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                                                                   EXHIBIT 10(f)
                                  BUFFETS, INC.
                             2000 OMNIBUS STOCK PLAN


         1. Purpose. The purpose of the Buffets, Inc. 2000 Omnibus Stock Plan
(the "Plan") is to motivate key personnel to produce a superior return to the
shareholders of the Company by offering such personnel an opportunity to realize
Stock appreciation, by facilitating Stock ownership and by rewarding them for
achieving a high level of corporate financial performance. The Plan is also
intended to facilitate recruiting and retaining key personnel of outstanding
ability by providing an attractive capital accumulation opportunity.
Additionally, the Plan is intended to provide Outside Directors with an
opportunity to acquire a proprietary interest in the Company, to compensate
Outside Directors for their contribution to the Company and to aid in attracting
and retaining Outside Directors.

         2.       Definitions.

                  2.1 The terms defined in this Section are used (and
         capitalized) elsewhere in the Plan.

                           (a) "Affiliate" means any corporation that is a
                  "parent corporation" or "subsidiary corporation" of the
                  Company, as those terms are defined in Code Section 424(e) and
                  (f), or any successor provisions.

                           (b) "Agreement" means a written contract (i)
                  consistent with the terms of the Plan entered into between the
                  Company or an Affiliate and a Participant and (ii) containing
                  the terms and conditions of an Award in such form and not
                  inconsistent with this Plan as the Committee shall approve
                  from time to time, together with all amendments thereto, which
                  amendments may be unilaterally made by the Company (with the
                  approval of the Committee) unless such amendments are deemed
                  by the Committee to be materially adverse to the Participant
                  and not required as a matter of law.

                           (c) "Award" or "Awards" means a grant made under this
                  Plan in the form of Restricted Stock, Options, Stock
                  Appreciation Rights, Performance Units, Stock or any other
                  stock-based award.

                           (d) "Board" means the Board of Directors of the
                  Company.

                           (e) "Code" means the Internal Revenue Code of 1986,
                  as amended and in effect from time to time or any successor
                  statute.

                           (f) "Committee" means the two or more Non-Employee
                  Directors designated by the Board to administer the Plan under
                  Plan Section 3.1 and constituted so as to permit grants
                  thereby to comply with Exchange Act Rule 16b-3 and Code
                  Section 162(m).

                           (g) "Company" means Buffets, Inc., a Minnesota
                  corporation, or the successor to all or substantially all of
                  its businesses by merger, consolidation, purchase of assets or
                  otherwise.

                           (h) "Effective Date" means the date specified in Plan
                  Section 12.1.

                           (i) "Employee" means an employee (including an
                  officer or director who is also an employee) of the Company or
                  an Affiliate.

                           (j) "Event" means any of the following:

                                 (1) The acquisition by any individual, entity
                           or group (within the meaning of Exchange Act
                           Sections 13(d)(3) or 14(d)(2)) of beneficial
                           ownership (within the




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                           meaning of Exchange Act Rule 13d-3) of 30% or more
                           of either (i) the then-outstanding shares of common
                           stock of the Company (the "Outstanding Company
                           Common Stock") or (ii) the combined voting power of
                           the then-outstanding voting securities of the Company
                           entitled to vote generally in the election of the
                           Board (the "Outstanding Company Voting Securities");
                           provided, however, that the following acquisitions
                           shall not constitute an Event:

                                            (A) any acquisition of common stock
                                    or voting securities of the Company directly
                                    from the Company,

                                            (B) any acquisition of common stock
                                    or voting securities of the Company by the
                                    Company or any of its wholly owned
                                    Subsidiaries,

                                            (C) any acquisition of common stock
                                    or voting securities of the Company by any
                                    employee benefit plan (or related trust)
                                    sponsored or maintained by the Company or
                                    any of its Subsidiaries, or

                                            (D) any acquisition by any
                                    corporation with respect to which,
                                    immediately following such acquisition, more
                                    than 70% of, respectively, the
                                    then-outstanding shares of common stock of
                                    such corporation and the combined voting
                                    power of the then-outstanding voting
                                    securities of such corporation entitled to
                                    vote generally in the election of directors
                                    is then beneficially owned, directly or
                                    indirectly, by all or substantially all of
                                    the individuals and entities who were the
                                    beneficial owners, respectively, of the
                                    Outstanding Company Common Stock and
                                    Outstanding Company Voting Securities
                                    immediately before such acquisition in
                                    substantially the same proportions as was
                                    their ownership, immediately before such
                                    acquisition, of the Outstanding Company
                                    Common Stock and Outstanding Company Voting
                                    Securities, as the case may be;

                                    (2) Individuals who, as of the Effective
                           Date, constitute the Board (the "Incumbent Board")
                           cease for any reason to constitute at least a
                           majority of the Board; provided, however, that any
                           individual becoming a director of the Board after the
                           Effective Date whose election, or nomination for
                           election by the Company's shareholders, was approved
                           by a vote of at least a majority of the directors
                           then comprising the Incumbent Board shall be
                           considered a member of the Incumbent Board, but
                           excluding, for this purpose, any such individual
                           whose initial assumption of office occurs as a result
                           of an actual or threatened election contest;

                                    (3) Approval by the shareholders of the
                           Company of a reorganization, merger, consolidation or
                           statutory exchange of Outstanding Company Voting
                           Securities, unless immediately following such
                           reorganization, merger, consolidation or exchange,
                           all or substantially all of the individuals and
                           entities who were the beneficial owners,
                           respectively, of the Outstanding Company Common Stock
                           and Outstanding Company Voting Securities immediately
                           before such reorganization, merger, consolidation or
                           exchange beneficially own, directly or indirectly,
                           more than 70% of, respectively, the then-outstanding
                           shares of common stock and the combined voting power
                           of the then-outstanding voting securities entitled to
                           vote generally in the election of directors, as the
                           case may be, of the corporation resulting from such
                           reorganization, merger, consolidation or exchange in
                           substantially the same proportions as was their
                           ownership, immediately before such reorganization,
                           merger, consolidation or exchange, of the Outstanding
                           Company Common Stock and Outstanding Company Voting
                           Securities, as the case may be; or

                                    (4) Approval by the shareholders of the
                           Company of (i) a complete liquidation or dissolution
                           of the Company or (ii) the sale or other disposition
                           of all or



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                           substantially all of the assets of the Company, other
                           than to a corporation with respect to which,
                           immediately following such sale or other disposition,
                           more than 70% of, respectively, the then-outstanding
                           shares of common stock of such corporation and the
                           combined voting power of the then-outstanding voting
                           securities of such corporation entitled to vote
                           generally in the election of directors is then
                           beneficially owned, directly or indirectly, by all or
                           substantially all of the individuals and entities who
                           were the beneficial owners, respectively, of the
                           Outstanding Company Common Stock and Outstanding
                           Company Voting Securities immediately before such
                           sale or other disposition in substantially the same
                           proportion as was their ownership, immediately before
                           such sale or other disposition, of the Outstanding
                           Company Common Stock and Outstanding Company Voting
                           Securities, as the case may be.

