<PAGE>
                                                                   EXHIBIT 10.27

                               ILEX ONCOLOGY, INC.

                    2001 UK EMPLOYEE STOCK COMPENSATION PLAN
                          (effective 19 December, 2001)



<PAGE>


                               ILEX ONCOLOGY, INC.
                    2001 UK EMPLOYEE STOCK COMPENSATION PLAN

                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                           Section
                                                                           -------
<S>                                                                        <C>
ARTICLE I - PLAN

          Purpose.............................................................1.1
          Term of Plan........................................................1.2

ARTICLE II - DEFINITIONS

          Act.................................................................2.1
          Affiliate ..........................................................2.2
          Award...............................................................2.3
          Board...............................................................2.5
          Committee...........................................................2.6
          Company.............................................................2.7
          Control.............................................................2.8
          Corporate Change....................................................2.9
          Disability.........................................................2.11
          Employee...........................................................2.12
          Exchange Act.......................................................2.13
          Fair Market Value..................................................2.14
          Holder.............................................................2.15
          Non-Employee Director..............................................2.16
          Option.............................................................2.17
          Outside Director...................................................2.18
          Plan...............................................................2.19
          Retirement.........................................................2.20
          Stock..............................................................2.21

ARTICLE III - GENERAL PROVISIONS RELATING TO AWARDS

          Authority to Grant Awards...........................................3.1
          Dedicated Shares; Maximum Awards....................................3.2
          Non-Transferability.................................................3.3
          Requirements of Law.................................................3.4
          Recapitalization or Reorganization of the Company...................3.5

ARTICLE IV - OPTIONS

          Exercise Price......................................................4.1
          Duration of Options.................................................4.2
          Amount Exercisable..................................................4.3
          Exercise of Options.................................................4.4
          Exercise on Termination of Employment...............................4.5
          No Rights as Stockholder............................................4.6
</Table>

                                       i


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<Table>

ARTICLE V - ADMINISTRATION

ARTICLE VI - AMENDMENT OR TERMINATION OF PLAN

ARTICLE VII - MISCELLANEOUS
<S>                                                                          <C>
          No Establishment of a Trust Fund....................................7.1
          No Employment or Affiliation Obligation.............................7.2
          Loss of Employment..................................................7.3
          Forfeiture .........................................................7.4
          Evidence of the Award...............................................7.5
          Gender..............................................................7.6
          Headings............................................................7.7
          Other Compensation Plans............................................7.8
          Other Options or Awards.............................................7.9
          Governing Law......................................................7.10
</Table>


                                       ii

<PAGE>

                                    ARTICLE I

                                      PLAN

                  1.1 PURPOSE. The Plan is intended to advance the best
interests of the Company and its stockholders by providing those employees and
directors who have responsibility for the management and growth of the Company
and its Affiliates with additional incentives and an opportunity to obtain or
increase their proprietary interest in the Company, thereby encouraging them to
continue to serve the Company or any of its Affiliates. The Plan, an Appendix to
the Company's 2000 Employee Stock Compensation Plan, is governed and
administered as set forth below.

                  1.2 TERM OF PLAN. The Plan is effective upon the date stated
in the Plan approval letter issued by the Board of the Inland Revenue. No Award
may be granted under the Plan before the Board of the Inland Revenue formally
approves the Plan or after March 31, 2010. The Plan shall remain in effect until
all Awards under the Plan have been satisfied or expired.


                                       1
<PAGE>


                                   ARTICLE II

                                   DEFINITIONS

                  The words and phrases defined in this Article shall have the
meaning set out in these definitions throughout the Plan, unless the context in
which any such word or phrase appears reasonably requires a broader, narrower,
or different meaning.

                  2.1      "ACT" means the Income and Corporation Taxes Act
                           1988.

                  2.2      "AFFILIATE" means any entity in which the Company has
                           an ownership interest of fifty percent (50%) or more,
                           which is a subsidiary within the meaning of Section
                           736 of the Companies Act 1985 and which is under the
                           Control of the Company.

                  2.3      "AWARD" means any Option granted under the Plan.

                  2.4      "AWARD AGREEMENT" means the agreement evidencing the
                           terms of an Award described in Section 7.5.

                  2.5      "BOARD" means the board of directors of the Company.

                  2.6      "COMMITTEE" means a committee of at least two persons
                           appointed by the Board. The Committee shall be
                           comprised solely of persons who are both Non-Employee
                           Directors and Outside Directors.

