XTL
BIOPHARMACEUTICALS LTD.






2001
EMPLOYEE SHARE OPTION PLAN










A. NAME
AND PURPOSE







1. Name: This
plan, as amended from time to time, shall be known as the "XTL
Biopharmaceuticals Ltd. 2001 Employee Share Option Plan” (the
"Plan").




2. Purpose: The
purpose and intent of the Plan is to provide incentives to the employees and
selected directors of XTL Biopharmaceuticals Ltd. (the "Company") and its
subsidiaries by providing them with options to purchase Ordinary Shares, nominal
value 0.02 New Israeli Shekels each (the "Shares"), of the Company in order to
(a) align the interests of employees, directors and consultants with
shareholders interests; (b) create a long-term incentive to employees, directors
and consultants; (c) to attract skilled managers and employees to the Company;
and (d) to achieve greater motivation of employees and enhance employee
retention.




B.
GENERAL TERMS AND CONDITIONS OF THE PLAN




3. Administration: 




3.1 The Plan
will be administered by the Board of Directors of the Company (the "Board") or
by a remuneration committee appointed by the Board (the "Committee"), which, if
appointed, will consist of such number of Directors of the Company as may be
fixed, from time to time, by the Board. If a Committee is not appointed, the
term Committee, whenever used herein, shall mean the Board. The Board shall
appoint the members of the Committee, may from time to time remove members from,
or add members to, the Committee and shall fill vacancies in the Committee
however caused. 

 

3.2 The
Committee shall select one of its members as its Chairman and shall hold its
meetings at such times and places as it shall determine. Actions taken by a
majority of the members of the Committee, at a meeting at which a majority of
its members is present, or acts reduced to or approved in writing by all members
of the Committee, shall be the valid acts of the Committee. The Committee may
appoint a Secretary, who shall keep records of its meetings and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable.




3.3 Subject
to the general terms and conditions of this Plan, the Committee shall have the
full authority in its discretion, from time to time and at any time, to
determine (i) the persons ("Grantees") to whom options to purchase Shares
("Option(s)") shall be granted, (ii) the number of Shares to be covered by
each Option, (iii) the time or times at which the same shall be granted,
(iv) the schedule and conditions on which such Options may be exercised and
on which such Shares shall be paid for, and/or (v) any other matter which
is necessary or desirable for, or incidental to, the administration of the Plan.
Notwithstanding the aforesaid, the actual issuance of the Options to the
Grantees will only be valid following a resolution of a duly convened Board
meeting of the Company.




3.4 The
Committee may, from time to time, adopt such rules and regulations for carrying
out the Plan as it may deem necessary. In addition to the aforesaid, the
Committee shall have full authority in its discretion to create sub-plans to the
Plan which shall incorporate such amendments as the Committee shall deem fit in
order to facilitate the operation of the Plan in any jurisdiction required
taking into consideration, among other things, tax issues, corporate governance
issues and applicable securities and regulatory regulations and legislation (the
“Sub-plans”, the term Plan shall hereinafter be deemed to include any Sub-plan
created by the Committee). No member of the Board or of the Committee shall be
liable for any act or determination made in good faith with respect to the Plan
or any Option granted thereunder.










-1-












3.5 The
interpretation and construction by the Committee of any provision of the Plan or
of any Option thereunder shall be final and conclusive unless otherwise
determined by the Board.




4. Eligible
Grantees: The
Committee, at its discretion, may determine to grant Options to any employee of
the Company or its subsidiaries (including officers and directors who are
employees), who devote substantially the whole of their working time to the
business of the Company and its subsidiaries. Anything in this Plan to the
contrary notwithstanding, all grants of Options to Directors and Office
Holders -"Nosei Misra" - as such term is defined in the Israeli
Companies Act - 1999, as amended from time to time (the "Companies
Act") -shall be authorized and implemented only in accordance with the
provisions of the Companies Act. The grant of an Option to a Grantee hereunder,
shall neither entitle such Grantee to participate, nor disqualify him from
participating, in any other grant of options pursuant to this Plan or any other
stock option plan of the Company. 

