<PAGE>
                                                                    Exhibit 10.3


                      MONDAY LTD 2003 SHARE INCENTIVE PLAN

1.       PURPOSE OF THE PLAN

         The purpose of the Plan is to aid the Company and its Affiliates in
recruiting, retaining and rewarding key employees and service providers of
outstanding ability and to motivate such employees and service providers to
exert their best efforts on behalf of the Company and its Affiliates by
providing incentives through the granting of Awards. The Company expects that it
and its shareholders will benefit from the added interest which such key
employees and service providers will have in the welfare of the Company as a
result of their proprietary interest in the Company's success.

2.       DEFINITIONS

         The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

         (a)      Affiliate: Any entity directly or indirectly controlling,
                  controlled by, or under common control with, the Company or
                  any other entity designated by the Committee in which the
                  Company or an Affiliate has an interest.

         (b)      Award: An Option, Share Appreciation Right, Restricted Share,
                  Restricted Share Unit or Other Share-Based Award granted
                  pursuant to the Plan.

         (c)      Beneficial Owner: A "beneficial owner", as such term is
                  defined in Rule 13d-3 under the Exchange Act (or any successor
                  rule thereto).

         (d)      Board: The Board of Directors of the Company.

         (e)      Change in Control: Shall mean the first to occur of:

                  (i)   an individual, corporation, partnership, group,
                        association or other entity or Person, other than the
                        Company or any employee benefit plan(s) sponsored by the
                        Company or its Affiliates, is or becomes the "beneficial
                        owner" (as defined in Rule 13d-3 under the Exchange
                        Act), directly or indirectly, of 40% or more of the
                        combined voting power of the Company's outstanding
                        securities ordinarily having the right to vote at
                        elections of directors;

                  (ii)  individuals who constitute the Board (or analogous body)
                        of the Company as of the date of the initial public
                        offering of Shares ("IPO") (the "INCUMBENT BOARD") cease
                        for any reason to constitute at least a majority
                        thereof; provided that any Approved Director (as defined
                        below) shall be, for purposes of this subsection (ii),
                        considered as though such person were a member of the
                        Incumbent Board. An "APPROVED DIRECTOR" shall mean any
                        person becoming a director subsequent to the date of the
                        IPO whose election, or nomination for election by the
                        Company's shareholders, was approved by a vote of at
                        least three-quarters of the directors comprising the
                        Incumbent Board (either by a specific vote or by
                        approval of the proxy statement of the Company, in which
                        such person is named as nominee of the Company, for
                        director), but shall not include any such individual
                        whose initial assumption of office occurs as a result of
                        either an actual or threatened election contest or other
                        actual or threatened solicitation of proxies or consents
                        by or on behalf of an individual
<PAGE>
                        corporation, partnership, group, association or other
                        entity or "person" other than the Board; or

                  (iii) the consummation of the transactions contemplated by a
                        plan or agreement providing (A) for an amalgamation,
                        merger or consolidation of the Company, other than with
                        a wholly-owned Subsidiary and other than an
                        amalgamation, merger or consolidation that would result
                        in the voting securities of the Company outstanding
                        immediately prior thereto continuing to represent
                        (either by remaining outstanding or by being converted
                        into voting securities of the surviving entity) more
                        than 65% of the combined voting power of the voting
                        securities of the Company or such surviving entity
                        outstanding immediately after such merger or
                        consolidation, or (B) for a sale, exchange or other
                        disposition of all or substantially all of the assets of
                        the Company; provided that if any of the transactions
                        enumerated in this subsection (iii) occurs, the Board
                        shall determine the effective date of the Change in
                        Control resulting therefrom for purposes of the Plan
                        (and if no such determination is made, the date on which
                        the transaction in question is closed); or

                  (iv)  the approval by the shareholders of the Company of a
                        complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred with respect to a Participant if such Participant is part of the
purchasing group that consummates the Change in Control transaction. A
Participant shall be deemed "part of a purchasing group" for purposes of the
preceding sentence if the Participant is an equity participant in the purchasing
entity or group (except for: (x) passive ownership of less than one percent (1%)
of the shares of the purchasing entity; or (y) ownership or equity participation
in the purchasing entity or group which is otherwise not significant, as
determined prior to the Change in Control by a majority of the directors who are
not such Participants).

         (f)      Code: The U.S. Internal Revenue Code of 1986, as amended, or
                  any successor thereto.

