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                                                               EXHIBIT 10.10(b)



                       NEW SAC RESTRICTED SHARE AGREEMENT

                                (ROLLOVER GROUP)

         THIS AGREEMENT (the "Agreement"), is made effective as of the __the day
of ________, 2000, (hereinafter called the "Date of Grant"), between New SAC, a
limited company incorporated in the Cayman Islands (the "Company") and the
individual listed on Schedule I hereto (the "Participant"):

         The Company, pursuant to the New SAC 2000 Restricted Share Plan (the
"Plan") hereby grants to the Participant, the number of ordinary shares, par
value $.0001, of the Company (the "Ordinary Shares") and the number of preferred
shares, par value $.0001, of the Company (the "Preferred Shares", together with
the Ordinary Shares, the "Shares") listed on Schedule I hereto. The Shares are
granted pursuant to the Plan, and are governed by the terms and conditions of
the Plan. All defined terms used herein, unless specifically defined in this
Agreement, have the meanings assigned to them in the Plan. The Participant
agrees to be bound by all terms and conditions of this Agreement and the Plan,
as amended from time to time.

         To be effective, this Restricted Share Agreement must be signed by the
Participant and returned to the General Counsel, within 10 weeks of the date
hereof and the Participant must become a signatory to the Management
Shareholders Agreement dated as of November 22, 2000 among the Company and
certain individuals identified therein.

                  1. Restrictions on Transfer of Shares. (a) Except as otherwise
determined by the Committee, the Shares cannot be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of (collectively, a "Transfer")
during the Restriction Period. For purposes of this Agreement, the Restriction
Period shall mean, from the Date of Grant until the thirtieth month following
the Date of Grant; provided, however, that the Restriction Period shall lapse
with respect to one-third of the Ordinary Shares and one-third of the Preferred
Shares on the first anniversary of the Date of Grant, with respect to one-third
of the Ordinary Shares and one-third of the Preferred Shares ratably each month
over the 18 months following the first anniversary of the Date of Grant and with
respect to remaining one-third of the Ordinary Shares and one-third of the
Preferred Shares on the date which is thirty months following the Date of Grant.

                  (b) Regardless of whether the restrictions imposed by this
Paragraph 1 hereof have lapsed and subject to any transfer restrictions in the
Management Stockholders Agreement, the Participant shall only Transfer the
Preferred Shares with a proportionate number of the Ordinary Shares and the
Participant shall only Transfer the Ordinary Shares with a proportionate number
of the Preferred Shares, provided, however, that the foregoing restriction shall
not be applicable to any Transfer by the Participant of the Preferred Shares or
the Ordinary Shares as separate securities pursuant to the Tag-Along Rights or
Take-Along Rights of the Management Stockholders Agreement.

                  2. Forfeiture of Shares. (a) If the Participant's employment
with the Company shall terminate, prior to the expiration of the Restriction
Period, for any reason, any Shares with respect to which the Restriction Period
has not yet lapsed (the "Restricted Shares") shall, upon such termination of
employment, be forfeited by Participant to the Company, without the payment of
any consideration or further consideration by the Company, and neither


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Participant nor any successors, heirs, assigns, or personal representatives of
Participant shall thereafter have any further rights or interest in the
Restricted Shares or under this Agreement, and Participant's name shall
thereupon be deleted from the list of the Company's shareholders with respect to
the Restricted Shares; provided, however, that if the employment of Participant
with the Company shall be terminated for any reason (including death or
disability) other than (A) by the Participant without Good Reason or (B) by the
Company for Cause or if the Participant's employment with the Company (or its
Affiliates) terminates by reason of the Company's sale or other disposition of
the entity employing Participant so that such entity is no longer an Affiliate
of the Company, then the Restriction Period shall lapse with respect to the
Restricted Shares and the Restricted Shares shall thereby be free of such
restrictions.

                  (b) For purposes of this Agreement "Cause" shall mean (i) the
Participant's continued failure substantially to perform the material duties of
his office (other than as a result of total or partial incapacity due to
physical or mental illness), (ii) the embezzlement or theft by the Participant
of the Company's property, (iii) the commission of any act or acts on the
Participant' s part resulting in the conviction of such Participant of a felony
under the laws of the United States or any state, (iv) the Participant's willful
malfeasance or willful misconduct in connection with the Participant's duties to
the Company or any other act or omission which is materially injurious to the
financial condition or business reputation of the Company or any of its
subsidiaries or affiliates, or (v) a material breach by the Participant of the
material terms of his employment agreement, the Management Shareholders
Agreement or any non-compete, non-solicitation or confidentiality provisions to
which the Participant is subject. However, no termination shall be deemed for
Cause under clause (i), (iv) or (v) unless the Participant is first given
written notice by the Company of the specific acts or omissions which the
Company deems constitute grounds for a termination for Cause and is provided
with at least 30 days after such notice to cure the specified deficiency.

