exv10w17






Exhibit 10.17




REDGATE MEDIA GROUP

2010 STOCK INCENTIVE PLAN





			
	1.	 	PURPOSE OF PLAN






	 	 	The purpose of the Redgate Media Group 2010 Stock Incentive Plan (this “Plan”) is to
promote the success of the Corporation and to increase shareholder value by providing an
additional means through the grant of awards to attract, motivate, retain and reward
selected employees and other eligible persons of the Group. As used herein, “Corporation”
means Redgate Media Group, an exempted company incorporated under the laws of the Cayman
Islands; “Subsidiary” means any corporation or other entity (a) a majority of whose
outstanding voting stock or voting power is beneficially owned directly or indirectly by
the Corporation, (b) in which the Corporation has a variable interest or (c) a majority of
whose outstanding voting stock or voting power is beneficially owned directly or indirectly
by a corporation or entity in which the Corporation has a variable interest; “Group” means
the Corporation and its Subsidiaries, collectively; and “Board” means the Board of
Directors of the Corporation.






			
	2.	 	ELIGIBILITY






	 	 	The Administrator (as such term is defined in Section 3.1) may grant awards under his Plan
only to those persons that the Administrator determines to be Eligible Persons. An
“Eligible Person” is any person who is either: (a) an officer (whether or not a director)
or employee of the Group; (b) a director of any member of the Group; or (c) an individual
consultant or advisor who renders or has rendered bona fide services (other than services
in connection with the offering or sale of securities of the Corporation in a
capital-raising transaction or as a market maker or promoter of the Corporation’s
securities) to the Corporation and who is selected to participate in this Plan by the
Administrator. Notwithstanding the foregoing, a person who is otherwise an Eligible Person
under clause (c) above may participate in this Plan only if such participation would not
compromise the Corporation’s ability to rely on Rule 701 to exempt from registration under
the United States Securities Act of 1933, as amended (the “Securities Act”), or use Form
S-8 to register under the Securities Act, the offering and sale of securities issuable
under this Plan by the Corporation or the Corporation’s compliance with any other
applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if
otherwise eligible, be granted additional awards if the Administrator shall so determine.






			
	3.	 	PLAN ADMINISTRATION






	 	3.1	 	The Administrator. This Plan shall be administered by and all awards under
this Plan shall be authorized by the Administrator. The “Administrator” means the
Board or one or more committees appointed by the Board or another committee (within
its delegated authority) to administer all or certain aspects of this Plan. Any such
committee shall be comprised solely of one or more directors or such number of
directors as may be required under applicable law. A committee may delegate some or
all of its authority to another committee so constituted. Unless otherwise provided in
the Memorandum and Articles of Association of the Corporation, as amended, or the
applicable charter of any Administrator: (a) a majority of the members of the acting
Administrator shall constitute a quorum; and (b) the vote of a majority of the members
present assuming the presence of a quorum or the unanimous written consent of the
members of the Administrator shall constitute action by the acting Administrator. With
respect to awards intended to satisfy the requirements for performance-based
compensation (“Performance-Based Awards”) under




 









 






	 	 	 	Section 162(m) of the United States Internal Revenue Code of 1986, as amended (the
“Code”), this Plan shall be administered by a committee consisting solely of two or
more outside directors (as this requirement is applied under Section 162(m) of the
Code); provided, however, that the failure to satisfy such requirement shall not
affect the validity of the action of any committee otherwise duly authorized and
acting in the matter. To the extent required by any applicable listing agency, this
Plan shall be administered by a committee composed entirely of independent
directors (within the meaning of the applicable listing agency).






	 	3.2	 	Powers of the Administrator. Subject to the express provisions of this Plan,
the Administrator is authorized and empowered to do all things necessary or desirable
in connection with the authorization of awards and the administration of this Plan (in
the case of a committee, within the authority delegated to that committee or
person(s)), including, without limitation, the authority to:






	 	(a)	 	determine eligibility and, from among those persons
determined to be eligible, the particular Eligible Persons who will receive an
award under this Plan;
	 
	 	(b)	 	grant awards to Eligible Persons, determine the price at
which securities will be offered or awarded and the number of securities to be
offered or awarded to any of such persons, determine the other specific terms
and conditions of such awards consistent with the express limits of this Plan,
establish the installments (if any) in which such awards shall become
exercisable or shall vest (which may include, without limitation, performance
and/or time-based schedules), or determine that no delayed exercisability or
vesting is required, establish any applicable performance targets, and
establish the events of termination or reversion of such awards;
	 
	 	(c)	 	approve the forms of award agreements (which need not be
identical either as to type of award or among participants);
	 
	 	(d)	 	construe and interpret this Plan and any agreements defining
the rights and obligations of the Corporation and participants under this
Plan, further define the terms used in this Plan, and prescribe, amend and
rescind rules and regulations relating to the administration of this Plan or
the awards granted under this Plan;
	 
	 	(e)	 	cancel, modify, or waive the Corporation’s rights with
respect to, or modify, discontinue, suspend, or terminate any or all
outstanding awards, subject to any required consent under Section 8.6.5;
	 
	 	(f)	 	accelerate or extend the vesting or exercisability or extend
the term of any or all such outstanding awards (in the case of options or
stock appreciation rights, within the maximum ten-year term of such awards) in
such circumstances as the Administrator may deem appropriate (including,
without limitation, in connection with a termination of employment or services
or other events of a personal nature) subject to any required consent under
Section 8.6.5;
	 
	 	(g)	 	adjust the number of shares subject to any award, adjust the
price of any or all outstanding awards or otherwise change previously imposed
terms and conditions, in such circumstances as the Administrator may deem
appropriate, in each case subject to Sections 4 and 8.6, and provided that





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	 	 	 	in no case (except due to an adjustment contemplated by Section 7 or any
repricing that may be approved by shareholders) shall such an adjustment
constitute a repricing (by amendment, cancellation and regrant, exchange or
other means) of the per share exercise or base price of any option or stock
appreciation right to a price that is less than the fair market value of a
share (as adjusted pursuant to Section 7) on the date of the grant of the
initial award;
	 
	 	(h)	 	determine the date of grant of an award, which may be a
designated date after but not before the date of the Administrator’s action
(unless otherwise designated by the Administrator, the date of grant of an
award shall be the date upon which the Administrator took the action granting
an award);
	 
	 	(i)	 	determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof and authorize the termination,
conversion, substitution or succession of awards upon the occurrence of an
event of the type described in Section 7;
	 
	 	(j)	 	acquire or settle (subject to Sections 7 and 8.6) rights
under awards in cash, stock of equivalent value, or other consideration; and
	 
	 	(k)	 	determine the fair market value of the shares or awards under
this Plan from time to time and/or the manner in which such value will be
determined.






