<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>y54530ex10-2.txt
<DESCRIPTION>2002 INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2
                                                                           DRAFT
                                                                FEBRUARY 8, 2002

                                      2002

                              ALCON INCENTIVE PLAN

                              EFFECTIVE [--], 2002
<PAGE>

                               TABLE OF CONTENTS

<Table>
<S>   <C>                                                           <C>
                               ARTICLE I
ESTABLISHMENT AND PURPOSE.........................................    1
1.1   Purpose.....................................................    1
1.2   Effective Date; Shareholder Approval........................    1

                              ARTICLE II
DEFINITIONS.......................................................    1
2.1   "Award".....................................................    1
      (a) "Annual Incentive Awards"...............................    1
      (b) "Stock Option Awards"...................................    1
      (d) "Restricted Stock"......................................    1
      (e) "Performance-Based Awards"..............................    1
      (f) "Other Stock-Based Awards"..............................    1
2.2   "Award Certificate".........................................    1
2.3   "Board".....................................................    1
2.4   "Change-of-Control".........................................    1
2.5   "Code"......................................................    2
2.6   "Committee".................................................    2
2.7   "Common Stock"..............................................    2
2.8   "Company"...................................................    2
2.9   "Disabled"..................................................    2
2.10  "Employee"..................................................    2
2.11  "Exchange Act"..............................................    2
2.12  "Fair Market Value".........................................    2
2.13  "Fair Market Value Stock Option"............................    2
2.14  "GAAP"......................................................    3
2.15  "Grant Price"...............................................    3
2.16  "Incentive Stock Option"....................................    3
2.17  "Market Price"..............................................    3
2.18  "Non-Employee Director".....................................    3
2.19  "Nonqualified Stock Option".................................    3
2.20  "Participant"...............................................    3
2.21  "Performance-Based Awards"..................................    3
2.22  "Performance Cycle".........................................    3
2.23  "Performance Goals".........................................    3
2.24  "Performance Measure".......................................    3
2.25  "Plan"......................................................    3
2.26  "Restricted Stock"..........................................    3
2.27  "Restriction Period"........................................    4
2.28  "Retirement"................................................    4
2.29  "Shares"....................................................    4
2.30  "Stock Appreciation Rights".................................    4
2.31  "Stock Market"..............................................    4
2.32  "Stock Options".............................................    4
2.33  "Subsidiary"................................................    4
</Table>

                                        i
<PAGE>
<Table>
<S>   <C>                                                           <C>
2.34  "Termination of Employment".................................    4
2.35  "Unit"......................................................    4

                              ARTICLE III
ADMINISTRATION....................................................    4
3.1   The Committee...............................................    4
3.2   Authority of the Committee..................................    4
3.3   Effect of Determinations....................................    5
3.4   Delegation of Authority.....................................    5
3.5   No Liability................................................    5

                              ARTICLE IV
AWARDS............................................................    5
4.1   Eligibility.................................................    5
4.2   Participation...............................................    5
4.3   Form of Awards..............................................    5
4.4   Annual Incentive Awards.....................................    6
      (a) Performance Cycles......................................    6
      (b) Annual Incentive Participant............................    6
      (c) Performance Measures....................................    6
      (d) Payment of Annual Incentive Awards; Certification.......    6
      (e) Form of Payment.........................................    6
4.5   Stock Option Awards.........................................    6
      (a) Number of Shares........................................    6
      (b) Grant Price.............................................    7
      (c) Term and Timing of Exercise.............................    7
      (d) Payment of Exercise Price...............................    7
      (e) Incentive Stock Options.................................    8
      (i)  Eligibility............................................    8
      (ii) Timing of Grant........................................    8
      (iii) Amount of Award.......................................    8
      (iv) Timing of Exercise.....................................    8
      (v)  Transfer Restrictions..................................    8
      (f) No Repricing............................................    8
4.6   Stock Appreciation Rights...................................    8
      (a) Amount of Award.........................................    8
      (b) Term and Timing of Exercise.............................    9
4.7   Restricted Stock............................................    9
      (a) Eligibility and Limitations.............................   10
      (b) Restriction Period......................................   10
      (c) Restrictions............................................   10
      (d) Acceleration of Restrictions............................   10
      (e) Delivery of Restricted Stock............................   10
      (f) Legend..................................................   11
4.8   Performance-Based Awards....................................   11
      (a) Eligibility and Terms...................................   11
      (b) Limitations on Grants and Awards........................   11
      (c) Performance Goals, Performance Measures and Performance    11
      Cycles......................................................
      (d) Form of Grants..........................................   11
      (e) Payment of Awards.......................................   12
</Table>

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<PAGE>
<Table>
<S>   <C>                                                           <C>
4.9   Other Stock-Based Awards....................................   12
      (a) Eligibility.............................................   12
      (b) Limitations on Grants and Awards........................   12
4.10  Phantom Stock Conversion....................................   12
4.11  Code Section 162(m).........................................   12

                               ARTICLE V
SHARES SUBJECT TO THE PLAN; ADJUSTMENTS...........................   12
5.1   Shares Available............................................   12
5.2   No Registration Rights......................................   13
5.3   Restrictions on Transfer -- Securities Law Restrictions.....   13
5.4   Counting Rules..............................................   13
5.5   Adjustments.................................................   13
5.6   Consolidation, Merger or Sale of Assets.....................   13
5.7   Fractional Shares...........................................   14

                              ARTICLE VI
AMENDMENT AND TERMINATION.........................................   14
6.1   Amendment...................................................   14
6.2   Termination.................................................   14

                              ARTICLE VII
GENERAL PROVISIONS................................................   14
7.1   Nontransferability of Awards................................   14
7.2   Withholding of Taxes........................................   15
      (a) Stock Options...........................................   15
      (b) Restricted Stock........................................   15
      (c) Other Awards............................................   15
7.3   Special Forfeiture Provision................................   15
7.4   Code Section 83(b) Elections................................   16
7.5   No Implied Rights...........................................   16
7.6   No Obligation to Exercise Options...........................   16
7.7   No Rights as Stockholders...................................   16
7.8   Indemnification of Board....................................   16
7.9   No Required Segregation of Assets...........................   16
7.10  Nature of Payments..........................................   16
7.11  Securities Exchange Act Compliance..........................   16
7.12  Call Option of the Company..................................   16
7.13  Governing Law; Severability.................................   16
</Table>

                                       iii
<PAGE>

                                      2002

                              ALCON INCENTIVE PLAN

                                   ARTICLE I

                           ESTABLISHMENT AND PURPOSE

     1.1 Purpose.  The purpose of the 2002 Alcon Incentive Plan (the "Plan") is
to enable Alcon, Inc. (the "Company") to achieve superior financial performance,
as reflected in the performance of its Common Stock and other key financial or
operating indicators by (i) providing incentives and rewards to certain
Employees who are in a position to contribute materially to the success and
long-term objectives of the Company, (ii) aiding in the recruitment, motivation
and retention of Employees of outstanding ability and (iii) providing Employees
an opportunity to acquire or expand equity interests in the Company, thus
aligning the interests of such Employees with those of the Company's
shareholders. Towards these objectives, the Plan provides for the grant of
Annual Incentive Awards, Stock Options, Stock Appreciation Rights, Restricted
Stock and Other Stock-Based Awards.

     1.2 Effective Date; Shareholder Approval.  The Plan is effective as of the
date the resolution of the shareholders of the Company granting to the Board of
Directors the ability to issue sufficient conditional capital has been recorded
in the Commercial Register of the Canton of Zug Switzerland. No Awards shall be
granted under the Plan prior to its effective date.

