ex4_1.htm


    EXHIBIT
      4.1

     

     

    AMARIN
      CORPORATION PLC

    2002
      STOCK OPTION PLAN

     

    (As
      amended by ordinary resolutions of the Company passed on July 25, 2003, July
      25,
      2005 and January 25, 2007)

    Section
      1.                      Purpose

     

    The
      Amarin Corporation plc 2002 Stock Option Plan, (the “Plan”) is intended to
      promote the interests of Amarin Corporation plc (the “Company”) and its
      shareholders by aiding the Company in attracting and retaining Employees,
      officers, Consultants, independent contractors and non-Employee Directors
      capable of assuring the future success of the Company, offering such persons
      incentives to put forth maximum efforts for the success of the Company’s
      business and affording such persons an opportunity to acquire a proprietary
      interest in the Company.  The Plan will provide a means by which
      Eligible Persons may acquire Shares of the Company pursuant to Awards to
      purchase a specified number of Shares, subject to the conditions and
      restrictions contained herein. This Plan is subject to approval
      by the shareholders of the Company within 12 months before or after this Plan
      is
      adopted by the Board.  Any Shares purchased before shareholder
      approval is obtained shall be rescinded if shareholder approval is not obtained
      within 12 months before or after this Plan is adopted.  Such Shares
      shall not be counted in determining whether such approval is
      obtained.

     

    Section
      2.                      Definitions

     

    As
      used
      in the Plan, the following terms shall have the meanings set forth
      below:

     

    (a)           “ADSs”
      shall mean the American Depositary Shares, representing ordinary shares of
      the
      Company, issued under the Company’s American Depositary Receipt
      facility.

     

    (b)           “Affiliate”
      shall mean (i) any entity that, directly or indirectly through one or more
      intermediaries, is controlled by the Company and (ii) any entity in which the
      Company has a significant equity interest, in each case as determined by the
      Committee.

     

    (c)           “Applicable
      Laws” means the legal and regulatory requirements relating to stock options, if
      any, pursuant to English Law, U.S. state corporate laws, U.S. federal and state
      securities laws, the Code and the rules of any applicable stock
      exchange.

     

    (d)           “Award”
      shall mean an award of any Option granted under the Plan.

     

    (e)           “Award
      Agreement” shall mean any written agreement, contract or other instrument or
      document evidencing any Award granted under the Plan.

     

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

     

    (g)           “Cause”
      shall mean willful misconduct with respect to, or that is harmful to, the
      Company or any of its Affiliates including, without limitation, dishonesty,
      fraud, unauthorized use or disclosure of confidential information or trade
      secrets or other misconduct (including, without limitation, conviction for
      a
      felony), in each case as reasonably determined by the Committee.

     

    (h)           “Code”
      shall mean the United States of America Internal Revenue Code of 1986 as amended
      from time to time, and any regulations promulgated thereunder.

     

    (i)           “Committee”
      shall mean the Remuneration Committee of Directors designated by the Board
      to
      administer the Plan.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (j)           “Company”
      shall mean Amarin Corporation plc (an English company, registered number
      2353920) and any successor corporation.

     

    (k)           “Consultant”
      means any person, including an advisor or Director, who is engaged by the
      Company or any Affiliate including any Parent or Subsidiary to render services
      and who is not an Employee.

     

    (l)           “Continuous
      Status as an Employee or Consultant” means the absence of any interruption or
      termination of service as an Employee or Consultant.  Continuous
      Status as an Employee or Consultant shall not be considered interrupted in
      the
      case of:  (i) vacation, sick leave, military leave or any other leave
      of absence approved by Company management or the Committee, provided that such
      leave is for a period of not more than ninety (90) days or such longer period
      as
      is separately approved by the Committee, unless re-employment upon the
      expiration of such leave is guaranteed by contract or statute, or unless
      provided otherwise pursuant to Company policy adopted from time to time; (ii)
      transfers between locations of the Company or between the Company, its
      Affiliates or their respective successors; or (iii) a change in status from
      an
      Employee to a Consultant or from a Consultant to an Employee.

     

    (m)           “Control”
      means the ownership of more than (40)% of the issued share capital or other
      equity interest of the Company or the legal power to direct or cause the
      direction of the general management and policies of the Company.

     

    (n)           “Director”
      shall mean a member of the Board.

     

    (o)           “Eligible
      Person” shall mean any Employee, officer, Consultant, independent contractor or
      Director providing services to the Company or any Affiliate whom the Committee
      determines to be an Eligible Person.

