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                                                                   EXHIBIT 4.C.1
                                 AMDOCS LIMITED

                      1998 STOCK OPTION AND INCENTIVE PLAN

1.   PURPOSE; TYPE OF AWARDS; CONSTRUCTION

The purpose of the Amdocs Limited 1998 Stock Option and Incentive Plan (the
"Plan") is to afford an incentive to officers, directors, employees and
consultants of Amdocs Limited (the "Company"), or any subsidiary of the Company
which now exists or hereafter is organized or acquired by the Company, to
acquire a proprietary interest in the Company, to continue as employees,
directors and consultants, to increase their efforts on behalf of the Company
and to promote the success of the Company's business. It is further intended
that options granted by the Committee (as such a term is defined below) pursuant
to Section 8 of the Plan shall constitute "incentive stock options" ("Incentive
Stock Options") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), and options granted by the Committee pursuant
to Section 7 of the Plan shall constitute "nonqualified stock options"
("Nonqualified Stock Options"). The Committee may also grant restricted shares
("Restricted Stock") under the Plan pursuant to Section 9 of the Plan. If the
Committee so determines it may grant Nonqualified Stock Options or Restricted
Stock pursuant to the provisions of Section 102 of the Israel Income Tax
Ordinance (New Version) 1961, and any regulations, rules, orders or procedures
promulgated thereunder ("102 Securities").

2.   DEFINITIONS

As used in this Plan, the following words and phrases shall have the meanings
indicated:

     (a)    "Ordinary Shares" shall mean shares of ordinary shares, par value
            Pound Sterling0.01 per share, of the Company.

     (b)    "Disability" shall mean the inability of a Grantee (as defined in
            Section 3 hereof) to engage in any substantial gainful activity by
            reason of any medically determinable physical or mental impairment
            that can be expected to result in death or that has lasted or can be
            expected to last for a continuous period of not less than twelve
            (12) months.

     (c)    "Fair Market Value" per share as of a particular date shall mean (i)
            if the shares of Ordinary Shares are not then listed on a national
            securities exchange or traded in an over-the-counter market, such
            value as the Committee, in its sole discretion, shall determine; or
            (ii) if the shares of Ordinary Shares are then traded on a national
            securities exchange the closing sales price per share of Ordinary
            Shares on the national securities exchange, on which the Ordinary
            Shares are principally traded, for the last preceding date on which
            there was a sale of such Ordinary Shares on such exchange, or (iii)
            if the shares of Ordinary Shares are then traded in an
            over-the-counter market, the average of the closing bid and asked
            prices for the shares of Ordinary Shares in such over-the-counter
            market for the last preceding date on which there was a sale of such
            Ordinary Shares in such market.

     (d)    "Option" or "Options" shall mean a grant to a Grantee (as defined in
            Section 3 hereof) of an option or options to purchase shares of
            Ordinary Shares. Options granted by the Committee (as defined in
            Section 3 hereof), pursuant to the Plan shall constitute either
            Incentive Stock Options or Nonqualified Stock Options.

     (e)    "Parent" shall mean any company (other than the Company) in an
            unbroken chain of companies ending with the Company if, at the time
            of granting an award, each of the companies other than the Company
            owns stock possessing fifty percent (50%) or more of the total
            combined voting power of all classes of stock in one of the other
            companies in such chain.


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     (f)    "Subsidiary" shall mean any company (other than the Company) in an
            unbroken chain of companies beginning with the Company if, at the
            time of granting an award, each of the companies other than the last
            company in the unbroken chain owns stock possessing fifty percent
            (50%) or more of the total combined voting power of all classes of
            stock in one of the other companies in such chain.

     (g)    "Ten Percent Stockholder" shall mean a Grantee (as defined in
            Section 3 hereof), who, at the time an Incentive Stock Option is
            granted, owns stock possessing more than ten percent (10%) of the
            total combined voting power of all classes of stock of the Company
            or any Parent or Subsidiary.

3.   ADMINISTRATION

The Plan shall be administered by a committee (the "Committee") established by
the Board of Directors of the Company (the "Board").

