Exhibit 10-P-4 Form of Stock Option Agreement (UK NQO) with Terms and Conditions.**


    Exhibit
      10-P-4 

    


    STOCK
      OPTION AGREEMENT UNDER

    1998
      LONG-TERM INCENTIVE PLAN -

    1998
      APPROVED UNITED KINGDOM RULES

    (U.K.
      Nonqualified Option)

    


    This
      AGREEMENT made this ___ day of ___________, by and between Ford Motor Company,
      a
      Delaware corporation (the "Company"), and «First_MI» «Last_name»
      (the
      "Optionee"), WITNESSETH:

    


    WHEREAS,
      the Optionee is now employed by the Company, or one of its subsidiaries, in
      a
      responsible capacity and the Company desires to provide an incentive to the
      Optionee, to encourage the Optionee to remain in the employ of the Company
      or of
      one or more of its subsidiaries and to increase the Optionee's interest in
      the
      Company's long-term success; and as an inducement thereto the Company has
      adopted the 1998 Long-Term Incentive Plan (the "Plan") and the 1998 Long-Term
      Incentive Plan - 1998 Approved United Kingdom Rules (the "United Kingdom
      Rules"), to be administered by the Compensation Committee (the "Committee"),
      and
      has determined to grant to the Optionee the option herein provided
      for;

    


    NOW,
      THEREFORE, IT IS AGREED BETWEEN THE PARTIES as follows:

    Subject
      to the terms and conditions set forth herein, in the Plan, in the "Terms and
      Conditions of Stock Option Agreement" attached hereto (the "Terms and
      Conditions") and in any rules and regulations established by the Committee
      pursuant to the Plan or the United Kingdom Rules (all of which are incorporated
      by reference into this Agreement as though set forth in full herein)*, the
      Company hereby grants to the Optionee the right and option to purchase from
      the
      Company up to, but not exceeding in the aggregate, «Shares»
      shares
      of the Company's Common Stock of the par value of $0.01 per share ("Stock"),
      at
      a price of $______ per share (the "Option").

    


    The
      Optionee agrees to remain in the employ of the Company or of one or more of
      its
      subsidiaries for a period ending on the later of (a) the date one year from
      the
      date of this Agreement or (b) one year from the latest date to which the
      Optionee is obligated to remain in such employ under any option granted to
      the
      Optionee under the Plan or any Stock Option Plan of the Company or under any
      amendment to any such option; provided, however, that, if the second or third
      paragraph of Article 2 of the Terms and Conditions shall apply to the Optionee,
      such period shall be limited to six months from the date of this Agreement;
      and
      provided, further, that nothing contained herein or in the Terms and Conditions
      shall restrict the right of the Company or any of its subsidiaries to terminate
      the employment of the Optionee at any time, with or without cause. The term
      "Company" as used in this Agreement and in the Terms and Conditions with
      reference to employment shall include subsidiaries of the Company. The term
      "subsidiary" as used in this paragraph shall mean (i) any corporation a majority
      of the voting stock of which is owned directly or indirectly by the Company
      or
      (ii) any limited liability company a majority of the membership interest of
      which is owned directly or indirectly by the Company.

    


    The
      Option is intended to be a nonqualified option.

    


    The
      grant
      of the Option to the Optionee is completely discretionary and does not create
      any rights to receive future stock option grants. The Company may amend, modify
      or terminate the Plan at any time, subject to limitations set forth in the
      Plan
      and the United Kingdom Rules.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written. 

    


    
      	
              AUTHENTICATED

              as
                of the above date

              By_________________________________

              Executive
                Compensation Human Resources

            	 	
              FORD
                MOTOR COMPANY

               

              By
                ____________________________

              Executive
                Vice President and Chief Financial Officer

               

              Optionee:
                «First_MI» «Last_name»_

              Optionee
                ID: ____________________

               

              By
                ____________________________

              Manager
                Compensation Programs

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Terms
      and Conditions of Stock Option Agreement 

    (U.K.
      Nonqualified Option)

    1998
      Long-Term Incentive Plan

    


    Effective
      for Options granted on or after January 1, 2006.

    


    
      	
              1.

