exhibit10_13.htm


    Exhibit
10.13

    


    Option
Number:                                                                           

    Optionee
Name:                                                                           

    


    


    KINETIC
CONCEPTS, INC.

    2008
OMNIBUS STOCK INCENTIVE PLAN

    INTERNATIONAL
STOCK OPTION AGREEMENT

    


    THIS
AGREEMENT (the “Option Agreement”) is made and entered into as of
_______________, 200__ (the “Date of Grant”), by and between Kinetic Concepts,
Inc., a Texas corporation (the “Company”), and [_________________________] (the
“Optionee”).  Capitalized terms not defined herein shall have the
meaning ascribed to them in the Company’s 2008 Omnibus Stock Incentive Plan (the
“Plan”).  Where the context permits, references to the Company or any
of its Subsidiaries or affiliates shall include the successors to the
foregoing.

     

    Pursuant
to the Plan, the Administrator has determined that the Optionee is to be granted
an option (the “Option”) to purchase Shares, subject to the terms and conditions
set forth in the Plan and herein (including Appendices A and B), and hereby
grants such Option.

     

    1. Number of Shares and
Exercise Price.  The Option entitles the Optionee to purchase
[_______] Shares (the “Option Shares”) at a price of US$[______] per share (the
“Option Exercise Price”).

     

    2. Option
Term.  The term of the Option and of the Option Agreement (the
“Option Term”) shall commence on the Date of Grant and, unless the Option is
previously terminated pursuant to Paragraph 5 below, shall terminate upon the
expiration of ten (10) years from the Date of Grant (the “Expiration
Date”).  As of the Expiration Date, all rights of the Optionee
hereunder shall terminate.

     

    3. Conditions of
Exercise.

     

    
      	
              (a)  

            	
              Subject
      to Paragraph 5 below, the Option shall vest at such time or times as are
      set forth in Appendix A hereto.

               

            


    

    
      	
              (b)  

            	
              Except
      as otherwise provided herein, the right of the Optionee to purchase Option
      Shares with respect to which the Option has become exercisable and vested
      may be exercised in whole or in part at any time or from time to time
      prior to the Expiration Date; provided, however, that the Option may not
      be exercised for a fraction of a Share.

               

            


    

    4. Method of
Exercise.  This Option may be exercised, in whole or in part,
by means of any online broker assisted exercise procedure approved by the
Administrator, or by delivery of a written notice of exercise to the Company in
such form as may be approved by the Administrator from time to time and which
may be obtained from the Company’s Equity Accounting and Administration
department, accompanied by payment in full of the aggregate Option Exercise
Price in U.S. dollars which may be made (i) in cash or by check, (ii) to the extent permitted
by applicable law, by means of any cash or cashless exercise procedure through
the use of a brokerage arrangement approved by the Administrator, (iii) in the
form of unrestricted Shares already owned by the Optionee to the extent the
unrestricted Shares have a Fair Market Value on the date of surrender equal to
the aggregate Option Exercise Price of the Shares as to which such Option shall
be exercised and the minimum statutory withholding taxes with respect thereto,
or (iv) any combination of the foregoing.

     

    5. Effect of Termination of
Employment or Service; or Change in Control.

     

    
      	
              (a)  

            	
              If
      the Optionee’s employment with or service to the Parent, the Company or
      any of its Affiliates terminates for any reason, other than by reason of
      the Optionee’s death or Disability, the Option, to the extent vested and
      exercisable as of the date of such termination, shall expire 90 days
      following the date of such termination, and the Option, to the extent not
      vested and exercisable as of the date of such termination, shall expire as
      of such date.  The Option shall not be exercisable after the
      Expiration Date.

               

            


    

    
      	
              (b)  

            	
              If
      the Optionee’s employment with or service to the Parent, the Company or
      any of its Affiliates terminates by reason of the Optionee’s death or
      Disability, any portion of the Option that is outstanding at such time
      shall become fully and immediately vested and exercisable, and shall
      expire 180 days following the date of such termination.  The
      Option shall not be exercisable after the Expiration Date.

               

            


    

    
      	
              (c)  

            	
              If
      the Optionee’s employment with or service to the Parent, the Company or
      any of its Affiliates is terminated by the Company other than for Cause
      within 24 months following a Change in Control, any portion of the Option
      that is outstanding at such time shall become fully and immediately vested
      and exercisable.

               

            


    

    6. Adjustments.  The
Option and all rights and obligations under this Option Agreement are subject to
Section 3 of the Plan.

