Exhibit 10.1

                                HEICO CORPORATION

                        2007 INCENTIVE COMPENSATION PLAN

1.       GENERAL

         This 2007 Incentive Compensation Plan (the "Plan") of HEICO Corporation
(the "Company") authorizes the grant of annual incentive and long-term incentive
awards to executive officers and sets forth certain terms and conditions of such
Awards.  The  purpose  of the Plan is to help the  Company  attract  and  retain
executive officers of outstanding  ability and to motivate such persons to exert
their  greatest  efforts  on  behalf  of the  Company  and its  subsidiaries  by
providing  incentives  directly linked to the measures of the financial  success
and  performance  of the  Company  and its  businesses.  The Plan is intended to
permit  the  Committee  to  qualify   certain   Awards  as   "performance-based"
compensation under Code Section 162(m).

2.       DEFINITIONS

         In  addition  to the terms  defined in Section 1 and  elsewhere  in the
Plan, the following are defined terms under this Plan:

         (a)      "Annual  Incentive  Award"  means  an  Award  earned  based on
performance in a Performance Period of one fiscal year or a portion thereof.

         (b)      "Award" means the amount of a Participant's  Award Opportunity
in respect of a  Performance  Period  determined  by the  Committee to have been
earned, and the Participant's rights to current or future payments in settlement
thereof.

         (c)      "Award  Opportunity"  means the  Participant's  opportunity to
earn specified  amounts based on  performance  during a Performance  Period.  An
Award Opportunity  constitutes a conditional  right to receive  settlement of an
Award.

         (d)      "Cause" means  "cause" as defined in an  employment  agreement
between the Company and the  Participant in effect at the time of Termination of
Employment.  If, however, there is no such employment agreement,  Cause means an
individual's (i) intentional failure to perform reasonably assigned duties, (ii)
willful misconduct in the performance of duties,  (iii) knowing misconduct which
results in the Company being required to prepare an accounting  restatement  due
to the  material  noncompliance  of the  Company  with any  financial  reporting
requirement  under the securities laws, (iv) willful  violation of any law, rule
or regulation in connection  with the  performance of duties (other than traffic
violations  or similar  offenses),  or (v) the  commission of an act of fraud or
intentional  misappropriation  or conversion of assets or  opportunities  of the
Company or any subsidiary;  provided,  however,  that the Committee may vary the
definition  of "Cause" in any  agreement or document  relating to an Award to be
earned, but not yet earned.

         (e)      "Code"  means the Internal  Revenue  Code of 1986,  as amended
from time to time. References to any provision of the Code include and successor
provisions thereto and regulations thereunder.

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         (f)      "Committee"  means the Compensation  Committee of the Board of
Directors,  or  such  other  Board  committee  as the  Board  may  designate  to
administer the Plan.

         (g)      "Covered  Employee" means a person designated by the Committee
as likely,  with respect to a given fiscal year of the Company,  to be the Chief
Executive  Officer  or one of the  other  persons  who will be  named  executive
officers whose  compensation  potentially  will be subject to the limitations on
tax  deductibility  under Code Section  162(m) for that year (or a later year in
which an Award may be settled).  This  designation  generally is required at the
time an Award Opportunity is granted.  This designation generally is required at
the time an Award  Opportunity is  authorized.  The Committee may designate more
than five persons as Covered Employees with respect to a given year.

         (h)      "Participant" means an employee participating in this Plan.

         (i)      "Performance  Goal"  means  the  Company,   business  unit  or
individual performance objectives or accomplishments  required as a condition to
the earning of an Award Opportunity.

         (j)      "Performance  Period"  means  the  period,  specified  by  the
Committee, over which an Award Opportunity may be earned.

