ex10_01.htm


    
      

    

    
      Exhibit
10.01

       

      CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.

       

      1995
AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN

       

      As Amended as of April 25,
2007

       

      1.           Purpose

       

      The
purpose of the 1995 Amended and Restated Stock Incentive Plan (the "Plan") is to
induce employees and directors who are not employees of the Company or a
Subsidiary ("non-employee directors") to retain their association with Central
European Media Enterprises Ltd (the "Company"), its affiliates and its present
and future subsidiaries (each a "Subsidiary"), as defined in Section 424(f) of
the United States Internal Revenue Code of 1986, as amended (the "Code"), to
attract new employees and directors who are not employees and to encourage such
employees and directors who are not employees to secure or increase on
reasonable terms their stock ownership in the Company. The Board of Directors of
the Company (the "Board") believes that the granting of stock or stock-based
awards (the "Awards") under the Plan will promote continuity of management and
increased incentive and personal interest in the welfare of the Company by those
who are or may become primarily responsible for shaping and carrying out the
long range plans of the Company and securing its continued growth and financial
success. Awards granted hereunder are intended to be either (a) Options, (b)
Restricted Stock, (c) Restricted Stock Units (as these terms are defined below),
or (c) a combination thereof, as determined by the Committee (the "Committee")
referred to in Section 5 hereof at the time of the grant thereof.

       

      2.           Adoption
of the Plan

       

      The Plan
was adopted originally adopted in 1995 as the Central European Media Enterprises
Ltd. 1995 Stock Option Plan, amended several times thereafter, and further
amended and restated by resolution of the Board on April 11, 2005 and approved
by a majority of the votes cast by the Company’s shareholders at the Company's
annual general meeting of shareholders on June 2, 2005, and amended by
resolution of the Board on April 25, 2007. Unless the Plan is terminated earlier
by the Board as provided herein, no Award shall be granted after June 1,
2015.

       

      3.           Common
Shares Subject to Plan

       

       4,500,000
of the authorized but unissued shares of the Class A Common Shares (the "Class A
Common Shares") and 450,000 of the authorized but unissued shares of the Class B
Common Shares (the "Class B Common Shares", together with the Class A Common
Shares, the “Common Shares”), are hereby reserved for issue with respect to the
Awards granted under the Plan; provided, however, that the
aggregate number of Common Shares that may be issued under the Plan shall not
exceed 4,500,000; provided
further, however, that the number of Class A Common Shares reserved shall
be reduced by the number of Class B Common Shares that are delivered with
respect to Awards granted hereunder. To the extent that Common Shares covered by
an Award are not delivered because the Award expires, is forfeited, cancelled or
otherwise terminated, such Common Shares shall be deemed not to have been
delivered for purposes of determining the maximum number of Common Shares
available under the Plan and shall be included in the amount of shares available
for Awards and such shares may be subject to further grants of
Awards.

       

      4.           Administration

       

      The Plan
shall be administered by the Committee as provided in Section 5 hereof. Subject
to the express provisions of the Plan, the Committee shall have complete
authority, in its discretion, to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, to determine the terms and
provisions of the respective option agreements or certificates (which need not
be identical), to determine the individuals (each a "Participant") to whom and
the times and the prices (if any) at which Awards shall be granted, the period
during which each Award shall be exercisable (if applicable) and the vesting
schedule therefor (which may vary with each Participant and may be granted on a
basis less favorable to the Participant than that provided in Section 11
hereof), the number of Class A Common Shares or of Class B Common Shares to be
subject to each Award and to make all other determinations necessary or
advisable for the administration of the Plan (including whether any Option shall
be an incentive stock option or a non-incentive stock option); provided, however, that
Awards of, or relating to, Class B Common Shares shall be granted only to
persons eligible to be a holder of Class B Common Shares pursuant to the
Company's Bye-laws; and provided further, however,
that only the Board shall grant Awards to non-employee directors, other than
Awards granted to non-employee directors pursuant to Section 24.B. hereof, and
determine the terms thereof. In making such determinations, the Committee or the
Board, as the case may be, may take into account the nature of the services
rendered by the respective employees and non-employee directors, their present
and potential contributions to the success of the Company or any Subsidiary and
such other factors as the Committee or the Board in its discretion shall deem
relevant. The Committee's or Board's determination on the matters referred to in
this Section 4 shall be conclusive. Any dispute or disagreement which may arise
under or as a result of or with respect to any Award shall be determined by the
Committee, in its sole discretion, and any interpretations by the Committee of
the terms of any Award shall be final, binding and conclusive.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.        
    Committee

       

      The
Committee shall mean the Compensation Committee of the Company as constituted by
the Board of Directors from time to time and acting in accordance with its duly
adopted charter

       

      6.        
    Eligibility

       

      An Award
may be granted only to an employee of the Company or a Subsidiary. A director of
the Company or a Subsidiary who is not an employee of the Company or a
Subsidiary shall be eligible to receive an Award, but only as provided in
Sections 4 and 24 hereof.

