<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>a4388940ex4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
                                                                       Exhibit 4
                            COPYTELE, INC.

                            2003 SHARE INCENTIVE PLAN

     1. Purpose. The CopyTele, Inc. 2003 Share Incentive Plan (the "Plan") is
intended to provide incentives which will attract, retain and motivate highly
competent persons as officers, key employees and non-employee directors
("Director Participants"), of, and consultants to, CopyTele, Inc. (the
"Company") and its subsidiaries and affiliates, by providing them opportunities
to acquire shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), or to receive monetary payments based on the value of such
shares pursuant to the Benefits (as defined below) described herein.
Additionally, the Plan is intended to assist in further aligning the interests
of the Company's officers, key employees and consultants to those of its other
stockholders.

     2. Administration.

     (a) The Plan will be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company from among its members (which
may be the Compensation Committee) and shall be comprised, unless otherwise
determined by the Board of Directors, solely of not less than two members who
shall be (i) "Non-Employee Directors" within the meaning of Rule 16b-3(b)(3) (or
any successor rule) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and (ii) "outside directors" within the meaning of
Treasury Regulation Section 1.162-27(e)(3) under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Committee is authorized,
subject to the provisions of the Plan, to establish such rules and regulations
as it deems necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Benefits granted hereunder as it deems necessary or advisable.
All determinations and interpretations made by the Committee shall be binding
and conclusive on all participants and their legal representatives. No member of
the Committee and no employee of the Company shall be liable for any act or
failure to act hereunder, except in circumstances involving his or her bad
faith, gross negligence or willful misconduct, or for any act or failure to act
hereunder by any other member or employee or by any agent to whom duties in
connection with the administration of this Plan have been delegated. The Company
shall indemnify members of the Committee and any agent of the Committee who is
an employee of the Company, a subsidiary or an affiliate against any and all
liabilities or expenses to which they may be subjected by reason of any act or
failure to act with respect to their duties on behalf of the Plan, except in
circumstances involving such person's bad faith, gross negligence or willful
misconduct.

     (b) The Committee may delegate to one or more of its members, or to one or
more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee may employ
such legal or other counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Company, or the subsidiary or affiliate whose employees have benefited
from the Plan, as determined by the Committee.

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     3. Participants. Participants will consist of such officers, key employees
and Director Participants of, and such consultants to, the Company and its
subsidiaries and affiliates as the Committee in its sole discretion determines
to be significantly responsible for the success and future growth and
profitability of the Company and whom the Committee may designate from time to
time to receive Benefits under the Plan. Designation of a participant in any
year shall not require the Committee to designate such person to receive a
Benefit in any other year or, once designated, to receive the same type or
amount of Benefit as granted to the participant in any other year. The Committee
shall consider such factors as it deems pertinent in selecting participants and
in determining the type and amount of their respective Benefits.

     4. Type of Benefits. Benefits under the Plan may be granted in any one or a
combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Performance Awards and (e) Stock Units (each as described below, and
collectively, the "Benefits"). Stock Awards, Performance Awards, and Stock Units
may, as determined by the Committee in its discretion, constitute
Performance-Based Awards, as described in Section 11 hereof. Benefits shall be
evidenced by agreements (which need not be identical) in such forms as the
Committee may from time to time approve; provided, however, that in the event of
any conflict between the provisions of the Plan and any such agreements, the
provisions of the Plan shall prevail.

     5. Common Stock Available Under the Plan. The aggregate number of shares of
Common Stock that may be subject to Benefits, including Stock Options, granted
under this Plan shall be 15,000,000 shares of Common Stock, which may be
authorized and unissued or treasury shares, subject to any adjustments made in
accordance with Section 18 hereof. The maximum number of shares of Common Stock
with respect to which Benefits may be granted or measured to any individual
participant under the Plan during any year of the Plan shall not exceed
1,500,000, provided, however, that the maximum number of shares of Common Stock
with respect to which Stock Options and Stock Appreciation Rights may be granted
to an individual participant under the Plan during any year of the Plan shall
not exceed 1,500,000 (in each case, subject to adjustments made in accordance
with Section 18 hereof). Any shares of Common Stock subject to a Stock Option or
Stock Appreciation Right which for any reason is cancelled or terminated without
having been exercised, any shares subject to Stock Awards, Performance Awards or
Stock Units which are forfeited, any shares subject to Performance Awards
settled in cash or any shares delivered to the Company as part or full payment
for the exercise of a Stock Option or Stock Appreciation Right shall again be
available for Benefits under the Plan. The preceding sentence shall apply only
for purposes of determining the aggregate number of shares of Common Stock
subject to Benefits but shall not apply for purposes of determining the maximum
number of shares of Common Stock with respect to which Benefits (including the
maximum number of shares of Common Stock subject to Stock Options and Stock
Appreciation Rights) that may be granted to any individual participant under the
Plan.

