exv10w4



 





EXHIBIT 10.4




CONFIDENTIAL MATERIALS OMITTED — ASTERISKS (*) DENOTE OMISSIONS




2007 Global Performance Bonus Plan





			
	I.	 	Introduction





          This 2007 Global Performance Bonus Plan (the “Plan”) contains highly confidential
information about the revenue and operations of Sapient Corporation and its consolidated
subsidiaries (individually or collectively, the “Company” or “Sapient”). This Plan may not be
shared with anyone outside of Sapient, and each person is required to keep this Plan and its
contents confidential at all times. Except as otherwise permitted by law, disclosure of this Plan
to anyone not an employee of Sapient is a violation of whichever of the following agreements has
been signed by the Participant: Sapient Nondisclosure, Nonsolicitation and Noncompete Agreement;
Agreement Re: Nondisclosure, Nonsolicitation and Noncompetition; Employment Agreement;
Confidentiality Agreement and/or any agreement between the Participant and Sapient pertaining to
nondisclosure of confidential information (collectively, “Employee NDA”).





			
	II.	 	Philosophy & Purpose





          The purpose of this Plan is to reward qualified, eligible Participants who achieve
certain Company, group and individual goals during a period when the Company and/or its Business
Units (“BUs”) have also achieved certain financial performance goals. This Plan is designed to:





	 	 ̈	 	Drive Winning Performance across the Company
	 
	 	 ̈	 	Promote a mindset of company success as well as BU/GSS team success
	 
	 	 ̈	 	Provide a clear connection between people’s everyday actions and company success
	 
	 	 ̈	 	Promote alignment with the Company’s Strategic Context
	 
	 	 ̈	 	Differentiate payout based on individual performance
	 
	 	 ̈	 	Provide for holistic assessment, taking into account various performance aspects,
including client satisfaction, revenue, client margin, recurring revenue, fostering
Strategic Context connection, morale, turnover, leadership, utilization, compliance
with the Company’s policies and procedures, etc.





          Receipt of a bonus under this Plan is not guaranteed, but rather depends on Company, group and
individual performance. During periods when the Company and BUs achieve their financial
performance goals, Participants will have the opportunity to earn a bonus. However, if achievement
of individual, group or Company performance falls short of expectations, Participants may qualify
for a limited bonus, or possibly no bonus, as determined by the Company in its sole discretion. For
the avoidance of doubt, nothing in this Plan entitles any Participant to a contractual right to any
bonus.





			
	III.	 	Effective Date





          This Plan is effective January 1, 2007, and covers the period from January 1, 2007
through December 31, 2007 (the “Plan Period”), and for the purpose of determining eligibility only
(as setout in Sections IV and IX below) through the day payouts are made under this Plan, in each
case, inclusive, unless modified or terminated earlier as provided for in this Plan. All prior
bonus plans have expired of their own terms or have been revoked and withdrawn. This Plan
supersedes all prior written or oral bonus plans, promises, agreements, practices, understandings,
negotiations and/or incentive arrangements.




 









 








			
	IV.	 	Eligibility





          A person who is eligible to participate in this Plan (a “Participant”) must meet the
following criteria during the Plan Period and from the end of the Plan Period through the date
payouts are made:





A. He or she must be assigned one of the following titles by Sapient: Associate, Senior
Associate, Specialist, Senior Specialist, Manager, Senior Manager, Director, Vice President,
Senior Vice President, Executive Vice President, and Executive Officer. In addition, people
participating in any other bonus plan are not eligible to participate in this Plan, except
as it applies to people participating in the 2007 Government Services Bonus Plan.




B. He or she must be employed in a position that is determined by Sapient to be
non-overtime-eligible (e.g. an exempt role)




C. He or she must be actively employed by Sapient in an eligible title during the entire
Plan Period and from the end of the Plan Period through the date any payout is made under
this Plan, except for people who are hired and commence employment with Sapient in 2007 (as
discussed below) and in certain other circumstances where a pro rata bonus may be paid (as
discussed below). A person who is hired and commences employment with Sapient during 2007
is eligible as a Plan Participant for a pro rata portion of any bonus or incentive deemed
earned and payable under this Plan by the Company, if he or she is hired and actively
working at Sapient on or before December 15, 2007 and he or she otherwise remains actively
employed by the Company through the date any payout is made under this Plan.
Notwithstanding anything to the contrary, in the event a person who is otherwise eligible
under this Plan is on an expatriate assignment or an assignment outside his or her home
office country, the Company may vary or change the terms of this Plan in its sole discretion
for that individual as it believes circumstances warrant, or the Company may in its sole
discretion assign the person to another plan. No contractors are eligible to participate in
this Plan, whether or not they have signed contracts with the Company, and regardless of
whether any court or administrative governmental body makes any kind of determination as to
their status as other than contractor;




