1992 Restricted Stock Plan

EXHIBIT 99(b)


DIGITAL BIOMETRICS, INC.


1992 RESTRICTED STOCK PLAN
AS AMENDED THROUGH FEBRUARY 8, 2000


ARTICLE I.


PURPOSE


The purpose of this Restricted Stock Plan is to provide additional incentive to certain key Employees who are making and can continue to make substantial contributions to the success of Digital Biometrics, Inc. ("DBI") by providing them with an opportunity to acquire a proprietary interest in DBI through the grant of shares of restricted stock. It is the judgment of DBI's Board of Directors that the acquisition of a proprietary interest in DBI by such Employees will increase their personal interest in its growth and progress, thereby promoting the interests of DBI. The Restricted Stock Plan also provides for the grant of restricted stock to members of DBI's Board of Directors who are not employees of DBI. The Board of Directors believes that the grant of restricted stock to non-employee directors will increase the attractiveness of service on the Board of Directors and will provide additional incentive for such directors to enhance DBI's long-term success and progress.


ARTICLE II.


DEFINITIONS


The following words and terms, as used in the Plan, shall have the respective meanings hereinafter set forth unless a different meaning is clearly required by the context. Whenever appropriate, words used in the singular shall be deemed to include the plural, and the masculine gender shall be deemed to include the feminine gender.


2.1 BOARD. The Board of Directors of DBI.


2.2 COMMITTEE. The Compensation and Personnel Committee of the Board.


2.3 COMMON STOCK. The common stock of DBI.


2.4 EMPLOYEES. Any individual employed by and receiving compensation
from DBI or a Related Company.


2.5 EXCHANGE ACT. The Securities Exchange Act of 1934, as now in effect
or hereafter amended.


2.6 FAIR MARKET VALUE. The Fair Market Value of a share of Common Stock
means (i) if there is a market for such Common Stock on a stock
exchange, in an over-the-counter market, or otherwise, the mean
between the highest and lowest quoted selling prices on the date of
grant; (ii) if there are no sales on the date of grant but were
sales on dates within a reasonable period both before and after the
date of grant, Fair Market Value is determined by taking a weighted
average of the means between the highest and lowest sales prices on
the nearest date before and nearest date after the date of grant
(the average is to be weighted adversely by the respective numbers
of trading days between the selling dates and the date of grant); or
(iii) in the event that (i) or (ii) do not apply, any other method
determined by the Committee in its discretion.


2.7 NON-EMPLOYEE DIRECTOR. A member of the Board who is not an Employee
of DBI or a Related Company.


2.8 PERIOD OF RESTRICTION. The period during which the transfer of
shares of Restricted Stock granted under the Plan is restricted
pursuant to Subsections 5.3 or 6.3 of the Plan.


2.9 PLAN. The Digital Biometrics, Inc. Restricted Stock Plan as set
forth herein, as may be amended from time to time hereafter.


2.10 RELATED COMPANY. Any corporation that is, along with DBI, a member
of a parent-subsidiary controlled group of corporations, as defined
in Code Section 1563(a)(1) of the Internal Revenue Code.


2.11 RESTRICTED STOCK. The grant or purchase of shares of Common Stock
which is nontransferable and is subject to a substantial risk of
forfeiture until specified conditions are satisfied pursuant to the
terms of the Plan.


2.12 STOCKHOLDERS. The present stockholders or future stockholders, as
the case may be, of DBI.


ARTICLE III.


SHARES SUBJECT TO PLAN


3.1 The total number of shares of Common Stock which is available for the granting of Restricted Stock shall be 350,000 shares. If DBI shall at any time hereafter subdivide, combine or reclassify its Common Stock, or declare a dividend payable in Common Stock, the number of shares available for granting of Restricted Stock hereunder shall be proportionately increased or decreased, as the case may be, to prevent dilution or inflation.


3.2 At all times during the term of this Plan, DBI shall reserve for issuance and delivery such number of shares of Common Stock as will be sufficient to satisfy the requirements hereof.


ARTICLE IV.


ADMINISTRATION


4.1 The Plan shall be administered by the Committee. The Committee shall consist of not less than two members of the Board who are "disinterested persons" as defined in Rule 16b-3 under the Exchange Act. A majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by at least a majority of its members. Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made by unanimous vote at a meeting duly called and held.


4.2 In accordance with the provisions of the Plan, the Committee shall select the Employees to whom Restricted Stock shall be granted; shall determine the number of shares of Restricted Stock granted to each Employee, the time at which the Restricted Stock is to be granted; and shall establish such other provisions of the Restricted Stock grants as the Committee may deem necessary or desirable.


4.3 Grants of Restricted Stock to Non-Employee Directors shall be automatic pursuant to Article VI of the Plan and not subject to discretion.


4.4 The Committee may adopt such rules and regulations for carrying out the Plan as it may deem proper and in the best interests of DBI. The interpretation of any provision of the Plan by the Committee and any determination on the matters referred to in this Article IV shall be final.


4.5 No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan.


4.6 The Committee shall prescribe the for-in, which shall be consistent with th ...