ex4_1.htm


     

     

     

    Exhibit 4.1


    


    


    


    


    


    ICON
plc

    SHARE
OPTION PLAN 2003

    As
updated 26th October
2006 for the Bonus Share Issue and further updated 5th
February 2007

    (FOR
EMPLOYEES AND SALARIED DIRECTORS)

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

    


    
      	
              1.

            	
              INTRODUCTION

            	
              4

            
	 
      	 
      	 
      
	
              2.

            	
              ADMINISTRATION

            	
              4

            
	
              2.1.

            	
              Administration by Committee

            	
              4

            
	
              2.2.

            	
              Committee Responsibilities

            	
              4

            
	
              2.3.

            	
              No Right to Participation

            	
              4

            
	 
      	 
      	 
      
	
              3.

            	
              SHARES AVAILABLE FOR GRANTS

            	
              4

            
	
              3.1.

            	
              Basic Limitation

            	
              4

            
	
              3.2.

            	
              Additional Shares

            	
              4

            
	 
      	 
      	 
      
	
              4.

            	
              ELIGIBILITY

            	
              4

            
	
              4.1.

            	
              General Rules

            	
              4

            
	 
      	 
      	 
      
	
              5.

            	
              OPTIONS

            	
              4

            
	
              5.1.

            	
              Stock Option Agreement

            	
              4

            
	
              5.2.

            	
              Transfer of Awards

            	
              5

            
	
              5.3.

            	
              Waiver of an Option and failure to complete Stock
      Option Agreement

            	
              5

            
	
              5.4.

            	
              Number of Shares

            	
              5

            
	
              5.5.

            	
              Exercise Price

            	
              5

            
	
              5.6.

            	
              Exercisabilitv and Term

            	
              5

            
	
              5.7.

            	
              Acceleration Upon Change in
      Control

            	
              5

            
	
              5.8.

            	
              Modification or Assumption of
      Options

            	
              5

            
	
              5.9.

            	
              Liquidation

            	
              5

            
	 
      	 
      	 
      
	
              6.

            	
              PAYMENT FOR OPTION SHARES

            	
              5

            
	
              6.1.

            	
              General Rule

            	
              5

            
	
              6.2.

            	
              Exercise/Sale

            	
              6

            
	
              6.3.

            	
              Other forms of Payment

            	
              6

            
	 
      	 
      	 
      
	
              7.

            	
              ADJUSTMENT OF SHARES

            	
              6

            
	
              7.1.

            	
              Adjustments

            	
              6

            
	
              7.2.

            	
              Reorganisation

            	
              6

            
	 
      	 
      	 
      
	
              8.

            	
              LIMITATION ON RIGHTS

            	
              6

            
	
              8.1.

            	
              Retention Rights and Cessation of
      Employment

            	
              6

            
	
              8.2.

            	
              Shareholders’ Rights

            	
              6

            
	
              8.3.

            	
              Regulatory Requirements

            	
              7

            
	 
      	 
      	 
      
	
              9.

            	
              WITHHOLDING TAXES

            	
              7

            
	 
      	 
      	 
      
	
              10.

            	
              FUTURE OF THE PLAN

            	
              7

            
	
              10.1.

            	
              Term of the Plan

            	
              7

            
	
              10.2

            	
              .Amendment or Termination

            	
              7

            
	 
      	 
      	 
      
	
              11.

            	
              DEFINITIONS

            	
              7

            
	
              11.1.

            	
              Award

            	
              7

            
	
              11.2.

            	
              Board

            	
              7

            
	
              11.3.

            	
              Change in
      Control

            	
              7

            
	
              11.4.

            	
              Code

            	
              8

            
	
              11.5.

            	
              Committee 

            	
              8

            
	
              11.6.

            	
              Company

            	
              8

            
	
              11.7.

            	
              Date of Grant

            	
              8

            


    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


    
      	
              11.8.

            	
              Employee

            	
              8

            
	
              11.9.

            	
              Exchange Act

            	
              8

            
	
              11.10.

            	
              Exercise Price .

            	
              8

            
	
              11.11.

            	
              Internal Revenue
      Service .

            	
              8

            
	
              11.12.

            	
              Market
    Value

            	
              8

            
	
              11.13.

