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                                                                    Exhibit 10.1


                          INTERNATIONAL GAME TECHNOLOGY
                            2002 STOCK INCENTIVE PLAN

                           (As Amended March 1, 2005)


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                                TABLE OF CONTENTS
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I.       THE PLAN................................................................................................1

         1.1      Purpose........................................................................................1

         1.2      Administration and Authorization; Power and Procedure..........................................1

         1.3      Participation..................................................................................3

         1.4      Shares Available for Awards; Share Limits......................................................3

         1.5      Grant of Awards................................................................................4

         1.6      Award Period...................................................................................4

         1.7      Limitations on Exercise and Vesting of Awards..................................................4

         1.8      Acceptance of Notes to Finance Exercise........................................................5

         1.9      No Transferability.............................................................................6

II.      EMPLOYEE OPTIONS........................................................................................7

         2.1      Grants.........................................................................................7

         2.2      Option Price...................................................................................7

         2.3      Limitations on Grant and Terms of Incentive Stock Options......................................7

         2.4      Limits on 10% Holders..........................................................................8

III.     STOCK APPRECIATION RIGHTS...............................................................................8

         3.1      Grants.........................................................................................8

         3.2      Exercise of Stock Appreciation Rights..........................................................8

         3.3      Payment........................................................................................9

         3.4      Limited Stock Appreciation Rights..............................................................9

IV.      RESTRICTED STOCK AWARDS.................................................................................9

         4.1      Grants.........................................................................................9

         4.2      Restrictions..................................................................................10

         4.3      Return to the Corporation.....................................................................11

V.       PERFORMANCE SHARE AWARDS AND STOCK BONUSES.............................................................11

         5.1      Grants of Performance Share Awards............................................................11

         5.2      Special Performance-Based Share Awards........................................................11

         5.3      Grants of Stock Bonuses.......................................................................13

         5.4      Deferred Payments.............................................................................13
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                                TABLE OF CONTENTS
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VI.      OTHER PROVISIONS.......................................................................................13

         6.1      Rights of Eligible Employees, Participants and Beneficiaries..................................13

         6.2      Adjustments; Acceleration.....................................................................14

         6.3      Effect of Termination of Employment...........................................................15

         6.4      Compliance with Laws..........................................................................16

         6.5      Tax Withholding...............................................................................16

         6.6      Plan Amendment, Termination and Suspension....................................................17

         6.7      Privileges of Stock Ownership.................................................................17

         6.8      Effective Date of the Plan....................................................................18

         6.9      Term of the Plan..............................................................................18

         6.10     Governing Law; Construction; Severability.....................................................18

         6.11     Captions......................................................................................18

         6.12     Effect of Change of Subsidiary, Division, or Unit Status......................................19

         6.13     Non-Exclusivity of Plan.......................................................................19

VII.     NON-EMPLOYEE DIRECTOR OPTIONS..........................................................................19

         7.1      Participation.................................................................................19

         7.2      Annual Option Grants..........................................................................19

         7.3      Option Price..................................................................................19

         7.4      Option Period and Exercisability..............................................................20

         7.5      Termination of Directorship...................................................................20

         7.6      Adjustments...................................................................................20

         7.7      Acceleration Upon a Change in Control Event...................................................21

VIII.    DEFINITIONS............................................................................................21

         8.1      Definitions...................................................................................21
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      An extra section break has been inserted above this paragraph. Do not
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                          INTERNATIONAL GAME TECHNOLOGY
                            2002 STOCK INCENTIVE PLAN

                           (As Amended March 1, 2005)


                                  I. THE PLAN

1.1 PURPOSE

      The purpose of this Plan is to promote the success of the Company by
providing an additional means through the grant of Awards to attract, motivate,
retain and reward key employees, including officers, whether or not directors,
of the Company with Awards and incentives for high levels of individual
performance and improved financial performance of the Company and to attract,
motivate and retain experienced and knowledgeable independent directors through
the benefits provided under Article VII. "Corporation" means International Game
Technology, a Nevada corporation, and "Company" means the Corporation and its
Subsidiaries, collectively. These terms and other capitalized terms are defined
in Article VIII.

1.2 ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE

      (a) Committee. This Plan shall be administered by and all Awards to
Eligible Employees shall be authorized by the Committee. Action of the Committee
with respect to the administration of this Plan shall be taken pursuant to a
majority vote or by written consent of its members.

      (b) Plan Awards; Interpretation; Powers of Committee. Subject to the
express provisions of this Plan, the Committee shall have the authority:

            (i) to determine eligibility and, from among those persons
      determined to be eligible, the particular Eligible Employees who will
      receive any Awards;

            (ii) to grant Awards to Eligible Employees, determine the price at
      which securities will be offered or awarded and the amount of securities
      to be offered or awarded to any of such individuals, and determine the
      other specific terms and conditions of such Awards consistent with the
      express limits of this Plan, and establish the installments (if any) in
      which such Awards shall become exercisable or shall vest, or determine
      that no delayed exercisability or vesting is required, and establish the
      events of termination or reversion of such Awards;

            (iii) to approve the forms of Award Agreements (which need not be
      identical either as to type of Award or as among Participants);

            (iv) to construe and interpret this Plan and any agreements defining
      the rights and obligations of the Company and Participants under this
      Plan, further define the terms used in this Plan, and prescribe, amend and
      rescind rules and regulations relating to the administration of this Plan;


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            (v) to cancel, modify, or waive the Corporation's rights with
      respect to, or modify, discontinue, suspend, or terminate any or all
      outstanding Awards held by Eligible Employees, subject to any required
      consent under Section 6.6;

            (vi) to accelerate or extend the exercisability or extend the term
      of any or all such outstanding Awards within the maximum ten-year term of
      Awards under Section 1.6;

            (vii) to adjust the number of shares of Common Stock subject to any
      Award, adjust the price of any or all outstanding Awards or otherwise
      change previously imposed terms and conditions, in such circumstances as
      the Committee may deem appropriate, in each case subject to Sections 1.4
      and 6.6, and provided that in no case (except due to an adjustment
      contemplated by Section 6.2 or any repricing that may be approved by
      stockholders) shall such an adjustment constitute a repricing (by
      amendment, cancellation and regrant, exchange or other means) of the per
      share exercise or base price of any Option or Stock Appreciation Right;
      and

            (viii) to make all other determinations and take such other action
      as contemplated by this Plan or as may be necessary or advisable for the
      administration of this Plan and the effectuation of its purposes.

Notwithstanding the foregoing, Non-Employee Directors shall be eligible for the
Nonqualified Stock Option grants contemplated by Article VII and the provisions
of Article VII shall be automatic and, to the maximum extent possible,
self-effectuating.

      (c) Binding Determinations. Any action taken by, or inaction of, the
Corporation, any Subsidiary, the Board or the Committee relating or pursuant to
this Plan shall be within the absolute discretion of that entity or body and
shall be conclusive and binding upon all persons. Neither the Board nor the
Committee, nor any member thereof or person acting at the direction thereof,
shall be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with this Plan (or any Award made
under this Plan), and all such persons shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including, without limitation, attorneys' fees) arising or resulting therefrom
to the fullest extent permitted by law and/or under any directors and officers
liability insurance coverage that may be in effect from time to time. Subject
only to compliance with the express provisions hereof, the Board and Committee
may act in their absolute discretion in matters within their authority related
to this Plan.

      (d) Reliance on Experts. In making any determination or in taking or not
taking any action under this Plan, the Committee or the Board, as the case may
be, may obtain and may rely upon the advice of experts, including professional
advisors to the Corporation. No director, officer or agent of the Company shall
be liable for any such action or determination taken or made or omitted in good
faith.

      (e) Delegation. The Committee may delegate ministerial, non-discretionary
functions to a third-party administrator or to individuals who are officers or
employees of the Company.


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1.3 PARTICIPATION

      Awards may be granted by the Committee only to those persons that the
Committee determines to be Eligible Employees. An Eligible Employee who has been
granted an Award may, if otherwise eligible, be granted additional Awards if the
Committee shall so determine. Non-Employee Directors shall be eligible to
receive the Nonqualified Stock Options granted automatically without action of
the Committee under the provisions of Article VII but shall not be eligible for
any other Awards under this Plan.

