AMERICAN MANAGEMENT SYSTEMS INC
STOCK OPTION PLAN FOR EMPLOYEES
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>w62724exv10w2.htm
<DESCRIPTION>STOCK OPTION PLAN FOR EMPLOYEES
<TEXT>
<HTML>
<HEAD>
<TITLE>exv10w2</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="right"><FONT size="2">EXHIBIT 10.2</FONT>
<P align="center"><FONT size="2"><B>AMERICAN MANAGEMENT SYSTEMS, INCORPORATED<BR>
1996 AMENDED STOCK OPTION PLAN F<BR>
(As Amended Effective As Of May&nbsp;10, 2002)<sup>1</sup></B>
</FONT>

<P align="left"><FONT size="2"><B>I. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Purposes</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There are three purposes of the 1996 Stock Option Plan F (the &#147;Plan&#148;).
The first is to offer to those employees who contribute materially to the
successful operation of AMERICAN MANAGEMENT SYSTEMS, INCORPORATED (the
&#147;Corporation&#148;) additional incentive and encouragement to remain in the employ
of the Corporation by increasing their personal participation in the
Corporation through stock ownership. The second purpose is to provide an
alternative means of compensating key employees whose performances contribute
significantly to the success of the Corporation. The third is to attract and
retain directors who have not at any time been officers or employees of the
Corporation (&#147;Outside Directors&#148;) and to compensate such Outside Directors for
service to the Corporation. The Plan provides a means whereby optionees may
purchase shares of the $0.01 par value common stock of the Corporation (the
&#147;Common Stock&#148;) pursuant to options. The options may be either one of two
types, (1) &#147;incentive stock options&#148; which will qualify as such under Section
422 of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;), or under any
applicable successor statute, or (2) &#147;nonqualified stock options,&#148; that is,
options which are not intended to qualify as incentive stock options under
Section&nbsp;422 of the Code.
</FONT>
<P align="left"><FONT size="2"><B>II. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Administration</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise provided in this Section&nbsp;II, the Plan shall be
implemented and administered by the Board of Directors of the Corporation (the
&#147;Board&#148;) or a Stock Option/Award Committee appointed by the Board and composed
of three or more directors of the Corporation.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Stock Option/Award Committee may be delegated the authority and
discretion to adopt and revise such rules and regulations as it shall deem
necessary for the administration of the Plan, and to determine, consistent with
the provisions of the Plan, the employees to be granted options, whether such
options shall be nonqualified stock options or incentive stock options, the
times at which options shall be granted, the exercise price of the shares
subject to each option (subject to paragraph D of Section&nbsp;VI), the number of
shares subject to each option, the vesting schedule of options or whether the
options shall be immediately vested, the times when options shall terminate,
and whether the exercise price of options shall be paid in cash or stock. Acts
of a majority of the members of the Stock Option/Award Committee at a meeting
at which a quorum is present, or acts approved in writing by a majority of the
members of the Stock Option/Award Committee, shall be the valid acts of the
Stock Option/Award Committee. The Stock Option/Award Committee&#146;s actions,
including any interpretation or construction of any provisions of the Plan or
any option granted hereunder, shall be final, conclusive and binding unless
otherwise determined by the Board at its next regularly scheduled meeting. No
adjustment to decrease the exercise price of an outstanding stock option
granted under the Plan, whether by amending the exercise price of the
outstanding stock option or by canceling the outstanding stock option and
reissuing a replacement or substitute stock option having a lower exercise
price, may be made without shareholder approval (except as provided in
paragraph G of Section&nbsp;VI hereof).<sup>2</sup>
</FONT>
<P>
<HR size="1" width="18%" align="left" noshade>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
        <TD width="100%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<sup>1</sup> Revised February&nbsp;22, 2002, effective on the same date, and May&nbsp;10, 2002,
effective on the same date.</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<sup>2</sup> Added February&nbsp;22, 2002, effective on the same date, subject to shareholder
approval. Revised April&nbsp;28, 2002, effective as if included in the original
amendment.</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">1</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provision of this Section or the Plan or any
documentation governing incentive compensation plans pursuant to which officers
