exv4w6

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


			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

iii

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.

(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

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.

(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

“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:

(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

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.

(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.

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,

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.

(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.

(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

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.

(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.

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

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

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.

(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

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.

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

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

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