       

      OPTIONS

       

      7.        
    Awards of Options

       

      
        	
                A.

              	
                Options
      (each an “Option”) may be granted alone or in addition to other Awards
      granted under the Plan and may be of two types: “incentive stock options”
      (within the meaning of Section 422 of the Code) and “non-incentive stock
      options”. Any Option granted under the Plan shall be in such form as the
      Committee may from time to time
approve.

              


      

       

      
        	
                B.

              	
                The
      Committee shall have the authority to grant any Participant incentive
      stock options, non-incentive stock options or both types of Options (in
      each case with or without other Awards).  Incentive stock
      options may be granted only to employees of the Company and its
      Subsidiaries. To the extent that any Option is not designated as an
      incentive stock option or, even if so designated, does not qualify as an
      incentive stock option, it shall constitute a non-incentive stock
      option.  Incentive stock options may be granted only within 10
      years from the date the Plan is adopted, or the date the Plan is approved
      by the Company’s shareholders, whichever is
  earlier.

              


      

       

      
        	
                C.

              	
                Options
      shall be evidenced by option agreements in a form approved by the
      Committee. An option agreement shall indicate on its face whether it is
      intended to be an agreement for an incentive stock option or a
      non-incentive stock option. The grant date of an Option shall be the date
      the Committee determines to be the grant date; provided, that the grant
      complies in all respects with the pricing requirements in Section
      8.

              


      

       

      
        	
                D.

              	
                Anything
      in the Plan to the contrary notwithstanding, no term of the Plan relating
      to incentive stock options shall be interpreted, amended or altered, nor
      shall any discretion or authority granted under the Plan be exercised, so
      as to disqualify the Plan under Section 422 of the Code or, without the
      consent of the Participant affected, to disqualify any incentive stock
      option under Section 422 of the
Code.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      8.      
      Option Exercise Prices

       

      
        	
                A.

              	
                The
      initial per share option price of an Option which is an incentive stock
      option shall be the price determined by the Committee, but not less than
      the fair market value of a Class A Common Share or Class B Common Share on
      the date of grant;
      provided, however, that, in the case of a Participant who owns, or
      is deemed to own, Common Shares representing more than 10% of the total
      combined voting power of all classes of stock of the Company or any parent
      or subsidiary corporation of the Company, determined pursuant to rules
      applicable to Section 422(b)(6) of the Code (a “Ten-Percent Holder”), at
      the time an Option which is an incentive stock option is granted to him,
      the initial per share option price shall not be less than 110% of the fair
      market value of a Class A Common Share or Class B Common Share on the date
      of grant.

              


      

       

      
        	
                B.

              	
                The
      initial per share option price of any Option which is a non-incentive
      stock option granted to an employee shall be the price determined by the
      Committee, but not less than the fair market value of a Class A Common
      Share or Class B Common Share on the date of grant. The Committee may
      provide that the option price per share will increase to reflect the cost
      of the capital or any other objective measure or may set the initial
      exercise price at an amount in excess of the fair market value at the time
      of grant. The per share option price of any Option granted to a
      non-employee director pursuant to Section 24.A. shall be determined in the
      same manner as the per share option price for options granted to
      employees, and the per share option price of an Option granted to a
      non-employee director pursuant to Section 24.B. shall be determined as
      provided in Section 24.B.

              


      

       

      
        	
                C.

              	
                For
      all purposes of the Plan, the fair market value of a Class A Common Share
      or a Class B Common Share on any date shall be equal to (i) if, on such
      day, the Class A Common Shares shall be traded on a national securities
      exchange, the closing sales price of a Class A Common Share as published
      by such national securities exchange or if there is no sale of the Class A
      Common Shares on such date, the average of the bid and asked price on such
      exchange at the close of trading on such date, or (ii) if the Class A
      Common Shares are not listed on a national securities exchange on such
      date, and are traded on a national securities market, the average of the
      bid and asked price in the over-the-counter market at the close of trading
      on such date, or (iii) if the provisions of clause (i) and clause (ii)
      shall not be applicable, such amount as shall be determined in good faith
      by the Board; provided, that the exercise price shall not be less than the
      par value of a share of Common
Stock.