may elect to receive options under this Plan, a committee composed of at least
two Non-Employee Directors, within the meaning of Rule&nbsp;16b-3(b)(3) of the
Securities and Exchange Commission who also are &#147;outside directors&#148; within the
meaning of Section&nbsp;162(m) of the Code (the &#147;Compensation Committee&#148;), shall
have the authority (a)&nbsp;to make awards to directors of the Corporation who are
not Outside Directors, to all persons who are &#147;officers&#148; of the Corporation as
defined for purposes of Sections&nbsp;16(a) and 16(b) of the Securities Exchange Act
of 1934, as amended (the &#147;Act&#148;), and to &#147;covered employees,&#148; within the meaning
of Section&nbsp;162(m) of the Code and (b)&nbsp;to perform all other functions of the
Board or Stock Option/Award Committee, as the case may be, with respect to
outstanding awards to any of such directors, officers, and covered employees
including without limitation amendments to this Plan or such outstanding awards
which affect such persons.No member of the Board, the Stock Option/Award
Committee or the Compensation Committee, as the case may be, shall be liable
for any action or determination made in good faith with respect to the Plan or
any option granted under it.
</FONT>
<P align="left"><FONT size="2"><B>III. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eligibility; Participation; Special Limitations</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All key employees (including officers and directors) of the Corporation,
or any corporation in which the Corporation owns stock possessing more than 50
percent of the voting power (a &#147;Subsidiary&#148;), who meet minimum salary and other
requirements established by the Board, shall be eligible to receive options
under the Plan. All Outside Directors also shall be eligible to receive
options under the Plan. An employee who has been granted an option may be
granted an additional option or options or rights under the Plan if the Board,
the Stock Option/Award Committee or the Compensation Committee, as the case may
be, shall so determine. The granting of an option under the Plan shall not
affect any outstanding stock option previously granted to an employee under the
Plan or any other plan of the Corporation.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nothing contained in the Plan, or in any option granted pursuant to the
Plan, shall (i)&nbsp;confer upon any employee the right to continued employment, or
shall interfere in any way with the right of the Corporation or a Subsidiary to
terminate the employment of such employee at any time or (ii)&nbsp;confer upon any
Outside Director the right to continued membership on the Board, or shall
interfere in any way with the right of the Corporation to terminate the
membership on the Board of such Outside Director.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In no event, however, shall an incentive stock option be granted to any
person who then owns (as that term is defined in Section&nbsp;424 of the Code) stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Corporation or of any of its Subsidiaries, unless the exercise
price as determined under paragraph D of Section&nbsp;VI hereof is equal to at least
110% of the fair market value of the stock subject to the incentive stock
option as of the date of grant and unless the term during which such incentive
stock option may be exercised does not exceed five years from the date of the
grant thereof. Options will not be treated as incentive stock options to the
extent that the aggregate fair market value (determined as of the date the
option is granted) of the Common Stock with respect to which options are
exercisable for the first time by an employee during any calendar year (under
all incentive stock option plans of the Corporation and its Subsidiaries)
exceeds $100,000.
</FONT>
<P align="left"><FONT size="2"><B>IV. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Basis of Grant</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options shall be granted to employees either (a)&nbsp;on the basis of awards
earned under the Corporation&#146;s incentive compensation programs for groups of
key employees, as in effect from time to time, or (b)&nbsp;as the Board, the Stock
Option/Award Committee or the Compensation Committee, as the case may be, may
determine from time to time. If options are granted based on (a)&nbsp;hereof, then
performance bonuses and options based thereon shall be earned based on the
employee&#146;s success in meeting predetermined performance standards during one or
more years (the &#147;Performance Period&#148;). Options shall be granted under (a)
hereof, if at all, at the time that the Corporation determines in its judgment
that the employee has met or will meet the employee&#146;s predetermined performance
standards for the Performance Period.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options shall be granted to Outside Directors as the Compensation
Committee may determine from time to time.
