CONSOLIDATED GRAPHICS INC /TX/
EXHIBIT 10.1
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<DESCRIPTION>EXHIBIT 10.1
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<DIV align="right" style="font-size: 10pt; margin-top: 10pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>CONSOLIDATED GRAPHICS, INC.</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>LONG-TERM INCENTIVE PLAN, AS AMENDED</B>

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">1.&nbsp;<I>Objectives.</I>&nbsp;&nbsp;The Consolidated Graphics, Inc. Long-Term Incentive Plan (as amended, the
&#147;Plan&#148;) is designed to retain selected employees and non-employee directors of Consolidated
Graphics, Inc. (the &#147;Company&#148;) and reward them for making significant contributions to the success
of the Company and its Subsidiaries (as hereinafter defined). These objectives are to be
accomplished by making awards under the Plan and thereby providing Participants (as hereinafter
defined) with a proprietary interest in the growth and performance of the Company and its
Subsidiaries.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">2.&nbsp;<I>Definitions.</I>&nbsp;&nbsp;As used herein, the terms set forth below shall have the following respective
meanings:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Award&#148; means the grant of any form of stock option, stock appreciation right, stock
award or cash award, whether granted singly, in combination or in tandem, to a Participant
pursuant to any applicable terms, conditions and limitations as the Committee may establish
in order to fulfill the objectives of the Plan.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Award Agreement&#148; means a written agreement between the Company and a Participant that
sets forth the terms, conditions and limitations applicable to an Award.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Board&#148; means the Board of Directors of the Company.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Code&#148; means the Internal Revenue Code of 1986, as amended from time to time.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Committee&#148; means such committee of the Board as is designated by the Board to
administer the Plan. The Committee shall be constituted to permit the Plan to comply with
Rule&nbsp;16b-3.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Common Stock&#148; means the Common Stock, par value $.01 per share, of the Company.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Director&#148; means an individual serving as a member of the Board.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Exchange Act&#148; means the Securities Exchange Act of 1934, as amended from time to time.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Fair Market Value&#148; of one share of Common Stock on the date in question shall be (i)
the closing sales price on such day for a share as quoted on the New York Stock Exchange or
other national securities exchange on which shares are then principally listed or admitted
to trading, or (ii)&nbsp;if not quoted on a national securities exchange, the average of the
closing bid and asked prices for a share as quoted by the National Quotation Bureau&#146;s &#147;Pink
Sheets&#148; or the National Association of Securities Dealers&#146; OTC Bulletin Board System. If
there was no public trade of Common Stock on the date in question, Fair Market Value shall
be determined by reference to the last preceding date on which such a trade was so reported.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Participant&#148; means an employee or nonemployee director of the Company or any of its
Subsidiaries to whom an Award has been made under this Plan.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Rule&nbsp;16b-3&#148; means Rule&nbsp;16b-3 promulgated under the Exchange Act, or any successor
rule.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">&#147;Subsidiary&#148; means any corporation of which the Company directly or indirectly owns
 shares representing more than 50% of the voting power of all classes or series of capital
stock of such corporation
which have the right to vote generally on matters submitted to a vote of the
stockholders of such corporation.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">3.&nbsp;<I>Eligibility.</I>&nbsp;&nbsp;All employees and non-employee directors of the Company and its Subsidiaries
are eligible for Awards under this Plan. The Committee shall select the Participants in the Plan
from time to time by the grant of Awards under the Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.&nbsp;<I>Common Stock Available for Awards.</I>&nbsp;&nbsp;There shall be available for Awards granted wholly or
partly in Common Stock (including rights or options which may be exercised for or settled in Common
Stock) during the term of this Plan an aggregate of 4,585,000 shares of Common Stock, subject to
adjustment as provided in Paragraph&nbsp;14, all of which may be granted hereunder as incentive stock
options. The Board of Directors and the appropriate officers of the Company shall from time to
time take whatever actions are necessary to file required documents with governmental authorities
and stock exchanges and transaction reporting systems to make shares of Common Stock available for
issuance pursuant to Awards. Common Stock related to Awards that are forfeited or terminated,
expire unexercised, are settled in cash in lieu of Common Stock or in a manner such that all or
some of the shares covered by an Award are not issued to a Participant, or are exchanged for Awards
that do not involve Common Stock, shall immediately become available for Awards hereunder. The
Committee may from time to time adopt and observe such procedures concerning the counting of shares
against the Plan maximum as it may deem appropriate under Rule&nbsp;16b-3.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.&nbsp;<I>Administration.</I>&nbsp;&nbsp;This Plan shall be administered by the Committee, which shall have full
and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for
carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised
in the best interests of the Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, provide for the extension of the exercisability of an Award,
accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any
restrictions contained in an Award, waive any restriction or other provision of this Plan or an
Award or otherwise amend or modify an Award in any manner that is either (a)&nbsp;not adverse to the
Participant holding such Award or (b)&nbsp;consented to by such Participant. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in
the manner and to the extent the Committee deems necessary or desirable to carry it into effect.
