SPORTS AUTHORITY INC /DE/
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


                                                                    EXHIBIT 10.1

                           THE SPORTS AUTHORITY, INC.
                               DIRECTOR STOCK PLAN
                          (Amended September 12, 2000)

1.       Purpose.
         -------

         1.1 The Sports Authority, Inc. Director Stock Plan is intended to
increase the proprietary interest of non-employee members of the Board of
Directors of The Sports Authority, Inc. by providing further opportunity for
ownership of the Company's common shares. By means of such increased proprietary
interest, the Plan is intended to increase their incentive to contribute to the
success of the Company's business.

         1.2 The Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, as such Rule may be amended from time to time,
and shall be interpreted in a manner consistent with the requirements thereof,
as now or hereafter construed, interpreted and applied by regulations, rulings
and cases.

2.       Definitions.
         -----------

                  As used in this Plan, the following words and phrases shall
have the meanings indicated:

                  (a) "Annual Retainer" shall mean the annual retainer fee paid
by the Company to a Participant for his or her services as a director, and shall
not include meeting fees.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Change in Control" shall mean the occurrence of an event
described in Article 11 hereof.

                  (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                  (e) "Committee" shall mean the Compensation Committee of the
Board.

                  (f) "Committee Chair Retainer" shall mean the portion of the
annual retainer fee, if any, paid by the Company to a Participant for his or her
services as chair of one of the Board's committees.

                  (g) "Company" shall mean The Sports Authority, Inc., a
corporation organized under the laws of the State of Delaware, or any successor
corporation.

<PAGE>

                  (h) "Date of Grant" shall mean the date on which an Option is
granted pursuant to Article 10.

                  (i) "Deferred Shares" means Shares or Restricted Shares that
are deferred at the election of a Participant pursuant to Article 7.

                  (j) "Disability" shall mean a Participant's total and
permanent inability to perform his or her duties to the Company by reason of any
medically determinable physical or mental impairment, as determined by a
physician selected by the Participant and acceptable to the Company.

                  (k) "Dividend Equivalents" shall mean amounts credited
pursuant to Article 8.

                  (l) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.

                  (m) "Fair Market Value" per Share shall mean the closing price
on the New York Stock Exchange Composite Transactions Tape (or its equivalent if
the Shares are not traded on the New York Stock Exchange) of a Share on the
relevant valuation date or, if the Shares are not traded on that date, the
trading day immediately prior to the relevant valuation date.

                  (n) "Option" shall mean an option to purchase Shares granted
pursuant to Article 10.

                  (o) "Participant" shall mean a non-employee member of the
Board.

                  (p) "Plan" shall mean The Sports Authority, Inc. Director
Stock Plan, as amended from time to time.

                  (q) "Plan Quarter" shall mean a calendar quarter ending on the
date of the annual meeting of the Company's shareholders and on each of August
31, November 30 or February 28 (or 29).

                  (r) "Plan Year" shall mean the approximately 12-month period
beginning on the day after the date of each annual meeting of the Company's
shareholders and ending on the date of the next following annual meeting of the
Company's shareholders.

                  (s) "Restricted Period" shall have the meaning given in
Section 6.3(c).

                  (t) "Restricted Share" shall mean a Share granted subject to
restrictions pursuant to Article 6.

<PAGE>

                  (u) "Rule 16b-3" shall mean Rule 16b-3, as in effect from time
to time, promulgated by the Securities and Exchange Commission under Section 16
of the Exchange Act, including any successor to such Rule.

                  (v) "Shares" shall mean the common shares of the Company, $.01
par value.

3.       Shares.
         ------

          The maximum number of Shares which shall be reserved for the grant of
Shares, Restricted Shares and Options under the Plan shall be 600,000 Shares,
which number shall be subject to adjustment as provided in Article 12 hereof.
Such Shares may be either authorized but unissued Shares or Shares that shall
have been or may be reacquired by the Company. If any Restricted Shares under
the Plan are forfeited and reacquired by the Company, or if any Options
terminate or expire unexercised, the Shares forfeited or covered by the
terminated or expired Option shall (unless the Plan shall have been terminated)
again become available for use under the Plan.

