exv4w17



 







    EXHIBIT
    4.17



 




    AMARIN
    CORPORATION PLC

    2002 STOCK OPTION PLAN

    (As amended by ordinary resolutions of the Company passed on
    July 25, 2003, July 25, 2005 and January 25,
    2007)



 



    Section 1.  Purpose



 



    The Amarin Corporation plc 2002 Stock Option Plan, (the
    “Plan”) is intended to promote the interests of Amarin
    Corporation plc (the “Company”) and its shareholders
    by aiding the Company in attracting and retaining Employees,
    officers, Consultants, independent contractors and non-Employee
    Directors capable of assuring the future success of the Company,
    offering such persons incentives to put forth maximum efforts
    for the success of the Company’s business and affording
    such persons an opportunity to acquire a proprietary interest in
    the Company. The Plan will provide a means by which Eligible
    Persons may acquire Shares of the Company pursuant to Awards to
    purchase a specified number of Shares, subject to the conditions
    and restrictions contained herein. This Plan is subject to
    approval by the shareholders of the Company within
    12 months before or after this Plan is adopted by the
    Board. Any Shares purchased before shareholder approval is
    obtained shall be rescinded if shareholder approval is not
    obtained within 12 months before or after this Plan is
    adopted. Such Shares shall not be counted in determining whether
    such approval is obtained.



 



    Section 2.  Definitions



 



    As used in the Plan, the following terms shall have the meanings
    set forth below:



 



    (a) “ADSs” shall mean the American
    Depositary Shares, representing ordinary shares of the Company,
    issued under the Company’s American Depositary Receipt
    facility.



 



    (b) “Affiliate” shall mean (i) any
    entity that, directly or indirectly through one or more
    intermediaries, is controlled by the Company and (ii) any
    entity in which the Company has a significant equity interest,
    in each case as determined by the Committee.



 



    (c) “Applicable Laws” means the legal and
    regulatory requirements relating to stock options, if any,
    pursuant to English Law, U.S. state corporate laws,
    U.S. federal and state securities laws, the Code and the
    rules of any applicable stock exchange.



 



    (d) “Award” shall mean an award of any
    Option granted under the Plan.



 



    (e) “Award Agreement” shall mean any
    written agreement, contract or other instrument or document
    evidencing any Award granted under the Plan.



 



    (f) “Board” shall mean the Board of
    Directors of the Company.



 



    (g) “Cause” shall mean willful misconduct
    with respect to, or that is harmful to, the Company or any of
    its Affiliates including, without limitation, dishonesty, fraud,
    unauthorized use or disclosure of confidential information or
    trade secrets or other misconduct (including, without
    limitation, conviction for a felony), in each case as reasonably
    determined by the Committee.



 



    (h) “Code” shall mean the United States of
    America Internal Revenue Code of 1986 as amended from time to
    time, and any regulations promulgated thereunder.



 



    (i) “Committee” shall mean the
    Remuneration Committee of Directors designated by the Board to
    administer the Plan.



 



    (j) “Company” shall mean Amarin
    Corporation plc (an English company, registered number
    2353920) and any successor corporation.



 



    (k) “Consultant” means any person,
    including an advisor or Director, who is engaged by the Company
    or any Affiliate including any Parent or Subsidiary to render
    services and who is not an Employee.













 






    (l) “Continuous Status as an Employee or
    Consultant” means the absence of any interruption or
    termination of service as an Employee or Consultant. Continuous
    Status as an Employee or Consultant shall not be considered
    interrupted in the case of: (i) vacation, sick leave,
    military leave or any other leave of absence approved by Company
    management or the Committee, provided that such leave is for a
    period of not more than ninety (90) days or such longer
    period as is separately approved by the Committee, unless
    re-employment upon the expiration of such leave is guaranteed by
    contract or statute, or unless provided otherwise pursuant to
    Company policy adopted from time to time; (ii) transfers
    between locations of the Company or between the Company, its
    Affiliates or their respective successors; or (iii) a
    change in status from an Employee to a Consultant or from a
    Consultant to an Employee.



 



    (m) “Control” means the ownership of more
    than (40)% of the issued share capital or other equity interest
    of the Company or the legal power to direct or cause the
    direction of the general management and policies of the Company.



 



    (n) “Director” shall mean a member of the
    Board.



 



    (o) “Eligible Person” shall mean any
    Employee, officer, Consultant, independent contractor or
    Director providing services to the Company or any Affiliate whom
    the Committee determines to be an Eligible Person.



