1987 Employee Stock Purchase Plan - Storage Technology Corp.


                         STORAGE TECHNOLOGY CORPORATION
                              AMENDED AND RESTATED
                        1987 EMPLOYEE STOCK PURCHASE PLAN

                           Amended as of May 24, 2001


1.       Recitals. On February 2, 1982, Storage Technology Corporation, a
         Delaware corporation (together with its Subsidiary Corporations,
         hereinafter referred to, unless the context otherwise requires, as the
         "Company"), established the Storage Technology Corporation 1982
         Employee Stock Purchase Plan. Such plan was subsequently amended and
         restated by the Board of Directors (the "Board") on June 15, 1987 and
         renamed the Storage Technology Corporation 1987 Employee Stock Purchase
         Plan. Under the provisions of Paragraph 19, the Company reserved the
         power, through its Board of Directors, to amend the plan from time to
         time, subject in certain instances to approval of the Company's
         stockholders. Pursuant to that power, the plan was amended and restated
         in its entirety on December 14, 1995 and was approved by the
         stockholders of the Company on May 30, 1996. The plan was further
         amended on September 23, 1997 and December 19, 1997, and these
         amendments were approved by the stockholders of the Company on May 21,
         1998. The plan was further amended on September 16, 1999. Stockholder
         approval was not required for the September 16, 1999 amendments. The
         plan was further amended on March 8, 2001, effective on May 24, 2001,
         the date the stockholders approved the amendment. The Storage
         Technology Corporation 1987 Employee Stock Purchase Plan, as amended
         and restated through May 24, 2001, is referred to as the "1987 Plan" or
         the "Plan".

2.       Purposes. The 1987 Plan is intended to provide a method whereby
         employees of the Company will have an opportunity to acquire a
         proprietary interest in the Company through the purchase of shares of
         the $.10 par value voting Common Stockof the Company (the "Common
         Stock"). It is the intention of the Company to have the Plan qualify as
         an "employee stock purchase plan" under Section 423 of the Internal
         Revenue Code of 1986, as amended from time to time (the "Code"). The
         provisions of the Plan shall, accordingly, be construed so as to extend
         and limit participation in a manner consistent with the requirements of
         that section of the Code.

3.       Definitions.

         a. "Account" means an Employee's interest in the Segregated Account
            based on the contributions made thereto and the interest earned
            thereon.

         b. "Base Pay" means, at the Employee's election, either: (i) an
            Employee's rate of base salary (before deduction for contributions

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            to plans maintained pursuant to Sections 401(k) and 125 of the Code)
            in effect during the Offering Period, but EXCLUDING payments for
            overtime, shift premium, incentive compensation, bonuses, and other
            similar payments; or (ii) Employee's rate of base salary (before
            deduction for contributions to plans maintained pursuant to Sections
            401(k) and 125 of the Code) in effect during the Offering Period,
            EXCLUDING payments for overtime, shift premium, incentive
            compensation, bonuses, and other similar payments, but INCLUDING all
            payments for bonuses, incentive compensation and various forms of
            commissions. Base Pay shall also include payments for short-term
            disability.

         c. "Committee" means the Compensation Committee of the Company's Board
            of Directors or such other committee as is designated by the Board
            of Directors to administer the Plan.

         d. "Employee" means any person who is a Regular Employee (per 
            CP-3-3-14) customarily employed for more than 20 hours per week and
            more than five months in a calendar year by Storage Technology
            Corporation or any Subsidiary Corporation.

         e. "Offering Commencement Date" shall mean January 1, 1991 and each
            following November 1 and May 1 thereafter, unless otherwise
            specified by the Committee.

         f. "Offering Periods" shall mean the period commencing January 1, 1991
            and ending October 31, 1991 and thereafter the periods commencing
            each November 1 and May 1 and ending on the next following April 30
            and October 31, respectively. The duration of Offering Periods may
            be changed pursuant to Paragraphs 5 and 21 of this Plan.

         g. "Offering Termination Date" shall mean October 31, 1991 and each
            following April 30 and October 31 thereafter, unless otherwise
            specified by the Committee.

         h. "Segregated Accounts" shall mean the depository accounts established
            by the Company and by Subsidiary Corporations for collection of
            Employee contributions to the Plan.

         i. "Subsidiary Corporation" shall mean any present or future
            corporation which (i) would be a subsidiary corporation with respect
            to the Company as that term is defined in Section 425 of the Code,
            and (ii) is designated as a participant in the Plan by the Committee
            described in Paragraph 14.