               

            	
              The
                Option may not be exercised prior to the date one year from the date
                of
                the Stock Option Agreement of which these terms and conditions are
                a part
                (the "Agreement"). Thereafter, the Option may be exercised in installments
                as follows:

               

              (a)
                Beginning on the date one year from the date of the Agreement, the
                Option
                may be exercised to the extent of 33% of the shares originally covered
                thereby;

               

              (b)
                Beginning on the date two years from the date of the Agreement, the
                Option
                may be exercised to the extent of an additional 33% of the shares
                originally covered thereby;

               

              (c)
                Beginning on the date three years from the date of the Agreement,
                the
                Option may be exercised to the extent of an additional 34% of the
                shares
                originally covered thereby;

               

              (d)
                To the extent not exercised installments shall be cumulative and
                may be
                exercised in whole or in part; and all
                subject to the Agreement and these terms and conditions and any rules
                and
                regulations established by the Committee pursuant to the Plan or
                the
                United Kingdom Rules.

               

              Notwithstanding
                the foregoing, if your stock option grant included an incentive stock
                option (ISO), the ISO portion of the grant would be maximized within
                permissible regulatory limits. This could result in a different number
                of
                options vesting on the first three anniversary dates of the grant
                under
                the nonqualified option (NQO) and/or the ISO portion of the grant
                than the
                number indicated by the schedule above. In any event, the total number
                of
                NQOs and ISOs in the grant, will, as a hole, vest according to the
                schedule above. Your account statement (available online through
                a Smith
                Barney phone representative and mailed to you annually) will reflect
                the
                specific number of ISOs and NQOs vesting on the specific
                dates.

               

            


    

    


    
      	
              2.

            	
              Except
                as provided in the two paragraphs next following, if, prior to the
                date
                one year from the date of the Agreement, the Optionee's employment
                with
                the Company shall be terminated by the Company, with or without cause,
                or
                by the act, death, incapacity or retirement of the Optionee, the
                Optionee's right to exercise the Option shall terminate on the date
                of
                such termination of employment and all rights hereunder and under
                the
                Agreement shall cease.

               

              Notwithstanding
                the provisions of the next preceding paragraph, if the Optionee's
                employment with the Company shall be terminated by reason of retirement,
                release because of disability or death, and the Optionee had remained
                in
                the employ of the Company for at least six months following the date
                of
                the Agreement, and subject to the provisions of Article 3 hereof,
                all the
                Optionee's rights hereunder and under the Agreement shall continue
                in
                effect or continue to accrue until the date ten years after the date
                of
                the Agreement, subject, in the event of the Optionee's death during
                such
                ten year period, to the provisions of the sixth paragraph of this
                Article
                and subject to any other limitation contained herein or in the Agreement
                on the exercise of the Option in effect at the date of
                exercise.

               

              Notwithstanding
                anything to the contrary set forth herein or in the Agreement, if
                the
                Optionee's employment with the Company shall be terminated at any
                time by
                reason of a sale or other disposition (including, without limitation,
                a
                transfer to a "Joint Venture" (as hereinafter defined)) of the division,
                operation or subsidiary in which the Optionee was employed or to
                which the
                Optionee was assigned, all the Optionee's rights under the Option
                shall
                become immediately exercisable and continue in effect until the date
                five
                years after the date of such termination (but not later than the
                date ten
                years from the date of grant of the Option), provided the Optionee
                shall
                satisfy both of the following conditions:

              (a)
                the Optionee, at the date of such termination, had remained in the
                employ
                of the Company for at least three months following the grant of the
                Option, and

              (b)
                the Optionee continues to be or becomes employed in such division,
                operation or subsidiary following such sale or other disposition
                and
                remains in such employ until the date of exercise of the Option (unless
                the Committee, or any committee appointed by it for the purpose,
                shall
                waive this condition (b)).

              Upon
                termination of the Optionee's employment with such (former) division,
                operation or subsidiary following such sale or other disposition,
                any then
                existing right of the Optionee to exercise the Option shall be subject
                to
                the following limitations: (i) if the Optionee's employment is terminated
                by reason of disability, death or retirement with the approval of
                his or
                her employer, the Optionee's rights shall continue as provided in
                the
                preceding sentence with the same effect as if his or her employment
                had
                not terminated; (ii) if the Optionee's employment is terminated by
                reason
                of discharge or voluntary quit, the Optionee's rights shall terminate
                on
                the date of such termination of employment and all rights under the
                Option
                shall cease; and (iii) if the Optionee's employment is terminated
                for any
                reason other than a reason set forth in the preceding clauses (i)
                and
                (ii), the Optionee shall have the right, within three months after
                such
                termination, to exercise the Option to the extent that it or any
                installment thereof shall have accrued at the date of such termination
                and
                shall not have been exercised, subject in the case of any such termination
                to the provisions of Article 3 hereof and any other limitation on
                the
                exercise of the Option in effect at the date of exercise. For purposes
                of
                this paragraph, the term "Joint Venture" shall mean any joint venture
                corporation or partnership, or comparable entity, in which the Company
                has
                a substantial equity interest.

