Garmin Ltd – ‘8-K’ for 6/3/05 – EX-10

On:  Monday, 6/6/05, at 5:59pm ET   ·   As of:  6/7/05   ·   For:  6/3/05   ·   Accession #:  1121788-5-21   ·   File #:  0-31983

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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         8     25K 
 2: EX-10       Material Contract                                     27    121K 
 3: EX-10       Material Contract                                      9     37K 
 4: EX-10       Material Contract                                      9     36K 
 5: EX-10       Material Contract                                      9     36K 

EX-10   —   Material Contract
Exhibit Table of Contents

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                                                                    EXHIBIT 10.1

 GARMIN LTD.

2005 EQUITY INCENTIVE PLAN

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                                                                          Page

Article 1.  Establishment, Objectives and Duration............................1 

     1.1.   Establishment of the Plan........................................1
     1.2.   Objectives of the Plan...........................................1
     1.3.   Duration of the Plan.............................................1

Article 2.  Definitions.......................................................1 

Article 3.  Administration....................................................7 

     3.1.   Board and Committee..............................................7
     3.2.   Powers of the Board..............................................7
Article 4.  Shares Subject to the Plan........................................9 

     4.1.   Number of Shares Available.......................................9
     4.2.   Adjustments in Authorized Shares................................10
     4.3.   Newly Issued Shares.............................................10

Article 5.  Eligibility and General Conditions of Awards.....................11 

     5.1.   Eligibility.....................................................11
     5.2.   Grant Date......................................................11
     5.3.   Maximum Term....................................................11
     5.4.   Award Agreement.................................................11
     5.5.   Restrictions on Share Transferability...........................11
     5.6.   Termination of Affiliation......................................11
     5.7.   Nontransferability of Awards....................................14

Article 6.  Stock Options....................................................15 

     6.1.   Grant of Options................................................15
     6.2.   Award Agreement.................................................15
     6.3.   Option Price....................................................15
     6.4.   Grant of Incentive Stock Options................................15
     6.5.   Exercise of Options.............................................17

Article 7.  Stock Appreciation Rights........................................17 

     7.1.   Grant of SARs...................................................17
     7.2.   SAR Award Agreement.............................................18
     7.3.   Exercise of SARs................................................18
     7.4.   Expiration of SARs..............................................18
     7.5.   Payment of SAR Amount...........................................18

Article 8.  Restricted Shares................................................18 

     8.1.   Grant of Restricted Shares......................................18

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     8.2.   Award Agreement.................................................19
     8.3.   Consideration...................................................19
     8.4.   Effect of Forfeiture............................................19
     8.5.   Escrow; Legends.................................................19

Article 9.  Performance Units and Performance Shares.........................19 

     9.1.   Grant of Performance Units and Performance Shares...............19
     9.2.   Value/Performance Goals.........................................19
     9.3.   Payment of Performance Units and Performance Shares.............20
9.4.   Form and Timing of Payment of Performance Units and          
            Performance Shares..............................................20

Article 10.  Bonus Shares and Deferred Shares................................20 

     10.1.  Bonus Shares....................................................20
     10.2.  Deferred Shares.................................................20

Article 11.  Beneficiary Designation.........................................21 

Article 12.  Rights of Employees.............................................21 

     12.1.  Employment......................................................21
     12.2.  Participation...................................................21

Article 13.  Amendment, Modification, and Termination........................21 

     13.1.  Amendment, Modification, and Termination........................21
13.2.  Adjustments Upon Certain Unusual or Nonrecurring             
            Events..........................................................21
     13.3.  Awards Previously Granted.......................................21

Article 14.  Withholding.....................................................22 

     14.1.  Mandatory Tax Withholding.......................................22
     14.2.  Notification under Code Section 83(b)...........................22

Article 15.  Equity Incentive Plans of Foreign Subsidiaries..................22 

Article 16.  Additional Provisions...........................................22 

     16.1.  Successors......................................................22
     16.2.  Gender and Number...............................................23
     16.3.  Severability....................................................23
     16.4.  Requirements of Law.............................................23
     16.5.  Securities Law Compliance.......................................23
     16.6.  No Rights as a Shareholder......................................23
     16.7.  Nature of Payments..............................................24
     16.8.  Governing Law...................................................24

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 GARMIN LTD.
2005 Equity Incentive Plan

Article 1.  Establishment, Objectives and Duration                              

     1.1.  Establishment of the Plan. Garmin Ltd., a Cayman Islands company (the
"Company"), hereby establishes an incentive compensation plan to be known as the
Garmin Ltd. 2005 Equity Incentive Plan (the "Plan"). The Plan was adopted by the
Board of  Directors  of the Company  (the  "Board"),  on March 1, 2005,  and was
approved  by the  shareholders  of the  Company  on June 3,  2005.  The  Plan is
effective as of June 3, 2005 (the "Effective Date").                            

     1.2. Objectives of the Plan. The Plan is intended to allow employees of the
Company and its  Subsidiaries  to acquire or increase  equity  ownership  in the
Company,  or to be  compensated  under the Plan based on growth in the Company's
equity  value,  thereby  strengthening  their  commitment  to the success of the
Company and  stimulating  their efforts on behalf of the Company,  and to assist
the Company and its  Subsidiaries  in  attracting  new  employees  and retaining
existing employees.  The Plan is also intended to optimize the profitability and
growth of the Company through incentives which are consistent with the Company's
goals; to provide  incentives for excellence in individual  performance;  and to
promote teamwork.                                                               

     1.3.  Duration of the Plan.  The Plan shall  commence on the Effective Date
and  shall  remain  in  effect,  subject  to the  right of the Board to amend or
terminate the Plan at any time  pursuant to Article 13 hereof,  until all Shares
subject to it shall have been  purchased  or  acquired  according  to the Plan's
provisions.                                                                     

Article 2.  Definitions                                                         

     Whenever used in the Plan, the following  terms shall have the meanings set
forth below:                                                                    

2.1. "Article" means an Article of the Plan.                          

     2.2.  "Award" means  Options,  Restricted  Shares,  Bonus Shares,  Deferred
Shares, SARs, Performance Units or Performance Shares granted under the Plan.   

     2.3.  "Award  Agreement"  means a  written  agreement  by which an Award is
evidenced.                                                                      

     2.4.  "Beneficial Owner" has the meaning specified in Rule 13d-3 of the SEC
under the Exchange Act.                                                         

2.5. "Board" has the meaning set forth in Section 1.1.                

     2.6. "Bonus Shares" means Shares that are awarded to a Grantee without cost
and without  restrictions in recognition of past performance (whether determined
by reference to another employee benefit plan of the Company or otherwise) or as
an incentive to become an employee of the Company or a Subsidiary.              

2.7. "Cause" means, unless otherwise defined in an Award Agreement,   

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     (a) a  Grantee's  conviction  of,  plea  of  guilty  to,  or  plea  of nolo
contendere to a felony or other crime that involves  fraud,  dishonesty or moral
turpitude,                                                                      

     (b) any  willful  action or omission  by a Grantee  which would  constitute
grounds for immediate  dismissal under the employment policies of the Company or
the  Subsidiary  by which  Grantee is  employed,  including  but not  limited to
intoxication  with alcohol or illegal drugs while on the premises of the Company
or any Subsidiary, or violation of sexual harassment laws or the internal sexual
harassment policy of the Company or the Subsidiary by which Grantee is employed,

     (c) a Grantee's  habitual  neglect of duties,  including but not limited to
repeated absences from work without reasonable excuse, or                       

     (d)  a  Grantee's  willful  and  intentional  material  misconduct  in  the
performance of his duties that results in financial  detriment to the Company or
any Subsidiary;                                                                 

provided,  however,  that for purposes of clauses (b), (c) and (d),  Cause shall
not include any one or more of the  following:  bad judgment,  negligence or any
act or  omission  believed  by the  Grantee in good faith to have been in or not
opposed to the interest of the Company  (without  intent of the Grantee to gain,
directly or indirectly, a profit to which the Grantee was not legally entitled).
A Grantee  who  agrees to resign  from his  affiliation  with the  Company  or a
Subsidiary  in lieu of being  terminated  for  Cause  may be deemed to have been
terminated for Cause for purposes of this Plan.                                 

