PHILLIPS-VAN HEUSEN CORPORATION



 

EXHIBIT 10.3

PHILLIPS-VAN HEUSEN CORPORATION

2000 STOCK OPTION PLAN

(As Amended Through April 9, 2004)

1.Purpose.  The purposes of the 2000 Stock Option Plan (the
"Plan") are to induce certain individuals to remain in the employ, or
to continue to serve as directors of, or consultants or advisors to, Phillips-
Van Heusen Corporation (the "Company") and its present and future
subsidiary corporations (each a "Subsidiary"), as defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code"), to
attract new individuals to enter into such employment or service and to
encourage such individuals to secure or increase on reasonable terms
their stock ownership in the Company.  The Board of Directors of the Company
(the "Board") believes that the granting of stock options (the
"Options") under the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by
those who are or may become primarily responsible for shaping and carrying out
the long range plans of the Company and securing its continued
growth and financial success.  Options granted hereunder are intended to be
either (i) "incentive stock options" (which term, when used herein,
shall have the meaning ascribed thereto by the provisions of Section 422(b) of
the Code) or (ii) options which are not incentive stock options
("non-qualified stock options") or (iii) a combination thereof, as determined by
the Committee (the "Committee") referred to in Section 5 at
the time of the grant thereof.

2.Effective Date of the Plan.  The Plan became effective on April
27, 2000.

3.Stock Subject to Plan.  3,000,000 of the authorized but unissued
shares of the common stock, $1.00 par value, of the Company
(the "Common Stock") are hereby reserved for issue upon the exercise of Options
granted under the Plan; provided, however, that
the number of shares so reserved may from time to time be reduced to the extent
that a corresponding number of issued and outstanding shares of
the Common Stock are purchased by the Company and set aside for issue upon the
exercise of Options.  If any Options expire or terminate for any
reason without having been exercised in full, the unpurchased shares subject
thereto shall again be available for the purposes of the Plan.

4.Administration.

(a)Except as otherwise provided in Section 4(b), the Plan shall be
administered by the Committee.  Subject to the express provisions of
the Plan, the Committee shall have complete authority, in its discretion, to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the
respective option agreements or certificates (which need not be
identical), to determine the individuals (each a "Participant") to whom and the
times and the prices at which Options shall be granted, the
periods during which each Option shall be exercisable, the number of shares of
the Common Stock to be subject to each Option and whether such
Option shall be an incentive stock option or a non-qualified stock option and to
make all other determinations necessary or advisable for the
administration of the Plan.  In making such determinations, the Committee may


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take into account the nature of the services rendered by the respective
individuals, their present and potential contributions to the
success of the Company and the Subsidiaries and such other factors as the
Committee in its discretion shall deem relevant.  The Committee's
determination on the matters referred to in this Section 4 shall be conclusive.
Any dispute or disagreement which may arise under or as a
result of or with respect to any Option shall be determined by the Committee, in
its sole discretion, and any interpretations by the Committee
of the terms of any Option shall be final, binding and conclusive.

(b)The Chairman of the Board or, if the Chairman is not an executive
officer of the Company, the Chief Executive Officer of the Company
or other executive officer of the Company designated by the Committee who is
also a director (the Chairman, Chief Executive Officer or other
designated executive officer being referred to as the "Designated Director") may
administer the Plan with respect to employees of the Company
or a Subsidiary (i) who are not officers of the Company subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and (ii) whose compensation is not subject to
the provisions of Section 162(m) of the Code.  The authority of
the Designated Director and Options granted by the Designated Director shall be
subject to such terms, conditions, restrictions and limitations
as may be imposed by the Board, including, but not limited to, a limit on the
aggregate number of shares of Common Stock subject to Options
that may be granted in any one calendar year by the Designated Director to all
such employees of the Company and its Subsidiaries and a maximum
number of shares that may be subject to Options granted under the Plan in any
one calendar year to any single employee by the Designated
Director.  Unless and until the Board shall take further action, the maximum
number of shares of Common Stock that may be subject to Options
granted under the Plan, the Company's 1997 Stock Option Plan and any other stock
option plan then in effect in any one calendar year by the
Designated Director shall be 100,000 in the aggregate and the maximum number of
shares of Common Stock that may be subject to Options granted
under the Plan, the Company's 1997 Stock Option Plan and any other stock option
plan then in effect in any one calendar year by the Designated
Director to any single employee shall be 5,000 in the aggregate.  Any actions
duly taken by the Designated Director with respect to the grant
of Options to such employees shall be deemed to have been taken by the Committee
for purposes of the Plan.

