GLOBAL IMAGING SYSTEMS INC
AMENDED & RE-STATED 1998 OPTION & INCENTIVE
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>4
<FILENAME>dex108.txt
<DESCRIPTION>AMENDED & RE-STATED 1998 OPTION & INCENTIVE
<TEXT>

<PAGE>

                         GLOBAL IMAGING SYSTEMS, INC.

                             AMENDED AND RESTATED

                     1998 STOCK OPTION AND INCENTIVE PLAN
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
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1.   PURPOSE................................................................................................       1
2.   DEFINITIONS............................................................................................       1
3.   ADMINISTRATION OF THE PLAN.............................................................................       4
     3.1.  Board............................................................................................       4
     3.2.  Committee........................................................................................       4
     3.3.  Grants...........................................................................................       5
     3.4.  No Liability.....................................................................................       5
     3.5.  Applicability of Rule 16b-3......................................................................       5
4.   STOCK SUBJECT TO THE PLAN..............................................................................       6
5.   EFFECTIVE DATE AND TERM OF THE PLAN....................................................................       6
     5.1.  Effective Date...................................................................................       6
     5.2.  Term.............................................................................................       6
6.   OPTION GRANTS..........................................................................................       6
     6.1.  Company or Subsidiary Employees..................................................................       6
     6.2.  Successive Grants................................................................................       7
7.   LIMITATIONS ON GRANTS..................................................................................       7
     7.1.  Limitation on Shares of Stock Subject to Grants..................................................       7
     7.2.  Limitations on Incentive Stock Options...........................................................       7
8.   AWARD AGREEMENT........................................................................................       7
9.   OPTION PRICE...........................................................................................       8
10.  VESTING, TERM AND EXERCISE OF OPTIONS..................................................................       8
     10.1.  Vesting and Option Period.......................................................................       8
     10.2.  Term............................................................................................       8
     10.3.  Acceleration....................................................................................       8
     10.4.  Termination of Employment or Other Relationship.................................................       9
     10.5.  Rights in the Event of Death....................................................................       9
     10.6.  Rights in the Event of Disability...............................................................      10
     10.7.  Limitations on Exercise of Option...............................................................      10
     10.8.  Method of Exercise..............................................................................      10
     10.9.  Delivery of Stock Certificates..................................................................      11
11.  TRANSFERABILITY OF OPTIONS.............................................................................      11
     11.1.  General Rule....................................................................................      11
     11.2.  Family Transfers................................................................................      11
12.  RESTRICTED STOCK.......................................................................................      12
     12.1.  Grant of Restricted Stock or Restricted Stock Units.............................................      12
     12.2.  Restrictions....................................................................................      12
     12.3.  Restricted Stock Certificates...................................................................      12
     12.4.  Rights of Holders of Restricted Stock...........................................................      13
     12.5.  Rights of Holders of Restricted Stock Units.....................................................      13
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<TABLE>
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     12.6.  Termination of Employment or Other Relationship.................................................      13
     12.7.  Rights in the Event of Death....................................................................      14
     12.8.  Rights in the Event of Disability...............................................................      14
     12.9.  Delivery of Stock and Payment Therefor..........................................................      14
13.  PARACHUTE LIMITATIONS..................................................................................      15
14.  REQUIREMENTS OF LAW....................................................................................      15
     14.1.  General.........................................................................................      15
     14.2.  Rule 16b-3......................................................................................      16
15.  AMENDMENT AND TERMINATION OF THE PLAN..................................................................      16
16.  EFFECT OF CHANGES IN CAPITALIZATION....................................................................      17
     16.1.  Changes in Stock................................................................................      17
     16.2.  Reorganization in Which the Company Is the Surviving Entity and in Which No Change of
            Control Occurs..................................................................................      18
     16.3.  Reorganization, Sale of Assets or Sale of Stock Which Involves a Change of Control..............      18
     16.4.  Adjustments.....................................................................................      19
     16.5.  No Limitations on Company.......................................................................      19
17.  DISCLAIMER OF RIGHTS...................................................................................      19
18.  NONEXCLUSIVITY OF THE PLAN.............................................................................      20
19.  WITHHOLDING TAXES......................................................................................      20
20.  CAPTIONS...............................................................................................      20
21.  OTHER PROVISIONS.......................................................................................      20
22.  NUMBER AND GENDER......................................................................................      21
23.  SEVERABILITY...........................................................................................      21
24.  POOLING................................................................................................      21
25.  GOVERNING LAW..........................................................................................      21
</TABLE>

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                         GLOBAL IMAGING SYSTEMS, INC.

                             AMENDED AND RESTATED

                     1998 STOCK OPTION AND INCENTIVE PLAN

     Global Imaging Systems, Inc., a Delaware corporation (the "Company"), sets
forth herein the terms of its Amended and Restated 1998 Stock Option and
Incentive Plan (the "Plan") as of May 18, 2001, as follows:

1.   PURPOSE

     The Plan is intended to enhance the Company's ability to attract and retain
highly qualified officers, key employees, outside directors and other persons,
and to motivate such officers, key employees, outside directors and other
persons to serve the Company and its affiliates (as defined herein) and to
expend maximum effort to improve the business results and earnings of the
Company, by providing to such persons an opportunity to acquire or increase a
direct proprietary interest in the operations and future success of the Company.
To this end, the Plan provides for the grant of stock options, restricted stock
and restricted stock units in accordance with the terms hereof.  Stock options
granted under the Plan may be non-qualified stock options or incentive stock
options, as provided herein, except that stock options granted to outside
directors shall in all cases be non-qualified stock options.

2.   DEFINITIONS

     For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:

     2.1  "affiliate" of, or person "affiliated" with, a person means any
company or other trade or business that controls, is controlled by or is under
common control with such person within the meaning of Rule 405 of Regulation C
under the Securities Act.