     2.8.  "Change  of  Control"  means,  unless  otherwise  defined in an Award
Agreement, any one or more of the following:                                    

          (a) any Person other than (i) a Subsidiary,  (ii) any employee benefit
     plan (or any related  trust) of the Company or any of its  Subsidiaries  or
     (iii) any Excluded  Person,  becomes the Beneficial Owner of 35% or more of
     the common shares of the Company or of Voting  Securities  representing 35%
     or more of the  combined  voting  power of the  Company  (such a person  or
     group, a "35% Owner"), except that (i) no Change of Control shall be deemed
     to have  occurred  solely  by  reason  of such  beneficial  ownership  by a
     corporation  with respect to which both more than 60% of the common  shares
     of such corporation and Voting Securities representing more than 60% of the
     aggregate  voting  power of such  corporation  are then owned,  directly or
     indirectly,  by the persons  who were the direct or indirect  owners of the
     common shares and Voting Securities of the Company  immediately before such
     acquisition  in  substantially  the same  proportions  as their  ownership,
     immediately  before  such  acquisition,  of the  common  shares  and Voting
     Securities  of the  Company,  as the case may be and (ii) such  corporation
shall not be deemed a 35% Owner; or                                   

          (b) the Incumbent  Directors  (determined  using the Effective Date as
     the baseline  date) cease for any reason to  constitute at least a majority
of the directors of the Company then serving; or                      

          (c) the  consummation by the Company (whether  directly  involving the
     Company  or  indirectly   involving   the  Company   through  one  or  more
     intermediaries)  of a merger,  reorganization,  consolidation,  or  similar

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     transaction,  or the sale or other  disposition of all or substantially all
     (at  least  40%) of the  consolidated  assets of the  Company  or a plan of
     liquidation  of  the  Company  (any  of  the  foregoing   transactions,   a
     "Reorganization   Transaction")  which  is  not  an  Exempt  Reorganization
Transaction.                                                          

The  definition  of "Change of Control"  may be amended at any time prior to the
occurrence of a Change of Control,  and such amended definition shall be applied
to all Awards granted under the Plan whether or not outstanding at the time such
definition   is  amended,   without   requiring  the  consent  of  any  Grantee.
Notwithstanding  the occurrence of any of the foregoing events,  (a) a Change of
Control  shall be deemed not to have  occurred  with  respect to any  Section 16
Person if such  Section 16 Person is, by  agreement  (written or  otherwise),  a
participant on such Section 16 Person's own behalf in a transaction which causes
the Change of Control to occur and (b) a Change of Control  shall not occur with
respect to a Grantee if, in advance of such event, the Grantee agrees in writing
that such event shall not constitute a Change of Control.                       

     2.9.  "Change  of  Control  Period"  has the  meaning  set forth in Section
5.6(c).                                                                         

     2.10.  "Change of Control  Value" means the Fair Market Value of a Share on
the date of a Change of Control.                                                

     2.11.  "Code" means the Internal Revenue Code of 1986, as amended from time
to time,  and  regulations  and rulings  thereunder.  References to a particular
section of the Code include  references  to successor  provisions of the Code or
any successor statute.                                                          

2.12. "Company" has the meaning set forth in Section 1.1.             

     2.13.  "Deferred  Shares"  means  Shares that are awarded to a Grantee on a
deferred basis pursuant to Section 10.2                                         

     2.14.  "Disabled"  or  "Disability"  means an  individual  (i) is unable to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12)  months or (ii) is, by reason of any  medically  determinable  physical  or
mental impairment which can be expected to result in death or can be expected to
last for a  continuous  period of not less than  twelve (12)  months,  receiving
income  replacement  benefits  for a period  of not less  than 3 months  under a
Company-sponsored  accident and health plan. Notwithstanding the foregoing, with
respect to an Incentive Stock Option,  "Disability"  means a permanent and total
disability,  within the meaning of Code Section  22(e)(3),  as determined by the
Board  in  good  faith,  upon  receipt  of  medical  advice  from  one  or  more
individuals,  selected  by the Board,  who are  qualified  to give  professional
medical advice.                                                                 

2.15. "Effective Date" has the meaning set forth in Section 1.1.      

   2.16. "Eligible Person" means any employee (including any officer) of the
Company or any Subsidiary, including any such employee who is on an approved    
leave of absence or has been subject to a disability which does not qualify as a
Disability.                                                                     

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     2.17. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
References  to a particular  section of the Exchange Act include  references  to
successor provisions.                                                           

     2.18.  "Excluded  Person"  means any Person who,  along with such  Person's
Affiliates  and  Associates  (as such  terms are  defined  in Rule  12b-2 of the
General Rules and Regulations under the Exchange Act) is the Beneficial Owner of
15% or more of the Shares outstanding as of the Effective Date.                 

     2.19.   "Exempt   Reorganization   Transaction"   means  a   Reorganization
Transaction  which (i)  results in the  Persons  who were the direct or indirect
owners of the  outstanding  common  shares and Voting  Securities of the Company
immediately before such Reorganization  Transaction becoming,  immediately after
the  consummation  of such  Reorganization  Transaction,  the direct or indirect
owners  of both  more  than 60% of the  then-outstanding  common  shares  of the
Surviving  Corporation and Voting  Securities  representing more than 60% of the
aggregate voting power of the Surviving  Corporation,  in substantially the same
respective  proportions  as such  Persons'  ownership  of the common  shares and
Voting  Securities  of  the  Company   immediately  before  such  Reorganization
Transaction, or (ii) after such transaction, more than 50% of the members of the
board of directors of the Surviving  Corporation were Incumbent Directors at the
time of the Board's approval of the agreement  providing for the  Reorganization
Transaction  or other action of the Board  approving the  transaction  (or whose
election or  nomination  was  approved by a vote of at least  two-thirds  of the
members who were members of the Board at that time).                            

     2.20. "Fair Market Value" means (A) with respect to any property other than
Shares,  the fair market value of such  property  determined  by such methods or
procedures as shall be established  from time to time by the Board, and (B) with
respect to Shares,  the average of the high and low trading  prices on such date
on the NASDAQ  National Market System (or, if no sale of Shares was reported for
such date, on the next  preceding  date on which a sale of Shares was reported),
(i) if the Shares are not listed on the NASDAQ NMS,  the average of the high and
low  trading  prices of the Shares on such date on the New York  Stock  Exchange
Composite  Transactions  Tape (or,  if no sale of Shares was  reported  for such
date, on the next preceding  date on which a sale of Shares was reported),  (ii)
if the Shares  are not listed on the NASDAQ NMS or the New York Stock  Exchange,
the  average  of the high and low  trading  prices of the  Shares on such  other
national  exchange on which the Shares are principally  traded or as reported by
the NASDAQ Stock Market, or similar  organization,  or if no such quotations are
available,  the  average  of the  high  bid  and  low  asked  quotations  in the
over-the-counter   market;  in  either  case  for  such  date  (or  if  no  such
transactions  in Shares were reported for such date, on the next  preceding date
on which a sale of Shares was  reported;  or (iii) in the event that there shall
be no public  market  for the  Shares,  the fair  market  value of the Shares as
determined in good faith by the Board.                                          

     2.21. "Freestanding SAR" means any SAR that is granted independently of any
Option.                                                                         

     2.22.  "Good  Reason"  means any action by the  Company  or the  Subsidiary
employing a Grantee which results in any of the following  without the Grantee's
consent:  (a) a material  diminution  or other  material  adverse  change in the
Grantee's  position,  authority or duties, (b) requiring the Grantee to be based

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at any office or location  more than 50 miles from the location  where he or she
was previously based; (c) a material diminution in the Grantee's compensation in
the  aggregate,  other than a diminution  applicable to all  similarly  situated
employees. A Grantee shall not have Good Reason to terminate his or her position
unless,  (1) within 60 days following the event or circumstance  set forth above
in  (a),  (b) or (c),  the  Grantee  notifies  the  Company  of  such  event  or
circumstance,  (2) the Grantee gives the Company 30 days to correct the event or
circumstance,  and (3) the Company does not correct,  in all material  respects,
such event or circumstance.                                                     

2.23. "Grant Date" has the meaning set forth in Section 5.2.          

2.24. "Grantee" means an individual who has been granted an Award.    

     2.25.  "Including" or "includes" mean "including,  without  limitation," or
"includes, without limitation", respectively.                                   

     2.26.  "Incumbent  Directors"  means,  as of any specified  baseline  date,
individuals  then  serving as members of the Board who were members of the Board
as of the date  immediately  preceding  such  baseline  date;  provided that any
subsequently-appointed  or  elected  member  of the  Board  whose  election,  or
nomination  for  election  by  shareholders  of the  Company  or  the  Surviving
Corporation,  as  applicable,  was  approved  by a vote or written  consent of a
majority of the directors  then  comprising the Incumbent  Directors  shall also
thereafter be considered an Incumbent Director, unless the initial assumption of
office of such subsequently-elected or appointed director was in connection with
(i) an actual or threatened election contest,  including a consent solicitation,
relating to the election or removal of one or more members of the Board,  (ii) a
"tender  offer" (as such term is used in Section 14(d) of the Exchange  Act), or
(iii) a proposed Reorganization Transaction.                                    

     2.27.  "Option"  means an  option  granted  under  Article  6 of the  Plan,
including an incentive stock option.                                            

     2.28. "Option Price" means the price at which a Share may be purchased by a
Grantee pursuant to an Option.                                                  

     2.29.  "Option  Term"  means the period  beginning  on the Grant Date of an
Option and ending on the  expiration  date of such  Option,  as specified in the
Award  Agreement for such Option and as may,  consistent  with the provisions of
the Plan,  be extended  from time to time by the Board  prior to the  expiration
date of such Option then in effect.                                             

2.30. "Performance Period" has the meaning set forth in Section 9.2.  

