**EXHIBIT
      10.34**








**FORGENT
      NETWORKS**


**1998
      RESTRICTED STOCK PLAN**





1.
      PURPOSE. The purpose of this Plan is to advance the interests of Forgent
      Networks and its Affiliates, and increase shareholder value by providing
      additional incentives to attract, retain and motivate those qualified and
      competent employees, non-employee directors and consultants, upon whose efforts
      and judgment its success is largely dependent.





2.
      DEFINITIONS. As used herein, the following terms shall have the meaning
      indicated:





(A)
      "AFFILIATE" means any entity other than the Parent that is designated by the
      Board as a participating employer under the Plan, provided that the Parent
      directly or indirectly owns at least 50% of the combined voting power of all
      classes of stock of such entity or at least 50% of the ownership interests
      in
      such entity.





(B)
      "AVAILABLE SHARES" shall mean, at each time of reference, the total number
      of
      Shares described in Section 3 with respect to which the Committee may grant
      an
      Award, all of which Available Shares shall be held in the Parent's treasury
      or
      shall be made available from authorized and unissued Shares.





(C)
      "AWARD" shall mean Restricted Share Award.





(D)
      "BOARD" shall mean the Board of Directors of the Parent.





(E)
      "CHANGE IN CONTROL" shall mean the first to occur of (i) a merger,
      consolidation, statutory share exchange or sale, lease, exchange or other
      transfer (in one transaction or a series of related transactions) of all or
      substantially all of the assets of the Company that requires the consent or
      vote
      of the holders of the Parent's Common Stock, other than a consolidation, merger
      or share exchange of the Parent in which the holders of the Parent's Common
      Stock immediately prior to such transaction continue to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity) more than 60% of the combined voting power of the voting
      securities of the Parent or such surviving entity outstanding immediately after
      such merger or consolidation; (ii) the shareholders of the Parent approve any
      plan or proposal for the liquidation or dissolution of the Company; (iii) the
      cessation of control (by virtue of their not constituting a majority of
      Directors) of the Board of Directors of the Parent by the individuals (the
      "Continuing Directors") who (x) on the Effective Date were Directors or (y)
      become Directors after the Effective Date and whose election or nomination
      for
      election by the Parent's shareholders was approved by a vote of at least
      two-thirds of the Directors then in office who were Directors at the Effective
      Date or whose election or nomination for election was previously so approved;
      (iv) the acquisition of beneficial ownership (within the meaning of Rule 13d-3
      under the Exchange Act) of an aggregate of 40% or more of the voting power
      of
      the Parent's outstanding voting securities by any person or group (as such
      term
      is used in Rule 13d-5 under the Exchange Act) who beneficially owned less than
      30% of the voting power of the Parent's outstanding voting securities on the
      Effective Date, or the acquisition of beneficial ownership of an additional
      10%
      of the voting power of the Parent's outstanding voting securities by any person
      or group who beneficially owned at least 30% of the voting power of the Parent's
      outstanding voting securities on the Effective Date; provided, however, that
      notwithstanding the foregoing, an acquisition shall not be described hereunder
      if the acquiror is (x) a trustee or other fiduciary holding securities under
      an
      employee benefit plan of the Company and acting in such capacity, (y) a
      wholly-owned subsidiary of the Parent or a corporation owned, directly or
      indirectly, by the shareholders of the Parent in the same proportions as their
      ownership of voting securities of the Parent or (z) any other person whose
      acquisition of shares of voting securities is approved in advance by a majority
      of the Continuing Directors; or (v) in a Title 11 bankruptcy proceeding, the
      appointment of a trustee or the conversion of a case involving the Company
      to a
      case under Chapter 7.





(F)
      "CHANGE IN CONTROL PRICE" shall mean the highest price per share paid in any
      transaction reported on the principal trading market for the Common Stock,
      or
      paid or offered in any bona fide transaction related to a Potential or actual
      Change in Control at any time during the 60 day period immediately preceding
      such occurrence, in each case as determined by the Committee.





