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                                                                     EXHIBIT 4.3


                                  JAMES HARDIE

              ECONOMIC PROFIT (EP) AND INDIVIDUAL PERFORMANCE (IP)
                                 INCENTIVE PLANS

The following are the terms of the James Hardie Group Economic Profit (EP)
Incentive Plan and Individual Performance (IP) Incentive Plan (the "Plan" or
"Plans").

A. INCENTIVE PLANS

1. PURPOSE OF THE INCENTIVE PLANS

   The purpose of the EP INCENTIVE PLAN is to provide incentive compensation for
   nominated executives and employees of James Hardie Industries N.V. (JHINV)
   and its subsidiary companies, including but not limited to James Hardie
   Building Products (collectively referred to as the "Company"), which directly
   relates their financial reward to an increase in shareholder value. The
   philosophy behind the Plan is that economic value must continue to be created
   in successive years in order for the full potential Incentive to be paid.
   Additionally, this Plan has an Individual Performance component that will be
   paid upon the achievement of specific personal objectives.

   The purpose of the IP INCENTIVE PLAN is to provide incentive compensation for
   nominated employees of the Company who have less direct influence on the
   Company's economic performance. The IP Plan relates participants' financial
   rewards to the achievement of specific individual objectives that benefit the
   Company and indirectly increase EP and shareholder value.

2. DEFINITIONS

   o  BOARD OF DIRECTORS - JHINV's Supervisory Board of Directors.

   o  BONUS - The pay the Company may provide to an employee in addition to the
      agreed base salary. "Bonus" and "Incentive" are used interchangeably
      throughout this document.

   o  BONUS BANK - Two thirds of the amount of EP Bonus Realized over the EP
      Target Bonus in any single year that is credited to each participant for
      potential payment in the following two Plan Years if Company performance
      is sustained, and the participant remains eligible for such payments under
      the terms of the Plan. Participants have no right or interest in the Bonus
      Bank except as described in this Plan document.

   o  BASE SALARY - Participant's annual base salary as of the last day of the
      Plan Year.

   o  CHANGE IN CONTROL - See attachment 1

   o  ECONOMIC PROFIT (EP)= Net Operating Profit After Tax (NOPAT) minus Capital
      Charge

   o  EP/IP % SPLIT - The percentage of the participant's Target Bonus that is
      based on the Company's EP achievement (the EP portion) versus the
      percentage that is based on IP achievement (the IP portion). These
      percentages vary based on the participant's position with the Company.
      These two percentages must total 100%.


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   o  EP BONUS REALIZED - Dollar amount (positive or negative) that is the
      result of multiplying the EP Bonus Multiple by the dollar amount of the EP
      portion of the participant's bonus at target. This amount is subject to
      the bonus banking mechanism and is not paid except as described in this
      Plan document.

   o  EP BONUS MULTIPLE - Reflects actual Company performance relative to the
      Target EP. (A bonus multiple of 1.0 means 100% of the EP portion of the
      target bonus was realized.) The Multiple will be multiplied by the
      participant's EP portion of the target bonus in order to determine the
      amount of the EP Bonus Realized during the year.

   o  EP TARGET BONUS - The EP portion of the participant's Target Bonus upon
      applying the EP/IP split.

   o  EXPECTED IMPROVEMENT (EI) - The amount the Company's EP needs to improve
      over the previous year in order to attain Target EP.

   o  GMT- Group Management Team comprised of the Company's CEO and direct
      reports

   o  INDIVIDUAL PERFORMANCE (IP) - The participant's performance on the
      specific objectives agreed to during the Plan Year, how the objectives
      were achieved and the participant's ranking within the organization as
      determined by the participant's annual performance review rating.

   o  INTERVAL - The amount by which actual EP needs to exceed Target EP to
      increase the EP Bonus Realized by 100%. Additionally, if the actual EP
      fails to achieve the Target EP by this amount then the EP Bonus Realized
      will decrease by 100%.

   o  JH, THE COMPANY - James Hardie Industries N.V. and its subsidiaries

   o  PERFORMANCE RATING - The A, B+, B, B-, or C rating that each employee
      receives based on performance and ranking within their organization.

   o  PLAN YEAR - April 1st to March 31st, the Company's financial year.

   o  TARGET BONUS - The percentage of the participant's base salary that is
      available for bonus income. This is set annually for each participant.

   o  TARGET EP - The Company's actual EP for the prior Plan Year plus the
      current year's Expected Improvement (EI).

