COOPER COMPANIES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>


                                                                    Exhibit 10.1

                           THE COOPER COMPANIES, INC.

                               AMENDED & RESTATED

                          2001 LONG TERM INCENTIVE PLAN

SECTION 1. PURPOSE; DEFINITIONS.

      The 2001 Long Term Incentive Plan was originally adopted by the Board of
Directors on December 14, 2000 and approved by the stockholders of the Company
on March 28, 2001. It was amended and restated in 2002, and the Amended and
Restated 2001 Long Term Incentive Plan (the "2001 LTIP" or the "Plan"), was
adopted by the Company's Board of Directors on December 16, 2002 and approved by
the stockholders of the Company on March 25, 2003. The following is an Amendment
and Restatement of the Plan in order to (i) increase the number of shares
available for issuance under the Plan and (ii) add the ability to award
Restricted Stock under the Plan. The purpose of the Plan is to enable the
Company to attract, retain and reward key employees and consultants to the
Company and its Subsidiaries and Affiliates, and strengthen the mutuality of
interests between such key employees, consultants and the Company's
stockholders, by offering such key employees and consultants performance-based
incentive equity interests in the Company.

      For purposes of the Plan, the following terms shall be defined as set
forth below:

            (a) "Affiliate" means any entity other than the Company and its
      Subsidiaries that is designated by the Board as a participating employer
      under the Plan, provided that the Company directly or indirectly owns at
      least 20% of the combined voting power of all classes of stock of such
      entity or at least 20% of the ownership interests in such entity.

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

            (c) "Code" means the Internal Revenue Code of 1986, as amended from
      time to time, and any successor thereto.

            (d) "Committee" shall mean the Board or, if the Board delegates its
      power and authority to administer this Plan to a committee of the Board
      described in this Section 2 of the Plan, such committee.

            (e) "Company" means The Cooper Companies, Inc., a corporation
      organized under the laws of the State of Delaware, or any successor
      corporation.

            (f) "Disability" means disability as determined under procedures
      established by the Committee for purposes of this Plan.

            (g) "Early Retirement" means retirement with the express consent of
      the Company for purposes of this Plan at or before the time of such
      retirement, from consulting or active employment with the Company and any
      Subsidiary or Affiliate pursuant to the early retirement provisions of the
      applicable pension plan of such entity.

            (h) "Fair Market Value" means, as of any given date, unless
      otherwise determined by the Committee in good faith, the closing price of
      the Stock on the New York Stock Exchange as reported on
      http://finance.yahoo.com or, if no such sale of Stock occurs on the New
      York Stock Exchange on such date, the fair market value of the Stock as
      determined by the Committee in good faith.

            (i) "Grant" means an instrument or agreement evidencing an option,
      or SAR, granted hereunder, which may, but need not be, acknowledged by the
      recipient thereof.

            (j) "Incentive Stock Option" or "ISO" means any Stock Option
      intended to be and designated as an "Incentive Stock Option" within the
      meaning of Section 422 of the Code.


                                       1





<PAGE>


            (k) "Non-Employee Director" shall have the meaning set forth in Rule
      16b-3 as promulgated by the Securities and Exchange Commission under the
      Securities Exchange Act of 1934, or any successor definition adopted by
      the Commission.

            (l) "Non-Qualified Stock Option" or "NQSO" means any Stock Option
      that is not an Incentive Stock Option.

            (m) "Normal Retirement" means retirement from consulting or active
      employment with the Company and any Subsidiary or Affiliate on or after
      age 65.

            (n) "Plan" means this 2001 Long Term Incentive Plan, as hereinafter
      amended from time to time.

            (o) "Restricted Stock" means an award of shares of Stock that is
      subject to restrictions under Section 7 below.

            (p) "Retirement" means Normal or Early Retirement.

            (q) "Stock" means the Common Stock, $0.10 par value per share, of
      the Company.

            (r) "Stock Appreciation Right" or "SAR" means the right pursuant to
      an award granted under Section 6 below to (a) surrender to the Company all
      (or a portion) of a Stock Option in exchange for an amount in any
      combination of cash or Common Stock equal to the difference between (i)
      the Fair Market Value, as of the date such Stock Option (or such portion
      thereof), is surrendered, of the shares of Stock covered by such Stock
      Option (or such portion thereof), subject, where applicable, to the
      pricing provisions in Section 6(b)(ii), and (ii) the aggregate exercise
      price of such Stock Option (or such portion thereof), or (b) to receive
      from the Company an amount of cash based upon the excess, if any, of the
      Fair Market Value of a number of shares of Stock specified in such award
      at the time of exercise of the right over the Fair Market Value of such
      number of shares of Stock on the date the right was granted.

