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RULES OF THE
STANLEY WORKS
SHARESAVE PLAN
(after proposed amendments)
August 1999
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RULES OF THE STANLEY WORKS
SHARESAVE PLAN
1. DEFINITIONS
In these Rules:
1.1 the following words and expressions have the following meanings:
"Act" the Income and Corporation Taxes Act
1988;
"Associated Company" an associated company of the Company
within the meaning of Section 187(2)
of the Act;
"Auditors" the auditors for the time being of
the Company;
"Available Shares" in respect of any Date of Invitation
such of the number of the Shares
referred to in Rule 3.1 as being
available for the grant of Options
as the Directors shall determine;
"Bonus Date" the earliest date on which a bonus
becomes payable under the relevant
Savings Contract after payment of 60
Savings Contributions (the "Five
Year Bonus Date");
"Company" the Stanley Works Limited;
"Contractual Savings Scheme" the arrangement specified for the
time being by the Directors under
which Savings Contributions are made
by a Participant in accordance with
the Plan, such arrangement being a
certified contractual savings scheme
within the meaning of Section 326 of
the Act which has been approved by
the Commissioners of Inland Revenue
for the purposes of Schedule 9 to
the Act;
"Control" the meaning given to that expression
in Section 840 of the Act;
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"Date of Grant" the date on which the Directors
grant an Option in accordance with
the terms of Rule 2;
"Date of Invitation" the date on which any notice is
given pursuant to Rule 2.1;
"Directors" the board of directors for the time
being of the Company or a duly
authorised committee thereof;
"Eligible Employee" any person (including a full-time
director) who at any Date of
Invitation is in the employment of
any Participating Company and who is
then chargeable to tax in respect of
such employment under Case I of
Schedule E and who has been in the
employment of any company within the
Group or any company which becomes a
company within the Group for a
continuous period of not less than
90 days ending on the Date of Grant;
or such other person in the
employment of a Participating
Company as the Directors may decide.
For the purposes of this paragraph
"full-time" shall mean having a
normal contractual working week of
25 hours or more, excluding meal
breaks;
"Employment" employment with the Company and/or
any company under the Control of the
Company or with any Jointly-owned
Company and "ceasing to be in
Employment" shall be construed as
ceasing to be employed by all such
companies;
"Exercise Notice" the meaning given to that expression
in Rule 4.3;
"Exchange Rate" the average of the buying and
selling closing Sterling for Dollar
spot rates quoted in the London
edition of the 'Financial Times' on
the last working day preceding the
Date of Invitation or if such paper
is not published or such rate is not
quoted the average Sterling for
Dollar spot rate quoted by the
Company's bankers (being a United
Kingdom Clearing Bank) for the time
being 11.00 a.m. in London;
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"Group" the Company and all its Subsidiaries
and Jointly-owned Companies;
"Jointly-owned Company" a company which is:
(a) not under the Control of any
single person; and
(b) under the Control of two
persons between them one of
such persons being the Company;
and
(c) not a participating company in
any other company's group plan
(as those terms are defined in
paragraph 1 of Schedule 9 to
the Act)
and any other company which is under
the Control of a company which meets
the conditions in paragraphs (a),
(b) and (c) above and is not itself
a participating company in any other
company's group plan (as those terms
are defined in paragraph 1 of
Schedule 9 to the Act);
"Minimum Savings Contribution" the amount specified by the
Directors from time to time, which
shall be no greater than the amount
for the time being specified by
paragraph 24(2)(b) of Schedule 9 to
the Act and no lower than (pound)10;
"Option" the right granted or to be granted
on any particular Date of Grant to
subscribe for or acquire Shares in
accordance with the Rules;
"Option Certificate" a certificate evidencing an Option
as referred to in Rule 2.9;
"Option Price" the price per Share payable on the
exercise of an Option which on the
Date of Grant shall be the higher
of:
(a) the par (nominal) value of a
Share converted to (pound)
Sterling at the Exchange Rate;
and
(b) subject to the provisions of
Rule 6, an amount determined by
the Directors being not less
than 80% of
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the average of the quotation of
a Share on the New York Stock
Exchange as quoted in the
Financial Times in London for
the three days prior to the
Date of Invitation and
converted to (pound) Sterling
at the applicable Exchange