              


      

       

      9.       
    Option Term

       

      Participants
shall be granted Options for such term as the Committee shall determine, not in
excess of ten years from the date of the granting thereof; provided, however, that, in
the case of an incentive stock option granted to a Ten-Percent Holder, the term
with respect to such Option shall not be in excess of five years from the date
of the granting thereof. The Committee may provide that the length of the term
of an Option will vary with the length of the period over which the Option first
becomes exercisable.

       

      10.      
     Limitations on Amount of Incentive Stock Options
Granted

       

      The
aggregate fair market value of the Class A Common Shares or the Class B Common
Shares for which any Participant may be granted incentive stock options which
are exercisable for the first time in any calendar year (whether under the terms
of the Plan or any other stock option plan of the Company) shall not exceed
$100,000; provided that such grant be made on or before August 2,
2005.

       

      11.           Exercise
of Options

       

      
        	
                A.

              	
                Each
      Option shall be exercisable and the total number of shares subject thereto
      shall be purchasable in installments, which need not be equal, as
      specified in the Option. Except as otherwise determined by the Committee,
      the first installment shall not become exercisable during the period
      commencing on the date of the granting of such Option and ending on the
      day next preceding the first anniversary of such date. An installment once
      exercisable shall remain exercisable until the Option expires or is
      terminated.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                B.

              	
                Except
      as hereinbefore otherwise set forth, an Option may be exercised either in
      whole at any time or in part from time to
time.

              


      

       

      
        	
                C.

              	
                An
      Option may be exercised only by a written notice of intent to exercise
      such Option with respect to a specific number of Class A Common Shares or
      Class B Common Shares and payment to the Company of the amount of the
      option price for the number of Class A Common Shares or the Class B Common
      Shares so specified; provided, however, that
      all or any portion of such payment may be made in kind by the delivery of
      Class A Common Shares or Class B Common Shares, as the case may be, having
      a fair market value equal to the portion of the option price so paid;
      provided, further,
      however, that, subject to the requirements of Regulation T (as in
      effect from time to time) promulgated under the United States Securities
      Exchange Act of 1934, as amended, the Committee may implement procedures
      to allow a broker chosen by a Participant to make payment of all of any
      portion of the option price payable upon the exercise of an Option and
      receive, on behalf of such Participant, all or any portion of the Class A
      Common Shares or Class B Common Shares issuable upon such exercise; provided, further,
      however, that any such exercise shall not violate Section 402 of
      the United States Sarbanes-Oxley Act of
2002.

              


      

       

      
        	
                D.

              	
                Notwithstanding
      the terms of this Section 11, the Board may, in its discretion, permit any
      Option to be exercised, in whole or in part, prior to the time when it
      would otherwise be exercisable.

              


      

       

      12.      
    Transferability

       

      No Option
shall be assignable or transferable except by will and/or by the laws of descent
and distribution and, during the life of any Participant, each Option granted to
him may be exercised only by him; provided, however that the
Board or Committee may provide that a Participant may transfer a non-incentive
stock option for no consideration to any Family Member of such
Participant.  For this purpose, “Family Member” shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law of a Participant (including
adoptive relationships); any person sharing the Participant’s household (other
than a tenant or employee); any trust in which the Participant and any of these
persons have all of the beneficial interest; any trust or foundation in which
the Participant and any of these persons control the management of the assets;
any corporation, partnership, limited liability company or other entity in which
the Participant and any of these other persons are the direct and beneficial
owners of all of the equity interests (provided the Participant and these other
persons agree in writing to remain the direct and beneficial owners of all such
equity interests); and any personal representative of the Participant upon the
Participant’s death for purposes of administration of the Participant’s estate
or upon the Participant’s incompetency for purposes of the protection and
management of the assets of the Participant.

       

      RESTRICTED
STOCK AND RESTRICTED STOCK UNITS

       

      13.     
     Restricted Stock and Restricted Stock
Units

       

      
        	
                A.

              	
                The
      Committee may make (1) Awards of Class A Common Shares (without any
      intervening Options) (“Restricted Stock”) or (2) Awards of units valued in
      US dollars by reference to Class A Common Shares or otherwise based on
      Class A Common Shares (“Restricted Stock Units”), in each case with such
      vesting, restrictions, forfeiture provisions, performance requirements,
      contingencies and other terms as provided herein or as the Committee shall
      determine.

              


      

       

      
        	
                B.