     

    (p)           “Employee”
      means any person, including officers and/or Directors (who meet the requirements
      of this Section), employed by the Company or any Affiliate of the Company,
      with
      the status of employment determined based upon such minimum number of hours
      or
      periods worked as shall be determined by Company management or the Committee
      in
      its discretion, subject to any requirements of the Code.  The payment
      of a Director’s fee by the Company to a Director shall not alone be sufficient
      to constitute “employment” of such Director by the Company.

     

    (q)           “Fair
      Market Value” shall mean, as of any date, the fair market value of Shares
      determined as follows:

     

    (i)           If
      the Shares are listed on any established stock exchange or a national market
      system, including without limitation the National Market of the National
      Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”),
      its Fair Market Value shall be the closing sales price for such stock (or the
      closing bid, if no sales were reported) as quoted on such system or exchange,
      or, if there is more than one such system or exchange, the system or exchange
      with the greatest volume of trading in Shares for the last market trading day
      prior to the time of determination, as reported in The Wall Street Journal
      or
      such other source as the Committee deems reliable;

     

    (ii)           If
      the Shares are quoted on the NASDAQ (but not on the National Market thereof)
      or
      regularly quoted by a recognized securities dealer but selling prices are not
      reported, its Fair Market Value shall be the mean between the high bid and
      low
      asked prices for the Shares for the last market trading day prior to the time
      of
      determination, as reported in The Wall Street Journal or such other source
      as
      the Committee deems reliable; or

     

    (iii)           In
      the absence of an established market for the Shares, the Fair Market Value
      thereof shall be determined in good faith by the Committee.

     

    
      (r)           “Grant
        Date” shall mean the date on which the Option is granted to the Optionee by the
        Committee , as set forth in the Award Agreement.

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (s)           “Incentive
      Stock Option” shall mean an option granted under Section 6(a) of the Plan that
      is intended to meet the requirements of Section 422 of the Code or any successor
      provision.

     

    (t)           “Non-Qualified
      Stock Option” shall mean an option granted under Section 6(a) of the Plan that
      is not intended to be an Incentive Stock Option.

     

    (u)           “Option”
      shall mean an Incentive Stock Option or a Non-Qualified Stock
      Option.

     

    (v)           “Optionee”
      shall mean a Participant who has been granted an Option.

     

    (w)           “Parent”
      shall have the meaning set forth in Section 424(e) of the Code or any successor
      provision.

     

    (x)           “Participant”
      shall mean an Eligible Person designated to be granted an Award under the
      Plan.

     

    (y)           “Person”
      shall mean any individual, corporation, partnership, association or
      trust.

     

    (z)           “Plan”
      shall mean the Amarin Corporation plc 2002 Stock Option Plan, as amended from
      time to time, the provisions of which are set forth herein.

     

    
      	
               

            	
              (aa)

            	
              “Share”
                or “Shares” shall mean the Company’s ordinary shares of £0.05 each or any
                ADSs (or equivalent security) as the case may be. If at any time
                ADSs are
                registered under the Securities Exchange Act of 1934, at least two
                members
                of the Committee shall qualify as non-Employee Directors within the
                meaning of Securities and Exchange Commission Regulation Section
                240.16b-3.

            


    

     

    
      	
               

            	
              (bb)

            	
              “Subsidiary”
                of the Company shall have the meaning set forth in Section 424(f)
                of the
                Code or any successor provision.

            


    

     

    Section
      3.                      Administration

     

    (a)           Power
      and Authority of the Committee.  The Plan shall be administered by
      the Committee.  Subject to the express provisions of the Plan and to
      applicable law, the Committee shall have full power and authority
      to:

     

    (i)           determine
      the Fair Market Value of the Shares, in accordance with the provisions of the
      Plan;

     

    (ii)           select
      the Eligible Persons to whom Awards may from time to time be granted
      hereunder;

     

    (iii)           determine
      whether and to what extent Awards are granted hereunder;

     

    (iv)           grant
      Awards and to determine the exercise price of each Option, the term of each
      Option, the number and type of Shares to be covered by
      each such Award the vesting standards applicable to each such Option and any
      other terms, conditions and/or restrictions applicable to each such
      Award;

     

    (v)           approve
      forms of agreement for use under the Plan;

     

    (vi)           construe
      and interpret the terms of the Plan and Awards granted under the
      Plan;

     

    
      (vii)           determine
        whether and under what circumstances an Award may be settled in Shares or
        other
        consideration instead of cash; and

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (viii)           make
      any other determination and take any other action that the Committee deems
      necessary or desirable for the administration of the Plan.

     

    Unless
      otherwise expressly provided in the Plan, all designations, determinations,
      interpretations and other decisions under or with respect to the Plan or any
      Award shall be within the sole discretion of the Committee, may be made at
      any
      time and shall be final, conclusive and binding upon any Participant, any holder
      or beneficiary of any Award and any employee of the Company or any
      Affiliate.