                  2.7      "COMPANY" means ILEX Oncology, Inc, a Delaware
                           corporation.

                  2.8      "CONTROL" means control as defined in Section 840 of
                           the Act.

                  2.9      "CORPORATE CHANGE" shall have the meaning ascribed to
                           it in Section 3.5.

                  2.10     "DIRECTOR" shall mean an individual who holds the
                           legal office of a director of a company

                  2.11     "DISABILITY" means a medically determinable mental or
                           physical impairment which, in the opinion of a
                           physician selected by the Committee, shall prevent
                           the Holder from engaging in any substantial gainful
                           activity and which can be expected to result in death
                           or which has lasted or can be expected to last for a
                           continuous period of not less than 12 months and
                           which: (a) was not contracted, suffered or incurred
                           while the Holder was engaged in, or did not result
                           from having engaged in, an indictable offence; (b)
                           did not result from alcoholism or addiction to
                           narcotics; and (d) did not result from an
                           intentionally self-inflicted injury.

                  2.12     "EMPLOYEE" means a bona fide employee of the Company
                           or any of its Affiliates who meets the following
                           requirements:


                                       2
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                  (i)      if a Director, is required by the terms of his
                           employment or office to work for the Company or any
                           Affiliate for 25 hours or more per week (exclusive of
                           meal breaks); and

                  (ii)     is not precluded from participation by reference to
                           the "material interest" provisions of paragraph 8 of
                           Schedule 9 to the Act.

                  2.13     "EXCHANGE ACT" means the US Securities Exchange Act
                           of 1934, as amended.

                  2.14     "FAIR MARKET VALUE" of the Stock as of any date means
                           the market value of a share of Stock determined in
                           accordance with the provisions of Part VIII of the
                           Taxation of Chargeable Gains Act 1992 and agreed for
                           the purposes of the Plan with the Inland Revenue on
                           or before that date.

                  2.15     "HOLDER" means an Employee who has been granted an
                           Award, or any person who is entitled to exercise an
                           Award in accordance with the terms of the Plan.

                  2.16     "NON-EMPLOYEE DIRECTOR" means a "non-employee
                           director" as defined in Rule 16b-3 of the Exchange
                           Act.

                  2.17     "OPTION" means a right granted under the Plan to
                           purchase shares of Stock.

                  2.18     "OUTSIDE DIRECTOR" means a member of the Board
                           serving on the Committee who is not a current
                           Employee of the Company, is not a former Employee of
                           the Company who receives compensation for prior
                           services (other than benefits under a tax qualified
                           retirement plan) during the taxable year, has not
                           been an officer of the Company and does not receive
                           remuneration from the Company either directly or
                           indirectly, in any capacity other than as a Director.

                  2.19     "PLAN" means the ILEX Oncology, Inc. 2001 UK Employee
                           Stock Compensation Plan, as set forth in this
                           document and as it may be amended from time to time.

                  2.20     "RETIREMENT" means the termination of an Employee's
                           employment relationship with the Company and all
                           Affiliates after completing at least five years of
                           service and attaining the age of 65.

                  2.21     "STOCK" means the common stock of the Company, $0.01
                           par value, being shares which comply with the
                           provisions of paragraphs 10 to 14 of Schedule 9 to
                           the Act.

Any reference to legislation in this Plan are to enactments of the United
Kingdom except where any such reference denotes that the legislation is of the
United States of America.


                                       3
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                                   ARTICLE III

                      GENERAL PROVISIONS RELATING TO AWARDS

                  3.1 AUTHORITY TO GRANT AWARDS. The Committee may grant to
those Employees of the Company or any of its Affiliates, Awards under the terms
and conditions of the Plan. Subject only to any applicable limitations set out
in the Plan, the number of shares of Stock to be covered by any Award to be
granted to any person shall be as determined by the Committee.

                  3.2 DEDICATED SHARES; MAXIMUM AWARDS. The total number of
shares of Stock with respect to which Awards may be granted under the Plan shall
be equal to the number of shares reserved for issuance under the Company's 2000
Employee Stock Compensation Plan. The shares of Stock may be treasury shares or
authorized but unissued shares. Any Award shall be limited and take effect so
that the aggregate of the Fair Market Value of the shares covered by the Award
and the fair market value of all shares comprised in subsisting options granted
to the Holder pursuant to the Plan or any other option scheme (other than a
savings-related share option scheme) approved under Schedule 9 to the Act which
is established by the Company or any associated company (within the meaning of
Section 416 of the Act) shall not exceed L.30,000 or such other limit specified
from time to time in paragraph 28(1) of Schedule 9 to the Act. Subject to the
provisions of the immediately preceding sentence, the maximum number of shares
subject to Options which may be issued to any person under the Plan during any
calendar year is 200,000 shares. The number of shares stated in this Section 3.2
shall be subject to adjustment in accordance with the provisions of Section 3.5.