1.4 SHARES AVAILABLE FOR AWARDS; SHARE LIMITS

      Subject to the provisions of Section 6.2, the capital stock that may be
delivered under this Plan shall be shares of the Corporation's authorized but
unissued Common Stock and any shares of its Common Stock held as treasury
shares. The shares may be delivered for any lawful consideration. Subject to
adjustment as provided in or pursuant to this Section 1.4 or Section 6.2:

      (a) Aggregate Share Limits. The maximum number of shares of Common Stock
that may be delivered pursuant to all Awards granted under this Plan, other than
Nonqualified Stock Options granted to Non-Employee Directors pursuant to Article
VII, shall not exceed 23,800,000 shares of Common Stock. The maximum number of
shares of Common Stock that may be delivered pursuant to all Nonqualified Stock
Options granted to Non-Employee Directors pursuant to Article VII shall not
exceed 1,200,000 shares of Common Stock.

      (b) Individual Limits. The maximum number of shares of Common Stock
subject to Options and Stock Appreciation Rights that are granted under this
Plan during any fiscal year to any individual shall not exceed 4,000,000 shares.
Additional limits are in Section 5.2(c).

      (c) Incentive Stock Option Limit. The maximum number of shares of Common
Stock that may be delivered pursuant to Options intended as Incentive Stock
Options granted under this Plan shall not exceed 23,800,000.

      (d) Limit on Full-Value Awards. The maximum number of shares of Common
Stock that may be delivered pursuant to Awards granted under this Plan, other
than those described in the next sentence, is 2,205,000 shares. This limit on
so-called "full-value awards" does not apply, however, to (1) shares delivered
in respect of compensation earned but deferred, (2) shares delivered in respect
of Option grants, or (3) shares delivered in respect of Stock Appreciation Right
grants (provided that the exercise price per share of Common Stock under the
related Award, if applicable, or the initial share value specified in such Stock
Appreciation Right is not less than the fair market value of a share of Common
Stock on the date of grant).

      (e) Share Reservation; Replenishment and Reissue of Unvested Awards. No
Award may be granted under this Plan unless, on the date of grant, the sum of
(i) the maximum number of shares issuable at any time pursuant to such Award,
plus (ii) the number of shares that have previously been issued pursuant to
Awards granted under this Plan, other than reacquired shares available for
reissue consistent with any applicable legal limitations, plus (iii) the maximum
number of shares that may be issued at any time after such date of grant
pursuant to Awards that are outstanding on such date, does not exceed the
applicable limit under Section 1.4(a) or other


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any other limit set forth above in this Section 1.4. Shares that are subject to
or underlie Awards which expire or for any reason are cancelled or terminated,
are forfeited, fail to vest, or for any other reason are not paid or delivered
under this Plan shall again, except to the extent prohibited by law, be
available for subsequent Awards under this Plan and shall not count against the
applicable limit under Section 1.4(a) or any other limit set forth above in this
Section 1.4. In instances where a Stock Appreciation Right or other Award is
settled in cash or any form other than shares of Common Stock, no shares shall
be counted against the applicable limit under Section 1.4(a) or any other limit
set forth above in this Section 1.4. The payment of cash dividends and dividend
equivalents in conjunction with outstanding Awards shall not be counted against
the shares available for issuance under this Plan. Any shares that are issued by
the Company, and any awards that are granted by, or become obligations of, the
Company, through the assumption by the Company or an affiliate of, or in
substitution for, outstanding awards previously granted by an acquired company
(or previously granted by a predecessor employer (or direct or indirect parent
thereof) in the case of persons that become employed by the Company (or a
subsidiary or affiliate) in connection with a business or asset acquisition or
similar transaction) shall not be counted against the shares available for
issuance under this Plan.

      (f) Section 162(m). Adjustments to the share limit set forth in Section
1.4(a) as well as the other limits set forth above are subject to any applicable
limitations under Section 162(m) of the Code with respect to Awards intended as
performance-based compensation thereunder.

1.5 GRANT OF AWARDS

      Subject to the express provisions of this Plan, the Committee shall
determine the number of shares of Common Stock subject to each Award, the price
(if any) to be paid for the shares or the Award and, in the case of Performance
Share Awards, in addition to matters addressed in Section 1.2(b), the specific
objectives, goals and performance criteria (such as an increase in sales, market
value, earnings or book value over a base period, the years of service before
vesting, the relevant job classification or level of responsibility or other
factors) that further define the terms of the Performance Share Award. Each
Award shall be evidenced by an Award Agreement signed by the Corporation and, if
required by the Committee, by the Participant. The Award Agreement shall set
forth the material terms and conditions of the Award established by the
Committee consistent with the specific provisions of this Plan.

1.6 AWARD PERIOD

      Each Award and all executory rights or obligations under the related Award
Agreement shall expire on such date (if any) as shall be determined by the
Committee, but in the case of Options or other rights to acquire Common Stock
not later than ten (10) years after the Award Date.

1.7 LIMITATIONS ON EXERCISE AND VESTING OF AWARDS

      (a) Exercise. Unless the Committee expressly provides otherwise, no Award
shall be exercisable or shall vest until at least six months after the initial
Award Date, and once exercisable an Award shall remain exercisable until the
expiration or earlier termination of the Award.


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      (b) Procedure. Any exercisable Award shall be deemed to be exercised when
the Secretary of the Corporation receives written notice of such exercise from
the Participant, together with any required payment made in accordance with
Section 2.2(b) or 7.3, as the case may be.

      (c) Fractional Shares/Minimum Issue. Fractional share interests shall be
disregarded, but may be accumulated. The Committee, however, may determine that
cash, other securities or other property will be paid or transferred in lieu of
any fractional share interests. No fewer than 100 shares may be purchased on
exercise of any Award at one time unless the number purchased is the total
number at the time available for purchase under the Award.

1.8 ACCEPTANCE OF NOTES TO FINANCE EXERCISE

      The Corporation may, with the Committee's approval, accept one or more
notes from any Eligible Employee in connection with the exercise or receipt of
any outstanding Award; provided that any such note shall be subject to the
following terms and conditions:

      (a)   The principal of the note shall not exceed the amount required to be
            paid to the Corporation upon the exercise or receipt of one or more
            Awards under this Plan and the note shall be delivered directly to
            the Corporation in consideration of such exercise or receipt.

      (b)   The initial term of the note shall be determined by the Committee;
            provided that the term of the note, including extensions, shall not
            exceed a period of 10 years.

      (c)   The note shall provide for full recourse to the Participant and
            shall bear interest at a rate determined by the Committee but not
            less than the applicable imputed interest rate specified by the
            Code.

      (d)   If the employment of the Participant terminates, the unpaid
            principal balance of the note shall become due and payable on the
            10th business day after such termination; provided, however, that if
            a sale of such shares would cause such Participant to incur
            liability under Section 16(b) of the Exchange Act, the unpaid
            balance shall become due and payable on the 10th business day after
            the first day on which a sale of such shares could have been made
            without incurring such liability assuming for these purposes that
            there are no other transactions by the Participant subsequent to
            such termination.

      (e)   If required by the Committee or by applicable law, the note shall be
            secured by a pledge of any shares or rights financed thereby in
            compliance with applicable law.

      (f)   The terms, repayment provisions, and collateral release provisions
            of the note and the pledge securing the note shall conform with
            applicable rules and regulations of the Federal Reserve Board as
            then in effect.


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1.9 NO TRANSFERABILITY

      (a) Limit On Exercise and Transfer. Unless otherwise expressly provided in
(or pursuant to) this Section 1.9, by applicable law and by the Award Agreement,
as the same may be amended, (i) all Awards are non-transferable and shall not be
subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; (ii) Awards shall be exercised only by the
Participant; and (iii) amounts payable or shares issuable pursuant to an Award
shall be delivered only to (or for the account of) the Participant.

      (b) Exceptions. The Committee may permit Awards to be exercised by certain
persons or entities related to the Participant, including but not limited to
members of the Participant's family, charitable institutions, or trusts or other
entities whose beneficiaries or beneficial owners are members of the
Participant's family and/or charitable institutions, or to such other persons or
entities as may be approved by the Committee, pursuant to such conditions and
procedures as the Committee may establish. Any permitted transfer shall be
subject to the condition that the Committee receive evidence satisfactory to it
that the transfer is being made for estate and/or tax planning purposes on a
gratuitous or donative basis and without consideration (other than nominal
consideration).