	 	3.3	 	Binding Determinations. Any action taken by, or inaction of, the
Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan
and within its authority hereunder or under applicable law shall be within the
absolute discretion of that entity or body and shall be conclusive and binding upon
all persons. Neither the Board nor any Board committee, nor any member thereof or
person acting at the direction thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with
this Plan (or any award made under this Plan), and all such persons shall be entitled
to indemnification and reimbursement by the Corporation in respect of any claim, loss,
damage or expense (including, without limitation, attorneys’ fees) arising or
resulting therefrom to the fullest extent permitted by law and/or under any directors
and officers liability insurance coverage that may be in effect from time to time.
	 
	 	3.4	 	Reliance on Experts. In making any determination or in taking or not taking
any action under this Plan, the Board or a committee, as the case may be, may obtain
and may rely upon the advice of experts, including employees and professional advisors
to the Corporation. No director, officer or agent of any member of the Group shall be
liable for any such action or determination taken or made or omitted in good faith.
	 
	 	3.5	 	Delegation. The Administrator may delegate ministerial, non-discretionary
functions to individuals who are officers or employees of any member of the Group or
to third parties.






			
	4.	 	COMMON SHARES SUBJECT TO THE PLAN; SHARE LIMITS






	 	4.1	 	Shares Available. Subject to the provisions of Section 7.1, the capital
stock that may be delivered under this Plan shall be shares of the Corporation’s
authorized





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	 	 	 	but unissued common shares (“Common Shares”). For purposes of this Plan, “Plan
Shares” shall mean the Common Shares of the Corporation and such other securities
or property as may become the subject of awards under this Plan, or may become
subject to such awards, pursuant to an adjustment made under Section 7.1.
	 
	 	4.2	 	Share Limits. The maximum aggregate number of Common Shares that may be
delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share
Limit”) is 400,000 Common Shares, plus an annual increase to be added on the first
business day of each calendar year beginning in 2011 and up to and including 2014
equal to 1% of the Corporation’s issued and outstanding Common Shares as of such date.
In addition:






	 	(a)	 	the maximum number of Common Shares subject to awards that
are granted during any single calendar year under this Plan (the “Annual Award
Cap”) is such number as equals 1% of the Corporation’s issued and outstanding
Common Shares as of the first business day of such calendar year;
	 
	 	(b)	 	to the extent that the number of Common Shares subject to
awards actually granted under this Plan in any of 2010, 2011, 2012, 2013 or
2014 is fewer than allowed under the relevant Annual Award Cap, awards may be
issued in the years 2015 through 2019 providing for the delivery of such
aggregate number of Common Shares as would equal the aggregate of the unused
portions of the Annual Awards Caps during 2010 through 2014; and
	 
	 	(c)	 	to the extent that awards are made under this Plan in forms
other than awards of stock options, the Annual Award Cap shall be reduced so
that the total accounting charge (under U.S. generally accepted accounting
principles) to the Corporation in any single year in which such awards are
made shall not be greater than it would have been if all awards made in that
year had been made in the form of stock options.






	 	 	 	Each of the foregoing numerical limits is subject to adjustment as contemplated by
Section 4.3, Section 7.1 and Section 8.10.






	 	4.3	 	Awards Settled in Cash; Reissue of Awards and Shares. To the extent that an
award is settled in cash or a form other than Plan Shares, the Plan Shares that would
have been delivered had there been no such cash or other settlement shall not be
counted against the Common Shares available for issuance under this Plan. In the event
that Plan Shares are delivered in respect of a dividend equivalent, stock appreciation
right, or other award, only the actual number of Plan Shares delivered with respect to
the award shall be counted against the share limits of this Plan. Plan Shares that
are subject to or underlie awards which expire or for any reason are cancelled,
terminated, forfeited, fail to vest, or for any other reason are not paid or delivered
under this Plan shall again be available for subsequent awards under this Plan. Plan
Shares that are exchanged by a participant or withheld by the Corporation as full or
partial payment in connection with any award under this Plan, as well as any Plan
Shares exchanged by a participant or withheld by the Group to satisfy the tax
withholding obligations related to any award under this Plan, shall be available for
subsequent awards under this Plan. Refer to Section 8.10 for application of the
foregoing share limits with respect to assumed awards. The foregoing adjustments to
the share limits of this Plan are subject to any applicable limitations under Section





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	 	 	 	162(m) of the Code with respect to awards intended as performance-based
compensation thereunder.
	 
	 	4.4	 	Reservation of Shares; Minimum Issue. The Corporation shall at all times
reserve a number of Common Shares sufficient to cover the Corporation’s obligations
and contingent obligations to deliver Plan Shares with respect to awards then
outstanding under this Plan (exclusive of any dividend equivalent obligations to the
extent the Corporation has the right to settle such rights in cash). No fewer than 200
Common Shares may be purchased on exercise of any award (or, in the case of stock
appreciation or purchase rights, no fewer than 200 rights may be exercised at any one
time) unless the total number purchased or exercised is the total number at the time
available for purchase or exercise under the award.






			
	5.	 	AWARDS






	 	5.1	 	Type and Form of Awards. The Administrator shall determine the type or types
of award(s) to be made to each selected Eligible Person. Awards may be granted
singly, in combination or in tandem. Awards also may be made in combination or in
tandem with, in replacement of, as alternatives to, or as the payment form for grants
or rights under any other employee or compensation plan of the Group. The types of
awards that may be granted under this Plan are:






5.1.1. Stock Options. A stock option is the grant of a right to purchase a
specified number of Plan Shares during a specified period as determined by the
Administrator. An option may be intended as an incentive stock option within the
meaning of Section 422 of the Code (an “ISO”) or a nonqualified stock option (an
option not intended to be an ISO). The award agreement for an option will indicate
if the option is intended as an ISO, otherwise it will be deemed to be a
nonqualified stock option. The maximum term of each option (ISO or nonqualified)
shall be ten (10) years. The per share exercise price for each option shall be not
less than 100% of the fair market value of a Plan Share on the date of grant of the
option, except as follows: (a) in the case of a stock option granted retroactively
in tandem with or as a substitution for another award, the per share exercise price
may be no lower than the fair market value of a Plan Share on the date such other
award was granted (to the extent consistent with Sections 422 and 424 of the Code
in the case of options intended as incentive stock options); and (b) in any other
circumstances, a nonqualified stock option may be granted with a per share exercise
price that is less than the fair market value of a Plan Share on the date of grant.
When an option is exercised, the exercise price for the Plan Shares to be purchased
shall be paid in full in cash or such other method permitted by the Administrator
consistent with Section 5.5.