                                   ARTICLE II

                                  DEFINITIONS

     For purposes of the Plan, the following terms shall have the following
meanings, unless another definition is clearly indicated by particular usage and
context:

     2.1 "Award" means any form of incentive or performance Award granted under
the Plan, whether singly or in combination, to a Participant pursuant to such
terms, conditions, restrictions and/or limitations (if any) as the Committee may
establish and set forth in the applicable Award Certificate. Awards granted
under the Plan may consist of:

          (a) "Annual Incentive Awards" awarded pursuant to Section 4.4;

          (b) "Stock Option Awards" awarded pursuant to Section 4.5;

          (c) "Stock Appreciation Rights" awarded pursuant to Section 4.6;

          (d) "Restricted Stock" awarded pursuant to Section 4.7;

          (e) "Performance-Based Awards" awarded pursuant to Section 4.8;

          (f) "Other Stock-Based Awards" awarded pursuant to Section 4.9

     2.2 "Award Certificate" means the document distributed, either in writing
or by electronic means, to a Participant by the Committee evidencing the grant
of an Award.

     2.3 "Board" means the Board of Directors of the Company.

     2.4 "Change-of-Control" means the happening of any of the following:

          (a) any "person" including a "group" (as such terms are used in
     Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as
     amended (the "Exchange Act")), but excluding (i) the Company, (ii) any
     entity controlling, controlled by or under common control with the Company,
     including Nestle S.A. (Nestle), (iii) any employee benefit plan of the
     Company or any such entity, (iv) any entity or group acting to facilitate
     any initial public offering of the Shares and, (v) with respect to any
     particular Participant, the Participant and any "group" (as such term is
     used in

                                        1
<PAGE>

     Section 13(d)(3) of the Exchange Act) of which such Participant is a
     member, and (vi) any acquisition of securities directly from the Company,
     is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the
     Exchange Act), directly or indirectly, of securities of the Company
     representing 50% or more of either (i) the combined voting power of the
     Company's then outstanding securities or (ii) the then outstanding Shares;
     or

          (b) the consummation of any consolidation or merger of the Company or
     subsidiary where the shareholders of the Company, immediately prior to the
     consolidation or merger, do not, immediately after the consolidation or
     merger, beneficially own (as such term is used in Rule 13(d)(3) under the
     Exchange Act), directly or indirectly, securities representing in the
     aggregate 51% or more of the combined voting power of the then outstanding
     voting securities of the corporation issuing cash or securities in the
     consolidation or merger (or its ultimate parent corporation, if any),
     except any such transaction with Nestle or any entity controlled by Nestle;
     or

          (c) any sale, lease, exchange or other transfer (in one transaction or
     in a series of transactions contemplated or arranged by any party as a
     single plan) of all or substantially all of the assets of the Company,
     other than the sale or disposition by the Company of all or substantially
     all of the Company's assets either (i) to an entity, at least 51% of the
     combined voting power of the voting securities of which are beneficially
     owned by shareholders in substantially the same proportion as their
     ownership of the Company immediately prior to such sale or (ii) to Nestle
     or to an entity controlled by Nestle, or

          (d) during any period of two consecutive years commencing on or after
     January 1, 2002, individuals who, at the beginning of the period,
     constituted the Board (together with any new directors whose election by
     such Board or whose nomination for election by the stockholders of the
     Company was approved by a majority of the directors then still in office
     who were either directors at the beginning of such period or whose election
     or nomination for election was previously so approved) cease for any reason
     to constitute at least a majority of the Board of Directors then in office.

     2.5 "Code" means the U.S. Internal Revenue Code of 1986, as amended.

     2.6 "Committee" means the Compensation Committee of the Board formed to
make recommendations for approval by the Board as a whole, or any successor
Committee or sub-committee of the Board. It is understood throughout this Plan
that the Committee only recommends actions to the Board for approval.

     2.7 "Common Stock" means the registered common stock, CHF 0.20 par value
per share, of the Company.

     2.8 "Company" means Alcon, Inc., and its subsidiaries, successors and
assigns.

     2.9 "Disabled" or "Disability" means permanently and totally disabled
within the meaning of the applicable disability plans of the Company (or its
subsidiary) for the country of residence of the affected individual.

     2.10 "Employee" means any individual, including any officer of the Company,
who is on the active payroll of the Company or a Subsidiary or serves as a
Non-Employee Director of the Company at the relevant time. "Employee" shall not
include any seasonal, independent contractors, leased or temporary employees.

     2.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     2.12 "Fair Market Value" means the closing sales price of a Share as
reported on the Stock Market on the date as of which the determination is being
made or, if no sale of Shares is reported on such date, on the next preceding
day on which there were sales of Shares reported.

     2.13 "Fair Market Value Stock Option" means a Stock Option with the Grant
Price set by the Board at a price per Share equal to the Fair Market Value, as
defined in Section 2.12, of a Share on the date of grant.

                                        2
<PAGE>

     2.14 "GAAP" means U.S. Generally Accepted Accounting Principles.

     2.15 "Grant Price" means the price per share at which Shares may be
purchased under a Stock Option and the price per share used as the base price
for measuring the appreciation, if any, under a Stock Appreciation Right. The
Grant Price shall not be less than the Fair Market Value of the Shares covered
by the Stock Option or Stock Appreciation Right on the date the Stock Option or
Stock Appreciation Right is granted unless specifically approved by the Board.

     2.16 "Incentive Stock Option" means a Stock Option granted under Section
4.5 of the Plan designated by the Board in an Award Certificate to be an
Incentive Stock Option that meets the requirements of (i) Section 422 of the
Code or (ii) the revenue code, and any regulations or rules promulgated
thereunder in the country of the Participant.

     2.17 "Market Price" means the Fair Market Value of a Share on the date a
Stock Option or Stock Appreciation Right is exercised.

     2.18 "Non-Employee Director" means a director of the Company described in
Rule 16(b)-3(b)(3)(i) of the Exchange Act who is not (I) a full-time employee of
Nestle, the Company, or a Subsidiary or (II) a member of the Nestle board of
directors.

     2.19 "Nonqualified Stock Option" means any Stock Option granted under
Section 4.5 of the Plan that is not an Incentive Stock Option.

     2.20 "Participant" means exclusively an Employee of the Company or a
Subsidiary who has been granted an Award under the Plan.

     2.21 "Performance-Based Awards" mean an Award to be earned in whole or in
part according to, and contingent upon, the degree of achievement of Performance
Goals over a Performance Cycle granted under Section 4.8 of the Plan in the form
of cash, Shares or any combination thereof.

     2.22 "Performance Cycle" means, with respect to any Annual Incentive Award,
Performance-Based Award or Other Stock-Based Award granted under the Plan, the
period over which the Company's level of attainment of a Performance Measure
shall be determined.

     2.23 "Performance Goals" mean, with respect to any applicable Award made
pursuant to the Plan, the one or more targets, goals or levels of attainment
required to be achieved in terms of the specified Performance Measure during the
specified Performance Cycle, all as set forth in the related Award Certificate.

     2.24 "Performance Measure" means, with respect to any Annual Incentive
Award, Performance Grant or Other Stock-Based Award granted in connection with a
Performance Cycle, the business criteria recommended by the Committee and
approved by the Board to measure the level of performance of the Company during
such Performance Cycle. The Committee may select for Board approval as the
Performance Measure for a Performance Cycle any Performance Goals and/or one or
combination of the following financial measures, as interpreted by the
Committee, which (to the extent applicable) can be determined either on a pro
forma or GAAP basis, and either pre-tax or after-tax,: Earnings per Share,
Return on Equity, Return on Invested Capital, Relative Total Shareholder Return,
Revenue Growth, Share Performance, Net Income, Return on Sales, Return on
Assets, Economic Value Added, Cash Flow, Cumulative Operating Income (which
shall equal consolidated sales minus cost of goods sold and selling,
administrative and general expense) or other measures subject to review for
compliance with 162(m).

     2.25 "Plan" means the 2002 Alcon Incentive Plan, as set forth in this
document and as may be amended from time to time.

     2.26 "Restricted Stock" means Shares issued under a Restricted Stock Award
pursuant to Section 4.7 that are subject to such restrictions recommended by the
Committee, in its discretion, and approved by the Board.