Rate;
"Parent Company" the Stanley Works, 195 Lake Street,
New Britain, Connecticut, 06050,
United States of America;
"Participant" any person (including, where the
context permits, the legal personal
representatives of such a person)
who holds an Option;
"Participating Company" the Company and any other company
within the Group which the Directors
have determined shall be a
Participating Company for the
purposes of the Plan provided that
any Jointly-owned Company which
ceases to be a Jointly-owned Company
and which does not then become a
Subsidiary shall cease to be a
Participating Company;
"Plan" this Plan, being the Stanley Works
Sharesave Plan constituted by the
Rules;
"Record Date" in relation to any particular
payment of dividend or other right
attaching to Shares the date on
which any shareholder must duly
appear in the register of members of
the Parent Company as such in order
to be entitled to such dividend or
other right;
"Redundancy" redundancy within the meaning of the
Employment Rights Act 1996;
"Retirement" retirement on reaching pensionable
age within the meaning of Schedule
20 to the Social Security Act 1975
or any other age at which a
Participant is bound to retire in
accordance with the terms of his
contract of employment;
"Rules" these rules together with any
amendment thereto effected in
accordance with Rule 9;
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"Savings Contract" a savings contract entered into
under a Contractual Savings Scheme;
"Savings Contract Repayment" in respect of a Savings Contract an
amount equal to sixty times the
Savings Contribution plus the bonus
payable on the Bonus Date;
"Savings Contribution" the amount payable per month by a
Participant by way of contributions
under a Savings Contract in respect
of any Option which amount shall
normally be paid by means of
periodic deductions from the
Participant's remuneration by his
employer and shall be an integral
multiple of (pound)1 and shall be
not less than the Minimum Savings
Contribution;
"Share" a share in the capital of the Parent
Company which complies with the
provisions of paragraphs 10 to 14 of
Schedule 9 to the Act;
"Subsidiary" a company which is both under the
Control of the Company and a
subsidiary of the Company within the
meaning of Section 736 of the
Companies Act 1985;
"Withdrawal Notice" the meaning given to that expression
by Rule 4.3.
1.2 Where the context so admits
1.2.1 words importing the singular shall include the plural and vice
versa and words importing the masculine shall include the
feminine; and
1.2.2 any reference to a statute (or a particular Chapter, Part or
Section thereof) shall mean and include any statutory
modification or re-enactment thereof for the time being in
force and any regulations made thereunder.
2. OFFER AND GRANT OF OPTIONS
2.1 At such time as the Directors shall in their absolute discretion
determine, they may give notice to each Eligible Employee that he is
invited to apply for an Option and such notice shall specify the method
by which the Option Price shall be calculated and:
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2.1.1. the Option Price;
2.1.2. the period, being not less than fourteen days nor more than
twenty-one days from the Date of Invitation during which he
may apply for an Option in accordance with Rule 2.2;
2.1.3. the Minimum Savings Contribution in respect of the offer;
2.1.4. the maximum aggregate Savings Contribution permitted under
Rule 3.1 or 3.2; and
2.1.5. state that the Option will normally be exercisable using the
proceeds of a Savings Contract at the Five Year Bonus Date.
2.2 Subject to Rule 2.10, following any notice to an Eligible Employee by
the Directors pursuant to Rule 2.1, he may apply for an Option by
completing and returning an application in such form (not inconsistent
with the provisions of the Plan) as the Directors may from time to time
determine. Such form shall specify the Savings Contribution which he
wishes to pay and authorise the deduction of the Savings Contribution
from his remuneration. It must be accompanied by a signed form of
application concerning his entry into a Savings Contract, such form to
be in terms acceptable to the body administering the Contractual
Savings Scheme.
2.3 Within thirty days following the first of the three dealing days
referred to in the definition of Option Price in Rule 1.1 (unless the
provisions of Rule 2.4 or 2.5 apply) the Directors shall, in respect of
each Eligible Employee who has made a valid application and who remains
in the employment of any Participating Company, grant an Option over
the number of Shares the aggregate of the Option Prices of which is as
nearly as possible equal to, but not in excess of, an amount equal to
the Savings Contract Repayment on the relevant Bonus Date relating to
the Savings Contribution specified by such person in the application
referred to in Rule 2.2.