The Committee shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and
to exercise all the powers and authorities either specifically granted to it
under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Options and Restricted
Stock; to determine which Options shall constitute Incentive Stock Options and
which Options or Restricted Stock shall constitute Nonqualified Stock Options or
102 Securities; to determine the kind of consideration payable (if any) with
respect to awards; to determine the period during which Options may be exercised
and Restricted Stock shall be subject to restrictions, and whether in whole or
in installments; to determine the persons to whom, and the time or times at
which awards shall be granted (such persons are referred to herein as
"Grantees"); to determine the number of shares to be covered by each award; to
interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the agreements
(which need not be identical) entered into in connection with awards granted
under the Plan (the "Agreements"); to cancel or suspend awards, as necessary;
and to make all other determinations deemed necessary or advisable for the
administration of the Plan.

The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Committee or
any person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the Plan. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Grantees of
any awards under this Plan.

The Board shall fill all vacancies, however caused, in the Committee. The Board
may from time to time appoint additional members to the Committee, and may at
any time remove one or more Committee members and substitute others.

No member of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any award granted
hereunder.

4.   ELIGIBILITY

Officers, Directors, other employees and consultants of the Company or of any
Subsidiary or Parent shall be eligible to receive awards hereunder. In
determining the persons to whom awards shall be granted and the number of shares
to be covered by each award, the Committee, in its sole discretion, shall take
into account the contribution by the eligible individuals to the management,
growth and/or profitability of the business of the Company and such other
factors as the Committee shall deem relevant.

5.   ORDINARY SHARES

The maximum number of Ordinary Shares reserved for grant of awards under the
Plan shall be 46,300,000. Such shares may, in whole or in part, be authorized
but unissued shares. The foregoing numbers of shares may be increased or
decreased by the events set forth in Section 10 hereof.


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If any outstanding award under the Plan should, for any reason expire, be
canceled or be terminated without having been exercised in full, the shares of
Ordinary Shares allocable to the unexercised, canceled or terminated portion of
such award shall (unless the Plan shall have been terminated) become available
for subsequent grants of awards under the Plan.

6.   TERMS AND CONDITIONS OF OPTIONS

Each Option granted pursuant to the Plan shall be evidenced by a written
agreement between the Company and the Grantee (the "Option Agreement"), in such
form as the Committee shall from time to time approve, which Option Agreement
shall comply with and be subject to the following terms and conditions:

     (a)    NUMBER OF SHARES. Each Option Agreement shall state the number of
            shares of Ordinary Shares to which the Option relates.

     (b)    TYPE OF OPTION. Each Option Agreement shall specifically state that
            the Option constitutes an Incentive Stock Option or a Nonqualified
            Stock Option.

     (c)    OPTION PRICE. Each Option Agreement shall state the Option Price,
            which shall not be less than one-hundred percent (100%) of the Fair
            Market Value of the shares of Ordinary Shares covered by the Option
            on the date of grant. The Option Price shall be subject to
            adjustment as provided in Section 10 hereof. The date on which the
            Committee adopts a resolution expressly granting an Option shall be
            considered the day on which such Option is granted.

     (d)    MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in full,
            at the time of exercise and may be made in cash, by the delivery of
            shares of Ordinary Shares with a fair market value equal to the
            Option Price, provided that any such shares acquired by the Grantee
            pursuant to the exercise of an Incentive Stock Option shall have
            been held by the Grantee for a period of at least one year, or by a
            combination of cash and such shares that have been held by the
            Grantee for a period of at least one year whose fair market value
            together with such cash shall equal the Option Price. The Committee
            may also permit Grantees, either on a selective or aggregate basis,
            simultaneously to exercise Options and sell the shares of Ordinary
            Shares thereby acquired pursuant to a brokerage or a similar
            arrangement, approved in advance by the Committee, and use the
            proceeds from such sale as payment of the Purchase Price of such
            shares.

     (e)    TERM AND EXERCISABILITY OF OPTIONS. Each Option Agreement shall be
            exercisable at such times and under such conditions as the
            Committee, in its discretion, shall determine; provided, however,
            such exercise period shall not exceed ten (10) years from the date
            of grant of such Option. The exercise period shall be subject to
            earlier termination as provided in Sections 6(f) and 6(g) hereof. An
            Option may be exercised, as to any or all full shares of Ordinary
            Shares as to which the Option has become exercisable, by giving
            written notice of such exercise to the Committee or its designated
            agent.

