<PAGE>

                                                                    EXHIBIT 10.1

                            PLUSNET TECHNOLOGIES LTD
                          2000 LONG-TERM INCENTIVE PLAN
                      AMENDED AND RESTATED OCTOBER 17, 2000

ARTICLE 1 PURPOSE

         1.1      GENERAL. The purpose of the Plusnet Technologies Ltd 2000
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of Plusnet Technologies Ltd (the "Company") by linking the personal
interests of its, its parent's, and its corporate affiliates' officers,
employees, directors, and consultants or independent contractors to those of
Company stockholders and by providing its officers, employees, directors, and
consultants or independent contractors with an incentive for outstanding
performance. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of officers,
employees, directors, and consultants or independent contractors upon whose
judgment, interest, and special effort the successful conduct of the Company's
operation is largely dependent. Accordingly, the Plan permits the grant of
incentive awards from time to time to officers, employees, directors, and
consultants or independent contractors of the Company, its parent, and its
corporate affiliates.

ARTICLE 2 EFFECTIVE DATE

         2.1      EFFECTIVE DATE. The Plan is effective as of May 2, 2000 (the
"Effective Date").

ARTICLE 3 DEFINITIONS AND CONSTRUCTION

         3.1      DEFINITIONS. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to it
in this Section or in Sections 1.1 or 2.1 unless a clearly different meaning is
required by the context. The following words and phrases shall have the
following meanings:

                  (a)      "Award" means any Option, Stock Appreciation Right,
Restricted Stock Award, or Performance Share Award granted to a Participant
under the Plan.

                  (b)      "Award Agreement" means any written agreement,
contract, or other instrument or document evidencing an Award.

                  (c)      "Board" means the Board of Directors of the Company.

                  (d)      "Change of Control" means and includes each of the
following:

                           (1)      the sale by Insight Direct (GB) Limited of
more than 50% of the entire share capital of the Company not being a sale to a
Corporate Affiliate; or

                           (2)      the sale by Insight Enterprises UK Limited
of more than 50% of the issued share capital of Insight Direct (GB) Limited not
being a sale to a Corporate Affiliate; or

                           (3)      an issue of new shares by Insight Direct
(GB) Limited which results in Corporate Affiliates owning less than 50% of the
issued ordinary share capital of Insight Direct (GB) Limited; or

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                                                                    EXHIBIT 10.1

                           (4)      an issue of new shares by the Company which
results in Corporate Affiliates owning less than 50% of the issued ordinary
share capital of the Company; or

                           (5)      the admission of any part of the share
capital of the Company (or of any company other than Insight Enterprises, Inc.
of which the Company is a Subsidiary) to the official list of the UK Listing
Authority or the Alternative Investment Market of the London Stock Exchange plc
or any other Recognized Investment Exchange (as defined in the Financial
Services Act 1986).

                  (e)      "Committee" means the committee of the Board
described in Article 4. If at any time or to any extent the Board shall not
administer the Plan, then the functions of the Board specified in the Plan shall
be exercised by the Committee.

                  (f)      "Corporate Affiliate" means any company under
majority common ownership with the Company or with any Parent or Subsidiary of
the Company.

                  (g)      "Disability" shall mean any illness or other physical
or mental condition of a Participant which renders the Participant incapable of
performing his customary and usual duties for the Company, or any medically
determinable illness or other physical or mental condition resulting from a
bodily injury, disease or mental disorder which in the judgment of the Committee
is permanent and continuous in nature. The Committee may require such medical or
other evidence as it deems necessary to judge the nature and permanency of the
Participant's condition.

                  (h)      "Fair Market Value" means, as of any given date, the
fair market value of Stock or other property on a particular date determined by
such methods or procedures as may be established from time to time by the
Committee. Unless otherwise determined by the Committee, the Fair Market Value
of Stock as of any date shall be the closing price for the Stock as reported on
any national securities exchange on which the Stock is then listed for that date
or, if no closing price is so reported for that date, the closing price on the
next preceding date for which a closing price was reported.

                  (i)      "Option" means a right granted to a Participant under
Article 7 of the Plan to purchase Stock at a specified price during specified
time periods.