(G)
      "CODE"
      shall mean the Internal Revenue Code of 1986, as now or hereafter
      amended.





(H)
      "COMMITTEE" shall mean the Compensation Committee of the Board.





(I)
      "COMMON STOCK" shall mean the common stock, par value $.01 per share, of the
      Parent.





(J)
      "COMPANY" shall mean the Parent, its Subsidiaries and Affiliates, except when
      it
      shall be appropriate to refer only to Forgent Networks, then it shall be
      referred to as "Parent".





(K)
      "DATE
      OF GRANT" shall mean the date on which the Committee takes formal action to
      grant an Award.





(L)
      "DIRECTOR" shall mean a member of the Board.





(M)
      "DISABILITY" shall mean a Holder's present incapacity resulting from an injury
      or illness (either mental or physical) which, in the reasonable opinion of
      the
      Committee based on such medical evidence as it deems necessary, will result
      in
      death or can be expected to continue for a period of at least twelve (12) months
      and will prevent the Holder from performing the normal services required of
      the
      Holder by the Company, provided, however, that such disability did not result,
      in whole or in part: (i) from chronic alcoholism; (ii) from addiction to
      narcotics; (iii) from a felonious undertaking; or (iv) from an intentional
      self-inflicted wound.





(N)
      "EFFECTIVE DATE" shall mean November 2, 1998.








(O)
      "ELIGIBLE PERSON" shall mean employees, non-employee directors and consultants
      of the Company who the Committee determines have the capacity to substantially
      contribute to the success of the Company.





(P)
      "FAIR
      MARKET VALUE" shall mean, as of a particular date, such amount as the Committee,
      in its sole discretion shall determine; provided, however, that where there
      is a
      public market for the Common Stock, the Fair Market Value per Share shall be
      determined as follows: (i) if Common Stock is listed or admitted for trading
      on
      any United States national securities exchange or included in the National
      Market System of the National Association of Securities Dealers Automated
      Quotation System ("NASDAQ/NMS") or the NASDAQ Small Cap Market, the mean of
      the
      highest and lowest sales prices of the Common Stock on such exchange or system,
      on the Date of Grant, as reported by The Wall Street Journal, or (ii) if the
      securities are quoted on the National Association of Securities Dealers
      Automated Quotation System (but not NASDAQ/ NMS or NASDAQ Small Cap Market)
      or
      similar system of automated dissemination of quotations of securities prices
      in
      common use, the mean between the closing high bid and low asked quotations,
      of
      the securities on such system on the Date of Grant, as reported in such system.
      The closing sale price of Shares, which shall be (i) if the Shares are listed
      or
      admitted for trading on any United States national securities exchange, the
      last
      reported sale price of the Shares on such exchange as reported in any newspaper
      of general circulation, or (ii) if the Shares are quoted on NASDAQ, or any
      similar system of automated dissemination of quotations of securities prices
      in
      common use, the mean between the closing high bid and low asked quotation for
      such day on such system. If neither clause (i) nor clause (ii) is applicable,
      the fair market value shall be determined by the Committee by any fair and
      reasonable means as determined in its sole discretion.





(Q)
      "HOLDER" shall mean, at each time of reference, each person with respect to
      whom
      an Award is in effect; and provided, further, that to the extent provided under,
      and subject to the conditions of, the Award, it shall refer to the person who
      succeeds to the rights of the Holder upon the death of the Holder.





(R)
      "PARENT" means Forgent Networks, Inc., a Delaware corporation.





(S)
      "PLAN"
      shall mean this Forgent Networks 1998 Restricted Stock Plan.





(T)
      "PLAN
      YEAR" shall mean the Parent's fiscal year.