      (c) Further Exceptions to Limits On Transfer. The exercise and transfer
restrictions in Section 1.9(a) shall not apply to:

            (i) transfers to the Corporation,

            (ii) the designation of a beneficiary to receive benefits in the
      event of the Participant's death or, if the Participant has died,
      transfers to or exercise by the Participant's beneficiary, or, in the
      absence of a validly designated beneficiary, transfers by will or the laws
      of descent and distribution,

            (iii) transfers pursuant to a QDRO if approved or ratified by the
      Committee,

            (iv) if the Participant has suffered a disability, permitted
      transfers or exercises on behalf of the Participant by his or her legal
      representative, or

            (v) the authorization by the Committee of "cashless exercise"
      procedures with third parties who provide financing for the purpose of (or
      who otherwise facilitate) the exercise of Awards consistent with
      applicable laws and the express authorization of the Committee.

      (d) Limitations on Incentive Stock Options and Restricted Stock Awards.
Notwithstanding the foregoing, Incentive Stock Options and Restricted Stock
Awards shall be subject to any and all applicable transfer restrictions under
the Code.


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                              II. EMPLOYEE OPTIONS

2.1 GRANTS

      One or more Options may be granted under this Article to any Eligible
Employee. Each Option granted may be either an Option intended to be an
Incentive Stock Option, or an Option not so intended, and such intent shall be
indicated in the applicable Option Agreement.

2.2 OPTION PRICE

      (a) Pricing Limits. The purchase price per share of the Common Stock
covered by each Option shall be determined by the Committee at the time the
Option is granted, but in no case shall such purchase price be less than 100%
(110% in the case of an Option intended as an Incentive Stock Option granted to
a Participant described in Section 2.4) of the Fair Market Value of the Common
Stock on the Award Date.

      (b) Payment Provisions. The purchase price of any shares purchased on
exercise of an Option granted under this Article shall be paid in full at the
time of each purchase in one or a combination of the following methods: (i) in
cash or by electronic funds transfer; (ii) by check payable to the order of the
Corporation; (iii) if authorized by the Committee or specified in the applicable
Option Agreement, by a promissory note of the Participant consistent with the
requirements of Section 1.8; (iv) by notice and third party payment in such
manner as may be authorized by the Committee; or (v) by the delivery of shares
of Common Stock of the Corporation already owned by the Participant, provided,
however, that the Committee may in its absolute discretion limit the
Participant's ability to exercise an Option by delivering such shares. Shares of
Common Stock used to satisfy the exercise price of an Option shall be valued at
their Fair Market Value on the date of exercise. Any shares of Common Stock used
to satisfy the exercise price of an Option that were initially acquired upon
exercise of a stock option must have been owned by the Participant for at least
six months prior to such use.

      In addition to the payment methods described above, the Committee may, in
its discretion, provide that an Option can be exercised in accordance with such
cashless exercise procedures as the Committee may adopt in the circumstances.

2.3 LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS

      (a) $100,000 Limit. To the extent that the aggregate "Fair Market Value"
of stock with respect to which Incentive Stock Options first become exercisable
by a Participant in any calendar year exceeds $100,000, taking into account both
Common Stock subject to Incentive Stock Options under this Plan and stock
subject to Incentive Stock Options under all other plans of the Company or any
parent corporation, such options shall be treated as nonqualified stock options.
For this purpose, the "Fair Market Value" of the stock subject to options shall
be determined as of the date the options were optioned. In reducing the number
of options treated as Incentive Stock Options to meet the $100,000 limit, the
most recently granted options shall be reduced first. To the extent a reduction
of simultaneously granted options is necessary to meet the $100,000 limit, the
Committee may, in the manner and to the extent permitted by law, designate which
shares of Common Stock are to be treated as shares acquired pursuant to the
exercise of an Incentive Stock Option.


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      (b) Option Period. Each Incentive Stock Option and all rights thereunder
shall expire no later than ten years after the Award Date.

      (c) Other Code Limits. There shall be imposed in any Award Agreement
relating to Incentive Stock Options such terms and conditions as from time to
time are required in order that the Option be an "incentive stock option" as
that term is defined in Section 422 of the Code.

2.4 LIMITS ON 10% HOLDERS

      No Incentive Stock Option may be granted to any person who, at the time
the Option is granted, owns (or is deemed to own under Section 424(d) of the
Code) shares of outstanding Common Stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation, unless the
exercise price of such Option is at least 110% of the Fair Market Value of the
stock subject to the Option and such Option by its terms is not exercisable
after the expiration of five years from the date such Option is granted.

                         III. STOCK APPRECIATION RIGHTS

3.1 GRANTS

      In its discretion, the Committee may grant a Stock Appreciation Right to
any Eligible Employee either concurrently with the grant of another Award or in
respect of an outstanding Award, in whole or in part, or independently of any
other Award. Any Stock Appreciation Right granted in connection with an
Incentive Stock Option shall contain such terms as may be required to comply
with the provisions of Section 422 of the Code and the regulations promulgated
thereunder, unless the holder otherwise agrees.

3.2 EXERCISE OF STOCK APPRECIATION RIGHTS

      (a) Exercisability. Unless the Award Agreement or the Committee otherwise
provides, a Stock Appreciation Right related to another Award shall be
exercisable at such time or times, and to the extent, that the related Award
shall be exercisable.

      (b) Effect on Available Shares. To the extent that a Stock Appreciation
Right is exercised and settled in the form of Common Stock (as opposed to cash
or other property), the number of underlying shares as to which the exercise
related shall be counted against the applicable share limit(s) under Section 1.4
as opposed to only counting the number of shares actually issued. (For purposes
of clarity, if a Stock Appreciation Right relates to 100,000 shares and is
exercised at a time when the payment due to the Participant with respect to such
exercise is 15,000 shares, 100,000 shares shall be charged against the
applicable share limit(s) under Section 1.4 with respect to such exercise.) See
Section 1.4(e) as to Stock Appreciation Rights paid in a form other than a
Common Stock payment. The number of shares subject to a Stock Appreciation
Right, and the related Option (if any), of a Participant shall be reduced by the
number of underlying shares as to which the Stock Appreciation Right is
exercised.


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      (c) Stand-Alone Stock Appreciation Rights. A Stock Appreciation Right
granted independently of any other Award shall be exercisable pursuant to the
terms of the Award Agreement.

3.3 PAYMENT

      (a) Amount. Unless the Committee otherwise provides, upon exercise of a
Stock Appreciation Right and the attendant surrender of an exercisable portion
of any related Award, the Participant shall be entitled to receive payment of an
amount determined by multiplying

            (i) the difference obtained by subtracting the exercise price per
      share of Common Stock under the related Award (if applicable) or the
      initial share value specified in the Award from the Fair Market Value of a
      share of Common Stock on the date of exercise of the Stock Appreciation
      Right, by

            (ii) the number of shares with respect to which the Stock
      Appreciation Right shall have been exercised.

      (b) Form of Payment. The Committee, in its sole discretion, shall
determine the form in which payment shall be made of the amount determined under
paragraph (a) above, either solely in cash, solely in shares of Common Stock
(valued at Fair Market Value on the date of exercise of the Stock Appreciation
Right), or partly in such shares and partly in cash, provided that the Committee
shall have determined that such exercise and payment are consistent with
applicable law. If the Committee permits the Participant to elect to receive
cash or shares (or a combination thereof) on such exercise, any such election
shall be subject to such conditions as the Committee may impose.

3.4 LIMITED STOCK APPRECIATION RIGHTS

      The Committee may grant to any Eligible Employee Stock Appreciation Rights
exercisable only upon or in respect of a change in control or any other
specified event ("Limited SARs") and such Limited SARs may relate to or operate
in tandem or combination with or substitution for Options, other Stock
Appreciation Rights or other Awards (or any combination thereof), and may be
payable in cash or shares based on the spread between the base price of the
Stock Appreciation Right and a price based upon the Fair Market Value of the
shares during a specified period or at a specified time within a specified
period before, after or including the date of such event.