4.       Eligibility

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         a. Participation in the Plan is completely voluntary. An Employee will
            be eligible to become a participant in each Offering Period if
            employed by the Company on or before 15 days prior to the applicable
            Offering Commencement Date.

         b. Any provision of the Plan to the contrary notwithstanding, no
            Employee shall be granted an option under the Plan:

            i.   if, immediately after the grant, such Employee would own stock,
                 and/or hold outstanding options to purchase stock, possessing
                 5% or more of the total combined voting power or value of all
                 classes of stock of the Company or of any Subsidiary
                 Corporation (for purposes of this Paragraph the rules of
                 Section 425(d) of the Code shall apply in determining stock
                 ownership of any Employee); or

            ii.  if such option would permit his or her rights to purchase stock
                 under all employee stock purchase plans of the Company and its
                 Subsidiary Corporations to accrue at a rate that exceeds
                 $25,000 of the fair market value of the stock (determined at
                 the time each option is granted) for each calendar year in
                 which such option is outstanding; or

            iii. for shares in excess of 25,000 in respect of any Offering
                 Period, provided that this limitation is subject to increase or
                 decrease by the Committee prior to the commencement of any
                 Offering Period in respect of such Offering Period.

5.       Plan Offerings.

         a. The Plan is authorized to issue a total of 15,200,000 shares of
            Common Stock.

         b. The Plan will be implemented by consecutive Offering Periods, with a
            new Offering Period commencing on each Offering Commencement Date
            and ending on the next Offering Termination Date, or on such other
            dates as the Committee shall determine prior to the commencement of
            the relevant Offering Period, and continuing until terminated in
            accordance with Paragraph 19 hereof. The Committee shall have the
            power to change the duration of Offering Periods (including the
            commencement and termination dates thereof) with respect to future
            offerings without stockholder approval if such change is announced
            at least five (5) days prior to the scheduled beginning of the first
            Offering Period to be affected.

         c. The Committee may determine in its sole discretion from time to time
            to fix a maximum number of shares of Common Stock of the Company,
            including any unsold balances from earlier Offering Periods (subject

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            to adjustment upon changes in the capitalization of the Company in
            accordance with Paragraph 18 hereof) that shall be issued during any
            one Offering Period. If the Committee fixes a maximum number of
            shares per Offering Period, the maximum number of shares to be
            issued in respect of any Offering Period may from time to time be
            increased or decreased by the Committee prior to the commencement of
            the affected Offering Period within the limits of the total shares
            then available under the Plan.

         d. Participation in any Offering Period under the Plan shall neither
            limit, nor require, participation in any other Offering Period
            (except as set forth in paragraphs 4(b)(i) and 4(b)(ii) hereof).

6.       Participation.

         a. An eligible Employee may become a participant by enrolling and
            authorizing payroll deductions on an Interactive Voice Response
            system ("IVR") in such manner as is prescribed by the Company or, if
            such Employee does not have access to IVR, by completing an
            authorization for payroll deduction on the form provided by the
            Company and filing it with the department designated by the Company
            or the designated country coordinator by the deadline established by
            the Company, which must precede the first day of the Offering Period
            for which the participant enrolls.

         b. Payroll deductions for a participant shall commence on the
            applicable Offering Commencement Date when an authorization for a
            payroll deduction becomes effective and shall end on the Offering
            Termination Date of the Offering Period to which such authorization
            is applicable unless sooner terminated by the participant as
            provided in Paragraph 11.

7.       Payroll Deductions.

         a. At the time a participant enrolls and authorizes payroll deductions,
            the participant shall elect to have deductions made from his or her
            Base Pay and deposited in a Segregated Account during the time the
            Employee is a participant in an Offering Period. Deductions can be
            made at the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9, or 10% of Base Pay.

         b. All payroll deductions made for a participant shall be transferred
            to a Segregated Account as soon as practicable. For administrative
            convenience, the Company may offset amounts advanced by the Company
            to pay participant withdrawals pursuant to Paragraph 11 against
            amounts of payroll deductions otherwise payable into the Segregated
            Account. A participant may not make any separate cash payments into
            the Segregated Account. The Company shall maintain appropriate

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            accounting records to reflect at all times the interest and total
            deductions of all participants in the Segregated Account.

         c. A participant may discontinue participation in the Plan as provided
            in Paragraph 11, but no other change can be made during an Offering
            Period and, specifically, a participant may not alter the rate of
            payroll deductions for that Offering Period.