                                        3
<PAGE>

     2.27 "Restriction Period" means the period during which shares subject to a
Restricted Stock Award are subject to forfeiture or repurchase.

     2.28 "Retirement" means retirement with consent of the Board and (i) at or
after age 55 with no less than ten years of service or (ii) at or after age 62.

     2.29 "Shares" mean shares of Common Stock.

     2.30 "Stock Appreciation Rights" mean the right to an amount (payable in
Shares, in cash, or a combination thereof as the Committee shall recommend and
the Board shall approve) that does not exceed the excess of the Market Price
over the Grant Price for the number of Shares for which the Stock Appreciation
Right is exercised.

     2.31 "Stock Market" means the New York Stock Exchange or other listing
system selected by the Board in its sole discretion on which Shares are listed
or quoted for sale.

     2.32 "Stock Options" mean the right to purchase from the Company a stated
number of Shares at a specified Grant Price. Stock Options Awarded under the
Plan shall be in the form of either Incentive Stock Options or Nonqualified
Stock Options.

     2.33 "Subsidiary" means any corporation or entity in which the Company (i)
directly or indirectly owns or controls stock possessing 50% or more of the
total combined voting power of all classes of stock issued by such corporation
or entity; or (ii) otherwise has the power to determine the election or removal
of a majority of the members of the Board of directors.

     2.34 "Termination of Employment" means the date of cessation of an
Employee's employment relationship with the Company and its Subsidiaries for any
reason, with or without cause as determined by the Company or the relevant
Subsidiary; provided, however, that for purposes of this Plan, an Employee's
employment relationship shall be treated as continuing intact while the Employee
is on military reserve duty, sick leave or other bona fide leave of absence
(such as temporary employment with the Government) that has been approved by the
Company or the relevant Subsidiary to the extent the period of the leave does
not exceed the longer of 90 days or the period the Employee's right to continued
employment and reemployment with the Company or the relevant Subsidiary is
guaranteed either by law or by contract. Employees called for active Military
Duty shall have their employment relationship continued intact for the duration
of their term of required military service. Where the period of leave exceeds
ninety (90) days and where the Employee's right to continued employment and
reemployment is not guaranteed either by slaw or contract, the employment
relationship will be deemed to have terminated on the ninety-first (91st) day of
such leave.

     2.35 "Unit" means a bookkeeping entry used by the Company to record and
account for the grant, settlement or, if applicable, deferral of an Award until
such time as such Award is paid, canceled, forfeited or terminated, as the case
may be, which, except as otherwise specified by the Committee, shall be equal to
one Share.

                                  ARTICLE III

                                 ADMINISTRATION

     3.1 The Committee.  The Plan shall be administered by the Committee, under
the review and approval of the Board. Subject to Section 3.4, the Committee
shall only have the authority to recommend actions and decisions for approval by
the Board. The Board shall have the exclusive authority to approve actions and
decisions made hereunder.

     3.2 Authority of the Committee.  The Committee, subject to approval of the
Board (which approval may be granted ex ante or ex post), shall have authority,
in its sole and absolute discretion and subject to the terms of the Plan, to (1)
interpret the Plan; (2) prescribe such rules and regulations as it deems
necessary for the proper operation and administration of the Plan, and amend or
rescind any existing rules or regulations relating to the Plan; (3) select
employees to receive Awards under the Plan; (4) determine

                                        4
<PAGE>

the form of an Award, the number of Shares subject to an Award, all the terms,
conditions, restrictions and/or limitations, if any, of an Award including,
without limitation, the timing or conditions of exercise or vesting, and the
terms of any Award Certificate; (5) determine whether Awards will be granted
singly, in combination or in tandem; (6) establish and administer Performance
Measures and Performance Goals in connection with Annual Incentive Awards,
Performance-Based Awards or Other Stock-Based Awards granted to Employees under
the Plan, and certify the level of performance attainment for such Performance
Goals; (7) except as provided in Section 4.5(f), waive or amend any terms,
conditions, restrictions or limitations of an Award; (8) in accordance with
Article V, adjust the number of Shares available under the Plan or any Award;
(9) accelerate the vesting, exercise or payment of an Award when such action or
actions would be in the best interest of the Company; (10) provide for the
deferred payment of Awards in Shares and the extent to which such payment shall
be credited with dividend equivalents; (11) determine whether Nonqualified Stock
Options may be transferable to family members, a family trust or a family
partnership; (12) establish such Subplans as the Committee may determine to be
necessary in order to implement and administer the Plan in various countries;
and (13) take any and all other action it deems necessary or advisable for the
proper operation or administration of the Plan. Notwithstanding the foregoing,
Awards made to officers and directors of the Company, as described in Rule 16b-3
of the Exchange Act, shall be approved by the Board in compliance with Rule
16b-3(d)(1) of the Exchange Act.

     3.3 Effect of Determinations.  All determinations of the Board and the
Committee shall be final, binding and conclusive on all persons having an
interest in the Plan.

     3.4 Delegation of Authority.  The Board, in its discretion, may delegate
its authority and duties under the Plan to such other individual, individuals or
committee as it may deem advisable, under such conditions and subject to such
limitations as the Board shall recommend. Notwithstanding the foregoing, only
the Committee shall have the authority to establish and certify Performance
Goals.

     3.5 No Liability.  No member of the Committee or Board, nor any person
acting as a delegate of the Committee or Board in respect of the Plan, shall be
liable for any losses incurred by any person resulting from any action,
interpretation or construction of the Plan.

                                   ARTICLE IV

                                     AWARDS

     4.1 Eligibility.  Except as otherwise provided herein with respect to a
specific form of an Award, all Employees shall be eligible to receive Awards
granted under the Plan.

     4.2 Participation.  The Committee, in its sole discretion, shall recommend
from time to time Participants from those persons eligible under Section 4.1
above to receive Awards under the Plan. Non-Employee Directors shall only be
eligible to receive Non-Qualified Options pursuant to Section 4.5. Nothing in
this Plan shall make Non-Employee Directors eligible for Incentive Stock Options
or any other form of Award.

     4.3 Form of Awards.  Awards granted under the Plan shall be in the form of
Annual Incentive Awards, Stock Options, Stock Appreciation Rights, Restricted
Stock, Performance-Based Awards and Other Equity-Based Awards. Awards shall be
in the form determined by the Board, in its discretion, and shall be evidenced
by an Award Certificate. Awards may be granted singly, in combination or in
tandem with other Awards. The terms and conditions applicable to Annual
Incentive Awards shall be as set forth in Section 4.4. The terms and conditions
applicable to Stock Options shall be as set forth in Section 4.5. The terms and
conditions applicable to Stock Appreciation Rights shall be set forth in Section
4.6. The terms and conditions applicable to Restricted Stock Awards shall be set
forth in Section 4.7. The terms and conditions applicable to Performance-Based
Awards shall be set forth in Section 4.8. The terms and conditions applicable to
Other Equity-Based Awards shall be set forth in Section 4.9.

                                        5
<PAGE>

     4.4 Annual Incentive Awards.  The Board may grant Annual Incentive Awards
under the Plan only to such Employees as the Committee may from time to time
recommend, in such amounts and subject to such terms and conditions as the Board
in its discretion may determine. The Board shall establish a maximum Award that
may be granted for each annual Performance Cycle. Notwithstanding the foregoing,
any Annual Incentive Awards granted to an Employee shall be subject to the
provisions of paragraphs (a) through (e) below:

          (a) Performance Cycles. Annual Incentive Awards for Employees shall be
     granted in connection with a Performance Cycle. The first Performance Cycle
     under the Plan shall commence on January 1, 2002.

          (b) Annual Incentive Participant. Subject to Section 1.2, within 25%
     of the Performance Cycle period, after the commencement of a Performance
     Cycle, the Board shall determine the Employees who shall be eligible to
     receive an Annual Incentive Award for such Performance Cycle.