</FONT>
<P align="center"><FONT size="2">2</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>V. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Number of Shares and Options</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Shares of Stock Subject to the Plan.</U> The number of shares authorized
to be issued pursuant to options granted under the Plan is 5,800,000 shares,
subject to adjustment in accordance with the provisions of paragraph G of
Section&nbsp;VI hereof. Shares subject to options granted under the Plan may be
authorized and unissued shares or shares previously acquired or to be acquired
by the Corporation and held in treasury. Any shares subject to an option that
are not issued by reason of expiration, forfeiture or settlement in cash or by
reason of tendering or withholding shares to pay all or a portion of the
exercise price or to satisfy all or a portion of the related tax withholding
obligations and any shares that are purchased by the Corporation with the
amount of cash option proceeds received upon the exercise of options may again
be subject to an option granted under the Plan.<sup>3</sup>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Maximum Number of Options.</U> The maximum number of shares which may be
subject to options granted under the Plan to any &#147;covered employee&#148; for
purposes of Section&nbsp;162(m) of the Code during any two (2)&nbsp;consecutive calendar
years shall be 500,000 shares, subject to adjustment in accordance with
paragraph G of Section&nbsp;VI hereof.<sup>4</sup>
</FONT>
<P align="left"><FONT size="2"><B>VI.  &nbsp;&nbsp;&nbsp;&nbsp;Terms and Conditions of Options</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Option Agreement.</U> Each option granted pursuant to the Plan shall be
evidenced by an agreement (&#147;Option Agreement&#148;) between the Corporation and the
optionee receiving the option. Option Agreements (which need not be identical)
shall state whether the option is an incentive stock option or a nonqualified
stock option, shall designate the number of shares and the exercise price of
the options to which they pertain, shall set forth the vesting schedule of the
options or state that the options are vested immediately. The Option
Agreements shall be in writing, dated as of the date the option is granted, and
shall be executed on behalf of the Corporation by such officers as the Board,
the Stock Option/Award Committee or the Compensation Committee, as the case may
be, shall authorize. Option Agreements generally shall be in such form and
contain such additional provisions as the Board, the Stock Option/Award
Committee or the Compensation Committee, as the case may be, shall prescribe,
but in no event shall they contain provisions inconsistent with the provisions
of the Plan.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Exercise of Options.</U> Options are exercisable only to the extent they
are vested. Options granted to employees shall vest either immediately or
periodically pursuant to a schedule selected by the Board, the Stock
Option/Award Committee or the Compensation Committee, as the case may be, at
the same time the option is granted, except that the maximum vesting period
shall be ten (10)&nbsp;years for nonqualified stock options and for incentive stock
options.<sup>5</sup> The Option Agreement shall either state that the options are fully
vested upon grant and immediately exercisable in full or shall set forth the
vesting schedule selected by the Board, the Stock Option/Award Committee or the
Compensation Committee, as the case may be.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options granted to Outside Directors shall vest either immediately or
periodically pursuant to a schedule selected by the Compensation Committee at
the same time the option is granted, provided that upon termination of an
Outside Director as a member of the Board of Directors by reason of death or
disability, all options held by such Outside Director shall vest fully as of
the date of termination.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Optionees may exercise at any time or from time to time all of any portion
of a vested option.
