exv10w60



 







Exhibit 10.60




HERBALIFE LTD.

INDEPENDENT DIRECTORS DEFERRED COMPENSATION AND STOCK UNIT

PLAN




1. Establishment of Plan; Purpose




     Herbalife Ltd. (the “Company”) hereby establishes the Independent Directors
Deferred Compensation and Stock Unit Plan (the “Independent Directors Plan”) for
its duly elected Independent Directors (as defined below). The Independent Directors Plan
provides for the award of Stock Units under Section 9 of the Herbalife Ltd. 2005 Stock
Incentive Plan (the “Plan”). The Independent Directors Plan is intended to be a
part of the Plan and the terms of the Plan are incorporated herein by reference.



     The purpose of the Plan is to facilitate equity ownership in the Company by its Independent
Directors through the award of Stock Units and to allow for deferral by the Independent Directors
of compensation realized in connection with such Stock Units.



2. Definitions




     Unless otherwise specifically provided for herein, all capitalized terms used herein shall
have the same meanings as the meanings ascribed to such terms in the Plan. In addition, the
following words have the following meanings unless a different meaning plainly is required by the
context:




	 	(a)	 	“Deferral Account” means the accounting entry made with respect to each
Participant for the purpose of maintaining a record of each Participant’s benefit under the
Independent Directors Plan.
	 
	 	(b)	 	“Effective Date” means January 15, 2006.
	 
	 	(c)	 	“Grant Date” means a date on which Stock Units are granted pursuant to Section 5
of this Independent Directors Plan.
	 
	 	(d)	 	“Independent Director” means a member of the Board who, at all relevant times, has
been determined by the Board to be independent.
	 
	 	(e)	 	“Participant” means an Independent Director who has received a Stock Unit award
hereunder.
	 
	 	(f)	 	“Plan Year” means January 15 of each calendar year to January 14 of the next
following calendar year. The first Plan Year shall commence on the Effective Date and end on
January 14, 2007.





3. Administration.




     The Independent Directors Plan shall be administered the Committee. Consistent with Section
18 of the Plan, any question concerning the interpretation of the Independent Directors



 









 




Plan, any adjustments required to be made under the Independent Directors Plan, and any
controversy that may arise under the Independent Directors Plan or any award agreement issued
hereunder shall be determined by the Committee in its sole and absolute discretion. All such
decisions by the Committee shall be final and binding.




4. Eligibility and Participation.




     All Independent Directors shall be eligible to participate in this Independent Directors Plan
and defer compensation and receive awards of Stock Units hereunder from time to time.



5. Stock Unit Awards.




     (a) First Plan Year Grant. On the Effective Date of the Independent Directors Plan, the
Committee shall grant to each Independent Director, pursuant to Section 9 of the Plan, a number of
Stock Units equal to the quotient of One Hundred Thousand Dollars ($100,000) divided by the Fair
Market Value of one Common Share on such date, rounded to the nearest whole number.



     (b) Annual Grants. Unless otherwise determined by the Committee, on January 15 of each Plan
Year beginning after Effective Date of the Independent Directors Plan, the Committee shall grant,
pursuant to Section 9 of the Plan, (i) to each Independent Director who has continuously served as
a member of the Board since the immediately preceding Grant Date, a number of Stock Units equal to
the quotient of One Hundred Thousand Dollars ($100,000) divided by the Fair Market Value of one
Common Share on such date, rounded to the nearest whole number and (ii) to each Independent
Director who commenced service on the Board during such Plan Year, a number of Stock Units equal to
(A) the quotient of One Hundred Thousand Dollars ($100,000) divided by the Fair Market Value of one
Common Share on such date, rounded to the nearest whole number, multiplied by (B) a fraction, the
numerator of which equals the number of days during the Plan Year in which the Independent Director
served as a member of the Board and the denominator of which equals 365.



     (c) Award Agreement. Each award of Stock Units shall be evidenced by an award
agreement entered into between the Company and the applicable Participant and shall be
subject to all of the terms and conditions set forth herein and in the Plan.



     (d) Terms and Conditions of Stock Units. Stock Unit awards made pursuant to this Section 5
shall be subject to the following terms and conditions:



          (i) Unless otherwise determined by the Committee at the time of grant the value of each Stock
Unit shall be equal to one Common Share (as adjusted pursuant to Section 12 of the Plan).



