EXHIBIT 4.22


 


KERZNER INTERNATIONAL
LIMITED

2005 STOCK INCENTIVE PLAN


 


SECTION 1.  Adoption
and Purpose.  The Company hereby adopts this Plan providing for
the granting of Incentive Stock Options, Nonqualified Stock Options, Restricted
Shares and Other Stock-Based Awards to directors, officers, employees and
consultants of the Company and its Subsidiaries (including prospective
directors, officers, employees and consultants). The general purpose of the
Plan is to promote the interests of the Company and its Subsidiaries by
providing to their directors, officers, employees and consultants incentives to
continue and increase their efforts with respect to, and remain in the employ
of, the Company and its Subsidiaries.


 


SECTION 2.  Administration.  (a)  The
Plan will be administered by the Committee, which shall be composed of two or
more persons. The Committee shall hold meetings at such times and places as it
may determine. Acts approved at a meeting by a majority of the members of the
Committee or acts approved in writing by the unanimous consent of the members
of the Committee shall be the valid acts of the Committee. To the extent
required for any transactions under the Plan to qualify for any available
exemptions under Rule 16b-3 promulgated under the Exchange Act, all
actions relating to Awards to persons subject to Section 16 of the
Exchange Act may be taken by the Board or a committee or subcommittee of the
Board composed of two or more persons, each of whom shall qualify as a “non-employee
director” within the meaning of Rule 16b-3.


 


(b)  Subject
to the express provisions of the Plan, the Committee shall have plenary
authority, in its discretion, to administer the Plan and to exercise all powers
and authority either specifically granted to it under the Plan or necessary and
advisable in the administration of the Plan, including, without limitation, the
authority to (i) interpret, and reconcile any inconsistency and/or correct
any default and/or supply any omission in, the Plan, (ii) prescribe,
amend, suspend, waive and rescind rules and regulations relating to the Plan,
(iii) appoint such agents as it shall deem desirable for the proper
administration of the Plan, (iv) determine the terms and conditions of all
Awards granted under the Plan (which need not be identical), the purchase price
(if applicable) of the shares covered by each Award, the individuals to whom
and the time or times at which Awards shall be granted, when an Award can be
exercised and whether in whole or in installments, (v) determine the
number of shares to be covered by, or with respect to which payments, rights or
other matters are to be calculated in connection with, each Award,
(vi) determine whether, to what extent and under what circumstances each
Award may be settled or exercised in cash, shares, other securities, other
Awards or other property, or canceled, forfeited or suspended and the method or
methods by which Awards may be settled, exercised, canceled, forfeited or
suspended, (vii) determine whether, to what extent and under what
circumstances cash, shares, other securities, other Awards, other property and
other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or the Committee,


 

















 


(viii) amend an outstanding Award or grant a replacement Award for
an Award previously granted under the Plan if, in its sole discretion, the
Committee determines that (A) the tax consequences of such Award to the
Company or the participant differ from those consequences that were expected to
occur on the date the Award was granted or (B) clarifications or
interpretations of, or changes to, tax law or regulations permit Awards to be
granted that have more favorable tax consequences than initially anticipated
and (ix) make all other determinations and take all other actions that the
Committee deems necessary or desirable with respect to the Plan.


 


(c)  Unless
otherwise expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Award shall be in the sole discretion of the Committee, may be made at any time
and shall be final, conclusive and binding upon all Persons, including the
Company, any of its Affiliates, any participant, any holder or beneficiary of
any Award and any shareholder.


 


(d)  The
Committee may delegate, on such terms and conditions as it determines in its
sole discretion, to one or more senior officers of the Company the authority to
make grants of Awards to officers, employees and consultants of the Company and
its Subsidiaries (including any prospective officer, employee or consultant).


 


(e)  Determinations
under the Plan made by the Board or the Committee, including, without
limitation, determinations as to the persons to receive Awards, the terms and
provisions of such Awards and the agreements evidencing the same, need not be
uniform and may be made selectively among persons who receive or are eligible
to receive Awards under the Plan, whether or not such persons are similarly
situated.


 


SECTION 3.  Participants.  The
Committee shall from time to time select the directors, officers, employees and
consultants of the Company and its Subsidiaries (including any prospective
director, officer, employee or consultant) to whom Awards are to be granted,
and who will, upon such grant, become participants in the Plan. The term “participant”
as used in this Plan shall refer to those directors, officers, employees and
consultants granted Awards by the Committee and to any person or entity to
which such Awards are transferred or assigned pursuant to Section 16
hereof.


 


SECTION 4.  Shares
Subject to Plan.  Subject to adjustment as provided in
Section 14, the aggregate number of Ordinary Shares that may be delivered
pursuant to Awards granted under the Plan is 2,000,000, all of which may be
delivered pursuant to Incentive Stock Options granted under the Plan. Ordinary
Shares to be awarded may be made available from either authorized but unissued
Ordinary Shares or Ordinary Shares held by the Company in its treasury. If any
Award is forfeited or otherwise terminated or is canceled without the delivery
of Ordinary Shares, Ordinary Shares are surrendered or withheld from any Award
to satisfy a participant’s income tax or other withholding obligations, or
Ordinary Shares owned by a participant are tendered to pay the exercise price
of any Award granted under the Plan, then the Ordinary Shares covered by such
forfeited, terminated or canceled Award or which are equal to the number of
Ordinary


 


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Shares surrendered, withheld or tendered shall again become available
for issuance or delivery pursuant to Awards granted or to be granted under the
Plan; provided, however, that in no event shall such Ordinary
Shares increase the number of Ordinary Shares that may be delivered pursuant to
Incentive Stock Options granted under the Plan.


 


SECTION 5.  Grant
of Options.  All Options under the Plan shall be granted by the
Committee. The Committee shall determine the number of Ordinary Shares to be
offered from time to time by grant of Options to participants of the Plan. More
than one Option may be granted to the same participant. The grant of an Option
to a participant shall not be deemed either to entitle the participant to, or
to disqualify the participant from, participation in any other grant of Options
or other Awards under the Plan. The grant of Options shall be evidenced by
stock option agreements as may be prescribed by the Committee from time to
time, containing such terms, provisions and rules, including, without
limitation, the number of Ordinary Shares underlying such Options and the
exercise price thereof, as are approved by the Board, but not inconsistent with
the Plan. In the case of Incentive Stock Options, the terms and conditions of
such grants shall be subject to and comply with such rules as may be prescribed
by Section 422 of the Code and any regulations related thereto, as may be
amended from time to time. All Options granted under the Plan shall be
Nonqualified Stock Options unless the applicable stock option agreement
expressly states that the Option is intended to be an Incentive Stock Option. If
an Option is intended to be an Incentive Stock Option, and if for any reason
such Option (or any portion thereof) shall not qualify as an Incentive Stock
Option, then, to the extent of such failure to so qualify, such Option (or
portion thereof) shall be regarded as a Nonqualified Stock Option appropriately
granted under the Plan; provided that such Option (or portion thereof)
otherwise complies with the Plan’s requirements relating to Nonqualified Stock
Options. The Company shall execute stock option agreements upon instructions
from the Committee.


