**Exhibit4.12**

 

 

 

SMURFIT KAPPA PLC

** **

** **

** **

**2007 SHARE INCENTIVE PLAN**

Adopted by OrdinaryResolution on 12 March 2007

Effective as of 20 March2007

 

 

 

 

 

 

William FrySolicitorsFitzwilton HouseWilton PlaceDublin 2www.williamfry.ie

© William Fry 2007

001042.0894.OOC/MRO

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**CONTENTS**
| **1.**     | ** ** | **DEFINITION AND INTERPRETATION**                                   | ** ** | **3**      |
|------------|------------|---------------------------------------------------------------------|------------|------------|
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **2.**     | ** ** | **ISSUANCE OF PRE-CONVERTIBLE SHARES**                              | ** ** | **8**      |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **3.**     | ** ** | **THE PERFORMANCE PERIODS AND THE PERFORMANCE  CONDITION(S)**       | ** ** | **10**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **4.**     | ** ** | **SHARE LIMITS — GENERAL**                                     | ** ** | **11**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **5.**     | ** ** | **SHARE LIMITS — INDIVIDUAL**                                  | ** ** | **12**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **6.**     | ** ** | **CONVERSION OF PRE-CONVERTIBLE SHARES TO D  CONVERTIBLE SHARES**   | ** ** | **13**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **7.**     | ** ** | **CONVERSION OF D CONVERTIBLE SHARES TO ORDINARY  SHARES**          | ** ** | **14**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **8.**     | ** ** | **CESSATION OF EMPLOYMENT BEFORE THE PERFORMANCE  CONVERSION DATE** | ** ** | **14**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **9.**     | ** ** | **CESSATION OF EMPLOYMENT AFTER THE PERFORMANCE  CONVERSION DATE**  | ** ** | **16**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **10.**    | ** ** | **BREACH OF CONTRACT**                                              | ** ** | **16**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **11.**    | ** ** | **MANNER OF CONVERSION OF D CONVERTIBLE SHARES**                    | ** ** | **17**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **12.**    | ** ** | **NATURE OF PARTICIPATION**                                         | ** ** | **18**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **13.**    | ** ** | **NON-TRANSFERABILITY OF CONVERTIBLE SHARES**                       | ** ** | **18**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **14.**    | ** ** | **TAKE-OVER, RECONSTRUCTION AND WINDING-UP**                        | ** ** | **18**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **15.**    | ** ** | **VARIATION OF CAPITAL**                                            | ** ** | **20**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **16.**    | ** ** | **COMPLIANCE**                                                      | ** ** | **20**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **17.**    | ** ** | **ALTERATIONS AND TERMINATION**                                     | ** ** | **20**     |
| ** ** | ** ** | ** **                                                          | ** ** | ** ** |
| **18.**    | ** ** | **MISCELLANEOUS**                                                   | ** ** | **21**     |

 
| **SCHEDULE 1 - INVITATION TO SUBSCRIBE**                         | ** ** | **23**     |
|------------------------------------------------------------------|------------|------------|
| ** **                                                       | ** ** | ** ** |
| **SCHEDULE 2 - APPLICATION TO SUBSCRIBE**                        | ** ** | **25**     |
| ** **                                                       | ** ** | ** ** |
| **SCHEDULE 3 - PERFORMANCE CONVERSION NOTICE**                   | ** ** | **26**     |
| ** **                                                       | ** ** | ** ** |
| **SCHEDULE 4 - NOTICE OF CONVERSION TO ORDINARY  SHARES**        | ** ** | **27**     |
| ** **                                                       | ** ** | ** ** |
| **SCHEDULE 5 - EARNINGS PER SHARE PERFORMANCE  CONDITION**       | ** ** | **28**     |
| ** **                                                       | ** ** | ** ** |
| **SCHEDULE 6 - TOTAL SHAREHOLDER RETURN  PERFORMANCE CONDITION** | ** ** | **29**     |

 

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**SMURFIT KAPPA PLC**

**2007 Share Incentive Plan**

**RULES**

This document sets outthe terms of the 2007 Share Incentive Plan established by Smurfit Kappa plc (“theCompany”) for the benefit of employees of the Company and its Subsidiaries (asdefined herein).

**1.**                                               Definition and Interpretation

1.1                                          In these Rules, the following words andexpressions shall have the following meanings:

1.1.1                                “**Applicationto****Subscribe**”, theapplication by an Eligible Employee to subscribe for B or C Convertible Sharesin the form attached as Schedule 2 or such other form as the Committee mayapprove from time to time;

1.1.2                                “**Articles ofAssociation**”, the articles of association of the Company in effectfrom time to time;

1.1.3                                “**AssociatedCompany**” a company, not being a Subsidiary, of which any GroupCompany or Group Companies is or are a member or members holding not less than20% of the nominal value of its equity share capital or otherwise in which itor they control at least 20% of the voting rights conferred on shareholders inrespect of their shares (or, in the case of a company not having a sharecapital, on members) to vote at general meetings of the company on all, orsubstantially all, matters;

1.1.4                                “**BConvertible Share**”, a B Convertible Share in the Company, nominalvalue €0.001;

1.1.5                                “**Basis Year**”,the most recent Financial Year ended before the Issuance Date;

1.1.6                                **“Board”**, the Board of Directors of the Company;

1.1.7                                “**CConvertible Share**”, a C Convertible Share in the Company, nominalvalue €0.001;

1.1.8                                **“Cesser Date”**, the date on which a Participant ceases to bean Eligible Employee;

1.1.9                                “**Committee**”,the Compensation Committee of the Board or any other duly authorised committeeof the Board authorised by the Board from time to time provided that, unlessotherwise determined by the Board, the members of such committee shall all beindependent non-executive directors of the Company for the purposes of theCombined Code on Corporate Governance;

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1.1.10                          “**Control**”,in relation to the Company, the power of a person to secure:

(a)                                           by means of the holding of shares or thepossession of voting power in or in relation to the Company or any other bodycorporate; or

(b)                                          by virtue of any powers conferred by theArticles of Association of the Company or of any other body corporate;

that the affairsof the Company are conducted in accordance with the wishes of that person;

1.1.11                          **“Conversion Certificate”**, a certificate evidencing the conversion ofPre- Convertible Shares into D Convertible Shares, as described in Rule 6.4;

1.1.12                          “**Conversion Price**”,in relation to a D Convertible Share, the amount equal to the excess of theOrdinary Share Market Value on the Invitation Date of the RelevantPre-Convertible Share over the Subscription Price paid for such RelevantPre-Convertible Share, subject to subsequent adjustment pursuant to Rule 15;