 



    (p) “Employee” means any person, including
    officers
    and/or
    Directors (who meet the requirements of this Section), employed
    by the Company or any Affiliate of the Company, with the status
    of employment determined based upon such minimum number of hours
    or periods worked as shall be determined by Company management
    or the Committee in its discretion, subject to any requirements
    of the Code. The payment of a Director’s fee by the Company
    to a Director shall not alone be sufficient to constitute
    “employment” of such Director by the Company.



 



    (q) “Fair Market Value” shall mean, as of
    any date, the fair market value of Shares determined as follows:



 



    (i) If the Shares are listed on any established stock
    exchange or a national market system, including without
    limitation the National Market of the National Association of
    Securities Dealers, Inc. Automated Quotation System
    (“NASDAQ”), its Fair Market Value shall be the closing
    sales price for such stock (or the closing bid, if no sales were
    reported) as quoted on such system or exchange, or, if there is
    more than one such system or exchange, the system or exchange
    with the greatest volume of trading in Shares for the last
    market trading day prior to the time of determination, as
    reported in The Wall Street Journal or such other source as the
    Committee deems reliable;



 



    (ii) If the Shares are quoted on the NASDAQ (but not on the
    National Market thereof) or regularly quoted by a recognized
    securities dealer but selling prices are not reported, its Fair
    Market Value shall be the mean between the high bid and low
    asked prices for the Shares for the last market trading day
    prior to the time of determination, as reported in The Wall
    Street Journal or such other source as the Committee deems
    reliable; or



 



    (iii) In the absence of an established market for the
    Shares, the Fair Market Value thereof shall be determined in
    good faith by the Committee.



 



    (r) “Grant Date” shall mean the date on
    which the Option is granted to the Optionee by the Committee ,
    as set forth in the Award Agreement.



 



    (s) “Incentive Stock Option” shall mean an
    option granted under Section 6(a) of the Plan that is
    intended to meet the requirements of Section 422 of the
    Code or any successor provision.



 



    (t) “Non-Qualified Stock Option” shall
    mean an option granted under Section 6(a) of the Plan that
    is not intended to be an Incentive Stock Option.



 



    (u) “Option” shall mean an Incentive Stock
    Option or a Non-Qualified Stock Option.



 



    (v) “Optionee” shall mean a Participant
    who has been granted an Option.



 



    (w) “Parent” shall have the meaning set
    forth in Section 424(e) of the Code or any successor
    provision.




    

    2








 





 



    (x) “Participant” shall mean an Eligible
    Person designated to be granted an Award under the Plan.



 



    (y) “Person” shall mean any individual,
    corporation, partnership, association or trust.



 



    (z) “Plan” shall mean the Amarin
    Corporation plc 2002 Stock Option Plan, as amended from time to
    time, the provisions of which are set forth herein.



 



    (aa) “Share” or “Shares”
    shall mean the Company’s ordinary shares of £1
    each or any ADSs (or equivalent security) as the case may be. If
    at any time ADSs are registered under the Securities Exchange
    Act of 1934, at least two members of the Committee shall qualify
    as non-Employee Directors within the meaning of Securities and
    Exchange Commission
    Regulation Section 240.16b-3.



 



    (bb) “Subsidiary” of the Company shall
    have the meaning set forth in Section 424(f) of the Code or
    any successor provision.



 



    Section 3.  Administration



 



    (a) Power and Authority of the
    Committee.  The Plan shall be administered by
    the Committee. Subject to the express provisions of the Plan and
    to applicable law, the Committee shall have full power and
    authority to:



 



    (i) determine the Fair Market Value of the Shares, in
    accordance with the provisions of the Plan;



 



    (ii) select the Eligible Persons to whom Awards may from
    time to time be granted hereunder;



 



    (iii) determine whether and to what extent Awards are
    granted hereunder;



 



    (iv) grant Awards and to determine the exercise price of
    each Option, the term of each Option, the number and type of
    Shares to be covered by each such Award the vesting standards
    applicable to each such Option and any other terms, conditions
    and/or
    restrictions applicable to each such Award;



 



    (v) approve forms of agreement for use under the Plan;



 



    (vi) construe and interpret the terms of the Plan and
    Awards granted under the Plan;



 



    (vii) determine whether and under what circumstances an
    Award may be settled in Shares or other consideration instead of
    cash; and



 



    (viii) make any other determination and take any other
    action that the Committee deems necessary or desirable for the
    administration of the Plan.



 



    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 within the sole discretion of the Committee, may be made at
    any time and shall be final, conclusive and binding upon any
    Participant, any holder or beneficiary of any Award and any
    employee of the Company or any Affiliate.