8.       Terms and Conditions of Options.

         a. On the applicable Offering Commencement Date, when a participant's
            authorization for a payroll deduction becomes effective, the
            participant shall be deemed to have been granted an option to
            purchase a maximum number of shares of Common Stock, subject to the
            limitations pursuant to Paragraph 4(b) above, equal to the lesser
            of: (a) the Option Price (as defined below) divided into the
            Employee's total deductions under the Plan in respect of the
            Offering Period or (b) the Employee's pro-rata share of all shares
            available for issuance under the Plan for that Offering Period,
            determined pursuant to Paragraph 13, below.

         b. The option price per share (hereinafter "Option Price") of Common
            Stock purchased with payroll deductions made during each Offering
            Period shall be the lesser of:

            i.  85% of the closing price per share of the Common Stock as quoted
                in The Wall Street Journal for the applicable Offering
                Commencement Date (or on the next business date on which shares
                of the Common Stock shall be traded on the New York Stock
                Exchange in the event that no shares of the Common Stock shall
                have been traded on the Offering Commencement Date); or

            ii. 85% of the closing price per share of the Common Stock as quoted
                in The Wall Street Journal for the applicable Offering
                Termination Date (or for the next preceding business date on
                which shares of the Common Stock shall be traded on the New York
                Stock Exchange in the event that no shares of the Common Stock
                shall have been traded on the Offering Termination Date).

         c. The Committee may determine in its sole discretion from time to time
            to issue fractional shares under the Plan. If the Committee
            determines not to issue fractional shares, any accumulated payroll
            deductions that would have been used to purchase fractional shares
            shall be (i) automatically credited to each participant's Account
            and applied towards his or her option to purchase shares in the next
            successive Offering Period, or (ii) returned to each participant
            promptly following the termination of the Offering Period, as may be

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            determined by the Committee. Any accumulated payroll deductions that
            are in excess of the limitations of Paragraph 8(a), together with
            any net income of the Segregated Account allocable to each
            participant, and the amount referenced in item (ii) above, shall be
            returned to each participant promptly following the termination of
            an Offering Period.

9.       Exercise of Option. Unless a participant withdraws in accordance with
         Paragraph 11, his or her option to purchase Common Stock with payroll
         deductions made during any Offering Period will be deemed to have been
         exercised automatically on the applicable Offering Termination Date,
         for the purchase of the number of full shares of Common Stock that the
         accumulated payroll deductions will purchase at the applicable Option
         Price (but not in excess of the number of shares for which options have
         been granted to the participant pursuant to Paragraph 8(a)), and any
         excess in his or her Account at that time will be returned to the
         participant, together with any net income of the Segregated Account
         allocable to his or her Account, as provided in Paragraph 13.

10.      Delivery. As promptly as practicable after the Offering Termination
         Date of each Offering Period, the Company will deliver to a broker
         designated by the Committee to hold shares for the benefit of the
         participants the shares of Common Stock purchased upon the exercise of
         the participant's option. As may be determined by the Committee in its
         sole discretion from time to time, such shares shall be delivered by
         physical certificates or by means of a book entry system. A participant
         may instruct any such designated broker to sell shares purchased upon
         exercise of the participant's option at any time, subject to applicable
         securities laws; provided, that the Committee (i) may restrict a
         participant's right to transfer shares to another brokerage,
         institution, or any other person (including the participant) during the
         initial 24 months following the Offering Commencement Date in which the
         shares were purchased, and (ii) may determine that, for purposes of
         Section 423(b)(8)(B) of the Internal Revenue Code, the shares were sold
         if a participant transfers shares to another brokerage or financial
         institution, or any other person (including the participant) during the
         initial 24 months following the Offering Commencement Date in which
         shares were purchased.