1.1.13                          **“CPI”,**for any period, the Consumer Price Index ofIreland compiled and published by the Central Statistics Office of theGovernment of Ireland (or any successor body thereto) for such period;

1.1.14                          **“D Convertible Share”,**a D convertible share in the Company, nominalvalue €0.001;

1.1.15                          “**Dealing Day**”,a day on which the Irish Stock Exchange or, as the case may require, theRelevant Stock Exchange is open for the transaction of business;

1.1.16                          **“Effective Date**”, the date on which the Plan comes intoeffect, being the effective date of admission of the Ordinary Shares to theOfficial List of the Irish Stock Exchange;

1.1.17                          “**EligibleEmployee**”, any employee (including an executive director) of theCompany and/or any Subsidiary who has not given or received notice oftermination of his employment with the Group and who, unless the Committee inits sole discretion determines otherwise, is not within two years of his normalretirement age;

1.1.18                          **“Employee Share Scheme”**, any scheme or arrangement for the time beingin force in accordance with which any Group Company encourages or facilitatesthe holding of shares in the Company by or for the benefit of employees orformer employees of any Group Company, including any person who is or was adirector holding a salaried employment or office in any Group Company butexcluding, for the avoidance of doubt, every scheme or agreement or arrangementwhereby the Pre-IPO Convertible Shares were or may be converted to D ConvertibleShares on or after the Effective Date;

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1.1.19                          “**EmploymentContract**”, in relation to a Participant, his terms and conditions ofemployment and all related obligations (whether verbal, in writing and/orimplied by law) with any Group Company as in effect at the relevant time and/orany confidentiality agreement or obligation (whether verbal, in writing and/orimplied by law) in effect between any Group Company and the Participant;

1.1.20                          “**EPS**”,in respect of any Financial Year of the Company, the consolidated undilutedbasic earnings per Ordinary Share for that Financial Year as determined by theCommittee from an examination of the published annual consolidated accounts ofthe Company; provided that the Committee shall make such adjustments to any suchamounts as it may deem necessary to ensure that the EPS for each relevantFinancial Year shall be calculated on a broadly comparable basis;

1.1.21                          “**EPSPerformance Condition**”, the meaning ascribed thereto in Schedule 5;

1.1.22                          “**Euro**”and “**€**”, the lawful currency ofthe European Communities;

1.1.23                          “**FinancialYear**”, a financial year of the Company or, as the case may require,a Peer Group Company (as defined in Part 1 of Schedule 6);

1.1.24                          “**Group**”,the Company and each company which is for the time being a Subsidiary and “GroupCompany” means any such company, subject always to Rule 1.3;

1.1.25                          “**GroupEmployer**”, in relation to a Participant, the Group Company or, ifmore than one, the Group Companies by which he is employed at any relevant time;

1.1.26                          “**HICP**”,the Harmonized Index of Consumer Prices, calculated and published by Eurostat,the Statistical Office of the European Union;

1.1.27                          “**InvitationDate**”, in respect of B or C Convertible Shares, the date on whichthe Committee resolves to invite an Eligible Employee to subscribe for suchshares pursuant to Rule 2.1;

1.1.28                          “**Invitationto Subscribe**”, an invitation issued to an Eligible Employee tosubscribe for a specified number of B or C Convertible Shares, as described inRule 2.4;

1.1.29                          “**Irish StockExchange**”, The Irish Stock Exchange Limited (or any body that maysucceed to its functions);

1.1.30                          “**IssuanceDate**”, the date of issuance of a B or C Convertible Share.

1.1.31                           “**OrdinaryShare****Market Value**”, inrelation to an Ordinary Share on any day, the average of the Ordinary ShareMarket Prices for the three consecutive Dealing Days immediately prior to thatday or, in the event an Invitation Date occurs before three Dealing Days havebeen completed, the average over the lesser number of Dealing Days completed;

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1.1.32                          “**OrdinaryShare**”, an ordinary share in the capital of the Company, nominalvalue €0.001;

1.1.33                          “**OrdinaryShare Market Price**”, in respect of a Dealing Day:

(a)                                           on which there shall be a dealing on the IrishStock Exchange in respect of the Ordinary Shares, the closing quotation pricein respect of such shares for such Dealing Day, expressed in Euros;

(i)                                              as published in the Irish Stock Exchange DailyOfficial List, or any successor publication thereto (the “Official List”); or

(ii)                                           at the option of the Committee, as published onthe official website of the Irish Stock Exchange or that of any reputableinformation supplier (as determined by the Committee); and

(b)                                          on which there shall be no dealing on the IrishStock Exchange in respect of the Ordinary Shares, the price which is theclosing quotation price for the Dealing Day immediately prior to such date onwhich Ordinary Shares were dealt in on the Irish Stock Exchange (as determinedby the Committee in accordance with such of the provisions of paragraph (a) asit shall think fit);

provided that, ifat any time changes in the procedures of the Irish Stock Exchange shall takeplace or for any other reason it is no longer possible, in the opinion of theCommittee, to establish the Ordinary Share Market Price for any Dealing Day bythe above mechanism, the Committee will be entitled to establish suchalternative mechanism as it may reasonably determine to calculate the OrdinaryShare Market Price, expressed in Euros, in respect of any such day inaccordance with the intent of the foregoing provisions of this paragraph;

1.1.34                          “**Participant**”,an Eligible Employee who holds one or more Plan Shares or, where the contextpermits, his legal personal representatives following his death;

1.1.35                          “**PerformanceCondition(s)**”, the EPS Performance Condition as determined inaccordance with Rule 3 and Schedule 5, subject to Rule 3.6, and the TSRPerformance Condition as determined in accordance with Rule 3 and Schedule 6;

1.1.36                          **“Performance Conversion Date”**, a date on which Pre-Convertible Sharesconvert to D Convertible Shares in accordance with Rule 6;

1.1.37                           “**PerformancePercentage**”, in respect of C Convertible Shares, the percentagedetermined in relation thereto in accordance with Rule 3.5;

1.1.38                          “**PerformancePeriod**”, in relation to Pre-Convertible Shares, the perioddetermined in accordance with Rule 3;

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1.1.39                          “**Plan**”,the Smurfit Kappa plc 2007 Share Incentive Plan as constituted by these Rulesand the Schedules hereto as from time to time amended;

1.1.40                          “**Plan Share**”,a B Convertible Share, C Convertible Share or D Convertible Share issued or inissue pursuant to the Plan;

1.1.41                          “**Pre-ConvertibleShare**”, a B Convertible or C Convertible Share;

1.1.42                          “**Pre-ConvertibleHolder**”, a Participant who holds Pre-Convertible Shares;