</FONT>
<P>
<HR size="1" width="18%" align="left" noshade>
<CENTER>
<TABLE width="92%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
            <TD width="96%"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
      <TD><FONT size="2"><sup>3</sup> Revised February&nbsp;22, 2002, effective on the same date.</FONT></TD>
</TR>
<TR>
      <TD><FONT size="2"><sup>4</sup> Revised February&nbsp;22, 2002, effective on the same date, subject to shareholder approval.</FONT></TD>
</TR>

<TR>
      <TD><FONT size="2"><sup>5</sup> Revised February&nbsp;25, 2000, effective as of April&nbsp;1, 1999.</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">3</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Repurchase Amendment.</U> Options granted to employees or Outside
Directors may be amended to advance the date on which the option shall vest.
If an option is so amended, the amendment also may provide that the shares
which would not have been vested under the vesting schedule set forth in the
Option Agreement shall be subject to repurchase by the Corporation for a
specified period of time at the original exercise price if the employment of
the optionee is terminated for any reason prior to expiration of the repurchase
period. The amendment shall be evidenced by a written agreement (the
&#147;Repurchase Amendment&#148;) between the Corporation and the optionee, shall be
executed on behalf of the Corporation by such officers as the Board, the Stock
Option/Award Committee or the Compensation Committee, as the case may be, shall
authorize, and shall be in such form and contain such provisions as the Board,
the Stock Option/Award Committee or the Compensation Committee, as the case may
be, shall prescribe.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Exercise Price.</U>
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>

        <TD width="97%"></TD>
</TR>
<TR valign="top">

        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;<U>Incentive Stock Options.</U> The price at which incentive stock options
granted pursuant to the Plan may be exercised shall be determined by the Board,
the Stock Option/Award Committee or the Compensation Committee, as the case may
be, which price shall be at least equal to the fair market value of the
underlying Common Stock at the date at the options are granted. In the case of
incentive stock options granted to a person who owns, immediately after the
grant of such incentive stock option, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation or of
any of its Subsidiaries (as more fully set forth in Section&nbsp;III hereof), the
purchase price of the Common Stock covered by such incentive stock option shall
not be less than 110% of the fair market value of such stock on the date of
grant.</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>

        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;<U>Nonqualified Stock Options.</U> The price at which all nonqualified stock
options granted pursuant to the Plan may be exercised shall be the fair market
value of the Common Stock on the date of grant.<sup>6</sup></FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;<u>Fair Market Value.</u> For purposes of the Plan the term &#147;fair market
value&#148; shall be defined as the closing bid price of the Common Stock quoted
over the National Association of Securities Dealers Automated Quotation System
(&#147;NASDAQ&#148;) in the national market on the date of grant of the option or if
there is no trade on such date, the closing bid price on the last preceding
date upon which such Common Stock was traded. In the event that the Common
Stock is not traded over NASDAQ, the term fair market value shall be defined as
the closing bid price of the Common Stock published in the National Daily Stock
Quotation Summary on the date of grant of the option, of if there are no
quotations published on such date, on the most recent date upon which such
Common Stock was quoted. In the event that the Common Stock is listed upon an
established stock exchange or exchanges, such fair market value shall be deemed
to be the highest closing price of the Common Stock on such stock exchange or
exchanges on the date the option is granted, or if no sale of the Common Stock
shall have been made on any exchange on that date, then the next preceding day
on which there was a sale of such stock.</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;<u>Payment.</u>&nbsp;&nbsp;Payment of the exercise price may be (i)&nbsp;in cash, (ii)&nbsp;by
delivery to the Corporation of (x)&nbsp;irrevocable instructions to deliver to a
broker the stock certificates representing the shares for which the option is
being exercised, and (y)&nbsp;irrevocable instructions to the broker to sell such
shares and promptly deliver to the Corporation the portion of the proceeds
equal to the exercise price, or in the sole discretion of the Board or
Committee, (iii)&nbsp;by exchange of Common Stock of the Corporation, or, (iv)
partly in cash and partly by exchange of such Common Stock, provided that for
purposes of (iii)&nbsp;and (iv)&nbsp;the value of such Common Stock shall be the fair
market value on the date of exercise, and further provided that such Common
Stock shall have been held by the optionee for a period of at least six (6)
months prior to the date of exercise.</FONT></TD>
</TR>

</TABLE>
<P>
<HR size="1" width="18%" align="left" noshade>
<center>