                          IV. RESTRICTED STOCK AWARDS

4.1 GRANTS

      (a) Restricted Stock. The Committee may, in its discretion, grant one or
more Restricted Stock Awards to any Eligible Employee. Each Restricted Stock
Award Agreement shall specify the number of shares of Common Stock to be issued
to the Participant, the date of such issuance, the consideration for such shares
(but not less than the minimum lawful consideration under applicable state law),
the extent (if any) to which and the time (if ever) at


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which the Participant shall be entitled to dividends, voting and other rights in
respect of the shares prior to vesting and the restrictions (which may be based
on performance criteria, the passage of time or such other facts as the
Committee may provide or any combination thereof) imposed on such shares and the
conditions of release or lapse of such restrictions. Such restrictions shall not
lapse earlier than 12 months after the Award Date, except to the extent the
Committee may otherwise provide. Stock certificates evidencing shares of
Restricted Stock pending the lapse of the restrictions ("restricted shares")
shall bear a legend making appropriate reference to the restrictions imposed
hereunder and (if in certificate form) shall be held by the Corporation or by a
third party designated by the Committee until the restrictions on such shares
shall have lapsed and the shares shall have vested in accordance with the
provisions of the Award and Section 1.7. Upon issuance of the Restricted Stock
Award, the Participant may be required to provide such further assurance and
documents as the Committee may require to enforce the restrictions.

      (b) Stock Units. The Committee may, in its discretion, authorize and grant
to any Eligible Employee a Stock Unit Award or the crediting of Stock Units for
services rendered or to be rendered or in lieu of other compensation, consistent
with other applicable terms of this Plan, may permit an Eligible Employee to
irrevocably elect to defer by means of Stock Units or receive in Stock Units all
or a portion of any Award hereunder, or may grant Stock Units in lieu of, in
exchange for, in respect of, or in addition to any other Compensation or Award
under this Plan. The specific terms, conditions, and provisions relating to each
Stock Unit grant or election, including the applicable vesting and payout
provisions of the Stock Units and the form of payment to be made at or following
the vesting thereof, shall be set forth in or pursuant to the applicable
agreement or Award and any relevant Company deferred compensation plan, in form
substantially as approved by the Committee.

      (c) Payouts. The Committee in the applicable Award Agreement or the
relevant Company deferred compensation plan may permit the Participant to elect
the form and time of payout of vested Stock Units on such conditions or subject
to such procedures as the Committee may impose, and may permit restricted stock
or Stock Unit offsets or other provision for payment of any applicable taxes
that may be due on the crediting, vesting or payment in respect of the Stock
Units.

4.2 RESTRICTIONS

      (a) Pre-Vesting Restraints. Except as provided in Section 4.1 and 1.9,
restricted shares comprising any Restricted Stock Award and rights in respect to
Stock Unit Awards may not be sold, assigned, transferred, pledged or otherwise
disposed of or encumbered, either voluntarily or involuntarily, until the
restrictions on such shares (or units in the case of a Stock Unit Award) have
lapsed and the shares have become vested (or amounts paid in respect of the
Stock Units).

      (b) Dividend and Voting Rights. Unless otherwise provided in the
applicable Award Agreement, a Participant receiving a Restricted Stock Award
shall be entitled to cash dividend and voting rights for all shares issued even
though they are not vested, provided that such rights shall terminate
immediately as to any restricted shares which cease to be eligible for vesting.


                                       10

<PAGE>

Restricted Stock Awards and Stock Unit Awards may include dividend equivalent
rights to the extent authorized by the Committee.

      (c) Cash Payments. If the Participant shall have paid or received cash
(including any payments in respect of dividends) in connection with the
Restricted Stock Award or Stock Unit Award, the Award Agreement shall specify
whether and to what extent such cash shall be returned (with or without an
earnings factor) as to any restricted shares or Stock Units which cease to be
eligible for vesting.

4.3 RETURN TO THE CORPORATION

      Unless the Committee otherwise expressly provides, restricted shares or
Stock Units that remain subject to restrictions at the time of termination of
employment or are subject to other conditions to vesting that have not been
satisfied by the time specified in the applicable Award Agreement shall not vest
and shall be returned to the Corporation or cancelled, as the case may be, in
such manner and on such terms as the Committee shall therein provide.

                 V. PERFORMANCE SHARE AWARDS AND STOCK BONUSES

5.1 GRANTS OF PERFORMANCE SHARE AWARDS.

      The Committee may, in its discretion, grant Performance Share Awards to
Eligible Employees based upon such factors as the Committee shall deem relevant
in light of the specific type and terms of the award. An Award Agreement shall
specify the maximum number of shares of Common Stock (if any) subject to the
Performance Share Award, the consideration (but not less than the minimum lawful
consideration) to be paid for any such shares as may be issuable to the
Participant, the duration of the Award and the conditions upon which delivery of
any shares or cash to the Participant shall be based. The amount of cash or
shares or other property that may be deliverable pursuant to such Award shall be
based upon the degree of attainment over a specified period (a "performance
cycle") as may be established by the Committee of such measure(s) of the
performance of the Company (or any part thereof) or the Participant as may be
established by the Committee. The Committee may provide for full or partial
credit, prior to completion of such performance cycle or the attainment of the
performance achievement specified in the Award, in the event of the
Participant's death, or Total Disability, a Change in Control Event or in such
other circumstances as the Committee consistent with Section 6.10(c)(2), if
applicable, may determine.

5.2 SPECIAL PERFORMANCE-BASED SHARE AWARDS.

      Without limiting the generality of the foregoing, and in addition to
Options and Stock Appreciation Rights granted under other provisions of this
Plan which are intended to satisfy the exception for "performance-based
compensation" under Section 162(m) of the Code (with such Awards hereinafter
referred to as a "Qualifying Option" or a "Qualifying Stock Appreciation Right,"
respectively), other performance-based awards within the meaning of Section
162(m) of the Code ("Performance-Based Awards"), whether in the form of
restricted stock, performance stock, phantom stock, Cash-Based Awards, or other
rights, the grant, vesting, exercisability or payment of which depends on the
degree of achievement of the Performance Goals relative to


                                       11

<PAGE>

preestablished targeted levels for the Corporation on a consolidated, segment,
subsidiary, business division, channel or other operating group basis, may be
granted under this Plan. Any Qualifying Option or Qualifying Stock Appreciation
Right shall be subject only to the requirements of Section 5.3(a) in order for
such Award to satisfy the requirements for "performance-based compensation"
under Section 162(m) of the Code.

      (a) Eligible Class. The eligible class of persons for Performance-Based
Awards under this Section 5.2 shall be key employees (including officers) of the
Company.

      (b) Performance Goal Alternatives. The specific performance goals for
Performance-Based Awards granted under this Section (other than Qualifying
Options and Qualifying Stock Appreciation Rights) shall be, on an absolute or
relative basis, one or more of the Performance Goals, as selected by the
Committee in its sole discretion. The Committee shall establish in the
applicable Award Agreement the specific performance target(s) relative to the
Performance Goal(s) which must be attained before the compensation under the
Performance-Based Award becomes payable. The specific targets shall be
determined within the time period permitted under Section 162(m) of the Code
(and any regulations issued thereunder) so that such targets are considered to
be preestablished and so that the attainment of such targets is substantially
uncertain at the time of their establishment. The applicable performance
measurement period may not be less than one nor more than 10 years.

      (c) Maximum Performance-Based Award. Notwithstanding any other provision
of this Plan to the contrary, the maximum number of shares of Common Stock which
may be delivered pursuant to Performance-Based Awards (other than Qualifying
Options and Qualifying Stock Appreciation Rights which shall be subject to the
limit set forth in Section 1.4(b)) that are granted to any one Participant in
any one fiscal year shall not exceed 4,000,000 shares, either individually or in
the aggregate, subject to adjustment as provided in Section 6.2. Awards that are
cancelled during the year shall be counted against this limit to the extent
required by Section 162(m) of the Code. In addition, the aggregate amount of
compensation to be paid to any Participant in respect of any Cash-Based Awards
that are granted during any fiscal year as Performance-Based Awards shall not
exceed $3,000,000.

      (d) Committee Certification. Before any Performance-Based Award under this
Section 5.2 (other than Qualifying Options or Qualifying Stock Appreciation
Rights) is paid, the Committee must certify in writing that the Performance
Goal(s) and any other material terms of the Performance-Based Award were
satisfied; provided, however, that a Performance-Based Award may be paid without
regard to the satisfaction of the applicable Performance Goal in the event of a
Change in Control Event in accordance with Section 6.2(d).