1.1.43                          “**Pre-IPOConvertible Shares**”, those A Convertible Shares in the Company,nominal value €0.001, held by certain employees of the Group which shares werecreated by the conversion upon the Effective Date of B and/or C and/or F and/orG and/or H Convertible Shares in the Company formerly held by such employees,pursuant to a resolution of the Company adopted on 12 March 2007;

1.1.44                          **“Redemption Right**”, the right of the Company to redeem PlanShares pursuant to Article 3.4 of the Articles of Association and as referredto in Rule 2.3;

1.1.45                          **“Relevant Pre-ConvertibleShare”,**with respect to a DConvertible Share, the Pre-Convertible Share which converted into such DConvertible Share on the Performance Conversion Date;

1.1.46                          “**RelevantStock Exchange**”, the meaning ascribed thereto in Part 1 of Schedule6;

1.1.47                          **“Relevant Value”**, the meaning ascribed thereto in Rule 5.3;

1.1.48                          “**Rules**”,the rules of this Plan as set out in this document or as may be validly amendedfrom time to time in accordance with their terms;

1.1.49                          “**Salary**”,in relation to an Eligible Employee on any date, the Eligible Employee’s annualbase salary in effect as of that date (excluding, for the avoidance of doubt,bonus payments or entitlements, benefits-in-kind, and pension and othersuperannuation benefits);

1.1.50                          “**SecuritiesDealing Code**”, the code adopted by the Company and as may be amendedfrom time to time which contains provisions the same as or similar in purposeand effect to the provisions of the Model Code for Securities Transactions byDirectors of Listed Companies issued by the Irish Stock Exchange from time totime;

1.1.51                          “**StockExchange Regulations**”, any rules or regulations applying to theCompany and/or any Group Company or any Eligible Employee or Participant andmade by or on behalf of the Irish Stock Exchange or any other stock exchangeupon which Ordinary Shares are listed;

1.1.52                          “**SubscriptionPrice**”, with respect to a Pre-Convertible Share, nominal value€0.001, subject to adjustment pursuant to Rule 15;

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1.1.53                          “**Subsidiary**”,a body corporate which is a subsidiary of the Company within the meaning ofSection 155 of the Companies Act, 1963;

1.1.54                          “**TSRPerformance Condition**”, the meaning ascribed thereto by Part 1 ofSchedule 6.

1.2                                          For the purposes of interpretation of theseRules, unless the context otherwise requires:

1.2.1                                any reference to these Rules shall include areference to the Schedules hereto which shall be deemed to be incorporatedherein;

1.2.2                                any reference in these Rules to any enactmentis a reference to legislation of Ireland and any such reference shall include areference to that enactment as from time to time modified, extended orre-enacted;

1.2.3                                any reference in these Rules to a Rule shall beto one of the Rules herein, any reference to a Schedule shall be a reference toa Schedule to these Rules and any reference in any such Schedule to a Clauseshall be to a Clause of that Schedule;

1.2.4                                no account shall be taken of the headings tothese Rules, which appear for ease of reference only; and

1.2.5                                words denoting the singular shall include theplural and vice versa.

1.3                                          For all purposes of these Rules, the expression“Group Company” (wherever used including in particular, without limitation, theprovisions of Rules 8 and 9) shall, in the case of any circumstances envisagedby Rule 6.4, include any Associated Company by whom the Participant may beemployed at any relevant time.

**2.**                                               Issuance of Pre-Convertible Shares

2.1                                          Subject to the Rules, the Committee, upon theterms set out in this Plan, may at any time on or after the Effective Dateresolve to invite one or more Eligible Employees to subscribe for a specifiednumber of Pre-Convertible Shares under the Plan upon payment of theSubscription Price.  Such Pre-ConvertibleShares shall be designated as either B Convertible Shares or C ConvertibleShares, and the respective Performance Period and Performance Condition(s)applicable to B Convertible Shares and C Convertible Shares shall be asdescribed in Rule 3.  SuchPre-Convertible Shares shall automatically convert on a one-to-one basis into DConvertible Shares upon satisfaction of the Performance Condition(s) applicableto such Pre-Convertible Shares.  Such DConvertible Shares may be converted on a one-to-one basis into Ordinary Shares,upon payment of their Conversion Price, subject to and in accordance with theseRules.

2.2                                          The Committee may at the time it resolves toinvite an Eligible Employee to subscribe for Pre-Convertible Shares determinethat it shall be a condition of such subscription that the Eligible Employeeshall, at the Issuance Date of such shares, be the registered holder of aspecified minimum number of Ordinary Shares and that he shall undertake withthe Company that he shall continue to hold such minimum number of OrdinaryShares until the expiration of the Performance Period applicable 

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                                                         to such Pre-Convertible Shares or such laterdate as may be determined by the Committee and specified in the Invitation toSubscribe.

2.3                                          Pre-Convertible Shares and D Convertible Shareswhich cease to be capable of conversion into D Convertible Shares and OrdinaryShares, respectively, in accordance with the Rules, shall be subject toredemption by the Company at the Subscription Price, in accordance with theRedemption Right.  Any undertaking givento the Company by a Participant pursuant to Rule 2.2 that he shall hold aminimum number of Ordinary Shares until the Pre-Convertible Shares issued tohim pursuant to an Invitation to Subscribe shall have converted into DConvertible Shares and such D Convertible Shares shall have been converted toOrdinary Shares shall automatically lapse and cease to have effect on the dateon which any such Pre-Convertible Shares or D Convertible Shares become subjectto the Redemption Right in accordance with the Rules.

2.4                                          The Committee shall send to each EligibleEmployee whom it has resolved pursuant to Rule 2.1 to invite to subscribe forPre-Convertible Shares an Invitation to Subscribe, in the form set out inSchedule 1 to these Rules (or in such other form as it may determine from timeto time) which shall, unless the Committee decides otherwise, specify:

2.4.1                                the Invitation Date;

2.4.2                                the number of B Convertible Shares and/or CConvertible Shares for which the Eligible Employee may subscribe;

2.4.3                                the aggregate Subscription Price payable;

2.4.4                                the applicable Performance Period(s) andPerformance Condition(s);

2.4.5                                the Conversion Price payable to convert intoOrdinary Shares the D Convertible Shares into which the B or C ConvertibleShares will convert upon satisfaction of the applicable PerformanceCondition(s);

2.4.6                                the minimum number of Ordinary Shares (if any)required to be held by the Eligible Employee as a condition of subscription andconversion, pursuant to Rule 2.2;

2.4.7                                any other conditions relating to thePre-Convertible Shares, the D Convertible Shares, or the Ordinary Shares intowhich such D Convertible Shares convert, which may be imposed by the Committeepursuant to the Rules; and

2.4.8                                the latest date by which the Eligible Employee’sApplication to Subscribe, together with payment of the Subscription Price, mustbe received.

