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                                                                    EXHIBIT 10.2

                                  GLOBALSANTAFE
                          2003 LONG-TERM INCENTIVE PLAN

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                               ADOPTED MAY 6, 2003

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                                  GLOBALSANTAFE
                          2003 LONG-TERM INCENTIVE PLAN

                               SECTION 1 - GENERAL

         1.1      Purpose. The GlobalSantaFe 2003 Long-Term Incentive Plan (the
"Plan") has been established by GlobalSantaFe Corporation (the "Company")
effective March 4, 2003, to (i) attract and retain persons eligible to
participate in the Plan, (ii) motivate Participants by means of appropriate
incentives to achieve long-range goals, (iii) provide incentive compensation
opportunities using the Company's ordinary shares or cash that are competitive
with those of other similar companies, and (iv) further identify Participants'
interests with those of the Company's other shareholders through compensation
that is based on the Company's ordinary shares, thereby promoting the long-term
financial interest of the Company and the Related Companies, including growth in
value of the Company's equity and enhancement of long-term stockholder return.

         1.2      Participation. Subject to the terms and conditions of the
Plan, the Committee shall determine and designate from time to time, from among
the Eligible Individuals, those persons who will be granted one or more Awards
under the Plan and thereby become "Participants" in the Plan. At the discretion
of the Committee, a Participant may be granted any Award permitted under the
provisions of the Plan, and more than one Award may be granted to a Participant.
Awards may be granted as alternatives to or in replacement of (a) awards
outstanding under the Plan or any other plan or arrangement of the Company or a
Related Company, or (b) awards outstanding under a plan or arrangement of a
business or entity all or part of which is acquired by the Company or a Related
Company; provided, however, that except for adjustments described in paragraph
(c) of subsection 7.2, the Grant Price of any Option or SAR shall not be
decreased including by means of issuance of a substitute Option or SAR with a
lower Grant Price.

         1.3      Operation and Administration. The operation and administration
of the Plan, including the Awards made under the Plan, shall be subject to the
provisions of Section 7 (relating to operation and administration).

         1.4      Construction and Definitions. Where the context admits, words
in any gender shall include any other gender, words in the singular shall
include the plural and the plural shall include the singular. Capitalized terms
in the Plan shall be defined as set forth in the Plan, including the definition
provisions of Section 2.

                            SECTION 2 - DEFINED TERMS

                  For purposes of the Plan, the terms listed below shall be
defined as follows:

(a)      Agreement. The term "Agreement" has the meaning ascribed to it in
         subsection 7.10.

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(b)      Award. The term "Award" means any award or benefit granted to any
         Participant under the Plan, including without limitation the grant of
         Options, SARs, Stock Awards, Cash Awards or Performance Awards.

(c)      Board. The term "Board" means the Board of Directors of the Company.

(d)      Cash Award. The term "Cash Award" has the meaning ascribed to it in
         subsection 5.1.

(e)      Code. The term "Code" means the Internal Revenue Code of 1986, as
         amended. A reference to any provision of the Code shall include
         reference to any successor provision of the Code.

(f)      Committee. The term "Committee" has the meaning ascribed to it in
         subsection 8.1.

(g)      Company. The term "Company" has the meaning ascribed to it in
         subsection 1.1.

(h)      Effective Date. The term "Effective Date" has the meaning ascribed to
         it in subsection 7.1.

(i)      Eligible Individual. The term "Eligible Individual" shall mean any
         employee of the Company or a Related Company, any consultant or other
         person providing key services to the Company or a Related Company, any
         person to whom an offer of employment has been made by the Company or a
         Related Company and is expected to become such an employee within the
         following six months, and any Non-Employee Director.

(j)      Exercise Price. The term "Exercise Price" has the meaning ascribed to
         it in paragraph (c) of subsection 3.1.

