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                                                                    EXHIBIT 10.1


                        SUNTECH POWER HOLDINGS CO., LTD.
                              EQUITY INCENTIVE PLAN

                         ARTICLE 1. HISTORY AND PURPOSE

          The Power Solar System Co., Ltd. Employee Stock Option Plan (the
"Original Plan") was initially adopted on April 29, 2005 by Power Solar System
Co., Ltd., a company registered in the British Virgin Islands ("Power Solar").
Pursuant to a share swap with Suntech Power Holdings Co., Ltd., a Cayman Island
company (the "Company") Power Solar became a wholly owned subsidiary of the
Company and the Company adopted and assumed the Original Plan, substituting
Ordinary Shares of the Company for Ordinary Shares of Power Solar thereunder on
a one for one basis. The following is an amendment and restatement of the
Original Plan in the form of the Suntech Power Holdings Co., Ltd. Stock Plan
(the "Plan") effective as of September 5, 2005 (the "Restatement Effective
Date") which (i) reflects the share swap, (ii) the adoption of the Original Plan
by the Company and (iii) the addition of the ability to make grants of
Restricted Shares.

          The purpose of the Plan is to attract employees, Independent Directors
and consultants to the Company and its Subsidiaries (hereinafter defined) and
retain their service with the Company, and to provide such persons with an
ownership interest in the Company through the granting of Options (hereinafter
defined) and Restricted Shares (hereinafter defined) that will:

          (a) increase the interest of the employees, Independent Directors and
consultants in the Company's and its Subsidiaries' welfare;

          (b) furnish an incentive to those employees, Independent Directors and
consultants to continue their services for the Company; and

          (c) provide a means through which the Company and its Subsidiaries may
attract able persons to provide services to them.

                             ARTICLE 2. DEFINITIONS

          For the purpose of the Plan, unless the context requires otherwise,
the following terms shall have the meanings indicated:

<TABLE>
<S>                        <C>
"ADSs"                     American depositary shares representing the
                           Ordinary Shares.

"Auditors"                 The independent public accounting firm which
                           serves as the auditor of the Company for
                           financial purposes from time to time.

"Award"                    An Option or Restricted Shares granted to a
                           Participant under the Plan.

"Award Agreement"          The written agreement, contract, or other
                           instrument or document evidencing the grant of
                           an Award, including through electronic medium.

"Board"                    The Board of Directors of the Company.

"Code"                     The United States Internal Revenue Code of 1986,
                           as
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>
                           amended.

"Committee"                The Compensation Committee of the Board.

"Company"                  Suntech Power Holdings Co., Ltd., a company
                           registered in the Cayman Islands.

"Date of Grant"            The date on which an Award is granted by
                           resolutions of the Board or the Committee.

"Effective Date"           April 29, 2005.

"Exchange Act"             The United States Securities Exchange Act of
                           1934, as amended.

"Exercise Price"           The price per Ordinary Share payable on the
                           exercise of an Option.

"Fair Market Value"        As of any date, the value of Ordinary Shares as
                           follows:

                           (i)  Where there exists a public market for the
                                Ordinary Shares or the ADSs, the Fair
                                Market Value shall be the closing price for
                                the Ordinary Shares or the ADSs on the date
                                of determination (or, if no closing price
                                was reported on that date, on the last
                                trading date on which a closing price was
                                reported) on the stock exchange determined
                                by the Board or Committee to be the primary
                                market for the Ordinary Shares or the
                                Nasdaq National Market, whichever is
                                applicable, as reported in The Wall Street
                                Journal or such other source as the
                                Administrator deems reliable; or

                           (ii) In the absence of an established market for
                                the Ordinary Shares of the type described
                                in paragraph (i) above, the Fair Market
                                Value thereof shall be determined by the
                                Board or Committee in good faith by
                                reference to the placing price of the
                                Company's latest private placement of the
                                Ordinary Shares and the development of the
                                Company's business operations thereafter.

"Incentive Share Option"   An Option intended to qualify as an incentive
                           stock option within the meaning of Section 422
                           of the Code.

"Independent Directors"    A member of the Board that is not an employee of
                           the Company or a Subsidiary.

"Memorandum and            The Memorandum and Articles of Association of
Articles of Association"   the Company, as amended from time to time.

"Non-Qualified Option"     An Option which does not qualify as an Incentive
                           Share Option.