 


SECTION 6.  Option
Price.  The exercise price per Ordinary Share under each Option
shall be equal to 100% of the Fair Market Value per Ordinary Share on the date
the Option is granted; provided, however, that no more than five
percent of the Ordinary Shares that may be delivered pursuant to Awards granted
under the Plan may be delivered pursuant to Nonqualified Stock Options that
have an exercise price per Ordinary Share equal to less than 100% of the Fair
Market Value per Ordinary Share on the date the Nonqualified Stock Option is
granted; provided further, that in the case of an Incentive Stock Option
granted to an employee who, at the time of the grant of such Option, owns stock
representing more than 10% of the voting power of all classes of stock of the
Company or any Affiliate, the exercise price per Ordinary Share shall be no
less than 110% of the Fair Market Value per Ordinary Share on the date of the
grant.


 


SECTION 7.  Exercisability
of Options.  Unless otherwise specifically provided by the
Committee in the applicable stock option agreement, an Option may not be
exercised later than the earlier of (a) the day prior to the seventh
anniversary of the date the Option is granted or, in the case of an Incentive
Stock Option granted to an employee who, at the time of the grant of such
Option, owns stock representing more than 10% of the voting power of all
classes of stock of the Company or any Affiliate, the day


 


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prior to the fifth anniversary of the date the Option is granted, and
(b) the expiration of the time period set forth in Section 11 with
respect to a participant that ceases to be a director, officer, employee or
consultant of the Company and its Subsidiaries. Each Option shall be vested and
exercisable at such times, in such manner and subject to such terms and
conditions as the Committee may, in its sole discretion, specify in the
applicable stock option agreement or thereafter. Except as otherwise specified
by the Committee in the applicable stock option agreement, an Option may only
be exercised to the extent that it has already vested at the time of exercise. Notwithstanding
any provision of the Plan to the contrary and except as specifically provided
in Section 11(b) or Section 12, an Option shall not become vested and
exercisable with respect to all Ordinary Shares covered thereby over a period
that is shorter than three years; provided that an Option that is
subject to performance-based vesting criteria may become vested and exercisable
with respect to all Ordinary Shares covered thereby over a period that is not
shorter than one year. Unless otherwise provided in the applicable stock option
agreement, Options shall become vested and exercisable in accordance with the
following schedule:


 




	
  Vesting
  Dates

  (Anniversaries of Grant Date)

  	
   

  	
  Aggregate Percentage of

  Ordinary Shares Vested and

  Exercisable

  	
   

  
	
  First

  	
   

  	
  25

  	
  %

  
	
  Second

  	
   

  	
  50

  	
  %

  
	
  Third

  	
   

  	
  75

  	
  %

  
	
  Fourth

  	
   

  	
  100

  	
  %

  






 


SECTION 8.  Payment;
Method of Exercise; Disposition.  (a)  Payment upon the
exercise of Options shall be made in cash or by such other method as the
Committee may from time to time prescribe, including without limitation by
payment of Ordinary Shares already owned for a period of at least six months
and one day by the holder of the Option or a note issued to the Company by such
participant or pursuant to a “cashless exercise”, in each case if permitted by
the Committee and applicable law. No Ordinary Shares may be issued upon
exercise of an Option until payment of the exercise price therefor has been
made, and a participant will have none of the rights of a shareholder of the
Company until such Ordinary Shares are issued to such participant. Except as
otherwise provided in the Plan or in a stock option agreement, no Option may be
exercised at any time unless the holder thereof is then a director, officer,
employee or consultant of the Company or a Subsidiary.


 


(b)  An
Option shall be exercised by written notice to the Company. Such notice shall
state that the holder of the Option elects to exercise the Option, the number
of Ordinary Shares in respect of which it is being exercised, the per share
exercise price thereof and the manner of payment for such Ordinary Shares and
shall either (i) be accompanied by payment of the full purchase price of
such Ordinary Shares or (ii) in the


 


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case of any individual who is not subject to Section 402 of the
Sarbanes-Oxley Act of 2002, fix a date (not more than ten business days
from the date of exercise) for the payment of the full purchase price of such
Ordinary Shares. Cash payments shall be made by cash or check payable to the
order of the Company. Ordinary Share payments (valued at Fair Market Value on
the date of exercise) shall be made by delivery of stock certificates in
negotiable form, free from all liens, claims and encumbrances. Any Ordinary
Share payments shall be made using Ordinary Shares that have been held by the
holder of the Option for a period of at least six months and one day. If
certificates representing Ordinary Shares are used to pay all or part of the
exercise price of an Option, a separate certificate shall be delivered by the
Company representing the same number of Ordinary Shares as each certificate so
used, and an additional certificate shall be delivered representing the
additional Ordinary Shares to which the holder of the Option is entitled as a
result of the exercise of the Option. Ordinary Share certificates shall be
issued as soon as practicable following the date of exercise of an Option.


 


(c)  If
any participant shall make any disposition of Ordinary Shares delivered
pursuant to the exercise of an Incentive Stock Option under the circumstances
described in Section 421(b) of the Code (relating to certain disqualifying
dispositions) or any successor provision of the Code, such participant shall
notify the Company of such disposition within ten days of such disposition.


 


SECTION 9.  Restricted
Shares.  (a)  The Committee shall determine any
restrictions, terms and conditions applicable to the Restricted Shares,
including, without
limitation, the applicable vesting schedule and the price, if any, to be
paid by the participant for the Restricted Shares; provided that the
issuance of Restricted Shares shall be made for at least the minimum
consideration necessary to permit such Restricted Shares to be deemed fully
paid and nonassessable. Each Award shall be evidenced by a restricted stock
agreement which may contain such terms as the Committee from time to time shall
approve provided that such terms are not inconsistent with the provisions of
the Plan. All determinations made by the Committee pursuant to this
Section 9 shall be specified in the restricted stock agreement. Each
grantee of Restricted Shares shall be notified promptly of such grant and a
written restricted stock agreement shall be promptly executed and delivered by
the Company and the grantee; provided that such grant of Restricted
Shares shall terminate if such written restricted stock agreement is not signed
by such grantee (or his or her attorney or representative) and delivered to the
Company within 60 days after the effective date of such grant.