          (ii) Subject to the provisions of this Independent Directors Plan, neither Stock Units awarded
pursuant to this Independent Directors Plan nor the Common Shares subject thereto may be sold,
assigned, transferred, pledged, or otherwise encumbered prior to the date on which such Common
Shares are delivered to the Participant or the Participant’s beneficiary designated pursuant to
Section 6(c)(iii) of this Independent Directors Plan.



 









 





          (iii) Unless otherwise provided in an award agreement, the recipient of an award under this
Section 5 shall not be entitled to receive dividends or dividend equivalents with respect to the
number of Common Shares represented by the Stock Unit award until such time as the Common Shares
subject to the award have been issued pursuant to the terms of this Independent Directors Plan.



          (iv) Unless determined otherwise by the Committee at the time of grant and set forth in an
award agreement, subject to the applicable Participant’s continuous service as a member of the
Board, awards of Stock Units pursuant to this Section 5 shall become vested with respect to
twenty-five percent (25%) of the number of Stock Units subject to the award on each of April 15,
July 15 and October 15 of the calendar year in which the award is granted and January 15 of the
calendar year following the year in which the award is granted.



          (v) In the event that a Participant ceases to serve as a member of the Board for any reason,
all Stock Units held by such Participant at the time of such cessation that have not yet become
vested shall be immediately forfeited; provided, however, that in the event of the Participant’s
disability (as such term if defined in Section 22(e) of the Code) or death, the Committee may, in
its sole discretion, accelerate the vesting of any unvested Stock Units then held by such
Participant.



          (vi) Notwithstanding anything herein to the contrary, in the event of a Change of Control all
unvested Stock Units shall be deemed fully vested immediately prior to the consummation of the
Change of Control.



     (e) Payment/Deferral of Stock Unit Awards.



          (i) On each Grant Date the Stock Units awarded to a Participant pursuant to this Section 5
shall be credited to the Participant’s Deferral Account.



          (ii) Subject to the applicable Participant’s continuous service as a member of the Board, on
the third anniversary of the Grant Date of an award of Stock Units pursuant to this Section 5,
there shall be credited to Participant’s Deferral Account one Common Share in exchange for each
such Stock Unit awarded on that Grant Date then held in Participant’s Deferral Account.



          (iii) In the event that a Participant ceases to serve as a member of the Board for any reason
prior to the third anniversary of the Grant Date of an award of Stock Units pursuant to this
Section 5, the Company shall, within thirty (30) days following such cessation, subject to Section
16 of the Plan, issue to the Participant a number of Common Shares equal to the number of vested
Stock Units subject to each such award held in the Participant’s Deferral Account at the time of
such cessation.



6. Deferred Compensation




     (a) Contributions to Deferral Accounts. Pursuant to Section 5(e)(i) of this Independent
Directors Plan, on each Grant Date the Stock Units awarded to a Participant pursuant to Section 5
of this Independent Directors Plan shall be automatically credited to the applicable Participant’s
Deferral Account.



 









 





     (b) Distributions.



          (i) Distribution Elections. Prior to each Grant Date, each Independent Director who
is eligible to receive an award of Stock Units pursuant to Section 5 of this Independent Directors
Plan shall be required to complete and submit to the Committee an election on a form provided by
the Company (a “Distribution Election Form”) as to the timing and form of distributions
from his or her Deferral Account with respect to amounts attributable to the Stock Units awarded on
such Grant Date. If no valid distribution election is made with respect to an award of Stock
Units, the portion of the Participant’s Deferral Account that is attributable such award shall be
distributed, subject to Section 5(e)(iii) of this Independent Directors Plan, in the form of a lump
sum payment on the third anniversary of the Grant Date of such award.



          (ii) Scheduled In-Service Distributions.



