NORTHWEST AIRLINES CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a2029328zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

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                                                                    EXHIBIT 10.2

                              AMENDED AND RESTATED
                         NORTHWEST AIRLINES CORPORATION
                            1999 STOCK INCENTIVE PLAN

                       (AS AMENDED THROUGH JUNE 29, 2000)


SECTION 1.  PURPOSE.
            --------

     The purpose of the Northwest Airlines Corporation 1999 Stock Incentive Plan
(the "Plan") is to promote the interests of the Company and its stockholders by
assisting the Company and its Affiliates in attracting and retaining employees,
to offer such employees incentives to put forth maximum efforts for the success
of the Company and its Affiliates and to further align employees' interests with
those of the Company's stockholders.

SECTION 2.  DEFINITIONS.
            ------------

     As used in the Plan, the following terms shall have the meanings set forth
below:

         (a) "Affiliate" shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company, and (ii) any
entity in which the Company has a significant equity interest, in each case as
determined by the Committee.

         (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, or Other Stock-Based Award
granted under the Plan.

         (c) "Award Agreement" shall mean any written agreement, contract or
other instrument or document evidencing any Award granted under the Plan.

         (d) "Cause" shall mean with respect to the termination of a
Participant's employment with the Company or any Affiliate (i) an act or acts of
personal dishonesty by the Participant intended to result in substantial
personal enrichment of the Participant at the expense of the Company or an
Affiliate; (ii) an act or acts of personal dishonesty by the Participant
intended to cause substantial injury to the Company or an Affiliate; (iii)
material breach (other than as a result of a Disability) by the Participant of
the Participant's obligations under the terms and conditions of the
Participant's employment, which action was (A) undertaken without a reasonable
belief that the action was in the best interest of the Company or an Affiliate
and (B) not remedied within a reasonable period of time after receipt of written
notice from the Company or an Affiliate specifying the alleged breach, or (iv)
the conviction of the Participant of a felony.

         (e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and any regulations promulgated thereunder. A reference to
any provision of the Code shall include reference to any successor provision of
the Code.

         (f) "Committee" shall mean a committee of the Company designated by the
Board of Directors of the Company to administer the Plan, which shall consist of
members appointed from time to time by the Board of Directors.

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         (g) "Company" shall mean NORTHWEST AIRLINES CORPORATION, a Delaware
corporation, and any successor corporation.

         (h) "Disability" shall mean the Participant's physical or mental
condition which prevents continued performance of his or her duties and for
which the Participant establishes by medical evidence that such condition will
be permanent and continuous during the remainder of the Participant's life or is
likely to be of at least three (3) years' duration.

         (i) "Eligible Person" shall mean any employee, consultant or
independent contractor providing services to the Company or any Affiliate who
the Committee determines to be an Eligible Person.

         (j) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee. Notwithstanding the foregoing,
unless otherwise determined by the Committee, the Fair Market Value of shares on
a given date for purposes of the Plan shall be the average of the opening and
closing sale prices of the shares as reported on the NASDAQ National Market
System on such date or, if such System is not open for trading on such date, on
the day closest to such date when such System is open for trading.

         (k) "Option" shall mean an option granted under Section 6(a) of the
Plan that shall not be an incentive stock option within the meaning of Section
422 of the Code or any successor provision.

         (l) "Other Stock-Based Award" shall mean any right granted under
Section 6(e) of the Plan.

         (m) "Participant" shall mean an Eligible Person designated to be
granted an Award under the Plan.

         (n) "Performance Award" shall mean any right granted under Section 6(d)
of the Plan.

         (o) "Person" shall mean any individual, corporation, partnership,
association or trust.

         (p) "Plan" shall mean this 1999 Stock Incentive Plan, as amended from
time to time.

         (q) "Restricted Stock" shall mean any Share granted under Section 6(c)
of the Plan.

         (r) "Restricted Stock Unit" shall mean any unit granted under Section
6(c) of the Plan evidencing the right to receive a Share (or a cash payment
equal to the Fair Market Value of a Share) at some future date.

         (s) "Retirement" shall mean separation from service with the Company or
an Affiliate pursuant to a pension plan maintained by the Company or such
Affiliate.

         (t) "Shares" shall mean shares of Common Stock, $0.01 par value, of the
Company or such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(c) of the Plan.

