a5538860ex10_1.htm


    Exhibit
      10.1

     

    
      Final
        - 10/24/07

       

      


       

      BE
        AEROSPACE, INC.

       

      NON-EMPLOYEE
        DIRECTORS STOCK

       

      AND

       

      DEFERRED
        COMPENSATION PLAN

       

      (As
        Amended and Restated Effective January 1, 2007)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      BE
        AEROSPACE, INC.

      NON-EMPLOYEE
        DIRECTORS STOCK

      AND

      DEFERRED
        COMPENSATION PLAN

       

      TABLE
        OF CONTENTS

       

      
        
          	 	
                  Page

                
	 
	 
	
                  Section
                    1. PURPOSES AND AUTHORIZED SHARES

                	
                  1

                
	 
	 
	
                  Section
                    2. DEFINITIONS

                	
                  1

                
	 
	 
	
                  Section
                    3. PARTICIPATION

                	
                  4

                
	 
	 
	
                  Section
                    4. DEFERRAL ELECTIONS

                	
                  4

                
	 
	 
	
                        4.1   TIME
                    AND TYPES OF ELECTIONS

                	
                  4

                
	 
	 
	
                        4.2   PERMITTED
                    AMOUNTS; ELECTIONS

                	
                  5

                
	 
	 
	
                  Section
                    5. DEFERRAL ACCOUNTS

                	
                  5

                
	 
	 
	
                        5.1   CASH
                    ACCOUNT

                	
                  5

                
	 
	 
	
                        5.2   STOCK
                    UNIT ACCOUNT

                	
                  5

                
	 
	 
	
                        5.3   DIVIDEND
                    EQUIVALENT CREDITS TO STOCK UNIT ACCOUNT

                	
                  6

                
	 
	 
	
                        5.4   IMMEDIATE
                    VESTING AND ACCELERATED CREDITING

                	
                  6

                
	 
	 
	
                        5.5   DISTRIBUTION
                    OF CASH OR SHARES

                	
                  6

                
	 
	 
	
                        5.6   ADJUSTMENTS
                    IN CASE OF CHANGES IN COMMON STOCK

                	
                  7

                
	 
	 
	
                  Section
                    6. ADMINISTRATION

                	
                  8

                
	 
	 
	
                        6.1   THE
                    ADMINISTRATOR

                	
                  8

                
	 
	 
	
                        6.2   COMMITTEE
                    ACTION

                	
                  8

                
	 
	 
	
                        6.3   RIGHTS
                    AND DUTIES; DELEGATION AND RELIANCE; DECISIONS BINDING

                	
                  8

                
	 
	 
	
                  Section
                    7. PLAN CHANGES AND TERMINATION

                	
                  9

                
	 
	 
	
                        7.1   AMENDMENTS

                	
                  9

                
	 
	 
	
                        7.2   TERMINATION

                	
                  9

                
	 
	 
	
                  Section
                    8. MISCELLANEOUS

                	
                  9

                
	 
	 
	
                        8.1   UNFUNDED
                    PLAN AND LIMITATION ON PARTICIPANTS' RIGHTS

                	
                  9

                
	 
	 
	
                        8.2   BENEFICIARIES

                	
                  10

                
	 
	 
	
                        8.3   BENEFITS
                    NOT TRANSFERABLE; OBLIGATIONS BINDING UPON SUCCESSORS

                	
                  10

                
	 
	 
	
                        8.4   GOVERNING
                    LAW; SEVERABILITY

                	
                  10

                
	 	 


        

      

      
        	
                      8.5   COMPLIANCE
                  WITH LAWS

              	
                10

              
	 
	 
	
                      8.6   PLAN
                  CONSTRUCTION

              	
                11

              
	 
	 
	
                      8.7   HEADINGS
                  NOT PART OF PLAN

              	
                11

              


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      BE
        AEROSPACE, INC.

      NON-EMPLOYEE
        DIRECTORS STOCK

      AND

      DEFERRED
        COMPENSATION PLAN

       

      SECTION
        1.  PURPOSES AND AUTHORIZED SHARES

       

      The
        purposes of the BE Aerospace, Inc. Non-Employee Directors Stock and Deferred
        Compensation Plan (the “Plan”) are to attract, motivate and retain eligible
        directors of the Company who elect to participate in this Plan by offering
        them
        opportunities to defer compensation and to encourage directors to increase
        their
        stock ownership in the Company.  An aggregate number not to exceed
        200,000 shares of Common Stock (subject to adjustments contemplated by
        Section 5.6 hereof) may be delivered pursuant to this Plan.

