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ACUSON CORPORATION                                                EXHIBIT 10.14
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                               ACUSON CORPORATION
                           1991 STOCK INCENTIVE PLAN


             Adopted by the Board of Directors on February 5, 1991
                    Approved by stockholders on May 6, 1991
          Amended by the Board of Directors effective on May 31, 1995
             Amended by the Board of Directors on February 19, 1999

1.   PURPOSE.
     ------- 

     (a)  The purpose of the Plan is to provide a means by which selected
employees of and consultants to Acuson Corporation, a Delaware Corporation (the
"Company"), and its Affiliates, as defined in subparagraph 1(b), may be given an
opportunity to purchase stock of the Company. It is intended that this purpose
will be effected through the granting of (i) incentive stock options and (ii)
nonstatutory stock options.

     (b) The word "Affiliate" as used in the Plan means any parent corporation
or subsidiary corporation of the Company, as those terms are defined in Sections
424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
(the "Code"). 

     (c) The Company, by means of the Plan, seeks to retain the services of
persons now employed by or serving as consultants to the Company, to secure and
retain the services of persons capable of filling such positions, and to provide
incentives for such persons to exert maximum efforts for the success of the
Company.

     (d) The Company intends that the stock options granted under the Plan
("Stock Awards") shall, in the discretion of the Board of Directors of the
Company (the "Board") or any committee to which responsibility for
administration of the Plan has been delegated pursuant to subparagraph 2(c), be
either: incentive stock options as that term is used in Section 422 of the Code
("Incentive Stock Options"), or options which do not qualify as incentive stock
options ("Supplemental Stock Options"). All options shall be separately
designated Incentive Stock Options or Supplemental Stock Options at the time of
grant, and in such form as issued pursuant to paragraph 6, and a separate
certificate or certificates shall be issued for shares purchased on exercise of
each type of option. An option designated as a Supplemental Stock Option will
not be treated as an Incentive Stock Option.
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2.   ADMINISTRATION.
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     (a)  The Plan shall be administered by the Board unless and until the Board
delegates administration to a committee, as provided in subparagraphs 2(c) and
2(d).

     (b)  The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

          (i)   To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how the Stock Awards
shall be granted; whether a Stock Award will be an Incentive Stock Option, a
Supplemental Stock Option, or a combination of the foregoing; the provisions of
each Stock Award granted (which need not be identical), including the time or
times when a person shall be permitted to purchase or receive stock pursuant to
a Stock Award; and the number of shares with respect to which Stock Awards shall
be granted to each such person.

          (ii) To construe and interpret the Plan and Stock Awards granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award, in a manner
and to the extent it shall deem necessary or expedient to make the Plan fully
effective.

          (iii) To amend the Plan as provided in paragraph 12.

          (iv) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company.

     (c)  With respect to options granted to officers of the Company subject to
Section 16(b) of the Exchange Act, the Plan may be administered by a committee
of the Board (the "Committee"), which committee shall be constituted in such
manner as to permit such grants and related transactions under the Plan to be
exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") in accordance with Rule 16b-3 (or any successor thereto)
promulgated under the Exchange Act ("Rule 16b-3"). If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. Subject to
subparagraph 2(d) the Board may abolish the Committee at any time and revest in
the Board the administration of the Plan.

     (d)  Notwithstanding anything in this paragraph 2 to the contrary, the
Board may delegate to a committee of one (1) or more members of the Board the
authority to grant options to eligible persons who are not officers or directors
of the Company.

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3.   STRUCTURE OF THE PLAN.
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          The Plan shall consist of an option grant program whereby certain
employees and consultants to the Company described in paragraph 5 shall be
eligible for option grants in the discretion of the Board.

4.   SHARES SUBJECT TO THE PLAN.
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     (a)  Subject to the provisions of paragraph 11 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to Stock Awards granted
under the Plan shall not exceed in the aggregate five million (5,000,000) shares
of the Company's common stock. If any Stock Award granted under the Plan shall
for any reason expire or otherwise terminate without having been exercised in
full, the stock not purchased under such option shall again become available for
the Plan.