          (c) Performance Measures. (i) Within 25% of the performance cycle
     period after the commencement of a Performance Cycle, the Board shall fix
     and establish, in writing, (A) the Performance Measure(s) that shall apply
     to such Performance Cycle, (B) an objective formula for computing the
     amount of the Annual Incentive Awards for such Performance Cycle, where the
     amount shall be based upon the attainment of various Performance Goals for
     the applicable Performance Measure(s).

             (ii) Notwithstanding anything to the contrary, the Board may, on a
        case by case basis and in its sole discretion, reduce, but not increase,
        the Annual Incentive Award payable to any Participant with respect to
        any given Performance Cycle (unless the Participant has a vested right
        under applicable employment law to receive the full Award), provided,
        however, that no such reduction shall result in an increase to any other
        Employee.

             (iii) The maximum dollar amount (or dollar value) payable to any
        Participant for a single Performance Cycle in respect of an Annual
        Incentive Award shall be $3.0 million, including deferred amounts

          (d) Payment of Annual Incentive Awards; Certification. No Annual
     Incentive Award shall be paid to a Participant under this Section unless
     and until the Committee certifies in writing the level of attainment of the
     applicable Performance Goals for the applicable Performance Cycle and
     Participants shall not have any right or claim whatsoever for payment of
     any Award until the Committee has made such certification in writing.

          (e) Form of Payment. Annual Incentive Awards shall be paid in the form
     of cash, Shares or any combination thereof; provided, however, that the
     Board shall determine the form of payment of any Annual Incentive Awarded
     to a Participant within ninety (90) days after the commencement of the
     applicable Performance Cycle. Deferrals may be allowed upon approval of the
     Board

     4.5 Stock Option Awards.  Stock Options granted under the Plan shall, at
the discretion of the Board, be in the form of either Nonqualified Stock
Options, Incentive Stock Options or a combination of the two, subject to the
restrictions set forth in paragraph (e) below. Where both a Nonqualified Stock
Option and an Incentive Stock Option are granted to a Participant at the same
time, such Awards shall be deemed to have been granted in separate grants, shall
be clearly identified, and in no event will the exercise of one such Award
affect the right to exercise the other Award. The Board shall designate the form
of the Stock Option at the time of grant and such form shall be specified in the
Award Certificate. Stock Options shall be subject to the following terms and
conditions:

          (a) Number of Shares. The Board may grant Stock Options to a
     Participant in such amounts as the Board may determine, subject to the
     limitations set forth in Section 5.1 of the Plan. The number of Shares
     subject to a Stock Option shall be set forth in the applicable Award
     Certificate. The maximum number of Shares subject to Stock Options that may
     be issued to any Participant during any calendar year shall not exceed
     750,000.

                                        6
<PAGE>

          (b) Grant Price. The Grant Price, as determined by the Board shall be
     set forth in the applicable Award Certificate.

          (c) Term and Timing of Exercise. Each Stock Option granted under the
     Plan shall be exercisable in whole or in part, subject to the following
     conditions, limitations and restrictions:

             (i) Unless the applicable Award Certificate provides otherwise,
        each Stock Option shall become exercisable in full on the third
        anniversary of the date of grant;

             (ii) Unless an applicable Subplan or an applicable Award
        Certificate provides a different period, each Stock Option shall lapse
        on the tenth anniversary of the date of grant,

             (iii) The Board may, on a case by case basis, provide in an Award
        Certificate that the Stock Options subject to the Award shall become
        immediately exercisable upon a Change-of-Control;

             (iv) All Stock Options granted to a Participant shall become
        immediately exercisable upon the death or permanent Disability of the
        Participant and must be exercised within 60 months after such
        Participant's death or Disability, but in no event after the date such
        Stock Options would otherwise lapse, by the Participant or, in the event
        of his death, by the Participant's estate or by the person given
        authority to exercise such Stock Options by the Participant's will or by
        operation of law. In the event a Stock Option is exercised by the
        executor or administrator of a deceased Participant, or by the person or
        persons to whom the Stock Option has been transferred by the
        Participant's will or the applicable laws of descent and distribution,
        the Company shall be under no obligation to deliver Shares thereunder
        unless and until the Board is satisfied that the person or persons
        exercising the Stock Option is or are the duly appointed executor(s) or
        administrator(s) of the deceased Participant or the person to whom the
        Stock Option has been transferred by the Participant's will or by the
        applicable laws of descent and distribution;

             (v) Except as otherwise provided in Section 7.3, upon an Employee's
        Termination of Employment, for any reason other than death, Disability
        or Retirement, all Stock Options that have not become exercisable as of
        the date of termination shall be forfeited. If the Participant's
        termination constitutes a Retirement, all Stock Options shall become
        vested and exercisable for the full length of the remaining term. Except
        as, determined by the Board and set forth in the applicable Award
        Certificate, for all other methods of termination, to the extent that
        Stock Options have become exercisable as of such date, such Stock
        Options shall expire as of 30 days after such termination or the
        earliest date permitted by law if the law requires greater than 30 days.
        In those jurisdictions where forfeiture is not permitted, the Company
        shall have the right to call Stock Options at a price of CHF 0.01 per
        outstanding Stock Option held by the Participant; and

             (vi) Notwithstanding the foregoing, the Board may, in its
        discretion, set forth in the applicable Award Certificate vesting
        schedules and time periods for permitted exercise that differ from those
        provided herein, provided, however, that in no event shall the Board
        provide in an Award Certificate for the exercise of any portion of a
        Stock Option before the six-month anniversary of Award, or after the
        tenth anniversary of the date of grant of such Stock Option.

          (d) Payment of Exercise Price. The applicable Grant Price shall be
     paid in full when any portion of the Stock Option is exercised and Shares
     shall be issued to the Participant only upon receipt of such payment.
     Payment of the Grant Price may be made in cash or by certified check, bank
     draft, wire transfer, or postal or express money order to the account of a
     Swiss bank held in favor of the Company. In addition, at the discretion of
     the Board, payment of all or a portion of the Grant Price may be made by

             (i) Delivering a properly executed exercise notice to the Company,
        or its agent, together with irrevocable instructions to a broker to
        deliver promptly to the account of a Swiss bank held in favor of the
        Company the amount of sale or loan proceeds with respect to the portion
        of the

                                        7
<PAGE>

        Shares to be acquired upon exercise having a Fair Market Value on the
        date of exercise equal to the sum of the applicable portion of the Grant
        Price being so paid;

             (ii) Tendering (actually or by attestation) to the Company
        previously acquired Shares that have been held by the Participant for at
        least six months having a Fair Market Value on the day prior to the date
        of exercise equal to the applicable portion of the Grant Price being so
        paid; or

             (iii) any combination of the foregoing.

          (e) Incentive Stock Options. Incentive Stock Options granted under the
     Plan shall be subject to the following additional conditions, limitations
     and restrictions:

             (i) Eligibility.  Incentive Stock Options may only be granted to
        Employees of the Company or its Subsidiaries other than individuals who
        are Employees solely in their capacity as Non-Employee Directors. In no
        event may an Incentive Stock Option be granted to an Employee who owns
        stock possessing more than 10% of the total combined voting power of all
        classes of stock of the Company.

             (ii) Timing of Grant.  No Incentive Stock Option shall be granted
        under the Plan after the 10-year anniversary of the date the Plan is
        adopted by the Board or, if earlier, the date the Plan is approved by
        the Company's shareholders pursuant to Section 1.2.

             (iii) Amount of Award.  The aggregate Fair Market Value on the date
        of grant of the Shares with respect to which such Incentive Stock
        Options first become exercisable during any calendar year under the
        terms of the Plan for any Participant may not exceed $100,000. For
        purposes of this $100,000 limit, the Participant's Incentive Stock
        Options under this Plan and all Plans maintained by the Company shall be
        aggregated. To the extent any Incentive Stock Option first becomes
        exercisable in a calendar year and such limit would be exceeded, the
        portion of such Incentive Stock Option that shall thereafter be treated
        as a Nonqualified Stock Option for all purposes of the Plan shall be
        determined in accordance with the rules applicable to Incentive Stock
        Options and the IRS rulings.

