Exhibit
10.3

    


    RULES

    


    of

    


    the

    


    GLOBUS
MARITIME INCENTIVE PLAN

    


    (Adopted
by the Company
on              2007)

    


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    INDEX

     

    
      
        
          
            	
                    Rule

                  	 
      	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      	 
      	 
      
	
                    1

                  	 
      	
                    Definitions

                  	 
      	
                    1

                  
	 
      	 
      	 
      	 
      	 
      
	
                    2

                  	 
      	
                    Commencement
      and Timing of the Grant of Awards

                  	 
      	
                    3

                  
	 
      	 
      	 
      	 
      	 
      
	
                    3

                  	 
      	
                    Eligibility
      and Conditions

                  	 
      	
                    3

                  
	 
      	 
      	 
      	 
      	 
      
	
                    4

                  	 
      	
                    Individual
      limit

                  	 
      	
                    4

                  
	 
      	 
      	 
      	 
      	 
      
	
                    5

                  	 
      	
                    Overall
      limit

                  	 
      	
                    4

                  
	 
      	 
      	 
      	 
      	 
      
	
                    6

                  	 
      	
                    Dividend
      Shares

                  	 
      	
                    5

                  
	 
      	 
      	 
      	 
      	 
      
	
                    7

                  	 
      	
                    Vesting
      and Delivery of Shares

                  	 
      	
                    5

                  
	 
      	 
      	 
      	 
      	 
      
	
                    8

                  	 
      	
                    Cessation
      of Employment

                  	 
      	
                    6

                  
	 
      	 
      	 
      	 
      	 
      
	
                    9

                  	 
      	
                    Lapse

                  	 
      	
                    6

                  
	 
      	 
      	 
      	 
      	 
      
	
                    10

                  	 
      	
                    Takeovers
      and liquidations

                  	 
      	
                    6

                  
	 
      	 
      	 
      	 
      	 
      
	
                    11

                  	 
      	
                    Amendments

                  	 
      	
                    7

                  
	 
      	 
      	 
      	 
      	 
      
	
                    12

                  	 
      	
                    Variation
      of share capital

                  	 
      	
                    7

                  
	 
      	 
      	 
      	 
      	 
      
	
                    13

                  	 
      	
                    Administration

                  	 
      	
                    8

                  
	 
      	 
      	 
      	 
      	 
      
	
                    14

                  	 
      	
                    Rights
      of Shares

                  	 
      	
                    8

                  
	 
      	 
      	 
      	 
      	 
      
	
                    15

                  	 
      	
                    Disposal
      of Shares

                  	 
      	
                    8

                  
	 
      	 
      	 
      	 
      	 
      
	
                    16

                  	 
      	
                    General

                  	 
      	
                    9

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    RULES
OF THE GLOBUS MARITIME INCENTIVE PLAN

    


    
      
        	
                    1

              	
                Definitions

              


      

    

     

    
      	
              1.1

            	
              In
      this Plan unless the context otherwise requires the following expressions
      have the following meanings:

            


    

     

    “Admission” means the admission
of Shares to trading on AIM becoming effective within the meaning of the AIM
Rules and the expression “Admitted” shall be construed
accordingly;

     

    “AIM” means the Alternative
Investment Market of the London Stock Exchange;

     

    “AIM Rules” means the rules of
the London Stock Exchange governing Admission and the operation of
AIM;

     

    “Award” means a conditional
award of a specified number of Shares;

     

    “Award Certificate” means the
certificate executed by the Grantor evidencing the grant of an
Award;

     

    “Award Tax Liability” means an
amount sufficient to satisfy any taxes, duties or social security contributions
arising in any jurisdiction which are required to be withheld or accounted for
by an Awardholder’s Employing Company or any other Group Company or any other
person in connection with the grant, holding and/or Vesting of an Award and/or
the delivery to the Awardholder of Shares subject to that Award;

     

    “Awardholder” means any
Eligible Employee who has been granted or remains entitled to a Subsisting Award
or (where the context so permits) the personal representatives of such
individual;

     

    “Board” means the board of
directors of the Company;

     

    “Committee” means the
Remuneration Committee of the Board;

