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                                                                    Exhibit 10.3

                       CHINA NEPSTAR CHAIN DRUGSTORE LTD.
                            2007 SHARE INCENTIVE PLAN

1.   PURPOSE OF THE PLAN

          The purpose of the Plan is to aid the Company and its Affiliates in
recruiting and retaining key employees, directors or consultants of outstanding
ability and to motivate such employees, directors or consultants to exert their
best efforts on behalf of the Company and its Affiliates by providing incentives
through the granting of Awards. The Company expects that it will benefit from
the added interest which such key employees, directors or consultants will have
in the welfare of the Company as a result of their proprietary interest in the
Company's success.

2.   DEFINITIONS

          The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

     (a)  APPLICABLE LAWS: All laws, statutes, regulations, ordinances, rules or
          governmental requirements that are applicable to this Plan or any
          Award granted pursuant to this Plan, including but not limited to
          applicable laws of the People's Republic of China, the United States
          and the Cayman Islands, and the rules and requirements of any
          applicable national securities exchange.

     (b)  ACT: The U.S. Securities Exchange Act of 1934, as amended, or any
          successor thereto.

     (c)  AFFILIATE: With respect to the Company, any entity directly or
          indirectly controlling, controlled by, or under common control with,
          the Company or any other entity designated by the Board in which the
          Company or an Affiliate has an interest.

     (d)  AWARD: An Option, Share Appreciation Right or Other Share-Based Award
          granted pursuant to the Plan.

     (e)  BENEFICIAL OWNER: A "beneficial owner", as such term is defined in
          Rule 13d-3 under the Act (or any successor rule thereto).

     (f)  BOARD: The Board of Directors of the Company.

     (g)  CHANGE IN CONTROL: The occurrence of any of the following events:

          (i) the sale or disposition, in one or a series of related
          transactions, of all or substantially all, of the assets of the
          Company to any "person" or "group" (as such terms are defined in
          Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted
          Holders;

          (ii) any person or group, other than the Permitted Holders, is or
          becomes the Beneficial Owner (except that a person shall be deemed to
          have "beneficial ownership" of all shares that any such person has the
          right to acquire, whether such right is exercisable immediately or
          only after the passage of time), directly or indirectly, of more than
          50% of the total voting power of the voting share of the

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          Company (or any entity which controls the Company), including by way
          of merger, consolidation, tender or exchange offer or otherwise; or

          (iii) during any period of two consecutive years, individuals who at
          the beginning of such period constituted the Board (together with any
          new directors whose election by such Board or whose nomination for
          election by the shareholders of the Company was approved by a vote of
          a majority of the directors of the Company, then still in office, who
          were either directors at the beginning of such period or whose
          election or nomination for election was previously so approved) cease
          for any reason to constitute a majority of the Board, then in office.

     (h)  CODE: The U.S. Internal Revenue Code of 1986, as amended, or any
          successor thereto.

     (i)  COMMITTEE: The Compensation Committee of the Board.

     (j)  COMPANY: China Nepstar Chain Drugstore Ltd., a company incorporated
          under the laws of the Cayman Islands.

     (k)  DISABILITY: Inability of a Participant to perform in all material
          respects his duties and responsibilities to the Company, or any
          Subsidiary of the Company, by reason of a physical or mental
          disability or infirmity which inability is reasonably expected to be
          permanent and has continued (i) for a period of not less than 90
          consecutive days or (ii) such shorter period as the Committee may
          reasonably determine in good faith. The Disability determination shall
          be in the sole discretion of the Committee and a Participant (or his
          representative) shall furnish the Committee with medical evidence
          documenting the Participant's disability or infirmity which is
          satisfactory to the Committee.

     (l)  EFFECTIVE DATE: The date the Board approves the Plan, or such later
          date as is designated by the Board.

     (m)  EMPLOYMENT: The term "Employment" as used herein shall be deemed to
          refer to (i) a Participant's employment if the Participant is an
          employee of the Company or any of its Affiliates, (ii) a Participant's
          services as a consultant, if the Participant is consultant to the
          Company or its Affiliates and (iii) a Participant's services as an
          non-employee director, if the Participant is a non-employee member of
          the Board.