                  If any outstanding Award expires or terminates for any reason
or any Award is surrendered or cancelled, the shares of Stock allocable to the
unexercised portion of that Award may again be subject to an Award under the
Plan.

                  3.3 NON-TRANSFERABILITY. Options shall not be transferable by
the Employee other than by will or under the laws of inheritance, and shall be
exercisable, during the Employee's lifetime, only by him. Any attempt to
transfer an Award other than under the terms of the Plan shall terminate the
Award.

                  3.4 REQUIREMENTS OF LAW. The Company shall not be required to
sell or issue any Stock under any Award if issuing that Stock would constitute
or result in a violation by the Holder or the Company of any provision of any
law, statute, or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option or pursuant to any other
Award, the Company shall not be required to issue any Stock unless the Committee
has received evidence satisfactory to it to the effect that the Holder of that
Award will not transfer the Stock except in accordance with applicable law,
including receipt of an opinion of counsel satisfactory to the Company to the
effect that any proposed transfer complies with applicable law. The
determination by the Committee on this matter shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to, register any
Stock covered by the Plan pursuant to applicable securities laws. In the event
the Stock issuable on exercise of an Option or pursuant to any other Award is
not registered, the Company may imprint on the certificate evidencing the Stock
any legend that counsel for the Company considers necessary or advisable to
comply with applicable law. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of an Option or vesting under
an Award, or the issuance of shares pursuant thereto, to comply with any law or
regulation of any governmental authority.


                                       4
<PAGE>


                  3.5 RECAPITALIZATION OR REORGANIZATION OF THE COMPANY.

(a)      The existence of outstanding Awards shall not affect in any way the
         right or power of the Company or its stockholders to make or authorize
         any or all adjustments, recapitalizations, reorganizations or other
         changes in the Company's capital structure or its business, or any
         merger or consolidation of the Company, or any issue of bonds,
         debentures, preferred or prior preference stock ahead of or affecting
         the Stock or its rights, or the dissolution or liquidation of the
         Company, or any sale or transfer of all or any part of its assets or
         business, or any other corporate act or proceeding, whether of a
         similar character or otherwise.

(b)      If the Company shall effect a subdivision or consolidation of shares or
         other variation in the share capital of the Company, then (a) the
         number, class, and per share price of shares of Stock subject to
         outstanding Awards under this Plan may be appropriately adjusted in
         such a manner as to entitle a Holder to receive upon exercise of an
         Award, for the same aggregate cash consideration, the equivalent total
         number and class of shares he would have received had he exercised his
         Award in full immediately prior to the event in respect of which an
         adjustment is made; and (b) the number and class of shares of Stock
         then reserved to be issued under the Plan may be adjusted by
         substituting for the total number and class of shares of Stock then
         reserved, that number and class of shares of Stock that would have been
         received by the owner of an equal number of outstanding shares of each
         class of Stock as the result of the event in respect of which an
         adjustment is made. Any such adjustment shall be made by the Board,
         whose determination in that respect shall be final, binding and
         conclusive. No adjustment shall be made pursuant to the provisions of
         this paragraph unless and until the Inland Revenue shall have approved
         the proposed adjustment in writing.

(c)      If while unexercised Awards remain outstanding under the Plan (i) a
         merger, consolidation or reorganisation of the Company or a similar
         transaction with or into any other person occurs and as a result of
         such merger, consolidation, reorganisation or transaction, 50 percent
         or less of the combined voting power of the then-outstanding securities
         of the continuing or surviving entity immediately after such merger,
         consolidation, reorganisation or transaction are held in the aggregate
         by the holders of voting stock immediately prior to such merger,
         consolidation, reorganisation or transaction, (ii) the Company sells,
         leases or exchanges or agrees to sell, lease or exchange all or
         substantially all of its assets to any other person or entity (other
         than an entity wholly-owned by the Company), or (iii) the Company is to
         be dissolved and liquidated (each such event is referred to herein as a
         "Corporate Change"), then except as otherwise provided in an Award
         Agreement there shall be no acceleration of the time at which any Award
         then outstanding may be exercised.