 



    (b) Delegation.  The Committee may
    delegate its powers and duties under the Plan to one or more
    Directors or to one or more officers of the Company, subject to
    such terms, conditions and limitations as the Committee may
    establish in its sole discretion. The Committee may also employ
    attorneys, consultants, accountants or other professional
    advisors and shall be entitled to rely upon the advice, opinions
    or valuations of any such advisors.



 



    (c) Power and Authority of the Board of
    Directors.  Notwithstanding anything to the
    contrary contained herein, the Board may, at any time and from
    time to time, without any further action of the Committee,
    exercise the powers and duties of the Committee under the Plan.



 



    (d) Effect of Committee’s
    Decision.  All decisions, determinations and
    interpretations of the Committee shall be final and binding on
    all Participants.



 



    (e) Liability; Indemnification.  No
    member of the Committee, no member of the Board, or any
    individual to whom duties have been delegated, shall be
    personally liable for any action, interpretation or
    determination made with respect to the Plan or Awards made
    thereunder, and each member of the Committee and of the Board
    shall be fully indemnified and protected by the Company with
    respect to any liability he or she may incur with respect to
    such action, interpretation or determination, to the extent
    permitted by applicable law.




    

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    Section 4.  Shares Available
    for Awards



 



    (a) Shares Available.  Subject
    to adjustment as provided in Section 4(c) of the Plan, the
    Plan may issue up to 12 million Shares* under all Awards
    (“the Plan Limit”). Shares to be issued under the Plan
    may be either authorized but unissued Shares, or Shares acquired
    in the open market or otherwise. If any Shares covered by an
    Award under the Plan expire or are forfeited, surrendered,
    canceled or otherwise terminated without being exercised in
    whole or in part, then the Shares as to which such Award was not
    exercised may, at the discretion of the Committee, be made
    available for subsequent grants under the Plan. Notwithstanding
    the foregoing, the number of Shares available for granting
    Incentive Stock Options under the Plan shall not exceed the Plan
    Limit, subject to adjustment as provided in the Plan and subject
    to the provisions of Section 422 or 424 of the Code or any
    successor provisions.



 



    (b) Accounting for Awards.  For
    purposes of this Section 4, if an Award entitles the holder
    thereof to receive or purchase Shares, the number of Shares
    covered by such Award or to which such Award relates shall be
    counted on the Grant Date of such Award against the aggregate
    number of Shares available for granting Awards under the Plan.



 



    (c) Adjustments.  In the event that
    the Committee shall determine that any dividend or other
    distribution (whether in the form of cash, Shares, other
    securities or other property), recapitalization, stock split,
    reverse stock split, reorganization, merger, consolidation,
    split-up,
    spin-off, combination, repurchase or exchange of Shares or other
    securities of the Company, issuance of warrants or other rights
    to purchase Shares or other securities of the Company or other
    similar corporate transaction or event affects the Shares such
    that an adjustment is determined by the Committee to be
    appropriate in order to prevent dilution or enlargement of the
    benefits or potential benefits intended to be made available
    under the Plan, then the Committee shall, in such manner as it
    may deem equitable, adjust any or all of (i) the number and
    type of Shares (or other securities or other property) that
    thereafter may be made the subject of Awards, (ii) the
    number and type of Shares (or other securities or other
    property) subject to outstanding Awards and (iii) the
    purchase or exercise price with respect to any Award;
    provided, however, that the number of Shares
    covered by any Award or to which such Award relates shall always
    be a whole number.



 



    Section 5.  Eligibility



 



    Any Eligible Person shall be eligible to be designated a
    Participant. In determining which Eligible Persons shall receive
    an Award and the terms of any Award, the Committee may take into
    account the nature of the services rendered by the respective
    Eligible Persons, their present and potential contributions to
    the success of the Company or such other factors as the
    Committee, in its discretion, shall deem relevant.



 



    Section 6.  Awards



 



    (a) Options.  The Committee is
    hereby authorized to grant Options to Participants with the
    following terms and conditions and with such additional terms
    and conditions not inconsistent with the provisions of the Plan
    as the Committee shall determine:



 



    (i) Option Grant.  Options granted
    herein may be either Incentive Stock Options within the meaning
    of Section 422 of the Code, as amended or Non-Qualified
    Stock Options. Incentive Stock Options may only be granted to
    full or part-time Employees (which term as used herein includes,
    without limitation, officers and Directors who are also
    Employees), and an Incentive Stock Option shall not be granted
    to an Employee of an Affiliate unless such Affiliate is also a
    Subsidiary or Parent of the Company. Any Option not designated
    as an Incentive Stock Option shall be deemed a Non-Qualified
    Stock Option. In addition, if at any time an Option designated
    as an Incentive Stock Option fails to meet the requirements of
    Section 422 of the Code, it shall be redesignated as a
    Non-Qualified Stock Option on the date of such failure for
    income tax purposes automatically without further action by the
    Committee. Subject to the provisions of the Plan, the Committee
    shall, from time to time, determine the terms, conditions and
    restrictions upon which Options shall be granted.