(U)
      "POTENTIAL CHANGE IN CONTROL" shall mean the first to occur of (i) approval
      by
      shareholders of an agreement by the Parent, the consummation of which would
      result in a Change in Control; or (ii) the acquisition of beneficial ownership,
      directly or indirectly, by any entity, person or group (other than the Company
      or any Company employee benefit plan) of securities of the Company representing
      25% or more of the combined voting power of the Parent's outstanding securities
      and the adoption by the Committee of a resolution to the effect that a Potential
      Change in Control has occurred for purposes of this Plan.





(V)
      "RESTRICTION(S)" "Restricted" and similar shall mean the restrictions applicable
      to Available Shares subject to an Award which prohibit the "transfer" of such
      Available Shares, and which constitute "a substantial risk of forfeiture" of
      such Available Shares, as those terms are defined under Section 83(a)(1) of
      the
      Code.





(W)
      "RESTRICTED PERIOD" shall mean the period during which Restricted Shares shall
      be subject to Restrictions.





(X)
      "RESTRICTED SHARES" shall mean the Available Shares granted to an Eligible
      Person which are subject to Restrictions.





(Y)
      "RESTRICTED SHARE AWARD" shall mean the award of Restricted Shares.





(Z)
      "RESTRICTED SHARE DISTRIBUTIONS" shall mean any amounts, whether Shares, cash
      or
      other property (other than regular cash dividends) paid or distributed by the
      Parent with respect to Restricted Shares during a Restricted
      Period.





(aa)
      "SECTION 162(M) MAXIMUM" shall mean 250,000 Shares.





(bb)
      "SHARE(S)" shall mean a share or shares of Common Stock.





(cc)
      "SUBSIDIARY" shall mean any corporation (other than the Parent) in any unbroken
      chain of corporations beginning with the Parent if, at the time of the granting
      of the Award, each of the corporations, other than the last corporation in
      the
      unbroken chain, owns stock possessing 50% or more of the total combined voting
      power of all classes of stock in one of the other corporations in such unbroken
      chain.





(dd)
      "1933
      ACT" shall mean the Securities Act of 1933, as amended.





(ee)
      "1934
      ACT" shall mean the Securities Exchange Act of 1934, as amended.





3.
      AWARD
      OF AVAILABLE SHARES. As of the Effective Date, 1,000,000 Shares shall
      automatically, and without further action, become Available Shares. To the
      extent any Award shall terminate, expire or be canceled, or the Award shall
      be
      paid in cash, the Available Shares subject to such Award (or with respect to
      which the Award is measured), shall remain Available Shares. No person whose
      compensation may be subject to the limitations on deductibility under Section
      162(m) of the Code shall be eligible to receive Awards pursuant to this Plan
      in
      any Plan Year which relate to Shares which exceed the Section 162(m)
      Maximum.





4.
      AWARDS.





(a)
      Each
      Restricted Share Award shall be evidenced by an agreement that may contain
      any
      provisions selected by the Committee which is not prohibited by the terms of
      the
      Plan. As a condition to the grant of a Restricted Share Award, the Committee
      shall require the Eligible Person receiving the Restricted Share Award to pay
      an
      amount, which amount may not be less than the par value of the Restricted Shares
      granted under such Restricted Share Award, and such Restricted Share Award
      shall
      automatically terminate if full payment of such amount is not received within
      30
      days following the Date of Grant. Except as otherwise provided in the express
      terms and conditions of each Restricted Share Award, the Eligible Person
      receiving the Restricted Share Award shall have all of the rights of a
      shareholder with respect to such Restricted Shares including, but not limited
      to, voting rights and the right to receive any dividends paid, subject only
      to
      the retention provisions of the Restricted Share Distributions.








(b)
      The
      Restrictions on Restricted Shares shall lapse in whole, or in installments,
      over
      whatever Restricted Period shall be selected by the Committee; provided,
      however, that a complete lapse of Restrictions always shall occur on or before
      the 9th anniversary of the Date of Grant.





(c)
      Without limitation, the Committee may accelerate the date on which Restrictions
      lapse with respect to any Restricted Shares.