              	
                The
      Committee shall have the authority to grant any Participant Restricted
      Stock or Restricted Stock Units or both Restricted Stock and Restricted
      Stock Units (in each case with or without other Awards).  The
      grant date of Restricted Stock or Restricted Stock Units shall be the date
      the Committee determines.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      14.          Time-Based
Awards and Performance-Based Awards

       

      
        	
                A.

              	
                Awards
      under Section 13 may be issued to vest in one or more installments over
      the Participant’s period of employment or other service to the Company
      (“Time-Based Awards”), or the Committee may make Awards that entitle the
      Participant to receive a specified number of vested Class A Common Shares
      (or the equivalent in cash at the discretion of the Committee) upon the
      attainment of one or more performance goals or service requirements
      established by the Committee (“Performance-Based
  Awards”).

              


      

       

      
        	
                B.

              	
                The
      vesting schedule for any Time-Based Awards and the term for performance
      for any Performance-Based Awards shall be set by the Committee at the time
      of grant, shall constitute a “substantial risk of forfeiture” within the
      meaning of Section 409A of the Code and shall not exceed ten years (the
      “Restricted Period”).

              


      

       

      
        	
                C.

              	
                The
      performance criteria shall be determined by the Committee, in its
      discretion, and shall be used as a basis for payment with respect to an
      Award. Such criteria may include, but not be limited to, (i) attainment of
      or growth in a specified level of earnings per share, (ii) Common Shares
      price appreciation, (iii) attainment of or growth in a specified level of
      net income or net operating income, (iv) earnings before interest and
      taxes, (v) revenues, (vi) market share, (vii) cost reduction goals, (viii)
      return on equity, (ix) operating cash flow, (x) return on assets, (xi) the
      completion of certain corporate transactions or other strategic
      objectives, or (xii) a combination of the
  foregoing.

              


      

       

      
        	
                D.

              	
                An
      Award under Section 13 may be issued in exchange for any consideration
      which the Committee may deem appropriate in each individual instance,
      including, without limitation:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                cash
      or cash equivalents;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                services
      to be rendered to the Company or any Subsidiary (provided that, in such
      case, the par value of the stock subject to such Award shall be paid in
      cash or cash equivalents, unless the Committee provides
      otherwise).

              


      

       

      
        	
                E.

              	
                The
      Committee shall determine at the time of the grant of an Award of
      Restricted Stock Units whether the Award shall be paid in Class A Common
      Shares or in cash (based on the fair market value of such Restricted Stock
      Unit as determined by reference to the fair market value of a Class A
      Common Share on the date the Restricted Stock Unit has
      vested).

              


      

       

      15.          Restrictions
on Awards, Exercise

       

      
        	
                A.

              	
                Participants
      who receive Awards of Restricted Stock shall deliver to the Company a
      restricted stock agreement in a form approved by the Committee. Restricted
      Stock Units shall be evidenced by a restricted stock unit agreement in a
      form approved by the Committee. Such forms need not be identical for all
      Participants.

              


      

       

      
        	
                B.

              	
                Shares
      representing an Award of Restricted Stock shall be evidenced in such
      manner as the Committee may deem appropriate, including book-entry
      registration or issuance of one or more certificates (which may bear
      appropriate legends referring to the terms, conditions and restrictions
      applicable to such Award).  Shares underlying an Award of
      Restricted Stock Units shall be evidenced in such manner as the Committee
      may deem appropriate.

              


      

       

      
        	
                C.

              	
                The
      Committee may require that any certificates in respect of an Award of
      Restricted Stock be held in custody by the Company until any restrictions
      thereon shall have lapsed and that the Participant deliver a share
      transfer form, endorsed in blank, relating to the Common Stock covered by
      such Award that will permit the transfer to the Company of any or all
      shares of Restricted Stock that shall be forfeited by means of repurchase
      in accordance with the corresponding restricted stock agreement or shall
      not become vested in accordance with the
Plan.

              


      

       

      
        	
                D.