 



    (ii) Award Agreement.  As a
    condition to the grant of an Award, the Optionee and the Company
    shall execute a written agreement containing such restrictions,
    terms, and conditions, if any, as the Committee may


 

 


          * by virtue of ordinary
    resolutions of the Company in general meeting, the Plan Limit
    was increased from 2 million to 4 million on
    July 25, 2003, from 4 million to 8 million on
    July 25, 2005 and from 8 million to 12 million on
    January 25, 2007.




    

    4








 






    require. In the event of any express conflict between the terms
    and provisions of an Award Agreement and those of the Plan, the
    terms, provisions and restrictions of the Plan shall govern. In
    the event the Plan is silent as to a term, provision or
    restriction contained in the Award Agreements, the terms,
    provisions or restrictions of the Award Agreement shall govern.
    Similarly, in the event the Award Agreement is silent as to a
    term, provision or restriction contained in the Plan, the terms,
    provisions or restrictions of the Plan shall govern.



 



    (iii) Exercise Price.  Subject to
    the adjustment provisions above, the purchase price per Share
    purchasable under an Option shall be determined by the
    Committee; provided, however, that such purchase
    price shall not be less than 100% of the Fair Market Value of a
    Share on the Grant Date of such Option.



 



    (iv) Consideration.  The
    consideration to be paid for the Shares to be issued upon
    exercise of an Option, including the method of payment, shall be
    determined by the Committee and may consist entirely of
    (a) cash or check, (b) for nonqualified stock options
    only, cancellation of indebtedness of the Company to Optionee,
    (c) for nonqualified stock options only, promissory note
    (subject to approval by the Company, and provided that such note
    is for a term of not greater than five years and provides for a
    fair market rate of interest), (d) surrender of other
    Shares that (i) have been owned by Optionee for more than
    six months on the date of surrender or such other period as may
    be required to avoid a charge to the Company’s earnings,
    and (ii) have a Fair Market Value on the date of surrender
    equal to the aggregate exercise price of Shares to be purchased
    by Optionee as to which such Option shall be exercised,
    (e) if there is a public market for the Shares and they are
    registered under the Securities Act, delivery of a properly
    executed exercise notice together with such other documentation
    as the Committee and the broker, if applicable, shall require to
    effect an exercise of the Option and delivery to the Company of
    the sale or loan proceeds required to pay the aggregate exercise
    price and any applicable income or employment taxes,
    (f) any combination of the foregoing methods of payment, or
    (g) such other consideration and method of payment for the
    issuance of Shares to the extent permitted under Applicable Laws
    and as determined by the Committee. In making its determination
    as to the type of consideration to accept, the Committee shall
    consider if acceptance of such consideration may be reasonably
    expected to benefit the Company or result in the recognition of
    compensation expense (or additional compensation expense) for
    financial reporting purposes.



 



    (v) Option Term.  Except as
    otherwise provided herein, each Option shall have a term of ten
    years from the Grant Date of such Option.



 



    (vi) Time and Method of
    Exercise.  The Committee shall determine the
    time or times at which an Option may be exercised in whole or in
    part.



 



    (vii) Vesting Schedule.  Except as
    authorized by the Committee as permitted under the terms of this
    Plan, no Option will be exercisable until it has vested. The
    Committee will specify the vesting schedule for each Option at
    Grant Date, provided that if no vesting schedule is specified at
    the time of grant, the Option shall vest in full over the course
    of three years from Grant Date as follows:



 



    (A) thirty three percent (33%)of the total number of Shares
    granted under the Option shall vest on the first anniversary of
    Grant Date;



 



    (B) thirty three percent (33%)of the Shares granted under
    the Option shall vest on the second anniversary of Grant
    Date; and



 



    (C) thirty four percent (34%)of the Shares granted under
    the Option shall vest on the third anniversary of Grant Date



 



    The Committee may specify a vesting schedule for all or any
    portion of an Option based on the achievement of performance
    objectives with respect to the Company, an Affiliate, Parent,
    Subsidiary
    and/or
    Optionee, and as shall be permissible under the terms of the
    Plan.



