EXHIBIT 10.11(b)


                       NEW SAC 2001 RESTRICTED SHARE PLAN

                           RESTRICTED SHARE AGREEMENT
                            (TIER I SENIOR MANAGERS)

         THIS AGREEMENT (the "Agreement"), is made effective as of the __the day
of ________, 2001, (hereinafter called the "Date of Grant"), between New SAC, a
limited company incorporated in the Cayman Islands (the "Company") and
___________________ (the "Participant"):

         The Company, pursuant to the New SAC 2001 Restricted Share Plan (the
"Plan") hereby grants to the Participant, _________ ordinary shares, par value
$.0001, of the Company (the "Shares"). The Shares are granted pursuant to the
Plan, and are governed by the terms and conditions of the Plan. All defined
terms used herein, unless specifically defined in this Agreement, have the
meanings assigned to them in the Plan. The Participant agrees to be bound by all
terms and conditions of this Agreement and the Plan, as amended from time to
time.

         To be effective, this Restricted Share Agreement must be signed by the
Participant and returned to the General Counsel, within 10 weeks of the date
hereof and the Participant must become a signatory to the Management
Shareholders Agreement dated as of November 22, 2000 among the Company and
certain individuals identified therein.

                  1. Restrictions on Transfer of Shares. Except as otherwise
determined by the Committee, the Shares cannot be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of (collectively, a "Transfer")
during the Restriction Period. For purposes of this Agreement, the Restriction
Period shall mean, from the Date of Grant until four years following the Date of
Grant; provided, however, that, subject to the Participant's continued
employment, the Restriction Period shall lapse with respect to twenty - five
percent (25%) of the Shares on the first anniversary of the Date of Grant and
with respect to 1/48th of the Shares at the end of each month thereafter.

                  2. Forfeiture of Shares. (a) If the Participant's employment
with the Company shall terminate, prior to the expiration of the Restriction
Period, for any reason, any Shares with respect to which the Restriction Period
has not yet lapsed (the "Restricted Shares") shall, upon such termination of
employment, be forfeited by Participant to the Company, without the payment of
any consideration or further consideration by the Company, and neither
Participant nor any successors, heirs, assigns, or personal representatives of
Participant shall thereafter have any further rights or interest in the
Restricted Shares or under this Agreement, and Participant's name shall
thereupon be deleted from the list of the Company's shareholders with respect to
the Restricted Shares; provided, however, that if the employment of Participant
with the Company (or its Affiliates) shall be terminated (A) by the Participant
with Good Reason, (B) by the Company without Cause or (C) by reason of the
Company's sale or other disposition of the entity employing Participant so that
such entity is no longer an Affiliate of the Company, then the Restriction
Period shall lapse with respect to the Restricted Shares and the Restricted
Shares shall thereby be free of such restrictions.

                  (b) For purposes of this Agreement "Cause" shall mean (i) the
Participant's continued failure substantially to perform the material duties of
his office (other than as a result of total or partial incapacity due to
physical or mental illness), (ii) the embezzlement or theft by the Participant
of the Company's property, (iii) the commission of any act or acts on the



Participant' s part resulting in the conviction of such Participant of a felony
under the laws of the United States or any state, (iv) the Participant's willful
malfeasance or willful misconduct in connection with the Participant's duties to
the Company or any other act or omission which is materially injurious to the
financial condition or business reputation of the Company or any of its
subsidiaries or affiliates, or (v) a material breach by the Participant of the
material terms of his employment agreement, the Management Shareholders
Agreement or any non-compete, non-solicitation or confidentiality provisions to
which the Participant is subject. However, no termination shall be deemed for
Cause under clause (i), (iv) or (v) unless the Participant is first given
written notice by the Company of the specific acts or omissions which the
Company deems constitute grounds for a termination for Cause and is provided
with at least 30 days after such notice to cure the specified deficiency.

                  (c) For purposes of this Agreement, "Good Reason" shall mean a
Participant's resignation of his or her employment with the Company as a result
of the following actions, which actions remain uncured for at least 30 days
following written notice from the Participant to the Company describing the
occurrence of such events and asserting that such events constitute grounds for
a Good Reason resignation, provided notice of such resignation is given to the
Company within sixty (60) days after the expiration of such cure period: (i)
without the Participant's express written consent, any material reduction in the
Participant's authority or responsibilities from those set forth in an
employment agreement between the Company and the Participant (the "Employment
Agreement") (or if such Participant is not a party to an Employment Agreement,
from the authority and responsibilities initially assigned to such Participant
by the Company after the Closing), (ii) without the Participant's express
written consent, a reduction of 10% or more in the level of the base salary,
target annual bonus or employee benefits to be provided to the Participant under
the Employment Agreement (or if such Participant is not a party to an Employment
Agreement, a reduction of 10% or more in the level of base salary, target annual
bonus or employee benefits provided to such Participant immediately prior to the
Closing), other than a reduction implemented with the consent of the Participant
or a reduction that is equivalent to reduction in base salaries, bonus
opportunities and/or employee benefits, as applicable, imposed on all other
senior executives of the Company at a similar level within the Company (provided
that the use of private aircraft shall not be deemed an employee benefit for
these purposes); or (iii) the relocation of the Participant to a principal place
of employment more than 50 miles from the Participant's current principal place
of employment, without the Participant's express written consent.

         3. Voting; Distributions. Regardless of whether the restrictions
imposed by Paragraph 1 hereof have lapsed, the Participant shall have the right
to vote the Shares granted hereunder to the extent the Participant is a
shareholder of record on any applicable record date with respect to such Shares.
To the extent that the restrictions imposed by Paragraph 1 have not lapsed with
respect to Shares, distributions (other than tax distributions), whether in
cash, securities or other property, with respect to such Shares shall be held by
the Company and distributed when the restrictions lapse.

         4. No Right to Employment. The execution and delivery of this Agreement
and the granting of Shares hereunder shall not constitute or be evidence of any
agreement or understanding, express or implied, on the part of the Company or
its affiliates to employ the Participant for any specific period or in any
particular capacity and shall not prevent the Company or its affiliates from
terminating the Participant's employment at any time with or without cause.


         5. Change in Control. In the event of a Change in Control, the
Restriction Period shall lapse with respect to the greater of (i) the number of
Shares for which the Restriction Period would have lapsed within the twelve
months following the Change in Control or (ii) fifty percent of the Shares
subject to the Restriction Period. If the successor entity in the Change in
Control does not assume the Restricted Shares, substitute shares of its capital
stock with restrictions substantially equivalent to those in effect for the
Restricted Shares immediately prior to the Change in Control or otherwise
continue the Restricted Shares in effect following the Change in Control, then
the Restriction Period shall lapse with respect to such Restricted Shares
immediately prior to the Change in Control.

         6. Application of Laws. The granting of Shares hereunder shall be
subject to all applicable laws, rules and regulations and to such approvals of
any governmental agencies as may be required, in particular the laws of the
Cayman Islands.

         7. Taxes. Any taxes required by federal, state or local laws to be
withheld by the Company shall be paid to the Company by the Participant by the
time such taxes are required to be paid or deposited by the Company.

         8. Notices. Any notices required to be given hereunder to the Company
shall be addressed to New SAC, Attention: General Counsel, and any notice
required to be given hereunder to the Participant shall be sent to the
Participant's address as shown on the records of the Company.

         9. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the
conflict of laws provisions thereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

                                            NEW SAC


                                            By _____________________
                                               Name:
                                               Title:

Agreed and acknowledged as
of the date first above written:

_________________________________