2.5                                          The Subscription Price may be paid in cash or(subject to law and to the Articles of Association) by such other method as theCommittee may approve from time to time.

2.6                                          Following receipt of the Eligible Employee’sApplication to Subscribe, and payment of the Subscription Price, the Committeeshall consider such application and, if approved, direct the issuance ortransfer to the Eligible Employee of the 

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                                                         Pre-Convertible Shares in respect of which theapplication was made, within 30 days after the latest date specified forreceipt of the application, subject to Rule 16.

2.7                                          The Committee may in its sole discretiondetermine at any time during the period from the Invitation Date in respect ofPre-Convertible Shares to the date on which the D Convertible Shares into whichsuch Pre-Convertible Shares convert are converted into Ordinary Shares, bynotice to the Participant require that as a condition of the conversion of suchD Convertible Shares to Ordinary Shares, the Participant shall undertake inwriting to the Company that he shall not, without the prior consent of theCommittee, dispose of, sell or transfer any or a specified portion of suchOrdinary Shares for a specified period after such conversion (not to exceed twoyears), provided, however, that such undertaking shall automatically lapse andcease to have effect upon the occurrence of any of the events described inRules 14.2, 14.3 and 14.4.

**3.**                                               The Performance Periods and the PerformanceCondition(s)

3.1                                          The Performance Period for B Convertible Sharesshall be the period of three consecutive Financial Years commencing no earlierthan the first day of the Financial Year in which the Issuance Date of suchshares occurs.

3.2                                          The Performance Condition for B ConvertibleShares shall be the EPS Performance Condition as determined by the Committee inaccordance with Part 1 of Schedule 5.  BConvertible Shares shall automatically convert into D Convertible Shares if theEPS Performance Condition applicable to such shares is satisfied.

3.3                                          The Performance Period for C Convertible Sharesshall be the period of three  consecutiveFinancial Years commencing no earlier than the first day of the Financial Yearin which the Issuance Date of such shares occurs**.**

3.4                                          The Performance Conditions for C ConvertibleShares shall be the fulfilment of :

3.4.1                                the EPS Performance Condition, as determined bythe Committee in accordance with the provisions of Part 2 of Schedule 5; and

3.4.2                                the TSR Performance Condition, as determined bythe Committee in accordance with the provisions of Schedule 6.

3.5                                          With respect to C Convertible Shares, unlessthe EPS Performance Condition is satisfied, no such shares shall convert to DConvertible Shares.  If the EPSPerformance Condition is satisfied, the Committee shall consider the TSRPerformance Condition and determine the Performance Percentage in accordancewith the provisions of Schedule 6.  Thenumber of C Convertible Shares held by a Pre-Convertible Holder which shallconvert to D Convertible Shares shall be the total number of C ConvertibleShares issued to such holder in respect of the relevant Performance Periodmultiplied by the Performance Percentage.

3.6                                          If the Company shall, in pursuance of abusiness strategy that has been made known to its members, either directly orthrough one or more Subsidiaries acquire another company or business, inconsideration for the payment of money and/or the issue of shares and/or ofdebt instruments, which acquisition results in a significant adverse effect onthe Company’s EPS during a Performance Period, as determined by the 

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                                                         Committee, the Committee may in its solediscretion make such adjustments to the EPS Performance Condition, or itconsiders reasonable and appropriate to take account of such adverse effectwith respect either to all Pre-Convertible Shares issued in respect of suchPerformance Period or with respect to all of the B Convertible Shares or all ofthe C Convertible Shares issued with respect to such Performance Period, andmay make such adjustment subject to the fulfilment of certain terms andconditions.  Any such amendment shall benotified by the Committee to each Participant who holds Pre-Convertible Sharesissued in respect of such Performance Period.

3.7                                          Notwithstanding the foregoing provisions, theCommittee may impose conditions other than the Performance Condition(s)specified in Rules 3.2 and 3.4 in relation to Pre-Convertible Shares, afterconsultation with the Irish Association of Investment Managers.

**4.**                                               Share Limits — General

4.1                                          The number of B Convertible Shares issued underthe Plan in any period of ten successive years, when aggregated with the numberof shares issued or reserved for issuance pursuant to options or rights grantedafter the Effective Date under any other Employee Share Scheme, (but excludingshares issued or reserved for issuance pursuant to options or rights grantedunder employee-wide schemes, up to five percent of the Company’s issuedordinary share capital from time to time) shall not exceed such number ofshares as represents five percent of the issued ordinary share capital of theCompany from time to time.

4.2                                          The number of C Convertible Shares issued underthe Plan in any period of ten successive years, when aggregated with the numberof B Convertible Shares issued in such period and the number of shares issuedor reserved for issuance pursuant to options or rights granted after theEffective Date under any other Employee Share Scheme (but excluding sharesissued or reserved for issuance pursuant to options or rights granted underemployee-wide schemes, up to five percent of the Company’s issued ordinaryshare capital from time to time) shall not exceed such number of shares asrepresents ten percent of the issued ordinary share capital of the Company fromtime to time.

4.3                                          The aggregate number of Pre-Convertible Sharesissued under the Plan over any period of three consecutive years and the numberof shares issued or reserved for issuance pursuant to options or rights grantedafter the Effective Date and during such period under any other Employee ShareScheme (but excluding shares issued or reserved for issuance pursuant tooptions or rights granted under employee-wide schemes, up to five percent ofthe Company’s issued ordinary share capital from time to time) shall not exceedsuch number of shares as represents three percent of the issued ordinary sharecapital of the Company from time to time.

4.4                                          The aggregate number of Pre-Convertible Sharesissued under the Plan over the period of one year commencing on the EffectiveDate and the number of shares issued or reserved for issuance pursuant tooptions or rights granted after the Effective Date and during such period underany other Employee Share Scheme (but excluding shares issued or reserved forissuance pursuant to options or rights granted under employee-wide schemes, upto five percent of the Company’s issued ordinary 

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                                                         share capital from time to time) shall notexceed such number of shares as represents one and one-half percent of theissued ordinary share capital of the Company from time to time during suchperiod.

4.5                                          Plan Shares may be newly issued shares, sharesheld in treasury or shares transferred by a trust established by the Company.