     (n)  FAIR MARKET VALUE: On a given date, (i) if there should be a public
          market for the Shares on such date, the arithmetic mean of the high
          and low prices of the Shares as reported on such date on the Composite
          Tape of the principal national securities exchange on which such
          Shares are listed or admitted to trading, or if the Shares are not
          listed or admitted on any national securities exchange, the arithmetic
          mean of the per Share closing bid price and per Share closing asked
          price on such date as quoted on the National Association of Securities
          Dealers Automated Quotation System (or such market in which such
          prices are regularly quoted)(the "NASDAQ"), or, if no sale of Shares
          shall have been reported on the Composite

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          Tape of any national securities exchange, including the NASDAQ on such
          date, then the immediately preceding date on which sales of the Shares
          have been so reported or quoted shall be used, or (ii) if there should
          not be a public market for the Shares on such date, the Fair Market
          Value shall be the value established by the Committee in good faith.

     (o)  ISO: An Option that is also an incentive share option granted pursuant
          to Section 6(d) of the Plan.

     (p)  LSAR: A limited share appreciation right granted pursuant to Section
          7(d) of the Plan.

     (q)  OTHER SHARE-BASED AWARDS: Awards granted pursuant to Section 8 of the
          Plan.

     (r)  OPTION: A share option granted pursuant to Section 6 of the Plan.

     (s)  OPTION PRICE: The purchase price per Share of an Option, as determined
          pursuant to Section 6(a) of the Plan.

     (t)  PARTICIPANT: An employee, director or consultant who is selected by
          the Committee to participate in the Plan. To the extent required by
          Applicable Laws, Awards may be limited to employees and officers or
          employees and directors.

     (u)  PERMITTED HOLDER: means, as of the date of determination, (i) the
          Company or (ii) any employee benefit plan (or trust forming a part
          thereof) maintained by (A) the Company or (B) any corporation or other
          Person of which a majority of its voting power of its voting equity
          securities or equity interest is owned, directly or indirectly, by the
          Company,

     (v)  PERSON: A "person", as such term is used for purposes of Section 13(d)
          or 14(d) of the Act (or any successor section thereto).

     (w)  PLAN: This China Nepstar Chain Drugstore Ltd. 2007 Share Incentive
          Plan.

     (x)  SHARES: Ordinary Share of the Company.

     (y)  SHARE APPRECIATION RIGHT: A share appreciation right granted pursuant
          to Section 7 of the Plan.

     (z)  SUBSIDIARY: A corporation or other entity of which a majority of the
          outstanding voting shares or voting power is beneficially owned
          directly or indirectly by the Company.

3.   SHARES SUBJECT TO THE PLAN

          The total number of Shares which may be issued under the Plan is
8,680,000. The Shares may consist, in whole or in part, of authorized and
unissued Shares, treasury Shares or Shares purchased on the open market. The
issuance of Shares or the payment of cash upon the

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exercise of an Award or in consideration of the cancellation or termination of
an Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares which are subject to Awards which terminate or lapse without
the payment of consideration may be granted again under the Plan.

4.   ADMINISTRATION

          The Plan shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as "Non-Employee
Directors" within the meaning of Rule 16b-3 under the Act (or any successor rule
thereto) and an "independent director" as defined in NYSE Rule 303A.02
Independence Tests (or any successor rule thereto). Awards may, in the
discretion of the Committee, be made under the Plan in assumption of, or in
substitution for, outstanding awards previously granted by the Company or its
affiliates or a company acquired by the Company or with which the Company
combines. The number of Shares underlying such substitute awards shall be
counted against the aggregate number of Shares available for Awards under the
Plan. The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Award consistent with
the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting
conditions). The Committee shall require payment of any amount it may determine
to be necessary to withhold for any applicable taxes as a result of the
exercise, grant or vesting of an Award. Unless the Committee specifies
otherwise, the Participant may elect to pay a portion or all of such withholding
taxes by (a) delivery in Shares or (b) having Shares withheld by the Company
from any Shares that would have otherwise been received by the Participant.

5.   LIMITATIONS

          No Award may be granted under the Plan after the tenth anniversary of
the Effective Date, but Awards theretofore granted may extend beyond that date.

