Exhibit 10.103


    
      

    

     

    Exhibit
      10.103


    VERICHIP
      CORPORATION


     

    2002
      FLEXIBLE STOCK PLAN

     

    (Restated
      to reflect the reverse stock splits as of December 20, 2005
and
      as of December 18, 2006) 

     

    (As
      Amended and Restated on December 21, 2006)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    VERICHIP
      CORPORATION

     

    2002
      FLEXIBLE STOCK PLAN

     

    (As
      Amended and Restated on December 21, 2006)

     

    
      TABLE
        OF
        CONTENTS


      


      
        	 	 	
                Page

              
	 	 	 
	
                1.
                  NAME AND PURPOSE

              	 	
                1

              
	
                1.1.
                  Name.

              	 	
                1

              
	
                1.2.
                  Purpose.

              	 	
                1

              
	 	 	 
	
                2.
                  DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

              	 	
                1

              
	
                2.1.
                  General Definitions.

              	 	
                1

              
	
                2.1.1.
                  Affiliate.

              	 	
                1

              
	
                2.1.2.
                  Agreement.

              	 	
                1

              
	
                2.1.3.
                  Benefit.

              	 	
                1

              
	
                2.1.4.
                  Board.

              	 	
                1

              
	
                2.1.5.
                  Cash Award.

              	 	
                2

              
	
                2.1.6.
                  Change of Control.

              	 	
                2

              
	
                2.1.7.
                  Code.

              	 	
                2

              
	
                2.1.8.
                  Company.

              	 	
                2

              
	
                2.1.9.
                  Committee.

              	 	
                2

              
	
                2.1.10.
                  Common Stock..

              	 	
                3

              
	
                2.1.11.
                  Director.

              	 	
                3

              
	
                2.1.12.
                  Effective Date.

              	 	
                3

              
	
                2.1.13.
                  Employee.

              	 	
                3

              
	
                2.1.14.
                  Employer.

              	 	
                3

              
	
                2.1.15.
                  Exchange Act.

              	 	
                3

              
	
                2.1.16.
                  Fair Market Value.

              	 	
                3

              
	
                2.1.17.
                  Fiscal Year.

              	 	
                4

              
	
                2.1.18.
                  ISO.

              	 	
                4

              
	
                2.1.19.
                  NQSO.

              	 	
                4

              
	
                2.1.20.
                  Option.

              	 	
                4

              
	
                2.1.21.
                  Other Stock Based Award.

              	 	
                4

              
	
                2.1.22.
                  Parent.

              	 	
                4

              
	
                2.1.23.
                  Participant.

              	 	
                4

              
	
                2.1.24.
                  Performance Based Compensation.

              	 	
                4

              
	
                2.1.25.
                  Performance Share.

              	 	
                4

              
	
                2.1.26.
                  Plan.

              	 	
                5

              
	
                2.1.27.
                  Reload Option.

              	 	
                5

              
	
                2.1.28.
                  Restricted Stock.

              	 	
                5

              
	
                2.1.29.
                  Rule 16b 3.

              	 	
                5

              
	
                2.1.30.
                  SEC.

              	 	
                5

              
	
                2.1.31.
                  Share.

              	 	
                5

              
	
                2.1.32.
                  SAR.

              	 	
                5

              
	
                2.1.33.
                  Subsidiary.

              	 	
                5

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

         

      

      
        	
                 2.2.
                  Other Definitions.

              	 	
                5

              
	
                 2.3.
                  Conflicts

              	 	6
	 	 	 
	
                3.
                  COMMON STOCK

              	 	
                6

              
	
                3.1.
                  Number of Shares.

              	 	
                6

              
	
                3.2.
                  Reusage.

              	 	
                6

              
	
                3.3.
                  Adjustments.

              	 	
                6

              
	 	 	 
	
                4.
                  ELIGIBILITY

              	 	
                6

              
	
                4.1.
                  Determined By Committee.

              	 	
                6

              
	 	 	 
	
                5.
                  ADMINISTRATION

              	 	
                7

              
	
                5.1.
                  Committee.

              	 	
                7

              
	
                5.2.
                  Authority.

              	 	
                7

              
	