                           Notwithstanding the above, an Event shall not be
                  deemed to occur with respect to a recipient of an Award if the
                  acquisition of the 30% or greater interest referred to in
                  paragraph (1) is by a group, acting in concert, that includes
                  that recipient of an Award or if at least 30% of the
                  then-outstanding common stock or combined voting power of the
                  then-outstanding voting securities (or voting equity
                  interests) of the surviving corporation or of any corporation
                  (or other entity) acquiring all or substantially all of the
                  assets of the Company shall be beneficially owned, directly or
                  indirectly, immediately after a reorganization, merger,
                  consolidation, statutory share exchange or disposition of
                  assets referred to in paragraphs (3) or (4) by a group, acting
                  in concert, that includes that recipient of an Award.

                           (k) "Exchange Act" means the Securities Exchange Act
                  of 1934, as amended and in effect from time to time, or any
                  successor statute.

                           (l) "Exchange Act Rule 16b-3" means Rule 16b-3
                  promulgated by the Securities and Exchange Commission under
                  the Exchange Act, as now in force and in effect from time to
                  time or any successor regulation.

                           (m) "Fair Market Value" as of any date means, unless
                  otherwise expressly provided in the Plan:

                                    (i) the closing price of a Share on the date
                           immediately preceding that date or, if no sale of
                           Shares shall have occurred on that date, on the next
                           preceding day on which a sale of Shares occurred

                                            (A) on the composite tape for New
                                    York Stock Exchange listed shares, or

                                            (B) if the Shares are not quoted on
                                    the composite tape for New York Stock
                                    Exchange listed shares, on the principal
                                    United States Securities Exchange registered
                                    under the Exchange Act on which the Shares
                                    are listed, or

                                            (C) if the Shares are not listed on
                                    any such exchange, on the National
                                    Association of Securities Dealers, Inc.
                                    Automated Quotations National Market System,
                                    or

                                    (ii) if clause (i) is inapplicable, the mean
                           between the closing "bid" and the closing "asked"
                           quotation of a Share on the date immediately
                           preceding that date, or, if no closing bid or asked
                           quotation is made on that date, on the next preceding
                           day on which a closing bid and asked quotation is
                           made, on the National Association of Securities
                           Dealers, Inc. Automated Quotations System or any
                           system then in use, or

                                    (iii) if clauses (i) and (ii) are
                           inapplicable, what the Committee determines in good
                           faith to be 100% of the fair market value of a Share
                           on that date, using such criteria as it shall
                           determine, in its sole discretion, to be appropriate
                           for valuation.



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                           However, if the applicable securities exchange or
                  system has closed for the day at the time the event occurs
                  that triggers a determination of Fair Market Value, whether
                  the grant of an Award, the exercise of an Option or Stock
                  Appreciation Right or otherwise, all references in this
                  paragraph to the "date immediately preceding that date" shall
                  be deemed to be references to "that date." In the case of an
                  Incentive Stock Option, if this determination of Fair Market
                  Value is not consistent with the then current regulations of
                  the Secretary of the Treasury, Fair Market Value shall be
                  determined in accordance with those regulations. The
                  determination of Fair Market Value shall be subject to
                  adjustment as provided in Plan Section 16.

                           (n) "Fundamental Change" shall mean a dissolution or
                  liquidation of the Company, a sale of substantially all of the
                  assets of the Company, a merger or consolidation of the
                  Company with or into any other corporation, regardless of
                  whether the Company is the surviving corporation, or a
                  statutory share exchange involving capital stock of the
                  Company.

                           (o) "Incentive Stock Option" means any Option
                  designated as such and granted in accordance with the
                  requirements of Code Section 422 or any successor provision.

                           (p) "Insider" as of a particular date means any
                  person who, as of that date is an officer of the Company as
                  defined under Exchange Act Rule 16a-1(f) or its successor
                  provision.

                           (q) "Non-Employee Director" means a member of the
                  Board who is considered a non-employee director within the
                  meaning of Exchange Act Rule 16b-3(b)(3) or its successor
                  provision and an outside director for purposes of Code Section
                  162(m).

                           (r) "Non-Statutory Stock Option" means an Option
                  other than an Incentive Stock Option.

                           (s) "Option" means a right to purchase Stock,
                  including both Non-Statutory Stock Options and Incentive Stock
                  Options.

                           (t) "Outside Director" means a director who is not an
                  Employee.

                           (u) "Participant" means a person or entity to whom an
                  Award is or has been made in accordance with the Plan.

                           (v) "Performance Cycle" means the period of time as
                  specified in an Agreement over which Performance Units are to
                  be earned.

                           (w) "Performance Units" means an Award made pursuant
                  to Plan Section 11.

                           (x) "Plan" means this Buffets, Inc. 2000 Omnibus
                  Stock Plan, as may be amended and in effect from time to time.

                           (y) "Restricted Stock" means Stock granted under Plan
                  Section 7 so long as such Stock remains subject to one or more
                  restrictions.

                           (z) "Section 16" or "Section 16(b)" means Section 16
                  or Section 16(b), respectively, of the Exchange Act or any
                  successor statute and the rules and regulations promulgated
                  thereunder as in effect and as amended from time to time.

                           (aa) "Share" means a share of Stock.

                           (bb) "Stock" means the common stock, par value $.01
                  per share, of the Company.



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                           (cc) "Stock Appreciation Right" means a right, the
                  value of which is determined in relation to the appreciation
                  in value of Shares pursuant to an Award granted under Plan
                  Section 10.

                           (dd) "Subsidiary" means a "subsidiary corporation,"
                  as that term is defined in Code Section 424(f), or any
                  successor provision.

                           (ee) "Successor" with respect to a Participant means
                  the legal representative of an incompetent Participant, and if
                  the Participant is deceased the estate of the Participant or
                  the person or persons who may, by bequest or inheritance, or
                  pursuant to the terms of an Award, acquire the right to
                  exercise an Option or Stock Appreciation Right or to receive
                  cash and/or Shares issuable in satisfaction of an Award in the
                  event of the Participant's death.