                  (j)      "Parent" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company, if each
of the corporations in the chain (other than the Company) owns stock possessing
50% or more of the combined voting power of all classes of stock in one of the
other corporations in the chain.

                  (k)      "Participant" means a person who, as an officer,
employee, director, consultant or independent contractor of the Company or any
Subsidiary, Parent, or other Corporate Affiliate has been granted an Award under
the Plan.

                  (l)      "Performance Share" means a right granted to a
Participant under Article 9, to receive cash, Stock, or other Awards, the
payment of which is contingent upon achieving certain performance goals
established by the Committee.

                  (m)      "Plan" means the Plusnet Technologies Ltd 2000
Long-Term Incentive Plan, as amended from time to time.

                  (n)      "Restricted Stock Award" means Stock granted to a
Participant under Article 10 that is subject to certain restrictions and to risk
of forfeiture.

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                                                                    EXHIBIT 10.1

                  (o)      "Retirement" means a Participant's termination of
employment with the Company after attaining any normal or early retirement age
specified in any pension, profit sharing or other retirement program sponsored
by the Company.

                  (p)      "Stock" means the common stock of the Company and
such other securities of the Company that may be substituted for Stock pursuant
to Article 12.

                  (q)      "Stock Appreciation Right" or "SAR" means a right
granted to a Participant under Article 8 to receive a payment equal to the
difference between the Fair Market Value of a share of Stock as of the date of
exercise of the SAR over the grant price of the SAR, all as determined pursuant
to Article 8.

                  (r)      "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, if
each of the corporations (other than the last corporation) in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.

                  (s)      "Tax" means all forms of taxation, charge, duty,
withholding, deduction, in the nature of tax (including without limitation,
primary and secondary Class 1 national insurance contributions and other similar
contributions) whatsoever and whenever created, enacted or imposed and whether
of the United Kingdom or elsewhere.

ARTICLE 4 ADMINISTRATION

         4.1      COMMITTEE. The Plan shall be administered by a Committee that
is appointed by, and shall serve at the discretion of, the Board in accordance
with applicable law.

         4.2      ACTION BY THE COMMITTEE. A majority of the Committee shall
constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present and acts approved in writing by a majority
of the Committee in lieu of a meeting shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any officer or other
employee of the Company or any Parent or Subsidiary, the Company's or any
Parent's independent certified public accountants, or any executive compensation
consultant or other professional retained by the Company or any Parent to assist
in the administration of the Plan.

         4.3      AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

                  (a)      Designate Participants to receive Awards;

                  (b)      Determine the type or types of Awards to be granted
to each Participant;

                  (c)      Determine the number of Awards to be granted and the
number of shares of Stock to which an Award will relate;

                  (d)      Determine the terms and conditions of any Award
granted under the Plan including but not limited to, the exercise price, grant
price, or purchase price, any restrictions or limitations on the Award, any
schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an

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                                                                    EXHIBIT 10.1

Award, and accelerations or waivers thereof, based in each case on such
considerations as the Committee in its sole discretion determines; provided,
however, that the Committee shall not have the authority to accelerate the
vesting, or waive the forfeiture, of any Performance-Based Awards;

                  (e)      Determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Stock, other Awards, or other property, or an Award may be
canceled, forfeited, or surrendered;

                  (f)      Prescribe the form of each Award Agreement, which
need not be identical for each Participant;

                  (g)      Decide all other matters that must be determined in
connection with an Award;

                  (h)      Establish, adopt or revise any rules and regulations
as it may deem necessary or advisable to administer the Plan;

                  (i)      Make all other decisions and determinations that may
be required under the Plan or as the Committee deems necessary or advisable to
administer the Plan; and

                  (j)      Reduce the option price of any option to the then
Fair Market Value if the Fair Market Value of the Common Stock covered by such
option has declined since the date such option was granted.

         4.4      DECISIONS BINDING. The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

ARTICLE 5 SHARES SUBJECT TO THE PLAN

         5.1      NUMBER OF SHARES. Subject to adjustment provided in Section
13.1, the aggregate number of shares of Stock reserved and available for grant
under the Plan shall be 7,500,000.