     

    7. Nontransferability of
Option.  Except by will or under the laws of descent and
distribution and as set forth in the following two sentences, the Optionee may
not sell, transfer, pledge or assign the Option, and, during the lifetime of the
Optionee, only the Optionee may exercise the Option.  Notwithstanding
the foregoing, during the Optionee’s lifetime, the Administrator may, in its
sole discretion, permit the transfer, assignment or other encumbrance of the
Option.  Additionally, subject to the approval of the Administrator
and to any conditions that the Administrator may prescribe, the Optionee may,
upon providing written notice to the Company, elect to transfer the Option (i)
to members of his or her Immediate Family, provided that no such
transfer may be made in exchange for consideration, (ii) by instrument to an
inter vivos or testamentary trust in which the Option is to be passed to
beneficiaries upon the death of the Optionee, or (iii) pursuant to a qualified
domestic relations order or any similar instrument, to the extent permitted by
applicable law.  Any attempted sale, transfer, pledge, assignment,
encumbrance or other disposition of the Option contrary to the provisions hereof
shall be null and void and without effect.

     

    8. Notice.  Whenever
any notice is required or permitted hereunder, such notice shall be in writing
and shall be given by personal delivery, facsimile, first class mail, certified
or registered with return receipt requested.  Any notice required or
permitted to be delivered hereunder shall be deemed to have been duly given on
the date which it is personally delivered or, whether actually received or not,
on the fifth day after depositing in the post or 24 hours after transmission by
facsimile to the respective parties named below.

     

    
      	
               
      

            	
              If
      to the Company:

            


    

    
      	 	
              Kinetic
      Concepts, Inc.

              Attn.:  Chief
      Financial Officer

              8023
      Vantage Drive

              San
      Antonio, TX  78230

            
	 	
              U.S.A.

              Phone:
      1- (210) 255-6494

              Fax:
      1- (210) 255-6997

            


    

    


    
      	
               
      

            	
              If
      to the Optionee:

            


    

    
      	 	
              [Name
      of
      Optionee]  ________________________________________

            
	 	
              [Address]  ________________________________________________

            
	 	
              Facsimile:
      ________________________________________________

            


    

    


    


    Either
party may change such party’s address for notices by duly giving notice pursuant
hereto.

     

    9. Withholding Requirements in
Connection with the Option.  Regardless of any action the
Company or the
Optionee’s employer (the “Employer”) takes with respect to any or all income
tax, social insurance, payroll tax, payment on account or other tax-related
withholding (“Tax-Related Items”), the Optionee acknowledges that the ultimate
liability for all Tax-Related Items legally due by him or her is and remains the
Optionee’s responsibility and that the Company and/or the Employer
(1) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Option grant, including
the grant, vesting or exercise of the Option, the subsequent sale of Shares
acquired pursuant to such exercise and the receipt of any dividends; and
(2) do not commit to structure the terms of the grant or any aspect of the
Option to reduce or eliminate the Optionee’s liability for Tax-Related
Items.

     

    Prior to
exercise of the Option, the Optionee will pay or make adequate arrangements
satisfactory to the Company and/or the Employer to
satisfy all withholding and payment on account obligations of the Company and/or the
Employer.  In this regard, the Optionee authorizes the Company and/or the Employer, at
their discretion, to satisfy the obligations with regard to all Tax-Related
Items legally payable by the Optionee by one or a combination of the
following:  (1) withholding from the Optionee’s wages or other
cash compensation paid to the Optionee by the Company and/or the Employer;
(2) withholding from proceeds of the sale of Shares acquired upon exercise
of the Option; (3) selling or arranging for the sale of Shares that the
Optionee acquires to meet the withholding obligation for Tax-Related Items;
and/or (4) withholding in Shares, provided that the Company only withholds the
amount of Shares necessary to satisfy the minimum withholding
amount.

     

    If the
obligation for Tax-Related Items is satisfied by withholding in Shares, the
Optionee is deemed to have been issued the full number of Shares subject to the
Option, notwithstanding that a number of Shares are held back solely for the
purpose of paying the Tax-Related Items due as a result of any aspect of the
Option.

     

    Finally,
the Optionee will pay to the Company or the Employer any
amount of Tax-Related Items that the Company or the Employer may be
required to withhold as a result of the Optionee’s participation in the Plan or
the Optionee’s purchase of Shares that cannot be satisfied by the means
previously described.  The Company may refuse to honor the exercise
and refuse to deliver the Shares if the Optionee fails to comply with his or her
obligations in connection with the Tax-Related Items as described in this
section.

     

    10. Compliance with
Laws.

     

    (a) Shares
shall not be issued or credited to the Optionee’s account pursuant to the
exercise of the Option granted hereunder unless the exercise of such Option and
the issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the U.S. Securities
Act of 1933, as amended, the U.S. Exchange Act, the requirements of any stock
exchange upon which the Shares may then be listed, and the applicable local
laws, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.  The Company shall be under no
obligation to effect the registration pursuant to the U. S. Securities Act of
1933, as amended, of any interests in the Plan or any Shares to be issued
hereunder or to effect similar compliance under any state or local
laws.