              	
                A
      Participant who receives an Award of Restricted Stock shall on receipt of
      such Award be a shareholder of the Company with respect to all shares of
      Restricted Stock and be entitled to vote such shares, to receive all cash
      dividends made in respect of such shares and to exercise all other rights
      in respect of such Restricted Stock except that during the Restricted
      Period:

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (i)

              	
                for
      any certificates for which the Committee requires that the Company retain
      custody, a Participant will not be entitled to delivery of the stock
      certificate or other evidence of such Restricted Stock before the end of
      such Restricted Period and unless all other vesting requirements shall
      have been satisfied;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                other
      than cash dividends, the Company will not issue any such distributions
      (“Retained Distributions”) made or declared with respect to such
      Restricted Stock until such time as the shares of Restricted Stock in
      respect of which such Retained Distributions shall have been made or
      declared shall have become vested (and such Retained Distributions shall
      be subject to the same restrictions and other terms and conditions as are
      applicable to the shares of Restricted Stock underlying such Restricted
      Distributions);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                a
      Participant who receives an Award of Restricted Stock shall not sell,
      assign, exchange, transfer, pledge, charge, hypothecate or otherwise
      dispose of or encumber any of the shares of Restricted Stock before the
      end of the Restricted Period and unless all other vesting requirements
      have been satisfied; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      breach of any restrictions or other terms or conditions of such
      Award  of any Restricted Stock or any Retained Distributions in
      respect thereof will result in such Restricted Stock or Retained
      Distributions being forfeited by means of repurchase in accordance with
      the corresponding restricted stock
agreement.

              


      

       

      
        	
                E.

              	
                A
      Participant who receives an Award of Restricted Stock Units shall not be a
      shareholder on receipt of such Award and such a Participant shall not be
      considered an owner of any Common Shares by virtue of such
      Award.  During the Restricted Period and until all vesting
      requirements have been satisfied, a Participant who receives Restricted
      Stock Units shall not sell, assign, exchange, transfer, pledge, charge
      hypothecate or otherwise dispose of or encumber any Restricted Stock
      Units; and any breach of any restrictions or other terms or conditions of
      such Award of any Restricted Stock Units will result in such Restricted
      Stock Units being forfeited.

              


      

       

      
        	
                F.

              	
                Each
      Restricted Stock Unit shall be exercised on such date as specified in the
      restricted stock agreement and the total number of shares subject thereto
      or cash consideration to be received in respect thereof shall be
      receivable in a fixed scheme of installments, which need not be equal, as
      specified in the restricted stock unit agreement. In addition, except as
      otherwise specified in the restricted stock agreement, the first
      installment shall not be exercised during the period commencing on the
      date of the granting of such Restricted Stock Unit and ending on the day
      preceding the first anniversary of such grant
  date.

              


      

       

      GENERAL
PROVISIONS

       

      16.          Termination
of Employment or Service

       

      In the
event a Participant leaves the employ of the Company and the Subsidiaries, or
the services or the contract of a non-employee consultant to the Company or a
Subsidiary previously granted Awards of Options hereunder is terminated or a
Participant ceases to serve as a non-employee director (a "Termination"), such
Award may thereafter be exercised only as hereinafter provided:

       

      
        	
                 
      

              	
                (a)

              	
                If
      Termination occurs by reason of (i) disability, (ii) death or (iii)
      retirement at or after age 65, each Option theretofore granted to him
      which shall not have theretofore expired or otherwise been cancelled shall
      become fully vested and shall, to the extent not theretofore exercised,
      terminate upon the earlier to occur of the expiration of one (1) year
      after the date of such Termination and the date of termination specified
      in such Options;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      Termination occurs by reason of (i) termination by the Company or a
      Subsidiary other than for Cause or (ii) the Participant's voluntary
      termination, each Option theretofore granted to him that is fully vested
      which shall not have theretofore expired or otherwise have been cancelled
      shall, to the extent not theretofore exercised, terminate upon the earlier
      to occur of the expiration of ninety (90) days after the date of
      Termination and the date of termination specified in such Award,
      and

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                If
      Termination occurs by reason of termination by the Company for Cause, each
      Option theretofore granted to him which shall not have theretofore expired
      or otherwise been cancelled shall immediately
  terminate.

              


      

       

      
        	
                 
      

              	
                In
      the event of a Termination of a Participant who has received an Award of
      Restricted Stock or Restricted Stock Units, the vesting and exercise of
      such Awards, as applicable, shall be governed by the corresponding
      agreement in respect of such
Awards.

              


      

       

      
        	
                 
      

              	
                "Cause"
      shall mean (i) the commission by a Participant of any act or omission that
      would constitute a felony under United States federal, state or equivalent
      foreign law, or an indictable offense under Bermuda law, (ii) a
      Participant's gross negligence, recklessness, dishonesty, fraud,
      disclosure of trade secrets or confidential information, willful
      malfeasance or willful misconduct in the performance of services to the
      Company or its Subsidiaries, (iii) willful misrepresentation to
      shareholders or directors which is injurious to the Company; (iv) a
      willful failure without reasonable justification to comply with reasonable
      directions of a Participant's supervisor; or (v) a willful and material
      breach of a Participant's duties or obligations under any agreement with
      the Company or a Subsidiary.