<TABLE width="91%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="96%"><FONT size="2">&nbsp;</font></td>
</tr>
        <td><font size="2"><sup>6</sup> Revised February&nbsp;22, 2002, effective on the same date.</FONT></TD>
</TR>
</TABLE>
</center>
<P align="center"><FONT size="2">4</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board, the Stock Option/Award Committee or the Compensation Committee,
as the case may be, may permit deferred payment of all or any part of the
purchase price of the shares purchased pursuant to the Plan, provided the par
value of the shares must be paid in cash.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Suspension or Termination of Options.</u>&nbsp;&nbsp;Subject to earlier termination
as provided below, all stock options shall expire, and all rights granted under
Option Agreements shall become null and void, on the date specified in the
Option Agreement, which date shall be no later than ten (10)&nbsp;years after the
stock options are granted.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon termination of an employee&#146;s employment with the Corporation or a
Subsidiary for any reason, all options held by the employee that are not vested
and exercisable on the date of termination shall expire, and all rights granted
under the Option Agreement shall become null and void. To the extent that
stock options held by the employee are vested and exercisable on the date of
termination, shares subject to the stock options may be purchased during the
&#147;exercise period,&#148; after which the stock options shall expire, and all rights
granted under the Option Agreement shall become null and void. The &#147;exercise
period&#148; for shares subject to a nonqualified stock option held by an employee,
his heirs, legatees or legal representatives, as the case may be, ends on the
earlier of (i)&nbsp;the date on which the stock option expires by its terms, or (ii)
(A)&nbsp;when termination is due to death, disability, or resignation following
completion of a period of ten (10)&nbsp;or more years of continuous service, one (1)
year after the date of the employee&#146;s termination of employment, or (B)&nbsp;when
termination is due to any other reason, thirty (30)&nbsp;days after the date of
termination. The &#147;exercise period&#148; for shares subject to an incentive stock
option held by an employee, his heirs, legatees or legal representatives, as
the case may be, ends on the earlier of (i)&nbsp;the date on which the incentive
stock option expires by its terms, or (ii) (A)&nbsp;when termination is due to death
or disability one (1)&nbsp;year after the date of the employee&#146;s termination of
employment, or (B)&nbsp;when termination is due to any other reason, thirty (30)
days after the date of termination.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon termination of an Outside Director as a member of the Board due to
(i)&nbsp;resignation following completion of a period of ten (10)&nbsp;or more years of
continuous service as an Outside Director, (ii)&nbsp;death or (iii)&nbsp;disability, all
options held by the Outside Director that are not vested and exercisable on the
date of termination shall continue to vest during the &#147;exercise period&#148;
(defined below), as if the Outside Director had remained a member of the Board
during that period. Upon termination of an Outside Director as a member of the
Board for any other reason, all options held by the Outside Director that are
not vested and exercisable on the date of termination shall expire, and all
rights granted under the Option Agreement shall become null and void. To the
extent that stock options held by the Outside Director are vested and
exercisable on the date of termination, or become vested and exercisable during
the &#147;exercise period&#148; as provided above, shares subject to the stock options
may be purchased during that period, after which the stock options shall
expire, and all rights granted under the Option Agreement shall become null and
void. The &#147;exercise period&#148; for shares subject to a stock option held by an
Outside Director, his heirs, legatees or legal representatives, as the case may
be, ends on the earlier of (i)&nbsp;the date on which the stock option expires by
its terms, or (ii) (A)&nbsp;when termination is due to death, disability, or
resignation following completion of a period of ten (10)&nbsp;or more years of
continuous service as an Outside Director, one (1)&nbsp;year after the date of
termination of the Outside Director&#146;s service as a member of the Board, or (B)
when termination is due to any other reason, thirty (30)&nbsp;days after the date of
termination.<sup>7</sup>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An Option Agreement may provide for an exercise period following
termination of employment or termination as a member of the Board of up to six
(6)&nbsp;months in lieu of the thirty (30)-day period specified above.<sup>8</sup>
</FONT>
<P>
<HR size="1" width="18%" align="left" noshade>
<center>
<TABLE width="91%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="96%"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<tr>
        <TD><FONT size="2"><sup>7</sup> Revised May&nbsp;11, 2001, February&nbsp;22, 2002, and May&nbsp;10, 2002, each effective as
if included in the plan as revised in 1997.</font></td>
</tr>
<tr>