4.       Grants of Shares for Meeting Fees.
         ---------------------------------

         4.1 Meeting Fees. The meeting fees of each Participant may be provided
in the form of a grant of Shares made on the last business day of the Plan
Quarter in which the relevant meetings occur, if the Board so determines. Shares
so granted shall have a Fair Market Value on such date equal to the aggregate
amount of the meeting fees for the Participant with respect to meetings
occurring in such Plan Quarter. Such Shares shall not be sold until at least six
months after their date of grant. Fractional Shares shall be paid in cash.

         4.2 Grants Subject to Deferral Election, if Any. The provisions of this
Article 4 with respect to grants of Shares shall be subject to any deferral
election made with respect to such Shares by a Participant in accordance with
Article 7.

5.       Election to Receive Annual Retainer and Committee Chair Retainer in the
         -----------------------------------------------------------------------
Form of Options or Restricted Shares.
-------------------------------------

         5.1 Elections. Before the beginning of each Plan Year, each Participant
may elect to receive his or her Annual Retainer and Committee Chair Retainer, if
applicable, for the Plan Year in the form of Restricted Shares as described in
Article 6 or in the form of Options as described in Article 10, or as a
combination of Restricted Shares and Options. The election shall be made by
filing a written election with the Secretary of the Company before the beginning
of the Plan Year. The election shall be irrevocable as of the first day of the
Plan Year.

<PAGE>

         5.2 Elections for New Participants. If an individual becomes a
Participant during a Plan Year, the Participant may elect to receive his or her
Annual Retainer and Committee Chair Retainer, if applicable, for the Plan Year
in the form of Restricted Shares or Options, or as a combination thereof, by
filing a written election with the Secretary of the Company before the date of
the next Board meeting or the next meeting of such Board committee thereafter
and shall become irrevocable on the last day prior to such date.

         5.3 Failure to Make an Election. If a Participant makes no election
under this Article 5 for a Plan Year, the Participant's Annual Retainer and
Committee Chair Retainer, if applicable, shall be paid in the form of Restricted
Shares.

6.       Grant of Restricted Shares for Annual Retainer and Committee Chair
         ------------------------------------------------------------------
Retainer.
---------

         6.1 Grants of Restricted Shares for Annual Retainer and Committee Chair
Retainer. Each individual who is a Participant at the beginning of a Plan Year
shall receive his or her Annual Retainer, and each individual who is a chair of
a Board committee at the beginning of a Plan Year shall receive his or her
Committee Chair Retainer, in the form of a grant of Restricted Shares made on
the first business day of the Plan Year, except to the extent such Participant
elects to receive Options pursuant to Section 5.1. The Restricted Shares so
granted shall have a Fair Market Value on such date equal to the amount of the
Annual Retainer or the Committee Chair Retainer, as the case may be, in effect
on such date for the Participant. Fractional Shares shall be paid in cash.

         In the case of an individual who becomes a Participant or the chair of
a Board committee during a Plan Year, his or her Annual Retainer or Committee
Chair Retainer, as the case may be, with respect to such Plan Year shall be
provided in the form of a grant of Restricted Shares made on the date he or she
becomes a Participant or chair of a Board committee, except to the extent such
Participant elects to receive Options pursuant to Section 5.2. The Restricted
Shares so granted shall have a Fair Market Value on such date equal to the
amount of the applicable Annual Retainer or Committee Chair Retainer, as the
case may be, multiplied by a fraction, the numerator of which is the number of
days remaining in such Plan Year from and after the date the individual becomes
a Participant or chair of a Board committee, as the case may be, and the
denominator of which is the number of days in the Plan Year. Fractional Shares
shall be paid in cash.