6.   TERMS AND CONDITIONS OF OPTIONS

          Options granted under the Plan shall be, as determined by the
Committee, non-qualified or incentive share options for U.S. federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

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     (a)  Option Price. The Option Price per Share shall be determined by the
          Committee, but shall not be less than 100% of the Fair Market Value of
          the Shares on the date an Option is granted.

     (b)  Exercisability. Options granted under the Plan shall be exercisable at
          such time and upon such terms and conditions as may be determined by
          the Committee, but in no event shall an Option be exercisable more
          than five years after the date it is granted.

     (c)  Exercise of Options. Except as otherwise provided in the Plan or in an
          Award agreement, an Option may be exercised for all, or from time to
          time any part, of the Shares for which it is then exercisable. For
          purposes of Section 6 of the Plan, the exercise date of an Option
          shall be the later of the date a notice of exercise is received by the
          Company and, if applicable, the date payment is received by the
          Company pursuant to clauses (i), (ii), (iii) or (iv) in the following
          sentence. The purchase price for the Shares as to which an Option is
          exercised shall be paid to the Company in full at the time of exercise
          at the election of the Participant (i) in cash or its equivalent
          (e.g., by check), (ii) to the extent permitted by the Committee, in
          Shares having a Fair Market Value equal to the aggregate Option Price
          for the Shares being purchased and satisfying such other requirements
          as may be imposed by the Committee; provided, that such Shares have
          been held by the Participant for no less than six months (or such
          other period as established from time to time by the Committee in
          order to avoid adverse accounting treatment applying generally
          accepted accounting principles), (iii) partly in cash and, to the
          extent permitted by the Committee, partly in such Shares or (iv) if
          there is a public market for the Shares at such time, through the
          delivery of irrevocable instructions to a broker to sell Shares
          obtained upon the exercise of the Option and to deliver promptly to
          the Company an amount out of the proceeds of such Sale equal to the
          aggregate Option Price for the Shares being purchased. No Participant
          shall have any rights to dividends or other rights of a shareholder
          with respect to Shares subject to an Option until the Participant has
          given written notice of exercise of the Option, paid in full for such
          Shares and, if applicable, has satisfied any other conditions imposed
          by the Committee pursuant to the Plan.

     (d)  ISOs. The Committee may grant Options under the Plan that are intended
          to be ISOs. Such ISOs shall comply with the requirements of Section
          422 of the Code (or any successor section thereto). No ISO may be
          granted to any Participant who at the time of such grant, owns more
          than ten percent of the total combined voting power of all classes of
          share of the Company or of any Subsidiary, unless (i) the Option Price
          for such ISO is at least 110% of the Fair Market Value of a Share on
          the date the ISO is granted and (ii) the date on which such ISO
          terminates is a date not later than the day preceding the fifth
          anniversary of the date on which the ISO is granted. Any Participant
          who disposes of Shares acquired upon the exercise of an ISO either (i)
          within two years after the date of grant of such ISO or (ii) within
          one year after the transfer of such Shares to the Participant, shall
          notify the Company of such disposition and of the amount realized upon
          such disposition. All Options granted under the Plan are intended to
          be nonqualified share options, unless the applicable Award agreement
          expressly states that the Option is intended to be an

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          ISO. If an Option is intended to be an ISO, and if for any reason such
          Option (or portion thereof) shall not qualify as an ISO, then, to the
          extent of such nonqualification, such Option (or portion thereof)
          shall be regarded as a nonqualified share option granted under the
          Plan; provided that such Option (or portion thereof) otherwise
          complies with the Plan's requirements. In no event shall any member of
          the Committee, the Company or any of its Affiliates (or their
          respective employees, officers or directors) have any liability to any
          Participant (or any other Person) due to the failure of an Option to
          qualify for any reason as an ISO.

     (e)  Attestation. Wherever in this Plan or any agreement evidencing an
          Award a Participant is permitted to pay the exercise price of an
          Option or taxes relating to the exercise of an Option by delivering
          Shares, the Participant may, subject to procedures satisfactory to the
          Committee, satisfy such delivery requirement by presenting proof of
          beneficial ownership of such Shares, in which case the Company shall
          treat the Option as exercised without further payment and shall
          withhold such number of Shares from the Shares acquired by the
          exercise of the Option.