                           (ff) "Term" means the period during which an Option
                  or Stock Appreciation Right may be exercised or the period
                  during which the restrictions or terms and conditions placed
                  on Restricted Stock or any other Award are in effect.

                           (gg) "Transferee" means any member of the
                  Participant's immediate family (i.e., his or her children,
                  step-children, grandchildren and spouse) or one or more trusts
                  for the benefit of such family members or partnerships in
                  which such family members are the only partners.

                  2.2 Gender and Number. Except when otherwise indicated by the
         context, reference to the masculine gender shall include, when used,
         the feminine gender and any term used in the singular shall also
         include the plural.

         3. Administration and Indemnification.

                  3.1 Administration.

                           (a) The Committee shall administer the Plan. The
                  Committee shall have exclusive power to (i) make Awards, (ii)
                  determine when and to whom Awards will be granted, the form of
                  each Award, the amount of each Award (except as to the amount
                  of the Initial Outside Director Option and the Annual Outside
                  Director Option, as provided in Plan Section 9.3), and any
                  other terms or conditions of each Award consistent with the
                  Plan, and (iii) determine whether, to what extent and under
                  what circumstances, Awards may be settled, paid or exercised
                  in cash, Shares or other Awards, or other property or
                  canceled, forfeited or suspended. Each Award shall be subject
                  to an Agreement authorized by the Committee. Notwithstanding
                  the foregoing, the Board shall have the sole and exclusive
                  power to administer the Plan with respect to Awards granted to
                  Outside Directors, including any grants made under Plan
                  Section 9.3(g).

                           (b) Solely for purposes of determining and
                  administering Awards to Participants who are not Insiders, the
                  Committee may delegate all or any portion of its authority
                  under the Plan to one or more persons who are not Non-Employee
                  Directors.

                           (c) To the extent within its discretion and subject
                  to Plan Sections 15 and 16, other than price, the Committee
                  may amend the terms and conditions of any outstanding Award.

                           (d) It is the intent that the Plan and all Awards
                  granted pursuant to it shall be administered by the Committee
                  so as to permit the Plan and Awards to comply with Exchange
                  Act Rule 16b-3, except in such instances as the Committee, in
                  its discretion, may so provide. If any provision of the Plan
                  or of any Award would otherwise frustrate or conflict with the
                  intent expressed in this Section 3.1(d), that provision to the
                  extent possible shall be interpreted and deemed amended in the
                  manner determined by the Committee so as to avoid the
                  conflict. To the extent of any remaining irreconcilable
                  conflict with this intent, the provision shall be deemed void
                  as applicable to Insiders to the extent permitted by law and
                  in the manner deemed advisable by the Committee.


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                           (e) The Committee's interpretation of the Plan and of
                  any Award or Agreement made under the Plan and all related
                  decisions or resolutions of the Board or Committee shall be
                  final and binding on all parties with an interest therein.
                  Consistent with its terms, the Committee shall have the power
                  to establish, amend or waive regulations to administer the
                  Plan. In carrying out any of its responsibilities, the
                  Committee shall have discretionary authority to construe the
                  terms of the Plan and any Award or Agreement made under the
                  Plan.

                  3.2 Indemnification. Each person who is or shall have been a
         member of the Committee, or of the Board, and any other person to whom
         the Committee delegates authority under the Plan, shall be indemnified
         and held harmless by the Company, to the extent permitted by law,
         against and from any loss, cost, liability or expense that may be
         imposed upon or reasonably incurred by such person in connection with
         or resulting from any claim, action, suit or proceeding to which such
         person may be a party or in which such person may be involved by reason
         of any action taken or failure to act, made in good faith, under the
         Plan and against and from any and all amounts paid by such person in
         settlement thereof, with the Company's approval, or paid by such person
         in satisfaction of any judgment in any such action, suit or proceeding
         against such person, provided such person shall give the Company an
         opportunity, at the Company's expense, to handle and defend the same
         before such person undertakes to handle and defend it on such person's
         own behalf. The foregoing right of indemnification shall not be
         exclusive of any other rights of indemnification to which such person
         or persons may be entitled under the Company's Articles of
         Incorporation or Bylaws, as a matter of law, or otherwise, or any power
         that the Company may have to indemnify them or hold them harmless.

         4. Shares Available Under the Plan.

                           (a) The number of Shares available for distribution
                  under this Plan shall not exceed 2,000,000 (subject to
                  adjustment pursuant to Plan Section 16).

                           (b) Any Shares subject to the terms and conditions of
                  an Award under this Plan that are not used because the terms
                  and conditions of the Award are not met may again be used for
                  an Award under the Plan. But Shares with respect to which a
                  Stock Appreciation Right has been exercised whether paid in
                  cash and/or in Shares may not again be awarded under this
                  Plan.

                           (c) Any unexercised or undistributed portion of any
                  terminated, expired, exchanged, or forfeited Award, or any
                  Award settled in cash in lieu of Shares (except as provided in
                  Plan Section 4(b)) shall be available for further Awards.

                           (d) For the purposes of computing the total number of
                  Shares granted under the Plan, the following rules shall apply
                  to Awards payable in Shares where appropriate:

                                    (i) each Option shall be deemed to be the
                           equivalent of the maximum number of Shares that may
                           be issued upon exercise of the particular Option;

                                    (ii) an Award (other than an Option) payable
                           in some other security shall be deemed to be equal to
                           the number of Shares to which it relates;

                                    (iii) where the number of Shares available
                           under the Award is variable on the date it is
                           granted, the number of Shares shall be deemed to be
                           the maximum number of Shares that could be received
                           under that particular Award; and

                                    (iv) where two or more types of Awards (all
                           of which are payable in Shares) are granted to a
                           Participant in tandem with each other, such that the
                           exercise of one type of Award with respect to a
                           number of Shares cancels at least an equal number of
                           Shares of the other, each such joint Award shall be
                           deemed to be the equivalent of the maximum number of
                           Shares available under the largest single Award.



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                           Additional rules for determining the number of Shares
                  granted under the Plan may be made by the Committee, as it
                  deems necessary or desirable.

                           (e) No fractional Shares may be issued under the
                  Plan; however, cash shall be paid in lieu of any fractional
                  Share in settlement of an Award.

                           (f) The maximum number of Shares that may be awarded
                  to a Participant in any calendar year in the form of Options
                  is 100,000 and the maximum number of Shares that may be
                  awarded to a Participant in any calendar year in the form of
                  Stock Appreciation Rights is 100,000.