        <td><font size="2"><sup>8</sup> Added February&nbsp;22, 2002, effective as of December&nbsp;1, 2001.</FONT></TD>
</TR>
</TABLE>
</center>
<P align="center"><FONT size="2">5</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Director of Human Resources of the Corporation or his or her
designee reasonably believes an optionee other than an Outside Director has
committed an act of misconduct as described in this paragraph, the Director of
Human Resources may suspend the optionee&#146;s rights to exercise any option
pending a determination by the Board. If the Board determines an optionee
other than an Outside Director has committed an act of embezzlement, fraud,
dishonesty, nonpayment of any obligation owed to the Corporation, breach of
fiduciary duty or deliberate disregard of Corporation rules resulting in loss,
damage or injury to the Corporation, or if an optionee makes an unauthorized
disclosure of any trade secret or confidential information, engages in any
conduct constituting unfair competition, induces any customer to breach a
contract with an optionee or induces any principal for whom the Corporation
acts as agent to terminate such agency relationship, neither the optionee nor
his or her estate shall be entitled to exercise any option whatsoever. In
making such determination, the Board shall act fairly and shall give the
optionee an opportunity to appear and present evidence on his or her behalf at
a hearing before a committee of the Board. For any optionee who is an
&#147;officer&#148; for purposes of Section&nbsp;16 of the Act, the determination shall be
made by the Board, the Stock Option/Award Committee or the Compensation
Committee, whichever is responsible for administration of the Plan with respect
to the optionee.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Non-Transferability of Options.</u>&nbsp;&nbsp;Options pursuant to the Plan are not
transferable by the optionee otherwise than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Code, Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. Except as permitted by the preceding
sentence, no option nor any right granted under an Option Agreement shall be
transferred, assigned, pledged, hypothecated or disposed of in any other way
(whether by operation of law or otherwise), or be subject to execution,
attachment or similar process, and each option shall be exercisable during the
optionee&#146;s lifetime only by the optionee. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of such options or of such
other rights contrary to the provisions hereof, or to subject such options or
such other rights to execution, attachment or similar process, such options and
such other rights shall immediately terminate and become null and void.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Adjustment Provisions.</u>&nbsp;&nbsp;Except as otherwise provided in this paragraph
G, in the event of changes in the Common Stock by reason of any stock split,
combination of shares, stock dividend, reclassification, merger, consolidation,
reorganization, recapitalization or similar adjustment, or by reason of the
dissolution or liquidation of the Corporation, appropriate adjustments may be
made in (i)&nbsp;the aggregate number of or class of shares available under the
Plan, and (ii)&nbsp;the number, class and exercise price of shares remaining subject
to all outstanding options. Whether any adjustment or modification is to be
made as a result of the occurrence of any of the events specified in this
section, and the extent thereof, shall be determined by the Board, whose
determination shall be binding and conclusive. Notwithstanding the previous
sentence, in the event of a stock split, stock dividend or other event that is
functionally equivalent to a stock split or stock dividend, (i)&nbsp;the number of
shares subject to then-outstanding options will be adjusted so that upon
exercise of the option, the holder of each option will be entitled to receive
the number of shares or other securities which the holder would have been
entitled to receive after the event had the option been exercised immediately
before the earlier of the date of the consummation of the event or the record
date of the event (the &#147;event date&#148;), (ii)&nbsp;the price of each share subject to
then-outstanding options will be adjusted proportionately so that the aggregate
purchase price for all then-outstanding options will be the same immediately
after the event date as before the event date, (iii)&nbsp;an appropriate and
proportionate adjustment will be made as of the event date in the maximum
number of shares that may be issued pursuant to options granted under the Plan,
(iv)&nbsp;any adjustment with respect to then-outstanding incentive stock options
will be made in a transaction that does not constitute a modification under
Section&nbsp;424(h)(3) of the Code, and (v)&nbsp;any option to purchase fractional shares
resulting from an adjustment will be eliminated. Existence of the Plan or of
Option Agreements pursuant to the Plan shall in no way impair the right of the
Corporation or its stockholders to make or effect any adjustments,
recapitalizations, reorganizations or other changes in the Corporation&#146;s
capital structure or its business, or any merger, consolidation, dissolution or
liquidation of the Corporation, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock of the
Corporation, or any grant of options on its stock not pursuant to the Plan.