         If an increase in the Annual Retainer or Committee Chair Retainer
becomes effective during a Plan Year, an additional grant of Restricted Shares
shall be made on the last day of the Plan Quarter in which the increase in the
Annual Retainer or Committee Chair Retainer, as the case may be, becomes
effective. The Restricted Shares so granted shall have a Fair Market Value on
such date equal to the amount of such increase multiplied by a fraction, the
numerator of which is the number of days remaining in the Plan Year from and
after the effective date of the increase and the denominator of which is 365.
Fractional Shares shall be paid in cash. Any increase in the Annual Retainer or

<PAGE>

Committee Chair Retainer during a Plan Year shall be paid in Restricted Shares,
without regard to whether the Participant elected to receive such retainer as of
the beginning of the Plan Year in the form of Options.

         6.2 Grants Subject to Deferral Election, if Any. All provisions of this
Article 6 with respect to grants of Restricted Shares shall be subject to any
deferral election made with respect to all or any portion of such Restricted
Shares by a Participant in accordance with Article 7.

         6.3      Terms of Restricted Shares. Each grant of Restricted Shares
                  --------------------------
under the Plan shall comply with the following terms and conditions:

                  (a) Each grant shall state the number of Restricted Shares to
be granted.

                  (b) Restricted Shares may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of (except by will or the applicable
laws of descent and distribution) during the Restricted Period.

                  (c) Subject to Sections 6.3(d) and 6.3(f) hereof, the
Restricted Period for Restricted Shares granted under the Plan shall begin with
their grant and end upon completion of the Plan Year in which they are granted.

                  (d) Except as provided in Section 6.3(f) hereof, if during the
Restricted Period a Participant's service as a member of the Board (whether or
not a non-employee member) or as chair of a Board committee terminates, the
Participant shall receive a number of unrestricted Shares (except as described
below) determined by multiplying the number of Restricted Shares held by the
Participant by a fraction, the numerator of which shall be the number of days
during which the Participant served as a director or as chair of a Board
committee, as the case may be, during the Restricted Period and the denominator
of which shall be the number of days in the Restricted Period. Any additional
Shares shall be forfeited. The Shares issued shall be subject to the six-month
sale restriction of Section 6.3(g) below.

                  (e) During the Restricted Period, the Participant shall
possess all incidents of ownership of such Restricted Shares, including the
right to vote and to receive dividends with respect to such Restricted Shares,
subject to the restrictions and limitations described in this Article.

                  (f) Upon the termination of a Participant's service as a
member of the Board which results from the Participant's death or Disability, or
upon the occurrence of a Change in Control of the Company, all restrictions then
outstanding with respect to Restricted Shares granted hereunder shall
automatically expire and be of no further force and effect.

<PAGE>

                  (g) Notwithstanding any other provisions hereof, unless an
event described in Section 6.3(f) occurs, no Shares from a grant of Restricted
Shares may be sold until at least six months after the date of grant of the
Restricted Shares.

                  (h) Upon the grant of Restricted Shares, either (i) a share
certificate or certificates representing such Restricted Shares shall be
registered in the Participant's name, shall bear an appropriate legend referring
to the restrictions applicable thereto, and shall be held in custody by an
escrow agent appointed by the Committee for the account of the Participant, or
(ii) the Company's share transfer agent or other designee shall credit such
Restricted Shares to the Participant's Restricted Shares account, which Shares
shall be subject to the restrictions applicable thereto under the Plan. Any
attempt to dispose of any such Shares in contravention of such restrictions
shall be null and void and without effect.

7.       Deferral Elections.
         ------------------

         7.1 Elections. Each Participant may elect to defer the receipt (a
"Deferral Election") of all or a portion of the Shares under Article 4 and the
Restricted Shares under Article 6 that are otherwise deliverable to the
Participant with respect to his or her services as a director during a Plan Year
("Deferred Shares"). When the applicable deferral period ends, such Deferred
Shares shall be deliverable in unrestricted Shares.

