Speed Commerce, Inc. – ‘10-Q’ for 12/31/96 – EX-28

As of:  Friday, 2/14/97   ·   For:  12/31/96   ·   Accession #:  911650-97-1   ·   File #:  0-22982

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      18±    74K 
 2: EX-28       Information from a Report Furnished to State          19±    76K 
                          Insurance Regulatory Authorities                       

EX-28   —   Information from a Report Furnished to State Insurance Regulatory Authorities

     NAVARRE CORPORATION

      1992 STOCK OPTION PLAN

ARTICLE 1.     ESTABLISHMENT AND PURPOSE                                  

1.2  Establishment.  Navarre Corporation (the "Company") hereby 
establishes a plan providing for stock-based compensation incentive       
awards for the performance by certain eligible individuals of services    
for the Company.  This plan shall be known as the Navarre Corporation     
1992 Stock Option Plan (the "Plan").                                      

  1.2  Purpose.  The purpose of the Plan is to advance the interests
of the Company and its shareholders by enabling the company to attract    
and retain persons of ability to perform services for the Company, by     
providing an incentive to such persons through equity participation in    
the Company and by rewarding such persons who contribute to the           
achievement by the Company of its economic objectives.                    

ARTICLE 2.     DEFINITIONS.                                               

   The following terms shall have the meanings set forth below, unless
the context clearly otherwise requires:                                   

2.1  "Board" means the Board of Directors of the Company.       

   2.2  "Broker Exercise Notice" means the written notice described in
section 6.6(b) of the Plan.                                               

    2.3  "Change in Control" means an event described in Section 10.1 of
the Plan.                                                                 

2.4  "Code" means the Internal Revenue Code of 1986, as amended.

    2.5  "Committee" means a committee of the Board as may be designated
by the Board, from time to time, for the purpose of administering this    
Plan as contemplated by section 3 hereof.                                 

 2.6  "Common Stock" means the common stock of the Company, no par
value, or the number and kind of shares of stock or other securities into 
which such Common Stock may be changed in accordance with Section 4.3 of  
the Plan.                                                                 

    2.7  "Disability" means the disability of the Participant as defined
in the long-term disability plan of the Company then covering the         
Participant or, if no such plan exists, the permanent and total           
disability of the Participant within the meaning of Section 22(e)(3) of   
the Code.                                                                 

 2.8  "Eligible Recipient" means all employees (including, without
limitation, officers and directors who are also employees and nonemployee 
directors, consultants and independent contractors of the Company or any  
Subsidiary.                                                               

 2.9  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.                                                                  

 2.10 "Fair Market Value" means, with respect to the Common Stock,
the following:                                                            

   (a) If the Common Stock is listed or admitted to unlisted
   trading privileges on any national securities exchange or is not so
   listed or admitted by transactions in the Common Stock are reported
on the NASDAQ National Market System as of such date (or, if no 
shares were traded on such day, as of the next preceding day on 
which there was such a trade).                                  

 (b) If the Common Stock is not so listed or admitted to
unlisted trading privileges or reported on the NASDAQ National  
 Market System, and bid and asked prices therefor in the over-the-
counter market are reported by the NASDAQ System or the National
 Quotation Bureau, Inc. (or any comparable reporting service), the
mean of the closing bid and asked prices as of such date, as so 
 reported by the NASDAQ System, or, if not so reported thereon, as
   reported by the National Quotation Bureau, Inc. (or such comparable
reporting service).                                             

 (c) If the Common Stock is not so listed or admitted to
unlisted trading privileges, or reported on the NASDAQ National 
 Market System, and such bid and asked prices are not so reported,
    such price as the Committee determines in good faith in the exercise
of its reasonable discretion.                                   

    2.11 "Incentive Stock Option" means a right to purchase Common Stock
granted to an Eligible Recipient pursuant to Article 6 of the Plan that   
qualifies as an "incentive stock option" within the meaning of Section    
422 of the Code.                                                          

   2.12 "Non-Employee Director" means a "Non-Employee Director" within
the meaning of Rule 16b-3(b)(3) under the Exchange Act or any successor   
rule.                                                                     

  2.13 "Non-Statutory Stock Option" means a right to purchase Common
Stock granted to an Eligible Recipient pursuant to Article 6 of the Plan  
that does not qualify as an Incentive Stock Option.                       

2.14 "Option" means an Incentive Stock Option or a Non-Statutory
Stock Option.                                                             

 2.15 "Outside Director" means a director who (a) is not a current
employee of the Company or any member of an affiliated group which        
includes the Company; (b) is not a former employee of the Company who     
receives compensation for prior services (other than benefits under a     
tax-qualified retirement plan) during the taxable year; (c) has not been  
an officer of the Company; (d) does not receive remuneration from the     
Company, either directly or indirectly, in any capacity other than as a   
director, except as otherwise permitted under Code Section 162(m) and     
regulations thereunder.  For this purpose, remuneration includes any      
payment in exchange for goods or services.  This definition shall be      
further governed by the provisions of Code Section 162(m) and regulations 
promulgated thereunder.                                                   

  2.16 "Participant" means an Eligible Recipient who receives one or
more Options or Restricted Stock awards under the Plan.                   

    2.17 "Person" means any individual, corporation, partnership, group,
association or other "person" (as such term is used in Section 14(d) of   
the Exchange Act), other than the Company, a wholly owned subsidiary of   
the Company or any employee benefit plan sponsored by the Company or a    
wholly owned subsidiary of the Company.                                   

   2.18 "Previously Acquired Shares" means shares of Common Stock that
are already owned by the Participant and shares of Common Stock that are  
to be acquired by the Participant pursuant to the exercise of an Option   
or the termination of restrictions of a Restricted Stock award.           

2.19 "Restricted Stock" means an award of shares of Common Stock
that are subject to restrictions under Article 7 below.                   

   2.20 "Retirement" means the retirement of a Participant pursuant to
and in accordance with the regular or, if approved by the Board for       
purposes of the Plan, early retirement/pension plan or practice of the    
Company or Subsidiary then covering the Participant.                      