     2.2  "Award Agreement" means the stock option agreement, restricted stock
agreement, restricted stock unit agreement or other written agreement between
the Company and a Grantee that evidences and sets out the terms and conditions
of a Grant.

     2.3  "Benefit Arrangement" shall have the meaning set forth in Section 13
hereof.

     2.4  "Board" means the Board of Directors of the Company.
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     2.5   "Change of Control" means (i) the dissolution or liquidation of the
Company or a merger, consolidation, or reorganization of the Company with one or
more other entities in which the Company is not the surviving entity, (ii) a
sale of substantially all of the assets of the Company to another entity, or
(iii) any transaction (including without limitation a merger or reorganization
in which the Company is the surviving entity) which results in any person or
entity (other than persons who are stockholders or affiliates of the Company at
the time the Plan is approved by the Company's stockholders) owning 50% or more
of the combined voting power of all classes of stock of the Company.

     2.6   "Code" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended.

     2.7   "Committee" means a committee of, and designated from time to time by
resolution of, the Board.

     2.8   "Company" means Global Imaging Systems, Inc.

     2.9   "Effective Date" means April 9, 1998, the date on which the Plan was
adopted by the Board.

     2.10  "Exchange Act" means the Securities Exchange Act of 1934, as now
in effect or as hereafter amended.

     2.11  "Fair Market Value" means the value of a share of Stock, determined
as follows: if on the Grant Date or other determination date the Stock is listed
on an established national or regional stock exchange, is admitted to quotation
on the NASDAQ National Market, or is publicly traded on an established
securities market, the Fair Market Value of a share of Stock shall be the
closing price of the Stock on such exchange or in such market (the NASDAQ
National Market if there is more than one such exchange or market) on the Grant
Date or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on such trading day)
or, if no sale of Stock is reported for such trading day, on the next preceding
day on which any sale shall have been reported. If the Stock is not listed on
such an exchange, quoted on such system or traded on such a market, Fair Market
Value shall be the value of the Stock as determined by the Board in good faith.

     2.12  "Grant" means an award of an Option, Restricted Stock or Restricted
Stock Units under the Plan.

     2.13  "Grant Date" means, as determined by the Board or authorized
Committee, (i) the date as of which the Board or such Committee approves a
Grant,

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(ii) the date on which the recipient of a Grant first becomes eligible to
receive a Grant under Section 6 hereof, or (iii) such other date as may be
specified by the Board or such Committee.

     2.14  "Grantee" means a person who receives or holds an Option, Restricted
Stock or Restricted Stock Unit under the Plan.

     2.15  "Immediate Family Members" means the spouse, children and
grandchildren of the Grantee.

     2.16  "Incentive Stock Option" means an "incentive stock option" within the
meaning of Section 422 of the Code, or the corresponding provision of any
subsequently enacted tax statute, as amended from time to time.

     2.17  "Option" means an option to purchase one or more shares of Stock
pursuant to the Plan.

     2.18  "Option Period" means the period during which Options may be
exercised as set forth in Section 10 hereof.

     2.19  "Option Price" means the purchase price for each share of Stock
subject to an Option.

     2.20  "Other Agreement" shall have the meaning set forth in Section 13
hereof.

     2.21  "Outside Director" means a member of the Board who is not an officer
or employee of the Company.

     2.22  "Plan" means this Global Imaging Systems, Inc. 1998 Stock Option and
Incentive Plan.

     2.23  "Reporting Person" means a person who is required to file reports
under Section 16(a) of the Exchange Act.

     2.24  "Restricted Period" means the period during which Restricted Stock or
Restricted Stock Units are subject to restrictions or conditions pursuant to
Section 122 hereof.

     2.25  "Restricted Stock" means shares of Stock, awarded to a Grantee
pursuant to Section 12 hereof, that are subject to restrictions and to a risk of
forfeiture.

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     2.26  "Restricted Stock Unit" means a unit awarded to a Grantee pursuant to
Section 12 hereof, which represents a conditional right to receive a share of
Stock in the future, and which is subject to restrictions and to a risk of
forfeiture.

     2.27  "Securities Act" means the Securities Act of 1933, as now in effect
or as hereafter amended.

     2.28  "Service Provider" means a consultant or adviser to the Company, a
manager of the Company's properties or affairs, or other similar service
provider or affiliate of the Company, and employees of any of the foregoing, as
such persons may be designated from time to time by the Board pursuant to
Section 6 hereof.

     2.29  "Stock" means the common stock, par value $0.01 per share, of the
Company.

     2.30  "Subsidiary" means any "subsidiary corporation" of the Company within
the meaning of Section 424(f) of the Code.

     2.31  "Termination Date" shall be the date upon which an Option shall
terminate or expire, as set forth in Section 10.2 hereof.

3.   ADMINISTRATION OF THE PLAN

     3.1.  Board.

     The Board shall have such powers and authorities related to the
administration of the Plan as are consistent with the Company's certificate of
incorporation and by-laws and applicable law. The Board shall have full power
and authority to take all actions and to make all determinations required or
provided for under the Plan, any Grant or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the
Plan that the Board deems to be necessary or appropriate to the administration
of the Plan, any Grant or any Award Agreement. All such actions and
determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in
writing in accordance with the Company's certificate of incorporation and by-
laws and applicable law. The interpretation and construction by the Board of any
provision of the Plan, any Grant or any Award Agreement shall be final and
conclusive.

     3.2.  Committee.

     The Board from time to time may delegate to one or more Committees such
powers and authorities related to the administration and implementation of the

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Plan, as set forth in Section 3.1 above and in other applicable provisions, as
the Board shall determine, consistent with the certificate of incorporation and
by-laws of the Company and applicable law. In the event that the Plan, any Grant
or any Award Agreement entered into hereunder provides for any action to be
taken by or determination to be made by the Board, such action may be taken by
or such determination may be made by the Committee if the power and authority to
do so has been delegated to the Committee by the Board as provided for in this
Section. Unless otherwise expressly determined by the Board, any such action or
determination by the Committee shall be final, binding and conclusive.