     Options shall become exercisable in cumulative installments of 25% on the
            first, second, third and fourth anniversary of the date on which
            such Option is granted, or at such other times and in such other
            installments (which may be cumulative) as the Committee shall
            provide in the terms of the respective Option Agreements; provided,
            however, that the Committee, in its absolute discretion, may, on
            such terms and conditions as it may determine to be appropriate,
            accelerate the time at which such Option or any portion thereof may
            be exercised. The Option may contain performance goals and
            measurements, and the provisions with respect to any Option need not
            be the same as the provisions with respect to any other Option.

     (f)    TERMINATION. Except as provided in this Section 6(f) and in Section
            6(g) hereof, an Option may not be exercised unless the Grantee is
            then in the service or employ of the Company or a Parent or
            Subsidiary (or a company or a parent or subsidiary company of such
            company issuing or assuming the Option in a transaction to which
            Section 424(a) of the Code applies), and unless


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            the Grantee has remained continuously so employed or has
            continuously performed such services since the date of grant of the
            Option. In the event that the employment of a Grantee shall
            terminate or Grantee shall cease performance of services for the
            Company, a Parent or a Subsidiary thereof (in either event, other
            than by reason of death or disability), all Options of such Grantee
            that are exercisable at the time of such termination or cessation
            may, unless earlier terminated in accordance with their terms, be
            exercised within ninety (90) days after the date of such termination
            or cessation; provided, however, that if the Company, Subsidiary, or
            Parent, as the case may be, shall terminate the Grantee's employment
            for cause (as determined by the Committee), all Options theretofore
            granted to such Grantee shall, to the extent not theretofore
            exercised, terminate on the date of such termination or cessation
            unless otherwise determined by the Committee. In the case of a
            Grantee whose principal employer is a Subsidiary, the Grantee's
            employment shall be deemed to be terminated for purposes of this
            Section 6(f) as of the date on which such principal employer ceases
            to be a Subsidiary.

     (g)    DEATH OR DISABILITY OF GRANTEE. If a Grantee shall die while
            employed by, or performing services for, the Company or a Parent or
            subsidiary thereof, or within ninety (90) days after the date of
            cessation of such Grantee's employment or performance of services
            other than as a result of termination for cause (or within such
            longer period as the Committee may have provided pursuant to Section
            6(e) hereof), or if the Grantee's employment shall terminate or
            performance of services shall cease by reason of Disability, all
            Options theretofore granted to such Grantee may, unless earlier
            terminated in accordance with their terms, be exercised by the
            Grantee or by the Grantee's estate or by a person who acquired the
            right to exercise such Options by bequest or inheritance or
            otherwise by reason of the death or Disability of the Grantee, at
            any time within twelve months after the date of death or Disability
            of the Grantee. In the event that an Option granted hereunder shall
            be exercised by the legal representatives of a deceased or former
            Grantee, written notice of such exercise shall be accompanied by a
            certified copy of letters testamentary or equivalent proof of the
            right of such legal representative to exercise such Option.

     (h)    LOANS. Subject to any law, the Company may make loans to Grantees as
            the Committee, in its discretion, may determine in connection with
            the exercise of outstanding options granted under the Plan. Such
            loans shall (i) be evidenced by promissory notes entered into by the
            Grantees in favor of the Company, (ii) be subject to the terms and
            conditions set forth in this Section 6(h) and such other terms and
            conditions, not inconsistent with the Plan, as the Committee shall
            determine and (iii) bear interest, if any, at such rate as the
            Committee shall determine. In no event may the principal amount of
            any such loan exceed the exercise price less the par value of the
            shares of Ordinary Shares covered by the option, or portion thereof,
            exercised by the Grantee. The initial term of the loan, the schedule
            of payments of principal and interest under the loan, the extent to
            which the loan is to be with or without recourse against the Grantee
            with respect to principal and/or interest and the conditions upon
            which the loan will become payable in the event of the Grantee's
            termination of employment or ceasing to perform services shall be
            determined by the Committee; provided, however, that the term of the
            loan, including extensions, shall not exceed 10 years. Unless the
            Committee determines otherwise, when a loan shall have been made,
            shares of Ordinary Shares having a Fair Market Value at least equal
            to the principal amount of the loan shall be pledged by the Grantee
            to the Company as security for payment of the unpaid balance of the
            loan and such pledge shall be evidenced by a pledge agreement, the
            terms of which shall be determined by the Committee, in its
            discretion; provided, however, that each loan shall comply with all
            applicable laws, regulations and rules of the Board of Governors of
            the Federal Reserve System and any other governmental agency having
            jurisdiction.