     

    (b) All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Administrator may deem
advisable under the rules, regulations, and other requirements of the U.S.
Securities and Exchange Commission, any stock exchange upon which the Shares may
then be listed, and any applicable federal, state, or local securities law, and
the Administrator may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.  The
Administrator may require, as a condition of the issuance and delivery of
certificates evidencing Shares pursuant to the terms hereof, that the recipient
of such Shares make such agreements and representations as the Administrator, in
its sole discretion, deems necessary or desirable.

     

    11. Protections Against
Violations of Agreement.  No purported sale, assignment,
mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust
(voting or other) or other disposition of, or creation of a security interest in
or lien on, any of the Option Shares by any holder thereof in violation of the
provisions of this Option Agreement or the Articles of Incorporation or the
Bylaws of the Company, will be valid, and the Company will not transfer any of
such Option Shares on its books nor will any of such Option Shares be entitled
to vote, nor will any dividends be paid thereon, unless and until there has been
full compliance with such provisions to the satisfaction of the
Company.  The foregoing restrictions are in addition to and not in
lieu of any other remedies, legal or equitable, available to enforce said
provisions.

     

    12. Nature of
Grant.

     

    
      	
              (a)  

            	
              The
      Plan is established voluntarily by the Company, it is discretionary in
      nature and it may be modified, amended, suspended or terminated by the
      Company at any time, unless otherwise provided in the Plan and this Option
      Agreement;

               

            


    

    
      	
              (b)  

            	
              The
      grant of the Option is voluntary and occasional and does not create any
      contractual or other right to receive future grants of Options, or
      benefits in lieu of Options, even if Options have been granted repeatedly
      in the past;

               

            


    

    
      	
              (c)  

            	
              All
      decisions with respect to future Option grants, if any, will be at the
      sole discretion of the Company;

               

            


    

    
      	
              (d)  

            	
              Participation
      in the Plan is voluntary;

               

            


    

    
      	
              (e)  

            	
              The
      Option is an extraordinary item that does not constitute compensation of
      any kind for services of any kind rendered to the Company or the
      Subsidiary (or Affiliate), and which is outside the scope of the
      Optionee’s employment contract, if any;

               

            


    

    
      	
              (f)  

            	
              The
      Option is not a part of normal or expected compensation or salary for any
      purposes, including, but not limited to, calculating any severance,
      resignation, termination, redundancy, end of service payments, bonuses,
      long-service awards, pension or retirement benefits or similar
      payments;

               

            


    

    
      	
              (g)  

            	
              The
      future value of the underlying Shares is unknown and cannot be predicted
      with certainty;

               

            


    

    
      	
              (h)  

            	
              If
      the underlying Shares do not increase in value, the Option will have no
      value;

               

            


    

    
      	
              (i)  

            	
              If
      the Optionee exercises the Option and obtains Shares, the value of those
      Shares acquired upon exercise may increase or decrease in value, even
      below the Option Exercise Price;

               

            


    

    
      	
              (j)  

            	
              In
      consideration of the grant of the Option, no claim or entitlement to
      compensation or damages shall arise from termination of the Option or
      diminution in value of the Option or Shares purchased through the exercise
      of the Option resulting from termination of the Optionee’s active
      employment by the Company or the Subsidiary (or Affiliate) (for any reason
      whatsoever and whether or not in breach of local labor laws) and the
      Optionee hereby releases the Company and the Subsidiary (or Affiliate)
      from any such claim that may arise; if, notwithstanding the foregoing, any
      such claim is found by a court of competent jurisdiction to have arisen,
      then, by signing this Option Agreement, the Optionee shall be deemed
      irrevocably to have waived the Optionee’s entitlement to pursue such
      claim;

               

            


    

    
      	
              (k)  

            	
              Notwithstanding
      any terms or conditions of the Plan to the contrary, in the event of
      involuntary termination of the Optionee’s employment (whether or not in
      breach of local labor laws), the Optionee’s right to receive the Option
      and vest in Options under the Plan, if any, will terminate effective as of
      the date that the Optionee is no longer actively employed and will not be
      extended by any notice period mandated under local law (e.g., active employment
      would not include a period of “garden leave” or similar period pursuant to
      local law); furthermore, in the event of involuntary termination of
      employment (whether or not in breach of local labor laws), the Optionee’s
      right to exercise the Option after termination of employment, if any, will
      be measured by the date of termination of the Optionee’s active employment
      and will not be extended by any notice period mandated under local
      law;

               

            


    

    
      	
              (l)  

            	
              The
      Company or the Subsidiary (or Affiliate) are not providing any tax, legal
      or financial advice, nor are the Company or the Subsidiary (or Affiliate)
      making any recommendations regarding the Optionee’s participation in the
      Plan, or the Optionee’s acquisition or sale of the underlying Shares;
      and

               

            


    

    
      	
              (m)  

            	
              The
      Optionee is hereby advised to consult with his/her own personal tax, legal
      and financial advisors regarding the Optionee’s participation in the Plan
      before taking any action related to the Plan.