     3.3.  Grants.

     Subject to the other terms and conditions of the Plan, the Board shall have
full and final authority (i) to designate Grantees, (ii) to determine the type
or types of Grant to be made to a Grantee, (iii) to determine the number of
shares of Stock to be subject to a Grant, (iv) to establish the terms and
conditions of each Grant (including, but not limited to, the exercise price of
any Option, the nature and duration of any restriction or condition (or
provision for lapse thereof) relating to the vesting, exercise, transfer, or
forfeiture of a Grant or the shares of Stock subject thereto, and any terms or
conditions that may be necessary to qualify Options as Incentive Stock Options),
(v) to prescribe the form of each Award Agreement evidencing a Grant, and (vi)
to amend, modify, or supplement the terms of any outstanding Grant.  Such
authority specifically includes the authority, in order to effectuate the
purposes of the Plan but without amending the Plan, to modify Grants to eligible
individuals who are foreign nationals or are individuals who are employed
outside the United States to recognize differences in local law, tax policy, or
custom.  As a condition to any subsequent Grant, the Board shall have the right,
at its discretion, to require Grantees to return to the Company Grants
previously awarded under the Plan.  Subject to the terms and conditions of the
Plan, any such new Grant shall be upon such terms and conditions as are
specified by the Board at the time the new Grant is made.

     3.4.  No Liability.

     No member of the Board or of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any Grant or
Award Agreement.

     3.5.  Applicability of Rule 16b-3.

     Those provisions of the Plan that make express reference to Rule 16b-3
under the Exchange Act shall apply only to Reporting Persons.

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4.   STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 16 hereof, the number of
shares of Stock available for issuance under the Plan shall be 2,520,000, no
more than 600,000 of which may be issued pursuant to awards of Restricted Stock
or Restricted Stock Units. Stock issued or to be issued under the Plan shall be
authorized but unissued shares. If any shares covered by a Grant are not
purchased or are forfeited, or if a Grant otherwise terminates without delivery
of any Stock subject thereto, then the number of shares of Stock counted against
the aggregate number of shares available under the Plan with respect to such
Grant shall, to the extent of any such forfeiture or termination, again be
available for making Grants under the Plan. If the exercise price of any Option
granted under the Plan is satisfied by tendering shares of Stock to the Company
(by either actual delivery or by attestation), only the number of shares of
Stock issued net of the shares of Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares of Stock available for
issuance under the Plan.

5.   EFFECTIVE DATE AND TERM OF THE PLAN

     5.1.  Effective Date.

     The Plan shall be effective as of the Effective Date, subject to approval
of the Plan within one year of the Effective Date by the Company's stockholders.
Upon approval of the Plan by the stockholders of the Company as set forth above,
all Grants made under the Plan on or after the Effective Date shall be fully
effective as if the stockholders of the Company had approved the Plan on the
Effective Date.  If the stockholders fail to approve the Plan within one year
after the Effective Date, any Grants made hereunder shall be null and void and
of no effect.

     5.2.  Term.

     The Plan has no termination date; however, no Incentive Stock Option may be
granted under the Plan on or after the tenth anniversary of the Effective Date.

6.   OPTION GRANTS

     6.1.  Company or Subsidiary Employees.

     Grants (including Grants of Incentive Stock Options) may be made under the
Plan to any employee of, or Service Provider or employee of a Service Provider
providing, or who has provided, services to, the Company or any Subsidiary,
including any such employee who is an officer or director of the Company or of
any Subsidiary, as the Board shall determine and designate from time to time.

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     6.2.  Successive Grants.

     An eligible person may receive more than one Grant, subject to such
restrictions as are provided herein.

7.   LIMITATIONS ON GRANTS

     7.1.  Limitation on Shares of Stock Subject to Grants.

     During any time when the Company has a class of equity security registered
under Section 12 of the Exchange Act, no person eligible for a Grant under
Section 6 hereof may be awarded Options in any calendar year exercisable for
greater than 400,000 shares of Stock (subject to adjustment as provided in
Section 16 hereof). During any time when the Company has a class of equity
security registered under Section 12 of the Exchange Act, the maximum number of
shares of Restricted Stock that can be awarded under the Plan (including for
this purpose any shares of Stock represented by Restricted Stock Units) to any
person eligible for a Grant under Section 6 hereof is 400,000 per calendar year
(subject to adjustment as provided in Section 16 hereof).

     7.2.  Limitations on Incentive Stock Options.

     An Option shall constitute an Incentive Stock Option only (i) if the
Grantee of such Option is an employee of the Company or any Subsidiary of the
Company; (ii) to the extent specifically provided in the related Award
Agreement; and (iii) to the extent that the aggregate Fair Market Value
(determined at the time the Option is granted) of the shares of Stock with
respect to which all Incentive Stock Options held by such Grantee become
exercisable for the first time during any calendar year (under the Plan and all
other plans of the Grantee's employer and its affiliates) does not exceed
$100,000. This limitation shall be applied by taking Options into account in the
order in which they were granted.

8.   AWARD AGREEMENT

     Each Grant pursuant to the Plan shall be evidenced by an Award Agreement,
in such form or forms as the Board shall from time to time determine. Award
Agreements granted from time to time or at the same time need not contain
similar provisions but shall be consistent with the terms of the Plan. Each
Award Agreement evidencing a Grant of Options shall specify whether such Options
are intended to be non-qualified stock options or Incentive Stock Options, and
in the absence of such specification such options shall be deemed non-qualified
stock options.

