Exhibit
10.20


GENPACT LIMITED

2007 OMNIBUS INCENTIVE COMPENSATION PLAN


SECTION 1.  Purpose.  The purpose of this Genpact Limited
2007 Omnibus Incentive Compensation Plan is to promote the interests of Genpact
Limited, a Bermuda limited exempted company, and its shareholders by
(a) attracting and retaining exceptional directors, officers, employees
and consultants (including prospective directors, officers, employees and
consultants) of the Company (as defined below) and its Affiliates (as defined
below) and (b) enabling such individuals to participate in the long-term
growth and financial success of the Company.


SECTION 2.  Definitions.  As used herein, the following terms shall
have the meanings set forth below:


“Affiliate” means (a) any entity that, directly or indirectly, is
controlled by, controls or is under common control with, the Company and (b)
any entity in which the Company has a significant equity interest, in either
case as determined by the Committee.


“Applicable Taxes”
means, with respect to any Award, any Federal, state, local and foreign income
taxes or other taxes (including but not limited to fringe benefit taxes)
required to be withheld or paid or payable by the Participant, the Company or
any Affiliate with respect to such Award (including but not limited to as a
result of or with respect to the grant, issuance or, if applicable, exercise,
vesting or settlement, of such Award).


“Award” means any
award that is permitted under Section 6 and granted under the Plan.


“Award Agreement”
means any written agreement, contract or other instrument or document (including,
for the avoidance of doubt, any electronically delivered or processed
instrument or document) evidencing any Award, which may, but need not, require
execution or acknowledgment by a Participant.


“Board” means the
Board of Directors of the Company.


“Cash Incentive Award”
shall have the meaning specified in Section 6(f).


“Change of Control”
shall (a) have the meaning set forth in an Award Agreement or (b) if
there is no definition set forth in an Award Agreement, mean the occurrence of
any of the following events, not including any events occurring prior to or in
connection with the initial public offering of Shares (including the occurrence
of such initial public offering):


(i)  during any period of 24 consecutive months,
individuals who were members of the Board at the beginning of such period (the “Incumbent
Directors”) cease at any time during such period for any reason to
constitute at least a majority of the Board; provided, however, that
(A) any individual becoming a director subsequent to the 


 





















beginning of such period whose appointment or
election, or nomination for election, by the Company’s shareholders was
approved by a vote of at least a majority of the Incumbent Directors shall be
considered as though such individual were an Incumbent Director, but excluding,
for purposes of this proviso, any such individual whose initial assumption of
office occurs pursuant to an actual or threatened proxy contest with respect to
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of any “person” (as such term is used in
Section 13(d) of the Exchange Act) (each, a “Person”), other than the
Board or any Specified Shareholder and (B) any individual becoming a
director subsequent to the beginning of such period whose appointment or
election, or nomination for election, was made by any of the Specified
Shareholders shall be considered as though such individual were an Incumbent Director;


(ii)  the consummation of (A) an amalgamation,
consolidation, statutory share exchange, reorganization, recapitalization,
tender offer or similar form of corporate transaction involving (x) the Company
or (y) any of its Subsidiaries, but in the case of this clause (y) only if
Company Voting Securities (as defined below) are issued or issuable in
connection with such transaction (each of the transactions referred to in this
clause (A), being hereinafter referred to as a “Reorganization”) or (B)
a sale or other disposition of all or substantially all the assets of the
Company (a “Sale”), unless, immediately following such Reorganization or
Sale, (1) all or substantially all the individuals and entities who were the “beneficial
owners” (as such term is defined in Rule 13d-3 under the Exchange Act (or a
successor rule thereto))  of the Company’s
common shares or other securities eligible to vote for the election of the
Board outstanding immediately prior to the consummation of such Reorganization
or Sale (such securities, the “Company Voting Securities”) beneficially
own, directly or indirectly, more than 50% of the combined voting power of the
then outstanding voting securities of the corporation or other entity resulting
from such Reorganization or Sale (including a corporation or other entity that,
as a result of such transaction, owns the Company or all or substantially all
the Company’s assets either directly or through one or more subsidiaries) (the “Continuing
Entity”) in substantially the same proportions as their ownership,
immediately prior to the consummation of such Reorganization or Sale, of the
outstanding Company Voting Securities (excluding any outstanding voting
securities of the Continuing Entity that such beneficial owners hold
immediately following the consummation of such Reorganization or Sale as a
result of their ownership prior to such consummation of voting securities of
any corporation or other entity involved in or forming part of such
Reorganization or Sale other than the Company or a Subsidiary), (2) no Person
(excluding (X) any employee benefit plan (or related trust) sponsored or
maintained by the Continuing Entity or any corporation or other entity
controlled by the Continuing Entity and (Y) any Specified Shareholder)
beneficially owns, directly or indirectly, 25% or more of the combined voting
power of the then outstanding voting securities of the Continuing Entity and
(3) at least a majority of the members of the board of directors or other
governing body of the Continuing Entity were Incumbent Directors at the time of
the execution of the definitive agreement providing for such Reorganization or
Sale or, in the absence of such an agreement, at the time at which approval of
the Board was obtained for such Reorganization or Sale;


 


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(iii)  the shareholders of the Company approve a
voluntary plan of liquidation, winding up or dissolution of the Company, unless
such liquidation, winding up  or
dissolution is part of a transaction or series of transactions described in
paragraph (ii) above that does not otherwise constitute a Change of Control;   or


(iv)  any Person, corporation or other entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
other than any Specified Shareholder becomes the beneficial owner, directly or
indirectly, of securities of the Company representing a percentage of the
combined voting power of the Company Voting Securities that is equal to or
greater than 25%; provided, however, that for purposes of this
subparagraph (iv) (and not for purposes of subparagraphs (i) through (iii) above), the following
acquisitions shall not constitute a Change in Control:  (A) any acquisition by the Company or any
Subsidiary, (B) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary, (C) any acquisition
by an underwriter temporarily holding such Company Voting Securities pursuant
to an offering of such securities, (D) any acquisition pursuant to a
Reorganization or Sale that does not constitute a Change in Control for
purposes of subparagraph (ii) above or (E) any acquisition directly from the
Company.


 “Code” means the Internal Revenue Code
of 1986, as amended from time to time, and the regulations promulgated
thereunder.


“Committee” means the
compensation committee of the Board, or such other committee of the Board as
may be designated by the Board to administer the Plan.


“Company” means Genpact
Limited and any successor (whether direct or indirect, by purchase,
amalgamation, consolidation or
otherwise) to all or substantially all of the business or assets of Genpact
Limited.


“Designated Foreign
Subsidiary” means any Affiliate organized under the laws of any
jurisdiction or country other than the United States of America that may be
designated as a “Designated Foreign Subsidiary” by the Board or the Committee
from time to time.


“Disability” means, with
respect to any Participant, that the Participant becomes unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months or that the
Participant becomes eligible to receive income replacement benefits under any long-term
disability plan covering employees of the Company or any of its Affiliates by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months.


“Effective Date”
shall have the meaning specified in Section 10(a).


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any successor statute
thereto.


 


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“Exercise Price”
means (a) in the case of an Option, the price specified in the applicable
Award Agreement as the price per-Share at which Shares may be purchased
pursuant to such Option or (b) in the case of a SAR, the price specified
in the applicable Award Agreement as the reference price per-Share used to
calculate the amount payable pursuant to such SAR.