   2.21 "Securities Act" means the Securities Act of 1933, as amended.

 2.22 "Subsidiary" means any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code.                         

    2.23 "Tax Date" means the date any withholding tax obligation arises
under the Code for a Participant with respect to an Option or a           
Restricted Stock award.                                                   

ARTICLE 3.     PLAN ADMINISTRATION.                                       

   3.1  The Committee.  The Plan shall be administered by the Board or
by a Committee of at least two directors, all of whom shall be Outside    
Directors and Non-Employee Directors. The Committee may be a subcommittee 
of the Compensation Committee of the Board.  Members of such a Committee, 
if established, shall be appointed from time to time by the Board, shall  
serve at the pleasure of the Board and may resign at any time upon        
written notice to the Board.  A majority of the members of such a         
Committee shall constitute a quorum.  Such a Committee shall act by       
majority approval of the members, shall keep minutes of its meetings and  
shall provide copies of such minutes to the Board.  Action of such a      
Committee may be taken without a meeting if unanimous written consent is  
given.  Copies of minutes of such a Committee's meetings and of its       
actions by written consent shall be provided to the Board and kept with   
the corporate records of the Company.  As used in this Plan, the term     
"Committee" will refer to the Board or to such a Committee, if            
established.                                                              

3.2  Authority of the Committee.                                

     (a) In accordance with and subject to the provisions of the
 Plan, the Committee shall have the authority to determine (i) the
   Eligible Recipients who shall be selected as Participants, (ii) the
  nature and extent of the Options to be granted to each Participant
(including the number of shares of Common Stock to be subject to
    each Option, the exercise price and the manner in which Options will
 vest or become exercisable), (iii) the time or times when Options
will be granted, (iv) the duration of each Option, (v) the      
restrictions on and other conditions to the exercisability or   
    vesting of Options, (vi) such other provisions of the Options as the
    Committee may deem necessary or desirable and as consistent with the
  terms of the Plan, (vii) the nature and extent of Restricted Stock
awards to be granted to a Participant (including the number of  
    shares of Common Stock to be subject to such Restricted Stock award,
the nature of restrictions and the performance criteria of such 
 awards), and (viii) such other provisions of the Restricted Stock
awards as the Committee may deem necessary or desirable and as  
consistent with the terms of the Plan.  The Committee shall     
determine the form or forms of the agreements with Participants 
 which shall evidence the particular terms, conditions, rights and
  duties of the Company and the Participants with respect to Options
or Restricted Stock awards granted pursuant to the Plan, which  
agreements shall be consistent with the provisions of the Plan. 

       (b) With the consent of the Participant affected thereby, the
    Committee may amend or modify the terms of any outstanding Option or
  Restricted Stock award in any manner, provided that the amended or
    modified terms are permitted by the Plan as then in effect.  Without
limiting the generality of the foregoing sentence, the Committee
 may, with the consent of the Participant affected thereby, modify
  the exercise price, number of shares or other terms and conditions
of an Option or a Restricted Stock award, extend the term of an 
    Option or a Restricted Stock award, accelerate the exercisability or
vesting or otherwise terminate any restrictions relating to an  
Option or a Restricted Stock award, accept the surrender of any 
 outstanding Option or a Restricted Stock award, or, to the extent
not previously exercised or vested, authorize the grant of new  
   Options or a Restricted Stock award in substitution for surrendered
Options or Restricted Stock awards.                             

    (c) The Committee shall have the authority, subject to the
 provisions of the plan, to establish, adopt and revise such rules
and regulations relating to the Plan as it may deem necessary or
advisable for the administration of the Plan.  The Committee's  
   decisions and determinations under the Plan need not be uniform and
may be made selectively among Participants, whether or not such 
Participants are similarly situated.  Each determination,       
interpretation or other action made or taken by the Committee   
pursuant to the provisions of the Plan shall be conclusive and  
binding for all purposes and on all persons, including, without 
 limitation, the Company and its Subsidiaries, the shareholders of
  the Company, the Committee and each of its members, the directors,
   officers and employees of the Company and its Subsidiaries, and the
    Participants and their respective successors in interest.  No member
of the Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any Option or a  
Restricted Stock award granted under the Plan.                  

ARTICLE 4.     STOCK SUBJECT TO THE PLAN.                                 

    4.1  Number of Shares.  Subject to adjustment as provided in Section
4.3 below, the maximum number of shares of Common Stock that shall be     
authorized and reserved for issuance under the Plan shall be 2,174,000    
shares of Common Stock. The maximum number of shares authorized may also  
be increased from time to time by approval of the Board and, if required  
pursuant to Rule 16b-3 under the Exchange Act, Section 422 of the Code,   
or the applicable rules of any securities exchange or the NASD, the       
shareholders of the Company.                                              

  4.2  Shares Available for Use.  Shares of Common Stock that may be
issued upon exercise of Options or as Restricted Stock awards shall be    
applied to reduce the maximum number of shares of Common Stock remaining  
available for use under the Plan.  Any shares of Common Stock that are    
subject to an Option or a Restricted Stock award (or any portion thereof) 
that lapses, expires or for any reason is terminated unexercised shall    
automatically again become available for use under the Plan.              