11.      Withdrawal and Termination.

         a. Prior to the 15th day of the month before the applicable Offering
            Termination Date, any participant may withdraw payroll deductions
            and net earnings thereon credited to the participant by following
            the procedures specified by the Company for effecting a withdrawal
            on the IVR system or, if the participant does not have access to
            IVR, by giving written notice of withdrawal to the department
            designated by the Company or the designated country coordinator. As
            promptly as practical after the participant's withdrawal, the
            payment to the participant of all the participant's payroll

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            deductions credited to his or her account, together with any net
            earnings of the Segregated Account allocable to the participant's
            Account shall be made. No further payroll deductions for such
            participant will be made during such Offering Period. The Company
            may, for administrative convenience, elect to pay to participants
            (or beneficiaries) the amount of any withdrawals and earnings
            thereon and may then offset the amount of any such payments against
            payroll deductions otherwise payable to the Segregated Account. The
            Company may, at its option, treat any attempt to borrow by a
            participant on the security of the accumulated payroll deductions
            allocated to the participant's Account as an election under this
            Paragraph 11(a) to withdraw such amounts from the Segregated
            Account.

         b. A participant's withdrawal from any Offering Period will not have
            any effect upon eligibility to participate in any subsequent
            Offering Period or in any similar plan that may hereafter be adopted
            by the Company.

         c. Upon termination of the participant's employment with the Company
            for any reason (including retirement but excluding death or, in
            certain cases, disability while in the employ of the Company) on or
            prior to the last day of the last full payroll period immediately
            preceding an Offering Termination Date, the payroll deductions
            credited to the participant, together with any net earnings of the
            Segregated Account allocable to his or her Account, will be returned
            to the participant, or, in the case of a participant's death
            subsequent to the termination of employment, to the person or
            persons entitled thereto under Paragraph 15. For purposes of the
            Plan, a participant shall be considered disabled if the Company
            determines that the participant is unable to perform the usual and
            customary requirements of his or her job with the Company and will
            be unable to do so for at least six months; provided, however, that
            such determination is subject to review by the Committee at its
            discretion.

         d. Upon termination of the participant's employment because of death or
            disability prior to the Offering Termination Date, the participant
            or the participant's beneficiary (as defined in Paragraph 15) shall
            have the right to elect, by written notice given to the Company's
            General Counsel prior to the expiration of the period of 90 days
            commencing on the date of death or disability of the participant,
            and prior to the Offering Termination Date, either

            i.  to withdraw all of the payroll deductions credited to the
                participant, together with any net earnings of the Segregated
                Account allocable to his or her Account, or

            ii. to exercise the participant's option to purchase of Common Stock
                for the then current Offering Period on the Offering Termination
                Date for the purchase of the number of full shares of Common

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                Stock that the amount allocated to the participant's Account at
                the date of the participant's death or disability will purchase
                at the applicable Option Price, and any excess credited to such
                Account will be returned to said participant or his or her
                beneficiary.  In the event that no such written notice of
                election shall be duly received by the office of the Company's
                General Counsel within the required time period, the participant
                or beneficiary shall automatically be deemed to have elected to
                withdraw the payroll deductions credited to the participant,
                together with the net earnings of the Segregated Account
                allocable to his or her Account at the date of the participant's
                death or disability, and the same will be paid promptly to said
                participant or beneficiary. Notwithstanding the foregoing, if a
                participant's employment with the Company and any Subsidiary
                Corporation terminates because of disability more than three
                months prior to the Offering Termination Date, the provisions
                of this Paragraph 11(d) shall not apply and the provisions of
                Paragraph 11(c) shall apply to such participant.

12.      Income and Accounting.

         a. Separate accounts shall not be established by the Company for
            Employees who participate in the Plan. The Employee's payroll
            deductions shall be transferred to the Segregated Account as soon
            as practical after each pay period and credited to the participant.

         b. Each participant shall share proportionately in the income and
            expense of the Segregated Account and any net income shall be
            taxable to the participant, who shall be responsible for paying any
            income or other taxes applicable thereto.