“Fair Market Value”
means (a) with respect to any property other than Shares, the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee and (b) with respect to
Shares, as of any date, (i) the closing per share sales price of the
Shares (A) as reported by the NYSE for such date or (B) if the Shares
are listed on any other national stock exchange, as reported on the stock
exchange composite tape for securities traded on such stock exchange for such
date or, with respect to each of clauses (A) and (B), if there were no
sales on such date, on the closest preceding date on which there were sales of
Shares or (ii) in the event there shall be no public market for the Shares
on such date, the fair market value of the Shares as determined in good faith
by the Committee.


                                “Family Member” means, with
respect to any Participant, such Participant’s child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, and any person sharing the
household of the Participant (other than a tenant or an employee of the
Participant).


“Incentive Share Option”
means an option to purchase Shares from the Company that (a) is granted
under Section 6(b) and (b) is intended to qualify for special Federal
income tax treatment pursuant to Sections 421 and 422 of the Code, as now
constituted or subsequently amended, or pursuant to a successor provision of
the Code, and which is so designated in the applicable Award Agreement.


“Independent Director”
means a member of the Board who is neither (a) an employee of the Company
nor (b) an employee of any Affiliate, and who, at the time of acting, is a
“Non-Employee Director” under Rule 16b-3.


“IRS” means the
Internal Revenue Service or any successor thereto and includes the staff
thereof.


“NYSE” means the New
York Stock Exchange.


“Nonqualified Share
Option” means an option to purchase Shares from the Company that
(a) is granted under Section 6(b) and (b) is not an Incentive Share
Option.


“Option” means an
Incentive Share Option or a Nonqualified Share Option or both, as the context
requires.


“Participant” means
any director, officer, employee or consultant (including any prospective
director, officer, employee or consultant) of the Company or any Affiliate who
is eligible for an Award under Section 5 and who is selected by the 


 


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Committee
to receive an Award under the Plan or who receives a Substitute Award pursuant
to Section 4(c).


“Performance Compensation
Award” means any Award designated by the Committee as a Performance
Compensation Award pursuant to Section 6(i).


“Performance Criteria”
means the criterion or criteria that the Committee shall select for purposes of
establishing a Performance Goal for a Performance Period with respect to any
Performance Compensation Award, Performance Unit or Cash Incentive Award under
the Plan.


“Performance Formula”
means, for a Performance Period, the one or more objective formulas applied
against the relevant Performance Goal to determine, with regard to the
Performance Compensation Award, Performance Unit or Cash Incentive Award of a
particular Participant, whether all, a portion or none of the Award has been
earned for the Performance Period.


“Performance Goal”
means, for a Performance Period, the one or more goals established by the
Committee for the Performance Period based upon the Performance Criteria.


“Performance Period”
means the one or more periods of time as the Committee may select over which
the attainment of one or more Performance Goals will be measured for the
purpose of determining a Participant’s right to and the payment of a
Performance Compensation Award, Performance Unit or Cash Incentive Award.


“Performance Unit”
means an Award under Section 6(e) that has a value set by the Committee (or
that is determined by reference to a valuation formula specified by the
Committee or the Fair Market Value of Shares), which value may be paid to the
Participant by delivery of such property as the Committee shall determine,
including without limitation, cash or Shares, or any combination thereof, upon
achievement of such Performance Goals during the relevant Performance Period as
the Committee shall establish at the time of such Award or thereafter.


“Permitted Transferee”
means (a) any Family Member, (b) any trust in which any Family Member,
individually or jointly, has more than fifty percent of the beneficial
interest, (c) any foundation in which the Participant or any Family Member, individually
or jointly, controls the management of assets and (e) any other entity in which
the Participant or any Family Member, individually or jointly, owns more than
fifty percent of the voting interests.


“Plan” means this
Genpact Limited 2007 Omnibus Incentive Compensation Plan, as in effect from
time to time.


“Prior Plans” means
each of the Gecis Global Holdings 2005 Stock Option Plan, Genpact Global
Holdings 2006 Stock Option Plan and Genpact Global Holdings 2007 Stock Option
Plan and any subplans with respect thereto.


“Prior Plan Option”
means any option to purchase Shares granted under the Prior Plans.


 


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“Restricted Share”
means a Share delivered under Section 6(d) that is subject to certain
transfer restrictions, forfeiture provisions and/or other terms and conditions
specified herein and in the applicable Award Agreement.


“RSU” means a
restricted share unit Award under Section 6(d) that is designated as such in
the applicable Award Agreement and that represents an unfunded and unsecured
promise to deliver Shares, cash, other securities, other Awards or other
property in accordance with the terms of the applicable Award Agreement.


“Rule 16b-3”
means Rule 16b-3 as promulgated and interpreted by the SEC under the
Exchange Act or any successor rule or regulation thereto as in effect from time
to time.


“SAR” means a share
appreciation right Award under Section 6(c) that represents an unfunded and
unsecured promise to deliver Shares, cash, other securities, other Awards or
other property equal in value to the excess, if any, of the Fair Market Value
per Share over the Exercise Price per Share of the SAR, subject to the terms of
the applicable Award Agreement.


“SEC” means the
Securities and Exchange Commission or any successor thereto and shall include
the staff thereof.


“Shares” means the
common shares of the Company, $0.01 par value per share, or such other
securities of the Company (a) into which such shares shall be changed by
reason of a recapitalization, amalgamation, consolidation, split-up,
combination, exchange of shares or other similar transaction permitted under
Bermuda law or (b) as may be determined by the Committee pursuant to
Section 4(b).


“Specified Shareholder”
means each of General Atlantic Partners (Bermuda) L.P., Oak Hill Capital
Partners (Bermuda) L.P., GE Capital International (Mauritius), any entity
that directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under the common control of any one or more of the
foregoing and any successor entity to any one or more of the foregoing.


“Sub Plans” shall
have the meaning specified in Section 11.


 “Subsidiary” means a body corporate which is a subsidiary of the Company
(within the meaning of Section 86 of the Companies Act 1981 (Bermuda), as
amended).


SECTION 3.  Administration.  (a)  Composition
of Committee.  The Plan shall be
administered by the Committee, which shall be composed of one or more
directors, as determined by the Board; provided that, after the date of
the initial public offering of Shares, to the extent necessary to comply with
the rules of the NYSE and Rule 16b-3 and to satisfy any applicable requirements
of Section 162(m) of the Code and 


 


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any other applicable laws or rules, the Committee
shall be composed of two or more directors, all of whom shall (i) qualify as “outside
directors” under Section 162(m) of the Code and (ii) meet the independence
requirements of the NYSE.


(b)  Authority of Committee.  Subject to the terms of the Plan and
applicable law, and in addition to other express powers and authorizations
conferred on the Committee by the Plan, the Committee shall have sole authority
to administer the Plan, including but not limited to the authority to
(i) designate Participants, (ii) determine the type or types of
Awards to be granted to a Participant, (iii) determine the number of
Shares to be covered by, or with respect to which payments, rights or other
matters are to be calculated in connection with, Awards, (iv) determine
the terms and conditions of any Awards, (v) determine the vesting
schedules of Awards and, if certain performance criteria must be attained in
order for an Award to vest or be settled or paid, establish such performance
criteria and certify whether, and to what extent, such performance criteria
have been attained, (vi) determine whether, to what extent and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited or suspended
and the method or methods by which Awards may be settled, exercised, canceled,
forfeited or suspended, (vii) determine whether, to what extent and under
what circumstances cash, Shares, other securities, other Awards, other property
and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee,
(viii) interpret, administer, reconcile any inconsistency in, correct any
default in and supply any omission in, the Plan and any instrument or agreement
relating to, or Award made under, the Plan, (ix) establish, amend, suspend
or waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan, (x) accelerate the
vesting or exercisability of, payment for or lapse of restrictions on, Awards,
(xi) amend any outstanding Award or grant a replacement Award for any Award
previously granted under the Plan if, in its sole discretion, the Committee
determines that (A) the tax consequences of such Award to the Company or the
Participant differ from those consequences that were expected to occur on the
date the Award was granted or (B)
clarifications or interpretations of, or changes to, tax law or regulations
permit Awards to be granted that have more favorable tax consequences than
initially anticipated and (xii) make any other determination and take any
other action that the Committee deems necessary or desirable for the administration
of the Plan.