4.3  Adjustments to Shares.  In the event of any reorganization,
merger, consolidation, recapitalization, liquidation, reclassification,   
stock dividend, stock split, combination of shares, rights offering,      
extraordinary dividend or divestiture (including a spin-off) or any other 
change in the corporate structure or shares of the Company, the Committee 
(or, if the Company is not the surviving corporation in any such          
transaction, the board of directors of the surviving corporation) shall   
make appropriate adjustment (which determination shall be conclusive) as  
to the number and kind of securities subject to and reserved under the    
Plan and, in order to prevent dilution or enlargement of the rights of    
Participants, the number, kind and exercise price of securities subject   
to outstanding Options and Restricted Stock awards (subject to section    
7.3(v).  Without limiting the generality of the foregoing, in the event   
that any of such transactions are effected in such a way that holders of  
Common Stock shall be entitled to receive stock, securities or assets,    
including cash, with respect to or in exchange for such Common Stock, all 
Participants holding outstanding Options or Restricted Stock awards shall 
upon the exercise of such Options or upon the termination of restrictions 
of such Restricted Stock award receive, in lieu of any shares of Common   
Stock they may be entitled to receive, such stock, securities or assets,  
including cash, as would have been issued to such Participants if their   
Options had been exercised or restrictions of a Restricted Stock award    
had lapsed and such Participants had received Common Stock prior to such  
transaction.                                                              

ARTICLE 5.     PARTICIPATION.                                             

   Participants in the Plan shall be those Eligible Recipients who, in
the judgment of the Committee, have performed, are performing, or during  
the term of an Option or during the period of restrictions under a        
Restricted Stock award will perform, services in the management,          
operation and development of the Company or any Subsidiary, and           
significantly contributed, are significantly contributing or are expected 
to significantly contribute to the achievement of corporate economic      
objectives.  Eligible Recipients may be granted from time to time one or  
more Options or Restricted Stock awards, as may be determined by the      
Committee in its discretion.  The number, type, terms and conditions of   
Options or Restricted Stock awards granted to various Eligible Recipients 
need not be uniform, consistent or in accordance with any plan,           
regardless of whether such Eligible Recipients are similarly situated.    
Upon determination by the Committee that an Incentive Stock Option is to  
be granted to an Eligible Recipient, written notice shall be given such   
person, specifying the terms, conditions, rights and duties related       
thereto.  Each Eligible Recipient to whom an Option or a Restricted Stock 
award is to be granted shall, if requested by the Committee, enter into   
an agreement with the Company, in such form as the Committee shall        
determine and which is consistent with the provisions of the Plan,        
specifying such terms, conditions, rights and duties.  Options or         
Restricted Stock awards shall be deemed to be granted as of the date      
specified in the grant resolution of the Committee, which date shall be   
the date of the related agreement with the Participant.                   

ARTICLE 6.     STOCK OPTIONS.                                             

6.1  Grant.  An Eligible Recipient may be granted one or more   
Options under the Plan, and such Options shall be subject to such terms   
and conditions, consistent with the other provisions of the Plan, as      
shall be determined by the Committee in its discretion.  The Committee    
may designate whether an Option is to be considered an Incentive Stock    
Option or a Non-Statutory Stock Option; provided, however, that an        
Incentive Stock Option shall be granted only to an Eligible Recipient who 
is an employee of the Company or a Subsidiary.  The terms of the          
agreement relating to a Non-Statutory Stock Option shall expressly        
provide that such Option shall not be treated as an Incentive Stock       
Option.                                                                   

 No Participant shall receive Options under this Plan which exceed
300,000 shares during any fiscal year of the Company.                     

    6.2  Exercise.  An Option shall become exercisable at such times and
in such installments (which may be cumulative) as shall be determined by  
the Committee, in its discretion, at the time the Option is granted.      
Upon the completion of its exercise period, an Option, to the extent not  
then exercised, shall expire.  Notwithstanding the foregoing and subject  
to the discretionary acceleration rights of the Committee, an Option      
granted to a director, officer or 10% shareholder of the Company shall    
not be exercisable for a period of six (6) months unless the Option has   
been approved by the Board, the Committee or the shareholders of the      
Company.                                                                  

6.3  Exercise Price.                                            

         (a) Incentive Stock Options.  The per share price to be paid by
  the Participant at the time an Incentive Stock Option is exercised
    shall be determined by the Committee, in its discretion, at the time
   the Option is granted; provided, however, that such price shall not
be less than (i) 100% of the Fair Market Value of one share of  
   Common Stock on the date the Option is granted, or (ii) 110% of the
Fair Market Value of one share of Common Stock on the date the  
Option is granted if, at the time the Option is granted, the    
   Participant owns, directly or indirectly (as determined pursuant to
Section 424(d) of the Code), more than 10% of the total combined
voting power of all classes of stock of the Company or any      
   subsidiary or parent corporation of the Company (within the meaning
of Sections 424(f) and 424(e), respectively, of the Code).      

     (b) Non-Statutory Stock Options.  The per share price to be
   paid by the Participant at the time a Non-Statutory Stock Option is
  exercised shall be determined by the Committee, in its discretion,
at the time the Option is granted.                              

6.4  Duration.                                                  

  (a) Incentive Stock Options.  The period during which an
Incentive Stock Option may be exercised shall be fixed by the   
Committee, in its discretion, at the time the Option is granted;
provided, however, that in no event shall such period exceed 10 
 years from its date of grant or, in the case of a Participant who
owns, directly or indirectly (as determined pursuant to Section 
424(d) of the Code), more than 10% of the total combined voting 
 power of all classes of stock of the Company or any subsidiary or
 parent corporation of the Company (within the meaning of Sections
  424(f) and 424(e), respectively, of the Code), five years form its
date of grant.                                                  

     (b) Non-Statutory Stock Options.  The period during which a
 Non-Statutory Stock Option may be exercised shall be fixed by the
Committee, in its discretion, at the time the Option is granted.

   (c) Effect of Termination of Employment or Other Service.
  Notwithstanding this Section 6.4, except as provided in Articles 9
and 10 of the Plan, all Options granted to a Participant shall  
terminate and may no longer be exercised if the Participant's   
 employment or other service with the Company and all Subsidiaries
ceases.                                                         

6.5  Manner of Exercise.  An Option may be exercised by a       
Participant in whole or in part from time to time, subject to the         
conditions contained herein and in the agreement evidencing such Option,  
by delivery, in person or through certified or registered mail, of        
written notice of exercise to the Company at its principal executive      
office in New Hope, Minnesota (Attention: President), and by paying in    
full the total Option exercise price for the shares of Common Stock       
purchased.  Such notice shall be in a form satisfactory to the Committee  
and shall specify the particular Option (or portion thereof) that is      
being exercised and the number of shares with respect to which the Option 
is being exercised.  Subject to compliance with Section 13.1 of the Plan, 
the exercise of the Option shall be deemed effective upon receipt of such 
notice and payment complying with the terms of the Plan and the agreement 
evidencing such Option.  As soon as practicable after the effective       
exercise of the Option, the Participant shall be recorded on the stock    
transfer books of the Company as the owner of the shares purchased, and   
the Company shall deliver to the Participant one or more duly issued      
stock certificates evidencing such ownership.  If a Participant exercises 
any Option with respect to some, but not all, of the shares of Common     
Stock subject to such Option, the right to exercise such Option with      
respect to the remaining shares shall continue until it expires or        
terminates in accordance with its terms.  An Option shall only be         
exercisable with respect to whole shares.                                 