               (1) Lump Sum or Installment Payments. A Participant may elect on a Distribution
Election Form to receive distributions from the vested portion of his or her Deferral Account while
he or she is still a member of the Board (an “In-Service Distribution”) in (A) a single
lump sum payment, or (B) annual installment payments over a period of five (5) or ten (10) years,
with the amount of each payment determined as set forth in Section 6(b)(viii) of this Independent
Directors Plan. If the amount a Participant elects to receive pursuant to an In-Service
Distribution is less than $___, payment shall be made in a single lump sum. If a
Participant elects to receive installment payments under (B) above, the amount of each installment
payment shall be equal to the balance remaining in the portion of the Participant’s Deferral
Account that is subject to such installment election (as determined immediately prior to each such
payment), multiplied by a fraction, the numerator of which is one (1), and the denominator of which
is the total number of remaining installment payments. The installment amount shall be adjusted
annually to reflect gains and losses, if any, allocated to such Participant’s Deferral Account
pursuant to Section 6(c)(ii).



               (2) Time of Distributions. A Participant’s election under this Section 6(b)(ii) must
specify the future year in which the payment of the deferred amounts shall commence, provided that
the year in which an In-Service Distribution of amounts attributable to an award of Stock Units is
to commence must be at least three (3) years after the Grant Date of such award.



               (3) Separate Annual Elections. Any desired In-Service Distribution must be separately
elected for each Stock Unit award. Thus, to elect a scheduled In-Service Distribution with respect
to a specific Plan Year’s Stock Units, a new Distribution Election Form must be submitted during
the applicable election period. Once the applicable election period has passed, an In-Service
Distribution may not be elected for that Plan Year’s award.



               (4) Amendment of Election. A Participant may delay the commencement of an In-Service
Distribution or amend his or her election as to the form of the distribution at any time provided
that (A) such amendment must be made in the manner specified by the Committee at least one (1)
calendar year prior to the date the distribution would otherwise commence, (B) the amendment will
not take effect until at least one (1) calendar year after the



 









 







amendment is submitted, and (C) the amendment provides for the deferral of the date of
payments commence for a minimum of five (5) additional years. For purposes of the limitation set
forth clause (C) of the preceding sentence, distributions that are to be paid in installments (as
opposed to in a lump sum) shall be treated as a single payment payable on the date the installments
are due to commence. Any change in the form or timing of payment may not accelerate distributions
to the Participant, except to the extent permitted under Section 409A of the Code without the
imposition of the additional tax set forth in Section 409A(a)(1)(B) of the Code.




               (5) Termination of Board Service Prior to Completion of In-Service Distribution. If a
Participant’s Board service with the Company terminates for any reason prior to receiving full
payment of an In-Service Distribution or while he or she is receiving scheduled installment
payments pursuant to this Section 6(b)(ii), the unpaid portion of the Participant’s elected
distribution shall be paid in accordance with Section 6(b)(iii) below.



          (iii) Distributions upon Termination of Board Service for Reasons Other Than Death.



               (1) Lump Sum or Installment Payments. As an alternative to electing an In-Service
Distribution under Section 6(b)(ii) of this Independent Directors Plan, a Participant may elect on
a Distribution Election Form to receive the vested balance credited to his or her Deferral Account
following termination of Board service for any reason other than death in (A) a single lump sum
payment, or (B) annual installment payments over a period of five (5) or ten (10) years, with the
amount of each payment determined as set forth in Section 6(b)(viii) of this Independent Directors
Plan. If the amount a Participant elects to receive pursuant to an In-Service Distribution is less
than $                    , payment shall be made in a single lump sum. If a Participant elects to receive
installment payments under (B) above, the amount of each installment payment shall be equal to the
balance remaining in the portion of the Participant’s Deferral Account that is subject to such
installment election (as determined immediately prior to each such payment), multiplied by a
fraction, the numerator of which is one (1), and the denominator of which is the total number of
remaining installment payments. The installment amount shall be adjusted annually to reflect gains
and losses, if any, allocated to such Participant’s Deferral Account pursuant to Section 6(c)(ii).



               (2) Death of Participant. If a Participant dies prior to receiving full payment his
or her Deferral Account as elected under this Section 6(b)(iii), the balance of the vested portion
of such Participant’s Deferral Account shall be paid to the Participant’s designated beneficiary in
the form of a lump sum as soon as administratively practicable following the Participant’s death.
The amount of any such lump sum payment shall be determined as set forth in Section 6(b)(viii).