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9.   OPTION PRICE

     The Option Price of each Option shall be fixed by the Board and stated in
the Award Agreement evidencing such Option. The Option Price shall be not less
than the Fair Market Value on the Grant Date of a share of Stock; provided,
                                                                  --------
however, that in the event that a Grantee would otherwise be ineligible to
-------
receive an Incentive Stock Option by reason of the provisions of Sections
422(b)(6) and 424(d) of the Code (relating to ownership of more than ten percent
of the Company's outstanding Stock), the Option Price of an Option granted to
such Grantee that is intended to be an Incentive Stock Option shall be not less
than the greater of the par value or 110 percent of the Fair Market Value of a
share of Stock on the Grant Date. In no case shall the Option Price of any
Option be less than the par value of a share of Stock.

10.  VESTING, TERM AND EXERCISE OF OPTIONS

     10.1.  Vesting and Option Period.

     Subject to Sections 10.2 and 16.3 hereof, each Option granted under the
Plan shall become exercisable at such times and under such conditions as shall
be determined by the Board and stated in the Award Agreement. For purposes of
this Section 101, fractional numbers of shares of Stock subject to an Option
shall be rounded down to the next nearest whole number. The period during which
any Option shall be exercisable shall constitute the "Option Period" with
respect to such Option.

     10.2.  Term.

     Each Option granted under the Plan shall terminate, and all rights to
purchase shares of Stock thereunder shall cease, upon the expiration of ten
years from the date such Option is granted, or under such circumstances and on
such date prior thereto as is set forth in the Plan or as may be fixed by the
Board and stated in the Award Agreement relating to such Option (the
"Termination Date"); provided, however, that in the event that the Grantee would
                     --------  -------
otherwise be ineligible to receive an Incentive Stock Option by reason of the
provisions of Sections 422(b)(6) and 424(d) of the Code (relating to ownership
of more than ten percent of the outstanding Stock), an Option granted to such
Grantee that is intended to be an Incentive Stock Option shall not be
exercisable after the expiration of five years from its Grant Date.

     10.3.  Acceleration.

     Any limitation on the exercise of an Option contained in any Award
Agreement may be rescinded, modified or waived by the Board, in its sole

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discretion, at any time and from time to time after the Grant Date of such
Option, so as to accelerate the time at which the Option may be exercised.
Notwithstanding any other provision of the Plan, no Option shall be exercisable
in whole or in part prior to the date the Plan is approved by the stockholders
of the Company as provided in Section 5.1 hereof.

     10.4.  Termination of Employment or Other Relationship.

     Upon the termination of a Grantee's employment or other relationship with
the Company other than by reason of death or "permanent and total disability"
(within the meaning of Section 22(e)(3) of the Code), any Option or portion
thereof held by such Grantee that has not vested in accordance with the
provisions of Section 10.1 hereof shall terminate immediately, and any Option or
portion thereof that has vested in accordance with the provisions of Section
10.1 hereof but has not been exercised shall terminate at the close of business
on the 90th day following the Grantee's termination of employment or other
relationship (or, if such 90th day is a Saturday, Sunday or holiday, at the
close of business on the next preceding day that is not a Saturday, Sunday or
holiday), unless the Board, in its discretion, extends the period during which
the Option may be exercised (which period may not be extended beyond the
original term of the Option). Upon termination of an Option or portion thereof,
the Grantee shall have no further right to purchase shares of Stock pursuant to
such Option or portion thereof. Whether a leave of absence or leave on military
or government service shall constitute a termination of employment or other
relationship for purposes of the Plan shall be determined by the Board, which
determination shall be final and conclusive. For purposes of the Plan, a
termination of employment, service or other relationship shall not be deemed to
occur if the Grantee is immediately thereafter employed with the Company or any
other Service Provider, or is engaged as a Service Provider or an Outside
Director of the Company. Whether a termination of a Service Provider's or an
Outside Director's relationship with the Company shall have occurred shall be
determined by the Committee, which determination shall be final and conclusive.

     10.5.  Rights in the Event of Death.

     If a Grantee dies while employed by or providing services to the Company,
all Options granted to such Grantee shall fully vest on the date of death, and
the executors or administrators or legatees or distributees of such Grantee's
estate shall have the right, at any time within one year after the date of such
Grantee's death (or such longer period as the Board, in its discretion, may
determine prior to the expiration of such one-year period) and prior to
termination of the Option pursuant to Section 10.2 above, to exercise any Option
held by such Grantee at the date of such Grantee's death.

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     10.6.  Rights in the Event of Disability.

     If a Grantee's employment or other relationship with the Company is
terminated by reason of the "permanent and total disability" (within the meaning
of Section 22(e)(3) of the Code) of such Grantee, such Grantee's Options shall
continue to vest, and shall be exercisable to the extent that they are vested,
for a period of one year after such termination of employment or service (or
such longer period as the Board, in its discretion, may determine prior to the
expiration of such one-year period), subject to earlier termination of the
Option as provided in Section 10.2 above. Whether a termination of employment or
service is to be considered by reason of "permanent and total disability" for
purposes of the Plan shall be determined by the Board, which determination shall
be final and conclusive.

     10.7.  Limitations on Exercise of Option.

     Notwithstanding any other provision of the Plan, in no event may any Option
be exercised, in whole or in part, prior to the date the Plan is approved by the
stockholders of the Company as provided herein, or after ten years following the
date upon which the Option is granted, or after the occurrence of an event
referred to in Section 16 hereof which results in termination of the Option.