       

      The
        Plan
        is amended and restated in this Plan document effective as of January 1,
        2007.

       

      SECTION
        2.  DEFINITIONS

       

      Whenever
        the following terms are used in this Plan, they shall have the meaning specified
        below unless the context clearly indicates to the contrary:

       

      ACCOUNT
        or
        ACCOUNTS means one or more of the Participant’s Cash Account(s) or Stock Unit
        Account(s), as the context requires.

       

      APPLICABLE
        PERCENTAGE means the percentage of Eligible Compensation subject to deferral
        or
        payment in Shares.

       

      AVERAGE
        FAIR MARKET VALUE means the average of the Fair Market Values of a share
        of
        Common Stock during the last ten (10) trading days preceding the applicable
        Award Date.

       

      AWARD
        DATE
        means, in the case of Cash Account deferrals, each date on which cash would
        otherwise have been paid; in the case of Stock Unit Account deferrals, the
        last
        business day of each calendar quarter, except as provided in Section 5.4
        hereof.

       

      BOARD
        means the Board of Directors of the Company.

       

      CASH
        ACCOUNT means the bookkeeping account maintained by the Company on behalf
        of a
        Participant who elects to defer his or her Compensation in cash pursuant
        to
        Section 4.

       

      CHANGE
        IN
        CONTROL means:

       

      (a)           Approval
        by the shareholders of the Company of (x) a reorganization, merger,
        consolidation or other form of corporate transaction or series of transactions,
        in each case, with respect to which persons who were the shareholders of
        the
        Company immediately prior to such reorganization, merger or consolidation
        or
        other transaction do not, immediately thereafter, own more than 50% of the
        combined voting power entitled to vote generally in the election of directors
        of
        the reorganized, merged or consolidated company’s then outstanding voting
        securities, in substantially the same proportions as their ownership immediately
        prior to such reorganization, merger, consolidation or other transaction,
        or the
        sale of all or substantially all of the assets of the Company (unless such
        reorganization, merger, consolidation or other corporate transaction,
        liquidation, dissolution or sale is subsequently abandoned);

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (b)           Within
        any 12 month period, the individuals who constitute the Board at the beginning
        of such period (the “Incumbent Board”) cease for any reason to constitute at
        least a majority of the Board, provided that any person becoming a director
        subsequent to the beginning of such period whose election, or nomination
        for
        election by the Company’s shareholders, was approved by a vote of at least a
        majority of the directors then comprising the Incumbent Board (other than
        an
        election or nomination of an individual whose initial assumption of office
        is in
        connection with an actual or threatened election contest relating to the
        election of the directors of the Company) shall be, for purposes of this
        Plan,
        considered as though such person were a member of the Incumbent Board;
        or

       

      (c)           the
        acquisition (other than from the Company) by any person, entity or “group”,
        within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
        Exchange Act of 1934, of beneficial ownership within the meaning of Rule
        13-d
        promulgated under the Securities Exchange Act of 1934 of more than 50% of
        either
        the then outstanding shares of the Common Stock or the combined voting power
        of
        the Company’s then outstanding voting securities entitled to vote generally in
        the election of directors (hereinafter referred to as the ownership of a
        “Controlling Interest”) excluding, for this purpose, any acquisitions by
        (1) the Company or its subsidiaries, (2) any person, entity or “group” that
        as of the Effective Date owns beneficial ownership (within the meaning of
        Rule
        13d-3 promulgated under the Securities Exchange Act of 1934) of a Controlling
        Interest or (3) any employee benefit plan of the Company or its
        subsidiaries.

       

      Notwithstanding
        the foregoing, an event described in subsections (a) through (c) above shall
        not
        constitute a Change in Control for purposes of this Plan unless such event
        also
        constitutes a “change in control event” within the meaning of Section 409A of
        the Code and the final Treasury Regulations promulgated thereunder.

       

      CODE
        means
        the Internal Revenue Code of 1986, as amended, and any regulations promulgated
        or rulings issued thereunder.

       

      COMMON
        STOCK means the Common Stock of the Company, par value $.01 per share, subject
        to adjustment pursuant to Section 5.6 hereof.