     (i)    OTHER PROVISIONS. The Option Agreements evidencing Options under the
            Plan shall contain such other terms and conditions, not inconsistent
            with the Plan, as the Committee may determine.

     (j)    EXERCISE OF OPTIONS. A Grantee who decides to exercise an Option in
            whole or in part shall give notice to the Company or its designated
            agent of such exercise in writing on a form


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            approved by the Committee. Such notice shall specify the manner in
            which the Grantee will make payment of the Option Price.

7.   NONQUALIFIED STOCK OPTIONS

     7.1. Options intended to constitute Nonqualified Stock Options shall be
     subject only to the general terms and conditions specified in Section 6
     hereof.

7A.  102 SECURITIES

Any 102 Securities which shall be granted to employees or consultants of the
Company, any Subsidiary or Parent, or if required by law, shall be issued to a
trustee nominated by the Board or the Committee (in accordance with the
provisions of Section 102) (the "Trustee") and held for the benefit of the
Grantee in accordance with any of the alternatives under Section 102 as shall be
prescribed from time to time by the Committee. The Trustee may also hold in
trust any shares issued upon exercise of such 102 Securities, pursuant to the
provisions of Section 102.

8.   INCENTIVE STOCK OPTIONS

Options intended to constitute Incentive Stock Options shall be subject to the
following special terms and conditions, in addition to the general terms and
conditions specified in Section 6 hereof.

     (a)    VALUE OF SHARES. The aggregate Fair Market Value (determined as of
            the date the Incentive Stock Option is granted) of the shares of
            equity securities of the Company with respect to which Incentive
            Stock Options granted under this Plan and all other option plans of
            any Parent or Subsidiary become exercisable for the first time by
            each Grantee during any calendar year shall not exceed $100,000. To
            the extent that the aggregate fair market value of shares with
            respect to which Incentive Stock Options are exercisable for the
            first time by any Grantee during any calendar year exceeds $100,000,
            such Option shall be treated as a Non-Qualified Stock Option. The
            foregoing shall be applied by taking options into account in the
            order in which they were granted, with the fair market value of any
            share to be determined at the time of the grant of the Option. In
            the event the foregoing results in a portion of an Incentive Stock
            Option exceeding the $100,000 limitation, only such excess shall be
            treated as a Non-Qualified Stock Option.

     (b)    TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option
            granted to a Ten Percent Stockholder, (i) the Option Price shall not
            be less than one hundred and ten percent (110%) of the Fair Market
            Value of the shares of Ordinary Shares on the date of grant of such
            Incentive Stock Option and (ii) the exercise period shall not exceed
            five (5) years from the date of grant of such Incentive Stock
            Option.

9.   RESTRICTED STOCK

The Committee may award shares of Restricted Stock to any eligible individual.
Each award of Restricted Stock under the Plan shall be evidenced by an
instrument, in such form as the Committee shall from time to time approve (the
"Restricted Stock Agreement"), and shall comply with the following terms and
conditions (and with such other terms and conditions not inconsistent with the
terms of this Plan as the Committee, in its discretion, shall establish
including, without limitation, the requirement that a Grantee provide
consideration for Restricted Stock upon the lapse of restrictions):

     (a)    The Committee shall determine the number of shares of Ordinary
            Shares to be issued to the Grantee pursuant to the award.