 


(b)  Restricted
Shares subject to Awards shall be issued at the beginning of the period during
which the restrictions are in effect (the “Restriction Period”). Restricted
Shares shall constitute issued and outstanding Ordinary Shares for all
corporate purposes. Unless otherwise specifically provided in the Plan and the
applicable restricted stock agreement, the participant will have the right to
exercise all rights, powers and privileges of a holder of Ordinary Shares with
respect to such Restricted Shares, except that, unless otherwise provided by
the Committee, (i) the participant will not be entitled to delivery of the
certificate or certificates representing such Restricted Shares until the end
of the Restriction Period and unless all other vesting requirements with
respect


 


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thereto shall have been fulfilled or waived; (ii) other than
regular cash dividends and such other distributions as the Board may in its
sole discretion designate, the Company will retain custody of all distributions
(“Retained Distributions”) made or declared with respect to the
Restricted Shares, if any (and such Retained Distributions will be subject to
the same restrictions, terms and vesting and other conditions as are applicable
to the Restricted Shares), until such time, if ever, as the Restricted Shares
with respect to which such Retained Distributions shall have been made, paid or
declared shall have become vested, and such Retained Distributions shall not
bear interest or be segregated in a separate account; (iii) subject to
Section 16, the participant may not sell, assign, transfer, pledge,
exchange, encumber or dispose of the Restricted Shares or any Retained
Distributions or his or her interest in any of them during the Restriction
Period; and (iv) a breach of any restrictions, terms or conditions
provided in the Plan or established by the Committee with respect to any
Restricted Shares or Retained Distributions will cause a forfeiture to the
Company of such Restricted Shares and Retained Distributions.


 


(c)  The
certificate or certificates representing such Restricted Shares shall be
registered in the name of the participant to whom such Restricted Shares shall
have been awarded. During the Restriction Period, certificates representing the
Restricted Shares and any securities constituting Retained Distributions shall
bear a restrictive legend to the effect that ownership of the Restricted Shares
(and such Retained Distributions), and the enjoyment of all rights appurtenant
thereto, are subject to the restrictions, terms and conditions provided in the
Plan and the applicable restricted stock agreement. Such certificates shall
remain in the custody of the Company and the participant shall, as a condition
to receiving an Award of Restricted Shares, deposit with the Company stock
powers or other instruments of assignment, endorsed in blank, so as to permit
retransfer to the Company of all or any portion of such Restricted Shares and
any Retained Distributions that shall not become vested in accordance with the
Plan and the applicable restricted stock agreement.


 


(d)  Subject
to Section 11, at the end of the Restriction Period, (i) the
Restricted Shares shall become vested and (ii) any Retained Distributions
with respect to such Restricted Shares shall become vested to the extent that
the Restricted Shares related thereto shall have become vested, each in
accordance with the terms and conditions of the Plan and the applicable
restricted stock agreement. Any such Restricted Shares and Retained
Distributions that do not become vested shall be forfeited to the Company and
the participant shall not thereafter have any rights with respect to such
Restricted Shares and Retained Distributions that shall have been so forfeited.


 


6

















 


(e)  Notwithstanding
any provision of the Plan to the contrary and except as provided in
Section 11(i) or Section 12, no grant of Restricted Shares shall
become vested with respect to all Restricted Shares subject to such grant over
a period that is shorter than three years; provided that Restricted
Shares that are subject to performance-based vesting criteria, may become
vested with respect to all Restricted Shares covered by a particular grant over
a period that is not shorter than one year. Unless otherwise provided in the
applicable restricted stock agreement, a grant of Restricted Shares shall
become vested in accordance with the following schedule:


 




	
  Vesting
  Dates

  (Anniversaries of Grant Date)

  	
   

  	
  Aggregate Percentage of

  Restricted Shares Vested

  	
   

  
	
  Second

  	
   

  	
  33

  	
  %

  
	
  Third

  	
   

  	
  66

  	
  %

  
	
  Fourth

  	
   

  	
  100

  	
  %

  






 


(f)  No
election under Section 83(b) of the Code (to include in gross income in
the year of transfer the amounts specified in Section 83(b) of the Code)
or under a similar provision of law may be made with respect to a Restricted
Share unless expressly permitted by the terms of the applicable restricted
stock agreement or by action of the Committee in writing prior to the making of
such election. If a participant, in connection with the acquisition of
Restricted Shares under the Plan or otherwise, is expressly permitted under the
terms of the applicable restricted stock agreement or by such Committee action
to make such an election and the participant makes the election, the
participant shall notify the Company of such election in accordance with
Section 25 within ten days of filing notice of the election with the
United States Internal Revenue Service or other governmental authority, in
addition to any filing and notification required pursuant to regulations issued
under Section 83(b) of the Code or any other applicable provision.


 


SECTION 10.  Other
Stock-Based Awards.  (a)  The Committee may grant other
types of equity-based or equity-related Awards (including, without limitation,
the grant or offer for sale of unrestricted Ordinary Shares and the grant of
restricted stock units and stock appreciation rights) as deemed by the
Committee to be consistent with the purposes of the Plan. Each Other
Stock-Based Award shall be evidenced by a written Award agreement which may
contain such terms as the Committee from time to time shall approve provided
that such terms are not inconsistent with the provisions of the Plan. Such Awards
may include, without limitation, the transfer of actual Ordinary Shares to
participants or payment in cash or otherwise of amounts based on the value of
Ordinary Shares, and Awards designed to comply with or take advantage of the
applicable local laws of jurisdictions other than the United States.


 


(b)  If
and to the extent that Ordinary Shares are to be issued to a participant upon
the vesting of an Other Stock-Based Award, then, upon vesting of such


 


7

















 


Other Stock-Based Award, unless otherwise determined by the Committee,
the participant shall be entitled to receive an amount in cash equal to the
value of the cash dividends and such other distributions as the Board may in
its sole discretion designate (“Dividend Equivalents”) with respect to
the Ordinary Shares covered thereby during the period beginning on the date the
Other Stock-Based Award is awarded and ending on the date that it vests; provided,
however, that unless otherwise provided in the applicable Award
agreement, the foregoing provisions shall not apply to any Exercisable Other
Stock-Based Awards.


 


SECTION 11.  Termination
of Employment or Service.  (a)  Unless otherwise
provided by the Committee, if the participant’s employment or service as a
director or consultant terminates prior to the complete exercise of an Option,
then the vested portion of such Option shall thereafter be exercisable solely
to the extent provided herein, and any unvested portion of the Option (to the
extent the vesting is not accelerated under Section 11(b) or
Section 12) shall immediately terminate.


 


(b)  Unless
otherwise provided by the Committee, if the participant’s employment or service
as a director or consultant terminates by reason of death, all Options held by
the participant shall become immediately vested and exercisable and shall
remain exercisable for a period of one year following such termination, but in
no event later than the originally scheduled expiration of such Options.


 


(c)  Unless
otherwise provided by the Committee, if the participant’s employment or service
as a director or consultant terminates by reason of Disability, the vested
portion of any Options held by the participant shall remain exercisable for a
period of one year following such termination, but in no event later than the
originally scheduled expiration of such Options.