               

              If,
                on or after the date one year from the date of the Agreement, the
                Optionee's employment with the Company shall be terminated for any
                reason
                except retirement, release because of disability, death, release
                because
                of a sale or other disposition of the division, operation or subsidiary
                in
                which the Optionee was employed or to which the Optionee was assigned,
                discharge, release in the best interest of the Company or voluntary
                quit,
                the Optionee shall have the right, within three months after such
                termination, to exercise the Option to the extent that it or any
                installment thereof shall have accrued at the date of such termination
                of
                employment and shall not have been exercised, subject to the provisions
                of
                Article 3 hereof and any other limitation contained herein or in
                the
                Agreement on the exercise of the Option in effect at the date of
                exercise.

               

              If
                the Optionee's employment with the Company shall be terminated at
                any time
                by reason of discharge, release in the best interest of the Company
                or
                voluntary quit, the Optionee's right to exercise the Option shall
                terminate on the date of such termination of employment and all rights
                hereunder and under the Agreement shall cease.

               

              If
                the Optionee shall die within the applicable period specified in
                the
                second, third or fourth paragraph of this Article, the beneficiary
                designated pursuant to Article 6 hereof or, if no such designation
                is in
                effect, the executor or administrator of the estate of the decedent
                or the
                person or persons to whom the Option shall have been validly transferred
                by the executor or the administrator pursuant to will or the laws
                of
                descent and distribution shall have the right, within the same period
                of
                time as the period during which the Optionee would have been entitled
                to
                exercise the Option if the Optionee had not died, to exercise the
                Option
                (except that, if the fourth paragraph of this Article shall apply
                to the
                Optionee, the Option may be exercised only to the extent that it
                or any
                installment thereof shall have accrued at the date of death and shall
                not
                have been exercised, and except that the period of time within which
                the
                Option shall be exercisable following the date of the Optionee's
                death
                shall not be more than one year or less than one year (unless the
                Option
                by its terms expires earlier)), subject to the provision that the
                Option
                shall not be exercised under any circumstances beyond ten years from
                the
                date of the Agreement and to any other limitation on the exercise
                of the
                Option in effect at the date of exercise.

               

              Notwithstanding
                anything to the contrary set forth in the Agreement or in these terms
                and
                conditions, the Option shall not be exercised on or after the date
                ten
                years from the date of the Agreement.

               

            


    

    


    
      	
              3.

            	
              Anything
                contained herein or in the Agreement to the contrary notwithstanding,
                the
                right of the Optionee to exercise the Option following termination
                of the
                Optionee's employment with the Company shall remain effective only
                if,
                during the entire period from the date of the Optionee's termination
                to
                the date of such exercise, the Optionee shall have earned out such
                right
                by (i) making himself or herself available, upon request, at reasonable
                times and upon a reasonable basis, to consult with, supply information
                to
                and otherwise cooperate with the Company or any subsidiary thereof
                with
                respect to any matter that shall have been handled by him or her
                or under
                his or her supervision while he or she was in the employ of the Company
                or
                of any subsidiary thereof, and (ii) refraining from engaging in any
                activity that is directly or indirectly in competition with any activity
                of the Company or any subsidiary thereof.

               

              In
                the event of the Optionee's nonfulfillment of the condition set forth
                in
                the immediately preceding paragraph, the Optionee's right to exercise
                the
                Option shall cease; provided, however, that the nonfulfillment of
                such
                condition may at any time (whether before, at the time of or subsequent
                to
                termination of his or her employment) be waived in the following
                manner:

               

              (1)
                if the Optionee at any time shall have been subject to the reporting
                requirements of Section 16(a) of the Securities Exchange Act of 1934,
                as
                amended (the "Exchange Act") or the liability provisions of Section
                16(b)
                of the Exchange Act (any such Optionee being hereinafter called a
                "Section
                16 Person"), such waiver may be granted by the Committee upon its
                determination that in its sole judgment there shall not have been
                and will
                not be any substantial adverse effect upon the Company or any subsidiary
                thereof by reason of the nonfulfillment of such condition;
                and

               

              (2)
                if the Optionee shall not at any time have been a Section 16 Person,
                such
                waiver may be granted by the Committee (or any committee appointed
                by it
                for the purpose) upon its determination that in its sole judgment
                there
                shall not have been and will not be any such substantial adverse
                effect.

