**Exhibit 10.11**

** **

**WATSON WYATT WORLDWIDE, INC.**

**AMENDED 2001DEFERRED STOCK UNIT PLAN FOR SELECTED EMPLOYEES**

 

# **Article 1 -****     ****General**

#  

## Section 1.1.            Purposes.

##  

The purposes of the WatsonWyatt Worldwide, Inc. Amended 2001 Deferred Stock Unit Plan for SelectedEmployees (the “Plan”) are (a) to provide an incentive to certain highlyqualified individuals to serve as Selected Employees (as defined below) ofWatson Wyatt Worldwide, Inc. (“WWW”) and its Affiliates (together, the “Company”)and (b) to further align the interests of Selected Employees with thestockholders of WWW.

 

## Section 1.2.            Definitions.

##  

For the purpose of the Plan,the following terms shall have the meanings indicated.

 

(a) “Account” means the unfunded andunsecured journal entry account established on the books and records of WWW torecord an Account Balance.

 

(b) “AccountBalance” means, the Deferred Stock Units credited to a Participant’s Account,as adjusted in accordance with Article 4 to reflect the addition ofdividend equivalents and any changes in capitalization and as adjusted inaccordance with Section 2.7.

 

(c) “Affiliate”means any corporation, partnership, or other organization of which WWW owns orcontrols, directly or indirectly, not less than 50% of the total combinedvoting power of all classes of stock or other equity interests.

 

(d) “AnnualMeeting” means the Annual Meeting of Stockholders of WWW.

 

(e) “Boardof Directors” or “Board” shall mean the Board of Directors of WWW

 

(f) “BusinessDay” shall mean any day on which the New York Stock Exchange is open forbusiness.

 

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                (g) “Change in Control”shall mean the occurrence of any of the following:

 

(i)            the sale, lease, transfer, conveyance or otherdisposition, in one or a series of related transactions, of all orsubstantially all of the assets of the Company;

 

                (ii)           any “person” or “group” (assuch terms are used in Sections 13(d)(3) and 14(d)(2) of the ExchangeAct, as defined below) is or becomes the “beneficial owner” (as defined in Rules 13d-3and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficialownership” of all shares that any such person has the right to acquire, whethersuch right is exercisable immediately or is subject to other conditions,directly or indirectly, of more than 50% of the total voting power of thevoting stock of WWW, including by way of merger, consolidation or otherwise;

 

                (iii)          satisfaction or waiver ofall conditions precedent (including receipt of any approval by the stockholdersof WWW) under any agreement or plan of merger, consolidation or reorganizationinvolving WWW, if as a result of such merger, consolidation or reorganizationthe stockholders of WWW immediately before such transaction will not own,directly or indirectly immediately following such merger, consolidation orreorganization, more than 50% of the combined voting power of the company(ies)resulting from such merger, consolidation or reorganization in substantiallythe same proportion as their ownership immediately before such merger,consolidation or reorganization; or

 

                (iv)          during any period of twoconsecutive years, individuals who at the beginning of such period served onthe Board of Directors (any such individual, an “Incumbent Director”) cease forany reason to constitute a majority of the Board of Directors; provided thatany new director whose election to the Board or whose nomination for electionto the Board was approved by a majority of the Incumbent Directors then inoffice shall be considered an “Incumbent Director” unless the director was electedor nominated for election to the Board of Directors to avoid or settle athreatened or actual proxy contest.

 

(h) “Code”means the Internal Revenue Code of 1986 of the United States 

 

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of America, as amended fromtime to time.

 

(i) “Committee”shall have the meaning provided in Section 7.1.

 

(j) “CommonStock” means the Class A common stock, par value $.01 per share, of WWW.

 

(k) “Company”means WWW and all of its Affiliates.

 

(l) “CurrentMarket Value” per share of Common Stock for any date means (i) ifthe Common Stock is listed on a national securities exchange or quotationsystem, the closing sales price on such exchange or quotation system on suchdate or, in the absence of reported sales on such date, the closing sales priceon the immediately preceding date on which sales were reported, (ii) ifthe Common Stock is not listed on a national securities exchange or quotationsystem, the mean between the high bid and low offered prices as quoted by theNational Association of Securities Dealers, Inc. Automated QuotationSystem (“NASDAQ”) for such date, or (iii) if the Common Stock is neitherlisted on a national securities exchange or quotation system nor quoted byNASDAQ, the fair value as determined by such other method as the Committeedetermines in good faith to be reasonable.