             (iv) Timing of Exercise.  In the event that the Board permits an
        Incentive Stock Option to be exercised by a Participant more than 30
        days after the Participant's Termination of Employment and such exercise
        occurs more than three months after such Participant has ceased being an
        Employee (or more than 12 months after the Participant is Disabled),
        such Incentive Stock Option shall thereafter be treated as a
        Nonqualified Stock Option for all purposes.

             (v) Transfer Restrictions.  In no event shall the Board permit an
        Incentive Stock Option to be transferred by a Participant other than by
        will or the laws of descent and distribution, and any Incentive Stock
        Option granted hereunder shall be exercisable, during his or her
        lifetime, only by the Participant.

          (f) No Repricing.  Except as otherwise provided in Section 5.3, in no
     event shall the Board decrease the Grant Price of a Stock Option after the
     date of grant or cancel outstanding Stock Options and grant to Participants
     holding such cancelled Stock Options within six months of such cancellation
     replacement Stock Options with a lower Grant Price without, in either case,
     first obtaining the approval of the shareholders in the manner described in
     Section 1.2.

     4.6 Stock Appreciation Rights.  The Board may grant Stock Appreciation
Rights that provide Participants with the opportunity to receive the
appreciation over the Grant Price for the number of Shares specified in the
applicable Award Certificate

          (a) Amount of Award.

          The Board may grant Stock Appreciation Rights to a Participant in such
     amounts as the Board determines, subject to the limitations set forth in
     Section 5.1 of the Plan. The number of Shares subject to Stock Appreciation
     Rights shall be set forth in the applicable Award Certificate. The

                                        8
<PAGE>

     maximum number of Shares subject to Stock Appreciation Rights that may be
     granted to any Participant during any calendar year shall not exceed
     750,000.

          Upon exercise of a Stock Appreciation Right, the Participant shall be
     entitled to a payment equal to the difference between the Grant Price and
     the Fair Market Value of the applicable number of Shares on the date of
     exercise.

          (b) Term and Timing of Exercise.

          Each Stock Appreciation Right granted under the Plan shall be
     exercisable in whole or in part, subject to the following conditions,
     limitations and restrictions:

             (i) Unless the applicable Award Certificate provides otherwise, the
        Stock Appreciation Right shall be fully exercisable on the third
        anniversary of the date of grant;

             (ii) Unless an applicable subplan or an applicable Award
        Certificate provides a different period, Stock Appreciation Rights shall
        lapse 10 years after the date of grant;

             (iii) The Board may, on a case by case basis, provide in an Award
        Certificate that the Stock Appreciation Rights subject to the Award
        shall become immediately exercisable upon a Change-of-Control;

             (iv) The value of Stock Appreciation Rights shall be settled in any
        combination of cash or shares, as determined by the Board;

             (v) All Stock Appreciation Rights granted to a Participant shall
        become immediately exercisable upon the death or Disability of the
        Participant and must be exercised within 60 months after such
        Participant's death or Disability, but in no event after the date such
        Stock Appreciation Rights would otherwise lapse, by the estate or by the
        person given authority to exercise such Stock Appreciation Rights by the
        Participants will or by operation of law. In the event a Stock
        Appreciation Right is exercised by the executor or administrator of a
        deceased Participant, or by the person or persons to whom the Stock
        Appreciation Right has been transferred by the Participant's will or the
        applicable laws of descent and distribution, the Company shall be under
        no obligation to make payment thereunder unless and until the Board is
        satisfied that the person or persons exercising the Stock Appreciation
        Right is or are the duly appointed executor(s) or administrator(s) of
        the deceased Participant or the person to whom the Stock Appreciation
        Right has been transferred by the Participant's will or by the
        applicable laws of descent and distribution;

             (vi) Except as otherwise provided in Section 7.3, upon a
        Participant's Termination of Employment, for any reason other than
        death, Disability or Retirement, all Stock Appreciation Rights that have
        not become exercisable as of the date of termination shall be forfeited.
        If the Participant's termination constitutes a Retirement, all Stock
        Appreciation Rights shall become vested and exercisable for the full
        length of the remaining term. Except as determined by the Board and set
        forth in the applicable Award Certificate, for all other methods of
        termination, to the extent that Stock Appreciation Rights have become
        exercisable as of such date, such Stock Appreciation Rights shall expire
        as of 30 days after such termination or the earliest date permitted by
        law if the law requires greater than 30 days;

             (vii) Notwithstanding the foregoing, the Board may, on its
        discretion, set forth in the applicable Award Certificate vesting
        schedules and time periods for permitted exercise that differ from those
        provided herein; provided, however, that in no event shall the Board
        provide in an Award Certificate for the exercise of any portion of a
        Stock Appreciation Right before the six-month anniversary of Award, or
        after the tenth anniversary of the date of grant of such Stock
        Appreciation Right.

     4.7 Restricted Stock.  A Restricted Stock Award is the transfer of shares
to an Employee, subject to such terms and conditions as the Board shall deem
appropriate, including, without limitation, restrictions

                                        9
<PAGE>

on the sale, assignment, transfer or other disposition of such shares and the
requirement that the Employee shall forfeit such shares back to the Company
without payment or shall be obligated to sell and the Company shall be entitled
to buy from the Participant such shares at a price of CHF 0.01 per share, as
legislation requires, in each case (i) upon Termination of Employment for any
reason other than death or Disability prior to the end of the Restriction
Period, (ii) if any specified Performance Goals are not achieved during a
specified Performance Cycle, or (iii) if such other conditions as the Board may
specify at the time of grant are not satisfied.

          (a) Eligibility and Limitations.  Any officer of the Company and any
     other key Employee of the Company or a Subsidiary selected by the Board may
     receive a Restricted Stock Award. The Board, in its sole discretion, shall
     determine whether a Restricted Stock Award shall be made, the Employee to
     receive the Restricted Stock Award, and the conditions and restrictions
     imposed on the Restricted Stock Award. The Board may grant Restricted Stock
     to an Employee in such amounts as the Board may determine, subject to the
     limitations set forth in Section 5.1 of the Plan. The maximum number of
     Shares that may be issued to any Participant as Restricted Stock during any
     calendar year shall not exceed 200,000.

          (b) Restriction Period.  Each Award Certificate shall specify the
     conditions upon which restrictions applicable to Restricted Stock Awards
     shall lapse, including, without limitations, conditions related to the
     continued employment of a Participant or the achievement of Performance
     Goals during a Performance Cycle, by the Company or its Subsidiaries until
     a specified date.

          (c) Restrictions.  The following restrictions and conditions shall
     apply to each Restricted Stock Award during the Restriction Period: (i) the
     Participant shall not be entitled to physical delivery of the shares until
     the lapse of the Restriction Period; (ii) the Participant may not sell,
     assign, transfer, pledge, hypothecate, encumber or otherwise dispose of or
     realize on the shares subject to the Restricted Stock Award; and (iii) the
     shares subject to a Restricted Stock Award shall be forfeited to the
     Company if the Participant for any reason other than death or Disability
     ceases to be an Employee prior to the end of the Restriction Period, except
     due to circumstances specified in the related Award Certificate or
     otherwise approved by the Board. The Board may, in its sole discretion,
     include such other restrictions and conditions as it may deem appropriate.
     In those jurisdictions where forfeiture is not permitted, the Company shall
     have the right to call, and the Participants shall be required to sell,
     shares subject to a Restricted Stock Award at a price of CHF 0.01 per
     share. The Board shall have authority to designate vesting requirements in
     grants of Restricted Stock specific to a Participant.