                5.3.
                  Delegation.

              	 	
                8

              
	
                5.4.
                  Determination.

              	 	
                8

              
	 	 	 
	
                6.
                  AMENDMENT

              	 	
                8

              
	
                6.1.
                  Power of Board.

              	 	
                8

              
	
                6.2.
                  Limitation.

              	 	
                8

              
	 	 	 
	
                7.
                  TERM AND TERMINATION

              	 	
                9

              
	
                7.1.
                  Term.

              	 	
                9

              
	
                7.2.
                  Termination.

              	 	
                9

              
	 	 	 
	
                8.
                  MODIFICATION OR TERMINATION OF BENEFITS

              	 	
                10

              
	
                8.1.
                  General.

              	 	
                10

              
	
                8.2.
                  Committee’s Right.

              	 	
                10

              
	 	 	 
	
                9.
                  CHANGE OF CONTROL

              	 	
                10

              
	
                9.1.
                  Vesting and Payment.

              	 	
                10

              
	
                9.2.
                  Other Action.

              	 	
                10

              
	 	 	 
	
                10.
                  AGREEMENTS AND CERTAIN BENEFITS

              	 	
                11

              
	
                10.1.
                  Grant Evidenced by Agreement.

              	 	
                11

              
	
                10.2.
                  Provisions of Agreement.

              	 	
                11

              
	
                10.3.
                  Transferability.

              	 	
                11

              
	 	 	 
	
                11.
                  REPLACEMENT AND TANDEM AWARDS

              	 	
                11

              
	
                11.1.
                  Replacement.

              	 	
                11

              
	
                11.2.
                  Tandem Awards.

              	 	
                12

              
	 	 	 
	
                12.
                  PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING

              	 	
                12

              
	
                12.1.
                  Payment.

              	 	
                12

              
	
                12.2.
                  Dividend Equivalents.

              	 	
                12

              
	
                12.3.
                  Deferral.

              	 	
                12

              
	
                12.4.
                  Withholding.

              	 	
                13

              
	13.
                OPTIONS	 	13


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

         

      

      
        	
                13.1.
                  Types of Options.

              	 	
                13

              
	
                13.2.
                  Grant of ISOs and Option Price.

              	 	
                13

              
	
                13.3.
                  Other Requirements for ISOs.

              	 	
                13

              
	
                13.4.
                  NQSOs.

              	 	
                13

              
	
                13.5.
                  Determination by Committee.

              	 	
                13

              
	 	 	 
	
                14.
                  SARS

              	 	
                13

              
	
                14.1.
                  Grant and Payment.

              	 	
                13

              
	
                14.2.
                  Grant of Tandem Award.

              	 	
                14

              
	
                14.3.
                  ISO Tandem Award.

              	 	
                14

              
	
                14.4.
                  Payment of Award.

              	 	
                14

              
	 	 	 
	
                15.
                  ANNUAL LIMITATIONS

              	 	
                14

              
	
                15.1.
                  Limitation on Options and SARs.

              	 	
                14

              
	
                15.2.
                  Computations.

              	 	
                14

              
	 	 	 
	
                16.
                  RESTRICTED STOCK AND PERFORMANCE SHARES

              	 	
                14

              
	
                16.1.
                  Restricted Stock.

              	 	
                14

              
	
                16.2.
                  Cost of Restricted Stock.

              	 	
                15

              
	
                16.3.
                  Non Transferability.

              	 	
                15

              
	
                16.4.
                  Performance Shares.

              	 	
                15

              
	
                16.5.
                  Grant.

              	 	
                15

              
	 	 	 
	
                17.
                  CASH AWARDS

              	 	
                15

              
	
                17.1.
                  Grant.

              	 	
                15

              
	
                17.2.
                  Rule 16b 3.

              	 	
                15

              
	
                17.3.
                  Restrictions.

              	 	
                16

              
	 	 	 
	
                18.
                  OTHER STOCK BASED AWARDS AND OTHER BENEFITS

              	 	
                16

              
	
                18.1.
                  Other Stock Based Awards.

              	 	
                16

              
	
                18.2.
                  Other Benefits.

              	 	
                16

              
	 	 	 