(c)  Committee Decisions.  Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all persons, including the Company, any Affiliate,
any Participant, any holder or beneficiary of any Award and any shareholder of
the Company.


(d)  Indemnification.  No member of the Board, the Committee or any
employee of the Company (each such person, a “Covered Person”) shall be
liable for any action taken or omitted to be taken or any determination made in
good faith with respect to the Plan or any Award hereunder.  Each Covered Person shall be indemnified and
held


 


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harmless by the Company against and from
(i) any loss, cost, liability or expense (including attorneys’ fees) that
may be imposed upon or incurred by such Covered Person in connection with or
resulting from any action, suit or proceeding to which such Covered Person may
be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under the Plan or any Award Agreement and
(ii) any and all amounts paid by such Covered Person, with the Company’s
approval, in settlement thereof, or paid by such Covered Person in satisfaction
of any judgment in any such action, suit or proceeding against such Covered
Person; provided that the Company shall have the right, at its own
expense, to assume and defend any such action, suit or proceeding, and, once
the Company gives notice of its intent to assume the defense, the Company shall
have sole control over such defense with counsel of the Company’s choice.  The foregoing right of indemnification shall
not be available to a Covered Person to the extent that a court of competent
jurisdiction in a final judgment or other final adjudication, in either case
not subject to further appeal, determines that the acts or omissions of such
Covered Person giving rise to the indemnification claim resulted from such
Covered Person’s bad faith, fraud or willful criminal act or omission or that
such right of indemnification is otherwise prohibited by law or by the Company’s
Bye-laws.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which Covered Persons may be entitled under the Company’s  Bye-laws, as a matter of law, or otherwise,
or any other power that the Company may have to indemnify such persons or hold
them harmless.


(e)  Delegation of Authority to Senior
Officers.  The Committee may
delegate, on such terms and conditions as it determines in its sole discretion,
to one or more senior officers of the Company the authority to make grants of
Awards to officers (other than officers subject to Section 16 of the Exchange
Act), employees and consultants of the Company and any Affiliate (including any
prospective officer, employee or consultant) and all necessary and appropriate
decisions and determinations with respect thereto.


(f)  Awards to Independent Directors.  Notwithstanding anything to the contrary
contained herein, the Board may, in its sole discretion, at any time and from
time to time, grant Awards to Independent Directors and administer the Plan
with respect to such Awards.  In any such
case, the Board shall have all the authority and responsibility granted to the
Committee herein.


SECTION 4.  Shares Available for Awards; Cash Payable
Pursuant to Awards.  (a)  Shares and Cash Available.  Subject to adjustment as provided in
Section 4(b), the aggregate number of Shares that may be delivered
pursuant to Awards granted under the Plan shall be 9,406,800 plus the number of
Shares authorized under the Prior Plans that are subject to Prior Plan Options
that are terminated, expired or forfeited without the delivery of Shares or
that are surrendered (including Shares withheld from delivery on exercise,
vesting or settlement of such Prior Plan Options) or tendered to the Company in
payment of the exercise price of such Prior Plan Options or any Federal, state,
local and foreign income taxes or other taxes (including but not limited to
fringe benefit taxes) required to be withheld or paid or payable by the holders
of such Prior Plan Options, the Company or any Affiliate with respect to such
Prior Plan Options 


 


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(including but not limited to as a result of or with
respect to the grant, issuance or, if applicable, exercise, vesting or
settlement, of such Prior Plan Options). 
Of this aggregate number of Shares that may be delivered pursuant to
Awards granted under the Plan, the maximum number of Shares that may be
delivered pursuant to Incentive Share Options granted under the Plan shall be 9,406,800.  If, after the effective date of the Plan, any
Award granted under the Plan is forfeited, or otherwise expires, terminates or
is canceled without the delivery of Shares, then the Shares covered by such
forfeited, expired, terminated or canceled Award shall be added to the number
of Shares available to be delivered pursuant to Awards under the Plan.  If Shares issued upon exercise, vesting or
settlement of an Award, or Shares owned by a Participant (which are not subject
to any pledge or other security interest), are surrendered (including shares
withheld from delivery on exercise, vesting or settlement of an Award) or
tendered to the Company in payment of the Exercise Price of an Award or any Applicable
Taxes, in each case, in accordance with the terms and conditions of the Plan
and any applicable Award Agreement, such surrendered or tendered Shares shall be
added to the number of Shares available to be delivered pursuant to Awards
under the Plan; provided, however, that in no event shall such
Shares increase the number of Shares that may be delivered pursuant to
Incentive Share Options granted under the Plan. 
Subject to adjustment as provided in Section 4(b), (i) in the case
of Options and SARs that are settled in Shares, the maximum aggregate number of
Shares with respect to which such Options and SARs may be granted to any
Participant in any fiscal year of the Company under the Plan shall be 3,618,000;
(ii) in the case of Awards other than Options and SARs that are settled in
Shares, the maximum aggregate number of Shares with respect to which such
Awards may be granted to any Participant in any fiscal year of the Company
under the Plan shall be 3,618,000; (iii) in the case of Awards that are
settled in cash based on the Fair Market Value of a Share, the maximum
aggregate amount of cash that may be paid pursuant to Awards granted to any
Participant in any fiscal year of the Company under the Plan shall be equal to
the per Share Fair Market Value as of the relevant vesting, payment or
settlement date multiplied by the number of Shares described (A) in the
preceding clause (i), in the case of cash-settled SARs, or (B) in the
preceding clause (ii), in the case of such Awards other than cash-settled
SARs; and (iv) in the case of all other Awards, the maximum aggregate
amount of cash and other property (valued at its Fair Market Value) other than
Shares that may be paid or delivered pursuant to Awards under the Plan to any
Participant in any fiscal year of the Company shall be equal to $8,000,000.


(b)  Adjustments for Changes in Capitalization
and Similar Events.  (i)   In the
event of any recapitalization, stock split, reverse stock split, split-up or
spin-off, reorganization, amalgamation, consolidation, combination, repurchase
or exchange of Shares or other securities of the Company, issuance of warrants
or other rights to purchase Shares or other securities of the Company, or other
similar corporate transaction or event that affects the Shares or as otherwise
permitted under Bermuda law, the Committee (A) shall, in order to preserve the
value (as determined for this purpose by the Committee) of the Awards and in
the manner determined by the Committee, adjust any or all of (1) the
number of Shares or other securities of the Company (or number and kind of
other securities or property) with respect to which Awards may be granted,
including (I) the aggregate number of Shares that may be delivered
pursuant to Awards granted under the Plan (including pursuant to Incentive
Share Options), as provided in 


 


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Section 4(a), and (II) the maximum number
of Shares or other securities of the Company (or number and kind of other
securities or property) with respect to which Awards may be granted to any
Participant in any fiscal year of the Company, as provided in Section 4(a), and
(2) the terms of any outstanding Award, including (I) the number of
Shares or other securities of the Company (or number and kind of other
securities or property) subject to outstanding Awards or to which outstanding
Awards relate and (II) the Exercise Price, if applicable, with respect to
any Award and (B) may, if deemed appropriate or desirable by the Committee, (1)
make provision for a cash payment to the holder of an outstanding Award in
consideration for the cancelation of such Award, including, in the case of an
outstanding Option or SAR, a cash payment to the holder of such Option or SAR
in consideration for the cancelation of such Option or SAR in an amount equal
to the excess, if any, of the Fair Market Value (as of a date specified by the
Committee) of the Shares subject to such Option or SAR over the aggregate
Exercise Price of such Option or SAR and (2) cancel and terminate any Option or
SAR having a per Share Exercise Price equal to, or in excess of, the Fair
Market Value of a Share subject to such Option or SAR without any payment or
consideration therefor.