         (u) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.

SECTION 3.  ADMINISTRATION.

                                      -2-

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         (a) POWER AND AUTHORITY OF THE COMMITTEE. The Plan shall be
administered by the Committee. Subject to the express provisions of the Plan and
to applicable law, the Committee shall have full power and authority to:

                  (i)  designate Participants;

                  (ii) determine the type or types of Awards to be granted to
         each Participant under the Plan;

                  (iii) determine the number of shares to be covered by (or with
         respect to which payments, rights or other matters are to be calculated
         in connection with) each Award;

                  (iv)  determine the terms and conditions of any Award or Award
         Agreement;

                  (v) amend the terms and conditions of any Award or Award
         Agreement and accelerate the exercisability of Options or the lapse of
         restrictions relating to Restricted Stock, Restricted Stock Units or
         other Awards;

                  (vi) determine whether, to what extent and under what
         circumstances Awards may be exercised in cash, shares, other
         securities, other Awards or other property, or canceled, forfeited or
         suspended;

                  (vii) determine whether, to what extent and under what
         circumstances cash, shares, other securities, other Awards, other
         property and other amounts payable with respect to an Award under the
         Plan shall be deferred either automatically or at the election of the
         holder thereof or the Committee;

                  (viii) interpret and administer the Plan and any instrument or
         agreement relating to, or Award made under, the Plan;

                  (ix) establish, amend, suspend or waive such rules and
         regulations and appoint such agents as it shall deem appropriate for
         the proper administration of the Plan; and

                  (x) make any other determination and take any other action
         that the Committee deems necessary or desirable for the administration
         of the Plan.

Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award and any employee of the
Company or any Affiliate.

         (b) DELEGATION. Except to the extent prohibited by applicable law, the
Committee may allocate all or any portion of its powers and duties under the
Plan to any one or more of its members and may delegate its powers and duties
under the Plan to any person or persons selected by it, subject to such terms,
conditions and limitations as the Committee may establish in its sole
discretion. Any such allocation or delegation may be revoked by the Committee at
any time.

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         (c) POWER AND AUTHORITY OF THE BOARD OF DIRECTORS. Notwithstanding
anything to the contrary contained herein, the Board of Directors may, at any
time and from time to time, without any further action of the Committee,
exercise the powers and duties of the Committee under the Plan.

SECTION 4.  SHARES AVAILABLE FOR AWARDS.

         (a) SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as provided
in Section 4(c), the aggregate number of shares that may be issued under all
Awards under the Plan shall be 4,000,000, subject to the following:

         (i) If any shares covered by an Award or to which an Award relates are
     not purchased or are forfeited, or if an Award otherwise terminates without
     delivery of any shares, then the number of shares counted against the
     aggregate number of shares available under the Plan with respect to such
     Award, to the extent of any such forfeiture or termination, shall again be
     available for granting Awards under the Plan.

         (ii) If the exercise price of any Option granted under the Plan is
     satisfied by tendering shares to the Company, only the number of shares
     issued net of the shares tendered shall be deemed issued under the Plan.

         (iii) Shares delivered under the Plan in settlement, assumption or
     substitution of outstanding awards (or obligations to grant future awards)
     under the plans or arrangements of another entity shall not reduce the
     aggregate number of shares available under the Plan to the extent that such
     settlement, assumption or substitution is a result of the Company or an
     Affiliate acquiring another entity (or an interest in another entity).

Shares to be issued under the Plan shall be shares reacquired and held in the
treasury of the Company.

         (b) ACCOUNTING FOR AWARDS. For purposes of this Section 4, if an Award
entitles the holder thereof to receive or purchase shares, the number of shares
covered by such Award or to which such Award relates shall be counted on the
date of grant of such Award against the aggregate number of shares available for
granting Awards under the Plan.

         (c) ADJUSTMENTS. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of shares or other securities of the Company, issuance of
warrants or other rights to purchase shares or other securities of the Company
or other similar corporate transaction or event affects the shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of shares (or
other securities or other property) which thereafter may be made the subject of
Awards, (ii) the number and type of shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase or exercise price
with respect to any Award; provided, however, that the number of shares covered
by any Award or to which such Award relates shall always be a whole number.