7.   TERMS AND CONDITIONS OF SHARE APPRECIATION RIGHTS

          (a)  Grants. The Committee also may grant (i) a Share Appreciation
               Right independent of an Option or (ii) a Share Appreciation Right
               in connection with an Option, or a portion thereof. A Share
               Appreciation Right granted pursuant to clause (ii) of the
               preceding sentence (A) may be granted at the time the related
               Option is granted or at any time prior to the exercise or
               cancellation of the related Option, (B) shall cover the same
               number of Shares covered by an Option (or such lesser number of
               Shares as the Committee may determine) and (C) shall be subject
               to the same terms and conditions as such Option except for such
               additional limitations as are contemplated by this Section 7 (or
               such additional limitations as may be included in an Award
               agreement).

          (b)  Terms. The exercise price per Share of a Share Appreciation Right
               shall be an amount determined by the Committee but in no event
               shall such amount be less than the greater of (i) the Fair Market
               Value of a Share on the date the Share Appreciation Right is
               granted or, in the case of a Share Appreciation Right granted in
               conjunction with an Option, or a portion thereof, the Option
               Price of the related Option and (ii) the minimum amount permitted
               by Applicable Laws. Each Share Appreciation Right granted
               independent of an Option shall entitle a Participant upon
               exercise to an amount equal to (i) the excess of (A) the Fair
               Market Value on the exercise date of one Share over (B) the
               exercise price per Share, times (ii) the number of Shares covered
               by the Share Appreciation Right. Each Share Appreciation Right
               granted in conjunction with an Option, or a portion thereof,
               shall entitle a Participant to surrender to the Company the
               unexercised Option, or any portion thereof, and to receive from
               the Company in exchange therefore an amount equal to (i) the
               excess of (A)
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               the Fair Market Value on the exercise date of one Share over (B)
               the Option Price per Share, times (ii) the number of Shares
               covered by the Option, or portion thereof, which is surrendered.
               The date a notice of exercise is received by the Company shall be
               the exercise date. Payment shall be made in Shares or in cash, or
               partly in Shares and partly in cash (any such Shares valued at
               such Fair Market Value), all as shall be determined by the
               Committee. Share Appreciation Rights may be exercised from time
               to time upon actual receipt by the Company of written notice of
               exercise stating the number of Shares with respect to which the
               Share Appreciation Right is being exercised. No fractional Shares
               will be issued in payment for Share Appreciation Rights, but
               instead cash will be paid for a fraction or, if the Committee
               should so determine, the number of Shares will be rounded
               downward to the next whole Share.

          (c)  Limitations. The Committee may impose, in its discretion, such
               conditions upon the exercisability or transferability of Share
               Appreciation Rights as it may deem fit.

          (d)  Limited Share Appreciation Rights. The Committee may grant LSARs
               that are exercisable upon the occurrence of specified contingent
               events. Such LSARs may provide for a different method of
               determining appreciation, may specify that payment will be made
               only in cash and may provide that any related Awards are not
               exercisable while such LSARs are exercisable. Unless the context
               otherwise requires, whenever the term "Share Appreciation Right"
               is used in the Plan, such term shall include LSARs.

8.   OTHER SHARE-BASED AWARDS

          The Committee, in its sole discretion, may grant or sell Awards of
Shares, Awards of restricted Shares and Awards that are valued in whole or in
part by reference to, or are otherwise based on the Fair Market Value of, Shares
("Other Share-Based Awards"). Such Other Share-Based Awards shall be in such
form, and dependent on such conditions, as the Committee shall determine,
including, without limitation, the right to receive, or vest with respect to,
one or more Shares (or the equivalent cash value of such Shares) upon the
completion of a specified period of service, the occurrence of an event and/or
the attainment of performance objectives. Other Share-Based Awards may be
granted alone or in addition to any other Awards granted under the Plan. Subject
to the provisions of the Plan, the Committee shall determine to whom and when
Other Share-Based Awards will be made, the number of Shares to be awarded under
(or otherwise related to) such Other Share-Based Awards; whether such Other
Share-Based Awards shall be settled in cash, Shares or a combination of cash and
Shares; and all other terms and conditions of such Awards (including, without
limitation, the vesting provisions thereof and provisions ensuring that all
Shares so awarded and issued shall be fully paid and non-assessable).