     2.31.  "Performance  Share" or "Performance Unit" has the meaning set forth
in Article 9.                                                                   

     2.32. "Period of Restriction" means the period during which the transfer of
Restricted  Shares is  limited in some way  (based on the  passage of time,  the
achievement  of  performance  goals,  or upon the  occurrence of other events as
determined  by the  Board) or the Share are  subject  to a  substantial  risk of
forfeiture, as provided in Article 8.                                           

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     2.33.  "Person"  shall have the  meaning  ascribed  to such term in Section
3(a)(9)  of the  Exchange  Act and used in  Sections  13(d) and  14(d)  thereof,
including a "group" as defined in Section 13(d) thereof.                        

2.34. "Plan" has the meaning set forth in Section 1.1.                

2.35. "Plan Committee" has the meaning set forth in Article 3.        

     2.36.  "Reorganization  Transaction"  has the  meaning set forth in Section
2.8(c).                                                                         

     2.37.  "Restricted  Shares"  means  Shares  that are  subject  to  transfer
restrictions and are subject to forfeiture if conditions  specified in the Award
Agreement applicable to such Shares are not satisfied.                          

     2.38.  "Rule  16b-3"  means  Rule  16b-3  promulgated  by the SEC under the
Exchange Act, together with any successor rule, as in effect from time to time. 

     2.39. "SAR" means a stock  appreciation right and includes both Tandem SARs
and Freestanding SARs.                                                          

     2.40. "SAR Term" means the period  beginning on the Grant Date of a SAR and
ending on the expiration  date of such SAR, as specified in the Award  Agreement
for such SAR and as may, consistent with the provisions of the Plan, be extended
from time to time by the Board prior to the expiration  date of such SAR then in
effect.                                                                         

     2.41. "SEC" means the United States Securities and Exchange Commission,  or
any successor thereto.                                                          

     2.42.  "Section" means, unless the context otherwise requires, a Section of
the Plan.                                                                       

     2.43.  "Section  16 Person"  means a person  who is subject to  obligations
under  Section 16 of the  Exchange Act with  respect to  transactions  involving
equity securities of the Company.                                               

2.44. "Share" means a common share, $0.01 par value, of the Company.  

     2.45.  "Subsidiary" means with respect to any Person (a) any corporation of
which  more  than 50% of the  Voting  Securities  are at the time,  directly  or
indirectly,  owned by such Person,  and (b) any partnership or limited liability
company in which such Person has a direct or indirect  interest  (whether in the
form of voting power or  participation  in profits or capital  contribution)  of
more than 50%. Solely with respect to a grant of an incentive stock option under
the  requirements of Section 422 of the Code,  "Subsidiary"  means a "subsidiary
corporation" as defined in Section 424(f) of the Code.                          

2.46. "Substitute Option" has the meaning set forth in Section 6.3.   

     2.47.  "Surviving  Corporation"  means  the  corporation  resulting  from a
Reorganization Transaction or, if Voting Securities representing at least 50% of

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the  aggregate  voting  power of such  resulting  corporation  are  directly  or
indirectly owned by another corporation, such other corporation.                

     2.48.  "Tandem  SAR"  means a SAR that is granted in  connection  with,  or
related to, an Option, and which requires forfeiture of the right to purchase an
equal number of Shares  under the related  Option upon the exercise of such SAR;
or  alternatively,  which requires the  cancellation  of an equal amount of SARs
upon the purchase of the Shares subject to the Option.                          

2.49. "Tax Withholding" has the meaning set forth in Section 14.1(a). 

     2.50.  "Termination  of  Affiliation"  occurs  on the first day on which an
individual is for any reason no longer providing  services to the Company or any
Subsidiary in the capacity of an employee,  or with respect to an individual who
is an employee of a Subsidiary, the first day on which such Subsidiary ceases to
be a Subsidiary.  A Termination of Affiliation  shall have the same meaning as a
"separation from service" under Code Section 409A(2)(A)(i).                     

     2.51.  "Voting  Securities"  of a  corporation  means  securities  of  such
corporation  that are entitled to vote  generally in the election of  directors,
but not including any other class of  securities  of such  corporation  that may
have voting power by reason of the occurrence of a contingency.                 

Article 3.  Administration                                                      

     3.1.  Board and  Committee.  Subject to Article 13, and to Section 3.2, the
Plan shall be  administered  by the Board, or a committee of the Board appointed
by the Board to administer the Plan ("Plan Committee").  To the extent the Board
considers it  desirable  for  transactions  relating to Awards to be eligible to
qualify for an exemption  under Rule 16b-3,  the Plan Committee shall consist of
two or more  directors  of the  Company,  all of whom  qualify as  "non-employee
directors"  within the meaning of Rule 16b-3.  To the extent the Board considers
it desirable  for  compensation  delivered  pursuant to Awards to be eligible to
qualify for an exemption  from the limit on tax  deductibility  of  compensation
under Section  162(m) of the Code,  the Plan  Committee  shall consist of two or
more directors of the Company,  all of whom shall qualify as "outside directors"
within the  meaning of Code  Section  162(m).  The number of members of the Plan
Committee  shall  from  time to time be  increased  or  decreased,  and shall be
subject to such  conditions,  including,  but not  limited  to having  exclusive
authority  to make certain  grants of Awards or to perform  such other acts,  in
each case as the  Board  deems  appropriate  to  permit  transactions  in Shares
pursuant to the Plan to satisfy  such  conditions  of Rule 16b-3 or Code Section
162(m) as then in effect.                                                       

     Any  references  herein to  "Board"  are,  except as the  context  requires
otherwise, references to the Board or the Plan Committee, as applicable.        

     3.2.  Powers of the Board.  Subject to the express  provisions of the Plan,
the Board has full and final authority and sole discretion as follows:          

          (a)  taking  into  consideration  the  reasonable  recommendations  of
     management, to determine when, to whom and in what types and amounts Awards
     should be granted and the terms and  conditions  applicable  to each Award,
     including the Option Price,  the Option Term, the benefit payable under any

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     SAR,  Performance  Unit or  Performance  Share and whether or not  specific
     Awards shall be granted in connection with other specific Awards, and if so
     whether they shall be exercisable  cumulatively  with, or alternatively to,
such other specific Awards;                                           

          (b) to  determine  the amount,  if any,  that a Grantee  shall pay for
     Restricted  Shares,  whether  and on what  terms to permit or  require  the
     payment of cash dividends  thereon to be deferred,  when Restricted  Shares
     (including Restricted Shares acquired upon the exercise of an Option) shall
be forfeited and whether such shares shall be held in escrow;         

          (c) to construe and interpret the Plan and to make all  determinations
necessary or advisable for the administration of the Plan;            

          (d) to make, amend, and rescind rules relating to the Plan,  including
     rules with respect to the  exercisability and  nonforfeitability  of Awards
upon the Termination of Affiliation of a Grantee;                     

          (e) to  determine  the terms and  conditions  of all Award  Agreements
     (which need not be  identical)  and,  with the consent of the  Grantee,  to
     amend any such Award Agreement at any time,  among other things,  to permit
     transfers of such Awards to the extent permitted by the Plan; provided that
     the consent of the Grantee  shall not be required for any  amendment  which
     (A)  does  not  adversely  affect  the  rights  of the  Grantee,  or (B) is
     necessary  or  advisable  (as  determined  by the  Board)  to carry out the
     purpose  of the  Award  as a  result  of  any  new or  change  in  existing
applicable law;                                                       

          (f) to cancel, with the consent of the Grantee, outstanding Awards and
to grant new Awards in substitution therefor;                         

          (g) to accelerate the exercisability  (including exercisability within
     a period  of less  than  six  months  after  the  Grant  Date)  of,  and to
     accelerate or waive any or all of the terms and  conditions  applicable to,
     any Award or any group of Awards for any reason and at any time,  including
in connection with a Termination of Affiliation;                      

          (h) subject to Section  5.3, to extend the time during which any Award
or group of Awards may be exercised;                                  

          (i) to make such  adjustments or  modifications  to Awards to Grantees
     who are working  outside the United  States as are advisable to fulfill the
     purposes  of the  Plan or to  comply  with  applicable  local  law,  and to
  authorize foreign Subsidiaries to adopt plans as provided in Article 15;

          (j) to  delegate  to any  member  of the Board or  committee  of Board
     members such of its powers as it deems appropriate,  including the power to
     subdelegate,  except  that only a member of the Board of  Directors  of the
     Company  (or a  committee  thereof)  may grant  Awards from time to time to
     specified  categories  of  Eligible  Persons in amounts  and on terms to be
     specified  by the Board;  provided  that no such grants shall be made other
     than by the Board of  Directors  of the  Company or the Plan  Committee  to

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     individuals  who are then  Section  16  Persons  or other  than by the Plan
     Committee  to  individuals  who are then or are  deemed  likely to become a
"covered employee" within the meaning of Code Section 162(m);         

          (k) to delegate to officers,  employees or independent  contractors of
     the Company matters  involving the routine  administration  of the Plan and
     which are not specifically  required by any provision of this Plan of to be
performed by the Board of Directors of the Company;                   

          (l) to delegate  its duties and  responsibilities  under the Plan with
     respect to foreign Subsidiary plans, except its duties and responsibilities
     with  respect  to Section 16  Persons,  and (A) the acts of such  delegates
     shall be  treated  hereunder  as acts of the Board  and (B) such  delegates
     shall   report  to  the  Board   regarding   the   delegated   duties   and
responsibilities;                                                     

          (m) to impose such  additional  terms and  conditions  upon the grant,
     exercise or  retention of Awards as the Board may,  before or  concurrently
     with the grant thereof, deem appropriate, including limiting the percentage
of Awards which may from time to time be exercised by a Grantee; and  

          (n) to take any other action with  respect to any matters  relating to
the Plan for which it is responsible.                                 