SECTION 5.  ELIGIBILITY.

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         Any Eligible Person shall be eligible to be designated a Participant.
In determining which Eligible Persons shall receive an Award and the terms of
any Award, the Committee may take into account the nature of the services
rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company or such other factors as the
Committee, in its discretion, shall deem relevant.

SECTION 6.  AWARDS.

         (a) OPTIONS. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

           (i) EXERCISE PRICE. The purchase price per Share purchasable
         under an Option shall be the price specified by the Committee.

           (ii)  OPTION TERM. The term of each Option shall be fixed by the
         Committee.

           (iii) PERIOD OF EXERCISE; TERMINATION OF EMPLOYMENT. The
         Committee shall determine the time or times at which an Option may be
         exercised in whole or in part and shall provide for exercisability of
         Options in the event of death, disability, retirement or other
         termination of employment of the Participant. Unless otherwise provided
         in any applicable Award Agreement or otherwise determined by the
         Committee, the following provisions shall apply with respect to the
         exercisability of Options previously granted to a Participant under the
         Plan in the event the Participant's employment with the Company or any
         Affiliate is terminated:

                  (A) RETIREMENT. If a Participant's employment with the Company
         or any Affiliate is terminated by reason of the Participant's
         Retirement, then any portion of any Option previously granted to the
         Participant that was exercisable as of the date of such Retirement and
         not previously exercised may be exercised by the Participant at any
         time within one (1) year after the date of such Retirement; provided,
         however, that if the Participant dies or becomes Disabled within one
         (1) year after such Retirement, then any portion of the Option that was
         exercisable as of the date of the Participant's Retirement and not
         previously exercised shall not terminate pursuant to this Section
         6(a)(iii) and may be exercised during the remainder of the term of the
         Option by the Participant or by the estate of the Participant or a
         person who shall have acquired the right to exercise the Option by
         bequest or inheritance. Any portion of any such Option that was not
         exercisable as of the date of such Retirement shall be canceled
         immediately upon such Retirement.

                  (B) DEATH OR DISABILITY. If a Participant's employment with
         the Company or any Affiliate is terminated by reason of the
         Participant's death or Disability, then any portion of any Option
         previously granted to the Participant that was exercisable as of the
         date of such death or Disability and not previously exercised shall not
         terminate and may be exercised during the remainder of the term of the
         Option by the Participant or by the estate of the Participant or a
         person who shall have acquired the right to exercise the Option by
         bequest or inheritance. Any portion of any such Option that was not
         exercisable as of the date of such death or Disability shall be
         canceled immediately upon such death or Disability.

                                      -5-

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                  (C) TERMINATION OF EMPLOYMENT FOR CAUSE. If a Participant's
         employment with the Company or any Affiliate shall terminate for Cause,
         any Option previously granted to the Participant, to the extent not
         previously exercised, shall be canceled immediately upon such
         termination of employment.

                  (D) TERMINATION OF EMPLOYMENT OTHER THAN FOR CAUSE, DEATH,
         DISABILITY OR RETIREMENT. If a Participant's employment with the
         Company or any Affiliate shall be terminated otherwise than by reason
         of Cause, death, Disability or Retirement, any portion of any Option
         previously granted to the Participant that was exercisable as of the
         date of such termination of employment and not previously exercised may
         be exercised by the Participant at any time within ninety (90) days
         after the date of such termination of employment. Any portion of any
         such Option that was not exercisable as of the date of such termination
         of employment shall be canceled immediately upon such termination of
         employment.

         (iv) MANNER OF EXERCISE. All Options granted under the Plan shall be
     exercised by delivery of written notice of exercise to the Secretary of the
     Company and payment of the exercise price for the shares being purchased
     pursuant to the Option. Except as otherwise determined by the Committee,
     the exercise price for the shares purchased pursuant to an Option may be
     paid:

                  (A) in United States dollars in cash or by check, bank draft
         or money order payable to the order of the Company;

                  (B) through the delivery of shares with an aggregate Fair
         Market Value on the exercise date equal to the exercise price;

                  (C) by delivery of irrevocable instructions to a financial
         institution to sell the shares acquired upon exercise of the Option or
         a sufficient portion thereof and remit promptly to the Company the
         portion of the sale or loan proceeds sufficient to pay the exercise
         price;

                  (D) by the withholding of shares otherwise to be delivered
         upon exercise of the Option with a Fair Market Value equal to the
         exercise price; or

                  (E) by any combination of the above methods of payment or by
         such other means and in such other forms (including, without
         limitation, promissory notes, other securities, other Awards or other
         property, or any combination thereof, having a Fair Market Value on the
         exercise date equal to the relevant exercise price) as the Committee
         shall determine.