9.   ADJUSTMENTS UPON CERTAIN EVENTS

          Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

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          (a)  Generally. In the event of any change in the outstanding Shares
               after the Effective Date by reason of any Share dividend or
               split, reorganization, recapitalization, merger, consolidation,
               spin-off, combination, combination or transaction or exchange of
               Shares or other corporate exchange, or any distribution to
               shareholders of Shares other than regular cash dividends or any
               transaction similar to the foregoing, the Committee in its sole
               discretion and without liability to any person shall make such
               substitution or adjustment, if any, as it deems to be equitable,
               as to (i) the number or kind of Shares or other securities issued
               or reserved for issuance pursuant to the Plan or pursuant to
               outstanding Awards, (ii) the maximum number of Shares for which
               Options or Share Appreciation Rights may be granted during a
               calendar year to any Participant, (iii) the maximum number of
               Shares for which Other Share-Based Awards may be granted during a
               calendar year to any Participant, (iv) the maximum amount of an
               Award that is valued in whole or in part by reference to, or is
               otherwise based on the Fair Market Value of, Shares that may be
               granted during a calendar year to any Participant, (v) the Option
               Price or exercise price of any share appreciation right and/or
               (vi) any other affected terms of such Awards.

          (b)  Change in Control. In the event of a Change of Control after the
               Effective Date, (i) if determined by the Committee in the
               applicable Award agreement or otherwise, any outstanding Awards
               then held by Participants which are unexercisable or otherwise
               unvested or subject to lapse restrictions shall automatically be
               deemed exercisable or otherwise vested or no longer subject to
               lapse restrictions, as the case may be, as of immediately prior
               to such Change of Control and (ii) the Committee may, but shall
               not be obligated to, (A) cancel such Awards for fair value (as
               determined in the sole discretion of the Committee) which, in the
               case of Options and Share Appreciation Rights, may equal the
               excess, if any, of value of the consideration to be paid in the
               Change of Control transaction to holders of the same number of
               Shares subject to such Options or Share Appreciation Rights (or,
               if no consideration is paid in any such transaction, the Fair
               Market Value of the Shares subject to such Options or Share
               Appreciation Rights) over the aggregate exercise price of such
               Options or Share Appreciation Rights or (B) provide for the
               issuance of substitute Awards that will substantially preserve
               the otherwise applicable terms of any affected Awards previously
               granted hereunder as determined by the Committee in its sole
               discretion or (C) provide that for a period of at least 15 days
               prior to the Change of Control, such Options shall be exercisable
               as to all shares subject thereto and that upon the occurrence of
               the Change of Control, such Options shall terminate and be of no
               further force and effect.

10.  NO RIGHT TO EMPLOYMENT OR AWARDS

          The granting of an Award under the Plan shall impose no obligation on
the Company or any Subsidiary to continue the Employment of a Participant and
shall not lessen or affect the Company's or Subsidiary's right to terminate the
Employment of such Participant. No

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Participant or other Person shall have any claim to be granted any Award, and
there is no obligation for uniformity of treatment of Participants, or holders
or beneficiaries of Awards. The terms and conditions of Awards and the
Committee's determinations and interpretations with respect thereto need not be
the same with respect to each Participant (whether or not such Participants are
similarly situated).

11.  SUCCESSORS AND ASSIGNS

          The Plan shall be binding on all successors and assigns of the Company
and a Participant, including without limitation, the estate of such Participant
and the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

12.  NONTRANSFERABILITY OF AWARDS

          Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.

13.  AMENDMENTS OR TERMINATION

          The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made, (a) without the approval of the
shareholders of the Company, if such action would (except as is provided in
Section 9 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or change the maximum number of Shares for which Awards may
be granted to any Participant or (b) without the consent of a Participant, if
such action would diminish any of the rights of the Participant under any Award
theretofore granted to such Participant under the Plan; provided, however, that
the Committee may amend the Plan in such manner as it deems necessary to permit
the granting of Awards meeting the requirements of any Applicable Laws.