     

    “Company” means Globus Maritime
Limited registered in Jersey under No. 94123;

     

    “Courts” means the courts of
England and Wales;

     

    “Date of Grant” means the date
on which the Award is granted in accordance with Rule 3;

     

    “Dealing Code” means the
provisions in the AIM Rules relating to dealings in Shares by Eligible Employees
and the Company’s own code of dealing if such code has been
adopted;

     

    “Dealing Day” means any day on
which the London Stock Exchange is open for transaction business;

     

    “Director” means a director of
the Company;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    “Earnings” means the aggregate
of:

     

    
      	
               
      

            	
              (i)

            	
              the
      annual cash salary and bonus of the office(s) or employment(s) by virtue
      of which an Eligible Employee is eligible to participate in the Plan and
      which the Eligible Employee earns during the period of 12 months ending on
      the relevant Date of Grant; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      fees in respect of consultancy and management services provided by the
      Eligible Employee to any Group Company during the period of 12 months
      ending on the relevant Date of
Grant;

            


    

     

    “Eligible Employee” means any
employee or executive director of a Group Company;

     

    “Employing Company” means any
Group Company or former Group Company by which the Awardholder is or where the
context so admits was employed;

     

    “Grantor” means the Board or
Committee (acting on behalf of the Company);

     

    “Grant Condition” means the
condition set out in paragraph 14.2 of Part IX of the Company’s Admission
Document in respect of the first Admission of the Shares or such other condition
as the Committee may determine being no harder to satisfy than the condition
referred to above;

     

    “Group” means the Company and
its subsidiaries and the expression “Group Company” shall be
construed accordingly;

     

    “Law of 1991” means the
Companies (Jersey) Law of 1991;

     

    “London Stock Exchange” means
London Stock Exchange plc or any successor company or body carrying on the same
business;

     

    “Market Value” means, in
relation to a Share:

     

    
      	
               
      

            	
              (a)

            	
              at
      any time at which the Shares are Admitted, the closing price of a Share
      (as published in the Financial Times on the Date of Grant) on the Dealing
      Day immediately preceding the Date of Grant provided that such day shall
      not fall within a period during which dealings in Shares are prohibited
      under the Company’s Dealing Code, in which case the references to “Dealing
      Day” above shall be to the first day on which dealings in Shares are again
      permitted under the Company’s Dealing Code;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              at
      any time at which the Shares are not Admitted, the Board’s reasonable
      opinion of the fair market value of a Share on the relevant day in
      accordance with Part VIII of the Taxation of Chargeable Gains Act
      1992;

            


    

     

    “Plan” means the Globus
Maritime Incentive Plan, as amended from time to time;

     

    “Rules” means these rules as
from time to time amended in accordance with their provisions;

     

    “Share” means an ordinary share
in the capital of the Company;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Subsisting Award” means an
Award to the extent that it has not lapsed; and

     

    “Vest” means, in relation to an
Award, for the relevant Awardholder to become absolutely beneficially entitled
to some or all of the Shares comprised in the Award, subject always to the other
provisions of the Plan and the expressions “Vesting". "Vested" and “Unvested” shall be construed
accordingly.

    


    
      	
              1.2

            	
              Where
      the context permits the singular shall include the plural and vice versa
      and the masculine gender shall include the
  feminine.

            


    

     

    
      	
              1.3

            	
              References
      to any statutory provision shall include any statutory modification,
      amendment or re-enactment thereto.

            


    

     

    
      	
              1.4

            	
              The
      headings to the Rules are for convenience only and have no legal
      effect.

            


    

     

    
      
        	
                    2

              	
                Commencement
      and Timing of the Grant of
Awards

              


      

    

     

    
      	
              2.1

            	
              Awards
      may be granted under the Plan on and following the date of
      Admission.

            


    

     

    
      	
              2.2

            	
              The
      Committee may resolve at any time that no further Awards shall be granted
      under the Plan and in any event no Awards may be granted under the Plan
      after the tenth anniversary of Admission provided that this Rule shall not
      affect the subsisting rights of
Awardholders.