       

      COMMITTEE
        means the Board or a Committee of the Board acting under delegated authority
        from the Board.  The participating members of any Committee so acting
        shall include, as to decisions in respect of participants who are subject
        to
        Section 16 of the Exchange Act, only those members who are Non-Employee
        Directors (as defined in Rule 16b-3 promulgated under the Exchange
        Act).  Members of the Committee shall not receive any additional
        compensation for administration of this Plan.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      COMPANY
        means BE Aerospace, Inc., a Delaware corporation, and its successors and
        assigns.

       

      DIVIDEND
        EQUIVALENT means the amount of cash dividends or other cash distributions
        paid
        by the Company on that number of shares of Common Stock which is equal to
        the
        number of Stock Units then credited to a Participant’s Stock Unit Account on the
        applicable measurement date, which amount shall be allocated as additional
        Stock
        Units to the Participant’s Stock Unit Account, as provided in Section 5.3
        hereof.

       

      EARNINGS
        means those earnings that are allocable to the Participants’ Cash Accounts in
        such manner as the Committee shall reasonably determine.

       

      EFFECTIVE
        DATE means September 1, 2000.

       

      ELIGIBLE
        COMPENSATION means retainer and meeting fees paid in cash or Common Stock
        for
        services as a director.

       

      ELIGIBLE
        DIRECTOR means a member of the Board who is not an officer or employee of
        the
        Company or a subsidiary and who is compensated in the capacity as a
        director.

       

      EXCHANGE
        ACT means the Securities Exchange Act of 1934, as amended from time to
        time.

       

      FAIR
        MARKET VALUE means on any date the average of the high and low prices of
        the
        Common Stock on the Composite Tape, as published in The Wall Street Journal
        or
        otherwise reliably reported, of the principal securities exchange or market
        on
        which the Common Stock is so listed, admitted to trade, or quoted or, if
        there
        is no trading of the Common Stock on such date, then the average of the high
        and
        low prices of the Common Stock as quoted on such Composite Tape on the next
        preceding date on which there was trading in such shares. If the Common Stock
        is
        not so listed, admitted or quoted, the Committee may designate such other
        exchange, market or source of data as it deems appropriate for determining
        such
        value for purposes of this Plan.

       

      PARTICIPANT
        means any person who elects to participate in this Plan or otherwise has
        an
        Account balance under this Plan.

       

      PLAN
        means
        the BE Aerospace, Inc. Non-Employee Directors Stock and Deferred Compensation
        Plan, as amended from time to time.

       

      SEPARATION
        FROM SERVICE means a Participant’s “separation from service” from the Company,
        as defined under the default provisions under the applicable final Treasury
        Regulations for purposes of Section 409A of the Code.

       

      SHARE
        means a share of Common Stock.

       

      SPECIFIED
        EMPLOYEE shall have the meaning set forth in Section 409A(a)(2)(B)(1) of
        the
        Code, as determined in accordance with the uniform methodology and procedures
        adopted by the Employer and then in effect.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      STOCK
        UNIT
        OR UNIT means a non-voting unit of measurement which is deemed for bookkeeping
        and payment purposes to represent one outstanding share of Common Stock of
        the
        Company solely for purposes of this Plan.

       

      STOCK
        UNIT
        ACCOUNT means the bookkeeping account maintained by the Company on behalf
        of
        each Participant which is credited with Stock Units in accordance with
        Section 5.2.

       

      YEAR
        means
        the four-month period from September 1, 2000 through December 31, 2000, and
        each
        calendar year thereafter during the term of this Plan, commencing with the
        year
        2001.

       

      SECTION
        3.  PARTICIPATION

       

      Each
        Eligible Director may elect to defer under and subject to Section 4 of this
        Plan either a percentage or a specified dollar amount (as determined by the
        Committee) of each component of his or her Eligible Compensation for any
        Year.  Effective January 1, 2008, the amount that may be deferred is
        up to 100% of the cash component and up to 100% of the Common Stock component
        of
        the Eligible Director’s Eligible Compensation that would otherwise be paid to
        him or her each quarter.  These limits may be changed for any future
        Year by the Committee prior to the beginning of such Year and shall be set
        forth
        in the Participant’s Election Form.