6.6  Payment of Exercise Price.                                 

         (a) The total purchase price of the shares to be purchased upon
exercise of an Option shall be paid entirely in cash (including 
check, bank draft or money order); provided, however, that the  
Committee, in its sole discretion, may allow such payments to be
  made, in whole or in part, by delivery of a Broker Exercise Notice
 or a promissory note (containing such terms and conditions as the
Committee may in its discretion determine), by transfer from the
 Participant to the Company of Previously Acquired Shares, or by a
   combination thereof.  In determining whether or upon what terms and
    conditions a Participant will be permitted to pay the purchase price
  of an Option in a form other than cash, the Committee may consider
    all relevant facts and circumstances, including, without limitation,
  the tax and securities law consequences to the Participant and the
 Company and the financial accounting consequences to the Company.
   In the event the Participant is permitted to pay the total purchase
price of an Option in whole or in part with Previously Acquired 
    Shares, the value of such shares shall be equal to their Fair Market
Value on the date of exercise of the Option.                    

  (b) For purposes of this Section 6.6, a "Broker Exercise
Notice" shall mean a written notice from a Participant to the   
Company at its principal executive office in New Hope, Minnesota
(Attention: President), made on a form and in the manner as the 
Committee may from time to time determine, pursuant to which the
   Participant irrevocably elects to exercise all or any portion of an
Option and irrevocably directs the Company to deliver the       
 Participant's stock certificates to be issued to such Participant
   upon such Option exercise directly to a broker or dealer.  A Broker
Exercise Notice must be accompanied by or contain irrevocable   
instructions to the broker or dealer (i) to promptly sell a     
sufficient number of shares of such Common Stock or to loan the 
  Participant a sufficient amount of money to pay the exercise price
   for the Options and, if not otherwise satisfied by the Participant,
  to fund any related employment and withholding tax obligations due
  upon such exercise, and (ii) to promptly remit such to the Company
upon the broker's or dealer's receipt of the stock certificates.

   6.7  Rights as a Shareholder.  The Participant shall have no rights
as a shareholder with respect to any shares of Common Stock covered by an 
Option until the Participant shall have become the holder of record of    
such shares, and no adjustments shall be made for dividends or other      
distributions or other rights as to which there is a record date          
preceding the date the Participant becomes the holder of record of such   
shares, except as the Committee may determine pursuant to Section 4.3 of  
the Plan.                                                                 

  6.8  Disposition of Common Stock Acquired Pursuant to the Exercise
of Incentive Stock Options.  Prior to making a disposition (as defined in 
Section 424(c) of the Code) of any shares of Common Stock acquired        
pursuant to the exercise of an Incentive Stock Option granted under the   
Plan before the expiration of two years after its date of grant or before 
the expiration of one year after its date of exercise and the date on     
which such shares of Common Stock were transferred to the Participant     
pursuant to exercise of the Option, the Participant shall send written    
notice to the Company of the proposed date of such disposition, the       
number of shares to be disposed of, the amount of proceeds to be received 
from such disposition and any other information relating to such          
disposition that the Company may reasonably request.  The right of a      
Participant to make any such disposition shall be conditioned on the      
receipt by the Company of all amounts necessary to satisfy any federal,   
state or local withholding and employment-related tax requirements        
attributable to such disposition.  The Committee shall have the right, in 
its discretion, to endorse the certificates representing such shares with 
a legend restricting transfer and to cause a stop transfer order to be    
entered with the Company's transfer agent until such time as the Company  
receives the amounts necessary to satisfy such withholding an employment- 
related tax requirements or until the later of the expiration of two      
years from its date of grant or one year from its date of exercise and    
the date on which such shares were transferred to the Participant         
pursuant to the exercise of the Option.                                   

6.9  Aggregate Limitation of Stock Subject to Incentive Stock   
Options.  To the extent that the aggregate Fair Market Value (determined  
as of the date an Incentive Stock Option is granted) of the shares of     
Common Stock with respect to which incentive stock options (within the    
meaning of Section 422 of the Code) are exercisable for the first time by 
a Participant during any calendar year (under the Plan and any other      
incentive stock option plans of the Company or any subsidiary or any      
parent corporation of the company (within the meaning of Sections 424(f)  
and 424(e), respectively, of the Code)) exceeds $100,000 (or such other   
amount as may be prescribed by the Code from time to time), such excess   
Options shall be treated as Non-Statutory Stock Options.  The             
determination shall be made by taking Incentive Stock Options into        
account in the order in which they were granted.  If such excess only     
applies to a portion of an Incentive Stock Option, the Committee, in its  
discretion, shall designate which shares shall be treated as shares to be 
acquired upon exercise of an Incentive Stock Option.                      