     10.8.  Method of Exercise.

     An Option that is exercisable may be exercised by the Grantee's delivery to
the Company of written notice of exercise on any business day, at the Company's
principal office, on the form specified by the Company. Such notice shall
specify the number of shares of Stock with respect to which the Option is being
exercised and shall be accompanied by payment in full of the Option Price of the
shares for which the Option is being exercised. The minimum number of shares of
Stock with respect to which an Option may be exercised, in whole or in part, at
any time shall be the lesser of (i) 100 shares or such lesser number set forth
in the applicable Award Agreement and (ii) the maximum number of shares
available for purchase under the Option at the time of exercise. Payment of the
Option Price for the shares purchased pursuant to the exercise of an Option
shall be made (i) in cash or in cash equivalents; (ii) to the extent permitted
by the Award Agreement evidencing the grant of such Option, through the tender
to the Company of shares of Stock, which shares, if acquired from the Company,
shall have been held for at least six months and which shall be valued, for
purposes of determining the extent to which the Option Price has been paid
thereby, at their Fair Market Value on the date of exercise; or (iii) to the
extent permitted by the Award Agreement evidencing the grant of such Option, by
a combination of the methods described in (i) and (ii). The Board may provide,
by inclusion of appropriate language in an Award Agreement, that payment in full
of the Option Price need not accompany the written notice of exercise provided
that the notice of exercise directs that the certificate or

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certificates for the shares of Stock for which the Option is exercised be
delivered to a licensed broker acceptable to the Company as the agent for the
individual exercising the Option and, at the time such certificate or
certificates are delivered, the broker tenders to the Company cash (or cash
equivalents acceptable to the Company) equal to the Option Price for the shares
of Stock purchased pursuant to the exercise of the Option plus the amount (if
any) of federal and/or other taxes which the Company may in its judgment, be
required to withhold with respect to the exercise of the Option. An attempt to
exercise any Option granted hereunder other than as set forth above shall be
invalid and of no force and effect. Unless otherwise stated in the applicable
Award Agreement, an individual holding or exercising an Option shall have none
of the rights of a stockholder (for example, the right to receive cash or
dividend payments or distributions attributable to the subject shares of Stock
or to direct the voting of the subject shares of Stock) until the shares of
Stock covered thereby are fully paid and issued to such individual. Except as
provided in Section 16 hereof, no adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date of
such issuance.

     10.9.  Delivery of Stock Certificates.

     Promptly after the exercise of an Option by a Grantee and the payment in
full of the Option Price, such Grantee shall be entitled to the issuance of a
stock certificate or certificates evidencing his or her ownership of the shares
of Stock subject to the Option.

11.  TRANSFERABILITY OF OPTIONS

     11.1.  General Rule

     Except as provided in Section 11.2, during the lifetime of a Grantee, only
the Grantee (or, in the event of legal incapacity or incompetency, the Grantee's
guardian or legal representative) may exercise an Option. Except as provided in
Section 11.2, no Option shall be assignable or transferable by the Grantee to
whom it is granted, other than by will or the laws of descent and distribution.

     11.2.  Family Transfers.

     If authorized in the applicable Award Agreement, a Grantee may transfer all
or part of an Option that is not an Incentive Stock Option to (i) any Immediate
Family Member, (ii) a trust or trusts for the exclusive benefit of any Immediate
Family Member, or (iii) a partnership in which Immediate Family Members are the
only partners, provided that (x) there may be no consideration for any such
transfer, and (y) subsequent transfers of transferred Options are prohibited
except those in accordance with this Section 11.2 or by will or the laws of
descent and distribution. Following transfer, any such Option shall continue to
be subject to the same terms

                                     -11-
<PAGE>

and conditions as were applicable immediately prior to transfer, provided that
for purposes of Section 11.2 hereof the term "Grantee" shall be deemed to refer
to the transferee. The events of termination of the employment or other
relationship of Section 10.4 hereof shall continue to be applied with respect to
the original Grantee, following which the Option shall be exercisable by the
transferee only to the extent and for the periods specified in Sections 10.4,
10.5 or 10.6.

12.  RESTRICTED STOCK

     12.1.  Grant of Restricted Stock or Restricted Stock Units.

     The Board may from time to time grant Restricted Stock or Restricted Stock
Units to persons eligible to receive Grants under Section 6 hereof, subject to
such restrictions, conditions and other terms as the Board may determine.


     12.2.  Restrictions.

     At the time a Grant of Restricted Stock or Restricted Stock Units is made,
the Board shall establish a period of time (the "Restricted Period") applicable
to such Restricted Stock or Restricted Stock Units. Each Grant of Restricted
Stock or Restricted Stock Units may be subject to a different Restricted Period.
The Board may, in its sole discretion, at the time a Grant of Restricted Stock
or Restricted Stock Units is made, prescribe restrictions in addition to or
other than the expiration of the Restricted Period, including the satisfaction
of corporate or individual performance objectives, which may be applicable to
all or any portion of the Restricted Stock or Restricted Stock Units. Such
performance objectives shall be established in writing by the Board prior to the
ninetieth day of the year in which the Grant is made and while the outcome is
substantially uncertain. Performance objectives shall be based on Stock price,
market share, sales, earnings per share, return on equity or costs. Performance
objectives may include positive results, maintaining the status quo or limiting
economic losses. Subject to the second sentence of this Section 12.2, the Board
also may, in its sole discretion, shorten or terminate the Restricted Period or
waive any other restrictions applicable to all or a portion of the Restricted
Stock or Restricted Stock Units. Neither Restricted Stock nor Restricted Stock
Units may be sold, transferred, assigned, pledged or otherwise encumbered or
disposed of during the Restricted Period or prior to the satisfaction of any
other restrictions prescribed by the Board with respect to such Restricted Stock
or Restricted Stock Units.

     12.3.  Restricted Stock Certificates.

     The Company shall issue, in the name of each Grantee to whom Restricted
Stock has been granted, stock certificates representing the total number of
shares of Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the

                                     -12-
<PAGE>

Grant Date. The Secretary of the Company shall hold such certificates for the
Grantee's benefit until such time as the Restricted Stock is forfeited to the
Company, or the restrictions lapse.