       

      SECTION
        4.  DEFERRAL ELECTIONS

       

      4.1           TIME
        AND TYPES OF ELECTIONS

       

      .  (a)  On
        or before the December 31 immediately preceding each Year (or, in the case
        of a
        person who first becomes an Eligible Director during the Year, within 30
        days
        after becoming an Eligible Director), each Eligible Director may elect to
        have
        either a percentage or a specified dollar amount of the cash component and/or
        a
        percentage of the Common Stock component of his or her Eligible Compensation
        for
        the Year deferred pursuant to this Plan.  In the event that the
        Eligible Director makes such an election, he also shall make the following
        two
        irrevocable elections, subject to Section 4.2 hereof:

       

      (1)           As
        provided by the Committee and specified on the Eligible Director’s election
        form, to the extent that the Participant’s Eligible Compensation otherwise would
        be payable to the Participant in the form of cash, the Participant shall
        elect
        (A) to defer such Eligible Compensation in a Stock Unit Account, (B) to
        defer such Eligible Compensation in a Cash Account, or (C) to select one
        or more
        of the preceding deferral or payment methods in accordance with the Applicable
        Percentage increments set forth in Section 4.2 hereof such that the sum of
        all such Applicable Percentage increments does not exceed 100%.

       

      (2)           To
        the extent that the Participant’s Eligible Compensation otherwise would be
        payable to the Participant in the form of Common Stock, the Participant shall
        elect (A) to receive such Eligible Compensation in Shares, (B) to defer such
        Eligible Compensation in a Stock Unit Account, or (C) to select one or more
        of
        the preceding deferral or payment methods in accordance with the Applicable
        Percentage increments set forth in Section 4.2 hereof such that the sum of
        all such Applicable Percentage increments does not exceed 100%.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (b)           Notwithstanding
        anything in this Plan to the contrary, during the Year 2007, an Eligible
        Director may make a new election with respect to the payment or distribution
        of
        amounts or Shares (in respect of Units) in his Account prior to the date
        of such
        election.  Pursuant to such election, distribution of amounts or
        Shares (in respect of Units) in his Accounts shall be made in a lump sum
        on
        March 11 of any specified Year after 2007 and prior to 2020 or on the first
        day
        of the calendar month after the month in which the Eligible Director incurs
        a
        Separation from Service.  An election pursuant to this Section 4.1(b)
        shall not apply to any amounts or Shares that would be paid or distributed
        to
        the Eligible Director within 2007 pursuant to any prior election.  To
        make an election pursuant to this Section 4(b), the Eligible Director must
        complete the applicable Election Form and submit such form to the Committee
        no
        later than a date specified by the Committee.  In the absence of an
        election under this Section 4(b), all such amounts and Shares shall be paid
        or
        distributed on the first day of the calendar month after the month in which
        the
        Eligible Director incurs a Separation from Service unless Section 5.5(c)
        applies.

       

      4.2           PERMITTED
        AMOUNTS; ELECTIONS.

       

        As
        provided by the Committee and specified in the Eligible Director’s election
        form, the portions of the Eligible Compensation subject to deferral, if any,
        or
        payment in Shares shall be limited to increments of 25%, 50%, 75% or 100%
        (the
“Applicable Percentage”).  All elections shall be in writing on forms
        provided by the Company.  If an election is made under this
        Section 4 and is not revoked or changed with respect to the following Year
        by the end of the applicable Year, the election will be deemed a continuing
        one.

       

      SECTION
        5.  DEFERRAL ACCOUNTS

       

      5.1           CASH
        ACCOUNT.

       

      If
        an
        Eligible Director has made a cash election under Section 4.1(a)(1)(B) and
        the Committee permits deferrals into a Cash Account, the Company shall establish
        and maintain a Cash Account for the Participant under this Plan, which Account
        shall be a memorandum account on the books of the Company.  An
        Eligible Director’s Cash Account shall be credited as follows:

       

      (a)           as
        of the date the Eligible Compensation would have been otherwise payable,
        the
        Company shall credit the Participant’s Cash Account with an amount equal to the
        Applicable Percentage of the Eligible Compensation otherwise payable to the
        Participant in cash; and

       

      (b)           as
        of the last day of each calendar quarter, each Participant’s Cash Account shall
        be credited with the Earnings reasonably determined by the Committee to be
        allocable to such Account.