</FONT>
<P align="left"><FONT size="2"><B>VII. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rights as a Shareholder</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Optionees shall not have any of the rights and privileges of shareholders
of the Corporation in respect of any of the shares subject to any option
granted pursuant to the Plan unless and until a certificate, if any,
representing such shares shall have been issued and delivered.
</FONT>
<P align="center"><FONT size="2">6</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>VIII. &nbsp;&nbsp;&nbsp;&nbsp;Withholding</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent required by applicable federal, state, local or foreign law,
an optionee shall make arrangements satisfactory to the Corporation for the
satisfaction of any withholding tax obligations that arise by reason of an
option exercise or the disposition of shares acquired upon exercise of an
incentive stock option. The Corporation shall not be required to issue shares
until such obligations are satisfied. The Board, the Stock Option/Award
Committee, or the Compensation Committee, as the case may be, may permit these
obligations to be satisfied by having the Corporation withhold a portion of the
shares of Common Stock that otherwise would be issued upon exercise of the
option, or to the extent permitted, by permitting the optionee to tender shares
owned by the optionee.
</FONT>
<P align="left"><FONT size="2"><B>IX. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Receipt of Prospectus</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the execution of an Option Agreement, each optionee receiving options
pursuant to the Plan shall be given a Prospectus, as filed by the Corporation
under the Securities Act of 1933, including any exhibits thereto, describing
the Plan. Each Option Agreement shall contain an acknowledgment by the
optionee that the requirements of this section have been met.
</FONT>
<P align="left"><FONT size="2"><B>X. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Successors</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The provisions of the Plan shall be binding upon, and inure to the benefit
of, all successors of any optionee, including, without limitation, his estate
and the executors, administrators or trustees thereof, his heirs and legatees,
and any receiver, trustee in bankruptcy or representative of creditors of such
optionee.
</FONT>
<P align="left"><FONT size="2"><B>XI. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Termination and Amendment of the Plan</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall remain in effect until January&nbsp;1, 2006, unless sooner
terminated as hereinafter provided.<sup>9</sup> The Board shall have complete power and
authority at any time to terminate the Plan or to make such modification or
amendment thereof as it deems advisable and may from time to time suspend,
discontinue or abandon the Plan, provided that no such action by the Board
shall adversely affect any right or obligation with respect to any grant
theretofore made, and, further provided that without approval by vote of the
shareholders, the Board shall not adopt any amendment that would (i)&nbsp;materially
modify the requirements as to the exercise price of stock options, (ii)
increase the number of shares which may be issued under the Plan (except as
provided in paragraph G of Section&nbsp;VI hereof), (iii)&nbsp;materially modify the
requirements as to eligibility for participation in the Plan, or (iv)&nbsp;modify
the material terms of the Plan as to &#147;covered employees&#148; within the meaning of
Section&nbsp;162(m) of the Code.