	
                19.
                  MISCELLANEOUS PROVISIONS

              	 	
                16

              
	
                19.1.
                  Underscored References.

              	 	
                16

              
	
                19.2.
                  Number and Gender.

              	 	
                16

              
	
                19.3.
                  Unfunded Status of Plan.

              	 	
                16

              
	
                19.4.
                  Termination of Employment.

              	 	
                17

              
	
                19.5.
                  Designation of Beneficiary.

              	 	
                17

              
	
                19.6.
                  Governing Law.

              	 	
                17

              
	
                19.7.
                  Purchase for Investment.

              	 	
                18

              
	
                19.8.
                  No Employment Contract.

              	 	
                18

              
	
                19.9.
                  No Effect on Other Benefits.

              	 	
                18

              
	
                19.10.
                  Limitation on Exercise.

              	 	
                18

              


      

      

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

      

       

    

    VERICHIP
      CORPORATION

     

    2002
      FLEXIBLE STOCK PLAN

     

    (As
      Amended and Restated on December 21, 2006)

     

     

    
      	
              1.

            	
              NAME
                AND PURPOSE

            


    

     

    
      	 	
              1.1.

            	
              Name.

            


    

     

    The
      name
      of this Plan is the “VeriChip Corporation 2002 Flexible Stock
      Plan.”

     

    
      	 	
              1.2.

            	
              Purpose.

            


    

     

    The
      Company has established this Plan to attract, retain, motivate and reward
      Employees and Directors and to encourage ownership of the Company’s Common Stock
      by them.

     

     

    
      	
              2.

            	
              DEFINITIONS
                OF TERMS AND RULES OF
                CONSTRUCTION

            


    

     

    
      	 	
              2.1.

            	
              General
                Definitions.

            


    

     

    The
      following words and phrases, when used in the Plan, unless otherwise
      specifically defined or unless the context clearly otherwise requires, shall
      have the following respective meanings:

     

    
      	 	
              2.1.1.

            	
              Affiliate.

            


    

     

    A
      Parent
      or Subsidiary of the Company.

     

    
      	 	
              2.1.2.

            	
              Agreement.

            


    

     

    The
      document which evidences the grant of any Benefit under the Plan and which
      sets
      forth the Benefit and the terms, conditions and provisions of, and restrictions
      relating to, such Benefit.

     

    
      	 	
              2.1.3.

            	
              Benefit.

            


    

     

    Any
      benefit granted to a Participant under the Plan.

     

    
      	 	
              2.1.4.

            	
              Board.

            


    

     

    The
      Board
      of Directors of the Company.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      	 	
              2.1.5.

            	
              Cash
                Award.

            


    


    A
      Benefit
      payable in the form of cash.

     

    
      	 	
              2.1.6.

            	
              Change
                of Control.

            


    

     

    If
      any
“person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
      Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated
      under the Exchange Act), directly or indirectly, of securities of the Company
      representing 20% or more of the combined voting power of the Company’s then
      outstanding securities; upon the first purchase of the Common Stock pursuant
      to
      a tender or exchange offer (other than a tender or exchange offer made by the
      Company); upon the approval by the Company’s stockholders of a merger or
      consolidation, a sale or disposition of all or substantially of the Company’s
      assets or a plan of liquidation or dissolution of the Company; or if during
      an
      period of two consecutive years, individuals who at the beginning of such period
      constitute the Board cease for any reason to constitute at least a majority
      thereof, unless the election or nomination for the election by the Company’s
      stockholders of each new director was approved by a vote of at least 2/3 of
      the
      Board then still in office who were members of the Board at the beginning of
      the
      period. Notwithstanding the foregoing, a Change in Control shall not be deemed
      to occur if the Company either merges or consolidates with or into another
      company or sells or disposes of all or substantially all of its assets to
      another company, if such merger, consolidation, sale or disposition is in
      connection with a corporate restructuring wherein the stockholders of the
      Company immediately before such merger, consolidation, sale or disposition
      own,
      directly or indirectly, immediately following such merger, consolidation, sale
      or disposition of at least 80% of the combined voting power of all outstanding
      classes of securities of the company resulting from such merger or
      consolidation, or to which the Company sells or disposes of its assets, in
      substantially the same proportion as their ownership in the Company immediately
      before such merger, consolidation, sale or disposition.