"Option"                   An option to subscribe for Ordinary Shares of
                           the
</TABLE>


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<TABLE>
<S>                        <C>
                           Company and on terms determined by the Board or
                           the Committee pursuant to this Plan and as
                           amended from time to time.

"Option Holder"            A person holding an Option.

"Option Period"            The period that the Option may be exercised as
                           set forth in the Award Agreement which shall not
                           be more than five years from its Date of Grant.

"Participant"              An employee, Independent Director or consultant
                           who has been granted an Award under the Plan.

"Plan"                     The Suntech Power Holdings Co., Ltd. Stock Plan
                           in its present form or as from time to time
                           amended in accordance with the provisions
                           hereof.

"Restricted Shares"        Ordinary Shares granted to a Participant, which
                           are subject to transfer restrictions and
                           repurchase based on performance of services for
                           the Company, as set forth in the Award
                           Agreement.

"Ordinary Shares"          The Ordinary Shares of the Company, $0.01 par
                           value each, which the Company is currently
                           authorized to issue or may in the future be
                           authorized to issue.

"Subsidiary"               Any corporation, association or other business
                           entity of which securities representing more
                           than fifty percent (50%) of the combined voting
                           power of the total voting stock (or in the case
                           of an association or other business entity which
                           is not a corporation, more than fifty percent
                           (50%) of the equity interest) is at the time
                           owned or controlled, directly or indirectly, by
                           the Company or one or more Subsidiaries of the
                           Company or a combination thereof.
</TABLE>

                            ARTICLE 3. ADMINISTRATION

          (a) Board/Committee. The Plan shall be administered by the Board or
the Committee. Prior to the establishment of the Committee by the Board, the
Board shall oversee the administration of the Plan. The Board may upon
resolution delegate some or all of its powers with respect to the administration
of the Plan to the Committee. As used in this Plan, the term "Committee" shall
refer to the Board and after establishment of the Committee, to the Board and
the Committee, but only to the extent the Committee has been delegated powers of
administration of the Plan.

          (b) Public Company Administrator. Following the Company's initial
public offering pursuant to a registration statement, including any offering of
the Ordinary Shares through the use of ADSs, the Plan shall be administered by
the Committee appointed by the Board. Notwithstanding the foregoing, the full
Board, acting by a majority of its members in office, shall conduct the general
administration of the Plan with respect to all Awards granted to Independent
Directors and for purposes of such Awards the term "Committee" as used in this
Plan shall be deemed to refer to the Board.


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          (c) Appointment of Committee. Appointment of Committee members shall
be effective upon the adoption of the resolutions by the Board. In its sole
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under the Plan, or any regulations or rules
issued thereunder, are required to be determined in the sole discretion of the
Committee. Committee members may resign at any time by delivering written notice
to the Board. Vacancies in the Committee may only be filled by the Board.

          (d) Duties. The Committee shall determine and designate the employees
or consultants to whom Awards will be granted, the number of shares subject to
each Award, the vesting provisions of such Awards, and the terms of such Awards.
Subject to Article 3(e), the Committee shall have the authority to interpret the
Plan, prescribe, amend, and rescind any rules and regulations necessary or
appropriate for the administration of the Plan, and make such other
determinations and take such other action as it deems necessary or advisable.
Any interpretation, determination, or other action made or taken by the
Committee shall be final, binding, and conclusive on all interested parties.

          (e) Repricing. The reduction of the exercise price of any Option
awarded under the Plan shall be subject to shareholder approval. In addition,
canceling an Option at a time when its exercise price exceeds the Fair Market
Value of the underlying Shares, in exchange for another Option or Restricted
Shares shall be subject to shareholder approval, unless the cancellation and
exchange occurs in connection with an acquisition by the Company.

                             ARTICLE 4. ELIGIBILITY

          Any employee and Independent Director of the Company or any of its
Subsidiaries, as well as any consultant who performs services for the Company or
any of its Subsidiaries, whose judgment, initiative and efforts contributed or
may be expected to contribute to a successful performance of the Company or any
of the Subsidiaries of the Company is eligible to participate in the Plan.
However, an Incentive Share Option may only be granted to employees of the
Company or a Subsidiary which is a corporation and a Non-Qualified Option may be
granted to employees, Independent Directors and consultants. Restricted Shares
may be granted to employees, Independent Directors and consultants.