     

    (b)           Delegation.  The
      Committee may delegate its powers and duties under the Plan to one or more
      Directors or to one or more officers of the Company, subject to such terms,
      conditions and limitations as the Committee may establish in its sole
      discretion.  The Committee may also employ attorneys, consultants,
      accountants or other professional advisors and shall be entitled to rely upon
      the advice, opinions or valuations of any such advisors.

     

    (c)           Power
      and Authority of the Board of Directors.  Notwithstanding anything
      to the contrary contained herein, the Board may, at any time and from time
      to
      time, without any further action of the Committee, exercise the powers and
      duties of the Committee under the Plan.

     

    (d)           Effect
      of Committee’s Decision.  All decisions, determinations and
      interpretations of the Committee shall be final and binding on all
      Participants.

     

    (e)           Liability;
      Indemnification.  No member of the Committee, no member of the
      Board, or any individual  to whom duties have been delegated, shall be
      personally liable for any action, interpretation or determination made with
      respect to the Plan or Awards made thereunder, and each member of the Committee
      and of the Board shall be fully indemnified and protected by the Company with
      respect to any liability he or she may incur with respect to such action,
      interpretation or determination, to the extent permitted by applicable
      law.

     

    Section
      4.                      Shares
      Available for Awards

     

    (a)           Shares
      Available.  Subject to adjustment as provided in Section 4(c)
      of the Plan, the Plan may issue up to 12 million Shares* under all Awards (“the
      Plan Limit”).  Shares to be issued under the Plan may be either
      authorized but unissued Shares, or Shares acquired in the open market or
      otherwise.   If any Shares covered by an Award under the Plan
      expire or are forfeited, surrendered, canceled or otherwise terminated without
      being exercised in whole or in part, then the Shares as to which such Award
      was
      not exercised may, at the discretion of the Committee, be made available for
      subsequent grants under the Plan. Notwithstanding the foregoing, the number
      of
      Shares available for granting Incentive Stock Options under the Plan shall
      not
      exceed the Plan Limit, subject to adjustment as provided in the Plan and subject
      to the provisions of Section 422 or 424 of the Code or any successor
      provisions.

     

    *
      by
      virtue of ordinary resolutions of the Company in general meeting, the Plan
      Limit
      was increased from  2 million to 4 million on July 25, 2003, from 4
      million to 8 million on July 25, 2005 and from 8 million to 12 million on
      January 25, 2007.

    


    (b)           Accounting
      for Awards.  For purposes of this Section 4, if an Award entitles
      the holder thereof to receive or purchase Shares, the number of Shares covered
      by such Award or to which such Award relates shall be counted on the Grant
      Date of such Award against the aggregate number of Shares
      available for granting Awards under the Plan.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (c)           Adjustments.  In
      the event that the Committee shall determine that any dividend or other
      distribution (whether in the form of cash, Shares, other securities or other
      property), recapitalization, stock split, reverse stock split, reorganization,
      merger, consolidation, split-up, spin-off, combination, repurchase or exchange
      of Shares or other securities of the Company, issuance of warrants or other
      rights to purchase Shares or other securities of the Company or other similar
      corporate transaction or event affects the Shares such that an adjustment is
      determined by the Committee to be appropriate in order to prevent dilution
      or
      enlargement of the benefits or potential benefits intended to be made available
      under the Plan, then the Committee shall, in such manner as it may deem
      equitable, adjust any or all of (i) the number and type of Shares (or other
      securities or other property) that thereafter may be made the subject of Awards,
      (ii) the number and type of Shares (or other securities or other property)
      subject to outstanding Awards and (iii) the purchase or exercise price with
      respect to any Award; provided, however, that the number of Shares
      covered by any Award or to which such Award relates shall always be a whole
      number.

     

    Section
      5.                      Eligibility

     

    Any
      Eligible Person shall be eligible to be designated a Participant.  In
      determining which Eligible Persons shall receive an Award and the terms of
      any
      Award, the Committee may take into account the nature of the services rendered
      by the respective Eligible Persons, their present and potential contributions
      to
      the success of the Company or such other factors as the Committee, in its
      discretion, shall deem relevant.