3. ELIGIBILITY

   Eligibility for a bonus plan is limited to nominated executives and key
   employees within the Company. In general, participation in a bonus plan is
   restricted to those employees in salaried exempt positions who are not on a
   Commission plan. Note, however, that not all exempt positions are on a bonus
   plan. Selection of employees for participation in a Plan in any Plan Year
   will be subject to approval of the Chief Executive Officer on the
   recommendation by the relevant Group Management Team (GMT) member and the
   Vice President of Human Resources & Organizational Development.


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   Eligibility of executives and key employees for inclusion in a Plan does not
   guarantee their participation in any future year. Participation of any
   division/business unit in the Plan will be at the discretion of the Chief
   Executive Officer.

4. BONUS CALCULATION

   The Bonus Calculation is based on two (2) components:

   o  The individual's performance rating (the IP component).

   o  The EP performance of the Company (the EP component).

   THE IP INCENTIVE PLAN IS BASED SOLELY ON THE IP COMPONENT. THE EP INCENTIVE
   PLAN UTILIZES BOTH COMPONENTS. THIS IS THE PRIMARY DIFFERENCE BETWEEN THE TWO
   BONUS PLANS.

   A participant's Target Bonus is a percentage of base salary and is approved
   annually by the VP of Human Resources and Organizational Development.

   (A) IP BONUS

   The IP bonus component is SOLELY based on the individual's performance rating
   at the end of the Plan Year and/or when the individual changes roles during
   the year. The rating is determined by reviewing the individual's achievement
   of his/her individual objectives, how the objectives were achieved, and the
   individual's ranking within the organization.

   The performance rating must be approved by the two levels of management above
   the participant prior to the IP bonus being calculated. At the start of each
   year, the GMT approves the percentage of Target Bonus that each rating pays.

   If the Company does not meet its Target EP, the individual still has the
   ability to earn all of his/her IP award. The total IP Bonus payment to be
   paid for a Plan Year is calculated as follows:


   IP BONUS  =   BASE  X  TARGET  X  IP %  X  PERFORMANCE   X  % OF YR
                SALARY    BONUS %   SPLIT       RATING %       IN PLAN

      Note: If the participant is solely on the IP Incentive Plan, the IP %
      Split is 100% and the calculation above is all that is required to
      determine the final bonus payment.

   (B) EP BONUS:

   The EP Bonus component is based ENTIRELY on the value created by the
   Company's EP.

   At the start of the Plan Year, the Board confirms the Company's global
   "Expected Improvement", "Target EP", and "Interval" for the year. The
   Expected Improvement and Interval have been set for FY04 - FY06 and will be
   reviewed again during FY06.

   The "TARGET EP" is the actual EP for the prior Plan Year plus the current
   year's EI.


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   The "INTERVAL" is the amount by which actual EP needs to exceed Target EP to
   increase the EP Bonus Realized by 100%. Additionally, if the actual EP fails
   to achieve the Target EP by the Interval amount then the EP Bonus Realized
   will decrease by 100%. The Interval is a critical component in determining
   the EP Bonus Multiple for the year.

   At the end of the Plan Year the "EP BONUS MULTIPLE" is calculated to
   determine the amount the EP component will contribute to the EP Bonus
   Realized during that year. This Multiple reflects how well the Company
   performed relative to the EP Target. The EP Multiple is determined as
   follows:

                                    EP - TARGET EP
              EP MULTIPLE  =  1 +   --------------
                                       INTERVAL

   The Plan's EP component has unlimited upside and downside performance
   potential. In other words, the EP Bonus Multiple can be significantly greater
   than one or even a negative number.

   The EP Multiple is used to calculate the EP BONUS REALIZED.


   EP BONUS REALIZED  =  BASE  X  TARGET  X  EP %  X   EP MULTIPLE  X  % OF YR
                        SALARY      %       SPLIT                      IN PLAN

   If the Target EP is exactly achieved, then the EP Bonus Realized is equal to
   1.0x an individual's EP Target Bonus. If actual EP performance is less than
   Target EP (resulting in an EP Bonus Multiple of less than 1), then the EP
   Bonus Realized is less than the individual's EP Target Bonus and may be a
   negative amount.

   Unlike the IP bonus calculation, the EP Bonus Realized, to the extent it
   exceeds EP Target Bonus, is not considered vested and is not available for
   potential payment until after the banking mechanism, explained below, is
   applied.