     6. Stock Options. Stock Options will consist of awards from the Company
that will enable the holder to purchase a number of shares of Common Stock, at
set terms. Stock Options may be "incentive stock options" ("Incentive Stock
Options"), within the meaning of Section 422 of the Code, or Stock Options which
do not constitute Incentive Stock Options ("Nonqualified Stock Options");
provided, however, that grants of Incentive Stock Options made prior to approval
of the grant of Incentive Stock Options under the Plan by stockholders of the
Company shall be subject to such approval and provided, further, that if

                                       2

<PAGE>

stockholder approval of the grant of Incentive Stock Options under the Plan is
not obtained within twelve months of adoption of the Plan by the Board of
Directors, any Stock Option granted during the twelve month period after
adoption of the Plan by the Board of Directors that is designated as an
Incentive Stock Option shall be treated thereafter as Nonqualified Stock Option.
The Committee will have the authority to grant to any participant one or more
Incentive Stock Options, Nonqualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights). Each Stock
Option shall be subject to such terms and conditions consistent with the Plan as
the Committee may impose from time to time, subject to the following
limitations:

     (a) Exercise Price. Each Stock Option granted hereunder shall have such
     per-share exercise price as the Committee may determine at the date of
     grant; subject to subsection (d), below.

     (b) Payment of Exercise Price. The option exercise price may be paid in
     cash or, in the discretion of the Committee, by the delivery of shares of
     Common Stock of the Company then owned by the participant, or by delivery
     to the Company of (x) irrevocable instructions to deliver directly to a
     broker the stock certificates representing the shares for which the Stock
     Option is being exercised, and (y) irrevocable instructions to such broker
     to sell such shares for which the Stock Option is being exercised, and
     promptly deliver to the Company the portion of the proceeds equal to the
     Stock Option exercise price and any amount necessary to satisfy the
     Company's obligation for withholding taxes, or any combination thereof. For
     purposes of making payment in shares of Common Stock, such shares shall be
     valued at their Fair Market Value (as defined below) on the date of
     exercise of the Stock Option and shall have been held by the Participant
     for at least six months. To facilitate the foregoing, the Company may enter
     into agreements for coordinated procedures with one or more brokerage
     firms. The Committee may prescribe any other method of paying the exercise
     price that it determines to be consistent with applicable law and the
     purpose of the Plan, including, without limitation, in lieu of the exercise
     of a Stock Option by delivery of shares of Common Stock of the Company then
     owned by a participant, providing the Company with a notarized statement
     attesting to the number of shares owned, where upon verification by the
     Company, the Company would issue to the participant only the number of
     incremental shares to which the participant is entitled upon exercise of
     the Stock Option. The Committee may, at the time of grant, provide for the
     grant of a subsequent Restoration Stock Option if the exercise price is
     paid for by delivering previously owned shares of Common Stock of the
     Company. Restoration Stock Options (i) may be granted in respect of no more
     than the number of shares of Common Stock tendered in exercising the
     predecessor Stock Option, (ii) shall have an exercise price equal to the
     Fair Market Value on the date the Restoration Stock Option is granted, and
     (iii) may have an exercise period that does not extend beyond the remaining
     term of the predecessor Stock Option. In determining which methods a
     participant may utilize to pay the exercise price, the Committee may
     consider such factors as it determines are appropriate.

     (c) Exercise Period. Stock Options granted under the Plan shall be
     exercisable at such time or times and subject to such terms and conditions
     as shall be determined by the Committee; provided, however, that no Stock
     Option shall be exercisable later than ten years after the date it is
     granted. All Stock Options shall terminate at such earlier times and upon
     such conditions or circumstances as the Committee shall in its discretion
     set forth in such option agreement at the date of grant; provided, however,
     the Committee may, in its sole discretion, later waive any such condition.

                                       3

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     (d) Limitations on Incentive Stock Options. Incentive Stock Options may be
     granted only to participants who are employees of the Company or one of its
     subsidiaries (within the meaning of Section 424(f) of the Code) at the date
     of grant. The aggregate Fair Market Value (determined as of the time the
     Stock Option is granted) of the Common Stock with respect to which
     Incentive Stock Options are exercisable for the first time by a participant
     during any calendar year (under all option plans of the Company and of any
     parent corporation or subsidiary corporation (as defined in Sections 424(e)
     and (f) of the Code, respectively)) shall not exceed $100,000. For purposes
     of the preceding sentence, Incentive Stock Options will be taken into
     account in the order in which they are granted. The per-share exercise
     price of an Incentive Stock Option shall not be less than 100% of the Fair
     Market Value of the Common Stock on the date of grant, and no Incentive
     Stock Option may be exercised later than ten years after the date it is
     granted; provided, however, Incentive Stock Options may not be granted to
     any participant who, at the time of grant, owns stock possessing (after the
     application of the attribution rules of 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 parent or subsidiary corporation of the Company, unless the
     exercise price is fixed at not less than 110% of the Fair Market Value of
     the Common Stock on the date of grant and the exercise of such option is
     prohibited by its terms after the expiration of five years from the date of
     grant of such option.