(k)      Fair Market Value. For purposes of determining the "Fair Market Value"
         of a share of Stock, the following rules shall apply:

         (i)      If the Stock is at the time listed or admitted to trading on
                  any stock exchange, then the "Fair Market Value" shall be the
                  mean between the lowest and highest reported sale prices of
                  the Stock on the date in question on the principal exchange on
                  which the Stock is then listed or admitted to trading;
                  provided that, in the discretion of the Committee, "Fair
                  Market Value" for purposes of the exercise of an Option or SAR
                  may be the price prevailing on the exchange at the time of
                  exercise. If no reported sale of Stock takes place on the date
                  in question on the principal exchange, then the reported
                  closing asked price of the Stock on such date on the principal
                  exchange shall be determinative of "Fair Market Value."

         (ii)     If the Stock is not at the time listed or admitted to trading
                  on a stock exchange, the "Fair Market Value" shall be the mean
                  between the lowest reported bid price and highest reported
                  asked price of the Stock on the date in question in the
                  over-the-counter market, as such prices are reported in a
                  publication of general circulation selected by the Committee
                  and regularly reporting the market price of the Stock in such
                  market.

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         (iii)    If the Stock is not listed or admitted to trading on any stock
                  exchange or traded in the over-the-counter market, the "Fair
                  Market Value" shall be as determined in good faith by the
                  Committee.

(l)      Incentive Stock Option. The term "Incentive Stock Option" has the
         meaning ascribed to it in paragraph (a) of subsection 3.1.

(m)      Non-Employee Director. The term "Non-Employee Director" shall mean an
         individual serving as a member of the Board who is not an employee of
         the Company or a Related Company.

(n)      Non-Qualified Stock Option. The term "Non-Qualified Stock Option" has
         the meaning ascribed to it in paragraph (a) of subsection 3.1.

(o)      Option. The term "Option" has the meaning ascribed to it in paragraph
         (a) of subsection 3. 1.

(p)      Participant. The term "Participant" has the meaning ascribed to it in
         subsection 1.2.

(q)      Plan. The term "Plan" has the meaning ascribed to it in subsection 1.1.

(r)      Performance Award. The term "Performance Award" has the meaning
         ascribed to it in subsection 6.1.

(s)      Pricing Date. The term "Pricing Date" has the meaning ascribed to it in
         paragraph (c) of subsection 3.1.

(t)      Prior Plans. The term "Prior Plans" has the meaning ascribed to it in
         paragraph (a) of subsection 7.2.

(u)      Qualified Performance Award. The term "Qualified Performance Award" has
         the meaning ascribed to it in subsection 6.2.

(v)      Related Company. The term "Related Company" means any subsidiary of the
         Company and any other business venture in which the Company has a
         significant interest as determined in the discretion of the Committee.

(w)      SAR. The term "SAR" has the meaning ascribed to it in paragraph (b) of
         subsection 3.1.

(x)      Stock. The term "Stock" means the ordinary shares, $.01 par value per
         share, of the Company.

(y)      Stock Award. The term "Stock Award" has the meaning ascribed to it in
         subsection 4.1.

                          SECTION 3 - OPTIONS AND SARS

         3.1      Definitions

(a)      The grant of an "Option" entitles the Participant to purchase shares of
         Stock at an Exercise Price established by the Committee. Options
         granted under this Section 3 may

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         be either Incentive Stock Options or Non-Qualified Stock Options, as
         determined in the discretion of the Committee. An "Incentive Stock
         Option" is an Option that is intended to satisfy the requirements
         applicable to an "incentive stock option" as described in section
         422(b) of the Code and shall comply with, among other things, the
         requirements of subsections 3.2, 3.3 and 7.1 of the Plan. A
         "Non-Qualified Stock Option" is an Option that is not intended to be an
         "incentive stock option" as that term is described in section 422(b) of
         the Code.

(b)      A stock appreciation right (an "SAR") entitles the Participant to
         receive, in cash or Stock (as determined in accordance with subsection
         3.4), value equal to all or a portion of the excess of: (i) the Fair
         Market Value of a specified number of shares of Stock at the time of
         exercise; over (ii) an Exercise Price established by the Committee. A
         SAR may be granted in tandem with an Option, subject to the terms and
         restrictions established by the Committee.