      (e) Terms and Conditions of Awards. The Committee will have the discretion
to determine the restrictions or other limitations of the individual Awards
granted under this Section 5.2 including the authority to reduce Awards, payouts
or vesting or to pay no Awards, in its sole discretion, if the Committee
preserves such authority at the time of grant by language to this effect in its
authorizing resolutions or otherwise.

      (f) Adjustments for Changes in Capitalization and other Material Changes.
In the event of a change in corporate capitalization, such as a stock split or
stock dividend, or a


                                       12

<PAGE>

corporate transaction, such as a merger, consolidation, spinoff, reorganization
or similar event, or any partial or complete liquidation of the Corporation, or
any similar event consistent with regulations issued under Section 162(m) of the
Code including, without limitation, any material change in accounting policies
or practices affecting the Corporation and/or the Performance Goals or targets,
then the Committee may make adjustments to the Performance Goals and targets
relating to outstanding Performance-Based Awards to the extent such adjustments
are made to reflect the occurrence of such an event; provided, however, that
adjustments described in this subsection may be made only to the extent that the
occurrence of an event described herein was unforeseen at the time the targets
for a Performance-Based Award were established by the Committee.

5.3 GRANTS OF STOCK BONUSES.

      The Committee may grant a Stock Bonus to any Eligible Employee to reward
exceptional or special services, contributions or achievements, or issue Common
Stock for past services in the ordinary course, the value of which shall be
determined by the Committee, in the manner and on such terms and conditions
(including any restrictions on such shares) as determined from time to time by
the Committee. The number of shares so awarded shall be determined by the
Committee. The Award may be granted independently or in lieu of a cash bonus.

5.4 DEFERRED PAYMENTS.

      The Committee may authorize for the benefit of any Eligible Employee the
deferral of any payment of cash or shares that may become due or of cash
otherwise payable under this Plan, and provide for accredited benefits thereon
based upon such deferment, at the election or at the request of such
Participant, subject to the other terms of this Plan. Such deferral shall be
subject to such further conditions, restrictions or requirements as the
Committee may impose, subject to any then vested rights of Participants.

                              VI. OTHER PROVISIONS

6.1 RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND BENEFICIARIES

      (a) Employment Status. Status as an Eligible Employee shall not be
construed as a commitment that any Award will be granted under this Plan to an
Eligible Employee or to Eligible Employees generally.

      (b) No Employment Contract. Nothing contained in this Plan (or in any
other documents related to this Plan or to any Award) shall confer upon any
Eligible Employee or other Participant any right to continue in the employ or
other service of the Company or constitute any contract or agreement of
employment or other service, nor shall interfere in any way with the right of
the Company to change such person's compensation or other benefits or to
terminate the employment of such person, with or without cause, but nothing
contained in this Plan or any document related hereto shall adversely affect any
independent contractual right of such person without his or her consent thereto.


                                       13

<PAGE>

      (c) Plan Not Funded. Awards payable under this Plan shall be payable in
shares or from the general assets of the Corporation, and no special or separate
reserve, fund or deposit shall be made to assure payment of such Awards. No
Participant, Beneficiary or other person shall have any right, title or interest
in any fund or in any specific asset (including shares of Common Stock, except
as expressly otherwise provided) of the Company by reason of any Award
hereunder. Neither the provisions of this Plan (or of any related documents),
nor the creation or adoption of this Plan, nor any action taken pursuant to the
provisions of this Plan shall create, or be construed to create, a trust of any
kind or a fiduciary relationship between the Company and any Participant,
Beneficiary or other person. To the extent that a Participant, Beneficiary or
other person acquires a right to receive payment pursuant to any Award
hereunder, such right shall be no greater than the right of any unsecured
general creditor of the Company.

6.2 ADJUSTMENTS; ACCELERATION

      (a) Adjustments. Upon or in contemplation of any reclassification,
recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split; any merger, combination, consolidation, or
other reorganization; any spin-off, split-up, or similar extraordinary dividend
distribution ("spin-off") in respect of the Common Stock (whether in the form of
securities or property); any exchange of Common Stock or other securities of the
Corporation, or any similar, unusual or extraordinary corporate transaction in
respect of the Common Stock; or a sale of all or substantially all the assets of
the Corporation as an entirety ("asset sale"); then the Committee shall, in such
manner, to such extent (if any) and at such time as it deems appropriate and
equitable in the circumstances:

            (1) proportionately adjust any or all of (i) the number and type of
      shares of Common Stock (or other securities) that thereafter may be made
      the subject of Awards (including the specific maxima and numbers of shares
      set forth elsewhere in this Plan), (ii) the number, amount and type of
      shares of Common Stock (or other securities or property) subject to any or
      all outstanding Awards, (iii) the grant, purchase, or exercise price of
      any or all outstanding Awards, (iv) the securities, cash or other property
      deliverable upon exercise of any outstanding Awards, or (v) (subject to
      limitations under Section 6.10(c)) the performance standards appropriate
      to any outstanding Awards, or

            (2) make provision for a cash payment or for the assumption,
      substitution or exchange of any or all outstanding share-based Awards or
      the cash, securities or property deliverable to the holder of any or all
      outstanding share-based Awards, based upon the distribution or
      consideration payable to holders of the Common Stock upon or in respect of
      such event.

The Committee may adopt such valuation methodologies for outstanding Awards as
it deems reasonable in the event of a cash or property settlement and, in the
case of Options, Stock Appreciation Rights or similar rights, but without
limitation on other methodologies, may base such settlement solely upon the
excess if any of the amount payable upon or in respect of such event over the
exercise or strike price of the Award. In any of such events, the Committee may
take such action prior to such event to the extent that the Committee deems the
action necessary


                                       14

<PAGE>

to permit the Participant to realize the benefits intended to be conveyed with
respect to the underlying shares in the same manner as is or will be available
to stockholders generally.

      (b) Acceleration of Awards Upon Change in Control. As to any Eligible
Employee, unless prior to a Change in Control Event the Committee determines
that, upon its occurrence, there shall be no acceleration of benefits under
Awards or determines that only certain or limited benefits under Awards shall be
accelerated and the extent to which they shall be accelerated, and/or
establishes a different time in respect of such Change in Control Event for such
acceleration, then upon the occurrence of a Change in Control Event (i) each
Option and Stock Appreciation Right shall become immediately exercisable, (ii)
Restricted Stock and Stock Units shall immediately vest free of restrictions,
and (iii) each Performance Share Award shall become payable to the Participant.
The Committee may override the limitations on acceleration in this Section
3.2(b) by express provision in the Award Agreement and may accord any Eligible
Employee a right to refuse any acceleration, whether pursuant to the Award
Agreement or otherwise, in such circumstances as the Committee may approve.
Without limiting the generality of the foregoing, the Committee may deem an
acceleration to occur immediately prior to the applicable event and/or reinstate
the original terms of an Award if an event giving rise to acceleration does not
occur.

      (c) Possible Early Termination of Accelerated Awards. If any Option or
other right to acquire Common Stock under this Plan has been fully accelerated
as permitted by Section 6.2(b) or Section 7.7 but is not exercised prior to (i)
a dissolution of the Corporation, or (ii) an event described in Section 6.2(a)
that the Corporation does not survive, or (iii) the consummation of an event
described in Section 6.2(a) that results in a Change in Control Event approved
by the Board, such Option or right shall thereupon terminate, subject to any
provision that has been expressly made by the Board or the Committee through a
plan or reorganization or otherwise for the survival, substitution, assumption,
exchange or other settlement of such Option or right.

      (d) Possible Rescission of Acceleration. If the vesting of an Award has
been accelerated expressly in anticipation of an event or upon stockholder
approval of an event and the Committee or the Board later determines that the
event will not occur, the Committee may rescind the effect of the acceleration
as to any then outstanding and unexercised or otherwise unvested Awards.