D. He or she has complied and is complying with all of his or her obligations under his or
her Employee NDA or Employment Agreement, as the case may be;




E. He or she (i) has not received any loan or advance from Sapient, (ii) has not been paid
an excess draw from any prior bonus or incentive plans which remains unpaid as of the day
payouts are made under this Plan or (iii) does not have any outstanding repayment
obligations with respect to an expatriate assignment or tax equalization as of the day
payouts are made under this Plan, UNLESS he or she (a) has agreed in writing to regular
payroll deductions for repayment of the loan, advance or excess draw, and (b) prior to the
payout of any bonus or incentive under this Plan repays Sapient the full amount of the loan,
advance or excess draw, or in Sapient’s sole discretion agrees in writing to apply the
amount of any then-current bonus or incentive payout toward repayment of such loan, advance
or excess draw;




F. He or she is not an employee entitled to the protections of the (Indian) Payment of Bonus
Act, 1965 (as the same may be amended).




			
	V.	 	Plan Components





          The components of this Plan include: (A) funding of a pool available for bonuses based
on Company performance, and (B) distribution to individuals of any bonus pool made available to BUs
or GSS Teams based on team and personal performance against criteria determined by the Company,
BUs, and/or GSS Teams.




			
	 	 	 
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	A.	 	Funding and Allocation of Bonus Pool




1. Funding and Allocation Mechanisms. Funding and allocation of a bonus pool to BUs,
and GSS Teams and receipt of bonuses under this Plan are all contingent on the Company’s achieving
a satisfactory level of financial performance in the Plan Period. If the Company determines that
it can fund and allocate a pool for bonuses under this Plan, the Company determines in its sole
discretion the size of the pool. Any level of full or partial bonus pool funding will be
determined by the Company in its sole discretion. If the Company exceeds its annual operating
margin target, then the Company will determine in its sole discretion whether or not it will
increase bonus pool funding. In any event, *% of pre-bonus operating margin is the maximum amount
available for a bonus pool under this Plan.





a. Allocation to BU and GSS Teams. Whether or not the Business Units or GSS Teams
receive funding and allocation of a bonus pool under this Plan, if any, is contingent on the
Company’s 2007 achievement of operating margin, measured in dollars, against its 2007
operating margin target (the “Company Margin Component”). Once funded, the bonus pool will
be allocated to a BU in accordance with that respective BU’s performance against its 2007
profit targets. Allocation to the GSS teams will generally be in accordance with the
Company’s profit performance. Note that if total allocations and payouts would take Sapient
into a loss position or to a level of profitability determined unacceptable by the Company
in its sole discretion, then the Company will reduce funding and allocation and prorate such
reduction across the BUs accordingly. Also, BUs may not pay bonuses under this Plan in
excess of their funding and allocations.




b. Additional Funding and Allocation Information. The determinations of Company
operating margin profitability or loss (if any) shall be made by the Company in its sole
discretion. The Company, acting in its sole discretion, will set Company operating margin
dollar targets and contribution margin percent targets for the Plan Period.




     The CEO and CFO have the discretion to approve different revenue growth goals, a
different operating margin target for the Company and different contribution margin percent.
In such event, the applicable formulas in this Plan will be revised and this Plan amended
accordingly.




     After allocations, if any, have been made to BUs and GSS Teams, the amount of any
allocation remaining, if any, after calculation of individual distributions will then be
returned to the Company and may be used for discretionary bonuses to individuals in the
Company (any one or more BUs, or on any one or more GSS Teams, as determined by the Company
in its sole discretion); provided that such individual discretionary bonus payouts are
approved by the Compensation Committee of the Board of Directors.