            	
              NSO

            	
              8

            
	
              11.14.

            	
              Option 

            	
              9

            
	
              11.15.

            	
              Optionee 

            	
              9

            
	
              11.16.

            	
              Ordinary Share 

            	
              9

            
	
              11.17.

            	
              Outstanding Shares 

            	
              9

            
	
              11.18.

            	
              Plan 

            	
              9

            
	
              11.19.

            	
              Securities and Exchange
      Commission

            	
              9

            
	
              11.20.

            	
              Share 

            	
              9

            
	
              11.21.

            	
              Stock Option
      Agreement

            	
              9

            
	
              11.22.

            	
              Subsidiary 

            	
              9

            


    

    


    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    ICON
plc

    SHARE OPTION PLAN
2003

    ( as updated 26 October
2006)

    


    
      	
              1.  

            	
              INTRODUCTION

            


    

    


    The Plan
is established pursuant to a resolution of shareholders dated 17th January
2003.  The purpose of the Plan is to establish an employees’ share
scheme within the meaning of Section 2 of the Companies (Amendment) Act 1983 as
a share incentive scheme 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 Options which will constitute NSO’s.  The
Plan shall be governed by, and construed in accordance with, the laws of
Ireland.

    


    
      	
              2.  

            	
              ADMINISTRATION

            


    

    


    
      	
              2.1.  

            	
              Administration by
      Committee.  The Plan shall be administered by the
      Committee.

            


    

    


    
      	
              2.2.  

            	
              Committee
      Responsibilities.  The Committee shall (a) select the
      Employees who are to receive Awards under the Plan, (b) determine the
      type, number, vesting requirements and other conditions of such Awards,
      (c) interpret the Plan and (d) 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.

            


    

    


    
      	
              2.3.  

            	
              No Right to
      Participation.  No person shall be entitled as of right
      to participate in the Plan, and decisions regarding participation shall be
      made by the Committee in its absolute
  discretion.

            


    

    


    
      	
              3.  

            	
              SHARES
      AVAILABLE FOR GRANTS

            


    

    


    
      	
              3.1.  

            	
              Basic
      Limitation.  Any Shares over which Options may be issued
      pursuant to the Plan shall be authorised but unissued shares. The
      aggregate number of Shares that may be issued under the Plan shall not
      exceed 3,000,000 Shares. In addition, the aggregate number of Shares that
      may be issued pursuant to Options awarded under the Plan shall not in any
      event exceed 10% of the Outstanding Shares at the time of the grant unless
      the Board expressly determines otherwise. The maximum number of Shares
      with respect to which Options may be granted under the Plan during any
      calendar year to any Employee shall be 200,000 Shares. The Company shall
      keep available sufficient authorised but unissued Shares to meet in full
      the exercise of all Options. The limitations of this Section 3.1 shall be
      subject to adjustment pursuant to Article
7.

            


    

    


    
      	
              3.2.  

            	
              Additional
      Shares.  If any Options are forfeited or if any Options
      terminate for any other reason before being exercised, then Shares subject
      to such Options shall again become available for Awards under the
      Plan.

            


    

    


    
      	
              4.  

            	
              ELIGIBILITY

            


    

    


    
      	
              4.1.  

            	
              General
      Rules.  Only Employees shall be eligible for designation
      as participants by the Committee.

            


    

    


    
      	
              5.  

            	
              OPTIONS

            


    

    


    
      	
              5.1.  

            	
              Stock Option
      Agreement. Each grant of an Option under the Plan (unless the
      Committee determines otherwise in its absolute discretion) shall be
      evidenced by a Stock Option Agreement between the Optionee and the
      Company.  Such Option shall be subject to all applicable terms
      of the Plan and may be subject to any other terms that are not
      inconsistent with the
Plan.  The

            


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    provisions
of the various Stock Option Agreements entered into under the Plan need not be
identical.

    


    
      	
              5.2.  

            	
              Transfer of
      Awards.  Options shall not be transferable, save that an
      Option Agreement may permit a transfer of the Option on death to an
      Optionee’s personal representatives, by will or the laws for intestate
      succession.  The transferee of an Option shall be bound by the
      provisions of this Plan and the Stock Option Agreement entered into by the
      Optionee 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.