 

5. Grant
of Options in Trust:




5.1 Subject
to Section 7.1 hereof, the effective date of the grant of an Option (the "Date
of Grant") shall be the date upon which the Board decided to issue the Options
to the Grantee in accordance with the determination of the Committee to award
such Options to the Grantee; except that in the event of grant of options in
accordance with Section 10.1(a) below, the decision of the Board to issue the
Options to the Grantee shall be at least 30 days after the delivery by the
Company to the appropriate income tax authorities of a notice pertaining to the
appointment of the Trustee and the adoption of the Plan. The Committee shall
promptly give the Grantee written notice (the "Notice of Grant") of the grant of
an Option following the official issuance of the Options by the Board.
Options
may only be granted subject to the terms herein and the grant must fall during a
period of forty two days (“Open
Periods”)
immediately following the date of any of the following:-




(a) the
approval and adoption of the Plan by the Company in general
meeting;

 

(b) the
announcement of the interim results of the Company;

 

(c) the
preliminary announcement of the final results of the Company;

 

(d) the issue
of any prospectus, listing particulars or other document containing equivalent
information relating to Shares;

 

(e) in
relation to any Director of the Company or subsidiary of the Company (an
“Executive”) who
the Committee determines shall be granted an Option upon his becoming an
Executive, his so becoming an Executive; or

 

(f) an event
which the Committee in its absolute discretion deems sufficiently exceptional to
justify the grant of an Option.




5.2 Anything
herein to the contrary notwithstanding, all Options granted under the Plan shall
be granted by the Company to a trustee designated by the Board and approved by
the appropriate tax authorities (the "Trustee"). The Trustee shall hold each
such Option in trust (the "Trust") for the benefit of the Grantee in respect of
whom such Option was granted (the "Beneficial Grantee"), and no Options shall be
released from the Trust until the vesting of such Options pursuant to
Section 10.3 hereof and in the event of the grant of Options under Section
10.1(a), until at least two (2) years from the Date of Grant have expired (the
"Release Date") taking into consideration the tax implications from such
release. From and after the Release Date, upon the written request of any
Beneficial Grantee, the Trustee shall release from the Trust the Options granted
and exercise them on behalf of such Beneficial Grantee, by executing and
delivering to the Company such instrument(s) as the Company may require, giving
due notice of such release to such Beneficial Grantee, provided, however, that
the Trustee shall not so release and exercise any such Options on behalf of the
Beneficial Grantee unless the latter, prior to, or concurrently with, such
release and exercise, provides the Trustee with evidence, satisfactory in form
and substance to the Trustee, that all taxes and/or compulsory payments, if any,
required to be paid upon such release and exercise have, in fact, been paid or
the Trustee has withheld any and all taxes required to be paid on such options
prior to the release and exercise for payment by the Trustee to the appropriate
tax authorities.










-2-















6. Limits
(the Company)




6.1 No Option
to subscribe for Shares shall be granted if immediately thereafter (the
“relevant
time"):




(a) the
aggregate nominal amount of Shares in respect of which options to subscribe for
Shares (“Subscription
Options”) would
then have been granted would, when added to the aggregate nominal amount of the
issued and outstanding share capital of the Company (the “Ordinary Share
Capital”) which has already been placed under option to be issued (whether or
not issued at the relevant time) under any other share option schemes or has
already been issued under any other employees' share schemes of the Company
(other than share option schemes) during the ten years preceding the relevant
time exceed 10% of the aggregate nominal amount of the Ordinary Share Capital at
the relevant time or




(b) the
aggregate nominal amount of Shares in respect of which Subscription Options
(other than Options which are Super Options, as defined below) would then have
been granted would, when added to the aggregate nominal amount of Ordinary Share
Capital which has already been placed under option to be issued (whether or not
issued at the relevant time) under any other share option schemes of the Company
(other than options under savings related share option schemes approved under
Schedule 9 to the United Kingdom Companies Act 1985 (the “Act”) and other than
options which are Super Options) during the ten years preceding the relevant
time exceed 5% of the aggregate nominal amount of Ordinary Share Capital in
issue at the relevant time 




6.2 In this
Section 6 and in Sections 7 and 8 references to Shares in respect of which
Subscription Options have been granted and to Shares or Ordinary Share Capital
placed under option to be issued shall exclude Shares or Ordinary Share Capital
in respect of which:




(a)  an
option has lapsed or has been cancelled; and

 

(b) Subscription
Options have been granted before September 26, 2000, the date upon which the
Company’s ordinary share capital was admitted to the Official List of London
Stock Exchange (“Flotation”)




7. Limits
(“Executives”)

 



7.1 No Option
shall be granted to any Grantee if his normal anticipated retirement date is
within 2 years of the Date of Grant.