5.1.2. Additional Rules Applicable to ISOs. To the extent that the aggregate fair
market value (determined at the time of grant of the applicable option) of stock
with respect to which ISOs first become exercisable by a participant in any
calendar year exceeds US$100,000, taking into account both Plan Shares subject to
ISOs under this Plan and stock subject to ISOs under all other plans of the Group
(or any parent or predecessor corporation to the extent required by and within the
meaning of Section 422 of the Code and the regulations promulgated thereunder),
such options shall be treated as nonqualified stock options. In reducing the number
of options treated as ISOs to meet the US$100,000 limit, the most recently granted
options shall be reduced first. To the extent a reduction of simultaneously granted
options is necessary to meet the US$100,000 limit, the Administrator may, in the
manner and to the extent permitted by law, designate which Plan Shares are to be
treated as shares acquired pursuant to the exercise of



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an ISO. ISOs may only be granted to employees of the Corporation or one of its
subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section
424(f) of the Code, which generally requires an unbroken chain of ownership of at
least 50% of the total combined voting power of all classes of stock of each
subsidiary in the chain beginning with the Corporation and ending with the
subsidiary in question). There shall be imposed in any award agreement relating to
ISOs such other terms and conditions as from time to time are required in order
that the option be an “incentive stock option” as that term is defined in Section
422 of the Code.




5.1.3. Stock Appreciation Rights. A stock appreciation right is a right to receive
a payment, in cash and/or Plan Shares, equal to the excess of the fair market value
of a specified number of Plan Shares on the date the stock appreciation right is
exercised over the fair market value of a Plan Share on the date the stock
appreciation right was granted (the “base price”) as set forth in the applicable
award agreement, except in the case of a stock appreciation right granted
retroactively in tandem with or as a substitution for another award, the base price
may be no lower than the fair market value of a Plan Share on the date such other
award was granted. The maximum term of a stock appreciation right shall be ten (10)
years. The Administrator may grant limited stock appreciation rights which are
exercisable only upon a change in control or other specified event and may be
payable based on the spread between the base price of the stock appreciation right
and the fair market value of a Plan Share during a specified period or at a
specified time within a specified period before, after or including the date of
such event.




5.1.4. Restricted Stock Units. A restricted stock unit is an unfunded and unsecured
promise of the Corporation to pay the grantee, on a specified future vesting date,
one Common Share for each restricted stock unit or, in the discretion of the
Administrator, a cash payment equal to the fair market value of such Common Share
as of the relevant vesting date. There may be imposed in any award agreement
relating to restricted stock units such other terms and conditions as the
Administrator shall determine in its discretion, subject to the provisions of this
Plan.




5.1.5. Other Awards. The other types of awards that may be granted under this Plan
include: (a) stock bonuses, restricted stock, performance stock, stock units,
phantom stock, dividend equivalents, or similar rights to purchase or acquire
shares, whether at a fixed or variable price or ratio related to the Plan Shares,
upon the passage of time, the occurrence of one or more events, or the satisfaction
of performance criteria or other conditions, or any combination thereof; (b) any
similar securities with a value derived from the value of or related to the Plan
Shares and/or returns thereon; or (c) cash awards granted consistent with Section
5.2 below.




	 	5.2	 	Section 162(m) Performance-Based Awards. Without limiting the generality of
the foregoing, any of the types of awards listed in Section 5.1.4 above may be, and
options and stock appreciation rights granted with an exercise or base price not less
than the fair market value of a Plan Share at the date of grant (“Qualifying Options”
and “Qualifying Stock Appreciation Rights,” respectively) typically will be, granted
as Performance-Based Awards. The grant, vesting, exercisability or payment of
Performance-Based Awards may depend (or, in the case of Qualifying Options or
Qualifying Stock Appreciation Rights, may also depend) on the degree of achievement of
one or more performance goals relative to a pre-established targeted level or level
using one or more of the




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	 	 	 	Business Criteria set forth below (on an absolute or relative basis) for the
Corporation on a consolidated basis or for one or more of the Corporation’s
subsidiaries, segments, divisions or business units, or any combination of the
foregoing. Any Qualifying Option or Qualifying Stock Appreciation Right shall be
subject only to the requirements of Section 5.2.1 and 5.2.3 in order for such award
to satisfy the requirements for “performance-based compensation” under Section
162(m) of the Code. Any other Performance-Based Award shall be subject to all of
the following provisions of this Section 5.2.






5.2.1. Class; Administrator. The eligible class of persons for Performance-Based
Awards under this Section 5.2 shall be officers and employees of any member of the
Group. The Administrator approving Performance-Based Awards or making any
certification required pursuant to Section 5.2.4 must be constituted as provided in
Section 3.1 for awards that are intended as performance-based compensation under
Section 162(m) of the Code.




5.2.2. Performance Goals. The specific performance goals for Performance-Based
Awards (other than Qualifying Options and Qualifying Stock Appreciation Rights)
shall be, on an absolute or relative basis, established based on one or more of the
following business criteria, or any business criteria as deemed appropriate by the
Administrator, (“Business Criteria”) as selected by the Administrator in its sole
discretion: EBITDA, earnings per share, cash flow (which means cash and cash
equivalents derived from either net cash flow from operations or net cash flow from
operations, financing and investing activities), total shareholder return, gross
revenue, revenue growth, operating income (before or after taxes), net earnings
(before or after interest, taxes, depreciation and/or amortization), return on
equity or on assets or on net investment, cost containment or reduction, or any
combination thereof. These terms are used as applied under generally accepted
accounting principles or in the Group’s financial reporting. To qualify awards as
performance-based under Section 162(m) of the Code, the applicable Business
Criterion (or Business Criteria, as the case may be) and specific performance goal
or goals (“targets”) must be established and approved by the Administrator during
the first 90 days of the performance period (and, in the case of performance
periods of less than one year, in no event more than 25% of the performance period
has elapsed) and while performance relating to such target(s) remains substantially
uncertain within the meaning of Section 162(m) of the Code. Performance targets
shall be adjusted to mitigate the unbudgeted impact of material, unusual or
nonrecurring gains and losses, accounting changes or other extraordinary events not
foreseen at the time the targets were set unless the Administrator provides
otherwise at the time of establishing the targets. The applicable performance
measurement period may not be less than three (3) months nor more than ten (10)
years.