            (s) "Stock Option" or "Option" means any option to purchase shares
      of Stock (including Restricted Stock and Deferred Stock, if the Committee
      so determines) granted pursuant to Section 5 below.

            (t) "Subsidiary" means any corporation (other than the Company) in
      an unbroken chain of corporations beginning with the Company if 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 the chain.

      In addition, the term "Cause" shall have the meaning set forth in Section
5(i) below.

SECTION 2. ADMINISTRATION.

      The Plan shall be administered by the Board or, if the Board delegates its
power and authority to administer this Plan to a committee of the Board, such
committee. Any such committee shall consist solely of two or more directors
appointed by and holding office at the pleasure of the Board, each of whom is a
"Non-Employee Director" of the Company as defined in Rule l6b-3 and an "outside
director" for purposes of Section l62(m) of the Code. If the Board delegates its
power and authority to administer this Plan to a committee, the members of such
committee shall serve at the pleasure of the Board, such committee members may
resign at any time by delivering written notice to the Board and vacancies in
the committee may be filled by the Board.

      The Committee shall have full authority to grant, pursuant to the terms of
the Plan, to officers, consultants and other key employees eligible under
Section 4: (i) Stock Options, (ii) Stock Appreciation Rights, and/or (iii)
Restricted Stock.

      In particular, the Committee shall have the authority:

            (i) to select the officers, consultants and other key employees of
      the Company and its Subsidiaries and Affiliates to whom Stock Options,
      Stock Appreciation Rights, and/or Restricted Stock may from time to time
      be granted hereunder;


                                       2





<PAGE>


            (ii) to determine whether and to what extent Incentive Stock
      Options, Non-Qualified Stock Options, Stock Appreciation Rights, and/or
      Restricted Stock, or any combination thereof, are to be granted hereunder
      to one or more eligible employees;

            (iii) to determine the number of shares, if applicable, 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, the share price and any restriction or limitation, or any
      vesting acceleration or waiver of forfeiture restrictions regarding any
      Stock Option or other award and/or the shares of Stock relating thereto,
      based in each case on such factors as the Committee shall determine, in
      its sole discretion);

            (v) to determine whether and under what circumstances a Stock Option
      may be settled in cash and/or Restricted Stock under Section 5(k) instead
      of Stock;

            (vi) to determine whether, to what extent and under what
      circumstances Option grants and/or Stock Appreciation Rights and/or other
      cash awards made by the Company are to be made, and operate, on a tandem
      basis vis a vis other awards under the Plan and/or cash awards made
      outside of the Plan, or on an additive basis;

            (vii) to determine whether, to what extent and under what
      circumstances Stock and other amounts, payable with respect to an award
      under this Plan shall be deferred either automatically or at the election
      of the participant (including providing for and determining the amount (if
      any) of any deemed earnings on any deferred amount during any deferral
      period); and

            (viii) to interpret the Plan and remedy any inconsistencies and
      ambiguities herein and between any agreement evidencing an award
      thereunder.

      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 the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto), and to
otherwise supervise the administration of the Plan.

      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 Plan participants.

SECTION 3. STOCK SUBJECT TO PLAN.

      The total number of shares of Stock reserved and available for
distribution pursuant to stock options or other awards relating to Stock made
under the Plan shall be 4,950,000 shares. Of these shares available for awards
under this Plan, no more than 250,000 shall be available for distribution
pursuant to Restricted Stock awards. Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares. The maximum number
of shares with respect to which an employee may be granted options or Stock
Appreciation Rights under this Plan during any fiscal year is 500,000. The
maximum number of shares with respect to which an employee may be granted
Restricted Stock under this Plan during any fiscal year is 100,000.

      Subject to Section 6(b)(iv) below, if any Stock Option or Stock
Appreciation Right is cancelled without having been fully exercised, or if any
shares of Restricted Stock are forfeited or repurchased under Section 7(c)(iii)
or any such award otherwise terminated, such shares shall again be available for
distribution in connection with future awards under the Plan.

