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EXHIBIT 4.6




INTELSAT, LTD.




2004 SHARE INCENTIVE PLAN




Effective 31 march 2004

As amended and restated 3 June 2004




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page

	1.	 	Establishment, Purpose and Types of Awards	 	 	1	 
	2.	 	Definitions	 	 	1	 
	 	 	a.	 	Affiliate	 	 	1	 
	 	 	b.	 	Awards	 	 	1	 
	 	 	c.	 	Board	 	 	1	 
	 	 	d.	 	Change in Control	 	 	1	 
	 	 	e.	 	Code	 	 	2	 
	 	 	f.	 	Committee	 	 	2	 
	 	 	g.	 	Committee Delegate	 	 	2	 
	 	 	h.	 	Covered Employee	 	 	2	 
	 	 	i.	 	Exchange Act	 	 	2	 
	 	 	j.	 	Fair Market Value	 	 	3	 
	 	 	k.	 	Grant Agreement	 	 	3	 
	 	 	l.	 	Grant Date	 	 	3	 
	 	 	m.	 	IPO	 	 	3	 
	 	 	n.	 	Independent Directors	 	 	3	 
	 	 	o.	 	Incentive Share Options	 	 	3	 
	 	 	p.	 	Nonqualified Share Options	 	 	3	 
	 	 	q.	 	Parent	 	 	3	 
	 	 	r.	 	Participant	 	 	3	 
	 	 	s.	 	Performance Award	 	 	4	 
	 	 	t.	 	Performance Measure	 	 	4	 
	 	 	u.	 	Performance Period	 	 	4	 
	 	 	v.	 	Phantom Shares	 	 	4	 
	 	 	w.	 	Restricted Shares and Restricted Share Units	 	 	4	 
	 	 	x.	 	Retirement	 	 	4	 
	 	 	y.	 	Rule 16b-3	 	 	4	 
	 	 	z.	 	Securities Act	 	 	4	 
	 	 	aa.	 	Shares	 	 	4	 
	 	 	bb.	 	Share Appreciation Rights	 	 	4	 
	 	 	cc.	 	Subsidiary and Subsidiaries	 	 	4	 
	 	 	dd.	 	Total and Permanent Disability	 	 	5	 
	 	 	ee.	 	2001 Plan	 	 	5	 
	3.	 	Administration	 	 	5	 
	 	 	a.	 	Procedure	 	 	5	 
	 	 	b.	 	Secondary Committees and Sub-Plans	 	 	5	 
	 	 	c.	 	Powers of the Committee	 	 	6	 
	 	 	d.	 	Limited Liability	 	 	7	 
	 	 	e.	 	Indemnification	 	 	7	 







 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page

	 	 	f.	 	Effect of Committee’s Decision	 	 	7	 
	 	 	g.	 	Apprising the Board	 	 	7	 
	4.	 	Shares Available for the Plan; Maximum Awards	 	 	7	 
	 	 	a.	 	Shares Available Under the Plan	 	 	7	 
	 	 	b.	 	Maximum Awards of Share Options and Share	 	 	 	 
	

	 	 	 	     Appreciation Rights to Covered Employees
	 	 	8	 
	 	 	c.	 	Maximum Awards of Restricted Shares, Restricted	 	 	 	 
	

	 	 	 	     Share Units and Phantom Shares
	 	 	8	 
	 	 	d.	 	Maximum Performance Awards to Covered Employees	 	 	8	 
	5.	 	Participation	 	 	9	 
	6.	 	Share Options	 	 	9	 
	 	 	a.	 	Grant of Option	 	 	9	 
	 	 	b.	 	Exercise Price	 	 	9	 
	 	 	c.	 	Payment	 	 	9	 
	 	 	d.	 	Terms of Options	 	 	10	 
	 	 	e.	 	Restrictions on Incentive Share Options	 	 	10	 
	 	 	f.	 	Other Terms and Conditions	 	 	11	 
	7.	 	Restricted Shares and Restricted Share Units	 	 	11	 
	 	 	a.	 	In General	 	 	11	 
	 	 	b.	 	Vesting Conditions and Other Restrictions	 	 	11	 
	 	 	c.	 	Share Issuance and Shareholder Rights	 	 	11	 
	8.	 	Share Appreciation Rights and Phantom Shares	 	 	12	 
	 	 	a.	 	Award of Share Appreciation Rights	 	 	12	 
	 	 	b.	 	Restrictions of Tandem SARs	 	 	13	 
	 	 	c.	 	Amount of Payment Upon Exercise of SARs	 	 	13	 
	 	 	d.	 	Form of Payment Upon Exercise of SARs	 	 	13	 
	 	 	e.	 	Phantom Shares	 	 	13	 
	9.	 	Performance Awards	 	 	14	 
	 	 	a.	 	In General	 	 	14	 
	 	 	b.	 	Covered Employee Targets	 	 	14	 
	10.	 	Formula Awards to Independent Directors	 	 	14	 
	 	 	a.	 	Restricted Share Unit Grants to Independent Directors	 	 	14	 
	 	 	b.	 	Other Forms of Awards	 	 	15	 
	11.	 	Withholding and Reporting of Taxes	 	 	15	 
	12.	 	Transferability	 	 	16	 







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	 	 	 	 	 	 	Page

	13.	 	Adjustments; Business Combinations	 	 	16	 
	 	 	(a)	 	Adjustments	 	 	16	 
	 	 	(b)	 	Change in Control	 	 	17	 
	 	 	(c)	 	Dissolution and Liquidation	 	 	17	 
	 	 	(d)	 	Other Adjustments	 	 	17	 
	14.	 	Termination and Amendment	 	 	18	 
	 	 	(a)	 	Amendment or Termination by the Board	 	 	18	 
	 	 	(b)	 	Amendments by the Committee	 	 	18	 
	 	 	(c)	 	Approval of Grantees	 	 	18	 
	15.	 	Non-Guarantee of Employment	 	 	18	 
	16.	 	Termination of Employment	 	 	18	 
	17.	 	Written Agreement	 	 	19	 
	18.	 	Non-Uniform Determinations	 	 	19	 
	19.	 	Limitation on Benefits	 	 	19	 
	20.	 	Listing and Registration	 	 	19	 
	21.	 	Compliance with Securities Law	 	 	19	 
	22.	 	No Trust or Fund Created	 	 	20	 
	23.	 	No Limit on Other Compensation Arrangements	 	 	20	 
	24.	 	No Restriction of Company Action	 	 	20	 
	25.	 	Governing Law	 	 	21	 
	26.	 	Plan Subject to Charter and Bye-Laws	 	 	21	 
	27.	 	Effective Date; Termination Date	 	 	21	 








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INTELSAT, LTD.

