ex4_4.htm


     

    Exhibit 4.4

     


    ICON plc

    2008
Employees Restricted Share Unit Plan

    


    


    
      	
              1.  

            	
              Purposes.

            


    

     

    The ICON
plc 2008 Restricted Share Unit Plan (the “Plan”) is established pursuant to a
resolution of shareholders dated July 21, 2008 as an employee share scheme as
defined in Section 2 of the Companies (Amendment) Act 1983.  The
purpose of the Plan is to promote the long-term success of the Company and the
creation of shareholder value by (a) encouraging Employees to focus on critical
long-range objectives, (b) encouraging the attraction and retention of
Employees, and (c) linking Employees directly to shareholder interests through
increased share ownership.  The Plan seeks to achieve this purpose by
providing for Awards in the form of Restricted Share Units and Other Share-Based
Awards.  The Plan shall be governed by, and construed in accordance
with, the laws of Ireland.

     

    
      	
              2.  

            	
              Definitions.

            


    

     

    For
purposes of the Plan, the following terms shall be defined as set forth
below:

     

    (a) “Award”
means any Restricted Share Unit or Other Share-Based Award granted to an
Employee under the Plan.

     

    (b) “Award
Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award.

     

    (c) “Beneficiary”
means the person, persons, trust or trusts which have been designated by a
Participant in his or her most recent written beneficiary designation filed with
the Company to receive the benefits specified under this Plan upon the death of
the Participant, or, if there is no designated Beneficiary or surviving
designated Beneficiary or if no such designation can be made under applicable
law, then the person, persons, trust or trusts entitled by will or the laws of
descent and distribution to receive such benefits.

     

    (d) “Board”
means the Board of Directors of the Company, as constituted from time to
time.

     

    (e) “Change
in Control” means:

     

    (i) The
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganisation (however effected, including by
general offer or court-sanctioned compromise, arrangement or scheme), if
more

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    than 50%
of the combined voting power of the continuing or surviving entity’s issued
shares or securities outstanding immediately after such merger, consolidation or
other reorganisation is owned by persons who were not shareholders of the
Company immediately prior to such merger, consolidation or other
reorganization;

     

    (ii) The sale,
transfer or other disposition of all or substantially all of the Company’s
assets;

     

    (iii) A change
in the composition of the Board, as a result of which fewer than 50% of the
incumbent directors are directors who either (i) had been directors of the
Company on the date 24 months prior to the date of the event that may constitute
a Change in Control (the “original directors”) or (ii) were elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the aggregate of the original directors who were still in office at
the time of the election or nomination and the directors whose election or
nomination was previously so approved; or

     

    (iv) Any
transaction as a result of which any person is the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing at least 50% of the total voting power
represented by the Company’s then outstanding voting securities (e.g., issued
shares). For purposes of this Subsection (d), the term “person” shall have the
same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but
shall exclude (i) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or of a Subsidiary and (ii) a company owned
directly or indirectly by the shareholders of the Company in substantially the
same proportions as their ownership of the ordinary shares of the
Company.

     

    A
transaction shall not constitute a Change in Control if its sole purpose is to
create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s issued shares immediately
before such transaction.

    


    (f) “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.  References to any provision of the Code shall be deemed to
include successor provisions thereto and regulations thereunder.

     

    (g) “Committee”
means the Compensation Committee of the Board, or such other Board committee
(which may include the entire Board) as may be designated by the Board to
administer the Plan.

     

    (h) “Company”
means ICON plc, an Irish corporation and its successor
corporations.

     


    
      
         


      

      
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    (i) “Employee”
means (a) an employee of the Company or any Subsidiary and (b) a director
holding a salaried employment or office with the Company or any
Subsidiary.

     

    (j) “Dividend
Equivalent” means a right to receive cash, Shares, or other property equal in
value to dividends paid with respect to a specified number of
Shares.

     

    (k) “Effective
Date” has the meaning set forth in Section 7(l) below.

     

    (l) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time.  References to any provision of the Exchange Act shall be deemed
to include successor provisions thereto and regulations thereunder.

     

    (m) “Fair
Market Value” means the market price of Shares, determined by the Committee as
follows: (i) if Shares are listed on a stock exchange on the date in question,
then the Fair Market Value shall be equal to the higher of Par Value and the
closing price reported for such date by the applicable composite-transactions
report or, if the Shares were not traded on that day, the next preceding day
that the Shares were traded; and (ii) if Shares are not traded on a stock
exchange on the date in question, the Fair Market Value shall be determined by
the Committee in good faith on such basis as it deems
appropriate.  Whenever possible, the determination of Fair Market
Value by the Committee shall be based on the prices reported in The Wall Street
Journal, Eastern Edition, USA. Such determination shall be conclusive and
binding on all persons.