     

    Section
      6.                      Awards

     

    (a)           Options.  The
      Committee is hereby authorized to grant Options to Participants with the
      following terms and conditions and with such additional terms and conditions
      not
      inconsistent with the provisions of the Plan as the Committee shall
      determine:

     

    (i)           Option
      Grant.  Options granted herein may be either Incentive Stock
      Options within the meaning of Section 422 of the Code, as amended or
      Non-Qualified Stock Options.  Incentive Stock Options may only be
      granted to full or part-time Employees (which term as used herein includes,
      without limitation, officers and Directors who are also Employees), and an
      Incentive Stock Option shall not be granted to an Employee of an Affiliate
      unless such Affiliate is also a Subsidiary or Parent of the
      Company.  Any Option not designated as an Incentive Stock Option shall
      be deemed a Non-Qualified Stock Option.  In addition, if at any time
      an Option designated as an Incentive Stock Option fails to meet the requirements
      of Section 422 of the Code, it shall be redesignated as a Non-Qualified Stock
      Option on the date of such failure for income tax purposes automatically without
      further action by the Committee.  Subject to the provisions of the
      Plan, the Committee shall, from time to time, determine the terms, conditions
      and restrictions upon which Options shall be granted.

     

    (ii)           Award
      Agreement.  As a condition to the grant of an Award, the Optionee
      and the Company shall execute a written agreement containing such restrictions,
      terms, and conditions, if any, as the Committee may require.  In the
      event of any express conflict between the terms and provisions of an Award
      Agreement and those of the Plan, the terms, provisions and restrictions of
      the
      Plan shall govern.  In the event the Plan is silent as to a term,
      provision or restriction contained in the Award Agreements, the terms,
      provisions or restrictions of the Award Agreement shall
      govern.  Similarly, in the event the Award Agreement is silent as to a
      term, provision or restriction contained in the Plan, the terms, provisions
      or
      restrictions of the Plan shall govern.

     

    (iii)           Exercise
      Price. Subject to the adjustment provisions above, the
      purchase price per Share purchasable under an Option shall be determined by
      the
      Committee; provided, however, that such purchase price shall not
      be less than 100% of the Fair Market Value of a Share on the Grant Date of
      such
      Option.

     

    (iv)           Consideration.  The
      consideration to be paid for the Shares to be issued upon exercise of an Option,
      including the method of payment, shall be determined by the Committee and may
      consist entirely of (a) cash or check, (b) for nonqualified stock options only,
      cancellation of indebted-


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ness
      of
      the Company to Optionee, (c) for nonqualified stock options only, promissory
      note (subject to approval by the Company, and provided that such note is for
      a
      term of not greater than five years and provides for a fair market rate of
      interest), (d) surrender of other Shares that (i) have been owned by Optionee
      for more than six months on the date of surrender or such other period as may
      be
      required to avoid a charge to the Company’s earnings, and (ii) have a Fair
      Market Value on the date of surrender equal to the aggregate exercise price
      of
      Shares to be purchased by Optionee as to which such Option shall be exercised,
      (e) if there is a public market for the Shares and they are registered under
      the
      Securities Act, delivery of a properly executed exercise notice together with
      such other documentation as the Committee and the broker, if applicable, shall
      require to effect an exercise of the Option and delivery to the Company of
      the
      sale or loan proceeds required to pay the aggregate exercise price and any
      applicable income or employment taxes, (f) any combination of the foregoing
      methods of payment, or (g) such other consideration and method of payment for
      the issuance of Shares to the extent permitted under Applicable Laws and as
      determined by the Committee.  In making its determination as to the
      type of consideration to accept, the Committee shall consider if acceptance
      of
      such consideration may be reasonably expected to benefit the Company or result
      in the recognition of compensation expense (or additional compensation expense)
      for financial reporting purposes.

     

    
      	
               

            	
              (v)

            	
              Option
                Term.  Except as otherwise provided herein, each Option
                shall have a term of ten years from the Grant Date of such
                Option.

            


    

    


    (vi)           Time
      and Method of Exercise.  The Committee shall determine the time or
      times at which an Option may be exercised in whole or in part.

     

    (vii)           Vesting
      Schedule.  Except as authorized by the Committee as permitted
      under the terms of this Plan, no Option will be exercisable until it has
      vested.  The Committee will specify the vesting schedule for each
      Option at Grant Date, provided that if no vesting schedule is specified at
      the
      time of grant, the Option shall vest in full over the course of three years
      from
      Grant Date as follows:

     

    (A)           thirty
      three percent (33%) of the total number of Shares granted under the Option
      shall
      vest  on the first anniversary of Grant Date;

     

    (B)           thirty
      three percent (33%) of the Shares granted under the Option shall vest on the
      second anniversary of Grant Date; and

     

    (C)           thirty
      four percent (34%) of the Shares granted under the Option shall vest on the
      third anniversary of Grant Date

     

    The
      Committee may specify a vesting schedule for all or any portion of an Option
      based on the achievement of performance objectives with respect to the Company,
      an Affiliate, Parent, Subsidiary and/or Optionee, and as shall be permissible
      under the terms of the Plan.