         (g)      Committee: A committee of the Board that has been designated
                  by the Board to administer the Plan. After the initial public
                  offering of the Company, such committee shall consist of
                  "non-employee directors" (as defined in Rule 16b-3 of the
                  Exchange Act).

         (h)      Company: Monday Ltd, an exempted company registered in
                  Bermuda under Number 31922.

         (i)      Effective Date: The date the shareholders of the Company
                  approve the Plan.

         (j)      Exchange Act: The U.S. Securities and Exchange Act of 1934, as
                  amended, or any successor thereto.

         (k)      Exercise Price: The purchase price per Share under the terms
                  of an Option or a Share Appreciation Right, as determined
                  pursuant to Section 6(a) or 8(b), respectively, of the Plan.

         (l)      Fair Market Value: On a given date, (i) if there should be a
                  public market for the Shares on such date, the arithmetic mean
                  of the high and low prices of the Shares as reported on such
                  date on the Composite Tape of the principal national
                  securities
<PAGE>
                  exchange on which such Shares are listed or admitted to
                  trading, or, if the Shares are not listed or admitted on any
                  national securities exchange, the arithmetic mean of the per
                  Share closing bid price and per Share closing asked price on
                  such date as quoted on the National Association of Securities
                  Dealers Automated Quotation System (or such market in which
                  such prices are regularly quoted) (the "NASDAQ"), or, if no
                  sale of Shares shall have been reported on the Composite Tape
                  of any national securities exchange or quoted on the NASDAQ on
                  such date, then the immediately preceding date on which sales
                  of the Shares have been so reported or quoted shall be used;
                  provided that, in the event of an initial public offering of
                  the Shares of the Company, the Fair Market Value on the date
                  of such initial public offering shall be the price at which
                  the initial public offering was made; and (ii) if there should
                  not be a public market for the Shares on such date, the Fair
                  Market Value shall be the value established by the Committee
                  in good faith.

         (m)      LSAR: A limited share appreciation right granted pursuant to
                  Section 8(d) of the Plan.

         (n)      Option: A share option granted pursuant to Section 6 of the
                  Plan.

         (o)      Other Share-Based Awards: Awards granted pursuant to Section 9
                  of the Plan.

         (p)      Participant: An employee of, or any Person who performs
                  services for, the Company or an Affiliate who is selected by
                  the Committee to participate in the Plan.

         (q)      Person: An individual, corporation, partnership, limited
                  partnership, syndicate, person (including without limitation a
                  "person" as defined in Section 13(d)(3) of the Exchange Act),
                  trust, association or entity.

         (r)      Plan: Monday Ltd 2003 Share Incentive Plan, as may be
                  amended from time to time.

         (s)      Restricted Share: A restricted share granted pursuant to
                  Section 7 of the Plan.

         (t)      Restricted Share Unit: A restricted share unit, granted
                  pursuant to Section 7 of the Plan, that represents the right
                  to receive a Share.

         (u)      Securities Act: The U.S. Securities Act of 1933, as amended,
                  or any successor thereto.

         (v)      Shares: Class A common shares, par value $0.0001 per share, of
                  the Company.

         (w)      Share Appreciation Right: A share appreciation right granted
                  pursuant to Section 8 of the Plan.

         (x)      Subsidiary: Any entity that, directly or indirectly, is
                  controlled by the Company, or any entity in which the Company
                  has a significant equity interest, in either case as
                  determined by the Committee; provided, however, for purposes
                  of Section 6(d) "Subsidiary" shall mean a "subsidiary
                  corporation" as defined in Section 424(f) of the Code (or any
                  successor section thereto).

3.       SHARES SUBJECT TO THE PLAN


                                       3
<PAGE>
         Subject to adjustment as provided below, the number of Shares available
for issuance under the Plan shall be a number equal to 30% of the Company's
total number of Shares outstanding immediately after the initial public
offering, calculated assuming all shares issued by the Company's Subsidiaries in
connection with the Company's separation from Pricewaterhouse Coopers firms that
are held by their partners or shareholders or the Company's partners (or
entities holding such shares on behalf of the Company's partners) have been
redeemed or exchanged on a one-for-one basis for the Company's Shares. The
Shares will consist of unissued Shares. The issuance or transfer of Shares or
the payment of cash upon the exercise or payment of an Award shall reduce the
total number of Shares available under the Plan, as applicable. Shares which are
subject to Awards that terminate, lapse or are cancelled may again be used to
satisfy Awards under the Plan. No fractional Shares shall be issued pursuant to
an Award, but instead cash will be paid for a fraction or, if the Committee
should so determine, the number of Shares will be rounded downward to the next
whole Share. If any Award is satisfied, in whole or in part, in newly issued
Shares, it will be a condition of issuance that the Participant agrees to pay to
the Company the aggregate par value of such Shares in the form of either cash or
the promise to provide future services.