     

    (n) “Group”
means the Company and its Subsidiaries.

     

    (o) “Ordinary
Share” means one ordinary share in the capital of the Company.

     

    (p) “Other
Share-Based Award” means a right, granted under Section 5(c), that relates to or
is valued by reference to Shares.

     

    (q) “Par
Value” means €0.06.

     

    (r) “Participant”
means an Employee who has been granted an Award under the Plan.

     

    (s) “Plan”
means this ICON plc 2008 Employee Restricted Share Unit Plan.

     

    (t) “Restricted
Share Unit” means a right, granted under Section 5(b), to receive Shares or cash
at the end of a specified deferral period.

     


    
      
         


      

      
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    (u) “Shares”
means either one Ordinary Share or one ordinary share in the capital of the
Company as represented by one American depository share and as evidenced by an
American depository receipt.

     

    (v) “Subsidiary”
means any company, if the Company and/or one or more other Subsidiaries own not
less than 50% of the total combined voting power of all classes of outstanding
stock (e.g., issued shares) of such company.  A company that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

     

    (w) “Termination
of Service” means, unless otherwise defined in an applicable Award Agreement,
either (i) the termination of the Participant’s employment or directorship with
the Company or its Subsidiaries, as the case may be (whether by reason of
dismissal, resignation, operation of law or otherwise, and irrespective of the
application or otherwise of the European Communities (Protection of Employees on
Transfer of Undertakings) Regulations 2003); or (ii) where a Participant is
employed by a Subsidiary of the Company, the Participant’s employer ceases to be
such a Subsidiary; unless in either case the Participant immediately thereafter
becomes an employee or director of the Company or another Subsidiary of the
Company.  For the avoidance of doubt, temporary absences from
employment which do not involve a termination of the Participant’s employment
(including absences because of illness, vacation, statutory leave or leave of
absence) shall not be considered a Termination of Service.

     

    
      	
              3.  

            	
              Administration.

            


    

     

    (a) Authority of the
Committee.  The Plan shall be administered by the Committee,
and the Committee shall have full and final authority to take the following
actions, in each case subject to and consistent with the provisions of the Plan:
(i) select Employees to whom Awards may be granted; (ii) determine the type,
number, vesting requirements and other conditions of such Awards; (iii)
interpret the Plan; (iv) to prescribe the form of each Award Agreement, which
need not be identical for each Employee; (v) to accelerate the vesting of all or
any portion of any Award and (vi) make all other decisions relating to the
operation of the Plan.  The Committee may adopt such rules or
guidelines as it deems appropriate from time to time to implement the
Plan.  The Committee’s determinations under the Plan shall be final
and binding on all persons.

     

    (b) Manner of Exercise of
Committee Authority.  The Committee shall have sole discretion
in exercising its authority under the Plan.  Any action of the
Committee with respect to the Plan shall be final, conclusive, and binding on
all persons, including the Company, Subsidiaries, Employees, any person claiming
any rights under the Plan from or through any Employee, and
shareholders.  The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not be construed
as limiting

     


    
      
         


      

      
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    any power
or authority of the Committee.  The Committee may delegate to any of
its members or to other members of the Board or officers or managers of the
Company or any Subsidiary the authority, subject to such terms as the Committee
shall determine, to perform administrative functions and to perform such other
functions as the Committee may determine, to the extent permitted under
applicable law.

     

    (c) Limitation of
Liability.  Each member of the Committee shall be entitled to,
in good faith, rely or act upon any report or other information furnished to him
or her by any officer or other employee of the Company or any Subsidiary, the
Company’s independent certified public accountants, or other professional
retained by the Company to assist in the administration of the
Plan.  No member of the Committee, and no officer or employee of the
Company acting on behalf of the Committee, shall be personally liable for any
action, determination, or interpretation taken or made in good faith with
respect to the Plan, and all members of the Committee and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company with respect to any such
action, determination, or interpretation.

     

    (d) Limitation on Committee’s
Authority under 409A.  Anything in this Plan to the contrary
notwithstanding, the Committee’s authority to modify outstanding Awards shall be
limited to the extent necessary so that the existence of such authority does not
(i) cause an Award that is not otherwise deferred compensation subject to
Section 409A of the Code to become deferred compensation subject to Section 409A
of the Code or (ii) cause an Award that is otherwise deferred compensation
subject to Section 409A of the Code to fail to meet the requirements prescribed
by Section 409A of the Code.