 

(m) “DeferredStock Unit” or “Unit” means a unit representing WWW’s obligation to deliver orissue to a Participant one share of Common Stock for each such unit in accordancewith the terms of the Plan.

 

(n) “Disability”means any physical or mental condition of a Selected Employee that in theopinion of the Committee renders the Selected Employee incapable of continuingto be an employee of the Company.

 

(o) “ExchangeAct” means the Securities Exchange Act of 1934 of the United States of America,as amended.

 

(p) “Grant”means the crediting of units to a Participant’s Account pursuant to Section 2.1.

 

(q) “GrantDate” shall mean the date that Deferred Stock Units are credited to aParticipant’s Account pursuant to Section 2.1.

 

(r) “Participant”means each Selected Employee to whom a Grant of Deferred Stock Units has beenmade under the Plan.

 

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(s) “Payment” means the distribution ofCommon Stock to a Participant in accordance with Sections 2.4 and 2.6(b), andit shall also include any Payment made pursuant to Article 6 or Section 7.4.

 

(t) “Plan”means this Watson Wyatt & Company Holdings 2001 Deferred Stock UnitPlan for Selected Employees.

 

(u) “SelectedEmployee” shall mean those highly compensated and/or highly qualified employeesof the Company as are eligible to be selected by the Committee for awards underthis Plan, as determined by the Committee from time to time.

 

(v) “UnitPortion of the Bonus” means the portion of any Participant’s bonus that is tobe allocated and paid by crediting Deferred Stock Units to the Participant’sAccount, as determined or approved by the Committee, and done in accordancewith Section 2.1.

 

(w) “Units”has the meaning specified in the definition of “Deferred Stock Units”.

 

(x) “Vested”means, with respect to a Deferred Stock Unit credited to a Participant’sAccount, that such Unit is no longer subject to forfeiture in accordance withany notice given by the Company to the Participant at the time of the Grant, orany agreement between the Company and the Participant, in accordance with Section 2.2.

 

(z) “WWW”has the meaning specified in Section 1.1.

 

(aa) “Section 409A” means Section 409A ofthe Code and any regulations and other guidance issued by the Internal RevenueService thereunder.

 

(bb) “Separationfrom Service” means the cessation of aParticipant’s service as an employee of the Company and its Affiliates, whethervoluntary or involuntary, for any reason determined consistent with guidanceissued by the Department of the Treasury regarding what constitutes a “separationfrom service” under Section 409A.

 

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## Section 1.3.            Shares Subject to the Plan.

###  

### (a)   Reservationof Shares.  The total number of shares ofCommon Stock that shall be reserved for issuance in payment of Deferred StockUnits under the Plan shall be 1,500,000 subject to adjustment for changes incapitalization of WWW as provided in subparagraph (b) below.  Shares of Common Stock issued under the Planmay be authorized but unissued shares of Common Stock, issued shares held in oracquired for WWW’s treasury or shares reacquired by WWW upon purchase in theopen market.

###  

### (b)   Changesin Common Stock.  If any change is madein the terms or provisions of the Common Stock then subject to the Plan(whether by reason of reorganization, merger, consolidation, recapitalization,stock dividend, stock split, combination of shares, exchange of shares, changein corporate structure, or otherwise), then the Committee may make appropriateadjustments to the maximum number of shares of Common Stock subject to andreserved under the Plan and to the Units allocated to Accounts as it in itssole discretion determines to be appropriate.

###  

# **Article 2 -****               ****Deferred Stock Units; Optional Deferral of Payment**

#  

## Section 2.1.            Grants of Deferred Stock Units.

##  

## TheCommittee shall select and/or approve the Selected Employees who shall beParticipants in the Plan and shall authorize each Grant under the Plan bydetermining or approving the portion or amount of any bonus otherwise payableto any such Participant which shall equal the Unit Portion of the Bonus made tothe Participant.  Each Participant shallhave an Account established in his or her name. In connection with any Grant, there shall be credited to the Participant’sAccount as of the Grant Date, the number of Deferred Stock Units obtained bydividing the amount of the Unit Portion of the Bonus made to the Participant bythe Current Market Value per share of Common Stock as of the Grant Date, androunding the result upwards to the nearest whole Deferred Stock Unit.  Upon a Grant being made in the name of aParticipant, the Participant’s rights with respect to the Unit Portion of theBonus for the Participant shall consist solely of any benefits providedpursuant to the Plan.