       

      5.2           STOCK
        UNIT ACCOUNT.

       

      (a)           Elective
        Deferrals.  If an Eligible Director has made a Stock Unit election
        under Section 4.1(a)(1)(A), the Committee shall, as of the last day of each
        calendar quarter in which the Eligible Compensation was earned and would
        otherwise be paid, credit the Participant’s Stock Unit Account with a number of
        Units determined by dividing an amount which is equal to the Applicable
        Percentage or dollar amount of the Participant’s Eligible Compensation to be
        deferred under the Plan by the Average Fair Market Value of a share of Common
        Stock as of the Award Date. If an Eligible Director has made a Stock Unit
        election under Section 4.1(a)(2)(B), the Committee shall, as of the date on
        which the Eligible Compensation payable in the form of Common Stock otherwise
        would have been payable to the Eligible Director, credit to the Participant’s
        Stock Unit Account a number of Units equal to the number of shares of Common
        Stock that otherwise would have been payable to the Eligible
        Director.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (b)           Limitations
        on Rights Associated with Units.  An Eligible Director’s Stock
        Unit Account shall be a memorandum account on the books of the
        Company.  The Units credited to an Eligible Director’s Stock Unit
        Account shall be used solely as a device for the determination of the number
        of
        shares of Common Stock to be eventually distributed to the Participant in
        accordance with this Plan.  The Units shall not be treated as property
        or as a trust fund of any kind.  No Participant shall be entitled to
        any voting or other stockholder rights with respect to Units granted or credited
        under this Plan.  The number of Units credited (and the number of
        Shares to which the Participant is entitled under this Plan) shall be subject
        to
        adjustment in accordance with Section 5.6 and the terms of this
        Plan.

       

      5.3           DIVIDEND
        EQUIVALENT CREDITS TO STOCK UNIT ACCOUNT 

       

      As
        of the
        end of each quarter, an Eligible Director’s Stock Unit Account shall be credited
        with additional Units in an amount equal to the Dividend Equivalents
        representing dividends paid during the quarter on a number of shares equal
        to
        the aggregate number of Stock Units in the Participant’s Stock Unit Account as
        of the end of the preceding quarter divided by the Average Fair Market Value
        of
        a share of Common Stock as of the applicable crediting date.

       

      5.4           IMMEDIATE
        VESTING AND ACCELERATED CREDITING.

       

      (a)           Units
        and Other Amounts Vest Immediately.  All Units or other amounts
        credited to one or more of an Eligible Director’s Accounts shall be at all times
        fully vested and not subject to a risk of forfeiture.

       

      (b)           Acceleration
        of Crediting of Accounts.  The crediting of cash, Earnings or
        Units shall be accelerated if an Eligible Director ceases to serve as a director
        of the Company as a result of a Separation from Service.  In such
        case, the amount of cash, Earnings, Units or Shares credited for the quarter
        in
        which the Separation from Service occurs shall be prorated based on the number
        of days of service during the applicable quarter.  For these purposes,
        the Award Date shall be deemed to be the date the Eligible Director incurs
        a
        Separation from Service.

       

      5.5           DISTRIBUTION
        OF CASH OR SHARES.

       

      (a)           Time
        and Manner of Distribution of Cash Accounts and Stock Unit
        Accounts.  Effective January 1, 2008, the cash payable in respect
        of Cash Accounts and the Shares payable in respect of Stock Unit Accounts
        shall
        be distributed to the Participant (or, in the event of his or her death,
        the
        Participant’s Beneficiary) in a lump sum on the first day of the month after his
        Separation from Service.  For deferrals with respect to any Year after
        2008, the Committee may permit payment in a manner as elected by the Participant
        and set forth in the Participant’s election form to  participate in
        the Plan for any Year.  If the Committee so determines, a Participant
        may elect distributions in one of the following two forms:  (i) a
        lump-sum distribution, or (ii) up to five annual installments. Each annual
        installment shall be equal to the value of the Account being distributed
        multiplied by a fraction, the numerator of which is one (1) and the denominator
        of which is the number of installments remaining to be paid.  In the
        event that a Participant fails to make an election, then distribution shall
        be
        made in the form of a lump sum.  Each Account, less any applicable
        withholding taxes, shall be distributed or commence to be distributed on
        the
        first day of the month immediately following the date of the Participant’s
        Separation from Service; provided, however, that if at the time of
        the Participant’s Separation from Service the Participant is a Specified
        Employee, distribution will not commence until the date that is six (6) months
        and one (1) day following the date of the Participant’s Separation from
        Service.  At such time the Participant shall receive a lump-sum
        payment in an amount equal to all distributions that should have been paid
        on
        the original distribution date.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
        the foregoing, if after a Separation from Service the balance remaining in
        an
        Eligible Director’s Cash Account is less than $10,000 or, if the number of Units
        remaining in the Participant’s Stock Unit Accounts is less than 1,000 and the
        value of such Stock Units is less than the applicable dollar amount under
        Section 402(g)(1)(B) of the Code, then such remaining balances shall be
        distributed in a lump sum on the first day of the month immediately following
        the date of the Participant’s Separation from Service.

