BLACK BOX CORP
EXHIBIT 10.2
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<DESCRIPTION>EXHIBIT 10.2
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<P align="right" style="font-size: 10pt">Exhibit&nbsp;10.2



<P align="center" style="font-size: 10pt"><B>BLACK BOX CORPORATION<BR>
1992 DIRECTOR STOCK OPTION PLAN<BR>
(As Amended through August&nbsp;10, 2004)</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>I.&nbsp;PURPOSES</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BLACK BOX CORPORATION (the &#147;Company&#148;) desires to afford certain of its
directors, and certain directors of any subsidiary corporation or parent
corporation of the Company now existing or hereafter formed or acquired an
opportunity to acquire a proprietary interest in the Company, and thus to
create in such directors an increased interest in and a greater concern for the
welfare of the Company and its subsidiaries.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company, by means of this 1992 Director Stock Option Plan, as
originally approved on November&nbsp;11, 1992, and as further amended on, May&nbsp;10,
1994, August&nbsp;9, 1994, August&nbsp;7, 1995, August&nbsp;12, 1996, August&nbsp;13, 1997,
September&nbsp;2, 1997, February&nbsp;3, 1998, May&nbsp;5, 1998, August&nbsp;10, 1998, August&nbsp;10,
1999 August&nbsp;23, 2001, August&nbsp;15, 2002, August&nbsp;12, 2003 and August&nbsp;10, 2004 (the
&#147;Plan&#148;), seeks to retain the services of certain persons now serving as
directors and to secure the services of persons capable of filling such
positions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The stock options (&#147;Options&#148;) and stock appreciation rights (&#147;Rights&#148;)
offered pursuant to the Plan are a matter of separate inducement and are not in
lieu of any salary or other compensation for the services of any director.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Options granted under the Plan are intended to be options that do not
meet the requirements for incentive stock options within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>II.&nbsp;AMOUNT OF STOCK SUBJECT TO THE PLAN</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The total number of shares of common stock of the Company which may be
purchased or acquired pursuant to the exercise of Options or Rights granted
under the Plan shall not exceed, in the aggregate, 250,000 shares of the
authorized common stock, $.001 par value per share, of the Company (the
&#147;Shares&#148;), such number subject to adjustment as provided in Article&nbsp;XII hereof.
Shares that are the subject of Rights and related Options shall be counted
only once in determining whether the maximum number of Shares that may be
purchased or awarded under the Plan has been exceeded.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares acquired under the Plan may be either authorized but unissued
Shares or Shares of issued stock held in the Company&#146;s treasury, or both, at
the discretion of the Company. If and to the extent that Options or Rights
granted under the Plan expire or terminate without having been exercised, the
Shares covered by such expired or terminated Options or Rights shall again
become available for award under the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in Article&nbsp;XVIII and subject to Article&nbsp;II, the Company
may, from time to time during the period beginning on the date on which the
Company consummates an underwritten initial public offering of Shares (the
&#147;Effective Date&#148;) and originally ending on November&nbsp;30, 2002 but amended to end
on November&nbsp;2012 (the &#147;Termination Date&#148;), grant to certain directors of the
Company, or of any subsidiary corporation or parent corporation of the Company
now existing or hereafter formed or acquired, Options and/or Rights under the
terms hereinafter set forth.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provisions of the Plan that pertain to Options or Rights granted to a
director shall apply to Options, Rights or a combination thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used in the Plan, the term &#147;subsidiary corporation&#148; and &#147;parent
corporation&#148; shall mean, respectively, a corporation coming within the
definition of such terms contained in Sections 424(f) and 424(e) of the Code.