     

    
      	 	
              2.1.7.

            	
              Code.

            


    

     

    The
      Internal Revenue Code of 1986, as amended. Any reference to the Code includes
      the regulations promulgated pursuant to the Code.

     

    
      	 	
              2.1.8.

            	
              Company.

            


    

     

    VeriChip
      Corporation.

     

    
      	 	
              2.1.9.

            	
              Committee.

            


    

     

    A
      Committee described in Section 5.1.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	 	
              2.1.10.

            	
              Common
                Stock.

            


    


    The
      Company’s common stock which presently has a par value of $0.01 per
      Share.

     

    
      	 	
              2.1.11.

            	
              Director.

            


    

     

    A
      member
      of the Board or a member of the Board of Directors of an Affiliate.

     

    
      	 	
              2.1.12.

            	
              Effective
                Date.

            


    

     

    The
      date
      that the Plan is approved by the shareholders of the Company which was February
      7, 2002.

     

    
      	 	
              2.1.13.

            	
              Employee.

            


    

     

    Any
      person employed by the Employer.

     

    
      	 	
              2.1.14.

            	
              Employer.

            


    

     

    The
      Company and all Affiliates.

     

    
      	 	
              2.1.15.

            	
              Exchange
                Act.

            


    

     

    The
      Securities Exchange Act of 1934, as amended.

     

    
      	 	
              2.1.16.

            	
              Fair
                Market Value.

            


    

     

    The
      last
      sale price on the date for which Fair Market Value is being determined or,
      in
      case no such sale takes place on such date, the average of the closing bid
      and
      asked prices of the Shares on such date, in either case as reported in the
      principal consolidated transaction reporting system with respect to securities
      listed or admitted to trading on the New York Stock Exchange, Inc. (the “NYSE”)
      or, if the Shares are not listed or admitted to trading on the NYSE, as reported
      in the principal consolidated transaction reporting system with respect to
      securities listed on the principal national securities exchange on which the
      Shares are listed or admitted to trading or, if the Shares are not listed or
      admitted to trading on any national securities exchange, the last quoted sale
      price on such date or, if not so quoted, the average of the high bid and low
      asked prices in the over-the-counter market on such date, as reported by the
      National Association of Securities Dealers, Inc. Automated Quotations System
      or
      such other system then in use, or, if on any such date the Shares are not quoted
      by any such organization, the average of the closing bid and asked prices on
      such date as furnished by a professional market maker making a market in the
      Shares selected by the Committee. If the Shares are not publicly held or so
      listed or publicly traded, the determination of the Fair Market Value per Share
      shall be made in good faith by the Committee.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	
              2.1.17.

            	
              Fiscal
                Year.

            


    

     

    The
      taxable year of the Company which is the calendar year.

     

    
      	 	
              2.1.18.

            	
              ISO.

            


    

     

    An
      Incentive Stock Option as defined in Section 422 of the Code.

     

    
      	 	
              2.1.19.

            	
              NQSO.

            


    

     

    A
      non-qualified stock Option, which is an Option that does not qualify as an
      ISO.

     

    
      	 	
              2.1.20.

            	
              Option.

            


    

     

    An
      option
      to purchase Shares granted under the Plan.

     

    
      	 	
              2.1.21.

            	
              Other
                Stock Based Award.

            


    

     

    An
      award
      under Section 8
      that is
      valued in whole or in part by reference to, or is otherwise based on, Common
      Stock.

     

    
      	 	
              2.1.22.

            	
              Parent.

            


    

     

    Any
      corporation (other than the Company or a Subsidiary) in an unbroken chain of
      corporations ending with the Company, if, at the time of the grant of an Option
      or other Benefit, each of the corporations (other than the Company) owns stock
      possessing 50% or more of the total combined voting power of all classes of
      stock in one of the other corporations in such chain.

     

    
      	 	
              2.1.23.

            	
              Participant.

            


    

     

    An
      individual who is granted a Benefit under the Plan. Benefits may be granted
      only
      to Employees and Directors.

     

    
      	 	
              2.1.24.

            	
              Performance
                Based Compensation.