     (b)  The stock subject to the Plan may be unissued shares or reacquired
shares bought on the market or otherwise.

     (c)  An Incentive Stock Option may be granted to an eligible person under
the Plan only if the aggregate fair market value (determined at the time the
option is granted) of the stock with respect to which Incentive Stock Options
(as defined in the Code) granted after 1986 are exercisable for the first time
by such optionee during any calendar year under all incentive stock option plans
of the Company and its Affiliates does not exceed one hundred thousand dollars
($100,000).

5.   ELIGIBILITY.
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     (a)  Incentive Stock Options may be granted only to employees (including
officers) of the Company or its Affiliates. A director of the Company who is not
an employee of the Company shall not be eligible to receive Stock Awards
pursuant to the Plan. Stock Awards other than Incentive Stock Options may be
granted only to officers or employees of or consultants to the Company or its
Affiliates.

     (b) No person shall be eligible for the grant of an Incentive Stock Option
under the Plan if, at the time of grant, such person owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any of its Affiliates unless the exercise price of such Incentive Stock
Option is at least one hundred ten percent (110%) of the fair market value of
such stock at the date of grant and the term of the option does not exceed five
(5) years from the date of grant.

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6.   OPTION PROVISIONS.
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     Each option shall be in such form and shall contain such terms and
conditions as the Board or the Committee shall deem appropriate.  The provisions
of separate options need not be identical, but each option shall include
(through incorporation of provisions hereof by reference in the option or
otherwise) the substance of each of the following provisions:

     (a)  The term of any option shall not be exercisable after the expiration
of ten (10) years from the date it was granted.

     (b)  The exercise price of each Incentive Stock Option shall be not less
than one hundred percent (100%) of the fair market value of the stock subject to
the option on the date the option is granted. The exercise price of each
Supplemental Stock Option shall be not less than ten percent (10%) of the fair
market value of the stock subject to the option on the date the option is
granted.

     (c)  The purchase price of stock acquired pursuant to an option shall be
paid, to the extent permitted by applicable statutes and regulations, either (i)
in cash at the time the option is exercised, or (ii) at the discretion of the
Board or the Committee, either at the time of the grant or exercise of the
option, (A) by delivery to the Company of shares of common stock of the Company
that have been held for the requisite period necessary to avoid a charge to the
Company's reported earnings and valued at the fair market value on the date of
exercise (determined by the closing sale price per share of Common Stock for
such date as reported by the New York Stock Exchange), (B) according to a
deferred payment or other arrangement (which may include, without limiting the
generality of the foregoing, the use of other common stock of the Company) with
the person to whom the option is granted or to whom the option is transferred
pursuant to subparagraph 6(d), or (C) in any other form of legal consideration
that may be acceptable to the Board or the Committee.

          In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable provisions of
the Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement.

     (d)  An option shall not be transferable except by will or by the laws of
descent and distribution, and shall be exercisable during the lifetime of
the person to whom the option is granted only by such person. 

     (e)  The total number of shares of stock subject to an option may, but need
not, be allotted in periodic installments (which may, but need not, be equal).
From time to time during each of such installment periods, the option may become
exercisable ("vest") with respect to some or all of the shares allotted to that
period, and if vested, may be exercised with respect to some or all of the

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shares allotted to such period and/or any prior period as to which the option
was not fully exercised. During the remainder of the term of the option (if its
term extends beyond the end of the installment periods), the option may be
exercised from time to time with respect to any shares then remaining subject to
the option. The provisions of this subparagraph 6(e) are subject to any option
provisions governing the minimum number of shares as to which an option may be
exercised.

     (f) The Company may as a condition of issuing any stock pursuant to the
Plan, require any person who is to acquire such stock, (i) to give written
assurances satisfactory to the Company as to such person's knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters, and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the option; and (ii) to give written assurances satisfactory
to the Company stating that such person is acquiring the stock for such person's
own account and not with any present intention of selling or otherwise
distributing the stock. These requirements, and any assurances given pursuant to
such requirements, shall be inoperative if (i) the issuance of the shares has
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), or (ii) as to any particular requirement, a determination is made by
counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws.