(c)      Exercise Price. The "Exercise Price" of each Option and SAR granted
         under this Section 3 shall be established by the Committee or shall be
         determined by a method established by the Committee; provided, however,
         that the Exercise Price shall not be less than the Fair Market Value of
         a share of Stock as of the Pricing Date. For purposes of the preceding
         sentence, the "Pricing Date" shall be the date on which the Option or
         SAR is granted, except that the Committee may provide that: (a) the
         Pricing Date is the date on which the recipient is hired or promoted
         (or similar event), if the grant of the Option or SAR occurs not more
         than 90 days after the date of such hiring, promotion or other event;
         or (b) if an Option or SAR is granted in tandem with or in substitution
         for an outstanding Award, the Pricing Date is the date of grant of such
         outstanding Award.

         3.2      Exercise. Each Option and each SAR shall be exercisable in
accordance with such terms and conditions and during such periods as may be
established by the Committee; provided, however, that (a) each Option and each
SAR shall be exercisable only during a fixed period of time ending no later than
ten years from the date such Option or SAR is granted, and (b) to the extent
required by the Code, the aggregate Fair Market Value of the shares of Stock
with respect to which Incentive Stock Options granted to any individual
Participant are exercisable for the first time during any calendar year shall
not exceed $100,000, valued at the date or dates the Options are granted, and
any Option designated as an Incentive Stock Option that is in excess of such
limit required by the Code shall be treated as a Non-Qualified Stock Option.

         3.3      Payment of Option Exercise Price. The payment of the Exercise
Price of an Option granted under this Section 3 shall be subject to the
following:

(a)      Subject to the following provisions of this subsection 3.3, the full
         Exercise Price for shares of Stock purchased upon the exercise of any
         Option shall be paid at the time of such exercise except that, in the
         case of an exercise arrangement approved by the Committee and described
         in paragraph (c) of this subsection 3.3, payment may be made as soon as
         practicable after the exercise.

(b)      The Exercise Price shall be payable in cash or by tendering shares of
         Stock (by either actual delivery of shares or by attestation, with such
         shares being valued at Fair Market Value as of the day of exercise),
         excluding any shares deemed unacceptable for any reason by the
         Committee, or in any combination thereof, as determined by the
         Committee.

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(c)      The Committee may permit a Participant to elect to pay the Exercise
         Price upon the exercise of an Option by authorizing a third party to
         sell some or all of the shares of Stock acquired upon exercise of an
         Option and remit to the Company a sufficient portion of the sale
         proceeds to pay the entire Exercise Price and any tax withholding
         resulting from such exercise.

         3.4      Settlement of Award. Distribution following exercise of an
Option or SAR, and shares of Stock distributed pursuant to such exercise, shall
be subject to such conditions, restrictions and contingencies as the Committee
may establish. Settlement of SARs may be made in shares of Stock valued at their
Fair Market Value at the time of exercise, in cash, or in any combination
thereof, as determined in the discretion of the Committee. The Committee may in
its discretion impose such conditions, restrictions and contingencies with
respect to shares of Stock acquired pursuant to the exercise of an Option or an
SAR as the Committee determines to be desirable.

                         SECTION 4 - OTHER STOCK AWARDS

         4.1.     Definition. A "Stock Award" is a grant of shares of Stock or
of a right to receive shares of Stock, or their cash equivalent or a combination
of both, in the future.

         4.2      Restrictions on Stock Awards. Each Stock Award shall be
subject to such terms and conditions, restrictions and contingencies, if any, as
the Committee shall determine. Restrictions and contingencies limiting the right
to receive shares of Stock, or their cash equivalent or a combination of both,
in the future pursuant to a Stock Award shall limit such right for a minimum of
three years from the date such Stock Award is granted or be based on the
achievement of single or multiple performance goals over a period ending at
least one year from the date such Stock Award is granted. Such restrictions
and/or contingencies may terminate or be subject to termination before the
passage of the period of time designated and/or the achievement of such
performance goals only in the event of grants made in connection with the
initial employment or service of a Participant, the death, disability, or
retirement from or other non-cause termination of employment or service with the
Company or a Related Company of the holder of such Stock Award, or in the event
of a change of control, as defined in the terms of such Stock Award, of the
Company or a Related Company. Any unrestricted grant of shares of Stock pursuant
to a Stock Award shall be made only in lieu of salary or bonus that otherwise
would be payable by the Company or a Related Company.