 



    (viii) Acceleration of Vesting.  If
    any person or company (either alone or together with any person
    or company acting in concert with him or it) (an “Acquiring
    Company”):-



 



    (A) obtains Control of the Company, or




    

    5








 





 



    (B) having such Control, makes a general offer to acquire
    all the Shares of the Company (other than those which are
    already owned by him
    and/or any
    person acting in concert with him),



 



    then, in the event of a Change of Control any part of any Option
    that has not vested at the date of such change shall be deemed
    to vest immediately before such Change of Control and all
    Options will, unless otherwise agreed between the shareholders
    of the Company and the Acquiring Company, thereafter lapse
    twelve months following the Change of Control.



 



    The Committee may additionally also accelerate the vesting of
    one or more outstanding Options at such times and in such
    amounts as it determines in its sole discretion



 



    (ix) Replacement of Options.  If an
    Acquiring Company obtains Control of the Company as a result of
    making:



 



    (A) a general offer to acquire the whole of the issued
    share capital of the Company (other than that which is already
    owned by the Acquiring Company
    and/or by
    its holding company
    and/or any
    subsidiary of it or its holding company) which is made on a
    condition such that if it is satisfied the person making the
    offer will have Control of the Company or otherwise obtains
    Control of the Company through any other form of general
    offer; or



 



    (B) obtains Control of the Company in pursuance of a
    compromise or arrangement sanctioned by the Court under
    section 425 of the UK Companies Act 1985; or



 



    (C) becomes bound or entitled to acquire the Shares under
    sections 428 to 430F of the UK Companies Act 1985;



 



    then any Optionee may at any time within the appropriate period,
    by agreement with the Acquiring Company, release each subsisting
    Option he holds which has not lapsed in accordance with any
    other provisions of this Plan (‘the Old Option’) in
    consideration of the grant to him of a new Option (‘the New
    Option’). ‘The appropriate period’ means; in a
    case falling within (A) above, the period of twelve months
    beginning with the time when the Acquiring Company has obtained
    Control of the Company and any condition subject to which the
    offer is made is satisfied; in a case falling within
    (B) above, the period of twelve months beginning with the
    time when the court sanctions the compromise or arrangement; and
    in a case falling within (C) above, the period during which
    the Acquiring Company remains bound or entitled as mentioned in
    that paragraph.



 



    The New Option shall:



 



    (A) be over shares in the Acquiring Company, a company
    having Control over the Acquiring Company, or a company which is
    or has Control of a company which is a member of a consortium
    owning either the Acquiring Company or a company having control
    of the Acquiring Company;



 



    (B) have an Option price calculated by reference to the
    consideration paid for the issued Shares of the Company such
    that all the Optionee’s Shares under option are valued in
    the same manner as the issued shares of the Company so acquired
    by the Acquiring Company;



 



    (C) be otherwise identical in terms to the Old
    Option; and



 



    (D) for all other purposes of the Plan, be treated as
    having been acquired at the same time as the Old Option in
    consideration of the release of which it is granted.



 



    (x) Procedure for Exercise; Rights as a
    Shareholder.  An Option shall be deemed to be
    exercised when (A) written notice of such exercise has been
    given to the Company in accordance with the terms of the Option
    by the person entitled to exercise the Option and the Company
    has received full payment for the Shares with respect to which
    the Option is exercised; and (B) (where appropriate) the
    Participant has received clearance to exercise such Option in
    accordance with the Company’s share dealing code. An Option
    may not be exercised for a fraction of a Share. Full payment
    may, as authorized by the Committee, consist of any
    consideration and method of payment as described above. Until
    the issuance (as evidenced by the appropriate entry on the books
    of the Company or of a duly authorized transfer agent of the
    Company) of the stock certificate evidencing such




    

    6








 






    Shares, no right to vote or receive dividends or any other
    rights as a shareholder shall exist with respect to the Shares
    subject to the Option, notwithstanding the exercise of the
    Option. The Company shall issue (or cause to be issued) such
    stock certificate within 28 days upon exercise of the
    Option. Exercise of an Option in any manner shall result in a
    decrease in the number of Shares that thereafter may be
    available, both for purposes of the Plan and for sale under the
    Option, by the number of Shares as to which the Option is
    exercised.



 



    (xi) Effect of Termination.



 



    (A) Termination for
    Cause.  Notwithstanding the above, and unless
    otherwise determined by the Committee, if a Participant’s
    Continuous Status as an Employee or Consultant is terminated for
    Cause the Option shall expire immediately, and shall not be
    exercisable with respect to any additional Shares covered by the
    Option.