          Without limiting the generality of the foregoing, to the extent
applicable, notwithstanding anything herein to the contrary, this Plan and
Awards issued hereunder shall be interpreted in accordance with Section 409A of
the Code and Department of Treasury regulations and other interpretative
guidance issued thereunder, including without limitation any such regulations or
other guidance that may be issued after the Effective Date. Notwithstanding any
provision of the Plan to the contrary, in the event that the Committee
determines that any amounts payable hereunder will be taxable to a Participant
under Section 409A of the Code and related Department of Treasury guidance prior
to payment to such Participant of such amount, the Company may (a) adopt such
amendments to the Plan and Awards and appropriate policies and procedures,
including amendments and policies with retroactive effect, that the Committee
determines necessary or appropriate to preserve the intended tax treatment of
the benefits provided by the Plan and Awards hereunder and/or (b) take such
other actions as the Committee determines necessary or appropriate to comply
with the requirements of Section 409A of the Code.

14.  JURISDICTIONS

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          In order to assure the viability of Awards granted to Participants
employed in various jurisdictions, the Committee may, in its sole discretion,
may provide for such special terms as it may consider necessary or appropriate
to accommodate differences in local law, tax policy or custom applicable in the
jurisdiction in which the Participant resides or is employed. Moreover, the
Committee may approve such supplements to, amendments, restatements, or
alternative versions of the Plan as it may consider necessary or appropriate for
such purposes without thereby affecting the terms of the Plan as in effect for
any other purpose; provided, however, that no such supplements, restatements or
alternative versions shall increase the Share limitation contained in Section 3
hereof. Notwithstanding the foregoing, the Committee may not take any actions
hereunder, and no Awards shall be granted that would violate any Applicable
Laws.

15.  DISTRIBUTION OF SHARES

          The obligation of the Company to make payments in Shares pursuant to
an Award shall be subject to all Applicable Laws and to any such approvals by
government agencies as may be required. Without limiting the generality of the
foregoing, Shares distributed pursuant to an Award may consists, in whole or in
part, of authorized and unissued Shares, treasury Shares or Shares purchased on
the open market. Additionally, in the discretion of the Committee, American
Depository Shares may be distributed in lieu of Shares in settlement of any
Award, provided that the American Depository Shares shall be of equal value to
the Shares that would have otherwise been distributed. If the number of Shares
represented by an American Depository Share is other than on a one-to-one basis,
the limitations of Section 3 shall be adjusted to reflect the distribution of
American Depository Shares in lieu of Shares.

16.  TAXES

          No Shares shall be delivered under the Plan to any Participant until
such Participant has made arrangements acceptable to the Committee for the
satisfaction of any income and employment tax withholding obligations under any
Applicable Laws, in particular, the tax laws, rules, regulations and government
orders of the People's Republic of China or the U.S. federal, state or other
local tax laws, as applicable. The Company and each of its Subsidiaries shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy federal, state, local
and foreign taxes (including the Participant's payroll tax obligations, if any)
required to be withheld under any Applicable Laws with respect to any Award
issued to the Participant hereunder. The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have
the Company withhold Shares otherwise issuable under an Award (or allow the
return of Shares) having a Fair Market Value equal to the sums required to be
withheld. Notwithstanding any other provision of the Plan, the number of Shares
which may be withheld with respect to the issuance, vesting, exercise or payment
of any Award (or which may be repurchased form the Participant of such Award
after such Shares were acquired by the Participant from the Company) in order to
satisfy the Participant's federal, state, local and other income and payroll tax
liabilities with respect to the issuance, vesting, exercise or payment of the
Award shall, unless specifically approved by the Committee, be limited to the
number of Shares which have a Fair Market Value on the date of withholding or
repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and other income
tax any payroll tax purposes that are applicable to such taxable income.

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17.  CHOICE OF LAW

          The Plan shall be governed by and construed in accordance with the
laws of the state of New York.

18.  EFFECTIVENESS OF THE PLAN

          The Plan shall be effective as of the Effective Date and shall
terminate ten years later, subject to earlier termination by the Board pursuant
to Section 13 hereof.