**5.**                                               Share Limits — Individual

5.1                                          The aggregate Relevant Value of the B and CConvertible Shares that may be issued to an Eligible Employee in any FinancialYear, when aggregated with the Relevant Value of shares subject to outstandingoptions or rights granted to such Eligible Employee after the Effective Dateunder any other Employee Share Scheme (but excluding shares issued or reservedfor issuance pursuant to options or rights granted under an employee-widescheme), shall not exceed 150% of the Eligible Employee’s Salary on theInvitation Date, provided, however, that if the Invitation Date occurs duringthe first Financial Year in which an Eligible Employee is employed by a GroupCompany, such limit shall be 200% of the Eligible Employee’s Salary on theInvitation Date.

5.2                                          The aggregate Relevant Value of the BConvertible Shares that may be issued to an Eligible Employee in any FinancialYear, when aggregated with the Relevant Value of shares subject to outstandingoptions or rights granted to such Eligible Employee after the Effective Dateunder any other Employee Share Scheme (but excluding shares issued or reservedfor issuance pursuant to options or rights granted under an employee-widescheme), shall not exceed 75% of the Eligible Employee’s Salary on theInvitation Date, provided, however, that if the Invitation Date occurs during thefirst Financial Year in which an Eligible Employee is employed by a Groupcompany, such limit shall be 100% of the Eligible Employee’s Salary on theInvitation Date.

5.3                                          For purposes of the limits described in Rule 4and Rules 5.1 and 5.2;

5.3.1                                the Relevant Value of the B Convertible Sharesand the C Convertible Shares shall be the sum of the Subscription Price paidand the Conversion Price payable or paid for the conversion to Ordinary Sharesof the D Convertible Shares into which such B Convertible Shares and CConvertible Shares may convert;

5.3.2                                the Relevant Value of shares subject to optionsor rights granted under any other Employee Share Scheme shall, in the case ofan option be the exercise price payable in respect of such option and inrespect of any other right, the market value of the shares subject to suchright on the date of its award, as determined by the Committee;

5.3.3                                Pre-Convertible Shares which have ceased to becapable of conversion to D Convertible Shares in accordance with the Rules,whether by reason of the Pre-Convertible Holder ceasing to be an EligibleEmployee prior to the Performance Conversion Date, or the applicablePerformance Condition(s) not having been met, or otherwise, and D ConvertibleShares which cease to be capable of being converted into Ordinary Shares byreason of the 

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                                                        Participant ceasing to be an Eligible Employeeand not converting such shares to Ordinary Shares prior to the period specifiedfor such conversion in Rule 9, or otherwise, and which have thereby becomesubject to the Redemption Right, whether or not such right has been exercised,shall be excluded from the calculation of all limits contained in Rule 4 andthis Rule 5 and such shares shall be available for future issuance or transferpursuant to the Plan following such redemption, subject to applicable law andthe Articles of Association; and

5.3.4                                Pre-IPO Convertible Shares shall be excludedfrom all such calculations.

**6.**                                               Conversion of Pre-Convertible Shares to DConvertible Shares

6.1                                          Following the end of the Performance Periodapplicable to Pre-Convertible Shares, the Committee shall as soon as isreasonably practicable determine the extent to which performance against thePerformance Condition(s) applicable to such shares has been achieved and withrespect to C Convertible Shares, the Performance Percentage.

6.2                                          To the extent the Performance Condition(s)applicable to a Participant’s Pre- Convertible Shares have been satisfied, asdetermined by the Committee based on audited accounts prepared for the lastFinancial Year in the Performance Period which have been adopted by the Board,and provided all of the conditions imposed in relation to such shares pursuantto the Rules have been satisfied, such shares shall automatically convert intoD Convertible Shares in accordance with the Articles of Association on a datespecified by the Committee (the “Performance Conversion Date”), such date to beno later than 45 days after adoption of such accounts by the Board, providedthe Participant has remained an Eligible Employee from the period beginning onthe Issuance Date of the Pre-Convertible Shares and ending on the PerformanceConversion Date.

6.3                                          With respect to each individual who is aPre-Convertible Holder in respect of a completed Performance Period, theCommittee shall send a Conversion Certificate which shall specify:

6.3.1                                whether or not the applicable PerformanceCondition(s) have been satisfied with respect to his Pre-Convertible Sharesand, with respect to C Convertible Shares, the Performance Percentage;

6.3.2                                the number of D Convertible Shares into whichhis Pre-Convertible Shares have consequently converted;

6.3.3                                the Performance Conversion Date;

6.3.4                                the latest date on which the D ConvertibleShares may be converted into Ordinary Shares, which date shall be no later thanthe tenth anniversary of the Issuance Date of the Relevant Pre-ConvertibleShares;

6.3.5                                the number of Relevant Pre-Convertible Sharessubject to the Redemption Right (if any) by reason of the PerformanceCondition(s) not having being satisfied in full; and

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6.3.6                                such other conditions applying to theconversion of the D Convertible Shares as the Committee may determine;

and which otherwise maybe in the form set out in Schedule 3 to these Rules or in such other form asthe Committee may from time to time determine.

6.4                                          Notwithstanding the provisions of Rule 6.2 if aParticipant ceased to be an Eligible Employee prior to the PerformanceConversion Date as a result of the transfer of his employment to an AssociatedCompany at the request of a Group Company on terms that require him to devotesubstantially the whole of his working time to the service of such AssociatedCompany, if and to the extent that the Committee shall determine that it wouldbe appropriate to do so, it shall be entitled to deem service with suchAssociated Company as service with a Group Company for all purposes of theseRules.

**7.**                                               Conversion of D Convertible Shares to OrdinaryShares

7.1                                          As and from the Performance Conversion Date,and subject to the Participant having complied with any undertaking given byhim pursuant to Rule 2.2, D Convertible Shares may be converted into OrdinaryShares at the election of the Participant, subject to payment of the ConversionPrice, in accordance with the Rules.

7.2                                          Subject to Rule 14 and Rule 16, no conversionof D Convertible Shares into Ordinary Shares may be effected earlier than thethird anniversary of the Issuance Date of the Relevant Pre-Convertible Sharesor later than the tenth anniversary of the Issuance Date of the RelevantPre-Convertible Shares.

7.3                                          D Convertible Shares may be converted intoOrdinary Shares in the amount of at least 1,000 D Convertible Shares on eachoccasion of conversion (or such greater or lesser number as the Committee mayspecify from time to time) and provided that such limitation shall not preventone final conversion of D Convertible Shares when the remaining number of DConvertible Shares held by a Participant is less than 1,000.

**8.**                                               Cessation of Employment before the PerformanceConversion Date

8.1                                          If a Pre-Convertible Holder ceases to be anEligible Employee before the Performance Conversion Date applicable to hisPre-Convertible Shares then, subject to Rule 8.2, such Pre-Convertible Sharesshall, as of the date on which he ceases to be an Eligible Employee, cease tobe capable of conversion into D Convertible Shares and shall become subject tothe Redemption Right as of the Cesser Date.