4.       ADMINISTRATION

         The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part as it determines; provided, however, that
the Board may, in its sole discretion, take any action delegated to the
Committee under the Plan as it may deem necessary. The Committee may grant
Awards under the Plan only to Participants; provided that Awards may also, in
the discretion of the Committee, be made under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines. The number of Shares underlying
such substitute Awards shall not be counted against the aggregate number of
Shares available for Awards under the Plan. The Committee is authorized to
interpret the Plan or any Award document, to establish, amend and rescind any
rules and regulations relating to the Plan, and to make any other determinations
that it deems necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent the Committee deems
necessary or desirable. Any decision of the Committee in the interpretation and
administration of the Plan as described herein shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all Persons
(including, but not limited to, Participants and their beneficiaries or
successors). The Committee shall have the full power and authority to establish
the terms and conditions of any Award and to waive any such terms and conditions
at any time (including, without limitation, accelerating or waiving any vesting
conditions), in each case consistent with the provisions of the Plan.

5.       LIMITATIONS

         No Award may be granted under the Plan after the tenth anniversary of
the Effective Date, but the term of any Award theretofore granted may extend
beyond that date.

6.       TERMS AND CONDITIONS OF OPTIONS

         Options granted under the Plan shall be, as determined by the
Committee, non-qualified stock options for U.S. federal income tax purposes (or
other types of Options in jurisdictions outside the United States), as evidenced
by the related Award documents, and shall be subject to the foregoing and the
following terms and conditions and to such other terms and conditions, not
inconsistent therewith, as the Committee shall determine:


                                       4
<PAGE>
         (a)  Exercise Price; Exercisability. The Exercise Price per Share under
              an Option shall be determined by the Committee; provided, however,
              that, except in the case of substitute Awards, such Exercise Price
              shall not be less than the Fair Market Value of a Share on the
              date of grant of such Option. Options shall be exercisable at such
              time and upon such terms and conditions, as may be determined by
              the Committee.

         (b)  Term. The term of each Option shall be fixed by the Committee; in
              no event, however, shall the period for exercising an Option
              extend more than 10 years from the date of grant.

         (c)  Exercise of Options. Except as otherwise provided in the Plan or
              in an Award document, an Option may be exercised for all, or from
              time to time any part, of the Shares for which it is then
              exercisable. For purposes of this Section 6 of the Plan, the
              exercise date of an Option shall be the later of the date a notice
              of exercise is received by the Company (or its designated Plan
              administrator) and, if applicable, the date payment is received by
              the Company pursuant to clauses (i), (ii) or (iii) in the
              following sentence. The Exercise Price for the Shares as to which
              an Option is exercised shall be paid in full at the time of
              exercise at the election of the Participant (i) in cash or its
              equivalent (e.g., by check), (ii) to the extent permitted by the
              Committee, by transferring to a nominee of the Company Shares
              having a Fair Market Value equal to the aggregate Exercise Price
              for the Shares being purchased and satisfying such other
              requirements as may be imposed by the Committee; provided that
              such Shares have been held by the Participant for no less than six
              months (or such other period as established in accordance with
              U.S. generally accepted accounting principles), (iii) partly in
              cash and, to the extent permitted by the Committee, partly in such
              Shares or (iv) through the delivery of irrevocable instructions to
              a broker to sell Shares obtained upon the exercise of the Option
              and deliver promptly to the Company an amount out of the proceeds
              of such sale equal to the aggregate Exercise Price for the Shares
              being purchased. No Participant shall have any rights to dividends
              or other rights of a shareholder with respect to Shares subject to
              an Option until the Participant has given written notice of
              exercise of the Option, the Participant has paid in full for such
              Shares, the Shares in question have been registered in the
              Company's register of shareholders and, if applicable, the
              Participant has satisfied any other conditions imposed by the
              Committee.