5.2.3. Form of Payment; Maximum Performance-Based Award. Grants or awards under
this Section 5.2 may be paid in cash or Plan Shares or any combination thereof. The
maximum number of Common Shares which may be delivered pursuant to
Performance-Based Awards (other than Qualifying Options and Qualifying Stock
Appreciation Rights, and other than cash awards covered by the following sentence)
that are granted to any one participant in any one calendar year shall not exceed
1,000,000 shares, either individually or in the aggregate, subject to adjustment as
provided in Section 7.1. In addition, the aggregate amount of compensation to be
paid to any one participant in respect of all Performance-Based Awards payable only
in cash and not related to Common Shares and granted to that participant in any one
calendar year shall not exceed US$5,000,000. Awards that are cancelled during the
year shall be counted against



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these limits to the extent permitted by Section 162(m) of the Code.




5.2.4. Certification of Payment. Before any Performance-Based Award under this
Section 5.2 (other than Qualifying Options and Qualifying Stock Appreciation
Rights) is paid and to the extent required to qualify the award as
performance-based compensation within the meaning of Section 162(m) of the Code,
the Administrator must certify in writing that the performance target(s) and any
other material terms of the Performance-Based Award were in fact timely satisfied.




5.2.5. Reservation of Discretion. The Administrator will have the discretion to
determine the restrictions or other limitations of the individual awards granted
under this Section 5.2 including the authority to reduce awards, payouts or vesting
or to pay no awards, in its sole discretion, if the Administrator preserves such
authority at the time of grant by language to this effect in its authorizing
resolutions or otherwise.




5.2.6. Expiration of Grant Authority. As required pursuant to Section 162(m) of the
Code and the regulations promulgated thereunder, the Administrator’s authority to
grant new awards that are intended to qualify as performance-based compensation
within the meaning of Section 162(m) of the Code (other than Qualifying Options and
Qualifying Stock Appreciation Rights) shall terminate upon the first meeting of the
Corporation’s shareholders that occurs in the fifth (5th) year following
the year in which the Corporation’s shareholders first approve this Plan.




	 	5.3	 	Award Agreements. Each award shall be evidenced by a written award agreement
in the form approved by the Administrator and executed on behalf of the Corporation
and, if required by the Administrator, executed by the recipient of the award. The
Administrator may authorize any officer of the Corporation (other than the particular
award recipient) to execute any or all award agreements on behalf of the Corporation.
The award agreement shall set forth the material terms and conditions of the award as
established by the Administrator consistent with the express limitations of this Plan.
	 
	 	5.4	 	Deferrals and Settlements. Payment of awards may be in the form of cash, Plan
Shares, other awards or combinations thereof as the Administrator shall determine, and
with such restrictions as it may impose. The Administrator may also require or permit
participants to elect to defer the issuance of shares or the settlement of awards in
cash under such rules and procedures as it may establish under this Plan. The
Administrator may also provide that deferred settlements include the payment or
crediting of interest or other earnings on the deferral amounts, or the payment or
crediting of dividend equivalents where the deferred amounts are denominated in
shares.
	 
	 	5.5	 	Consideration for Plan Shares or Awards. The purchase price for any award
granted under this Plan or the Plan Shares to be delivered pursuant to an award, as
applicable, may be paid by means of any lawful consideration as determined by the
Administrator, including, without limitation, one or a combination of the following
methods:






	 	•	 	services rendered by the recipient of such award;
	 
	 	•	 	cash, check payable to the order of the Corporation, or electronic funds
transfer;




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	 	•	 	notice and third party payment in such manner as may be authorized by the
Administrator;
	 
	 	•	 	the delivery of previously owned Plan Shares;
	 
	 	•	 	by a reduction in the number of Plan Shares otherwise deliverable pursuant
to the award; or
	 
	 	•	 	subject to such procedures as the Administrator may adopt, pursuant to a
“cashless exercise” with a third party who provides financing for the purposes
of (or who otherwise facilitates) the purchase or exercise of awards.






	 	 	 	In no event shall any shares newly-issued by the Corporation be issued for less
than the minimum lawful consideration for such shares or for consideration other
than consideration permitted by applicable law. In the event that the Administrator
allows a participant to exercise an award by delivering Plan Shares previously
owned by such participant and unless otherwise expressly provided by the
Administrator, any shares delivered which were initially acquired by the
participant from the Corporation (upon exercise of a stock option or otherwise)
must have been owned by the participant at least six months as of the date of
delivery. Plan Shares used to satisfy the exercise price of an option shall be
valued at their fair market value on the date of exercise. The Corporation will not
be obligated to deliver any Plan Shares unless and until it receives full payment
of the exercise or purchase price therefor and any related withholding obligations
under Section 8.5 and any other conditions to exercise or purchase have been
satisfied. Unless otherwise expressly provided in the applicable award agreement,
the Administrator may at any time eliminate or limit a participant’s ability to pay
the purchase or exercise price of any award or shares by any method other than cash
payment to the Corporation.
	 
	 	5.6	 	Definition of Fair Market Value. For purposes of this Plan, “fair market
value” of one Plan Share on any date shall be (i) the closing sale price per share of
the depositary shares representing the Plan Shares (the “Depositary Shares”), as
adjusted to reflect the ratio of the Depositary Shares to the Plan Shares, during
normal trading hours on the U.S. national securities exchange on which the Depositary
Shares are principally traded for such date or the last preceding date on which there
was a sale of such Depositary Shares on such exchange or (ii) if the Depositary Shares
are then traded in an over-the-counter market in the United States, the average of the
closing bid and asked prices for the Depositary Shares, as adjusted to reflect the
ratio of the Depositary Shares to the Plan Shares, during normal trading hours in such
over-the-counter market for such date or the last preceding date on which there was a
sale of such Depositary Shares in such market, or (iii) if the Depositary Shares are
not then listed on a U.S. national securities exchange or traded in an
over-the-counter market in the United States, such value as the Administrator, in its
sole discretion, shall determine. The Administrator also may adopt a different
methodology for determining fair market value with respect to one or more awards if a
different methodology is necessary or advisable to secure any intended favorable tax,
legal or other treatment for the particular award(s) (for example, and without
limitation, the Administrator may provide that fair market value for purposes of one
or more awards will be based on an average of closing prices (or the average of high
and low daily trading prices) for a specified period preceding the relevant date).
Notwithstanding the foregoing, the fair market value of Plan Shares for purposes of
grants of ISOs shall be determined in compliance with applicable provisions of





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	 	 	 	the Code.
	 