     (e) Post-Employment Exercises. Upon termination of employment of any
     employee or of the continuing services of any consultant with the Company
     and all subsidiary corporations and parent corporations of the Company, any
     Stock Option previously granted to the employee or consultant, unless
     otherwise specified by the Committee in the Stock Option, shall, to the
     extent not theretofore exercised, terminate and become null and void;
     provided, however, that:

         (i) if the employee or consultant shall die while in the employ or
         service of such corporation or during either the three (3) month or two
         (2) year period, whichever is applicable, specified in clause (ii)
         below and at a time when such employee or consultant was entitled to
         exercise a Stock Option as herein provided, the legal representative of
         such employee or consultant, or such person who acquired such Stock
         Option by bequest or inheritance or by reason of the death of the
         employee or consultant, may, not later than two (2) years from the date
         of death, exercise such Stock Option, to the extent not theretofore
         exercised, in respect of any or all of such number of shares of Common
         Stock as specified by the Committee in such Stock Option; and

         (ii) if the employment of any employee or the continuing services of
         any consultant to whom such Stock Option shall have been granted shall
         terminate by reason of the employee's or consultant's retirement (at
         such age or upon such conditions as shall be specified by the
         Committee), disability (as described in Section 22(e)(3) of the Code)
         or dismissal by the employer other than for cause (as defined below),
         and while such employee or consultant is entitled to exercise such
         Stock Option as herein provided, such employee or consultant shall have
         the right to exercise such Stock Option so granted in respect of any or
         all of such number of shares as specified by the Committee in such
         Stock Option, at any time up to and including (x) three (3) months
         after the date of such termination of employment or services in the
         case of termination by reason of retirement or dismissal other than for
         cause, and (y) two (2) years after the date of termination of
         employment or services in the case of termination by reason of
         disability.

                                       4

<PAGE>

     In no event, however, shall any person be entitled to exercise any Stock
Option after the expiration of the period of exercisability of such Stock Option
or Right, as specified therein.

     If an employee or consultant voluntarily terminates his or her employment
or continuing services, or is discharged for cause, any Stock Option granted
hereunder shall, unless otherwise specified by the Committee in the Stock
Option, forthwith terminate with respect to any unexercised portion thereof.

     If a Stock Option granted hereunder shall be exercised by the legal
representative of a deceased grantee or by a person who acquired a Stock Option
granted hereunder by bequest or inheritance or by reason of the death of any
employee or consultant or former employee or consultant, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary or
equivalent proof of the right of such legal representative or other person to
exercise such Stock Option.

     For the purposes of the Plan, the term "for cause" shall mean (a) with
respect to an employee or consultant who is a party to a written service
agreement with, or, alternatively, participates in a compensation or benefit
plan of the Company or a subsidiary corporation or parent corporation of the
Company, which agreement or plan contains a definition of "for cause" or "cause"
(or words of like import) for purposes of termination of employment or services
thereunder by the Company or such subsidiary corporation or parent corporation
of the Company, "for cause" or "cause" as defined therein; or (b) in all other
cases, as determined by the Committee or the Board of Directors, in its sole
discretion, (i) the willful commission by an employee or consultant of an act
that causes or may cause substantial damage to the Company or a subsidiary
corporation or parent corporation of the Company; (ii) the commission by an
employee or consultant of an act of fraud in the performance of such employee's
or consultant's duties on behalf of the Company or a subsidiary corporation or
parent corporation of the Company; (iii) conviction of the employee or
consultant for commission of a felony in connection with the performance of his
duties on behalf of the Company or a subsidiary corporation or parent
corporation of the Company; or (iv) the continuing failure of an employee or
consultant to perform the duties of such employee or consultant to the Company
or a subsidiary corporation or parent corporation of the Company after written
notice thereof and a reasonable opportunity to be heard and cure such failure
are given to the employee or consultant by the Committee.

     For the purposes of the Plan, an employment relationship shall be deemed to
exist between an individual and a corporation if, at the time of the
determination, the individual was an "employee" of such corporation for purposes
of Section 422(a) of the Code. If an individual is on leave of absence taken
with the consent of the corporation by which such individual was employed, or is
on active military service, and is determined to be an "employee" for purposes
of the exercise of a Stock Option, such individual shall not be entitled to
exercise such Stock Option during such period unless such individual shall have
obtained the prior written consent of such corporation, which consent shall be
signed by the chairman of the board of directors, the president, a senior
vice-president or other duly authorized officer of such corporation.

                                       5

<PAGE>

     A termination of employment or services shall not be deemed to occur by
reason of (i) the transfer of an employee or consultant from employment or
retention by the Company to employment or retention by a subsidiary corporation
or a parent corporation of the Company or (ii) the transfer of an employee or
consultant from employment or retention by a subsidiary corporation or a parent
corporation of the Company to employment or retention by the Company or by
another subsidiary corporation or parent corporation of the Company. Termination
of a consultant's services shall be considered to occur when he ceases to
perform services on a regular basis.