(d)      If any company (hereinafter called the "Acquiring Company") shall:-

                  (a)      obtain Control of the Company as a result of making:-

                           (i)      a general offer to acquire the whole of the
                                    issued share capital of the Company (not
                                    already owned by the Acquiring Company)
                                    which offer is made on a condition that if
                                    the condition is satisfied the Acquiring
                                    Company will have Control of the Company; or


                                       5
<PAGE>


                           (ii)     a general offer to acquire all shares of the
                                    Company (not already owned by the Acquiring
                                    Company) which are of the same class as the
                                    shares subject to Awards; or

                  (b)      obtain Control of the Company in pursuance of a
                           compromise or arrangement sanctioned by the Court
                           under Section 425 of the Companies Act 1985 or in
                           pursuance of any other transaction which the Inland
                           Revenue has confirmed to be equivalent to such a
                           compromise or arrangement

                  (c)      become bound or entitled to acquire shares in the
                           Company under Sections 428 to 430F of the Companies
                           Act 1985 or under any other legislation applying to
                           the Company which the Inland Revenue has confirmed to
                           be equivalent to such sections

any Holder may at any time within the appropriate period (as defined in Sections
3.5(d) to (f) below) by agreement with the Acquiring Company release his Award
under the Plan ("the Old Award") in consideration of the grant to him of an
Award ("the New Award") which is equivalent (as defined in this Section 3.5
below) to the Old Award but relates to shares in a company other than the
Company (being either the Acquiring Company or some other company within the
provisions of sub-paragraphs (b) or (c) of paragraph 10 of Schedule 9 to the
Act).

                  For the purposes of this Section 3.5 the appropriate period
means:-

                  (d)      in a case falling within Section 3.5(a) above a
                           period of six months beginning with the time when the
                           Acquiring Company has obtained Control of the Company
                           and (if applicable) any condition subject to which
                           the offer is made is satisfied;

                  (e)      in a case falling within Section 3.5(b) above the
                           period of six months beginning with the time when the
                           court sanctions the compromise or arrangement or
                           equivalent procedure; and

                  (f)      in a case falling within Section 3.5(c) above the
                           period during which the Acquiring Company remains
                           bound or entitled as mentioned in that sub-section.

                  For the purposes of this Section 3.5 the New Award shall be
equivalent to the Old Award if the requirements of paragraphs 15(3)(a) to (d)
inclusive of the said Schedule 9 are met. The New Award shall, for all other
purposes of the Plan, be treated as having been acquired at the same time as the
Old Award.

                  With effect from the date on which a Participant releases the
Old Award in consideration of the grant to him of the New Award Sections 2, 3.3
to 3.5 and 4 to 7 of this Plan shall in relation to the New Award be construed
for the purposes of that New Award as if references directly or indirectly to
"the Company" and to "shares of Common Stock" were references to the Acquiring
Company and to shares in the Acquiring Company or as the case may be the other
company falling within sub-paragraphs (b) or (c) of paragraph 10 of Schedule 9
to the Act.

                  In the event of changes in the outstanding Stock by reason of
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Award and not otherwise provided for by this Section 3.5,
any outstanding Awards may be subject to adjustment by the Committee in its sole
and


                                       6
<PAGE>


absolute discretion as to the number and price of shares of stock or other
consideration subject to such Awards. In the event of any such change in the
outstanding Stock, the aggregate number of shares available under this Plan may
be appropriately adjusted by the Committee, whose determination shall be
conclusive. No adjustment shall be made pursuant to the provisions of this
paragraph unless and until the Inland Revenue shall have approved the proposed
adjustment in writing.

                  The issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services either upon direct sale or upon the exercise of rights
or warrants to subscribe for them, or upon conversion of shares or obligations
of the Company convertible into shares or other securities, shall not affect,
and no adjustment by reason of such issuance shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding Awards.


                                       7
<PAGE>


                                   ARTICLE IV

                                     OPTIONS

                  4.1 EXERCISE PRICE. The price at which Stock may be purchased
under an Option shall not be less than 100 percent of the Fair Market Value of
the shares of Stock on the date the Option is granted. In its discretion, the
Committee may provide that the price at which shares of Stock may be purchased
under an Option shall be more than the minimum price specified above.