Any decision of the Committee in the interpretation and administration of this Plan shall lie
within its sole and absolute discretion and shall be final, conclusive and binding on all parties
concerned. No member of the Committee or officer of the Company to whom it has delegated authority
in accordance with the provisions of Paragraph&nbsp;6 of this Plan shall be liable for anything done or
omitted to be done by him or her, by any member of the Committee or by any officer of the Company
in connection with the performance of any duties under this Plan, except for his or her own willful
misconduct or as expressly provided by statute.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">6.&nbsp;<I>Delegation of Authority.</I>&nbsp;&nbsp;The Committee may delegate to the Chief Executive Officer and to
other senior officers of the Company its duties under this Plan pursuant to such conditions or
limitations as the Committee may establish, except that the Committee may not delegate to any
person the authority to grant Awards to, or take other action with respect to, Participants who are
subject to Section&nbsp;16 of the Exchange Act.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">7.&nbsp;<I>Awards.</I>&nbsp;&nbsp;The Committee shall determine the type or types of Awards to be made to each
Participant under this Plan. Each Award made hereunder shall be embodied in an Award Agreement,
which shall contain such terms, conditions and limitations as shall be determined by the Committee
in its sole discretion and shall be signed by the Participant and by the Chief Executive Officer,
the Chief Operating Officer or any Vice President of the Company for and on behalf of the Company.
Awards may consist of those listed in this Paragraph&nbsp;7 and may be granted singly, in combination or
in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as
alternatives to grants or rights (a)&nbsp;under this Plan or any other employee plan of the Company or
any of its Subsidiaries, including the plan of any acquired entity, or (b)&nbsp;made to any Company or
Subsidiary employee by the Company or any Subsidiary. An Award may provide for the granting or
issuance of additional, replacement or alternative Awards upon the occurrence of specified events,
including the exercise of the original Award. Notwithstanding anything herein to the contrary, no
Participant may be granted during any calendar year Awards consisting of stock options or stock
appreciation rights exercisable for more than 20% of the shares of Common Stock originally
authorized for Awards under this Plan, subject to adjustment as provided in Paragraph&nbsp;14. In the
event of an increase in the number of shares authorized under the Plan, the 20% limitation will
apply to the increased number of shares authorized. The number of Awards that may be granted in
the form of a stock
appreciation right or stock award as described in subparagraph&nbsp;(c) below shall not exceed an
aggregate of 62,500 underlying shares of Common Stock issuable pursuant to such Award.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(a) <I>Stock Option.</I>&nbsp;&nbsp;An Award may consist of a right to purchase a specified number of
 shares of Common Stock at a price specified by the Committee in the Award Agreement or
otherwise. No stock option shall have an exercise price less than 100% of the Fair Market
Value of a share of the Common Stock on the date of grant of the stock option, nor shall any
stock option be exercisable later than the day before the expiration of ten (10)&nbsp;years from
the date of grant of the stock option. A stock option may be in the form of an incentive
stock option (&#147;ISO&#148;) which, in addition to being subject to applicable terms, conditions and
limitations established by the Committee, complies with Section&nbsp;422 of the Code. ISOs may
be granted to any employee of the Company or a Subsidiary, but not to a non-employee
director. Notwithstanding the foregoing, no ISO can be granted under the Plan more than ten
years following the Effective Date of the Plan or, if later, the date of approval by the
Company&#146;s shareholders of an increase in the number of shares of Common Stock authorized to
be issued as Awards under the Plan, but only with respect to such increase.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b) <I>Stock Appreciation Right.</I>&nbsp;&nbsp;An Award may consist of a right to receive a payment, in
cash or Common Stock, equal to the excess of the Fair Market Value or other specified
valuation of a specified number of shares of Common Stock on the date the stock appreciation
right (&#147;SAR&#148;) is exercised over a specified strike price as set forth in the applicable
Award Agreement.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(c) <I>Stock Award.</I>&nbsp;&nbsp;An Award may consist of Common Stock or may be denominated in units
of Common Stock. All or part of any stock Award may be subject to conditions established by
the Committee and set forth in the Award Agreement, which conditions may include, but are
not limited to, continuous service with the Company and its Subsidiaries, achievement of
specific business objectives, increases in specified indices, attaining specified growth
rates and other comparable measurements of performance. Such Awards may be based on Fair
Market Value or other specified valuations. The certificates evidencing shares of Common
Stock issued in connection with a stock Award shall contain appropriate legends and
restrictions describing the terms and conditions of the restrictions applicable thereto.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(d) <I>Cash Award.</I>&nbsp;&nbsp;An Award may be denominated in cash with the amount of the eventual
payment subject to future service and such other restrictions and conditions as may be
established by the Committee and set forth in the Award Agreement, including, but not
limited to, continuous service with the Company and its Subsidiaries, achievement of
specific business objectives, increases in specified indices, attaining specified growth
rates and other comparable measurements of performance.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">8.&nbsp;<I>Payment of Awards.</I>&nbsp;&nbsp;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(a) <I>General.</I>&nbsp;&nbsp;Payment of Awards may be made in the form of cash or Common Stock or
combinations thereof and may include such restrictions as the Committee shall determine
including, in the case of Common Stock, restrictions on transfer and forfeiture provisions.