                             SECTION 5 - CASH AWARDS

         5.1      Definition. A "Cash Award" is a cash bonus paid solely on
account of the attainment of one or more objective performance goals that have
been pre-established by the Committee.

         5.2      Restrictions on Cash Awards. Each Cash Award shall be subject
to such terms and conditions, restrictions and contingencies, if any, as the
Committee shall determine. Restrictions and contingencies limiting the right to
receive a cash payment pursuant to a Cash Award shall be based on the
achievement of single or multiple performance goals over a period of time
determined by the Committee. The maximum cash payment to be made to any one
individual pursuant to any Cash Award during any calendar year shall not exceed
$3,000,000.

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                         SECTION 6 - PERFORMANCE AWARDS

         6.1      Definition. A "Performance Award" is an Award made pursuant to
this Plan to a Participant that is subject to the attainment of one or more
performance goals.

         6.2      Restrictions on Performance Awards. Performance Awards not
intended to qualify as qualified performance-based compensation under Section
162(m) of the Code shall be based on achievement of such goals and be subject to
such terms, conditions and restrictions as the Committee or its delegate shall
determine. Performance Awards granted under the Plan that are intended to
qualify as qualified performance-based compensation under Section 162(m) of the
Code ("Qualified Performance Awards") shall be paid, vested or otherwise
deliverable solely on account of the attainment of one or more pre-established,
objective performance goals established by the Committee. The performance goals
may be cumulative, annual or end-of-performance period goals, may be relative to
a peer group or based on increases or changes relative to stated values, and may
be based on any one or more of the following measures: (a) earnings before or
after interest, taxes, depreciation and amortization; (b) earnings per share;
(c) stock price performance; (d) net income (before or after taxes); (e) cash
flow; (f) total shareholder return; (g) revenue growth; (h) return on equity or
on assets or on net investment; (i) profit returns and margins and (j) working
capital or cost containment or reduction. Unless otherwise stated, such a
performance goal need not be based upon an increase or positive result under a
particular business criterion and could include, for example, maintaining the
status quo or limiting economic losses (measured, in each case, by reference to
specific business criteria). In interpreting Plan provisions applicable to
Qualified Performance Awards, it is the intent of the Plan to conform with the
standards of Section 162(m) of the Code and Treasury Regulation
Section 1.162-27(e)(2)(i) as to grants to those Employees whose compensation is,
or is likely to be, subject to Section 162(m) of the Code, and the Committee in
establishing performance goals and interpreting the Plan shall be guided by such
provisions. Prior to the payment of any compensation pursuant to a Qualified
Performance Awards, the Committee must certify in writing that applicable
performance goals and any of the material terms thereof were, in fact,
satisfied. Subject to the foregoing provisions, the terms, conditions and
limitations applicable to any Qualified Performance Awards made pursuant to this
Plan shall be determined by the Committee.

                    SECTION 7 - OPERATION AND ADMINISTRATION

         7.1      Effective Date and Duration. Subject to its approval by the
stockholders of the Company at the Company's 2003 annual meeting of
stockholders, the Plan shall be effective as of March 4, 2003 (the "Effective
Date"); provided, however, that, to the extent Awards are made under the Plan
prior to its approval by stockholders, they shall be contingent on approval of
the Plan by the stockholders of the Company. The Plan shall be unlimited in
duration and, in the event of Plan termination, shall remain in effect as long
as any Awards under it are outstanding; provided, however, that, to the extent
required by the Code, no Incentive Stock Options may be granted under the plan
on a date that is more than ten years from the date the Plan is approved by
stockholders.

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         7.2      Shares Subject to Plan.