         (k)      "Retirement"   means   Termination   of   Employment   of  the
Participant  at or after the  Participant  has  reached  age 65, at or after the
Participant  has  reached  age 55 with 10 years  of  service  or upon any  other
Termination deemed a retirement by the Committee; provided, however, that in the
case of any  retirement  before age 65, the  Participant  shall have  executed a
general  release  and  has  agreed  to  be  subject  to  covenants  relating  to
noncompetition,  nonsolicitation  and other  commitments  through the end of the
Performance Period in which the Retirement occurs as then may be required by the
Committee for the protection of the Company's business.

         (l)      "Termination  of  Employment"   means  the  termination  of  a
Participant's  employment  with the Company or a  subsidiary  immediately  after
which the Participant is not employed by the Company or any subsidiary.

3.       ADMINISTRATION

         (a)      Administration by the Committee. The Plan will be administered
by the  Committee,  provided that the Committee may condition any of its actions
on  approval  or  ratification  by the  Board of  Directors  or the  independent
directors of the Board.  The  Committee  shall have full and final  authority to
take all actions hereunder, subject to and consistent with the provisions of the
Plan.  This  authority  includes  authority  to correct any defect or supply any
omission  or  reconcile  any  inconsistency  in the  Plan  and to  construe  and
interpret the Plan and any plan rules and regulations, authorization of an Award
Opportunity,  Award, Award agreement,  or other document hereunder;  and to make
all other decisions and determinations as may be required under the terms of the
Plan or as the Committee may deem necessary or advisable for the  administration
of the Plan.

         (b)      Manner of Exercise of  Authority.  Any action by the Committee
or the Board with respect to the Plan shall be final, conclusive, and binding on
all persons,  including the Company,  subsidiaries or affiliates,  Participants,
any person  claiming any rights under the Plan from or through any  Participant,
and shareholders.  The express grant of any specific power to the Committee, and
the taking of any action by the  Committee,  shall not be  construed as limiting
any power or authority of the Committee.  A memorandum  signed by all members of
the Committee shall  constitute the act of the Committee  without the necessity,
in such event, to hold a meeting. At any time that a member of the

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Committee is not an "outside director" as defined under Code Section 162(m), any
action of the  Committee  relating  to an Award  intended  by the  Committee  to
qualify as "performance-based compensation" within the meaning of Section 162(m)
may be  taken by a  subcommittee,  designated  by the  Committee  or the  Board,
composed  solely of two or more  "outside  directors."  Such action shall be the
action of the Committee for purposes of the Plan. The foregoing notwithstanding,
no action of the  Committee  shall be void or deemed beyond the authority of the
Committee solely because, at the time such action was taken, one or more members
of the Committee  failed to qualify as an "outside  director." The Committee may
delegate to specified  officers or employees of the Company authority to perform
administrative  functions  under  the  Plan,  to the  extent  permitted  by law,
provided that no such delegation shall be permitted if it (i) would cause Awards
intended to qualify as performance-based  compensation under Code Section 162(m)
to fail to so qualify, and (ii) would result in a related-party transaction with
an executive  officer  required to be disclosed  under Item 404(a) of Regulation
S-K (in accordance  with  Instruction  5.a.ii  thereunder)  under the Securities
Exchange Act of 1934.

         (c)      Limitation of Liability.  Each member of the Committee and the
Board of  Directors,  and any person to whom  authority or duties are  delegated
hereunder,  shall be entitled to, in good faith,  rely or act upon any report or
other  information  furnished to him or her by any officer or other  employee of
the  Company or any  subsidiary,  the  Company's  independent  certified  public
accountants,  or any executive compensation consultant,  legal counsel, or other
professional  retained  by the  Company to assist in the  administration  of the
Plan. No member of the Board or Committee,  nor any person to whom  authority or
duties are  delegated  hereunder,  shall be  personally  liable for any  action,
determination, or interpretation taken or made in good faith with respect to the
Plan,  and any such  person  shall,  to the extent  permitted  by law,  be fully
indemnified  and  protected  by the  Company  with  respect to any such  action,
determination, or interpretation.

4.       ELIGIBILITY

         Employees  of the  Company  or any  subsidiary  who  are or may  become
executive  officers of the Company may be selected by the  Committee as eligible
to participate in this Plan.