     12.4.  Rights of Holders of Restricted Stock.

     Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock shall have the right to vote such Stock and the right to
receive any dividends declared or paid with respect to such Stock. The Board
may provide that any dividends paid on Restricted Stock must be reinvested in
shares of Stock, which may or may not be subject to the same vesting conditions
and restrictions applicable to such Restricted Stock. All distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock
split, stock dividend, combination of shares, or other similar transaction shall
be subject to the restrictions applicable to the original Grant.

     12.5.  Rights of Holders of Restricted Stock Units.

     Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock Units shall have no rights as stockholders of the Company.  The
Board may provide in an Award Agreement evidencing a Grant of Restricted Stock
Units that the holder of such Restricted Stock Units shall be entitled to
receive, upon the Company's payment of a cash dividend on its outstanding Stock,
a cash payment for each Restricted Stock Unit held equal to the per-share
dividend paid on the Stock.  Such Award Agreement may also provide that such
cash payment will be deemed reinvested in additional Restricted Stock Units at a
price per unit equal to the Fair Market Value of a share of Stock on the date
that such dividend is paid.

     12.6.  Termination of Employment or Other Relationship.

     Upon the termination of the employment of a Grantee with the Company or a
Service Provider or of a Service Provider's relationship with the Company, in
either case other than, in the case of individuals, by reason of death or
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code), any shares of Restricted Stock or Restricted Stock Units held by such
Grantee that have not vested, or with respect to which all applicable
restrictions and conditions have not lapsed, shall immediately be deemed
forfeited, unless the Board, in its discretion, determines otherwise. Upon
forfeiture of Restricted Stock or Restricted Stock Units, the Grantee shall have
no further rights with respect to such Grant, including but not limited to any
right to vote Restricted Stock or any right to receive dividends with respect to
shares of Restricted Stock or Restricted Stock Units. Whether a leave of absence
or leave on military or government service shall constitute a termination of
employment or other relationship for purposes of the Plan shall be determined by
the Board, which determination shall be final and

                                     -13-
<PAGE>

conclusive. For purposes of the Plan, a termination of employment, service or
other relationship shall not be deemed to occur if the Grantee is immediately
thereafter employed with the Company or any other Service Provider, or is
engaged as a Service Provider or an Outside Director of the Company. Whether a
termination of a Service Provider's or an Outside Director's relationship with
the Company shall have occurred shall be determined by the Committee, which
determination shall be final and conclusive.

     12.7.  Rights in the Event of Death.

     If a Grantee dies while employed by the Company or a Service Provider, or
while serving as a Service Provider, all Restricted Stock or Restricted Stock
Units granted to such Grantee shall fully vest on the date of death, and the
shares of Stock represented thereby shall be deliverable in accordance with the
terms of the Plan to the executors, administrators, legatees or distributees of
the Grantee's estate.

     12.8.  Rights in the Event of Disability.

     If a Grantee's employment or other relationship with the Company or a
Service Provider, or while serving as a Service Provider, is terminated by
reason of the "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code) of such Grantee, such Grantee's Restricted Stock or
Restricted Stock Units shall continue to vest in accordance with the applicable
Award Agreement for a period of one year after such termination of employment or
service (or such longer period as the Board, in its discretion, may determine
prior to the expiration of such one-year period), subject to the earlier
forfeiture of such Restricted Stock or Restricted Stock Units in accordance with
the terms of the applicable Award Agreement. Whether a termination of employment
or service is to be considered by reason of "permanent and total disability" for
purposes of the Plan shall be determined by the Board, which determination shall
be final and conclusive.

     12.9.  Delivery of Stock and Payment Therefor.

     Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board, the restrictions
applicable to shares of Restricted Stock or Restricted Stock Units shall lapse,
and, upon payment by the Grantee to the Company, in cash or by check, of the
aggregate par value of the shares of Stock represented by such Restricted Stock
or Restricted Stock Units, a stock certificate for such shares shall be
delivered, free of all such restrictions, to the Grantee or the Grantee's
beneficiary or estate, as the case may be.

                                     -14-
<PAGE>

13.  PARACHUTE LIMITATIONS

     Notwithstanding any other provision of this Plan or of any other agreement,
contract, or understanding heretofore or hereafter entered into by a Grantee
with the Company or any Subsidiary, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (an "Other Agreement"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of
participants or beneficiaries of which the Grantee is a member), whether or not
such compensation is deferred, is in cash, or is in the form of a benefit to or
for the Grantee (a "Benefit Arrangement"), if the Grantee is a "disqualified
individual," as defined in Section 280G(c) of the Code, any Option, Restricted
Stock or Restricted Stock Unit held by that Grantee and any right to receive any
payment or other benefit under this Plan shall not become exercisable or vested
(i) to the extent that such right to exercise, vesting, payment, or benefit,
taking into account all other rights, payments, or benefits to or for the
Grantee under this Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to the Grantee under this Plan to be
considered a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code as then in effect (a "Parachute Payment") and (ii) if, as a result of
                                               ---
receiving a Parachute Payment, the aggregate after-tax amounts received by the
Grantee from the Company under this Plan, all Other Agreements, and all Benefit
Arrangements would be less than the maximum after-tax amount that could be
received by the Grantee without causing any such payment or benefit to be
considered a Parachute Payment.  In the event that the receipt of any such right
to exercise, vesting, payment, or benefit under this Plan, in conjunction with
all other rights, payments, or benefits to or for the Grantee under any Other
Agreement or any Benefit Arrangement would cause the Grantee to be considered to
have received a Parachute Payment under this Plan that would have the effect of
decreasing the after-tax amount received by the Grantee as described in clause
(ii) of the preceding sentence, then the Grantee shall have the right, in the
Grantee's sole discretion, to designate those rights, payments, or benefits
under this Plan, any Other Agreements, and any Benefit Arrangements that should
be reduced or eliminated so as to avoid having the payment or benefit to the
Grantee under this Plan be deemed to be a Parachute Payment.