         The Participant shall elect (a) that Deferred Shares be distributed in
a lump sum or in equal annual installments (not exceeding ten), and (b) that the
lump sum or first installment be distributed on the tenth day of the calendar
year immediately following either (i) the year in which the Participant ceases
to be a director of the Company, or (ii) the earlier of the year in which the
Participant ceases to be a director of the Company or a date designated by the
Participant, provided, however, that any such election shall be subject to
Article 9 hereof. Installments subsequent to the first installment shall be
distributed on the tenth day of each succeeding calendar year until all of the
Participant's Deferred Shares shall have been distributed.

         In the event the Participant should die before all of the Participant's
Deferred Shares have been distributed, the balance of the Deferred Shares shall
be distributed in a lump sum to the person or persons whom the Participant shall
have designated in writing on a form prescribed by and filed with the Committee,
or, if no such designation has been made, to the person or persons to whom the
Participant's rights shall have passed by will or the laws of descent and
distribution. The Committee may require an indemnity and such evidence or other
assurances as it may deem necessary in connection with an exercise by a legal
representative, guardian, beneficiary or successor.

         In the event the Participant should terminate his or her service as a
member of the Board during the period which would have been a Restricted Period
with respect to a particular grant of Deferred Shares hereunder, except that the
Participant made an

<PAGE>

effective Deferral Election with respect to such grant, such
Deferred Shares shall be treated in the same manner as Restricted Shares under
Sections 6.3(d) and 6.3(f) hereof.

         7.2      Timing and Form of Deferral Elections.  Any deferral election:
                  -------------------------------------

                  (a) shall be in the form of a document executed by the
Participant and filed with the Secretary of the Company,

                  (b) shall be made before the first day of the Plan Year in
which the applicable retainer fee or meeting fees are earned and shall become
irrevocable on the last day prior to the beginning of such Plan Year (except
that an election with respect to the first Plan Year in which an individual
becomes a Participant or the chair of a Board committee shall be made before the
date of the next Board meeting or the next meeting of such Board committee
thereafter and shall become irrevocable on the last day prior to such date), and

                  (c) shall continue until a Participant ceases to be a director
or until he or she terminates or modifies such election by written notice, any
such termination or modification to be effective as of the end of the Plan Year
in which such notice is given with respect to fees payable in subsequent Plan
Years.

8.       Dividend Equivalents.
         --------------------

         Deferred Shares shall be credited with an amount equivalent to the
dividends which have been paid on an equal number of outstanding Shares
("Dividend Equivalents"). Dividend Equivalents shall be credited as of the
payment date of such dividends. Deferred Shares held pending distribution shall
continue to be credited with Dividend Equivalents.

         Dividend Equivalents so credited shall be converted into an additional
whole number of Deferred Shares as of the payment date of the dividend (based on
the Fair Market Value of a Share on such payment date). Such Deferred Shares
shall thereafter be treated in the same manner as any other Deferred Shares
under the Plan. Dividend Equivalents resulting in fractional shares shall be
held for the credit of the Participant until the next dividend payment date and
shall be converted into Deferred Shares on such date. Upon the final
distribution of the Participant's Deferred Shares, any Dividend Equivalents not
previously converted into Deferred Shares shall be paid in cash.

9.       Effect of Certain Events.
         ------------------------

         Notwithstanding a deferral election pursuant to Article 7 hereof:

                  (a) If, as determined by the Board in its sole discretion, the
Participant (during or following his or her membership on the Board) engages in
any activity or association in competition with or adverse or detrimental to the
interests of the Company

<PAGE>

(i) all of such Participant's Deferred Shares shall be distributed immediately
in the form of Shares, (ii) Dividend Equivalents not yet converted into Deferred
Shares shall be distributed immediately in cash, and (iii) all of such
Participant's fees earned and not yet converted into Shares, Restricted Shares
or Deferred Shares under the terms of this Plan shall be distributed in the form
of Shares as soon as practicable, with any fractional Share being distributed in
cash.