(a)      (i)      Subject to the following provisions of this subsection 7.2,
                  the maximum number shares of Stock that may be delivered to
                  Participants and their beneficiaries under the Plan shall be
                  equal to the sum of: (I) 6,000,000 shares of Stock; (II) any
                  shares of Stock available for future awards under the
                  GlobalSantaFe 1998 Stock Option and Incentive Plan, the
                  GlobalSantaFe 2001 Long-Term Incentive Plan and the
                  GlobalSantaFe 2001 Non-Employee Director Stock Option and
                  Incentive Plan, (the "Prior Plans") as of the Effective Date;
                  and (III) any shares of Stock represented by awards granted
                  under the Prior Plans that are forfeited, expire or are
                  canceled without delivery of shares of Stock or which result
                  in the forfeiture of shares of Stock back to the Company. The
                  Committee may from time to time adopt and observe such
                  procedures concerning the counting of shares against the Plan
                  maximum as it may deem appropriate.

         (ii)     Any shares of Stock granted under the Plan that are forfeited
                  because of the failure to meet an Award contingency or
                  condition shall again be available for delivery pursuant to
                  new Awards granted under the Plan. To the extent any shares of
                  Stock covered by an Award are not delivered to a Participant
                  or beneficiary because the Award is forfeited or canceled, or
                  the shares of Stock are not delivered because the Award is
                  settled in cash, such shares shall not be deemed to have been
                  delivered for purposes of determining the maximum number of
                  shares of Stock available for delivery under the Plan.

         (iii)    If the Exercise Price or other purchase price of any stock
                  option or other award granted under the Plan or the Prior
                  Plans is satisfied by tendering shares of Stock to the Company
                  by either actual delivery or by attestation, or if the tax
                  withholding obligation resulting from the settlement of any
                  such option or other award is satisfied by tendering or
                  withholding shares of Stock, only the number of shares of
                  Stock issued net of the shares of Stock tendered or withheld
                  shall be deemed delivered for purposes of determining the
                  maximum number of shares of Stock available for delivery under
                  the Plan.

         (iv)     Shares of Stock delivered under the Plan in settlement,
                  assumption or substitution of outstanding awards or
                  obligations to grant future awards under the plans or
                  arrangements of another entity shall not reduce the maximum
                  number of shares of Stock available for delivery under the
                  Plan, to the extent that such settlement, assumption or
                  substitution is a result of the Company or a Related Company
                  acquiring another entity or an interest in another entity.

(b)      Subject to paragraph (c) of this subsection 7.2, the following
         additional maximums are imposed under the Plan.

         (i)      The entire number of shares of Stock that may be issued
                  pursuant to the Plan may be issued as Incentive Stock Options.

         (ii)     The maximum number of shares of Stock that may be issued in
                  conjunction with Awards granted pursuant to Section 4
                  (relating to Stock Awards) shall be 500,000 shares.

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         (iii)    The maximum number of shares of Stock that may be covered by
                  Awards granted to any one employee during any one calendar
                  year pursuant to this Plan shall be 400,000 shares. The
                  maximum number of shares of Stock that may be covered by
                  Awards granted to any one Non-Employee Director during any one
                  calendar year pursuant to this Plan shall be 25,000 shares.

(c)      In the event of a corporate transaction involving the Company
         (including without limitation any stock divided, stock split,
         extraordinary cash dividend, recapitalization, reorganization, merger,
         consolidation, split-up, spin-off, combination or exchange of shares),
         the Committee may adjust Awards to preserve the benefits or potential
         benefits of the Awards. Action by the Committee may include adjustment
         of: (i) the number and kind of shares which may be issued or delivered
         under the Plan; (ii) the number and kind of shares subject to
         outstanding Awards; (iii) the Award limits set forth in paragraph (b)
         of subsection 7.2; and (iv) the Exercise Price of outstanding Options
         and SARs; as well as any other adjustments that the Committee
         determines to be equitable.

         7.3      Limit on Distribution. Distribution of shares of Stock or
other amounts under the Plan shall be subject to the following:

(a)      Notwithstanding any other provision of the Plan, the Company shall have
         no liability to deliver any shares of Stock under the Plan or make any
         other distribution of benefits under the Plan unless such delivery or
         distribution would comply with all applicable laws (including without
         limitation the requirements of the Securities Act of 1933) and the
         applicable requirements of any securities exchange or similar entity.

(b)      To the extent that the Plan provides for the issuance of stock
         certificates to reflect the issuance of shares of Stock, the issuance
         may be effected on a non-certificated basis to the extent not
         prohibited by applicable law or the applicable rules of any stock
         exchange.