          (iv) Stock Units Awarded on Effective Date. Notwithstanding anything herein to the
contrary, that portion of a Participant’s Deferral Account that is attributable the award of Stock
Units pursuant to Section 5 of this Independent Directors Plan on the Effective Date shall be
distributed, subject to Section 5(e)(iii) of this Independent Directors Plan, in the form of a lump
sum payment on the third anniversary of the Effective Date.



 









 





          (v) Form of Distribution. That portion of a Participant’s Deferral Account that
remains notionally invested, at the time of distribution, in Stock Units and/or Common Shares shall
be distributed in the form of Common Shares. That portion of a Participant’s Deferral Account that
is notionally invested, at the time of distribution, in any investment alternative other than Stock
Units or Common Shares shall be distributed in cash.



          (vi) Financial Hardship. The Committee shall have the authority to alter the timing
or manner of payment of amounts credited to a Participant’s Deferral Account in the event that the
Participant establishes, to the satisfaction of the Committee, “severe financial hardship” (as
defined herein). For purposes of this Section 6(b)(vi), “severe financial hardship” shall mean any
financial hardship resulting from the illness or injury of a Participant or dependent (as
determined by the Committee), the casualty loss of a Participant’s real or personal property, or
other similar extraordinary and unforeseeable circumstances arising as a result of events beyond
the control of the Participant. In any event, payment under this Section 6(b)(vi) may not be made
to the extent such emergency is or may be relieved: (A) through reimbursement or compensation by
insurance or otherwise; or (B) by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship. Withdrawals of
amounts because of a severe financial hardship may only be permitted to the extent reasonably
necessary to satisfy the hardship, plus to pay taxes on the withdrawal. The Participant’s Deferral
Account will be credited with earnings in accordance with this Section 6 up to the date of
distribution.



          (vii) Incompetence of Distributee. In the event that it shall be found that a person
entitled to receive payment under the Plan (including a designated beneficiary) is a minor or is
physically or mentally incapable of personally receiving and giving a valid receipt for any payment
due (unless prior claim therefor shall have been made by a duly qualified committee or other legal
representative), such payment may be made to any person whom the Committee in its sole discretion
determines is entitled to receive it, and any such payment shall fully discharge the Company, the
Company, the Committee and the Plan from any further liability to the person otherwise entitled to
payment hereunder, to the extent of such payment.



          (viii) Value of Stock Units on Distribution. In the event of a distribution
hereunder, the amount payable to the Participant receiving such distribution shall be as follows:



               (A) In the event Participant has selected an investment other than Stock Units or Common
Shares, and such Participant has elected to take payment of the Deferral Account in a lump sum
payout, or a lump sum payout is otherwise required hereunder, the Company shall pay the Participant
an amount in cash equal to the balance in such Participant’s Deferral Account as of the date
elected by the Participant, or as of the date of the event requiring such lump sum payout, as the
case may be.



               (B) In the event Participant has selected investment an investment other than Stock Units or
Common Shares, and such Participant has elected to take payment of the Deferral Account in
installments, the Company shall pay the Participant annually installment payments, with each
payment equal to the balance of the Deferral Account on the applicable anniversary date selected by
Participant, divided by the number of installments remaining.



 









 





               (C) In the event Participant has selected investment in Stock Units and/or Common Shares, and
such Participant has elected to take payment of the Deferral Account in a lump sum payout, or a
lump sum payout is otherwise required hereunder, the Company shall, subject to Section 16 of the
Plan, issue to the Participant a number of Common Shares equal to the number of Stock Units and
Common Shares in such Participant’s Deferral Account.



               (D) If Participant has selected investment in Stock Units and/or Common Shares, and such
Participant has elected to take payment of the Deferral Account in installment payouts, such
Participant shall receive on each installment payment date, subject to Section 16 of the Plan, a
number of Common Shares equal to the total number of Stock Units and Common Shares in such
Participant’s Deferral Account, divided by the number of installments elected.



               (E) Any distributions due by the Company under this Section 6 shall be made as soon as
administratively feasible, but, subject to Section 16 of the Plan, in no event later than the
thirtieth (30th) day after the day the amount of such payment is determined pursuant to this
Section 6(b)(viii).



     (c) Deferral Accounts.



