FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC
2000 EXECUTIVE STOCK OPTION PLAN AS OF 3/17/2000
<DOCUMENT>
<TYPE>EX-10.04
<SEQUENCE>5
<FILENAME>ex10-04.txt
<DESCRIPTION>2000 EXECUTIVE STOCK OPTION PLAN AS OF 3/17/2000
<TEXT>

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                                                                   Exhibit 10.04






                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

                        2000 EXECUTIVE STOCK OPTION PLAN

                         EFFECTIVE AS OF MARCH 17, 2000





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                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

                        2000 EXECUTIVE STOCK OPTION PLAN

                         EFFECTIVE AS OF MARCH 17, 2000


SECTION 1. INTRODUCTION.

     The Company's Board of Directors adopted the Fairchild Semiconductor
     International, Inc. 2000 Stock Option Plan on March 17, 2000. The purpose
     of the Plan is to provide significant long term incentives for the
     management team if they achieve extraordinary stockholder returns. The Plan
     seeks to achieve this purpose by awarding mega-grant stock options to
     certain executives that are exercisable after a specified number of years
     or earlier if certain performance goals are attained. The Plan shall be
     governed by, and construed in accordance with, the laws of the State of
     Maine (except its choice-of-law provisions). Capitalized terms shall have
     the meaning provided in Section 2 unless otherwise provided in this Plan or
     Stock Option Agreement.

SECTION 2. DEFINITIONS.

     (a) "AFFILIATE" means any entity other than a Subsidiary, if the Company
     and/or one or more Subsidiaries own not less than 50% of such entity. For
     purposes of determining an individual's "Service," this definition shall
     include any entity other than a Subsidiary, if the Company, a Parent and/or
     one or more Subsidiaries own not less than 50% of such entity.

     (b) "AWARD" means any award of an Option under the Plan.

     (c) "BOARD" means the Board of Directors of the Company, as constituted
     from time to time.

     (d) "CHANGE IN CONTROL" except as may otherwise be provided in a Stock
     Option Agreement, means the occurrence of any of the following:

          (i)  The consummation of a merger or consolidation of the Corporation
               with or into another entity or any other corporate
               reorganization, if more than 50% of the combined voting power of
               the continuing or surviving entity's securities outstanding
               immediately after such merger, consolidation or other
               reorganization is owned by persons who did not own more than 25%
               of the combined voting power immediately prior to such merger,
               consolidation or other reorganization;

          (ii) The sale, transfer or other disposition of all or substantially
               all of the Company's assets;

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         (iii) Individuals who, as of the date hereof, constitute the Board
               (the "Incumbent Board") cease for any reason to constitute at
               least a majority or the Board; provided, however, that any
               individual becoming a director subsequent to the 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
               other than the Board;

          (iv) Approval by the stockholders of the Company of a complete
               liquidation or dissolution of the Company; or

          (v)  Any transaction as a result of which any person becomes the
               "beneficial owner" (as defined in Rule 13d-3 under the Exchange
               Act), directly or indirectly, of securities of the Company
               representing at least 20% of the total voting power represented
               by the Company's then outstanding voting securities. For purposes
               of this Paragraph (v), the term "person" shall have the same
               meaning as when used in sections 13(d) and 14(d) of the Exchange
               Act but shall exclude:

               (A)  A trustee or other fiduciary holding securities under an
                    employee benefit plan of the Company or a subsidiary of the
                    Company; and

               (B)  A corporation owned directly or indirectly by the
                    stockholders of the Company in substantially the same
                    proportions as their ownership of the common stock of the
                    Company.

          A transaction shall not constitute a Change in Control if its sole
     purpose is to change the state of the Company's incorporation or to create
     a holding company that will be owned in substantially the same proportions
     by the persons who held the Company's securities immediately before such
     transactions.

(e) "CODE" means the Internal Revenue Code of 1986, as amended.

(f) "COMMITTEE" means a committee consisting of one or more members of the Board
that is appointed by the Board (as described in Section 3) to administer the
Plan.

(g) "COMMON STOCK" means the Company's common stock, $0.01 par value per Share.


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(h)  "COMPANY" means Fairchild Semiconductor International, Inc., a Delaware
corporation.

