LONG-TERM INCENTIVE PROGRAM

1.1            Effective Date .  The Program is effective as of January 1, 2004, shall remain in effect through December 31, 2008 (the Performance Period).

1.2            Purpose .  The Program is intended to increase shareholder value and the success of the Company by providing incentive and reward for accomplishment of long-term, revenue growth and operating profit goals for key executives.  The Program’s goals are to be achieved by providing such executives with incentive awards based on the achievement of goals relating to the performance of the Company.  The Plan is intended to permit the payment of bonuses that qualify as performance-based compensation under section 162(m) of the Internal Revenue Code of 1986, as amended.

2.1            Eligibility .  Officers and Business and Technology Fellows, (whether employed at the time of or subsequent to the adoption of the Program) are eligible for participation in the Program.  Typically, to be eligible, employees should have been an Officer or Fellow for a minimum of 1-2 years and be in good standing with the Company.  Eligibility does not guarantee participation and the Company may exclude eligible officers and fellows from participation in this Program.

2.2            Selection of Participants .  From time to time, the President may designate eligible employees for participation in the Program; subject to the approval by the Compensation Committee of the Company (the Committee), in its sole discretion.  Designees approved by the Committee (Participants) will normally be added to the Program at the start of the Company’s fiscal year.

2.3.            Bonus Procedure .  Subject to section 2.5, incentive bonuses under this Program are defined as a percentage of a Participant’s annualized salary on the effective date of the Participant’s participation in the Program (Base Salary) based upon the compound annual revenue growth rate (CAGR) and average operating profit (Operating Profit) of the Company during the Performance Period.  Any incentive bonus is based upon the fundamental assumption that:

20% CAGR, 18% Operating Profit over 5 years = 1.0X Base Salary

30% CAGR, 18% Operating Profit over 5 years = 2.0X Base Salary

40% CAGR, 18% Operating Profit over 5 years = 3.0X Base Salary

Attached and incorporated herein is a growth/ operating profit matrix outlining the percentage of Base Salary awarded for key CAGR and Operating Profit percentages of the Performance Period.  If the final CAGR and/or Operating Profit percentage is not specifically listed on the attached matrix, the Base Salary percentage will be determined by a mathematical calculation based upon the relationship of the final percentage to its nearest listed percentages.  No bonus will be paid out under this Program if either the CAGR or Operating Profit of the Performance Period is less than 10%.

2.4            Determination of Growth/ Operating Profits .  As soon as practicable following the Performance Period, the Committee will compile the CAGR and Operating Profit for the Performance Period.  Generally, the CAGR and Operating Profit for the Performance Period will be determined according to Generally Acceptable Accounting Principals (GAAP).  However, the Committee, in its sole discretion, may make adjustments to the CAGR and Operating Profit calculation, as it deems appropriate.  Specifically, and by way of example only, the Committee may exclude patent litigation or other extraordinary charges when determining Operating Profit.  Additionally, in determining CAGR, the Committee (in consultation with the President) will evaluate the inclusion of incremental revenue growth during the Performance Period attributable to acquisitions or mergers on a case by case basis to determine the amount to be included/excluded in “revenue” for