2004 SHARE INCENTIVE PLAN




1. Establishment, Purpose and Types of Awards




     Intelsat, Ltd. hereby establishes the Intelsat, Ltd. 2004 Share Incentive
Plan (the “Plan”). The purpose of the Plan is to promote the long-term growth
and profitability of Intelsat, Ltd. (the “Company”) by (i) providing incentives
to improve shareholder value and to contribute to the growth and financial
success of the Company, and (ii) enabling the Company to attract, retain and
reward the best available persons for positions of substantial responsibility.



     The Plan permits the granting of Awards in the form of Incentive Share
Options, Nonqualified Share Options, Restricted Shares, Restricted Share Units,
Share Appreciation Rights, Phantom Shares, and Performance Awards in each case
as such term is defined below, and any combination of the foregoing.



2. Definitions



     Under this Plan, except where the context otherwise indicates, the
following definitions apply:



     (a) “Affiliate” shall mean any entity other than a Subsidiary, if the
Company and/or one or more Subsidiaries own directly or indirectly not less
than 50% of such entity.



     (b) “Awards” shall mean Incentive Share Options, Nonqualified Share
Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights,
Phantom Shares, and Performance Awards and any combination of the foregoing.



     (c) “Board” shall mean the Board of Directors of the Company.



     (d) “Change in Control” shall mean:




     (i) The consummation of an amalgamation, merger or consolidation of
the Company with or into another entity or any other corporate
reorganization of the Company, if more than fifty percent (50%) of the
combined voting power of the continuing or surviving entity’s securities
outstanding immediately after such amalgamation, merger, consolidation or
other reorganization (or, if applicable, fifty percent (50%) of the
combined voting power of the ultimate parent company that directly or
indirectly has beneficial ownership of the securities of such continuing
or surviving entity) is not owned directly or indirectly by persons who
were holders of the Company’s then outstanding voting securities
immediately prior to such amalgamation, merger, consolidation or other
reorganization;



 









 






     (ii) The sale, transfer or other disposition of all or substantially
all of the Company’s assets to an entity that is neither a Parent nor a
Subsidiary nor an Affiliate of the Company;




     (iii) Any transaction as a result of which any person becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing at
least fifty percent (50%) of the total voting power represented by the
Company’s then outstanding voting securities. For purposes of this
subsection, the term “person” shall have the same meaning as when used in
sections 13(d) and 14(d) of the Exchange Act but shall exclude: (A) any
Parent, Subsidiary or Affiliate of the Company, (B) any employee benefit
plan (or related trust) sponsored or maintained by the Company, a Parent,
or any Subsidiary or Affiliate, and (C) any underwriter temporarily
holding securities pursuant to an offering of such securities; or




     (iv) A change in the composition of the Board over a period of
twenty four (24) consecutive months or less as a result of which
individuals who, at the beginning of such period, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
subsequently becoming a director whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at
least a majority of the directors then comprising the Board (either by a
specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without written
objection to such nomination) shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as
a result of either an actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the Board.



     (e) “Code” shall mean the Internal Revenue Code of 1986, as amended, and
any regulations issued thereunder.



     (f) “Committee” shall mean the Board or a committee of the Board appointed
pursuant to Section 3 of the Plan to administer the Plan.



     (g) “Committee Delegate” shall mean the Chief Executive Officer or other
senior officer of the Company to whom duties and powers of the Board or
Committee hereunder have been delegated pursuant to Section 3(c).



     (h) “Covered Employee” shall mean an employee of the Company or any
Parent, Subsidiary or Affiliate who is subject to Code Section 162(m).



     (i) “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as
amended.



     (j) “Fair Market Value” of the Shares for any purpose on a particular date



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shall mean:





     (i) if there is an IPO on such date, the price at which the Shares
are offered in the IPO;




     (ii) if the Shares are traded on a public securities exchange or a
national automated quotation system on any such date following the date
of an IPO, the average of the highest and lowest quoted selling prices
for Shares on the relevant date, or (if there were no sales on such date)
the average of the highest and lowest quoted selling prices on the
nearest day before the relevant date, as reported in The Wall Street
Journal or a similar publication selected by the Committee; or




     (iii) if the shares are not traded on a public securities exchange
or a national quotation system on such date, the price determined in a
manner such as the Committee shall in good faith determine to be
appropriate.



     (k) “Grant Agreement” shall mean a written agreement between the Company
and a grantee memorializing the terms and conditions of an Award granted
pursuant to the Plan.



     (l) “Grant Date” shall mean the date on which the Committee formally acts
to grant an Award to a grantee or such other date as the Committee shall so
designate at the time of taking such formal action.



     (m) “IPO” shall mean the first underwritten public offering of the Shares
pursuant to an effective registration statement under the Securities Act, after
which such Shares are publicly held and listed for trading on a national
securities exchange or quoted for trading by a reputable nationally recognized
quotation service.



     (n) “Independent Directors” shall mean members of the Board who are not
employees of the Company, or any Parent, Subsidiary or Affiliate of the
Company.



     (o) “Incentive Share Options” shall mean share options that meet the
requirements of Code Section 422.



     (p) “Nonqualified Share Options” shall mean share options that do not meet
the requirements of Code Section 422.



     (q) “Parent” shall mean a Company, whether now or hereafter existing,
within the meaning of the definition of “parent company” provided in Section
424(e) of the Code, or any successor thereto of similar import.



     (r) “Participant” shall mean a director or an officer or other full-time
or part-time employee of the Company, or any Parent, Subsidiary or Affiliate,
who is granted an Award under the Plan.



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     (s) “Performance Award” shall mean an Award under Section 9 hereof.



     (t) “Performance Measure” shall mean one or more of the following selected
by the Committee to measure performance of the Company or any Parent,
Subsidiary or Affiliate or other business division of same for a Performance
Period, whether in absolute or relative terms: basic or diluted earnings per
share; earnings per share growth; revenue; operating income; net income (either
before or after taxes); earnings and/or net income before interest and taxes;
earnings and/or net income before interest, taxes, depreciation and
amortization; return on capital; return on equity; return on assets; net cash
provided by operations; free cash flow; share price; economic profit; economic
value; total shareholder return; gross margins and costs. Each such measure
shall be determined in accordance with generally accepted accounting principles
as consistently applied and, if so determined by the Committee and, in the case
of a Performance Award to a Covered Employee, to the extent permitted under
Code section 162(m), adjusted to omit the effects of extraordinary items, gain
or loss on the disposal of a business segment, unusual or infrequently
occurring events and transactions and cumulative effects of changes in
accounting principles.



     (u) “Performance Period” means a period of not less than one year over
which the achievement of targets for Performance Measures is determined.



     (v) "Phantom Shares” shall mean Awards under Section 8(e).



     (w) “Restricted Shares” and “Restricted Share Units” shall mean Awards
under Section 7.



     (x) “Retirement” shall mean the Participant’s termination of employment or
service after such Participant reaches age sixty-five (65), or reaches age
fifty-five (55) having completed at least ten (10) years of service with the
Company or any Parent, Subsidiary or Affiliate of the Company.