##  

## Section 2.2.            Vesting of Deferred Stock Units.

##  

## TheCompany may provide, in a notice given by the Company to the Participant at thetime of the Grant, or in an agreement between the Company and the Participant,a vesting schedule for the Deferred Stock Units being credited to theParticipant’s Account, such that some or all of the Deferred Stock Unitscredited to the Participant’s Account shall be forfeited if the Participantdoes not continue in employment with the Company until the vesting of suchUnits as specified in such notice or agreement.

 

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## Section 2.3.            Termination of Employment.

##  

##                 Notwithstanding anyprovision herein to the contrary, in the event that a Participant’s employmentis terminated before any (or all) of his or her Deferred Stock Units havebecome Vested, as provided in the notice or agreement described in Section 2.2,then all such Deferred Stock Units in the Participant’s Account which are notthen Vested (including any Units attributable to such Units pursuant to Section 4.1,as determined by the Company) shall be forfeited, and no amount or Common Stockshall be payable with respect to such Units under any provision of this Plan,including any provision of this Article 2.

##  

## Section 2.4.            Payment of Shares on Account of Deferred Stock Units.

##  

## Unlessdeferred at the option of the Participant in accordance with Section 2.5(a),or if otherwise modified pursuant to the provisions of this Plan, the AccountBalance with respect to a particular Grant will become payable and shall bepaid on the date that the Units become Vested in accordance with Section 2.2,and one share of Common Stock will be delivered in full satisfaction of eachDeferred Stock Unit to be paid, after rounding any fractional Deferred StockUnit upwards to the nearest whole share.

##  

## Section 2.5.            Optional Deferral of Payment of Shares.

##  

### (a)   OptionalDeferral of Payment.  As to each Grant,the Committee may allow a Participant the option to defer the payment of all ora portion of any Deferred Stock Units for later payment in accordance with Section 2.6by submitting to the Committee or its designee such forms as the Committeeshall prescribe by such date as the Committee may establish. Any such election shall becomeirrevocable as of the last date that is permissible under Section 409A.  With respect to Deferred Stock Units thatvest at least 12 months after the date of Grant, to the extent permitted by theCommittee, a Participant may irrevocably elect to defer payment of suchDeferred Stock Units at any time within 30 days of the date of Grant, providedthat such election shall apply only to the extent the applicable Deferred StockUnits do not vest earlier than the 12-month anniversary of such election. In noevent may any deferral be made to the extent such deferral would result in theacceleration of any tax or the imposition of any additional tax or interestcharge pursuant to Section 409A.

###  

### (b)   Irrevocabilityof Deferral Election.   An election todefer the payment of all or a portion of a Participant’s Account Balance madepursuant to Section 2.5(a) shall be irrevocable once submitted to theCommittee or his or her designee.

 

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## Section 2.6.            Payment of Shares Optionally Deferred.

##  

### (a)   DeferralElection.  If a Participant elects, thenhis or her Account Balance will be paid by the Company, at the time elected bythe Participant in accordance with this Section 2.6.  The Account Balance shall bepaid in a lump sum at the time specified in this Section 2.6 or, ifauthorized by the Committee and elected by the Participant on the deferralelection form, in annual payments over a period of years.  If the Account Balance is to be paid inannual payments, then each payment will be calculated as a number of DeferredStock Units equal to (i) the number determined by dividing the number ofUnits allocated to the Participant’s Account as of the date of the firstpayment by the total number of annual payments, plus (ii) the number ofany additional Units allocated pursuant to Section 4.1 after the date ofthe first payment to the Units then payable. The election shall specify the timingof the lump sum payment or (in the case of annual payments) of the first payment, as one of thefollowing:  (i) the first day of themonth following the month that the Participant experiences a Separation fromService or that the Participant dies;  (ii) thefirst day of the month which is any number of whole years selected by theParticipant after the date on which the Participant’s Deferred Stock Unitsbecome Vested (i.e., without taking into account the possibility of aParticipant’s Separation from Service, death or Disability); or (iii) inany month in the calendar year following the date on which the Participantexperiences a Separation from Service.  Notwithstanding the foregoing, if theParticipant is a “specified employee” within the meaning of Section 409Aand the event resulting in distribution of benefits is the Participant’sSeparation from Service, any distribution scheduled to be made within sixmonths of such Separation from Service shall be made on the six-monthanniversary of such Separation from Service.