2. Interim Payout. In the event that the Company makes an interim payout as determined at
the Company’s discretion, the funding and allocation to BU and GSS Teams and payouts to
Participants will be based on the Company’s progress toward 2007 financial goals and be made
generally in accordance with the terms of this Plan, except that Plan terms and conditions will
relate to the time period through the payout period’s effective date and provisions relating to
eligibility and employment termination will apply with respect to the date any payout is made,
rather than the date of payout for the Plan Period. Also, to be eligible for an interim payout, a
Participant must have started employment with the Company prior to January 1, 2007. In the event
that the Company does an interim payout, any amount paid to any Participant in connection with an
interim payout will be deducted from any bonus payout made under this Plan after the close of the
Plan Period.



3. Potential Scenario of No Funding or Allocation. Although the Company is optimistic that
it will operate profitably in 2007, the Company will not fund or allocate any bonus pool or pay any
bonuses under this Plan if the Company has an annual loss for 2007 (after accounting for bonuses
and including 2007 restructuring costs, if any), notwithstanding anything to the contrary and
regardless of the performance of any person, team, BU or GSS Team. The Company will consider
whether its financial performance justifies the funding of a pool available for payment of any
bonuses under this Plan. The determination of Company profitability or loss (if any) shall be made
by the Company in its sole discretion.




			
	 	 	 
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	B.	 	Distribution to Individuals




1. Target Bonus Opportunity Tracks. This Plan features three “tracks” at the level of
individual distributions based on Plan metrics. Participants in this Plan who are not Directors,
VPs or higher may be on Track A or Track B. Participants in this Plan who are Directors, VPs and
higher are on the Director/VP Track. Subject to funding and allocation to the applicable BU or GSS
Team, the range of individual bonus payouts is based on Track assignment and dependent on each
individual’s “Individual Payout Percentage” (as that term is defined below). Subject to funding
and allocation, target bonus opportunities for each of the tracks are as follows:





	 	•	 	Track A Participants have a target bonus opportunity of *% of base salary
	 
	 	•	 	Track B Participants have a target bonus opportunity of *% of base salary
	 
	 	•	 	Director/VP Track Participants have individual set amounts for their target
bonus opportunity (expressed in their local currency) and sometimes referred to in
this Plan as “Performance Incentive”.




When a Participant’s entry into this Plan becomes effective, he or she will be informed of his or
her applicable track, or for Directors and VPs, his or her Performance Incentive. When the base
salary used in the calculation of bonus payout, it is a Participant’s base salary in his or her
home office country, unless the applicable BU Lead or GSS Lead determines otherwise. Changes
between tracks are not generally permitted during the Plan Period except in the event of a
promotion or title change, in which event the Participant’s BU Lead or GSS Team Lead will determine
which track is appropriate for the Participant.



2. Assessment and Determination of Individual Performance Percentage Achieved. Subject to
funding and allocation to BUs and GSS Teams, distributions to Participants within those groups that
receive funding and allocation will be made based on a Participant’s Track assignment and his or
her respective BU Lead or GSS Team Lead’s assessment of the Participant’s performance in certain
categories, which may vary by title, and in some cases by individual. This assessment will be
reflected in his or her “Individual Performance Percentage” which, as detailed below, will become
part of the final bonus payout calculation.





a. Non-Business Lead Participants. For Participants on the Director/ VP track, it
is anticipated that BU Leads and GSS Team Leads will establish performance criteria and/or
goals for each such Participant who is not a Business Lead (“Non-BL Participant”) in their
respective groups. Specific metric targets are not required, and the criteria and/or goals
may be set by title groups or at the individual level. The performance criteria and/or
goals for these Participants may include the following:




	 	 ̈	 	Client Satisfaction
	 
	 	 ̈	 	Client and/or Engagement Recognized Revenue
	 
	 	 ̈	 	Client Contribution Margin and/or Engagement Margin
	 
	 	 ̈	 	Utilization
	 
	 	 ̈	 	People Satisfaction and Turnover
	 
	 	 ̈	 	Fostering Strategic Context connection
	 
	 	 ̈	 	Leadership
	 
	 	 ̈	 	Winning Performance Score
	 
	 	 ̈	 	Compliance with the Company’s policies and procedures
	 
	 	 ̈	 	Team’s performance to budget






     BU Leads and GSS Team Leads may also establish other performance criteria and/or goals
for Non-BL Participants on the Director/ VP track in their BUs or on their teams,
respectively. In general, the Winning Performance Scores of Participants on Track A and B
will play a significant part in the assessment and determination of such the Individual
Performance Percentage. This, as well as other performance criteria such as utilization and
compliance with company policies and procedures, will ensure that individual assessment is
holistic (e.g., includes metrics as well as team building, leadership, fostering our
Strategic Context, building a great business, etc.) and discretionary, not formulaic
or based solely on targets or metrics.