   (C) EP BONUS BANKING MECHANISM

   The EP bonus includes a banking mechanism that keeps participants focused on
   sustaining EP performance.

   When the Company exceeds its Target EP in any given year, then the EP Bonus
   Realized will be greater than 1x an employee's EP Target Bonus. Under such
   circumstances, 100% of the EP Target Bonus will be considered earned and paid
   in the Plan Year. Any amounts in excess of the employee's EP Target Bonus
   will be treated as follows: 1/3 of the excess will be considered earned and
   paid in the Plan Year; the remaining 2/3 will be credited to the Bonus Bank
   of the employee and is subject to being paid out equally in the following two
   Plan Years provided that Company performance is sustained, and the employee
   continues to meet the eligibility standards set forth herein for additional
   payments. For example, if an employee's EP Target Bonus for FY04 is $10,000
   and the EP Bonus Realized is $40,000, the employee will have earned and will
   be paid $20,000 [$10,000 + $10,000 (1/3 of $30,000 in excess of EP Target
   Bonus)]. The remaining $20,000 will be credited to the employee's Bonus Bank
   and will not be paid or earned unless the Company sustains performance in
   FY05 and FY06 such that the Bonus Bank is not depleted after the banking
   mechanism is applied for those years.

   Thus, if the EP multiple is greater than 1.0, then the total EP Bonus to be
   paid for the Plan Year is as follows:


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               Bank Balance        EP        EP Bonus Realized - EP Target Bonus
   EP BONUS = scheduled for      + Target +  -----------------------------------
              payment this year    Bonus                      3

   When the Company misses its Target EP in any given year, resulting in an EP
   Bonus Multiple of less than 1.0, funds are subtracted from the employee's
   Bonus Bank, if any, in order to fund the employee's EP Target Bonus for that
   year. The methodology used to fund the bonus from the Bonus Bank in such a
   situation is as follows:

   o  When the EP BONUS MULTIPLE FOR THE YEAR IS GREATER THAN 0 BUT LESS THAN
      1.0, the participant is paid all of his/her EP Bonus Realized in that year
      plus the part of any Bonus Bank (if any) scheduled to be paid that year.
      If the total of these two payments is less than the participant's EP
      Target Bonus for the year, amounts will be taken from the Bonus Bank
      payment scheduled for the following year in order to meet the EP Target
      Bonus; any remaining Bonus Bank will be available for payment in the next
      Plan Year, provided Company performance is sustained. Participants will
      not receive their full EP Target Bonus if there is an insufficient Bonus
      Bank. If all Bank funds are distributed, the participant will start the
      following bonus year without a Bonus Bank.

   o  When a participant HAS A BONUS BANK at the start of the bonus year and the
      EP BONUS MULTIPLE FOR THE YEAR IS LESS THAN 0 (negative), the EP Bonus
      Realized (which will be a negative number) is deducted from any Bonus
      Bank. Additionally, the participant's EP Target Bonus for the year will be
      paid out, to the extent amounts are available, from the Bonus Bank.
      Amounts will be deducted first from Bonus Bank payments scheduled to be
      paid in the current year before reducing Bonus Bank payments scheduled for
      future years. Participants will not receive their full EP Target Bonus if
      there is an insufficient Bonus Bank. If all Bonus Bank is distributed, the
      participant will start the following bonus year without a Bonus Bank.

   o  When a participant DOES NOT HAVE ANY BONUS BANK at the start of the Plan
      Year and the EP BONUS MULTIPLE FOR THE YEAR IS LESS THAN 0 (negative), the
      EP Bonus Realized will be a negative number and no EP bonus will be paid.
      This individual will start the following year without a Bonus Bank, not a
      negative number and no funds are owed back to the Company.

   The amounts in a participant's Bonus Bank represent nothing more than
   potential payments to the participant in the future. These amounts are
   neither earned nor vested until actual Bonus Bank payments are made in
   accordance with the terms of this Plan. Participants have no legal rights to
   Bonus Bank until the banking mechanism is applied for the Plan Year in which
   funds are scheduled to be paid.

5. BONUS PAYMENT

   All bonus payments, less applicable withholdings, will be made on or before
   the end of the third month following the end of the relevant Plan Year.
   Participants must be employed at the end of the Plan Year in order to receive
   any bonus, unless one of the exceptions described in Section B(6), B(7),
   B(11) or B(12) applies.