            


    

    


    
      	
              5.3.  

            	
              Waiver of an Option
      and failure to complete Stock Option Agreement.  An
      Optionee may by notice in writing given within 60 days of the Date of
      Grant of an Option disclaim in whole or in part his or her rights under
      that Option in which case the Option, or that portion of the Option
      disclaimed, shall for all purposes be deemed not to have been
      granted.  Unless the Committee determines otherwise in its
      absolute discretion, it shall be a condition of the grant of an Option
      that an Optionee completes a Stock Option Agreement and where an Optionee
      fails to do so within any time specified by the Committee, that Option
      shall be deemed not to have been
granted.

            


    

    


    
      	
              5.4.  

            	
              Number of
      Shares.  Each Stock Option Agreement shall specify the
      number of Shares over which the Option is granted and shall provide for
      the adjustment as provided in Article 7. An Optionee may elect, upon
      exercise of an Option, to acquire Ordinary Shares of the
      Company.

            


    

    


    
      	
              5.5.  

            	
              Exercise
      Price.  Each Stock Option Agreement shall specify the
      Exercise Price. The Exercise Price shall not be less than 100% of the
      Market Value of a Share.

            


    

    


    
      	
              5.6.  

            	
              Exercisabilitv and
      Term. Each Stock Option Agreement shall specify the date when all
      or any instalment of the Option may be exercised.  The Stock
      Option Agreement shall also specify the term of the Option; provided that
      the term of an Option shall in no event exceed 10 years from the date of
      grant.  A Stock Option Agreement may provide for accelerated
      exercisability in the event of the Optionee’s death or disability or other
      events and may provide for expiration prior to the end of its term in the
      event of the termination of the Optionee’s
  service.

            


    

    


    
      	
              5.7.  

            	
              Acceleration Upon
      Change in Control.  The Committee may determine, at the
      time of granting an Option or thereafter, that such Option shall become
      exercisable as to all or part of the Shares subject to such Option in the
      event that a Change in Control occurs with respect to the
      Company.

            


    

    


    
      	
              5.8.  

            	
              Modification or
      Assumption of Options. Within the limitations of the Plan, the
      Committee may modify, extend or assume (i.e., succeed by operation of
      contract to all rights and obligations under) outstanding Options or
      accept the cancellation of outstanding options (whether granted by the
      Company or by another issuer) in return for the grant of new Options for
      the same or a different number of Shares and at the same or a different
      Exercise Price. Any other provision of the Plan notwithstanding, no
      modification of an Option shall, without the consent of the Optionee,
      alter or impair his or her rights or obligations under such
      Option.

            


    

    


    
      	
              5.9.  

            	
              Liquidation.  In
      the event of the liquidiation, dissolution or other winding up of the
      Company, all Options shall cease to be exercisable (unless the Committee
      at its sole discretion shall determine otherwise). Optionees shall not be
      entitled to damages or other compensation of any
  kind.

            


    

    


    
      	
              6.  

            	
              PAYMENT
      FOR OPTION SHARES

            


    

    


    
      	
              6.1.  

            	
              General
      Rule.  The entire Exercise Price of Shares issued upon
      exercise of Options shall be payable in cash at the time when such Shares
      are acquired, except that the Stock Option Agreement may specify that
      payment may be made in any other form(s) described in this Article
      6.

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    


    


    
      	
              6.2.  

            	
              Exercise/Sale.  If
      permitted by the applicable Stock Option Agreement, payment may be made by
      delivery (on a form prescribed by the Company) of an irrevocable direction
      to a securities broker approved by the Company to sell Shares and to
      deliver all or part of the sales proceeds to the Company in payment of all
      or part of the Exercise Price and any withholding
  taxes.

            


    

    


    
      	
              6.3.  

            	
              Other forms of
      Payment.  If permitted by the applicable Stock Option
      Agreement, payment may be made in any other form that is consistent with
      applicable laws, regulations and
rules.

            


    

    


    
      	
              7.  

            	
              ADJUSTMENT
      OF SHARES

            


    

    


    
      	
              7.1.  