 


(d)  Unless
otherwise provided by the Committee, if the participant’s employment or service
as a director or consultant terminates (other than by reason of death, Disability
or Cause) (i) at or after age 60 or (ii) at or after age 55 with ten
years of service with the Company (“Retirement”), the vested portion of
any Options held by the participant shall remain exercisable for a period of
two years following such termination, but in no event later than the originally
scheduled expiration of such Options; provided, however, that the
vested portion of the Options shall remain exercisable for a period of only
90 days following termination of employment (or, if such 90-day period has
expired, shall be deemed retroactively to have ceased to be exercisable at the
end of such 90-day period) if, during the two-year period following the
participant’s Retirement, the participant, directly or
indirectly:  (A) engages in or has any interest in any sole
proprietorship, partnership, corporation or business or any other Person or
entity (whether as an employee, officer, director, partner, agent, security
holder, creditor, consultant or otherwise) that directly or indirectly (or
through any affiliated entity) engages in competition with the Company; provided,
however, that such provision shall not apply to the acquisition by the
participant, solely as an investment, of securities of any issuer that is
registered under Section 12(b) or 12(g) of the Exchange Act, and that are
listed or admitted for trading on any United States national securities
exchange or that are quoted


 


8

















 


on the National Association of Securities Dealers Automated Quotations
System, or any similar system or automated dissemination of quotations of
securities prices in common use, so long as the participant does not control,
acquire a controlling interest in or become a member of a group that exercises
direct or indirect control of, more than five percent of any class of capital
stock of such corporation; or (B) for himself or herself or for any other
person, firm, corporation, partnership, association or other
entity:  (1) hires or attempts to hire, whether as an employee,
consultant or otherwise, any employee or former employee of the Company or any
of its Subsidiaries, unless such employee or former employee has not been
employed by the Company or any of its Subsidiaries for a period in excess of
six months; (2) calls on or solicits any of the actual or targeted
prospective clients of the Company on behalf of any Person or entity in
connection with any business competitive with the business of the Company; or
(3) makes known the names and addresses of such clients or any information
relating in any manner to the Company’s trade or business relationships with
such clients. For the avoidance of doubt, if, pursuant to the foregoing
provision, a vested portion of any Option is deemed retroactively to have
ceased to be exercisable, and the participant had exercised such Option
subsequent to the 90-day period, the participant shall pay to the Company, in
cash, promptly upon demand by the Company, an amount equal to the excess of the
Fair Market Value of the Shares over the exercise price on the date of such
exercise.


 


(e)  If
the participant’s employment or service as a director or consultant is
terminated by the Company for Cause, then all Options held by such participant
shall immediately terminate.


 


(f)  Unless
otherwise provided by the Committee, if the participant’s employment or service
as a director or consultant terminates for any reason other than death,
Disability, Retirement or Cause, the vested portion of any Options held by the
participant shall remain exercisable for a period of 90 days following
such termination, but in no event later than the originally scheduled
expiration of such Options.


 


(g)  Unless
otherwise provided by the Committee, if any participant whose employment or
service as a director or consultant has terminated for a reason other than
death shall die within the period during which any Options held by the
participant remain exercisable but prior to the complete exercise of such
Options, such Options may be exercised at any time within the greater of one year
after such date of death or the remainder of the period in which the
participant could have exercised such Options had he or she not died, but in no
event later than the originally scheduled expiration of such Options.


 


(h)  Unless
otherwise provided by the Committee, if the participant’s employment or service
as a director or consultant is terminated for any reason other than death
during the Restriction Period with respect to any Restricted Shares, such
participant’s rights to all Restricted Shares and Retained Distributions shall
be forfeited immediately.


 


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(i)  Unless
otherwise provided by the Committee, if the participant’s employment or service
as a director or consultant terminates by reason of death, all Restricted
Shares held by the participant and any Retained Distributions that relate to
those Restricted Shares shall become immediately vested and nonforfeitable.


 


(j)  Unless
otherwise provided by the Committee, if the participant’s employment or service
as a director or consultant is terminated for any reason other than death, any
outstanding Other Stock-Based Awards held by the participant (other than any
outstanding Exercisable Other Stock-Based Awards) and any Dividend Equivalents
that relate to those Other Stock-Based Awards shall immediately terminate.


 


(k)  Unless
otherwise provided by the Committee, if the participant’s employment or service
as a director or consultant terminates by reason of death, all Other
Stock-Based Awards held by the participant (other than any outstanding
Exercisable Other Stock-Based Awards) and any Dividend Equivalents that relate
to those Other Stock-Based Awards shall become immediately vested and
nonforfeitable.


 


(l)  Unless
otherwise provided by the Committee, the provisions of Sections 11(a)
through (g) rather than Sections 11(j) and (k) shall apply, mutatis mutandis (substituting
Exercisable Other Stock-Based Award for Option), to any Other Stock-Based Award
that provides for the delivery of cash, shares or other securities upon
exercise of such Award, rather than immediately upon vesting (each, an “Exercisable
Other Stock-Based Award”).


 


(m)  The
Committee may determine whether any given leave of absence constitutes a
termination of employment or service. Unless otherwise provided by the
Committee, Awards made under the Plan shall not be affected by any change of
employment so long as the participant continues to be a director, employee or
consultant of the Company or a Subsidiary.


 


SECTION 12.  Acceleration
of an Award.  Notwithstanding any provision contained
herein, the Committee shall have the discretion at any time to accelerate the
vesting and exercisability of an Award granted to a participant pursuant to the
Plan. Unless otherwise determined by the Committee or as set forth in an Award
agreement, with respect to all outstanding Awards held by any participant, such
Awards shall become fully vested (and, in the case of Options and Exercisable
Other Stock-Based Awards, immediately exercisable), all restrictions on such
Awards shall lapse and all performance criteria applicable to such Awards shall
be deemed satisfied at the maximum level, (a) in the case of a participant
who is an employee of the Company or its Subsidiaries on the date of a Change
of Control, upon the earlier to occur of (i) the expiration of the
18-month period immediately following such Change of Control and (ii) a
Qualifying Termination, provided that such Awards are still outstanding at (and
have not terminated prior to) the relevant time, (b) in the case of a
participant who is a non-employee director of the Company or its Subsidiaries
on the date of a Change of Control, upon the consummation of such Change of
Control and (c) in the case of a participant who is a consultant of the
Company or its Subsidiaries on the date of a Change of Control, upon


 


10

















 


the earlier to occur of (i) the expiration of the 18-month period
immediately following such Change of Control or (ii) the termination of
the participant’s service with the Company, its Subsidiaries or the Surviving
Entity without Cause, provided that such Awards are still outstanding at (and
have not terminated prior to) the relevant time.