                        ARTICLE 5. SHARES SUBJECT TO PLAN

          Not more than 13,503,991 Ordinary Shares, may be issued under this
Plan, subject to this paragraph and Article 20(b) below. The number of Ordinary
Shares that are issuable under Awards at any time under this Plan shall not
exceed the number of Ordinary Shares that then remain available for issuance
under this Plan. The Company, during the term of the Plan, shall at all times
reserve and keep available sufficient Ordinary Shares to satisfy the
requirements of this Plan. Ordinary Shares offered under this Plan may be
authorized but unissued Ordinary Shares or treasury Ordinary Shares. In the
event that Ordinary Shares previously issued under the Plan are reacquired by
the Company, such Ordinary Shares shall be added to the number of Ordinary
Shares then available for issuance under this Plan. In the event that an
outstanding Award for any reason expires or is canceled, the Ordinary Shares
allocable to the unexercised portion of an Option or forfeited portion of the
Restricted Shares shall be added to the number of Ordinary Shares then available
for issuance under this Plan.


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                ARTICLE 6. LIMITATION ON CERTAIN TERMS OF AWARDS

          Subject to the terms of the Plan, the Board or the Committee shall
determine the provisions, terms, and conditions of each Award including, but not
limited to, vesting, forfeiture provisions, form of payment of Exercise Price
(cash or Ordinary Shares), payment contingencies, and satisfaction of any
performance criteria. Unless otherwise approved by the Board (and with respect
to Awards made prior to the closing of the Company's initial public offering,
including the directors appointed by the holders of Series A Preferred Shares of
the Company) or the Committee, as the case may be, Options and Restricted Shares
issued under the Plan shall vest over a period of no less than three (3) years
measured from the vesting commencement date established at the Date of Grant,
which in each case, shall be on or after the Date of Grant. The performance
criteria established by the Committee may be based on any one of, or combination
of, increase in share price, earnings per share, total shareholder return,
return on equity, return on assets, return on investment, net operating income,
cash flow, revenue, economic value added, personal management objectives, or
other measure of performance selected by the Committee.

                     ARTICLE 7. ISSUANCE OF ORDINARY SHARES

          (a) No Rights as Shareholder. The Company shall not be required to
treat the holder of an Ordinary Share issued upon the exercise of an Option as a
member until the holder's name (or his or her nominee or any other person) has
been entered in the share register of the Company.

          (b) Dividends. If under the terms of a resolution passed or an
announcement made by the Company prior to the date of exercise of an Option, a
dividend is to be or is proposed to be paid to holders of Ordinary Shares on the
register on a date prior to such date of exercise, the Ordinary Shares to be
issued upon such exercise will not be eligible for such dividend. Subject as
aforesaid, Ordinary Shares allotted upon the exercise of an Option shall rank
pari passu in all respects with the Ordinary Shares in issue on the date of such
exercise.

          (c) Necessary Consents. All allotments and issues of Ordinary Shares
will be subject to any necessary consents under any relevant enactments or
regulations for the time being in force in the Cayman Islands, the United States
or elsewhere and it shall be the responsibility of the Participant to comply
with any requirements to be fulfilled in order to obtain or obviate the
necessity for any such consent.

          (d) Listing. The Company shall use all reasonable endeavors to procure
that Ordinary Shares to be issued upon the exercise of an Option or Restricted
Shares granted under this Plan shall, upon the issue thereof (or as soon
thereafter as reasonably practicable), become listed on those stock exchanges
upon which Ordinary Shares already in issue are listed.

                         ARTICLE 8. ALLOTMENT OF SHARES

          The grant of an Award to a participant shall not be deemed either to
entitle the participant to, or to disqualify the participant from, participation
in any other grant of Options or Restricted Shares under the Plan.


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                               ARTICLE 9. OPTIONS

          (a) Grant of Options. All Options under the Plan shall be granted by
the Committee. The grant of Options shall be evidenced by an Award Agreement
setting forth the total number of Ordinary Shares subject to the Option, the
Exercise Price, the term of the Option, the Date of Grant, the vesting
commencement date and such other terms and provisions as are approved by the
Committee. Each Option shall be evidenced by appropriate Award Agreement
approved by the Committee. Options granted under the Plan may be exercised
during the Option Period, at such times and in such amounts, in accordance with
the terms and conditions and subject to such restrictions as are set forth in
the applicable Award Agreement and the Plan. In no event may an Option be
exercised or shares be issued pursuant to an Option if necessary listing of the
shares on a stock exchange or any registration or exemption under any securities
laws required under the circumstances has not been obtained.