ARTICLE 7.  RESTRICTED STOCK.                                             

7.1  Administration.  Shares of Restricted Stock may be issued  
either alone or in addition to other awards granted under the Plan.  The  
Committee shall determine the officers, key employees, members of the     
Board and consultants of the Company and Subsidiaries to whom, and the    
time or times at which, grants of Restricted Stock will be made, the      
number of shares to be awarded, the time or times within which such       
awards may be subject to forfeiture, and all other conditions of the      
awards.  The Committee may also condition the grant of Restricted Stock   
upon the attainment of specified performance goals.  The provisions of    
Restricted Stock awards need not be the same with respect to each         
recipient.                                                                

    7.2  Awards and Certificates.  The prospective recipient of an award
of shares of Restricted Stock shall not have any rights with respect to   
such award, unless and until such recipient has executed an agreement     
evidencing the award and has delivered a fully executed copy thereof to   
the Company, and has otherwise complied with the then applicable terms    
and conditions.                                                           

         (i)  Each Participant who has received a Restricted Stock award
shall be issued a stock certificate in respect of shares of     
   Restricted Stock awarded under the Plan.  Such certificate shall be
registered in the name of the Participant, and shall bear an    
appropriate legend referring to the terms, conditions, and      
restrictions applicable to such award, substantially in the     
following form:                                                 

    "The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and 
      conditions (including forfeiture) of the Navarre Corporation
      1992 Stock Option Plan and an agreement entered into between
       the registered owner and Navarre Corporation.  Copies of such
  Plan and Agreement are on file in the offices of Navarre
Corporation, 7400 49th Ave. N., New Hope, MN  55428." 

       (ii)  The Committee shall require that the stock certificates
  evidencing such shares be held in custody by the Company until the
   restrictions thereon shall have lapsed, and that, as a condition of
  any Restricted Stock award, the Participant shall have delivered a
    stock power, endorsed in blank, relating to the Common Stock covered
by such award.                                                  

 7.3  Restrictions and Conditions.  The shares of Restricted Stock
awarded pursuant to the Plan shall be subject to the following            
restrictions and conditions:                                              

   (i)  Subject to the provisions of this Plan and the award
   agreement, during a period set by the Committee commencing with the
    date of such award (the "Restriction Period"), the Participant shall
not be permitted to sell, transfer, pledge or assign shares of  
  Restricted Stock awarded under the Plan.  Within these limits, the
Committee may provide for the lapse of such restrictions in     
installments where deemed appropriate.                          

         (ii)  Except as provided in paragraph 7.3(i) of this Article 7,
    the Participant shall have, with respect to the shares of Restricted
   Stock, all of the rights of a shareholder of the Company, including
the right to vote the shares and the right to receive any cash  
dividends.  The Committee, in its sole discretion, may permit or
require the payment of cash dividends to be deferred and, if the
Committee so determines, reinvested in additional shares of     
   Restricted Stock (but only to the extent shares are available under
 Article 4).  Certificates for shares of unrestricted Common Stock
shall be delivered to the Participant promptly after, and only  
after, the period of forfeiture shall have expired without      
forfeiture in respect of such shares of Restricted Stock.       

     (iii)  Subject to the provisions of the award agreement and
  paragraph (iv) of this Section 7.3, upon termination of employment
for any reason during the Restriction Period, all shares still  
subject to restriction shall be forfeited by the Participant.   

   (iv)  In the event of special hardship circumstances of a
  Participant whose employment is terminated (other than for cause),
including death, Disability or Retirement, or in the event of an
unforeseeable emergency of a Participant still in service, the  
  Committee may, in its sole discretion, when it finds that a waiver
  would be in the best interest of the Company, waive in whole or in
part any or all remaining restrictions with respect to such     
Participant's shares of Restricted Stock.                       

         (v)  Notwithstanding the foregoing, in the event of the sale by
 the Company of substantially all of its assets and the consequent
discontinuance of its business, or in the event of a merger,    
exchange, consolidation or liquidation of the Company, the Board
shall, in its sole discretion, in connection with the Board's   
 adoption of the plan for sale, merger, exchange, consolidation or
  liquidation, provide for one or more of the following with respect
   to Restricted Stock awards that are, on such date, still subject to
    a Restriction Period:  (i) the removal of the restrictions on any or
all outstanding Restricted Stock awards; (ii) the complete      
 termination of this Plan and forfeiture of outstanding Restricted
  Stock awards prior to a date specified by the Board; and (iii) the
  continuance of the Plan with respect to the Restricted Stock award
 which were outstanding as of the date of adoption by the Board of
  such plan for sale, merger, exchange, consolidation or liquidation
and provide to participants holding Restricted Stock awards the 
  right to an equivalent number of restricted shares of stock of the
  corporation succeeding the Company by reason of such sale, merger,
  exchange, consolidation or liquidation.  The grant of a Restricted
Stock award pursuant to the Plan shall not limit in any way the 
right or power of the Company to make adjustments,              
reclassifications, reorganizations or changes of its capital or 
business structure or to merge, exchange or consolidate or to   
dissolve, liquidate, sell or transfer all or any part of its    
business or assets.                                             

     (vi)  Subject to Article 11 below, recipients of Restricted
   Stock awards under the Plan are not required to make any payment or
provide consideration other than the rendering of services.     

ARTICLE 8.     CASH BONUSES.                                              

  In connection with any grant of Options or Restricted Stock awards
or at any time thereafter, the Committee may, in its discretion, grant a  
cash bonus to a Participant in connection with the grant or vesting or    
exercise of an Option or a Restricted Stock award.  The determination of  
whether to grant such a cash bonus, the nature and amount of any such     
cash bonus and the terms and conditions of such cash bonus shall be       
within the discretion of the Committee.                                   

ARTICLE 9.     EFFECT OF ON OPTIONS TERMINATION OF EMPLOYMENT OR OTHER    
SERVICE.                                    