     (b) STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to grant
Stock Appreciation Rights to Participants subject to the terms of the Plan and
any applicable Award Agreement. A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof
the excess of (i) the Fair Market Value of one Share on the date of exercise
(or, if the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the Stock
Appreciation Right as specified by the Committee. Subject to the terms of the
Plan and any applicable Award Agreement, the grant price, term, methods of
exercise, dates of exercise, methods of settlement and any other terms and
conditions of any Stock Appreciation Right shall be as determined by

                                      -6-

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the Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.

         (c) RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Committee is
hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units
to Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

            (i) RESTRICTIONS. Shares of Restricted Stock and Restricted Stock
         Units shall be subject to such restrictions as the Committee may impose
         (including, without limitation, any limitation on the right to vote a
         Share of Restricted Stock or the right to receive any dividend or other
         right or property with respect thereto), which restrictions may lapse
         separately or in combination at such time or times, in such
         installments or otherwise as the Committee may deem appropriate.

            (ii) STOCK CERTIFICATES. Any Restricted Stock granted under the Plan
         shall be evidenced by issuance of a stock certificate or certificates,
         which certificate or certificates shall be held by the Company. Such
         certificate or certificates shall be registered in the name of the
         Participant and shall bear an appropriate legend referring to the
         terms, conditions and restrictions applicable to such Restricted Stock.
         In the case of Restricted Stock Units, no shares shall be issued at the
         time such Awards are granted.

            (iii) FORFEITURE; DELIVERY OF SHARES. Except as otherwise determined
         by the Committee, upon termination of employment (as determined under
         criteria established by the Committee) during the applicable
         restriction period, all shares of Restricted Stock and all Restricted
         Stock Units at such time subject to restriction shall be forfeited and
         reacquired by the Company; provided, however, that the Committee may,
         when it finds that a waiver would be in the best interest of the
         Company, waive in whole or in part any or all remaining restrictions
         with respect to shares of Restricted Stock or Restricted Stock Units.
         Any Share representing Restricted Stock that is no longer subject to
         restrictions shall be delivered to the holder thereof promptly after
         the applicable restrictions lapse or are waived. Upon the lapse or
         waiver of restrictions and the restricted period relating to Restricted
         Stock Units evidencing the right to receive shares, such shares shall
         be issued and delivered to the holders of the Restricted Stock Units.

         (d) PERFORMANCE AWARDS. The Committee is hereby authorized to grant
Performance Awards to Participants subject to the terms of the Plan and any
applicable Award Agreement. A Performance Award granted under the Plan (i) may
be denominated or payable in cash, shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan and
any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made
pursuant to any Performance Award and any other terms and conditions of any
Performance Award shall be determined by the Committee.

         (e) OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to
grant to Participants such other Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or related to,
shares (including, without limitation, securities convertible into shares), as
are deemed

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by the Committee to be consistent with the purpose of the Plan; provided,
however, that such grants must comply with applicable law. Subject to the terms
of the Plan and any applicable Award Agreement, the Committee shall determine
the terms and conditions of such Awards. Shares or other securities delivered
pursuant to a purchase right granted under this Section 6(e) shall be purchased
for such consideration, which may be paid by such method or methods and in such
form or forms (including without limitation, cash, shares, promissory notes,
other securities, other Awards or other property or any combination thereof), as
the Committee shall determine, the value of which consideration, as established
by the Committee, shall not be less than 100% of the Fair Market Value of such
shares or other securities as of the date such purchase right is granted.

         (f)  GENERAL.
              -------

                 (i) NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted
         for no cash consideration or for such minimal cash consideration as may
         be required by applicable law.

                 (ii) AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may,
         in the discretion of the Committee, be granted either alone or in
         addition to, in tandem with or in substitution for any other Award or
         any award granted under any plan of the Company or any Affiliate other
         than the Plan. Awards granted in addition to or in tandem with other
         Awards or in addition to or in tandem with awards granted under any
         such other plan of the Company or any Affiliate may be granted either
         at the same time as or at a different time from the grant of such other
         Awards or awards.