5.Committee.  The Committee shall consist of two or more members
of the Board.  It is intended that all of the members of the
Committee shall be "non-employee directors" within the meaning of Rule 16b-
3(b)(3) promulgated under the Exchange Act, and "outside directors"
within the contemplation of Section 162(m)(4)(C)(i) of the Code.  The Committee
shall be appointed annually by the Board, which may at any time
and from time to time remove any members of the Committee, with or without
cause, appoint additional members to the Committee and fill
vacancies, however caused, in the Committee.  A majority of the members of the
Committee shall constitute a quorum.  All determinations of the
Committee shall be made by a majority of its members present at a meeting duly
called and held, except that the Committee may delegate to any
one of its members the authority of the Committee with respect to the grant of
Options to any person who shall not be an officer and/or
director of the Company and who is not, and in the judgment of the Committee may
not be reasonably expected to become, a "covered employee"
within the meaning of Section 162(m)(3) of the Code.  Any decision or
determination of the Committee reduced to writing and signed by all of
the members of the 

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Committee (or by the member(s) of the Committee to whom authority has been
delegated) shall be fully as effective as if it had been made at
a meeting duly called and held.

6.Eligibility.  An Option may be granted only to a key employee of
the Company or a Subsidiary or to a director of the Company or
a Subsidiary who is not an employee of the Company or a Subsidiary or to an
independent consultant or advisor who renders services to the
Company or a Subsidiary.

7.Option Prices.

(a)The initial per share option price of any Option shall be the price
determined by the Committee, but not less than the fair market
value of a share of the Common Stock on the date of grant; provided,
however, that, in the case of a Participant who owns more
than 10% of the total combined voting power of the Common Stock at the time an
Option which is an incentive stock option is granted to him or
her, the initial per share option price shall not be less than 110% of the fair
market value of a share of the Common Stock on the date of
grant.

(b)For all purposes of the Plan, the fair market value of a share of the
Common Stock on any date shall be equal to (i) the closing sale
price of the Common Stock on the New York Stock Exchange on the business
day preceding such date or (ii) if there is no sale of the Common
Stock on such Exchange on such business day, the average of the bid and asked
prices on such Exchange at the close of the market on such
business day.

8.Option Term.  Participants shall be granted Options for such
term as the Committee shall determine, not in excess of 10 years
from the date of the granting thereof; provided, however, that, in
the case of a Participant who owns more than 10% of the total
combined voting power of the Common Stock at the time an Option which is an
incentive stock option is granted to him or her, the term with
respect to such Option shall not be in excess of five years from the date of the
granting thereof.
9.Limitations on Amount of Options Granted.



(a)The aggregate fair market value of the shares of the Common Stock for
which any Participant may be granted incentive stock options
which are exercisable for the first time in any calendar year (whether under the
terms of the Plan or any other stock option plan of the
Company) shall not exceed $100,000.

(b)No Participant shall, during any fiscal year of the Company, be
granted Options under the Plan to purchase more than 500,000 shares
of the Common Stock.
10.Exercise of Options.



(a)Except as otherwise determined by the Committee at the time of grant,
a Participant may not exercise an Option during the period
commencing on the date of the grant of such Option to him or her and ending on
the day immediately preceding the first anniversary of such
date.  Except as otherwise determined by the Committee at the time of grant, a
Participant may (i) during the period commencing on the first
anniversary of the date of the grant of an Option to him or her and ending on
the day immediately preceding the second anniversary of 

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such date, exercise such Option with respect to one-quarter of the shares
granted thereby, (ii) during the period commencing on the
second anniversary of the date of such grant and ending on the day immediately
preceding the third anniversary of the date of such grant,
exercise such Option with respect to one-half of the shares granted thereby,
(iii) during the period commencing on the third anniversary of the
date of such grant and ending on the day immediately preceding the fourth
anniversary of such date, exercise such Option with respect to three-
quarters of the shares granted thereby and (iv) during the period commencing on
the fourth anniversary of the date of such grant and ending at
the time the Option expires pursuant to the terms hereof, exercise such Option
with respect to all of the shares granted thereby.

(b)Except as hereinbefore otherwise set forth, an Option may be exercised
either in whole at any time or in part from time to time.