       

      (b)           Form
        of Distribution of Cash Accounts or Stock Unit Accounts.  Stock
        Units credited to an Eligible Director’s Stock Unit Account shall be distributed
        in an equivalent whole number of shares of the Common Stock; provided,
however, that the maximum number of shares of Common Stock that
        may be
        distributed pursuant to this Plan is 200,000; provided, further
        that the Committee may, in its sole discretion, authorize the issuance of
        shares
        of Common Stock to be delivered to Participants pursuant to this Section
        5.5(b)
        pursuant to  another equity plan maintained by the
        Company.  Any fractional share interests shall be accumulated and paid
        in cash with the last distribution.  To the extent there is an
        insufficient number of shares available for issuance under the Plan with
        respect
        to distributions under this Section 5.5(b), distributions shall be made in
        cash
        in an amount equal to the number of Units multiplied by the Fair Market Value
        of
        the Common Stock.  All amounts credited to an Eligible Director’s Cash
        Account shall be distributed in cash.

       

      (c)           Change
        in Control.  Notwithstanding the foregoing, lump-sum distributions
        of the balance of any amounts payable to Participants and their beneficiaries
        shall be made as soon as practicable, but not later than 30 business days,
        following a Change in Control (using for valuation purposes the date on which
        a
        Change in Control occurs).

       

      5.6           ADJUSTMENTS
        IN CASE OF CHANGES IN COMMON STOCK. 
        If
        there
        shall occur any change in the outstanding shares of the Common Stock by reason
        of any stock dividend, stock split, recapitalization, merger, consolidation,
        combination or other reorganization, exchange of shares, sale of all or
        substantially all of the assets of the Company, split-up, split-off, spin-off,
        extraordinary redemption, liquidation or similar corporate change or change
        in
        capitalization or any distribution to holders of the Common Stock (other
        than
        cash dividends and cash distributions), the Committee shall make such
        proportionate and equitable adjustments consistent with the effect of such
        event
        on stockholders generally (but without duplication of benefits if Dividend
        Equivalents are credited), as the Committee determines to be necessary or
        appropriate, in the number, kind and/or character of shares of Common Stock
        or
        other securities, property and/or rights contemplated hereunder, including
        any
        appropriate adjustments to the market prices used in the determination of
        the
        number of Shares and Units, and in rights in respect of Stock Unit Accounts
        credited under this Plan so as to preserve the benefits intended.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      SECTION
        6.  ADMINISTRATION

       

      6.1           THE
        ADMINISTRATOR.

       

      The
        Administrator of this Plan shall be the Committee.

       

      6.2           COMMITTEE
        ACTION.

       

      A
        member
        of the Committee shall not vote or act upon any matter which relates solely
        to
        himself or herself as a Participant in this Plan.  Action of the
        Committee with respect to the administration of this Plan shall be taken
        pursuant to a majority vote or (assuming compliance with Section 6.1) by
        unanimous written consent of its members. All decisions and determinations
        shall
        be made by the Committee in its sole discretion.

       

      6.3           RIGHTS
        AND DUTIES; DELEGATION AND RELIANCE; DECISIONS BINDING.  Subject
        to the limitations of this Plan, the Committee shall be charged with the
        general
        administration of this Plan and the responsibility for carrying out its
        provisions, and shall have powers necessary to accomplish those purposes,
        including, but not by way of limitation, the following:

       

      (1)           To
        construe and interpret this Plan;

       

      (2)           To
        resolve any questions concerning the amount of benefits payable to a Participant
        (except that no member of the Committee shall participate in a decision relating
        solely to his or her own benefits);

       

      (3)           To
        make all other determinations required by this Plan;

       

      (4)           To
        maintain all the necessary records for the administration of this Plan;
        and

       

      (5)           To
        make and publish forms, rules and procedures for the administration of this
        Plan.