2.4 If the number of Available Shares is insufficient to enable the
Directors to grant an Option to each Eligible Employee who has applied
for such in respect of a Savings Contribution equal to the Minimum
Savings Contribution the Directors shall grant an Option to each
Eligible Employee, who has applied for such and who at the expiry of
the application period allowed pursuant to Rule 2.1 was not making
Savings Contributions under the Plan, over the number of Shares in
respect of which the amount of the aggregate Option Price is as nearly
as possible equal to, but not in excess of, an amount equal to the
Savings Contract Repayment relating to a Savings Contribution equal to
the Minimum Savings Contribution provided that the number of Available
Shares is sufficient to enable the grant of Options over that number of
Shares to each such Eligible Employee and if the number of Available
Shares is insufficient to enable this to be done no Options shall be
granted pursuant to notices given by the Directors under Rule 2.1 on
the relevant Date of Invitation.
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2.5 If the number of Available Shares is insufficient to enable the
Directors to grant an Option to each person who has applied for such in
respect of a Savings Contribution equal to the Minimum Savings
Contribution, either the Directors shall select by ballot the
applications in respect of which Options will be granted or no Options
shall be granted pursuant to notices given by the Directors under Rule
2.1 on the relevant Date of Invitation.
2.6 Where Options are granted pursuant to Rule 2.4 or 2.5 the period
between the first of the three dealing days referred to in the
definition of Option Price and the Date of Grant shall not exceed
forty-two days.
2.7 Notwithstanding any provision of any other of these Rules whatsoever:
2.7.1 the Plan shall not form part of any contract of employment
between the Company, the Parent Company, a Subsidiary, a
Jointly-owned Company or any Associated Company and any
Participant and it shall not confer on any Participant any
legal or equitable rights (other than those constituted by the
Options themselves) whatsoever against the Company, the Parent
Company, a Subsidiary, a Jointly-owned Company or Associated
Company directly or indirectly or give rise to any cause of
action at law or in equity against the Company, the Parent
Company, a Subsidiary, a Jointly-owned Company or any
Associated Company;
2.7.2. the benefits to the Participants under the Plan shall not form
part of their wages or remuneration or count as pay or
remuneration for pension or other purposes;
2.7.3 the Grant of Options to a Participant is a matter entirely
separate from any pension right or entitlement he may have and
from his terms and conditions of employment and participation
in the Plan shall in no respect whatever affect his pension
rights or entitlements or terms or conditions of employment
and in particular (but without limiting the generality of the
foregoing) any Participant who ceases to be an employee of any
company in the Group or a Jointly-owned Company shall not be
entitled to any compensation for any loss of any right or
benefit or prospective right or benefit under the Plan which
he might otherwise have enjoyed whether such compensation is
claimed by way of damages for wrongful dismissal or other
breach of contract or by way of compensation for loss of
office or otherwise howsoever and notwithstanding that he may
have been dismissed wrongfully or unfairly (within the meaning
of the Employment Rights Act 1996).
2.8. An Option shall be personal to the Participant and shall not be
assignable and any purported assignment, transfer, charge, disposal or
dealing with the rights or interests of the Participant under the Plan
shall render the Option void. However, on the death of a Participant,
an Option shall be capable of being exercised by his legal personal
representatives in accordance with the provisions of Rule 4.
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2.9 As soon as is practicable upon the grant of an Option to a person
pursuant to Rules 2.3, 2.4 or 2.5 the Directors shall issue to the said
person an Option Certificate evidencing such Option. The Option
Certificate shall specify the number of Shares comprised in the Option,
the Date of Grant and the Option Price in respect of each such Share
and shall be otherwise in such form (not inconsistent with the
provisions of the Plan) as the Directors may from time to time
determine. If any such certificate shall be worn out, defaced,
destroyed or lost, it may be renewed on such evidence being provided
and on such terms as the Directors may reasonably require.
2.10. No Option shall be granted to any person unless he is an employee of a
Participating Company on the Date of Grant or if such person is
ineligible to participate in the Plan by virtue of the provisions of
paragraph 8 of Schedule 9 to the Act.
3. LIMITATIONS
3.1. The aggregate of the Savings Contributions being made at any time by a
Participant under the Plan and any contributions then being made under
certified contractual savings schemes linked to any other
savings-related plan or plans approved under Schedule 9 to the Act
shall not exceed (pound)250 per month (or such other amount as the
Directors may determine and as may be permitted pursuant to paragraph
24 of Schedule 9 to the Act).