                  (c) For purposes of this Agreement, "Good Reason" shall mean a
Participant's resignation of his or her employment with the Company as a result
of the following actions, which actions remain uncured for at least 30 days
following written notice from the Participant to the Company describing the
occurrence of such events and asserting that such events constitute grounds for
a Good Reason resignation, provided notice of such resignation is given to the
Company within sixty (60) days after the expiration of such cure period: (i)
without the Participant's express written consent, any material reduction in the
Participant's authority or responsibilities from those set forth in an
employment agreement between the Company and the Participant (the "Employment
Agreement") (or if such Participant is not a party to an Employment Agreement,
from the authority and responsibilities initially assigned to such Participant
by the Company after the Closing), (ii) without the Participant's express
written consent, a reduction of 10% or more in the level of the base salary,
target annual bonus or employee benefits to be provided to the Participant under
the Employment Agreement (or if such Participant is not a party to an Employment
Agreement, a reduction of 10% or more in the level of base salary, target annual
bonus or employee benefits provided to such Participant immediately prior to the
Closing), other than a reduction implemented with the consent of the Participant
or a reduction that is equivalent to reduction in base salaries, bonus
opportunities and/or employee benefits, as applicable, imposed on all other
senior executives of the Company

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at a similar level within the Company (provided that the use of private aircraft
shall not be deemed an employee benefit for these purposes); or (iii) the
relocation of the Participant to a principal place of employment more than 50
miles from the Participant's current principal place of employment, without the
Participant's express written consent.

                  3. Voting; Distributions. Regardless of whether the
restrictions imposed by Paragraph 1 hereof have lapsed, the Participant shall
have the right to vote the Shares granted hereunder to the extent the
Participant is a shareholder of record on any applicable record date with
respect to such Shares. To the extent that the restrictions imposed by Paragraph
1 have not lapsed with respect to Shares, distributions (other than tax
distributions), whether in cash, securities or other property, with respect to
such Shares shall be held by the Company and distributed when the restrictions
lapse.

                  4. No Right to Employment. The execution and delivery of this
Agreement and the granting of Shares hereunder shall not constitute or be
evidence of any agreement or understanding, express or implied, on the part of
the Company or its affiliates to employ the Participant for any specific period
or in any particular capacity and shall not prevent the Company or its
affiliates from terminating the Participant's employment at any time with or
without cause.

                  5. Change in Control. [In the event of a Change in Control,
the Restriction Period shall lapse with respect to the greater of (i) the number
of Ordinary Shares and Preferred Shares for which the Restriction Period would
have lapsed within the twelve months following the Change in Control or (ii)
fifty percent of the Ordinary Shares and the Preferred Shares subject to the
Restriction Period.]1 If the successor entity in the Change in Control does not
assume the Restricted Shares, substitute shares of its capital stock with
restrictions substantially equivalent to those in effect for the Restricted
Shares immediately prior to the Change in Control or otherwise continue the
Restricted Shares in effect following the Change in Control, then the
Restriction Period shall lapse with respect to such Restricted Shares
immediately prior to the Change in Control.

                  6. Application of Laws. The granting of Shares hereunder shall
be subject to all applicable laws, rules and regulations and to such approvals
of any governmental agencies as may be required, in particular the laws of the
Cayman Islands.

                  7. Taxes. Any taxes required by federal, state or local laws
to be withheld by the Company shall be paid to the Company by the Participant by
the time such taxes are required to be paid or deposited by the Company.

                  8. Notices. Any notices required to be given hereunder to the
Company shall be addressed to New SAC, Attention: General Counsel, and any
notice required to be given hereunder to the Participant shall be sent to the
Participant's address as shown on the records of the Company.

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1.  Tier I Senior Managers Only.


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                  9. Choice of Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to the conflict of laws provisions thereof.













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                                   SCHEDULE I

Name of Senior Manager:  _____________________________

                  Number of Ordinary Shares: ____________

                  Number of Preferred Shares: ________

                 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.

                                           NEW SAC

                                           By _____________________
                                              Name:
                                              Title:

Agreed and acknowledged as
of the date first above written:




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