         5.2      LAPSED AWARDS. To the extent that an Award terminates, expires
or lapses for any reason, any shares of Stock subject to the Award will again be
available for the grant of an Award under the Plan and shares subject to SARs or
other Awards settled in cash will be available for the grant of an Award under
the Plan.

         5.3      STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market.

ARTICLE 6 ELIGIBILITY AND PARTICIPATION

         6.1      ELIGIBILITY. Persons eligible to participate in this Plan
include all officers, employees, directors, and consultants or independent
contractors of the Company or any Parent, Subsidiary or other Corporate
Affiliate, as determined by the Committee, including employees who are also
members of the Board.

         6.2      ACTUAL PARTICIPATION. Subject to the provisions of the Plan,
the Committee may, from time to time, select from among all eligible
individuals, those to whom Awards shall be granted and

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                                                                    EXHIBIT 10.1

shall determine the nature and amount of each Award. No individual shall have
any right to be granted an Award under this Plan.

ARTICLE 7 STOCK OPTIONS

         7.1      GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a)      EXERCISE PRICE. The exercise price per share of Stock
under an Option shall be determined by the Committee and set forth in the Award
Agreement. It is the intention under the Plan that the exercise price for any
Option shall not be less than the Fair Market Value as of the date of grant;
provided, however that the Committee may, in its discretion, grant Options with
an exercise price of less than Fair Market Value on the date of grant.

                  (b)      TIME AND CONDITIONS OF EXERCISE. The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part. The Committee also shall determine the performance or other conditions, if
any, that must be satisfied before all or part of an Option may be exercised.

                  (c)      PAYMENT. The Committee shall determine the methods by
which the exercise price of an Option may be paid, the form of payment,
including, without limitation, cash, shares of Stock, or other property
(including broker-assisted "cashless exercise" arrangements), and the methods by
which shares of Stock shall be delivered or deemed to be delivered to
Participants.

                  (d)      EVIDENCE OF GRANT. All Options shall be evidenced by
a written Award Agreement between the Company and the Participant. The Award
Agreement shall include such provisions as may be specified by the Committee.

ARTICLE 8 STOCK APPRECIATION RIGHTS

         8.1      GRANT OF SARs. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:

                  (a)      RIGHT TO PAYMENT. Upon the exercise of a Stock
Appreciation Right, the Participant to whom it is granted has the right to
receive the excess, if any, of:

                           (1)      The Fair Market Value of a share of Stock on
the date of exercise; over

                           (2)      The grant price of the Stock Appreciation
Right as determined by the Committee, which shall not be less than the Fair
Market Value of a share of Stock on the date of grant in the case of any SAR
related to any Incentive Stock Option.

                  (b)      OTHER TERMS. All awards of Stock Appreciation Rights
shall be evidenced by an Award Agreement. The terms, methods of exercise,
methods of settlement, form of consideration payable in settlement, and any
other terms and conditions of any Stock Appreciation Right shall be determined
by the Committee at the time of the grant of the Award and shall be reflected in
the Award Agreement.

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                                                                    EXHIBIT 10.1

ARTICLE 9 PERFORMANCE SHARES

         9.1      GRANT OF PERFORMANCE SHARES. The Committee is authorized to
grant Performance Shares to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Shares granted to each Participant. All
Awards of Performance Shares shall be evidenced by an Award Agreement.

         9.2      RIGHT TO PAYMENT. A grant of Performance Shares gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable by, the Participant to whom the Performance Shares are granted, in
whole or in part, as the Committee shall establish at grant or thereafter. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Shares in its discretion which, depending on the extent to
which they are met, will determine the number and value of Performance Shares
that will be paid to the Participant, provided that the time period during which
the performance goals must be met shall, in all cases, exceed six months.

         9.3      OTHER TERMS. Performance Shares may be payable in cash, Stock,
or other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

ARTICLE 10 RESTRICTED STOCK AWARDS

         10.1     GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

         10.2     ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, or otherwise, as the Committee
determines at the time of the grant of the Award or thereafter.

         10.3     FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period, Restricted Stock that is at that time
subject to restrictions shall be forfeited and reacquired by the Company,
provided, however, that the Committee may provide in any Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes, and the Committee may in other cases waive in whole or in part
restrictions or forfeiture conditions relating to Restricted Stock.