     All  determinations  on any  matter  relating  to  the  Plan  or any  Award
Agreement may be made in the sole and absolute  discretion of the Board, and all
such  determinations of the Board shall be final,  conclusive and binding on all
Persons.  No member of the Board shall be liable for any action or determination
made with respect to the Plan or any Award.                                     

Article 4. Shares Subject to the Plan                                           

4.1. Number of Shares Available.                                      

          (a) Plan Limit.  Subject to adjustment as provided in Section 4.2, the
     number of Shares hereby  reserved for delivery under the Plan is 5,000,000.
     The number of Shares  that may be  delivered  pursuant  to the  exercise of
     Options or SARs is 5,000,000.  The number of Shares over which  Performance
     Units may be granted is 1,000,000. The maximum number of Shares that may be
     delivered as Restricted Shares is 1,000,000 and the maximum number of Bonus
     Shares  that may be awarded is 500,000.  If any Shares  subject to an Award
     granted  hereunder  are  forfeited  or an  Award  or  any  portion  thereof
     otherwise  terminates or is settled  without the issuance of Shares,  or in
     the case of SARs and  Performance  Units,  without the payment of cash, the
     Shares  subject  to such  Award,  to the  extent  of any  such  forfeiture,
     termination  or  settlement,  shall again be available  for grant under the
     Plan. The Board may from time to time determine the appropriate methodology
for calculating the number of Shares issued pursuant to the Plan.     

          (b)  Individual  Limit.  No  Grantee  may be  granted  Options,  SARs,
     Restricted  Shares,  Bonus Shares or Deferred Shares,  Performance Units or
     Performance Shares in Shares, or in any combination thereof, relating to an
     aggregate number of Shares under the Plan that exceeds  1,000,000 shares in

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     any 5-year period. If a previously granted Option,  SAR,  Performance Unit,
     or Performance  Share is forfeited,  canceled or repriced,  such forfeited,
     canceled or repriced Option, SAR, Performance Unit, or Performance Share as
     the case may be, shall continue to be counted against the maximum number of
     Shares, SARs, Performance Units or Performance Shares that may be delivered
to any Grantee over the life of the Plan.                             

4.2. Adjustments in Authorized Shares.                                

          (a) Adjustment Principle.  In the event that the Board determines that
     any dividend or other  distribution  (whether in the form of cash,  Shares,
     other  securities,  or  other  property),  recapitalization,  share  split,
     reverse share split,  subdivision,  consolidation  or reduction of capital,
     reorganization,  merger,  scheme  of  arrangement,  split-up,  spin-off  or
     combination  involving  the Company or  repurchase or exchange of Shares or
     other rights to purchase  Shares or other  securities  of the  Company,  or
     other similar  corporate  transaction or event affects the Shares such that
     any  adjustment is determined  by the Board to be  appropriate  in order to
     prevent  dilution or  enlargement  of the  benefits or  potential  benefits
     intended to be made available under the Plan, then the Board shall, in such
     manner as it may deem  equitable,  adjust  any or all of (i) the number and
     type of Shares  (or other  securities  or  property  of the  Company or any
     Person that is a party to a  Reorganization  Transaction  with the Company)
     with  respect to which  Awards may be granted,  (ii) the number and type of
     Shares (or other  securities  or property of the Company or any Person that
     is a party to a  Reorganization  Transaction  with the Company)  subject to
     outstanding  Awards,  and (iii) the grant or exercise price with respect to
     any Award or, if deemed  appropriate,  make provision for a cash payment to
     the holder of an outstanding  Award or the  substitution  of other property
     for Shares subject to an outstanding  Award;  provided,  that the number of
     Shares  subject to any Award  denominated in Shares shall always be a whole
number.                                                               

          (b) Example. By way of illustration, and not by way of limitation, the
     following  illustrates how the foregoing adjustment  principles would apply
     in the  context  of a stock  split:  Assume a  Grantee  holds an  Option to
     purchase 1,000 shares of Company stock at an Option Price of $50 per share.
     Assume  further that the Company  completes a two-for-one  stock split such
     that every  stockholder on the requisite record date receives two shares of
     Company stock for every one share held on the record date.  Pursuant to the
     adjustment  principles  set forth above in Section  4.2(a),  the  Grantee's
     Option  would be adjusted  such that,  after such  adjustment,  the Grantee
     would hold an Option to purchase 2,000 shares of Company stock at an Option
     Price of $25 per share.  All other terms and conditions of the Option would
     remain  the  same.  Similar  adjustment  principles  would  apply  to SARs,
     Performance  Shares,  Performance  Units, Bonus Shares and Deferred Shares.
     This Section 4.2(b) is for illustrative purposes only, assumes hypothetical
     facts,  and shall not, under any event or  circumstance,  be interpreted as
the adjustment outcome with respect to specific factual situations.   

     4.3. Newly Issued Shares.  Shares  delivered in connection  with Awards may
only be newly issued Shares.                                                    

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Article 5. Eligibility and General Conditions of Awards                         

     5.1.  Eligibility.  The  Board may grant  Awards  to any  Eligible  Person,
whether or not he or she has previously received an Award.                      

     5.2.  Grant Date. The Grant Date of an Award shall be the date on which the
Board  grants the Award or such later date as  specified by the Board (i) in the
Board's  resolutions or minutes addressing the Award grants or (ii) in the Award
Agreement.                                                                      

     5.3.  Maximum Term.  Subject to the following  proviso,  the Option Term or
other period during which an Award may be outstanding shall not extend more than
10 years after the Grant Date,  and shall be subject to earlier  termination  as
herein specified.                                                               

     5.4.  Award  Agreement.  To the extent not set forth in the Plan, the terms
and  conditions  of each Award (which need not be the same for each grant or for
each Grantee) shall be set forth in an Award Agreement.                         

     5.5.  Restrictions on Share  Transferability.  The Board may include in the
Award  Agreement  such  restrictions  on any  Shares  acquired  pursuant  to the
exercise or vesting of an Award as it may deem advisable, including restrictions
under applicable federal securities laws.                                       

     5.6.  Termination of Affiliation.  Except as otherwise provided in an Award
Agreement  (including  an Award  Agreement  as amended by the Board  pursuant to
Section 3.2), and subject to the provisions of Section 13.1, the extent to which
the Grantee  shall have the right to  exercise,  vest in, or receive  payment in
respect of an Award following  Termination of Affiliation shall be determined in
accordance with the following provisions of this Section 5.6.                   

          (a) For Cause.  If a Grantee  has a  Termination  of  Affiliation  for
Cause:                                                                

               (i) the Grantee's  Restricted Shares and Deferred Shares that are
          forfeitable  immediately  before such Termination of Affiliation shall
          automatically  be  forfeited  on such  date,  subject  in the  case of
          Restricted Shares to the provisions of Section 8.4 regarding repayment
of certain amounts to the Grantee;                          

               (ii) the Grantee's  Deferred Shares that were vested  immediately
          before such  Termination of  Affiliation  shall promptly be settled by
          delivery to such Grantee of a number of  unrestricted  Shares equal to
the aggregate number of such vested Deferred Shares, and    

               (iii) any unexercised Option or SAR, and any Performance Share or
          Performance Unit with respect to which the Performance  Period has not
          ended  immediately  before  such  Termination  of  Affiliation,  shall
         terminate effective immediately upon such Termination of Affiliation.