     (y) “Rule 16b-3” shall mean Rule 16b-3 as in effect under the Exchange Act
on the effective date of the Plan, or any successor provision prescribing
conditions necessary to exempt the issuance of securities under the Plan (and
further transactions in such securities) from Section 16(b) of the Exchange
Act.



     (z) “Securities Act” shall mean the U.S. Securities Act of 1933, as
amended.



     (aa) “Shares” shall mean ordinary shares of the Company, par value U.S.
$3.00 U.S. per share.



     (bb) “Share Appreciation Rights” shall mean Awards under Section 8(a) to
(d).



     (cc) “Subsidiary” and “Subsidiaries” shall mean only a Company or
Companies, whether now or hereafter existing, within the meaning of the
definition of


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“subsidiary Company” provided in Section 424(f) of the Code, or
any successor thereto of similar import.




     (dd) “Total and Permanent Disability” shall mean disabled for purposes of
any long-term disability plan under which the Participant is eligible, and, if
none, for purposes of Code Section 22(e)(3).



     (ee) “2001 Plan” shall mean the Intelsat, Ltd. 2001 Share Option Plan.



3. Administration




     (a) Procedure. The Plan shall be administered by the Board. In the
alternative, the Board may delegate authority to a Committee to administer the
Plan on behalf of the Board, subject to such terms and conditions as the Board
may prescribe. Such Committee shall consist of not less than three (3) members
of the Board each of whom is a “non-employee director” within the meaning of
Rule 16b-3 under the Exchange Act, or any successor rule of similar import, and
an “outside director” within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder. The Board may delegate to such Committee
any or all of its duties and powers under the Plan, including the authority
provided under Section 14(a). The Committee shall continue to administer the
Plan on behalf of the Board until otherwise directed by the Board.



     (b) Secondary Committees and Sub-Plans. The Board may, in its sole
discretion, bifurcate the duties and powers of the Committee by establishing
one or more secondary Committees to which certain duties and powers of the
Board hereunder are delegated (each of which shall be regarded as a “Committee”
under the Plan with respect to such duties and powers), or delegate all of its
duties and powers hereunder to a single Committee. Additionally, if permitted
by applicable law, the Board or Committee may delegate any or all of its duties
and powers hereunder to the Chief Executive Officer and/or to other senior
officers of the Company subject to such conditions and limitations as the Board
or Committee shall prescribe. However, only the Committee described under
Subsection 3(a) may designate and grant Awards to Participants who are subject
to Section 16 of the Exchange Act or Section 162(m) of the Code. The
Committee shall also have the power to establish sub-plans (which may be
included as appendices to the Plan or the respective Grant Agreements), which
may constitute separate schemes, for the purpose of establishing schemes which
meet any special tax or regulatory requirements of countries other than the
United States. Any such interpretations, rules, administration and sub-plans
shall be consistent with the basic purposes of the Plan.



     (c) Powers of the Committee. The Committee shall have all the powers
vested in it by the terms of the Plan, such powers to include authority, in its
sole and absolute discretion, to grant Awards under the Plan, prescribe Grant
Agreements evidencing such Awards and establish programs for granting Awards.
The Committee shall have full power and authority to take all other actions
necessary to carry out the purpose and intent of the Plan, including, but not
limited to, the authority to:



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     (i) determine the Participants to whom, and the time or times at
which Awards shall be granted,




     (ii) determine the types of Awards to be granted,




     (iii) determine the number of Shares and/or amount of cash to be
covered by or used for reference purposes for each Award,




     (iv) impose such terms, limitations, vesting schedules, restrictions
and conditions upon any such Award as the Committee shall deem
appropriate, including without limitation establishing in its discretion
performance criteria that must be satisfied before an Award vests and/or
becomes payable, the term during which an Award is exercisable, and the
period, if any, following a grantee’s termination of employment or
service with the Company or any Parent, Subsidiary or Affiliate during
which the Award shall remain exercisable,




     (v) modify, extend or renew outstanding Awards, accept the surrender
of outstanding Awards and substitute new Awards, provided that no such
action shall be taken with respect to any outstanding Award that would
(A) materially, adversely affect the grantee without the grantee’s
consent, or (B) constitute a repricing of share options without the
consent of the holders of the Company’s voting securities under (vi)
below,




     (vi) only with the approval of the holders of the voting securities
of the Company, reprice Incentive Share Options and Nonqualified Share
Options either by amendment to lower the exercise price or by accepting
such share options for cancellation and issuing replacement share options
with a lower exercise price or through any other mechanism,




     (vii) accelerate the time in which an Award may be exercised or in
which an Award becomes payable and waive or accelerate the lapse, in
whole or in part, of any restriction or condition with respect to an
Award,




     (viii) establish objectives and conditions, including targets for
Performance Measures, if any, for earning Awards and determining whether
Awards will be paid after the end of a Performance Period, and




     (ix) permit the deferral of, or require a Participant to defer such
Participant’s receipt of, the delivery of Shares and/or cash under an
Award that would otherwise be due to such Participant and establish rules
and procedures for such payment deferrals.


The Committee shall have full power and authority to administer and interpret
the Plan and to adopt such rules, regulations, agreements, guidelines and
instruments for the





6









 







administration of the Plan as the Committee deems
necessary, desirable or appropriate in accordance with the Bye-Laws of the
Company.




     (d) Limited Liability. To the maximum extent permitted by law, no member
of the Board or Committee or a Committee Delegate shall be liable for any
action taken or decision made in good faith relating to the Plan or any Award
thereunder.



     (e) Indemnification. The members of the Board and Committee and any
Committee Delegate shall be indemnified by the Company in respect of all their
activities under the Plan in accordance with the procedures and terms and
conditions set forth in the Bye-Laws of the Company. 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 Memorandum of
Association, as a matter of law, or otherwise.



     (f) Effect of Committee’s Decision. All actions taken and decisions and
determinations made by the Committee or a Committee Delegate on all matters
relating to the Plan pursuant to the powers vested in it hereunder shall be in
the Committee’s or Committee Delegate’s sole and absolute discretion and shall
be conclusive and binding on all parties concerned, including the Company, its
shareholders, any Participants in the Plan and any other employee of the
Company, and their respective successors in interest.



     (g) Apprising the Board. The Committee will keep the Board fully informed
regarding its activities under the Plan at the earliest possible date, and not
less frequently than at each scheduled Board meeting.



4. Shares Available Under the Plan; Maximum Awards




     (a) Shares Available Under the Plan.