 



    (B) Death or Disability.  Unless otherwise
    determined by the Committee, if a Participant’s Continuous
    Status as an Employee or Consultant is terminated by reason of
    death or permanent and total disability, to the extent the
    Option is then vested and exercisable, it shall be exercisable
    for twelve months following the date of the Optionee’s
    death or permanent and total disability. In the case of the
    Optionee’s death, his or her designated beneficiary or
    estate may exercise the Option by giving written notice to the
    Committee stating the number of Shares with respect to which the
    Option is being exercised and contemporaneously tendering
    payment, in cash, for the Shares. For purposes of the Plan,
    “permanent and total disability” shall mean that the
    Committee has determined that the Optionee is disabled within
    the meaning of Section 22(e)(3) of the Code. In no event,
    however, may the Option be exercised after the expiration of the
    Option’s term, as determined under Section 6(b) (v).



 



    (C) Other Termination.  Unless otherwise
    determined by the Committee, if a Participant’s Continuous
    Status as an Employee or Consultant is terminated for any reason
    other than for Cause, death or permanent and total disability,
    to the extent the Option is then vested and exercisable, it
    shall be exercisable for twelve months following the date of
    such termination. In order for an Option to retain its status as
    an Incentive Stock Option, it must be exercised within three
    months following the date of such termination. In no event,
    however, may the Option be exercised after the expiration of the
    Option’s term, as determined under Section 6(b) (v).



 



    (xii) Incentive Stock
    Options.  Notwithstanding anything in the Plan
    to the contrary, the following additional provisions shall apply
    to the grant of Options which are intended to qualify as
    Incentive Stock Options:



 



    (A) The aggregate Fair Market Value (determined as of the
    time the Option is granted) of the Shares with respect to which
    Incentive Stock Options are exercisable for the first time by
    any Participant during any calendar year (under this Plan and
    all other plans of the Company and its Affiliates) shall not
    exceed $100,000 in value, and to the extent that the Fair Market
    Value of such Shares exceeds $100,000 (or any such higher figure
    as determined under Section 422 of the Code), such Options
    shall be deemed to be Non-Qualified Options for the purposes of
    this Plan.



 



    (B) All Incentive Stock Options must be granted within ten
    years from the earlier of the date on which this Plan was
    adopted by the Board of Directors or the date this Plan was
    approved by the shareholders of the Company.



 



    (C) Unless sooner exercised, all Incentive Stock Options
    shall expire and no longer be exercisable no later than
    10 years after the date of grant; provided,
    however, that in the case of a grant of an Incentive
    Stock Option to a Participant who, at the time such Option is
    granted, owns (within the meaning of Section 422 of the
    Code) stock possessing more than 10% of the total combined
    voting power of all classes of stock of the Company or of its
    Affiliates, such Incentive Stock Option shall expire and no
    longer be exercisable no later than 5 years from the date
    of grant.



 



    (D) The purchase price per Share for an Incentive Stock
    Option shall be not less than 100% of the Fair Market Value of a
    Share on the date of grant of the Incentive Stock Option;
    provided, however, that, in the case of the grant
    of an Incentive Stock Option to a Participant who, at the time
    such Option is




    

    7








 






    granted, owns (within the meaning of Section 422 of the
    Code) stock possessing more than 10% of the total combined
    voting power of all classes of stock of the Company or of its
    Affiliates, the purchase price per Share purchasable under an
    Incentive Stock Option shall be not less than 110% of the Fair
    Market Value of a Share on the date of grant of the Incentive
    Stock Option.



 



    (E) Any Incentive Stock Option authorized under the Plan
    shall contain such other provisions as the Committee shall deem
    advisable, but shall in all events be consistent with and
    contain all provisions required in order to qualify the Option
    as an Incentive Stock Option.



 



    (b) General



 



    (i) No Cash Consideration for
    Awards.  Awards shall be granted for no cash
    consideration or for such minimal cash consideration as may be
    required by applicable law.



 



    (ii) Limits on Transfer of
    Awards.  No Award and no right under any such
    Award shall be transferable by a Participant otherwise than by
    will or by the laws of descent and distribution relevant to the
    participant, or to a Participant’s family member (as
    defined in Section 1(a)(5) of General Instruction A to
    Form S-8
    promulgated under the US Securities Exchange Act of 1934, as
    amended) as a gift or under a domestic relations order
    (as defined in Section 414(p) of the Code) and the
    Company shall not be required to recognize any attempted
    assignment of such rights by any Participant. Each Award or
    right under any Award shall be exercisable during the
    Participant’s lifetime only by the Participant or, if
    permissible by the Participant’s guardian or legal
    representative as set forth above. No Award or right under any
    such Award may be pledged, alienated, attached or otherwise
    encumbered, and any purported pledge, alienation, attachment or
    encumbrance thereof shall be void and unenforceable against the
    Company or any Affiliate.