               

              Anything
                contained herein or in the Agreement to the contrary notwithstanding,
                the
                right of the Optionee to exercise the Option following termination
                of the
                Optionee's employment with the Company shall cease on and as of the
                date
                on which it has been determined by the Committee that the Optionee
                at any
                time (whether before or subsequent to termination of the Optionee's
                employment) acted in a manner inimical to the best interests of the
                Company. Conduct which constitutes engaging in an activity that is
                directly or indirectly in competition with any activity of the Company
                or
                any subsidiary thereof shall be governed by the four immediately
                preceding
                paragraphs of this Article and shall not be subject to any determination
                under this paragraph.

               

            


    

    


    
      	
              4.

            	
              Payment
                for any shares of Stock purchased upon exercise of the Option shall
                be
                made in full at the time of exercise. Such payment must be made in
                cash.
                

               

              The
                Optionee, from time to time during the period when the Option may
                by its
                terms be exercised, may exercise the Option in whole or in part by
                delivering to the Company: (i) a written notice signed by the Optionee
                stating the number of shares that the Optionee has elected to purchase
                at
                that time from the Company, and (ii) a check in an amount equal to
                the
                purchase price of the shares then to be purchased. The Committee,
                if it
                shall deem it necessary or desirable for any reason connected with
                any law
                or regulation of any governmental authority relating to the regulation
                of
                securities, may require the Optionee to execute and file with it
                such
                evidence as it may deem necessary that the Optionee is acquiring
                any
                shares of Stock for investment and not with a view to their
                distribution.

               

              As
                soon as practicable after receipt by the Company of such notice and
                check
                (if the Option is exercised in whole or in part) and such evidence
                of
                intent to acquire for investment as may be required by the Committee,
                the
                Company shall issue the appropriate number of shares in the name
                of the
                Optionee and deliver the certificate therefor to the Optionee. The
                number
                of shares shall be adjusted appropriately, or other appropriate
                arrangements shall be made, for any taxes required to be withheld
                by
                United Kingdom or United States federal, state or local law.

               

            


    

    


    
      	
              5.

            	
              As
                a condition of the granting of the Option, the Optionee and the Optionee's
                successors and assigns agree that any dispute or disagreement which
                shall
                arise under or as a result of the Agreement or these terms and conditions
                shall be determined by the Committee in its sole discretion and judgment
                and that any such determination and any interpretation by the Committee
                of
                the Agreement or of these terms and conditions shall be final and
                shall be
                binding and conclusive for all purposes.

               

            


    

    


    
      	
              6.

            	
              The
                option is not transferable by the Optionee and, during the Optionee's
                lifetime, the Option is exercisable only by the Optionee or the Optionee's
                legal representative.

               

            


    

    


    
      	
              7.

            	
              The
                Optionee, or the Optionee's legal representative shall have no rights
                as a
                stockholder with respect to any share covered by the Option until
                such
                person shall have become the holder of record of such share, and,
                except
                as provided in Article 9 hereof, no adjustment shall be made for
                dividends
                (ordinary or extraordinary, whether in cash or securities or other
                property) or distributions
                or other rights in respect of such share for which the record date
                is
                prior to the date upon which such person shall become the holder
                of record
                thereof.

               

            


    

    


    
      	
              8.

            	
              The
                existence of the Option shall not affect in any way the right or
                power of
                the Company or its stockholders to make or authorize any adjustments,
                recapitalizations, reorganizations or other changes in the Company's
                capital structure or its business, or any merger or consolidation
                of the
                Company, or any issue of bonds, debentures, preferred or prior preference
                stocks ahead of or affecting the Stock or the rights thereof, or
                the
                dissolution or liquidation of the Company, or any sale or transfer
                of all
                or any part of its assets or business, or any other corporate act
                or
                proceedings whether of a similar character or otherwise.

               

            


    

    


    
      	
              9.