            	
              Adjustments.  In
      the event of a subdivision of the outstanding 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
      recapitalization, or a spin-off, the Committee shall make appropriate
      adjustments in one or more of (a) the number of Shares available for
      future Awards under Article 3, (b) the number of Shares covered by each
      outstanding Option and (c) the Exercise Price under each outstanding
      Option. Except as provided in this Article 7, an Optionee 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.

            


    

    


    
      	
              7.2.  

            	
              Reorganisation.  In
      the event that the Company is a party to a merger, takeover or other
      reorganisation, outstanding Options shall be subject to the agreement of
      merger or reorganisation or the agreed terms of the takeover. Such
      agreement may provide, without limitation, for the assumption of
      outstanding Awards by the surviving company (the term “surviving company”
      for purposes of this Section 7.2 shall include reference to an acquiring
      company in a takeover situation) or its parent, for the substitution of
      options on the stock of the surviving company or its parent, or for the
      continuation of Options by the Company (if the Company is a surviving
      company). In the event the Company is not the surviving company and the
      surviving company will not assume the outstanding Options, the agreement
      of merger, consolidation or takeover shall provide for (a) payment of a
      cash settlement equal to the difference between the amount to be paid for
      the Shares covered by the Option and the aggregate Exercise Price, (b) the
      acceleration of the exercisability of such outstanding Options followed by
      the cancellation of Options not exercised or (c) substitution of an option
      in the surviving company for the Option; all in any case without the
      Optionees’ consent. Any cancellation shall not occur earlier than 30 days
      after such acceleration is effective and Optionees have been notified of
      such acceleration.

            


    

    


    
      	
              8.  

            	
              LIMITATION
      ON RIGHTS

            


    

    


    
      	
              8.1.  

            	
              Retention Rights and
      Cessation of Employment.  Neither the Plan nor any Option
      granted under the Plan shall be deemed to give any individual a right to
      remain an employee or director of the Company or a Subsidiary. The Company
      and its Subsidiaries reserve the right to terminate the service of any
      employee or director at any time, with our without cause, subject to
      applicable laws, the Company’s Memorandum and Articles of Association and
      a written employment agreement (if any).  Under no circumstances
      will any Optionee 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.

            


    

    


    
      	
              8.2.  

            	
              Shareholders’
      Rights.  An Optionee shall have no dividend rights,
      voting rights or other rights as a shareholder with respect to any Shares
      covered by his or her Award prior to filing the proper Notice of Exercise
      and tendering the Exercise Price for such Shares. No adjustment shall be
      made for cash dividends or other rights for which the record date is prior
      to the date when such Notice of Exercise and tender of Exercise Price is
      given, except as expressly provided in Article
  7.

            


    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    


    


    
      	
              8.3.  

            	
              Regulatory
      Requirements.  Any other provision of the Plan
      notwithstanding, the obligation of the Company to issue Shares under the
      Plan shall be subject to all applicable laws, rules and regulations and
      such approval by any regulatory body as may be required. The Company
      reserves the right to restrict, in whole or in part, the delivery of
      Shares pursuant to any Award prior to the satisfaction of all legal
      requirements relating to the issuance of such Shares, to their
      registration, qualification or listing or to an exemption from
      registration, qualification or
listing.

            


    

    


    
      	
              9.  

            	
              WITHHOLDING
      TAXES

            


    

    


    If
withholding tax obligations arise under federal, state, local or foreign law in
connection with any transaction under the Plan, then the Employee, beneficiary
or other person who is subject to such obligations shall make arrangements
satisfactory to the Company to meet such obligations. The Company shall not be
required to issue any Shares or make any cash payment under the Plan until such
obligations are satisfied.

    


    
      	
              10.  

            	
              FUTURE
      OF THE PLAN

            


    

    


    
      	
              10.1.  

            	
              Term of the
      Plan.  The Plan, as set forth herein, shall become
      effective as of the date of its approval by the Company’s shareholders at
      an Annual General Meeting to be held on the 17th
      January 2003. The Plan shall remain in effect until it is terminated under
      Section 10.2, except that no Option shall be granted after the 17th
      January 2013.

            


    

    


    
      	
              10.2.  