     In the event of the complete liquidation or dissolution of a subsidiary
corporation, or if such corporation ceases to be a subsidiary corporation, any
unexercised Stock Options theretofore granted to any person employed by or
rendering consulting services to such subsidiary corporation will be deemed
cancelled unless such person is employed by or renders continuing services to
the Company or by any parent corporation or another subsidiary corporation after
the occurrence of such event. If a Stock Option is to be cancelled pursuant to
the provisions of the previous sentence, notice of such cancellation will be
given to each employee or consultant holding unexercised Stock Options, and such
holder will have the right to exercise such Stock Options in full during the
thirty (30) day period following notice of such cancellation.

7. Stock Appreciation Rights.

     (a) The Committee may, in its discretion, grant Stock Appreciation Rights
     to the holders of any Stock Options granted hereunder. In addition, Stock
     Appreciation Rights may be granted independently of, and without relation
     to, Stock Options. A Stock Appreciation Right means a right to receive a
     payment in cash, Common Stock or a combination thereof, in an amount equal
     to the excess of (x) the Fair Market Value, or other specified valuation,
     of a specified number of shares of Common Stock on the date the right is
     exercised over (y) the Fair Market Value, or other specified valuation
     (which shall be no less than the Fair Market Value) of such shares of
     Common Stock on the date the right is granted, all as determined by the
     Committee; provided, however, that if a Stock Appreciation Right is granted
     in substitution for a Stock Option, the designated Fair Market Value in the
     award agreement may be the Fair Market Value on the date such Stock Option
     was granted. Each Stock Appreciation Right shall be subject to such terms
     and conditions as the Committee shall impose from time to time.

     (b) Stock Appreciation Rights granted under the Plan shall be exercisable
     at such time or times and subject to such terms and conditions as shall be
     determined by the Committee; provided, however, that no Stock Appreciation
     Rights shall be exercisable later than ten years after the date it is
     granted. All Stock Appreciation Rights shall terminate at such earlier
     times and upon such conditions or circumstances as the Committee shall in
     its discretion set forth in such right at the date of grant.

     (c) The exercise of any Stock Appreciation Right after termination of
     employment of a participant with the Company, a subsidiary of the Company
     or with any company providing consulting services to the Company shall be
     subject to the same terms and conditions as set forth in Section 6(e)
     above.

8. Stock Awards. The Committee may, in its discretion, grant Stock Awards (which
may include mandatory payment of bonus incentive compensation in stock)
consisting of Common Stock issued or transferred to participants with or without
other payments therefor. Stock Awards may be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitation, restrictions on the sale or other disposition of such shares, the
right of the Company to reacquire such shares for no consideration upon
termination of the participant's employment, and may constitute

                                       6

<PAGE>

Performance-Based Awards, as described in Section 11 hereof. The Committee may
require the participant to deliver a duly signed stock power, endorsed in blank,
relating to the Common Stock covered by such an Award. The Committee may also
require that the stock certificates evidencing such shares be held in custody or
bear restrictive legends until the restrictions thereon shall have lapsed. The
Stock Award shall specify whether the participant shall have, with respect to
the shares of Common Stock subject to a Stock Award, all of the rights of a
holder of shares of Common Stock of the Company, including the right to receive
dividends and to vote the shares.

9. Performance Awards.

     (a) Performance Awards may be granted to participants at any time and from
     time to time, as shall be determined by the Committee. Performance Awards
     may constitute Performance-Based Awards, as described in Section 11 hereof.
     The Committee shall have complete discretion in determining the number,
     amount and timing of awards granted to each participant. Such Performance
     Awards may be in the form of shares of Common Stock or Stock Units.
     Performance Awards may be awarded as short-term or long-term incentives.
     Performance targets may be based upon, without limitation, Company-wide,
     divisional and/or individual performance.

     (b) With respect to those Performance Awards that are not intended to
     constitute Performance-Based Awards, the Committee shall have the authority
     at any time to make adjustments to performance targets for any outstanding
     Performance Awards which the Committee deems necessary or desirable unless
     at the time of establishment of such targets the Committee shall have
     precluded its authority to make such adjustments.

     (c) Payment of earned Performance Awards shall be made in accordance with
     terms and conditions prescribed or authorized by the Committee. The
     participant may elect to defer, or the Committee may require or permit the
     deferral of, the receipt of Performance Awards upon such terms as the
     Committee deems appropriate.