     (i) Subject to adjustments as provided in Section 13 of the Plan,
the Shares that may be delivered or purchased or used for reference
purposes (with respect to Share Appreciation Rights, or Phantom Shares)
with respect to Awards granted under the Plan, including with respect to
Incentive Share Options, shall not exceed an aggregate of Six Million
Seven Hundred Twenty Thousand (6,720,000) Shares, plus the number of
Shares available from the 2001 Plan as provided in Subsection 4(a)(ii)
below. Shares available under the Plan may be, in any combination,
authorized but unissued Shares and Shares that are repurchased, in the
market, and canceled by the Company. The Company shall reserve said
number of Shares for Awards under the Plan, subject to adjustments as
provided in Section 13 of the Plan. If any Award, or portion of an
Award, issued under the Plan, expires or terminates unexercised, becomes
unexercisable or is forfeited or otherwise terminated, surrendered or
canceled as to any Shares without the delivery by the Company (or, in the
case of Restricted Shares, without vesting) of Shares or other
consideration, the Shares subject to such Award shall thereafter be
available for further Awards under the Plan.



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     (ii) There shall be available for issuance under the Plan the sum of
(A) the number of Shares remaining available for issuance under the 2001 Plan
at the effective date of this Plan, plus (B) Shares subject to any share
options issued under the 2001 Plan to the extent such share options had
terminated or otherwise been forfeited as of the effective date of the
Plan, or subsequently expire or terminate unexercised, become
unexercisable or are forfeited or otherwise terminated, surrendered or
canceled, without delivery of Shares or other consideration to the
holder. Subject to adjustment as provided in Section 13, the maximum
number of Shares available under this Subsection 4(a)(ii) are Three
Million Three Hundred Thirty-Three Thousand Three Hundred and
Thirty-Three (3,333,333) Shares, which consist of the sum as of the
effective date of the Plan of (x) Shares subject to all outstanding share
options under the 2001 Plan, (y) Shares subject to share options issued
under the 2001 Plan which have terminated or otherwise been forfeited
without delivery of Shares or other consideration to the holder and (z)
Shares which remained available for issuance under the 2001 Plan.



     (b) Maximum Awards of Share Options and Share Appreciation Rights to
Covered Employees. The maximum number of Shares subject to Incentive Share
Options, Nonqualified Share Options and Share Appreciation Rights, or any
combination thereof, that may be granted during any one calendar year to any
one Covered Employee shall be limited to One Million (1,000,000). To the
extent required by Section 162(m) of the Code and so long as Section 162(m) of
the Code is applicable to persons eligible to participate in the Plan, Shares
subject to the foregoing maximum with respect to which the related Award is
terminated, surrendered or canceled shall nonetheless continue to be taken into
account with respect to such maximum for the calendar year in which granted.



     (c) Maximum Awards of Restricted Shares, Restricted Share Units and
Phantom Shares. No more than thirty percent (30%) of the Shares available for
Awards under the Plan shall be issued with respect to Restricted Shares,
Restricted Share Units and Phantom Shares, or any combination thereof.



     (d) Maximum Performance Awards to Covered Employees. To the extent Code
Section 162(m) is applicable, no more than One Hundred Fifty Thousand (150,000)
Shares, or Four Million Dollars ($4,000,000.00) in Fair Market Value of Shares
at the Grant Date, shall become payable pursuant to Performance Awards in the
form of Restricted Shares, Restricted Share Units and Phantom Shares, or any
combination thereof, to any one Covered Employee in any one calendar year and
no more than Four Million Dollars ($4,000,000.00) shall become payable pursuant
to Performance Awards in cash to any one Covered Employee in any one calendar
year. The maximum amount that may become payable pursuant to such forms of
Performance Awards to any one Covered Employee for a Performance Period greater
than a calendar year shall not exceed the maximum for one calendar year
multiplied by the number of calendar years in the Performance Period.



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5. Participation




     Participation in the Plan shall be open to all officers and other regular
full-time and part-time employees and all directors of the Company, or of any
Parent, Subsidiary or Affiliate of the Company, as may be selected by the
Committee from time to time. Notwithstanding the foregoing, participation in
the Plan with respect to Awards of Incentive Share Options shall be limited to
employees of the Company or of any Parent or Subsidiary of the Company.



     Awards may be granted to such Participants and for or with respect to such
number of Shares as the Committee shall determine, subject to the limitations
in Section 4 of the Plan. A grant of any type of Award made in any one year to
a Participant shall neither guarantee nor preclude a further grant of that or
any other type of Award to such person in that year or subsequent years.



6. Share Options




     Subject to the other applicable provisions of the Plan, the Committee may
from time to time grant to Participants Awards of Nonqualified Share Options
and/or Incentive Share Options. The share option Awards granted shall be
subject to the following terms and conditions.



     (a) Grant of Option. The grant of a share option shall be evidenced by a
Grant Agreement, executed by the Company and the grantee, stating the number of
Shares subject to the share option evidenced thereby, the exercise price and
the terms and conditions of such share option, in such form as the Committee
may from time to time determine.



     (b) Exercise Price. The price per Share payable upon the exercise of each
share option shall not be less than one hundred percent (100%) of the Fair
Market Value of the Shares on the Grant Date.



     (c) Payment. Share options may be exercised in whole or in part by
payment of the exercise price of the Shares to be acquired in accordance with
the provisions of the Grant Agreement, and/or such rules and regulations as the
Committee may have prescribed, and/or such determinations, orders, or decisions
as the Committee may have made. Payment may be made in cash (or cash
equivalents acceptable to the Committee) or, if provided in the Grant Agreement
and permitted by applicable law, in Shares which have been held by grantee for
at least six (6) months or a combination of cash and such Shares, or by such
other means as the Committee may prescribe. The Fair Market Value of Shares
delivered on exercise of share options shall be determined as of the date of
exercise.



     If the Shares are registered under Section 12(b) or 12(g) of the Exchange
Act, the Committee, subject to such limitations as it may determine, may
authorize payment of the exercise price, in whole or in part, by delivery of a
properly executed exercise notice,



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together with irrevocable instructions, to: (i) a brokerage firm to deliver
promptly to the Company the aggregate amount of sale or loan proceeds to pay
the exercise price and any withholding tax obligations that may arise in
connection with the exercise, and (ii) the Company to deliver the certificates
for such purchased Shares directly to such brokerage firm.




     (d) Terms of Options. The term during which each share option may be
exercised shall be determined by the Committee; provided, however, that in no
event shall a share option be exercisable more than ten years from the date it
is granted unless otherwise determined by the Committee. Prior to the exercise
of the share option and delivery of the share certificates represented thereby,
the grantee shall have none of the rights of a shareholder with respect to any
Shares represented by an outstanding share option.



     (e) Restrictions on Incentive Share Options. Incentive Share Option
Awards granted under the Plan shall comply in all respects with Code Section
422 and, as such, shall meet the following additional requirements:




     (i) Grant Date. An Incentive Share Option must be granted within
ten (10) years of the earlier of the Plan’s adoption by the Board of
Directors or approval by the Company’s shareholders.