 


SECTION 13.  Withholding
Taxes.  In connection with the transfer of Ordinary Shares as a
result of the vesting of an Award or upon any other event that would subject
the holder of an Award to taxation, the Company shall have the right to require
the holder to pay an amount in cash or to retain or sell without notice, or to
demand surrender of, Ordinary Shares that have a value sufficient to cover any
tax, including, without limitation, any United States Federal, state or local
income tax, required by any governmental entity to be withheld or otherwise
deducted and paid with respect to such transfer (“Withholding Tax”), and
to make payment (or to reimburse itself for payment made) to the appropriate
taxing authority of an amount in cash equal to the amount of such Withholding
Tax, remitting any balance to such holder. The holder of an Award shall be
entitled to satisfy the obligation to pay any Withholding Tax, in whole or in
part, by providing the Company with funds sufficient to enable the Company to
pay such Withholding Tax or by having the Company retain Ordinary Shares
otherwise deliverable in respect of such Award, or accept upon delivery thereof
Ordinary Shares (other than unvested Restricted Shares) held by the holder for
at least six months and one day, that have a value sufficient to cover the
amount of such Withholding Tax. Each election by such holder to have Ordinary
Shares retained or to deliver Ordinary Shares for this purpose shall be subject
to the following restrictions:  (a) the election must be in
writing and made on or prior to the date that the amount of the Withholding Tax
is to be determined; and (b) the election shall be subject to the
disapproval of the Committee. The obligations of the Company under the Plan
shall be conditional on such payment or arrangements being made to the
satisfaction of the Committee.


 


SECTION 14.  Effect
of Certain Changes.  (a)  In the event that the
Committee determines that any dividend or other distribution (whether in the
form of cash, Ordinary Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of
Ordinary Shares or other securities of the Company, issuance of warrants or
other rights to purchase Ordinary Shares or other securities of the Company,
other similar corporate transaction or event (including, without limitation, a
Change of Control), change in applicable rule, ruling, regulation or other
requirement of any governmental body or securities exchange, accounting principles
or law, or other unusual or nonrecurring event affects the Company, any of its
Subsidiaries, the financial statements of the Company or any of its
Subsidiaries, or Ordinary Shares such that an adjustment is determined by the
Committee in its discretion to be appropriate or desirable, then the Committee
may make any such adjustment, which may include, without limitation,
(i) adjusting any or all of (A) the aggregate number of Ordinary
Shares or other securities of the Company (or number and kind of other
securities or property) with respect to which Awards may be granted under the
Plan, as provided in Section 4, (B) the number of Ordinary Shares or
other securities of the Company (or number and kind of other securities or
property) subject to outstanding Awards and (C) the exercise


 


11

















 


price or base price with respect to any Option or Exercisable Other
Stock-Based Award; provided, however, that any fractional shares
resulting from any such adjustment may be eliminated, and/or
(ii) canceling outstanding Awards in exchange for a cash payment in an
amount equal to the excess, if any, of the Fair Market Value of the number of
Ordinary Shares subject to or underlying such Awards over the aggregate
exercise price (or applicable base price), if any, of such Awards (it being
understood that, if there is no such excess, then such Awards may be canceled
without any payment or consideration therefor).


 


(b)  Awards
may, in the discretion of the Committee, be granted under the Plan in
assumption of, or in substitution for, outstanding awards previously granted by
the Company or its Subsidiaries or a company acquired by the Company or with
which the Company combines (or a Subsidiary or parent corporation of such
company) in connection with a corporate merger, consolidation, acquisition of
assets or stock, reorganization, liquidation or otherwise (“Substitute
Awards”). The number of Ordinary Shares underlying any Substitute Awards
shall be counted against the aggregate number of Ordinary Shares available for
Awards under the Plan; provided, however, that Substitute Awards
issued in connection with the assumption of, or in substitution for,
outstanding awards previously granted by an entity that is acquired by the
Company or any of its Affiliates through a corporate merger or acquisition of
assets or stock shall not be counted against the aggregate number of Ordinary
Shares available for Awards under the Plan; provided further, however,
that Substitute Awards issued in connection with the assumption of, or in
substitution for, outstanding stock options intended to qualify for special tax
treatment under Sections 421 and 422 of the Code that were previously granted
by an entity that is acquired by the Company or any of its Affiliates through a
corporate merger or acquisition of assets or stock shall be counted against the
aggregate number of Ordinary Shares available for Incentive Stock Options under
the Plan. In the event that a written agreement pursuant to which such a
corporate transaction is completed is approved by the Board and such agreement
sets forth the terms and conditions of the substitution for or assumption of
outstanding equity or equity-based awards of the acquired corporation, such
terms and conditions shall be deemed to be the action of the Committee
hereunder without any further action by the Committee and the Persons holding
such awards shall be deemed to be participants in the Plan; provided, however,
that the Committee may, to the extent applicable, take any further action with
respect to such awards as may be necessary in connection with Rule 16b-3
under the Exchange Act to qualify such Substitute Awards for the favorable
treatment intended to be afforded by Rule 16b-3 under the Exchange Act.


 


(c)  Nothing
in the Plan or any Award agreement shall be construed as limiting or preventing
the Company or any of its Affiliates from taking any action with respect to the
operation and conduct of their business that they deem appropriate or in their
best interests, including, without limitation, any or all adjustments,
recapitalizations, reorganizations, exchanges or other changes in the capital
structure of the Company or any of its Affiliates, any merger or consolidation
of the Company or any of its Affiliates, any issuance of Ordinary Shares or
other securities or subscription rights thereto, any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting


 


12

















 


the Ordinary Shares or other securities or the rights thereof, any
dissolution or liquidation of the Company or any of its Affiliates, any sale or
transfer of all or any part of the assets or business of the Company or any of
its Affiliates, or any other corporate act or proceeding, whether of a similar
character or otherwise.


 


(d)  In
the event of a change in the Ordinary Shares of the Company as presently
constituted, the shares resulting from any such change shall be deemed to be
the Ordinary Shares within the meaning of the Plan.


 


(e)  To
the extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustment shall be made by the Committee, whose determination in
that respect shall be final, binding and conclusive.


 


SECTION 15. Nonexclusive
Plan.  Neither the adoption of the Plan by the Board nor the
submission of the Plan to the shareholders of the Company for approval shall be
construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable only in
specific cases.


 


SECTION 16.  Restrictions
on Transfers.  Awards may not be transferred other than by will
or by the laws of descent and distribution; provided, however,
that, subject to the approval of the Committee, Nonqualified Stock Options and
Restricted Shares may be transferred or assigned by a participant to (a) a
trust with respect to which such participant or a member of his or her family
is a beneficiary or (b) a corporation or other entity with respect to
which the participant holds directly or indirectly more than 50% of the
outstanding common stock or other equity interests. All vesting and forfeiture
provisions shall continue to apply with respect to any Nonqualified Stock
Options and Restricted Shares that are transferred in accordance with this
Section 16 to the same extent that such provisions would have been applicable
in the absence of any transfer. During a participant’s lifetime, Options
granted to a participant may be exercised only by the participant, by his or
her guardian or legal representative or by a transferee specified in this
Section 16. Any purported transfer or assignment of an Award inconsistent with
the foregoing restrictions shall cause the Award to terminate.