(d)
      During
      the Restricted Period, the certificates representing the Restricted Shares,
      and
      any Restricted Share Distributions, shall be registered in the Holder’s name and
      bear a restrictive legend disclosing the Restrictions, the existence of the
      Plan, and the existence of the applicable agreement granting such
      Restricted





Share
      Award. Such certificates shall be deposited by the Holder with the Company,
      together with stock powers or other instruments of assignment, each endorsed
      in
      blank, which will permit the transfer to the Company of all or any portion
      of
      the Restricted Shares, and any assets constituting Restricted Share
      Distributions, which shall be forfeited in accordance with the applicable
      agreement granting such Restricted Share Award. Restricted Shares shall
      constitute issued and outstanding Common Stock for all corporate purposes and
      the Holder shall have all rights, powers and privileges of a Holder of
      unrestricted Shares except that the Holder will not be entitled to delivery
      of
      the stock certificates until all Restrictions shall have terminated, and the
      Company will retain custody of all related Restricted Share Distributions (which
      will be subject to the same Restrictions, terms, and conditions as the related
      Restricted Shares) until the conclusion of the Restricted Period with respect
      to
      the related Restricted Shares; and provided, further, that any Restricted Share
      Distributions shall not bear interest or be segregated into a separate account
      but shall remain a general asset of the Company, subject to the claims of the
      Company’s creditors, until the conclusion of the applicable Restricted Period,
      and provided, finally, that any material breach of any terms of the agreement
      granting the Restricted Share Award, as reasonably determined by the Committee
      will cause a forfeiture of both Restricted Shares and Restricted Share
      Distributions.





5.
      CONDITIONS FOR GRANT OF AWARDS.





(a)
      Without limitation, Awards shall only be granted to such one or more Eligible
      Persons as shall be selected by the Committee.





(b)
      In
      granting Awards, the Committee shall take into consideration the contribution
      the Eligible Person has made or may be reasonably expected to make to the
      success of the Company and such other factors as the Committee shall determine.
      The Committee shall also have the authority to consult with and receive
      recommendations from officers and other personnel of the Company with regard
      to
      these matters. The Committee may from time to time in granting Awards under
      the
      Plan prescribe such other terms and conditions concerning such Awards as it
      deems appropriate, including, without limitation, relating an Award to
      achievement of specific goals established by the Committee or to the continued
      employment of the Eligible Person for a specified period of time, provided
      that
      such terms and conditions are not inconsistent with the provisions of this
      Plan.





(c)
      The
      Plan shall not confer upon any Holder any right with respect to continuation
      of
      employment by the Company, nor shall it interfere in any way with his right
      or
      the Company’s right to terminate his employment at any time.





(d)
      The
      Awards granted to Eligible Persons shall be in addition to regular salaries,
      pension, life insurance or other benefits related to their service to the
      Company. Neither the Plan nor any Award granted under the Plan shall confer
      upon
      any person any right to continuance of employment by the Company, and provided,
      further, that nothing herein shall be deemed to limit the ability of the Company
      to enter into any other compensation arrangements with any Eligible
      Person.





(e)
      The
      Committee shall determine in each case whether periods of military or government
      service shall constitute a continuation of employment for the purposes of this
      Plan or any Award.





(f)
      Without limitation, each Award may provide for the issuance of Available Shares
      for consideration consisting of such consideration as the Committee may
      determine, including (without limitation) as compensation for past services
      rendered.





6 . TERMINATION
      OF AWARD. Each Award shall be evidenced by an agreement that may contain any
      provisions selected by the Committee; provided, however, that in each case,
      unless expressly provided to the contrary in the Award, the Restricted portion
      of an Award shall automatically and without notice be canceled and become null
      and void on the date that Holder ceases to be employed by the Company for any
      reason other than death or Disability .