8.2                                          If a Pre-Convertible Holder ceases to be anEligible Employee before the Performance Conversion Date applicable to hisPre-Convertible Shares and the reason, or if more than one, the principalreason for such cessation is:

8.2.1                                the death of the Pre-Convertible Holder; or

8.2.2                                the ill-health, injury or disability (in eachcase evidenced to the satisfaction of the Committee) of the Pre-ConvertibleHolder; or

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8.2.3                                the Pre-Convertible Holder being made redundantby his Group Employer; or

8.2.4                                the retirement of the Pre-Convertible Holderwith the agreement of his Group Employer or his retirement on or after the ageat which the Pre-Convertible Holder is bound to retire in accordance with theterms of his contract of employment; or

8.2.5                                the Group Employer by which he is employedceasing to be a Group Company or his being deemed no longer to be employed by aGroup Company by virtue of the transfer of the undertaking in which he wasemployed (and his not being, in either such case, thereupon re-employed by aGroup Company);

or, if the Committeedetermines that exceptional circumstances exist which warrant it, theCommittee, may in its sole discretion determine that all or some of the Pre-Convertible shares held by the Pre-Convertible Holder shall convert into DConvertible Shares on a date specified by the Committee, subject to thesucceeding provisions of this Rule 8.

Except in the case of thedeath of a Pre Convertible Holder or his retirement pursuant to Rule 8.2.4, nosuch determination shall be made until after the end of the applicablePerformance Period.

8.3                                          The number of Pre-Convertible Shares which maybe converted into D Convertible Shares pursuant to Rule 8.2 shall not exceed inaggregate the Relevant Proportion (as defined in Rule 8.6, 8.7 or 8.8 asappropriate) of the total number of Pre-Convertible Shares to which thePerformance Period applies.

8.4                                          The Committee shall not exercise its discretionto permit Pre-Convertible Shares to be converted into D Convertible Sharespursuant to Rule 8.2 unless the Cesser Date shall occur on or after the secondanniversary of the Issuance Date of the Pre-Convertible Shares (or, only in thecase of the death or retirement of the Pre-Convertible Holder as provided inRule 8.2.4, such earlier date, if any, as the Committee may determine).

8.5                                          For the purposes of Rule 8.4 the RelevantProportion in relation to the Pre-Convertible Holder’s B Convertible Sharesshall, subject to Rule 8.8, mean such proportion of the total number of suchshares as the number of completed calendar quarters from the start of theapplicable Performance Period to the end of the calendar quarter last completedprior to the Cesser Date, or to the end of the Performance Period, if earlier,shall bear to the number of calendar quarters in the Performance Period as awhole.

8.6                                          For the purposes of Rule 8.4 the RelevantProportion in relation to the Pre-Convertible Holder’s C Convertible Sharesshall, subject to Rule 8.8 mean such proportion of the total number of suchshares arrived at by multiplying the total number of B Convertible Shares towhich the Performance Period applies by the Performance Percentage, as thenumber of completed calendar quarters from the start of the Performance Periodto the end of the calendar quarter last completed prior to 

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                                                         the Cesser Date, or to the end of thePerformance Period, if earlier, shall bear to the number of calendar quartersin the Performance Period as a whole.

8.7                                          For the purposes of Rule 8.4, in the case ofthe death of the Pre-Convertible Holder, the Relevant Proportion shall be suchproportion of the total number of Pre- Convertible Shares to which thePerformance Period applies as the number of completed calendar quarters fromthe start of the Performance Period to the end of the calendar quarter lastcompleted prior to the Cesser Date, or to the end of the Performance Period, ifearlier, shall bear to the number of calendar quarters in the PerformancePeriod as a whole.

8.8                                          If Pre-Convertible Shares are converted to DConvertible Shares pursuant to Rule 8.2, such D Convertible Shares may beconverted into Ordinary Shares within the period of 6 months after the CesserDate or, if later, 6 months after the Performance Conversion Date (providedthat such period shall be 12 months or such longer period as the Committee mayspecify, if the cessation is caused by the death of the Pre-Convertible Holder)after which period such shares shall cease to be convertible and shall becomesubject to the Redemption Right, subject always to the provisions of Rule 14and Rule 6.4, but in no event may such Pre-Convertible Shares be converted to DConvertible Shares on a date later than the tenth anniversary of the IssuanceDate of the Relevant Pre-Convertible Shares.

**9.**                                               Cessation of Employment after the PerformanceConversion Date

9.1                                          Subject to Rule 9.2 if a Participant ceases tobe an Eligible Employee after the Performance Conversion Date applicable to hisConvertible Shares, then all D Convertible Shares held by him shall cease to becapable of conversion to Ordinary Shares as of the date six months after theCesser Date, but in no event later than the tenth anniversary of the IssuanceDate of the Relevant Pre-Convertible Shares, and shall thereupon become subjectto the Redemption Right as of such date.

9.2                                          If a Participant ceases to be an EligibleEmployee after the Performance Conversion Date and the reason, or if more thanone, the principal reason, for such cessation is a reason set out in Rule 8.2(including, for the avoidance of doubt, where the Committee determines thatexceptional circumstances exist which warrant it), then the D ConvertibleShares held by him shall continue to be capable of conversion to OrdinaryShares until the expiration of six months after the Cesser Date (or twelvemonths after the Cesser Date in the case of the Participant’s death), or suchlonger period as may be determined by the Committee in its sole discretion butin no event later than the tenth anniversary of the Issuance Date of theRelevant Pre-Convertible Shares.  Uponthe expiration of the applicable period, the D Convertible Shares held by theParticipant shall cease to be capable of conversion to Ordinary Shares andshall thereupon become subject to the Redemption Right.

**10.**                                        Breach of Contract

10.1                                    Notwithstanding any other provision of theseRules, if, before all of the Plan Shares held by a Participant have beenconverted into Ordinary Shares:

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10.1.1                          the Participant is, or is found to have been,in fundamental breach of any express or implied terms of any EmploymentContract between him and any Group Company; or

10.1.2                          any other circumstances exist which entitlesuch Group Company to summarily terminate his employment;

and in either case the Participant’s employment is terminated by theGroup Company employing him by reason of such breach or other circumstances,then no Pre-Convertible Shares shall be capable of being converted into DConvertible Shares and no D Convertible Shares shall be capable of beingconverted into Ordinary Shares after the Participant’s Cesser Date and all suchshares shall become subject to the Redemption Right (unless the Committeedetermines otherwise in exceptional circumstances).