<P align="center" style="font-size: 10pt">&nbsp;
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>III. ADMINISTRATION</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The board of directors of the Company (the &#147;Board&#148;) may designate from
among its members a director stock option committee, (the &#147;Committee&#148;) to
administer the Plan. The Committee shall consist of no fewer than two members
of the Board. A majority of the members of the Committee shall constitute a
quorum, and the act of a majority of the members of the Committee shall be the
act of the Committee. Any member of the Committee may be removed at any time
either with or without cause by resolution adopted by the Board, and any
vacancy on the Committee at any time may be filled by resolution adopted by the
Board.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the express provisions of the Plan, the Board and the Committee
shall have authority, in their discretion, to determine the directors to whom
Options or Rights shall be granted, the time when such Options or Rights shall
be granted, the number of Shares which shall be subject to each Option or
Right, the purchase price or exercise price of each Option or Right, the
period(s) during which such Options or Rights shall become exercisable (whether
in whole or in part) and the other terms and provisions thereof (which need not
be identical).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the express provisions of the Plan, the Board and the Committee
also shall have authority to construe the Plan and the Options and Rights
granted thereunder, to amend the Plan and the Options and Rights granted
thereunder, to prescribe, amend and rescind rules and regulations relating to
the Plan, to determine the terms and provisions of the Options (which need not
be identical) and Rights (which need not be identical) granted thereunder and
to make all other determinations necessary or advisable for administering the
Plan. The Board and the Committee also shall have the authority to require, in
its discretion, as a condition of the granting of any such Option or Right,
that the director agree (i)&nbsp;not to sell or otherwise dispose of Shares acquired
pursuant to the exercise of such Option or Right for a period of six (6)&nbsp;months
following the date of the acquisition of such Option or Right and (ii)&nbsp;that in
the event of termination of service of such director, other than as a result of
removal without cause, such director will not, for a period to be fixed at the
time of the grant of the Option or Right, enter into any other employment or
participate directly or indirectly in any other business or enterprise which
is competitive with the business of the Company or any subsidiary corporation
or parent corporation of the Company, or enter into any employment in which
such director will be called upon to utilize special knowledge obtained through
service as a director of the Company or any subsidiary corporation or parent
corporation thereof. In no event will a director who is subject to the
reporting requirements of Section 16(a) of the Exchange Act be entitled to sell
or otherwise dispose of any Shares acquired pursuant to exercise of any such
Options or Rights for a period of six (6)&nbsp;months from the date of the
acquisition of such Options or Rights.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The determination of the Board or Committee on matters referred to in this
Article&nbsp;III shall be conclusive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board or Committee may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may rely
upon any opinion or computation received from any such legal counsel,
consultant or agent. Expenses incurred in the engagement of such counsel,
consultant or agent shall be paid by the Company. No member or former member
of the Board or Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any award of Options or Rights
granted hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IV.&nbsp;ELIGIBILITY</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options and Rights may be granted only to non-employee directors of the
Company or of any subsidiary corporation or parent corporation of the Company,
except as hereinafter provided. Any person who shall cease to serve on the
Board or a subsidiary corporation or parent corporation thereof, although such
person shall have entered into a consulting contract with the Company or a
subsidiary corporation or parent corporation thereof, shall not be eligible to
receive an Option or a Right.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan does not create a right in any director to participate in the
Plan, nor does it create a right in any director to have any Options or Rights
granted to him or her.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>V.&nbsp;OPTION PRICE AND PAYMENT</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The price for each Share purchasable under any Option granted hereunder
shall be such amount as the Committee shall deem appropriate but not less than
one hundred percent (100%) of the fair market value per share at the date the
Option is granted.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Shares are listed on a national securities exchange in the United
States (which, for purposes of this Article&nbsp;V, shall be deemed to include any
last sale reported over-the-counter market), on any date on which the fair
market value per Share shall be deemed to be the average of the high and low
quotations at which such Shares are sold on such national securities exchange
on the date such Option is granted. If the Shares are listed on a national