###  

### (b)   Form ofPayment.  One share of Common Stock willbe delivered in full satisfaction of each Deferred Stock Unit to be paid, afterrounding any fractional Deferred Stock Unit upwards to the nearest whole share.

###  

### (c)   DeathPrior to Payment.  If the Participantdies prior to payment of any or all amounts optionally deferred pursuant tothis Section 2.6, then the Account Balance will be paid to the Participant’sbeneficiary in accordance with the Participant’s election.

###  

## Section 2.7.            Debiting of Deferred Stock Account.

##  

#                      If and when sharesof Common Stock are distributed to a Participant, the Participant’s Accountshall be debited with the number of Units equivalent to the number of shares ofCommon Stock that have been distributed.

 

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                Section 2.8.            Mandatory Deferral if Section 162(m) Applies.

 

(a)           Mandatory Deferral.  Notwithstanding any other provision of thePlan to the contrary, to the extent the Company reasonably anticipates thatpayment of a Participant’s Account at the time elected by the Participant orotherwise provided under the Plan would be nondeductible to the Company due tothe application of Section 162(m) of the Code, payment of thatportion of the Account shall be delayed until the Participant’s separation fromservice (as determined pursuant to Section 409A of the Code) or, ifearlier, in the calendar year in which the Company first reasonably anticipatesthat payment of the deferred amount will not be nondeductible as a result ofthe application of Section 162(m) of the Code.  Notwithstanding the preceding sentence, whereany scheduled payment to the Participant is delayed in accordance with this Section 2.8(a),the delay in all events will be for at least five (5) years from the datethe payment otherwise was scheduled to be made pursuant to the Participant’selection or as otherwise provided under the Plan unless all scheduled paymentsto the Participant by the Company that could be delayed consistent with Section 409Aof the Code as a result of the application of Section 162(m) of theCode are also delayed.  In addition, tothe extent that the Participant is a “specified employee” (as determinedpursuant to Section 409A of the Code) and payment is made in connectionwith the Participant’s separation from service, payment of the amount describedin this Section 2.8 shall in no event be made earlier than the six-monthanniversary of the Participant’s separation from service (unless theParticipant’s separation from service results from the Participant’s death, inwhich case the deferred amount shall be paid to the Participant’s beneficiaryas soon as reasonably practicable following the Participant’s death).

 

                (b)           Form of Payment. Duringany deferral period required by Section 2.8(a), the Participant’s Accountshall continue to be deemed invested in Deferred Stock Units.  At time of payment specified in Section 2.8(a),one share of Common Stock will be delivered in full satisfaction of each suchDeferred Stock Unit to be paid, after rounding any fractional Deferred StockUnit upwards to the nearest whole share.

 

# **Article 3 -****     ****Beneficiary; Tax**

#  

## Section 3.1.            Beneficiary.

##  

### (a)   Designationof Beneficiary.  The Participant maydesignate, in writing delivered to the Committee or its designee before theParticipant’s death, a beneficiary to receive payments under the Plan in theevent of the Participant’s death.  TheParticipant may also designate a contingent beneficiary to receive paymentsunder the Plan if the primary beneficiary does not survive theParticipant.  The Participant maydesignate more than one person as the Participant’s beneficiary or contingentbeneficiary, in which case (i) no contingent beneficiary would receive anypayment unless all of the primary beneficiaries predeceased the Participant,and (ii) the surviving beneficiaries in any class 

 

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### shallshare in any payments in proportion to the percentages of interest assigned tothem by the Participant relative to the percentage of interests held by allsurvivors in that class.

###  

### (b)   Changein Beneficiary.  The Participant maychange his or her beneficiary or contingent beneficiary (without the consent ofany prior beneficiary) in a writing delivered to the Committee or its designeebefore the Participant’s death.  Unlessthe Participant states otherwise in such writing, any change in beneficiary orcontingent beneficiary will automatically revoke such prior designations of theParticipant’s beneficiary or of the Participant’s contingent beneficiary, asthe case may be, under this Plan only; any designations under other deferralagreements or plans of the Company will remain unaffected.