     (ii) Exercise Price and Term. The exercise price of an Incentive
Share Option shall not be less than one hundred percent (100%) of the
Fair Market Value of the Shares on the date the share option is granted
and the term of the share option shall not exceed ten years. Also, the
exercise price of any Incentive Share Option granted to a grantee who
owns (within the meaning of Section 422(b)(6) of the Code, after the
application of the attribution rules in Section 424(d) of the Code) more
than ten percent (10%) of the total combined voting power of all classes
of shares of the Company or any Parent or Subsidiary of the Company shall
be not less than one hundred ten percent (110%) of the Fair Market Value
of the Shares on the grant date and the term of such share option shall
not exceed five years.




     (iii) Maximum Grant. The aggregate Fair Market Value (determined as
of the Grant Date) of Shares of the Company with respect to which all
Incentive Share Options first become exercisable by any grantee in any
calendar year under this or any other plan of the Company and its Parent
and Subsidiaries may not exceed One Hundred Thousand Dollars (U.S.
$100,000) or such other amount as may be permitted from time to time
under Section 422 of the Code. To the extent that such aggregate Fair
Market Value shall exceed One Hundred Thousand Dollars (U.S. $100,000),
or other applicable amount, such share options to the extent of the
Shares in excess of such limit shall be treated as Nonqualified Share
Options. In such case, the Company may designate the Shares that are to
be treated as Shares acquired pursuant to the exercise of an Incentive
Share Option.



10









 






     (iv) Grantee. Incentive Share Options shall only be issued to
employees of the Company, or of a Parent, Subsidiary or Affiliate of the
Company.




     (v) Designation. No share option shall be an Incentive Share Option
unless so designated by the Committee at the time of grant or in the
Grant Agreement evidencing such share option.




     (vi) Shareholder Approval. No share option issued under the Plan
shall be an Incentive Share Option unless the Plan is approved by the
shareholders of the Company within twelve (12) months of its adoption by
the Board in accordance with the Bye-Laws of the Company and governing
law relating to such matters.




     (f) Other Terms and Conditions. Share options may contain such other
provisions, not inconsistent with the provisions of the Plan, as the Committee
shall determine appropriate from time to time.



7. Restricted Shares and Restricted Share Units




     (a) In General. Subject to the other applicable provisions of the Plan
and applicable law, the Committee may at any time and from time to time grant
Restricted Shares or Restricted Share Units to Participants, in such amounts
and subject to such vesting conditions, other restrictions and conditions for
removal of restrictions as it determines. Unless determined otherwise by the
Committee, Participants receiving Restricted Shares or Restricted Share Units
are not required to pay the Company cash consideration therefore (except as may
be required for applicable tax withholding).



     (b) Vesting Conditions and Other Restrictions. Each Award for Restricted
Shares and Restricted Share Units shall be evidenced by a Grant Agreement that
specifies the applicable vesting conditions and other restrictions, if any, on
such Award, the duration of such restrictions, and the time or times at which
such restrictions shall lapse with respect to all or a specified number of the
Shares that are part of the Award. Notwithstanding the foregoing, the
Committee may reduce or shorten the duration of any vesting or other
restriction applicable to any Restricted Shares or Restricted Share Units
awarded to any grantee under the Plan.



     (c) Share Issuance and Shareholder Rights.




     (i) Restricted Shares. Share certificates with respect to Shares
granted pursuant to a Restricted Share Award shall be issued, and/or
Shares shall be registered, at the time of grant of the Restricted Share
Award, subject to forfeiture if the Restricted Shares do not vest or
other restrictions do not lapse. Any Share certificates shall bear an
appropriate legend with respect to the restrictions applicable to such
Restricted Share Award and the grantee may be required to deposit the
certificates with the Company during the period of any restriction



11









 






thereon and to execute a blank share power or other instrument of
transfer therefore. Except as otherwise provided by the Committee, during the
period of restriction following issuance of Restricted Share
certificates, the grantee shall have all of the rights of a holder of
Shares, including but not limited to the rights to receive dividends (or
amounts equivalent to dividends) and to vote with respect to the
Restricted Shares. The Committee, in its discretion, may provide that
any dividends or distributions paid with respect to Shares subject to the
unvested portion of a Restricted Share Award will be subject to the same
restrictions as the Restricted Shares to which such dividends or
distributions relate.




     (ii) Restricted Share Units. Share certificates for the Shares
subject to a Restricted Share Unit shall be issued, and/or Shares shall
be registered, upon vesting and lapse of any other restrictions with
respect to the issuance of Shares under such Award. The grantee will not
be entitled to vote such Shares or to any of the other rights of
shareholders during the period prior to issuance of the certificates for
such Shares and/or the registration of the Shares. An Award of
Restricted Share Units may provide the Participant with the right to
receive amounts equivalent to dividends and distributions paid with
respect to Shares subject to the Award while the Award is outstanding,
which payments may, in the Committee’s discretion, either be made
currently or credited to an account for the Participant, and may be
settled in cash or Shares, all as determined by the Committee. Unless
otherwise determined by the Committee with respect to a particular Award,
each outstanding Restricted Share Unit shall accrue such dividend
equivalents, deferred as equivalent amounts of additional Restricted
Share Units, which amounts will be paid only when and if the Restricted
Share Unit (on which such dividend equivalents were accrued) vests and
becomes payable. To the extent that a Restricted Share Unit does not
vest or is otherwise forfeited, any accrued and unpaid dividend
equivalents shall be forfeited.



8. Share Appreciation Rights and Phantom Shares




     (a) Award of Share Appreciation Rights. Subject to the other applicable
provisions of the Plan, the Committee may at any time and from time to time
grant Share Appreciation Rights (“SARs”) to Participants, either on a
free-standing basis (without regard to or in addition to the grant of a share
option) or on a tandem basis (related to the grant of an underlying share
option), as it determines. SARs granted in tandem with or in addition to a
share option may be granted either at the same time as the share option or at a
later time; provided, however, that a tandem SAR shall not be granted with
respect to any outstanding Incentive Share Option Award without the consent of
the grantee. SARs shall be evidenced by Grant Agreements, executed by the
Company and the grantee, stating the number of Shares subject to the SAR
evidenced thereby and the terms and conditions of such SAR, in such form as the
Committee may from time to time determine. The term during which each SAR may
be exercised shall be determined by the Committee. In no event shall a SAR be
exercisable more than ten years from the date it is granted. The grantee shall
have none of the rights of a shareholder with respect to any Shares represented
by a SAR.



12









 





     (b) Restrictions of Tandem SARs. No Incentive Share Option may be
surrendered in connection with the exercise of a tandem SAR unless the Fair
Market Value of the Shares subject to the Incentive Share Option is greater
than the exercise price for such Incentive Share Option. SARs granted in
tandem with share options shall be exercisable only to the same extent and
subject to the same conditions as the share options related thereto are
exercisable. The Committee may, in its discretion, prescribe additional
conditions to the exercise of any such tandem SAR.