      In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split or other change in corporate
structure affecting the Stock, such substitution or adjustment shall be made in
the aggregate number of shares reserved for issuance under the Plan, in the
number and option price of shares subject to outstanding Options granted under
the Plan, and in the number of shares and base price subject to outstanding
Stock Appreciation Rights granted under the Plan, and in the number of shares
subject to other outstanding awards granted under the Plan as may be determined
to be appropriate by the Committee, in its sole discretion, provided


                                       3





<PAGE>


that the number of shares subject to any award shall always be a whole number.
Such adjusted option price shall also be used to determine the amount payable by
the Company upon the exercise of any Stock Appreciation Right associated with
any Stock Option. In addition, the Committee, in its sole discretion, shall
determine the amount of cash to which the recipient of a Stock Appreciation
Right not associated with an Option shall be entitled upon exercise so that
there will be no increase or decrease in the cash to which the recipient shall
be entitled upon exercise by reason of such event. In addition, in the event of
any merger or other corporate transaction or event which results in shares of
Stock being purchased for cash, or being exchanged for or converted into cash or
the right to receive cash, the Committee, in its sole discretion, and on such
terms and conditions as it deems appropriate, may provide that any Stock Option,
Stock Appreciation Right, or Restricted Stock shall be converted into the right
to receive an amount of cash equal to the amount of cash, if any, that would
have been received, in the event of such merger or corporate transaction or
event, if such Stock Option, Stock Appreciation Right, or Restricted Stock had
been fully exercisable or payable, or vested and had been exercised or paid
immediately prior to such merger or other corporate transaction or event to the
extent of the cash value thereof, and, upon such conversion, such Stock Option,
Stock Appreciation Right, or Restricted Stock (including any such Stock Option,
Stock Appreciation Right, or Restricted Stock which, under the terms of such
merger or other corporate transaction or event, would have no cash value) shall
be cancelled.

SECTION 4. ELIGIBILITY.

      Officers, consultants and other key employees of the Company and its
Subsidiaries and Affiliates (but excluding members of the Committee and any
person who serves only as a director) who are responsible for or contribute to
the management, growth and/or profitability of the business of the Company
and/or its Subsidiaries and Affiliates are eligible to be granted awards under
the Plan.

SECTION 5. STOCK OPTIONS.

      Stock Options may be granted alone, in addition to or in tandem with other
awards granted under the Plan and/or cash awards made outside of the Plan. Any
Stock Option granted under the Plan shall be in such form as the Committee may
from time to time approve.

      Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.

      The Committee shall have the authority to grant to any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in
each case with or without Stock Appreciation Rights); provided, however that
Incentive Stock Options shall only be granted to an individual who, at the time
of grant, is an employee of the Company or a Subsidiary.

      Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

      (a) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of grant but shall
not be less than 100% of Fair Market Value as of the date of grant.

      (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years after
the date the Option is granted. Additionally, no Incentive Stock Option may be
granted after January 1, 2011.

      (c) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at or after grant, provided, however, that, except as provided in
Section 5(f), (g) and (h), unless otherwise determined by the Committee at or
after grant, no Stock Option shall be exercisable prior to the first anniversary
date of the granting of the Option. If the Committee provides, in its sole
discretion, that any Stock Option is exercisable only in installments, the
Committee may waive such installment exercise provisions at any time at or after
grant in whole or in part, based on such factors as the Committee shall
determine, in its sole discretion.


                                       4





<PAGE>


      (d) Method of Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c), Stock Options may be exercised in whole or
in part at any time during the option period, by giving written notice of
exercise to the Company specifying the number of shares to be purchased.

      Such notice shall be accompanied by payment in full of the purchase price,
either by check, note or such other instrument as the Committee may accept.
Except as otherwise prohibited by law, as determined by the Committee, in its
sole discretion, at or after grant, payment in full or in part may also be made
(i) in the form of Stock subject to an award (based, in each case, on the Fair
Market Value of the Stock on the date the option is exercised, as determined by
the Committee); provided, however, that, in the case of an Incentive Stock
Option, the right to make a payment in the form of already owned shares may be
authorized only at the time the option is granted or (ii) through the delivery
of a notice that the optionee has placed a market sell order with a broker with
respect to shares of Stock then issuable upon exercise of the Option, and that
the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the Option exercise price, provided
that payment of such proceeds is made to the Company prior to the delivery of
any shares of Stock by the Company.