          (b) Exercise Price. The Exercise Price for an Option shall not be less
than 100% of the Fair Market Value per share of the Ordinary Shares on the Date
of Grant and shall not at any time be lower than US$2.3077 per share, as
adjusted for share dividends, splits, combinations, recapitalizations and
similar events. The Committee shall determine the Fair Market Value of the
Ordinary Shares on the Date of Grant and shall set forth the determination in
its minutes, using any reasonable valuation method.

          (c) Option Period. The Option Period of each Option will begin and
terminate on the dates specified by the Committee in the Award Agreement, but
shall not in any circumstance be more than five (5) years. No Option granted
under the Plan may be exercised at any time after its term. Subject to Article
6, the Committee may provide for exercise of Options immediately or in
installments and upon such other terms, conditions and restrictions as it may
determine, including granting the Company the right to repurchase shares issued
upon exercise of Options. Unless otherwise provided in the Award Agreement, in
the event an Option Holder shall cease to provide services to the Company or its
Subsidiaries, such Option Holder's Options shall be terminated as follows:

               (i) DEATH. Unless otherwise specified in the Award Agreement, in
          the event of death while the Option Holder is providing services, the
          Option may be exercised, for a period of ninety (90) days after the
          Option Holder's death or until the expiration of the Option Period (if
          earlier) for the Ordinary Shares that have vested under such Option
          through the date of the Option Holder's death; such Option may only be
          exercised by the personal representative of the Option Holder's estate
          or by the person who acquired the right to exercise the Option by
          bequest or inheritance or by reason of the Option Holder's death.

               (ii) DISABILITY. Unless otherwise specified in the Award
          Agreement, in the event of termination of services as the result of a
          total and permanent disability of the Option Holder (within the
          meaning of Section 22(e)(3) of the Code with respect to Incentive
          Share Options), the Option may be exercised by the Option Holder or
          his or her guardian for a period of ninety (90) days after such
          termination or until the expiration of the Option Period (if earlier),
          for the Ordinary Shares that have vested under such Option through the
          date of such termination.


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               (iii) TERMINATION FOR OTHER REASONS. Unless otherwise specified
          in the Award Agreement, in the event of termination of services for
          reasons other than as set forth in subparagraphs (i) and (ii) above,
          the Option may be exercised by the Option Holder for a period of 30
          days after the Option Holder's termination or until expiration of the
          Option Period (if earlier), for the Ordinary Shares that have vested
          under such Option through the date of termination.

          (d) Payment. Full payment for Ordinary Shares purchased upon exercise
of an Option shall be made in cash. No Ordinary Shares may be issued until full
payment of the purchase price therefore has been made, and an Option Holder will
have none of the rights of a shareholder of the Company until Ordinary Shares
are issued to him or her. Notwithstanding the foregoing, the Board may, at the
time it grants Options, grant to the Option Holders rights to exercise their
Options without cash, provided that the Ordinary Shares or any securities
representing the Ordinary Shares are publicly traded. After the Company's
Ordinary Shares or securities representing the Ordinary Shares are publicly
traded, Option Holders who are eligible to exercise their Options without cash
may give a cashless exercise notice to the Company, specifying the number of
Ordinary Shares to be sold and the desired selling prices for such Ordinary
Shares, and the Company will designate a broker to sell such Ordinary Shares on
behalf of the Option Holders. The amount representing the difference between the
exercise price of the Options and the price at which the underlying Ordinary
Shares subject to such Options are sold will be used as follows: (i) the amount
will first be used to pay all expenses, including the brokerage commission and
other selling expenses, (ii) the Company will then deduct from the amounts
applicable taxes in accordance with Article 22 below, and (iii) the remaining
amount will be paid to the Option Holders selling such Ordinary Shares subject
to such Options.

                       ARTICLE 10. INCENTIVE SHARE OPTIONS

          (a) Limitations in General. Subject to paragraph (b) below, no
Incentive Share Option may be granted unless the following requirements are met:

               (i) The Exercise Price must be at least 100% of the Fair Market
Value of the Ordinary Shares on the Date of Grant;

               (ii) The aggregate Fair Market Value (determined on the Date of
Grant) of all Ordinary shares with respect to which Incentive Share Options are
first exercisable by a Participant in any calendar year may not exceed $100,000
or such other limitation as imposed by Section 422(d) of the Code, or any
successor provision; and

               (iii) During the lifetime of the Participant the Incentive Share
Option may be exercised only by the Participant.