As used herein, &#147;Restricted Stock&#148; means Common Stock that is restricted or subject to
forfeiture provisions.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b) <I>Deferral.</I>&nbsp;&nbsp;The Committee may, in its discretion, (i)&nbsp;permit selected Participants
to elect to defer payments of some or all types of Awards in accordance with procedures
established by the Committee or (ii)&nbsp;provide for the deferral of an Award in an Award
Agreement or otherwise. Any such deferral may be in the form of installment payments or a
future lump sum payment. Any deferred payment, whether elected by the Participant or
specified by the Award Agreement or by the Committee, may be forfeited if and to the extent
that the Award Agreement so provides.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(c) <I>Dividends and Interest.</I>&nbsp;&nbsp;Dividends or dividend equivalent rights may be extended to
and made part of any Award denominated in Common Stock or units of Common Stock, subject to
such terms, conditions and restrictions as the Committee may establish. The Committee may
also establish rules and procedures for the crediting of interest on deferred cash payments
and dividend equivalents for deferred payment denominated in Common Stock or units of Common
Stock.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(d) <I>Substitution of Awards.</I>&nbsp;&nbsp;At the discretion of the Committee, a Participant may be
offered an election to substitute an Award for another Award or Awards of the same or
different type.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">9.&nbsp;<I>Stock Option Exercise.</I>&nbsp;&nbsp;The price at which shares of Common Stock may be purchased under a
stock option shall be paid in full at the time of exercise in cash or, if permitted by the
Committee, by means of tendering Common Stock or surrendering all or part of that or any other
Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any
combination thereof. The Committee shall determine acceptable methods for tendering Common Stock
or Awards to exercise a stock option as it deems appropriate. If permitted by the Committee,
payment may be made by successive exercises by the Participant. The Committee may provide for
procedures to permit the exercise or purchase of Awards by (a)&nbsp;loans from the Company or (b)&nbsp;use of
the proceeds to be received from the sale of Common Stock issuable pursuant to an Award. Unless
otherwise provided in the applicable Award Agreement, in the event shares of Restricted Stock are
tendered as consideration for the exercise of a stock option, a number of the shares issued upon
the exercise of the stock option, equal to the number of shares of Restricted Stock used as
consideration therefor, shall be subject to the same restrictions as the Restricted Stock so
submitted as well as any additional restrictions that may be imposed by the Committee.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">10.&nbsp;<I>Tax Withholding.</I>&nbsp;&nbsp;The Company shall have the right to deduct applicable taxes from any
Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock
under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination
thereof for payment of taxes required by law or to take such other action as may be necessary in
the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee
may also permit withholding to be satisfied by the transfer to the Company of shares of Common
Stock theretofore owned by the holder of the Award with respect to which withholding is required.
If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on
the Fair Market Value when the tax withholding is required to be made.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">11.&nbsp;<I>Amendment, Modification, Suspension or Termination.</I>&nbsp;&nbsp;The Board may amend, modify, suspend
or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements
or for any other purpose permitted by law except that (a)&nbsp;no amendment or alteration that would
impair the rights of any Participant under any Award previously granted to such Participant shall
be made without such Participant&#146;s consent, and (b)&nbsp;no amendment or alteration shall be effective
prior to approval by the Company&#146;s stockholders to the extent such approval is then required
pursuant to Rule&nbsp;16b-3 in order to preserve the applicability of any exemption provided by such
rule to any Award then outstanding (unless the holder of such Award consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">12.&nbsp;<I>Termination of Employment.</I>&nbsp;&nbsp;Upon the termination of employment by a Participant, any
unexercised, deferred or unpaid Awards shall be treated as provided in the specific Award Agreement
evidencing the Award. In the event of such a termination, the Committee may, in its discretion,
provide for the extension of the exercisability of an Award, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or
modify the Award in any manner that is either (a)&nbsp;not adverse to such Participant or (b)&nbsp;consented
to by such Participant.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">13.&nbsp;<I>Assignability.</I>&nbsp;&nbsp;Unless otherwise determined by the Committee and provided in the Award
Agreement, no Award or any other benefit under this Plan constituting a derivative security within
the meaning of Rule&nbsp;16a-1(c) under the Exchange Act shall be assignable or otherwise transferable
except by will or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title&nbsp;I of the Employee Retirement Income Security Act,
or the rules thereunder. The Committee may prescribe and include in applicable Award Agreements
other restrictions on transfer. Any attempted assignment of an Award or any other benefit under
this Plan in violation of this Paragraph&nbsp;13 shall be null and void.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">14.&nbsp;<I>Adjustments.</I>&nbsp;&nbsp;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(a)&nbsp;The existence of outstanding Awards shall not affect in any manner the right or
power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the capital stock of the Company or
its business or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock
(whether or not such issue is prior to, on a parity with or junior to the Common Stock)
or the dissolution or liquidation of the Company, or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding of any kind, whether or
not of a character similar to that of the acts or proceedings enumerated above.