 



8. Super
Options




8.1 A “Super
Option” is an Option or other option to acquire Shares the exercise of which is
subject to performance conditions considered by the Committee to be materially
more stretching than those commonly applied by similar companies whose shares
are listed on the Official List of the UK Listing Authority




8.2 No
Subscription Option which is a Super Option shall be granted if immediately
thereafter (the “relevant time") the aggregate nominal amount of Shares in
respect of which Subscription Options which are Super Options would then have
been granted would, when added to the aggregate nominal amount of Ordinary Share
Capital in respect of which options to subscribe which are Super Options have
been granted under any other share option schemes during the ten years preceding
the relevant time exceed 5% of the aggregate nominal amount of Ordinary Share
Capital in issue at the relevant time.




9. Reserved
Shares: The
Company has reserved 11,000,000 authorized but unissued Shares for purposes of
the Plan subject to adjustments as provided in Section 14 hereof. All
Shares under the Plan, in respect of which the right hereunder of a Grantee to
purchase the same shall, for any reason, terminate, expire or otherwise cease to
exist, shall again be available for grant through Options under the
Plan.










-3-












10. Grant
of Options:




10.1 The
Committee in its discretion may determine to award to Grantees Options to
purchase Shares in the Company available under the Plan in accordance with
Sub-plans created to facilitate any of the following tax rules:




(a) To
Israeli Grantees- 



(i) in
accordance with the provisions of Section 102 of the Income Tax Ordinance [New
Version] 1961 (the “Israeli Tax Ordinance”); or

(ii) in
accordance with the provisions of Section 3(9) of the Israeli Tax Ordinance;
and


 

(b) To US
Grantees- 

(i) “Incentive
stock options” within the meaning of section 422 of the United States Internal
Revenue Code of 1986 (the “Code”); or

(ii) “Nonqualified
stock options” as defined in the Code. 




10.2 The
Notice of Grant shall state, inter alia, the number of Shares covered thereby,
the schedule pursuant to which such Options shall vest, the Beneficial Grantee
thereof, the terms and conditions under which the Beneficial Grantee shall be
entitled to pay for, and acquire, the Shares, the exercise price, and such other
terms and conditions as the Committee at its discretion may prescribe, provided
that they are consistent with this Plan. The Committee shall take into
consideration in its determination of the allocation of Options to Grantees,
among other matters, the following considerations:

 

(a) The
current market demand for similar positions of the Grantees; 

(b) The
required experience needed by the position held by the Grantee;

(c) The level
of managerial responsibility afforded to the Grantee; and

(d) The
possible negative impact of the Grantee’s termination of legal relationship with
the Company.

 

10.3 The
Options granted under the Plan shall be issued subject to a vesting schedule
providing that the Grantee may exercise one third (1/3) of any Options granted
to him/her upon the second, third and fourth anniversary of the Date of Grant
(each of such dates a “Vesting
Date”)
provided that at each Vesting Date a legal relationship exists between the
Grantee and the Company. 




10.4 Without
derogating from the rights and powers of the Committee under Section 10.2
hereof, unless otherwise specified in the Notice of Grant, each Option under the
Plan shall be for a term of ten (10) years. 




11. Exercise
Price: The
exercise price per Share covered by each Option shall be the market value of a
Share on the Date of Grant of such Option as determined by the Committee or (if
the Shares are for the time being listed in the Daily Official List of the
London Stock Exchange) the average of the middle market quotations (as derived
from the said Daily Official List) of a Share for the three immediately
preceding dealing days before the Date of Grant of such Option. That average
price shall be in US Dollars calculated in accordance with the representative
rate of US Dollars in GB Sterling on the day preceding the Date of Grant
(the
“Exercise
Price”).