6.3 EFFECT OF TERMINATION OF EMPLOYMENT

      (a) General. The Committee shall establish in respect of each Award
granted to an Eligible Employee the effect of a termination of employment on the
rights and benefits thereunder and in so doing may make distinctions based upon
the cause of termination. In addition, in the event of, or in anticipation of, a
termination of employment with the Company for any reason, other than discharge
for cause, the Committee may, in its discretion, increase the portion of the
Participant's Award available to the Participant, or the Participant's
Beneficiary or Personal Representative, as the case may be, or, subject to the
provisions of Section 1.6, extend the exercisability period upon such terms as
the Committee shall determine and expressly set forth in or by amendment to the
Award Agreement.


                                       15

<PAGE>

      (b) Effect on Unvested Awards. Unless otherwise provided in the applicable
Award Agreement and subject to Section 6.12 and the other provisions of this
Plan, a Restricted Stock Award, Stock Appreciation Right, Performance Share
Award, Stock Unit Award or other Award, to the extent such Award has not vested
as of the termination of the Participant's employment shall terminate on the
date the Participant ceases to be employed by the Company without further
payment or benefit of any kind; and any Option theretofore outstanding shall
terminate.

      (c) Events Not Deemed Terminations of Service. Unless Company policy or
the Committee otherwise provides, the employment relationship shall not be
considered terminated in the case of (a) sick leave, (b) military leave, or (c)
any other leave of absence authorized by the Company or the Committee; provided
that unless reemployment upon the expiration of such leave is guaranteed by
contract or law, such leave is for a period of not more than 90 days. In the
case of any Eligible Employee on an approved leave of absence, continued vesting
of the Award while on leave from the employ of the Company may be suspended
until the employee returns to service, unless the Committee otherwise provides
or applicable law otherwise requires. In no event shall an Award be exercised
after the expiration of the term set forth in the Award Agreement.

6.4 COMPLIANCE WITH LAWS

      This Plan, the granting and vesting of Awards under this Plan and the
offer, issuance and delivery of shares of Common Stock, the acceptance or
promissory notes and/or payment of money under this Plan or under Awards granted
hereunder are subject to compliance with all applicable federal and state laws,
rules and regulations (including, but not limited to, state and federal
securities laws and federal margin requirements) and to such approvals by any
listing, regulatory or governmental authority as may, in the opinion of counsel
for the Corporation, be necessary or advisable in connection therewith. Any
securities delivered under this Plan shall be subject to such restrictions, and
the person acquiring such securities shall, if requested by the Corporation,
provide such assurances and representations to the Corporation as the
Corporation may deem necessary or desirable to assure compliance with all
applicable legal and accounting requirements.

6.5 TAX WITHHOLDING

      (a) Cash or Shares. Upon any exercise, vesting or payment of any Award or
upon the disposition of shares of Common Stock acquired pursuant to the exercise
of an Incentive Stock Option prior to satisfaction of the holding period
requirements of Section 422 of the Code, the Company shall have the right at its
option to (i) require the Participant (or Personal Representative or
Beneficiary, as the case may be) to pay or provide for payment of the amount of
any taxes which the Company may be required to withhold with respect to such
Award event or payment or (ii) deduct from any amount payable in cash the amount
of any taxes which the Company may be required to withhold with respect to such
cash payment. In any case where a tax is required to be withheld in connection
with the delivery of shares of Common Stock under this Plan, the Committee may
in its sole discretion grant (either at the time of the Award is granted or
thereafter) to the Participant the right to elect, pursuant to such rules and
subject to such conditions as the Committee may establish, to have the
Corporation reduce the number of shares to be delivered by (or otherwise
reacquire) the appropriate number of shares valued in a


                                       16

<PAGE>

consistent manner at their Fair Market Value or at the sales price in accordance
with authorized procedures for cashless exercises, necessary to satisfy the
minimum applicable withholding obligation on exercise, vesting or payment. In
the event shares are withholding to satisfy tax withholding obligations, in no
event shall the number of shares withheld exceed the number required to satisfy
the minimum required withholding.

      (b) Tax Loans. The Committee may, in its discretion, authorize a loan to
an Eligible Employee in the amount of any taxes which the Company may be
required to withhold with respect to shares of Common Stock received (or
disposed of, as the case may be) pursuant to a transaction described in
subsection (a) above. Such a loan shall be for a term, at a rate of interest and
pursuant to such other terms and conditions as the Committee, under applicable
law, may establish and such loan need not comply with the provisions of Section
1.8.

6.6 PLAN AMENDMENT, TERMINATION AND SUSPENSION

      (a) Board Authorization. The Board may, at any time, terminate or, from
time to time, amend, modify or suspend this Plan, in whole or in part. Without
limiting the generality of the foregoing, the Board may, at any time, amend any
or all of the provisions of Article VII relating to Nonqualified Stock Option
grants to Non-Employee Directors. No Awards may be granted during any suspension
of this Plan or after termination of this Plan, but the Committee shall retain
jurisdiction as to Awards then outstanding in accordance with the terms of this
Plan.

      (b) Stockholder Approval. To the extent then required under Sections 162,
422 or 424 of the Code or any other applicable law, or deemed necessary or
advisable by the Board, any amendment to this Plan shall be subject to
stockholder approval.

      (c) Amendment to Awards. Without limiting any other express authority of
the Committee under but subject to the express limits of this Plan, the
Committee by agreement or resolution may waive conditions of or limitations on
Awards to Eligible Employees that the Committee in the prior exercise of its
discretion has imposed, without the consent of a Participant, and may make other
changes to the terms and conditions of Awards that do not affect in any manner
materially adverse to the Employee Participant, his or her rights and benefits
under an Award.

      (d) Limitations on Amendments to Plan and Awards. No amendment, suspension
or termination of this Plan or change of or affecting any outstanding Award
shall, without written consent of the Participant, affect in any manner
materially adverse to the Participant any rights or benefits of the Participant
or obligations of the Corporation under any Award granted under this Plan prior
to the effective date of such change. Changes contemplated by Section 6.2 shall
not be deemed to constitute changes or amendments for purposes of this Section
6.6.

6.7 PRIVILEGES OF STOCK OWNERSHIP

      Except as otherwise expressly authorized by the Committee or this Plan, a
Participant shall not be entitled to any privilege of stock ownership as to any
shares of Common Stock not actually delivered to and held of record by him or
her. No adjustment will be made for dividends or other rights as a stockholder
for which a record date is prior to such date of delivery.


                                       17
<PAGE>

6.8 EFFECTIVE DATE OF THE PLAN

      The effective date of this Plan shall be the date that it is first
approved by the Board (the "Effective Date").

6.9 TERM OF THE PLAN

      No Award shall be granted after the close of business on the day before
the tenth anniversary of the Effective Date of this Plan (the "Termination
Date"). Unless otherwise expressly provided in this Plan or in an applicable
Award Agreement, any Award granted prior to the Termination Date may extend
beyond such date, and all authority of the Committee with respect to Awards
hereunder, including the authority to amend an Award, shall continue during any
suspension of this Plan and in respect of outstanding Awards on such Termination
Date.

6.10 GOVERNING LAW; CONSTRUCTION; SEVERABILITY

      (a) Choice of Law. This Plan, the Awards, all documents evidencing Awards
and all other related documents shall be governed by, and construed in
accordance with the laws of the State of Nevada.

      (b) Severability. If any provision shall be held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions of this
Plan shall continue in effect.

      (c) Plan Construction.

                  (1) Rule 16b-3. It is the intent of the Corporation that the
            Awards and transactions permitted by Awards be interpreted in a
            manner that, in the case of Participants who are or may be subject
            to Section 16 of the Exchange Act, satisfies the applicable
            requirements for exemptions under Rule 16b-3. Notwithstanding the
            foregoing, the Corporation shall have no liability to any
            Participant for Section 16 consequences of Awards or events under
            Awards.

                  (2) Section 162(m). It is the further intent of the
            Corporation that (to the extent the Corporation or Awards under this
            Plan may be or become subject to limitations on deductibility under
            Section 162(m) of the Code), Options or Stock Appreciation Rights
            granted with an exercise or base price not less than Fair Market
            Value on the date of grant and Awards under Section 5.2 of this Plan
            that are granted to or held by a person subject to Section 162(m) of
            the Code will qualify as performance-based compensation or otherwise
            be exempt from deductibility limitations under Section 162(m) of the
            Code, to the extent that the authorization of the Award (or the
            payment thereof, as the case may be) satisfies any applicable
            administrative requirements thereof.