     

    (viii)           Acceleration
      of Vesting. If any person or company (either alone or together with any
      person or company acting in concert with him or it) (an “Acquiring
      Company”):-

     

    (A)           obtains
      Control of the Company, or

     

    
      (B)           having
        such Control, makes a general offer to acquire all the Shares of the Company
        (other than those which are already owned by him and/or any person acting
        in
        concert with him),

       

      then,
        in
        the event of a Change of Control any part of any Option that has not vested
        at
        the date of such change shall be deemed to vest immediately before such Change
        of Control and all Options will, unless otherwise agreed between the
        shareholders of the Company 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    and
      the
      Acquiring Company, thereafter lapse twelve months following the Change of
      Control.

     

    The
      Committee may additionally also accelerate the vesting of one or more
      outstanding Options at such times and in such amounts as it determines in its
      sole discretion

     

    (ix)           Replacement
      of Options. If an Acquiring Company obtains Control of the Company as a
      result of making:

     

    (A)           a
      general offer to acquire the whole of the issued share capital of the Company
      (other than that which is already owned by the Acquiring Company and/or by
      its
      holding company and/or any subsidiary of it or its holding company) which is
      made on a condition such that if it is satisfied the person making the offer
      will have Control of the Company or otherwise obtains Control of the Company
      through any other form of general offer; or

     

    (B)           obtains
      Control of the Company in pursuance of a compromise or arrangement sanctioned
      by
      the Court under section 425 of the UK Companies Act 1985; or

     

    (C)           becomes
      bound or entitled to acquire the Shares under sections 428 to 430F of the UK
      Companies Act 1985;

     

    then
      any
      Optionee may at any time within the appropriate period, by agreement with the
      Acquiring Company, release each subsisting Option he holds which has not lapsed
      in accordance with any other provisions of this Plan (‘the Old Option’) in
      consideration of the grant to him of a new Option (‘the New
      Option’).  ‘The appropriate period’ means; in a case falling within
      (A) above, the period of twelve months beginning with the time when the
      Acquiring Company has obtained Control of the Company and any condition subject
      to which the offer is made is satisfied; in a case falling within (B) above,
      the
      period of twelve months beginning with the time when the court sanctions the
      compromise or arrangement; and in a case falling within (C) above, the period
      during which the Acquiring Company remains bound or entitled as mentioned in
      that paragraph.

     

    The
      New
      Option shall:

    


    (A)           be
      over shares in the Acquiring Company, a company having Control over the
      Acquiring Company, or a company which is or has Control of a company which
      is a
      member of a consortium owning either the Acquiring Company or a company having
      control of the Acquiring Company;

     

    (B)           have
      an Option price calculated by reference to the consideration paid for the issued
      Shares of the Company such that all  the Optionee’s Shares under
      option are valued in the same manner as the issued shares of the Company so
      acquired by the Acquiring Company;

     

    
       

      (C)           be
        otherwise identical in terms to the Old Option; and

       

      (D)           for
        all other purposes of the Plan, be treated as having been acquired at
        the  same time as the Old Option in consideration of the release of
        which it is granted.

       

      (x)           Procedure
        for Exercise; Rights as a Shareholder.  An Option shall be deemed
        to be exercised when (A) written notice of such exercise has been given to
        the
        Company in accordance with the terms of the Option by the person entitled
        to
        exercise the Option and the Company has received full payment for the Shares
        with respect to which the Option is exercised; and (B) (where


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    appropriate)
      the Participant has received clearance to exercise such Option in accordance
      with the Company’s share dealing code. An Option may not be exercised for a
      fraction of a Share.  Full payment may, as authorized by the
      Committee, consist of any consideration and method of payment as described
      above.  Until the issuance (as evidenced by the appropriate entry on
      the books of the Company or of a duly authorized transfer agent of the Company)
      of the stock certificate evidencing such Shares, no right to vote or receive
      dividends or any other rights as a shareholder shall exist with respect to
      the
      Shares subject to the Option, notwithstanding the exercise of the
      Option.  The Company shall issue (or cause to be issued) such stock
      certificate within 28 days upon exercise of the Option. Exercise of an Option
      in
      any manner shall result in a decrease in the number of Shares that thereafter
      may be available, both for purposes of the Plan and for sale under the Option,
      by the number of Shares as to which the Option is exercised.

     

    (xi)           Effect
      of Termination.

     

    (A)           Termination
      for Cause.  Notwithstanding the above, and unless otherwise
      determined by the Committee, if a Participant’s Continuous Status as an Employee
      or Consultant is terminated for Cause the Option shall expire immediately,
      and
      shall not be exercisable with respect to any additional Shares covered by the
      Option.