10. Stock Units.

     (a) The Committee may, in its discretion, grant Stock Units to participants
     hereunder. The Committee shall determine the criteria for the vesting of
     Stock Units. Stock Units may constitute Performance-Based Awards, as
     described in Section 11 hereof. A Stock Unit granted by the Committee shall
     provide payment in shares of Common Stock at such time as the award
     agreement shall specify. Shares of Common Stock issued pursuant to this
     Section 10 may be issued with or without other payments therefor as may be
     required by applicable law or such other consideration as may be determined
     by the Committee. The Committee shall determine whether a participant
     granted a Stock Unit shall be entitled to a Dividend Equivalent Right (as
     defined below).

     (b) Upon vesting of a Stock Unit, unless the Committee has determined to
     defer payment with respect to such unit or a participant has elected to
     defer payment under subsection (c) below, shares of Common Stock
     representing the Stock Units shall be distributed to the participant unless
     the Committee provides for the payment of the Stock Units in cash or partly
     in cash and partly in shares of Common Stock equal to the value of the
     shares of Common Stock which would otherwise be distributed to the
     participant.

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<PAGE>

     (c) Prior to the year with respect to which a Stock Unit may vest, the
     participant may elect not to receive a distribution upon the vesting of
     such Stock Unit and for the Company to continue to maintain the Stock Unit
     on its books of account. In such event, the value of a Stock Unit shall be
     payable in shares of Common Stock pursuant to the agreement of deferral.

     (d) A "Stock Unit" means a notional account representing one share of
     Common Stock. A "Dividend Equivalent Right" means the right to receive the
     amount of any dividend paid on the share of Common Stock underlying a Stock
     Unit, which shall be payable in cash or in the form of additional Stock
     Units.

11. Performance-Based Awards. Certain Benefits granted under the Plan may be
granted in a manner such that the Benefits qualify for the performance-based
compensation exemption of Section 162(m) of the Code ("Performance-Based
Awards"). As determined by the Committee in its sole discretion, either the
granting or vesting of such Performance-Based Awards shall be based on
achievement of hurdle rates and/or growth rates in one or more business criteria
that apply to the individual participant, one or more business units or the
Company as a whole. The business criteria shall be as follows, individually or
in combination: (i) net earnings; (ii) earnings per share; (iii) net sales
growth; (iv) market share; (v) net operating profit; (vi) expense targets; (vii)
working capital targets relating to inventory and/or accounts receivable; (viii)
operating margin; (ix) return on equity; (x) return on assets; (xi) planning
accuracy (as measured by comparing planned results to actual results); (xii)
market price per share; and (xiii) total return to stockholders. In addition,
Performance-Based Awards may include comparisons to the performance of other
companies, such performance to be measured by one or more of the foregoing
business criteria. With respect to Performance-Based Awards, (i) the Committee
shall establish in writing (x) the performance goals applicable to a given
period, and such performance goals shall state, in terms of an objective formula
or standard, the method for computing the amount of compensation payable to the
participant if such performance goals are obtained and (y) the individual
employees or class of employees to which such performance goals apply no later
than 90 days after the commencement of such period (but in no event after 25% of
such period has elapsed) and (ii) no Performance-Based Awards shall be payable
to or vest with respect to, as the case may be, any participant for a given
period until the Committee certifies in writing that the objective performance
goals (and any other material terms) applicable to such period have been
satisfied. With respect to any Benefits intended to qualify as Performance-Based
Awards, after establishment of a performance goal, the Committee shall not
revise such performance goal or increase the amount of compensation payable
thereunder (as determined in accordance with Section 162(m) of the Code) upon
the attainment of such performance goal. Notwithstanding the preceding sentence,
the Committee may reduce or eliminate Benefits payable upon the attainment of
such performance goal.

12. Stock Option Grants to Director Participants. Subject to the terms and
conditions of Sections 12 through 16 hereof, commencing with the Annual Meeting
of Stockholders of the Company to be held in the year 2003, each current
Director Participant of the Company shall automatically be granted a
Nonqualified Stock Option to purchase 60,000 shares of Common Stock (less the
number of shares, if any, automatically granted to such Director Participant
upon election to the Board of Directors under the Company's 2000 Share Incentive
Plan or any other similar plan) each year that such director is elected to the
Board of Directors. Future Director Participants shall automatically be granted
Nonqualified Stock Options to purchase 60,000 shares of Common Stock (less the
number of shares, if any, automatically granted to such Director Participant

                                       8

<PAGE>

upon election to the Board of Directors under the Company's 2000 Share Incentive
Plan or any other similar plan) upon their initial election to the Board of
Directors and at the time of each subsequent annual meeting of the Company's
stockholders at which such director is elected to the Board of Directors. The
purchase price of the shares of Common Stock covered by the Nonqualified Stock
Options granted pursuant to this Section 12 shall be the Fair Market Value of
such shares of Common Stock on the date of grant.

13. Director Participant's Exercise of Stock Options. A Nonqualified Stock
Option granted to any Director Participant of the Company shall not be
exercisable for the twelve-month period immediately following the grant of such
Nonqualified Stock Option. Thereafter, the Nonqualified Stock Option shall be
exercisable for the period ending five years from the date of grant of such
Nonqualified Stock Option, except to the extent such exercise is further limited
or restricted pursuant to the provisions hereof.