securities exchange in the United States on such date, but the Shares are not
traded on such date, or such national securities exchange is not open for
business on such date, the fair market value per Share shall be determined as
of the closest preceding date on which such exchange shall have been open for
business and the Shares shall have been traded. If the Shares are listed on
more than one national securities exchange in the United States on the date on
which the fair market value per Share is to be determined, the Committee shall
determine which national securities exchange shall be used for the purpose of
determining the fair market value per Share.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a public market exists for the Shares on any date on which the fair
market value per Share is to be determined but the Shares are not listed on a
national securities exchange in the United States, the fair market value per
Share shall be deemed to be the mean between the closing bid and asked
quotations in the over-the-counter market for the Shares on such date. If
there are no bid and asked quotations for the Shares on such date, the fair
market value per Share shall be deemed to be the mean between the closing bid
and asked quotations in the over-the-counter market for the Shares on the
closest date preceding such date for which such quotations are available.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If no public market exists for the Shares on any date on which the fair
market value per Share is to be determined, the Committee shall, in its sole
discretion and best judgment, determine the fair market value of a Share.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Plan, the determination by the Committee of the fair
market value of a Share shall be conclusive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the exercise of an Option granted hereunder, the Company shall cause
the purchased Shares to be issued only when it shall have received the full
purchase price for the Shares in cash or by certified check; provided, however,
that in lieu of cash, the holder of an Option may, if and to the extent the
terms of such Option so provide and to the extent permitted by applicable law,
exercise an Option (a)&nbsp;in whole or in part, by delivering to the Company shares
of common stock of the Company (in proper form for transfer and accompanied by
all requisite stock transfer tax stamps or cash in lieu thereof) owned by such
holder having a fair market value equal to the exercise price applicable to
that portion of the Option being exercised by the delivery of such Shares or
(b)&nbsp;in part, by delivering to the Company an executed promissory note on such
terms and conditions as the Committee shall determine, at the time of grant, in
its sole discretion; provided, however, that the principal amount of such note
shall not exceed eighty percent (80%) (or such lesser percentage as would be
permitted by applicable margin regulations) of the aggregate purchase price of
the Shares then being purchased pursuant to the exercise of such Option. The
fair market value of the stock so delivered shall be determined as of the date
immediately preceding the date on which the Option is exercised, or as may be
required in order to comply with or to conform to the requirements of any
applicable laws or regulations.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>VI.&nbsp;USE OF PROCEEDS</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The cash proceeds of the sale of Shares pursuant to the Plan are to be
added to the general funds of the Company and used for its general Corporate
purposes as the Board shall determine.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>VII. TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any Option shall be exercisable at such times, in such amounts and during
such period or periods as the Board or Committee shall determine at the date of
the grant of such Option.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the provisions of Article&nbsp;XVIII, the Board or Committee shall
have the right to accelerate, in whole or in part, from time to time,
conditionally or unconditionally, rights to exercise any Option granted
hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent that an Option is not exercised within the period of
exercisability specified therein, it shall expire as to the then unexercised
part.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In no event shall an Option granted hereunder be exercised for a fraction
of a Share.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>VIII. EXERCISE OF OPTIONS</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options granted under the Plan shall be exercised by the optionee as to
all or part of the Shares covered thereby by the giving of written notice of
the exercise thereof to the Corporate Secretary of the Company at the principal
business office of the Company, specifying the number of Shares to be purchased
and specifying a business day not more than fifteen (15)&nbsp;days from the date
such notice is given for the payment of the purchase price against delivery of
the Shares being purchased. Subject to the terms of Articles XIV, XVI, and
XVII, the Company shall cause certificates for the Shares so purchased to be
delivered to the optionee at the principal business office of the Company,
against payment of the full purchase price, on the date specified in the notice
of exercise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IX.&nbsp;STOCK APPRECIATION RIGHTS</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the discretion of the Board or Committee, a Right may be granted (i)
alone, (ii)&nbsp;simultaneously with the grant of an Option and in conjunction