	 	5.7	 	Transfer Restrictions.






5.7.1. Limitations on Exercise and Transfer. Unless otherwise expressly provided in
(or pursuant to) this Section 5.7, by applicable law and by the award agreement, as
the same may be amended, (a) all awards are non-transferable and shall not be
subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; (b) awards shall be exercised only by the
participant; and (c) amounts payable or shares issuable pursuant to any award shall
be delivered only to (or for the account of) the participant.




5.7.2. Exceptions. The Administrator may permit awards to be exercised by and paid
to certain persons or entities related to the participant, including but not
limited to members of the participant’s immediate family, trusts or other entities
controlled by or whose beneficiaries or beneficial owners are the participant
and/or members of the participant’s immediate family, pursuant to such conditions
and procedures, including limitations on subsequent transfers, as the Administrator
may establish. Consistent with Section 8.1, any permitted transfer shall be subject
to the condition that the Administrator receive evidence satisfactory to it that
the transfer (a) is being made for essentially donative, estate and/or tax planning
purposes on a gratuitous or donative basis and without consideration (other than
nominal consideration or in exchange for an interest in a qualified transferee),
and (b) will not compromise the Corporation’s ability to rely on Rule 701, or
register Plan Shares issuable under this Plan on Form S-8, under the Securities
Act. Notwithstanding the foregoing or anything in Section 5.7.3, ISOs and
restricted stock awards shall be subject to any and all additional transfer
restrictions under the Code to the extent necessary to maintain the intended tax
consequences of such awards.




5.7.3. Further Exceptions to Limits on Transfer. The exercise and transfer
restrictions in Section 5.7.1 shall not apply to:




	 	(a)	 	transfers to the Corporation,
	 
	 	(b)	 	the designation of a beneficiary to receive benefits in the
event of the participant’s death or, if the participant has died, transfers to
or exercise by the participant’s beneficiary, or, in the absence of a validly
designated beneficiary, transfers by will or the laws of descent and
distribution,
	 
	 	(c)	 	subject to any applicable limitations on ISOs, transfers to a
family member (or former family member) pursuant to a domestic relations order
if approved or ratified by the Administrator,
	 
	 	(d)	 	if the participant has suffered a disability, permitted
transfers or exercises on behalf of the participant by his or her legal
representative, or
	 
	 	(e)	 	the authorization by the Administrator of “cashless exercise”
procedures with third parties who provide financing for the purpose of (or who
otherwise facilitate) the exercise of awards consistent with applicable laws
and the express authorization of the Administrator.






			
	6.	 	EFFECT OF TERMINATION OF SERVICE ON AWARDS






	 	6.1	 	General. The Administrator shall establish the effect of a termination of




10









 












	 	 	 	employment or service on the rights and benefits under each award under this Plan
and in so doing may make distinctions based upon, inter alia, the cause of
termination and type of award. Notwithstanding the foregoing, unless the Board
expressly otherwise provides, if the participant is not an employee of any member
of the Group and provides other services to the Group, the Administrator shall be
the sole judge for purposes of this Plan (unless a contract or the award otherwise
provides) of whether the participant continues to render services to the Group and
the date, if any, upon which such services shall be deemed to have terminated.
Unless the Board otherwise expressly provides, (a) to the extent an outstanding
option granted under this Plan has not become vested and exercisable on the date
the participant’s employment by or service to the Group terminates, the option to
the extent unvested and unexercisable shall terminate, and (b) any shares subject
to a restricted stock award that remain subject to restrictions at the time the
participant’s employment by or service to the Group terminates shall not vest and
the Corporation shall have the right to reacquire any such unvested shares subject
to such award in such manner and on such terms as the Administrator provides, which
terms shall include return or repayment of the lower of the Fair Market Value or
the original purchase price of the restricted shares, without interest, to the
participant to the extent not prohibited by law.
	 
	 	6.2	 	Events Not Deemed Terminations of Service. Unless Group policy or the
Administrator otherwise provides, the employment relationship shall not be considered
terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave
of absence authorized by the Group or the Administrator; provided that unless
reemployment upon the expiration of such leave is guaranteed by contract or law, such
leave is for a period of not more than 90 days. In the case of any employee of any
member of the Group on an approved leave of absence, continued vesting of the award
while on leave from the employ of such member of the Group may be suspended until the
employee returns to service, unless the Administrator otherwise provides or applicable
law otherwise requires. In no event shall an award be exercised after the expiration
of the term set forth in the award agreement.
	 
	 	6.3	 	Effect of Change of Subsidiary Status. For purposes of this Plan and any
award, if an entity ceases to be a Subsidiary of the Corporation a termination of
employment or service shall be deemed to have occurred with respect to each Eligible
Person in respect of such Subsidiary who does not continue as an Eligible Person in
respect of another member of the Group after giving effect to the Subsidiary’s change
in status.






			
	7.	 	ADJUSTMENTS; ACCELERATION






	 	7.1	 	Adjustments. Upon or in contemplation of: (i) any reclassification,
recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split (each, a “stock split”); (ii) any merger,
combination, consolidation, or other reorganization; any spin-off, split-up, or
similar extraordinary dividend distribution in respect of the Plan Shares (whether in
the form of securities or property); or (iii) any exchange of Plan Shares or other
securities of the Corporation, or any similar, unusual or extraordinary corporate
transaction in respect of the Plan Shares; or a sale of all or substantially all the
business or assets of the Corporation as an entirety; then the Administrator shall, in
such manner, to such extent (if any) and at such time as it deems appropriate and
equitable in the circumstances:






	 	(a)	 	proportionately adjust any or all of (1) the number and type
of Plan





11









 











	 	 	 	Shares (or other securities) that thereafter may be made the subject of
awards (including the specific share limits, maximums and numbers of shares
set forth elsewhere in this Plan), (2) the number, amount and type of Plan
Shares (or other securities or property) subject to any or all outstanding
awards, (3) the grant, purchase, or exercise price (which term includes the
base price of any stock appreciation right or similar right) of any or all
outstanding awards, (4) the securities, cash or other property deliverable
upon exercise or payment of any outstanding awards, or (5) (subject to
Sections 7.7 and 8.8.3) the performance standards applicable to any
outstanding awards, or
	 
	 	(b)	 	make provision for a cash payment or for the assumption,
substitution or exchange of any or all outstanding share-based awards or the
cash, securities or property deliverable to the holder of any or all
outstanding share-based awards, based upon the distribution or consideration
payable to holders of the Plan Shares upon or in respect of such event.