12. Exercise
of Options:




12.1 Options
shall be exercisable pursuant to the terms under which they were awarded and
subject to the terms and conditions of the Plan.




12.2 The
exercise of an Option shall be made by a written notice of exercise (the "Notice
of Exercise") delivered by the Trustee (after receipt of written instructions
from the Beneficial Grantee) to the Company at its principal executive office,
specifying the number of Shares to be purchased and accompanied by the payment
of the Exercise Price therefor, and containing such other terms and conditions
as the Committee shall prescribe from time to time.










-4-












12.3 Anything
herein to the contrary notwithstanding, but without derogating from the
provisions of Section 13 hereof, if any Option has not been exercised and
the Shares covered thereby not paid for within ten (10) years after the Date of
Grant (or any shorter period set forth in the Notice of Grant), such Option and
the right to acquire such Shares shall terminate, all interests and rights of
the Grantee in and to the same shall ipso facto expire, and, in the event that
in connection therewith any Options are still held in the Trust as aforesaid,
the Trust with respect thereto shall ipso facto expire and the Trustee shall
thereafter hold such Options in an unallocated pool until instructed by the
Company that some or all of such Options are again to be held in trust for one
or more Grantees.




12.4 Each
payment of the Exercise Price for Shares shall be in respect of a whole number
of Shares, and shall be effected in cash or by a cashier's check payable to the
order of the Company, or such other method of payment acceptable to the Company.





13. Termination
of Legal Relationship:




13.1 In the
event that a legal relationship between the Company and the Grantee ceases, for
any reason, all Options theretofore granted to such Grantee shall terminate as
follows:

 

(a) If the
Grantee’s cessation of legal relationship is due to such Grantee’s death or
“Disability” (as hereinafter defined), such Option (to the extent exercisable at
the time of the Grantee’s cessation of legal relationship) shall be exercisable
by the Grantee’s legal representative, estate of other person to whom the
Grantee’s rights are transferred by will or by laws of descent of distribution
for a period of twelve (12) months following such cessation of legal
relationship (but in no event after the expiration date of such Option), and
shall thereafter terminate. For purposes hereof, Disability shall mean the
inability, due to illness or injury, to engage in any gainful occupation for
which the individual is suited by education, training or experience, which
condition continues or is expected to continue for at least twelve (12)
months.

 

  (b) If the
Grantee’s cessation of legal relationship by the Company (hereinafter
“Dismissal”) is for “cause”, such Grantee’s Options, both vested and unvested,
shall expire immediately upon Dismissal. For the
purpose hereof “cause” is defined as willful misconduct, disregard of directives
and policies of the board of directors of the Company, conviction of a felony,
acts of theft, embezzlement or self dealing, misappropriation of trade secrets,
or any material breach of the agreement between the Grantee and the Company
where such breach is not remedied within thirty (30) days after service of
notice by the Company specifying the breach complained of and (if remediable)
requiring remedy of it.




(c) If the
Grantee’s Dismissal is not for “cause” (as defined in subsection (b) above), the
Grantee shall be entitled to exercise, in addition to all Options vested up to
his/her date of Dismissal, a relative number of unvested Options included in the
next Vesting Date, such relative number to be calculated as the number of full
days completed (as of the date of Dismissal) since the previous Vesting Date (or
the date of Grant, as applicable), divided by the number of days between the
previous Vesting Date (or the date of Grant, as applicable) and the next Vesting
Date. Exercise may take place at any time during the twelve (12) months
following such cessation of legal relationship (but in no event after the
expiration date of such option), and shall thereafter terminate. In the event
that the Dismissal occurs prior to the first anniversary of the Grant of
Options, the Grantee shall not be entitled to any Options and all Options
granted to the Grantee shall ipso facto expire and cease to have any legal
effect.