     (g) An option shall terminate three (3) months after termination of the
optionee's employment or relationship as a consultant with the Company or an
Affiliate, unless (i) such termination is due to such person's permanent and
total disability, within the meaning of Section 422(c)(6) of the Code, in which
case the option may, but need not, provide that it may be exercised at any time
within one (1) year following such termination of employment or relationship as
a consultant; or (ii) the optionee dies while in the employ of or while serving
as a consultant to the Company or an Affiliate, or within not more than three
(3) months after termination of such employment or relationship, in which case
the option may, but need not, provide that it may be exercised at any time
within eighteen (18) months following the death of the optionee by the person or
persons to whom the optionee's rights under such option pass by will or by the
laws of descent and distribution; or (iii) the option by its terms specifies
either (A) that it shall terminate sooner than three (3) months after
termination of the optionee's employment or relationship as a consultant, or (B)
that it may be exercised more than three (3) months after termination of such
employment or relationship with the Company or an Affiliate. This subparagraph
6(g) shall not be construed to extend the term of any option or to permit anyone
to exercise the option after expiration of its term, nor shall it be construed
to increase the number of shares as to which any option is exercisable from the
amount exercisable on the date of termination of the optionee's employment or
relationship as a consultant.

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     (h)  The option may, but need not, include a provision whereby the optionee
may elect at any time during the term of his or her employment or relationship
as a consultant with the Company or any Affiliate to exercise the option as to
any part or all of the shares subject to the option prior to the stated vesting
date of the option or of any installment or installments specified in the
option. Any shares so purchased from any unvested installment or option may be
subject to a repurchase right in favor of the Company or to any other
restriction the Board or the Committee determines to be appropriate.

7.   COVENANTS OF THE COMPANY.
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     (a)  During the terms of the options granted under the Plan, the Company
shall keep available at all times the number of shares of stock required to
satisfy such options.

     (b)  The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon grant or exercise of Stock Awards under the
Plan; provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any Stock Award granted under
the Plan, or any stock issued or issuable pursuant to any such Stock Awards. If,
after reasonable efforts, the Company is unable to obtain from any such
regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such Stock Awards unless and until such authority is obtained.

8.   USE OF PROCEEDS FROM STOCK.
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     Proceeds from the sale of stock pursuant to Stock Awards granted under the
Plan shall constitute general funds of the Company.

9.   MISCELLANEOUS.
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     (a)  The Board or the Committee shall have the power to accelerate the time
at which a Stock Award may first be exercised or the time during which an option
or stock acquired pursuant to a Stock Award or any part thereof will vest,
notwithstanding the provisions in the Stock Award stating the time at which it
may first be exercised or the time during which it will vest.

     (b)  Neither a recipient of a Stock Award nor any person to whom a Stock
Award is transferred under subparagraph 6(d) shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares subject
to such Stock Award unless and until such person has satisfied all requirements
for exercise of the Stock Award pursuant to its terms.

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     (c)  Nothing in the Plan or an instrument executed or Stock Award granted
pursuant thereto shall confer upon any eligible employee or consultant any right
to continue in the employ of the Company or any Affiliate (or to continue acting
as a consultant) or shall affect the right of the Company or any Affiliate to
terminate the employment or consulting relationship of any eligible employee or
consultant with or without cause. In the event that a Stock Award recipient is
permitted or otherwise entitled to take a leave of absence, the Company shall
have the unilateral right to (i) determine whether such leave of absence will be
treated as a termination of employment for purposes of his or her Stock Award,
and (ii) suspend or otherwise delay the time or times at which the shares
subject to the Stock Award would otherwise vest.

     (d)  At the discretion of the Board or the Committee, the recipient may
satisfy any federal, state or local tax withholding obligation relating to the
exercise of such Stock Award by any of the following means or by a combination
of such means: (i) tendering a cash payment; (ii) authorizing the Company to
withhold from the shares of the common stock otherwise issuable to the
participant as a result of the exercise of the Stock Award a number of shares
having a fair market value less than or equal to the amount of the withholding
tax obligation; or (iii) delivering to the Company owned and unencumbered shares
of the common stock of the Company having a fair market value less than or equal
to the amount of the withholding tax obligation.