14. Director Participant's Termination. If a Director Participant's service as a
director of the Company terminates, any Nonqualified Stock Option previously
granted to such Director Participant shall, to the extent not theretofore
exercised, terminate and become null and void; provided, however, that:

     (a) if a Director Participant holding an outstanding Nonqualified Stock
     Option dies, such Nonqualified Stock Option shall, to the extent not
     theretofore exercised, remain exercisable for two (2) years after such
     Director Participant's death, by such Director Participant's legatee,
     distributee, guardian or legal or personal representative; and

     (b) if the service of a Director Participant to whom such Nonqualified
     Stock Option shall have been granted shall terminate by reason of (i) such
     Director Participant's disability (as described in Section 22(e)(3) of the
     Code), (ii) voluntary retirement from service as a director of the Company,
     or (iii) failure of the Company to retain or nominate for re-election such
     Director Participant who is otherwise eligible, unless due to any act of
     (A) fraud or intentional misrepresentation, or (B) embezzlement,
     misappropriation or conversion of assets or opportunities of the Company or
     any direct or indirect subsidiary of the Company, while such Director
     Participant is entitled to exercise such Nonqualified Stock Option as
     herein provided, such Director Participant shall have the right to exercise
     such Nonqualified Stock Option so granted in respect of any or all of such
     number of shares of Common Stock subject to such Nonqualified Stock Option
     at any time up to and including (X) three (3) months after the date of such
     termination of service in the case of termination by reason of voluntary
     retirement or failure of the Company to retain or nominate for re-election
     such Director Participant who is otherwise eligible, unless due to any act
     of (1) fraud or intentional misrepresentation, or (2) embezzlement,
     misappropriation or conversion of assets or opportunities of the Company or
     any direct or indirect subsidiary of the Company, and (Y) two (2) years
     after the date of termination of service in the case of termination by
     reason of disability; and

     (c) if the Director Participant shall die during either the three (3) month
     or two (2) year period, which ever is applicable, specified in clause (b)
     above and at a time when such Director Participant was entitled to exercise
     a Nonqualified Stock Option as herein provided, the legal representative of
     such Director Participant, or such person who acquired such Nonqualified
     Stock Option by bequest or inheritance or by reason of the death of the
     Director Participant may, not later than two (2) years from the date of
     death, exercise such Nonqualified Stock Option, to the extent not
     theretofore exercised, in respect of any or all of such number of Shares
     subject to such Nonqualified Stock Option.

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<PAGE>

     In no event, however, shall a Director Participant be entitled to exercise
any Stock Option after the expiration of the period of exercisability of such
Stock Option, as specified therein.

15. Amendment of Director Participant Provisions. Sections 12 through 15 of the
Plan shall not be amended more than one time in any six month period, other than
to comport with changes in the Code, the Employee Retirement Income Security Act
of 1974, as amended, or the rules promulgated thereunder.

16. Securities Laws. The Committee shall have the power to make each grant under
the Plan subject to such conditions as it deems necessary or appropriate to
comply with the then-existing requirements of the Securities Act of 1933, as
amended, or the Exchange Act, including Rule 16b-3 (or any similar rule) of the
Securities and Exchange Commission. Notwithstanding any provision in the Plan or
an option document to the contrary, if the Committee determines, in its sole
discretion, that issuance of Shares pursuant to the exercise of a Stock Option
should be delayed pending registration or qualification under federal or state
securities laws or the receipt of a legal opinion that an appropriate exemption
from the application of federal or state securities laws is available, the
Committee may defer exercise of any Stock Option until such Shares are
appropriately registered or qualified or an appropriate legal opinion has been
received, as applicable.

17. Foreign Laws. The Committee may grant Benefits to individual participants
who are subject to the tax laws of nations other than the United States, which
Benefits may have terms and conditions as determined by the Committee as
necessary to comply with applicable foreign laws. The Committee may take any
action which it deems advisable to obtain approval of such Benefits by the
appropriate foreign governmental entity; provided, however, that no such
Benefits may be granted pursuant to this Section 17 and no action may be taken
which would result in a violation of the Exchange Act, the Code or any other
applicable law.

