FY 09 AWARDS/UK EXPAT WAIVER

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FY 09 AWARDS/UK EXPAT WAIVER

1.

The Options are Non-Statutory Options, as defined in the Plan. The Options will vest beginning on                      , and will expire on                      , subject to earlier expiration in accordance with the terms of this Agreement or the Plan.

2.

Subject to paragraphs 3 and 4 of this Agreement, the exercise period for the Options, including the effect of the termination of your employment with the Company or a "Change in Control", shall be governed by and determined in accordance with Section 8(B) of the 2003 Stock Incentive Plan, which is incorporated herein by reference and which shall control over and supersede any additional, different or inconsistent terms or provisions contained in the Plan; provided, however, that in the event of termination of your employment without "Cause", or by you for "Good Reason, the "Expiration Date" shall be five years after the "Date of Termination" or the date of expiration specified in Section 1 above, whichever is sooner.

You may exercise the Options in any manner provided for in the Plan; provided however, you must first obtain the approval of the Chief Executive Officer, or his designee, prior to choosing a "net exercise" arrangement, and if you are a reporting officer pursuant to Section 16 of the Securities Act of 1934 on the date of exercise, you must obtain the approval of the Management Development and Compensation Committee of the Board of Directors of the Company.

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FY 09 AWARDS/UK EXPAT WAIVER       

3.

You agree that you shall not, during the term of your employment by the Company and for 12 months after termination of your employment, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any other employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose Confidential Information (as defined in Section 4 below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge that the breach or threatened breach of this paragraph 3 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a violation or a threatened violation of this paragraph. Any breach by you of the provisions of this paragraph 3 will, at the option of the Company and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the forfeiture of all unexercised options granted to you under this Agreement as of the date of such breach.

4.

As used in this paragraph 4, the following terms shall have the respective indicated meanings:

"Affiliated Company or Companies" means any person, corporation, limited liability company, partnership or other entity controlling, controlled by or under common control with the Company.

"Confidential Information" means technical or business information not readily available to the public or generally known in the trade, including but not limited to inventions; ideas; improvements; discoveries; developments; formulations; ingredients; recipes; specifications; designs; standards; financial data; sales, marketing and distribution plans, techniques and strategies; customer and supplier information; equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade secrets and other confidential information, knowledge, data and know-how of the Company, whether or not they originated with you, or information which the Company received from third parties under an obligation of confidentiality.

"Conflicting Product" means any product or process of any person or organization, other than the Company, in existence or under development, (1) that competes with a product or process of the Company upon or with which you shall have worked during the two years prior to the termination of your employment with the Company or (2) whose use or marketability could be enhanced by application to it of Confidential Information acquired by you in connection with your employment by the Company during such two year period. For purposes of this definition, it shall be conclusively presumed that you have

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FY 09 AWARDS/UK EXPAT WAIVER

knowledge of information to which you have been directly exposed through actual receipt or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.

"Conflicting Organization" means any person or organization that is engaged in or about to become engaged in research on or the development, production, marketing or selling of or the use in production, marketing or sale of a Conflicting Product.

In partial consideration for the Options granted to you hereunder, you agree that, for a period of eighteen (18) months following the date of the termination of your employment with the Company, you shall not render services, directly or indirectly, as a director, officer, employee, agent, consultant or otherwise to any Conflicting Organization in any geographic area or territory in which such Conflicting Organization is engaged in or about to become engaged in the research on or the development, production, marketing or sale of or the use in production, marketing or sale of a Conflicting Product. The foregoing limitation does not apply to a Conflicting Organization whose business is diversified and that, as to that part of its busin