          (b) Limitations on Ten Percent Holders. No Incentive Share Option may
be granted to an employee who owns more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or its Subsidiaries
unless the following limitations apply:

               (i) the Exercise Price must be at least 110% of the Fair Market
Value of the Ordinary Shares on the Date of Grant; and


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               (ii) the Option Period may not be greater than five (5) years
from the Date of Grant;

          (c) No Incentive Share Options shall be granted under this Plan which
would result in the aggregate number of Ordinary Shares issued or issuable or
which may be issuable under this Plan to exceed 13,503,991 Ordinary Shares.

          (d) To the extent an Option or any portion thereof does not meet the
requirements of paragraphs (a) or (b) above, as applicable, such Option or that
portion which does not meet the requirements shall be a Non-Qualified Option.

                       ARTICLE 11. RESTRICTED SHARE AWARDS

          (a) Grant of Restricted Shares. The Committee is authorized to make
Awards of Restricted Shares to any Participant selected by the Committee in such
amounts and subject to such terms and conditions as determined by the Committee.
All Awards of Restricted Shares shall be evidenced by an Award Agreement.

          (b) Issuance and Restrictions. Restricted Shares shall be subject to
such restrictions on transferability and other restrictions as the Committee may
impose. These restrictions may lapse separately or in combination at such times,
pursuant to such circumstances, in such installments, or otherwise, as the
Committee determines at the time of the grant of the Award or thereafter.

          (c) Repurchase Option. Unless the Board or Committee determines
otherwise, the Award Agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of a holder of
Restricted Shares as an employee, an Independent Director or a consultant for
any reason (including death or disability). Any repurchase or redemption of
Ordinary Shares under or in connection with the Plan or the Award Agreement
shall be in accordance with the requirements of the Memorandum and Articles of
Association, and the Companies Law (2004 Revision) of the Cayman Islands, as
amended from time to time. The purchase price for Ordinary Shares repurchased
pursuant to the Award Agreement shall be the original price paid by the holder
of Restricted Shares or if Restricted Shares were issued in connection with the
performance of services, the par value of the Ordinary Shares repurchased and
may be paid by cancellation of any indebtedness of the holder of Restricted
Shares to the Company. Unless otherwise approved by the Board (and with respect
to Awards made prior to the closing of the Company's initial public offering,
including the directors appointed by the holders of Series A Preferred Shares of
the Company) or the Committee, as the case may be, the repurchase option shall
lapse over a period of no less than three (3) years from the vesting
commencement date established at the Date of Grant, which in each case, shall be
on or after the Date of Grant.

          (d) Certificates for Restricted Shares. Restricted Shares granted
pursuant to the Plan may be evidenced in such manner as the Committee shall
determine. If certificates representing shares of Restricted Shares are
registered in the name of the Participant, certificates must bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
Restricted Shares, and the Company may, at its discretion, retain physical
possession of the certificate until such time as all applicable restrictions
lapse.

                          ARTICLE 12. NON-ASSIGNABILITY


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          (a) No Assignment. Unless approved by the Committee, an Award shall be
personal to the Participant and may not be transferred or assigned other than by
will or by the laws of descent and distribution (except that the Participants
may have the Ordinary Shares to be issued on the exercise of his or her Option
to be registered in the name of a nominee holding in trust for him or her). The
Committee by express provision in the Award or an amendment thereto may permit
an Award (other than an Incentive Share Option) to be transferred to, exercised
by and paid to certain persons or entities related to the Participant, including
but not limited to members of the Participant's family, charitable institutions,
or trusts or other entities whose beneficiaries or beneficial owners are members
of the Participant's family and/or charitable institutions, or to such other
persons or entities as may be expressly approved by the Committee, pursuant to
such conditions and procedures as the Committee may establish. Any permitted
transfer shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate and/or tax
planning purposes (or to a "blind trust" in connection with the Participant's
termination of employment or service with the Company or a Subsidiary to assume
a position with a governmental, charitable, educational or similar non-profit
institution) and on a basis consistent with the Company's lawful issue of
securities.