       

      The
        determination of the Committee made in good faith as to any disputed question
        or
        controversy and the Committee’s determination of benefits payable to
        Participants, including decisions as to adjustments under Section 5.6,
        shall be conclusive and binding for all purposes of this Plan.  In
        performing its duties, the Committee shall be entitled to rely on information,
        opinions, reports or statements prepared or presented by: (i) officers or
        employees of the Company whom the Committee believes to be reliable and
        competent as to such matters; and (ii) counsel (who may be employees of the
        Company), independent accountants and other persons as to matters which the
        Committee believes to be within such persons’ professional or expert
        competence.

       

      
        
          
          

        

        
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      The
        Committee shall be fully protected with respect to any action taken or omitted
        by it in good faith pursuant to the advice of such persons.  The
        Committee may delegate ministerial, bookkeeping and other non-discretionary
        functions to individuals who are officers or employees of the
        Company.

       

      SECTION
        7.  PLAN CHANGES AND TERMINATION

       

      7.1           AMENDMENTS.

       

      The
        Board
        shall have the right to amend this Plan in whole or in part from time to
        time or
        may at any time suspend or terminate this Plan; provided, however,
        that, except as contemplated by Section 5.6, no amendment or termination
        shall cancel or otherwise adversely affect in any way, without his or her
        written consent, any Participant’s rights with respect to then outstanding
        Accounts or Dividend Equivalent credits thereon, so long as the Account is
        outstanding; provided, further, that any amendment to increase the
        number of shares of Common Stock available for issuance pursuant to this
        Plan is
        subject to any shareholder approval requirements under applicable laws, rules
        and regulations.  Any amendments authorized hereby shall be stated in
        an instrument in writing, and all Participants shall be bound by upon receipt
        of
        notice the amendment.

       

      7.2           TERMINATION.

       

      It
        is the
        current expectation of the Company that this Plan shall continue
        indefinitely.  Continuance of this Plan, however, is not assumed as a
        contractual obligation of the Company.  If the Board decides to
        discontinue or terminate this Plan, it shall notify the Committee and
        Participants in this Plan of its action in writing, and this Plan shall be
        terminated at the time set forth on the notice.  All Participants
        shall be bound thereby.  No benefits shall accrue in respect of
        Eligible Compensation earned after a discontinuance or termination of this
        Plan.  In the event of termination of the Plan, payments or
        distribution hereunder shall be made in accordance with the Plan or if the
        Board
        so elects, on a date following the termination of the Plan specified by the
        Board, but only to the extent that such accelerated payment does not violate
        Section 409A of the Code.

       

      SECTION
        8.  MISCELLANEOUS

       

      8.1           UNFUNDED
        PLAN AND LIMITATION ON PARTICIPANTS’ RIGHTS.

       

      The
        obligations of the Company under this Plan shall be paid by the
        Company.  Participants shall have the rights only of general unsecured
        creditors of the Company with respect to amounts credited and benefits payable,
        if any, on their Cash Accounts, and rights no greater than the right to receive
        the Common Stock (or equivalent value as a general unsecured creditor) with
        respect to Stock Units.  The Plan constitutes a mere promise by the
        Company to make distributions in the future.  It is intended that this
        Plan shall constitute an “unfunded” plan for tax purposes.  If the
        Company purchases any life insurance policies, or makes any other investments,
        such policies (and any amounts invested by the Company therein) and any other
        investments of the Company shall be subject to the claims of the Company’s
        creditors.  Nothing contained in this Plan shall be interpreted to
        grant to any Participant or any Beneficiary, any right, title or interest
        in any
        property of the Company.  Participation in this Plan shall not give
        any person the right to serve as a member of the Board or any rights or
        interests other than as herein provided.  Participants shall not be
        entitled to receive actual dividends or to vote Shares until after delivery
        of a
        certificate representing the Shares.

       

      
        
          
          

        

        
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      8.2           BENEFICIARIES.