          (i) Participants’ Accounts. The Company shall establish and maintain an individual
bookkeeping Deferral Account for each Participant. Each Deferral Account shall be credited with
Stock Units in accordance with Section 6(a) of this Independent Directors Plan, generally within
five (5) business days of the third anniversary of the applicable Grant Date, and as provided in
Section 6(c)(ii). Each Participant shall be fully vested in his or her Deferral Account at all
times.



          (ii) Earnings on Deferred Amounts.



               (1) A Participant’s Deferral Account shall be credited with earnings (or losses) based on a
deemed investment of the Participant’s Deferral Account, as directed by each Participant, which
deemed investment shall be Stock Units/Common Shares or one or more hypothetical investment
alternatives made available by the Committee from time to time; provided, however, that amounts
credited to a Participant’s Deferral Account in respect of an award Stock Units under this
Independent Directors Plan must remain invested Stock Units until third anniversary of the Grant
Date of such award. A Participant shall have no voting rights or any other rights as a holder of
Common Shares with respect to any Stock Units or Common Shares allocated to his or her Deferral
Account; provided, however, that notwithstanding the foregoing, to the extent a
Participant has had Common Shares credited to such Participant’s Deferral Account and the Company
pays cash dividends with respect to the Common Shares, such Participant’s Deferral Account will be
credited with an additional number of Common Shares equal to (A) the dividend per Common Share
multiplied by (B) the number of Common Shares in such Participant’s Deferral Account divided by (C)
the Fair Market Value of one Common Share on the date such dividend is paid to the holders of
Common Shares.



 









 





               (2) Deemed earnings (and losses) on a Participant’s Deferral Account shall be credited to a
Participant’s Deferral Account on a monthly basis. Any portion of a Participant’s Deferral Account
which is subject to distribution in installments shall continue to be credited with deemed earnings
(or losses) until fully paid out to the Participant.



               (3) The Committee reserves the right to change the options available for deemed investments
under the Plan from time to time, or to eliminate any such option at any time. A Participant may
specify a separate investment allocation with respect any portion of his or her Deferral Account,
subject to limitations imposed by the Committee. Participants may modify their deemed investment
instructions each business day with respect to any portion (whole percentages only) of their
Deferral Account; provided they notify the Committee or its designee within the time and in the
manner specified by the Committee. Elections and amendments thereto pursuant to this Section
6(c)(ii) shall be made in the manner prescribed by the Committee.



          (iii) Designation of Beneficiary. Each Participant may designate a beneficiary or
beneficiaries (each a “Beneficiary”) who, upon the Participant’s death, or physical or
mental incapacity will receive the amounts that otherwise would have been paid to the Participant
under this Independent Directors Plan. All designations shall be signed by the Participant, and
shall be in such form as prescribed by the Committee. Each designation shall be effective as of
the date delivered to the Committee or its designee by the Participant. Participants may change
their beneficiary designations on such form as prescribed by the Committee. The payment of amounts
credited to a Participant’s Deferral Account shall be in accordance with the last unrevoked written
beneficiary designation that has been signed by the Participant and delivered to the Committee or
its designee prior to the Participant’s death. In the event that all the beneficiaries named by a
Participant pursuant to this Section 6(c)(iii) predecease the Participant, the deferred amounts
that would have been paid to the Participant or the Participant’s beneficiaries shall be paid to
the Participant’s estate. In the event a Participant does not designate a beneficiary, or for any
reason such designation is ineffective, in whole or in part, the amounts that otherwise would have
been paid to the Participant or the Participant’s beneficiaries under the Plan shall be paid to the
Participant’s estate.



     (d) Trust. Nothing contained in this Independent Directors Plan shall create a trust of any
kind or a fiduciary relationship between the Company and any Participant. Nevertheless, the
Company may establish one or more trusts, with such trustee(s) as the Committee may approve, for
the purpose of providing for the payment of deferred amounts and earnings thereon. Such trust or
trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s
general creditors upon the bankruptcy or insolvency of the Company.



     (e) Nontransferability. Participants’ rights to deferred amounts and earnings credited
thereon under the Independent Directors Plan may not be sold, transferred, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and distribution, or
pursuant to a domestic relations order, nor shall the Company make any payment under the
Independent Directors Plan to any assignee or creditor of a Participant.