         7.4      Tax Withholding. Whenever the Company proposes or is required
to distribute Stock under the Plan, the Company may require the recipient to
remit to the Company, or the Company or any Related Company may withhold from
any payments due or becoming due to the recipient, an amount sufficient to
satisfy any Federal, state and local tax withholding requirements prior to the
delivery of any certificate for such shares; provided, however, that, in the
discretion of the Committee, the Company may withhold from the shares to be
delivered shares with a Fair Market Value sufficient to satisfy all or a portion
of such tax withholding requirements, or the Company may accept delivery of
shares of Stock with a Fair Market Value sufficient to satisfy all or a portion
of such tax withholding requirement, excluding any shares deemed unacceptable
for any reason by the Committee. Whenever under the Plan payments are to be made
to a Participant or beneficiary in cash, such payments may be net of an amount
sufficient to satisfy any Federal, state and local tax withholding requirements.
At the discretion of the Committee, the terms and conditions of any Award may
provide for a cash payment to a Participant equal to any tax the Participant
must pay in connection with the settlement of the Award and/or the disposition
of Stock received upon settlement of the Award. If no provision is made in an
Award regarding excise taxes on golden parachute payments under Section 280G of
the Code, then payments under the Plan will be capped to avoid imposition of the
excise tax and loss of deduction.

         7.5      Shares as Payment. Subject to the overall limitation on the
number of shares of Stock that may be delivered under the Plan, the Committee
may use available shares of Stock, valued at their Fair Market Value, as the
form of payment for any compensation, grants or rights

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earned or due under any other compensation plans or arrangements of the Company
or a Related Company.

         7.6      Dividends and Dividend Equivalents. An Award may provide the
Participant with the right to receive dividends or dividend equivalent payments
with respect to Stock which may be either paid currently or credited to an
account for the Participant, and may be settled in cash or Stock as determined
by the Committee. Any such settlements, and any such crediting of dividends or
dividend equivalents or reinvestment in shares of Stock, may be subject to such
conditions, restrictions and contingencies as the Committee shall establish,
including the reinvestment of such credited amounts in Stock equivalents.

         7.7      Payments. Awards may be settled through cash payments, the
delivery of shares of Stock, the granting of replacement Awards (subject to the
restrictions described in subsection 1.2), or a combination thereof as the
Committee shall determine. Any Award settlement, including payment deferrals,
may be subject to such conditions, restrictions and contingencies as the
Committee shall determine. The Committee may permit or require the deferral of
any Award payment, subject to such rules and procedures as it may establish,
which may include provisions for the payment or crediting of interest or
dividend equivalents, including converting such credits into deferred Stock
equivalents.

         7.8      Transferability. Except as otherwise provided by the
Committee, Awards under the Plan are not transferable. The transfer restrictions
in this Section 7.8 shall not apply to:

         (i)      transfers to the Company,

         (ii)     the designation of a beneficiary to receive benefits in the
                  event of the Participant's death or, if the Participant has
                  died, transfers to or exercise by the Participant's
                  beneficiary, or, in the absence of a validly designated
                  beneficiary, transfers by will or the laws of descent and
                  distribution; provided that, no transfer by will or by the
                  laws of descent and distribution shall be effective to bind
                  the Company unless the Committee shall have been furnished
                  with a copy of the deceased Participant's will or such other
                  evidence as the Committee may deem necessary to establish the
                  validity of the transfer,

         (iii)    transfers pursuant to a domestic relations order,

         (iv)     permitted transfers or exercises on behalf of the Participant
                  by his or her legal representative, if the Participant has
                  suffered a disability,

         (v)      the authorization by the Committee of "cashless exercise"
                  procedures with third parties who provide financing for the
                  purpose of (or who otherwise facilitate) the exercise of
                  Awards consistent with applicable laws and the express
                  authorization of the Committee, or

         (vi)     if permitted by the Committee in the applicable Agreement, a
                  transfer by the Participant to (i) the children or
                  grandchildren of the Participant ("Immediate Family Members"),
                  (ii) a trust or trusts for the exclusive benefit of such
                  Immediate Family Members, or (iii) a partnership or
                  partnerships in which such Immediate Family Members have at
                  least ninety-nine percent (99%) of the equity, profit and loss
                  interests. Subsequent transfers of a transferred Award shall
                  be prohibited except by will or the laws of descent and
                  distribution, unless such transfers are