      No shares of Stock shall be issued until full payment therefor has been
made. An optionee shall generally have the rights to dividends or other rights
of a stockholder with respect to shares subject to the Option when the optionee
has given written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in Section 9(a).

      (e) Transferability of Options. Except as otherwise determined by the
Committee in its sole discretion and set forth in the applicable Stock Option
agreement, no Stock Option shall be transferable by the optionee otherwise than
by will or by the laws of descent and distribution, and all Stock Options shall
be exercisable, during the optionee's lifetime, only by the optionee; provided,
however, NQSOs held by a participant may be transferred to such family members
or family trusts as the Committee in its sole discretion shall approve, unless
otherwise restricted from such transfer under the terms of the Grant.

      (f) Termination by Death. Subject to Section 5(j), if an optionee's
employment by or consultancy with the Company and any Subsidiary or Affiliate
terminates by reason of death, any Stock Option held by such optionee may
thereafter be exercised, to the extent such option was exercisable at the time
of death or on such accelerated basis as the Committee may determine at or after
grant (or as may be determined in accordance with procedures established by the
Committee), by the legal representative of the estate or by the legatee of the
optionee under the will of the optionee, for a period of three years (or such
other period as the Committee may specify at grant) from the date of such death
or until the expiration of the stated term of such Stock Option, whichever
period is the shorter.

      (g) Termination by Reason of Disability. Subject to Section 5(j), if an
optionee's employment by or consultancy with the Company and any Subsidiary or
Affiliate terminates by reason of Disability, any Stock Option held by such
optionee may thereafter be exercised by the optionee, to the extent it was
exercisable at the time of termination or on such accelerated basis as the
Committee may determine at or after grant (or as may be determined in accordance
with procedures established by the Committee), for a period of three years (or
such other period as the Committee may specify at grant) from the date of such
termination of employment or consultancy or until the expiration of the stated
term of such Stock Option, whichever period is the shorter; provided, however,
that, if the optionee dies within such three-year period (or such other period
as the Committee shall specify at grant), any unexercised Stock Option held by
such optionee shall thereafter be exercisable to the extent to which it was
exercisable at the time of death for a period of twelve months from the date of
such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of termination of employment by
reason of Disability, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, such Stock Option will thereafter be treated as a Non-Qualified Stock
Option.

      (h) Termination by Reason of Retirement. Subject to Section 5(j), if an
optionee's employment by or consultancy with the Company and any Subsidiary or
Affiliate terminates by reason of Normal or Early Retirement, any Stock Option
held by such optionee may thereafter be exercised by the optionee, to the extent
it was exercisable at the time of such Retirement or on such accelerated basis
as the Committee may determine at or after grant (or as may be, determined in
accordance with procedures established by the Committee), for a period of three
years (or such other period as the Committee may specify at grant) from the date
of such termination of employment or consultancy or the expiration of the stated
term of such Stock Option, whichever period is the


                                       5





<PAGE>



shorter; provided, however, that, if the optionee dies within such three-year
period (or such other period as the Committee may specify at grant), any
unexercised Stock Option held by such optionee shall thereafter be exercisable,
to the extent to which it was exercisable at the time of death, for a period of
twelve months from the date of such death or until the expiration of the stated
term of such Stock Option, whichever period is the shorter. In the event of
termination of employment by reason of Retirement, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, the option will thereafter be treated as a
Non-Qualified Stock Option.

      (i) Other Termination. Unless otherwise determined by the Committee (or
pursuant to procedures established by the Committee) at or after grant, if an
optionee's employment by or consultancy with the Company and any Subsidiary or
Affiliate terminates for any reason other than death, Disability or Normal or
Early Retirement, the Stock Option shall thereupon terminate, except that such
Stock Option may be exercised for the lesser of three months or the balance of
such Stock Option's term if the optionee is involuntarily terminated by the
Company and any Subsidiary or Affiliate without Cause. For purposes of this
Plan, "Cause" means the conviction of, or plea of nolo contendere to a felony by
the participant, or a participant's willful misconduct or dishonesty, any of
which is directly and materially harmful to the business or reputation of the
Company or any Subsidiary or Affiliate.

      (j) Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of the optionee(s) affected, to
disqualify any Incentive Stock Option under such Section 422.