(ii)  In the event of any extraordinary dividend or
other extraordinary distribution (whether in the form of cash, Shares, other
securities or other property), such that an adjustment is determined by the
Committee in its discretion to be appropriate or desirable, then the Committee
may (A) in such manner as it may deem equitable or desirable, adjust any
or all of (1) the number of Shares or other securities of the Company (or
number and kind of other securities or property) with respect to which Awards
may be granted, including (X) the aggregate number of Shares that may be
delivered pursuant to Awards granted under the Plan, as provided in
Section 4(a) and (Y) the maximum number of Shares or other securities
of the Company (or number and kind of other securities or property) with
respect to which Awards may be granted to any Participant in any fiscal year of
the Company and (2) the terms of any outstanding Award, including
(X) the number of Shares or other securities of the Company (or number and
kind of other securities or property) subject to outstanding Awards or to which
outstanding Awards relate and (Y) the Exercise Price, if applicable, with
respect to any Award, (B) if deemed appropriate or desirable by the Committee,
make provision for a cash payment to the holder of an outstanding Award in
consideration for the cancelation of such Award, including, in the case of an
outstanding Option or SAR, a cash payment to the holder of such Option or SAR
in consideration for the cancelation of such Option or SAR in an amount equal
to the excess, if any, of the Fair Market Value (as of a date specified by the
Committee) of the Shares subject to such Option or SAR over the aggregate
Exercise Price of such Option or SAR and (C) if deemed appropriate or desirable
by the Committee, cancel and terminate any Option or SAR having a per Share
Exercise Price equal to, or in excess of, the Fair Market Value of a Share
subject to such Option or SAR without any payment or consideration therefor.


(c)  Substitute Awards.  Awards may, in the discretion of the
Committee, be granted under the Plan in assumption of, or in substitution for, outstanding
awards previously granted by an entity acquired by the Company or any Affiliate
or with which the Company or any Affiliate amalgamates or combines (such
Awards, “Substitute Awards”).  The
number of Shares underlying any Substitute Awards shall not be counted 


 


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against the aggregate number of Shares available for
Awards under the Plan; provided, however, that Substitute Awards
issued in connection with the assumption of, or in substitution for,
outstanding share options intended to qualify for special tax treatment under
Sections 421 and 422 of the Code shall be counted against the aggregate number
of Shares available for Incentive Share Options under the Plan.


(d)  Sources of Shares Deliverable Under
Awards.  Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.


SECTION 5.  Eligibility.  Any director, officer, employee or consultant
(including any prospective director, officer, employee or consultant) of the
Company or any Affiliate shall be eligible to be designated a Participant.


SECTION 6.  Awards.  (a)  Types
of Awards.  Awards may be made under
the Plan in the form of (i) Options, (ii) SARs, (iii) Restricted
Shares, (iv) RSUs, (v) Performance Units, (vi) Cash Incentive Awards and
(vii) other equity-based or equity-related Awards that the Committee
determines are consistent with the purpose of the Plan and the interests of the
Company.  Awards may be granted in tandem
with other Awards.  No Incentive Share
Option (other than an Incentive Share Option that may be assumed or issued by
the Company in connection with a transaction to which Section 424(a) of
the Code applies) may be granted to a person who is ineligible to receive an
Incentive Share Option under the Code.


(b)  Options.  (i)  Grant.  Subject to the provisions of the Plan, the
Committee shall have sole authority to determine the Participants to whom
Options shall be granted, the number of Shares to be covered by each Option,
whether an Option will be an Incentive Share Option or a Nonqualified Share
Option and the conditions and limitations applicable to the vesting and
exercise of any Option.  In the case of
Incentive Share Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be prescribed by Section 422
of the Code and any regulations related thereto, as may be amended from time to
time.  All Options granted under the Plan
shall be Nonqualified Share Options unless the applicable Award Agreement
expressly states that the Option is intended to be an Incentive Share
Option.  If an Option is intended to be
an Incentive Share Option, and if for any reason such Option (or any portion
thereof) shall not qualify as an Incentive Share Option, then, to the extent of
such nonqualification, such Option (or portion thereof) shall be regarded as a
Nonqualified Share Option appropriately granted under the Plan; provided
that such Option (or portion thereof) otherwise complies with the Plan’s
requirements relating to Nonqualified Share Options.


(ii)  Exercise Price.  Except as otherwise established by the
Committee at the time an Option is granted and set forth in the applicable
Award Agreement, the Exercise Price of each Share covered by an Option shall be
equal to or greater than 100% of the Fair Market Value of such Share
(determined as of the date the Option is granted); provided, however,
that in the case of an Incentive Share Option granted to an employee who, at
the time of the grant of such Option, owns shares representing more than 10% of



 


11

















 


the voting power of all classes of shares of the
Company or any Affiliate, the per Share Exercise Price shall be no less than
110% of the Fair Market Value per Share on the date of the grant.


(iii)  Vesting and Exercise.  Each Option shall be vested and exercisable
at such times, in such manner and subject to such terms and conditions as the
Committee may, in its sole discretion, specify in the applicable Award
Agreement or thereafter.  Except as
otherwise specified by the Committee in the applicable Award Agreement, an
Option may only be exercised to the extent that it has already vested at the
time of exercise.  The vesting schedule
for each Option shall be specified by the Committee in the Award Agreement.  An Option shall be deemed to be exercised
when written or electronic notice of such exercise has been given to the
Company in accordance with the terms of the Option by the person entitled to
exercise the Option and full payment, pursuant to Section 6(b)(iv), for the
Shares with respect to which the Option is exercised has been received by the
Company.  Exercise of an Option in any
manner shall result in a decrease in the number of Shares that thereafter may
be available for sale under the Option and, except as expressly set forth in
Section 4, in the number of Shares that may be available for purposes of the
Plan, in each case, by the number of Shares as to which the Option is
exercised.  The Committee may impose such
conditions with respect to the exercise of Options, including but not limited
to any conditions relating to the application of Federal or state securities
laws, as it may deem necessary or advisable.


(iv)  Payment.  (A)  No
Shares shall be delivered pursuant to any exercise of an Option until payment
in full of the aggregate Exercise Price therefor is received by the Company,
and the Participant has also paid to the Company an amount equal to any Applicable
Taxes.  Such payments may be made in cash
(or its equivalent) or, in the Committee’s sole discretion, (1) by
exchanging Shares owned by the Participant (which are not the subject of any
pledge or other security interest), (2) by delivery of irrevocable instructions
to the Company to withhold Shares otherwise deliverable upon the exercise of
the Option with an aggregate Fair Market Value equal to such aggregate Exercise
Price and an amount equal to any Applicable Taxes or (3) if there shall be
a public market for the Shares at such time, subject to such rules as may be
established by the Committee, through delivery of irrevocable instructions to a
broker to sell the Shares otherwise deliverable upon the exercise of the Option
and to deliver promptly to the Company an amount equal to such aggregate
Exercise Price and an amount equal to any Applicable Taxes, or by a combination
of the foregoing; provided that the combined value of all cash and cash
equivalents and the Fair Market Value of any such Shares so withheld or tendered
to the Company as of the date of such withholding or tender is at least equal
to such aggregate Exercise Price and an amount equal to any such Applicable
Taxes.