therewith or in the alternative thereto or (iii)&nbsp;subsequent to the grant of an
Option and in conjunction therewith or in the alternative thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The exercise price of a Right granted alone shall be determined by the
Board or Committee but shall not be less than one hundred percent (100%) of the
fair market value of one Share on the date of grant of such Right. A Right
granted simultaneously with or subsequent to the grant of an Option and in
conjunction therewith or in the alternative thereto shall have the same
exercise price as the related Option, shall be transferable only upon the same
terms and conditions as the related Option, and shall be exercisable only to
the same extent as the related Option; provided, however, that a Right, by its
terms, shall be exercisable only when the fair market value of the Shares
subject to the Right and related Option exceeds the exercise price thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon exercise of a Right granted simultaneously with or subsequent to an
Option and in the alternative thereto, the number of Shares for which the
related Option shall be exercisable shall be reduced by the number of Shares
for which the Right shall have been exercised. The number of Shares for which
a Right shall be exercisable shall be reduced upon any exercise of a related
Option by the number of Shares for which such Option shall have been exercised.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any Right shall be exercisable upon such additional terms and conditions
as may from time to time be prescribed by the Board or Committee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A Right shall entitle the holder upon exercise thereof to receive from the
Company, upon a written request filed with the Secretary of the Company at its
principal offices (the &#147;Request&#148;), a number of Shares (with or without
restrictions as to substantial risk of forfeiture and transferability, as
determined by the Board
its sole discretion), an amount of cash, or any combination of Shares and cash,
as specified in the Request (but subject to the approval of the Board in its
sole discretion, at any time up to and including the time to payment, as to the
making of any cash payment), having an aggregate fair market value equal to the
product of (i)&nbsp;the excess of the fair market value, on the day of such Request,
of one Share over the exercise price per share specified in such Right or its
related Option, multiplied by (ii)&nbsp;the number of Shares for which such Right
shall be exercised.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any election by a holder of a Right to receive cash in full or partial
settlement of such Right, and any exercise of such Right for cash, may be made
only by a Request filed with the Corporate Secretary of the Company during the
period beginning on the third business day following the date of release for
publication by the Company of quarterly or annual summary statements of sales
and earnings and ending on the twelfth business day following such date.
Within thirty (30)&nbsp;days of the receipt by the Company of a Request to


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<P align="left" style="font-size: 10pt">receive cash in full or partial settlement of a Right or to exercise such Right for cash, the Committee shall,
in its sole discretion, either consent to or disapprove, in whole or in part,
such Request. A Request to receive cash in full or partial settlement of a
Right or to exercise a Right for cash may provide that, in the event the Board
shall disapprove such Request, such Request shall be deemed to be an exercise
of such Right for Shares.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Board disapproves in whole or in part any election by a holder to
receive cash in full or partial settlement of a Right or to exercise such Right
for cash, such disapproval shall not affect such holder&#146;s right to exercise
such Right at a later date, to the extent that such Right shall be otherwise
exercisable, or to elect the form of payment at a later date, provided that an
election to receive cash upon such later exercise shall be
subject to the approval of the Board. Additionally, such disapproval shall not
affect such holder&#146;s right to exercise any related Option or Options granted to
such holder under the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A holder of a Right shall not be entitled to request or receive cash in
full or partial payment of such Right unless such Right shall have been held
for six (6)&nbsp;months from the date of acquisition to the date of cash settlement
thereof; provided, however, that such prohibition shall not apply if the holder
of such Right is not subject to the reporting requirements of Section 16(a) of
the Exchange Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A Right shall be deemed exercised on the last day of its term, if not
otherwise exercised by the holder thereof, provided that the fair market value
of the Shares subject to the Right exceeds the exercise price thereof on such
date.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For all purposes of this Article&nbsp;IX, the fair market value of Shares shall
be determined in accordance with the principles set forth in Article&nbsp;V.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>X.&nbsp;NON-TRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither an Option nor a Right granted hereunder shall be transferable,
whether by operation of law or otherwise, other than by will or the law of
descent and distribution, and any Option or Right granted hereunder shall be