3.2 The Directors may decide in respect of any Date of Invitation to impose
a lower limit on the maximum Savings Contribution which employees may
apply to make.
4 EXERCISE AND LAPSE OF OPTIONS
4.1 An Option shall be capable of being exercised in whole or in part
following the earliest of:
4.1.1. the relevant Bonus Date if the Participant is an employee or
director of a Participating Company;
4.1.2 the relevant Bonus Date if the Participant is an employee or
director of a company which is not a Participating Company but
which is a company of which the Company has Control;
4.1.3. the death of the Participant;
4.1.4. the Participant ceasing to be in Employment by reason of his
Retirement, injury, disability or Redundancy;
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4.1.5. the Participant ceasing to be in Employment more than three
years from its Date of Grant by reason of retirement on
receipt of a pension under any pension scheme of which he is a
member in respect of his or her Employment or her pregnancy
(and for the purposes of this rule, a Participant ceases to be
in employment by reason of pregnancy on the earliest of the
date she notifies her employing company of her intention not
to return, the last day of the 29th week of her confinement
and any other date specified by the terms of her employment
with her employing company [or by reason that his Employment
is in a company which ceases to be a Jointly-owned Company and
does not become a Subsidiary;]
4.1.6. the Participant ceasing to be in Employment by reason that his
Employment is in a company of which the Company ceases to have
Control, or it relates to a business or part of a business
which is transferred to a person who is not a company of which
the Company has Control;
4.1.7. the Participant reaching pensionable age within the meaning of
Schedule 20 to the Social Security Act 1975 and continuing to
be an employee of a Participating Company in which case the
right to exercise an Option under this Rule is available for a
period of six months following attainment of such age provided
that if he does not exercise such Option within the said
period of six months he will nevertheless be able to exercise
the Option on the next earliest event covered by Rule 4.1;
4.1.8 the date on which an Option becomes exercisable pursuant to
Rule 7 or Rule 8;
provided that
(I) no Option shall be capable of being exercised other than at a
time when the Participant is in Employment except in the
circumstances described in Rules 4.1.3, 4.1.4, 4.1.5 and
4.1.6; and
(II) no Option shall be capable of being exercised at a time when
paragraph 8 of Schedule 9 to the Act would disqualify the
Participant from being granted an Option, nor by the personal
representatives of a Participant who was so precluded at the
date of his death.
4.2 In no event shall an Option be capable of being exercised in respect of
a number of Shares the aggregate Option Prices of which exceed the
repayment made (including any bonus or interest but excluding the
repayment of any contributions the due date for payment of which falls
more than one month after the date on which repayment is made) to the
Participant under the related Savings Contract.
4.3 An Option shall lapse to the extent that it has not been exercised by
the earliest of:
4.3.1. the expiry of six months from the relevant Bonus Date except
where the death of the Participant occurs before the expiry of
such period;
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4.3.2 if the Participant dies before the relevant Bonus Date, the
expiry of twelve months from the date of death of the
Participant;
4.3.3 the expiry of twelve months from the relevant Bonus Date where
the death of the Participant occurs within six months after
the relevant Bonus Date;
4.3.4 the expiry of six months from the date on which the
Participant ceased to be in Employment in the circumstances
described in Rules 4.1.4, 4.1.5 or 4.1.6 except where the
death of the Participant occurs before the expiry of such
period;
4.3.5 the date on which the Participant ceases to be in Employment
for any reason other than death or any of the circumstances
described in Rules 4.1.4, 4.1.5 or 4.1.6;
4.3.6 the Participant's right to continue making the related Savings
Contributions lapsing in respect of an Option in accordance
with the provisions of the Contractual Savings Scheme before
the Participant has made all the Savings Contributions
required by the Contractual Savings Scheme unless such Option
has already become exercisable under the provisions of this
Rule;
4.3.7 the receipt by the body administering the Contractual Savings
Scheme of a Withdrawal Notice in respect of the Savings
Contract relative to such Option provided that such Option is
not then capable of being exercised;
4.3.8 the date on which an Option lapses pursuant to Rule 7 or
Rule 8.