         5. Eligibility. Participation in the Plan shall be limited to Employees
and to individuals or entities who are not Employees but who provide services to
the Company or an Affiliate, including services provided in the capacity of a
consultant, adviser or director. The granting of Awards is solely at the
discretion of the Committee, except that Incentive Stock Options may only be
granted to Employees and Awards to Outside Directors are subject to the limits
of Section 9.3.

         6. General Terms of Awards.

                  6.1 Amount of Award. Each Agreement shall set forth the number
         of Shares of Restricted Stock, Stock or Performance Units subject to
         the Agreement, or the number of Shares to which the Option subject to
         the Agreement applies or with respect to which payment upon the
         exercise of the Stock Appreciation Right subject to the Agreement is to
         be determined, as the case may be, together with such other terms and
         conditions applicable to the Award as determined by the Committee
         acting in its sole discretion.

                  6.2 Term. Each Agreement, other than those relating solely to
         Awards of Shares without restrictions, shall set forth the Term of the
         Option, Stock Appreciation Right, Restricted Stock or other Award or
         the Performance Cycle for the Performance Units, as the case may be.
         Acceleration of the expiration of the applicable Term is permitted,
         upon such terms and conditions as shall be set forth in the Agreement,
         which may, but need not, include (without limitation) acceleration
         resulting from the occurrence of an Event or in the event of the
         Participant's death or retirement. Acceleration of the Performance
         Cycle of Performance Units shall be subject to Plan Section 11.2.

                  6.3 Transferability. Except as provided in this Section,
         during the lifetime of a Participant to whom an Award is granted, only
         that Participant (or that Participant's legal representative) may
         exercise an Option or Stock Appreciation Right, or receive payment with
         respect to Performance Units or any other Award. No Award of Restricted
         Stock (before the expiration of the restrictions), Options, Stock
         Appreciation Rights or Performance Units or other Award may be sold,
         assigned, transferred, exchanged or otherwise encumbered other than
         pursuant to a qualified domestic relations order as defined in the Code
         or Title 1 of the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA"), or the rules thereunder; any attempted transfer in
         violation of this Section 6.3 shall be of no effect. Notwithstanding
         the immediately preceding sentence, the Committee, in an Agreement or
         otherwise at its discretion, may provide (i) that the Award subject to
         the Agreement shall be transferable to a Successor in the event of a
         Participant's death, or (ii) that the Award (other than Incentive Stock
         Options) may be transferable to a Transferee. Any Award held by a
         Transferee shall continue to be subject to the same terms and
         conditions that were applicable to that Award immediately before the
         transfer thereof to the Transferee.

                  6.4 Termination of Employment. No Option or Stock Appreciation
         Right may be exercised by a Participant, all Restricted Stock held by a
         Participant or any other Award then subject to restrictions shall be
         forfeited, and no payment with respect to Performance Units for which
         the applicable Performance Cycle has not been completed shall be made,
         if the Participant's employment or other relationship with the Company
         and its Affiliates shall be voluntarily terminated or involuntarily
         terminated with or without cause before the expiration of the Term of
         the Option, Stock Appreciation Right, Restricted Stock or other Award,
         or the completion of the Performance Cycle, as the case may be, except
         as, and to the extent, provided in the Agreement applicable to that
         Award. An Award may be exercised by, or paid to, a



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         Transferee or the Successor of a Participant following the death of the
         Participant to the extent, and during the period of time, if any,
         provided in the applicable Agreement.

                  6.5 Rights as Shareholder. Each Agreement shall provide that a
         Participant shall have no rights as a shareholder with respect to any
         securities covered by an Award if and until the date the Participant
         becomes the holder of record of the Stock, if any, to which the Award
         relates.

         7. Restricted Stock Awards.

                           (a) An Award of Restricted Stock under the Plan shall
                  consist of Shares subject to restrictions on transfer and
                  conditions of forfeiture, which restrictions and conditions
                  shall be included in the applicable Agreement. The Committee
                  may provide for the lapse or waiver of any such restriction or
                  condition based on such factors or criteria as the Committee,
                  in its sole discretion, may determine.

                           (b) Except as otherwise provided in the applicable
                  Agreement, each Stock certificate issued with respect to an
                  Award of Restricted Stock shall either be deposited with the
                  Company or its designee, together with an assignment separate
                  from the certificate, in blank, signed by the Participant, or
                  bear such legends with respect to the restricted nature of the
                  Restricted Stock evidenced thereby as shall be provided for in
                  the applicable Agreement.

                           (c) The Agreement shall describe the terms and
                  conditions by which the restrictions and conditions of
                  forfeiture upon awarded Restricted Stock shall lapse. Upon the
                  lapse of the restrictions and conditions, Shares free of
                  restrictive legends, if any, relating to such restrictions
                  shall be issued to the Participant or a Successor or
                  Transferee.

                           (d) A Participant or a Transferee with a Restricted
                  Stock Award shall have all the other rights of a shareholder
                  including, but not limited to, the right to receive dividends
                  and the right to vote the Shares of Restricted Stock.

                           (e) No more than 100,000 of the total number of
                  Shares available for Awards under the Plan shall be issued
                  during the term of the Plan as Restricted Stock. This
                  limitation shall be calculated pursuant to the applicable
                  provisions of Plan Sections 4 and 16.

         8. Other Awards. The Committee may from time to time grant Stock and
other Awards under the Plan including without limitations those Awards pursuant
to which Shares are or may in the future be acquired, Awards denominated in
Stock units, securities convertible into Stock and phantom securities. The
Committee, in its sole discretion, shall determine the terms and conditions of
such Awards provided that such Awards shall not be inconsistent with the terms
and purposes of this Plan. The Committee may, at its sole discretion, direct the
Company to issue Shares subject to restrictive legends and/or stop transfer
instructions that are consistent with the terms and conditions of the Award to
which the Shares relate. No more than 25,000 of the total number of Shares
available for Awards under the Plan shall be issued during the term of the Plan
in the form of Stock without restrictions.

         9. Stock Options.

                  9.1 Terms of All Options.

                           (a) An Option shall be granted pursuant to an
                  Agreement as either an Incentive Stock Option or a
                  Non-Statutory Stock Option. The purchase price of each Share
                  subject to an Option shall be determined by the Committee and
                  set forth in the Agreement, but shall not be less than 100% of
                  the Fair Market Value of a Share as of the date the Option is
                  granted (except as provided in Plan Section 19).