          (b) On Account of Death or Disability.  If a Grantee has a Termination
of Affiliation on account of death or Disability:                     

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               (i)  the  Grantee's   Restricted  Shares  that  were  forfeitable
          immediately  before such  Termination of Affiliation  shall  thereupon
become nonforfeitable;                                      

               (ii)  the  Grantee's   Deferred  Shares  that  were   forfeitable
          immediately  before such  Termination of Affiliation  shall  thereupon
          become nonforfeitable and the Company shall, unless otherwise provided
          in an Award Agreement, promptly settle all Deferred Shares, whether or
          not  forfeitable,  by delivery to the  Grantee  (or,  after his or her
          death, to his or her personal representative or beneficiary designated
          in  accordance  with  Article 11) of a number of  unrestricted  Shares
   equal to the aggregate number of the Grantee's Deferred Shares;

               (iii) any unexercised  Option or SAR,  whether or not exercisable
          immediately  before such  Termination of  Affiliation,  shall be fully
          exercisable and may be exercised,  in whole or in part, at any time up
          to one year after such Termination of Affiliation (but only during the
          Option Term or SAR Term, respectively) by the Grantee or, after his or
          her death, by (A) his or her personal  representative or the person to
          whom the Option or SAR, as  applicable,  is transferred by will or the
          applicable  laws of descent  and  distribution,  or (B) the  Grantee's
beneficiary designated in accordance with Article 11; and   

               (iv) the benefit payable with respect to any Performance Share or
          Performance Unit with respect to which the Performance  Period has not
          ended immediately before such Termination of Affiliation on account of
          death or  Disability  shall be equal to the product of the Fair Market
          Value of a Share as of the date of such  Termination of Affiliation or
          the value of the  Performance  Unit  specified in the Award  Agreement
          (determined  as of the date of such  Termination of  Affiliation),  as
 applicable, multiplied successively by each of the following:

                    (A) a  fraction,  the  numerator  of which is the  number of
               months  (including as a whole month any partial  month) that have
               elapsed since the beginning of such Performance  Period until the
               date of such  Termination of Affiliation  and the  denominator of
               which is the  number of months  (including  as a whole  month any
partial month) in the Performance Period; and     

                    (B) a percentage determined by the Plan Committee that would
               be  earned  under  the terms of the  applicable  Award  Agreement
               assuming that the rate at which the  performance  goals have been
               achieved as of the date of such Termination of Affiliation  would
               continue  until  the end of the  Performance  Period,  or, if the
               Board  elects  to  compute  the  benefit  after  the  end  of the
               Performance Period, the Performance percentage,  as determined by
the Board, attained during the Performance Period.

          (c)  Change of  Control  Period.  If a Grantee  has a  Termination  of
     Affiliation during the period ("Change of Control Period")  commencing on a
     Change of  Control  and  ending on the first  anniversary  of the Change of

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     Control,  which Termination of Affiliation is initiated by the Company or a
     Subsidiary  other than for Cause,  or  initiated  by the  Grantee  for Good
Reason, then                                                          

               (i) the Grantee's  Restricted  Shares that were forfeitable shall
thereupon become nonforfeitable;                            

               (ii) the Grantee's  Deferred Shares that were  forfeitable  shall
          thereupon  become  nonforfeitable  and the Company  shall  immediately
          settle all Deferred Shares, whether or not previously forfeitable,  by
          delivery to such Grantee of a number of  unrestricted  Shares equal to
the aggregate number of the Grantee's Deferred Shares;      

               (iii) any unexercised  Option or SAR,  whether or not exercisable
          on the date of such  Termination of  Affiliation,  shall  thereupon be
          fully exercisable and may be exercised, in whole or in part for ninety
          (90) days following such  Termination of Affiliation  (but only during
the Option Term or SAR Term, respectively); and             

               (iv) the  Company  shall  immediately  pay to the  Grantee,  with
          respect to any Performance  Share or Performance  Unit with respect to
          which  the  Performance  Period  has not  ended as of the date of such
          Termination of Affiliation, a cash payment equal to the product of (A)
          in the case of a Performance Share, the Change of Control Value or (B)
          in the case of a Performance  Unit, the value of the Performance  Unit
          specified  in  the  Award   Agreement,   as   applicable,   multiplied
successively by each of the following:                      

                    (A) a  fraction,  the  numerator  of which is the  number of
               whole and partial months that have elapsed  between the beginning
               of such  Performance  Period and the date of such  Termination of
               Affiliation  and the  denominator of which is the number of whole
and partial months in the Performance Period; and 

                (B) a  percentage  equal to a greater  of (x) the target
               percentage,  if any,  specified in the applicable Award Agreement
               or (y) the maximum percentage, if any, that would be earned under
               the terms of the  applicable  Award  Agreement  assuming that the
               rate at which the performance  goals have been achieved as of the
               date of such Termination of Affiliation  would continue until the
end of the Performance Period.                    

          (d) Any Other Reason.  If a Grantee has a Termination  of  Affiliation
     for any reason other than for Cause,  death or  Disability,  and other than
under the circumstances described in Section 5.6(c), then:            

               (i) the Grantee's  Restricted  Shares and Deferred Shares, to the
          extent forfeitable immediately before such Termination of Affiliation,
          shall  thereupon  automatically  be forfeited,  subject in the case of
          Restricted Shares to the provisions of Section 8.4 regarding repayment
of certain amounts to the Grantee;                          

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               (ii) the  Grantee's  Deferred  Shares  that were not  forfeitable
          immediately  before such Termination of Affiliation  shall promptly be
          settled by delivery to the Grantee of a number of unrestricted  Shares
          equal to the aggregate number of the Grantee's vested Deferred Shares;

               (iii) any  unexercised  Option or SAR, to the extent  exercisable
          immediately  before such  Termination  of  Affiliation,  shall  remain
          exercisable  in whole or in part  for  ninety  (90)  days  after  such
          Termination  of  Affiliation  (but only  during the Option Term or SAR
          Term,  respectively) by the Grantee or, after his or her death, by (A)
          his or her personal representative or the person to whom the Option or
          SAR, as applicable,  is transferred by will or the applicable  laws of
          descent and distribution,  or (B) the Grantee's beneficiary designated
in accordance with Article 11; and                          

               (iv) any Performance  Shares or Performance Units with respect to
          which  the  Performance  Period  has not  ended as of the date of such
          Termination  of  Affiliation  shall  terminate  immediately  upon such
Termination of Affiliation.                                 

5.7.  Nontransferability of Awards.                                             

     (a) Except as provided in Section 5.7(c) below,  each Award, and each right
under any Award,  shall be exercisable  only by the Grantee during the Grantee's
lifetime,  or, if permissible under applicable law, by the Grantee's guardian or
legal representative.                                                           

     (b) Except as  provided in Section  5.7(c)  below,  no Award  (prior to the
time, if applicable,  Shares are issued in respect of such Award),  and no right
under  any  Award,  may be  assigned,  alienated,  pledged,  attached,  sold  or
otherwise  transferred  or encumbered by a Grantee  otherwise than by will or by
the  laws of  descent  and  distribution  and  any  such  purported  assignment,
alienation,  pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable  against  the  Company  or  any  Subsidiary;  provided,  that  the
designation of a beneficiary  shall not  constitute an  assignment,  alienation,
pledge, attachment, sale, transfer or encumbrance.                              

     (c) To the extent and in the manner  permitted by the Board, and subject to
such terms and  conditions  as may be  prescribed  by the Board,  a Grantee  may
transfer an Award to (a) a child,  stepchild,  grandchild,  parent,  stepparent,
grandparent,  spouse,  former spouse,  sibling,  niece,  nephew,  mother-in-law,
father-in-law, son-in-law, daughter-in-law,  brother-in-law, or sister-in-law of
the Grantee,  (including  adoptive  relationships),  (b) any person  sharing the
Grantee's  household  (other  than a tenant or  employee),  (c) a trust in which
persons  described in (a) or (b) have more than 50% of the beneficial  interest,
(d) a  foundation  in which  persons  described in (a) or (b) or the Grantee own
more than 50% of the voting interests;  provided such transfer is not for value.
The following shall not be considered  transfers for value: (i) a transfer under
a domestic  relations order in settlement of marital property rights; and (ii) a
transfer to an entity in which more than 50% of the voting  interests  are owned
by persons  described  in (a) or (b) above or the  Grantee,  in exchange  for an
interest in that entity.                                                        

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Article 6.  Stock Options                                                       

     6.1.  Grant of Options.  Subject to the terms and  provisions  of the Plan,
Options  may be granted to any  Eligible  Person in such  number,  and upon such
terms,  and at any  time and from  time to time as  shall be  determined  by the
Board. Without limiting the generality of the foregoing,  the Board may grant to
any  Eligible  Person,  or permit any  Eligible  Person to elect to receive,  an
Option in lieu of or in substitution for any other compensation (whether payable
currently  or on a  deferred  basis,  and  whether  payable  under  this Plan or
otherwise)  which such  Eligible  Person  may be  eligible  to receive  from the
Company or a  Subsidiary,  which Option may have a value (as  determined  by the
Board under Black-Scholes or any other option valuation method) that is equal to
or greater than the amount of such other compensation.                          

     6.2.  Award  Agreement.  Each Option  grant shall be  evidenced by an Award
Agreement  that shall specify the Option Price,  the Option Term,  the number of
shares to which the  Option  pertains,  the time or times at which  such  Option
shall be exercisable and such other provisions as the Board shall determine.    