                  4.2 DURATION OF OPTIONS. The Committee shall specify the term
of the Option at the time of the grant of the Option provided that no Option
shall be exercisable after the expiration of ten years from the date on which
the Option is granted.

                  4.3 AMOUNT EXERCISABLE. Subject to the provisions of section
3.5 of the Plan, an Option may only be exercised as to one quarter of the number
of shares subject to the Option at the time of grant of the Option (rounded up
to the nearest whole number and, where relevant, adjusted in accordance with
Section 3.5) on and from each anniversary of such grant.

                  4.4 EXERCISE OF OPTIONS. Each Option shall be exercised by the
delivery of notice to the Committee or its duly appointed agent setting forth
the number of shares of Stock with respect to which the Option is to be
exercised, together with cash, cheque, bank draft, or postal or express money
order payable to the order of the Company for an amount equal to the exercise
price under the Option, and/or any other form of payment which is acceptable to
the Committee and with the prior approval of the Inland Revenue, and specifying
the address to which the certificates for the shares are to be mailed. Such
notice to the Committee or its duly appointed agent shall either be by written
notice, or if permitted by the Committee and the Inland Revenue and communicated
to the Holder, communicated electronically. The exercise of the Option will be
effective on the date when the Committee or its duly appointed agent receives
the notice of exercise and payment of the exercise price. As promptly as
practicable after the exercise of the Option and in any event within 30 days
thereafter, the Company shall issue the shares with respect to which the Option
has been exercised in the Holder's name. The Company shall then deliver to the
Holder a stock certificate for the number of shares with respect to which the
Option has been exercised. Shares issued on the exercise of Options shall rank
equally in all respects with the Shares in issue on the date of allotment.

                  An Option may not be exercised for a fraction of a share of
Stock.

                  An Option cannot be exercised if the Holder is (or was at the
date of his death), ineligible to participate in the Plan because of paragraph 8
of Schedule 9 to the Act (material interest provisions).

                  4.5 EXERCISE ON TERMINATION OF EMPLOYMENT.

                  (a) Termination of Employment Other Than As a Result of
Retirement, Death or Disability. An Option shall terminate one day less than
three months after the termination of employment of the Holder with the Company
and all Affiliates for any reason, with or without cause, other than Retirement,
death or Disability. Whether authorized leave of absence or absence on military
or government service shall constitute termination of employment of an Employee
shall be determined by the Committee at that time.


                                       8
<PAGE>


                  (b) Retirement. An Option shall terminate one day less than
one year after the Retirement of the Holder.

                  (c) Death. After the death of the Holder, his executors,
administrators or any persons to whom his Option may be transferred by will or
by the laws of inheritance shall have the right, at any time prior to the
earlier of the Option's expiration or one day less than one year after the death
of the Holder, to exercise it, to the extent to which he was entitled to
exercise it immediately prior to his death.

                  (d) Disability. If, before the expiration of an Option, the
employment of the Holder with the Company and all Affiliates is terminated due
to Disability, the Option shall terminate on the earlier of the Option's
expiration date or one day less than one year after the date of the Holder's
termination of employment. In the event that the Holder's employment with the
Company and all Affiliates is terminated by reason of Disability, the Holder
shall have the right prior to the termination of the Option to exercise the
Option, to the extent to which he was entitled to exercise it immediately prior
to his termination of employment due to Disability.

                  4.6 NO RIGHTS AS STOCKHOLDER. No Holder shall have any rights
as a stockholder with respect to Stock covered by his Option until the date a
stock certificate is issued for the Stock.



                                       9
<PAGE>

                                    ARTICLE V

                                 ADMINISTRATION

                  The Plan shall be administered by the Committee. All questions
of interpretation and application of the Plan and Awards shall be subject to the
determination of the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be as effective as if it had been made
by a majority vote at a meeting properly called and held. Subject to prior
approval of the Inland Revenue in relation to any matter for which such approval
is required, in carrying out its authority under the Plan the Committee shall
have full and final authority and discretion, including but not limited to the
following rights, powers and authorities, to:

                  (a) determine the persons to whom and the time or times at
         which Awards will be made,

                  (b) determine the number of shares and the exercise price of
         Stock covered in each Award, subject to the terms of the Plan,

                  (c) determine the term of an Award,

                  (d) prescribe, amend and rescind rules and regulations
         relating to administration of the Plan, and

                  (e) make all other determinations and take all other actions
         deemed necessary, appropriate, or advisable for the proper
         administration of the Plan.