 


SECTION 17.  Securities
Laws; Other Laws.  The obligation of the Company to offer, sell
and deliver shares with respect to Awards granted hereunder and the
exercisability of Awards shall be subject to all applicable laws, rules and
regulations, including, without limitation, all applicable United States
Federal and state securities laws, the availability of exemptions from the
registration requirements of such United States Federal and state securities
laws, and the obtaining of all approvals by governmental authorities as may be
deemed necessary or appropriate by the Committee. In no event shall the Company
be obligated to register shares under United States Federal or state securities
laws, to comply with the requirements of any exemption from registration
requirements or to take any other action that may be required in order to
permit, or to remove any prohibition or limitation on, the issuance of shares
pursuant to


 


13

















 


Awards granted hereunder which may be imposed by any applicable law,
rule or regulation. Notwithstanding anything to the contrary in the Plan or any
Award agreement, the Committee may revoke any Award if it is contrary to law or
modify any Award to bring it into compliance with any applicable laws or
regulations. The Committee may impose such other terms, conditions, and
restrictions upon any Award, including any Award theretofore granted, that the
Committee concludes, in its absolute discretion, are necessary or desirable to
ensure compliance with any applicable law, regulation or rule. Certificates for
Ordinary Shares issued under the Plan may be legended as the Committee shall
deem appropriate.


 


SECTION 18.  No
Employment Rights.  The adoption of this Plan and the grant of
Awards shall not confer upon any participant any right to continued employment
in any capacity with the Company or any of its Subsidiaries.


 


SECTION 19.  No
Impact on Benefits.  Awards granted under the Plan shall not be
treated as compensation for purposes of calculating an employee’s rights under
any employee benefit plan, except to the extent expressly provided in any such
plan.


 


SECTION 20.  Severability.  If
any provision of the Plan or any Award granted hereunder is, becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any
Person or Award, or would disqualify the Plan or any Award under any law, rule,
ruling, regulation or other requirement deemed applicable by the Committee,
(a) in the case of a provision that is held to be void or to constitute an
unreasonable restriction against the participant, such provision shall not be
rendered void but shall be deemed to be modified to the minimum extent
necessary to make such provision enforceable for the longest duration and the
greatest scope as such court may determine constitutes a reasonable restriction
under the circumstances and (b) in the case of any other provision, such
provision shall be construed or deemed amended to conform to the applicable
law, rule, ruling, regulation or other requirement or, if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction, Person or Award and, in any event, the
remainder of the Plan and any such Award shall remain in full force and effect.


 


SECTION 21.  Indemnification.  No
member of the Board, the Committee or any employee of the Company or its
Subsidiaries (each such person, a “Covered Person”) shall be liable for
any action taken or omitted to be taken or any determination made in good faith
with respect to the Plan or any Award hereunder. Each Covered Person shall be
indemnified and held harmless by the Company from and against (a) any
loss, cost, liability or expense (including attorneys’ fees) that may be
imposed upon or incurred by such Covered Person in connection with, based upon
or arising or resulting from any claim, action, suit or proceeding to which
such Covered Person may be a party or in which such Covered Person may be
involved by reason of any action taken or omitted to be taken under or in
connection with the Plan or any Award and (b) any and all amounts paid by
such Covered Person, with the Company’s approval, in settlement


 


14

















 


thereof, or paid by such Covered Person in satisfaction of any judgment
in any such action, suit or proceeding against such Covered Person; provided
that the Company shall have the right, at its own expense, to assume and defend
against any such claim, action, suit or proceeding, and, once the Company gives
notice of its intent to assume the defense, the Company shall have sole control
over such defense with counsel of the Company’s choice. The foregoing right of
indemnification shall not be available to a Covered Person to the extent that a
court of competent jurisdiction in a final judgment or other final adjudication,
in either case not subject to further appeal, determines that the acts or
omissions of such Covered Person giving rise to the indemnification claim
resulted from such Covered Person’s bad faith, fraud or willful criminal act or
omission or that such right of indemnification is otherwise prohibited by law
or by the Company’s Amended and Restated Articles of Association or Memorandum
of Association. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which Covered Persons may be entitled
under the Company’s Amended and Restated Articles of Association or Memorandum
of Association, as a matter of law, or otherwise, or any other power that the
Company may have to indemnify such persons or hold them harmless.


 


SECTION 22.  Income
Taxes and Deferred Compensation.  Participants
are solely responsible and liable for the satisfaction of all taxes and
penalties that may arise in connection with Awards (including any taxes arising
under Section 409A of the Code), and the Company shall not have any obligation
to indemnify or otherwise hold any participant harmless from any or all of such
taxes. The Committee shall have the discretion to organize any deferral
program, to require deferral election forms, and to grant or to unilaterally
modify any Award in a manner that (a) conforms with the requirements of Section
409A of the Code, (b) voids any participant election to the extent it would
violate Section 409A of the Code and (c) for any distribution event or election
that could be expected to violate Section 409A of the Code, make the
distribution only upon the earliest of the first to occur of a “permissible
distribution event” within the meaning of Section 409A of the Code, or a
distribution event that the participant elects in accordance with Section 409A
of the Code. The Committee shall have the sole discretion to interpret the
requirements of the Code, including Section 409A, for purposes of the Plan and
all Awards.


 


SECTION 23.  GOVERNING
LAW.  THE PLAN AND ANY AWARDS GRANTED HEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF THE
BAHAMAS, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.


 


SECTION 24.  Amendment
or Discontinuance.  Subject to any government regulation and to
any applicable rules of the New York Stock Exchange or any successor exchange
on which the Ordinary Shares may be listed, the Plan may be amended, modified
or terminated by the Board without the approval of the shareholders of the
Company except that shareholder approval shall be required for any amendment
that would (a) increase the maximum number of Ordinary Shares for which
Awards may be granted under the Plan or increase the maximum number of Ordinary
Shares that may


 


15

















 


be delivered pursuant to Incentive Stock Options granted under the
Plan; provided, however, that any adjustment under
Section 14(a) shall not be an increase for purposes of this
Section 24 or (b) change the class of employees or other individuals
eligible to participate in the Plan. No modification, amendment or termination
of the Plan may, without the consent of the participant to whom any Award shall
theretofore have been granted, adversely affect the rights of such participant (or
his or her transferee) under such Award, unless otherwise provided by the
Committee in the applicable Award agreement.