            


    

     

    
      	
              2.3

            	
              Subject
      to Rule 2.4, Awards may only be granted at the following
      times:

            


    

     

    
      	
              2.3.1

            	
              within
      the period of 28 days from and including the date of adoption of the
      Plan;

            


    

     

    
      	
              2.3.2

            	
              within
      the period of 28 days from and including the date on which any amendment
      to the Plan takes effect in accordance with Rule
  11;

            


    

     

    
      	
              2.3.3

            	
              within
      the period of 28 days from and including the date of announcement of the
      Group’s results for any period;

            


    

     

    
      	
              2.3.4

            	
              within
      the period of 28 days from and including the date on which the Company
      publishes a prospectus or similar document;
and

            


    

     

    
      	
              2.3.5

            	
              at
      any other time at which the Grantor resolves that exceptional
      circumstances exist which justifies the grant of
  Awards.

            


    

     

    
      	
              2.4

            	
              No
      Awards shall be granted at any time during which dealings are prohibited
      under the Company’s Dealing Code.

            


    

     

    
      
        	
                    3

              	
                Eligibility
      and Conditions

              


      

    

     

    
      	
              3.1

            	
              Subject
      to this Rule 3, any Grantor may from time to time in its absolute
      discretion grant an Award to an Eligible Employee as it may in its
      absolute discretion select.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              3.2

            	
              The
      Board may only grant an Award to a Director acting on the recommendation
      of the Committee regarding the selection of that Director and the extent
      of an Award.

            


    

     

    
      	
              3.3

            	
              The
      number of Shares which may be subject to the grant of any such Award to a
      Director shall be determined subject to the Grant
    Condition.

            


    

     

    
      	
              3.4

            	
              Subject
      to the right of a deceased Awardholder’s personal representatives to
      receive Vested Shares pursuant to an Award in accordance with Rule 8.4,
      every Award shall be personal to the Eligible Employee to whom it is
      granted and shall not be capable of being transferred, assigned or charged
      other than, with the permission of the Board, a transfer or assignment for
      the benefit of a company through which the Eligible Employee is providing
      consultancy services to a Group
Company.

            


    

     

    
      	
              3.5

            	
              No
      monetary consideration shall be payable for the grant of an
      Award.

            


    

     

    
      	
              3.6

            	
              Neither
      the grant of an Award nor any benefit which may accrue to an Awardholder
      as a result of the Award shall form part of that Awardholder’s pensionable
      remuneration for the purposes of any pension plan or similar arrangement
      which may be operated by any Group
Company.

            


    

     

    
      	
              3.7

            	
              If
      any Award is granted in breach of the limits contained in Rules 4 and/or
      5, it shall be limited and take effect over the maximum number of Shares
      over which it could have been granted without breaching those
      limits.  No Award to acquire a fraction of a Share shall be
      capable of being granted.

            


    

     

    
      	
              3.8

            	
              It
      shall be a term of any Award that the Awardholder shall comply with such
      arrangements as the Grantor may in its absolute discretion specify for the
      indemnification or reimbursement of any Award Tax
    Liability.

            


    

     

    
      	
              3.9

            	
              Awards
      shall be granted in such manner as the Grantor may determine. When the
      Board or Committee so determines, the Grantor may request an Awardholder
      to accept an Award, such acceptance to be provided in such form and manner
      as the Grantor may determine.

            


    

     

    
      
        	
                    4

              	
                Individual
      limit

              


      

    

     

    
      	
              4.1

            	
              Any
      Award granted to an Eligible Employee shall be limited and take effect so
      that immediately following such grant the Market Value of the Shares
      subject to Awards granted to the Awardholder under the Plan (excluding any
      Awards which have lapsed or partially lapsed or been surrendered) during
      the previous 12 months shall not exceed a sum equal to twice his
      Earnings.