          (b) Beneficiary. A Participant may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant's
death. A beneficiary, legal guardian, legal representative, or other person
claiming any rights pursuant to the Plan is subject to all terms and conditions
of the Plan and any Award Agreement applicable to the Participant, except to the
extent the Plan and Award Agreement otherwise provide, and to any additional
restrictions deemed necessary or appropriate by the Committee. If the
Participant is married and resides in a community property jurisdiction, a
designation of a person other than the Participant's spouse as his or her
beneficiary with respect to more than 50% of the Participant's interest in the
Award shall not be effective without the prior written consent of the
Participant's spouse. If no beneficiary has been designated or survives the
Participant, payment shall be made to the person entitled thereto pursuant to
the Participant's will or the laws of descent and distribution. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

                     ARTICLE 13. AMENDMENT OR DISCONTINUANCE

          Subject to provisions in the Memorandum and Articles of Association,
the Plan may be amended by the Board without the approval of the shareholders of
the Company, unless shareholder approval is required under any stock exchange on
which the Ordinary Shares are listed or otherwise required by law. No amendment
may adversely affect an outstanding Award without the consent of the
Participant. Any amendment or termination of the Plan shall not affect the
validity of the Awards already granted, and such Awards shall remain in full
force and effect as if the Plan had not been amended or terminated, unless
mutually agreed otherwise in writing between the Participant and the Company.

                         ARTICLE 14. EFFECT OF THE PLAN

          Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any employee, Independent Director or
consultant of the Company any right to be granted an Award or any other rights
except as may be evidenced by an Award Agreement, or any amendment thereto, duly
authorized by the Board and executed on


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behalf of the Company and then only to the extent and upon the terms and
conditions expressly set forth therein.

                                ARTICLE 15. TERM

          Unless sooner terminated by action of the Board, the Plan will
terminate on the fifth anniversary of the Effective Date, but Awards granted
before the date will continue to be effective in accordance with their terms and
conditions.

             ARTICLE 16. RECAPITALIZATION, MERGER AND CONSOLIDATION

          (a) The existence of this Plan and Awards granted hereunder shall not
affect in any way the right or power of the Company or its shareholders to make
or authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure and its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
preference stocks ranking prior to or otherwise affecting the Ordinary Share or
the rights thereof (or any rights, options or warrants to purchase same), 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) The number of Ordinary Shares available under the Plan described
in Article 5, the number of Ordinary Share that may be purchased pursuant to
Options granted under the Plan, the number of Ordinary Shares that may be
granted as Incentive Share Options under Section 10(c), and the consideration
payable per share upon exercise, shall be proportionately adjusted for any
increase or decrease in the number of issued Ordinary Shares resulting from a
subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such shares,
effected without receipt of consideration by the Company; provided, however,
that any fractional shares resulting from any such adjustment shall be
eliminated for the purposes of such adjustment.

          (c) In the event of any merger or consolidation of the Company into or
with another entity, there shall be substituted for each Ordinary Share subject
to the unexercised portions of such outstanding Options, that number of shares
of each class of stock or other securities or that amount of cash, property or
assets of the surviving or consolidated corporation which were distributed or
distributable to the shareholders of the Company in respect to each Ordinary
Share held by them. The holders of such outstanding Options shall thereafter,
upon exercise thereunder, be entitled to receive the consideration substituted
for each Ordinary Share as described in the immediately preceding sentence
(subject to appropriate adjustment, if appropriate, as to the per share exercise
price for such stock, securities, cash or property) in accordance with the terms
of their Award Agreement and the Plan; provided, however, that if the
consideration received in the merger or consolidation is not solely stock of the
successor corporation or its parent, the Board may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option to be solely stock of the successor corporation or its
parent. In the event that the surviving or resulting corporation in a merger or
consolidation refuses to assume or substitute for the outstanding Options, then
the Option Holder shall fully vest in and have the right to exercise the Options
as to all of the Ordinary Shares subject to such Options, including Ordinary
Shares as to which it would not otherwise be vested or exercisable. If an Option
is not assumed or substituted for in connection with a merger or consolidation
of the Company, the Committee shall notify the Option Holder in writing or


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electronically that the Option shall be fully exercisable for a period of time
as determined by the Committee, and the Option shall terminate upon expiration
of such period.