 


SECTION 25.  Notices.  All notices, claims, certificates, requests, demands
and other communications hereunder shall be in writing and shall be deemed to
have been duly given and delivered if personally delivered or if sent by
nationally recognized overnight courier, by telecopy or by registered or
certified mail, return receipt requested and postage prepaid, addressed as
follows:


 


(a)   if
to the Company:


 


Kerzner
International Limited

Stock Award Administration

1000 South Pine Island Road

Plantation, FL 33024

Telecopy:   (954) 809-2310

Attention:  Human Resources


 


(b)   if
to the participant, to such participant’s address as most recently supplied to
the Company and set forth in the Company’s records;


 


or to such
other address as the party to whom notice is to be given may have furnished to
the other party in writing in accordance herewith. Any such notice or
communication shall be deemed to have been received (i) in the case of
personal delivery, on the date of such delivery (or if such date is not a
business day, on the next business day after the date sent), (ii) in the
case of nationally-recognized overnight courier, on the next business day after
the date sent, (iii) in the case of telecopy transmission, when received
(or if not sent on a business day, on the next business day after the date
sent), and (iv) in the case of mailing, on the third business day
following the date on which the piece of mail containing such communication is
posted.


 


SECTION 26.  Headings.  The
headings contained in this Plan are for reference purposes only and shall not
affect the meaning or interpretation of this Plan.


 


SECTION 27.  Successors
and Assigns.  This Plan shall inure to the benefit of and be
binding upon each successor and assign of the Company. All obligations imposed
upon a participant, and all rights granted to the Company hereunder, shall be
binding upon the participant’s heirs, legal representatives and successors.


 


SECTION 28.  Effect
of Plan.  Neither the adoption of the Plan nor any action of the
Board or Committee shall be deemed to give any director, officer, employee


 


16

















 


or consultant any right to be granted any Awards hereunder except as
may be evidenced by an Award agreement, or any amendment thereto, duly
authorized by the Committee and executed on behalf of the Company, and then
only to the extent and on the terms and conditions expressly set forth therein.


 


SECTION 29.  Term.  Unless
sooner terminated by action of the Board, the right to grant Awards under this
Plan shall terminate ten years from the date of adoption of the Plan. The
Committee may not grant Awards under the Plan after that date, but Awards
granted before that date will continue to be effective in accordance with their
terms and the terms of the Plan.


 


SECTION 30.  Effectiveness.  The
Plan shall take effect upon its adoption by the Board; provided, however,
that no Incentive Stock Options may be granted under the Plan unless the Plan
is approved by the Company’s shareholders within twelve (12) months before
or after the date it is adopted by the Board.


 


SECTION 31.  Definitions.  For
the purposes of this Plan, unless the context requires otherwise, the following
terms shall have the meanings indicated:


 


“Affiliate”
of a Person means any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person (excluding any
trustee under, or any committee with responsibility for administering, any
plan).


 


“Award”
means, collectively, Options, Restricted Shares and Other Stock-Based Awards
granted under the Plan.


 


“Board”
means the board of directors of the Company.


 


“Cause”
shall have the meaning provided in the applicable Award agreement.


 


“Change of
Control” means the occurrence of any one of the following events:


 


(a)
any “person” (as such term is defined in Section 3(a)(9) of the Exchange
Act, and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company’s then
outstanding securities eligible to vote for the election of the Board (the “Company
Voting Securities”); provided, however, that the event
described in this paragraph (a) shall not be deemed to be a Change of
Control if such event results from any of the
following:  (i) the acquisition of Company Voting Securities by
the Company or any of its Subsidiaries, (ii) the acquisition of Company
Voting Securities by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Subsidiaries, (iii) the
acquisition of Company Voting Securities by


 


17

















 


any underwriter temporarily holding securities
pursuant to an offering of such securities or (iv) the acquisition of
Company Voting Securities pursuant to a Non-Qualifying Transaction (as defined
in paragraph (c) below); provided further, however, that a
Change of Control shall be deemed not to have occurred solely as a result of
(x) two or more persons who as of the date hereof are beneficial owners of Company
Voting Securities or (y) one or more persons who as of the date hereof are
beneficial owners of Company Voting Securities together with one or more
persons who as of the date hereof are not beneficial owners of Company Voting
Securities, being treated as a single person (under Section 3(a)(9),
13(d)(3) or 14(d)(2) of the Exchange Act) for purposes of this
paragraph (a) unless, in either such case, (A) such persons
consummate a “going private” transaction (as determined by the Incumbent
Directors (as defined in paragraph (b) below) in their sole discretion) or
(B) an event described in paragraph (b) or (c) below otherwise
occurs;


 


(b)
individuals who, as of the date on which the Plan is adopted by the Board,
constitute the Board (the “Incumbent Directors”) cease for any reason to
constitute at least a majority of the Board without the approval of the
Incumbent Directors; provided, however, that any individual
becoming a director subsequent to the date on which the Plan is adopted by the
Board, whose election or nomination for election was approved (either by a
specific vote or by approval of the proxy statement of the Company in which
such individual is named as a nominee for director, without written objection
to such nomination) by a vote of at least a majority of the directors who were,
as of the date of such approval, Incumbent Directors, shall be an Incumbent
Director; provided further, however, that no individual initially
appointed, elected or nominated as a director of the Company as a result of an
actual or threatened election contest with respect to the election or removal
of directors or as a result of any other actual or threatened solicitation of
proxies or consents by or on behalf of any person other than the Board shall be
an Incumbent Director;


 


(c)
the consummation of a Reorganization or a Sale, unless, immediately following
such Reorganization or Sale:  (i) more
than 50% of the total voting power (in respect of the election of directors, or
similar officials in the case of an entity other than a corporation) of
(A) the entity resulting from such Reorganization, or the entity which has
acquired all or substantially all the Company’s assets (in either case, the “Surviving
Entity”), or (B) if applicable, the ultimate parent entity that
directly or indirectly has beneficial ownership of more than 50% of the total
voting power (in respect of the election of directors, or similar officials in
the case of an entity other than a corporation) of the Surviving Entity (the “Parent
Entity”), is represented by Company Voting Securities that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is
represented by shares into which such Company Voting Securities were converted
pursuant to such Reorganization or Sale), (ii) no person (other than any
employee benefit plan (or related trust) sponsored or maintained by the
Surviving Entity or the Parent Entity) is or becomes the beneficial owner,
directly


 


18

















 


or indirectly, of 50% or more of the total voting
power in respect of the election of directors (or similar officials in the case
of an entity other than a corporation) of the outstanding voting securities of
the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and
(iii) at least a majority of the members of the board of directors (or
similar officials in the case of an entity other than a corporation) of the
Parent Entity (or, if there is no Parent Entity, the Surviving Entity)
following the consummation of the Reorganization or Sale were Incumbent
Directors at the time of the approval by the Board of the execution of the
initial agreement providing for such Reorganization or Sale or, in the absence
of such an agreement, at the time at which approval of the Board was obtained
for such Reorganization or Sale (any Reorganization or Sale that satisfies all
the criteria specified in the foregoing clauses (i), (ii) and (iii) shall be
deemed to be a “Non-Qualifying Transaction”); or


 


(d)
the shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company.