5.       PER-PERSON AWARD LIMITATION

         Award  Opportunities  granted  to any one  eligible  employee  shall be
limited such that the amount that may be potentially  earned for  performance in
any one calendar year shall not exceed the Participant's  Annual Limit. For this
purpose,  the  Annual  Limit  shall  equal $5  million  plus the  amount  of the
Participant's  unused Annual Limit as of the close of the previous  fiscal year.
For  this  purpose,  (i)  "potentially  earned"  means  that if the  performance
conditions  are  satisfied  in that  year,  the Award  Opportunity  is no longer
subject to further risk related to performance,  without regard to whether it is
to be paid  currently  or on a deferred  basis or continues to be subject to any
service requirement or other non-performance condition, and (ii) a Participant's
Annual Limit is used to the extent an amount may be  potentially  earned or paid
under an Award, regardless of whether such amount is in fact earned or paid.

6.       DESIGNATION AND EARNING OF AWARD OPPORTUNITIES

         (a)      Designation of Award  Opportunities and Performance Goals. The
Committee shall select  employees to participate in the Plan and shall designate
the Performance  Period and, for each such  Participant,  the Award  Opportunity
such  Participant  may earn for  such  Performance  Period,  the  nature  of the
Performance  Goal the  achievement  of which will  result in the  earning of the
Award  Opportunity,   and  the  levels  of  earning  of  the  Award  Opportunity
corresponding  to the  levels  of  achievement  of  the  Performance  Goal.  The
following terms will apply to Award Opportunities:

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                  (i)     Specification of Amount Potentially  Earnable.  Unless
         otherwise  determined by the Committee,  the Award Opportunity earnable
         by  each  Participant  shall  range  from  0%  to a  specified  maximum
         percentage of a specified target Award Opportunity. The Committee shall
         specify a table,  grid,  formula,  or other information that sets forth
         the amount of a  Participant's  Award  Opportunity  that will be earned
         corresponding  to the level of achievement  of a specified  Performance
         Goal.

                  (ii)    Denomination of Award  Opportunity;  Payment of Award.
         Award  Opportunities  will be  denominated  in cash and Awards  will be
         payable in cash,  except that the  Committee  may  denominate  an Award
         Opportunity  in shares of any class of the  Company's  stock  and/or to
         settle an Award  Opportunity  in  shares of Common  Stock if and to the
         extent that shares of the  Company's  stock are  authorized  for use in
         incentive awards and available under an equity compensation plan of the
         Company.

         (b)      Limitations  on Award  Opportunities  and Awards  for  Covered
Employees.  If the Committee  determines that an Award Opportunity to be granted
to an eligible  person who is  designated  a Covered  Employee by the  Committee
should qualify as "performance-based  compensation" for purposes of Code Section
162(m), the following provisions will apply:

                  (i)     Performance  Goal. The Performance Goal for such Award
         Opportunities  shall  consist of one or more  business  criteria  and a
         targeted  level or levels of  performance  with respect to each of such
         criteria,  as specified by the Committee  consistent  with this Section
         6(b). The Performance  Goal shall be objective and shall otherwise meet
         the  requirements  of Code Section  162(m) and  regulations  thereunder
         (including   Treasury  Regulation  Section  1.162-27(e)  and  successor
         regulations  thereto),  including  the  requirement  that the  level or
         levels  of  performance   targeted  by  the  Committee  result  in  the
         achievement of performance goals being  "substantially  uncertain." The
         Committee may determine that the Award  Opportunity will be earned,  or
         tentatively  earned,  based  upon  achievement  of any one  measure  of
         performance  or  that  two or  more  measures  of  performance  must be
         achieved. The Committee may establish a "gate-keeper"  Performance Goal
         that  conforms to this Section  6(b) while  specifying  or  considering
         other types of  performance  (which need not meet the  requirements  of
         this  Section  6(b)) as a basis for  reducing  the  amount of the Award
         deemed earned upon  achievement of the  gate-keeper  Performance  Goal.
         Performance Goals may differ for Award Opportunities granted to any one
         Participant or to different Participants.