9.1  Termination of Employment or Other Service Due to Death,   
Disability or Retirement.  Except as otherwise provided in Article 10 of  
the Plan, in the event a Participant's employment or other service with   
the Company and all Subsidiaries is terminated by reason of such          
Participant's death, Disability or Retirement, all outstanding Options    
then held by the Participant shall remain exercisable to the extent       
exercisable as of such termination for a period of three months after     
such termination (but in no event after the expiration date of any such   
Option).                                                                  

 9.2  Termination of Employment or Other Service for Reasons Other
than Death, Disability or Retirement.  Except as otherwise provided in    
Article 10 of the Plan, in the event a Participant's employment or other  
service is terminated with the Company and all Subsidiaries for any       
reasons other than death, Disability or Retirement, all rights of the     
Participant under the Plan shall immediately terminate without notice of  
any kind, and no Options then held by the Participant shall thereafter be 
exercisable.                                                              

9.3  Modification of Effect of Termination.  Notwithstanding the
provisions of this Article 9, upon a Participant's termination of         
employment or other service with the Company and all Subsidiaries, the    
Committee may, in its discretion (which may be exercised before or        
following such termination), cause Options, or any portions thereof, then 
held by such Participant to become exercisable and remain exercisable     
following such termination in the manner determined by the Committee;     
provided, however, that no Option shall be exercisable after the          
expiration date thereof and any Incentive Stock Option that remains       
unexercised more than three months following employment termination by    
reason of Retirement or more than one year following employment           
termination by reason of Disability shall thereafter be deemed to be a    
Non-Statutory Stock Option.                                               

9.4  Date of Termination.  Unless the Committee shall otherwise 
determine in its discretion, a Participant's employment or other service  
shall, for purposes of the Plan, be deemed to have terminated on the date 
such Participant ceases to perform services for the Company and all       
Subsidiaries, as determined in good faith by the Committee.               

ARTICLE 10.    CHANGE OF CONTROL.                                         

   10.1 Change in Control.  For purposes of this Article 10, a "Change
in Control" of the Company shall mean (a) the sale, lease, exchange or    
other transfer of all or substantially all of the assets of the Company   
(in one transaction or in a series of related transactions) to a          
corporation that is not controlled by the Company, (b) the approval by    
the shareholders of the Company of any plan or proposal for the           
liquidation or dissolution of the Company, or (c) a change in control of  
the Company of a nature that would be required to be reported (assuming   
such event has not been "previously reported") in response to Item 1(a)   
of the Current Report on Form 8-K, as in effect on the effective date of  
the Plan, pursuant to Section 13 or 15(d) of the Exchange Act, whether or 
not the Company is then subject to such reporting requirement; provided,  
however, that, without limitation, such a Change in Control shall be      
deemed to have occurred at such time as (x) any Person becomes after the  
effective date of the Plan the "beneficial owner" (as defined in Rule     
13d-3 under the Exchange Act), directly or indirectly, of 50% or more of  
the combined voting power of the Company's outstanding securities         
ordinarily having the right to vote at elections of directors, or (y)     
individuals who constitute the board of directors of the Company on the   
effective date of the Plan cease for any reason to constitute at least a  
majority thereof, provided that any person becoming a director subsequent 
to the effective date of the Plan whose election, or nomination for       
election by the Company's shareholders, was approved by a vote of at      
least a majority of the directors comprising the board of directors of    
the Company on the effective date of the Plan (either by a specific vote  
or by approval of the proxy statement of the Company in which such person 
is named as a nominee for director, without objection to such nomination) 
shall be, for purposes of this clause (y), considered as though such      
person were a member of the board of directors of the Company on the      
effective date of the Plan.                                               

    10.2 Acceleration of Vesting.  If a Change of Control of the Company
shall occur, then, without any action by the Committee or the Board, all  
outstanding Options shall become immediately exercisable in full and      
shall remain exercisable during the remaining term thereof, regardless of 
whether the Participants to whom such Options have been granted remain in 
the employ or service of the Company or any Subsidiary.                   

10.3 Cash Payment.  If a Change in Control of the Company shall 
occur, then the Committee, in its discretion, and without the consent of  
any Participant affected thereby, may determine that some or all          
Participants holding outstanding Options shall receive, with respect to   
some or all of the shares of Common Stock subject to such Options, as of  
the effective date of any such Change in Control of the Company, cash in  
an amount equal to the excess of the Fair Market Value of such shares     
immediately prior to the effective date of such Change in Control of the  
Company over the exercise price per share of such Options.                

10.4 Limitation on Change in Control Payments.  Notwithstanding 
anything in Section 10.2 or 10.3 above to the contrary, if, with respect  
to a Participant, the acceleration of the exercisability of an Option as  
provided in Section 10.2 or the payment of cash in exchange for all or    
part of an Option as provided in section 10.3 above (which acceleration   
or payment could be deemed a "payment" within the meaning of Section      
280G(b)(2) of the Code), together with any other payments which such      
Participant has the right to receive from the Company or any corporation  
which is a member of an "affiliated group" (as defined in Section 1504(a) 
of the Code without regard to Section 1504(b) of the Code) of which the   
Company is a member, would constitute a "parachute payment" (as defined   
in Section 280G(b)(2) of the Code), then the payments to such Participant 
pursuant to Section 10.2 or 10.3 above shall be reduced to the largest    
amount as will result in no portion of such payments being subject to the 
excise tax imposed by Section 4999 of the Code.                           

ARTICLE 11.    RIGHT TO WITHHOLD; PAYMENT OF WITHHOLDING TAXES.           

11.1 General Rules.  The Company is entitled to (a) withhold and
deduct form future wages of the Participant (or from other amounts which  
may be due and owing to the Participant from the Company), or make other  
arrangements for the collection of, all legally required amounts          
necessary to satisfy any and all federal, state and local withholding and 
employment-related tax requirements (i) attributable to the grant or      
exercise of an Option or a Restricted Stock award or to a disqualifying   
disposition of stock received upon exercise of an Incentive Stock Option, 
or (ii) otherwise incurred with respect to an Option or a Restricted      
Stock award, or (b) require the Participant promptly to remit the amount  
of such withholding to the Company before taking any action with respect  
to an Option or a Restricted Stock award.                                 