            


    

     

    Compensation
      which meets the requirements of Section 162(m)(4)(C) of the Code.

     

    
      	 	
              2.1.25.

            	
              Performance
                Share.

            


    

     

    A
      Share
      awarded to a Participant under Section 16
      of the
      Plan.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	 	
              2.1.26.

            	
              Plan.

            


    


    The
      VeriChip Corporation 2002 Flexible Stock Plan and all amendments and supplements
      to it.

     

    
      	 	
              2.1.27.

            	
              Reload
                Option.

            


    

     

    An
      Option
      to purchase the number of Shares used by a Participant to exercise an Option
      and
      to satisfy any withholding requirement incident to the exercise of such
      Option.

     

    
      	 	
              2.1.28.

            	
              Restricted
                Stock.

            


    

     

    Shares
      issued under Section 15
      of the
      Plan.

     

    
      	 	
              2.1.29.

            	
              Rule
                16b-3.

            


    

     

    Rule
      16b-3 promulgated by the SEC, as amended, or any successor rule in effect from
      time to time.

     

    
      	 	
              2.1.30.

            	
              SEC.

            


    

     

    The
      Securities and Exchange Commission.

     

    
      	 	
              2.1.31.

            	
              Share.

            


    

     

    A
      share
      of Common Stock.

     

    
      	 	
              2.1.32.

            	
              SAR.

            


    

     

    A
      stock
      appreciation right, which is the right to receive an amount equal to the
      appreciation, if any, in the Fair Market Value of a Share from the date of
      the
      grant of the right to the date of its payment.

     

    
      	 	
              2.1.33.

            	
              Subsidiary.

            


    

     

    Any
      corporation, other than the Company, in an unbroken chain of corporations
      beginning with the Company if, at the time of grant of an Option or other
      Benefit, each of the corporations, other than the last corporation in the
      unbroken chain, owns stock possessing 50% or more of the total combined voting
      power of all classes of stock in one of the other corporations in such chain.
      

     

    
      	 	
              2.2.

            	
              Other
                Definitions.

            


    

     

    In
      addition to the above definitions, certain words and phrases used in the Plan
      and any Agreement may be defined in other portions of the Plan or in such
      Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	 	
              2.3.

            	
              Conflicts.

            


    

     

    In
      the
      case of any conflict in the terms of the Plan relating to a Benefit, the
      provisions in the section of the Plan which specifically grants such Benefit
      shall control those in a different section. In the case of any conflict between
      the terms of the Plan relating to a Benefit and the terms of an Agreement
      relating to a Benefit, the terms of the Plan shall control.

     

    
      	
              3.

            	
              COMMON
                STOCK

            


    

     

    
      	 	
              3.1.

            	
              Number
                of Shares.

            


    

     

    The
      number of Shares which may be issued or sold or for which Options, SARs or
      Performance Shares may be granted under the Plan shall be 1,966,667.
      Such Shares may be authorized but unissued Shares, Shares held in the treasury,
      or both. The full number of Shares available may be used for any type of Option
      or other Benefit, including ISOs.

     

    
      	 	
              3.2.

            	
              Reusage.

            


    

     

    If
      an
      Option or SAR expires or is terminated, surrendered, or canceled without having
      been fully exercised, if Restricted Shares or Performance Shares are forfeited,
      or if any other grant results in any Shares not being issued, the Shares covered
      by such Option or SAR, grant of Restricted Shares, Performance Shares or other
      grant, as the case may be, shall again be available for use under the Plan.
      Any
      Shares which are used as full or partial payment to the Company upon exercise
      of
      an Option or for any other Benefit that requires a payment to the Company shall
      be available for purposes of the Plan.

     

    
      	 	
              3.3.

            	
              Adjustments.

            


    

     

    If
      there
      is any change in the Common Stock of the Company by reason of any stock
      dividend, spin-off, split-up, spin-out, recapitalization, merger, consolidation,
      reorganization, combination or exchange of shares, or otherwise, the number
      of
      SARs and number and class of shares available for Options and grants of
      Restricted Stock, Performance Shares and Other Stock Based Awards and the number
      of Shares subject to outstanding Options, SARs, grants of Restricted Stock
      which
      are not vested, grants of Performance Shares which are not vested, and Other
      Stock Based Awards, and the price thereof, as applicable, shall be appropriately
      adjusted by the Committee.