     (c) Amount of Payment upon Exercise of SARs. A SAR shall entitle the
grantee to receive, subject to the provisions of the Plan and the Grant
Agreement, a payment having an aggregate value equal to the product of (i) the
excess of (A) the Fair Market Value on the exercise date of one Share over (B)
the base price per Share specified in the Grant Agreement (which shall be no
less than the Fair Market Value of a Share on the Grant Date), times (ii) the
number of Shares specified by the SAR, or portion thereof, that is exercised.
In the case of exercise of a tandem SAR, such payment shall be made in exchange
for the surrender of the unexercised related share option (or any portion or
portions thereof which the grantee from time to time determines to surrender
for this purpose).



     (d) Form of Payment upon Exercise of SARs. Payment by the Company of the
amount receivable upon any exercise of a SAR may be made by the delivery of
Shares or cash, or any combination of Shares and cash, as determined in the
sole discretion of the Committee from time to time. If upon settlement of the
exercise of a SAR a grantee is to receive a portion of such payment in Shares,
the number of Shares shall be determined by dividing such portion by the Fair
Market Value of a Share on the exercise date. No fractional Shares shall be
used for such payment and the Committee shall determine whether cash shall be
given in lieu of such fractional Shares or whether such fractional Shares shall
be eliminated.



     (e) Phantom Shares. The grant of Phantom Shares shall be evidenced by a
Grant Agreement, executed by the Company and the grantee, that incorporates the
terms of the Plan and states the number of Phantom Shares evidenced thereby and
the terms and conditions of such Phantom Shares in such form as the Committee
may from time to time determine. Phantom Shares granted to a Participant shall
be credited to a bookkeeping reserve account solely for accounting purposes and
shall not require a segregation of any of the Company’s assets. Each Phantom
Share shall represent the value of one Share. Phantom Shares shall become
payable in whole or in part in such form, at such time or times and pursuant to
such conditions in accordance with the provisions of the Grant Agreement,
and/or such rules and regulations as the Committee may prescribe, and/or such
determinations, orders or decisions as the Committee may make. Except as
otherwise provided in the applicable Grant Agreement, the grantee shall have
none of the rights of a shareholder with respect to any Shares represented by a
Phantom Share as a result of the grant of a Phantom Share to the grantee.
Phantom Shares may contain such other provisions, not inconsistent with the
provisions of the Plan, as the Committee shall determine desirable or
appropriate from time to time.



13









 





9. Performance Awards




     (a) In General. The Committee, in its discretion, may establish targets
for Performance Measures for selected Participants and authorize the granting,
vesting, payment and/or delivery of Performance Awards in the form of Incentive
Share Options, Nonqualified Share Options, Restricted Shares, Restricted Share
Units, Share Appreciation Rights, Phantom Shares and/or cash to such
Participants upon achievement of such targets for Performance Measures during a
Performance Period. The Committee, in its discretion, shall determine the
Participants eligible for Performance Awards, the targets for Performance
Measures to be achieved during each Performance Period, and the type, amount,
and terms and conditions of any Performance Awards. Performance Awards may be
granted either alone or in addition to other Awards made under the Plan.



     (b) Covered Employee Targets. After the Company is subject to Code
section 162(m), in connection with any Performance Awards granted to a Covered
Employee, the Committee shall (i) establish in the applicable Grant Agreement
the specific targets relative to the Performance Measures which must be
attained before the respective Performance Award is granted, vests, or is
otherwise paid or delivered, (ii) provide in the applicable Grant Agreement the
method for computing the portion of the Performance Award which shall be
granted, vested, paid and/or delivered if the target or targets are attained in
full or part, and (iii) at the end of the relevant performance period and prior
to any such grant, vesting, payment or delivery certify the extent to which the
applicable target or targets were achieved and whether any other material terms
were in fact satisfied. The specific targets and the method for computing the
portion of such Performance Award which shall be granted, vested, paid or
delivered to any Covered Employee shall be established by the Committee prior
to the earlier to occur of (A) ninety (90) days after the commencement of the
Performance Period to which the Performance Measure applies and (B) the elapse
of twenty-five percent (25%) of the Performance Period and in any event while
the outcome is substantially uncertain. In interpreting Plan provisions
applicable to Performance Measures and Performance Awards with respect to
Covered Employees, it is the intent of the Plan to conform with the standards
of Section 162(m) of the Code and Treasury Regulations Section
1.162-27(e)(2)(i), and the Committee in interpreting the Plan shall be guided
by such provisions.



10. Formula Awards to Independent Directors




     (a) Restricted Share Unit Grants to Independent Directors. Each
Independent Director shall receive the following Awards of Restricted Share
Units under the Plan:




     (i) Initial Grants. Each Independent Director who first becomes a
member of the Board after the effective date of the Plan other than by
election at an annual meeting of the Company’s Shareholders shall receive
a grant of Restricted Share Units in such number as shall have a Fair
Market Value as of the Grant Date equal to the product of (A) Twenty Two
Thousand Five Hundred Dollars (U.S. $22,500.00) and (B) a fraction, the
numerator of which shall be the



14









 




number of full or partial months such
director is scheduled to serve between the date of his or her election and the month during which the next
succeeding annual meeting of Company shareholders is scheduled to be held
and the denominator of which shall be twelve (12). Such Restricted Share
Units shall be granted as of the date when such Independent Director
joins the Board.





     (ii) Annual Grants. As soon as practicable following each regular
annual meeting of the Company’s shareholders held on or after the
effective date of this Plan, each Independent Director who will continue
serving as a member of the Board shall receive a grant of Restricted
Share Units in such number as shall have a Fair Market Value as of the
Grant Date of Twenty Two Thousand Five Hundred Dollars (U.S. $22,500.00).




     (iii) Terms and Conditions. The Restricted Share Unit Awards to the
Independent Directors under this Section 10(a) will become one hundred
percent (100%) vested at the earlier of the first anniversary of the
Grant Date or the date of a Change in Control, provided the Grantee has
been in the continuous service as an Independent Director from the Grant
Date through any such vesting date. Such Award of Restricted Share Units
shall provide the Independent Director with the right to receive
additional Restricted Share Units, equivalent in value to the dividends
and distributions paid with respect to Shares subject to the Award while
the Award is outstanding, which shall vest and become payable or be
forfeited at the same dates as the respective Restricted Share Unit
Award. Unvested Restricted Share Units held by Independent Directors will
be forfeited upon the termination of the individual’s directorship.
Shares shall be issued to an Independent Director with respect to vested
Restricted Share Units on the date of termination of the Grantee’s
directorship with the Company. The Restricted Share Units shall be
subject to such other terms and conditions as are determined by the
Committee and set forth in the respective Grant Agreement.