(d) If the
Grantee’s cessation of legal relationship is for any other reason, such Options
which have vested prior to such termination (to the extent exercisable at the
time of the Grantee’s cessation of legal relationship) shall be exercisable for
a period of ninety (90) days following such cessation of legal relationship, and
shall thereafter terminate; provided,
however, that if
the Grantee’s dies within such ninety-day period, such Options (to the extent
exercisable at the time of the Grantee’s cessation of legal relationship) shall
be exercisable by the Grantee’s legal representative, estate or other person to
whom the Grantee’s rights are transferred by will or by laws of descent of
distribution for a period of twelve (12) months following the Grantee’s death
(but in no event after the expiration date of such Option), and shall thereafter
terminate. Notwithstanding the aforesaid, the Committee may, in its sole
discretion, extend the ninety-day period by an additional ninety-day period in
the case of a Substantial Lack of Trading in the Company’s shares. A
“Substantial Lack of Trading” is defined when in the preceding four (4) weeks
the average weekly trade in the Company’s shares was less than 0.5% of the
Company’s issued and outstanding share capital. 










-5-












(e) If the
Grantee’s cessation of legal relationship is due to such Grantee’s retirement,
such Option (to the extent exercisable at the time of the Grantee’s cessation of
legal relationship) shall be exercisable by the Grantee for a period of twelve
(12) months following such cessation of legal relationship (but in no event
after the expiration date of such Option), and shall thereafter terminate.
provided,
however, that if
the Grantee’s dies within such twelve-month period, such Options (to the extent
exercisable at the time of the Grantee’s cessation of legal relationship) shall
be exercisable by the Grantee’s legal representative, estate or other person to
whom the Grantee’s rights are transferred by will or by laws of descent of
distribution for a period of twelve (12) months following the Grantee’s death
(but in no event after the expiration date of such Option), and shall thereafter
terminate.




13.2 Notwithstanding
the foregoing provisions of Section 13.1, the Committee may provide, either
at the time an Option is granted or thereafter, that such Option may be
exercised after the periods provided for in Section 13.1, but in no event
beyond the term of the Option.




14. Adjustment
Upon Changes in Capitalization




14.1 Subject
to any required action by the shareholders of the Company, the number of Shares
covered by each outstanding Option, and the number of Shares which have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per share of Shares covered by each such
outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Shares or
the payment of a stock dividend (bonus shares) with respect to the Shares or any
other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company; provided,
however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Committee, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of Shares subject to an Option.


 

14.2 In the
event of the proposed dissolution or liquidation of the Company, the Committee
shall notify each Grantee at least fifteen (15) days prior to such proposed
action. To the extent it has not been previously exercised, each Option will
terminate immediately prior to the consummation of such proposed action.





14.3 In the
event of a consolidation or the merger of the Company with or into another
corporation as a result of which the Company is not the surviving entity, each
Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
and the following shall apply:




(a) The
vesting of the Options shall remain the same except that 25% of the remaining
unvested Options at the time of consolidation or merger shall become immediately
vested; and

 

(b) In the
event that the Grantee shall be dismissed prior to the first anniversary of the
consolidation or merger not for “cause”, then an additional 25% of the remaining
unvested Options at the time of consolidation or merger shall become immediately
vested upon such dismissal. 




15. Changes
in Control







15.1 If at any
time before the expiry of the Option Period of an Option any person obtains
control (as such term is defined in Section 840 of the Income and Corporation
Taxes Act 1988, a United Kingdom Statute) (“Control”) of the Company as a result
of making:










-6-












(a) a general
offer to acquire the whole of the issued Ordinary Share Capital of the Company
(or the whole other than any such share capital already held at the date of the
offer by, or by a nominee for, the offeror or any subsidiary thereof), which
offer is made on a condition such that if it is satisfied the person making the
offer will have Control of the Company, 

or

(b) a general
offer to acquire all the Shares (or all other than any such Shares already held
at the date of the offer by, or by a nominee for, the offeror or any subsidiary
thereof) the Option Holder shall be entitled within a period of six months
beginning with the time when the person making the offer has obtained Control of
the Company and any condition subject to which the offer is made has been
satisfied: 

 

(i) to
exercise that Option (but only within that period) subject to the vesting of
such Options as set out in Section 10.3 above, or 

 

(ii) if the
offeror is a company, by agreement with the offeror, to release that Option in
consideration of the grant to him of an equivalent option (as envisaged by
Section 14.3)




15.2 If at any
time before an Option has lapsed any person obtains Control of the Company as a
result of an agreement with one or more shareholders of the Company to acquire
any of the issued Ordinary Share Capital of the Company, the Option Holder shall
be entitled within a period of six months beginning with the time such person
has obtained Control of the Company and such agreement has become unconditional
to exercise that Option (but only within that period) or if the offeror is a
company, by agreement with the offeror, to release that Option in consideration
of the grant to him of an equivalent option (as envisaged by Section
14.3).