         (d)  Attestation. Wherever in this Plan or any Award document a
              Participant is permitted to pay the Exercise Price by delivering
              Shares to a nominee of the Company, the Participant may, subject
              to procedures satisfactory to the Committee, satisfy such delivery
              requirement by presenting proof of beneficial ownership of such
              Shares, in which case the Company shall treat the Option as
              exercised without further payment and shall withhold such number
              of Shares from the Shares acquired by the exercise of the Option.

7.       TERMS AND CONDITIONS OF RESTRICTED SHARES AND RESTRICTED SHARE UNITS

         (a)  Grants. The Committee is hereby authorized to grant Awards of
              Restricted Shares and or Restricted Share Units to Participants
              with the following terms and conditions.

               (i)  Restrictions. Restricted Shares and Restricted Share Units
                    shall be subject to such restrictions as the Committee may
                    impose (including, without limitation, continued employment
                    over a specified period or the attainment of specified
                    performance objectives or performance goals) which
                    restrictions may lapse


                                       5
<PAGE>
                    separately or concurrently at such time or times, in such
                    installments or otherwise, as the Committee may deem
                    appropriate.

               (ii) Registration. Any Restricted Shares granted under the Plan
                    may be evidenced in such manner as the Committee may deem
                    appropriate including, without limitation, book-entry
                    registration or issuance of a share certificate or
                    certificates. In the event any share certificate is issued
                    in respect of Restricted Shares granted under the Plan, such
                    certificate shall be registered in the name of the
                    Participant and shall bear an appropriate legend referring
                    to the terms, conditions and restrictions applicable to such
                    Restricted Shares.

               (iii)Termination. Except as otherwise determined by the
                    Committee whether in an Award document or otherwise, upon
                    termination of employment or cessation of the provision of
                    services (as determined under criteria established by the
                    Committee) for any reason during the applicable restriction
                    period, all Restricted Shares and Restricted Share Units
                    still, in either case, subject to restriction shall be
                    forfeited and reacquired by the Company for consideration in
                    the amount of the par value of the relevant Restricted
                    Shares and Restricted Share Units.

8.       TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS

         (a)  Grants. The Committee also may grant (i) a Share Appreciation
              Right independent of an Option or (ii) a Share Appreciation Right
              in connection with an Option, or a portion thereof. A Share
              Appreciation Right granted pursuant to clause (ii) of the
              preceding sentence (A) may be granted at the time the related
              Option is granted or at any time prior to the exercise or
              cancellation of the related Option, (B) shall cover the same
              Shares covered by an Option (or such lesser number of Shares as
              the Committee may determine) and (C) shall be subject to the same
              terms and conditions as such Option except for such additional
              limitations as are contemplated by this Section 0 (or such
              additional limitations as may be included in an Award document).

         (b)  Terms. Share Appreciation Rights may be exercised from time to
              time upon actual receipt by the Company of written notice of
              exercise stating the number of Shares with respect to which the
              Share Appreciation Right is being exercised. The Exercise Price
              per Share of a Share Appreciation Right shall be an amount
              determined by the Committee. Each Share Appreciation Right granted
              independent of an Option shall entitle a Participant upon exercise
              to a payment from the Company of an amount equal to (i) the excess
              of (A) the Fair Market Value on the exercise date of one Share
              over (B) the Exercise Price per Share, times (ii) the number of
              Shares covered by the Share Appreciation Right. Each Share
              Appreciation Right granted in conjunction with an Option, or a
              portion thereof, shall entitle a Participant to surrender to the
              Company the unexercised Option, or any portion thereof, and to
              receive from the Company in exchange therefor an amount equal to
              (I) the excess of (x) the Fair Market Value on the exercise date
              of one Share over (y) the Exercise Price per Share, times (II) the
              number of Shares covered by the Option, or portion thereof, which
              is surrendered. The date a notice of exercise is received by the
              Company (or its designated Plan administrator) shall be the
              exercise date. Payment shall be made in Shares or in cash, or
              partly in Shares and partly in cash (any such Shares valued at
              such Fair Market Value), all as shall be determined by the
              Committee.

         (c)  Limitations. The Committee may impose, in its discretion, such
              conditions upon the exercisability or transferability of Share
              Appreciation Rights as it may deem fit.