                           (b) The purchase price of the Shares with respect to
                  which an Option is exercised shall be payable in full at the
                  time of exercise, provided that to the extent permitted by
                  law, the


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                  Agreement may permit some or all Participants to
                  simultaneously exercise Options and sell the Shares thereby
                  acquired pursuant to a brokerage or similar relationship and
                  use the proceeds from the sale as payment of the purchase
                  price of the Shares. The purchase price may be payable in
                  cash, by delivery or tender of Shares that have been owned by
                  the Participant for at least the preceding 180 days and having
                  a Fair Market Value as of the date the Option is exercised
                  equal to the purchase price of the Shares being purchased
                  pursuant to the Option, or a combination thereof, as
                  determined by the Committee, but no fractional Shares will be
                  issued or accepted.

                           (c) The Committee may provide, in an Agreement or
                  otherwise, that a Participant who exercises an Option and pays
                  the Option price in whole or in part with Shares then owned by
                  the Participant will be entitled to receive another Option
                  covering the same number of shares tendered and with a price
                  of no less than Fair Market Value on the date of grant of such
                  additional Option ("Reload Option"). Unless otherwise provided
                  in the Agreement, a Participant, in order to be entitled to a
                  Reload Option, must pay with Shares that have been owned by
                  the Participant for at least the preceding 180 days.

                           (d) Each Option shall be exercisable in whole or in
                  part on the terms provided in the Agreement. In no event shall
                  any Option be exercisable at any time after the expiration of
                  its Term. When an Option is no longer exercisable, it shall be
                  deemed to have lapsed or terminated.

                  9.2 Incentive Stock Options. In addition to the other terms
         and conditions applicable to all Options:

                           (i) the aggregate Fair Market Value (determined as of
                  the date the Option is granted) of the Shares with respect to
                  which Incentive Stock Options held by an individual first
                  become exercisable in any calendar year (under this Plan and
                  all other incentive stock option plans of the Company and its
                  Affiliates) shall not exceed $100,000 (or such other limit as
                  may be required by the Code) if this limitation is necessary
                  to qualify the Option as an Incentive Stock Option and to the
                  extent an Option or Options granted to a Participant exceed
                  this limit the Option or Options shall be treated as a
                  Non-Statutory Stock Option;

                           (ii) an Incentive Stock Option shall not be
                  exercisable more than 10 years after the date of grant (or
                  such other limit as may be required by the Code) if this
                  limitation is necessary to qualify the Option as an Incentive
                  Stock Option;

                           (iii) the Agreement covering an Incentive Stock
                  Option shall contain such other terms and provisions that the
                  Committee determines necessary to qualify this Option as an
                  Incentive Stock Option; and

                           (iv) notwithstanding any other provision of this Plan
                  to the contrary, no Participant may receive an Incentive Stock
                  Option under the Plan if, at the time the Award is granted,
                  the Participant owns (after application of the rules contained
                  in Code Section 424(d), or its successor provision), Shares
                  possessing more than 10% of the total combined voting power of
                  all classes of stock of the Company or its Subsidiaries,
                  unless (i) the option price for that Incentive Stock Option is
                  at least 110% of the Fair Market Value of the Shares subject
                  to that Incentive Stock Option on the date of grant and (ii)
                  that Option is not exercisable after the date five years from
                  the date that Incentive Stock Option is granted.

                  9.3 Terms and Conditions of Outside Directors' Options.

                           (a) Initial Outside Directors' Options. Subject to
                  the terms and conditions of this Plan, any Outside Director
                  first elected or appointed to the Board on or after May 9,
                  2000 shall receive, by virtue of serving as a director of the
                  Company, a single grant of a Non-Statutory Stock Option to
                  purchase 10,000 Shares (an "Initial Outside Director Option");
                  provided, however, that, in lieu of the grant of an Initial
                  Outside Director Option to an Outside Director under this
                  Plan, the



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<PAGE>   10




                  Board may grant such Outside Director a similar award under
                  the Company's Non-Employee Director Stock Option Plan.

                           (b) Vesting of Initial Outside Directors' Options.
                  Subject to the provisions of Plan Section 9.3(e), Initial
                  Outside Directors' Options granted pursuant to this Plan shall
                  vest and become exercisable immediately on the date of grant.
                  Each Initial Outside Directors' Option shall be exercisable in
                  whole or in part.

                           (c) Annual Outside Director Option Grants. For the
                  Annual Meeting of Shareholders to be held on May 9, 2000 and
                  for each Annual Meeting of Shareholders thereafter during the
                  term of this Plan, each Outside Director serving as an Outside
                  Director of the Company immediately following the Annual
                  Meeting shall be granted, by virtue of serving as an Outside
                  Director of the Company, a Non-Statutory Stock Option to
                  purchase 5,000 Shares (an "Annual Outside Director Option");
                  provided, however, that, in lieu of the grant of an Annual
                  Outside Director Option to an Outside Director under this
                  Plan, the Board may grant such Outside Director a similar
                  award under the Company's Non-Employee Director Stock Option
                  Plan. Each Annual Outside Director Option shall be deemed to
                  be granted to each Outside Director immediately after an
                  Annual Meeting and shall be granted regardless of whether or
                  not an Outside Director previously received, or simultaneously
                  receives, an Initial Outside Director Option. Initial Outside
                  Director Options and Annual Outside Director Options together
                  are sometimes referred to as "Outside Director Options."

                           (d) Vesting of Annual Director Options. Subject to
                   the provisions of Plan Section 9.3(e), Annual Outside
                   Director Options shall vest and become exercisable as
                   provided in the Agreement. Each Option, to the extent
                   exercisable, shall be exercisable in whole or in part.
                   Notwithstanding anything to the contrary in this Plan, all
                   Annual Outside Director Options shall vest and become
                   exercisable in full upon the occurrence of an Event or a
                   proposed Fundamental Change.

                           (e) Termination of Initial and Annual Outside
                   Directors' Options. Each Outside Director Option granted
                   pursuant to this Plan and all rights to purchase Shares
                   thereunder shall terminate on the earliest of:

                           (i)      ten years after the date that the Outside
                                    Director Option was granted;

                           (ii)     the expiration of the period specified in
                                    the Agreement after the death or permanent
                                    disability of an Outside Director;

                           (iii)    February 14, 2001, if the shareholders of
                                    the Company shall not have approved this
                                    Plan as of or before that date at a duly
                                    held shareholders' meeting; or

                           (iv)     ninety days after the date the Outside
                                    Director ceases to be a director of the
                                    Company, provided, however, that the option
                                    shall be exercisable during this 90-day
                                    period only to the extent the option was
                                    exercisable as of the date the person ceases
                                    to be an Outside Director unless the
                                    cessation results from the director's death
                                    or permanent disability. Notwithstanding the
                                    preceding sentence, if an Outside Director
                                    who resigns or whose term expires then
                                    becomes a consultant or Employee of the
                                    Company within ninety days of such
                                    resignation or term expiration, the Outside
                                    Director Options of such person shall
                                    continue in full force and effect.