          (d) Acceleration of Restrictions.  Notwithstanding the foregoing, the
     Restriction Period applicable to all shares subject to the Restricted Stock
     Award shall immediately expire and such shares shall become vested and
     nonforfeitable upon the death or Disability of the Participant. The Board
     may, on a case by case basis, provide in the Award Certificate that the
     Restriction Period applicable to all shares subject to the Restricted Stock
     Award shall immediately expire and such shares shall become vested and
     nonforfeitable upon a change-of-control. In case of Participant's
     Retirement, the Restriction Period applicable to all shares of Restricted
     Stock expire and such shares shall become vested and nonforfeitable at the
     earlier of (a) Retirement, or (b) the end of Restriction Period. Section
     4.10 shall govern Restricted Stock Awards made in connection with
     conversion of phantom shares.

          (e) Delivery of Restricted Stock.  Upon expiration of the Restriction
     Period and if all conditions have been satisfied and any applicable
     Performance Goals attained, the shares will be delivered to the
     Participant, subject to satisfaction of applicable withholding tax
     requirements, free of all restrictions; provided, that the Board may, in
     its discretion, require (i) the further deferral of any shares subject to a
     Restricted Stock Award beyond the initially specified Restriction Period,
     (ii) that the shares subject to a Restricted Stock Award be retained by the
     Company, or (iii) that the Participant receive a cash payment in lieu of
     delivery of the applicable shares.

                                        10
<PAGE>

          (f) Legend.  In order to enforce any restrictions that the Board may
     impose on shares subject to a Restricted Stock Award, the Committee shall
     cause a legend or legends setting forth a specific reference to such
     restrictions to be placed on all certificates for shares subject to
     Restricted Stock Awards. Subject to Section 4.7(e) as restrictions are
     released, a new certificate, without the legend, for the number of shares
     with respect to which restrictions have been released shall be issued and
     upon request by the Participant, shall be delivered to the Participant as
     soon as possible thereafter.

     4.8 Performance-Based Awards.

          (a) Eligibility and Terms.  The Board may grant to officers of the
     Company and other key Employees of the Company and its Subsidiaries the
     prospective contingent right, expressed in Units, to receive payments of
     shares, cash or any combination thereof, with each Unit equivalent in value
     to one share, or equivalent to such other value or monetary amount as may
     be designated or established by the Board ("Performance-Based Awards"),
     Performance-Based Awards shall be earned by Participants only if specified
     Performance Goals are satisfied in the applicable Performance Cycle. The
     Board shall, in its sole discretion, determine the officers of the Company
     and other key Employees eligible to receive Performance-Based Awards. At
     the time each Performance Grant is made, the Board shall establish the
     applicable Performance Cycle, the Performance Measure and Performance Goals
     in respect of such Performance Based Award. The number of shares and/or the
     amount of cash earned and payable in settlement of a Performance Based
     Award shall be determined by the Committee at the end of the Performance
     Cycle.

          (b) Limitations on Grants and Awards.  The Board may grant
     Performance-Based Awards to a Participant in such amounts as the Board may
     determine, subject to the limitations set forth in Section 5.1 of the Plan.
     The maximum dollar amount (or dollar value) payable to any Participant in
     respect of a Performance-Based Award in any calendar year shall be $3.0
     million.

          (c) Performance Goals, Performance Measures and Performance
     Cycles.  The Award Certificate for each Performance Based Award shall
     provide that, in order for a Participant to earn all or a portion of the
     Units subject to such Performance Based Award, the Company must achieve
     certain Performance Goals over a designated Performance Cycle having a
     minimum duration of one year. The Performance Goals and Performance Cycle
     shall be established by the Board in its sole discretion. The Board shall
     establish a Performance Measure for each Performance Cycle for determining
     the portion of the Performance-Based Award, which will be earned or
     forfeited, based on the extent to which the Performance Goals are achieved
     or exceeded. In setting Performance Goals, the Board shall use a
     Performance Measure as defined Article II of this document. Performance
     Goals may include minimum, maximum and target levels of performance, with
     the size of the Performance Based Award based on the level attained. Once
     established by the Board and specified in the Award Certificate, and if and
     to the extent provided in or required by the Award Certificate, the
     Performance Goals and the Performance Measure in respect of any
     Performance-Based Award (or any Restricted Stock Grant or Stock-Based Award
     that requires the attainment of Performance Goals as a condition to the
     Award) shall not be changed other than as required by changes in U.S. GAAP.
     The Board may, in its discretion, eliminate or reduce (but not increase)
     the amount of any Performance-Based Award (or Restricted Stock or
     Stock-Based Award) that otherwise would be payable to a Participant upon
     attainment of the Performance Goal(s) unless the Participant has a vested
     right under applicable employment law to receive the full Award.

          (d) Form of Grants.  Performance-Based Awards may be made on such
     terms and conditions not inconsistent with the Plan, and in such form or
     forms, as the Board may from time to time approve. Performance-Based Awards
     may be made alone, in addition to in tandem with, or independent of other
     grants and Awards under the Plan. Subject to the terms of the Plan, the
     Board shall, in its discretion, determine the number of Units subject to
     each Performance Grant made to a Participant and the Board may impose
     different terms and conditions on any particular Performance-Based Award
     made to any Participant. The Performance Goals, the Performance Cycle and
     the

                                        11
<PAGE>

     Performance Measure applicable to a Performance Grant shall be set forth in
     the relevant Award Certificate.

          (e) Payment of Awards.  Each Participant shall be entitled to receive
     payment in an amount equal to the aggregate Fair Market Value (if the Unit
     is equivalent to a share), or such other value as the Board shall specify,
     of the Units earned in respect of such Performance Award. Payment in
     settlement of a Performance-Based Award may be made in shares, in cash, or
     in any combination of shares and cash, and at such time or times, as the
     Board, in its discretion, shall determine.

     4.9 Other Stock-Based Awards.

          (a) Eligibility.  The Board may, from time to time, grant to an
     Employee Awards (other than Annual Incentive Awards, Stock Options, Stock
     Appreciation Rights, Restricted Stock or Performance-Based Awards) under
     Section 4.9 that consist of, or are denominated in, payable in, valued in
     whole or in part by reference to, or otherwise based on or related to,
     shares. These Awards may include, among other things shares, Restricted
     Stock Options, phantom or hypothetical shares and share units. The Board
     shall determine, in its discretion, the terms, conditions, restrictions and
     limitations, if any, that shall apply to Awards granted pursuant to this
     Section 4.9, including whether dividend equivalents shall be credited with
     respect to any Award, which terms, conditions, restrictions and/or
     limitations shall be set forth in the applicable Award Certificate.

          (b) Limitations on Grants and Awards.  The Board may grant Other
     Stock-Based Awards to a Participant in such amounts as the Board may
     determine, subject to the limitations set forth in Section 5.1 of the Plan.
     The maximum dollar amount (or dollar value) payable to any Participant in
     respect of a Other Stock-Based Award in any calendar year shall be $3.0
     million.

     4.10 Phantom Stock Conversion.  The Company sponsors the 1994 Phantom Stock
Plan pursuant to which eligible employees were granted deferred phantom stock
units that are paid out over time. The Board may permit certain Employees to
convert their outstanding phantom stock units into shares of Restricted Stock
and also grant Stock Options to any such person electing to convert. The Board
shall determine the terms and conditions of such conversion and of the related
Awards made hereunder. Any Awards of Restricted Stock or Stock Options made
under this Section 4.10 shall not count against the limits set forth in Section
4.5(a) and 4.7(a). In addition, Restricted Stock Awards granted under this
Section 4.10 shall not be subject to any restrictions of the types described in
clauses (ii) or (iii) of the first paragraph of Section 4.7. Stock Options
granted under this Section 4.10 shall not be subject to the same vesting
conditions described in Section 4.5(c)(i). Stock Options granted under this
Section 4.10 shall vest under the conditions set forth in the applicable Award
Certificate. Any Awards of Restricted Stock or Stock Options made under this
Section 4.10 shall only be made after the effective date of this Plan.