 



    (iii) Term of Awards.  The term of
    each Award shall be for such period as may be determined by the
    Committee; provided, however, that in the case of
    an Incentive Stock Option such Option shall not be exercisable
    after the expiration of 10 years from the date such Option
    is granted.



 



    (iv) Restrictions; Securities Exchange
    Listing.  All Shares or other securities
    delivered under the Plan pursuant to any Award or the exercise
    thereof shall be subject to such restrictions as the Committee
    may deem advisable under the Plan, Applicable Laws, and the
    Committee may cause appropriate entries to be made or legends to
    be affixed to reflect such restrictions. If any securities of
    the Company are traded on a securities exchange, the Company
    shall not be required to deliver any Shares or other securities
    covered by an Award unless and until such Shares or other
    securities have been admitted for trading on such securities
    exchange.



 



    Section 7.  
    Amendment and Termination; Adjustments



 



    (a) Amendments to the Plan.  The
    Board may amend, alter, suspend, discontinue or terminate the
    Plan at any time; provided, however, that,
    notwithstanding any other provision of the Plan or any Award
    Agreement, without the approval of the shareholders of the
    Company, no such amendment, alteration, suspension,
    discontinuation or termination shall be made that, absent such
    approval:



 



    (i) would violate the rules or regulations of the NASDAQ
    National Market System or any securities exchange that are
    applicable to the Company; or



 



    (ii) would cause the Company to be unable, under the Code,
    to grant Incentive Stock Options under the Plan.



 



    (b) Amendments to Awards.  The
    Committee may waive any conditions of or rights of the Company
    under any outstanding Award, prospectively or retroactively.
    Except as otherwise provided herein or in the Award Agreement,
    the Committee may not amend, alter, suspend, discontinue or
    terminate any outstanding Award, prospectively or retroactively,
    if such action would adversely affect the rights of the holder
    of such Award, without the written consent of the Participant or
    holder or beneficiary thereof.



 



    (c) Correction of Defects, Omissions and
    Inconsistencies.  The Committee may correct
    any defect, supply any omission or reconcile any inconsistency
    in the Plan or any Award in the manner and to the extent it
    shall deem desirable to carry the Plan into effect.




    

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    Section 8.  
    Income and Other Withholdings



 



    In order to comply with all applicable federal or state income
    tax laws and social security contributions or regulations and
    (where applicable) the laws and regulations of the United
    Kingdom and the United States of America and any other relevant
    country, the Company may take such action as it deems
    appropriate to ensure that all applicable national, federal or
    state payroll, withholding, income or other taxes and social
    security contributions, which are the sole and absolute
    responsibility of a Participant, are withheld or collected from
    such Participant. In order to assist a Participant in paying all
    or a portion of any such taxes or social security contributions
    to be withheld or collected upon exercise or receipt of (or the
    lapse of restrictions relating to) an Award, the Committee, in
    its discretion and subject to such additional terms and
    conditions as it may adopt, may permit the Participant to
    satisfy such tax obligation and social security contributions by
    (i) electing to have the Company withhold a portion of the
    Shares otherwise to be delivered upon exercise or receipt of (or
    the lapse of restrictions relating to) such Award with a Fair
    Market Value equal to the amount of such taxes and social
    security contributions or (ii) delivering to the Company
    Shares other than Shares issuable upon exercise or receipt of
    (or the lapse of restrictions relating to) such Award with a
    Fair Market Value equal to the amount of such taxes and social
    security contributions. Shares withheld or delivered shall be
    valued at their Fair Market Value as determined by the
    Committee, in its discretion, as of the date when income is
    required to be recognized for income tax purposes. The
    Participant shall, if so required by the Company or his
    employer, enter into an agreement or election for the transfer
    to the employee of the employer’s liability to UK National
    Insurance Contribution arising on the grant, exercise,
    assignment or cancellation of any stock option pursuant to the
    applicable law for the time being.



 



    Section 9.  General
    Provisions



 



    (a) No Rights to Awards.  No
    Eligible Person, Participant or other Person shall have any
    claim to be granted any Award under the Plan, and there is no
    obligation for uniformity of treatment of Eligible Persons,
    Participants or holders or beneficiaries of Awards under the
    Plan. The terms and conditions of Awards need not be the same
    with respect to any Participant or with respect to different
    Participants.



 



    (b) Award Agreement.  No
    Participant will have rights under an Award granted to such
    Participant unless and until and Award Agreement shall have been
    duly executed on behalf of the Company and, if requested by the
    Company, signed by the Participant.