exercisable during the lifetime of the holder only by such holder. Except to
the extent provided above, Options and Rights may not be assigned, transferred,
pledged, hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XI.&nbsp;TERMINATION OF EMPLOYMENT</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the cessation of such person&#146;s status as a director of the Company
and all subsidiary corporations and parent corporations of the Company, an
Option or Right previously granted to the director, unless otherwise
specified by the Board or Committee in the Option or Right, shall, to the
extent not theretofore exercised, terminate and become null and void, provided
that:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) if the director shall die while serving as a director of such
corporation or during either the three (3)&nbsp;month or one (1)&nbsp;year period,
whichever is applicable, specified in clause (b)&nbsp;below and at a time when
such director was entitled to exercise an Option or Right as herein
provided, the legal representative of such director, or such person who
acquired such Option or Right by bequest or inheritance or by reason of
the death of the director, may, not later than one (1)&nbsp;year from the date
of death, exercise such Option or Right, to the extent not theretofore
exercised, in respect of any or all of such number of Shares as specified
by the Board or Committee in such Option or Right; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) if the service of any director to whom such Option or Right
shall have been granted shall terminate by reason of the director&#146;s
retirement (at such age or upon such conditions as shall be specified by
the Board), disability (as described in Section&nbsp;22(e)(3) of the Code) or
removal other than for cause (as defined below), and while such director
is entitled to exercise such Option or Right as herein provided, such
director shall have the right to exercise such Option or Right so granted,
to the extent not theretofore exercised, in respect of any or all of such
number of Shares as specified by the Board or Committee in such Option or
Right, at any time up to and including (i)&nbsp;three (3)&nbsp;months after the date
of such termination of service in the case of termination by reason of
retirement or removal other than for cause and (ii)&nbsp;one (1)&nbsp;year after the
date of termination of service in the case of termination by reason of
disability.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a director voluntarily terminates his or her service, or is discharged
for cause, any Option or Right granted hereunder shall, unless otherwise
specified by the Board or Committee in the Option or Right, forthwith terminate
with respect to any unexercised portion thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If an Option or Right granted hereunder shall be exercised by the legal
representative of a deceased or disabled director or former director, or by a
person who acquired an Option or Right granted hereunder by bequest or
inheritance or by reason of death of any director or former director, written
notice of such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such legal representative or
other person to exercise such Option or Right.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the purposes of the Plan, the term &#147;for cause&#148; shall mean (i)&nbsp;with
respect to a director who is party to a written agreement with, or,
alternatively, participates in a compensation or benefit plan of the Company or
a subsidiary corporation or parent corporation of the Company, which agreement
or plan contains a definition of &#147;for cause&#148; or &#147;cause&#148; (or words of like
import) for purposes of termination of service thereunder, &#147;for cause&#148; or
&#147;cause&#148; as defined in the most recent of such agreements or plans, or (ii)&nbsp;in
all other cases, as determined by the Board in its sole discretion, (a)&nbsp;the
willful commission by a director of a criminal or other act that causes or
probably will cause substantial economic damage to the Company or a subsidiary
corporation or parent corporation of the Company or substantial injury to the
business reputation of the Company or a subsidiary corporation or parent
corporation of the Company; (b)&nbsp;the commission by a director of an act of fraud
in the performance of such director&#146;s duties on behalf of the Company or a
subsidiary corporation or parent corporation of the Company; or (c)&nbsp;the
continuing willful failure of a director to perform the duties of such director
to the Company or a subsidiary corporation or parent corporation of the Company
(other than such failure resulting from the director&#146;s incapacity due to
physical or mental illness) after written notice thereof (specifying the
particulars thereof in reasonable detail) and a reasonable opportunity to be
heard and cure such failure are given to the director by the Board or the
Committee. For purposes of the Plan, no act, or failure to act, on the
director&#146;s part shall be considered &#147;willful&#148; unless done or omitted to be done
by the director not in good faith and without reasonable belief that the
director&#146;s action or omission was in the best interest of the Company or a
subsidiary corporation or parent corporation of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of the complete liquidation or dissolution of a subsidiary
corporation, or in the event that the Company ceases to own, directly or
indirectly, stock possessing 50% or more of the total combined voting power of
all classes of stock of such corporation, any unexercised Options or Rights