     (b)(i) Shares of Restricted Stock may not be sold, assigned, transferred,
            pledged, hypothecated or otherwise disposed of, except by will or
            the laws of descent and distribution, for such period as the
            Committee shall determine from the date on which the award is
            granted (the "Restricted Period"). The Committee may also impose
            such other restrictions and conditions on the shares as it deems
            appropriate including the satisfaction of performance criteria.
            Certificates for shares of


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            stock issued pursuant to Restricted Stock awards shall bear an
            appropriate legend referring to such restrictions, and any attempt
            to dispose of any such shares of stock in contravention of such
            restrictions shall be null and void and without effect. During the
            Restricted Period, such certificates shall be held in escrow by an
            escrow agent appointed by the Committee. In determining the
            Restricted Period of an award, the Committee may provide that the
            foregoing restrictions shall lapse with respect to specified
            percentages of the awarded shares on successive anniversaries of the
            date of such award, provided that the restrictions with respect to
            no more than 25% of the awarded shares shall lapse prior to the
            first anniversary of the date of grant, no more than additional 25%
            shall lapse prior to the second anniversary of the date of grant, no
            more than additional 25% shall lapse prior to the third anniversary
            of the date of grant and no more than additional 25% shall lapse
            prior to the forth anniversary of the date of grant; provided
            further, however, that the foregoing vesting schedule shall not
            apply to (A) Restricted Stock granted with restrictions related to
            satisfaction of performance criteria; or (B) extraordinary
            circumstances as shall be determined by the Committee which shall
            include, without limitation, death or disability, a merger,
            consolidation, sale, reorganization, recapitalization, or change in
            control of the Company; or any other nonrecurring significant event
            affecting the Company, a Participant or the Plan.

     (ii)   The Committee may adjust the performance goals to take into account
            changes in law and accounting and tax rules and to make such
            adjustments as the Committee deems necessary or appropriate to
            reflect the inclusion or exclusion of the impact of extraordinary or
            unusual items, events or circumstances, provided that no adjustment
            shall be made which will result in an increase in the compensation
            of any Grantee whose compensation is subject to the limitation on
            deductibility under Section 162(m) of the Internal Revenue Code, as
            amended, or a successor provision, for the applicable year. The
            Committee also may adjust the performance goals by reducing the
            amount to be received by any Grantee pursuant to an award if and to
            the extent that the Committee deems it appropriate.

     (c)    Subject to such exceptions as may be determined by the Committee, if
            the Grantee's continuous employment with, or performance of, service
            for, the Company or any Parent or Subsidiary shall cease for any
            reason prior to the expiration of the Restricted Period of an award,
            any shares remaining subject to restrictions (after taking into
            account the provisions of Subsection (e) of this Section 9) shall be
            repurchased by the Company or its Subsidiary at a price per share
            equal to the par value thereof.

     (d)    During the Restricted Period the Grantee shall possess all incidents
            of ownership of such shares, subject to Subsection (b) of this
            Section 9, including the right to receive dividends with respect to
            such shares and to vote such shares.

     (e)    The Committee shall have the authority (and the Restricted Stock
            Agreement may so provide) to cancel all or any portion of any
            outstanding restrictions prior to the expiration of the Restricted
            Period with respect to any or all of the shares of Restricted Stock
            awarded on such terms and conditions as the Committee shall deem
            appropriate.

     (f)    Other Stock-Based Awards The Committee may grant other awards under
            the Plan pursuant to which shares of Ordinary Shares (which may, but
            need not, be shares of Restricted Stock pursuant to Section 9
            hereof) are or may in the future be acquired, or awards denominated
            in stock units, including ones values using measures other than
            market value. The Committee may also grant stock appreciation rights
            without the grant of an accompanying option, which rights shall
            permit the Grantees to receive, at the time of any exercise of such
            rights, cash equal to the amount by which the fair market value of
            all shares of Ordinary Shares in respect to which the right was
            granted exceeds the exercise price thereof. Such other stock based
            awards may be granted alone, in addition to, or in tandem with any
            award of any typed granted under the plan and must be consistent
            with the purposes of the Plan.

9A.  LIMITATIONS AND CONDITIONS.


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     (i)    In the event that the Company makes an acquisition or is a party to
            a merger or consolidation and the Company assumes or substitutes for
            the options or other awards consistent with the purpose of this Plan
            of the Company acquired, merged or consolidated which are
            administered pursuant to this Plan, shares of Ordinary Shares
            subject to the assumed or substituted options or other awards shall
            not count as part of the total number of shares of Ordinary Shares
            that may be made subject to awards under this Plan, except as may be
            required by reason of Section 422 and related provisions of the
            Code. Any assumed or substituted awards to be administered under the
            Plan shall be on such terms as the Board deems appropriate in the
            circumstances, notwithstanding any limitations on the terms and
            conditions of awards contained in the Plan.