                  (b) Upon the occurrence of a Change in Control, (i) all
Deferred Shares to the extent credited prior to the Change in Control shall be
distributed immediately in the form of Shares, and (ii) all Dividend Equivalents
not yet converted into Deferred Shares and all fees earned and not yet converted
into Shares, Restricted Shares, Deferred Shares or Options under the terms of
this Plan shall be distributed immediately in cash.

10.      Grant of Options.
         ----------------

         10.1 Grant of Options With Respect to Annual Retainers and Committee
Chair Retainers. Each individual who is a Participant at the beginning of a Plan
Year and who has elected to receive Options for the Plan Year pursuant to
Article 5 shall have that portion of his or her Annual Retainer and Committee
Chair Retainer, if any, for the Plan Year which he or she designates converted
into an Option to purchase Shares. The Company shall grant the Option, at the
direction of the Committee, on the first business day of the Plan Year (the
"Date of Grant"). The Board may determine that Option grants shall be subject to
approval of the Board. Each Option shall be a non-qualified stock option and
shall be evidenced by a Share Option Agreement in such form as the Committee
shall approve. The number of Shares to be covered by the Option shall be
determined by dividing the designated portion of the Annual Retainer or
Committee Chair Retainer by the value of an option and shall be rounded down to
the nearest whole Share. The Committee shall have sole discretion to determine
the value of an option, provided that the value of an option shall in no event
be less than the greater of (i) $2.50, or (ii) the value (as of the last trading
day immediately before the Date of Grant) of an option to purchase Shares for a
ten-year period, as determined by the Black-Scholes option pricing formula. Any
portion of an Annual Retainer or Committee Chair Retainer that is not converted
into an Option shall be paid in the form of Restricted Shares, except that
fractional Shares shall be paid in cash.

         10.2 Discretionary Option Grants. The Committee shall have authority
              ---------------------------
from time to time to grant Options to Participants, provided that all such
grants shall be on a uniform basis.

         10.3 Option Price. The option exercise price of each Option granted
              ------------
under the Plan shall be the Fair Market Value on the Date of Grant of the Shares
covered by the Option.

<PAGE>

         10.4 New Participants. An individual who becomes a Participant or the
chair of a Board committee during a Plan Year and who elects to receive an
Option for the Plan Year pursuant to Article 5 shall receive an Option on the
date he or she becomes a Participant or the chair of a Board committee. The
Committee shall grant the Participant an Option based on the Participant's
Annual Retainer or Committee Chair Retainer multiplied by a fraction, the
numerator of which is the number of days remaining in such Plan Year from and
after the date the individual becomes a Participant or the chair of a Board
committee and the denominator of which is the number of days in the Plan Year.
The Option shall be based on the Fair Market Value of Shares in the manner
described in Section 10.1, except that the Date of Grant shall be the last
business day of the Plan Quarter in which the individual becomes a Participant
or the chair of a Board committee.

          10.5    Option Term; Vesting.
                  --------------------

                  (a) An Option may not be exercised after the first to occur of
(i) ten years from the Date of Grant or (ii) three months after the Participant
ceases to be a Director for any reason. Any Option not exercised within the
foregoing Option term shall automatically terminate at the expiration of such
Option term.

                  (b) Except as set forth below, an Option may not be exercised
until the end of the Plan Year in which the Option is granted, and shall be
exercisable as of that date only if the Participant has continued to serve as a
director of the Company through that Plan Year. Except as provided below, if a
Participant ceases to be a member of the Board during such Plan Year, the Option
shall terminate. In that event, the Company shall grant to the Participant
unrestricted Shares (except as provided below) in the amount that would have
been computed for the Plan Year pursuant to Section 6.3(d) if the Participant
had elected to have his or her Annual Retainer paid in the form of Restricted
Shares. The Shares issued shall be subject to the six-month sale restriction of
Section 6.3(g), with the six-month period measured from the Date of Grant of the
Option.