			
	 	 	 
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     Individual performance criteria and/or goals for Non-BL Participants are subject to
change in the BU Lead’s or GSS Team Lead’s sole discretion. Subject to the terms and
conditions of this Plan, a BU Lead, or GSS Team Lead may assign various levels of priority
to the performance criteria and/or goals in the list above (and other criteria and/or goals
as determined by the BU Lead or GSS Team Lead).




     After the close of the Plan Period, BU Leads and GSS Team Leads will assess each
person’s performance against the criteria and/or goals set by the BU Lead or GSS Team Lead
and assign that Participant a percentage representing his or her level of achievement (the
“Individual Performance Percentage”).




     The average bonus payout, if any, for more senior people (managers and above) will in
general closely correlate to the overall performance of that BU or GSS team. Further,
average bonus payouts at junior career stages across the company will be in line with the
company average.




b. Business Lead Participants. A Business Lead (BL) is a Company employee who leads
one of the Company’s business teams, denoted internally as an animal or color team. Each BL
will be given a individual profit target which his or her respective business team is
expected to generate during 2007. A BL Participant’s bonus will largely be determined by
the actual profit amount of his/ her business team relative to the target profit amount. At
the end of the Plan Period, the respective BU Lead will determine a VFactor score for each
BL (from *% to *%) in his discretion based on one or more of the following factors:




	 	•	 	EM revenue in the BL’s team
	 
	 	•	 	SAP revenue in the BL’s team
	 
	 	•	 	Quarter to Quarter average sequential growth rate targets (starting Q4 2006)
	 
	 	•	 	BU turnover
	 
	 	•	 	BU Client Satisfaction
	 
	 	•	 	BU DSO
	 
	 	•	 	Winning Performance Score






The VFactor will then be included in the bonus calculation as set forth in the payout
formula provided in Section V.B.4.b. below.


3. Further Information on Performance Criteria. All Participants will be evaluated on
their Winning Performance Score (WPS) during the Plan Period. In addition to the WPS, BU Leads and
GSS Team Leads may set other performance criteria and/or goals for one or more Participants, as the
BU Leads and GSS Team Leads determine is appropriate for their units, the business of the Company
and the applicable Participants. For example, GSS Team members may be evaluated on their team’s
performance to budget. Executive leadership may also set performance targets and/or goals for
Executive VPs and Sr. VPs that include the criteria listed in this section as well as other
performance targets and/or goals.



4. Individual Distributions.





a. Non-BL Participants. Provided that a BU or GSS Team receives bonus
funding and an allocation, and subject to pool and allocation size, a Non-BL Participant’s bonus will be calculated based
on his or Individual Payout Percentage (determined by the applicable BU or GSS Lead in
accordance with the performance criteria set forth above), the applicable % of Company or BU
Funding, and the Target Bonus Amount (e.g. for a person on Track A, the “Target Bonus
Amount” would be *% of his/her base salary) as follows:




Bonus Payout = (Target Bonus Amount) x (Company or BU Funding Percentage) x
(Individual Performance Percentage)



			
	 	 	 
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If the bonus pool is not fully funded, or if a Participant’s BU or GSS Team
receives less than full allocation, then payouts will be proportionately lower, even if
individual performance is at or above *%.




b. BL Participants. Provided that a BU or GSS Team receives bonus funding
and an allocation, and subject to pool and allocation size, a BL Participant’s bonus will be calculated based on
the following formula:




Bonus Payout = (Target Bonus Amount) x (BU Funding Percentage) x (Percentage
Achievement of Profit Target) x (*% + VFactor)




If a BL Participant’s BU receives less than full allocation, then payouts will be
proportionately lower, even if a BL Participant’s achievement of his or her profit
target is at or above *%.




			
	VI.	 	Timing of Payouts; Prorations; Currency






			
	A.	 	Timing





          Following the closing of the Plan Period, a number of calculations need to be made by the
Company to determine individuals’ bonus or incentive results. Accordingly, any annual payouts will
be made in the Sapient pay period following completion of the calculations.