     (iv) One-Time Grants. As soon as practicable after the special
meeting of the Company shareholders approving the Plan, the Chairman of
the Board shall receive a grant of Ten Thousand (10,000) Restricted Share
Units and each other Independent Director shall receive a grant of Six
Thousand (6,000) Restricted Share Units.



     (b) Other Forms of Awards. Notwithstanding Subsection 10(a) above, the
grants described in Paragraphs 10(a)(i), (ii), and/or (iv) may be issued in
such other form of Award or combination of Awards, and subject to such other
terms and conditions, as is determined by the Committee in its sole discretion,
with a valuation as of the Grant Date equal to the value of the Award provided
in the respective Paragraph.



11. Withholding and Reporting of Taxes




     The Company may require, as a condition to the grant of any Award under
the Plan, vesting or exercise pursuant to such Award or to the delivery of
certificates for



15









 




Shares issued or payments of cash to a grantee pursuant to the
Plan or a Grant Agreement, that the grantee pay to the Company, in cash or, if approved by the
Company, in Shares, including Shares acquired upon grant of the Award or
exercise of the Award, valued at Fair Market Value on the date as of which the
withholding tax liability is determined, any federal, state or local taxes of
any kind or any applicable taxes or other required withholding of any other
jurisdiction required by law to be withheld with respect to any taxable event
under the Plan. The Company, to the extent permitted or required by law, shall
have the right to deduct from any payment of any kind (including salary or
bonus) otherwise due to a grantee any federal, state or local taxes of any kind
or any applicable taxes or other required withholding of any other jurisdiction
required by law to be withheld with respect to the grant, vesting, exercise or
payment of or under any Award under the Plan or a Grant Agreement, or to retain
or sell a sufficient number of the Shares to be issued to such grantee to cover
any such taxes. The Company or any Parent, Subsidiary or Affiliate shall
comply with any applicable tax reporting requirements of any jurisdiction
imposed on it by law with respect to the granting, vesting, exercise and/or
payment of Awards.




12. Transferability




     No Award granted under the Plan shall be transferable by a grantee
otherwise than by will or the laws of descent and distribution. Unless
otherwise determined by the Committee in accordance with the provisions of the
immediately preceding sentence, an Award may be exercised during the lifetime
of the grantee, only by the grantee or, during the period the grantee is under
a legal disability, by the grantee’s guardian or legal representative.
Notwithstanding the foregoing, an Award other than an Incentive Share Option
may, in the Committee’s sole discretion, be transferable by gift or domestic
relations order to (i) the grantee’s child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law,
including adoptive relationships (such persons, “Family Members”), (ii) a
Company, partnership, limited liability company or other business entity whose
only shareholders, partners or members, as applicable are the grantee and/or
Family Members, or (iii) a trust in which the Grantee and/or Family Members
have all of the beneficial interests, and subsequent to any such transfer any
Award may be exercised by any such transferee.



13. Adjustments; Business Combinations




     (a) Adjustments. In the event of a reclassification, recapitalization,
share split, reverse share split, share dividend, extraordinary cash dividend,
combination of shares or other similar event, the maximum number and kind of
Shares reserved for issuance or with respect to which Awards may be granted
under the Plan as provided in Section 4 shall be adjusted to reflect such
event, and the Committee shall make such adjustments as it deems appropriate
and equitable in the number, kind and price of Shares covered by outstanding
Awards made under the Plan, and in any other matters that relate to Awards and
that are affected by the changes in the Shares referred to above.



16









 





     (b) Change in Control. In the event of any proposed Change in Control
under Section 2(d)(i), (ii) or (iii), the Committee shall take such action as it
deems appropriate and equitable to effectuate the purposes of this Plan and to
protect the grantees of Awards, which action may include, without limitation,
in any case where equity securities of another entity are proposed to be
delivered in exchange for or with respect to Shares of the Company,
arrangements to have such other entity replace the Awards granted hereunder
with awards with respect to such other securities, with appropriate adjustments
in the number of shares subject to, and the exercise prices under, the award.



     (c) Dissolution and Liquidation. In the event the Company dissolves and
liquidates (other than pursuant to a plan of amalgamation, merger or
reorganization), then notwithstanding any restrictions on exercise set forth in
this Plan or any Grant Agreement, or other agreement evidencing a share option,
Share Appreciation Right, Phantom Share, Restricted Share or Restricted Share
Unit Award: (i) each grantee shall have the right to exercise his share option,
Share Appreciation Right, or Phantom Share or to require delivery of Share
certificates, and/or registration of the Shares, representing any such
Restricted Share or Restricted Share Unit Award, at any time up to ten (10)
days prior to the effective date of such liquidation and dissolution; and (ii)
the Committee may make arrangements with the grantees for the payment of
appropriate consideration to them for the cancellation and surrender of any
share option, Share Appreciation Right, Phantom Share, Restricted Share or
Restricted Share Unit Award that is so canceled or surrendered at any time up
to ten (10) days prior to the effective date of such liquidation and
dissolution. The Committee may establish a different period (and different
conditions) for such exercise, delivery, cancellation or surrender to avoid
subjecting the grantee to liability under Section 16(b) of the Exchange Act.
Any share option, Share Appreciation Right or Phantom Shares not so exercised,
canceled or surrendered shall terminate on the last day for exercise prior to
such effective date; and any Restricted Shares or Restricted Share Units as to
which there has not been such delivery of share certificates or that has not
been so canceled or surrendered, shall be forfeited on the last day prior to
such effective date. The Committee shall give to each grantee written notice
of the commencement of any proceedings for such liquidation and dissolution of
the Company and the grantee’s rights with respect to his outstanding Award.



     (d) Other Adjustments. The Committee is authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in the preceding paragraphs of this Section 13) affecting
the Company, or the financial statements of the Company or any Parent,
Subsidiary or Affiliate, or of changes in applicable laws, regulations or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.



     Except as hereinbefore expressly provided, issuance by the Company of
shares of any class or securities convertible into shares of any class, for
cash, property, labor or services, upon direct sale, upon the exercise of
rights or warranty to subscribe therefore, or upon conversion of shares or
obligations of the Company convertible into such shares



17









 




or other securities,
and in any case whether or not for fair value, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of
Shares subject to Awards theretofore granted or the purchase price per share of Shares subject
to Awards.




14. Termination and Amendment




     (a) Amendment or Termination by the Board. The Board, without further
approval of the shareholders, may amend or terminate the Plan or any portion
thereof at any time, except that no amendment shall become effective without
prior approval of the shareholders of the Company to increase the number of
Shares subject to the Plan or if shareholder approval is necessary to comply
with any tax or regulatory requirement or rule of any exchange or national
automated quotation system upon which the Shares are listed or quoted
(including for this purpose shareholder approval that is required for continued
compliance with Rule 16b-3 or shareholder approval that is required to enable
the Committee to grant Incentive Share Options pursuant to the Plan).