18. Adjustment Provisions; Change in Control.

     (a) If there shall be any change in the Common Stock of the Company or the
     capitalization of the Company through merger, consolidation,
     reorganization, recapitalization, stock dividend, stock split, reverse
     stock split, split up, spin-off, combination of shares, exchange of shares,
     dividend in kind or other like change in capital structure or distribution
     (other than normal cash dividends) to stockholders of the Company in order
     to prevent dilution or enlargement of participants' rights under the Plan,
     the Committee, in its sole discretion, shall adjust, in an equitable
     manner, as applicable, the number and kind of shares that may be issued
     under the Plan, the number and kind of shares subject to outstanding
     Benefits, the exercise price applicable to outstanding Benefits, and the
     Fair Market Value of the Common Stock and other value determinations
     applicable to outstanding Benefits; provided, however, that any such
     arithmetic adjustment to a Performance-Based Award shall not cause the
     amount of compensation payable thereunder to be increased from what
     otherwise would have been due upon attainment of the unadjusted award.
     Appropriate adjustments may also be made by the Committee in the terms of
     any Benefits under the Plan to reflect such changes or distributions and to
     modify any other terms of outstanding Benefits on an equitable basis,
     including modifications of performance targets and changes in the length of
     performance periods; provided, however, that any such arithmetic adjustment
     to a Performance-Based Award shall not cause the amount of compensation

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     payable thereunder to be increased from what otherwise would have been due
     upon attainment of the unadjusted award. In addition, other than with
     respect to Stock Options, Stock Appreciation Rights, and other awards
     intended to constitute Performance-Based Awards, the Committee is
     authorized to make adjustments to the terms and conditions of, and the
     criteria included in, Benefits in recognition of unusual or nonrecurring
     events affecting the Company or the financial statements of the Company, or
     in response to changes in applicable laws, regulations, or accounting
     principles. Notwithstanding the foregoing, (i) each such adjustment with
     respect to an Incentive Stock Option shall comply with the rules of Section
     424(a) of the Code, and (ii) in no event shall any adjustment be made which
     would render any Incentive Stock Option granted hereunder other than an
     incentive stock option for purposes of Section 422 of the Code. The
     determination of the Committee as to the foregoing adjustments, if any,
     shall be conclusive and binding on participants under the Plan.

     (b) Notwithstanding any other provision of this Plan, if there is a Change
     in Control of the Company, all then outstanding Stock Options and Stock
     Appreciation Rights shall immediately vest and become exercisable. For
     purposes of this Section 18(b), a "Change in Control" of the Company shall
     be deemed to have occurred upon any of the following events:

         (i) a change in control of the Company that would be required to be
         reported in response to Item 6(e) of Schedule 14A of Regulation 14A
         promulgated under the Exchange Act; or

         (ii) during any period of two (2) consecutive years, the individuals
         who at the beginning of such period constitute the Company's Board of
         Directors or any individuals who would be "Continuing Directors" (as
         hereinafter defined) cease for any reason to constitute at least a
         majority of the Board of Directors; or

         (iii) the Company's Common Stock shall cease to be publicly traded
         after initially being publicly traded; or

         (iv) the Company's Board of Directors shall approve a sale of all or
         substantially all of the assets of the Company, and such transaction
         shall have been consummated; or

         (v) the Company's Board of Directors shall approve any merger,
         consolidation, or like business combination or reorganization of the
         Company, the consummation of which would result in the occurrence of
         any event described in Section 18(b)(i) above, and such transaction
         shall have been consummated.

     For purposes of this Section 18(b), "Continuing Directors" shall mean (x)
the directors of the Company in office on the Effective Date (as defined below)
and (y) any successor to any such director and any additional director who after
the Effective Date was nominated or selected by a majority of the Continuing
Directors (or the Nominating Committee of the Board of Directors of the Company)
in office at the time of his or her nomination or selection.

     The Committee, in its discretion, may determine that, upon the occurrence
of a Change in Control of the Company or the other events specified in Section
18(a), each Stock Option and Stock Appreciation Right outstanding hereunder
shall terminate within a specified number of days after notice to the holder,
and such holder shall receive, with respect to each share of Common Stock
subject to such Stock Option or Stock Appreciation Right, an amount equal to the

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excess of the Fair Market Value of such shares of Common Stock immediately prior
to the occurrence of such Change in Control over the exercise price per share of
such Stock Option or Stock Appreciation Right; such amount to be payable in
cash, in one or more kinds of property (including the property, if any, payable
in the transaction) or in a combination thereof, as the Committee, in its
discretion, shall determine. The provisions contained in the preceding sentence
shall be inapplicable to a Stock Option or Stock Appreciation Right granted
within six (6) months before the occurrence of a Change in Control if the holder
of such Stock Option or Stock Appreciation Right is subject to the reporting
requirements of Section 16(a) of the Exchange Act and no exception from
liability under Section 16(b) of the Exchange Act is otherwise available to such
holder.

     19. Nontransferability. Each Benefit granted under the Plan to a
participant shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the participant's
lifetime, only by the participant. In the event of the death of a participant,
each Stock Option or Stock Appreciation Right theretofore granted to him or her
shall be exercisable during such period after his or her death as the Committee
shall in its discretion set forth in such option or right at the date of grant
and then only by the executor or administrator of the estate of the deceased
participant or the person or persons to whom the deceased participant's rights
under the Stock Option or Stock Appreciation Right shall pass by will or the
laws of descent and distribution. Notwithstanding the foregoing, at the
discretion of the Committee, an award of a Benefit, other than an Incentive
Stock Option, to any director, officer or employee of the Company with at least
15 years of service may permit the transferability of a Benefit by such
participant solely to the participant's spouse, siblings, parents, children and
grandchildren or trusts for the benefit of such persons or partnerships,
corporations, limited liability companies or other entities owned solely by such
persons, including trusts for such persons, subject to any restriction included
in the award of the Benefit.