	 	 	 	The Administrator may adopt such valuation methodologies for outstanding awards as
it deems reasonable in the event of a cash or property settlement and, in the case
of options, stock appreciation rights or similar rights, but without limitation on
other methodologies, may base such settlement solely upon the excess if any of the
per share amount payable upon or in respect of such event over the exercise or base
price of the award. With respect to any award of an ISO, the Administrator may make
such an adjustment that causes the option to cease to qualify as an ISO without the
consent of the affected participant. In any of such events, the Administrator may
take such action prior to such event to the extent that the Administrator deems the
action necessary to permit the participant to realize the benefits intended to be
conveyed with respect to the underlying shares in the same manner as is or will be
available to shareholders generally. In the case of any stock split or reverse
stock split, if no action is taken by the Administrator, the proportionate
adjustments contemplated by clause (a) above shall nevertheless be made.
	 
	 	7.2	 	Automatic Acceleration of Awards. Upon a dissolution of the Corporation or
other event described in Section 7.1 that the Corporation does not survive (or does
not survive as a public company in respect of its Common Shares), then each then
outstanding option and stock appreciation right shall become fully vested, all shares
of restricted stock then outstanding shall fully vest free of restrictions, and each
other award granted under this Plan that is then outstanding shall become payable to
the holder of such award; provided that such acceleration provision shall not apply,
unless otherwise expressly provided by the Administrator, with respect to any award to
the extent that the Administrator has made a provision for the substitution,
assumption, exchange or other continuation or settlement of the award, or the award
would otherwise continue in accordance with its terms, in the circumstances.
	 
	 	7.3	 	Possible Acceleration of Awards. Without limiting Section 7.2, in the event
of a Change in Control Event (as defined below), the Administrator may, in its
discretion, provide that any outstanding option or stock appreciation right shall
become fully vested, that any share of restricted stock then outstanding shall fully
vest free of restrictions, and that any other award granted under this Plan that is
then outstanding shall be payable to the holder of such award. The Administrator may
take such action with respect to all awards then outstanding or only with respect to
certain specific awards identified by the Administrator in the circumstances. For
purposes of this Plan, “Change in Control Event” means any




12









 












	 	 	 	of the following:






	 	(a)	 	The acquisition by any individual, entity or group (a
“Person” within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S.
Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%
or more of either (1) the then-outstanding Common Shares of the Corporation
(the “Outstanding Common Shares”) or (2) the combined voting power of the
then-outstanding voting securities of the Corporation entitled to vote
generally in the election of directors (the “Outstanding Voting Securities”);
provided, however, that, for purposes of this definition, the following
acquisitions shall not constitute a Change in Control Event; (A) any
acquisition directly from the Corporation, (B) any acquisition by the
Corporation, (C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or any affiliate of the
Corporation or a successor, or (D) any acquisition by any entity pursuant to a
transaction that complies with Sections 7.1 (c)(1), (2) and (3);
	 
	 	(b)	 	Individuals who, as of the Effective Date, constitute the
Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for
election by the Corporation’s shareholders, was approved by a vote of no less
than two-thirds of the directors then comprising the Incumbent Board
(including for these purposes, the new members whose election or nomination
was so approved, without counting the member and his predecessor twice) shall
be considered as though such individuals were a member of the Incumbent Board,
but excluding, for this purpose, any such individuals whose initial assumption
of office occur as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board;
	 
	 	(c)	 	Consummation of a reorganization, merger, statutory share
exchange or consolidation or similar corporate transaction involving the
Corporation or any of its Subsidiaries, a sale or other disposition of all or
substantially all of the assets of the Corporation, or the acquisition of
assets or stock of another entity by the Corporation or any of its
Subsidiaries (each, a “Business Combination”), in each case unless, following
such Business Combination, (1) all or substantially all of the individuals and
entities that were the beneficial owners of the Outstanding Common Shares and
the Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-Outstanding Common Shares and the combined voting power of the
then-Outstanding Voting Securities entitled to vote generally in the election
of directors, as the case may be, of the entity resulting from such Business
Combination (including, without limitation, an entity that, as a result of
such transaction, owns the Corporation or all or substantially all of the
Corporation’s assets directly or through one or more subsidiaries (a
“Parent”)) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Common
Shares and the Outstanding Voting Securities, as the case may be, (2) no
Person (excluding any entity resulting from such Business Combination or a
Parent or any employee benefit plan (or related trust) of





13









 











	 	 	 	the Corporation or such entity resulting from such Business Combination or
Parent) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then-Outstanding Common Shares of the entity resulting
from such Business Combination or the combined voting power of the
then-Outstanding Voting Securities of such entity, except to the extent
that the ownership in excess of 20% existed prior to the Business
Combination, and (3) at least a majority of the members of the board of
directors or trustees of the entity resulting from such Business
Combination or a Parent were members of the Incumbent Board at the time of
the execution of the initial agreement or of the action of the Board
providing for such Business Combination; or
	 
	 	(d)	 	Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation other than in the context of a
transaction that does not constitute a Change in Control Event under clause
(c) above.






	 	7.4	 	Early Termination of Awards. Any award that has been accelerated as required
or contemplated by Section 7.2 or 7.3 (or would have been so accelerated but for
Section 7.5, 7.6 or 7.7) shall terminate upon the related event referred to in Section
7.2 or 7.3, as applicable, subject to any provision that has been expressly made by
the Administrator, through a plan of reorganization or otherwise, for the survival,
substitution, assumption, exchange or other continuation or settlement of such award
and provided that, in the case of options and stock appreciation rights that will not
survive, be substituted for, assumed, exchanged, or otherwise continued or settled in
the transaction, the holder of such award shall be given reasonable advance notice of
the impending termination and a reasonable opportunity to exercise his or her
outstanding options and stock appreciation rights in accordance with their terms
before the termination of such awards (except that in no case shall more than ten
days’ notice of accelerated vesting and the impending termination be required and any
acceleration may be made contingent upon the actual occurrence of the event).
	 
	 	7.5	 	Other Acceleration Rules. Any acceleration of awards pursuant to this Section
7 shall comply with applicable legal requirements and, if necessary to accomplish the
purposes of the acceleration or if the circumstances require, may be deemed by the
Administrator to occur a limited period of time not greater than 30 days before the
event. Without limiting the generality of the foregoing, the Administrator may deem an
acceleration to occur immediately prior to the applicable event and/or reinstate the
original terms of an award if an event giving rise to an acceleration does not occur.
The Administrator may override the provisions of Section 7.2, 7.3, 7.4 and/or 7.6 by
express provision in the award agreement and may accord any Eligible Person a right to
refuse any acceleration, whether pursuant to the award agreement or otherwise, in such
circumstances as the Administrator may approve. The portion of any ISO accelerated in
connection with a Change in Control Event or any other action permitted hereunder
shall remain exercisable as an ISO only to the extent the applicable US$100,000
limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of
the option shall be exercisable as a nonqualified stock option under the Code.
	 