(c)An Option may be exercised only by a written notice of intent to
exercise such Option with respect to a specific number of shares of
the Common Stock and payment to the Company of the amount of the option price
for the number of shares of the Common Stock so specified;
provided, however, that, if the Committee shall in its sole
discretion so determine at the time of the grant of any Option, all
or any portion of such payment may be made in kind by the delivery of shares of
the Common Stock having a fair market value equal to the
portion of the option price so paid; provided further,
however, that no portion of such payment may be made by delivering
shares of the Common Stock acquired upon the exercise of an Option if such
shares shall not have been held by the Participant for at least six
months; and provided further, however, that, subject to the
requirements of Regulation T (as in effect from time to time)
promulgated under the Exchange Act, the Committee may implement procedures to
allow a broker chosen by a Participant to make payment of all or
any portion of the option price payable upon the exercise of an Option and
receive, on behalf of such Participant, all or any portion of the
shares of the Common Stock issuable upon such exercise.

(d)The Committee may, in its discretion, permit any Option to be
exercised, in whole or in part, prior to the time when it would
otherwise be exercisable.

(e)(1)Notwithstanding the provisions of Section 10(a) or the last
sentence of Section 13, in the event that a Change in Control
shall occur, then, each Option theretofore granted to any Participant which
shall not have theretofore expired or otherwise been cancelled or
become unexercisable shall become immediately exercisable in full.  For the
purposes of this Section 10(e), a "Change in Control" shall be
deemed to occur upon the first to occur of the following events:
(i)Any "person" (as such term is used in Sections 3(a)(9) and
13(d) of the Securities Exchange Act), other than a
"person" who on April 9, 2004 was the owner of at least 8% of the
Voting Power (as defined below) of the securities of the Company
having Voting Power, becomes a "beneficial owner," as such term is
used in Rule 13d-3 promulgated under the Exchange Act, of
securities with at least (A) one-quarter but less than one-half of the Voting
Power of securities having Voting Power, unless such acquisition
has been approved in advance by at least three-quarters of the Incumbent Board
(as defined in clause (ii) below taking into account the
provisos) or (B) one-half of the Voting Power of the securities of the Company
having Voting Power;



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(ii)Individuals who, as of April 9, 2004, 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 subsequent to April 9, 2004 whose
election, or nomination for election by the Company's stockholders, was approved
by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were 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 with respect to
the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person (as defined
below) other than the Board;


(iii)Consummation of a reorganization, merger, consolidation or a sale or
other disposition of all or substantially all of the assets of
the Company (each, a "Business Combination"), in each case unless,
following such Business Combination, (A) all or substantially all
of the Persons that were the beneficial owners of the outstanding shares of
common stock of the Company (the "Outstanding Company Common
Stock") and the Voting Power of the securities of the Company having Voting
Power, immediately prior to such  Business Combination,
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and more than 50% of 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 Business Combination (including, without limitation, a
corporation that, as a result of such transaction, owns the Company
or all or substantially all of the Company's assets either directly or through
one or more subsidiaries) in substantially the same proportions
as their ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and the Voting Power of the
securities of the Company having Voting Power, as the case may be (there being
excluded from securities held by such security holders of the
corporation resulting from the Business Combination, but not from the securities
with Voting Power of the corporation resulting from such
Business Combination, any securities with Voting Power received by Affiliates
(as defined below) of such other company in exchange for
securities of such other company or, if such other company is the surviving
company and its securities remain unchanged, any securities of such
other company with Voting Power held by an Affiliate of such other company
immediately prior to the Business Combination), (B) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially owns directly
or indirectly, 20% or more of, respectively, the then-
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined Voting Power of the then-
outstanding voting securities of such corporation, except to the extent that
such ownership existed in the Company prior to the Business
Combination, and (C) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board providing for such
Business Combination, whichever occurs first; or



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(iv)Approval by the stockholders of the Company of (A) a liquidation of
all or substantially all of the Company's assets or (B) a
dissolution of the Company.



Notwithstanding the foregoing, "Change in Control" with respect to
any Participant shall be as defined in the Participant's
employment agreement, if any, with the Company or a Subsidiary, unless such
employment agreement provides otherwise.  For the purposes of this
paragraph (1), (i) the term "Affiliate" shall mean any Person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, any other
Person, (ii) the term "Person" shall mean any individual,
partnership, firm, trust, corporation or other similar entity, (iii)
"Company" shall include any entity that succeeds to all
or substantially all of the business of the Company, and (iv) "Voting
Power" shall mean general voting power under ordinary
circumstances, in the absence of contingencies, to elect the directors of a
corporation.