         10.4     CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Restricted Stock are registered in the
name of the Participant, certificates must bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Stock,
and the Company shall retain physical possession of the certificate until such
time as all applicable restrictions lapse.

ARTICLE 11 PROVISIONS APPLICABLE TO AWARDS

         11.1     STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with,

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                                                                    EXHIBIT 10.1

or in substitution for, any other Award granted under the Plan. If an Award is
granted in substitution for another Award, the Committee may require the
surrender of such other Award in consideration of the grant of the new Award.
Awards granted in addition to or in tandem with other Awards may be granted
either at the same time as or at a different time from the grant of such other
Awards.

         11.2     EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 11.1), based on the terms and conditions
the Committee determines and communicates to the Participant at the time the
offer is made.

         11.3     TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee.

         11.4     FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Agreement, payments or transfers to be made by
the Company or a Subsidiary on the grant or exercise of an Award may be made in
such forms as the Committee determines at or after the time of grant, including
without limitation, cash, Stock, other Awards, or other property, or any
combination, and may be made in a single payment or transfer, in installments,
or on a deferred basis, in each case determined in accordance with rules adopted
by, and at the discretion of, the Committee.

         11.5     LIMITS ON TRANSFER. No right or interest of a Participant in
any Award may be pledged, encumbered, or hypothecated to or in favor of any
party other than the Company or a Subsidiary, or shall be subject to any lien,
obligation, or liability of such Participant to any other party other than the
Company or a Subsidiary. Except as otherwise provided by the Committee, no Award
shall be assignable or transferable by a Participant other than by will or the
laws of descent and distribution.

         11.6     BENEFICIARIES. Notwithstanding Section 11.5, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If the Participant is married, a designation of a
person other than the Participant's spouse as his beneficiary with respect to
more than 50 percent of the Participant's interest in the Award shall not be
effective without the written consent of the Participant's spouse. If no
beneficiary has been designated or survives the Participant, payment shall be
made to the person entitled thereto under the Participant's will or the laws of
descent and distribution. Subject to the foregoing, a beneficiary designation
may be changed or revoked by a Participant at any time provided the change or
revocation is filed with the Committee.

         11.7     STOCK CERTIFICATES. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with national or local
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on with the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         11.8     TENDER OFFERS. In the event of a public tender for all or any
portion of the Stock, or in the event that a proposal to merge, consolidate, or
otherwise combine with another company is submitted for stockholder approval,
the Committee may in its sole discretion declare previously granted Options to
be immediately exercisable.

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                                                                    EXHIBIT 10.1

         11.9     ACCELERATION UPON A CHANGE OF CONTROL. If a Change of Control
occurs, all outstanding Options, Stock Appreciation Rights, and other Awards
shall (unless sub-paragraph (ii) below applies) become fully exercisable and all
restrictions on outstanding Awards shall lapse. Upon, or in anticipation of,
such an event, the Committee may (i) cause every Award outstanding hereunder to
terminate at a specific time in the future and shall give each Participant the
right to exercise Awards during a period of time as the Committee, in its sole
and absolute discretion, shall determine, except in the event that the surviving
or resulting entity agrees to assume the Awards on terms and conditions that
substantially preserve the Participant's rights and benefits of the Award then
outstanding; or (ii) determine that all Options shall lapse (either immediately
or conditionally upon the Change of Control occurring) provided that within 30
days after the Change of Control occurring a Parent pays, or procures that a
third party pays (subject to the deduction of any amount by way of Tax which the
Company is legally obliged to deduct or withhold), to each Participant an amount
which is equal to:

(S x O)/T -- P

where:

S equals the aggregate consideration paid or actually payable by a purchaser of
the Company or of its immediate parent Insight Direct (GB) Limited for the
acquisition of the whole of the issued share capital of the Company or Insight
Direct (GB) Limited (as the case may be);

O equals the number of units of Stock in respect of which the Participant has an
  Option;

T equals the total number of units of Stock in issue at the time; and

P equals the aggregate amount which would have constituted the exercise price in
  respect to all units of Stock referred to in O

         11.10    EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE.
Notwithstanding any other provision of this Plan, upon the termination of a
Participant's employment or service with the Company or any Parent or Subsidiary
under any circumstances, all Awards shall immediately terminate as to any Option
shares that have not previously vested as of the date of such termination.