            


    

     

    
      
        	
                    5

              	
                Overall
      limit

              


      

    

     

    
      	
              5.1

            	
              No
      Award to be satisfied by the issue of Shares shall be granted on any day
      if as a result the number of Shares issued or remaining issuable pursuant
      to Awards granted under the Plan and any rights granted under any other
      employees’ share scheme adopted by the Company in the ten years preceding
      the proposed Date of Grant would exceed 10 per cent of the number of
      Shares in issue on the Date of Grant.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              5.2

            	
              For
      the purposes of the limit contained in this Rule, any Shares transferred,
      or remaining transferable, by the Company from treasury shall be treated
      as issued or remaining issuable (as applicable) and Shares which are the
      subject of Awards which have lapsed, partially lapsed or been surrendered
      shall be excluded.

            


    

     

    
      
        	
                    6

              	
                Dividend
      Shares

              


      

    

     

    
      	
              6.1

            	
              If
      a cash dividend is paid during the period commencing on the relevant Date
      of Grant and ending on the date of delivery of the Shares subject to an
      Award, the number of Shares subject to the Award shall be increased by the
      number of Shares calculated in accordance with Rule 6.2
      below.  Any additional Shares made subject to an Award shall be
      subject to the Rules and the same terms as the original Shares subject to
      that Award as if such Shares had been comprised in the Award on the Date
      of Grant except for the purposes of the limits set out in Rules 4 and 5
      above.

            


    

     

    
      	
              6.2

            	
              The
      number of additional Shares shall be calculated using the following
      formula:-

            


    

     

    DS  =
X x Y

     
Z

     

    
      	
               
      

            	
              Where:

            	
              X
      is the number of Shares subject to the Award which have not been delivered
      to the Eligible Employee on the date the dividend is
  paid;

            


    

     

    
      
        	
                 
      

              	
                Y
      is the value of the dividend (in pence, on a per Share
    basis);

              


      

    

     

    
      	
               
      

            	
              Z
      is the closing price (in pence) of a Share on the first Dealing Day on
      which Shares are traded without the benefit of the relevant dividend (i.e.
      “ex-dividend”) as published in the Financial Times on the day following
      that first Dealing Day referred to above;
and

            


    

     

    DS is the
whole number of additional Shares resulting from multiplying X by Y, dividing
the product of that calculation by Z and ignoring any fractions of a
Share.

     

    
      
        	
                    7

              	
                Vesting
      and Delivery of Shares

              


      

    

     

    
      	
              7.1

            	
              Save
      as otherwise provided for in these Rules and subject to Rule 8, Awards
      shall vest proportionally on a daily basis during the period commencing on
      the Date of Grant and ending on the day preceding the third anniversary of
      the Date of Grant.

            


    

     

    
      	
              7.2

            	
              In
      circumstances where an Award would Vest at a time when dealing in Shares
      would not be permitted under the Company’s Dealing Code the Award shall
      not Vest until the first day to arise on which dealings in Shares are
      again permitted.

            


    

     

    
      	
              7.3

            	
              The
      Board shall allot or procure the transfer to the relevant Awardholder of
      the Vested Shares subject to that Award within the 30 days that follow
      each of the first three anniversaries of the Date of Grant of an Award
      unless such allotment or transfer would not be lawful in the relevant
      country or territory.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      
        	
                    8

              	
                Cessation
      of Employment

              


      

    

     

    
      	
              8.1

            	
              If
      an Awardholder ceases employment or to hold office with the Group on
      account of his summary dismissal, his Award (whether Vested or Unvested)
      shall lapse immediately in its
entirety.

            


    

     

    
      	
              8.2

            	
              If
      an Awardholder ceases employment or to hold office with the Group for any
      reason other than his summary dismissal, he shall be entitled to receive,
      subject to Rule 7 and 8.3,  such of the Shares subject to his
      Award as had Vested on the date of cessation of his office or employment
      (or, if earlier, the date on which notice is given by the Awardholder or
      the Employing Company of the relevant Awardholder that the employment or
      office of that Awardholder will terminate, unless the Committee acting in
      its absolute discretion otherwise determines). His Award in respect of any
      Unvested Shares shall lapse
forthwith.

            


    

     

    
      	
              8.3

            	
              In
      the case of Rule 8.2 above, in the 30 days that follow the termination of
      the Awardholder’s office or employment, the Board shall allot or procure
      the transfer to the relevant Awardholder of the Vested Shares subject to
      that Award rounded down to the nearest whole number in the event of
      fractions of a Share unless such allotment or transfer would not be lawful
      in the relevant country or
territory.