     6.3.  Option Price.  The Option Price of an Option under this Plan shall be
determined by the Board, and shall be no less than 100% of the Fair Market Value
of a Share on the Grant Date;  provided,  however,  that any Option ("Substitute
Option")  that is (x) granted to a Grantee in  connection  with the  acquisition
("Acquisition"),  however  effected,  by the Company of another  corporation  or
entity ("Acquired Entity") or the assets thereof,  (y) associated with an option
to purchase  shares of stock or other equity  interest of the Acquired Entity or
an affiliate thereof ("Acquired Entity Option") held by such Grantee immediately
prior to such  Acquisition,  and (z)  intended to  preserve  for the Grantee the
economic  value of all or a portion of such  Acquired  Entity  Option,  shall be
granted such that such option  substitution  is completed in conformity with the
rules set forth in Section 424(a) of the Code.                                  

6.4. Grant of Incentive Stock Options.                                

          (a) At the time of the grant of any Option to an  Eligible  Person who
     is an employee of the Company or a Subsidiary, the Board may designate that
     such option shall be made subject to additional  restrictions  to permit it
     to qualify as an "incentive stock option" under the requirements of Section
422 of the Code. Any option designated as an incentive stock option:  

               (i) shall not be granted to a person who owns  shares  (including
          shares treated as owned under Section  424(d) of the Code)  possessing
          more than 10% of the total  combined  voting  power of all  classes of
shares of the Company;                                      

               (ii) shall be for a term of not more than 10 years from the Grant
          Date, and shall be subject to earlier  termination as provided  herein
or in the applicable Award Agreement;                       

               (iii) shall not have an aggregate  Fair Market Value  (determined
          for each  incentive  stock  option at its Grant  Date) of Shares  with
          respect to which incentive stock options are exercisable for the first
          time by such Grantee  during any calendar year (under the Plan and any
          other  employee  stock  option plan of the  Grantee's  employer or any

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          parent  or  Subsidiary   thereof  ("Other   Plans")),   determined  in
          accordance  with the  provisions  of  Section  422 of the Code,  which
exceeds $100,000 (the "$100,000 Limit");                    

               (iv)  shall,  if the  aggregate  Fair  Market  Value  of a  Share
          (determined  on the Grant  Date) with  respect to the  portion of such
          grant which is exercisable for the first time during any calendar year
          ("Current Grant") and all incentive stock options  previously  granted
          under the Plan and any Other Plans which are exercisable for the first
          time during a calendar year ("Prior Grants") would exceed the $100,000
Limit, be exercisable as follows:                           

                    (A) the portion of the Current Grant which would, when added
               to any Prior Grants,  be exercisable with respect to Shares which
               would have an aggregate  Fair Market Value  (determined as of the
               respective Grant Date for such options) in excess of the $100,000
               Limit shall,  notwithstanding  the terms of the Current Grant, be
               exercisable  for the  first  time  by the  Grantee  in the  first
               subsequent   calendar   year  or  years  in  which  it  could  be
               exercisable  for the first time by the Grantee  when added to all
    Prior Grants without exceeding the $100,000 Limit; and

                    (B) if,  viewed  as of the date of the  Current  Grant,  any
               portion  of a  Current  Grant  could not be  exercised  under the
               preceding  provisions of this Subsection (iv) during any calendar
               year  commencing  with  the  calendar  year in  which it is first
               exercisable through and including the last calendar year in which
               it may by its terms be  exercised,  such  portion of the  Current
               Grant  shall  not be an  incentive  stock  option,  but  shall be
               exercisable  as a  separate  Option  at such date or dates as are
provided in the Current Grant;                    

               (v) shall be granted within 10 years from the earlier of the date
          the  Plan  is  adopted  or  the  date  the  Plan  is  approved  by the
shareholders of the Company;                                

               (vi)  shall  require  the  Grantee  to  notify  the  Board of any
          disposition  of any Shares  issued  pursuant  to the  exercise  of the
          incentive  stock option under the  circumstances  described in Section
          421(b) of the Code (relating to certain  disqualifying  dispositions),
within 10 days of such disposition; and                     

               (vii) shall by its terms not be assignable or transferable  other
          than by  will  or the  laws of  descent  and  distribution  and may be
          exercised,  during  the  Grantee's  lifetime,  only  by  the  Grantee;
          provided, however, that the Grantee may, to the extent provided in the
          Plan in any  manner  specified  by the Board,  designate  in writing a
          beneficiary  to  exercise  such  incentive   stock  option  after  the
Grantee's death.                                            

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Notwithstanding the foregoing, the Board may, without the consent of the        
Grantee,  at any time  before  the  exercise  of an  option  (whether  or not an
incentive stock option), take any action necessary to prevent such option from  
being treated as an incentive stock option.                                     

     6.5.  Exercise of Options.  Options shall be exercised by the delivery of a
written  notice of exercise to the Company or its  designee,  setting  forth the
number  of  Shares  with  respect  to  which  the  Option  is to  be  exercised,
accompanied by full payment for the Shares made by cash,  personal check or wire
transfer  or,  subject  to the  approval  of the Board  pursuant  to  procedures
approved by the Board,                                                          

          (a) through the sale of the Shares  acquired on exercise of the Option
     through a  broker-dealer  to whom the Grantee has submitted an  irrevocable
     notice of exercise and irrevocable  instructions to deliver promptly to the
     Company  the  amount of sale or loan  proceeds  sufficient  to pay for such
     Shares,  together with, if requested by the Company, the amount of federal,
     state,  local or foreign  withholding taxes payable by Grantee by reason of
such exercise,                                                        

          (b) through  simultaneous  sale through a broker of Shares acquired on
    exercise, as permitted under Regulation T of the Federal Reserve Board, or

          (c) by delivery to the Company of certificates representing the number
     of Shares then owned by the Grantee,  the Fair Market Value of which equals
     the purchase  price of the Shares  purchased in connection  with the Option
     exercise,  properly endorsed for transfer to the Company; provided however,
     that  Shares used for this  purpose  must have been held by the Grantee for
     such minimum period of time as may be established  from time to time by the
     Board;  and  provided  further  that the Fair  Market  Value of any  Shares
     delivered  in payment of the  purchase  price upon  exercise of the Options
     shall be the Fair Market Value as of the exercise date,  which shall be the
     date of delivery of the  certificates  for the Stock used as payment of the
     exercise price.  For purposes of this Section  6.5(c),  in lieu of actually
     surrendering to the Company the stock certificates  representing the number
     of Shares  then  owned by the  Grantee,  the Board may,  in its  discretion
     permit the Grantee to submit to the Company a statement affirming ownership
     by the  Grantee of such  number of Shares  and  request  that such  Shares,
     although not actually  surrendered,  be deemed to have been  surrendered by
the Grantee as payment of the exercise price.                         

Article 7.  Stock Appreciation Rights                                           

     7.1. Grant of SARs.  Subject to the terms and conditions of this Plan, SARs
may be granted to any Eligible Person at any time and from time to time as shall
be  determined  by the  Board  in its  sole  discretion.  The  Board  may  grant
Freestanding SARs or Tandem SARs, or any combination thereof.                   

          (a) Number of Shares.  The Board  shall have  complete  discretion  to
     determine  the  number  of SARs  granted  to any  Grantee,  subject  to the
limitations imposed in this Plan and by applicable law.               

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          (b) Exercise Price and Other Terms.  All SARs shall be granted with an
     exercise price no less than the Fair Market Value of the underlying  Shares
     of Stock on the SARs' Grant Date.  The Board,  subject to the provisions of
     this Plan,  shall  have  complete  discretion  to  determine  the terms and
     conditions of SARs granted under this Plan. The exercise price per Share of
     Tandem SARs shall equal the exercise price per Share of the related Option.

     7.2.  SAR  Award  Agreement.  Each SAR  granted  under  the  Plan  shall be
evidenced  by a written SAR Award  Agreement  which shall be entered into by the
Company and the  Grantee to whom the SAR is granted and which shall  specify the
exercise price per share,  the SAR Term,  the  conditions of exercise,  and such
other terms and conditions as the Board in its sole discretion shall determine. 

     7.3. Exercise of SARs. SARs shall be exercised by the delivery of a written
notice of exercise to the Company or its  designee,  setting forth the number of
Shares over which the SAR is to be  exercised.  Tandem SARs (a) may be exercised
with respect to all or part of the Shares subject to the related Option upon the
surrender of the right to exercise the equivalent portion of the related Option;
(b) may be  exercised  only with  respect to the  Shares  for which its  related
Option is then  exercisable;  and (c) may be exercised only when the Fair Market
Value of the  Shares  subject  to the Option  exceeds  the  Option  Price of the
Option.  The value of the payment  with respect to the Tandem SAR may be no more
than 100% of the difference  between the Option Price of the  underlying  Option
and the Fair Market Value of the Shares subject to the underlying  Option at the
time the Tandem SAR is exercised.                                               

     7.4.  Expiration of SARs. A SAR granted under this Plan shall expire on the
date set forth in the SAR Award Agreement, which date shall be determined by the
Board in its sole discretion.  Unless otherwise specifically provided for in the
SAR Award  agreement,  a Tandem SAR granted under this Plan shall be exercisable
at such  time or  times  and  only to the  extent  that the  related  Option  is
exercisable.  The Tandem SAR shall  terminate and no longer be exercisable  upon
the  termination  or exercise of the  related  Options,  except that Tandem SARs
granted with respect to less than the full number of shares covered by a related
Option  shall not be reduced  until the exercise or  termination  of the related
Option exceeds the number of Shares not covered by the SARs.                    