                           (f) Allocation of Common Shares. If as of a date on
                   which an Option or Options are to be awarded pursuant to the
                   provisions of this Section 9.3, the number of Shares
                   available for issuance under the Plan is less than the number
                   of Shares that otherwise would be subject to such Options,
                   then the following formula shall determine how the remaining
                   number of Shares are to be allocated:


                                       10

<PAGE>   11


                           (i)      if only one Outside Director is to receive
                                    an Option on the date, then that Outside
                                    Director shall receive an Option to purchase
                                    Shares equal to the number of Shares
                                    remaining;


                           (ii)     if two or more Outside Directors are to
                                    receive Options on the date:


                                    (1)     all Initial Outside Director Options
                                            shall first be awarded; if, however,
                                            the number of Shares available is
                                            less than the number of options to
                                            purchase Shares that would otherwise
                                            be awarded as Initial Outside
                                            Director Options then each Outside
                                            Director eligible to receive an
                                            Initial Outside Director Option
                                            shall receive the number of Options
                                            that results from the following
                                            equation: the whole number of Shares
                                            available divided by the number of
                                            Outside Directors eligible to
                                            receive such an Option, provided,
                                            however, that no fractional shares
                                            shall be awarded; and if such
                                            allocation occurs, any remaining
                                            Shares shall not be awarded and
                                            shall be deemed not subject to
                                            distribution for purposes of Plan
                                            Section 4; and


                                    (2)     if on that date all Initial Outside
                                            Director Options to be awarded are
                                            awarded in the full amount or if no
                                            Initial Outside Director Options are
                                            to be awarded, then each Outside
                                            Director eligible for an Annual
                                            Outside Director Option shall
                                            receive an Annual Outside Director
                                            Option to purchase Shares in the
                                            amount that results from the
                                            following equation: the whole number
                                            of Shares available divided by the
                                            number of Outside Directors eligible
                                            for an Annual Outside Director
                                            Option, provided, however, that no
                                            fractional shares shall be awarded;
                                            and any remaining Shares shall not
                                            be awarded and shall be deemed not
                                            subject to distribution for purposes
                                            of Plan Section 4.

                           (g) Non-exclusivity of Section 9.3. The provisions of
                   this Section 9.3 are not intended to be exclusive; the
                   Committee, in its discretion, may grant Options or other
                   Awards to an Outside Director.

         10. Stock Appreciation Rights. An Award of a Stock Appreciation Right
shall entitle the Participant (or a Successor or Transferee), subject to terms
and conditions determined by the Committee, to receive upon exercise of the
Stock Appreciation Right all or a portion of the excess of (i) the Fair Market
Value of a specified number of Shares as of the date of exercise of the Stock
Appreciation Right over (ii) a specified price that shall not be less than 100%
of the Fair Market Value of such Shares as of the date of grant of the Stock
Appreciation Right. A Stock Appreciation Right may be granted in connection with
part or all of, in addition to, or completely independent of an Option or any
other Award under this Plan. If issued in connection with a previously or
contemporaneously granted Option, the Committee may impose a condition that
exercise of a Stock Appreciation Right cancels a pro rata portion of the Option
with which it is connected and vice versa. Each Stock Appreciation Right may be
exercisable in whole or in part on the terms provided in the Agreement. No Stock
Appreciation Right shall be exercisable at any time after the expiration of its
Term. When a Stock Appreciation Right is no longer exercisable, it shall be
deemed to have lapsed or terminated. Upon exercise of a Stock Appreciation
Right, payment to the Participant or a Successor or Transferee shall be made at
such time or times as shall be provided in the Agreement in the form of cash,
Shares or a combination of cash and Shares as determined by the Committee. The
Agreement may provide for a limitation upon the amount or percentage of the
total appreciation on which payment (whether in cash and/or Shares) may be made
in the event of the exercise of a Stock Appreciation Right.

         11. Performance Units.

                  11.1 Initial Award.

                           (a) An Award of Performance Units under the Plan
                  shall entitle the Participant or a Successor or Transferee to
                  future payments of cash, Shares or a combination of cash and
                  Shares,



                                       11

<PAGE>   12



                  as determined by the Committee, based upon the achievement of
                  pre-established performance targets. These performance targets
                  may, but need not, include (without limitation) targets
                  relating to one or more of the Company's or a group's, unit's,
                  Affiliate's or an individual's performance. The Agreement may
                  establish that a portion of a Participant's Award will be paid
                  for performance that exceeds the minimum target but falls
                  below the maximum target applicable to the Award. The
                  Agreement shall also provide for the timing of the payment.

                           (b) Following the conclusion or acceleration of each
                  Performance Cycle, the Committee shall determine the extent to
                  which (i) performance targets have been attained, (ii) any
                  other terms and conditions with respect to an Award relating
                  to the Performance Cycle have been satisfied and (iii) payment
                  is due with respect to an Award of Performance Units.

                  11.2 Acceleration and Adjustment. The Agreement may permit an
         acceleration of the Performance Cycle and an adjustment of performance
         targets and payments with respect to some or all of the Performance
         Units awarded to a Participant, upon the occurrence of certain events,
         which may, but need not include without limitation an Event, a
         Fundamental Change, a recapitalization, a change in the accounting
         practices of the Company, a change in the Participant's title or
         employment responsibilities, the Participant's death or retirement or,
         with respect to payments in Shares with respect to Performance Units, a
         reclassification, stock dividend, stock split or stock combination as
         provided in Plan Section 16. The Agreement also may provide for a
         limitation on the value of an Award of Performance Units that a
         Participant may receive.

         12. Effective Date and Duration of the Plan.

                  12.1 Effective Date. The Plan shall become effective as of
         February 15, 2000, provided that the Plan is approved by the requisite
         vote of shareholders at the meeting of shareholders to be held May 9,
         2000 or at any adjournment thereof.