            	
              The
                shares covered by the Option are shares of Stock as presently constituted,
                but if, and whenever, prior to the delivery by the Company of all
                of the
                shares of Stock deliverable upon exercise of the Option, the Company
                shall
                effect the payment of a stock dividend on Stock payable in shares
                of
                Stock, a subdivision or combination of the shares of Stock, or a
                reclassification of Stock, the number and price of shares remaining
                under
                the Option shall be appropriately adjusted, provided that the adjustment
                is permitted by paragraph 29, Schedule 9 t the Income and Corporation
                Taxes Act 1988 and also provided that the adjustment will not be
                effective
                until and unless it is approved by the Board of the Inland Revenue.
                Such
                adjustment shall be made by the Committee, whose determination as
                to what
                adjustment shall be made, and the extent thereof, shall be final
                and shall
                be binding and conclusive for all purposes. Any such adjustment may
                provide for the elimination of any fractional share which might otherwise
                become subject to the Option.

               

            


    

    


    
      	
              10.

            	
              Except
                as hereinbefore expressly provided, (a) the issue by the Company
                of shares
                of Stock of any class, or securities convertible into shares of Stock
                of
                any class, for cash or property or for labor or services, either
                upon
                direct sale or upon the exercise of rights or warrants to subscribe
                therefor, or upon conversion of shares or obligations of the Company
                convertible into such shares or other securities, or (b) the payment
                of a
                stock dividend on any other class of the Company's stock, or (c)
                any
                subdivision or combination of the shares of any other class of the
                Company's stock, or (d) any reclassification of any other class of
                the
                Company's stock, shall not affect, and no adjustment by reason thereof
                shall be made with respect to, the number or price of shares of Stock
                subject to the Option. 

               

            


    

    


    
      	
              11.

            	
              Subject
                to Rule 6 of the United Kingdom Rules, after any merger of one or
                more
                corporations into the Company, or after any consolidation of the
                Company
                and one or more corporations in which the Company shall be the surviving
                corporation, the Optionee shall, at no additional cost, be entitled
                upon
                any exercise of the Option, to receive (subject to any required action
                by
                stockholders), in lieu of the number of shares as to which the Option
                shall then be so exercised, the number and class of shares of Stock
                or
                other securities to which the Optionee would have been entitled pursuant
                to the terms of the agreement of merger or consolidation if at the
                time of
                such merger or consolidation the Optionee had been a holder of record
                of a
                number of shares of Stock equal to the number of shares as to which
                such
                Option shall then be so exercised. Comparable rights shall accrue
                to the
                Optionee in the event of successive mergers or consolidations of
                the
                character described above. Anything contained herein or in the Agreement
                to the contrary notwithstanding, upon the dissolution or liquidation
                of
                the Company, or upon any merger or consolidation in which the Company
                is
                not the surviving corporation, the Option shall terminate; but if
                a period
                of one year from the date of the Agreement shall have expired, the
                Optionee shall have the right, immediately prior to such dissolution,
                liquidation, merger or consolidation, to exercise the Option in whole
                or
                in part to the extent it shall not have been exercised, without regard
                to
                the installment provisions of Article 1 hereof but subject to any
                other
                limitation contained herein or in the Agreement on the exercise of
                the
                Option in effect on the date of exercise. In the event of any other
                event
                affecting Stock, an appropriate adjustment shall be made in the number
                and
                price of shares remaining under, and other terms and provisions of,
                the
                Option. The foregoing adjustments and the manner of application of
                the
                foregoing provisions shall be determined by the Committee in its
                sole
                discretion, and such determination shall be final and shall be binding
                and
                conclusive for all purposes. Any such adjustment may provide for
                the
                elimination of any fractional share which might otherwise become
                subject
                to the Option.

               

            


    

    


    
      	
              12.