     (ii)   Any shares that have been made subject to an award that cease to be
            subject to the award (other than by reason of exercise or payment of
            the award to the extent it is settled in shares) shall again be
            available for award and shall not be considered as having been
            theretofore made subject to award.

     (iii)  Nothing contained herein shall affect the right of the Company to
            terminate any Grantee's employment at any time or for any reason.

10.  EFFECT OF CERTAIN CHANGES

     (a)    If there is any change in the shares of Ordinary Shares through the
            declaration of stock dividends, recapitalization, stock splits,
            combinations or exchanges of such shares, or other similar
            transactions, which result in any increase or decrease in the number
            of issued Ordinary Shares effected without receipt of consideration
            (provided, however, that conversion of any convertible security of
            the Company shall not be deemed to have been effected without
            receipt of consideration), the number of shares of Ordinary Shares
            available for awards, the number of such shares covered by
            outstanding awards, and the price per share of Options shall be
            proportionately adjusted by the Committee to reflect such change in
            the issued shares of Ordinary Shares; provided, however, that any
            fractional shares resulting from such adjustment shall be
            eliminated.

     (b)    In the event of the dissolution or liquidation of the Company or in
            the event of any corporate separation or division, including, but
            not limited to, split-up, split-off or spin-off or in the event of
            other similar transactions, the Committee may provide that:

            (i)  the Grantee of any award hereunder shall have the right to
                 exercise an Option (at its then Option price) or to receive in
                 respect of other types of awards the kind and amount of shares
                 of stock and other securities, property, cash or any
                 combination thereof receivable upon such dissolution,
                 liquidation, or corporate separation or division by a Grantee
                 of the number of shares of Ordinary Shares subject to such
                 award for which such award might have been exercised or
                 realized immediately prior to such dissolution, liquidation, or
                 corporate separation or division; or

            (ii) each award granted under the Plan shall terminate as of a date
                 to be fixed by the Committee and that not less than thirty (30)
                 days' written notice of the date so fixed shall be given to
                 each Grantee, who shall have the right, during the period of
                 thirty (30) days preceding such termination, to exercise or
                 otherwise realize with respect to such awards all or any part
                 of the shares of Ordinary Shares and other securities,
                 property, cash or any combination thereof, covered thereby.

            In the event of a proposed sale of all or substantially all of the
            assets of the Company or the merger of the Company with or into
            another corporation, the Committee may provide that any award then
            outstanding shall be assumed or an equivalent award shall be
            substituted by such successor corporation or a parent or subsidiary
            of such successor corporation, unless such successor corporation
            does not agree to assume the award or to substitute an equivalent
            award, in which case the Committee shall, in lieu of such assumption
            or substitution, provide for


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            the realization of such outstanding awards in the manner set forth
            in subsections 10(b)(i) or 10(b)(ii) above.

     (c)    In the event of a change in the Ordinary Shares of the Company as
            presently constituted that is limited to a change of all of its
            authorized shares of Ordinary Shares into the same number of shares
            with a different par value or without par value, the shares
            resulting from any such change shall be deemed to be the Ordinary
            Shares within the meaning of the Plan.

     (d)    Except as herein before expressly provided in this Section 10, the
            Grantee of an award hereunder shall have no rights by reason of any
            subdivision or consolidation of shares of stock of any class or the
            payment of any stock dividend or any other increase or decrease in
            the number of shares of stock of any class or by reason of any
            dissolution, liquidation, merger, or consolidation or spin-off of
            assets or stock of another company; and any issue by the Company of
            shares of stock of any class, or securities convertible into shares
            of stock of any class, shall not affect, and no adjustment by reason
            thereof shall be made with respect to, the number or price of shares
            of Ordinary Shares subject to an award. The grant of an award
            pursuant to the Plan shall not affect in any way the right or power
            of the Company to make adjustments, reclassifications,
            reorganizations or changes of its capital or business structures or
            to merge or to consolidate or to dissolve, liquidate or sell, or
            transfer all or part of its business or assets or engage in any
            similar transactions.