       

      (a)           Beneficiary Designation.  Upon
        forms provided by and subject to conditions imposed by the Company, each
        Participant may designate in writing the Beneficiary or Beneficiaries (as
        defined in Section 8.2(b)) whom such Participant desires to receive any
        amounts payable under this Plan after his or her death.  The Company
        and the Committee may rely on the Participant’s designation of a Beneficiary or
        Beneficiaries last filed in accordance with the terms of this Plan.

       

      (b)           Definition of Beneficiary.  A
        Participant’s “Beneficiary” or “Beneficiaries” shall be the person, persons,
        trust or trusts (or similar entity) designated by the Participant or, in
        the
        absence of a designation, entitled by will or the laws of descent and
        distribution to receive the Participant’s benefits under this Plan in the event
        of the Participant’s death, and shall mean the Participant’s executor or
        administrator if no other Beneficiary is identified and able to act under
        the
        circumstances.

       

      8.3           BENEFITS
        NOT TRANSFERABLE; OBLIGATIONS BINDING UPON SUCCESSORS.

       

      Benefits
        of a Participant under this Plan shall not be assignable or transferable
        and any
        purported transfer, assignment, pledge or other encumbrance or attachment
        of any
        payments or benefits under this Plan, or any interest therein, other than
        by
        operation of law or pursuant to Section 8.2, shall not be permitted or
        recognized.  Shares deliverable under this Plan may be subject to
        restrictions on transfer under applicable securities laws, unless the Shares
        are
        duly registered prior to issuance.  Obligations of the Company under
        this Plan shall be binding upon successors of the Company.

       

      8.4           GOVERNING
        LAW; SEVERABILITY.

       

      The
        validity of this Plan or any of its provisions shall be construed, administered
        and governed in all respects under the laws of the State of
        Florida.  If any provisions of this Plan shall be held by a court of
        competent jurisdiction to be invalid or unenforceable, the remaining provisions
        hereof shall continue to be fully effective.

       

      8.5           COMPLIANCE
        WITH LAWS.

       

      This
        Plan
        and the offer, issuance and delivery of shares of Common Stock and/or the
        payment of money through the deferral of compensation under this Plan are
        subject to compliance with all applicable federal and state laws, rules and
        regulations (including but not limited to state and federal securities law)
        and
        to such approvals by any listing, agency or any regulatory or governmental
        authority as may, in the opinion of counsel for the Company, be necessary
        or
        advisable in connection therewith. Any securities delivered under this Plan
        shall be subject to prior registration or such restrictions as the Company
        may
        deem necessary or desirable to assure compliance with all applicable legal
        requirements, and the person acquiring such securities shall, if requested
        by
        the Company, provide such assurances and representations to the Company as
        it
        may reasonably request to assure such compliance.  If any provision of
        this Plan would, in the reasonable, good faith judgment of the Committee,
        result
        or likely result in the imposition on a Participant or any other person of
        a
        penalty tax under Section 409A of the Code, the Committee may modify the
        terms
        of the Plan, without the consent of any Participant, in the manner that the
        Committee may  reasonably and in good faith determine to be necessary
        or advisable to avoid the imposition of such penalty tax; provided,
however, that any such reformation shall, to the maximum extent
        the
        Committee reasonably and in good faith determines to be possible, retain
        the
        economic and tax benefits to the affected Participant hereunder while not
        materially increasing the cost to the Company of providing such benefits
        to the
        Participant.

       

      
        
          
          

        

        
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      8.6           PLAN
        CONSTRUCTION

       

      It
        is the
        intent of the Company that transactions pursuant to this Plan satisfy and
        be
        interpreted in a manner that satisfies the applicable conditions for exemption
        under Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”) so that to
        the extent elections are timely made, elective deferrals (including the
        crediting of Units and Dividend Equivalents and the distribution of Shares
        hereunder) will be entitled to the benefits of Rule 16b-3 or other exemptive
        rules under Section 16 of the Exchange Act and will not be subjected to
        avoidable liability thereunder. The Committee may, subject to Section 8.5
        hereof, permit elections by individual directors that would not qualify for
        exemption under Section 16(b) of the Exchange Act, so long as the
        availability of any exemption thereunder for other Directors under this Plan
        is
        not compromised.

       

      8.7           HEADINGS
        NOT PART OF PLAN.

       

      Headings
        and subheadings in this Plan are inserted for reference only and are not
        to be
        considered in the construction of the provisions hereof.

       

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