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                  made to the original Participant or a person to whom the
                  original Participant could have made a transfer in the manner
                  described herein. No transfer shall be effective unless and
                  until written notice of such transfer is provided to the
                  Committee, in the form and manner prescribed by the Committee.
                  Following transfer, the Award shall continue to be subject to
                  the same terms and conditions as were applicable immediately
                  prior to transfer, and, except as otherwise provided in the
                  applicable Agreement, the term "Participant" shall be deemed
                  to refer to the transferee. The consequences of termination of
                  employment or service shall continue to be applied with
                  respect to the original Participant as specified in the
                  Agreement.

         7.9      Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be made and delivered to the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

         7.10     Agreement With Company. At the time of an Award to a
Participant under the Plan, the Committee may require a Participant to enter
into an agreement with the Company (the "Agreement") in a form specified by the
Committee, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions not inconsistent with the Plan as the Committee
may prescribe in its sole discretion.

         7.11     Limitation of Implied Rights.

(a)      Neither a Participant nor any other person shall by reason of the Plan
         acquire any right in or title to any assets, funds or property of the
         Company or any Related Company whatsoever, including without limitation
         any specific funds, assets, or other property which the Company or any
         Related Company, in their sole discretion, may set aside in
         anticipation of a liability under the Plan. A Participant shall have
         only a contractual right to the stock or amounts, if any, payable under
         the Plan, unsecured by any assets of the Company or any Related
         Company. Nothing contained in the Plan shall constitute a guarantee
         that the assets of such companies shall be sufficient to pay any
         benefits to any person.

(b)      The Plan does not constitute a contract of employment, and selection as
         a Participant and/or the grant or an Award will not give any employee
         the right to be retained in the employ of the Company or any Related
         Company, the right to receive any future Award under the Plan, or any
         right or claim to any benefit under the Plan, unless such right or
         claim has specifically accrued under the terms of the Plan. Except as
         otherwise provided in the Plan, no Award under the Plan shall confer
         upon the holder thereof any right as a stockholder of the Company prior
         to the date on which the individual fulfills all conditions for receipt
         of such right.

         7.12     Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent, reliable, and signed, made or presented by the proper
party or parties.

         7.13     Action by Company or Related Company. Any action required or
permitted to be taken by the Company or any Related Company shall be by
resolution of its board of directors, or by action of one or more members of the
board (including a committee of the board) who are

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duty authorized to act for the board, or, except to the extent prohibited by
applicable law or applicable rules of any stock exchange, by a duly authorized
officer of the company.

         7.14     Separate Fund. Neither the Company, the Board or the Committee
has any obligation to create a separate fund for the performance of any cash
payment obligation under the Plan, but any or all of them may, at their own
discretion, create trust funds or similar arrangements for such purpose.

         7.15     Liability for Cash Payments. Each Related Company shall be
liable for payment of cash due under the Plan with respect to any Participant to
the extent that such benefits are attributable to the services rendered for that
Related Company by the Participant. Any disputes relating to liability of a
Related Company for cash payments shall be resolved by the Committee.

                              SECTION 8 - COMMITTEE

         8.1      Administration. The authority to control and manage the
operation and administration of the Plan shall be vested in a committee (the
"Committee") or, as applicable, the Board, in accordance with this Section 8.

         8.2      Selection and Composition of Committee. The Committee shall be
selected by the Board and shall consist of two or more members of the Board who
are not employees of the Company or a Related Company.

         8.3      Powers of Committee. The authority to manage and control the
operation and administration of the Plan with respect to awards to employees or
consultants shall be vested in the Committee, subject to the following:

(a)      Subject to the provisions of the Plan, the Committee will have the
         authority and discretion to select from among the Eligible Individuals
         those persons who shall receive Awards, to determine the time or times
         of receipt, to determine the types of Awards and the number of shares
         covered by the Awards, to establish the terms, conditions, performance
         criteria, restrictions, and other provisions of such Awards, and,
         subject to the same restrictions imposed upon the Board by Section 9,
         to amend, cancel or suspend Awards. In making such Award
         determinations, the Committee may take into account the nature of
         services rendered by the individual, the individual's present and
         potential contribution to the Company's success, and such other factors
         as the Committee deems relevant.