     

    
      	
              4.  

            	
              Shares Subject to the
      Plan.

            


    

     

    (a) Subject
to adjustment as provided in Section 4(b) hereof, (i) the total number of Shares
reserved for issuance in connection with Awards under the Plan shall be
500,000.  No Award may be granted if the number of Shares to which
such Award relates, when added to the number of Shares previously issued under
the Plan, exceeds the number of Shares reserved for issuance under the Plan in
the preceding sentence.  If any Awards are forfeited, canceled,
terminated, exchanged or surrendered or such Award is settled in cash or
otherwise terminates without a distribution of Shares to the Participant, any
Shares counted against the number of Shares reserved and available under the
Plan with respect to such Award shall, to the extent of any such forfeiture,
settlement, termination, cancellation, exchange or surrender, again be available
for Awards under the Plan.

     

    (b) In the
event of a subdivision of the Shares, a declaration of a dividend payable in
Shares, a declaration of a dividend payable in a form other than Shares in an
amount that has a material effect on the price of Shares, a combination or
consolidation of the issued Shares (by reclassification or otherwise) into a
lesser number of Shares, a recapitaliza-

     


    
      
         


      

      
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    tion, a
capitalisation of profits or reserves, a rights issue, a reduction of capital, a
spin-off or other similar corporate transaction or event that affects the Shares
such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Participants under the Plan, the Committee shall
make appropriate adjustments in one or more of (a) the number and kind of Shares
available for future Awards under Section 4(a); (b) the definitions of Shares
and/or Ordinary Share; (c) the number and kind of Shares covered by each
outstanding Award and (d) the purchase price, if any, relating to any
Award.  Except as provided in this Section 4(b), a Participant shall
have no rights by reason of any issue by the Company of shares of any class or
securities convertible into shares of any class, any subdivision or
consolidation of shares of any class, the payment of any stock dividend or any
other increase or decrease in the number of shares of any class.  In
addition, the Committee is authorized to make adjustments in the terms and
conditions of and the criteria and performance objectives, if any, included in
Awards in recognition of unusual or non-recurring events (including, without
limitation, events described in the preceding sentence) affecting the Company or
any Subsidiary or the financial statements of the Company or any Subsidiary, or
in response to changes in applicable laws, regulations, or accounting
principles.

     

    (c) In the
event that the Company is a party to a merger, takeover, Change in Control or
other reorganization, outstanding Awards shall be subject to the agreement of
merger or reorganization, the terms of the relevant scheme of arrangement or
other applicable transaction agreement.  Such agreement may provide,
without limitation, for one or more of the following: (i) the continuation or
assumption of outstanding Awards by the Company or the surviving company (the
term “surviving company” for purposes of this Section 4(c) shall include
reference to an acquiring company in a takeover situation) or its parent; (ii)
substitution by the surviving corporation or its parent of awards with
substantially the same terms for such outstanding Awards (and, if the Company is
not a publicly traded entity, substitution of shares with equity of the
surviving corporation or its parent with substantially the same terms as the
outstanding Shares); (iii) cancellation of all or any portion of the outstanding
Awards (and the expiration of the balance, as appropriate) in exchange for a
cash payment of the excess, if any, of the Fair Market Value at the date of
cancellation of the Shares subject to such outstanding Awards or portion thereof
being canceled over the aggregate purchase price, if any, with respect to such
Awards or portion thereof being canceled; or (iv) the acceleration of the
vesting of all or a portion of such outstanding Awards (and the expiration of
the balance, as appropriate) to take effect at such time before or after
completion of the merger, takeover, Change in Control or other reorganization as
the Committee shall in its absolute discretion determine, all in any case
without the Participant’s consent.  In the event that the transaction
agreement or document does not provide for any of the above, the Board has
discretion to determine whether any one or more of (i) to (iv) will apply to all
or any portion of such outstanding Awards.

     


    
      
         


      

      
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    (d) Any
Shares distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or treasury Shares including Shares acquired by
purchase in the open market or in private transactions.

     

    
      	
              5.  

            	
              Specific Terms of
      Awards.