     

    (B)           Death
      or Disability.  Unless otherwise determined by the Committee, if
      a Participant’s Continuous Status as an Employee or Consultant is terminated by
      reason of death or permanent and total disability, to the extent the Option
      is
      then vested and exercisable, it shall be exercisable for twelve months following
      the date of the Optionee’s death or permanent and total
      disability.  In the case of the Optionee’s
      death, his or her designated beneficiary or estate may exercise the Option
      by
      giving written notice to the Committee stating the number of Shares with respect
      to which the Option is being exercised and contemporaneously tendering payment,
      in cash, for the Shares.  For purposes of the Plan, “permanent and
      total disability” shall mean that the Committee has determined that the Optionee
      is disabled within the meaning of Section 22(e)(3) of the Code.  In no
      event, however, may the Option be exercised after the expiration of the Option’s
      term, as determined under Section 6(b) (v).

     

    (C)           Other
      Termination.  Unless otherwise determined by the Committee, if a
      Participant’s Continuous Status as an Employee or Consultant is terminated for
      any reason other than for Cause, death or permanent and total disability, to
      the
      extent the Option is then vested and exercisable, it shall be exercisable for
      twelve months following the date of such termination.  In order for an
      Option to retain its status as an Incentive Stock Option, it must be exercised
      within three months following the date of such termination.  In no
      event, however, may the Option be exercised after the expiration of the Option’s
      term, as determined under Section 6(b) (v).

     

    (xii)           Incentive
      Stock Options.  Notwithstanding anything in
      the Plan to the contrary, the following additional provisions shall apply to
      the
      grant of Options which are intended to qualify as Incentive Stock
      Options:

     

    
       

      (A)           The
        aggregate Fair Market Value (determined as of the time the Option is granted)
        of
        the Shares with respect to which Incentive Stock Options are exercisable
        for the
        first time by any Participant during any calendar year (under this Plan and
        all
        other plans of the Company and its Affiliates) shall not exceed $100,000
        in
        value, and to the extent that the Fair Market Value of such Shares exceeds
        $100,000 (or any such higher figure as determined under Section 422 of the
        Code), such Options shall be deemed to be Non-Qualified Options for the purposes
        of this Plan.

       

      (B)           All
        Incentive Stock Options must be granted within ten years from the earlier
        of the
        date on which this Plan was adopted by the Board of Directors or the date
        this
        Plan was approved by the shareholders of the Company.

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (C)           Unless
      sooner exercised, all Incentive Stock Options shall expire and no longer be
      exercisable no later than 10 years after the date of grant; provided,
however, that in the case of a grant of an Incentive Stock Option
      to a
      Participant who, at the time such Option is granted, owns (within the meaning
      of
      Section 422 of the Code) stock possessing more than 10% of the total combined
      voting power of all classes of stock of the Company or of its Affiliates, such
      Incentive Stock Option shall expire and no longer be exercisable no later than
      5
      years from the date of grant.

     

    (D)           The
      purchase price per Share for an Incentive Stock Option shall be not less than
      100% of the Fair Market Value of a Share on the date of grant of the Incentive
      Stock Option; provided, however, that, in the case of the grant of
      an Incentive Stock Option to a Participant who, at the time such Option is
      granted, owns (within the meaning of Section 422 of the Code) stock possessing
      more than 10% of the total combined voting power of all classes of stock of
      the
      Company or of its Affiliates, the purchase price per Share purchasable under
      an
      Incentive Stock Option shall be not less than 110% of the Fair Market Value
      of a
      Share on the date of grant of the Incentive Stock Option.

     

    (E)           Any
      Incentive Stock Option authorized under the Plan shall contain such other
      provisions as the Committee shall deem advisable, but shall in all events be
      consistent with and contain all provisions required in order to qualify the
      Option as an Incentive Stock Option.

     

    (b)           General

     

    (i)           No
      Cash Consideration for Awards.  Awards shall be granted for no
      cash consideration or for such minimal cash consideration as may be required
      by
      applicable law.

     

    (ii)           Limits
      on Transfer of Awards.  No Award and no right under any such Award
      shall be transferable by a Participant otherwise than by will or by the laws
      of
      descent and distribution relevant to the participant, or to a Participant’s
      family member (as defined in Section 1(a)(5) of General Instruction A to Form
      S-8 promulgated under the US Securities Exchange Act of 1934, as amended) as
      a
      gift or under a domestic relations order (as defined in Section
      414(p) of the Code) and the Company shall not be required to recognize any
      attempted assignment of such rights by any Participant.  Each Award or
      right under any Award shall be exercisable during the Participant’s lifetime
      only by the Participant or, if permissible by the Participant’s guardian or
      legal representative as set forth above.  No Award or right under any
      such Award may be pledged, alienated, attached or otherwise encumbered, and
      any
      purported pledge, alienation, attachment or encumbrance thereof shall be void
      and unenforceable against the Company or any Affiliate.