         11.11    LAPSE OF AWARD. Notwithstanding any other provision of this
Plan, in the event of a Participant's termination of employment or service with
the Company or any Subsidiary, Parent or other Corporate Affiliate for "Cause"
(as defined below), all outstanding Awards to that Participant shall immediately
terminate in full as of the date of such termination of employment or service.
For purposes of this Agreement, "Cause" shall mean the occurrence of any of the
following events, as determined by the Committee in its sole and absolute
discretion and which determination shall be final:

                  (a)      The Participant's conviction of or guilty plea to the
commission of an act or acts constituting a felony under the laws of the United
Kingdom;

                  (b)      Action by the Participant toward the Company or any
Parent or Subsidiary involving personal dishonesty, theft or fraud in connection
with the Participant's duties as an employee of or consultant to the Company or
any Parent or Subsidiary;

                  (c)      The Participant's willful failure to abide by or
follow lawful directions of the Company or any Parent or Subsidiary; or

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                                                                    EXHIBIT 10.1

                  (d)      Other material breach by the Participant of any
employment or consulting agreement between Participant and the Company or any
Parent or Subsidiary.

ARTICLE 12 CHANGES IN CAPITAL STRUCTURE

         12.1     GENERAL. In the event a stock dividend is declared upon the
Stock, the shares of Stock then subject to each Award shall be increased
proportionately without any change in the aggregate purchase price therefor. In
the event the Stock shall be changed into or exchanged for a different number or
class of shares of Stock or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares, merger
or consolidation, there shall be substituted for each such share of Stock then
subject to each Award the number and class of shares of Stock into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the shares then subject to each Award.

         12.2     OUTSTANDING AWARDS AND CHANGE IN CONTROL. In connection with
any Change in Control, the Committee may provide, in its sole discretion, for
the cancellation of any outstanding Awards and payment in cash, stock or other
property therefor.

ARTICLE 13 AMENDMENT, MODIFICATION AND TERMINATION

         13.1     AMENDMENT, MODIFICATION AND TERMINATION. With the approval of
the Board, at any time and from time to time, the Committee may terminate, amend
or modify the Plan.

         13.2     AWARDS PREVIOUSLY GRANTED. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant.

ARTICLE 14 GENERAL PROVISIONS

         14.1     NO RIGHTS TO AWARDS. No Participant, employee, or other person
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants, employees, and
other persons uniformly.

         14.2     NO STOCKHOLDERS RIGHTS. No Award gives the Participant any of
the rights of a stockholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         14.3     WITHHOLDING. The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy applicable taxes required by law
to be withheld with respect to any taxable event arising as a result of this
Plan.

         14.4     NO RIGHT TO EMPLOYMENT. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Company or
any Subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
Subsidiary.

         14.5     UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an

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                                                                    EXHIBIT 10.1

Award, nothing contained in the Plan or any Award Agreement shall give the
Participant any rights that are greater than those of a general creditor of the
Company or any Subsidiary.

         14.6     INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee or of the Board shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by such member in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to act under the Plan and against and from any and all amounts paid by him or
her in satisfaction of judgment in such action, suit, or proceeding against him
or her provided he or she gives the Company an opportunity, at its own expense,
to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or By-Laws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.

         14.7     RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary.

         14.8     EXPENSES. The expenses of administering the Plan shall be
borne by the Company and its Subsidiaries.

         14.9     TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         14.10    FRACTIONAL SHARES. No fractional shares of stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         14.11    GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register under any applicable securities law or regulation any of the shares of
Stock paid under the Plan. If the shares paid under the Plan may in certain
circumstances be exempt from registration under any applicable securities law or
regulation, the Company may restrict the transfer of such shares in such manner
as it deems advisable to ensure the availability of any such exemption.

         14.12    GOVERNING LAW. The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the United Kingdom.

                                 Page 10 of 10