7.
      ACCELERATION.





(a)
      Unless
      expressly provided to the contrary in the Award, in the event the Holder ceases
      to be employed by the Company by reason of the Holder’s death, or Disability,
      the Restricted Period shall terminate, and all Restrictions shall lapse, as
      of
      the day before the date of Holder’s death or Disability.





(b)
      In the
      event of either a Change in Control, or a Potential Change in Control, unless
      otherwise expressly provided in the Award (i) the Restricted Period shall
      terminate, and all Restrictions shall lapse, and (ii) the value of all
      outstanding Restricted Shares shall be cashed out on the basis of the Change
      in
      Control Price, effective as the date of the Change in Control, or on such other
      date as the Committee may determine prior to the Change in Control.





8.
      ADJUSTMENT OF AVAILABLE SHARES.





(a)
      If at
      any time while the Plan is in effect or Awards with respect to Available Shares
      are outstanding, there shall be any increase or decrease in the number of issued
      and outstanding Shares through the declaration of a stock dividend or through
      any recapitalization resulting in a stock split-up, combination or exchange
      of
      Shares, then and in such event an appropriate adjustment shall be made in the
      maximum number of Available Shares which may be granted under SECTION 3, and
      in
      the Available Shares which are then subject to each Award, so that the same
      proportion of the Parent’s issued and outstanding Common Stock shall continue to
      be subject to grant under SECTION 3, and to such Award.








(b)
      Except
      as otherwise expressly provided herein, the issuance by the Parent of shares
      of
      its capital stock of any class, or securities convertible into shares of capital
      stock of any class, either in connection with direct sale for adequate
      consideration, or upon the exercise of rights or warrants to subscribe therefor,
      or upon conversion of shares or obligations of the Parent convertible into
      such
      shares or other securities, shall not affect, and no adjustment by reason
      thereof shall be made with respect to Available Shares subject to Awards granted
      under the Plan.





(c)
      Without limiting the generality of the foregoing, the existence of outstanding
      Awards with respect to Available Shares granted under the Plan shall not affect
      in any manner the right or power of the Parent to make, authorize or consummate
      (1) any or all adjustments, recapitalizations, reorganizations or other changes
      in the Parent’s capital structure or its business; (2) any merger or
      consolidation of the Parent; (3) any issue by the Parent of debt securities,
      or
      preferred or preference stock which would rank above the Available Shares
      subject to outstanding Awards; (4) the dissolution or liquidation of the Parent;
      (5) any sale, transfer or assignment of all or any part of the assets or
      business of the Company; or (6) any other corporate act or proceeding, whether
      of a similar character or otherwise.





9.
      TRANSFERABILITY OF AWARDS. Unless otherwise expressly provided in the Award,
      each Award shall provide that the Holder shall not be permitted to transfer
      (which includes, without limitation, a sale, pledge, assignment or other
      disposition) the Restricted Shares, except by will or the laws of descent and
      distribution; and if a transfer of any type is permitted under the express
      terms
      of the Award, the Restrictions shall remain in effect subsequent to such
      transfer.





10.
      ISSUANCE OF SHARES. Except as otherwise provided in SECTION 4(A), no Holder
      or
      other person shall be, or have any of the rights or privileges of, the owner
      of
      Shares subject to an Award unless and until the Restrictions shall have lapsed
      and certificates representing such Common Stock shall have been issued and
      delivered to such Holder or other person. As a condition of any issuance of
      Common Stock with respect to which Restrictions have lapsed, the Committee
      may
      obtain such agreements or undertakings, if any, as the Committee may deem
      necessary or advisable to assure compliance with any such law or regulation,
      or
      shareholder agreement including, but not limited to, the following:





(i)
            a
                  representation, warranty or agreement by the Holder to the Parent,
                  at the
                  time any Shares are transferred, that he is acquiring the Shares
                  to be
                  issued to him for investment and not with a view to, or for sale
                  in
                  connection with, the distribution of any such Shares;
                  and





(ii)
            a
                representation, warranty or agreement to be bound by any legends
                that are,
                in the opinion of the Committee, necessary or appropriate to comply
                with
                the provisions of any securities law deemed by the Committee to be
                applicable to the issuance of the Shares and are endorsed upon the
                Share
                certificates.