     

    
      (iii)           Term
        of Awards.  The term of each Award shall be for such period as may
        be determined by the Committee; provided, however,  that
        in the case of an Incentive Stock Option such Option shall not be exercisable
        after the expiration of 10 years from the date such Option is
        granted.

       

      (iv)           Restrictions;
        Securities Exchange Listing.  All Shares or other securities
        delivered under the Plan pursuant to any Award or the exercise thereof shall
        be
        subject to such restrictions as the Committee may deem advisable under the
        Plan,
        Applicable Laws, and the Committee may cause appropriate entries to be made
        or
        legends to be affixed to reflect such restrictions.  If any securities
        of the Company are traded on a securities exchange, the Company shall not
        be
        required to deliver any Shares or other securities covered by an Award unless
        and until such Shares or other securities have been admitted for trading
        on such
        securities exchange.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Section
      7.                      Amendment
      and Termination; Adjustments

     

    (a)           Amendments
      to the Plan.  The Board may amend, alter, suspend, discontinue or
      terminate the Plan at any time; provided, however, that,
      notwithstanding any other provision of the Plan or any Award Agreement, without
      the approval of the shareholders of the Company, no such amendment, alteration,
      suspension, discontinuation or termination shall be made that, absent such
      approval:

     

    (i)           would
      violate the rules or regulations of the NASDAQ National Market System or any
      securities exchange that are applicable to the Company; or

     

    (ii)           would
      cause the Company to be unable, under the Code, to grant Incentive Stock Options
      under the Plan.

     

    (b)           Amendments
      to Awards.  The Committee may waive any conditions of or rights of
      the Company under any outstanding Award, prospectively or
      retroactively.  Except as otherwise provided herein or in the Award
      Agreement, the Committee may not amend, alter, suspend, discontinue or terminate
      any outstanding Award, prospectively or retroactively, if such action would
      adversely affect the rights of the holder of such Award, without the written
      consent of the Participant or holder or beneficiary thereof.

     

    (c)           Correction
      of Defects, Omissions and Inconsistencies.  The Committee may
      correct any defect, supply any omission or reconcile any inconsistency in the
      Plan or any Award in the manner and to the extent it shall deem desirable to
      carry the Plan into effect.

     

    Section
      8.                      Income
      and Other Withholdings

     

    In
      order
      to comply with all applicable federal or state income tax laws and social
      security contributions or regulations and (where applicable) the laws and
      regulations of the United Kingdom and the United States of America and any
      other
      relevant country, the Company may take such action as it deems appropriate
      to
      ensure that all applicable national, federal or state payroll, withholding,
      income or other taxes and social security contributions, which are the sole
      and
      absolute responsibility of a Participant, are withheld or collected from such
      Participant.  In order to assist a Participant in paying all or a
      portion of any such taxes or social security contributions to be withheld or
      collected upon exercise or receipt of (or the lapse of restrictions relating
      to)
      an Award, the Committee, in its discretion and subject to such additional terms
      and conditions as it may adopt, may permit the Participant to satisfy such
      tax
      obligation and social security contributions by (i) electing to have the
      Company withhold a portion of the Shares otherwise to be delivered upon exercise
      or receipt of (or the lapse of restrictions relating to) such Award with a
      Fair
      Market Value equal to the amount of such taxes and social security contributions
      or (ii) delivering to the Company Shares other than Shares issuable upon
      exercise or receipt of (or the lapse of restrictions relating to) such Award
      with a Fair Market Value equal to the amount of such taxes and social security
      contributions.  Shares withheld or delivered shall be valued at their
      Fair Market Value as determined by the Committee, in its discretion, as of
      the
      date when income is required to be recognized for income tax
      purposes.  The Participant shall, if so required by the Company or his
      employer, enter into an agreement or election for the transfer to the employee
      of the employer's liability to UK National Insurance
      Contribution arising on the grant, exercise, assignment or cancellation of
      any
      stock option pursuant to the applicable law for the time being.

    
       

      Section
        9.                      General
        Provisions

       

      (a)           No
        Rights to Awards.  No Eligible Person, Participant or other Person
        shall have any claim to be granted any Award under the Plan, and there is
        no
        obligation for uniformity of treatment of Eligible Persons, Participants
        or
        holders or beneficiaries of Awards under the Plan.  The terms and
        conditions of Awards need not be the same with respect to any Participant
        or
        with respect to different Participants.

       

      (b)           Award
        Agreement.  No Participant will have rights under an Award granted
        to such Participant unless and until and Award Agreement shall have been
        duly
        executed on behalf of the Company and, if requested by the Company, signed
        by
        the Participant.