            	
              Optionee
                acknowledges and agrees that, in order for the Company to perform
                its
                requirements under the Plan, the Company may process, for an indefinite
                period of time, personal data about Optionee. Such data includes,
                but is
                not limited to, the information provided in the Option grant materials
                and
                any changes thereto, and other appropriate personal data about Optionee,
                including information about Optionee's participation in the Plan
                and
                options exercised under the Plan from time to time. Optionee also
                hereby
                gives for an indefinite period of time Optionee's explicit consent
                to the
                Company to collect, use, store and transfer any such personal data
                for use
                in the United States of America or any other required location. The
                legal
                persons for whom the personal data is intended include Ford and any
                of its
                subsidiaries, the outside plan administrator as selected by the Company
                from time to time and an other person that the Company may deem
                appropriate in its administration of the Plan. Optionee has been
                informed
                of Optionee's right to access and correct Optionee's personal data
                by
                contacting Optionee's local Human Resources Representative. Optionee
                has
                been informed of Optionee's right to withdraw at any time Optionee's
                consent to the processing of personal data. Optionee has been informed
                that the provision of personal data is voluntary. Optionee understands
                that the transfer of the information outlined here is important to
                the
                administration of the Plan. Optionee's consent is given freely and
                is
                valid as long as it is needed for administration of the Plan or to
                comply
                with applicable legal requirements. Optionee's failure to consent
                to the
                Company's collection, use, storage and transfer of such personal
                data may
                limit Optionee's right to participate in the Plan. For purposes of
                this
                paragraph, the term "Company" shall be deemed to include Ford Motor
                Company, Optionee's employer, and any other affiliate of Ford Motor
                Company involved in the administration of the
                Plan. 

               

            
	
              13.

            	
              Optionee
                acknowledges that the Company is entitled to terminate the Plan
                unilaterally, and Optionee hereby waives any right to receive Plan
                benefits in the event that the Plan is terminated or Optionee's right
                to
                exercise the Option otherwise terminates under the terms of the Agreement.
                Optionee further acknowledges that the Company's grant of the option
                to
                Optionee is not an element of the Optionee's compensation and that
                the
                option is awarded in the Company's discretion. Optionee further
                acknowledges that receipt of the Option does not entitle Optionee
                to any
                further grants of an Option in the future, and that the Company does
                not
                guarantee that benefits under the Plan will have a particular value
                or be
                granted to Optionee in the future.

               

            


    

    


    
      	
              14.

            	
              Notwithstanding
                any of the other provisions of the Agreement or these terms and
                conditions, the Optionee agrees not to exercise the Option, and that
                the
                Company will not be obligated to issue any shares pursuant to the
                Agreement, if the exercise of the Option or the issuance of such
                shares
                would constitute a violation by the Optionee or by the Company of
                any
                provisions of any law or regulation of any governmental authority.
                Any
                determination of the Committee in this connection shall be final
                and shall
                be binding and conclusive for all purposes. The Company shall in
                no event
                be obligated to take any affirmative action in order to cause the
                exercise
                of the Option or the issuance of shares pursuant thereto to comply
                with
                any law or any regulation of any governmental authority.

               

            


    

    


    
      	
              15.

            	
              Every
                notice relating to the Agreement shall be in writing and shall be
                given by
                registered mail with return receipt requested. All notices to the
                Company
                shall be addressed to:

               

              Smith
                Barney, Inc.

              Ford
                Service Center

              1001
                Page Mill Road

              Bldg.
                4, Suite 101

              Palo
                Alto, CA 94304, USA

               

              Phone
                No.: 877-664-FORD (3673) (U.S.), 212-615-7009 (Non-U.S.), 

              Fax
                No.: 650-494-2561

               

              All
                notices by the Company to the Optionee shall be addressed to the
                current
                address of the Optionee as shown on the records of the Company. Either
                party by notice to the other may designate a different address to
                which
                notices shall be addressed. Any notice given by the Company to the
                Optionee at his or her last designated address shall be effective
                to bind
                any other person who shall acquire rights under the
                Agreement.

               

            


    

    


    
      	
              16.

            	
              The
                Agreement has been made in and it and these terms and conditions
                shall be
                construed in accordance with the laws of the State of
                Michigan.

               

            


    

    


    
      	
              17.

            	
              No
                U.K. income tax will be payable on the grant of the Option. The Company
                will, however, inform the U.K. Inland Revenue of the grant of the
                Option.
                No U.K. income tax will be payable on the exercise of the Option,
                provided
                that the scheme retains its U.K. Inland Revenue approved status
                and:

               

              (a)
                the Option is exercised more than 3 years and not more than 10 years
                from
                the date of grant; and

               

              (b)
                it is not exercised within 3 years of the date when the Optionee
                last
                exercised a right obtained under any U.K. Inland Revenue approved
                discretionary share option scheme (whether run by the Optionee's
                present
                employer or any other company whatsoever) and in respect of which
                the
                Optionee obtained relief from U.K. income tax. All Options exercised
                on
                the same day count as one exercise for this purpose.