                 (iii) FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of
         the Plan and of any applicable Award Agreement, payments or transfers
         to be made by the Company or an Affiliate upon the grant, exercise or
         payment of an Award may be made in such form or forms as the Committee
         shall determine (including, without limitation, cash, shares,
         promissory notes, other securities, other Awards or other property or
         any combination thereof), and may be made in a single payment or
         transfer, in installments or on a deferred basis, in each case in
         accordance with rules and procedures established by the Committee. Such
         rules and procedures may include, without limitation, provisions for
         the payment or crediting of reasonable interest on installment or
         deferred payments.

                 (iv)  LIMITS ON TRANSFER OF AWARDS. Unless otherwise determined
         by the Committee:


                         (A) no Award and no right under any such Award shall be
                  transferable by a Participant otherwise than by will or by the
                  laws of descent and distribution; provided, however, that, if
                  so determined by the Committee, a Participant may, in the
                  manner established by the Committee, designate a beneficiary
                  or beneficiaries to exercise the rights of the Participant and
                  receive any property distributable with respect to any Award
                  upon the death of the Participant;

                         (B) each Award or right under any Award shall be
                  exercisable during the Participant's lifetime only by the
                  Participant or, if permissible under applicable law, by the
                  Participant's guardian or legal representative; and

                         (C) no Award or right under any such Award may be
                  pledged, alienated, attached or otherwise encumbered, and any
                  purported pledge, alienation, attachment or encumbrance
                  thereof shall be void and unenforceable against the Company or
                  any Affiliate.

                                      -8-

<PAGE>

         (v)  TERM OF AWARDS. The term of each Award shall be for such period as
     may be determined by the Committee.

         (vi) RESTRICTIONS; SECURITIES EXCHANGE LISTING. All certificates for
     shares or other securities delivered under the Plan pursuant to any Award
     or the exercise thereof shall be subject to such stop transfer orders and
     other restrictions as the Committee may deem advisable under the Plan or
     the rules, regulations and other requirements of the Securities and
     Exchange Commission and any applicable federal or state securities laws,
     and the Committee may cause a legend or legends to be placed on any such
     certificates to make appropriate reference to such restrictions. If the
     shares or other securities are traded on a securities exchange, the Company
     shall not be required to deliver any shares or other securities covered by
     an Award unless and until such shares or other securities have been
     admitted for trading on such securities exchange.

SECTION 7.  AMENDMENT AND TERMINATION; ADJUSTMENTS.
            ---------------------------------------

         Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

         (a)  AMENDMENTS TO THE PLAN. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan.

         (b) AMENDMENTS TO AWARDS. The Committee may waive any conditions of or
rights of the Company under any outstanding Award, prospectively or
retroactively. The Committee may not amend, alter, suspend, discontinue or
terminate any outstanding Award, prospectively or retroactively, without the
consent of the Participant or holder or beneficiary thereof, except as otherwise
herein provided.

         (c) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.

SECTION 8.  CHANGE OF CONTROL.
            ------------------

         (a) Notwithstanding any other provision of the Plan or any Award
Agreement to the contrary, upon the occurrence of a Change of Control (as
defined below) (i) all outstanding Options and Stock Appreciation Rights granted
pursuant to the Plan, to the extent not theretofore exercised or canceled, shall
become exercisable in full for the remainder of the applicable term of such
Award; and (ii) all restrictions applicable to all outstanding Awards granted
pursuant to the Plan, other than Stock Options and Stock Appreciation Rights,
shall be deemed to have been satisfied and such Awards shall immediately vest in
full.