###  

### (c)   DefaultBeneficiary.  In the event a Participantdoes not designate a beneficiary, or no designated beneficiary survives theParticipant, the Participant’s beneficiary shall be the Participant’s survivingspouse, if the Participant is married at the time of his or her death and notsubject to a court-approved agreement or court decree of separation, orotherwise the person or persons designated to receive benefits on account ofthe Participant’s death under the Company’s pre-retirement death benefit forSelected Employees, if any, unless the rights to such benefit have beenassigned, in which case any amounts payable to the Participant’s beneficiaryunder the Plan will be paid to the Participant’s estate.

###  

### (d)   If theBeneficiary Dies During Payment.  If abeneficiary who is receiving or is entitled to receive payments hereunder diesafter the Participant’s death but before all the payments have been made, theportion of the Account Balance which that beneficiary otherwise would havereceived will be paid as soon as practicable in a single payment to suchbeneficiary’s estate and not to any contingent beneficiary the Participant mayhave designated.

###  

## Section 3.2.            Domestic Relations Orders.

##  

Notwithstanding theParticipant’s elections hereunder, at the time any Units become payable underSections 2.4 and 2.6, the Company will pay to, or to the Participant for thebenefit of, the Participant’s spouse or former spouse the portion of theParticipant’s Account Balance specified in a valid court order entered in adomestic relations proceeding involving the Participant’s divorce or legalseparation.  Any such payment will bemade net of any amounts the Company may be required to withhold underapplicable U.S. federal, foreign, state or local law.

 

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##  

## Section 3.3.            Payment of Cash Where Distribution of Common Stock is Prohibited orImpractical Under Applicable Law.

##  

Notwithstandingany other provision of this Plan, in any jurisdiction or country where theCommittee determines that the distribution of Common Stock in such jurisdictionor country is prohibited or impractical (including as a result of costs oradministrative procedures) under the law of such jurisdiction or country, theCompany may pay cash (rather than Common Stock) to a Participant in an amountequal to the Current Market Value, as of the date the shares otherwise wouldhave been payable, of the Common Stock that the Participant otherwise wouldhave received.

 

## Section 3.4.            Withholding of Taxes

##  

Whenever under the Plan payments are to be made,whether in shares of stock or in cash, the Company, in its sole discretion,shall be entitled to withhold therefrom the amount it determines necessary tosatisfy any United States federal, state, local, foreign or other withholdingtax requirements relating to such amount, or to require as a condition of deliverythat the Participant remit or, in appropriate cases, agree to remit when duethe amount necessary to satisfy all federal, state, local, foreign, or otherwithholding tax requirements relating thereto. At the option of the Company, such amount may be remitted by checkpayable to the Company, in shares of Common Stock (which may include sharesreceived pursuant to this Plan), by the Company’s withholding of shares ofCommon Stock, or any combination thereof.

 

# **Article 4-****     ****Adjustment of Accounts**

#  

## Section 4.1.            Dividend Equivalents.

##  

### Whenevera cash dividend is paid on a share of Common Stock, a Participant’s Accountwill be adjusted by adding to the Account Balance the number of Deferred StockUnits determined by multiplying the per share amount of the cash dividend bythe number of Units credited to the Account Balance on the record date for thecash dividend, dividing the result by the Current Market Value of a share ofCommon Stock on the date the cash dividend is paid, and rounding the result tothe nearest 1/100th of a Deferred Stock Unit as the case may be (with .005being rounded upwards); provided that, if a Participant’s Account Balance isreduced to zero in accordance with the Plan between the record date and thepayment date for such cash dividend, then, in lieu of such adjustment to theParticipant’s Account, the dividend equivalent amount with respect to suchrecord date will be determined by multiplying the per share amount of the cashdividend by the portion of the Participant’s Account Balance that is payable onthe record date for the cash dividend 

 

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###  

### and rounding the resultto the nearest whole cent, which amount shall be paid to the Participant incash.  Any adjustment with respect to aParticipant’s Account pursuant to this Section 4.1 which is made withrespect to any Deferred Stock Units which are not then Vested shall becomeVested at the same time as such Deferred Stock Units.

###  

## Section 4.2.            Changes in Capitalization.

##  

### Notwithstanding any otherprovision of the Plan to the contrary, if any change shall occur in or affectshares of Common Stock on account of a merger, consolidation, reorganization,stock dividend, stock split or combination, reclassification, recapitalization,or distribution to holders of shares of Common Stock (other than cashdividends), including, without limitation, a merger or other reorganizationevent in which the shares of Common Stock cease to exist, then the Committeemay make an appropriate adjustment to the Deferred Stock Units, as itdetermines necessary to maintain the proportionate interest of the Participantsand to preserve, without increasing, the value of their Account Balance.  In the event of a change in the presently authorizedshares of Common Stock that is limited to a change in the designation thereofor a change of authorized shares with par value into the same number of shareswith a different par value or into the same number of shares without par value,the shares resulting from any such change shall be deemed to be shares ofCommon Stock within the meaning of the Plan.