     7.5.  Payment of SAR Amount.  Upon  exercise  of a SAR, a Grantee  shall be
entitled  to  receive  payment  from the  Company  in an  amount  determined  by
multiplying (i) the positive difference between the Fair Market Value of a Share
on the date of exercise over the exercise  price per Share by (ii) the number of
Shares  with  respect  to which the SAR is  exercised.  The  payment  upon a SAR
exercise shall be solely in whole Shares of equivalent value.  Fractional Shares
shall be rounded  down to the  nearest  whole  Share with no cash  consideration
being paid upon exercise.                                                       

Article 8.  Restricted Shares                                                   

     8.1. Grant of Restricted Shares. Subject to the terms and provisions of the
Plan, the Board, at any time and from time to time, may grant Restricted  Shares
to any Eligible Person in such amounts as the Board shall determine.            

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     8.2. Award Agreement. Each grant of Restricted Shares shall be evidenced by
an Award Agreement, which shall specify the Period(s) of Restriction, the number
of  Restricted  Shares  granted,  and such other  provisions  as the Board shall
determine.  The  Board  may  impose  such  conditions  or  restrictions  on  any
Restricted Shares as it may deem advisable,  including  restrictions  based upon
the  achievement  of  specific  performance  goals  (Company-wide,   divisional,
Subsidiary or  individual),  time-based  restrictions on vesting or restrictions
under applicable securities laws.                                               

     8.3.  Consideration.  The Board shall determine the amount,  if any, that a
Grantee shall pay for Restricted  Shares.  Such payment shall be made in full by
the Grantee  before the delivery of the shares and in any event no later than 10
business days after the Grant Date for such shares.                             

     8.4. Effect of Forfeiture.  If Restricted Shares are forfeited,  and if the
Grantee was required to pay for such shares or acquired such  Restricted  Shares
upon the exercise of an Option,  the Grantee shall be deemed to have resold such
Restricted  Shares  to the  Company  at a price  equal to the  lesser of (x) the
amount paid by the Grantee for such  Restricted  Shares,  or (y) the Fair Market
Value of a Share on the date of such  forfeiture.  The Company  shall pay to the
Grantee  the  required  amount as soon as is  administratively  practical.  Such
Restricted  Shares shall cease to be outstanding,  and shall no longer confer on
the Grantee  thereof any rights as a shareholder of the Company,  from and after
the date of the event causing the forfeiture, whether or not the Grantee accepts
the Company's tender of payment for such Restricted Shares.                     

     8.5. Escrow;  Legends.  The Board may provide that the certificates for any
Restricted  Shares (x) shall be held  (together  with a stock power  executed in
blank by the  Grantee)  in escrow by the  Secretary  of the  Company  until such
Restricted  Shares become  nonforfeitable  or are forfeited or (y) shall bear an
appropriate  legend  restricting the transfer of such Restricted  Shares. If any
Restricted Shares become  nonforfeitable,  the Company shall cause  certificates
for such shares to be issued without such legend.                               

Article 9.  Performance Units and Performance Shares                            

     9.1.  Grant of Performance  Units and  Performance  Shares.  Subject to the
terms of the Plan, Performance Units or Performance Shares may be granted to any
Eligible  Person in such  amounts and upon such terms,  and at any time and from
time to time, as the Board shall determine.  Each grant of Performance  Units or
Performance  Shares shall be evidenced by an Award Agreement which shall specify
the terms and  conditions  applicable to the  Performance  Units or  Performance
Shares, as the Board determines.                                                

     9.2.  Value/Performance  Goals. Each Performance Unit shall have an initial
value that is  established  by the Board at the time of grant,  that is equal to
the  Fair  Market  Value of a Share on the  Grant  Date.  The  Board  shall  set
performance  goals which,  depending  on the extent to which they are met,  will
determine the number or value of Performance  Units or  Performance  Shares that
will be paid to the  Grantee.  For  purposes of this  Article 9, the time period
during which the  performance  goals must be met shall be called a  "Performance
Period." The Board shall have complete  discretion to establish the  performance
goals.  Without  limitation,  the  performance  goals may provide for a targeted
level or levels of achievement using one or more of the following measures:  (a)
earnings  per share,  (b) net  income,  (c) return on equity,  (d) pro forma net

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income, (e) return on designated assets, (f) return on revenues, (g) Fair Market
Value per  share,  (i) book  value per  share,  (j) debt  reduction,  or (k) any
combination of the above, in the  conjunctive or disjunctive,  at the discretion
of the Board. Objective and measurable goals set by a "management by objectives"
process, and approved by the Board may also be considered. Such goals may relate
to the satisfaction of external or internal requirements.                       

     9.3. Payment of Performance  Units and Performance  Shares.  Subject to the
terms of this Plan,  after the  applicable  Performance  Period  has ended,  the
holder of Performance Units or Performance Shares shall be entitled to receive a
payment based on the number and value of Performance Units or Performance Shares
earned by the Grantee over the Performance  Period,  determined as a function of
the extent to which the corresponding performance goals have been achieved.     

     If a Grantee is promoted,  demoted or transferred  to a different  business
unit of the Company during a Performance  Period,  then, to the extent the Board
determines   appropriate,   the  Board  may  adjust,  change  or  eliminate  the
performance goals or the applicable  Performance  Period as it deems appropriate
in order to make them  appropriate  and  comparable  to the initial  performance
goals or Performance Period.                                                    

     9.4.  Form and  Timing of  Payment  of  Performance  Units and  Performance
Shares.  Payment of earned Performance Units or Performance Shares shall be made
in a lump sum  following the close of the  applicable  Performance  Period.  The
Board may cause earned  Performance  Units or  Performance  Shares to be paid in
cash or in Shares (or in a  combination  thereof)  which have an aggregate  Fair
Market Value equal to the value of the earned  Performance  Units or Performance
Shares at the close of the  applicable  Performance  Period.  Such Shares may be
granted subject to any restrictions deemed appropriate by the Board. The form of
payout of such Awards shall be set forth in the Award  Agreement  pertaining  to
the grant of the Award.                                                         

     As  determined  by the Board,  a Grantee  may be  entitled  to receive  any
dividends  declared  with respect to Shares which have been earned in connection
with grants of Performance  Units or Performance  Shares but not yet distributed
to the Grantee.  In  addition,  a Grantee may, as  determined  by the Board,  be
entitled to exercise his or her voting rights with respect to such Shares.      

Article 10.  Bonus Shares and Deferred Shares                                   

     10.1.  Bonus Shares.  Subject to the terms of the Plan, the Board may grant
Bonus Shares to any Eligible  Person,  in such amount and upon such terms and at
any time and from time to time as shall be determined by the Board.             

     10.2.  Deferred  Shares.  Subject to the terms and  provisions of the Plan,
Deferred  Shares may be granted to any Eligible  Person in such amounts and upon
such terms, and at any time and from time to time, as shall be determined by the
Board.  The Board may impose such  conditions  or  restrictions  on any Deferred
Shares  as it  may  deem  advisable,  including  time-vesting  restrictions  and
deferred  payment  features.  The Board may cause the  Company  to  establish  a
grantor trust to hold Shares subject to Deferred Share Awards.  Without limiting

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the generality of the foregoing,  the Board may grant to any Eligible Person, or
permit any Eligible Person to elect to receive, Deferred Shares in lieu of or in
substitution  for any other  compensation  (whether  payable  currently  or on a
deferred  basis,  and whether  payable under this Plan or otherwise)  which such
Eligible Person may be eligible to receive from the Company or a Subsidiary. Any
grant of Deferred Shares shall comply with Section 409A of the Code.            

Article 11.  Beneficiary Designation                                            

     Each Grantee under the Plan may, from time to time, name any beneficiary or
beneficiaries  (who  may be  named  contingently  or  successively)  to whom any
benefit under the Plan is to be paid in case of the Grantee's death before he or
she receives any or all of such benefit.  Each such designation shall revoke all
prior  designations  by the same Grantee,  shall be in a form  prescribed by the
Company,  and will be  effective  only when filed by the Grantee in writing with
the  Company  during  the  Grantee's  lifetime.  In  the  absence  of  any  such
designation,  benefits  remaining unpaid at the Grantee's death shall be paid to
the Grantee's estate.                                                           

Article 12.  Rights of Employees                                                

     12.1. Employment.  Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Grantee's  employment at any time,
nor confer upon any Grantee the right to continue in the employ of the Company. 