(i)  "DISABILITY" means that the Key Employee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months, or which entitles the Key Employee to receive long-term disability
benefits under the Company's Disability Plan.

(j)  "EMPLOYEE" means any individual who is a common-law employee of the
Company, a Parent, a Subsidiary or an Affiliate.

(k)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(l)  "EXERCISE PRICE" means the amount for which a Share may be purchased upon
exercise of such Option, as specified in the applicable Stock Option Agreement.

(m)  "FAIR MARKET VALUE" means the market price of Shares, determined by the
Committee as follows:

     (i) If the Shares were traded on a stock exchange on the date in question,
then the Fair Market Value shall be equal to the average of the high and low
trading price reported by the applicable composite transactions report for such
date;

     (ii) If the Shares were traded over-the-counter on the date in question and
were classified as a national market issue, then the Fair Market Value shall be
equal to the average of the high and low trading price quoted by the NASDAQ
system for such date;

     (iii) If the Shares were traded over-the-counter on the date in question
but were not classified as a national market issue, then the Fair Market Value
shall be equal to the mean between the last reported representative bid and
asked prices quoted by the NASDAQ system for such date; and

     (iv) If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such basis as
it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in the WALL STREET JOURNAL. Such determination
shall be conclusive and binding on all persons.

(n)  "GRANT" means any grant of an Award under the Plan.

(o)  "KEY EMPLOYEE" means an Employee who has been selected by the Committee to
receive an Award under the Plan.


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     (p) "NONSTATUTORY STOCK OPTION" or "NSO" means a stock option that is not
     an incentive stock option as defined in Code Section 422.

     (q) "OPTION" means a NSO granted under the Plan entitling the Optionee to
     purchase Shares.

     (r) "OPTIONEE" means an individual, estate or other entity that holds an
     Option.

     (s) "PARENT" means any corporation (other than the Company) in an unbroken
     chain of corporations ending with the Company, if each of the corporations
     other than the Company owns stock possessing fifty percent (50%) or more of
     the total combined voting power of all classes of stock in one of the other
     corporations in such chain. A corporation that attains the status of a
     Parent on a date after the adoption of the Plan shall be considered a
     Parent commencing as of such date.

     (t) "PARTICIPANT" means an individual or estate or other entity that holds
     an Award.

     (u) "PLAN" means this Fairchild Semiconductor International, Inc. 2000
     Executive Stock Option Plan as it may be amended from time to time.

     (v) "SECURITIES ACT" means the Securities Act of 1933, as amended.

     (w) "SERVICE" means service as an Employee, Director, Non-Employee Director
     or Consultant.

     (x) "SHARE" means one share of Common Stock.

     (y) "STOCK OPTION AGREEMENT" means the agreement described in Section 6
     evidencing each Grant of an Option.

     (z) "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 fifty percent (50%) or more of the total combined voting
     power of all classes of stock in one of the other corporations in such
     chain. A corporation that attains the status of a Subsidiary on a date
     after the adoption of the Plan shall be considered a Subsidiary commencing
     as of such date.


SECTION 3. ADMINISTRATION.

     (a) COMMITTEE COMPOSITION. A Committee appointed by the Board shall
     administer the Plan. The Board shall designate one of the members of the
     Committee as chairperson. If no Committee has been approved, the entire
     Board shall constitute the Committee. Members of the Committee shall serve
     for such period of time as the Board may determine and shall be subject to
     removal by the Board at any time. The Board may also at any time terminate
     the functions of the Committee and reassume all powers and authority
     previously delegated to the Committee.


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     With respect to Awards granted to individuals subject to Section 16 of the
     Exchange Act, the Committee shall consist of those individuals who shall
     satisfy the requirements of Rule 16b-3 (or its successor) under the
     Exchange Act and Code Section 162(m).

     The Board may also appoint one or more separate committees of the Board,
     each composed of one or more directors of the Company who need not qualify
     under Rule 16b-3, who may administer the Plan with respect to Key Employees
     who are not subject to Section 16 of the Exchange Act, may grant Awards
     under the Plan to such Key Employees and may determine all terms of such
     Awards.