                                       6
<PAGE>
         (d)  Limited Share Appreciation Rights. The Committee may grant LSARs
              that are exercisable upon the occurrence of specified contingent
              events. Such LSARs may provide for a different method of
              determining appreciation, specify that payment will be made only
              in cash and provide that any related Awards are not exercisable
              while such LSARs are exercisable. Unless the context otherwise
              requires, whenever the term "Share Appreciation Right" is used in
              the Plan, such term shall include LSARs.

9.       OTHER SHARE-BASED AWARDS

         The Committee, in its sole discretion, may grant to Participants such
other Awards including, without limitation, dividends and dividend equivalents
and other Awards that are valued in whole or in part by reference to, or are
otherwise based on the Fair Market Value, of Shares ("OTHER SHARE-BASED
AWARDS"). Such Other Share-Based Awards shall be in such form, and dependent on
such conditions, as the Committee shall determine, including, without
limitation, the right to receive one or more Shares (or the equivalent cash
value of such Shares) upon the completion of a specified period of service, the
occurrence of an event and/or the attainment of performance objectives. Other
Share-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan, the Committee
shall determine: (i) to whom and when Other Share-Based Awards will be made;
(ii) the number of Shares to be awarded under (or otherwise related to) such
Other Share-Based Awards; (iii) whether such Other Share-Based Awards shall be
settled in cash, Shares or a combination of cash and Shares; and (iv) all other
terms and conditions of such Other Share-Based Awards (including, without
limitation, the vesting provisions thereof and provisions ensuring that all
Shares so awarded and issued shall be fully paid and nonassessable).

10.      ADJUSTMENTS UPON CERTAIN EVENTS

         Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

         (a)  Generally. In the event of any change in the outstanding Shares
              after the Effective Date by reason of any Share dividend or split,
              reorganization, recapitalization, merger, consolidation,
              amalgamation, spin-off or combination transaction or exchange of
              Shares or other corporate exchange, or any distribution to
              shareholders of Shares other than regular cash dividends or any
              transaction or other variation of share capital similar to the
              foregoing, the Committee in its sole discretion and without
              liability to any person may make such substitution or adjustment,
              if any, as it deems to be equitable, as to (i) the number or type
              of Shares or other securities issued or reserved for issuance
              pursuant to the Plan or pursuant to outstanding Awards, (ii) the
              grant, purchase or Exercise Price of any Award or, if deemed
              appropriate, the provision for a cash payment to the holder of an
              outstanding Award and/or (iii) any other affected terms of any
              Award; provided, however, that the number of Shares subject to any
              Award denominated in Shares shall always be a whole number.

         (b)  Change in Control. (i) Except to the extent specifically provided
              to the contrary in any Award document and subject to Section
              10(c), upon a Change in Control, all Awards shall become fully
              vested and exercisable, and any restrictions applicable to any
              Award shall automatically lapse.

         (c)  Committee Discretion. In connection with a Change in Control or a
              transaction described in Section 10(a), the Committee may, along
              with any other action authorized by Section 10(a) in its
              discretion (i) cancel any or all outstanding Awards


                                       7
<PAGE>
              under the Plan in consideration for payment to the holder of each
              such cancelled Award of an amount equal to the portion of the
              consideration that would have been payable to such holder pursuant
              to such transaction if such Award had been fully vested and
              exercisable and had been fully exercised, or if any restrictions
              applicable to such Award automatically had lapsed immediately
              prior to such transaction, less the Exercise Price if any that
              would have been payable therefor, or (ii) if the net amount
              referred to in clause (i) would be negative, cancel such Award for
              no consideration or payment of any kind. Payment of any amount
              payable pursuant to the preceding sentence may be made in cash
              and/or securities or other property in the Committee's discretion.
              In connection with a Change in Control or a transaction described
              in Section 10(a), the Committee may also, in its discretion,
              permit the replacement of any or all outstanding Awards with
              similar awards on the capital securities of the acquiror.

11.      NO RIGHT TO EMPLOYMENT, SERVICE OR AWARDS

         The granting of an Award under the Plan shall impose no obligation on
the Company or any Affiliate to continue the employment or service relationship
of a Participant and shall not lessen or affect the Company's or Affiliate's
right to terminate the employment or service relationship of such Participant at
any time and/or at will for any or no reason with or without cause. No
Participant or other person shall have any claim to be granted any Award, and
there is no obligation for uniformity of treatment of Participants, or holders
or beneficiaries of Awards. The terms and conditions of Awards and the
Committee's determinations and interpretations with respect thereto need not be
the same with respect to each Participant (whether or not such Participants are
similarly situated).