The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of the Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties provided that the prior approval of the Inland Revenue is
obtained in relation to any such action for which such approval is required.



                                       10
<PAGE>


                                   ARTICLE VI

                        AMENDMENT OR TERMINATION OF PLAN

                  The Board may amend, terminate or suspend the Plan at any
time, in its sole and absolute discretion provided that no such amendment shall
be effective until approved by the Inland Revenue. Awards granted before any
termination or suspension of the Plan will continue to be valid and exercisable,
subject to the terms of an Award, or as otherwise described or provided for in
this Plan.



                                       11
<PAGE>


                                   ARTICLE VII

                                  MISCELLANEOUS

                  7.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set
aside nor shall a trust fund of any kind be established to secure the rights of
any Holder under the Plan.

                  7.2 NO EMPLOYMENT OR AFFILIATION OBLIGATION. The granting of
any Option or Award shall not constitute an employment contract, express or
implied, nor impose upon the Company or any Affiliate any obligation to employ
or continue to employ any Holder. The right of the Company or any Affiliate to
terminate the employment of any person shall not be diminished or affected by
reason of the fact that an Option or Award has been granted to him.

                  7.3 LOSS OF EMPLOYMENT. If any Holder shall cease to be an
Employee for any reason he shall not be entitled by way of compensation for loss
of office or otherwise to any sum or other benefit whatsoever to compensate him
for the loss of any right under the Plan notwithstanding any provision to the
contrary in his contract of employment.

                  7.4 FORFEITURE. Notwithstanding any other provisions of the
Plan, if the Committee finds by a majority vote after full consideration of the
facts that the Holder, before or after termination of his employment with the
Company or an Affiliate for any reason (a) committed or engaged in fraud,
embezzlement, theft, commission of an indictable offence, or proven dishonesty
in the course of his employment by the Company or an Affiliate, which conduct
damaged the Company or Affiliate, or disclosed trade secrets of the Company or
an Affiliate, or (b) participated, engaged in or had a material, financial or
other interest, whether as an employee, officer, director, consultant,
contractor, stockholder, owner, or otherwise, in any commercial endeavour in the
United States or the United Kingdom which is competitive with the business of
the Company or an Affiliate without the written consent of the Company or
Affiliate, the Holder shall forfeit all outstanding Options and all outstanding
Awards. Clause (b) shall not be deemed to have been violated solely by reason of
the Holder's ownership of stock or securities of any publicly owned corporation,
if that ownership does not result in effective control of the corporation.

                  The decision of the Committee as to the cause of the Holder's
discharge, the damage done to the Company or an Affiliate, and the extent of the
Holder's competitive activity shall be final. No decision of the Committee,
however, shall affect the finality of the termination of employment of the
Holder by the Company or an Affiliate in any manner.

                  7.5 EVIDENCE OF THE AWARD. Each Award shall be granted by
written agreement which shall be subject to the terms and conditions of the Plan
and shall be accepted by the Holder either electronically or by signature as
established by the Committee and communicated to the Holder from time to time
and which shall contain details of (i) the number of shares subject to the
Award, (ii) the exercise price of the Option subject to the Award; and (iii) the
term of the Option subject to the Award. Consideration shall be payable for the
Award. The agreement may contain any other provisions that the Committee in its
discretion shall deem advisable which are not inconsistent with the terms of the
Plan.

                  7.6 GENDER. If the context requires, words of one gender when
used in the Plan shall include the other and words used in the singular or
plural shall include the other.


                                       12
<PAGE>


                  7.7 HEADINGS. Headings of Articles and Sections are included
for convenience of reference only and do not constitute part of the Plan and
shall not be used in construing the terms of the Plan.

                  7.8 OTHER COMPENSATION PLANS. The adoption of the Plan shall
not affect any other stock option, incentive or other compensation or benefit
plans in effect for the Company or any Affiliate, nor shall the Plan preclude
the Company from establishing any other forms of incentive or other compensation
for employees of the Company or any Affiliate.

                  7.9 OTHER OPTIONS OR AWARDS. The grant of an Award shall not
confer upon the Holder the right to receive any future or other Awards under the
Plan, whether or not Awards may be granted to similarly situated Holders, or the
right to receive future Awards upon the same terms or conditions as previously
granted.

                  7.10 GOVERNING LAW. The provisions of the Plan shall be
construed, administered, and governed under the laws of England and Wales.


                                       13