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%; text-indent: 4%">(b)&nbsp;In the event of any subdivision or consolidation of outstanding shares of Common
Stock or declaration of a dividend payable in shares of Common Stock or capital
reorganization or reclassification or other transaction involving an increase or reduction
in the number of outstanding shares of Common Stock, the Committee may adjust proportionally
(i)&nbsp;the number of shares of Common Stock reserved under this Plan and covered by outstanding
Awards denominated in Common Stock or units of Common Stock; (ii)&nbsp;the exercise or other
price in respect of such Awards; and (iii)&nbsp;the appropriate Fair Market Value and other price
determinations for such Awards. In the event of any consolidation or merger of the Company
with another corporation or entity or the adoption by the Company of a plan of exchange
affecting the Common Stock or any distribution to holders of Common Stock of securities or
property (other than normal cash dividends or dividends payable in Common Stock), the
Committee shall make such adjustments or other provisions as it may deem equitable,
including adjustments to avoid fractional shares, to give property effect to such event. In
the event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Committee shall be authorized to issue or
assume stock options, regardless of whether in a transaction to which Section&nbsp;424(a) of the
Code applies, by means of substitution of new options for previously issued options or an
assumption of previously issued options, or to make provision for the acceleration of the
exercisability of, or lapse of restrictions with respect to, Awards and the termination of
unexercised options in connection with such transaction.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">15.&nbsp;<I>Restrictions.</I>&nbsp;&nbsp;No Common Stock or other form of payment shall be issued with respect to
any Award unless the Company shall be satisfied based on the advice of its counsel that such
issuance will be in compliance with applicable federal and state securities laws. It is the intent
of the Company that this Plan comply with Rule&nbsp;16b-3 with respect to persons subject to Section&nbsp;16
of the Exchange Act unless otherwise provided herein or in an Award Agreement, that any ambiguities
or inconsistencies in the construction of this Plan be interpreted to give effect to such intention
and that, if any provision of this Plan is found not to be in compliance with Rule&nbsp;16b-3, such
provision shall be null and void to the extent required to permit this Plan to comply with Rule
16b-3. Certificates evidencing shares of Common Stock delivered under this Plan may be subject to
such stop transfer orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange Commission, any securities
exchange or transaction reporting system upon which the Common Stock is then listed and any
applicable federal and state securities law. The Committee may cause a legend or legends to be
placed upon any such certificates to make appropriate reference to such restrictions.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">16.&nbsp;<I>Unfunded Plan.</I>&nbsp;&nbsp;Insofar as it provides for Awards of cash, Common Stock or rights thereto,
this Plan shall be unfunded. Although bookkeeping accounts may be established with respect to
Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such
accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock or rights thereto,
nor shall this Plan be construed as providing for such segregation, nor shall the Company, the
Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be
granted under this Plan. Any liability or obligation of the Company to any Participant with
respect to a grant of cash, Common Stock or rights thereto under this Plan shall be based solely
upon any contractual obligations that may be created by this Plan and any Award Agreement, and no
such liability or obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. None of the Company, the Board or the Committee shall
be required to give any security or bond for the performance of any obligation that may be created
by this Plan.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">17.&nbsp;<I>Governing Law.</I>&nbsp;&nbsp;This Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of
the United States, shall be governed by and construed in accordance with the laws of the State of
Texas.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">18.&nbsp;<I>Effective Date of Plan.</I>&nbsp;&nbsp;This Plan shall be effective as of the date (the &#147;Effective
Date&#148;) it is approved by the Board of Directors of the Company. Notwithstanding the foregoing, the
adoption of this Plan is
expressly conditioned upon the approval by the holders of a majority of shares of Common Stock
present, or represented, and entitled to vote at a meeting of the Company&#146;s stockholders held on or
before April&nbsp;1, 1994. If the stockholders of the Company should fail so to approve this Plan prior
to such date, this Plan shall terminate and cease to be of any further force or effect, and all
grants of Awards hereunder shall be null and void.
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