     (b) AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan, the
     Committee shall have full authority and discretion to take any actions it
     deems necessary or advisable for the administration of the Plan. Such
     actions shall include:

          (i)   selecting Key Employees who are to receive Awards under the
                Plan;
          (ii)  determining the type, number, vesting requirements and other
                features and conditions of such Awards;
          (iii) interpreting the Plan; and
          (iv)  making all other decisions relating to the operation of the
                Plan.

     The Committee may adopt such rules or guidelines, as it deems appropriate
     to implement the Plan. The Committee's determinations under the Plan shall
     be final and binding on all persons.

     (c) INDEMNIFICATION. Each member of the Committee, or of the Board, shall
     be indemnified and held harmless by the Company against and from (i) any
     loss, cost, liability, or expense that may be imposed upon or reasonably
     incurred by him or her in connection with or resulting from any claim,
     action, suit, or proceeding to which he or she may be a party or in which
     he or she may be involved by reason of any action taken or failure to act
     under the Plan or any Stock Option Agreement, and (ii) from any and all
     amounts paid by him or her in settlement thereof, with the Company's
     approval, or paid by him or her in satisfaction of any judgment in any such
     claim, action, suit, or proceeding against him or her, provided he or she
     shall give the Company an opportunity, at its own expense, to handle and
     defend the same before he or she undertakes to handle and defend it on his
     or her own behalf. The foregoing right of indemnification shall not be
     exclusive of any other rights of indemnification to which such persons may
     be entitled under the Company's Certificate of Incorporation or Bylaws, by
     contract, as a matter of law, or otherwise, or under any power that the
     Company may have to indemnify them or hold them harmless.

SECTION 4. ELIGIBILITY.

     Only Employees shall be eligible for designation as Key Employees by the
     Committee.


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SECTION 5. SHARES SUBJECT TO PLAN.

     (a) BASIC LIMITATION. The stock issuable under the Plan shall be authorized
     but unissued Shares or treasury Shares. The aggregate number of Shares
     reserved for Awards under the Plan shall not exceed 3,500,000.

     (b) ADDITIONAL SHARES. If Awards are forfeited or terminate for any other
     reason before being exercised, then the Shares underlying such Awards shall
     again become available for Awards under the Plan.

     (c) DIVIDEND EQUIVALENTS. Any dividend equivalents distributed under the
     Plan shall not be applied against the number of Shares available for
     Awards.

     (d) LIMITS ON OPTIONS. No Key Employee shall receive Options to purchase
     Shares during any fiscal year covering in excess of 1,500,000 Shares,
     subject to adjustment under Section 8.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

     (a) STOCK OPTION AGREEMENT. Each Grant under the Plan shall be evidenced by
     a Stock Option Agreement between the Optionee and the Company. Such Option
     shall be subject to all applicable terms and conditions of the Plan and may
     be subject to any other terms and conditions that are not inconsistent with
     the Plan and that the Committee deems appropriate for inclusion in a Stock
     Option Agreement. The provisions of the various Stock Option Agreements
     entered into under the Plan need not be identical. A Stock Option Agreement
     may provide that new Options will be granted automatically to the Optionee
     when he or she exercises the prior Options.

     (b) NUMBER OF SHARES. Each Stock Option Agreement shall specify the number
     of Shares that are subject to the Option and shall provide for the
     adjustment of such number in accordance with Section 8.

     (c) EXERCISE PRICE. An Option's Exercise Price shall be established by the
     Committee and set forth in a Stock Option Agreement. The Stock Option
     Agreement may specify an Exercise Price that is greater or less than the
     Fair Market Value of a share of the Company's common stock on the date of
     grant or that varies in accordance with a predetermined formula while the
     NSO is outstanding.

     (d) EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify the
     date when all or any installment of the Option is to become exercisable.
     The Stock Option Agreement shall also specify the term of the Option. No
     Option can be exercised after the expiration date provided in the
     applicable Stock Option Agreement. A Stock Option Agreement may provide for
     accelerated exercisability in the event of the Optionee's death, disability
     or retirement, achievement of certain performance goals or other events and
     may provide for expiration prior to the end of its term in the event of the
     termination of the Optionee's Service. A Stock Option Agreement may permit
     an Optionee to exercise an Option before it is vested, subject to the
     Company's right of repurchase over


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     any Shares acquired under the unvested portion of the Option (an "early
     exercise"), which right of repurchase shall lapse at the same rate the
     Option would have vested had there been no early exercise. In no event
     shall the Company be required to issue fractional Shares upon the exercise
     of an Option.