(B)  Wherever in the Plan or any Award Agreement a
Participant is permitted to pay the Exercise Price of an Option or an amount
equal to any Applicable Taxes relating to the exercise of an Option by
delivering Shares, 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.


 


12

















 


(v)  Expiration.  Except as otherwise set forth in the
applicable Award Agreement, each Option shall expire immediately, without any
payment, upon the earlier of (A) the tenth anniversary of the date the
Option is granted and (B) either (x) 90 days after the date the
Participant who is holding the Option ceases to be a director, officer,
employee or consultant of the Company or any Affiliate for any reason other
than the Participant’s death or Disability or (y) six months after the
date the Participant who is holding the Option ceases to be a director,
officer, employee or consultant of the Company or any Affiliate by reason of
the Participant’s death or Disability. 
In no event may an Option be exercisable after the tenth anniversary of
the date the Option is granted.  For the
avoidance of doubt, unless otherwise provided in the applicable Award
Agreement, a Participant whose employment or service is transferred from the
Company or any Affiliate to another of the Company or any Affiliate shall not
be deemed to have terminated employment or service with the Company or such
Affiliate under the Plan.


(c)  SARs. 
(i)  Grant.  Subject to the provisions of the Plan, the
Committee shall have sole authority to determine the Participants to whom SARs
shall be granted, the number of Shares to be covered by each SAR, the Exercise
Price thereof and the conditions and limitations applicable to the exercise
thereof.  SARs may be granted in tandem
with another Award, in addition to another Award or freestanding and unrelated
to another Award.  SARs granted in tandem
with, or in addition to, an Award may be granted either at the same time as the
Award or at a later time.


(ii)  Exercise Price.  Except as otherwise established by the
Committee at the time a SAR is granted and set forth in the applicable Award
Agreement, the Exercise Price of each Share covered by a SAR shall be equal to
or greater than 100% of the Fair Market Value of such Share (determined as of
the date the SAR is granted).


(iii)  Exercise.  A SAR shall entitle the Participant to
receive an amount equal to the excess, if any, of the Fair Market Value of a
Share on the date of exercise of the SAR over the Exercise Price thereof.  The Committee shall determine, in its
sole  discretion, whether a SAR shall be
settled in cash, Shares, other securities, other Awards, other property or a
combination of any of the foregoing.


(iv)  Other Terms and Conditions.  Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine, at or after the
grant of a SAR, the vesting criteria, term, methods of exercise, methods and
form of settlement and any other terms and conditions of any SAR.  Any such determination by the Committee may
be changed by the Committee from time to time and may govern the exercise of
SARs granted or exercised thereafter. 
The Committee may impose such conditions or restrictions on the exercise
of any SAR as it shall deem appropriate or desirable.


(d)  Restricted Shares and RSUs.  (i)  Grant.  Subject to the provisions of the Plan, the
Committee shall have sole authority to determine the Participants to whom
Restricted Shares and RSUs shall be granted, the number of Restricted Shares
and RSUs to be granted to each Participant, the duration of the period during
which, and the conditions, if any, under which, the Restricted Shares and RSUs
may vest or may be forfeited to the Company and the other terms and conditions
of such Awards.


 


13

















 


(ii)  Transfer Restrictions.  Subject to Section 9(a), Restricted Shares
and RSUs may not be sold, assigned, transferred, pledged or otherwise
encumbered except as provided in the Plan or as may be provided in the
applicable Award Agreement and otherwise in accordance with Bermuda law and the
Company’s Bye-laws.  Certificates issued
in respect of Restricted Shares shall be registered in the name of the
Participant and deposited by such Participant, together with a signed blank
share transfer form, with the Company or such other custodian as may be
designated by the Committee or the Company, and shall be held by the Company or
other custodian, as applicable, until such time as the restrictions applicable
to such Restricted Shares lapse.  Upon
the lapse of the restrictions applicable to such Restricted Shares, the Company
or other custodian, as applicable, shall deliver such certificates to the
Participant or the Participant’s legal representative.


(iii)  Payment/Lapse of Restrictions.  Each RSU shall be granted with respect to one
Share or shall have a value equal to the Fair Market Value of one Share.  RSUs shall be paid in cash, Shares, other
securities, other Awards or other property, as determined in the sole
discretion of the Committee, upon the lapse of restrictions applicable thereto,
or otherwise in accordance with the applicable Award Agreement.  If a Restricted Share or an RSU is intended
to qualify as “qualified performance-based compensation” under Section 162(m)
of the Code, all requirements set forth in Section 6(i) must be satisfied in
order for the restrictions applicable thereto to lapse.


(e)  Performance Units.  (i)  Grant.  Subject to the provisions of the Plan, the
Committee shall have sole authority to determine the Participants to whom
Performance Units shall be granted and the terms and conditions thereof.


(ii)  Value
of Performance Units.  Each
Performance Unit shall have an initial value that is established by the
Committee at the time of grant.  The
Committee shall set Performance Goals in its discretion which, depending on the
extent to which they are met during a Performance Period, will determine the
number and value of Performance Units that will be paid out to the Participant.


(iii)  Earning of Performance Units.  Subject to the provisions of the Plan, after
the applicable Performance Period has ended, the holder of Performance Units
shall be entitled to receive a payout of the number and value of Performance
Units earned by the Participant over the Performance Period, to be determined
by the Committee, in its sole discretion, as a function of the extent to which
the corresponding Performance Goals have been achieved.


(iv)  Form
and Timing of Payment of Performance Units.  Subject to the provisions of the Plan, the
Committee, in its sole discretion, may pay earned Performance Units in the form
of cash or in Shares (or in a combination thereof) that has an aggregate Fair
Market Value equal to the value of the earned Performance Units at the close of
the applicable Performance Period.  Such
Shares may be granted subject to any restrictions in the applicable Award
Agreement deemed appropriate by the Committee. 
The determination of the Committee with respect to the form and timing
of payout of such Awards shall be set forth in the applicable Award Agreement.  If a Performance Unit is 


 


14

















 


intended to qualify as “qualified performance-based
compensation” under Section 162(m) of the Code, all requirements set forth in
Section 6(i) must be satisfied in order for a Participant to be entitled to
payment.


(f)  Cash Incentive Awards.  Subject to the provisions of the Plan, the
Committee, in its sole discretion, shall have the authority to grant Cash
Incentive Awards.  The Committee shall
establish Cash Incentive Award levels to determine the amount of a Cash
Incentive Award payable upon the attainment of Performance Goals.  If a Cash Incentive Award is intended to
qualify as “qualified performance-based compensation” under Section 162(m) of
the Code, all requirements set forth in Section 6(i) must be satisfied in order
for a Participant to be entitled to payment.


(g)  Other Share-Based Awards.  Subject to the provisions of the Plan, the
Committee shall have the sole authority to grant to Participants other equity-based
or equity-related Awards (including but not limited to fully-vested Shares) in
such amounts and subject to such terms and conditions as the Committee shall
determine.  If such an Award is intended
to qualify as “qualified performance-based compensation” under Section 162(m)
of the Code, all requirements set forth in Section 6(i) must be satisfied in
order for a Participant to be entitled to payment.