B. ADMINISTRATION OF THE PLAN

1. DETERMINATION OF INDIVIDUAL BONUS

   (a) Each financial year, the GMT will approve the participant list, the
       Target Bonus levels and EP/IP splits for each participant in the Plan.


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   (b) Individual Target Bonuses shall be calculated based on the Base salary
      for the participant at the end of the Plan Year.

2. DETERMINATION OF OBJECTIVES

   (a) Target EP

       Target EP and Intervals must be finalized by the Board of Directors at
       the beginning of the Plan Year.

   (b) IP Objectives

       IP Objectives for participants, other than GMT members, shall be approved
       by the next two levels of management. Individual objectives for GMT
       members will be approved by the Board of Directors.

3. PARTICIPANT MATTERS

   The Board of Directors (or designee) shall, in its sole discretion and on
   behalf of the Company, determine all Plan matters with respect to all
   participants.

4. NEW EMPLOYEES AND PROMOTIONS INTO THE PLAN

   New employees or employees promoted during a Plan Year may be offered
   participation in a Plan. Their eligibility for bonuses will be calculated on
   a pro rated basis in the year of entry. This will be approved by the relevant
   GMT member and the Vice President of Human Resources/OD.

   A minimum qualifying period of 3 months of Company employment during a Plan
   Year shall apply unless waived by the Chief Executive Officer (or designee).
   The qualifying period shall be included for purposes of bonus calculation.

5. TRANSFERS AND PROMOTIONS

   The bonus for a participant who is transferred or promoted will be calculated
   in multiple parts, all using the base salary at Plan Year end. The bonus for
   each position will be calculated using the bonus target and performance
   rating for the part of the year the participant was in each position, unless
   designated otherwise in a written transfer agreement.

6. RETIREMENT, DISABILITY OR DEATH

   If during a Plan Year a participant retires(1), becomes totally and
   permanently incapacitated(2) or dies, such participant or their family or
   designee or estate shall receive the full amount of any positive bank
   balance, after any shortfall in EP Bonus Realized (pro-rated with respect for
   the year in which the participant retires, becomes totally and permanently
   incapacitated or dies) has been deducted from the Bank.

---------
(1)  At age 65 or such other date as the Board of Directors (or designee)
     approves in particular circumstances.
(2)  Suffers from a mental or physical condition which is expected to last at
     least 12 months or result in death, and which, in the opinion of a licensed
     physician, will prevent the employee from engaging in any substantial or
     gainful employment.


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   The payment under the EP Plan will be made by the end of the third month
   following the relevant Plan Year. Payment for participants solely on the IP
   Plan will be paid at time of their retirement, death or confirmation of total
   and permanent incapacity.

   In the event of a SHORT-TERM DISABILITY OR LEAVE OF ABSENCE (paid or unpaid),
   a participant may be eligible for a full or pro-rated bonus. Any bonus will
   include the first three months of leave as time worked when calculating the
   eligible base salary. For example, if a participant is on approved leave for
   2 months of the Plan Year, their bonus will be calculated using their full
   year's base salary. If a participant is on approved leave for 4 months of the
   Plan Year, their base salary will be prorated and 11 months will be used to
   calculate their bonus at year-end. If a year-end performance rating is not
   available (due to the leave) the IP bonus will utilize the last review rating
   on record.

7. JOB ELIMINATIONS

   A participant, whose employment is terminated as a result of the elimination
   of the participant's position, must have participated in the Bonus Plan for
   at least 1 month during the Plan Year and be employed by the Company for at
   least three months in order to be eligible for a prorated bonus for the Plan
   Year. The prorated bonus will be based on the period served, the EP Bonus
   Multiple as calculated at year end, the participant's bank balance, and the
   participant's most recent performance rating.

   With respect to the EP portion of the individual's Target Bonus, if the EP
   Bonus Multiple is greater than or equal to 1.0, the participant will receive
   the prorated EP Target Bonus, 1/3 of the pro-rated EP Bonus Realized over the
   prorated EP Target Bonus, and the bank balance scheduled to be paid for that
   Plan Year. There will be no payout of any remaining bank balance.

   Where the EP Bonus Multiple is between 0 and 1.0, the participant will
   receive an amount up to the prorated EP Target Bonus, provided such funds are
   available from the prorated EP Bonus Realized, the existing bank balance,
   plus the remaining bank balance scheduled to be paid for that Plan Year
   (after funds to make up the prorated EP Target Bonus shortfall are deducted).
   There will be no payout of any remaining bank balance.