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c)           Plan
      Provisions  In the event that any provision of an Award Agreement
      conflicts with or is inconsistent in any respect with the terms of the Plan
      as
      set forth herein or subsequently amended, the terms of the Plan shall
      control.  In the event, the Plan is silent as to a term, provision or
      restriction contained in an Award Agreement, the term, provision or restriction
      of the Award Agreement shall govern.  Similarly, in the event the
      Award Agreement is silent as to a term, provision or restriction contained
      in
      the Plan, the term, provision or restriction of the Plan shall
      govern.

     

    (d)           No
      Limit on Other Compensation Arrangements.  Nothing contained in
      the Plan shall prevent the Company or any Affiliate from adopting or continuing
      in effect other or additional compensation arrangements, and such arrangements
      may be either generally applicable or applicable only in specific
      cases.

     

    (e)           No
      Right to Employment.  The grant of an Award shall not be construed
      as giving a Participant the right to be retained as an Employee, Director,
      Consultant or independent contractor of the Company or any Affiliate, nor will
      it affect in any way the right of the Company or an Affiliate to terminate
      such
      employment relationship at any time, at will, with or without
      Cause.  In addition, the Company or an Affiliate may at any time
      terminate a Participant’s employment relationship with the Company or an
      Affiliate free from any liability or any claim under the Plan or any Award,
      unless otherwise expressly provided in the Plan or in any Award
      Agreement.

     

    (f)           Governing
      Law.  The validity, construction and effect of the Plan or any
      Award, and any rules and regulations relating to the Plan or any Award, shall
      be
      determined in accordance with the laws of England.  Notwithstanding
      the foregoing, to the extent that such an Award is made in respect of ADS’s or
      ADS’s are issued in the United States of America, the validity construction and
      effect of the Plan or any Award, and any rules and regulations relating to
      the
      Plan or any Award, shall be determined in accordance with the laws of the State
      of New York, United States.

     

    (g)           Severability.  If
      any provision of the Plan or any Award is or becomes or is deemed to be invalid,
      illegal or unenforceable in any jurisdiction or would disqualify the Plan or
      any
      Award under any law deemed applicable by the Committee, such provision shall
      be
      construed or deemed amended to conform to Applicable Laws, or if it cannot
      be so
      construed or deemed amended without, in the determination of the Committee,
      materially altering the purpose or intent of the Plan or the Award, such
      provision shall be stricken as to such jurisdiction or Award, and the remainder
      of the Plan or any such Award shall remain in full force and
      effect.

     

    (h)           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 or any Affiliate and a Participant
      or
      any other Person.  To the extent that any Person acquires a right to
      receive payments from the Company or any Affiliate pursuant to an Award, such
      right shall be no greater than the right of any unsecured general creditor
      of
      the Company or any Affiliate.

     

    
      (i)           No
        Fractional Shares.  No fractional Shares shall be issued or
        delivered pursuant to the Plan or any Award, and the Committee shall determine
        whether cash shall be paid in lieu of any fractional Shares or whether such
        fractional Shares or any rights thereto shall be canceled, terminated or
        otherwise eliminated.

       

      (j)           Headings.  Headings
        are given to the Sections and subsections of the Plan solely as a convenience
        to
        facilitate reference.  Such headings shall not be deemed in any way
        material or relevant to the construction or interpretation of the Plan or
        any
        provision thereof.

       

      (k)           Stockholder
        Rights.  The Optionee or other person or entity exercising the
        Option shall have no rights as a stockholder of record of the Company with
        respect to Shares issuable upon the exercise of the Option until such
        certificate representing Shares, registered in the Optionee’s name have been
        issued to the Optionee.

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (l)           Notices.  Notices
      required or permitted to be made under the Plan shall be sufficiently made
      if
      sent by overnight courier, registered or certified mail, return receipt
      requested, facsimile or first class mail addressed to the Committee at its
      offices, which notice shall effective upon its receipt.  Each notice
      shall be addressed to (i) the Optionee at the Optionee’s last known address as
      set forth in the books and records of the Company or an Affiliate, if any,
      or
      (ii) the Company or the Committee at the principal office of the
      Company.

     

    Section
      10.                      Effective
      Date of the Plan

     

    The
      Plan
      shall be effective as of 1st January
      2002.

     

    Section
      11.                      Term
      of the Plan

     

    No
      Award
      shall be granted under the Plan after 1st January
      2012 or
      any earlier date of discontinuation or termination established pursuant to
      the
      Plan.  However, unless otherwise expressly provided in the Plan or in
      an applicable Award Agreement, any Award theretofore granted may extend beyond
      such date.