      To the extent required for "incentive stock option" status under Section
422(b)(7) of the Code (taking into account applicable Internal Revenue Service
regulations and pronouncements), the Plan shall be deemed to provide that the
aggregate Fair Market Value (determined as of the time of grant) of the stock
with respect to which Incentive Stock Options are exercisable for the first time
by the optionee during any calendar year under the Plan and/or any other stock
option plan of the Company or any Subsidiary or parent corporation (within the
meaning of Section 424 of the Code) after 1986 shall not exceed $100,000. If the
aggregate Fair Market Value exceeds $100,000, then those options in excess of
$100,000 will not be treated as ISOs. Those shares not treated as ISOs will be
taxed at ordinary income rates on exercise. If Section 422 is hereafter amended
to delete the requirement now in Section 422(b)(7) that the plan text expressly
provide for the $100,000 limitation set forth in Section 422(b)(7), then this
paragraph of Section 5(j) shall no longer be operative.

      (k) Buyout Provisions. The Committee may at any time offer to buyout for a
payment in cash, Stock or Restricted Stock any Option previously granted, based
on such terms and conditions as the Committee shall establish and communicate to
the optionee at the time that such offer is made.

      (l) Settlement Provisions. If the option agreement so provides at grant or
is amended after grant and prior to exercise to so provide (with the optionee's
consent), the Committee may require that all or part of the shares to be issued
with respect to the spread value of an exercised Option take the form of
Restricted Stock, which shall be valued on the date of exercise on the basis of
the Fair Market Value (as determined by the Committee) of such Restricted Stock
determined without regard to the forfeiture restrictions involved.

      (m) 10% Stockholders. No Incentive Stock Option may be granted under this
Plan to any employee who, at the time the Incentive Stock Option is granted,
owns, or is considered as owning, within the meaning of Section 422 of the
Internal Revenue Code, shares possessing more than ten percent (10%) of the
total combined voting power or value of all classes of stock of the Company, a
Subsidiary or a parent corporation (within the meaning of Section 424 of the
Code) unless the option price under such Option is at one hundred ten percent
(110%) of the Fair Market Value of a share of Stock on the date such Option is
granted and the duration of such Option is no more than five (5) years.

SECTION 6. STOCK APPRECIATION RIGHTS.

      (a) Grant and Exercise. Stock Appreciation Rights may be granted
separately or in conjunction with all or part of any Stock Option granted under
the Plan. In the case of a Non-Qualified Stock Option, such rights may be
granted either at or after the time of the grant of such Stock Option. In the
case of an Incentive Stock Option, such rights may be granted only at the time
of the grant of such Stock Option.


                                       6





<PAGE>


      A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, subject to such
provisions as the Committee may specify at grant where a Stock Appreciation
Right is granted with respect to less than the full number of shares, covered by
a related Stock Option.

      A Stock Appreciation Right may be exercised by a recipient, subject to
Section 6(b), in accordance with the procedures established by the Committee for
such purpose. Upon such exercise, the recipient shall be entitled to receive an
amount determined in the manner prescribed in Section 6(b). Stock Options
relating to exercised Stock Appreciation Rights shall no longer be exercisable
to the extent that the related Stock Appreciation Rights have been exercised.

      (b) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:

            (i) Stock Appreciation Rights awarded with no associated Stock
      Option shall be exercisable in accordance with their terms and Stock
      Appreciation Rights granted in association with Stock Options shall be
      exercisable only at such time or times and to the extent that the Stock
      Options to which they relate shall be exercisable in accordance with the
      provisions of Section 5 and this Section 6 of the Plan. The exercise of
      Stock Appreciation Rights held by recipients who are subject to Section
      l6(b) of the Exchange Act shall comply with Rule 16b-3 thereunder, to the
      extent applicable;

            (ii) Upon the exercise of a Stock Appreciation Right granted in
      association with a Stock Option, a recipient shall be entitled to receive
      an amount in cash and/or shares of Stock, as the Committee in its sole
      discretion shall determine, equal in value to the excess of the Fair
      Market Value of one share of Stock over the option price per share
      specified in the associated Stock Option multiplied by the number of
      shares in respect of which the Stock Appreciation Right shall have been
      exercised. Upon the exercise of a Stock Appreciation Right awarded with no
      associated Stock Option, a recipient shall be entitled to receive an
      amount in cash equal in value to the excess, if any, of the Fair Market
      Value of a number of shares of Stock specified in the award at the date of
      exercise of the Stock Appreciation Right over the Fair Market Value of
      such number of shares of Stock at the date of grant of the Stock
      Appreciation Right. When payment is to be made in shares, the number of
      shares to be paid shall be calculated on the basis of the Fair Market
      Value of the shares on the date of exercise. When payment is to be made in
      cash to a recipient subject to Section 16(b) of the Exchange Act, such
      amount shall be calculated on the basis of the closing price of the stock
      on the New York Stock Exchange during the applicable period referred to in
      Rule 16b-3(e) under the Exchange Act to the extent applicable;