	 	7.6	 	Possible Rescission of Acceleration. If the vesting of an award has been
accelerated expressly in anticipation of an event or upon shareholder approval of an
event and the Administrator later determines that the event will not occur, the
Administrator may rescind the effect of the acceleration as to any then





14









 











	 	 	 	outstanding and unexercised or otherwise unvested awards.
	 
	 	7.7	 	Golden Parachute Limitation. Notwithstanding anything else contained in this
Section 7 to the contrary and to the extent the Group is subject to U.S. federal
income tax, in no event shall an award be accelerated under this Plan to an extent or
in a manner which would not be fully deductible by the Group for federal income tax
purposes because of Section 280G of the Code, nor shall any payment hereunder be
accelerated to the extent any portion of such accelerated payment would not be
deductible by the Group because of Section 280G of the Code. If a participant would be
entitled to benefits or payments hereunder and under any other plan or program that
would constitute “parachute payments” as defined in Section 280G of the Code, then the
participant may by written notice to the Corporation designate the order in which such
parachute payments will be reduced or modified so that the Group is not denied federal
income tax deductions for any “parachute payments” because of Section 280G of the
Code. Notwithstanding the foregoing, an employment or other agreement with the
participant may expressly provide for benefits in excess of amounts determined by
applying the foregoing Section 280G limitations.
	 
	 	7.8	 	Section 162(m) Limitations. To the extent limited by Section 162(m) of the
Code in the case of an award intended as performance-based compensation thereunder and
necessary to assure the deductibility of the compensation payable under the award, the
Administrator shall have no discretion under this Plan (a) to increase the amount of
compensation or the number of shares that would otherwise be due upon the attainment
of the applicable performance target or the exercise of the option or SAR, or (b) to
waive the achievement of any applicable performance goal as a condition to receiving a
benefit or right under the award.






			
	8.	 	OTHER PROVISIONS






	 	8.1	 	Compliance with Laws. This Plan, the granting and vesting of awards under
this Plan, the offer, issuance and delivery of Plan Shares, the acceptance of
promissory notes and/or the payment of money under this Plan or under awards are
subject to compliance with all applicable national, federal and state laws, rules and
regulations (including but not limited to state and federal securities law, federal
margin requirements) and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Group, be necessary or advisable
in connection therewith. The person acquiring any securities under this Plan will, if
requested by the Corporation, provide such assurances and representations to the
Corporation as the Administrator may deem necessary or desirable to assure compliance
with all applicable legal and accounting requirements.
	 
	 	8.2	 	Employment Status. No person shall have any claim or rights to be granted an
award (or additional awards, as the case may be) under this Plan, subject to any
express contractual rights (set forth in a document other than this Plan) to the
contrary.
	 
	 	8.3	 	No Employment/Service Contract. Nothing contained in this Plan (or in any
other documents under this Plan or in any award) shall confer upon any Eligible Person
or other participant any right to continue in the employ or other service of any
member of the Group, constitute any contract or agreement of employment or other
service or affect an employee’s status as an employee at will, nor shall interfere in
any way with the right of such member of the Group to change a person’s compensation
or other benefits, or to terminate his or her employment or





15









 











	 	 	 	other service, with or without cause. Nothing in this Section 8.3, however, is
intended to adversely affect any express independent right of such person under a
separate employment or service contract other than an award agreement.
	 
	 	8.4	 	Plan Not Funded. Awards payable under this Plan shall be payable in Plan
Shares or from the general assets of the Corporation, and no special or separate
reserve, fund or deposit shall be made to assure payment of such awards. No
participant, beneficiary or other person shall have any right, title or interest in
any fund or in any specific asset (including Plan Shares, except as expressly
otherwise provided) of any member of the Group by reason of any award hereunder.
Neither the provisions of this Plan (or of any related documents), nor the creation or
adoption of this Plan, nor any action taken pursuant to the provisions of this Plan
shall create, or be construed to create, a trust of any kind or a fiduciary
relationship between any member of the Group and any participant, beneficiary or other
person. To the extent that a participant, beneficiary or other person acquires a right
to receive payment pursuant to any award hereunder, such right shall be no greater
than the right of any unsecured general creditor of the Group.
	 
	 	8.5	 	Tax Withholding. Upon any exercise, vesting, or payment of any award or upon
the disposition of Plan Shares acquired pursuant to the exercise of an ISO prior to
satisfaction of the holding period requirements of Section 422 of the Code, the Group
shall have the right at its option to:






	 	(a)	 	require the participant (or the participant’s personal
representative or beneficiary, as the case may be) to pay or provide for
payment of at least the minimum amount of any taxes which the Group may be
required to withhold with respect to such award event or payment; or
	 
	 	(b)	 	deduct from any amount otherwise payable in cash to the
participant (or the participant’s personal representative or beneficiary, as
the case may be) the minimum amount of any taxes which the Group may be
required to withhold with respect to such cash payment.






	 	 	 	In any case where a tax is required to be withheld in connection with the delivery
of Plan Shares under this Plan, the Administrator may in its sole discretion
(subject to Section 8.1) grant (either at the time of the award or thereafter) to
the participant the right to elect, pursuant to such rules and subject to such
conditions as the Administrator may establish, to have the Corporation reduce the
number of Plan Shares to be delivered by (or otherwise reacquire) the appropriate
number of Plan Shares, valued in a consistent manner at their fair market value or
at the sales price in accordance with authorized procedures for cashless exercises,
necessary to satisfy the minimum applicable withholding obligation on exercise,
vesting or payment. In no event shall the Plan Shares withheld exceed the minimum
whole number of shares required for tax withholding under applicable law. The
Corporation may, with the Administrator’s approval, accept one or more promissory
notes from any Eligible Person in connection with taxes required to be withheld
upon the exercise, vesting or payment of any award under this Plan; provided that
any such note shall be subject to terms and conditions established by the
Administrator and the requirements of applicable law.
	 