               

            


    

    13. Data
Privacy.  The Optionee explicitly and unambiguously consents to
the collection, use and transfer, in electronic or other form, of the Optionee’s
personal data as described in this document by and among, as applicable, the
Company and the Subsidiaries and Affiliates for the exclusive purpose of
implementing, administering and managing the Optionee’s participation in the
Plan.

     

    The Optionee hereby understands that
the Company and the Subsidiaries (or Affiliates) hold certain personal
information about the Optionee, including, but not limited to, the Optionee’s
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares of
stock or directorships held in  the Company, details of all options or
any other entitlement to Shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in the Optionee’s favor, for the purpose of
implementing, administering and managing the Plan (“Data”).  The
Optionee hereby understands that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that
these recipients may be located in the Optionee’s country or elsewhere, and that
the recipient’s country may have different data privacy laws and protections
than the Optionee’s country.  The Optionee hereby understands that the
Optionee may request a list with the names and addresses of any potential
recipients of the Data by contacting the Optionee’s local human resources
representative.  The Optionee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Optionee’s
participation in the Plan, including any requisite transfer of such Data as may
be required to a broker or other third party with whom the Optionee may elect to
deposit any Shares acquired upon exercise of the Option.  The Optionee
hereby understands that Data will be held only as long as is necessary to
implement, administer and manage the Optionee’s participation in the
Plan.  The Optionee hereby understands that the Optionee may, at any
time, view Data, request additional information about the storage and processing
of Data, require any necessary amendments to Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing the
Optionee’s local human resources representative.  The Optionee hereby
understands, however, that refusing or withdrawing the Optionee’s consent may
affect the Optionee’s ability to participate in the Plan.  For more
information on the consequences of the Optionee’s refusal to consent or
withdrawal of consent, the Optionee hereby understands that the Optionee may
contact the human resources representative responsible for the Optionee’s
country at the local or regional level.

    


    14. Failure to Enforce Not a
Waiver.  The failure of the Company to enforce at any time any
provision of the Option Agreement shall in no way be construed to be a waiver of
such provision or of any other provision hereof.

     

    15. Governing
Law.  The Option Agreement shall be governed by and construed
according to the laws of the State of Texas without regard to its principles of
conflict of laws as provided in the Plan.  For purposes of litigating
any dispute that arises under this Option or the Option Agreement, the parties
hereby submit to and consent to the jurisdiction of the State of Texas, agree
that such litigation shall be conducted in the courts of San Antonio, Texas, or
the federal courts for the United States for the Western District of Texas, and
no other courts, where this Option grant is made and/or performed.

     

    16. Incorporation of the
Plan.  The Plan, as it exists on the date of the Option
Agreement and as amended from time to time, is hereby incorporated by reference
and made a part hereof, and the Option and this Option Agreement shall be
subject to all terms and conditions of the Plan.  In the event of any
conflict between the provisions of the Option Agreement and the provisions of
the Plan, the terms of the Plan shall control, except as expressly stated
otherwise.  The term “Section” generally refers to provisions within
the Plan; provided, however, the term “Paragraph” shall refer to a provision of
this Option Agreement.

     

    17. Amendments.  This
Option Agreement may be amended or modified at any time, but only by an
instrument in writing signed by each of the parties hereto.

     

    18. Rights as a
Shareholder.  Neither the Optionee nor any of the Optionee’s
successors in interest shall have any rights as a shareholder of the Company
with respect to any Option Shares until the Optionee has given written notice of
exercise, has paid in full for such Shares, and has satisfied the requirements
in Sections 13(b) and (d) of the Plan.

     

    19. Agreement Not a Contract of
Employment.  Neither the Plan, the granting of the Option, the
Option Agreement nor any other action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Optionee has a right to continue to be employed by, or to provide
services as a director, consultant or advisor to, the Company, any Subsidiary or
Affiliate thereof for any period of time or at any specific rate of
compensation.

     

    20. Authority of the
Administrator.  The Administrator shall have full authority to
interpret and construe the terms of the Plan and the Option
Agreement.  The Administrator shall have the exclusive discretion to
determine when the Optionee is no longer actively employed for purposes of the
Option.  The determination of the Administrator as to any such matter
of interpretation or construction shall be final, binding and
conclusive.