   If the EP Bonus Multiple is less than 0, the negative amount of the prorated
   EP Bonus Realized will be deducted first from any bank balance due to be paid
   in the current Plan Year and, if additional amounts are still needed to
   offset the negative, then secondly from the following year's bank. If there
   is any amount remaining in the bank, the participant's prorated EP Target
   Bonus will be paid from that remaining bank balance. If any bank balance
   scheduled for payment in the current Plan Year is still available after the
   above deductions are made, it will be paid. There will be no payout from any
   remaining bank balance. If the negative EP Bonus Realized is more than the
   total bank balance, no EP bonus will be paid and no negative balances will be
   owed back to the Company.

   A pro rated payment for any EP Plan bonus in the year in which the job
   elimination occurs shall be made at the time when EP Plan bonus payments
   normally are made. Bonuses due to employees who are solely on the IP Plan,
   shall be paid at time of departure.

8. DISCONTINUED PARTICIPATION IN PLAN

   Where an employee has participated in the Plan in previous years, but in the
   current Plan Year their participation is discontinued and they have a
   positive bank balance, then they shall be paid a pro-rated Target EP bonus
   for the period of participation in the Plan, utilizing the EP Bonus Multiple
   earned for that year and the payment from


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   the bank scheduled for that year. Any bonus for time served while exclusively
   on the IP Plan will be calculated by using the performance rating received
   while on the Plan and the end of year salary unless otherwise specified in
   transfer documents.

   Any remaining bank balance will be paid equally over 2 years at the regular
   time bonuses are paid provided Company performance is sustained and the
   participant remains eligible for such payments under the terms of the Plan.
   If Company performance is not sustained (i.e., EP Bonus Multiples are less
   than 1.0), existing bank balances will be reduced, using the same methodology
   as if the participant remained on the EP plan. A pro rata payment for any
   bonus in the year in which the discontinuation of plan participation occurs
   shall be made at the regular time when bonus payments are made for that Plan
   Year.

9. TERMINATION AT THE INITIATIVE OF THE COMPANY (EXCLUDING JOB ELIMINATIONS)

   Participants shall not be entitled to any bonus (including a pro-rated bonus)
   or bonus bank in the event that they are terminated by the Company prior to
   the end of the Plan Year (March 31) for reasons other than job elimination or
   divestment (see section 11 below).

10. RESIGNATION

   If a participant resigns prior to the end of the Plan Year (March 31), the
   participant shall not be entitled to any bonus (including a pro-rated bonus)
   or payment of any bonus bank balance for the Plan Year in which the
   resignation occurs. If a participant resigns after the end of the Plan Year
   but before the bonus is paid, the participant is eligible to receive his/her
   bonus only for the Plan Year that just ended. There will be no payout of any
   remaining bank balance that otherwise potentially would be paid out in
   subsequent years.

11. DIVESTMENTS

   If a participant's employment is terminated as a result of the sale of a
   business unit, entity, or subsidiary of James Hardie Industries N.V. during
   the Plan Year, then the IP bonus will be determined using the participant's
   base salary at the time of divestment, and the participant's most recent
   performance rating. The final EP bonus calculation will be determined at the
   end of the Plan Year, and the bonus banking mechanism will be utilized. There
   will be no payments of any remaining bank balance that otherwise potentially
   would be paid out in subsequent years

   The pro-rata payment for EP Plan bonus in the year in which the business
   divestment occurs shall be made at the regular time when EP Plan bonus
   payments are made. Bonuses due to employees solely on the IP Plan shall be
   paid at time of the termination resulting from divestment.

12. CHANGE IN CONTROL

   If during a Plan Year there is a change in control (see Attachment 1) of
   James Hardie Industries N.V., and the Plan is thereafter discontinued,
   participants will receive a prorated bonus for the Plan Year plus the full
   amount of any positive bank balance after any negative bonus (prorated for
   the Plan Year in which the Plan is discontinued) has been deducted from the
   Bank. This payment will be made within 90 days of the Plan's discontinuation.

13. POST-EMPLOYMENT MISCONDUCT

   Notwithstanding any other provision of the Plan or any other agreement, in
   the event


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   that a Participant's post-employment conduct breaches any agreement
   (including, but not limited to, confidentiality and/or non-competition
   agreements), he or she shall not be entitled to any pro rated bonus or any
   bonus bank payment for which he or she otherwise would be eligible under this
   Plan.