	 	8.6	 	Effective Date, Termination and Suspension, Amendments.






8.6.1. Effective Date. This Plan is effective as of the date of its approval by the
shareholders (the “Effective Date”). Unless earlier terminated by the



16









 






shareholders or the Board, this Plan shall terminate at the close of business on
the day before the tenth anniversary of the Effective Date. After the termination
of this Plan either upon such stated expiration date or its earlier termination by
the shareholders or the Board, no additional awards may be granted under this Plan,
but previously granted awards (and the authority of the Administrator with respect
thereto, including the authority to amend such awards) shall remain outstanding in
accordance with their applicable terms and conditions and the terms and conditions
of this Plan.




8.6.2. Board Authorization. The Board may, at any time, terminate or, from time to
time, amend, modify or suspend this Plan, in whole or in part. No awards may be
granted during any period that the Board suspends this Plan.




8.6.3. Shareholder Approval. To the extent then required by applicable law or any
applicable listing agency or required under Sections 162, 422 or 424 of the Code to
preserve the intended tax consequences of this Plan, or deemed necessary or
advisable by the Board, any amendment to this Plan shall be subject to shareholder
approval.




8.6.4. Amendments to Awards. Without limiting any other express authority of the
Administrator under (but subject to) the express limits of this Plan, the
Administrator by agreement or resolution may waive conditions of or limitations on
awards to participants that the Administrator in the prior exercise of its
discretion has imposed, without the consent of a participant, and (subject to the
requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and
conditions of awards. Any amendment or other action that would constitute a
repricing of an award is subject to the limitations set forth in Section 3.2(g).




8.6.5. Limitations on Amendments to Plan and Awards. No amendment, suspension or
termination of this Plan or change of or affecting any outstanding award shall,
without written consent of the participant, affect in any manner materially adverse
to the participant any rights or benefits of the participant or obligations of the
Group under any award granted under this Plan prior to the effective date of such
change. Changes, settlements and other actions contemplated by Section 7 shall not
be deemed to constitute changes or amendments for purposes of this Section 8.6.




	 	8.7	 	Privileges of Share Ownership. Except as otherwise expressly authorized by
the Administrator or this Plan, a participant shall not be entitled to any privilege
of share ownership as to any Plan Shares not actually delivered to and held of record
by the participant. No adjustment will be made for dividends or other rights as a
shareholder for which a record date is prior to such date of delivery.
	 
	 	8.8	 	Governing Law; Construction; Severability.






8.8.1. Choice of Law. This Plan, the awards, all documents evidencing awards and
all other related documents shall be governed by, and construed in accordance with
the laws of the State of New York, U.S.A. without regard to conflicts of law
principles thereof.




8.8.2. Severability. If a court of competent jurisdiction holds any provision
invalid and unenforceable, the remaining provisions of this Plan shall continue in
effect.




8.8.3. Plan Construction. Awards under Section 5.1.4 to persons described



17









 






	 	 	 	in Section 5.2 that are either granted or become vested, exercisable or payable
based on attainment of one or more performance goals related to the Business
Criteria, as well as Qualifying Options and Qualifying Stock Appreciation Rights
granted to persons described in Section 5.2, that are approved by a committee
composed solely of two or more outside directors (as this requirement is applied
under Section 162(m) of the Code) shall be deemed to be Performance-Based Awards
unless such committee provides otherwise at the time of grant of the award. It is
the further intent of the Group that (to the extent the Group or awards under this
Plan may be or become subject to limitations on deductibility under Section 162(m)
of the Code) any such awards and any other Performance-Based Awards under Section
5.2 that are granted to or held by a person subject to Section 162(m) will qualify
as performance-based compensation or otherwise be exempt from deductibility
limitations under Section 162(m).
	 
	 	8.9	 	Captions. Captions and headings are given to the sections and subsections of
this Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of this
Plan or any provision thereof.
	 
	 	8.10	 	Stock-Based Awards in Substitution for Stock Options or Awards Granted by
Other Corporation. Awards may be granted to Eligible Persons under this Plan in
substitution for or in connection with an assumption of employee stock options, stock
appreciation rights, restricted stock units, restricted stock or other stock-based
awards granted by other entities to persons who are or who will become Eligible
Persons in respect of the Group, in connection with a distribution, merger or other
reorganization by or with the granting entity or an affiliated entity, or the
acquisition by the Group, directly or indirectly, of all or a substantial part of the
stock or assets of the employing entity. The awards so granted need not comply with
other specific terms of this Plan, provided the awards reflect only adjustments giving
effect to the assumption or substitution consistent with the conversion applicable to
the Plan Shares in the transaction and any change in the issuer of the security. Any
shares that are delivered and any awards that are granted by, or become obligations
of, the Corporation, as a result of the assumption by the Corporation of, or in
substitution for, outstanding awards previously granted by an acquired company (or
previously granted by a predecessor employer (or direct or indirect parent thereof) in
the case of persons that become employed by any member of the Group in connection with
a business or asset acquisition or similar transaction) shall not be counted against
the Share Limit or other limits on the number of Plan Shares available for issuance
under this Plan.
	 
	 	8.11	 	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to
limit the authority of the Board or the Administrator to grant awards or authorize any
other compensation, with or without reference to the Plan Shares, under any other plan
or authority.
	 
	 	8.12	 	No Corporate Action Restriction. The existence of this Plan, the award
agreements and the awards granted hereunder shall not limit, affect or restrict in any
way the right or power of the Board or the shareholders of the Corporation to make or
authorize: (a) any adjustment, recapitalization, reorganization or other change in the
capital structure or business of the Corporation or any subsidiary, (b) any merger,
amalgamation, consolidation or change in the ownership of the Corporation or any
subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference
stock ahead of or affecting the capital stock (or the rights thereof) of the
Corporation or any subsidiary, (d) any dissolution or




18









 












	 	 	 	liquidation of the Corporation or any subsidiary, (e) any sale or transfer of all
or any part of the assets or business of the Corporation or any subsidiary, or (f)
any other corporate act or proceeding by the Corporation or any subsidiary. No
participant, beneficiary or any other person shall have any claim under any award
or award agreement against any member of the Board or the Administrator, or the
Corporation or any employees, officers or agents of the Corporation or any
subsidiary, as a result of any such action.
	 
	 	8.13	 	Other Benefit and Compensation Programs. Payments and other benefits received
by a participant under an award made pursuant to this Plan shall not be deemed a part
of a participant’s compensation for purposes of the determination of benefits under
any other employee welfare or benefit plans or arrangements, if any, provided by the
Corporation or any subsidiary, except where the Administrator expressly otherwise
provides or authorizes in writing. Awards under this Plan may be made in addition to,
in combination with, as alternatives to or in payment of grants, awards or commitments
under any other plans or arrangements of the Corporation or its subsidiaries.






19