theretofore granted to any person who served as a director of such subsidiary
corporation will be deemed canceled unless such person serves on the Board or
board of directors of any parent corporation or another subsidiary corporation
after the occurrence of such event. In the event an Option or Right is to be
canceled pursuant to the provisions of the previous sentence, notice of such
cancellation will be given to each director holding unexercised Options or
Rights and such holder will have the right to exercise such Options or Rights
in full (without regard to any limitation set forth or imposed pursuant to
Article&nbsp;VII) during the 30&nbsp;day period following notice of such cancellation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything to the contrary contained in this Article&nbsp;XI, in
no event, however, shall any person be entitled to exercise any Option or Right
after the expiration of the period of exercisability of such Option or Right as
specified therein.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XII. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of any change in the outstanding Shares through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
split-up, split-off, spin-off, combination of shares, exchange of shares, or
other like change in capital structure of the Company, the Board or Committee
shall make such adjustment to each outstanding Option and Right that it, in its
sole discretion, deems appropriate. The term &#147;Shares&#148; after any such change
shall refer to the securities, cash and/or property then receivable upon
exercise of an Option or Right. In addition, in the event of any such change,
the Board or Committee shall make any further adjustment as may be appropriate
to the maximum number of Shares which may be acquired under the Plan pursuant
to the exercise of Options and Rights, the maximum number of Shares which may
be so acquired by one director and the number of Shares and prices per Share
subject to outstanding Options and Rights as shall be equitable to prevent
dilution or enlargement of rights under such Options or Rights, and the
determination of the Board or Committee as to these matters shall be
conclusive.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of a &#147;change in control&#148; of the Company, all then outstanding
Options and Rights shall immediately become exercisable. For purposes of the
Plan, a &#147;change in control&#148; of the Company occurs if: (a)&nbsp;any &#147;Person&#148; (as such
term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;), is or becomes the &#147;beneficial owner&#148; (as
defined in Rule&nbsp;13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing (i)&nbsp;50% or more of the combined voting
power of the Company&#146;s then-outstanding securities; or (ii)&nbsp;25% or more but
less than 50% of the combined voting power of the Company&#146;s then outstanding
securities if such transaction(s) giving rise to such beneficial ownership are
not approved by the Board; or (b)&nbsp;at any time a majority of the members of the
Bard has been elected or designated by any Person; or (c)&nbsp;the Board shall
approve a sale of all or substantially all of the assets, the result of which
would be the occurrence of any event described in clause (a)&nbsp;or (b)&nbsp;above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board or Committee, in its discretion, may determine that, upon the
occurrence of a transaction described in the preceding paragraph, each Option
or Right outstanding hereunder shall terminate within a specified number of
days after notice to the holder, and such holder shall receive, with respect to
each Share subject to such Option or Right, cash in an amount equal to the
excess of the fair market value of such Shares immediately prior to the
occurrence of such transaction over the exercise price per share of such Option
or Right.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XIII. RIGHT TO TERMINATE EMPLOYMENT</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the service of
any holder of Options or Rights and it shall not impose any obligation on the
part of any holder of Options or Rights to remain in the service of the Company
or of any subsidiary corporation or parent corporation thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XIV. PURCHASE FOR INVESTMENT</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except for hereinafter provided, the Board or Committee may require a
director, as a condition upon exercise of any Option or Right granted
hereunder, to execute and deliver to the Company (a)&nbsp;stock powers with respect
to Shares underlying a particular Option or Right and required to be held by a
custodian, and (b)&nbsp;a written statement, in form satisfactory to the Board or
Committee in which the director represents and warrants that Shares are being
acquired for such person&#146;s own account for investment only and not with a view
to the resale or distribution thereof. The director shall, at the request of
the Board or Committee, be required to represent and warrant in writing that
any subsequent resale or distribution of Shares by the director shall be made
only pursuant to either (i)&nbsp;a Registration Statement on an appropriate form
under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), which
Registration Statement has become effective and is current with regard to the
Shares being sold, or (ii)&nbsp;a specific exemption from the registration
requirements of the Securities Act, but in claiming such exemption the director
shall, prior to any offer of sale or sale of such Shares, obtain a prior
favorable written opinion of counsel, in form and substance satisfactory to