###  

# **Article 5-****     ****Status of Accounts**

#  

## Section 5.1.            No Trust or Fund Created; General Creditor Status.

##  

Nothing contained herein andno action taken pursuant hereto will be construed to create a trust or separatefund of any kind or a fiduciary relationship between the Company and anyParticipant, the Participant’s beneficiary or estate, or any other person.  Title to and beneficial ownership of anyCommon Stock or funds represented by the Account Balance will at all timesremain with the Company; such Common Stock or funds will continue for allpurposes to be a part of the general assets of the Company and may be used forany corporate purpose. No person will, by virtue of the provisions of thisPlan, have any interest whatsoever in any specific assets of the Company.  TO THE EXTENT THAT ANY PERSON ACQUIRES ARIGHT TO RECEIVE PAYMENTS FROM THE COMPANY UNDER THIS PLAN, SUCH RIGHT WILL BENO GREATER THAN THE RIGHT OF ANY UNSECURED GENERAL CREDITOR OF THE COMPANY

 

## Section 5.2.            Non-Assignability.

##  

The Participant’s right, orthe right of any other person, to the Participant’s 

 

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Account Balance or any other benefits hereunder cannotbe assigned, alienated, sold, garnished, transferred, pledged, or encumberedexcept by a written designation of beneficiary under this Plan, by writtenwill, or by the laws of descent and distribution.

 

# **Article 6 -****     ****Change in Control**

#  

(a)                                  With respect tothe portion of the Participant’s Account that was “earned and vested” as of December 31,2004 and earnings thereon (each as determined pursuant to applicable InternalRevenue Service guidance), in the event of a Change in Control of the Company,the Committee may, in its sole discretion, provide that any or none of thefollowing applicable actions be taken as a result, or in anticipation, of anysuch event to assure fair and equitable treatment of Participants:

 

(i)            accelerate the Vesting ofDeferred Stock Units, or provide for the Payment of Stock or cash pursuant tothis Plan;

 

(ii)           make adjustments ormodifications to any award of Units, Participant’s Account or election withrespect to an Account, any Payment or right to Payment, or any other right of aParticipant hereunder, as the Committee deems appropriate to maintain andprotect the rights and interests of the Participants following such Change inControl.

 

Anysuch action approved by the Committee shall be conclusive and binding on theCompany and all Participants.

 

(b)           With respect to the portionof the Participant’s Account that was not “earned and vested” as of December 31,2004 and earnings thereon, in the event of a Change in Control of the Company,the Committee shall accelerate the Vesting of Deferred Stock Units and providefor the immediate Payment of Stock or cash pursuant to this Plan.  For purposes of this paragraph (b), an eventshall be a Change in Control only if it also qualifies as a change in change inownership of the Company or a change in the effective control of the Company,each as determined pursuant to Section 409A of the Code.

 

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# **Article 7-****     ****Administration of the Plan**

#  

## Section 7.1.            Administration.

##  

##                 The Plan shallbe administered by a Committee appointed by the Board of Directors of theCompany (the “Committee”). The Committee shall consist of two or more directorswho are “non-employee directors,” within the meaning of Rule 16b-3 underthe Exchange Act, and “outside directors” within the meaning of Section 162(m) ofthe Code.  Any vacancy on the Committee,whether due to action of the Board of Directors or due to any other cause, maybe filled, and shall be filled if required to maintain a Committee of at leasttwo such persons, by resolution adopted by the Board of Directors.

##  

## Section 7.2.            Procedures.

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##                 (a)           The Committee shall selectone of its members as Chairman and shall adopt such rules and regulationsas it shall deem appropriate concerning the holding of its meetings and theadministration of the Plan.  A majorityof the whole Committee shall constitute a quorum, and the acts of a majority ofthe members of the Committee present at a meeting at which a quorum is present,or acts approved in writing by all of the members of the Committee, shall bethe acts of the Committee.