 

15.3 An
exercise of an Option pursuant to this Section 15 may take place before the
Option has vested pursuant to Section 10.3 but may not take place after that
Option has lapsed or expired.




16. Non-Transferability: 




No Option
shall be assignable or transferable by the Grantee to whom granted otherwise
than by will or the laws of descent and distribution, and an Option may be
exercised during the lifetime of the Grantee only by such Grantee or by such
Grantee's guardian or legal representative. The terms of such Option shall be
binding upon the beneficiaries, executors, administrators, heirs and successors
of such Grantee.




17.  Terms
and Amendment of the Plan:




17.1 The Plan
was authorized by the Board on February 28, 2001 and by the shareholders of the
company on May 3, 2001. The Plan shall expire on May 2, 2011 (except as to
Options outstanding on that date), but such expiration shall not affect the
instructions contained herein or in any applicable law with respect to the
Options and Shares held in the Trust at such time of expiration. 




17.2
Subject to applicable laws, the Board may, at any time and from time to time,
terminate or amend the Plan in any respect save that 


 

(a) no
amendment to the advantage of Executives or Option Holders may be made to the
provisions of this Plan relating to:

 

(1) the
persons to whom Options may be granted;

 

(2) the
limitations on the number or amount of Ordinary Shares subject to this
Scheme;

 







-7-












(3) the basis
for determining the entitlement of an Executive or Option Holder to, and the
terms of, Shares and for the adjustment thereof in the event of variation of
capital (Rule without the prior approval of the Company in general meeting (save
for minor amendments to benefit the administration of this Plan, to take account
of a change in legislation or to obtain or maintain favourable tax, exchange
control or regulatory treatment for Executives or Option Holders or for the
Company or the Group); and

 

(b)  In no
event may any action of the Company alter or impair the rights of a Grantee,
without his consent, under any Option previously granted to him.

 

18. Tax
Consequences: All tax
consequences and/or obligations regarding other compulsory payments arising from
the grant or exercise of any Option, from the payment for, or the subsequent
disposition of, Shares covered thereby or from any other event or act (of the
Company or the Grantee) hereunder, shall be borne solely by the Grantee, and the
Grantee shall indemnify the Company and the Trustee and hold them harmless
against and from any and all liability for any such tax (and compulsory payment,
if any) or interest or penalty thereon, including without limitation,
liabilities relating to the necessity to withhold, or to have withheld, any such
tax (and compulsory payment, if any) from any payment made to the
Grantee.



 

19. Miscellaneous:




19.1 Continuance
of Legal Relationship: Neither
the Plan nor the grant of an Option thereunder shall impose any obligation on
the Company to continue the legal relationship between the Company and any
Grantee, and nothing in the Plan or in any Option granted pursuant thereto shall
confer upon any Grantee any right to continue the legal relationship with the
Company, or restrict the right of the Company to terminate such legal
relationship at any time.




19.2 Governing
Law: The Plan
and all instruments issued thereunder or in connection therewith, shall be
governed by, and interpreted in accordance with, the laws of the State of
Israel.

 

19.3 Application
of Funds: The
proceeds received by the Company from the sale of Shares pursuant to Options
granted under the Plan will be used for general corporate purposes of the
Company.




19.4 Multiple
Agreements: The
terms of each Option may differ from other Options granted under the Plan at the
same time, or at any other time. The Committee may also grant more than one
Option to a given Grantee during the term of the Plan,. The grant of multiple
Options may be evidenced by a single Notice of Grant or multiple Notices of
Grant, as determined by the Committee.




19.5 Non-Exclusivity
of the Plan: The
adoption of the Plan by the Board shall not be construed as amending, modifying
or rescinding any previously approved incentive arrangement or as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock
options otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.









-8-