            


    

     

    (a) General.  Awards
may be granted on the terms and conditions set forth in this Section
5.  In addition, the Committee may impose on any Award in the Award
Agreement, at the date of grant or thereafter (subject to Section 7(d)), such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine, including terms regarding forfeiture of
Awards in the event of Termination of Service by the
Participant.  Each Award shall be evidenced by an Award Agreement to
be executed by the Participant within such time as the Committee may
specify.

     

    (b) Restricted Share
Units.  The Committee is authorized to grant Restricted Share
Units to Employees, subject to the following terms and conditions:

     

    (i) Award and
Restrictions.  Delivery of Shares or cash, as the case may be,
will occur upon expiration of the deferral period specified for Restricted Share
Units by the Committee (or, if permitted by the Committee, as elected by the
Participant).  In addition, Restricted Share Units shall be subject to
such restrictions as the Committee may impose, if any (including, without
limitation, the achievement of performance criteria if deemed appropriate by the
Committee), at the date of grant or thereafter, which restrictions may lapse at
the expiration of the deferral period or at earlier or later specified times,
separately or in combination, in installments or otherwise, as the Committee may
determine.  The Committee may determine that settlement of any Award
(and distribution of Shares in connection therewith) is subject to and
conditioned on payment by the Participant of any sum specified in the Award
Agreement.

     

    (ii) Forfeiture.  Except
as otherwise determined by the Committee at the date of grant or thereafter,
upon Termination of Service during the applicable deferral period or portion
thereof to which forfeiture conditions apply (as provided in the Award Agreement
evidencing the Restricted Share Units), or upon failure to satisfy any other
conditions precedent to the delivery of Shares or cash to which such Restricted
Share Units relate, all Restricted Share Units that are at that time subject to
deferral or restriction shall be forfeited; provided, however, that the
Committee may provide, by rule or regulation or in any Award Agreement, or may
determine in any individual case, that restrictions or forfeiture conditions
relating to Restricted Share Units will be waived in whole or in part in the
event of Termination of Service resulting from specified causes, and the
Committee may in other cases waive in whole or in part the forfeiture of
Restricted Share Units.

     


    
      
         


      

      
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    (iii) Dividend
Equivalents.  The applicable
Award Agreement may provide, as of each date on which a cash dividend is paid on
Shares, that Dividend Equivalents on the specified number of Shares covered by
the Award will be paid with respect to such Restricted Share Units at the
dividend payment date either (A) in cash or in restricted or unrestricted Shares
having a Fair Market Value equal to the amount of such dividends, or (B) by
increasing the number of Restricted Share Units subject to a Restricted Share
Unit Award by that number of Restricted Share Units (including fractional units)
determined by (i) multiplying the amount of such dividend (per Share) by
the number of Restricted Share Units subject to the Award immediately before the
payment of the dividend, and (ii) dividing the total so determined by the
Fair Market Value of a Share on the date of payment of such cash dividend; and
any such additional Restricted Share Units so credited shall have the same
deferral and forfeiture provisions as the Restricted Share Units with respect to
which they are credited.

     

    (c) Other Share-Based
Awards.  The Committee is authorized, subject to limitations
under applicable law, to grant to Employees such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares, as deemed by the Committee to be
consistent with the purposes of the Plan, including, without limitation,
unrestricted shares awarded purely as a “bonus” and not subject to any
restrictions or conditions, other rights convertible or exchangeable into
Shares, purchase rights for Shares, Awards with value and payment contingent
upon performance of the Company or any other factors designated by the
Committee, and Awards valued by reference to the performance of specified
Subsidiaries.  The Committee shall determine the terms and conditions
of such Awards at date of grant.  Shares delivered pursuant to an
Award in the nature of a purchase right granted under this Section 5(c) shall be
purchased for such consideration, paid for at such times, by such methods, and
in such forms, including, without limitation, cash, Shares, notes or other
property, as the Committee shall determine.  Cash awards, as an
element of or supplement to any other Award under the Plan, shall also be
authorized pursuant to this Section 5(c).

     

    
      	
              6.  

            	
              Certain Provisions
      Applicable to Awards.

            


    

     

    (a) Stand-Alone, Additional,
Tandem and Substitute Awards.  Awards granted under the Plan
may, in the discretion of the Committee, be granted to Employees either alone or
in addition to, in tandem with, or in exchange or substitution for, any other
Award granted under the Plan or any award granted under any other plan or
agreement of the Company, any Subsidiary, or any business entity to be acquired
by the Company or a Subsidiary, or any other right of an Employee to receive
payment from the Company or any Subsidiary.  Awards may be granted in
addition to or in tandem with such other Awards or awards, and may be granted
either as of the same time as, or a different time from, the grant of such other
Awards or awards.