(h)  Dividend Equivalents.  In the sole discretion of the Committee, an
Award, other than an Option, SAR or Cash Incentive Award, may provide the
Participant with dividends or dividend equivalents, payable in cash, Shares,
other securities, other Awards or other property, on a current or deferred
basis, on such terms and conditions as may be determined by the Committee in
its sole discretion, including but not limited to payment directly to the
Participant, withholding of such amounts by the Company subject to vesting of
the Award or reinvestment in additional Shares, Restricted Shares or other
Awards.


(i)  Performance Compensation Awards.  (i)   General.  The Committee shall have the authority, at
the time of grant of any Award, to designate such Award (other than Options and
SARs) as a Performance Compensation Award in order to qualify such Award as “qualified
performance-based compensation” under Section 162(m) of the Code.  Options and SARs granted under the Plan shall
not be included among Awards that are designated as Performance Compensation
Awards under this Section 6(i).


(ii)  Eligibility.  The Committee shall, in its sole discretion,
designate within the first 90 days of a Performance Period (or, if
shorter, within the maximum period allowed under Section 162(m) of the
Code) which Participants will be eligible to receive Performance Compensation
Awards in respect of such Performance Period. 
However, designation of a Participant eligible to receive an Award 


 


15

















 


hereunder for a Performance Period shall not in any
manner entitle the Participant to receive payment in respect of any Performance
Compensation Award for such Performance Period. 
The determination as to whether or not such Participant becomes entitled
to payment in respect of any Performance Compensation Award shall be decided
solely in accordance with the provisions of this Section 6(i).  Moreover, designation of a Participant
eligible to receive an Award hereunder for a particular Performance Period
shall not require designation of such Participant eligible to receive an Award
hereunder in any subsequent Performance Period and designation of one person as
a Participant eligible to receive an Award hereunder shall not require
designation of any other person as a Participant eligible to receive an Award
hereunder in such period or in any other period.


(iii)  Discretion of Committee with Respect to
Performance Compensation Awards. 
With regard to a particular Performance Period, the Committee shall have
full discretion to select the length of such Performance Period, the types of
Performance Compensation Awards to be issued, the Performance Criteria that
will be used to establish the Performance Goals, the kinds and levels of the
Performance Goals that are to apply to the Company or any of its Subsidiaries,
Affiliates, divisions or operational units, or any combination of the
foregoing, and the Performance Formula. 
Within the first 90 days of a Performance Period (or, if shorter, within
the maximum period allowed under Section 162(m) of the Code), the Committee shall,
with regard to the Performance Compensation Awards to be issued for such
Performance Period, exercise its discretion with respect to each of the matters
enumerated in the immediately preceding sentence and record the same in
writing.


(iv)  Performance Criteria.  Notwithstanding the foregoing, the
Performance Criteria that will be used to establish the Performance Goals shall
be based on the attainment of specific levels of performance of the Company or
any of its Subsidiaries, Affiliates, divisions or operational units, or any
combination of the foregoing, and shall be limited to the following:  (A) net income before or after taxes,
(B) earnings before or after taxes (including earnings before interest,
taxes, depreciation and amortization), (C) operating income,
(D) earnings per share, (E) return on shareholders’ equity,
(F) return on investment or capital, (G) return on assets,
(H) level or amount of acquisitions, (I) share price,
(J) profitability and profit margins, (K) market share (in the
aggregate or by segment), (L) revenues or sales (based on units or
dollars), (M) costs, (N) cash flow, (O) working capital,
(P) average sales price, (Q) budgeted expenses (operating and
capital), (R) inventory turns, (S) accounts receivable levels and (T)
level of attrition.  Such performance
criteria may be applied on an absolute basis and/or be relative to one or more
peer companies of the Company or indices or any combination thereof.  To the extent required under
Section 162(m) of the Code, the Committee shall, within the first 90 days
of the applicable Performance Period (or, if shorter, within the maximum period
allowed under Section 162(m) of the Code), define in an objective manner the
method of calculating the Performance Criteria it selects to use for such
Performance Period.


(v)  Modification of Performance Goals.  The Committee is authorized at any time
during the first 90 days of a Performance Period (or, if shorter, within the
maximum period allowed under Section 162(m) of the Code), or any time
thereafter (but only to the extent the exercise of such authority after such
90-day period (or such shorter period, if applicable) would not cause the
Performance Compensation Awards granted to any Participant for the Performance
Period to fail to qualify as “qualified performance-based compensation” under
Section 162(m) of the Code), in its sole discretion, to adjust or modify
the calculation of a Performance Goal for such Performance 


 


16

















 


Period to the extent permitted under Section 162(m)
of the Code (A) in the event of, or in anticipation of, any unusual or
extraordinary corporate item, transaction, event or development affecting the
Company or any of its Subsidiaries, Affiliates, divisions or operating units
(to the extent applicable to such Performance Goal) or (B) in recognition of,
or in anticipation of, any other unusual or nonrecurring events affecting the
Company or any of its Subsidiaries, Affiliates, divisions or operating units
(to the extent applicable to such Performance Goal), or the financial
statements of the Company or any of its Subsidiaries, Affiliates, divisions or
operating units (to the extent applicable to such Performance Goal), or of
changes in applicable rules, rulings, regulations or other requirements of any
governmental body or securities exchange, accounting principles, law or
business conditions.


(vi)  Payment of Performance Compensation
Awards.  (A)  Condition to Receipt of Payment.  A Participant must be employed by the Company
or an Affiliate on the last day of a Performance Period to be eligible for
payment in respect of a Performance Compensation Award for such Performance
Period.  Notwithstanding the foregoing,
in the discretion of the Committee, Performance Compensation Awards may be paid
to Participants who have retired from the employment of the Company or an
Affiliate or whose employment with the Company or an Affiliate has terminated
prior to the last day of the Performance Period for which a Performance
Compensation Award is made or to the designee or estate of a Participant who
died prior to the last day of a Performance Period.


(B)  Limitation.  A Participant shall be eligible to receive
payments in respect of a Performance Compensation Award only to the extent that
(1) the Performance Goals for such period are achieved and certified by
the Committee in accordance with Section 6(i)(vi)(C) and (2) the
Performance Formula as applied against such Performance Goals determines that
all or some portion of such Participant’s Performance Compensation Award has
been earned for the Performance Period.


(C)  Certification.  Following the completion of a Performance
Period, the Committee shall meet to review and certify in writing whether, and
to what extent, the Performance Goals for the Performance Period have been
achieved and, if so, to calculate and certify in writing that amount of the
Performance Compensation Awards earned for the period based upon the
Performance Formula.  The Committee shall
then determine the actual size of each Participant’s Performance Compensation
Award for the Performance Period and, in so doing, may apply negative
discretion as authorized by Section 6(i)(vi)(D).


(D)  Negative Discretion.  Unless otherwise provided in the applicable
Award Agreement, in determining the actual size of an individual Performance
Compensation Award for a 


 


17

















 


Performance Period, the Committee may, in its sole
discretion, reduce or eliminate the amount of the Award earned in the
Performance Period, even if applicable Performance Goals have been attained.


(E)  Timing of Award Payments.  Unless otherwise provided in the applicable
Award Agreement, the Performance Compensation Awards granted for a Performance
Period shall be paid to Participants as soon as administratively and reasonably
possible following completion of the certifications required by
Section 6(i)(vi)(C).


(F)  Discretion.  In no event shall any
discretionary authority granted to the Committee by the Plan be used to
(1) grant or provide payment in respect of Performance Compensation Awards
for a Performance Period if the Performance Goals for such Performance Period
have not been attained, (2) increase a Performance Compensation Award for any
Participant at any time after the first 90 days of the Performance Period (or,
if shorter, the maximum period allowed under Section 162(m)) or
(3) increase a Performance Compensation Award above the maximum amount
payable under Section 4(a) of the Plan.