6.11 CAPTIONS

      Captions and headings are given to the sections and subsections of this
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
this Plan or any provision thereof.


                                       18
<PAGE>

6.12 EFFECT OF CHANGE OF SUBSIDIARY, DIVISION, OR UNIT STATUS

      For purposes of this Plan and any Award hereunder, if an entity ceases to
be a Subsidiary a termination of employment shall be deemed to have occurred
with respect to each employee of such Subsidiary who does not continue as an
employee of another entity within the Company. A termination of employment shall
also be deemed to occur if an employee is employed in a Company division or
business unit and, in connection with the sale, spin-off or other divestiture of
that division or unit, the employee's employment is terminated and the employee
does not otherwise continue as an employee of the Company. In the event of a
sale, spin-off, or other divestiture of a Subsidiary, Company division or
business unit, each employee who incurs a termination of employment in
connection therewith (as determined by the Committee in its sole discretion) in
accordance with either of the two preceding sentences shall be deemed to have
been fully vested in his or her Awards immediately prior to such termination.

6.13 NON-EXCLUSIVITY OF PLAN

      Nothing in this Plan shall limit or be deemed to limit the authority of
the Board or the Committee to grant awards or authorize any other compensation,
with or without reference to the Common Stock, under any other plan or
authority.

                       VII. NON-EMPLOYEE DIRECTOR OPTIONS

7.1 PARTICIPATION

      Options under this Article VII shall be made only to Non-Employee
Directors.

7.2 ANNUAL OPTION GRANTS

      (a) Time of Initial Grant. After approval of this Plan by the stockholders
of the Corporation, if any person who is not then an officer or employee of the
Company shall become a director of the Corporation, there shall be granted
automatically to such person (without any action by the Board of Committee) a
Nonqualified Stock Option (the Award Date of which shall be the date such person
takes office) to purchase 40,000 shares.

      (b) Subsequent Annual Options. In each calendar year during the term of
this Plan, commencing in 2003, there shall be granted automatically (without any
action by the Committee or the Board) a Nonqualified Stock Option to purchase
24,000 shares of Common Stock to each Non-Employee Director who is re-elected as
a director of the Corporation (the Award Date of which shall be the date of such
re-election).

      (c) Maximum Number of Shares. Annual grants that would otherwise exceed
the maximum number of shares under Section 1.4 shall be prorated within such
limitation.

7.3 OPTION PRICE

      The purchase price per share of the Common Stock covered by each Option
granted pursuant to Section 7.2 hereof shall be 100% of the Fair Market Value of
the Common Stock on


                                       19

<PAGE>

the Award Date. The exercise price of any Option granted under this Article
shall be paid in full at the time of each purchase in cash or by check or in
shares of Common Stock valued at their Fair Market Value on the date of exercise
of the Option, or partly in such shares and partly in cash, provided that any
such shares used in payment shall have been owned by the Participant at least
six months prior to the date of exercise.

7.4 OPTION PERIOD AND EXERCISABILITY

      Each Option granted under this Article VII and all rights or obligations
thereunder shall commence on the Award Date and expire ten years thereafter and
shall be subject to earlier termination as provided below. Each Option granted
under Section 7.2 shall become exercisable at the rate of 33-1/3% per year as
follows:

            (a) the first installment shall vest on the earlier of (i) the first
      anniversary of the applicable Award Date or (ii) the Corporation's annual
      meeting of stockholders that occurs in the year following the year in
      which the Award Date occurs;

            (b) the second installment shall vest on the earlier of (i) the
      second anniversary of the applicable Award Date or (ii) the Corporation's
      annual meeting of stockholders that occurs in the second year following
      the year in which the Award Date occurs;

            (c) the third installment shall vest on the earlier of (i) the third
      anniversary of the applicable Award Date or (ii) the Corporation's annual
      meeting of stockholders that occurs in the third year following the year
      in which the Award Date occurs.

7.5 TERMINATION OF DIRECTORSHIP

      If a Non-Employee Director's services as a member of the Board of
Directors terminate by reason of death, Disability or Retirement, an Option
granted pursuant to this Article held by such Participant shall immediately
become and shall remain exercisable for two years after the date of such
termination or until the expiration of the stated term of such Option, whichever
first occurs. If a Non-Employee Director's services as a member of the Board of
Directors terminate for any other reason, any portion of an Option granted
pursuant to this Article which is not then exercisable shall terminate and any
portion of such Option which is then exercisable may be exercised within a
period of thirty (30) days after the date of such termination or until the
expiration of the stated term, whichever first occurs.

7.6 ADJUSTMENTS

      Options granted under this Article VII shall be subject to adjustment as
provided in Section 6.2, but only to the extent that (a) such adjustment and the
Committee's action in respect thereof satisfy applicable law, (b) such
adjustment in the case of a Change in Control Event is effected pursuant to the
terms of a reorganization agreement approved by stockholders of the Corporation
(or, if stockholder approval of such agreement is not required, by the Board),
and (c) such adjustment is consistent with adjustments to Options held by
persons other than executive officers or directors of the Corporation.


                                       20
<PAGE>

7.7 ACCELERATION UPON A CHANGE IN CONTROL EVENT

      Upon the occurrence of a Change in Control Event, each Option granted
under Section 7.2 hereof shall become immediately exercisable in full. To the
extent that any Option granted under this Article VII is not exercised prior to
(i) a dissolution of the Corporation or (ii) a merger or other corporate event
that the Corporation does not survive, and no provision is (or consistent with
the provisions of Section 7.6 can be) made for the assumption, conversion,
substitution or exchange of the Option, the Option shall terminate upon the
occurrence of such event.

                               VIII. DEFINITIONS

8.1 DEFINITIONS

      (a) "Award" shall mean an award of any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, Performance Share Award, Performance-Based Award,
Cash-Based Award, dividend equivalent or deferred payment right or other right
or security that would constitute a "derivative security" under Rule 16a-1(c) of
the Exchange Act, or any combination thereof, whether alternative or cumulative,
authorized by and granted under this Plan.

      (b) "Award Agreement" shall mean any writing setting forth the terms of an
Award that has been authorized by the Committee.

      (c) "Award Date" shall mean the date upon which the Committee took the
action granting an Award or such later date as the Committee designates as the
Award Date at the time of the Award or, in the case of Awards under Article VII,
the applicable dates set forth therein.

      (d) "Award Period" shall mean the period beginning on an Award Date and
ending on the expiration date of such Award.

      (e) "Beneficiary" shall mean the person, persons, trust or trusts
designated by a Participant or, in the absence of a designation, entitled by
will or the laws of the descent and distribution to receive the benefits
specified in the Award Agreement and under this Plan in the event of a
Participant's death, and shall mean the Participant's executor or administrator
if no other Beneficiary is designated and able to act under the circumstances.

      (f) "Board" shall mean the Board of Directors of the Corporation.

      (g) "Cash-Based Awards" shall mean Awards that, if paid, must be paid in
cash and that are neither denominated in nor have a value derived from the value
of, nor an exercise or conversion privilege at a price related to, shares of
Common Stock.

      (h) "Cash Flow" shall mean cash and cash equivalents derived from either
(i) net cash flow from operations or (ii) net cash flow from operations,
financings and investing activities, as determined by the Committee at the time
an Award is granted.