13.      Stock.

         a. If the Committee, in its sole discretion, fixes a maximum number of
            shares that shall be made available for sale under the Plan during
            any Offering Period, such number of shares may be adjusted if less
            than the number of shares that may be specified by the Committee
            with respect to any Offering Period are purchased during any
            Offering Period. In such event, the number of shares not purchased
            in the Offering Period may be carried over and made available for
            sale under the Plan during any subsequent Offering Period. If the
            total number of shares subject to options that would otherwise be
            exercised on any Offering Termination Date in accordance with
            Paragraph 9 exceeds the maximum number of shares available for sale,
            subject to adjustment as aforesaid, the Company shall make a pro
            rata allocation of the shares available for delivery and
            distribution in as nearly a uniform manner as shall be practicable
            and as it shall determine to be equitable, and the balance of

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            payroll deductions credited to each participant, together with the
            net earnings of the Segregated Account allocable thereto, shall be
            returned to him or her as promptly as possible.

         b. A participant will have no interest in Common Stock covered by
            the participant's option until such option has been exercised.
            Participants in the Plan shall have no rights as stockholders with
            respect to any shares covered by the Plan until the date of issue of
            a stock certificate to him or her for such shares. Except as
            otherwise expressly provided in the Plan or in the corporate action
            relating to such event, no adjustment shall be made for dividends or
            other rights for which the record date is prior to the date such
            stock certificate is issued.

         c. Common Stock to be delivered to a participant under the Plan will be
            registered in the name of the participant.

         d. The Board of Directors may, in its discretion, require as conditions
            to the exercise of any option that the shares of Common Stock
            reserved for issuance upon the exercise of the option shall have
            been duly listed, upon official notice of issuance, upon the New
            York Stock Exchange, and that either

            i.  Registration Statement under the Securities Act of 1933, as
                amended, with respect to said shares shall have become
                effective, or

            ii. the participant shall have represented in form and substance
                satisfactory to the Company that it is the participant's
                intention to purchase for investment the shares being purchased
                under such option.

14.      Administration. The Plan shall be administered by the Committee. The
         interpretation and construction of any provision of the Plan or any
         Segregated Account agreement and the adoption of rules and regulations
         for administering the Plan shall be made by the Committee, subject,
         however, at all times to the final concurrence of the Board of
         Directors of the Company. Determinations made by the Committee and
         approved by the Board of Directors with respect to any matter or
         provision contained in the Plan shall be final, conclusive and binding
         upon the Company and upon all participants, their heirs or legal
         representatives. Any rules, regulations or interpretations adopted by
         the Committee shall remain in full force and effect unless and until
         altered, amended, or repealed by the Committee or the Board of
         Directors.

15.      Designation of Beneficiary. A participant may file with the Company,
         pursuant to rules adopted by the Committee, a written designation of a
         beneficiary who is to receive any Common Stock and/or cash pursuant to

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         the provisions of the Plan in the event of the participant's death.
         Such designation of beneficiary may be changed by the participant at
         any time by written notice. Upon the death of a participant and upon
         receipt by the Company of proof of the identity and existence at the
         participant's death of a beneficiary validly designated by him under
         the Plan, the Company shall deliver such Common Stock to such
         beneficiary and/or pay any cash in the participant's Account in the
         Segregated Account to the beneficiary, as may be required under the
         provisions of Paragraph 11(d). In the event of the death of a
         participant and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such participant's death,
         the Company shall cause such cash to be paid to the person or persons
         or the entity duly designated by the participant, as shown on the
         Company's records, as his or her beneficiary for the proceeds of
         Company paid life insurance. In the absence of such a beneficiary who
         is living at the time of the participant's death, the Company shall
         cause such cash to be paid to the executor or administrator of the
         estate of the participant, or if no such executor or administrator of
         the estate has been appointed (to the knowledge of the Company), the
         Company, in its discretion, may cause such cash to be paid to the
         spouse or to any one or more dependents of the participant as the
         Company may designate. No beneficiary shall, prior to the death of the
         participant by whom he or she has been designated, acquire any interest
         in the Common Stock or in amounts credited to the participant's
         Account.

16.      Transferability. Neither payroll deductions credited to a participant,
         nor earnings thereon, nor any rights with regard to the exercise of an
         option or to receive Common Stock under the Plan may be assigned,
         transferred, pledged, or otherwise disposed of in any way by the
         participant otherwise than by will or the laws of descent and
         distribution. Any such attempted assignment, transfer, pledge or other
         disposition shall be without effect, except that the Company may treat
         such act as an election to withdraw funds in accordance with Paragraph
         11.

17.      Ownership of ESPP Assets. All contributions paid into Segregated
         Accounts shall be the property of the respective participants in the
         Plan and the Company shall have no interest in such amounts while held
         in the Segregated Account.