            


    

     

    
      	
              8.4

            	
              In
      the event that the Awardholder dies, references to “Awardholder” in this
      Rule 8 shall include, where the context so permits, references to the
      Awardholder’s personal
representatives.

            


    

     

    
      
        	
                    9

              	
                Lapse

              


      

    

     

    
      	
              9.1

            	
              A
      Subsisting Award shall lapse and cease to be capable of Vesting upon the
      occurrence of the earliest to occur of the
  following:

            


    

     

    
      	
              9.1.1

            	
              as
      provided for in Rule 8.1 or 8.2;

            


    

     

    
      	
              9.1.2

            	
              the
      date of any breach or purported breach of Rule 3.4;
  and

            


    

     

    
      	
              9.1.3

            	
              the
      date on which the Awardholder becomes
bankrupt.

            


    

     

    
      	
                 10

            	
              Takeovers
      and liquidations

            


    

     

    
      	
              10.1

            	
              If
      the Courts sanction a scheme of arrangement pursuant to article 125 of the
      Law of 1991, all Subsisting Awards shall Vest in full regardless of the
      extent previously Vested, unless the Committee shall in its absolute
      discretion determine that the ultimate shareholders of the Company
      following the scheme of arrangement are substantially the same as the
      Company’s shareholders immediately prior to the scheme of
      arrangement.

            


    

     

    
      	
              10.2

            	
              If
      any person becomes bound or entitled to acquire Shares in the Company
      under articles 116 to 124 of the Law of 1991, all Subsisting Awards shall
      Vest in full regardless of the extent previously
  Vested.

            


    

     

    
      	
              10.3

            	
              If
      the Company passes a resolution for its voluntary winding-up, all
      Subsisting Awards shall Vest in full regardless of the extent previously
      Vested.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              10.4

            	
              If
      the Shares cease to be Admitted or listed on any "recognised stock
      exchange" (as defined in section 841 of the Income and Corporation Taxes
      Act 1998), all Subsisting Awards shall Vest in full regardless of the
      extent previously Vested.

            


    

     

    
      	
              10.5

            	
              If
      the Company undertakes a transaction whereby it sells such of its assets
      as have a value equal to or exceeding 75% of the net asset value of the
      Company (as calculated by reference to the Company’s accounts for the
      financial year preceding such transaction) other than a sale of less than
      50% (by number) of the Group’s vessels, all Subsisting Awards shall Vest
      regardless of the extent previously
Vested.

            


    

     

    
      	
              10.6

            	
              If
      any of Rules 10.1 to 10.5 apply, the Board shall, as soon as reasonably
      practicable following the relevant event (referred to in any of Rules 10.1
      to 10.5), allot or procure the transfer to the relevant Awardholder of the
      Shares subject to that Award unless such allotment or transfer would not
      be lawful in the relevant country or
territory

            


    

     

    
      	
                 11

            	
              Amendments

            


    

     

    
      	
              11.1

            	
              Subject
      to Rules 11.2 and 11.3, these Rules may be amended by the Committee in any
      way, provided that no alteration to the material advantage of an
      Awardholder or Eligible Employee may be made to the Plan without the prior
      approval of the Company’s shareholders in general
  meeting.

            


    

     

    
      	
              11.2

            	
              Subject
      to Rule 11.3, no amendment to the Plan may operate to vary adversely the
      terms of any Awards granted prior to such amendment
  unless:

            


    

     

    
      	
              11.2.1

            	
              the
      relevant Grantor has invited every relevant Awardholder to give an
      indication as to whether or not he approves the amendment;
    and

            


    

     

    
      	
              11.2.2

            	
              such
      amendment is approved by a majority of those Awardholders who have given
      an indication.

            


    

     

    
      	
              11.3

            	
              Minor
      amendments which the Committee considers necessary or desirable in order
      to benefit the administration of the Plan, to take account of a change in
      the applicable legislation in any country or territory or to obtain or
      maintain favourable tax, exchange control or regulatory treatment for
      Awardholders or any Group Company or to take account of a corporate
      transaction involving a Group Company may be made without the need for
      either of the approvals set out in Rules 11.1 and 11.2 provided that such
      amendments do not affect the basic principles of the
  Plan.