Notwithstanding
      any provision hereof to the contrary, no Shares shall be required to be issued
      with respect to an Award unless counsel for the Parent shall be reasonably
      satisfied that such issuance will be in compliance with applicable Federal
      or
      state securities laws.





11.
      ADMINISTRATION OF THE PLAN.





(a)
      The
      Plan shall be administered by the Compensation Committee of the Board and,
      except for the powers reserved to the Board in SECTION 14 hereof, the Committee
      shall have all of the administrative powers under Plan.





(b)
      The
      Committee, from time to time, may adopt rules and regulations for carrying
      out
      the purposes of the Plan and, without limitation, may delegate all of what,
      in
      its sole discretion, it determines to be ministerial duties to an officer of
      the
      Parent. The determinations under, and the interpretations of, any provision
      of
      the Plan or an Award by the Committee shall, in all cases, be in its sole
      discretion, and shall be final and conclusive.





(c)
      Any
      and all determinations and interpretations of the Committee shall be made either
      (i) by a majority vote of the members of the Committee at a meeting duly called,
      with at least 3 days prior notice and a general explanation of the subject
      matter given to each member, or (ii) without a meeting, by the written approval
      of all members of the Committee.





(d)
      No
      member of the Committee shall be liable for any action taken or omitted to
      be
      taken by him or by any other member of the Committee with respect to the Plan,
      and to the extent of liabilities not otherwise insured under a policy purchased
      by the Company, the Company does hereby indemnify and agree to defend and save
      harmless any member of the Committee with respect to any liabilities asserted
      or
      incurred in connection with the exercise and performance of their powers and
      duties hereunder, unless such liabilities are judicially determined to have
      arisen out of such member’s gross negligence, fraud or bad faith. Such
      indemnification shall include attorney’s fees and all other costs and expenses
      reasonably incurred in defense of any action arising from such act of commission
      or omission. Nothing herein shall be deemed to limit the Company’s ability to
      insure itself with respect to its obligations hereunder.





(e)
      In
      particular, and without limitation, the Committee shall have the authority,
      consistent with the terms of the Plan:





(i)
      to
      select the Eligible Persons to whom Awards may from time to time be granted
      hereunder;





(ii)
      to
      determine whether and to what extent Awards are to be granted hereunder to
      one
      or more eligible persons;





(iii)
      to
      determine the number of Shares to be covered by each such Award granted
      hereunder;





(iv)
      to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any Award granted hereunder (including, but not limited to, any restriction
      or limitation, or any vesting acceleration or waiver of forfeiture restrictions,
      based in each case on such factors as the Committee shall determine, in its
      sole
      discretion); and to amend or waive any such terms and conditions to the extent
      permitted by the Plan;








(f)
      The
      Committee shall have the authority to adopt, alter, and repeal such rules,
      guidelines, and practices governing the Plan as it shall, from time to time,
      deem advisable; to interpret any and all of the terms and provisions of the
      Plan
      and any and all Awards issued under the Plan (and any agreements relating
      thereto), which decisions shall not be subject to review; and to otherwise
      supervise the administration of the Plan; provided, however, that to the extent
      that this Plan otherwise requires the approval of the Board or the shareholders
      of the Parent, all decisions of the Committee shall be subject to such Board
      or
      shareholder approval. Subject to the foregoing, and without limitation, all
      decisions made by the Committee pursuant to the provisions of the Plan shall
      be
      made in the Committee’s sole discretion and shall be final and binding on all
      persons, including the Company and Holders.