     (e) MODIFICATIONS OR ASSUMPTION OF OPTIONS. Within the limitations of the
     Plan, the Committee may modify, extend or assume outstanding options or may
     accept the cancellation of outstanding options (whether granted by the
     Company or by another issuer) in return for the grant of new Options for
     the same or a different number of Shares and at the same or a different
     Exercise Price. The foregoing notwithstanding, no modification of an Option
     shall, without the consent of the Optionee, alter or impair his or her
     rights or obligations under such Option.

     (f) TRANSFERABILITY OF OPTIONS. Except as otherwise provided in the
     applicable Stock Option Agreement and then only to the extent permitted by
     applicable law, no Option shall be transferable by the Optionee other than
     by will or by the laws of descent and distribution. Except as otherwise
     provided in the applicable Stock Option Agreement, an Option may be
     exercised during the lifetime of the Optionee only or by the guardian or
     legal representative of the Optionee. No Option or interest therein may be
     assigned, pledged or hypothecated by the Optionee during his lifetime,
     whether by operation of law or otherwise, or be made subject to execution,
     attachment or similar process.

     (g) NO RIGHTS AS STOCKHOLDER. An Optionee, or a transferee of an Optionee,
     shall have no rights as a stockholder with respect to any Common Stock
     covered by an Option until such person becomes entitled to receive such
     Common Stock by filing a notice of exercise and paying the Exercise Price
     pursuant to the terms of such Option.

     (h) RESTRICTIONS ON TRANSFER. Any Shares issued upon exercise of an Option
     shall be subject to such rights of repurchase, rights of first refusal and
     other transfer restrictions as the Committee may determine. Such
     restrictions shall apply in addition to any restrictions that may apply to
     holders of Shares generally and shall also comply to the extent necessary
     with applicable law. Any such restrictions shall be specified in the
     applicable stock option agreement.

SECTION 7. PAYMENT FOR OPTION SHARES.

     (a) GENERAL RULE. The entire Exercise Price of Shares issued upon exercise
     of Options shall be payable in cash at the time when such Shares are
     purchased, except as follows:

          (i) The Stock Option Agreement may specify that payment may be made in
     any form(s) described in this Section 7.

          (ii) The Committee may in its discretion, at any time accept payment
     in any form(s) described in this Section 7.

     (b) SURRENDER OF STOCK. To the extent that this Section 7(b) is applicable,
     payment for all or any part of the Exercise Price may be made with Shares
     which have already been


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     owned by the Optionee for such duration as shall be specified by the
     Committee. Such Shares shall be valued at their Fair Market Value on the
     date when the new Shares are purchased under the Plan.

     (c) PROMISSORY NOTE. To the extent that this Section 7(c) is applicable,
     payment for all or any part of the Exercise Price may be made with a
     full-recourse promissory note.

     (d) CASHLESS EXERCISE. To the extent that this section 7(d) is applicable,
     payment for all or any part of the Exercise Price may be made by delivery
     (on a form prescribed by the Company) of an irrevocable direction to a
     securities broker to sell Shares and to deliver all or part of the sale
     proceeds to the Company in payment of the aggregate exercise price.

     (e) OTHER FORMS OF PAYMENT. To the extent that this Section 7(e) is
     applicable, payment may be made in any other form that is consistent with
     applicable laws, regulations and rules.

SECTION 8. PROTECTION AGAINST DILUTION.

     (a) ADJUSTMENTS. In the event of a subdivision of the outstanding Shares, a
     declaration of a dividend payable in Shares, a declaration of a dividend
     payable in a form other than Shares in an amount that has a material effect
     on the price of Shares, a combination or consolidation of the outstanding
     Shares (by reclassification or otherwise) into a lesser number of Shares, a
     recapitalization, a spin-off or a similar occurrence, the Committee shall
     make such adjustments as it, in its sole discretion, deems appropriate in
     one or more of:

         (i)   the number of Shares available for future Awards under Section 5;

         (ii)  the number of Shares covered by each outstanding Award; or

         (iii) the Exercise Price under each outstanding Option.