            


    

     

    
      	
              11.4

            	
              Written
      notice of any amendment in accordance with this Rule shall be given to all
      affected Awardholders.

            


    

     

    
      	
                 12

            	
              Variation
      of share capital

            


    

     

    
      	
              12.1

            	
              In
      the event of any capitalisation, consolidation, sub-division or reduction
      of the share capital of the Company and in respect of any discount element
      in any rights issue or any other variation in the share capital of the
      Company the number of Shares subject to an Award may be varied in such
      manner as the Committee shall determine to be fair and
      reasonable.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              12.2

            	
              The
      Grantor may take such steps as it considers necessary to notify
      Awardholders of any adjustment made under Rule 12.1 and to call in,
      cancel, endorse, issue or re-issue any Award Certificate consequent upon
      such adjustment.

            


    

     

    
      	
                 13

            	
              Administration

            


    

     

    
      	
              13.1

            	
              The
      Board shall have power from time to time to make and vary such regulations
      (not being inconsistent with the Plan) for the implementation and
      administration of the Plan as it thinks
fit.

            


    

     

    
      	
              13.2

            	
              The
      decision of the Board shall be final and binding in all matters relating
      to the Plan.

            


    

     

    
      	
              13.3

            	
              The
      costs of establishing and administering the Plan and any expenses
      (including stamp duty) involved in any transfer of Shares to an
      Awardholder shall be borne by the
Company.

            


    

     

    
      	
              13.4

            	
              The
      Company shall not be obliged to provide Eligible Employees or Awardholders
      (or their personal representatives) with copies of any notices, circulars
      or other documents sent to shareholders of the
  Company.

            


    

     

    
      	
                 14

            	
              Rights
      of Shares

            


    

     

    
      	
              14.1

            	
              Subject
      to Rule 6, Shares allotted pursuant to an Award will on allotment rank
      pari passu in all respects with the then issued Shares save as regards any
      rights attaching by reference to a record date prior to the date of such
      allotment and will be subject to all the provisions of the
      Articles of Association of the
Company.

            


    

     

    
      	
              14.2

            	
              If
      and so long as Shares are traded on AIM, the Company will apply for any
      Shares issued pursuant to the Plan to be admitted to trading on
      AIM.

            


    

     

    
      	
              14.3

            	
              All
      allotments, issues and transfers of Shares are subject to any necessary
      consents under any relevant enactments or regulations for the time being
      in force in the United Kingdom, Jersey or elsewhere.  The
      Awardholder is responsible for complying with any requirements to obtain
      or avoid the need for any such
consent.

            


    

     

    
      	
                 15

            	
              Disposal
      of Shares

            


    

     

    
      	
              15.1

            	
              Following
      the Vesting of an Award and the delivery of the Shares subject to that
      Award, an Awardholder may not dispose of any Shares acquired pursuant to
      an Award under the Plan before the first anniversary of acquiring the
      Shares except in accordance with Rule
15.2.

            


    

     

    
      	
              15.2

            	
              If
      the Awardholder incurs a tax or social security contributions liability as
      a result of the Vesting of an Award or the delivery of the Shares subject
      to an Award, the Awardholder shall be entitled to sell sufficient of the
      Shares received pursuant to his Award prior to the first anniversary of
      his acquisition of such Shares in order to fund any such tax or social
      security contributions liability.

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
                 16

            	
              General

            


    

     

    
      	
              16.1

            	
              The
      Plan shall commence on Admission and shall (unless terminated earlier by a
      resolution of the Board or a resolution of the Company in general meeting)
      terminate upon the tenth anniversary of such date. Upon termination
      (howsoever occurring), no further Awards may be granted under the Plan but
      such termination shall be without prejudice to any accrued rights in
      existence at the date thereof.

            


    

     

    
      	
              16.2

            	
              The
      Company will at all times keep available sufficient authorised and
      unissued Shares to satisfy the Vesting of all Subsisting Awards, taking
      account of any other obligations of the Company to issue
      Shares.