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<PAGE>

      (i) "Change in Control Event" shall mean any of the following:

                  (1) The dissolution or liquidation of the Corporation (other
            than in the context of a transaction that does not constitute a
            Change in Control event under clause (2) below);

                  (2) Consummation of a merger, consolidation, or other
            reorganization, with or into, or the sale of all or substantially
            all of the Corporation's business and/or assets to, one or more
            entities that are not Subsidiaries (a "Business Combination"), as a
            result of which less than 50% of the outstanding voting securities
            of the surviving or resulting entity or a parent ("Successor
            Entity") thereof immediately after the reorganization are, or will
            be, owned by stockholders of the Corporation immediately before the
            Business Combination (assuming for purposes of such determination
            that there is no change in the record ownership of the Corporation's
            securities from the record date for such approval until such
            reorganization and that such record owners hold no securities of the
            other parties to such reorganization);

                  (3) Any "person" (as such term is used in Section 13(d) and
            14(d) of the Exchange Act) (other than a person having such
            ownership at the time of adoption of this Plan) becomes the
            "beneficial owner" (as defined in Rule 13d-3 under the Exchange
            Act), directly or indirectly, of securities of the Corporation
            representing more than 50% of the combined voting power of the
            Corporation's then outstanding securities entitled to then vote
            generally in the election of directors of the Corporation, other
            than (i) an acquisition directly from the Company, (ii) an
            acquisition by the Company, or (iii) an acquisition by an employee
            benefit plan (or related trust) sponsored or maintained by the
            Company or a Successor Entity; or

                  (4) During any period not longer than two consecutive years,
            individuals who at the beginning of such period constituted the
            Board cease to constitute at least a majority thereof, unless the
            election, or the nomination for election by the Corporation's
            stockholders, of each new Board member was approved by a vote of at
            least a majority of the Board members then still in office who were
            Board members at the beginning of such period (including for these
            purposes, new members whose election or nomination was so approved),
            but excluding, for this purpose, any such individual whose initial
            assumption of office occurs as a result of an actual or threatened
            election contest with respect to the election or removal of
            directors or other actual or threatened solicitation of proxies or
            consents by or on behalf of a person other than the Board.

      (j) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

      (k) "Commission" shall mean the Securities and Exchange Commission.


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<PAGE>

      (l) "Committee" shall mean the Board or one or more committees appointed
by the Board to administer all or certain aspects of this Plan, each committee
to be comprised solely of one or more directors or such number as may be
required under applicable law. Each member of a Committee in respect of any
decision with respect to an Award intended to satisfy the requirements of
Section 162(m) of the Code must satisfy the requirements of "outside director"
status within the meaning of Section 162(m) of the Code; provided, however, that
the failure to satisfy such requirement shall not affect the validity of the
action of any committee otherwise duly authorized and acting in the matter. As
to Awards, grants or other transactions that are authorized only by a committee
and that are intended to be exempt under Rule 16b-3, the requirements of Rule
16b-3(d)(1) with respect to committee action must also be satisfied.

      (m) "Common Stock" shall mean the Common Stock of the Corporation and such
other securities or property as may become subject to Awards, or become subject
to Awards, pursuant to an adjustment made under Section 6.2 of this Plan.

      (n) "Company" shall mean, collectively, the Corporation and its domestic
or foreign Subsidiaries or divisions.

      (o) "Corporation" shall mean International Game Technology, a Nevada
corporation, and its successors.

      (p) "Eligible Employee" shall mean an officer (whether or not a director)
or key executive, administrative, managerial, production, marketing or sales
employee of the Company.

      (q) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

      (r) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

      (s) "Fair Market Value" or any date shall mean (i) if the stock is listed
or admitted to trade on a national securities exchange, the closing price of the
stock on the Composite Tape, as published in the Western Edition of The Wall
Street Journal, of the principal national securities exchange on which the stock
is so listed or admitted to trade, on such date, or, if there is no trading of
the stock on such date, then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (ii) if the stock is not listed or admitted to trade on a national
securities exchange, the last price for the stock on such date, as furnished by
the National Association of Securities Dealers, Inc. ("NASD") through the NASDAQ
National Market Reporting System or a similar organization if the NASD is no
longer reporting such information, (iii) if the stock is not listed or admitted
to trade on a national securities exchange and is not reported on the National
Market Reporting System, the mean between the bid and asked price for the stock
on such date, as furnished by the NASD or a similar organization, or (iv) if the
stock is not listed or admitted to trade on a national securities exchange, is
not reported on the National Market Reporting System and if bid and asked prices
for the stock are not furnished by the NASD or a similar organization, the value
as established by the Committee at such time for purposes of this Plan.


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<PAGE>

      (t) "Incentive Stock Option" shall mean an Option which is designated as
an incentive stock option within the meaning of Section 422 of the Code, the
award of which contains such provisions as are necessary to comply with that
section.

      (u) "Nonqualified Stock Option" shall mean an Option that is designated as
a Nonqualified Stock Option and shall include any Option intended as an
Incentive Stock Option that fails to meet the applicable legal requirements
thereof. Any Option granted hereunder that is not designated as an Incentive
Stock Option shall be deemed to be designated a Nonqualified Stock Option under
this Plan and not an incentive stock option under the Code.

      (v) "Non-Employee Director" shall mean a member of the Board of Directors
of the Corporation who is not an officer or employee of the Company.

      (w) "Option" shall mean an option to purchase Common Stock granted under
this Plan. The Committee shall designate any Option granted to an Eligible
Employee as a Nonqualified Stock Option or an Incentive Stock Option. Options
granted under Article VII shall be Nonqualified Stock Options.

      (x) "Participant" shall mean an Eligible Employee who has been granted an
Award under this Plan or a Non-Employee Director who has received a Nonqualified
Stock Option under Article VII.

      (y) "Performance-Based Award" shall mean an Award of a right to receive
shares of Common Stock or other compensation (including cash) under Section 5.2,
the issuance or payment of which is contingent upon, among other conditions, the
attainment of performance objectives specified by the Committee.

      (z) "Performance Goals" shall mean earnings per share, or Cash Flow, or
total stockholder return, or revenue growth, or operating income, or net
earnings (before or after interest, taxes, depreciation and/or amortization), or
return on equity or on assets or on net investment, or cost containment or
reduction, or any combination thereof.

      (aa) "Performance Share Award" shall mean an Award of a right to receive
shares of Common Stock made in accordance with Section 5.1, the issuance or
payment of which is contingent upon, among other conditions, the attainment of
performance objectives specified by the Committee.

      (bb) "Personal Representative" shall mean the person or persons who, upon
the disability or incompetence of a Participant, shall have acquired on behalf
of the Participant, by legal proceeding or otherwise, the power to exercise the
rights or receive benefits under this Plan and who shall have become the legal
representative of the Participant.

      (cc) "Plan" shall mean this 2002 Stock Incentive Plan.

      (dd) "QDRO" shall mean a qualified domestic relations order as defined in
Section 414(p) of the Code or Title I, Section 206(d)(3) of ERISA (to the same
extent as if this Plan were subject thereto), or the applicable rules
thereunder.


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<PAGE>

      (ee) "Restricted Stock Award" shall mean an award of a fixed number of
shares of Common Stock to the Participant subject, however, to payment of such
consideration, if any, and such forfeiture provisions, as are set forth in the
Award Agreement.

      (ff) "Restricted Stock" shall mean shares of Common Stock awarded to a
Participant under this Plan, subject to payment of such consideration, if any,
and such conditions on vesting and such transfer and other restrictions as are
established in or pursuant to this Plan, for so long as such shares remain
unvested under the terms of the applicable Award Agreement.

      (gg) "Retirement" shall mean retirement with the consent of the Company,
or in the case of a Non-Employee Director, a retirement or resignation as a
director after at least eight years service as a director.

      (hh) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the Commission
pursuant to the Exchange Act.

      (ii) "Section 16 Person" shall mean a person subject to Section 16(a) of
the Exchange Act.

      (jj) "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.

      (kk) "Stock Appreciation Right" shall mean a right to receive a number of
shares of Common Stock or an amount of cash, or a combination of shares and
cash, the aggregate amount or value of which is determined by reference to a
change in the Fair Market Value of the Common Stock that is authorized under
this Plan.

      (ll) "Stock Bonus" shall mean an Award of shares of Common Stock granted
under this Plan for no consideration other than past services and without
restriction other than such transfer or other restrictions as the Committee may
deem advisable to assure compliance with law.

      (mm) "Stock Unit" shall mean a bookkeeping entry which serves as a unit of
measurement relative to a share of Common Stock for purposes of determining the
payment, in Common Stock or cash, of an Award, including a deferred benefit or
right under this Plan. Stock Units are not outstanding shares and do not entitle
a Participant to any dividend, voting or other rights in respect of any Common
Stock represented thereby or acquirable thereunder. Stock Units, may, however,
by express provision in the applicable Award Agreement, entitle a Participant to
dividend equivalent rights, as defined by the Committee.

      (nn) "Subsidiary" shall mean any corporation or other entity a majority of
whose outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.

      (oo) "Total Disability" shall mean a "permanent and total disability
within the meaning of Section 22(e)(3) of the Code and (except in the case of a
Non-Employee Director) such other disabilities, infirmities, afflictions or
conditions as the Committee by rule may include.


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