                  (ii)    Business  Criteria.  One  or  more  of  the  following
         business criteria for the Company,  on a consolidated basis, and/or for
         specified  subsidiaries  or affiliates or other  business  units of the
         Company shall be used by the Committee in establishing  the Performance
         Goal for such Award  Opportunities:  (1) net sales; (2) gross profit or
         pre-tax profit;  (3) operating income,  earnings before or after taxes,
         earnings before or after minority  interests,  earnings before or after
         interest,  depreciation,  amortization,  or  extraordinary  or  special
         items;  (4) net income or net income per common  share  (basic or fully
         diluted); (5) return measures, including, but not limited to, return on
         assets  (gross or net),  return on  investment,  return on capital,  or
         return on equity;  (6) cash flow,  free cash flow,  cash flow return on
         investment  (discounted or  otherwise),  net cash provided by operating
         activities,  or cash flow in excess of cost of  capital;  (7)  interest
         expense after taxes; (8) economic value created or economic profit; (9)
         operating  margin or profit  margin;  (10)  shareholder  value creation
         measures, including but not limited to stock price or total shareholder
         return;  (11)  revenues  from  specific  assets,  projects  or lines of
         business;  (12)  targets  relating  to  expense or  operating  expense,
         working capital targets,  or operating  efficiency;  and (13) strategic
         business  criteria,  consisting  of one or  more  objectives  based  on
         meeting  specified  goals  relating to market  penetration,  geographic
         business   expansion,   operating   goals,   cost   targets,   customer
         satisfaction,   employee  satisfaction,   human  resources  management,
         supervision of litigation and information technology,  and acquisitions
         or divestitures of assets, subsidiaries,  affiliates or joint ventures.
         The

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         targeted level or levels of  performance  with respect to such business
         criteria  may be  established  at such  levels and in such terms as the
         Committee  may  determine,  in its  discretion,  including  in absolute
         terms, as a goal relative to performance in prior periods, or as a goal
         compared to the performance of one or more  comparable  companies or an
         index covering multiple companies or an industry.

                  (iii)   Performance   Period  and   Timing  for   Establishing
         Performance  Goals.  The Committee will specify the Performance  Period
         over which achievement of the Performance Goal in respect of such Award
         Opportunities   shall  be  measured.   A  Performance   Goal  shall  be
         established  by the date which is the  earlier of (A) 90 days after the
         beginning of the applicable  Performance  Period or (B) the time 25% of
         such Performance Period has elapsed.

                  (iv)    Annual Incentive Awards Granted to Covered  Employees.
         The Committee may grant an Annual Incentive Award,  intended to qualify
         as  "performance-based  compensation"  for  purposes  of  Code  Section
         162(m),  to an eligible person who is designated a Covered Employee for
         a given fiscal year.

                  (v)     Changes  to  Amounts   Payable   Under  Awards  During
         Deferral  Periods.  Any settlement or other event that would change the
         form of payment from that originally  specified shall be implemented in
         a manner such that the Award does not, solely for that reason,  fail to
         qualify  as  "performance-based  compensation"  for  purposes  of  Code
         Section 162(m).

         (c)      Additional  Participants  and Award  Opportunity  Designations
During a  Performance  Period.  At any  time  during a  Performance  Period  the
Committee may select a new employee or a newly promoted  employee to participate
in the  Plan  for  that  Performance  Period  and/or  designate,  for  any  such
Participant,  an Award Opportunity (or additional Award Opportunity)  amount for
such Performance  Period. In determining the amount of the Award Opportunity for
such  Participant  under this Section 6(c),  the Committee may take into account
the portion of the Performance Period already elapsed,  the performance achieved
during  such  elapsed  portion  of  the  Performance   Period,  and  such  other
considerations as the Committee may deem relevant.