12.
      TAX
      WITHHOLDING. On or immediately prior to the date on which an amount is required
      to be included in the income of the Holder as a result of an Award, the Holder
      shall be required to pay to the Company, in cash or in Shares (but in shares
      only if expressly provided with the Award or upon approval of the Committee),
      including, but not limited to, the reservation to the Company of the requisite
      number of Available Shares otherwise vested with respect to such Holder with
      respect to such Award the amount which the Company reasonably determines to
      be
      necessary in order for the Company to comply with applicable federal or state
      tax withholding requirements, and the collection of employment taxes, if
      applicable; provided, further, without limitations, that the Committee may
      require that such payment be made in cash.





13.
      INTERPRETATION.





(a)
      If any
      provision of the Plan is held invalid for any reason, such holding shall not
      affect the remaining provisions hereof, but instead the Plan shall be construed
      and enforced as if such provision had never been included in the
      Plan.





(b)
      THIS
      PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.





(c)
      Headings contained in this Agreement are for convenience only and shall in
      no
      manner be construed as part of this Plan.





(d)
      Any
      reference to the masculine, feminine, or neuter gender shall be a reference
      to
      such other gender as is appropriate.





(e)
      The
      Plan is intended to constitute an "unfunded" plan for incentive and deferred
      compensation.





(f)
      Nothing contained in this Plan shall prevent the Board from adopting other
      or
      additional compensation arrangements, subject to shareholder approval if such
      approval is required; and such arrangements may be either generally applicable
      or applicable only in specific cases.





14.
      AMENDMENT AND DISCONTINUATION OF THE PLAN. The Board, may from time to time
      amend the Plan; provided, however, that no such amendment may, without approval
      by the shareholders of the Parent, (a) increase the number of Available Shares
      or change the class of Eligible Persons, (b) extend the termination date of
      the
      Plan (c); increase the Section 162(m) Maximum; or (d) make any change for which
      applicable law or regulatory authority (including the regulatory authority
      of
      the market on which the Common Stock is traded) would require shareholder
      approval or for which shareholder approval would be required to secure all
      deductibility of compensation received under the Plan under Section 162(m)
      of
      the Code 24; and provided, further, that no amendment or suspension of the
      Plan
      or any Award issued hereunder shall, except as specifically permitted in this
      Plan or under the terms of such Award, substantially impair any Award previously
      granted to any Holder without the consent of such Holder. Solely for purposes
      of
      computing the Section 162(m) Maximum, if any Award(s) previously granted is
      canceled and new Award(s) granted with more favorable terms, as generally
      defined in applicable Treasury regulations, under some circumstances, as
      reasonably determined by the Committee, both the initial Award(s) and the
      replacement Award(s) will be deemed to be outstanding (although the canceled
      Award(s) will not deemed outstanding for any other purposes).





15.
      SECTION 83(B) ELECTION. As a result of receiving an Award a Holder may elect
      under Section 83(b) of the Code to include in his gross income, for his taxable
      year in which the Restricted Shares are transferred to him, the excess of the
      Fair Market Value (determined without regard to any Restriction other than
      one
      which by its terms will never lapse), of such Restricted Shares at the Date
      of
      Grant, over the amount paid for the Restricted Shares. If the Holder makes
      the
      Section 83(b) election described above, the Holder shall (i) make such election
      in a manner that is satisfactory to the Committee, (ii) provide the Committee
      with a copy of such election, (iii) agree to promptly notify the Company if
      any
      Internal Revenue Service or state tax agent, on audit or otherwise, questions
      the validity or correctness of such election or of the amount of income
      reportable on account of such election, and (iv) agree to such federal and
      state
      income withholding as the Committee may reasonably require in its sole and
      absolute discretion.





16.
      EFFECTIVE DATE AND TERMINATION DATE. The Plan shall be effective as of its
      Effective Date, and shall terminate on the tenth anniversary of such Effective
      Date; provided, however, that unless approved by the shareholders of the Company
      in the manner described under Section 422 of the Code on or before the first
      anniversary of its Effective Date, the Plan shall be terminated retroactive
      to
      its Effective Date and all Awards granted thereunder shall be null and void
      ab
      initio.