SECTION 7.  Amendment and Termination.  (a)  Amendments
to the Plan.  Subject to any
applicable law or government regulation and to the rules of the NYSE or any
successor exchange or quotation system on which the Shares may be listed or
quoted, the Plan may be amended, modified or terminated by the Board without
the approval of the shareholders of the Company except that shareholder
approval shall be required for any amendment that would (i) increase the
maximum number of Shares for which Awards may be granted under the Plan or
increase the maximum number of Shares that may be delivered pursuant to
Incentive Share Options granted under the Plan; provided, however,
that any adjustment under Section 4(b) shall not constitute an increase for
purposes of this Section 7(a)(i); (ii) amend, modify or terminate the
requirements under Section 6(b)(ii) or Section 6(c)(ii) with respect
to the minimum Exercise Price for Options or SARs, respectively; (iii) decrease
the Exercise Price of any Option or SAR that, at the time of such decrease, has
an Exercise Price that is greater than the then-current Fair Market Value of a
Share or cancel, in exchange for cash or any other Award, any such Award; provided,
however, that any adjustment, modification, cancellation, termination or
other action taken pursuant to Section 3(b)(xi), Section 4(b), Section 7(c)
or Section 8 shall not constitute a decrease or cancellation for purposes of
this Section 7(a)(iii); or (iv) change the class of employees or
other individuals eligible to participate in the Plan.  No modification, amendment or termination of
the Plan may, without the consent of the Participant to whom any Award shall
theretofor have been granted, materially and adversely affect the rights of
such Participant (or his or her transferee) under such Award, unless otherwise
provided by the Committee in the applicable Award Agreement.


(b)  Amendments to Awards.  The Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate any Award theretofor granted, prospectively or retroactively; provided,
however, that (i) except as set forth in the Plan, unless otherwise
provided by the Committee in the applicable Award Agreement, any such waiver,
amendment, alteration, suspension, discontinuance, cancelation or termination
that would materially and adversely impair the rights of any Participant or any
holder or beneficiary of any Award theretofor granted shall not to that extent
be effective without the consent of the impaired Participant, holder or
beneficiary and (ii) any such action that would require shareholder approval
under Section 7(a) shall also require shareholder approval under this
Section 7(b).


 


18

















 


(c)  Adjustment of Awards Upon the Occurrence
of Certain Unusual or Nonrecurring Events. 
The Committee is hereby authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including but not limited to the events described in
Section 4(b) or the occurrence of a Change of Control) affecting the
Company, any Affiliate, or the financial statements of the Company or any
Affiliate, or of changes in applicable rules, rulings, regulations or other
requirements of any governmental body or securities exchange, accounting principles
or law (i) whenever the Committee, in its sole discretion, determines that
such adjustments are appropriate or desirable, including but not limited to
providing for an assumption, continuation or substitution of Awards,
accelerating the exercisability of, lapse of restrictions on, or termination
of, Awards or providing for a period of time for exercise prior to the
occurrence of such event, (ii) if deemed appropriate or desirable by the
Committee, in its sole discretion, by providing for a cash payment to the
holder of an Award in consideration for the cancelation of such Award,
including, in the case of an outstanding Option or SAR, a cash payment to the
holder of such Option or SAR in consideration for the cancelation of such
Option or SAR in an amount equal to the excess, if any, of the Fair Market
Value (as of a date specified by the Committee) of the Shares subject to such
Option or SAR over the aggregate Exercise Price of such Option or SAR and (iii)
if deemed appropriate or desirable by the Committee, in its sole discretion, by
canceling and terminating any Option or SAR having a per Share Exercise Price
equal to, or in excess of, the Fair Market Value of a Share subject to such
Option or SAR without any payment or consideration therefor.


SECTION 8.  Change of Control.  Unless otherwise provided in the applicable
Award Agreement, in the event of a Change of Control after the date of the
adoption of the Plan, unless provision is made in connection with the Change of
Control for (a) assumption or continuation of Awards previously granted or (b)
substitution for such Awards of new awards covering shares of a successor
corporation or its “parent corporation” (as defined in Section 424(e) of the
Code) or “subsidiary corporation” (as defined in Section 424(f) of the
Code), which for the avoidance of doubt may include the Company, with
appropriate adjustments as to the number and kinds of shares and the Exercise
Prices, if applicable, (i) any outstanding Options or SARs then held by
Participants that are unexercisable or otherwise unvested shall automatically
be deemed exercisable or otherwise vested, as the case may be, as of
immediately prior to such Change of Control, (ii) all Performance Units,
Cash Incentive Awards and other Awards designated as Performance Compensation
Awards shall be paid out as if the “target” performance levels had been
obtained, but pro rated based on the portion of the applicable Performance Period
that has elapsed prior to the Change of Control and (iii) all other
outstanding Awards (i.e., other than Options, SARs, Performance Units
and Cash Incentive Awards) then held by Participants that are unexercisable,
unvested or still subject to restrictions or forfeiture, shall automatically be
deemed exercisable and vested and all restrictions and forfeiture provisions
related thereto shall lapse as of immediately prior to such Change of Control.


SECTION 9.  General Provisions.  (a)  Nontransferability.  Except as otherwise specified in the
applicable Award Agreement, during the Participant’s lifetime each Award (and
any rights and obligations thereunder) shall be exercisable only by the 


 


19

















 


Participant, or, if permissible under applicable
law, by the Participant’s legal guardian or representative, and no Award (or
any rights and obligations thereunder) may be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant
otherwise than by will or by the laws of descent and distribution, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate; provided that (i) the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance and (ii) the Committee may permit further transferability to any Permitted
Transferee, and may impose conditions and limitations on any permitted
transferability; provided, however, that Incentive Share Options granted
under the Plan shall not be transferable in any way that would violate Treasury
Regulation Section 1.422-2(a)(2), or any applicable requirements of
Bermuda law or the Company’s Bye-laws. 
All terms and conditions of the Plan and all Award Agreements shall be
binding upon any permitted successors and assigns.


(b)  No Rights to Awards.  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 and may be made selectively among
Participants, whether or not such Participants are similarly situated.


(c)  Share Certificates.  All certificates for Shares or other
securities of the Company or any Affiliate delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan, the
applicable Award Agreement or the rules, regulations and other requirements of
the SEC, the NYSE or any other stock exchange or quotation system upon which
such Shares or other securities are then listed or reported and any applicable
Federal, Bermuda or state laws, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such
restrictions.


(d)  Tax Liability; Withholding.  (i) Authority to Withhold.  A Participant may be required to pay to the
Company or any Affiliate, and the Company or any Affiliate shall have the right
and is hereby authorized to withhold from any Award, from 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 Applicable Taxes, or any
payment or transfer under an Award or under the Plan and to take such other
action as may be necessary in the opinion of the Committee or the Company to
satisfy all obligations for the payment of such Applicable Taxes.  In
the event the Company or any Affiliate, as the case may be, is unable to
recover, by withholding or by taking such other necessary action as provided
for herein, the amount of such Applicable Taxes from such Participant for any
reason(s) whatsoever, the Company or such Affiliate may, to the extent
permitted under applicable law, (i) withhold appropriate amounts from any
payment (including salary) made by the Company or such Affiliate to such
Participant, (ii) cancel the existing Awards granted (irrespective of whether
they have vested) or any future grant of Awards 


 


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or issuance of Shares to
such Participant or (iii) any combination of the foregoing, without any
obligations or liabilities on the Company and such Affiliate.  