			
	B.	 	Prorations





          If a prorated bonus or incentive is payable, the following rule applies: Proration will
be calculated on the basis of 0.083 for each full calendar month of eligibility, as outlined in the
following table:




	 	 	 	 	 
	# of Months	 	Proration
	1
	 	 	0.083	 
	2
	 	 	0.167	 
	3
	 	 	0.250	 
	4
	 	 	0.333	 
	5
	 	 	0.417	 
	6
	 	 	0.500	 
	7
	 	 	0.583	 
	8
	 	 	0.667	 
	9
	 	 	0.750	 
	10
	 	 	0.833	 
	11
	 	 	0.917	 
	12
	 	 	1.000	 






          To the extent any bonuses or incentives are paid under this Plan, if a date is not otherwise
specified in this Plan for a proration, then for a month to be included in a proration calculation,
the event giving rise to the proration must occur on or before the 15th of a month. If
such event occurs after the 15th of a month, the next calendar month will be considered
the first month of the occurrence for purposes of proration. In the event of any proration of
year-to-date amounts, any previous payouts will be deducted.




          The circumstances that may warrant pro rata payment include but are not limited to:





	 	•	 	Base compensation changes;
	 
	 	•	 	Target bonus opportunity changes;





			
	 	 	 
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	 	•	 	Bonus Track changes;
	 
	 	•	 	Commencement of employment and new entrance into this Plan;
	 
	 	•	 	Certain title changes (as described below);
	 
	 	•	 	Certain re-assignment among BUs (as described below); and
	 
	 	•	 	Qualified leave of absence, disability or death of Participant (as discussed below).






			
	C.	 	Currency





          All currency figures in this Plan are expressed in U.S. dollars, unless stated otherwise
in this Plan, but payout calculations and payments are done in local currency. In performing
currency conversions, if any, Sapient will apply commercial exchange rates determined by Sapient in
its sole discretion.





			
	VII.	 	Title Changes





          A person ceases to participate in this Plan if he or she changes to a Sapient title or
job that is not eligible under this Plan. If a person remains employed by the Company but moves to
a title or job that is not eligible under this Plan, then the time the person is considered
eligible under this Plan will be pro-rated subject to the proration rules of this Plan. If a
Participant remains on this Plan for the entire Plan Period but during that time switches to a
different title also covered by this Plan, then the time spent in each title will be prorated, as
applicable, subject to the proration rules of this Plan.




          If a Participant’s regular BU assignment changes within the Plan Period (as approved by
appropriate BU management and recorded in the Company’s HRMS system), at the end of the Plan
Period, then the time spent in each BU will be prorated subject to the proration rules of this
Plan.





			
	VIII.	 	Termination of Employment






			
	A.	 	Effect of Termination





          Participants must be employed by the Company in an eligible title through the entire
Plan Period and through the day payouts are made for the Plan Period to receive a payout under this
Plan, subject to applicable local law. Therefore, employees whose employment terminates for any
reason, whether voluntarily or involuntarily, before the end of the Plan Period or the day payouts
are made for the Plan Period are not eligible for any payout under this Plan, subject to applicable
local law.





			
	B.	 	No Extension





          A Participant’s right to receive payment or participate in this Plan shall not be extended
beyond his or her last day of active employment because he or she receives pay in lieu of notice in
accordance with his or her Employment Agreement.





			
	IX.	 	Leaves of Absence and Short Term Disability





          If a Participant takes an approved leave of absence (including a medical leave under the
Company’s Short-Term Disability Program) during the Plan Period for fewer than 30 days, no
adjustment will be made in the payout calculation or in the Participant’s metrics.




          If such leave of absence extends for more than 30 days during the Plan Period, the Participant
may be eligible for a pro rated payout calculated in accordance with the above table and the other
terms of this Plan as permitted by local law. All payments (if any) will be paid on the same date
that active Participants receive payment.




			
	 	 	 
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          For purposes of determining whether the payment may be pro rated, a leave of absence begins on
the date that the leave of absence begins as noted in the Company’s records (or in the case of
short term disability, on the same date that short term disability benefits begin).





			
	X.	 	Death and Long Term Disability





          In the event of long-term disability or death, a pro rated payment based on the length of
service during the Plan Period will be paid in accordance with the above table and other terms of
this Plan. All such payments (if any) will be paid on the same date that active Participants
receive payment or, at the Company’s discretion, at an earlier date. “Long-term disability” is
defined as eligibility to receive long-term disability benefits under the Company’s LTD Policy.
For proration purposes, active service ends when the employee is no longer paid regular wages
through payroll for work performed.