     

    21. Binding
Effect.  The Option Agreement shall apply to and bind the
Optionee and the Company and their respective permitted assignees or
transferees, heirs, legatees, executors, administrators and legal
successors.

     

    22. Tax
Representation.  The Optionee has reviewed with his or her own
tax advisors the federal, state, local and worldwide tax consequences of the
transactions contemplated by this Option Agreement.  The Optionee is
relying solely on such advisors and not on any statement or representations of
the Company or any of its agents.  The Optionee understands that he or
she (and not the Company) shall be responsible for any tax liability that may
arise as a result of the transactions contemplated by the Option
Agreement.

     

    23. Language.  If
the Optionee has received this or any other document related to the Plan
translated into a language other than English and if the translated version is
different than the English version, the English version will
control.

     

    24. Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to the Option granted under and participation in
the Plan or future options that may be granted under the Plan by electronic
means or to request the Optionee’s consent to participate in the Plan by
electronic means.  The Optionee hereby consents to receive such
documents by electronic delivery and, if requested, to agree to participate in
the Plan through an on-line or electronic system established and maintained by
the Company or another third party designated by the Company.

     

    25. Acceptance.  The
Optionee hereby acknowledges receipt of a copy of the Plan and this Option
Agreement.  The Optionee has read and understands the terms and
provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and the Option Agreement.

     

    26. Severability.  The
provisions of this Option Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.

     

    27. Appendix.  Notwithstanding
any provision in this Option Agreement or the Plan to the contrary, the Award
shall be subject to the special terms and provisions set forth in the Appendix B
to this Option Agreement for the Optionee’s country of residence, if
any.

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
WITNESS WHEREOF, the parties hereto have executed and delivered the Option
Agreement on the day and year first above written.

     

     

    KINETIC
CONCEPTS, INC.

    


    
      	 	
              By:  _________________________________________

            
	 	
              Name:
      _______________________________________

            
	 	
              Title:
      ________________________________________

            


    

    


    


    OPTIONEE

    


    
      	 	
              Signature:  ____________________________________

            
	 	
              Name:  _______________________________________

            
	 	
              Address:  _____________________________________

            
	 	
              ______________________________________

            
	 	
              Telephone
      No.:  ________________________________

            
	 	
              Identification
      No.:  ______________________________

            
	 	 
      


    

    


    


    


    
      	
               

              DATE
      OF

              GRANT

            	
               

              NUMBER
      OF

              SHARES
      SUBJECT

              TO
      OPTION

            	
               

              OPTION

              EXERCISE

              PRICE

               

            	
               

              EXPIRATION

              DATE

            
	 
      	 
      	 
      	 
      


    

     

     

     

    SEE
APPENDIX A FOR VESTING SCHEDULE.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    APPENDIX
B

    


    KINETIC
CONCEPTS, INC.

    2008
OMNIBUS STOCK INCENTIVE PLAN

    INTERNATIONAL
STOCK OPTION AGREEMENT

    


    This
Appendix B includes additional terms and conditions that govern the Option
granted to the Optionee under the Kinetic Concepts, Inc. 2008 Omnibus Stock
Incentive Plan (the “Plan”) if the Optionee resides in one of the countries
listed below.  This Appendix B forms part of the Option
Agreement.  Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Option Agreement or the Plan.

    


    This
Appendix B also includes information based on the securities, exchange control
and other laws in effect in the Optionee’s country as of May
2008.  Such laws are often complex and change
frequently.  As a result, the Company strongly recommends that the
Optionee not rely on the information noted herein as the only source of
information relating to the consequences of the Optionee’s participation in the
Plan because the information may be out of date at the time the Optionee
exercises the Option or sells Shares acquired under the Plan.

    


    In
addition, the information is general in nature.  The Company is not
providing the Optionee with any tax advice with respect to the
Option.  The information provided below may not apply to the
Optionee’s particular situation, and the Company is not in a position to assure
the Optionee of any particular result. Accordingly, the Optionee is strongly
advised to seek appropriate professional advice as to how the tax or other laws
in the Optionee’s country apply to the Optionee’s
situation.  The Optionee must consult the Optionee’s personal
tax or legal advisors for the most current information.

    


    If the
Optionee is a citizen or resident of a country other than the one the Optionee
is working in, the information contained in this Appendix B may not be
applicable to the Optionee.

    


    


    


    AUSTRALIA

    Securities
Law Information

     

    If the
Optionee acquires Shares pursuant to the Option and the Optionee offers the
Shares for sale to a person or entity resident in Australia, the Optionee’s
offer may be subject to disclosure requirements under Australian
law.  The Optionee should obtain legal advice on disclosure
obligations prior to making any such offer.