     


    
      
         


      

      
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    (b) Term of
Awards.  The term of each Award granted to a Participant shall
be for such period as may be determined by the Committee.

     

    (c) Form of Payment Under
Awards.  Subject to the terms of the Plan and any applicable
Award Agreement, payments to be made by the Company or a Subsidiary upon the
grant or vesting of an Award may be made in such forms as the Committee shall
determine at the date of grant or allow (in accordance with applicable law) at
the time of payment, including, without limitation, cash, Shares, notes or other
property, and may be made in a single payment or transfer, in installments, or
on a deferred basis.  The Committee may make rules relating to
installment or deferred payments with respect to Awards, including the rate of
interest to be credited with respect to such payments, and the Committee may
require deferral of payment under an Award if, in the sole judgment of the
Committee, it may be necessary in order to avoid nondeductibility of the payment
under Section 162(m) of the Code.

     

    (d) Nontransferability.  Unless
otherwise set forth by the Committee in an Award Agreement, Awards shall not be
transferable by a Participant except by will or the laws of descent and
distribution (except pursuant to a Beneficiary designation where permitted under
applicable law) and shall be exercisable during the lifetime of a Participant
only by such Participant or his guardian or legal representative.  A
Participant’s rights under the Plan may not be pledged, mortgaged, hypothecated,
or otherwise encumbered, and shall not be subject to claims of the Participant’s
creditors.  The transferee of an Award shall be bound by the
provisions of this Plan and the Award Agreement entered into by the Participant
and the Company and (unless otherwise determined by the Committee in its
absolute discretion) such transferee shall agree in writing on a form prescribed
by the Committee to be so bound.

     

    (e) Noncompetition.  The
Committee may, by way of the Award Agreements or otherwise, establish such other
terms, conditions, restrictions and/or limitations, if any, of any Award,
provided they are not inconsistent with the Plan, including, without limitation,
the requirement that the Participant not engage in competition with, solicit
customers or employees of, or disclose or use confidential information of the
Company or its Subsidiaries.

     

    (f) Change in
Control.  The Committee may determine, at the time of granting
an Award or thereafter, that such Award shall become fully vested as to all or
part of the Shares subject to such Award in the event that a Change in Control
occurs with respect to the Company.

     

    
      	
              7.  

            	
              General
      Provisions.

            


    

     

    (a) Compliance with Legal and
Trading Requirements.  The Plan, the granting and exercising of
Awards thereunder, and the other obligations of the Company under the Plan and
any Award Agreement, shall be subject to all applicable federal, state and
foreign laws, rules and regulations, and to such approvals by any stock
exchange, regulatory

     


    
      
         


      

      
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    or
governmental agency as may be required.  The Company, in its
discretion, may postpone the issuance or delivery of Shares under any Award
until completion of such stock exchange or market system listing or registration
or qualification of such Shares or any required action under any state, federal
or foreign law, rule or regulation as the Company may consider appropriate, and
may require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of Shares in compliance with applicable laws, rules and
regulations.  No provisions of the Plan shall be interpreted or
construed to obligate the Company to register any Shares under federal, state or
foreign law.  The Shares issued under the Plan may be subject to such
other restrictions on transfer as determined by the Committee.

     

    (b) No Right to Continued
Employment or Service.  Neither the Plan nor any action taken
thereunder shall be construed as giving any Participant the right to be retained
in the employ or service of the Company or any of its Subsidiaries, nor shall it
interfere in any way with any right of the Company or any of its Subsidiaries to
terminate any Participant’s employment or service at any time in accordance with
applicable law.  Under no circumstances will any Participant ceasing
to be an Employee be entitled to any compensation for any loss of any right or
benefit or prospective right or benefit under the Plan which he might otherwise
have enjoyed whether such compensation is claimed by way of damages for wrongful
dismissal or other breach of contract or by way of compensation for loss of
office or otherwise howsoever.

     

    (c) Taxes.  The
Company or any Subsidiary is authorized to withhold from any Award granted, any
payment relating to an Award under the Plan, including from a distribution of
Shares, or any payroll or other payment to an Employee, amounts of withholding
social insurance, levies and other taxes due in connection with any transaction
involving an Award, and to take such other action as the Committee may deem
advisable to enable the Company and Employee to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any
Award.  This authority shall include authority to withhold or receive
Shares or other property and to make cash payments in respect thereof in
satisfaction of an Employee’s tax obligations; provided, however, that the
amount of tax withholding to be satisfied by withholding Shares shall be limited
to the minimum amount of taxes and any amount of social insurance and/or levies,
including employment taxes, required to be withheld under applicable Federal,
state and local law.