counsel for the Company, as to the application of such exemption thereto. The
foregoing restriction shall not apply to (i)&nbsp;issuances by the Company so long
as the Shares being issued are registered under the Securities Act and a
prospectus in respect thereof is current or (ii)&nbsp;re-offerings of Shares by
affiliates of the Company (as defined in Rule&nbsp;405 or any successor rule or
regulation promulgated under the Securities Act) if the Shares being re-offered
are registered under the Securities Act and a prospectus in respect thereof is
current.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XV.&nbsp;ISSUE OF CERTIFICATES, LEGENDS, PAYMENT OF EXPENSES</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon any exercise of an Option or Right which may be granted hereunder
and, in the case of an Option, payment of the purchase price, a certificate or
certificates for the Shares shall be issued by the Company in the name of the
person exercising the Option or Right and shall be delivered to or upon the
order of such person.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company may endorse such legend or legends upon the certificates for
Shares issued pursuant to the Plan and may issue such &#147;stop transfer&#148;
instructions to its transfer agent in respect of such Shares as, in its
discretion, it determines to be necessary or appropriate to (i)&nbsp;prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Securities Act, (ii)&nbsp;implement the provisions of the Plan and any agreement
between the Company and the optionee or grantee with respect to such Shares.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall pay all issue or transfer taxes with respect to the
issuance of transfer of Shares, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer, except
fees and expenses which may be necessitated by the filing or amending of a
Registration Statement under the Securities Act, which fees and expenses shall
be borne by the recipient of the Shares unless such Registration Statement has
been filed by the Company for its own corporate purposes (and the Company so
states) in which event the recipient of the Shares shall bear only fees and
expenses as are attributable solely to the inclusion of the Shares he or she
receives in the Registration Statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All Shares issued as provided herein shall be fully paid and
non-assessable to the extent permitted by law.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XVI. LISTING OF SHARES AND RELATED MATTERS</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board or Committee may delay any award, issuance or delivery of Shares
if it determines that listing, registration or qualification of Shares or the
consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the sale or
purchase of Shares under the Plan, until such listing, registration,
qualification, consent or approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Committee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XVII. AMENDMENT OF THE PLAN</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board or the Committee, as the case may be, may, from time to time,
amend the Plan, provided that no amendment shall be made, without the approval
of the stockholders of the Company, that will (i)&nbsp;increase the total number of
Shares reserved for Options under the Plan (other than an increase resulting
from an adjustment provided for in Article&nbsp;XII), (ii)&nbsp;reduce the exercise price
of any Option granted hereunder below the price required by Article&nbsp;V, (iii)
modify the provisions of the Plan relating to eligibility, or (iv)&nbsp;materially
increase the benefits accruing to participants under the Plan. The rights and
obligations under any Option or Right granted before amendment of the Plan or
any unexercised portion of such Option or Right shall
not be adversely affected by amendment of the Plan, Option or Right without the
consent of the holder of such Option or Right.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XVIII. TERMINATION OR SUSPENSION OF THE PLAN</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board may at any time suspend or terminate the Plan. The Plan, unless
sooner terminated by action of the Board, shall terminate at the close of
business on the Termination Date. Options and Rights may not be granted while
the Plan is suspended or after it is terminated. Rights and obligations under
any Option or Right granted while the Plan is in effect shall not be altered or
impaired by suspension or termination of the Plan, except upon the consent of
the person to whom the Option or Right was granted. The power of the Board or
Committee to construe and administer any Options or Rights granted prior to the
termination or suspension of the Plan under Article&nbsp;III nevertheless shall
continue after such termination or during such suspension.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XIX. GOVERNING LAW</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan, such Options and Rights as may be granted thereunder and all
related matters shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware from time to time obtaining.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XX.&nbsp;PARTIAL INVALIDITY</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The invalidity or illegibility of any provision hereof shall not be deemed
to affect the validity of any other provision.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>XXI. EFFECTIVE DATE</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall become effective at 5:30 P.M., New York City Time, on the
Effective Date.


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