         (d)      Determination of Award. Within a reasonable time after the end
of each  Performance  Period,  the Committee shall determine the extent to which
the Performance Goal for the earning of Award  Opportunities was achieved during
such  Performance  Period and the resulting  Award to the  Participant  for such
Performance Period. The Committee may adjust upward or downward the amount of an
Award, in its sole discretion,  in light of such considerations as the Committee
may deem relevant,  except that (i) no such discretionary upward adjustment of a
Performance Goal subject Section 6(b) is permitted,  and (ii) any  discretionary
adjustment is subject to Section 5, Section 8 and other  applicable  limitations
of the Plan.  Unless otherwise  determined by the Committee or as provided under
Section  8(a),  the Award  shall be  deemed  earned  and  vested at the time the
Committee  makes  the  determination  pursuant  to  this  Section  6(d)  and  no
Participant   shall  have  a  legal   right  to  receive  an  Award  until  such
determination has been made.

         (e)      Written Determinations.  Determinations by the Committee as to
the  establishment  of  Performance  Goals,  the amount  potentially  payable in
respect  of  Award  Opportunities,  the  level  of  actual  achievement  of  the
Performance  Goals and the amount of any final Award earned shall be recorded in
writing in the case of  Performance  Awards  intended to qualify  under  Section
162(m).  Specifically,  the  Committee  shall  certify in  writing,  in a manner
conforming to applicable  regulations under Section 162(m),  with respect to any
Covered  Employee  prior  to  any  settlement  of  each  such  Award,  that  the
Performance  Goal  relating to the Award and other  material  terms of the Award
upon which settlement was conditioned have been satisfied.

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         (f)      Other Terms of Award Opportunities and Awards.  Subject to the
terms of this Plan, the Committee may specify the  circumstances  in which Award
Opportunities  and Awards shall be paid or forfeited in the event of a change in
control,  termination of employment in circumstances  other than those specified
in  Section  8, or other  event  prior  to the end of a  Performance  Period  or
settlement  of an Award,  provided  that such change  occurs  before an Award is
earned,  provided that, without the consent of an affected Participant,  changes
to previously  specified  terms are authorized  only to the extent the Committee
preserved its  discretion to make such changes and in any event such changes may
be made no  later  than  the time an award  is  earned.  With  respect  to Award
Opportunities  and Awards under  Section  6(b),  any payments  resulting  from a
change  in  control  or   termination   of   employment   need  not  qualify  as
performance-based compensation under Section 162(m) if the authorization of such
non-qualifying  payments would not otherwise disqualify the Award Opportunity or
Award from Section 162(m)  qualification  in cases in which no change in control
or termination of employment occurred.

         (g)      Adjustments.  The Committee is authorized to make  adjustments
in  the  terms  and  conditions   of,  and  the  criteria   included  in,  Award
Opportunities  and  related  Performance  Goals in  recognition  of  unusual  or
nonrecurring events,  including stock splits, stock dividends,  reorganizations,
mergers,  consolidations,   large,  special  and  non-recurring  dividends,  and
acquisitions  and  dispositions of businesses and assets,  affecting the Company
and its subsidiaries or other business unit, or the financial  statements of the
Company  or any  subsidiary,  or in  response  to changes  in  applicable  laws,
regulations,  accounting  principles,  tax rates  and  regulations  or  business
conditions or in view of the Committee's  assessment of the business strategy of
the Company,  any subsidiary or affiliate or business unit thereof,  performance
of  comparable  organizations,   economic  and  business  conditions,   personal
performance  of a  Participant,  and any other  circumstances  deemed  relevant;
provided, however, that no such adjustment shall be authorized or made if and to
the extent that the  existence or exercise of such  authority (i) would cause an
Award Opportunity or Award granted under Section 6(b) and intended to qualify as
"performance-based  compensation"  under Code  Section  162(m)  and  regulations
thereunder to otherwise fail to so qualify, or (ii) would cause the Committee to
be deemed to have  authority  to change  the  targets,  within  the  meaning  of
Treasury Regulation 1.162-27(e)(4)(vi),  under the Performance Goals relating to
an   Award   Opportunity   under   Section   6(b)   intended   to   qualify   as
"performance-based  compensation"  under Code  Section  162(m)  and  regulations
thereunder. In the event of an equity restructuring,  as defined in Statement of
Financial   Accounting  Standards  123R,  which  affects  the  Common  Stock,  a
Participant shall have a legal right to an adjustment to the Participant's Award
Opportunity  and/or Award  (including any performance goal based on market price
per share and any Award  Opportunity or Award denominated in Common Stock) which
shall preserve  without  enlarging the value of the Award  Opportunity or Award,
with the manner of such  adjustment  to be  determined  by the  Committee in its
discretion, and subject to any limitation on this right set forth at the time of
initial  authorization  of the Award  Opportunity in any document or controlling
pronouncement of the Committee limiting this right.