(2)In the event that a Change of Control shall occur, then, from and
after the time of such event, neither the provisions of this
Section 10(e) nor any of the rights of any Participant hereunder shall be
modified or amended in any way.

 (f)Notwithstanding any other provision of the Plan to the contrary,
including, but not limited to, the provisions of Section 10(d), if
any Participant shall have effected a Hardship Withdrawal from a 401(k) Plan
maintained by the Company and/or one or more of the Subsidiaries,
then, during the period of one year commencing on the date of such Hardship
Withdrawal, such Participant may not exercise any Option using
cash.  For the purpose of this Section 10(f), a "Hardship Withdrawal" shall mean
a distribution to a Participant provided for in Reg. §
1.401(k)-1(d)(1)(ii) promulgated under Section 401(k)(2)(B)(i)(IV) of the Code
or an analogous provision of the Puerto Rico Internal Revenue
Code of 1994, as amended (the "Puerto Rico Code") and the regulations
promulgated thereunder, and a "401(k) Plan" shall mean a plan which is a
"qualified plan" within the contemplation of Section 401(a) of the Code or an
analogous provision of the Puerto Rico Code which contains a
"qualified cash or deferred arrangement" within the contemplation of Section
401(k)(2) of the Code or an analogous provision of the Puerto Rico
Code.

11.Transferability.  (a)  Except as otherwise provided in Section
11(b), no Option shall be assignable or transferable except by
will and/or by the laws of descent and distribution and, during the life of any
Participant, each Option granted to such Participant may be
exercised only by him or her.

(b)  A Participant may, with the prior approval of the Committee, transfer
for no consideration an Option which is a non-qualified stock
option to or for the benefit of the Participant's Immediate Family, a trust for
the exclusive benefit of the Participant's Immediate Family or
to a partnership or limited liability company for one or more members of the
Participant's Immediate Family, subject to such limits as the
Committee may establish, and the transferee shall remain subject to all the
terms and conditions applicable to the Option prior to such
transfer.  The term "Immediate Family" shall mean the Participant's children,
stepchildren, grandchildren, parents, stepparents, grandparents,
spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or 

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sister-in-law, including adoptive relationships or any person sharing the
Participant's household (other than a tenant or employee).

12.Termination of Employment or Service.  Except as otherwise
determined by the Committee, in the event a Participant leaves the
employ or service, or ceases to serve as a director, of the Company and the
Subsidiaries, whether voluntarily or otherwise but other than by
reason of his or her death or, in the case of Participant who shall be an
employee or director, retirement, each Option theretofore granted to
him or her which shall not have been exercisable prior to the date of the
termination of his or her employment or service shall terminate
immediately.  Except as otherwise determined by the Committee, each other Option
theretofore granted to him or her which shall not have
theretofore expired or otherwise been cancelled shall, to the extent exercisable
on the date of such termination of employment or service and
not theretofore exercised, terminate upon the earlier to occur of (x) the
expiration of (i) 30 days after the date of such Participant's
termination of employment or cessation of service, if such Option was granted on
or prior to December 18, 2001, or (ii) 90 days after the date
of such Participant's termination of employment or cessation of service, if such
Option was granted after December 18, 2001; and (y) the
date of termination specified in such Option.  Notwithstanding the foregoing
except as otherwise determined by the Committee, if a Participant
is terminated for cause (as defined herein), each Option theretofore granted to
him or her which shall not have theretofore expired or
otherwise been cancelled shall, to the extent not theretofore exercised,
terminate forthwith.  Except as otherwise determined by the Committee,
in the event a Participant leaves the employ, or ceases to serve as a director,
of the Company and the Subsidiaries by reason of his or her
retirement, each Option theretofore granted to him or her which shall not have
theretofore expired or otherwise been cancelled shall become
immediately exercisable in full and shall, to the extent not theretofore
exercised, terminate upon the earlier to occur of the expiration of
three years after the date of such retirement and the date of termination
specified in such Option.  Except as otherwise determined by the
Committee, in the event a Participant's employment or service with the Company
and the Subsidiaries terminates by reason of his or her death,
each Option theretofore granted to him or her which shall not have theretofore
expired or otherwise been cancelled shall become immediately
exercisable in full and shall, to the extent not theretofore exercised,
terminate upon the earlier to occur of the expiration of three months
after the date of the qualification of a representative of his or her estate and
the date of termination specified in such Option.  For
purposes of the foregoing, (a) the term "cause" shall mean:  (i) the
commission by the Participant of any act or omission that would
constitute a crime under federal, state or equivalent foreign law, (ii) the
commission by the Participant of any act of moral turpitude, (iii)
fraud, dishonesty or other acts or omissions that result in a breach of any
fiduciary or other material duty to the Company and/or the
Subsidiaries, (iv) continued substance abuse that renders the Participant
incapable of performing his or her material duties to the
satisfaction of the Company and/or the Subsidiaries, or (v) as defined in the
Participant's employment agreement, if any, with the Company or a
Subsidiary and (b) the term "retirement" shall mean (I) the termination of
a Participant's employment with the Company and all of the
Subsidiaries (x) other than for cause or by reason of his or her death and
(y) on or after the earlier to occur of (1) the first day
of the calendar month in which his or her 65th birthday shall occur and
(2) the date on which he or she shall have both attained his or
her 55th birthday and completed 10 years of employment with the Company and/or
the Subsidiaries or (II) the termination of a Participant's
service as a director with the Company and all of the Subsidiaries 