 









 





7. Rights of Participants.




     (a) Contractual Obligation. The Independent Directors Plan shall create an unfunded,
unsecured contractual obligation on the part of the Company to make payments due under Stock Unit
awards, and to make payments from the Participants’ Deferral Accounts when due. Payments under the
Independent Directors Plan shall be made out of the general assets of the Company or from the trust
or trusts referred to in Section 6(d) above.



     (b) Unsecured Interest. No Participant or party claiming an interest in benefits of a
Participant hereunder shall have any interest whatsoever in any specific asset of the Company. To
the extent that any party acquires a right to receive payments under the Independent Directors
Plan, such right shall be equivalent to that of an unsecured general creditor of the Company. Each
Participant, by participating hereunder, agrees to waive any priority creditor status with respect
to any amounts due hereunder. The Company shall have no duty to set aside or invest any amounts
credited to Participants’ Deferral Accounts or Stock Unit awards under this Independent Directors
Plan. Accounts established hereunder are solely for bookkeeping purposes and the Company shall not
be required to segregate any funds based on such accounts.



8. Miscellaneous.




     (a) Notice. Any notice or filing required or permitted to be given to the Company under the
Independent Directors Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail to the Committee, and if mailed, shall be addressed to the principal
executive offices of the Company. Notice mailed to a Participant shall be at such address as is
given in the records of the Company. Notices to the Company shall be deemed given as of the date
of delivery. Notice to a Participant or beneficiary shall be deemed given as of the date of hand
delivery, or if delivery is made by mail, three (3) days following the postmark date.



     (b) Costs of the Independent Directors Plan. All costs of implementing and administering the
Independent Directors Plan shall be borne by the Company.



9. Amendments and Termination




     The Company reserves the right to amend, modify, or terminate the Independent Directors Plan
(in whole or in part) at any time by action of the Board or the Committee, with or without prior
notice. Except as described below in this Section 9, no such amendment or termination shall in any
material manner adversely affect any Participant’s rights to any amounts already deferred or
credited hereunder or deemed earnings thereon, up to the point of amendment or termination, without
the consent of the Participant. Termination of the Independent Directors Plan shall not be a
permitted distribution event, except to the extent permitted under Section 409A of the Code without
the imposition of any additional taxes or other penalties under Section 409A of the Code. If
payout is commenced pursuant to the operation of this Section 9, the payment of deferred amounts
and earnings thereon shall be made in the manner selected by each Participant under Section
6(b)(iii) herein (other than the commencement date).



     Subject to the above provisions, the Board shall have broad authority to amend the Independent
Directors Plan to take in to account changes in applicable securities and tax laws and accounting
rules.



 









 





10. General Provisions




     (a) Additional Compensation Arrangements. Nothing contained in this Independent Directors
Plan shall prevent the Board from adopting other or additional compensation arrangements, subject
to stockholder approval if such approval is required, and such arrangements may be either generally
applicable or applicable only in specific cases.



     (b) No Right to Continued Service. Neither the adoption of the Independent Directors Plan nor
the award of Stock Units hereunder shall confer upon any individual any right to continued service
as a member of the Board, nor shall it interfere in any way with the right of the Company to
terminate the service of an individual at any time.



     (c) Arbitration. Any individual making a claim for benefits under this Independent Directors
Plan may contest the Committee’s decision to deny such claim or appeal therefrom only by submitting
the matter to binding arbitration before a single arbitrator. Any arbitration shall be held in Los
Angeles, California, unless otherwise agreed to by the Committee. The arbitration shall be
conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
The arbitrator’s authority shall be limited to the affirmation or reversal of the Committee’s
denial of the claim or appeal, based solely on whether or not the Committee’s decision was
arbitrary or capricious, and the arbitrator shall have no power to alter, add to, or subtract from
any provision of this Independent Directors Plan. Except as otherwise required by applicable law,
the arbitrator’s decision shall be final and binding on all parties, if warranted on the record and
reasonably based on applicable law and the provisions of this Independent Directors Plan. The
arbitrator shall have no power to award any punitive, exemplary, consequential or special damages,
and under no circumstances shall an award contain any amount that in any way reflects any of such
types of damages. Each party shall bear its own attorney’s fees and costs of arbitration.
Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.



11. Governing Law.




     The Independent Directors Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the internal laws of the State of California.