     

    AUSTRIA

    Consumer
Protection Alert

     

    Under
certain circumstances, the Optionee may be entitled to revoke the Optionee’s
acceptance of this Option Agreement on the basis of the Austrian Consumer
Protection Act (the “Act”) under the following conditions (if the Act is
considered to be applicable to the Option Agreement and the Plan):

     

    (a)           The
revocation must be made within one week of the day the Optionee accepted this
Option Agreement; and

     

    (b)           The
revocation must be in written form to be valid.  It is sufficient if
the Optionee returns this Option Agreement to the Company or the Company's
representative with language which can be understood as the Optionee’s refusal
to conclude or honor the terms contained in the Option Agreement, provided the
revocation is sent within the period discussed above.

     

     

    BELGIUM

    Tax
Considerations  

    


    The
Optionee will be deemed to have accepted the Option only if the Optionee has
properly signed and dated the Option Agreement and returned it to the
Company.  The tax consequences to the Optionee may vary depending on
whether the Option is accepted in writing within 60 days of the offer date (the
date the Optionee received notice of the Option grant) or
thereafter.  The Optionee will receive a separate offer letter,
acceptance form and undertaking form in addition to the Option
Agreement.  The Optionee should refer to the offer letter for a more
detailed description of the tax consequences of choosing to accept the
Option.  The Optionee should consult the Optionee’s personal tax
advisor regarding completion of the additional forms.

     

     

    CANADA

    Language
Consent for Optionees in Quebec

     

    The
parties acknowledge that it is their express wish that this Agreement, as well
as all documents, notices and legal proceeds entered into, given or instituted
pursuant hereto or relating directly or indirectly hereto, be provided to them
in English.

     

    Les
parties reconnaissent avoir exigé la rédaction en anglais de cette convention,
ainsi que de tous documents exécutés, avis donnés et procédures judiciaries
intentées, directement ou indirectement, relativement à ou suite à la présente
convention.

     

    Form
of Payment

    


    Notwithstanding
any discretion in the Plan or anything in the Option Agreement to the contrary,
if the Optionee is a resident of Canada, the Optionee is prohibited from
surrendering certificates for Shares of common stock that the Optionee already
owns or from attesting to the ownership of Shares of common stock to pay the
exercise price or any Tax-Related Items in connection with the Option as
referenced in Paragraph 4(iii) of the Option Agreement.

    


    Securities
Law Information

    


    The
Optionee is permitted to sell Shares acquired through the Plan through the
designated broker appointed under the Plan, if any, provided the resale of
Shares acquired under the Plan takes place outside of Canada through the
facilities of a stock exchange on which the Shares are listed.  The
Shares are currently listed on the New York Stock Exchange.

    


    Data
Privacy Notice and Consent

    


    This
provision supplements the “Data Privacy” section of the Agreement:

    


    The
Optionee hereby authorizes the Company and the Company’s representatives to
discuss with and obtain all relevant information from all personnel,
professional or not, involved in the administration and operation of the
Plan.  The Optionee further authorizes the Company and any Subsidiary
or Affiliate and the Administrator of the Plan to disclose and discuss the Plan
with their advisors.  The Optionee further authorizes the Company and
any Subsidiary or Affiliate to record such information and to keep such
information in the Optionee’s employee file.

    


    


    DENMARK

    Labor
Law Acknowledgement

    


    This
provision supplements the labor law acknowledgement contained in Paragraph 12 of
the Option Agreement:

    


    By
accepting this Option, the Optionee acknowledges that the Optionee understands
and agrees that this grant relates to future services to be performed and is not
a bonus or compensation for past services.

    


    Stock
Option Act

    


    The
Optionee acknowledges that the Optionee has received an Employer Statement in
Danish which sets forth the terms of the Option.

     

    
 

    GERMANY

    There are
no country-specific provisions.

    


    IRELAND

    Director
Notification Requirements

     

    Directors
and secretaries of the Company’s Irish Subsidiary or Affiliate, who receive an
Option, exercise an Option, or sell Shares acquired under the Plan must notify
the Company’s Irish Subsidiary or Affiliate in writing within five business days
of each such transaction in securities or knowledge of such
transaction.  This notification rule applies as well to a shadow
director (i.e., an
individual who is not on the board of the Irish company but who has sufficient
control so that the Board of Directors acts in accordance with the “directions
or instructions” of the individual) of the Subsidiary or Affiliate.

     

    If the
Optionee is a director or shadow director of an Irish Subsidiary or Affiliate,
any Option the Optionee is granted will be over newly issued shares
only.  Treasury shares will not be used to satisfy the Option
exercise.