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(x) other than for cause or by reason of his or her death and (y) on or after
the first day of the calendar month in which his or her 65th
birthday shall occur.

13.Adjustment of Number of Shares.  In the event that a dividend
shall be declared upon the Common Stock payable in shares of the
Common Stock, the number of shares of the Common Stock then subject to any
Option and the number of shares of the Common Stock reserved for
issuance in accordance with the provisions of the Plan but not yet covered by an
Option and the number of shares set forth in Section 9(b)
shall be adjusted by adding to each share the number of shares which would be
distributable thereon if such shares had been outstanding on the
date fixed for determining the stockholders entitled to receive such stock
dividend.  In the event that the outstanding shares of the Common
Stock shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, sale of assets, merger or consolidation
in which the Company is the surviving corporation, then, there shall be
substituted for each share of the Common Stock then subject to any
Option and for each share of the Common Stock reserved for issuance in
accordance with the provisions of the Plan but not yet covered by an
Option and for each share of the Common Stock referred to in Section 9(b), the
number and kind of shares of stock or other securities into
which each outstanding share of the Common Stock shall be so changed or for
which each such share shall be exchanged.  In the event that there
shall be any change, other than as specified in this Section 13, in the number
or kind of outstanding shares of the Common Stock, or of any
stock or other securities into which the Common Stock shall have been changed,
or for which it shall have been exchanged, then, if the
Committee shall, in its sole discretion, determine that such change equitably
requires an adjustment in the number or kind of shares then
subject to any Option and the number or kind of shares reserved for issuance in
accordance with the provisions of the Plan but not yet covered
by an Option and the number or kind of shares referred to in Section 9(b), such
adjustment shall be made by the Committee and shall be
effective and binding for all purposes of the Plan and of each stock option
agreement or certificate entered into in accordance with the
provisions of the Plan.  In the case of any substitution or adjustment in
accordance with the provisions of this Section 13, the option price
in each stock option agreement or certificate for each share covered thereby
prior to such substitution or adjustment shall be the option price
for all shares of stock or other securities which shall have been substituted
for such share or to which such share shall have been adjusted in
accordance with the provisions of this Section 13.  No adjustment or
substitution provided for in this Section 13 shall require the Company to
sell a fractional share under any stock option agreement or certificate.  In the
event of the dissolution or liquidation of the Company, or a
merger, reorganization or consolidation in which the Company is not the
surviving corporation, then, except as otherwise provided in Section
10(e) and the second sentence of this Section 13, each Option, to the extent not
theretofore exercised, shall terminate forthwith.

14.Purchase for Investment, Withholding and Waivers.  Unless the
shares to be issued upon the exercise of an Option by a
Participant shall be registered prior to the issuance thereof under the
Securities Act of 1933, as amended, such Participant will, as a
condition of the Company's obligation to issue such shares, be required to give
a representation in writing that he or she is acquiring such
shares for his or her own account as an investment and not with a view to, or
for sale in connection with, the distribution of any thereof.  In
the event of the death of a Participant, a condition of exercising any Option
shall be the delivery to the Company of such 

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tax waivers and other documents as the Committee shall determine.  In the
case of each non-qualified stock option, a condition of exercising
the same shall be the entry by the person exercising the same into such
arrangements with the Company with respect to withholding as the
Committee may determine.  