11.  [RESERVED]

12.  EFFECTIVE DATE AND TERM OF THE PLAN

Awards may be granted pursuant to the Plan from time to time by no later than
January 17, 2016, but awards previously granted may extend beyond such date

13.  NONTRANSFERABILITY OF AWARDS

Awards granted under the Plan shall not be transferable otherwise than by will
or by the laws of descent and distribution, other than pursuant to a valid
qualified domestic relations order issued by a court pursuant to Section 414(p)
of the Code, and awards may be exercised or otherwise realized, during the
lifetime of the Grantee, only by the Grantee.

14.  APPROVAL OF SHAREHOLDERS

The Plan shall take effect upon its adoption by the Board but the Plan (and any
grants of awards made prior to the shareholder approval mentioned herein) shall
be subject to the approval of the holder(s) of a majority of the issued and
outstanding shares of voting securities of the Company entitled to vote, which
approval must occur within twelve months of the date the Plan is adopted by the
Board.

15.  AGREEMENT BY GRANTEE REGARDING WITHHOLDING TAXES

If the Committee shall so require, as a condition of exercise of an Option or
other realization of an award, each Grantee shall agree that no later than the
date of exercise or other realization of an award granted hereunder, the Grantee
will pay to the Company or make arrangements satisfactory to the Committee
regarding payment of any federal, state or local taxes of any kind required by
law to be withheld upon the exercise of an Option or other realization of an
award. Alternatively, the Committee may provide that a Grantee may elect, to the
extent permitted or required by law, to have the Company deduct federal, state
and local taxes of any kind required by law to be withheld upon the exercise of
an Option or realization of any award from any payment of any kind due to the
Grantee.

16.  AMENDMENT AND TERMINATION OF THE PLAN


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The Board at any time and from time to time may suspend, terminate, modify or
amend the Plan; provided, however, that any amendment that would increase the
aggregate number of Ordinary Shares as to which awards may be granted under the
Plan or materially increase the benefits accruing to Grantees under the Plan or
change the class of employees eligible for participation in the Plan or reduce
the basis upon which the minimum Option Price is determined or extend the period
within which awards under the Plan may be granted or provide for an Option that
is exercisable more than 10 years after the date it is granted shall be subject
to the approval of the holders of a majority of the Ordinary Shares issued and
outstanding, except that any such increase or modification that may result from
adjustments authorized by Section 10 hereof shall not require such approval.
Except as provided in Section 10 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any award previously
granted, unless the written consent of the Grantee is obtained. In addition,
unless such action is approved by the Company's shareholders: (1) no outstanding
Option granted under the Plan may be amended to provide an exercise price per
share that is lower than the then-current exercise price per share of such
outstanding Option (other than adjustments pursuant to Section 10) and (2) the
Board may not cancel any outstanding Option (whether or not granted under the
Plan) and grant in substitution therefore new awards under the Plan covering the
same or a different number of shares of Ordinary Shares and having an exercise
price per share lower than the then-current exercise price per share of the
cancelled option. No Option granted under the Plan shall contain any provision
entitling the Grantee to the automatic grant of additional Options in connection
with any exercise of the original Option.

17.  RIGHTS AS A SHAREHOLDER

Except as provided in Section 9(d) hereof, a Grantee or a transferee of an award
shall have no rights as a shareholder with respect to any shares covered by the
award until the date of the issuance of a stock certificate to him or her for
such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distribution of
other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 10 hereof.

18.  NO RIGHTS TO EMPLOYMENT

Nothing in the Plan or in any award granted or Agreement entered into pursuant
hereto shall confer upon any Grantee the right to continue in the employ of the
Company or any subsidiary or to be entitled to any remuneration or benefits not
set forth in the Plan or such Agreement or to interfere with or limit in any way
the right of the Company or any such subsidiary to terminate such Grantee's
employment or services. Awards granted under the Plan shall not be affected by
any change in duties or position of a Grantee as long as such Grantee continues
in the employ of the Company or any subsidiary.

19.  BENEFICIARY

A Grantee may file with the Committee a written designation of a beneficiary on
such form as may be prescribed by the Committee and may, from time to time,
amend or revoke such designation. If no designated beneficiary survives the
Grantee, the executor or administrator of the Grantee's estate shall be deemed
to be the Grantee's beneficiary.

20.  GOVERNING LAW

The Plan and all determinations made and actions taken pursuant hereto shall be
governed by the laws of the State of New York.


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