14.  REQUIREMENTS OF LAW

     14.1.  General.

     The Company shall not be required to sell or issue any shares of Stock
under any Grant if the sale or issuance of such shares would constitute a
violation by the Grantee, any other individual exercising an Option, or the
Company of any provision of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or
regulations. If at any time the

                                     -15-
<PAGE>

Company shall determine, in its discretion, that the listing, registration or
qualification of any shares subject to a Grant upon any securities exchange or
under any governmental regulatory body is necessary or desirable as a condition
of, or in connection with, the issuance or purchase of shares hereunder, no
shares of Stock may be issued or sold to the Grantee or any other individual
exercising an Option pursuant to such Grant unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company, and any delay caused thereby shall
in no way affect the date of termination of the Grant. Specifically, in
connection with the Securities Act, upon the exercise of any Option or the
delivery of any shares of Restricted Stock or Stock underlying Restricted Stock
Units, unless a registration statement under such Act is in effect with respect
to the shares of Stock covered by such Grant, the Company shall not be required
to sell or issue such shares unless the Board has received evidence satisfactory
to it that the Grantee or any other individual exercising an Option may acquire
such shares pursuant to an exemption from registration under the Securities Act.
Any determination in this connection by the Board shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act. The Company shall not
be obligated to take any affirmative action in order to cause the exercise of an
Option or the issuance of shares of Stock pursuant to the Plan to comply with
any law or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an Option shall not be exercisable until
the shares of Stock covered by such Option are registered or are exempt from
registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction apply) shall be deemed conditioned upon the effectiveness
of such registration or the availability of such an exemption.

     14.2.  Rule 16b-3.

     During any time when the Company has a class of equity security registered
under Section 12 of the Exchange Act, it is the intent of the Company that
Grants pursuant to the Plan and the exercise of Options granted hereunder will
qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the
extent that any provision of the Plan or action by the Board does not comply
with the requirements of Rule 16b-3, it shall be deemed inoperative to the
extent permitted by law and deemed advisable by the Board, and shall not affect
the validity of the Plan.  In the event that Rule 16b-3 is revised or replaced,
the Board may exercise its discretion to modify this Plan in any respect
necessary to satisfy the requirements of, or to take advantage of any features
of, the revised exemption or its replacement.

15.  AMENDMENT AND TERMINATION OF THE PLAN

     The Board may, at any time and from time to time, amend, suspend, or
terminate the Plan as to any shares of Stock as to which Grants have not been
made. An amendment to the Plan shall be contingent on approval of the Company's

                                     -16-
<PAGE>

stockholders only to the extent required by applicable law, regulations or
rules. No Grants may be made after the termination of the Plan. The Company may
retain the right in an Award Agreement to cause a forfeiture of the gain
realized by a Grantee on account of the Grantee taking actions in "competition
with the Company," as defined in the applicable Award Agreement. Furthermore,
the Company may annul a Grant if the Grantee is an employee of the Company or an
affiliate and is terminated "for cause" as defined in the applicable Award
Agreement. Except as permitted under this Section 15 or Section 16 hereof, no
amendment, suspension, or termination of the Plan shall, without the consent of
the Grantee, alter or impair rights or obligations under any Grant theretofore
awarded under the Plan.

16.  EFFECT OF CHANGES IN CAPITALIZATION

     16.1.  Changes in Stock.

     If the number of outstanding shares of Stock is increased or decreased or
the shares of Stock are changed into or exchanged for a different number or kind
of shares or other securities of the Company on account of any recapitalization,
reclassification, stock split, reverse split, combination of shares, exchange of
shares, stock dividend or other distribution payable in capital stock, or other
increase or decrease in such shares effected without receipt of consideration by
the Company occurring after the Effective Date, the number and kinds of shares
for which Grants of Options, Restricted Stock and Restricted Stock Units may be
made under the Plan shall be adjusted proportionately and accordingly by the
Company. In addition, the number and kind of shares for which Grants are
outstanding shall be adjusted proportionately and accordingly so that the
proportionate interest of the Grantee immediately following such event shall, to
the extent practicable, be the same as immediately before such event. Any such
adjustment in outstanding Options shall not change the aggregate Option Price
payable with respect to shares that are subject to the unexercised portion of an
Option outstanding but shall include a corresponding proportionate adjustment in
the Option Price per share. The conversion of any convertible securities of the
Company shall not be treated as an increase in shares effected without receipt
of consideration. In the event of any distribution to the Company's stockholders
of securities of any other entity or other assets (other than dividends payable
in cash or stock of the Company) without receipt of consideration by the
Company, the Company may, in such manner as the Company deems appropriate,
adjust (i) the number and kind of shares subject to outstanding Grants and/or
(ii) the exercise price of outstanding Options to reflect such distribution.

                                     -17-
<PAGE>

     16.2.  Reorganization in Which the Company Is the Surviving Entity and in
            Which No Change of Control Occurs.

     Subject to Section 16.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities in which no Change in Control occurs, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or consolidation.
Subject to any contrary language in an Award Agreement evidencing a Grant of
Restricted Stock, any restrictions applicable to such Restricted Stock shall
apply as well to any replacement shares received by the Grantee as a result of
the reorganization, merger or consolidation.