15.No Stockholder Status.  Neither any Participant nor his or her
legal representatives, legatees or distributees shall be or be
deemed to be the holder of any share of the Common Stock covered by an Option
unless and until a certificate for such share has been issued.
Upon payment of the purchase price thereof, a share issued upon exercise of an
Option shall be fully paid and non-assessable.

16.No Restrictions on Corporate Acts.  Neither the existence of
the Plan nor any Option shall in any way affect the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business, or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock or the rights
thereof, or dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding whether of a similar character or
otherwise.

17.No Employment Right.  Neither the existence of the Plan nor the
grant of any Option shall require the Company or any
Subsidiary to continue any Participant in the employ or service of the Company
or such Subsidiary.

18.Termination and Amendment of the Plan.  The Board may at any
time terminate the Plan or make such modifications of the Plan as
it shall deem advisable; provided, however, that the Board may not
without further approval of the holders of a majority of the
shares of the Common Stock present in person or by proxy at any special or
annual meeting of the stockholders, increase the number of shares as
to which Options may be granted under the Plan (as adjusted in accordance with
the provisions of Section 13), or change the class of persons
eligible to participate in the Plan, or change the manner of determining the
option prices.  Except as otherwise provided in Section 13, no
termination or amendment of the Plan may, without the consent of the Participant
to whom any Option shall theretofore have been granted,
adversely affect the rights of such Participant under such Option.  The
Committee may not, without further approval of the holders of a
majority of the shares of the Common Stock present in person or by proxy at any
special or annual meeting of the stockholders, amend any
outstanding Option to reduce the option price, or cancel any outstanding Option
and contemporaneously award a new Option to the same optionee
for substantially the same number of shares at a lower option price.

19.Expiration and Termination of the Plan.  The Plan shall
terminate on April 27, 2010 or at such earlier time as the Board may
determine.  Options may be granted under the Plan at any time and from time to
time prior to its termination.  Any Option outstanding under the
Plan at the time of the termination of the Plan shall remain in effect until
such Option shall have been exercised or shall have expired in
accordance with its terms.

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20.Options for Outside Directors.

(a)A director of the Company who is not an employee of the Company or a
Subsidiary (an "Outside Director") shall be eligible to receive,
in addition to any other Option which he or she may receive pursuant to Section
6, an annual Option.  Except as otherwise provided in this
Section 20, each such Option shall be subject to all of the terms and conditions
of the Plan.


(b)(i)At the first meeting of the Board immediately following each
Annual Meeting of the Stockholders of the Company, each Outside
Director shall be granted an Option, which shall be a non-qualified stock
option, to purchase 10,000 shares of the Common Stock.
Notwithstanding the foregoing, an Outside Director may not receive a grant under
this Section 20 for any year if and to the extent such Outside
Director receives a grant of options to purchase Common Stock under any other
Company stock option plan then in effect solely for his or her
services as a director of the Company for such year and the aggregate number of
shares of Common Stock issuable upon the exercise of all such
options granted for such year would exceed 10,000.


(ii)The initial per share option price of each Option granted to an
Outside Director shall under this Section 20 be equal to the
fair market value of a share of the Common Stock on the date of grant.

(iii)The term of each Option granted to an Outside Director shall be
ten years from the date of the granting thereof.

(iv)All or any portion of the payment required upon the exercise of
an Option granted to an Outside Director may be made in kind by
the delivery of shares of the Common Stock having a fair market value equal to
the portion of the option price so paid; provided,
however, that no portion of such payment may be made by delivering shares
of the Common Stock acquired upon the exercise of an Option if
such shares shall not have been held by such Outside Director for at least six
months; and provided further, however,
that, subject to the requirements of Regulation T (as in effect from time to
time) promulgated under the Exchange Act, the Committee may
implement procedures to allow a broker chosen by such Outside Director to make
payment of all or any portion of the option price payable upon
the exercise of an Option and receive, on behalf of such Outside Director, all
or any portion of the shares of the Common Stock issuable upon
such exercise.

(c)The provisions of this Section 20 may not be amended except by the
vote of a majority of the members of the Board and by the vote of
a majority of the members of the Board who are not Outside Directors.

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