11.2 Special Rules.                                             

        (a) Without limiting the generality of Section 11.1 above, the
 Committee may, in its discretion and subject to such rules as the
    Committee may adopt, permit a Participant to satisfy, in whole or in
party, any withholding or employment-related tax obligations    
described in Section 11.1 above by electing to use Previously   
  Acquired Shares or by electing to have the Company accept a Broker
  Exercise Notice with respect to that number of shares, in any such
case, having a Fair Market Value, on the Tax Date, equal to the 
 amount necessary to satisfy the withholding or employment-related
taxes due, or by agreeing to deliver to the Company a promissory
    note in payment for some or all of the necessary amounts (containing
such terms and conditions as the Committee in its discretion may
determine).                                                     

         (b) A Participant's election to use Previously Acquired shares,
a Broker Exercise Notice or a promissory note must be made on or
   prior to the Tax Date, is irrevocable and is subject to the consent
   or disapproval of the Committee.  If the Participant is an officer,
director or beneficial owner of more than 10% of the outstanding
Common Stock of the Company has a class of equity securities    
   registered under Section 12 of the Exchange Act, an election to use
   Previously Acquired Shares may not be made within six months of the
 date the Option is granted (unless the death or Disability of the
Participant occurs prior to the expiration of such six-month    
period), and (unless otherwise permitted by the Committee in its
   discretion) must be made either six months prior to the Tax Date or
at any time prior to the Tax Date between the third and twelfth 
business days following public release of any of the Company's  
quarterly or annual summary earnings statements.  When shares of
Common Stock are issued prior to the Tax Date to a participant  
making an election to use Previously Acquired Shares, the       
Participant shall agree in writing to surrender that number of  
  shares on the Tax Date having an aggregate Fair Market Value equal
to the tax due.                                                 

ARTICLE 12.    RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS:            
TRANSFERABILITY.                            

12.1 Employment of Service.  Nothing in the Plan shall interfere
with or limit in any way the right of the Company or any Subsidiary to    
the employment or service of any Eligible Recipient or Participant at any 
time, nor confer upon any Eligible Recipient or Participant any right to  
continue in the employ or service of the Company or any Subsidiary.       

  12.2 Restrictions on Transfer.  Other than pursuant to a qualified
domestic relations order (as defined by the Code), no right or interest   
of any Participant in an Option prior to the exercise of such Options     
shall be assignable or transferable, or subjected to any lien, during the 
lifetime of the Participant, either voluntarily or involuntarily,         
directly or indirectly, by operation of law or otherwise, including       
execution, levy, garnishment, attachment, pledge, divorce or bankruptcy.  
A Participant shall, however, be entitled to designate a beneficiary to   
receive an Option upon such Participant's death.  In the event of a       
Participant's death, such Participant's rights and interest in Options    
shall be transferable by testamentary will or the laws of descent and     
distribution, and payment of any amounts due under the Plan shall be made 
to, and exercise of any Options (to the extent permitted pursuant to      
Article 9 of the Plan) may be made by, the Participant's legal            
representatives, heirs or legatees.  If in the opinion of the Committee a 
Participant holding an Option is disabled form caring for his or her      
affairs because of mental condition, physical condition or age, any       
payments due the Participant may be made to, and any rights of the        
Participant under the Plan shall be exercised by, such Participant's      
guardian, conservator or other legal personal representative upon         
furnishing the Committee with evidence satisfactory to the Committee of   
such status.  Notwithstanding the foregoing, the Board or the Committee   
may, in its discretion, determine that an Option may be exercised by      
someone other than the Optionee and that the Option may be transferable   
based on the tax and federal securities laws then in effect for such      
Options.                                                                  

   12.3 Non-Exclusivity of the Plan.  Nothing contained in the Plan is
intended to amend, modify or rescind any previously approved compensation 
plans to programs entered into by the Company.  The Plan will be          
construed to be in addition to any and all such other plans or programs.  
Neither the adoption of the Plan nor the submission of the Plan to the    
shareholders of the Company for approval will be construed as creating    
any limitations on the power or authority of the Board to adopt such      
additional or other compensation arrangements as the Board may deem       
necessary or desirable.                                                   

ARTICLE 13.    SECURITIES LAW RESTRICTIONS.                               

 13.1 Share Issuances.  Notwithstanding any other provision of the
Plan or any agreement entered into pursuant hereto, the Company shall not 
be required to issue or deliver any certificate for shares of Common      
Stock under this Plan, and an Option shall not be considered to be        
exercised notwithstanding the tender by the Participant of any            
consideration therefor, unless and until each of the following conditions 
has been fulfilled:                                                       

        (a) (i) There shall be in effect with respect to such shares a
  registration statement under the Securities Act and any applicable
state securities laws if the Committee, in its discretion, shall
   have determined to file, cause to become effective and maintain the
effectiveness of such registration statement; or (ii) if the    
Committee has determined not to so register the shares of Common
   Stock to be issued under the Plan, (A) exemptions from registration
   under the Securities Act and applicable state securities laws shall
be available for such issuance (as determined by counsel to the 
    Company) and (B) there shall have been received from the Participant
    (or, in the event of death or disability, the Participant's heirs(s)
or legal representative(s)) any representations or agreements   
    requested by the Company in order to permit such issuance to be made
pursuant to such exemptions; and                                

        (b) There shall have been obtained any other consent, approval
 or permit from any state or federal governmental agency which the
   Committee shall, in its discretion upon the advice of counsel, deem
necessary or advisable.                                         

13.2 Share Transfers.  Shares of Common Stock issued pursuant to
Options or Restricted Stock awards granted under the Plan may not be      
sold, assigned, transferred, pledged, encumbered or otherwise disposed    
of, whether voluntarily or involuntarily, directly or indirectly, by      
operation of law or otherwise, except pursuant to registration under the  
Securities Act and applicable state securities laws or pursuant to        
exemptions from such registrations.  The Company may condition the sale,  
assignment, transfer, pledge, encumbrance or other disposition of such    
shares not issued pursuant to an effective and current registration       
statement under the Securities Act and all applicable state securities    
laws on the receipt from the party to whom the shares of Common Stock are 
to be so transferred of any representations or agreements requested by    
the Company in order to permit such transfer to be made pursuant to       
exemptions from registration under the Securities Act and applicable      
state securities laws.                                                    

13.3 Legends.                                                   

         (a) Unless a registration statement under the Securities Act is
in effect with respect to the issuance or transfer of shares of 
   Common Stock under the Plan, each certificate representing any such
shares shall be endorsed with a legend in substantially the     
   following form, unless counsel for the Company is of the opinion as
to any such certificate that such legend is unnecessary:        

        THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR UNDER
       APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES HAVE BEEN
        ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
 ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
  DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
       STATEMENT UNDER THE ACT AND SUCH STATE LAWS OR PURSUANT TO AN
        EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS,
THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE 
SATISFACTION OF THE COMPANY.                          

