PHILLIPS-VAN HEUSEN CORPORATION



EXHIBIT 10.2

PHILLIPS-VAN HEUSEN CORPORATION

1997 STOCK OPTION PLAN

(As Amended Through April 9, 2004)



 

1.Purpose.  The purposes of the 1997 Stock Option Plan (the
"Plan") are to induce certain individuals to remain in the
employ, or to continue to serve as directors, of 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 (a)
"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
(b) options which are not incentive stock options ("non-
incentive stock options") or (c) 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 29, 1997.


3.Stock Subject to Plan.  2,500,000 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 paragraph B of Section 4, 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-incentive stock option and to
make all other determinations necessary or advisable for the
administration of the Plan.  In making such determinations, the Committee may
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 

1

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 2000 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 2000 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 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.

2


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.


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 ten
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 100,000 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 granting of such Option to him or her and ending
on the day next preceding the third 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 third
anniversary of the date of the granting of an Option to him or her and ending on
the day next preceding the fourth anniversary of such date,
exercise such Option with respect to one-third of the shares granted thereby,
(ii) during the period commencing on such fourth anniversary and
ending on the day next preceding the fifth anniversary of the date of the
granting of such Option, exercise such Option with respect to 

3

two-thirds of the shares granted thereby, and (iii) during the period
commencing on such fifth anniversary, 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; 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 Board 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 paragraph A of this Section
10, 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
paragraph E, a "Change in Control" shall be deemed to occur upon
the first to occur of the following events: 
(a)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 (x) 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 (b) below taking into account the
provisos) or (y) one-half of the Voting Power of the securities of the Company
having Voting Power;


(b)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 

4

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;


(c)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, (w) 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), (x) 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 (y) 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


(d)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 

5

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 paragraph D of
Section 10, 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 paragraph 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.  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 him
or her may be exercised only by him or her.


12.Termination of Employment or Service.  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, whether voluntarily or otherwise but other than by reason of
his or her death or retirement, each 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 

6

by the Committee, in the event a Participant's employment, or service as a
director, 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 alcohol or other 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 (A) other than for cause or by reason
of his or her death and (B) on or after the earlier to
occur of (I) the first day of the calendar month in which his or her 65th
birthday shall occur and (II) 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 (A) other than for cause or by reason of his
or her death and (B) 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 paragraph B of
Section 9 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
paragraph B of Section 9, 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
paragraph B of Section 9, such adjustment shall be made by the
Committee and shall be effective and binding for all purposes of the Plan and of
each stock 

7

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 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 tax waivers and
other documents as the Committee shall determine.  In the case of each non-
incentive 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 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 

8

(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 28, 2007 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.


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-incentive 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.


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.

9