     (b) PARTICIPANT RIGHTS. Except as provided in this Section 8, a Participant
     shall have no rights by reason of any issue by the Company of stock of any
     class or securities convertible into stock of any class, any subdivision or
     consolidation of shares of stock of any class, the payment of any stock
     dividend or any other increase or decrease in the number of shares of stock
     of any class. The Committee's decision on whether, and if so how, to make
     any such adjustment shall be final and binding on the Participant and the
     Company.

SECTION 9. EFFECT OF A CHANGE IN CONTROL.

     (a) MERGER OR REORGANIZATION. In the event that the Company is a party to a
     merger or other reorganization, outstanding Awards shall be subject to the
     agreement of merger or reorganization. Such agreement may provide, without
     limitation, for the assumption


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     of outstanding Awards by the surviving corporation or its parent, for their
     continuation by the Company (if the Company is a surviving corporation),
     for accelerated vesting or for their cancellation with or without
     consideration, in all cases without the consent of the Participant.

     (b) ACCELERATION. The Committee may determine, at the time of granting an
     Option or thereafter, that such Option shall become fully exercisable as to
     all Shares subject to such Option in the event that a Change in Control
     occurs with respect to the Company.

SECTION 10. LIMITATIONS ON RIGHTS.

     (a) RETENTION RIGHTS. Neither the Plan nor any Award granted under the Plan
     shall be deemed to give any individual a right to remain an employee,
     consultant or director of the Company, a Parent, a Subsidiary or an
     Affiliate. The Company and its Parents and Subsidiaries and Affiliates
     reserve the right to terminate the Service of any person at any time, and
     for any reason, subject to applicable laws, the Company's Certificate of
     Incorporation and Bylaws and a written employment agreement (if any).

     (b) STOCKHOLDERS' RIGHTS. A Participant shall have no dividend rights,
     voting rights or other rights as a stockholder with respect to any Shares
     covered by his or her Award prior to the issuance of a stock certificate
     for such Shares. No adjustment shall be made for cash dividends or other
     rights for which the record date is prior to the date when such certificate
     is issued, except as expressly provided in Section 8.

     (c) REGULATORY REQUIREMENTS. Any other provision of the Plan
     notwithstanding, the obligation of the Company to issue Shares under the
     Plan shall be subject to all applicable laws, rules and regulations and
     such approval by any regulatory body as may be required. The Company
     reserves the right to restrict, in whole or in part, the delivery of Shares
     pursuant to any Award prior to the satisfaction of all legal requirements
     relating to the issuance of such Shares, to their registration,
     qualification or listing or to an exemption from registration,
     qualification or listing.

SECTION 11. WITHHOLDING TAXES.

     (a) GENERAL. A Participant shall make arrangements satisfactory to the
     Company for the satisfaction of any withholding tax obligations that arise
     in connection with his or her Award. The Company shall not be required to
     issue any Shares or make any cash payment under the Plan until such
     obligations are satisfied.

     (b) SHARE WITHHOLDING. If a public market for the Company's Shares exists,
     the Committee may permit a Participant to satisfy all or part of his or her
     withholding or income tax obligations by having the Company withhold all or
     a portion of any Shares that otherwise would be issued to him or her or by
     surrendering all or a portion of any Shares that he or she previously
     acquired. Such Shares shall be valued at their Fair Market Value on the
     date when taxes otherwise would be withheld in cash. Any payment of taxes
     by assigning Shares to the Company may be subject to restrictions,
     including, but


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     not limited to, any restrictions required by rules of the Securities and
     Exchange Commission.

SECTION 12. DURATION AND AMENDMENTS.

     (a) TERM OF THE PLAN. The Plan, as set forth herein, shall become effective
     on the date of its adoption by the Board, subject to the approval of the
     Company's stockholders. No Options shall be exercisable until such
     stockholder approval is obtained. In the event that the stockholders fail
     to approve the Plan within twelve (12) months after its adoption by the
     Board, any Awards made shall be null and void and no additional Awards
     shall be made. To the extent required by applicable law, the Plan shall
     terminate on the date that is ten (10) years after its adoption by the
     Board and may be terminated on any earlier date pursuant to Section 12(b).