 


Notwithstanding
the foregoing, if any person becomes the beneficial owner of 50% or more of the
combined voting power of Company Voting Securities solely as a result of the
acquisition of Company Voting Securities by the Company which reduces the
number of Company Voting Securities outstanding, such increased percentage of
beneficial ownership shall be deemed not to result in a Change of Control; provided,
however, that if such person subsequently becomes the beneficial owner
of additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, a
Change of Control shall then be deemed to occur.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended, and all
rules and regulations promulgated thereunder.


 


“Committee”
means the committee of two or more directors designated by the Board to operate
and administer the Plan (or, in the absence of any such designation, means the
Board). To the extent the Committee has delegated authority pursuant to
Section 2(d) of the Plan, references to the Committee shall be deemed to
refer to the person to whom such authority has been delegated, as the context
may require.


 


“Company”
means Kerzner International Limited, a corporation organized under the laws of
the Commonwealth of the Bahamas.


 


“Disability”
means a mental or physical illness that entitles the participant to receive
benefits under the long-term disability plan of the Company or an Affiliate
provided the participant remains totally disabled for six (6) consecutive
months. If the participant is not covered by such a plan, Disability shall be
defined by reference to the Company’s long-term disability plan as if such plan
applied to the participant.


 


“Dividend
Equivalent” has the meaning given such term in Section 10(b) of the
Plan.


 


19

















 


“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended,
and all rules and regulations promulgated thereunder.


 


“Exercisable
Other Stock-Based Award” has the meaning given such term in
Section 11(l) of the Plan.


 


“Fair
Market Value” means, as of any date, the closing price per Ordinary Share
on the New York Stock Exchange on such date (or, if such date is not a trading
day on the New York Stock Exchange, on the next preceding trading day) or, if
the Ordinary Shares are not listed on the New York Stock Exchange, the closing
price per Ordinary Share on the principal national securities exchange on which
the Ordinary Shares are listed (or, if such date is not a trading day on such
exchange, on the next preceding trading day) or, in all other cases, such value
as determined by the Committee in good faith.


 


“Incentive
Stock Option” means an option to acquire Ordinary Shares granted pursuant
to the Plan, which option is intended to qualify as an “incentive stock option”
within the meaning of Section 422(b) of the Code and which is so
designated in the applicable Award agreement.


 


“Nonqualified
Stock Option” means any option to acquire Ordinary Shares granted pursuant
to the Plan, other than an Incentive Stock Option.


 


“Option”
means an Incentive Stock Option, a Nonqualified Stock Option or both, as the
context requires.


 


“Ordinary
Shares” means the ordinary shares, par value U.S.$ 0.001 per share, of the
Company which the Company is currently authorized to issue or may in the future
be authorized to issue, provided that any such future authorized ordinary
shares of the Company either do not vary from the currently authorized ordinary
shares of the Company or vary only in amount of par value.


 


“Other
Stock-Based Award” means an award granted under Section 10 of the
Plan.


 


“Plan”
means this Kerzner International Limited 2005 Stock Incentive Plan, as amended
from time to time.


 


“Person”
means any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated organization, government or political
subdivision thereof or other entity.


 


“Qualifying
Termination” means:


 


(a)
the termination by the Company of the participant’s employment other than for
Cause and other than due to the participant’s death or Disability; or


 


20

















 


(b)
the termination by the participant of the participant’s employment following
the occurrence, without the participant’s express written consent, of any of
the following acts by the Company, or failures by the Company to act, unless,
in the case of any act or failure to act described in paragraph (iii)
below, such act or failure to act is corrected within ten days following
the notice of termination given by the participant in respect thereof:


 


(i)
a material reduction by the Company in the participant’s annual base salary and/or
the level of the participant’s entitlement under the Company’s annual bonus
plan;


 


(ii)
the Company’s requiring the participant to be based at any location beyond 50
miles of the location of such participant’s then current principal place of
employment, except for required travel on the Company’s business to an extent
substantially consistent with the participant’s duties and responsibilities;


 


(iii)
(A) the failure by the Company to continue to provide the participant with
benefits not materially less favorable in the aggregate than those then
currently enjoyed by the participant under any of the Company’s compensation,
pension, savings, life insurance, medical, health and accident, or disability
plans, (B) the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the participant of
any material fringe benefit then currently enjoyed by the participant (without
otherwise providing the participant with a substantially equivalent replacement
benefit or cash equivalent), or (C) the failure by the Company to provide
the participant with the number of paid vacation days to which the participant
is entitled on the basis of years of service with the Company in accordance
with the Company’s vacation policy.


 


The
participant’s right to terminate the participant’s employment under the
preceding clause (b) shall not be affected by the participant’s incapacity
due to physical or mental illness. The participant will be deemed to have
waived his or her rights to claim a Qualifying Termination relating to
circumstances described in the preceding clause (b) if he or she has not
provided to the Company a written notice of termination within ninety
(90) days following his or her knowledge of such circumstances.


 


“Reorganization”
means a merger, consolidation, statutory share exchange or similar form of
corporate transaction involving (a) the Company or (b) any of its
wholly owned Subsidiaries, but in the case of this clause (b), only if
Company Voting Securities are issued or issuable, unless, in the case of either
clause (a) or clause (b), the Committee determines, in its sole discretion,
that, immediately prior to the consummation of such transaction, the primary
party thereto, other than the Company and any of its Subsidiaries, directly or
indirectly, controlled, was controlled by or was under common control with the
Company.


 


21

















 


“Restricted
Share” means an Ordinary Share subject to such restrictions as the Committee
may determine from time to time.


 


“Restriction
Period” has the meaning given such term in Section 9(b) of the Plan.


 


“Retained
Distribution” has the meaning given such term in Section 9(b) of the
Plan.


 


“Retirement”
has the meaning given such term in Section 11(d) of the Plan.


 


“Sale”
means the sale or disposition of all or substantially all the assets of the
Company, unless the Committee determines, in its sole discretion, that,
immediately prior to such acquisition, the entity acquiring such assets,
directly or indirectly, controlled, was controlled by or was under common
control with the Company.


 


“Subsidiary”
of any Person means another Person, an amount of the voting securities, other
voting ownership or voting partnership interests of which is sufficient to
elect at least a majority of its board of directors or other governing body
(or, if there are no such voting interests, 50% or more of the equity interests
of which) is owned directly or indirectly by such first Person or by another
Subsidiary of such first Person. The term “Subsidiaries” means more than one of
any such Persons.


 


“Substitute
Awards” has the meaning given such term in Section 14(b) of the Plan.


 


“Withholding
Tax” has the meaning given such term in Section 13 of the Plan.


 


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