            	
              Amendment or
      Termination.  The Board may, at any time and for any
      reason, amend or terminate the Plan. An amendment of the Plan shall be
      subject to the approval of the Company’s shareholders only to the extent
      required by applicable laws, regulations or rules. No Awards shall be
      granted under the Plan after the termination thereof. The termination of
      the Plan, or any amendment thereof, shall not affect any Option previously
      granted under the Plan. Notwithstanding such termination, the Company
      shall continue to act, administer and manage the Plan in accordance with
      its terms.

            


    

    


    
      	
              11.  

            	
              DEFINITIONS

            


    

    


    
      	
              11.1.  

            	
              Award means any grant of
      an Option under the Plan.

            


    

    


    
      	
              11.2.  

            	
              Board means the
      Company’s Board of Directors, as constituted from time to
      time.

            


    

    


    
      	
              11.3.  

            	
              Change in Control
      means:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      consummation of a merger or consolidation of the Company with or into
      another entity or any other corporate reorganisation, 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;

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      	
               
      

            	
              (c)

            	
              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

            


    

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    


    


    
      	
               
      

            	
              (d)

            	
              Any
      transaction as a result of which any person is the “beneficial owner” (as
      defined in Rule 1 3d-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, (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, (iii) Ronan Lambe, and
      (iv) John Climax.

            


    

    


    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.

    


    
      	
              11.4.  

            	
              Code means the US
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
              11.5.  

            	
              Committee means the
      Compensation Committee of the Board or such other committee of the Board,
      as the Board may appoint to administer the Plan from time to
      time.

            


    

    


    
      	
              11.6.  

            	
              Company means ICON plc,
      an Irish corporation and its successor
  corporations.

            


    

    


    
      	
              11.7.  

            	
              Date of Grant means the
      date of the Committee resolution under which an Option is granted or as
      otherwise specified in the Committee resolution approving the Option
      Grant.

            


    

    


    
      	
              11.8.  

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

            


    

    


    
      	
              11.9.  

            	
              Exchange Act means the
      US Securities Exchange Act of 1934, as
amended.

            


    

    


    
      	
              11.10.  

            	
              Exercise Price means the
      amount for which one Share may be acquired upon exercise of an Option, as
      specified in the applicable Stock Option
  Agreement.

            


    

    


    
      	
              11.11.  

            	
              Internal Revenue Service
      means the US Internal Revenue
Service.

            


    

    


    
      	
              11.12.  

            	
              Market Value means the
      market price of Shares on the day preceding the Date of Grant, determined
      by the Committee as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      Shares were traded on a stock exchange on the date in question, then the
      Market Value shall be equal to the higher of par and the closing price
      reported for such date by the applicable composite-transactions report;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      (a) is not applicable, the Market Value shall be determined by the
      Committee in good faith on such basis as it deems
    appropriate.

            


    

    


    Whenever
possible, the determination of 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.

    


    
      	
              11.13.  

            	
              NSO means an employee
      stock option not described in section 422 or 423 of the
    Code.

            


    

    


    
      	
              11.14.  

            	
              Option means a NSO
      granted under the Plan and entitling the holder to purchase by way of
      subscription (as such term is understood under Irish law)
      Shares.

            


    

    


    
      	
              11.15.  

            	
              Optionee means an
      individual or estate who holds an
Option.

            


    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    


    
      	
              11.16.  

            	
              Ordinary Share means one
      ordinary share in the capital of the
Company.

            


    

    


    
      	
              11.17.  

            	
              Outstanding Shares means
      the total issued Ordinary Shares and the Shares issuable under the options
      granted to Allan Morgan, William Taaffe and Syu Tanaka each dated 1
      January 1997.

            


    

    


    
      	
              11.18.  

            	
              Plan means this ICON plc
      Share Option Plan 2003, as it may be amended from time to
      time.

            


    

    


    
      	
              11.19.  

            	
              Securities and Exchange
      Commission means the US Securities and Exchange
      Commission.

            


    

    


    
      	
              11.20.  

            	
              Share 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.

            


    

    


    
      	
              11.21.  

            	
              Stock Option Agreement
      means the agreement between the Company and an Optionee which contains the
      terms, conditions and restrictions pertaining to his or her Option and
      which shall be in such form as the Committee shall determine in its
      absolute discretion.

            


    

    


    
      	
              11.22.  

            	
              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.

            


    

    


     

     

     

     

     

     

     

     

     

     

     

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