**11.**                                        Manner of Conversion of D Convertible Shares

11.1                                    D Convertible Shares shall be converted intoOrdinary Shares only by the Participant serving a written notice (in the formattached in Schedule 4 or such other form as may be approved from time to timeby the Committee) upon the Company which is accompanied by payment to theCompany of the Conversion Price, in cash or, subject to law and to the Articlesof Association, such other method as may be approved by the Committee from timeto time.

11.2                                    A Conversion Notice shall not be served oreffected during a period in which a Participant is suspended from hisemployment pending an investigation into alleged misconduct or whiledisciplinary proceedings against him are in process.

11.3                                    As soon as is practicable and in any eventwithin 30 days after receiving a notice under Rule 11.1, the Company shall,subject to the provisions of these Rules, issue, transfer or procure thetransfer or issuance to the Participant of the Ordinary Shares.  If the Company is restricted by theprovisions referred to in Rule 16 from effecting such an issuance or transfer,it shall do so as soon as practicable after it is no longer so restricted.

11.4                                    The issuance and transfer of Plan Shares shallbe subject to the Memorandum and Articles of Association of the Company and toany necessary consents of any government or any other authorities (whether inIreland or any other jurisdiction) under any enactments or regulations fromtime to time in force and a Participant shall do all such things as may benecessary to obtain or obviate the necessity for any such consent.

11.5                                    In relation to anything done pursuant to thePlan, the Company shall not be under any obligation to procure the issuance ortransfer of Plan Shares and/or do any other thing in relation to an EligibleEmployee or a Participant under or in connection with this Plan (together “CompanyAction”) unless and until the Committee is satisfied that either:

11.5.1                          such person has made payment to it and/or toany Group Company of such sum as is, in the discretion of the Committee,sufficient to settle any liability for any tax and/or social securitycontributions and/or similar imposts which 

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                                                        are or would be recoverable from such person asa result of such Company Action and in respect of which the Company and/or anyother Group Company is liable to account (in any jurisdiction); or

11.5.2                          such person has entered into an agreement withit and/or any such Group Company to ensure that such a payment be made by theEligible Employee or a Participant.

11.6                                    All shares issued or transferred under the Planshall rank on the same basis as applies to shares of the same class on the dateof issuance or transfer.

**12.**                                        Nature of Participation

12.1                                    Neither the extension of an Invitation toSubscribe nor the subsequent issuance or transfer of Pre-Convertible Shares, DConvertible Shares or Ordinary Shares shall form part of the entitlement of anEligible Employee or a Participant to remuneration or benefits pursuant to hiscontract of employment nor shall the existence of a contract of employmentbetween such person and any present or past Group Employer give such person anyright or entitlement to have an Invitation to Subscribe extended to him or PlanShares issued to him either subject to any condition or at all.

12.2                                    The rights and obligations of a Participantunder the terms of his office or employment with the Company or any otherpresent or past Group Company shall not be affected by his participation inthis Plan.  In particular, no benefitreceivable by a Participant under this Plan shall count for determining hispension entitlements from any Group Employer.

12.3                                    The rights of a Participant under the Planshall not afford him any rights or additional rights to compensation or damagesin consequence of:

12.3.1                          the loss or termination of his office oremployment with any Group Company for any reason whatsoever (including wrongfuldismissal); or

12.3.2                          any loss or potential loss which he may sufferby reason of being unable to convert Convertible Shares into Ordinary Shares inconsequence of such loss or termination of office or employment.

**13.**                                        Non-Transferability of Convertible Shares

13.1                                    Pre-Convertible Shares and D Convertible Sharesissued under the Plan are subject to the restrictions on transfer contained inthe Articles of Association.

**14.**                                        Take-over, Reconstruction and Winding-up

14.1                                    For the purposes of this Rule 14, a personshall be deemed to have obtained Control of the Company if he or she and othersacting in concert with him or her have together obtained Control of it.

14.2                                    If any person obtains Control of the Company,the Committee shall within fourteen days of becoming aware thereof notify eachParticipant thereof and all Pre-Convertible Shares shall automatically convertinto D Convertible Shares by reason 

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                                                         of such change in Control, on such date asshall be determined by the Committee and notified to each Participant and,thereafter, the holders of all D Convertible Shares shall be required to applyto convert such shares into Ordinary Shares in accordance with the Rules,within such period as is specified by the Committee and subject to such termsand conditions as it shall determine, which period and terms and conditionsshall be notified to each Participant.

14.3                                    In addition to the provisions of Rule 14.2, ifany person becomes bound or entitled to acquire all of the Company’s sharesunder Section 204 Companies Act, 1963, the Committee shall within fourteen daysof becoming aware thereof notify each Participant in respect thereof and allPre-Convertible Shares shall automatically convert into D Convertible Shares byreason of such Change in Control, on such date as shall be determined by theCommittee and notified to each Participant and, thereafter, the holders of allD Convertible Shares shall be required to apply to convert such shares intoOrdinary Shares in accordance with the Rules, within such period as isspecified by the Committee and subject to such terms and conditions as it shalldetermine.

14.4                                    If under Section 201 Companies Act, 1963 theCourt sanctions a compromise or arrangement proposed for the purposes of or inconnection with a scheme for the reconstruction of the Company or itsamalgamation with any other company or companies, or if the Company passes aresolution for voluntary winding up, or if an order is made for the compulsorywinding up of the Company, the Committee on its behalf shall forthwith notifyeach Participant of the happening of that event.  All Pre-Convertible Shares shallautomatically convert into D Convertible Shares by reason of such event, onsuch date as shall be determined by the Committee and notified to eachParticipant and, thereafter, the holders of all D Convertible Shares shall berequired to apply to convert such shares into Ordinary Shares within suchperiod as is specified by the Committee and subject to such terms andconditions as it shall determine, which period and terms and conditions shallbe notified to each Participant.

14.5                                    D Convertible Shares which are not convertedinto Ordinary Shares within a period specified in Rules 14.2, 14.3 and 14.4shall cease to be capable of conversion into Ordinary Shares upon theexpiration of such period and shall thereupon become subject to the RedemptionRight.

14.6                                    With respect to Pre-Convertible Shares whichautomatically convert into D Convertible Shares pursuant to Rules 14.2, 14.3and 14.4, and with respect to all D Convertible Shares subject to a noticeserved by the Committee pursuant to Rules 14.2, 14.3 and 14.4, any requirementimposed on the Participant pursuant to Rule 2.2 to hold a minimum number ofOrdinary Shares and any undertaking given by such Participant to the Companypursuant to Rule 2.7 not to transfer or dispose of the Ordinary Shares issuableupon conversion of such D Shares during a specified period shall automaticallylapse and cease to have effect on the date on which such D Convertible Sharesconvert to Ordinary Shares or any earlier date notified by the Committee to theParticipant.