The Participant may direct at any time by notice (referred to as a
"Withdrawal Notice") given in writing in a form acceptable to the body
administering the Contractual Savings Scheme that he wishes such
repayment as is then due to him to be made under the Savings Contract
relative to any Option and in addition, if such notice is given in
respect of the Savings Contract relative to any Option which the
Participant then wishes to exercise in whole or in part, notice to that
effect shall be given to the Company in such form as the Directors may
prescribe (referred to as an "Exercise Notice").
5. MANNER OF EXERCISE OF OPTIONS
5.1. In order to exercise an Option the Participant shall give to the
Company an Exercise Notice stating that the Option is thereby exercised
in respect of that number of Shares the aggregate Option Prices of
which are as nearly as possible equal to, but not in excess of, the
amount specified in the Exercise Notice which must be equal to or less
than the repayment due under the related Savings Contract that he
wishes to be applied in respect of the exercise of the Option. Such
Exercise Notice shall be accompanied by payment (or an authority to
obtain
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such payment from the body administering the Savings Contract) in full
of the amount specified.
5.2. Within thirty days after receipt by the Company of the Exercise Notice,
Option Certificate and the proceeds of repayment under the Savings
Contract specified in the Exercise Notice the Parent Company shall
allot or procure the transfer of the appropriate number of shares and
the allottee or transferee shall be entered on the register of members
of the Parent Company in respect of these Shares. The said Shares shall
rank in full for all dividends and other rights to which a right arises
by reference to a Record Date falling on or after the date on which the
allottee or transferee is entered on the register of members of the
Parent Company and shall in all other respects rank pari passu with the
other issued Shares of the same class and shall be acquired subject to
the Parent Company's articles of association.
5.3. Where an Option is exercised in part, it shall lapse to the extent of
the unexercised balance.
5.4. The Company shall ensure that sufficient Shares are always available to
satisfy in full all outstanding Options.
6. VARIATION OF SHARE CAPITAL
In the event of any variation of share capital, capitalisation or rights issue
or rights offer or any consolidation, sub-division or reduction of capital or
other issue or reorganisation by the Parent Company, the number of Shares
subject to any Option and the Option Price for each of those Shares shall be
adjusted in such manner as the Auditors shall confirm in writing to be, in their
opinion fair and reasonable (except in the case of a capitalisation issue)
provided that:
6.1 the aggregate amount payable on the exercise of an Option in full is
neither materially changed nor increased beyond the expected repayment
under the Savings Contract at the appropriate Bonus Date;
6.2. in the case of an Option which may be satisfied on exercise by the
issue of new Shares, the Option Price for a Share is not reduced below
its nominal value unless the Directors shall be authorised to
capitalise from the reserves of the Parent Company a sum equal to the
amount by which the nominal value of each Share in respect of which the
Option is exercised exceeds the relevant Option Price and to apply such
sum in paying up such amount on such Share, and so that on the exercise
of any Option in respect of which such a reduction shall have been made
the Directors shall capitalise such sum (if any) and apply the same in
paying up such amount as aforesaid;
6.3 no adjustment shall be made without the prior approval of the
Commissioners of Inland Revenue; and
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6.4 following the adjustment the Shares continue to satisfy the conditions
specified in paragraphs 10 to 14 inclusive of Schedule 9 to the Act.
7. TAKOEVER OR RECONSTRUCTION
7.1. If any person obtains Control of the Parent Company as a result of
making
7.1.1 a general offer to acquire the whole of the issued ordinary
share capital of the Parent Company which is made on a
condition such that if it is satisfied the person making the
offer will have Control of the Parent Company; or
7.1.2 a general offer to acquire all the shares in the Parent
Company which are of the same class as the Shares over which
Options have been granted
then, subject to Rule 4.3, a Participant will be entitled to exercise
his Option within six months following the later of the date on which
Control of the Parent Company passes and the date on which the offer
becomes unconditional.
7.2 If any person becomes bound or entitled to acquire shares in the Parent
Company under the [Connecticut] company law equivalent of Sections 428
to 430F of the Companies Act 1985 then, subject to Rule 4.3, a
Participant will be entitled to exercise his Option at any time when
that person remains so bound or entitled, on the expiry of which period
all outstanding Options shall lapse.