                  12.2 Duration of the Plan. The Plan shall remain in effect
         until all Stock subject to it shall be distributed, all Awards have
         expired or lapsed, the Plan is terminated pursuant to Plan Section 15,
         or February 15, 2010 (the "Termination Date"); provided, however,
         Awards made before the Termination Date may be exercised, vested or
         otherwise effectuated beyond the Termination Date unless limited in the
         Agreement or otherwise. No Award of an Incentive Stock Option shall be
         made more than 10 years after the Effective Date (or such other limit
         as may be required by the Code) if this limitation is necessary to
         qualify the Option as an Incentive Stock Option. The date and time of
         approval by the Committee of the granting of an Award shall be
         considered the date and time at which the Award is made or granted.

         13. Plan Does Not Affect Employment Status.

                           (a) Status as an eligible Employee shall not be
                  construed as a commitment that any Award will be made under
                  the Plan to that eligible Employee or to eligible Employees
                  generally.

                           (b) Nothing in the Plan or in any Agreement or
                  related documents shall confer upon any Employee or
                  Participant any right to continue in the employment of the
                  Company or any Affiliate or constitute any contract of
                  employment or affect any right that the Company or any
                  Affiliate may have to change such person's compensation, other
                  benefits, job responsibilities, or title, or to terminate the
                  employment of such person with or without cause.

         14. Tax Withholding. The Company shall have the right to withhold from
any cash payment under the Plan to a Participant or other person (including a
Successor or a Transferee) an amount sufficient to cover any required
withholding taxes. The Company shall have the right to require a Participant or
other person receiving Shares under the Plan to pay the Company a cash amount
sufficient to cover any required withholding taxes before actual receipt of
those Shares. In lieu of all or any part of a cash payment from a person
receiving Shares under the Plan, the Committee may permit the individual to
cover all or any part of the required withholdings, and to cover any additional
withholdings up to the amount needed to cover the individual's full FICA and
federal, state and local income taxes with respect to income arising from
payment of the Award, through a reduction of the number of



                                       12

<PAGE>   13


Shares delivered or delivery or tender return to the Company of Shares held by
the Participant or other person, in each case valued in the same manner as used
in computing the withholding taxes under the applicable laws.

         15. Amendment, Modification and Termination of the Plan.

                  (a) The Board may at any time and from time to time terminate,
         suspend or modify the Plan. Except as limited in (b) below, the
         Committee may at any time alter or amend any or all Agreements under
         the Plan to the extent permitted by law.

                  (b) No termination, suspension, or modification of the Plan
         will materially and adversely affect any right acquired by any
         Participant or Successor or Transferee under an Award granted before
         the date of termination, suspension, or modification, unless otherwise
         agreed to by the Participant in the Agreement or otherwise, or required
         as a matter of law; but it will be conclusively presumed that any
         adjustment for changes in capitalization provided for in Plan Sections
         11.2 or 16 does not adversely affect these rights.

         16. Adjustment for Changes in Capitalization. Subject to any required
action by the Company's shareholders, appropriate adjustments, so as to prevent
enlargement of rights or inappropriate dilution -- (i) in the aggregate number
and type of Shares available for Awards under the Plan, (ii) in the limitations
on the number of Shares that may be issued to an individual Participant as an
Option or a Stock Appreciation Right in any calendar year or that may be issued
in the form of Restricted Stock or Shares without restrictions, (iii) in the
number and type of Shares and amount of cash subject to Awards then outstanding,
(iv) in the Option price as to any outstanding Options and, (v) subject to Plan
Section 11.2, in outstanding Performance Units and payments with respect to
outstanding Performance Units -- may be made by the Committee in its sole
discretion to give effect to adjustments made in the number or type of Shares
through a Fundamental Change (subject to Plan Section 17), recapitalization,
reclassification, stock dividend, stock split, stock combination or other
relevant change, provided that fractional Shares shall be rounded to the nearest
whole Share.

         17. Fundamental Change. In the event of a proposed Fundamental Change,
the Committee may, but shall not be obligated to:

                  (a) if the Fundamental Change is a merger or consolidation or
         statutory share exchange, make appropriate provision for the protection
         of the outstanding Options and Stock Appreciation Rights by the
         substitution of options, stock appreciation rights and appropriate
         voting common stock of the corporation surviving any merger or
         consolidation or, if appropriate, the parent corporation of the Company
         or such surviving corporation; or

                  (b) at least 30 days before the occurrence of the Fundamental
         Change, declare, and provide written notice to each holder of an Option
         or Stock Appreciation Right of the declaration, that each outstanding
         Option and Stock Appreciation Right, whether or not then exercisable,
         shall be canceled at the time of, or immediately before the occurrence
         of the Fundamental Change in exchange for payment to each holder of an
         Option or Stock Appreciation Right, within ten days after the
         Fundamental Change, of cash equal to (i) for each Share covered by the
         canceled Option, the amount, if any, by which the Fair Market Value (as
         defined in this Section) per Share exceeds the exercise price per Share
         covered by such Option or (ii) for each Stock Appreciation Right, the
         price determined pursuant to Section 10, except that Fair Market Value
         of the Shares as of the date of exercise of the Stock Appreciation
         Right, as used in clause (i) of Plan Section 10, shall be deemed to
         mean Fair Market Value for each Share with respect to which the Stock
         Appreciation Right is calculated determined in the manner hereinafter
         referred to in this Section. At the time of the declaration provided
         for in the immediately preceding sentence, each Stock Appreciation
         Right and each Option shall immediately become exercisable in full and
         each person holding an Option or a Stock Appreciation Right shall have
         the right, during the period preceding the time of cancellation of the
         Option or Stock Appreciation Right, to exercise the Option or the Stock
         Appreciation Right in whole or in part, as the case may be. In the
         event of a declaration pursuant to this Plan Section 17(b), each
         outstanding Option and Stock Appreciation Right granted pursuant to the
         Plan that shall not have been exercised before the Fundamental Change
         shall be canceled at the time of, or immediately before, the
         Fundamental Change, as provided in the declaration. Notwithstanding the
         foregoing, no person holding an Option or a Stock



                                       13

<PAGE>   14



         Appreciation Right shall be entitled to the payment provided for in
         this Section 17(b) if such Option or Stock Appreciation Right shall
         have expired pursuant to the Agreement. For purposes of this Section
         only, "Fair Market Value" per Share shall mean the cash plus the fair
         market value, as determined in good faith by the Committee, of the
         non-cash consideration to be received per Share by the shareholders of
         the Company upon the occurrence of the Fundamental Change.