</FONT>
<P align="left"><FONT size="2"><B>XII. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnification of Committee</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to such other rights of indemnification as they may have as
directors or as members of the Board, the Stock Option/Award Committee or the
Compensation Committee, as the case may be, the members of the Board, the Stock
Option/Award Committee or the Compensation Committee shall be indemnified by
the Corporation against the reasonable expenses, including attorneys&#146; fees
actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan, Option Agreements or any option granted
hereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by legal counsel selected by the Corporation) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such member is liable for negligence or
misconduct in the performance of his duties; provided that within sixty (60)
days after institution of any such action, suit or proceeding a member shall in
writing offer the Corporation the opportunity, at its own expense, to defend
the same.
</FONT>
<P>
<HR size="1" width="18%" align="left" noshade>
<center>
<TABLE width="91%" border="0" cellpadding="0" cellspacing="0">
<tr>
        <TD width="96%"><FONT size="2">&nbsp;</font></td>
</tr>
        <td><font size="2"><sup>9</sup> Revised May&nbsp;10, 2002, effective on the same date.</FONT></TD>
</TR>
</TABLE>
</center>
<P align="center"><FONT size="2">7</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P align="left"><FONT size="2"><B>XIII. &nbsp;&nbsp;&nbsp;&nbsp;Merger of the Corporation</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the options issued pursuant to this Plan are assumed in a
transaction to which Section&nbsp;424(a) of the Code applies, if the Corporation
shall (i)&nbsp;merge or consolidate with another corporation under circumstances
where the Corporation is not the surviving corporation, (ii)&nbsp;sell all, or
substantially all of its assets, or (iii)&nbsp;liquidate or dissolve, then each
option shall terminate on the date and immediately prior to the time such
merger, consolidation, sale, liquidation or dissolution becomes effective or is
consummated, provided that the holder of the option shall have the right
immediately prior to the effectiveness or consummation of such merger,
consolidation, sale, liquidation or dissolution, to exercise any or all of the
vested portion of the option, unless such option has otherwise expired or been
terminated pursuant to its terms or the terms hereof. In the event of such
merger, consolidation, sale, liquidation or dissolution, any portion of an
outstanding option which would have vested within one year after the date on
which such merger, consolidation, sale, liquidation or dissolution becomes
effective or is consummated shall vest immediately prior to the effectiveness
or consummation of such merger, consolidation, sale, liquidation or dissolution
and shall be part of the vested portion of the option which the holder of the
option may exercise.
</FONT>
<P align="left"><FONT size="2"><B>XIV. &nbsp;&nbsp;&nbsp;&nbsp;Approval of Plan; Effective Date</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The plan was adopted by the Board on April&nbsp;3, 1996, and was approved by
the shareholders on May&nbsp;10, 1996. The Plan was further amended by the Board on
February&nbsp;26, 1999, February&nbsp;25, 2000, and May&nbsp;11, 2001. The Plan was further
amended by the Board on February&nbsp;22, 2002, April&nbsp;28, 2002, and May&nbsp;10, 2002,
subject in certain respects to shareholder approval of the amendments at the
annual meeting of shareholders on June&nbsp;7, 2002.<sup>10</sup>
</FONT>
<P>
<HR size="1" width="18%" align="left" noshade>
<center>
<TABLE width="91%" border="0" cellpadding="0" cellspacing="0">
<tr>
        <TD width="96%"><FONT size="2">&nbsp;</font></td>
</tr>
<tr>
        <td><font size="2"><sup>10</sup> Revised February&nbsp;22, 2002, effective on the same date, and May&nbsp;10, 2002,
effective on the same date.</FONT></TD>
</TR>
</TABLE>
</center>
<P align="center"><FONT size="2">8</FONT>




</BODY>
</HTML>

</TEXT>
</DOCUMENT>