10.  CANCELLATION AND RE-GRANT OF OPTIONS.
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          The Board or the Committee shall have the authority to effect, at any
time and from time to time, with the consent of the affected option holders, (i)
the repricing of any or all outstanding options (excluding Incentive Stock
Options) under the Plan and/or (ii) the cancellation of any or all outstanding
options under the Plan and the grant in substitution therefor new options under
the Plan covering the same or different numbers of shares of common stock but
having an option price per share not less than ten percent (10%) of the fair
market value (one hundred percent (100%) of the fair market value in the case of
an Incentive Stock Option or, in the case of a ten percent (10%) stockholder (as
defined in subparagraph 5(b)), not less than one hundred and ten percent (110%)
of the fair market value) per share of common stock on the new grant date.

11.  ADJUSTMENTS UPON CHANGES IN STOCK.
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     (a)  If any change is made in the stock subject to the Plan, or subject to
any Stock Award granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
Stock Awards will be appropriately adjusted in the class(es) and number of
shares and price per share of stock subject to outstanding Stock Awards.

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     (b)  In the event of: (i) a dissolution or liquidation of the Company; (ii)
a merger or consolidation in which the Company is not the surviving corporation;
(iii) a reverse merger in which the Company is the surviving corporation but the
shares of the Company's common stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise; or (iv) any other capital reorganization
in which more than fifty percent (50%) of the shares of the Company entitled to
vote are exchanged, then to the extent permitted by applicable law (x) any
surviving corporation shall assume any Stock Awards outstanding under the Plan
or shall substitute similar rights for those outstanding under the Plan, or (y)
such Stock Awards shall continue in full force and effect. In the event any
surviving corporation refuses to assume or continue such Stock Awards, or to
substitute similar Stock Awards for those outstanding under the Plan, then, with
respect to Stock Awards held by persons then performing services as employees or
consultants for the Company, the time during which such options may be exercised
shall be accelerated and the Stock Awards terminated if not exercised prior to
such event.

12.  AMENDMENT OF THE PLAN.
     --------------------- 

     (a)  The Board at any time, and from time to time, may amend the Plan.
However, except as provided in paragraph 11 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will: 

          (i)       Increase the number of shares reserved for issuance under
the Plan;

          (ii)      Modify the requirements as to eligibility for participation
in the Plan (to the extent such modification requires stockholder approval in
order for the Plan to satisfy the requirements of Section 422(b) of the Code);
or

          (iii)     Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to satisfy the requirements
of Section 422(b) of the Code or to comply with the requirements of Rule 16b-3.

     (b)  It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide eligible employees or
consultants with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder relating to
employee stock options and/or to bring the Plan and/or options granted under it
into compliance therewith.

     (c)  Rights and obligations under any Stock Award granted before amendment
of the Plan shall not be altered or impaired by any amendment of the 

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Plan unless (i) the Company requests the consent of the person to whom the
option was granted and (ii) such person consents in writing.

13.  TERMINATION OR SUSPENSION OF THE PLAN.
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     (a)  The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate within ten (10) years from the date the
Plan is adopted by the Board or approved by the stockholders of the Company,
whichever is earlier. No Stock Awards may be granted under the Plan while the
Plan is suspended or after it is terminated.

     (b)  Rights and obligations under any Stock Award granted while the Plan is
in effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the Stock Award was granted.

14.  EFFECTIVE DATE AND STOCKHOLDER APPROVAL OF PLAN.
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     The Plan become effective when adopted by the Board on February 5, 1991 and
was approved by the Company's stockholders on May 6, 1991.  Effective May 31,
1995, the Board amended the Plan to terminate the automatic option grant program
for non-employee directors which was replaced by a similar program under the
Company's 1995 Stock Incentive Plan, which amendment did not require stockholder
approval.  On February 19, 1999, the Board adopted and approved an amendment and
restatement of the Plan to reflect amendments promulgated by the Securities and
Exchange Commission to Rule 16b-3 applicable to the Plan, which amendment did
not require stockholder approval.

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