7.       SETTLEMENT OF AWARDS.

         (a)      Deferrals.  The Committee  may specify,  at the time the Award
Opportunity is authorized, that an Award will be deferred as to settlement after
it is earned.  In addition,  a  Participant  will be permitted to elect to defer
settlement  of an Award if and to the extent  such  Participant  is  selected to
participate  in  a  Company  deferral  program  covering  such  Awards  and  the
Participant  has made a valid  deferral  election in accordance  with that plan.
Deferrals must comply with applicable requirements of Section 409A of the Code.

         (b)      Settlement of Award. Any non-deferred  Award shall be paid and
settled by the  Company  within 60 days after the date of  determination  by the
Committee  under Section 6(d) hereof.  With respect to any deferred  amount of a
Participant's Award, such amount will be credited to the Participant's  deferral
account  under  the  governing  deferral  plan of the  Company  as  promptly  as
practicable at or after the date of determination by the Committee under Section
6(d) hereof.

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         (c)      Tax Withholding.  The Company shall deduct from any payment in
settlement  of a  Participant's  Award or other payment to the  Participant  any
Federal, state, or local withholding or other tax or charge which the Company is
then  required to deduct under  applicable  law with  respect to the Award.  The
Committee may specify other  withholding terms relating to an Award that will be
settled by delivery of shares of Common Stock or other property.

         (d)      Non-Transferability.   An  Award  Opportunity,  any  resulting
Award, including any deferred cash amount resulting from an Award, and any other
right hereunder shall be non-assignable and  non-transferable,  and shall not be
pledged,  encumbered,  or hypothecated to or in favor of any party or subject to
any lien,  obligation,  or liability of the Participant to any party of than the
Company or a subsidiary or affiliate.

8.       EFFECT OF TERMINATION OF EMPLOYMENT.

         Except  to the  extent  set  forth in  subsections  (a) and (b) of this
Section 8, upon a Participant's Termination of Employment prior to completion of
a Performance  Period or, after completion of a Performance  Period but prior to
the  Committee's  determination  of the extent to which an Award has been earned
for such Performance  Period,  the Participant's  Award Opportunity  relating to
such  Performance  Period shall cease to be earnable and shall be canceled,  and
the Participant shall have no further rights or opportunities hereunder:

         (a)      Disability,  Death,  Retirement or  Termination by the Company
not for Cause.  If  Termination  of Employment of the  Participant is due to the
permanent  disability,  death,  Retirement or Termination by the Company not for
Cause, the Participant or his or her beneficiary  shall be deemed to have earned
and shall be entitled to receive an Award for any  Performance  Period for which
termination occurs prior to the date of determination  under Section 6(d) hereof
equal to the Award which would have been earned had Participant's employment not
terminated  multiplied  by a fraction  the  numerator  of which is the number of
calendar  days  from the  beginning  of the  Performance  Period  to the date of
Participant's  Termination  of Employment  and the  denominator  of which is the
number of calendar days in the Performance Period (but such fraction shall in no
event be greater than one).  Such pro rata Award will be  determined at the same
time as Awards  for  continuing  Participants  are  determined  (i.e.,  normally
following  the end of the  Performance  Period in  accordance  with Section 6(d)
hereof);  provided,  however,  that  the  Committee  may not  exercise  negative
discretion  with  respect  to such a  Participant's  Award  except  in a  manner
consistent  with  its  exercise  of  negative   discretion  for  all  Awards  of
Participants  who then remain employed by the Company.  Upon its  determination,
such pro rata Award  shall be paid and settled  promptly in cash,  except to the
extent the settlement has been validly deferred in accordance with Section 7(a).
The portion of the  Participant's  Award Opportunity not earned will cease to be
earnable and will be  canceled.  For  purposes of the Plan,  the  existence of a
"permanent  disability"  shall be determined by, or in accordance  with criteria
and standards  adopted by, the  Committee.  The foregoing  notwithstanding,  the
Committee may limit or expand the Participant's rights upon disability, death or
Retirement with respect to a given Award Opportunity.

         (b)      Other  Terminations.  In connection  with any  Termination  of
Employment other than due to death,  disability,  Retirement,  or Termination by
the Company not for Cause,  the  Committee may  determine  that the  Participant
shall be deemed to have earned none, a portion,  or all of an Award  Opportunity
for a  Performance  Period for which the Committee  has not yet  determined  the
extent to which an Award has been earned,  in the Committee's  sole  discretion.
This  determination  may be  specified  at the time  the  Award  Opportunity  is
established or made at any time  thereafter,  except,  without the consent of an
affected Participant,  changes to previously specified terms are authorized only
to the extent the Committee preserved its discretion to make such changes.

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9.       ADDITIONAL FORFEITURE PROVISIONS APPLICABLE TO AWARDS.

         The  Committee  may impose as a condition  of Award  Opportunities  and
Awards,  and as a condition of a Participant's  right to receive or retain cash,
Stock, or other property in connection with an Award, (i) requirements  that the
Participant  comply  with  specified  conditions  relating  to  non-competition,
confidentiality  of  information  relating  to  or  possessed  by  the  Company,
non-solicitation  of  customers,   suppliers,  and  employees  of  the  Company,
cooperation in litigation, non-disparagement of the Company and its subsidiaries
and affiliates and the officers,  directors and affiliates of the Company and it
subsidiaries  and affiliates,  and other  restrictions  upon or covenants of the
Participant,   including  during  specified  periods  following  termination  of
employment or service to the Company,  and (ii)  requirements  that, if any such
amounts were earned based on performance that is thereafter  adversely  affected
by a restatement  of financial  statements or financial  information,  that such
amounts  shall be subject to  forfeiture  as  specified  by the  Committee.  Any
forfeiture  or  related  provisions  authorized  under  this  Section 9 shall be
specified as a term of the Award by the Committee not later than the  expiration
of 25% of the relevant Performance Period.

10.      GENERAL PROVISIONS.

         (a)      Changes to this Plan.  The  Committee  may at any time  amend,
alter,  suspend,  discontinue,  or  terminate  this Plan  without the consent of
shareholders or Participants; provided, however, that any such action beyond the
scope of the Committee's authority shall be subject to the approval of the Board
of Directors;  provided further,  that any such action shall be submitted to the
Company's  shareholders  for approval not later than the earliest annual meeting
for which the  record  date is at or after the date of such  Committee  or Board
action if such  shareholder  approval is required by any federal or state law or
regulation  or the  rules of the New York  Stock  Exchange  or any  other  stock
exchange or automated  quotation system on which the Stock may then be listed or
quoted,  and the Board may  otherwise,  in its  discretion,  determine to submit
other amendments to the Plan to shareholders for approval; and provided further,
that, without the consent of an affected Participant, no such Committee or Board
action may materially and adversely affect the rights of such Participant  under
any outstanding Award (this restriction does not apply to an Award  Opportunity,
however, which remains subject to the discretion of the Committee).