     

    Labor
Law Acknowledgment

     

    This
provision supplements the labor law acknowledgment contained in the Optionee’s
Option Agreement:

     

    By
accepting this Option, the Optionee acknowledges that the Optionee understands
and agrees that the benefits received under the Plan will not be taken into
account for any redundancy or unfair dismissal claim.

     

     

     

    JAPAN

    There are
no country-specific provisions.

     

     

    NETHERLANDS

     

    Notification
Regarding Prohibition against Insider Trading

     

    If the
Optionee is a resident of the Netherlands, Dutch insider trading rules may
impact the sale of Shares issued pursuant to the Plan.  In particular,
the Optionee may be prohibited from effecting certain Share transactions if the
Optionee has insider information regarding the Company.

     

    Below is
a discussion of the applicable restrictions.  The Optionee is advised
to read the discussion carefully to determine whether the insider rules could
apply to the Optionee.  If it is uncertain whether the insider rules
apply, the Company recommends that the Optionee consult the Optionee’s legal
advisor.  Please note that the Company cannot be held liable if the
Optionee does not comply with Dutch insider rules.  The Optionee is
responsible for ensuring that the Optionee complies with these
rules.

     

    By
accepting this Option, the Optionee acknowledges that the Optionee has read and
understands this Notification and acknowledges that it is the Optionee’s
responsibility to comply with the Dutch insider trading rules, as discussed
herein.

     

    Prohibition
against Insider Trading

     

    Dutch
securities laws prohibit insider trading.  Under Article 46 of the Act
on the Supervision of the Securities Trade 1995, anyone who has “inside
information” related to the Company is prohibited from effectuating a
transaction in the Company’s securities in or from the
Netherlands.  “Inside information” is knowledge of a detail concerning
the issuer to which the securities relate that is not public and which, if
published, would reasonably be expected to affect the stock price, regardless of
the development of the price.  The insider could be any employee of
the Company or its Dutch Subsidiary or Affiliate who has inside information as
described above.

     

    Given the
broad scope of the definition of inside information, certain employees of the
Company working at its Dutch Subsidiary or Affiliate may have inside information
and thus, would be prohibited from effectuating a transaction in securities in
the Netherlands at a time when he or she had such inside
information.

     

    Labor
Law Acknowledgement

     

    This
provision supplements the labor law acknowledgment contained in the Optionee’s
Option Agreement:

    


    By
accepting this Option, the Optionee acknowledges that the Optionee understands
and agrees that:  (1) the Optionee’s rights under the Plan will
terminate after a period of one year where the Optionee does not receive any
compensation from the Optionee’s employer, or earlier if the Optionee has an
employment agreement that ends before the one-year period expires; and (2) the
grant is being made to the Optionee as an incentive for the Optionee to stay
employed with the Optionee’s current employer and is not remuneration for
services rendered.

     

     

    NEW
ZEALAND

    There are
no country-specific provisions.

    


    SINGAPORE

    Securities
Law Information

     

    The offer
is being made on a private basis and is, therefore, exempt from registration in
Singapore.

     

    Director
Notification Requirement

     

    If the
Optionee is a director, associate director or shadow director of a Singaporean
Subsidiary or Affiliate of the Company, the Optionee is subject to certain
notification requirements under the Singapore Companies Act.  Among
these requirements is an obligation to notify the Singaporean company in writing
when the Optionee receives an interest (e.g., Options, Shares) in the
Company or any related companies (including when the Optionee sells Shares
acquired through exercise of the Option).  In addition, the Optionee
must notify the Singaporean company when the Optionee sells or receives shares
of the Company or any related company (including when the Optionee sells or
receives Shares acquired under the Plan).  These notifications must be
made within two days of acquiring or disposing of any interest in the Company or
any related company.  In addition, a notification must be made of the
Optionee’s interests in the Company or any related company within two days of
becoming a director.

     

     

    SOUTH
AFRICA

    Tax
Notification

    


    By
accepting the Option, the Optionee agrees to notify the Optionee’s Employer of
the amount of any gain the Optionee realizes upon exercise of the
Option.  If the Optionee fails to advise the Optionee’s Employer of
the gain realized upon exercise, the Optionee may be liable for a
fine.  The Optionee will be responsible for paying any difference
between the actual tax liability and the amount withheld.

    


    If the
Optionee uses cash to exercise the Option, rather then a cashless exercise
method, the Optionee must first obtain a “Tax Clearance Certificate (in Respect
of Foreign Investment)” from the South African Revenue Service.  The
Optionee must also complete a transfer of funds application form to transfer the
funds.  The Tax Clearance Certificate should be presented to a dealer
of the Exchange Control Department of the South Africa Reserve Bank (it is
likely that the Optionee’s bank will qualify as such a dealer), together with a
completed application form to transfer funds.  No transfer of funds
may be completed unless the original Tax Clearance Certificate bears the
official stamp and signature of the Office of Receiver of Revenue of the South
African Revenue Service.