     20. Other Provisions. The award of any Benefit under the Plan may also be
subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines appropriate,
including, without limitation, for the installment purchase of Common Stock
under Stock Options, for the installment exercise of Stock Appreciation Rights,
to assist the participant in financing the acquisition of Common Stock, for the
forfeiture of, or restrictions on resale or other disposition of, Common Stock
acquired under any form of Benefit, for the acceleration of exercisability or
vesting of Benefits in the event of a change in control of the Company, for the
payment of the value of Benefits to participants in the event of a change in
control of the Company, or understandings or conditions as to the participant's
employment in addition to those specifically provided for under the Plan. In
addition, the Committee shall have the right to accelerate, in whole or in part,
from time to time, conditionally or unconditionally, rights to exercise any
Stock Option granted hereunder. The Committee shall have full discretion to
interpret and administer the Plan.

     21. Fair Market Value. For purposes of this Plan and any Benefits awarded
hereunder, Fair Market Value shall be (i) the closing price of the Company's
Common Stock on the date of calculation (or on the last preceding trading date
if Common Stock was not traded on such date) if the Company's Common Stock is
readily tradeable on a national securities exchange or other market system, (ii)
if the Company's Common Stock is not readily tradeable, Fair Market Value shall
mean the amount determined in good faith by the Committee as the fair market
value of the Common Stock of the Company and (iii) in connection with a Change
in Control of the Company or an event specified in Section 18(a), the value of
the consideration paid to stockholders in connection with such Change in Control
or event or if no consideration is paid in respect thereof, the amount
determined pursuant to clause (i) or (ii), above.

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     22. Withholding. All payments or distributions of Benefits made pursuant to
the Plan shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements. If the Company
proposes or is required to distribute Common Stock pursuant to the Plan, it may
require the recipient to remit to it or to the corporation that employs such
recipient an amount sufficient to satisfy such tax withholding requirements
prior to the delivery of any certificates for such Common Stock. In lieu
thereof, the Company or the employing corporation shall have the right to
withhold the amount of such taxes from any other sums due or to become due from
such corporation to the recipient as the Committee shall prescribe. The
Committee may, in its discretion and subject to such rules as it may adopt
(including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit an optionee or award or right holder to pay all
or a portion of the federal, state and local withholding taxes arising in
connection with any Benefit consisting of shares of Common Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value
equal to the amount of tax to be withheld, such tax calculated at rates required
by statute or regulation.

     23. Tenure. A participant's right, if any, to continue to serve the Company
or any of its subsidiaries or affiliates as an officer, employee, or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan.

     24. Unfunded Plan. Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.

     25. No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Benefit. The Committee shall
determine whether cash, or Benefits, or other property shall be issued or paid
in lieu of fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

     26. Duration, Amendment and Termination. No Benefit shall be granted more
than ten years after the Effective Date. The Committee may amend the Plan from
time to time or suspend or terminate the Plan at any time. Nevertheless, if the
Plan has been previously approved by the Company's stockholders, the Committee
may not, without obtaining approval within twelve months before or after such
action by such vote of the Company's stockholders as may be required, amend the
Plan if such amendment would: (i) disqualify any Incentive Stock Options granted
under the Plan; (ii) increase the aggregate number of shares of Common Stock
that may be delivered through Stock Options under the Plan; (iii) increase
either of the maximum amounts which can be paid to an individual participant
under the Plan as set forth in Section 5 hereof; (iv) change the types of
business criteria on which Performance-Based Awards are to be based under the
Plan; or (v) modify the requirements as to eligibility for participation in the
Plan. The Committee may amend the terms of any Benefit theretofore granted,

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prospectively or retroactively, but no such amendment shall impair the rights of
any participant without his consent. In its sole discretion, the Committee may
reduce the exercise price for any or all outstanding Stock Options or Stock
Appreciation Rights, by repricing or replacing or offering to replace such
Benefits, at any time and on any basis it believes is appropriate and consistent
with the Plan's purposes.

     27. Governing Law. This Plan, Benefits granted hereunder and actions taken
in connection herewith shall be governed and construed in accordance with the
laws of the State of Delaware (regardless of the law that might otherwise govern
under applicable Delaware principles of conflict of laws).

     28. Effective Date.

     (a)  The Plan shall be effective as of April 21,2003, the date on which the
          Plan was adopted by the Board of Directors (the "Effective Date").

     (b)  This Plan shall terminate on April 21,2013 (unless sooner terminated
          by the Committee).



</TEXT>
</DOCUMENT>