        (b) The Committee, in its discretion, may endorse certificates
representing shares issued pursuant to the exercise of Incentive
Stock Options with a legend in substantially the following form:

     THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
        TRANSFERRED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF
       ON OR BEFORE (THE LATER OF THE ONE-YEAR OR TWO-YEAR INCENTIVE
  STOCK OPTION HOLDING PERIODS), WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY.                               

ARTICLE 14.    PLAN AMENDMENT, MODIFICATION AND TERMINATION.              

  The Board may suspend or terminate the Plan or any portion thereof
at any time, and may amend the plan from time to time in such respects as 
the Board may deem advisable in order that Options or Restricted Stock    
awards under the Plan shall conform to any change in applicable laws or   
regulations or in any other respect the Board may deem to be in the best  
interests of the Company; provided, however, that no such amendment shall 
be effective, without approval of the shareholders of the Company, if     
shareholder approval of the amendment is then required pursuant to Rule   
16b-3 under the Exchange Act or any successor rule or Section 422 of the  
Code or under the applicable rules or regulations of any securities       
exchange or the NASD.  No termination, suspension or amendment of the     
Plan shall alter or impair any outstanding Option or a Restricted Stock   
award without the consent of the Participant affected thereby; provided,  
however, that this sentence shall not impair the right of the Committee   
to take whatever action it deems appropriate under Section 4.3 or Article 
10 of the Plan.                                                           

ARTICLE 15.    EFFECTIVE DATE OF THE PLAN.                                

    15.1 Effective Date.  The Plan is effective as of September 1, 1992,
the date it was adopted by the Board.                                     

   15.2 Duration of the Plan.  The Plan shall terminate at midnight on
September 1, 1002, and may be terminated prior thereto by Board action,   
and no Option or a Restricted Stock award shall be granted after such     
termination.  Options outstanding upon termination of the Plan may        
continue to be exercised in accordance with their terms.                  

ARTICLE 16.    MISCELLANEOUS.                                             

16.1 Construction and Headings.  The use of the masculine gender
shall also include within its meaning the feminine, and the singular may  
include the plural and may include the singular, unless the context       
clearly indicates to the contrary.  The headings of the Articles,         
Sections and subparts of the Plan are for convenience of reading only and 
are not meant to be of substantive significance and shall not add or      
detract from the meaning of such Article, Section or subpart.             

16.2 Public Policy.  No person shall have any claim or right to 
receipt of an Option or a Restricted Stock award if, in the opinion of    
counsel to the Company, such receipt conflicts with law or is opposed to  
governmental or public policy.                                            

  16.3 Governing Law.  The place of administration of the Plan shall
be conclusively deemed to be within the State of Minnesota, and the       
rights and obligations of any and all persons having or claiming to have  
had an interest under the Plan or under any agreements evidencing Options 
and Restricted Stock awards shall be governed by and construed            
exclusively and solely in accordance with the laws of the State of        
Minnesota without regard to the conflict of laws provisions of any        
jurisdictions.  All parties agree to submit to the jurisdiction of the    
state and federal courts of Minnesota with respect to matters relating to 
the Plan and agree not to raise or assert the defense that such forum is  
not convenient for such party.                                            

 16.4 Successors and Assigns.  This Plan shall be binding upon and
inure to the benefit of the successors and permitted assigns of the       
Company, including, without limitation, whether by way of merger,         
consolidation, operation of law, assignment, purchase or other            
acquisition of substantially all of the assets or business of the Company 
and any and all such successors and assigns shall absolutely and          
unconditionally assume all of the Company's obligations under the Plan.   

16.5 Survival of Provisions.  The rights, remedies, agreements, 
obligations and covenants contained in or made pursuant to the Plan, any  
agreement evidencing an Option or a Restricted Stock award and any other  
notices or agreements in connection therewith, including, without         
limitation, any notice of exercise of an Option, shall survive the        
execution and delivery of such notices and agreements and the delivery    
and receipt of shares of Common Stock and shall remain in full force and  
effect.                                                                   

ARTICLE 17.  GRANTING OF OPTIONS TO DIRECTORS WHO ARE NOT EMPLOYEES.      

    17.1 Each director who is not an employee of the Company on March 5,
1996 shall receive an Option to purchase 20,000 shares of the Company's   
Common Stock at a price equal to the Fair Market Value.  Such Options     
shall be designated as Non-Statutory Stock Options and shall be subject   
to the same terms and provisions as are then in effect with respect to    
granting of Non-Statutory Stock Options to salaried officers and key      
employees of the Company.  Each option shall vest in increments of 20% of 
the original Option grant beginning one year from the date of grant and   
shall expire six years from the date of grant.  Subject to the foregoing, 
all provisions of this Plan not inconsistent with the foregoing shall     
apply to the Options granted to directors who are not employees except    
that directors shall always have the right to make payment by delivery of 
Broker Exercise Notice or by delivery of previously acquired shares as    
provided in Section 6.6 of the Plan.                                      

    In addition, each director who is not an employee of the Company and
serves as a director on April 1 of the year, beginning on April 1, 1997,  
shall receive an Option to purchase 6,000 shares of Common Stock at a     
price equal to Fair Market Value.  Such Options shall be designated as    
Non-Statutory Stock Options.  Each Option shall vest in increments of 20% 
of the original Option grant beginning one year from the date of grant    
and shall expire on the earlier of (i) six years from the date of grant,  
and (ii) one year after the person ceases to serve as a director.         

In the event discretionary Options are granted to members of the
Committee, such Options shall be granted by the Board.                    

As amended by Board of Directors                                          
Approved by shareholders on September 5, 1996.                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		4/1/97		10-Q/A
Filed on:		2/14/97		SC 13G/A
For Period End:		12/31/96		10-Q/A
		9/5/96
		3/5/96
		9/1/92
				List all Filings