         18. Forfeitures. An Agreement may provide that if a Participant has
received or been entitled to payment of cash, delivery of Shares, or a
combination thereof pursuant to an Award within six months before the
Participant's termination of employment with the Company and its Affiliates, the
Committee, in its sole discretion, may require the Participant to return or
forfeit the cash and/or Shares received with respect to the Award (or its
economic value as of (i) the date of the exercise of Options or Stock
Appreciation Rights, (ii) the date of, and immediately following, the lapse of
restrictions on Restricted Stock or the receipt of Shares without restrictions,
or (iii) the date on which the right of the Participant to payment with respect
to Performance Units vests, as the case may be) in the event of certain
occurrences specified in the Agreement. The Committee's right to require
forfeiture must be exercised within 90 days after discovery of such an
occurrence but in no event later than 15 months after the Participant's
termination of employment with the Company and its Affiliates. The occurrences
may, but need not, include competition with the Company or any Affiliate,
unauthorized disclosure of material proprietary information of the Company or
any Affiliate, a violation of applicable business ethics policies of the Company
or Affiliate or any other occurrence specified in the Agreement within the
period or periods of time specified in the Agreement.

         19. Corporate Mergers, Acquisitions, Etc. The Committee may also grant
Options, Stock Appreciation Rights, Restricted Stock or other Awards under the
Plan having terms, conditions and provisions that vary from those specified in
this Plan provided that any such awards are granted in substitution for, or in
connection with the assumption of, existing options, stock appreciation rights,
restricted stock or other award granted, awarded or issued by another
corporation and assumed or otherwise agreed to be provided for by the Company
pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation to which the Company or a subsidiary is a party.

         20. Unfunded Plan. The Plan shall be unfunded and the Company shall not
be required to segregate any assets that may at any time be represented by
Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor
the Board of Directors shall be deemed to be a trustee of any amounts to be paid
under the Plan nor shall anything contained in the Plan or any action taken
pursuant to its provisions create or be construed to create a fiduciary
relationship between the Company and/or its Affiliates, and a Participant or
Successor or Transferee. To the extent any person acquires a right to receive an
Award under the Plan, this right shall be no greater than the right of an
unsecured general creditor of the Company.

         21. Limits of Liability.

                  (a) Any liability of the Company to any Participant with
         respect to an Award shall be based solely upon contractual obligations
         created by the Plan and the Award Agreement.

                  (b) Except as may be required by law, neither the Company nor
         any member of the Board of Directors or of the Committee, nor any other
         person participating in any determination of any question under the
         Plan, or in the interpretation, administration or application of the
         Plan, shall have any liability to any party for any action taken, or
         not taken, in good faith under the Plan.

         22. Compliance with Applicable Legal Requirements. No certificate for
Shares distributable pursuant to this Plan shall be issued and delivered unless
the issuance of the certificate complies with all applicable legal requirements
including, without limitation, compliance with the provisions of applicable
state securities laws, the Securities Act of 1933, as amended and in effect from
time to time or any successor statute, the Exchange Act and the requirements of
the exchanges on which the Company's Shares may, at the time, be listed.

         23. Deferrals and Settlements. The Committee may require or permit
Participants to elect to defer the issuance of Shares or the settlement of
Awards in cash under such rules and procedures as it may establish under the




                                       14

<PAGE>   15


Plan. It may also provide that deferred settlements include the payment or
crediting of interest on the deferral amounts.

         24. Other Benefit and Compensation Programs. Payments and other
benefits received by a Participant under an Award made pursuant to the Plan
shall not be deemed a part of a Participant's regular, recurring compensation
for purposes of the termination, indemnity or severance pay laws of any country
and shall not be included in, nor have any effect on, the determination of
benefits under any other employee benefit plan, contract or similar arrangement
provided by the Company or an Affiliate unless expressly so provided by such
other plan, contract or arrangement, or unless the Committee expressly
determines that an Award or portion of an Award should be included to accurately
reflect competitive compensation practices or to recognize that an Award has
been made in lieu of a portion of competitive cash compensation.

         25. Beneficiary Upon Participant's Death. To the extent that the
transfer of a Participant's Award at his or her death is permitted under an
Agreement, a Participant's Award shall be transferable at death to the estate or
to the person who acquires the right to succeed to the Award by bequest or
inheritance.

         26. Change-in-Control Payments.

                  (a) Notwithstanding the provisions of Plan Section 17 above,
         if any Award, either alone or together with other payments in the
         nature of compensation to a Participant that are contingent on a change
         in the ownership or effective control of the Company or in the
         ownership of a substantial portion of the assets of the Company or
         otherwise, would result in any portion thereof being subject to an
         excise tax imposed under Code Section 4999, or any successor provision,
         or would not be deductible in whole or in part by the Company, an
         affiliate of the Company (as defined in Code Section 1504, or any
         successor provision), or other person making such payments as a result
         of Code Section 280G, or any successor provision, such Award and/or
         such other benefits and payments shall be reduced (but not below zero)
         to the largest aggregate amount as will result in no portion thereof
         being subject to such an excise tax or being not so deductible.

                  (b) For purposes of Plan Section 26(a), (i) no portion of
         payments the receipt or enjoyment of which a Participant shall have
         effectively waived in writing before the date of distribution of an
         Award shall be taken into account; (ii) no portion of such Award,
         benefits and other payments shall be taken into account that in the
         opinion of tax counsel selected by the Company's independent auditors
         and acceptable to the Participant does not constitute a "parachute
         payment" within the meaning of Code Section 280G(b)(2), or any
         successor provision; and (iii) the value of any non-cash benefit or any
         deferred payment or benefit included in such payment shall be
         determined by the Company's independent auditors in accordance with the
         principles of Code Sections 280G(d)(3) and (4) or any successor
         provisions;

                  (c) Any Award not paid as a result of this Plan Section 26 or
         reduced to zero as a result of the limitations imposed hereby, shall
         remain outstanding in full force and effect in accordance with the
         other terms and provisions of this Plan.

         27. Requirements of Law.

                  (a) To the extent that federal laws do not otherwise control,
         the Plan and all determinations made and actions taken pursuant to the
         Plan shall be governed by the laws of the State of Minnesota without
         regard to its conflicts-of-law principles and shall be construed
         accordingly.

                  (b) If any provision of the Plan shall be held illegal or
         invalid for any reason, the illegality or invalidity shall not effect
         the remaining parts of the Plan, and the Plan shall be construed and
         enforced as if the illegal or invalid provision had not been included.

         28. Repricing; Shareholder Approval. Except as provided in Plan Section
16, neither the Board nor any committee thereof shall cause the Company to
adjust or amend the exercise price of any outstanding Award, whether through
amendment, relacement grant, or other means, without the prior approval of the
shareholders of the Company.


                                       15