14. NO GUARANTEE

   Nothing in this Plan is intended to alter the at will status of the Company's
   employees. Participation in the Plan is no guarantee that a bonus under the
   Plan will be paid. The success of the Company, its business units and
   individual employees, as measured by the achievement of EP and Individual
   Performance (IP), shall determine the extent to which participants shall be
   entitled to receive bonuses.

   Nothing in the terms and conditions of the Plan shall prevent the Company
   from canceling or amending the Plan at any time.

   In the event the Company decides to cancel the Plan, participants will
   receive the pro-rated bonus for the Plan Year plus the full amount of any
   positive bank balance, after any negative earned bonus (pro-rated for the
   Plan Year in which the Plan is discontinued) has been deducted from the Bank.
   This payment will be made within 90 days of the Plan's cancellation.

15. GENERAL PROVISIONS

   (a) Withholding of Taxes

       The Company shall have the right to withhold taxes and other amounts,
       which, in the opinion of the Company, are required to be withheld by law
       with respect to any amount due or paid to participants under the Plan.

   (b) Expenses

       All expenses and costs in connection with the adoption and administration
       of the Plan shall be borne by the Company.

   (c) Limitation on Rights

       Except as expressly granted pursuant to the Plan, nothing in the Plan
       shall be deemed to give any employee any contractual or other right to
       participate in the benefits of the Plan. No award to any such participant
       in any Plan Year shall be deemed to create a right to receive any award
       or to participate in the benefits of the Plan in any subsequent Plan
       Year.


16. LIMITATIONS

   (a) No Right to Continued Employment

       Neither the establishment of the Plan nor the payment of a bonus under it
       shall be deemed to constitute an express or implied contract of
       employment for any participant for any period of time or in any way
       abridge the rights of the Company to determine the terms and conditions
       of employment or to terminate the employment of any employee in
       accordance with law.


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   (b) No Vested Rights

       Except as expressly provided herein, no employee or other person shall
       have any claim of right (legal, equitable, or otherwise) to any bonus or
       bonus Bank. No officer or employee of the Company or any other person
       shall have any authority to make representations or agreements to the
       contrary. No interest conferred herein to a participant shall be
       assignable.

   (c) Not Part of Other Benefits

       The benefits provided in this Plan shall not be deemed a part of any
       other benefit provided by Company to its employees.

   (d) Other Plans

       Nothing contained in the Plan shall limit the Company's power to grant
       non-Plan bonuses to employees of Company, whether or not they are
       participants in this Plan.

   (e) No Interest

       Under no circumstances will interest accrue on any bonus Bank or other
       amounts potentially payable to any participant.

17. EXCLUSION OF BONUSES FROM BENEFIT CALCULATIONS

   Bonuses shall be excluded from an employee's compensation for the purpose of
   calculating other aspects of the employee's personal benefit and compensation
   packages, such as, for example, superannuation, contribution levels to 401k,
   leave entitlements and vehicle entitlements.

   Bonuses shall also be excluded from an employee's compensation for the
   purpose of calculating any form of severance or separation due to the
   employee under applicable law, policy or contract.

18. UNFUNDED PLAN

   This Plan is unfunded. Nothing in the Plan shall create or be deemed to
   create a trust or separate fund of any kind, or a fiduciary relationship
   between the Company (or any of its subsidiaries) and any participant.

19. AUTHORITY OF THE BOARD OF DIRECTORS

   Full power and authority to interpret and administer this Plan shall be
   vested in the Board of Directors, which shall have the sole authority to
   create or alter terms for the Plan. The Board of Directors may from time to
   time make such decisions and adopt such terms for implementing the Plan as it
   deems appropriate for the Plan or any participant under the Plan. Any
   decision taken by the Board of Directors arising out of or in connection with
   the construction, administration, interpretation and effect of the Plan shall
   be final, conclusive and binding upon all participants and any person
   claiming under or through them. The Board of Directors may delegate its power
   with respect to the Plan from time to time as it so determines.

20. ALTERATIONS TO PLAN

   The Board of Directors may at any time by resolution revoke, add to or vary
   any of the provisions of the Plan or all or any of the rights or obligations
   of the Participants in connection with the plan.


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21. PLAN TERMS

   In all cases the terms as set forth in the Plan document shall take
   precedence over any other document issued in connection with the Plan.