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**15.**                                        Variation of Capital

15.1                                    In the event of any variation of the sharecapital of the Company, adjustments shall be made to the number and class ofConvertible Shares held by each Participant, in accordance with the Articles ofAssociation, the minimum number of Ordinary Shares (if any) required to be heldby the Participant pursuant to Rule 2.2 and, if the Committee determines it isappropriate, to the Subscription Price and the Conversion Price applicable tosuch shares subject to (except in the case of an adjustment on an issue ofOrdinary Share to existing shareholders of the Company pro rata by way ofcapitalisation) the auditors of the Company, acting as experts, confirming thatsuch adjustment is fair and reasonable.

15.2                                    As soon as reasonably practicable after makingany adjustment, the Committee shall give notice thereof to each Participantaffected thereby.

**16.**                                        Compliance

16.1                                    The Eligible Employees, Participants, theCommittee and any and all Group Companies shall be bound at all times to abideby all applicable provisions of the Securities Dealing Code, all relevant StockExchange Regulations and any applicable statutory provisions from time to timein force and none of such persons shall do or omit to do anything which mayresult in a breach of any such provisions by any one or more of them.

16.2                                    Save in exceptional circumstances, anInvitation to Subscribe may be extended and the issuance or transfer ofPre-Convertible Shares pursuant thereto may only be effected:

16.2.1                          within the period of 42 days following theEffective Date or following the announcement by the Company to the Irish StockExchange of its results for any period; and

16.2.2                          within the period of 10 years beginning withthe Effective Date.

16.3                                    Notwithstanding the provisions of Rule 16.2, ifthe Committee is at any time restricted by the provisions referred to in Rule16.1 from making an Invitation to Subscribe it may do so in the first period of7 days thereafter during which no such restriction is effective.

16.4                                    Notwithstanding any other provision hereof, if,as a result of the provisions referred to in Rule 16.1, a Participant isprevented from converting his D Convertible Shares into Ordinary Shares beforethe expiry of the period during which such conversion may be effected, theperiod during which the conversion may be effected shall be extended for aperiod of 7 days commencing on the first day on which such prohibition shallcease to be effective in relation to the Participant.

**17.**                                        Alterations and Termination

17.1                                    Subject to Rules 17.2 and 17.3, the Board mayat any time resolve in writing to alter or add to all or any of the provisionsof the Plan.  Any such alteration oraddition shall be deemed to take effect from the date of such resolution orsuch earlier or later time as may be specified therein.

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17.2                                    Subject to Rule 17.4, no alteration or additionto the material advantage of Eligible Employees or Participants relating to theSubscription Price or Conversion Price payable with respect to Plan Shares, themaximum aggregate limits described in Rule 4, the maximum individual limits perEligible Employee described in Rule 5, the basis of a Participant’s entitlementor to the provisions for the adjustment of the shares on a variation of sharecapital shall be made under Rule 17.1 without prior approval by the members ofthe Company in general meeting.

17.3                                    No alteration or addition to the terms uponwhich Convertible Shares have been issued shall be made if they are materiallydetrimental in effect to the Participant unless the written consent of theParticipant has first been obtained by the Committee and subject always to theArticles of Association.

17.4                                    Rules 17.2 and 17.3 shall not apply to anyminor amendments to benefit the administration of this Plan, to take account ofa change in legislation or to obtain or maintain favourable taxation, exchangecontrol or regulatory treatment for any Group Company or the Participants.

17.5                                    As soon as reasonably practicable after makingany alteration or addition under this Rule 17, the Committee on its behalfshall give notice thereof to the Participants affected thereby.

**18.**                                        Miscellaneous

18.1                                    Every discretion vested in the Committee underthis Plan may be exercised or not exercised in its absolute discretion without(unless otherwise specified) any obligation to consult with, or take intoaccount the views of, any other person or entity and all references in thisPlan to any decision, determination, opinion, satisfaction or similarexpression in relation to the Committee or its actions shall be construedaccordingly.  All calculations made bythe Committee for the purposes of this Plan shall be final and, save formanifest error, shall be binding on all persons concerned.

18.2                                    The existence of any power of discretion orsimilar right shall not in any way oblige the Committee to exercise suchdiscretion or right to any extent. Neither the Committee nor any Group Company shall have any obligation ofany nature to the Participant or any other person to give reasons for anydetermination or decision (of any nature) made by the Committee in pursuance ofthis Plan.  All deliberations of theCommittee shall be private and shall not be available to the Participant or anyother person claiming on his behalf.

18.3                                    For the purposes of the Plan, all amounts ofremuneration which are normally denominated in a currency other than Eurosshall for the purposes of this Plan be converted into Euros at a rate equal tothe closing rate supplied by the Central Bank of the European Union for theEuro as against the relevant currency or currencies as at the close of businesson the fifth Dealing Day prior to Issuance Date.  All other currency conversions into Euroswhich are provided for in these Rules shall be dealt with in the same mannersave that, in respect of any such calculation to be made on any particulardate, the rate to be used for such purposes shall be the said closing rate forthe first day prior to that date on which such a rate was so supplied.

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18.4                                    The Committee may from time to time make and varysuch rules and regulations, not inconsistent with these Rules, and establishsuch procedures for the administration and implementation of this Plan as itthinks fit which shall be binding on all persons interested.  Any determination and/or expression ofopinion made by the Committee as provided for in these Rules shall be final andbinding on all persons interested.  Inthe event of any dispute or disagreement as to the interpretation of this Planor of any such rules, regulations or procedures or as to any question or rightarising from or related to this Plan, the decision of the Committee shall befinal and binding upon all persons interested.

18.5                                    Any notice or other communication under or inconnection with the Plan may be given by personal delivery or by sending thesame by post, in the case of a company to its registered office, and in thecase of the Participant either to his last known address or to the address ofthe place of business at which he performs the whole or substantially the wholeof the duties of his office or employment and, where a notice or othercommunication is given by post, it shall be deemed to have been received 72hours after it was put into the post properly addressed and stamped.  Notices or other communications may also besent by email to a Participant’s email address with the Group Company employinghim (save where such Participant is absent on authorised leave from suchemployment) and if so sent shall be deemed to have been received upontransmission.

18.6                                    The Rules and the rights and obligations of anyperson hereunder shall be governed by and construed in all respects inaccordance with the laws of Ireland and the Courts of Ireland shall haveexclusive jurisdiction in relation to all matters arising therefrom.

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