                  (c) If a Participant ceases to be a member of the Board on
account of the Participant's death or Disability, or upon the occurrence of a
Change in Control of the Company, the Participant's outstanding Options shall be
fully vested and exercisable. In the event of the death of a Participant, the
Participant's outstanding Options may be exercised by the person or persons whom
the Participant shall have designated in writing on a form prescribed by and
filed with the Committee, or, if no such designation has been made, by the
person or persons to whom the Participant's rights shall have passed by will or
the laws of descent and distribution. The Committee may require an indemnity and
such evidence or other assurances as it may deem necessary in connection with an
exercise by a legal representative, guardian, beneficiary or successor.

         10.6     Exercise and Payment.
                  --------------------

                  (a) An exercisable Option may be exercised by notice (in the
form prescribed by the Committee) to the Company specifying the number of Shares
to be

<PAGE>

purchased. Payment for the number of Shares purchased upon the exercise of an
Option shall be made in full at the price provided for in the applicable Share
Option Agreement. Such purchase price shall be paid by the delivery to the
Company of cash (including check or similar draft) in United States dollars or
whole Shares (subject to any restrictions the Committee may impose), or a
combination thereof. Shares used in payment of the purchase price shall be
valued at their Fair Market Value as of the date the notice of exercise is
received by the Company. Any Shares delivered to the Company shall be in such
form as is acceptable to the Company.

                  (b) The Company may defer making delivery of Shares under the
Plan until satisfactory arrangements have been made for the payment of any tax
attributable to exercise of the Option. The Committee may, in its sole
discretion, permit a Participant to elect, in such form and at such time as the
Committee may prescribe, to pay all or a portion of any taxes arising in
connection with the exercise of an Option by electing to (a) have the Company
withhold whole Shares, or (b) deliver other whole Shares previously owned by the
Participant having a Fair Market Value not greater than the amount to be
withheld; provided that the amount to be withheld shall not exceed the total
Federal, State and local tax withholding obligations associated with the
transaction.

         10.7 Nontransferability. No Option or any rights with respect thereto
              ------------------
shall be subject to any debts or liabilities of a Participant, nor shall they be
assignable or transferable except by will or the laws of descent and
distribution; provided that, if the Committee deems it appropriate, an Option
may permit the Participant to transfer the Option to one or more transferees
during the Participant's lifetime, and such transferees may exercise rights
thereunder in accordance with the terms hereof, but only if and to the extent
permitted by the Committee.

         10.8 Rights as a Shareholder. A Participant shall have no rights as a
              -----------------------
record holder with respect to Shares covered by his or her Option until the date
of issuance to him or her of a certificate evidencing such Shares after the
exercise of such Option and payment in full of the purchase price. No adjustment
will be made for cash dividends for which the record date is prior to the date
such certificate is issued.

11.      Change in Control of the Company.
         --------------------------------

         The first to occur of any of the following events shall be deemed a
Change in Control of the Company; provided, however, that in no event shall the
initial public offering of the Shares be deemed a Change in Control of the
Company for purposes of this Plan:

                  (i) the "beneficial ownership" (as defined in Rule 13d-3 under
the Exchange Act) of securities representing more than 20% of the combined
voting power of the Company is acquired by any "person," as defined in sections
13(d) and 14(d) of the Exchange Act (other than the Company or any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company), or

<PAGE>

                  (ii) the shareholders of the Company approve a definitive
agreement to merge or consolidate the Company with or into another corporation
or to sell or otherwise dispose of all or substantially all of its assets, or
adopt a plan of liquidation, or

                  (iii) during any period of three consecutive years beginning
after the completion of the initial public offering of the Shares, individuals
who at the beginning of such period were members of the Board cease for any
reason to constitute at least a majority thereof (unless the election, or the
nomination for election by the Company's shareholders, of each new director was
approved by a vote of at least a majority of the directors then still in office
who were directors at the beginning of such period or whose election or
nomination was previously so approved).