     12.2.  Participation.  No  employee  shall have the right to be selected to
receive an Award,  or,  having  been so  selected,  to be  selected to receive a
future Award.                                                                   

Article 13.  Amendment, Modification, and Termination                           

     13.1. Amendment, Modification, and Termination. Subject to the terms of the
Plan,  the Board of  Directors  of the  Company may at any time and from time to
time,  alter,  amend,  suspend or terminate the Plan in whole or in part without
the approval of the  Company's  shareholders,  except to the extent the Board of
Directors of the Company  determines  it is desirable to obtain  approval of the
Company's shareholders, to retain eligibility for exemption from the limitations
of Code Section 162(m),  to have available the ability for Options to qualify as
ISOs,  to comply with the  requirements  for listing on any  exchange  where the
Company's Shares are listed,  or for any other purpose the Board of Directors of
the Company deems appropriate.                                                  

     13.2.  Adjustments Upon Certain Unusual or Nonrecurring  Events.  The Board
may make  adjustments  in the terms and  conditions of Awards in  recognition of
unusual or nonrecurring  events  (including the events described in Section 4.2)
affecting the Company or the  financial  statements of the Company or of changes
in applicable laws,  regulations,  or accounting principles,  whenever the Board
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential  benefits intended to be made available
under the Plan.                                                                 

     13.3. Awards Previously Granted. Notwithstanding any other provision of the
Plan to the  contrary  (but  subject  to  Section  2.7  and  Section  13.2),  no
termination, amendment or modification of the Plan shall adversely affect in any
material way any Award  previously  granted under the Plan,  without the written
consent of the Grantee of such Award.                                           

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Article 14.  Withholding                                                        

14.1. Mandatory Tax Withholding.                                      

          (a) Whenever under the Plan,  Shares are to be delivered upon exercise
     or payment of an Award, or upon Restricted Shares becoming  nonforfeitable,
     or any other  event  with  respect to rights and  benefits  hereunder,  the
     Company  shall be  entitled to require and may  accommodate  the  Grantee's
     request  if so  requested,  (x) that the  Grantee  remit an  amount in cash
     sufficient to satisfy all federal, state, local and foreign tax withholding
     requirements  related thereto ("Tax  Withholding"),  (y) the withholding of
     such Tax Withholding from compensation otherwise due to the Grantee or from
     any Shares or other  payment due to the  Grantee  under the Plan or (z) any
combination of the foregoing.                                         

          (b) Any Grantee who makes a disqualifying  disposition of an incentive
     stock option  granted under the Plan or who makes an election under Section
     83(b) of the Code  shall  remit to the  Company  an  amount  sufficient  to
     satisfy all  resulting  Tax  Withholding;  provided  that, in lieu of or in
     addition to the  foregoing,  the  Company  shall have the right to withhold
     such Tax Withholding from compensation otherwise due to the Grantee or from
any Shares or other payment due to the Grantee under the Plan.        

     14.2.  Notification under Code Section 83(b). If the Grantee, in connection
with the exercise of any Option,  or the grant of Restricted  Shares,  makes the
election  permitted under Section 83(b) of the Code to include in such Grantee's
gross income in the year of transfer the amounts  specified in Section  83(b) of
the Code,  then such Grantee shall notify the Company of such election within 10
days of filing the notice of the election with the Internal Revenue Service,  in
addition to any filing and notification  required pursuant to regulations issued
under Section 83(b) of the Code. The Board may, in connection  with the grant of
an  Award or at any  time  thereafter  prior  to such an  election  being  made,
prohibit a Grantee from making the election described above.                    

Article 15.  Equity Incentive Plans of Foreign Subsidiaries                     

     The Board may authorize any foreign Subsidiary to adopt a plan for granting
Awards ("Foreign Equity Incentive Plan").  All awards granted under such Foreign
Equity  Incentive  Plans shall be treated as grants under the Plan. Such Foreign
Equity Incentive Plans shall have such terms and provisions as the Board permits
not  inconsistent  with  the  provisions  of the  Plan  and  which  may be  more
restrictive than those contained in the Plan.  Awards granted under such Foreign
Equity  Incentive Plans shall be governed by the terms of the Plan except to the
extent  that the  provisions  of the  Foreign  Equity  Incentive  Plans are more
restrictive  than the terms of the Plan, in which case such terms of the Foreign
Equity Incentive Plans shall control.                                           

Article 16.  Additional Provisions                                              

     16.1.  Successors.  All  obligations  of the  Company  under  the Plan with
respect to Awards  granted  hereunder  shall be binding on any  successor to the
Company,  whether the  existence of such  successor is the result of a direct or
indirect purchase, merger,  consolidation,  or otherwise of all or substantially
all of the business or assets of the Company.                                   

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     16.2. Gender and Number.  Except where otherwise  indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.                 

     16.3.  Severability.  If any part of the Plan is  declared  by any court or
governmental   authority  to  be  unlawful  or  invalid,  such  unlawfulness  or
invalidity  shall not invalidate any other part of the Plan. Any Section or part
of a Section so  declared  to be  unlawful or invalid  shall,  if  possible,  be
construed  in a manner  which will give  effect to the terms of such  Section or
part of a Section to the fullest  extent  possible  while  remaining  lawful and
valid.                                                                          

     16.4.  Requirements  of Law.  The  granting  of Awards and the  issuance of
Shares  under the Plan shall be  subject  to all  applicable  laws,  rules,  and
regulations,  and to  such  approvals  by any  governmental  agencies  or  stock
exchanges as may be required.  Notwithstanding  any provision of the Plan or any
Award,  Grantees shall not be entitled to exercise,  or receive  benefits under,
any Award, and the Company shall not be obligated to deliver any Shares or other
benefits to a Grantee, if such exercise or delivery would constitute a violation
by the Grantee or the Company of any applicable law or regulation.              

16.5. Securities Law Compliance.                                      

          (a) If the Board  deems it  necessary  to comply  with any  applicable
     securities law, or the requirements of any stock exchange upon which Shares
     may be  listed,  the Board may impose any  restriction  on Shares  acquired
     pursuant  to  Awards  under  the  Plan  as  it  may  deem  advisable.   All
     certificates  for Shares  delivered under the Plan pursuant to any Award or
     the  exercise  thereof  shall be subject to such stop  transfer  orders and
     other  restrictions  as the  Board  may deem  advisable  under  the  rules,
     regulations  and other  requirements  of the SEC, any stock  exchange  upon
     which Shares are then listed, any applicable  securities law, and the Board
     may cause a legend or  legends  to be  placed on any such  certificates  to
     refer to such  restrictions.  If so requested  by the Company,  the Grantee
     shall  represent  to the Company in writing that he or she will not sell or
     offer to sell any Shares unless a registration statement shall be in effect
     with respect to such Shares under the  Securities  Act of 1933 or unless he
     or she shall have  furnished to the Company  evidence  satisfactory  to the
Company that such registration is not required.                       

          (b) If the Board  determines  that the  exercise  of, or  delivery  of
     benefits  pursuant to, any Award would violate any applicable  provision of
     securities  laws or the listing  requirements  of any stock  exchange  upon
     which any of the  Company's  equity  securities  are then listed,  then the
     Board may postpone any such exercise or delivery,  as  applicable,  but the
     Company shall use all reasonable efforts to cause such exercise or delivery
to comply with all such provisions at the earliest practicable date.  

     16.6. No Rights as a Shareholder.  A Grantee shall not have any rights as a
shareholder with respect to the Shares (other than Restricted  Shares) which may
be  deliverable  upon  exercise  or payment of such Award until such shares have
been delivered to him or her. Restricted Shares, whether held by a Grantee or in
escrow by the  Secretary of the Company,  shall confer on the Grantee all rights
of a  shareholder  of the Company,  except as otherwise  provided in the Plan or
Award Agreement. Unless otherwise determined by the Board at the time of a grant

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of  Restricted  Shares,  any cash  dividends  that become  payable on Restricted
Shares  shall be  deferred  and,  if the  Board  so  determines,  reinvested  in
additional   Restricted  Shares.  Except  as  otherwise  provided  in  an  Award
Agreement,  any share dividends and deferred cash dividends  issued with respect
to Restricted  Shares shall be subject to the same  restrictions and other terms
as apply to the  Restricted  Shares  with  respect to which such  dividends  are
issued.  The  Board may  provide  for  payment  of  interest  on  deferred  cash
dividends.                                                                      

     16.7. Nature of Payments. Awards shall be special incentive payments to the
Grantee and shall not be taken into account in computing the amount of salary or
compensation of the Grantee for purposes of determining any pension, retirement,
death or other benefit under (a) any pension, retirement, profit-sharing, bonus,
insurance or other employee benefit plan of the Company or any Subsidiary or (b)
any agreement  between (i) the Company or any  Subsidiary  and (ii) the Grantee,
except as such plan or agreement shall otherwise expressly provide.             

     16.8.  Governing  Law. The Plan and the rights of any Grantee  receiving an
Award  thereunder  shall be construed and  interpreted  in  accordance  with and
governed  by the laws of the  State  of  Kansas  without  giving  effect  to the
principles of the conflict of laws to the contrary.                             

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed as of:		6/7/05							4
Filed on:		6/6/05							4
For Period End:		6/3/05		4
		3/1/05		4
									List all Filings