     4.11 Code Section 162(m).  It is the intent of the Company, that Awards
granted under the Plan satisfy, and that Article IV be interpreted in a manner
that satisfies, the requirements of Code Section 162(m) and the regulations
thereunder, if applicable, so that the Company's tax deduction for Awards is not
disallowed in whole or in part by operation of Code Section 162(m). If any
provision of this Plan or of any Award would otherwise frustrate or conflict
with such intent, that provision shall be interpreted and deemed amended so as
to avoid such conflict.

                                   ARTICLE V

                    SHARES SUBJECT TO THE PLAN; ADJUSTMENTS

     5.1 Shares Available.  Subject to adjustment in accordance with Section
5.3, the total number of Shares with respect to which Awards may be issued under
the Plan shall not exceed in the aggregate 30 million Shares; the number of
Shares delivered pursuant to the exercise of Stock Options or delivered after
the lapse of a Restriction Period shall not exceed 10% of the total number of
Shares issued and outstanding at the time such shares are delivered.

                                        12
<PAGE>

     5.2 No Registration Rights.  The Company may, but shall not be obligated
to, register or qualify the sale of shares under the Securities Act or any other
applicable law. The Company shall not be obligated to take any affirmative
action in order to cause the sale of shares under this Agreement to comply with
any law.

     5.3 Restrictions on Transfer -- Securities Law Restrictions.  Regardless of
whether the offering and sale of shares under the Plan have been registered
under the Securities Act or have been registered or qualified under the
securities laws of any country, the Company at its discretion may impose
restrictions upon the sale, pledge or other transfer of such shares (including
the placement of appropriate legends on stock certificates or the imposition of
stop-transfer instructions) if, in the judgment of the Company, such
restrictions are necessary or desirable in order to achieve compliance with the
Exchange Act, the securities laws of any country or any other law.

     5.4 Counting Rules.  For purposes of determining the number of shares
remaining available under the Plan, only Awards payable in shares or Awards in
Stock Options the terms of which allow for physical delivery of shares shall be
counted. Any shares related to Awards, which terminate by expiration,
forfeiture, cancellation or otherwise without issuance of shares, or are settled
in cash in lieu of shares, shall be available again for issuance under the Plan.
In the event shares are tendered or withheld in payment of all or part of the
Exercise Price of a Stock Option, or in satisfaction of the withholding
obligations thereunder, the shares so tendered or withheld shall become
available for issuance under the Plan. An outstanding Stock Appreciation Right
shall not be taken into account in determining the aggregate number of shares
with respect to which Stock Options may thereafter be granted.

     5.5 Adjustments.  In the event of a change in the outstanding shares by
reason of any stock split, consolidation of shares, dividend or other
distribution (whether in the form of cash, shares, other securities or other
property), extraordinary cash dividend, recapitalization, merger, consolidation,
split-up, spin-off, reorganization, combination, repurchase or exchange of
shares or other securities, the exercisability of stock purchase rights received
under the Award Agreement, the issuance of warrants or other rights to purchase
shares or other securities, or other similar corporate transaction or event, if
the Board shall determine, in its sole discretion, that, in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, such transaction or event equitably requires an
adjustment in the number or kind of shares that may be issued under the Plan, in
the number or kind of shares subject to an outstanding Award, or in the Grant
Price of a Stock Option, Stock Appreciation Right or other Award, such
adjustment shall be made by the Committee and shall be conclusive and binding
for all purposes under the Plan. Notwithstanding the foregoing, no adjustments
shall be made with respect to Awards to the extent such adjustment would cause
the Award to fail to qualify as performance-based compensation under Section
162(m) of the Code.

     5.6 Consolidation, Merger or Sale of Assets.  Upon the occurrence of (i) a
merger, consolidation, acquisition of property or stock, reorganization or
otherwise involving the Company in which the Company is not to be the surviving
corporation, (ii) a merger, consolidation, acquisition of property or stock,
reorganization or otherwise involving the Company in which the Company is the
surviving corporation but holders of shares receive securities of another
corporation, or (iii) a sale of all or substantially all of the Company's assets
(as an entirety) or capital stock to another person, any Award granted hereunder
shall be deemed to apply to the securities, cash or other property (subject to
adjustment by cash payment in lieu of fractional interests) to which a holder of
the number of shares equal to the number of shares the Participant would have
been entitled, and proper provisions shall be made to ensure that this clause is
a condition to any such transaction; provided, however, that in the event of a
transaction described in this Section 5.6 or a Change-of-Control, the Board
shall, in its discretion, have the power to either:

          (a) provide, upon written notice to Participants, that all Awards that
     are currently exercisable must be exercised within the time period
     specified in the notice and that all Awards not exercised as of the
     expiration of such period shall be terminated without consideration; or

                                        13
<PAGE>

          (b) cancel any or all Awards and, in consideration of such
     cancellation, pay to each Participant an amount in cash with respect to
     each Share issuable under an Award equal to the difference between the Fair
     Market Value of such Share on such date and the Exercise Price, if any; or

          (c) provide for the immediate vesting and exercisablilty of all Stock
     Options and Stock Appreciation Rights, removal of all restrictions on
     outstanding Restricted Stock, Performance-Based Awards and other Stock
     Based Awards, and vest and pay (on a pro-rata basis) all outstanding
     incentive Awards.

     5.7 Fractional Shares.  No fractional shares shall be issued under the
Plan. In the event that a Participant acquires the right to receive a fractional
share under the Plan, such Participant shall receive, in lieu of such fractional
share, cash equal to the Fair Market Value of the fractional share as of the
date of settlement.

                                   ARTICLE VI

                           AMENDMENT AND TERMINATION

     6.1 Amendment.  The Plan may be amended at any time and from time to time
by the Board without the approval of shareholders of the Company, except that no
amendment that increases the aggregate number of Shares may be issued pursuant
to the Plan shall be effective unless and until the same is approved by the
shareholders of the Company. No amendment of the Plan shall adversely affect any
right of any Participant with respect to any Award theretofore granted without
such Participant's written consent.

     6.2 Termination.  The Plan shall terminate upon the earlier of the
following dates or events to occur:

          (a) the adoption of a resolution of the Board terminating the Plan; or

          (b) the tenth anniversary of the date of the Company's 2002 Annual
     Meeting of Stockholders

No Awards shall be granted under this Plan after it has been terminated.
However, the termination of the Plan shall not alter or impair any of the rights
or obligations of any person, without such person's consent, under any Award
theretofore granted under the Plan. After the termination of the Plan, any
previously granted Awards shall remain in effect and shall continue to be
governed by the terms of the Plan and the applicable Award Certificate.

                                  ARTICLE VII

                               GENERAL PROVISIONS

     7.1 Nontransferability of Awards.  Except as otherwise provided in this
Section 7.1, no Awards under the Plan shall be subject in any manner to
alienation, anticipation, sale, assignment, pledge, encumbrance or transfer,
other than by will or by the laws of descent or distribution, by the Participant
and no other persons shall otherwise acquire any rights therein. Nothing in the
preceding sentence, however, shall bar the transfer of an Award (other than an
Incentive Stock Option) to a Participant's spouse pursuant to a qualified
domestic relations order (QDRO) as defined by Section 414(p) of the Code or
Section 206(d) of the Employee Retirement Income Security Act of 1974, as
amended. During the lifetime of a Participant, Stock Options (except for
Nonqualified Stock Options that are transferable pursuant to subparagraphs (a)
and (b) below) shall be exercisable only by the Participant and shall not be
assignable or transferable except as provided above.