         (b)  For purposes of the Plan, the term "Change of Control" shall mean
any one of the following:

                  (i) Individuals who, as of June 1, 2000, constitute the Board
         of Directors of the Company (the "Incumbent Board") cease for any
         reason to constitute at least a majority of such Board; PROVIDED,
         HOWEVER, that any individual becoming a director subsequent to the

                                      -9-

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         date hereof, whose election, or nomination for election by the
         Company's stockholders, was approved by a vote of at least a majority
         of the directors then comprising the Incumbent Board shall be
         considered as though such individual were a member of the Incumbent
         Board, but excluding, for this purpose, any such individual whose
         initial assumption of office occurs as a result of an actual or
         threatened election contest with respect to the election or removal of
         directors or other actual or threatened solicitation of proxies or
         consents by or on behalf of a Person (as defined below) other than the
         Board of Directors of the Company; or

                  (ii) Consummation by the Company of a reorganization, merger
         or consolidation or sale or other disposition of all or substantially
         all of the assets of the Company (a "Business Combination"), in each
         case, unless, following such Business Combination, (A) all or
         substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the then outstanding shares of
         Common Stock of the Company (or its successor by merger, consolidation
         or purchase of all or substantially all of its assets) (the
         "Outstanding Common Stock") and the combined voting power of the then
         outstanding voting securities of the Company (or its successor by
         merger, consolidation or purchase of all or substantially all of its
         assets) entitled to vote generally in the election of directors (the
         "Outstanding Voting Securities") immediately prior to such Business
         Combination beneficially own, directly or indirectly, more than 50% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from such Business Combination
         (including, without limitation, a corporation which as a result of such
         transaction owns the Company or all or substantially all of the
         Company's assets either directly or through one or more subsidiaries)
         in substantially the same proportions as their ownership immediately
         prior to such Business Combination of the Outstanding Common Stock and
         Outstanding Voting Securities, as the case may be, and (B) at least a
         majority of the members of the board of directors of the corporation
         resulting from such Business Combination were members of the Incumbent
         Board at the time of the execution of the initial agreement or of the
         action of such Board providing for such Business Combination; or

                  (iii)  Approval by the stockholders of the Company of a
         complete liquidation or dissolution of the Company.

As used in this subsection (b), the term "Person" shall mean any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended.

SECTION 9.  INCOME TAX WITHHOLDING.

         In order to comply with all applicable federal or state income tax laws
or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal or state payroll, withholding, income or
other taxes, which are the sole and absolute responsibility of a Participant,
are withheld or collected from such Participant. In order to assist a
Participant in paying

                                      -10-

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all or a portion of the federal and state taxes to be withheld or collected upon
exercise or receipt of (or the lapse of restrictions relating to) an Award, the
Committee, in its discretion and subject to such additional terms and conditions
as it may adopt, may permit the Participant to satisfy such tax obligation by
(i) electing to have the Company withhold a portion of the shares otherwise to
be delivered upon exercise or receipt of (or the lapse of restrictions relating
to) such Award with a Fair Market Value equal to the amount of such taxes or
(ii) delivering to the Company shares other than shares issuable upon exercise
or receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes. The election, if any, must be
made on or before the date that the amount of tax to be withheld is determined.

SECTION 10.  GENERAL PROVISIONS.
             -------------------

         (a) NO RIGHTS TO AWARDS. No Eligible Person, Participant or other
Person shall have any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to any Participant or with respect to
different Participants.

         (b) AWARD AGREEMENTS. No Participant will have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company.

         (c) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other or additional compensation arrangements, and such arrangements
may be either generally applicable or applicable only in specific cases.

         (d) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate, nor will it affect in any way the right of the Company
or an Affiliate to terminate such employment at any time, with or without cause.
In addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.

         (e)  GOVERNING LAW. The validity, construction and effect of the Plan
or any Award, and any rules and regulations relating to the Plan or any Award,
shall be determined in accordance with the laws of the State of Minnesota.

         (f) SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the

                                      -11-

<PAGE>

Award, such provision shall be stricken as to such jurisdiction or Award, and
the remainder of the Plan or any such Award shall remain in full force and
effect.

         (g) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

         (h) NO FRACTIONAL SHARES. No fractional shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional shares or whether such
fractional shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

         (i) HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

SECTION 11.  EFFECTIVE DATE OF THE PLAN.
             ---------------------------

         The Plan shall be effective as of January 28, 1999.

SECTION 12.  TERM OF THE PLAN.

         Unless the Plan shall have been discontinued or terminated as provided
in Section 7(a), the Plan shall be unlimited in duration and shall remain in
effect as long as any Awards granted pursuant to the Plan remain outstanding.

                                      -12-
</TEXT>
</DOCUMENT>