18.      Effect of Changes in Capital Structure. If the outstanding shares of
         Common Stock are changed into or exchanged for a different number or
         kind of shares or other securities of the Company by reason of any
         recapitalization, reclassification, stock split, stock dividend,
         combination, or subdivision, or if the Company takes any other action
         of a similar nature affecting such Common Stock (excluding, however,
         any reorganization under the United States Bankruptcy Code), then the
         number and class of shares of Common Stock that may thereafter be
         optioned, or the rights assigned thereto (in the aggregate and to any
         participant), shall be adjusted accordingly and, in the case of each
         option outstanding at the time of any such action, the number and class
         of shares that may thereafter be purchased pursuant to such option and
         the Option Price shall be adjusted, in each case to such extent and in
         such manner, if at all, as may be determined by the Board upon the

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         recommendations of the Committee, with the approval of independent
         public accountants and counsel, to be necessary to preserve unimpaired
         the rights of the holder of such option.

19.      Amendment or Termination. The Board of Directors of the Company may at
         any time terminate or amend the Plan. No such termination can affect
         options previously granted, nor may an amendment make any change in any
         option theretofore granted without prior approval of the stockholders
         of the Company if such approval is required under the laws or
         regulations administered by the U.S. Treasury (including Section 423 of
         the Code), the Securities and Exchange Commission (including Rule
         16b-3), any other agency of the U.S. Government, or the New York Stock
         Exchange, or any other exchange or system on which the Company's stock
         is then registered or traded.

20.      Notices. All notices or other communications by a participant to the
         Company under or in connection with the Plan shall be deemed to have
         been duly given when received by the General Counsel of the Company.

21.      Dissolution, Merger or Asset Sale.

         a. Dissolution or Liquidation. In the event of the proposed dissolution
            or liquidation of the Company, the Offering Period shall terminate
            immediately prior to the consummation of such proposed action,
            unless otherwise provided by the Board.

         b. Merger or Asset Sale. In the event of a proposed sale of all or
            substantially all of the assets of the Company, or the merger of the
            Company with or into another corporation, each option under the Plan
            shall be assumed or an equivalent option shall be substituted by
            such successor corporation or a parent or subsidiary of such
            successor corporation, unless the Board determines, in the exercise
            of its sole discretion and in lieu of such assumption or
            substitution, to shorten the Offering Period then in progress by
            setting a new Offering Termination Date (the "New Offering
            Termination Date") or to cancel each outstanding right to purchase
            and refund all sums collected from participants during the Offering
            Period then in progress. If the Board shortens the Offering Period
            then in progress in lieu of assumption or substitution in the event
            of a merger or sale of assets, the Board shall notify each
            participant in writing, at least ten (10) business days prior to the
            New Termination Date, that the Offering Termination Date for the
            option held by the participant has been changed to the New Offering
            Termination Date and that such option shall be exercised
            automatically on the New Offering Termination Date, unless prior to
            such date the participant has withdrawn from the Offering Period as
            provided in Paragraph 10 hereof. For purposes of this paragraph, an
            option granted under the Plan shall be deemed to be assumed if,
            following the sale of assets or merger, the option confers the right

                                       11


            to purchase, for each share of option stock subject to the option
            immediately prior to the sale of assets or merger, the consideration
            (whether stock, cash or other securities or property) received in
            the sale of assets or merger by holders of Common Stock for each
            share of Common Stock held on the effective date of the transaction
            (and if such holders were offered a choice of consideration, the
            type of consideration chosen by the holders of a majority of the
            outstanding shares of Common Stock); provided, however, that if such
            consideration received in the sale of assets or merger was not
            solely common stock of the successor corporation or its parent (as
            defined in Section 424(e) of the Code), the Board may, with the
            consent of the successor corporation, provide for the consideration
            to be received upon exercise of the option to be solely common stock
            of the successor corporation or its parent equal in fair market
            value to the per share consideration received by holders of Common
            Stock and the sale of assets or merger.

22.      Effective Date of Offering Periods. Offerings may commence under the
         Plan prior to approval by the stockholders of any amendments or
         restatements under Paragraph 19 above, but no Common Stock requiring
         stockholder approval may be purchased hereunder unless and until the
         requisite stockholder approval has been received.


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