          (a) In the case of a Nonqualified Stock Option, the Board may, in its
     sole discretion, provide in the applicable Award Certificate that all or
     any part of such Nonqualified Stock Option may, subject to the prior
     written consent of the Board, be transferred to one or more of a following
     classes of donees: family member, a trust for the benefit of a family
     member, a limited partnership whose partners are solely family members or
     any other legal entity set up for the benefit of family members. For
     purposes of this Section 7.1, a family member means a Participant's spouse,
     children,

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<PAGE>

     grandchildren, parents, grandparents (natural, step, adopted, or in-laws),
     siblings, nieces, nephews and grandnieces and grandnephews.

          (b) Except as otherwise provided in the applicable Award Certificate,
     any Nonqualified Stock Option transferred by a Participant pursuant to sub
     paragraph (a) above may be exercised by the transferee only to the extent
     such Nonqualified Stock Option would have been exercisable by the
     Participant had no transfer occurred. Any such transferred Nonqualified
     Stock Option shall be subject to all of the same terms and conditions as
     provided in the Plan and in the applicable Award Certificate. The
     Participant or the Participant's estate shall remain liable for any
     withholding or other tax which may be imposed by any federal, state or
     local tax authority and the transfer of shares upon exercise of such
     Nonqualified Stock Option shall be conditioned on the payment of such
     withholding or other tax. The Board may, in its sole discretion, withhold
     its consent to all or a part of any transfer of a Nonqualified Stock Option
     pursuant to this Section 7.1 unless and until the Participant makes
     arrangements satisfactory to the Board for the payment of any such
     withholding tax. The Participant must immediately notify the Board, in such
     form and manner as required by the Committee, of any proposed transfer of a
     Nonqualified Stock Option pursuant to this Section and no such transfer
     shall be effective until the Board consents thereto in writing.

          (c) Anything in this Section 7.1 to the contrary notwithstanding, in
     no event may the Committee permit an Incentive Stock Option to be
     transferred by any Participant other than by will or the laws of descent
     and distribution.

     7.2 Withholding of Taxes.  (a) Stock Options.  As a condition to the
delivery of any shares pursuant to the exercise of a Stock Option, the Committee
may require that the Participant, at the time of such exercise, pay to the
Company by cash or by certified check, bank draft, wire transfer or postal or
express money order an amount sufficient to satisfy any applicable tax
withholding obligations. The Board may, however, in its discretion, accept
payment of tax withholding obligations through any of the Exercise Price payment
methods described in Section 4.5(d). In addition, the Board may, in its
discretion, permit payment of tax withholding obligations to be made by
instructing the Company to withhold shares that would otherwise be issued on
exercise having a Fair Market Value on the date of exercise equal to the
applicable portion of the tax withholding obligations being so paid.
Notwithstanding the foregoing, in no event may any amount greater than the
minimum statutory withholding obligation be satisfied by tendering or
withholding shares.

     (b) Restricted Stock.  The Company shall satisfy tax withholding
obligations arising in connection with the release of restrictions on shares of
Restricted Stock by withholding shares that would otherwise be available for
delivery upon such release having a Fair Market Value on the date of release
equal to the minimum statutory withholding obligation.

     (c) Other Awards.  Notwithstanding the above, in most jurisdictions all
non-stock based Performance-Based Awards will require the reporting of income
and withholding of appropriate taxes. Wherever and whenever such reporting and
withholding is required, the Company will fully comply by reporting all income
as defined in the jurisdiction and withholding and submitting all required taxes
levied against said income.

     7.3 Special Forfeiture Provision.  The Board may, at its discretion,
provide in an Award Certificate that a Stock Option or Restricted Stock Award
granted to any Participant who, without prior written approval of the Company,
enters into any employment or consultation arrangement (including service as an
agent, partner, stockholder, consultant, officer or director) to any entity or
person engaged in any business in which the Company or its affiliates is engaged
which, in the sole judgment of the Company, is competitive with the Company or
any subsidiary or affiliate, (i) shall forfeit all rights under any outstanding
Stock Option and shall return to the Company the amount of any profit realized
upon the exercise, within such period as the Committee may determine, of any
Stock Option and (ii) shall forfeit and return to the Company all shares of
Restricted Stock (or the equivalent thereof) which are not then vested or which
would not have vested but for an acceleration event (such as Retirement), but
with respect to the latter, the amount forfeited is limited to the amount that
would have vested in the ordinary course after the date such Participant engaged
in such conduct. In jurisdictions where forfeiture is not

                                        15
<PAGE>

permitted under applicable law, the Company shall have the right to repurchase,
and the Participant shall have the obligation to sell and deliver, any and all
Stock Options and Shares held by the Participant in each case at a price of CHF
0.01 per Share and CHF 0.01 per Stock Option; in this event, the Participant
authorizes the Company to perform on his or her behalf all actions necessary to
transfer ownership of the Shares and/or Stock Options back to the Company.

     7.4 Code Section 83(b) Elections.  Neither the Company, nor the Board shall
have any responsibility in connection with a Participant's election, or attempt
to elect, under Code Section 83(b) to include the value of a Restricted Stock
Award in the Participant's gross income for the year of payment. Any Participant
who makes a Code Section 83(b) election with respect to any such Award shall
promptly notify the Committee of such election and provide the Committee with a
copy thereof.

     7.5 No Implied Rights.  The establishment and subsequent operation of the
Plan, including eligibility as a Participant, shall not be construed as
conferring any legal or other right upon any Employee for the continuation or
his or her employment, for any Performance Cycle or any other period. The
Company expressly reserves the right, which may be exercised at any time and
without regard to when, during a Performance Cycle or other accounting period,
such exercise occurs, to discharge any individual and/or treat him or her
without regard to the effect which such treatment might have upon him or her as
a Participant in the Plan.

     7.6 No Obligation to Exercise Options.  The granting of a Stock Option
shall impose no obligation upon the Participant to exercise such Stock Option.

     7.7 No Rights as Stockholders.  A Participant granted an Award under the
Plan shall have no rights as a stockholder of the Company with respect to such
Award unless and until such time as the shares underlying the Award are
registered in such Participant's name or in the name of a custodian or nominee
holding such shares to the benefit of such Participant. The right of any
Participant to receive an Award by virtue of participation in the Plan shall be
no greater than the right of any unsecured general creditor of the Company.

     7.8 Indemnification of Board.  The Company shall indemnify, to the full
extent permitted by law, each person made or threatened to be made a party to
any civil or criminal action or proceeding by reason of the fact that he, or his
testator or intestate, is or was a member of the Board or a delegate of the
Board so acting.

     7.9 No Required Segregation of Assets.  The Company shall not be required
to segregate any assets that be at any time be represented by Awards granted
pursuant to the Plan.

     7.10 Nature of Payments.  All Awards made pursuant to the Plan are in
consideration of services for the Company. Any gain realized pursuant to Awards
under the Plan constitutes a special incentive payment to the Participant and
shall not be taken into account as compensation for purposes of any of the
employee benefit plans of the Company.

     7.11 Securities Exchange Act Compliance.  Awards under the Plan are
intended to satisfy the requirements of Rule 16b-3 under the Exchange Act. If
any provision or this Plan or of any grant of an Award would otherwise frustrate
or conflict with such intent, that provision shall be interpreted and deemed
amended so as to avoid such conflict.

     7.12 Call Option of the Company.  Wherever this Plan refers to a call
option of the Company relating to Shares or Stock Options Awarded to a
Participant, the Participant shall be deemed to consent to all actions the
Company may take which are necessary to transfer title to such Shares or Stock
Options from the Participant to the Company, and the Company may execute all
necessary documents and take all necessary actions on its behalf and on behalf
of the Participant to give effect to such transfer.

     7.13 Governing Law; Severability.  The Plan and all determinations made and
actions taken thereunder shall be governed by the substantive laws of
Switzerland. If any provision of the Plan shall be held unlawful or otherwise
invalid or unenforceable in whole or in part, the unlawfulness, invalidity or
unenforceability shall not affect any other provision of the Plan or part
thereof, each of which shall remain in full force and effect.

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</DOCUMENT>