     

     

    SPAIN

    Labor
Law Acknowledgment

     

    This
provision supplements the Nature of Grant section contained in the Optionee’s
Option Agreement:

     

    By
accepting the Option, the Optionee acknowledges that the Optionee understands
and agrees that the Optionee consents to participation in the Plan and that the
Optionee has received a copy of the Plan.

     

    The
Optionee further understands that the Company has unilaterally, gratuitously and
discretionally decided to grant the Option under the Plan to employees of the
Company or its Subsidiaries or Affiliates throughout the world.  The
decision to grant the Option is a limited decision that is entered into upon the
express assumption and condition that any Option grant will not economically or
otherwise bind the Company or its Subsidiaries or Affiliates on an ongoing basis
other than as set forth in this Option Agreement.  Consequently, you
understand that any grant is given on the assumption and condition that it shall
not become a part of any employment contract (either with the Company or its
Subsidiaries or Affiliates) and shall not be considered a mandatory benefit,
salary for any purpose (including severance compensation) or any other right
whatsoever.  Further, the Optionee understands and freely accepts that
there is no guarantee that any benefit shall arise from any gratuitous and
discretionary grant since the future value of the Option and Shares is unknown
and unpredictable.  In addition, the Optionee understands that this
grant would not be made to the Optionee but for the assumptions and conditions
referred to above; thus, the Optionee acknowledges and freely accepts that
should any or all of the assumptions be mistaken or should any of the conditions
not be met for any reason, then any grant of Options shall be null and
void.

     

     

    SWEDEN

    There are
no country-specific provisions.

     

     

    UNITED
ARAB EMIRATES

    There are
no country-specific provisions.

    
 

    UNITED
KINGDOM

    Withholding Taxes


    


    This
provision supplements the “Withholding Requirements in Connection with the
Option” section of the Option Agreement:

    


    If
payment or withholding of the Tax-Related Items is not made within ninety (90)
days of the event giving rise to the Tax-Related Items, or such other period
specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
Act 2003 (the “Due Date”), the amount of any uncollected Tax-Related Items shall
constitute a full recourse loan owed by the Optionee to the Optionee’s Employer,
effective on the Due Date.  The Optionee agrees that the loan will
bear interest at a fixed rate based on the market rate on the date the loan is
made, and it will be due and repayable to the Company or Employer six (6) months
from the date the loan is made.  Payment may be made by any of the
means referred to in the “Withholding Requirements in Connection with the
Option” section of the Option Agreement as long as any immature shares withheld
do not exceed minimum required tax withholding amounts.

    


    Notwithstanding
the foregoing, if the Optionee is a director or executive officer of the Company
(within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of
1934, as amended), the Optionee shall not be eligible for a loan from the
Company to cover the Tax-Related Items.  In the event that the
Optionee is a director or executive officer and Tax-Related Items are not
collected from or paid by the Optionee by the Due Date, the amount of any
uncollected Tax-Related Items will constitute a benefit to the Optionee on which
additional income tax and National Insurance Contributions (“NICs”) will be
payable.  The Optionee understands that the Optionee will be
responsible for reporting any income tax and NICs due on this additional benefit
directly to HM Revenue & Customs (“HMRC”) under the self-assessment
regime.

    


    National
Insurance Contributions

    


    As a
condition to exercising the Option, the Optionee acknowledges and agrees that
the Optionee shall be liable for the Secondary Class 1 NICs which may be payable
by the Company or the Employer (or by any successor to the Company or the
Employer) with respect to the acquisition of Shares pursuant to the Option, the
assignment or release of the Option for consideration, or the receipt of any
other benefit in connection with the Option and that liability for the Secondary
Class 1 NICs payments shall be transferred to the Optionee to the fullest extent
permitted by law.  To accomplish the foregoing, the Optionee agrees to
make an election, in the form specified and/or approved for such election by
HMRC, that the liability for the Secondary Class 1 NICs payments on any such
gains shall be transferred to the Optionee (the “Election”).  The
Optionee further agrees to execute such other elections as may be required
between the Optionee and any successor to the Company and/or the
Employer.  The Optionee hereby authorizes the Company and the Employer
to withhold such Secondary Class 1 NICs by any of the means set forth in
Paragraph 9 of the Option Agreement.  If the Optionee does not
make an Election, this Option shall, without any liability to the Company or the
Employer, not be exercisable.