			
	XI.	 	Loans, Advances or Draws





          Loans or advances against potential payments will not be made under this Plan. If a
Participant has an outstanding advance or loan from the Company or has an outstanding obligation to
repay to the Company money related to an expatriate assignment or tax equalization, all or a
portion of any bonus or incentive payout under this Plan may be first applied to the outstanding
balance of such advance, loan or obligation related to an expatriate assignment or tax
equalization, as permitted by law. Upon request by the Company, any Participant with such an
outstanding loan, advance or other obligation will sign and deliver a written instrument
authorizing such application of any payout.





			
	XII.	 	Forms of Payment





          As permitted by law, Sapient may, with the agreement of a Participant, pay a bonus or
incentive in whole or in part, in cash, stock options, stock, warrants or other equity instruments
(or any combination thereof), in such amounts and under such terms and conditions to which Sapient
and a Participant may agree.





			
	XIII.	 	Plan Administration and Management





          A Plan Committee will administer this Plan. The Plan Committee will be composed of the
CEO, CFO, General Counsel and People Success lead. The Plan Committee will have full and absolute
discretion with respect to administration of all aspects of this Plan, including, without
limitation, determining Plan payouts, interpreting this Plan and ruling on special situations.
Further, the Plan Committee, in its sole discretion and with or without notice or cause, may, to
the extent authorized by the Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”), modify, amend or terminate this Plan or take other actions affecting
Plan Participants without advance notice to Participants of such actions. While this Plan will be
administered in accordance with applicable law, nothing in this Plan is a guarantee of current or
future compensation or income.




          The Company’s books and records are the exclusive source of data for administration of this
Plan. The Plan Committee’s interpretation of the books and records is final.




          If a Participant wants to dispute a bonus or incentive payout or calculation decision
affecting the Participant or any other decision affecting the Participant, that Participant must
request reconsideration in writing. The request must be given to the People Success Lead within 60
days after the date of the disputed decision.




          By participating in this Plan, each Participant agrees that a failure to properly request
reconsideration of any payout or calculation decision or other decision within this 60-day period
constitutes agreement with such decision made by the Company. If the reconsideration request is
properly submitted, the People Success Lead will resolve the disputed decision upon review of the
circumstances and of the available documentation and submit his




			
	 	 	 
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or her initial determination to the Plan Committee for review. The decision of the People
Success Lead as to such dispute will be final.





			
	XIV.	 	Miscellaneous





          Unless required by law or court order, a Participant may not assign this Plan or any
bonus or incentive payment or right to payment.




          If a provision of this Plan is found invalid, illegal or unenforceable, the other provisions
of this Plan shall remain in full force and effect, and such invalid, illegal or unenforceable
provision shall be reformed as necessary to make it valid, legal and enforceable to the maximum
extent possible under law (or, if such reformation is impossible, such provision shall be severed
from this Plan).




          All payouts under this Plan are anticipated to be made within the first quarter of the year
following the




          expiration of the Plan Period (but in any event within the calendar year following the expiration
of the Plan Period) and are subject to applicable withholdings and deductions as required by law.




          If employed by Sapient Corporation, Sapient Government Services, Inc., or Sapient Private
Limited, the




          Participant continues to be an “at will” employee, and Sapient has the right to terminate a
Participant’s employment and/or participation in the Plan at any time, with or without cause or
prior notice.




          If employed by Sapient Canada Inc., Sapient GmbH, Sapient Limited or Sapient Netherlands B.V.,
the Participant continues to be employed in accordance with the terms of his/her employment
agreement (the “Employment Agreement”). Sapient has the right to terminate a Participant’s
employment and/or participation in this Plan at any time, with or without cause or prior notice,
subject to the terms of the Participant’s Employment Agreement and as permitted by local applicable
law.




          This Plan supersedes all prior understandings, negotiations and agreements, whether written or
oral, between each individual Participant and the Company as to the subject matter covered by this
Plan. In the event of any conflict between this Plan and any presentations, documents, statements
or other communications concerning the subject matter of this Plan, this Plan shall control. This
Plan describes the sole and exclusive bonuses or incentives the Company is offering to Participants
during the Plan Period; provided, however, that nothing in this Plan will prevent the Company from
paying any individual a discretionary bonus or incentive payment at any time or from time to time
if authorized in advance by the Compensation Committee. The Company has no obligation to pay
anyone a discretionary bonus or incentive at any time.




          No person who is not a Participant in this Plan shall have any right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term or provision of this Plan.




			
	 	 	 
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