              


      

       

      17.          Adjustment
of Number of Shares

       

      
        	
                A.

              	
                In
      the event that a dividend shall be declared upon the Class A Common Shares
      payable in Class A Common Shares, the number of Class A Common Shares then
      subject to any Award, the number of Class A Common Shares reserved for
      issuance in accordance with the provisions of the Plan but not yet covered
      by an Award and the number of Class A Common Shares referred to in Section
      24.B. hereof shall be adjusted by adding to each share the number of
      shares which would be distributable thereon if such shares had been issued
      on the date fixed for determining the shareholders entitled to receive
      such stock dividend.

              


      

       

      
        	
                B.

              	
                In
      the event that the issued Class A Common Shares shall be changed into or
      exchanged for a different number or kind of shares of stock or other
      securities of the Company or of another corporation, whether through
      reorganization, stock split-up, combination of shares, sale of assets,
      amalgamation, merger or consolidation in which the Company is the
      surviving corporation, then there shall be substituted for each Class A
      Common Share then subject to any Award, for each Class A Common Share
      reserved for issuance in accordance with the provisions of the Plan but
      not yet covered by an Award and for each Class A Common Share referred to
      in Section 24.B. hereof, the number and kind of shares of stock or other
      securities into which each issued Common Share shall be so changed or for
      which each such share shall be
exchanged.

              


      

       

      
        	
                C.

              	
                In
      the event that there shall be any change, other than as specified in this
      Section 17, in the number or kind of issued Class A Common Shares, or of
      any stock or other securities into which the Class A Common Shares shall
      have been changed, or for which it shall have been exchanged, then, if the
      Committee shall, in its sole discretion, determine that such change
      equitably requires an adjustment in the number or kind of shares then
      subject to any Award, the number or kind of shares reserved for issuance
      in accordance with the provisions of the Plan but not yet covered by an
      Award and the number or kind of shares referred to in Section 24.B.
      hereof, such adjustment shall be made by the Committee and shall be
      effective and binding for all purposes of the Plan and of each
      corresponding agreement or certificate entered into in accordance with the
      provisions of the Plan.

              


      

       

      
        	
                D.

              	
                In
      the case of any substitution or adjustment in accordance with the
      provisions of this Section 17, the price (if any) in each agreement or
      certificate for each share covered thereby prior to such substitution or
      adjustment shall be the price for all shares of stock or other securities
      which have been substituted for such share or to which such share shall
      have been adjusted in accordance with the provisions of this Section
      17.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                E.

              	
                No
      adjustment or substitution provided for in this Section 17 shall require
      the Company to sell or issue a fractional share under any agreement or
      certificate.

              


      

       

      
        	
                F.

              	
                In
      the event of the dissolution or liquidation of the Company, or a merger,
      reorganization or consolidation in which the Company is not the surviving
      corporation, then each Award, to the extent not theretofore exercised,
      shall be immediately exercisable in full; provided, that such dissolution
      liquidation, amalgamation, merger, reorganization or consolidation
      constitutes a “change in control” within the meaning of Section 409A of
      the Code.

              


      

       

      
        	
                G.

              	
                This
      Section 17 shall apply, pari passu, with respect to Class B Common
      Shares.

              


      

       

      18.          Purchase
for Investment, Withholding and Waivers

       

      Unless
the shares to be issued in connection with an Award to a Participant shall be
registered prior to the issuance thereof under the United States Securities Act
of 1933, as amended, such Participant shall, as a condition of the Company's
obligation to issue such shares, be required to give a representation in writing
that he is acquiring such shares for his own account as an investment and not
with a view to, or for sale in connection with, the distribution of any thereof.
In the event of the death of a Participant, the delivery to the Company of tax
waivers and other documents as may be required by the Committee. In connection
with any Award, a Participant will enter into such arrangements with the Company
with respect to all federal, state, local and foreign withholding tax
requirements as the Committee may determine or the Company may
require.

       

      19.          No
Shareholder Status

       

      Except as
provided in Section 15.D., neither any Participant nor his legal
representatives, heirs, executors or assigns shall be or be deemed to be the
holder of any Class A Common Share or Class B Common Share covered by an Award
unless and until a certificate for such share has been issued and delivered in
accordance with the Plan. Upon payment of the purchase price thereof (if any), a
share issued in connection with any Award shall be fully paid and
non-assessable.