            


    

     

    
      	
              16.3

            	
              The
      existence of any Award shall not affect in any way the right or power of
      the Company or its shareholders to make or authorise any or all
      adjustments, recapitalisations, reorganisations, reductions of capital,
      purchases or redemptions of its Shares or any other changes in the
      structure of the Company’s share capital or any merger or consolidation of
      the Company, or any issue of bonds, debentures, preferred or prior
      preference stock ahead of or convertible into, or otherwise affecting the
      Shares or the rights thereof, 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.

            


    

     

    
      	
              16.4

            	
              Notwithstanding
      any other provision of the Plan, the rights and obligations of an
      Awardholder under the terms and conditions of his office or employment
      shall not be affected by his participation in the Plan or any right he may
      have to participate in the Plan.  An individual who participates
      in the Plan waives all and any rights to compensation or damages in
      consequence of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      termination of his office or employment with any company for any reason
      whatsoever, whether lawful or unlawful;
and/or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      exercise or failure to exercise any discretion conferred by these
      Rules

            


    

     

    insofar
as those rights arise or may arise from his ceasing to have rights under, or to
be entitled to an Award under, the Plan as a result of such termination or from
the loss or diminution in value of such rights or entitlements.  If
necessary, the Awardholder’s terms of employment shall be varied
accordingly.

     

    
      	
              16.5

            	
              All
      allotments, issues and transfers of Shares under the Plan will be subject
      to the Company obtaining any consents required under any relevant
      legislation in the United Kingdom or elsewhere and Awardholders will be
      responsible for complying with all relevant requirements in order to
      obtain or avoid the necessity for any such
  consent.

            


    

     

    
      	
              16.6

            	
              The
      Grantor, the Company and any other Group Company shall have no obligation
      to notify Awardholders (or their personal representatives, as the case may
      be) of the forthcoming lapse of an Award nor, save as otherwise provided
      for in the Plan, to provide other reports to Awardholders as to the status
      of their Awards.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              16.7

            	
              The
      Company shall not be responsible for obtaining any governmental,
      regulatory or other official consent that may be required in any country
      or jurisdiction in order to permit the grant or Vesting of an Award to a
      particular Eligible Employee or Awardholder.  The Eligible
      Employee or Awardholder (as the case may be) shall be responsible for
      obtaining any such consent and the Company shall not be responsible for
      any failure by any Eligible Employee or Awardholder to do so or for any
      tax or other liability to which an Awardholder may become subject as a
      result of his participation in the
Plan.

            


    

     

    
      	
              16.8

            	
              It
      is a condition of participation in the Plan that an Awardholder agrees to
      the holding of information about the Awardholder by the Company and
      authorises the Company and its agents and advisers to use such information
      according to these Rules for the purposes of the Plan.  It is a
      further condition of participation in the Plan that each Awardholder
      agrees that data concerning the Awardholder’s participation may be
      processed by agents of the Company wherever located and where necessary
      transmitted outside the European Economic
Area.

            


    

     

    
      	
              16.9

            	
              Save
      as otherwise provided in the Plan, any notice or communication to be given
      to any Eligible Employee or Awardholder may be given by electronic mail,
      personally delivered or sent by ordinary post to the person’s last known
      address and where a notice or communication is sent by post it shall be
      deemed to have been received 48 hours after the same was put into the
      post properly addressed and stamped.  Share certificates and
      other communications sent by post will be sent at the risk of the Eligible
      Employee or Awardholder concerned and the Company shall have no liability
      whatsoever to any such person in respect of any notification, document,
      share certificate or other communication so given, sent or
      made.

            


    

     

    
      	
              16.10

            	
              Any
      notice to be given to the Company shall only be delivered or sent to their
      respective registered offices addressed to the company secretary and shall
      be effective upon receipt.

            


    

     

    
      	
              16.11

            	
              The
      Plan and all Awards granted under it shall be governed by and construed in
      accordance with English law and any dispute shall be subject to the
      exclusive jurisdiction of the
Courts.

            


    

     

    
      
        
        

      

      
        10