(b)      Subject to the provisions of the Plan, the Committee will have the
         authority and discretion to determine the extent to which Awards under
         the Plan will be structured to conform to the requirements applicable
         to performance-based compensation as described in Code section 162(m)
         and to take such action, establish such procedures, and impose such
         restrictions at the time such Awards are granted as the Committee
         determines to be necessary or appropriate to conform to such
         requirements.

(c)      The Committee will have the authority and discretion to establish terms
         and conditions of Awards as the Committee determines to be necessary or
         appropriate to conform to applicable requirements or practices of
         jurisdictions outside of the United States.

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(d)      The Committee will have the authority and discretion to interpret the
         Plan, to establish, amend and rescind any rules and regulations
         relating to the Plan, to determine the terms and provisions of any
         agreements made pursuant to the Plan, and to make all other
         determinations that may be necessary or advisable for the
         administration of the Plan.

(e)      Any interpretation of the Plan by the Committee and any decision made
         by it under the Plan is conclusive, final and binding.

(f)      At its discretion, the Committee may terminate or suspend the granting
         of Awards under the Plan at any time or from time to time.

(g)      In controlling and managing the operation and administration of the
         Plan, the Committee shall act by a majority of its then members, by
         meeting or by writing filed without a meeting. The Committee shall
         maintain and keep adequate records concerning the Plan and concerning
         its proceedings and acts in such form and detail as the Committee may
         decide.

         8.4      Powers of the Board. Notwithstanding any Plan provision to the
contrary, the Board shall have the same powers, duties, and authority to
administer the Plan with respect to Awards granted to Non-Employee Directors as
the Committee retains with respect to Awards granted to employees and
consultants as described in subsection 8.3 and other applicable Plan provisions.

         8.5      Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee or the
Board may allocate all or any part of their respective responsibilities and
powers to any one or more of their respective members and may delegate all or
any part of its responsibilities and powers to any person or persons. Any such
allocation or delegation may be revoked by the Committee or the Board, as
applicable, at any time.

         8.6      Information to be Furnished to Committee. The Company and
Related Companies shall furnish the Committee or the Board, as applicable, with
such data and information as may be required for it to discharge their
respective duties. The records of the Company and Related Companies as to an
employee's or Participant's employment or other provision of services,
termination of employment or cessation of the provision of services, leave of
absence, re-employment and compensation shall be conclusive on all persons
unless determined to be incorrect. Participants and other persons entitled to
benefits under the Plan must furnish the Committee such evidence, data or
information as the Committee or the Board, as applicable, considers desirable to
carry out the terms of the Plan.

         8.7      Duplicated Signatures. At their discretion, the Committee or
the Board, as applicable, may accept a duplicated signature on any document,
whether faxed, photocopied or otherwise duplicated, which will be effective to
the same extent as an original signature unless there is a showing of fraud or
other wrongdoing, the burden of making such showing being on the person
asserting such fraud or wrongdoing.

                      SECTION 9 - AMENDMENT AND TERMINATION

          The Board may at any time amend, suspend or terminate the Plan,
provided that, subject to subsection 7.2 (relating to certain adjustments to
shares), no amendment or

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termination may in the absence of written consent to the change by the affected
Participant (or, if the Participant is not then living, the affected
beneficiary), adversely affect the rights of any Participant or beneficiary
under any Award granted under the Plan prior to the date such amendment is
adopted by the Board. Notwithstanding the foregoing, the Committee may amend the
Plan by its own action if any such amendment is necessary for the Plan to meet
applicable legal requirements or if the amendment does not materially increase
the Plan costs nor substantially modify the eligibility, vesting or benefit
provisions of the Plan. To the extent required by applicable law or the
requirements of the principal national exchange on which the Stock is listed, a
Plan amendment shall be subject to shareholder approval.

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