 



    (c) Plan Provisions   In the event
    that any provision of an Award Agreement conflicts with or is
    inconsistent in any respect with the terms of the Plan as set
    forth herein or subsequently amended, the terms of the Plan
    shall control. In the event, the Plan is silent as to a term,
    provision or restriction contained in an Award Agreement, the
    term, provision or restriction of the Award Agreement shall
    govern. Similarly, in the event the Award Agreement is silent as
    to a term, provision or restriction contained in the Plan, the
    term, provision or restriction of the Plan shall govern.



 



    (d) No Limit on Other Compensation
    Arrangements.  Nothing contained in the Plan
    shall prevent the Company or any Affiliate from adopting or
    continuing in effect other or additional compensation
    arrangements, and such arrangements may be either generally
    applicable or applicable only in specific cases.



 



    (e) No Right to Employment.  The
    grant of an Award shall not be construed as giving a Participant
    the right to be retained as an Employee, Director, Consultant or
    independent contractor of the Company or any Affiliate, nor will
    it affect in any way the right of the Company or an Affiliate to
    terminate such employment relationship at any time, at will,
    with or without Cause. In addition, the Company or an Affiliate
    may at any time terminate a Participant’s employment
    relationship with the Company or an Affiliate free from any
    liability or any claim under the Plan or any Award, unless
    otherwise expressly provided in the Plan or in any Award
    Agreement.



 



    (f) Governing Law.  The validity,
    construction and effect of the Plan or any Award, and any rules
    and regulations relating to the Plan or any Award, shall be
    determined in accordance with the laws of England.
    Notwithstanding the foregoing, to the extent that such an Award
    is made in respect of ADS’s or ADS’s are issued in the
    United States of America, the validity construction and effect
    of the Plan or any Award, and any rules and regulations relating
    to the Plan or any Award, shall be determined in accordance with
    the laws of the State of New York, United States.




    

    9








 





 



    (g) Severability.  If any provision
    of the Plan or any Award is or becomes or is deemed to be
    invalid, illegal or unenforceable in any jurisdiction or would
    disqualify the Plan or any Award under any law deemed applicable
    by the Committee, such provision shall be construed or deemed
    amended to conform to Applicable Laws, or if it cannot be so
    construed or deemed amended without, in the determination of the
    Committee, materially altering the purpose or intent of the Plan
    or the Award, such provision shall be stricken as to such
    jurisdiction or Award, and the remainder of the Plan or any such
    Award shall remain in full force and effect.



 



    (h) No Trust or
    Fund Created.  Neither the Plan nor any
    Award shall create or be construed to create a trust or separate
    fund of any kind or a fiduciary relationship between the Company
    or any Affiliate and a Participant or any other Person. To the
    extent that any Person acquires a right to receive payments from
    the Company or any Affiliate pursuant to an Award, such right
    shall be no greater than the right of any unsecured general
    creditor of the Company or any Affiliate.



 



    (i) No Fractional Shares.  No
    fractional Shares shall be issued or delivered pursuant to the
    Plan or any Award, and the Committee shall determine whether
    cash shall be paid in lieu of any fractional Shares or whether
    such fractional Shares or any rights thereto shall be canceled,
    terminated or otherwise eliminated.



 



    (j) Headings.  Headings are given
    to the Sections and subsections of the 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 the Plan or any provision thereof.



 



    (k) Stockholder Rights.  The
    Optionee or other person or entity exercising the Option shall
    have no rights as a stockholder of record of the Company with
    respect to Shares issuable upon the exercise of the Option until
    such certificate representing Shares, registered in the
    Optionee’s name have been issued to the Optionee.



 



    (l) Notices.  Notices required or
    permitted to be made under the Plan shall be sufficiently made
    if sent by overnight courier, registered or certified mail,
    return receipt requested, facsimile or first class mail
    addressed to the Committee at its offices, which notice shall
    effective upon its receipt. Each notice shall be addressed to
    (i) the Optionee at the Optionee’s last know address
    as set forth in the books and records of the Company or an
    Affiliate, if any, or (ii) the Company or the Committee at
    the principal office of the Company.



 



    Section 10.  Effective
    Date of the Plan



 



    The Plan shall be effective as of 1st January 2002.



 



    Section 11.  Term
    of the Plan



 



    No Award shall be granted under the Plan after 1st January
    2012 or any earlier date of discontinuation or termination
    established pursuant to the Plan. However, unless otherwise
    expressly provided in the Plan or in an applicable Award
    Agreement, any Award theretofore granted may extend beyond such
    date.




    

    10