12.      Effect of Certain Changes.
         -------------------------

         In the event of any extraordinary dividend, share dividend,
recapitalization, merger, consolidation, share split, warrant or rights
issuance, or combination or exchange of such shares, or other similar
transactions, the number and type of Shares available for grant, the number and
type of outstanding Restricted Shares, Deferred Shares and Options, and the
Option price of outstanding Options shall be equitably adjusted by the Committee
to reflect such event and preserve the value of such grants, and the Committee
may make such other adjustments to the terms of outstanding Restricted Shares,
Deferred Shares and Options as it may deem equitable under the circumstances;
provided, however, that any fractional Shares resulting from such adjustment
shall be eliminated.

13.      No Rights to Continuance as Director.
         ------------------------------------

         Nothing in the Plan or in any grant made pursuant hereto shall confer
upon any Participant the right to continue to serve as a member of the Company's
Board or to be entitled to any remuneration or benefits not set forth in the
Plan.

14.      Administration.
         --------------

         The Plan shall be administered by the Committee, except as otherwise
specifically provided in the Plan. The Committee shall have the full authority
and discretion to make such interpretations and constructions of the Plan as are
necessary to administer the Plan in accordance with, and subject to, the Plan's
provisions. Without limiting the foregoing, the Committee is specifically
authorized to make such modifications to the administration of the Plan as it
deems appropriate if an annual meeting of the Company's shareholders is not held
on a date that is approximately 12 months after the last annual shareholders
meeting. If the Board deems it appropriate, the Board may reserve the right to
approve grants under the Plan.

<PAGE>

         The Board shall fill all vacancies, however caused, in the Committee.
The Board may from time to time appoint additional members to the Committee, and
may at any time remove one or more Committee members and substitute others. The
Committee may appoint a chairperson and a secretary and make such rules and
regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings. The Committee shall hold its meetings at
such times and places as it shall deem advisable. All determinations of the
Committee shall be made by a majority of its members either present in person or
participating by conference telephone at a meeting or by unanimous written
consent. The Committee may delegate to one or more of its members or to one or
more agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may employ
one or more persons to render advice with respect to any responsibility the
Committee or such person may have under the Plan.

         All decisions, determinations and interpretations of the Committee and
the Board shall be final and binding on all persons, including the Company, the
Participant (or any person claiming any rights under the Plan from or through
any Participant) and any shareholder. No member of the Board or Committee shall
be liable for any action taken or determination made in good faith with respect
to the Plan or any grant hereunder.

15.      Amendment and Termination of the Plan.
         -------------------------------------

         The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan; provided, however, that an amendment which requires
shareholder approval in order for the Plan to continue to comply with any law,
regulation or stock exchange requirement shall not be effective unless approved
by the requisite vote of shareholders. Except as provided in Article 12 hereof,
no suspension, termination, modification or amendment of the Plan may adversely
affect any grant previously made, unless the written consent of the Participant
is obtained.

16.      Governing Law.
         -------------

         The Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of Delaware
without giving effect to the choice of law principles thereof, except to the
extent that such law is preempted by federal law.

17.      Term.
         ----

         The Plan shall remain in effect until the last day of the Plan Year
ending in 2009, but in no event later than June 30, 2009, unless sooner
terminated by the Board; provided, however, that Shares and Dividend Equivalents
may be delivered pursuant to a Deferral Election after such date, the Restricted
Period of Restricted Shares granted prior to such date may extend beyond such
date, Options granted prior to such date may be exercised

<PAGE>

after such date, and the provisions of the Plan shall continue to apply to such
Deferred Shares, Dividend Equivalents, Restricted Shares and Options.

18.      Miscellaneous.
         -------------

         18.1 The right of a Participant to Restricted Shares, Deferred Shares,
Dividend Equivalents and Options shall be non-assignable (except as specifically
provided otherwise in the Plan) and shall not be subject in any manner to the
debts or other obligations of the Participant or any other person.

         18.2 The Company shall not be required to reserve or otherwise set
aside funds with respect to grants under the Plan.

</TEXT>
</DOCUMENT>