       

      20.          No
Restrictions on Corporate Acts

       

      Neither
the existence of the Plan nor any Award shall in any way affect the right or
power of the Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any amalgamations, merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Class A Common Shares or Class
B Common Shares or the rights thereof, or 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.

       

      21.          No
Employment Right or Right to Continued Service

       

      Neither
the existence of the Plan nor the grant of any Award shall require the Company
or any Subsidiary to continue any Participant in the employ of the Company or
such Subsidiary, as a non-employee consultant to the Company or a Subsidiary or
as a director of the Company.

       

      22.          Termination
and Amendment of the Plan

       

      The Board
may at any time terminate the Plan or make such modifications of the Plan as it
shall deem advisable; provided, however, that the
Board may not without further approval of the holders of a majority of the
Common Shares voting as a single class as provided in the Company's Bye-Laws
present in person or by proxy at any special or annual meeting of the
shareholders, increase the number of shares as to which Awards may be granted
under the Plan (as adjusted in accordance with the provisions of Section 17
hereof), or change the manner of determining the option prices, or extend the
period during which an Award may be granted or exercised or otherwise amend the
Plan in contravention of any applicable law, rules or regulations, including the
rules of any national securities exchange or market on which the Common Shares
of the Company may be listed. Except as otherwise provided in Section 17 hereof,
no termination or amendment of the Plan may, without the consent of the
Participant to whom any Award shall theretofore have been granted, adversely
affect the rights of such Participant under such Award.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      23.          Expiration
and Termination of the Plan

       

      The Plan
shall terminate on the business day preceding the tenth anniversary of June 2,
2005 or at such earlier time as the Board may determine. Awards may be granted
under the Plan at any time and from time to time prior to its termination. Any
Award outstanding under the Plan at the time of the termination of the Plan
shall remain in effect until such Award shall have been exercised or shall have
expired in accordance with its terms.

       

      24.          Options
for Non-employee Directors

       

      
        	
                A.

              	
                In
      addition to any Award granted pursuant to Section 4, a non-employee
      director shall be eligible to receive an annual Award. Except as otherwise
      provided in this Section 24, any Award granted to a non-employee director
      shall be subject to all of the terms and conditions of the
      Plan.

              


      

       

      
        	
                B.         
       (1)

              	
                Effective
      at the 2007 annual meeting of the Company and each annual meeting
      thereafter, each non-employee director who shall have served as a
      non-employee director since the immediately preceding annual meeting and
      any other non-employee director as determined by a vote of a majority of
      the members of the Board (excluding any such other non-employee director)
      shall be granted (i) an annual Award of a non-incentive stock option to
      purchase 5,000 Common Shares, which shall be Class B Common Shares in the
      case of a non-employee director who is eligible to be a holder of Class B
      Common Shares pursuant to the Company's Bye-laws, or otherwise shall be
      Class A Common Shares, or (ii) an annual Award of non-incentive stock
      options, Restricted Stock or Restricted Stock Units (or any combination
      thereof); provided, that the value of such options, shares of Restricted
      Stock or Restricted Stock Units (or combination thereof) in the aggregate
      shall be equal to value to 5,000 non-incentive stock options referred to
      in subclause (i) on the date of grant.  The Compensation
      Committee shall have discretion to determine the components of the Awards
      within the limitations of the preceding sentence. For purposes of
      determining the value of 5,000 non-incentive stock options, the
      Compensation Committee shall calculate a U.S. dollar amount using the
      methodology that is employed by the Company for valuing Options in its
      most recent annual financial statements, including all assumptions
      contained therein.  For purposes of determining the number of
      shares of Restricted Stock or Restricted Stock Units constituting all or a
      portion of an Award, the U.S. dollar amount allocated to such Award shall
      be divided by the fair market value of a share of the Company’s Class A
      Common Stock on the date of grant.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                The
      initial per share option price of each Option granted to a non-employee
      director pursuant to this Section 24.B. shall be equal to the fair market
      value of a Class A Common Share on the date the Option is granted, or 105%
      of the fair market value of a Class B Common Share on the date the Option
      is granted. Notwithstanding the preceding sentence, the Committee may
      provide that the Option price per share will increase to reflect the cost
      of capital or any other objective measure or may set the initial exercise
      price at an amount in excess of the fair market value at the time of
      grant.