(ii)   Alternative Ways to Satisfy Withholding
Liability.  Without limiting the
generality of clause (i) above, at the Committee’s discretion, a Participant
may satisfy, in whole or in part, the foregoing withholding liability by
delivery of Shares owned by the Participant (which are not subject to any pledge
or other security interest) having a Fair Market Value equal to such
withholding liability or by having the Company withhold from the number of
Shares otherwise issuable pursuant to the exercise of the Option or SAR, or the
lapse of the restrictions on any other Awards (in the case of SARs and other
Awards, if such SARs and other Awards are settled in Shares), a number of
Shares having a Fair Market Value equal to such withholding liability. 


(e)  Section 409A of the Code.  Participants are solely responsible and
liable for the satisfaction of all taxes and penalties that may arise in
connection with Awards (including any taxes arising under Section 409A of the
Code), and the Company shall not have any obligation to indemnify or otherwise
hold any participant harmless from any or all of such taxes.  The Committee shall have the discretion to
organize any deferral program, to require deferral election forms, and to grant
or to unilaterally modify any Award in a manner that (i) conforms with the
requirements of Section 409A of the Code, (ii) voids any Participant election
to the extent it would violate Section 409A of the Code and (iii) for any
distribution event or election that could be expected to violate Section 409A
of the Code, make the distribution only upon the earliest of the first to occur
of a “permissible distribution event” within the meaning of Section 409A of the
Code, or a distribution event that the participant elects in accordance with
Section 409A of the Code.  The Committee
shall have the sole discretion to interpret the requirements of the Code,
including Section 409A, for purposes of the Plan and all Awards.


(f)  Award Agreements.  Each Award hereunder shall be evidenced by an
Award Agreement, which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto,
including but not limited to the effect on such Award of the death, Disability
or termination of employment or service of a Participant with the Company or any
Affiliate, and the effect, if any, of such other events as may be determined by
the Committee.


(g)  No Limit on Other Compensation
Arrangements.  Nothing contained in
the Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other compensation arrangements, which may, but need not, provide for
the grant of options, restricted shares, shares and other types of equity-based
awards (subject to shareholder approval if such approval is required), and such
arrangements may be either generally applicable or applicable only in specific
cases.


(h)  No Employer-Employee Relationship.  For the avoidance of doubt, nothing in the
Plan shall create any relationship of employer-employee between the Company and
any Participant who is a director, officer, employee or consultant of any
Affiliate.


 


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(i)  No Right to Employment.  The grant of an Award shall not be construed
as giving a Participant the right to be retained as a director, officer,
employee or consultant of or to the Company or any Affiliate, nor shall it be
construed as giving a Participant any rights to continued service on the
Board.  Further, (i) any Participant may
be dismissed at any time from the employment of the Company or any Affiliate
with which such Participant is employed and (ii) the Company and any Affiliate may
at any time discontinue any consulting or service relationship, in each case, free
from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement. 
For the avoidance of doubt, (A) the Company may only dismiss such
Participants who are employed with the Company, (B) an Affiliate may only
dismiss such Participants who are employed with such Affiliate and (C) the
Company shall have no authority over the employment of any Participant employed
with any Affiliate and shall not be liable for any vicarious liability arising
as a result of the performance or non-performance of any act by an employee of
any Affiliate, in each case, as a result of the Plan, unless otherwise
expressly provided in the Plan or in any Award Agreement.


(j)  No Rights as Shareholder.  No Participant or holder or beneficiary of
any Award shall have any rights as a shareholder of the Company with respect to
any Shares to be distributed under the Plan until he or she has become the
holder of such Shares.  In connection
with each grant of Restricted Shares, except as provided in the applicable
Award Agreement, the Participant shall be entitled to the rights of a
shareholder of the Company (including the right to vote and receive dividends)
in respect of such Restricted Shares. 
Except as otherwise provided in Section 4(b), Section 7(c) or the
applicable Award Agreement, no adjustments shall be made for dividends or
distributions on (whether ordinary or extraordinary, and whether in cash,
Shares, other securities or other property), or other events relating to,
Shares subject to an Award for which the record date is prior to the date such
Shares are delivered.


(k)  Governing Law.  The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of New York,
without giving effect to the conflict of laws provisions thereof.


(l)  Severability.  If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall
be construed or deemed stricken as to such jurisdiction, Person or Award and
the remainder of the Plan and any such Award shall remain in full force and
effect.


(m)  Other Laws.  The Committee may refuse to issue or transfer
any Shares or other consideration under an Award if, acting in its sole
discretion, it determines that the issuance or transfer of such Shares or such
other consideration might violate any applicable law or regulation or entitle
the Company to recover the same under 


 


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Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary
in connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary. 
Without limiting the generality of the foregoing, no Award granted
hereunder shall be construed as an offer to sell securities of the Company, and
no such offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance
with all applicable requirements of the U.S. Federal, Bermuda and any other
applicable securities laws.


(n)  No Trust or Fund Created.  Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate, on one hand, and a
Participant or any other Person, on the other hand.  To the extent that any Person acquires a
right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or such Affiliate.


(o)  No Fractional Shares.  No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any
rights thereto shall be canceled, terminated or otherwise eliminated.


(p)  Requirement of Consent and Notification of
Election Under Section 83(b) of the Code or Similar Provision.  No election under Section 83(b) of the Code
(to include in gross income in the year of transfer the amounts specified in
Section 83(b) of the Code) or under a similar provision of law may be made
unless expressly permitted by the terms of the applicable Award Agreement or by
action of the Committee in writing prior to the making of such election.  If an Award recipient, in connection with the
acquisition of Shares under the Plan or otherwise, is expressly permitted under
the terms of the applicable Award Agreement or by such Committee action to make
such an election and the Participant makes the election, the Participant shall
notify the Committee of such election within ten days of filing notice of the
election with the IRS or other governmental authority, in addition to any
filing and notification required pursuant to regulations issued under
Section 83(b) of the Code or other applicable provision.


(q)  Requirement of Notification Upon
Disqualifying Disposition Under Section 421(b) of the Code.  If any Participant shall make any disposition
of Shares delivered pursuant to the exercise of an Incentive Share Option under
the circumstances described in Section 421(b) of the Code (relating to
certain disqualifying dispositions) or any successor provision of the Code,
such Participant shall notify the Company of such disposition within ten days
of such disposition.


(r)  Headings.  Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.


 


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SECTION 10.  Term of the Plan.  (a)  Effective
Date.  The Plan shall be effective as
of the date of its adoption by the Board and approval by the Company’s shareholders
(such date, the “Effective Date”); provided, however, that
no Incentive Share Options may be granted under the Plan unless it is approved
by the Company’s shareholders within twelve (12) months before or after the
date the Plan is adopted by the Board.


(b)  Expiration Date.  No Award shall be granted under the Plan
after the tenth anniversary of the date the Plan is approved under Section
10(a).  Unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award granted
hereunder may, and the authority of the Board or the Committee to amend, alter,
adjust, suspend, discontinue or terminate any such Award or to waive any
conditions or rights under any such Award shall, nevertheless continue
thereafter.


SECTION 11.  Sub Plans.  The Company or any Affiliate may adopt
separate sub-plans (“Sub Plans”) that permit the grant of Awards to
Participants who are employed or provide services to certain Designated Foreign
Subsidiaries.  Awards under the Sub Plans
may be made in particular locations outside the United States of America and
shall comply with local laws applicable to offerings in such foreign
jurisdictions.


 


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