         (b)      Long-Term  Incentives  Not Annual  Bonus for Purposes of Other
Plans.  Amounts  earned or payable under the Plan in connection  with Awards not
designated by the Committee as "Annual  Incentive Awards" shall not be deemed to
be annual incentive or annual bonus compensation (regardless of whether an Award
is earned in  respect  of a period  of one year or less or  disclosed  as annual
bonus  compensation under Securities and Exchange  Commission  disclosure rules)
for purposes of any  retirement or  supplemental  pension plan of the Company or
any employment  agreement or change in control agreement between the Company and
any Participant,  or for purposes of any other plan, unless the Company shall in
writing specifically  identify this Plan by name and specify that amounts earned
or payable  hereunder shall be considered to be annual incentive or annual bonus
compensation.

         (c)      Unfunded  Status  of  Participant  Rights.  Awards,  accounts,
deferred  amounts,  and  related  rights  of a  Participant  represent  unfunded
deferred  compensation  obligations  of the Company for ERISA and federal income
tax purposes and, with respect  thereto,  the  Participant  shall have rights no
greater than those of an unsecured creditor of the Company.

         (d)      Nonexclusivity  of the Plan.  The  adoption of this Plan shall
not be  construed  as  creating  any  limitations  on the  power of the Board or
Committee to adopt such other compensation arrangements as it may deem desirable
for any Participant.

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<PAGE>

         (e)      No  Right to  Continued  Employment.  Neither  the  Plan,  the
authorization  of an Award  Opportunity,  the  grant of an Award  nor any  other
action taken hereunder shall be construed as giving any employee the right to be
retained in the employ of the Company or any of its  subsidiaries or affiliates,
nor shall it  interfere  in any way with the right of the  Company or any of its
subsidiaries or affiliates to terminate any employee's employment at any time.

         (f)      Severability. The invalidity of any provision of the Plan or a
document hereunder shall not deemed to render the remainder of this Plan or such
document invalid.

         (g)      Successors.  The Company shall require any successor  (whether
direct or indirect, by purchase, merger, consolidation or otherwise, and whether
or not the corporate existence of the Company continues) to all or substantially
all of the business  and/or assets of the Company to expressly  assume and agree
to perform the  Company's  obligations  under the Plan in the same manner and to
the same  extent  that the  Company  would be  required to perform it if no such
succession had taken place;  provided,  however, that such successor may replace
the Plan with a plan substantially  equivalent in opportunity and achievability,
as determined  by a nationally  recognized  compensation  consulting  firm,  and
covering the participants at the time of such succession.  Any successor and the
ultimate  parent company of such successor  shall in any event be subject to the
requirements of this Section 10(g) to the same extent as the Company. Subject to
the  foregoing,  the Company may transfer and assign its rights and  obligations
hereunder.

         (h)      Governing Law. The validity,  construction,  and effect of the
Plan and any rules and regulations or document  hereunder shall be determined in
accordance  with the laws of the  State of  Florida,  without  giving  effect to
principles of conflicts of laws, and applicable provisions of federal law.

         (i)      Effective Date of Plan;  Shareholder Approval;  Termination of
Plan.  This Plan shall be  effective as of November 1, 2006.  The Company  shall
submit the Plan,  including the material terms of the Plan specified in Treasury
Regulation section 1.162-27(e)(4), to shareholders for approval at the Company's
2007 Annual Meeting of  Shareholders,  and the Plan shall be terminated  without
any Award being deemed earned in the event shareholders decline to approve it at
that Annual  Meeting.  If approved by  shareholders,  the Plan will terminate at
such  time as may be  determined  by the  Board of  Directors  or the  Committee
(provided that reapproval of the business criteria specified in Section 6(b)(ii)
may be  required  under  Code  Section  162(m)  every  five  years in order  for
compensation to Covered Employees to be fully deductible).

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