         Nothing contained in the Plan shall prevent the Company or any
Subsidiary or Affiliate thereof from adopting or continuing in effect
compensation arrangements, which may, but need not, provide for the grant of
options, restricted shares, Shares and other types of Awards (subject to
shareholder or the majority of independent directors' approval if such approval
is required), and such arrangements may be either generally applicable or
applicable only in specific cases.

12.      TAXES

         The Company shall be authorized to withhold from any Award granted or
any payment due or transfer made under any Award or under the Plan or from any
compensation or other amount owing to a Participant, the amount (in cash,
Shares, other securities, other Awards, or other property) of any withholding
taxes, employee social security or any other applicable deductions and, to the
extent permitted by law, employer social security contributions due in respect
of an Award, its exercise, or any payment or transfer under such Award or under
the Plan and to take such other action (including, without limitation, providing
for elective payment of such amounts in cash, Shares, other securities, other
Awards or other property by the Participant) as necessary in the opinion of the
Company to satisfy all obligations for the payment of such taxes or
contributions. Notwithstanding any provisions in the Plan to the contrary, only
the amount of Shares deliverable in connection with an Award that are determined
to be necessary to satisfy statutory withholding or contribution requirements
will be withheld.

13.      SUCCESSORS AND ASSIGNS

         The Plan and any Award granted thereafter shall be binding on all
successors and assigns of the Company and a Participant, including, without
limitation, the estate of such Participant and the executor, administrator or
trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant's creditors.


                                       8
<PAGE>
14.      NONTRANSFERABILITY OF AWARDS

         Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant other than by will or by the laws
of descent and distribution; provided, however, an Award may be transferred to
one or more transferees during the lifetime of the Participant and may be
exercised by such transferees in accordance with the terms of the Award, but
only if and to the extent such transfers are permitted by the Committee, subject
to any terms and conditions that the Committee may impose thereon (including
limitations the Committee may deem appropriate in order that offers and sales of
Shares will meet applicable requirements of registration forms under the
Securities Act specified by the Securities and Exchange Commission). An Award
exercisable after the death of a Participant may be exercised by the
beneficiaries, personal representatives or distributees of the Participant. A
beneficiary, transferee or other person claiming any rights under the Plan from
or through the Participant shall be subject to all terms and conditions of the
Plan, except as otherwise determined by the Committee, and to any additional
terms and conditions deemed necessary or appropriate by the Committee.

15.      AMENDMENT OR TERMINATION

         The Board may amend, alter or discontinue the Plan or any portion
thereof or any Award granted thereunder at any time, but no amendment,
alteration or discontinuation shall be made which, without (i) the consent of a
Participant, would materially diminish any of the rights of the Participant
under any Award theretofore granted to such Participant under the Plan, (ii) the
approval of the shareholders would directly or indirectly reduce or have the
effect of reducing the Exercise Price of any Option as established at the time
of grant, whether through amendment, cancellation, replacement grants, or by any
other means, except as provided in Section 10(a), or (iii) the approval of the
majority of the independent directors of the Board (at any time before June 30,
2005) and the shareholders of the Company (at any time), would (except as
provided in Section 10 of the Plan) increase the total number of Shares reserved
for purposes of the Plan; provided, however, that the Committee may amend the
Plan or any Award granted thereunder in such manner as it deems necessary to
permit Awards to meet the requirements of the Code or other applicable laws.

16.      INTERNATIONAL PARTICIPANTS

         With respect to Participants who reside or work outside the United
States of America, the Committee may, in its sole discretion, amend, or
otherwise modify, without Board or shareholder approval, the terms of the Plan
or Awards with respect to such Participants in order to conform such terms with
the provisions of local law, and the Committee may, where appropriate, establish
one or more sub-plans to reflect such amended or otherwise modified provisions;
provided that such amendment or other modification (including any such sub-plan)
shall not increase the total number of shares reserved for purposes of the Plan
without the approval of the majority of the independent directors of the Board
(at any time before June 30, 2005) and the shareholders of the Company (at any
time).

17.      CHOICE OF LAW

       Unless otherwise specified, the Plan and any Award granted thereunder
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflicts of laws. In the event of any conflict or
inconsistency between the Plan and an Award document, the Plan shall prevail.

18.      EFFECTIVENESS OF THE PLAN

       The Plan shall be effective as of the Effective Date.


                                       9