          (d) In the event of the acquisition in a single or series of related
transactions by any person or related group of persons (other than the Company
or by a Company-sponsored employee benefit plan) of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Company's
outstanding securities (excluding any such transaction or series of related
transactions with the intent of capital raising or to change the domicile of
incorporation of the Company), the Board (and prior to the closing of the
Company's initial public offering, including the directors appointed by the
holders of Series A Preferred Shares of the Company), shall, at its sole
discretion, have the authority to (1) determine whether to accelerate all
unvested Ordinary Shares subject to the outstanding Options and/or (2) terminate
the outstanding Options upon the expiration of a notice period.

          (e) Except as hereinbefore expressly provided and subject to
adjustment pursuant to Article 16(a) or 16(b), 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 therefore, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or Exercise Price of Ordinary Shares subject
to Options granted pursuant to this Plan.

          (f) Upon the occurrence of each event requiring an adjustment of the
Exercise Price or the number of Ordinary Shares purchasable pursuant to Options
granted pursuant to the terms of this Plan, the Company shall provide in writing
or electronically to each Option Holder a copy of its computation of such
adjustment, which shall be conclusive and shall be binding upon each such Option
Holder.

                     ARTICLE 17. LIQUIDATION OR DISSOLUTION

          In case the Company shall, at any time while any Option under this
Plan shall be in force and remain unexpired, (i) sell all or substantially all
of its assets, or (ii) dissolve, liquidate, or wind up its affairs, then each
Option Holder may thereafter receive upon exercise of his or her Option (in lieu
of each Ordinary Share of the Company which such participant would have been
entitled to receive) the same kind and amount of any securities or assets as may
be issuable, distributable or payable upon any such sale, dissolution,
liquidation, or winding up, with respect to each Ordinary Share of the Company.

                     ARTICLE 18. OPTIONS IN SUBSTITUTION FOR
                   SHARE OPTIONS GRANTED BY OTHER CORPORATIONS

          Options may be granted under the Plan from time to time in
substitution for such options held by employees or consultants of another entity
who become employees of the Company or its Subsidiaries as the result of a
merger or consolidation of such entity with the Company or the acquisition by
the Company of stock of such entity. The terms and conditions of the substitute
options so granted may vary from the terms and conditions set forth in this Plan
to such extent as the Committee at the time of grant may deem appropriate to
conform, in whole or in part, to the provisions of the options being
substituted, subject to applicable law and exchange listing rules.


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<PAGE>

                          ARTICLE 19. INVESTMENT INTENT

          The Company may require that there be presented to and filed with it
by any Participant under the Plan, such evidence as it may deem necessary to
establish that the Restricted Shares, Options and the Ordinary Shares to be
purchased or transferred hereunder are being acquired for investment and not
with a view to their distribution or transfer.

                   ARTICLE 20. NO RIGHT TO CONTINUE EMPLOYMENT

          Nothing in the Plan or the grant of any Award confers upon any
employee, Independent Director or consultant the right to continue to provide
services to the Company or its Subsidiaries or interferes with or restricts in
any way the right of the Company or its Subsidiaries to discharge any employee,
Independent Director or consultant at any time (subject to any contract rights
of such employee, Independent Director or consultant).

               ARTICLE 21. INDEMNIFICATION OF BOARD AND COMMITTEE

          No member of the Board or the Committee, nor any officer or employee
of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination or interpretation.
This obligation shall survive any termination of this Plan.

                          ARTICLE 22. TAX REQUIREMENTS

          The Company shall have the right to deduct from all amounts hereunder
paid in cash any taxes required by the applicable law to be withheld with
respect to such cash payments. A Participant receiving shares issued upon
exercise of any Option or grant of Restricted Shares shall be required to pay
the Company the amount of any taxes, which the Company is required to withhold
with respect to such Ordinary Shares. Such payments shall be required to be made
prior to the delivery of any certificate representing such Ordinary Shares. Such
payment may be made in cash, by check, or with the Committee's approval, through
the delivery of Ordinary Shares owned by the Option Holder (which may be
effected by the actual delivery of Ordinary Shares by the Option Holder or by
the Company's withholding a number of Ordinary Shares to be issued upon the
exercise of the Option or vesting or grant of Restricted Shares), which Ordinary
Shares have an aggregate Fair Market Value equal to the minimum required
withholding payment, or any combination thereof.

                            ARTICLE 23. GOVERNING LAW

          The Plan and all Options granted hereunder shall be governed by and
construed in accordance with the laws of New York, the United States of America.


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