  (i)      No Cash Consideration for Awards. Awards shall be
                           granted for no cash consideration or for such minimal
                           cash consideration as may 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 or transfers to be made by the Company or an
                           Affiliate upon the grant, exercise or payment of an
                           Award may be made in such form or forms as the
                           Committee shall determine (including, without
                           limitation, cash, Shares, promissory notes, other
                           securities, other Awards or other property or any
                           combination thereof), and may be made in a single
                           payment or transfer, in installments or on a deferred
                           basis, in each case in accordance with rules and
                           procedures


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                           established by the Committee. Such rules and
                           procedures may include, without limitation,
                           provisions for the payment or crediting of reasonable
                           interest on installment or deferred payments or the
                           grant or crediting of Dividend Equivalents with
                           respect to installment or deferred payments.

                  (iv)     Limits on Transfer of Awards. No Award and no right
                           under any such Award shall be transferable by a
                           Participant otherwise than by will or by the laws of
                           descent and distribution; provided, however, that, if
                           so determined by the Committee, a Participant may, in
                           the manner established by the Committee, 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. Each Award or right under
                           any Award shall be exercisable during the
                           Participant's lifetime only by the Participant or, if
                           permissible under applicable law, by the
                           Participant'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. The term of each Award shall be for
                           such period as may be determined by the Committee.

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

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 stockholders of the Company, no such amendment,
                  alteration, suspension, discontinuation or termination shall
                  be made that, absent such approval:

                  (i)      would cause Rule 16b-3 to become unavailable with
                           respect to the Plan;


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                  (ii)     would violate the rules or regulations of the New
                           York Stock Exchange, any other securities exchange or
                           the National Association of Securities Dealers, Inc.
                           that are applicable to the Company; or

                  (iii)    would cause the Company to be unable, under the Code,
                           to grant Incentive Stock Options 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. 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, except as
                  otherwise herein provided.

         (c)      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.

         (d)      Withholding. In order to comply with all applicable federal or
                  state income tax laws or regulations, the Company may take
                  such action as it deems appropriate to ensure that all
                  applicable federal or state payroll, withholding, income or
                  other taxes, which are the sole and absolute responsibility of
                  a Participant, are withheld or collected from such
                  Participant. In order to assist a Participant in paying all or
                  a portion of the federal and state taxes to be withheld or
                  collected upon exercise or receipt of (or the lapse of
                  restrictions relating to) an Award, the Committee, in its
                  discretion and subject to such additional terms and conditions
                  as it may adopt, may permit the Participant to satisfy such
                  tax obligation by (i) electing to have the Company withhold a
                  portion of the Shares otherwise to be delivered upon exercise
                  or receipt of (or the lapse of restrictions relating to) such
                  Award with a Fair Market Value equal to the amount of such
                  taxes or (ii) delivering to the Company Shares other than
                  Shares issuable upon exercise or receipt of (or the lapse of
                  restrictions relating to) such Award with a Fair Market Value
                  equal to the amount of such taxes. The election, if any, must
                  be made on or before the date that the amount of tax to be
                  withheld is determined.

         (e)      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 cash 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
                  and state taxes due as a result of such exercise or receipt
                  (or the lapse of such restrictions). The Committee shall have
                  full authority in its discretion to determine the amount of
                  any such tax bonus.

Section 9. General Provisions.

         (a)      No Rights to Awards. 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 Eligible Persons,
                  Participants or holders or beneficiaries of Awards


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                  under the Plan. The terms and conditions of Awards need not be
                  the same with respect to any Participant or with respect to
                  different Participants.

         (b)      Award Agreements. No Participant will have rights under an
                  Award granted to such Participant unless and until an Award
                  Agreement shall have been duly executed on behalf of the
                  Company.

         (c)      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.

         (d)      No Right to Employment. 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, nor will it affect
                  in any way the right of the Company or an Affiliate to
                  terminate such employment at any time, with or without cause.
                  In addition, the Company or an Affiliate may at any time
                  dismiss a Participant from employment free from any liability
                  or any claim under the Plan, unless otherwise expressly
                  provided in the Plan or in any Award Agreement.

         (e)      Governing Law. The validity, construction and effect of the
                  Plan or any Award, and any rules and regulations relating to
                  the Plan or any Award, shall be determined in accordance with
                  the laws of the State of Minnesota.

         (f)      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.

         (g)      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.

         (h)      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.

         (i)      Headings. Headings are given to the Sections and subsections
                  of the Plan solely as a convenience to facilitate reference.
                  Such headings shall not be deemed in any way material or
                  relevant to the construction or interpretation of the Plan or
                  any provision thereof.

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Section 10. Effective Date of the Plan.

         The Plan shall be effective as of the date on which it is approved by
the shareholders of the Company.

Section 11. Term of the Plan.

         Unless the Plan shall have been discontinued or terminated as provided
in Section 7(a), the Plan shall terminate on the date which is ten years after
the date on which the Plan receives shareholder approval. No Award shall be
granted after the termination 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 termination of the Plan, 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 termination of the Plan.


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