     (b) Amendments by the Committee. The Committee shall be authorized to
make minor or administrative amendments to the Plan as well as amendments to
the Plan that may be dictated by requirements of U.S. federal or state laws
applicable to the Company or that may be authorized or made desirable by such
laws. The Committee may amend any outstanding Award in any manner as provided
in Sections 3(c) and (d) and to the extent that the Committee would have had
the authority to make such Award as so amended.



     (c) Approval of Grantees. No amendment to the Plan or any Award may be
made that would materially adversely affect any outstanding Award previously
made under the Plan without the approval of the grantee.



15. Non-Guarantee of Employment




     Nothing in the Plan or in any Grant Agreement thereunder shall confer any
right on an employee to continue in the employ of the Company or any Parent,
Subsidiary or Affiliate or shall interfere in any way with the right of the
Company or any Parent, Subsidiary or Affiliate to terminate an employee at any
time.



16. Termination of Employment




     For purposes of maintaining a grantee’s continuous status as an employee
and accrual of rights under any Award, transfer of an employee among the
Company and the Company’s Parent, Subsidiaries or Affiliates shall not be
considered a termination of employment. Nor shall it be considered a
termination of employment for such purposes if an employee is placed on
military or sick leave or such other leave of absence that is considered as
continuing intact the employment relationship; in such a case, the employment
relationship shall be continued until the date when an employee’s right to
reemployment shall no longer be guaranteed either by law or contract.



18









 





17. Written Agreement




     Each Grant Agreement entered into between the Company and a grantee with
respect to an Award granted under the Plan shall incorporate the terms of this
Plan and shall contain such provisions, consistent with the provisions of the
Plan, as may be established by the Committee. Such Grant Agreement provisions
may include customary restrictions with respect to Shares issued under an Award
and provisions establishing liquidity mechanisms that will enable the Company
and/or the Grantee to redeem, exchange for cash, or otherwise buy from the
Grantee or sell to the Company, as applicable, the Shares issued under an Award
that is the subject of the Grant Agreement.



18. Non-Uniform Determinations




     The Committee’s determinations under the Plan (including without
limitation determinations of the persons to receive Awards, the form, amount
and time of such Awards, the terms and provisions of such Awards and the
agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Awards under
the Plan, whether or not such persons are similarly situated.



19. Limitation on Benefits




     With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.



20. Listing and Registration




     If the Company determines that the listing, registration or qualification
upon any securities exchange or upon any listing or quotation system
established by the National Association of Securities Dealers, Inc. or under
any law of Shares subject to any Award is necessary or desirable as a condition
of, or in connection with, the granting of same or the issue or purchase of
Shares thereunder, no such Award may be exercised in whole or in part and no
restrictions on such Award shall lapse, unless such listing, registration or
qualification is effected free of any conditions not acceptable to the Company.



21. Compliance with Securities Law




     The Company may require that a grantee, as a condition to exercise of an
Award, and as a condition to the delivery of any share certificate, provide to
the Company, at the time of each such exercise and each such delivery, a
written representation that the Shares being acquired shall be acquired by the
grantee solely for investment and will not be sold or transferred without
registration or the availability of an exemption from registration



19









 




under the
Securities Act and applicable state securities laws. The Company may also
require that a grantee submit other written representations that will permit
the Company to comply with federal and applicable state securities laws in connection with the
issuance of the Shares, including representations as to the knowledge and
experience in financial and business matters of the grantee and the grantee’s
ability to bear the economic risk of the grantee’s investment. The Company may
require that the grantee obtain a “purchaser representative” as that term is
defined in applicable federal and state securities laws. Any share
certificates for Shares issued pursuant to this Plan may bear a legend
restricting transferability of the Shares unless such Shares are registered or
an exemption from registration is available under the Securities Act and
applicable securities laws of the states of the U.S. The Company may notify
its transfer agent to stop any transfer of Shares not made in compliance with
these restrictions. Shares shall not be issued with respect to an Award
granted under the Plan unless the exercise of such Award and the issuance and
delivery of share certificates for such Shares pursuant thereto shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act, the Exchange Act, the rules and regulations promulgated
thereunder and the requirements of any national securities exchange or Nasdaq
System upon which the Shares may then be listed or quoted, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance to the extent such approval is sought by the Committee.




22. No Trust or Fund Created




     Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between the
Company and a grantee or any other person. To the extent that any grantee or
other person acquires a right to receive payments from the Company pursuant to
an Award, such right shall be no greater than the right of any unsecured
general creditor of the Company.



23. No Limit on Other Compensation Arrangements




     Nothing contained in the Plan shall prevent the Company or any Parent,
Subsidiary or Affiliate from adopting or continuing in effect other
compensation arrangements (whether such arrangements be generally applicable or
applicable only in specific cases), including without limitation the granting
of share options, Restricted Shares, Restricted Share Units, Share Appreciation
Rights or Phantom Share Units otherwise than under the Plan.



24. No Restriction of Corporate Action




     Nothing contained in the Plan shall be construed to limit or impair the
power of the Company or any Parent, Subsidiary or Affiliate to make
adjustments, reclassifications, reorganizations, or changes in its capital or
business structure, or to amalgamate, merge or consolidate, liquidate, sell or
transfer all or any part of its business or assets or, except as otherwise
provided herein, or in a Grant Agreement, to take other actions which it deems
to be necessary or appropriate. No employee, beneficiary or other person shall



20









 




have any claim against the Company or any Parent, Subsidiary or Affiliate as a
result of such action.




25. Governing Law




     The validity, construction and effect of the Plan, of Grant Agreements
entered into pursuant to the Plan, and of any rules, regulations,
determinations or decisions made by the Board or Committee relating to the Plan
or such Grant Agreements, and the rights of any and all persons having or
claiming to have any interest therein or thereunder, shall be determined in
accordance with applicable federal laws and the laws of the District of
Columbia. Unless otherwise provided in the Award Agreement, recipients of an
Award under the Plan are deemed to submit to the exclusive jurisdiction and
venue of the federal or local courts of the District of Columbia, to resolve
any and all issues that may arise out of or relate to the Plan or any related
Grant Agreement.



26. Plan Subject to Charter and Bye-Laws




     This Plan is subject to the Memorandum of Association and Bye-Laws of the
Company, as they may be amended from time to time.



27. Effective Date; Termination Date




     The Plan is effective as of the date on which the Plan is approved by the
members of the Company. No Award shall be granted under the Plan after the
close of business on the day immediately preceding the tenth anniversary of the
effective date of the Plan. Subject to other applicable provisions of the
Plan, all Awards made under the Plan prior to such termination of the Plan
shall remain in effect until such Awards have been satisfied or terminated in
accordance with the Plan and the terms of such Awards.



Date Approved by the Board:
           January 31,
2004




Date Approved by the Members:
     March 31, 2004




Date Amendment and
Restatement Approved by the Committee:    3
June 2004





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