            (iii) Stock Appreciation Rights shall not be transferable by the
      recipient thereof otherwise than by will or by the laws of descent and
      distribution, and all Stock Appreciation Rights shall be exercisable,
      during the recipient's lifetime, only by the recipient; and

            (iv) Upon the exercise of a Stock Appreciation Right, any Stock
      Option or part thereof to which such Stock Appreciation Right is
      associated shall be deemed to have been exercised for the purpose of the
      limitation set forth in Section 3 of the Plan on the number of shares of
      Stock to be issued under the Plan.

SECTION 7. RESTRICTED STOCK

      (a) Administration. Shares of Restricted Stock may be issued either alone,
in addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. The Committee shall determine the eligible
persons to whom, and the time or times at which, grants of Restricted Stock will
be made, the number of shares to be awarded, the price to be paid by the
recipient of Restricted Stock (subject to Section 7(b)), the time or times
within which such awards may be subject to forfeiture, and all other terms and
conditions of the awards.

      The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or other factors as the Committee may
determine, in its sole discretion.

      The provisions of Restricted Stock awards need not be the same with
respect to each recipient.


                                       7





<PAGE>


      (b) Awards and Certificates. The prospective recipient of a Restricted
Stock Award shall not have any rights with respect to such award, unless and
until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the company, and has otherwise
complied with the applicable terms and conditions of such award. Each award
shall be subject to the following terms and conditions:

            (i) The purchase price for shares of Restricted Stock shall be equal
      to or greater than their par value;

            (ii) Awards of Restricted Stock must be accepted within a period of
      sixty (60) days (or such shorter period as the Committee may specify at
      grant) after the award date, by executing a Restricted Stock Award
      agreement and paying whatever price is required under Section 7(b)(i);

            (iii) Each participant receiving a Restricted Stock Award shall be
      issued a stock certificate in respect of such shares of Restricted Stock.
      Such certificate shall be registered in the name of such participant, and
      shall bear an appropriate legend referring to the terms, conditions, and
      restrictions applicable to such award; and

            (iv) The Committee shall require that the stock certificates
      evidencing such shares be held in custody by the Company until the
      restrictions, if any, thereon shall have lapsed, and that as a condition
      of any Restricted Stock Award, the participant shall have delivered a
      stock power, endorsed in blank, relating to the Stock covered by such
      award.

      (c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 7 shall be subject to the following restrictions and
conditions.

            (i) Subject to the provisions of this Plan and the award agreement,
      during a period set by the Committee commencing with the date of such
      award (the "Restriction Period"), the participant shall not be permitted
      to sell, transfer pledge or assign shares of Restricted Stock awarded
      under the Plan. The Restriction Period shall in no event be less than
      three years from the date of award unless the restrictions lapse due to
      the attainment of performance criteria, in which case the Restriction
      Period shall in no event be less than one year from the date of grant.
      Within these limits, the Committee, in its sole discretion, may provide
      for the lapse of such restrictions in installments and may accelerate or
      waive such restrictions in whole or in part, based on service performance
      and/or such other factors or criteria as the Committee may determine, in
      its sole discretion;

            (ii) Except as provided in this paragraph (ii) and Section 7(c)(i),
      the participant shall have, with respect to the shares of Restricted
      Stock, all of the rights of a stockholder of the Company, including the
      right to vote the shares and the right to receive any cash dividends. The
      Committee, in its sole discretion, as determined at the time of award, may
      permit or require the payment of cash dividends to be deferred and, if the
      Committee so determined, reinvested, subject to Section 9(e), in
      additional Restricted Stock to the extent shares are available under
      Section 3, or otherwise reinvested. Pursuant to Section 3 above, Stock
      dividends issued with respect to Restricted Stock shall be treated as
      additional shares of Restricted Stock that are subject to the same
      restrictions and other terms and conditions that apply to the shares with
      respect to which such dividends are issued;