     

    (d) Changes to the Plan and
Awards.  The Board may amend, alter, suspend, discontinue, or
terminate the Plan or the Committee’s authority to grant Awards under the Plan
without the consent of shareholders of the Company or Participants, except that
any such amendment or alteration shall be subject to the approval of the
Company’s shareholders to the extent such shareholder approval is required under
the rules of any stock exchange or automated quotation system on which the
Shares may then be listed or quoted or any applica-

     


    
      
         


      

      
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    ble law,
regulation or rule; provided, however, that,
without the consent of an affected Participant, no amendment, alteration,
suspension, discontinuation, or termination of the Plan may materially and
adversely affect the rights of such Participant under any Award theretofore
granted to him or her.  The Committee may waive any conditions or
rights under, amend any terms of, or amend, alter, suspend, discontinue or
terminate, any Award theretofore granted, prospectively or retrospectively;
provided, however, that,
without the consent of a Participant, no amendment, alteration, suspension,
discontinuation or termination of any Award may materially and adversely affect
the rights of such Participant under any Award theretofore granted to him or
her.

     

    (e) No Rights to Awards; No
Shareholder Rights.  No Employee shall have any claim to be
granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Employees.  No Award shall confer on any Participant any
of the rights of a shareholder (including, but not limited to, shareholder
voting rights or rights to dividends) of the Company unless and until Shares are
duly issued or transferred to the Participant in accordance with the terms of
the Award.

     

    (f) Unfunded Status of
Awards.  The Plan is intended to constitute an “unfunded” plan
for incentive compensation.  With respect to any payments not yet made
to a Participant pursuant to an Award, nothing contained in the Plan or any
Award shall give any such Participant any rights that are greater than those of
a general creditor of the Company; provided, however, that the
Committee may authorize the creation of trusts or make other arrangements to
meet the Company’s obligations under the Plan to deliver cash, Shares, other
Awards, or other property pursuant to any Award, which trusts or other
arrangements shall be consistent with the “unfunded” status of the Plan unless
the Committee otherwise determines with the consent of each affected
Participant.

     

    (g) Provision of Financial
Assistance.  The Company (or any Subsidiary) may from time
to time at the absolute discretion of the Board (or in the case of a Subsidiary
of its board) provide monies to, make loans to, guarantee loans for, or provide
any form of financial assistance permitted by applicable law to or for such one
or more Participants as it deems fit in order to assist such Participant(s) to
acquire Shares on foot of Awards.  Any loan or guarantee shall be on such
terms as to repayment, interest or otherwise as the Board (or in the case of a
Subsidiary as its board) may determine.

     

    (h) Nonexclusivity of the
Plan.  Neither the adoption of the Plan by the Board nor its
submission to the shareholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of options and other awards otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific
cases.

     


    
      
         


      

      
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    (i) Not Compensation for Benefit
Plans.  No Award payable under this Plan shall be deemed salary
or compensation for the purpose of computing benefits under any benefit plan or
other arrangement of the Company for the benefit of its employees, consultants
or directors unless the Company shall determine otherwise.

     

    (j) No Fractional
Shares.  No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award.  The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in lieu of
such fractional Shares or whether such fractional Shares or any rights thereto
shall be forfeited or otherwise eliminated.

     

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

     

    (l) Effective Date; Plan
Termination.  This Plan shall become effective as of July 21,
2008 (the “Effective Date”), subject to approval by the shareholders of the
Company.  The Plan shall terminate as to future awards on the date
which is ten (10) years after the Effective Date.

     

    (m) Section 409A
..   It is intended that the Plan and Awards issued thereunder
will comply with Section 409A of the Code (and any regulations and guidelines
issued thereunder) to the extent the Awards are subject thereto, and the Plan
and such Awards shall be interpreted on a basis consistent with such
intent.  The Plan and any Award Agreements issued thereunder may be
amended in any respect deemed by the Board or the Committee to be necessary in
order to preserve compliance with Section 409A of the Code.

     

    (n) Titles and
Headings.  The titles and headings of the sections in the Plan
are for convenience of reference only.  In the event of any conflict,
the text of the Plan, rather than such titles or headings, shall
control.

     

    
 

     

     

     

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