     

    
      	
              4.

            	
              ELIGIBILITY

            


    

     

    
      	 	
              4.1.

            	
              Determined
                By Committee.

            


    

     

    The
      Participants and the Benefits they receive under the Plan shall be determined
      solely by the Committee. In making its determinations, the Committee shall
      consider past, present and expected future contributions of Participants and
      potential Participants to the Employer, including, without limitation, the
      performance of, or the refraining from the performance of, services. Unless
      specifically provided otherwise herein, all determinations of the Committee
      in
      connection with the Plan or an Agreement shall be made in its sole
      discretion.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              ADMINISTRATION

            


    

     

    
      	 	
              5.1.

            	
              Committee.

            


    

     

    The
      Plan
      shall be administered by the Committee.
      The
      Committee shall consist of two or more members of the Board all of whom shall
      be
      "independent directors" as defined in Nasdaq Rule 4200(a)(15), provided,
      however,
      (i) if
      the Company is a "controlled company" as defined in Nasdaq Rule 4350(c)(5),
      the
      Committee may include one or more directors who are not "independent" as defined
      in Nasdaq Rule 4200(a)(15) as and to the extent permitted by the rules of Nasdaq
      and (ii) if the Committee is composed of at least three members, the Board
      may
      appoint one member who is not "independent" as so defined as and to the extent
      permitted by, and subject to the requirements of, Nasdaq Rule 4350(c)(3)(C).
      Subject to the foregoing, at least two members of the Committee shall each
      be an
“outside director” as defined in Section 162(m) of the Code and a
      "nonemployee director" as defined in Rule 16b-3 promulgated under the Exchange
      Act and the Committee shall be authorized to delegate to such members of the
      Committee all authority under this Plan as and to the extent necessary or
      desirable to ensure compliance with, or to obtain the benefits of, said Section
      162(m) and/or Rule 16b-3. Notwithstanding the foregoing, the Board may appoint
      an additional Committee that does not consist solely of outside directors and
      nonemployee directors to administer the Plan with respect to Participants whose
      Benefits are not affected by the restrictions of Rule 16b-3 or Section 162(m)
      of
      the Code. If the Committee does not include the entire Board, it shall serve
      at
      the pleasure of the Board, which may from time to time appoint members in
      substitution for members previously appointed and fill vacancies, however
      caused, in the Committee. The Committee may select one of its members as its
      Chairman and shall hold its meetings at such times and places as it may
      determine. A majority of its members shall constitute a quorum. All
      determinations of the Committee made at a meeting at which a quorum is present
      shall be made by a majority of its members present at the meeting. Any decision
      or determination reduced to writing and signed by a majority of the members
      shall be fully as effective as if it had been made by a majority vote at a
      meeting duly called and held.

     

    
      	 	
              5.2.

            	
              Authority.

            


    

     

    Subject
      to the terms of the Plan, the Committee shall have discretionary authority
      to:

     

    (a)    determine
      the individuals to whom Benefits are granted, the type and amounts of Benefits
      to be granted and the date of issuance and duration of all such
      grants;

     

    (b)    determine
      the terms, conditions and provisions of, and restrictions relating to, each
      Benefit granted;

     

    (c)    interpret
      and construe the Plan and all Agreements;

     

    (d)    prescribe,
      amend and rescind rules and regulations relating to the Plan;


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (e)    determine
      the content and form of all Agreements;

     

    (f)    
determine
      all questions relating to Benefits under the Plan;

     

    (g)    maintain
      accounts, records and ledgers relating to Benefits;

     

    (h)    maintain
      records concerning its decisions and proceedings;

     

    (i)    
employ
      agents, attorneys, accountants or other persons for such purposes as the
      Committee considers necessary or desirable;

     

    (j)    
take,
      at
      any time, any action required or permitted by Section 9.1 or 9.2(a),
      respectively, irrespective of whether any Change of Control has occurred or
      is
      imminent;

     

    (k)    determine,
      except to the extent otherwise provided in the Plan, whether and the extent
      to
      which Benefits under the Plan will be structured to conform to the requirements
      applicable to Performance-Based Compensation, and to take such action, establish
      such procedures, and impose such restrictions at the time such Benefits are
      granted as the Committee determines to be necessary or appropriate to conform
      to
      such requirements; and

     

    (l)    
do
      and
      perform all acts which it may deem necessary or appropriate for the
      administration of the Plan and carry out the purposes of the Plan.