              


      

       

      
        	
                 
      

              	
                (3)

              	
                The
      term of each Option granted to a non-employee director pursuant to this
      Section 24.B. shall be five years from the date of the granting thereof.
      The Board shall determine by a majority vote the number of installments in
      which an Option granted pursuant to this Section 24 shall be exercisable;
      provided, that the first installment shall not become exercisable during
      the period commencing on the date of the granting of such Option and
      ending on the day immediately preceding the first anniversary of such
      date. An installment once exercisable shall remain exercisable until such
      Option expires or is terminated.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (4)

              	
                Subject
      to the provisions (including any applicable solvency test) of the
      Companies Act 1981, all or any portion of the payment required upon the
      exercise of an Option granted to a non-employee director may be made in
      kind by the delivery of Class A Common Shares or Class B Common Shares, as
      the case may be, having a fair market value on the date the Option is
      exercised equal to the portion of the option price so
  paid.

              


      

       

      
        	
                C.

              	
                The
      provisions of this Section 24 may not be amended except by the vote of a
      majority of the members of the Board and by the vote of a majority of the
      members of the Board who are non-employee
  directors.

              


      

       

      25.          Miscellaneous

       

      
        	
                A.

              	
                Nothing
      contained in the Plan shall prevent the Company or any Subsidiary from
      adopting other or additional compensation arrangements for its
      employees.

              


      

       

      
        	
                B.

              	
                Unless
      otherwise determined by the Committee, any withholding obligations may be
      settled with Common Shares, including Common Shares that are part of the
      award that gives rise to the withholding requirement.  The
      obligations of the Company under the Plan shall be conditional on such
      payment or arrangements, and the Company and its Subsidiaries shall, to
      the extent permitted by law, have the right to deduct any such taxes from
      any payment otherwise due to the Participant.  The Committee may
      establish such procedures as it deems appropriate for the settlement of
      withholding obligations with Common
Shares.

              


      

       

      
        	
                C.

              	
                The
      Committee shall establish such procedures as it deems appropriate for a
      Participant to designate a beneficiary to whom any amounts payable in the
      event of the Participant’s death are to be
paid.

              


      

       

      
        	
                D.

              	
                Any
      amounts owed to the Company or a Subsidiary by the Participant of whatever
      nature may be offset by the Company from the value of any Common Shares,
      cash or other thing of value under this Plan or an agreement or
      certificate to be transferred to the Participant, and no Common Shares,
      cash or other thing of value under this Plan or an agreement or
      certificate shall be transferred unless and until all disputes between the
      Company and the Participant have been fully and finally resolved and the
      Participant has waived all claims against the Company or a Subsidiary in
      respect thereof.

              


      

       

      
        	
                E.

              	
                To
      the extent that the Committee determines that the restrictions imposed by
      the Plan preclude the achievement of the material purposes of the awards
      in jurisdictions outside the United States of America, the Committee may
      in its discretion modify those restrictions as it determines to be
      necessary or appropriate to conform to applicable requirements or
      practices of such jurisdictions.

              


      

       

      
        	
                F.

              	
                The
      headings contained in the Plan are for reference purposes only and shall
      not affect the meaning or interpretation of this
  Plan.

              


      

       

      
        	
                G.

              	
                If
      any provision of this Plan shall for any reason be held to be invalid or
      unenforceable, such invalidity or unenforceability shall not affect any
      other provision hereby, and this Plan shall be construed as if such
      invalid or unenforceable provision were
omitted.

              


      

       

      
        	
                H.

              	
                This
      Plan shall inure to the benefit of and be binding on each successor and
      assign of the Company.  All obligations imposed on a
      Participant, and all rights granted to the Company hereunder, shall be
      binding on the Participant’s heirs, legal representatives, successors and
      assigns.

              


      

       

      
        	
                I.

              	
                This
      Plan and each agreement or certificate granting an Award constitute the
      entire agreement with respect to the subject matter hereof and thereof;
      provided, that in
      the event of any inconsistency between this Plan and such agreement or
      certificate, the terms and conditions of the Plan
      shallprevail.

              


      

       

      
        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

      

      
        	
                J.

              	
                None
      of the Company, any Subsidiary or the Committee shall have any duty or
      obligation to disclose affirmatively in any manner to a registered or
      beneficial holder of Common Shares or an Option or other Award, and such
      holder shall have no right to be advised of, any material non-public
      information regarding the Company or any Subsidiary at any time prior to,
      upon or in connection with, the receipt or exercise of an Option or other
      Award.

              


      

       

      26.          Governing
Law

       

      The Plan
and all Awards, agreements and actions hereunder shall be governed by the laws
of Bermuda.

       

      *   *   *   *   *

       

       

    

    11