22. ARBITRATION

   All claims, disputes, questions, or controversies arising out of or relating
   to this Plan, will be resolved exclusively in final and binding arbitration
   in accordance with the Arbitration Rules and Procedures, or successor rules
   then in effect, of Judicial Arbitration & Mediation Services, Inc. ("JAMS").
   The arbitration will be conducted and administered in Orange County,
   California by JAMS or, in the event JAMS is not available or does not then
   conduct arbitration proceedings, a similarly reputable arbitration
   administrator. The employee and the Company will select a mutually
   acceptable, neutral arbitrator from among the JAMS panel of arbitrators.
   Except as provided by this Agreement, the Federal Arbitration Act will govern
   the administration of the arbitration proceedings. The arbitrator will apply
   the substantive law (and the law of remedies, if applicable) of the State of
   California, or federal law, as applicable, and the arbitrator is without
   jurisdiction to apply any different substantive law. The employee and the
   Company will each be allowed to engage in adequate discovery, the scope of
   which will be determined by the arbitrator consistent with the nature of the
   claim[s] in dispute. The arbitrator will have the authority to entertain a
   motion to dismiss and/or a motion for summary judgment by any party and will
   apply the standards governing such motions under the Federal Rules of Civil
   Procedure. The arbitrator will render a written award and supporting opinion
   that will set forth the arbitrator's findings of fact and conclusions of law.
   Judgment upon the award may be entered in any court of competent
   jurisdiction. The Company will pay the arbitrator's fees, as well as all
   administrative fees, associated with the arbitration. Each party will be
   responsible for paying its own attorneys' fees and costs (including expert
   witness fees and costs, if any).


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                                  ATTACHMENT 1
              ECONOMIC PROFIT (EP) AND INDIVIDUAL PERFORMANCE (IP)
                                 INCENTIVE PLANS

"CHANGE IN CONTROL" means the following and shall be deemed to occur if any of
the following events occurs:

            (i) Any Person becomes the beneficial owner (within the meaning of
      applicable securities laws) of 30% or more of either the then outstanding
      shares of Common Stock or the combined voting power of the Company's then
      outstanding securities entitled to vote generally in the election of
      directors; or

            (ii) Individuals who, as of the Effective Date hereof, constitute
      the Board (the "INCUMBENT BOARD"), cease for any reason to constitute at
      least a majority of the Board, provided that any individual who becomes a
      member of the Board after the effective date hereof whose election, or
      nomination for election by the Company's shareholders, is approved by a
      vote of at least a majority of the directors then comprising the Incumbent
      Board shall be considered to be a member of the Incumbent Board unless
      that individual was nominated or elected by any person, entity or group
      (as defined above) having the power to exercise, through beneficial
      ownership, voting agreement and/or proxy, twenty percent (20%) or more of
      either the outstanding shares of Common Stock or the combined voting power
      of the Company's then outstanding voting securities entitled to vote
      generally in the election of directors, in which case that individual
      shall not be considered to be a member of the Incumbent Board unless such
      individual's election or nomination for election by the Company's
      shareholders is approved by a vote of at least two-thirds of the directors
      then comprising the Incumbent Board; or

            (iii) Consummation by the Company of the sale or other disposition
      by the Company of all or substantially all of the Company's assets or a
      Reorganization of the Company with any other person, corporation or other
      entity, other than a

                  (A) Reorganization that would result in the voting securities
      of the Company outstanding immediately prior thereto (or, in the case of a
      Reorganization that is preceded or accomplished by an acquisition or
      series of related acquisitions by any Person, by tender or exchange offer
      or otherwise, of voting securities representing 5% or more of the combined
      voting power of all securities of the Company, immediately prior to such
      acquisition or the first acquisition in such series of acquisitions)
      continuing to represent, either by remaining outstanding or by being
      converted into voting securities of another entity, more than 50% of the
      combined voting power of the voting securities of the Company or such
      other entity outstanding immediately after such Reorganization (or series
      of related transactions involving such a Reorganization), or

                  (B) Reorganization effected to implement a re-capitalization
      or re-incorporation of the Company (or similar transaction) that does not
      result in a material change in beneficial ownership of the voting
      securities of the Company or its successor; or

            (iv) Resolution of the shareholders of the Company or a court order
      of the competent Dutch court to liquidate the Company or the liquidation
      of the Company on any other ground for liquidation pursuant to applicable
      law.


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