            (iii) Subject to the applicable provisions of the award agreement
      and this Section 7, upon termination of a participant's employment or
      consultancy with the Company and any Subsidiary or Affiliate for any
      reason during the Restriction Period, all shares still subject to the
      restriction will vest, or be forfeited, in accordance with the terms and
      conditions established by the Committee at or after grant. If any
      Restricted Stock is forfeited, the Company shall pay to the participant
      (or the estate of a deceased participant) an amount equal to the price the
      participant paid with respect to such Restricted Stock; and

            (iv) If and when the Restriction Period expires without a prior
      forfeiture of the Restricted Stock subject to such Restriction Period,
      certificates for an appropriate number of unrestricted shares shall be
      delivered to the participant promptly.

SECTION 8. AMENDMENTS AND TERMINATION.

      The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of an
optionee or participant under a Stock Option, Stock Appreciation


                                       8





<PAGE>


Right, or Restricted Stock Award theretofore granted, without the optionee's or
participant's consent, or which, without the approval of the Company's
stockholders, would:

      (a) except as expressly provided in this Plan, increase the total number
of shares reserved for the purpose of the Plan;

      (b) change the employees or class of employees eligible to participate in
the Plan;

      (c)  extend the maximum option period under Section 5(b) of the Plan; or

      (d)  otherwise materially alter the terms of the Plan.

      The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. Additionally, except for adjustments permitted under Section 3
of the Plan, no award shall be repriced or regranted through cancellation, or
modified without stockholder approval, if the effect would be to reduce the
exercise price for the shares underlying such award.

      Subject to the above provisions, the Board shall have broad authority to
amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.

SECTION 9. GENERAL PROVISIONS.

      (a) The Committee may require each person purchasing shares pursuant to a
Stock Option to represent to and agree with the Company in writing that the
optionee is acquiring the shares for investment and without a view to
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.

      The Committee may condition the exercise of an Option or the issuance and
delivery of Stock upon the listing, registration or qualification of the Stock
upon a securities exchange or under applicable securities laws.

      All certificates for shares of Stock or other securities delivered under
the Plan shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

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

      (c) The making of an award under this Plan shall not confer upon any
employee of the Company or any Subsidiary or Affiliate any right to continued
employment with the Company or a Subsidiary or Affiliate, as the case may be,
nor shall it interfere in any way with the right of the Company or a Subsidiary
or Affiliate to terminate the employment of any of its employees at any time.

      (d) No later than the date as of which an amount first becomes includable
in the gross income of the participant for Federal income tax purposes with
respect to any award under the Plan, the participant shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations may be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement. The obligations of
the Company under the Plan shall be conditional on such payment or arrangements
and the Company and its Subsidiaries or Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant.

      (e) The actual or deemed reinvestment of dividends or dividend equivalents
in additional Restricted Stock at the time of any dividend payment shall only be
permissible if sufficient shares of Stock are available under Section 3 for
reinvestment (taking into account then outstanding Stock Options).


                                       9





<PAGE>


      (f) The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware.

SECTION 10. EFFECTIVE DATE OF PLAN.

      The Plan was originally effective January 1, 2001; and approved by the
holders of a majority of the shares of the Company's Common Stock on March 28,
2001. The first Amendment and Restatement of the Plan was effective as of
January 1, 2003, and approved by the holders of a majority of the shares of the
Company's Common Stock on March 25, 2003. This Amendment of the Plan is
effective as of January 1, 2004, subject to approval by a majority of the shares
of the Company's Common Stock at the first meeting of stockholders to be held in
2004. Any grants made under the Plan prior to such approval shall be effective
when made (unless otherwise specified by the Committee at the time of grant),
but shall be conditioned on, and subject to, such approval of the Plan by such
stockholders. Notwithstanding any other provision of the Plan to the contrary,
no Option, or Stock Appreciation Right may be exercised, and no Restricted Stock
Award shall become vested until such approval.

SECTION 11. TERM OF PLAN.

      No Stock Option, Stock Appreciation Right, or Restricted Stock Award shall
be granted pursuant to this Amended and Restated Plan on or after December 31,
2006, but awards granted prior to such date may extend beyond that date.





                                       10




</TEXT>
</DOCUMENT>