     (b) RIGHT TO AMEND OR TERMINATE THE PLAN. The Board may amend or terminate
     the Plan at any time and for any reason. The termination of the Plan, or
     any amendment thereof, shall not affect any Award previously granted under
     the Plan. No Awards shall be granted under the Plan after the Plan's
     termination. An amendment of the Plan shall be subject to the approval of
     the Company's stockholders only to the extent required by applicable laws,
     regulations or rules.

SECTION 13. EXECUTION.

     To record the adoption of the Plan by the Board, the Company has caused its
     duly authorized officer to execute this Plan on behalf of the Company.

                                    FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.


                                    By
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                                    Title
                                           ------------------------------------




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                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

  SECTION 1.  INTRODUCTION.................................................1
  SECTION 2.  DEFINITIONS..................................................1
  (a)      "Affiliate".....................................................1
  (b)      "Award".........................................................1
  (c)      "Board".........................................................1
  (d)      "Change In Control".............................................1
  (e)      "Code"..........................................................2
  (f)      "Committee".....................................................2
  (g)      "Common Stock"..................................................2
  (h)      "Company".......................................................3
  (i)      "Disability"....................................................3
  (j)      "Employee"......................................................3
  (k)      "Exchange Act"..................................................3
  (l)      "Exercise Price"................................................3
  (m)      "Fair Market Value".............................................3
  (n)      "Grant".........................................................3
  (o)      "Key Employee"..................................................3
  (p)      "Nonstatutory Stock Option" or "NSO"............................4
  (q)      "Option"........................................................4
  (r)      "Optionee"......................................................4
  (s)      "Parent"........................................................4
  (t)      "Participant"...................................................4
  (u)      "Plan"..........................................................4
  (v)      "Securities Act"................................................4
  (w)      "Service".......................................................4
  (x)      "Share".........................................................4
  (y)      "Stock Option Agreement"........................................4
  (z)      "Subsidiary"....................................................4
  SECTION 3.  ADMINISTRATION...............................................4
  (a)      Committee Composition...........................................4
  (b)      Authority of the Committee......................................5
  (c)      Indemnification.................................................5



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                                                                          Page
                                                                          ----

  SECTION 4.  ELIGIBILITY...................................................5
  SECTION 5.  SHARES SUBJECT TO PLAN........................................6
  (a)      Basic Limitation.................................................6
  (b)      Additional Shares................................................6
  (c)      Dividend Equivalents.............................................6
  (d)      Limits on Options................................................6
  SECTION 6.  TERMS AND CONDITIONS OF OPTIONS...............................6
  (a)      Stock Option Agreement...........................................6
  (b)      Number of Shares.................................................6
  (c)      Exercise Price...................................................6
  (d)      Exercisability and Term..........................................6
  (e)      Modifications or Assumption of Options...........................7
  (f)      Transferability of Options.......................................7
  (g)      No Rights as Stockholder.........................................7
  (h)      Restrictions on Transfer.........................................7
  SECTION 7.  PAYMENT FOR OPTION SHARES.....................................7
  (a)      General Rule.....................................................7
  (b)      Surrender of Stock...............................................7
  (c)      Promissory Note..................................................8
  (e)      Other Forms of Payment...........................................8
  SECTION 8.  PROTECTION AGAINST DILUTION...................................8
  (a)      Adjustments......................................................8
  (b)      Participant Rights...............................................8
  SECTION 9.  EFFECT OF A CHANGE IN CONTROL.................................8
  (a)      Merger or Reorganization.........................................8
  (b)      Acceleration.....................................................9
  SECTION 10.  LIMITATIONS ON RIGHTS........................................9
  (a)      Retention Rights.................................................9
  (b)      Stockholders' Rights.............................................9
  (c)      Regulatory Requirements..........................................9
  SECTION 11.  WITHHOLDING TAXES............................................9
  (a)      General..........................................................9


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 (b)      Share Withholding.................................................9
 SECTION 12.  DURATION AND AMENDMENTS......................................10
 (a)      Term of the Plan.................................................10
 (b)      Right to Amend or Terminate the Plan.............................10
 SECTION 13.  EXECUTION....................................................10



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