7.3 If as a result of the events specified in Rule 7.1 or 7.3 any company
(the "Acquiring Company") has obtained Control of the Parent Company or
has become bound or entitled as mentioned in Rule 7.2, a Participant
may, with the agreement of the Acquiring Company and during the
appropriate period as defined in paragraph 15(2) of Schedule 9 to the
Act, release all or part of his rights under the Plan (the "Old
Rights") in consideration of the grant to him of rights (the "New
Rights") which satisfy the conditions of paragraph 15(3) of the said
Schedule, and the New Rights shall be deemed to have been granted at
the time when the Old Rights were granted.
7.4 In the application of the Rules to the New Rights, the terms"Parent
Company" and "Company" in Rules 5, 6, 7 and 8 shall be taken as
referring to the company over whose share capital the New Rights are
granted, and the other expressions which are defined in Rule 1 hereof
and occur in those Rules shall be interpreted as though the words
"Parent Company" and "Company" were so defined.
7.5 For the purposes of this Rule 7 (other than Rule 7.4) a person shall be
deemed to have obtained Control of a company if he and others acting in
concert with him have together obtained Control of it.
7.6 The exercise of an Option pursuant to the preceding provisions of this
Rule shall be subject to the provisions of Rule 5 above.
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7.7 The Directors shall use reasonable endeavours to notify any Participant
forthwith of any event of which they have actual notice arising
pursuant to this Rule which concerns any Option held by him for the
time being.
8. VOLUNTARY WINDING UP
If a resolution for the voluntary winding up of the Parent Company shall be
passed the Directors shall give notice thereof to all Participants and thereupon
each Participant shall (subject to Rule 4.3), forthwith and until the expiry of
six months from the date on which such resolution was passed, be entitled to
exercise any Option then held by him in the manner provided in Rule 5 at the
expiry of which period all unexercised Options shall lapse.
9. ADMINISTRATION AND AMENDMENT
9.1 The Plan shall be administered under the direction of the Directors who
may at any time and from time to time by resolution amend the Rules in
any respect to take account of any change in legislation or to obtain
or maintain favourable tax, exchange control or regulatory treatment
for Participants or the Group.
9.2 No amendment shall operate to his disadvantage any rights already
acquired by a Participant under the Plan without his consent.
9.3 Notwithstanding Rules 9.1 and 9.2 but subject to Rule 9.4, the
Directors may by resolution amend the Plan in any way but only to the
extent necessary or desirable:
9.3.1 to secure or maintain the approval of the Plan by the
Commissioners of Inland Revenue under Schedule 9 to the Act;
or
9.3.2 to facilitate the use of such new savings contracts as may
from time to time be authorised by the Treasury or other
official body as replacement for or alternative to or
modification of any Contractual Savings Scheme which is
approved by the Commissioners of Inland Revenue for the
purposes of Schedule 9 to the Act.
9.4 No amendment shall have effect until it has been approved by the
Commissioners of Inland Revenue.
9.5 Subject as herein otherwise expressly provided the Directors' decision
on any matter concerning the Plan shall be final and binding.
9.6 The costs of the operation of the Plan (including but not limited to
any costs relating to the issue of Shares upon the exercise of Options)
shall be borne by the Company.
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9.7 In any matter in which they are required to act hereunder the Auditors
shall be deemed to be acting as experts and not as arbitrators and the
Arbitration Acts 1950-1996 shall not apply hereto.
9.8. All notices under the Plan shall be in writing and, if to the Company,
shall be either delivered in person to the Company Secretary or sent to
the Company's registered office for the time being (or to such other
address as the Directors may from time to time specify) and, if to a
Participant, shall be delivered personally to him at his place of work
or sent by first-class post to the Participant at the address which he
shall give in writing to the Company for this purpose, or, failing any
such address, his last known place of abode. All notices to the
Company, however sent, shall be deemed to be served only upon actual
receipt thereof by the Company Secretary or (as the case may be) at the
appropriate address as determined above. Notices to the Participant
shall, if delivered personally to him at his place of work, be deemed
to be served upon such delivery and, if sent by first-class post to the
appropriate address as determined above, shall be deemed to be served
forty-eight hours after the posting to such address of a properly
addressed and prepaid envelope containing such notice.
9.9 The Plan and Options granted under it shall be governed by and
construed in accordance with English Law (except where otherwise
stated) and all disputes shall be referred for resolution to the courts
of England.
10. TERMINATION
The Directors may at any time resolve to cease making further offers of
participation under the Plan but in such event the subsisting rights of
Participants will not thereby be affected.
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