##  

## (b)           Subject to the provisions ofthe Plan and the specific duties delegated by the Board to the Committee, theCommittee may delegate, to any executive or other delegate of the Company, thefollowing authority:

##  

(i)                                     to construe and interpretthe terms of the Plan;

 

(ii)                                  to prescribe, amend andrescind rules and regulations relating to the Plan; and

 

(iii)                               to make all otherdeterminations deemed necessary or advisable for administering the Plan.

 

## Section 7.3.             Interpretation.

##  

##                 The Committee shall have full power andauthority to interpret the provisions of the Plan and any agreement or noticemade or provided under this Plan, to administer the Plan in all jurisdictionsin which this Plan is effective or where there are Participants who areparticipating in this Plan, to determine how and as of what date any currenciesother than United States dollars will be converted into United States Dollars,and to determine any and all questions arising under the Plan.  The Committee’s decisions shall be final andbinding on all Participants in or other persons claiming under the Plan.

 

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## Section 7.4.            Paymentson Behalf of an Incompetent.

 

If the Committee finds thatany person who is at the time entitled to any payment hereunder is a minor oris unable to care for his or her affairs because of disability or incompetency,payment of the Account Balance may be made to anyone found by the Committee tobe the authorized representative of such person, or to be otherwise entitled tosuch payment, in the manner and under the conditions that the Committeedetermines.  Such payment will be acomplete discharge of the liabilities of the Company hereunder with respect tothe amounts so paid.

 

## Section 7.5.            Corporate Books andRecords Controlling.

##  

The books and records of theCompany will be controlling in the event a question arises hereunder concerningany Account Balance, deferral elections, beneficiary designations, or any othermatters.

 

## Section 7.6.            Indemnity.

##  

No member of the Board of Directors or the Committeeshall be liable for any action or determination made in good faith with respectto the Plan or any option granted under it. The Company shall indemnify each member of the Board of Directors andthe Committee to the fullest extent permitted by law with respect to any claim,loss, damage or expense (including counsel fees) arising in connection withtheir responsibilities under this Plan.

 

# **Article 8- Miscellaneous Provisions**

#  

## Section 8.1.            Litigation.

##  

TheCompany shall have the right to contest, at its expense, any ruling ordecision, administrative or judicial, on an issue that is related to the Planand that the Committee believes to be important to Participants, and to conductany such contest or any litigation arising therefrom to a final decision.

 

## Section 8.2.            Headings Are Not Controlling.

##  

The headings contained in thisPlan are for convenience only and will not control or affect the meaning orconstruction of any of the terms or provisions of this Plan.

 

## Section 8.3.            Right toTerminate Employment.

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Nothing in this Plan or in any notice or agreementevidencing any Grant under the Plan shall confer upon any Participant the rightto continue as an employee or a director of 

 

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theCompany or affect the right of the Company to terminate the Participant’semployment at any time, subject, however, to the provisions of any agreement ofemployment between the Participant and the Company.

 

## Section 8.4.            Transfer; Leaveof Absence.

##  

For purposes of this Plan, neither (i) atransfer of an employee from WWW to an Affiliate, or vice versa, or from oneAffiliate of the Company to another, nor (ii) a duly authorized leave ofabsence, shall be deemed a termination of employment.

 

## Section 8.5.            GovernmentalRegulation.

##  

The Company’s obligation to deliver shares of theCompany’s Common Stock under this Plan is subject to the approval of anygovernmental authority required in connection with the authorization andissuance of such stock.  In this regard,the Board of Directors may, in its discretion, require as a condition to theissuance of any shares pursuant to this Plan that a registration statementunder the Securities Act of 1933, as amended, with respect to such shares beeffective.

 

## Section 8.6.            Governing Law.

##  

To the extent not preempted byapplicable U.S. Federal law, this Plan will be construed in accordance with andgoverned by the laws of the State of Delaware, USA, as to all matters,including, but not limited to, matters of validity, construction andperformance.

 

## Section 8.7.            Amendment and Termination.

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The Board of Directors, or, ifpermitted pursuant to Rule 16b-3 under the Exchange Act, the executivecommittee of the Board, if applicable, may amend or terminate this Plan at anytime, provided that (i) no amendment or termination may be made that wouldadversely affect the right of a Participant to his or her Account Balance as ofthe date of such amendment or termination, and (ii) unless approved by WWW’sstockholders, no such amendment may materially increase the number of sharesthat may be issued under the Plan.

 

# Article 9-  Effective Date

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The Amended Plan shall beeffective as of July 1, 2008.

 

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