     16.3.  Reorganization, Sale of Assets or Sale of Stock Which Involves a
            Change of Control.

     Subject to the exceptions set forth in the last sentence of this Section
16.3, (i) upon the occurrence of a Change of Control, all outstanding shares of
Restricted Stock and Restricted Stock Units shall be deemed to have vested, and
all restrictions and conditions applicable to such shares of Restricted Stock
and Restricted Stock Units shall be deemed to have lapsed, immediately prior to
the occurrence of such Change of Control, and (ii) fifteen days prior to the
scheduled consummation of a Change of Control, all Options outstanding hereunder
shall become immediately exercisable and shall remain exercisable for a period
of fifteen days. Any exercise of an Option during such fifteen-day period shall
be conditioned upon the consummation of the event and shall be effective only
immediately before the consummation of the event. Upon consummation of any
Change of Control, the Plan and all outstanding but unexercised Options shall
terminate.  The Board shall send written notice of an event that will result in
such a termination to all individuals who hold Options not later than the time
at which the Company gives notice thereof to its stockholders.  This Section
16.3 shall not apply to any Change of Control to the extent that (A) provision
is made in writing in connection with such Change of Control for the assumption
of the Options, Restricted Stock and Restricted Stock Units theretofore granted,
or for the substitution for such Options, Restricted Stock and Restricted Stock
Units of new options, restricted stock and restricted stock units covering the
stock of a successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kinds of shares or units and exercise prices,
in which event the Plan and Options, Restricted Stock and Restricted Stock Units
theretofore granted shall continue in the manner and under the terms so provided
or (B) a majority of the full Board determines that

                                     -18-
<PAGE>

such Change of Control shall not trigger application of the provisions of this
Section 16.3 subject to Section 2.4.

     16.4.  Adjustments.

     Adjustments under this Section 16 related to shares of Stock or securities
of the Company shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. No fractional shares or other securities
shall be issued pursuant to any such adjustment, and any fractions resulting
from any such adjustment shall be eliminated in each case by rounding downward
to the nearest whole share.

     16.5.  No Limitations on Company.

     The making of Grants pursuant to the Plan shall not affect or limit in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part of
its business or assets.

17.  DISCLAIMER OF RIGHTS

     No provision in the Plan or in any Grant or Award Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any affiliate, or to interfere in any way with any
contractual or other right or authority of the Company or Service Provider
either to increase or decrease the compensation or other payments to any
individual at any time, or to terminate any employment or other relationship
between any individual and the Company. In addition, notwithstanding anything
contained in the Plan to the contrary, unless otherwise stated in the applicable
Award Agreement, no Grant awarded under the Plan shall be affected by any change
of duties or position of the Grantee, so long as such Grantee continues to be a
director, officer, consultant or employee of the Company. The obligation of the
Company to pay any benefits pursuant to this Plan shall be interpreted as a
contractual obligation to pay only those amounts described herein, in the manner
and under the conditions prescribed herein. The Plan shall in no way be
interpreted to require the Company to transfer any amounts to a third party
trustee or otherwise hold any amounts in trust or escrow for payment to any
participant or beneficiary under the terms of the Plan. No Grantee shall have
any of the rights of a stockholder with respect to the shares of Stock subject
to an Option except to the extent the certificates for such shares of Stock
shall have been issued upon the exercise of the Option.

                                     -19-
<PAGE>

18.  NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.

19.  WITHHOLDING TAXES

     The Company or a Subsidiary, as the case may be, shall have the right to
deduct from payments of any kind otherwise due to a Grantee any Federal, state,
or local taxes of any kind required by law to be withheld with respect to the
vesting of or other lapse of restrictions applicable to Restricted Stock or
Restricted Stock Units or upon the issuance of any shares of Stock upon the
exercise of an Option. At the time of such vesting, lapse, or exercise, the
Grantee shall pay to the Company or the Subsidiary, as the case may be, any
amount that the Company or the Subsidiary may reasonably determine to be
necessary to satisfy such withholding obligation. Subject to the prior approval
of the Company or the Subsidiary, which may be withheld by the Company or the
Subsidiary, as the case may be, in its sole discretion, the Grantee may elect to
satisfy such obligations, in whole or in part, (i) by causing the Company or the
Subsidiary to withhold shares of Stock otherwise issuable to the Grantee or (ii)
by delivering to the Company or the Subsidiary shares of Stock already owned by
the Grantee. The shares of Stock so delivered or withheld shall have an
aggregate Fair Market Value equal to such withholding obligations. The Fair
Market Value of the shares of Stock used to satisfy such withholding obligation
shall be determined by the Company or the Subsidiary as of the date that the
amount of tax to be withheld is to be determined. A Grantee who has made an
election pursuant to this Section 19 may satisfy his or her withholding
obligation only with shares of Stock that are not subject to any repurchase,
forfeiture, unfulfilled vesting, or other similar requirements.

20.  CAPTIONS

     The use of captions in this Plan or any Award Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement.

21.  OTHER PROVISIONS

     Each Grant awarded under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Board, in
its sole discretion.

                                     -20-
<PAGE>

22.  NUMBER AND GENDER

     With respect to words used in this Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, etc.,
as the context requires.

23.  SEVERABILITY

     If any provision of the Plan or any Award Agreement shall be determined to
be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

24.  POOLING

     In the event any provision of the Plan or an Award Agreement would prevent
the use of pooling of interests accounting in a corporate transaction involving
the Company or its affiliates and such transaction is contingent upon pooling of
interests accounting, then that provision shall be deemed amended or revoked to
the extent required to preserve such pooling of interests. The Company may
require in an Award Agreement that a Grantee who receives a Grant under the Plan
shall, upon advice from the Company, take (or refrain from taking, as
appropriate) all actions necessary or desirable to ensure that pooling of
interests accounting is available.

25.  GOVERNING LAW

     The validity and construction of this Plan and the instruments evidencing
the Grants awarded hereunder shall be governed by the laws of the State of
Delaware other than any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of this Plan and the instruments
evidencing the Grants awarded hereunder to the substantive laws of any other
jurisdiction.


                                    *  *  *

                                     -21-
</TEXT>
</DOCUMENT>