     

    
      	 	
              5.3.

            	
              Delegation.

            


    

     

    Except
      as
      required by Rule 16b-3 with respect to grants of Options, Stock Appreciation
      Awards, Performance Shares, Other Stock Based Awards, or other Benefits to
      individuals who are subject to Section 16
      of the
      Exchange Act or as otherwise required for compliance with Rule 16b-3 or other
      applicable law, the Committee may delegate all or any part of its authority
      under the Plan to any Employee, Employees or committee.

     

    
      	 	
              5.4.

            	
              Determination.

            


    

     

    All
      determinations of the Committee shall be final.

     

    
      	
              6.

            	
              AMENDMENT

            


    

     

    
      	 	
              6.1.

            	
              Power
                of Board.

            


    

     

    Except
      as
      hereinafter provided, the Board shall have the sole right and power to amend
      the
      Plan at any time and from time to time.

     

    
      	 	
              6.2.

            	
              Limitation.

            


    

     

    The
      Board
      may not amend the Plan, without approval of the shareholders of the
      Company:

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (a)    in
      a
      manner which would cause Options which are intended to qualify as ISOs to fail
      to qualify;

     

    (b)    in
      a
      manner which would cause the Plan to fail to meet the requirements of Rule
      16b-3; 

     

    (c)    in
      a
      manner which would violate applicable law (including applicable rules of any
      stock exchange on which the Common Stock is traded); or 

     

    (d)    in
      a
      manner which would result in;

     

    (1)
      any
      material increase in the number of Shares to be issued under the Plan (other
      than to reflect a reorganization, stock split, merger, spinoff or similar
      transaction); 

     

    (2)
      any
      material increase in Benefits to Participants, including any material change
      to
      permit a repricing (or decrease in exercise price) of outstanding Options,
      reduce the price at which Shares or Options to purchase Shares may be offered,
      or extend the duration of the Plan;

     

    (3)
      any
      material expansion of the class of Participants eligible to participate in
      the
      Plan; and 

     

    (4)
      any
      expansion in the types of Options or Benefits provided under the Plan.


     

    
      	
              7.

            	
              TERM
                AND TERMINATION

            


    

     

    
      	 	
              7.1.

            	
              Term.

            


    

     

    The
      Plan
      shall commence as of the Effective Date and, subject to the terms of the Plan,
      including those requiring approval by the shareholders of the Company and those
      limiting the period over which ISOs or any other Benefits may be granted, shall
      continue in full force and effect until the earlier of the tenth anniversary
      of
      the Effective Date or the date the Plan is terminated by the Board pursuant
      to
      Section 7.2.

     

    
      	 	
              7.2.

            	
              Termination.

            


    

     

    The
      Plan
      may be terminated at any time by the Board.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              MODIFICATION
                OR TERMINATION OF BENEFITS

            


    

     

    
      	 	
              8.1.

            	
              General.

            


    

     

    Subject
      to the provisions of Section 8.2,
      the
      amendment or termination of the Plan shall not adversely affect a Participant’s
      right to any Benefit granted prior to such amendment or
      termination.

     

    
      	 	
              8.2.

            	
              Committee’s
                Right.

            


    

     

    Any
      Benefit granted may be converted, modified, forfeited or canceled, in whole
      or
      in part, by the Committee if and to the extent permitted in the Plan or
      applicable Agreement or with the consent of the Participant to whom such Benefit
      was granted. Except as may be provided in an Agreement, the Committee may,
      in
      its sole discretion, in whole or in part, waive any restrictions or conditions
      applicable to, or accelerate the vesting of, any Benefit.

     

    
      	
              9.

            	
              CHANGE
                OF CONTROL

            


    

     

    
      	 	
              9.1
                

            	
              Vesting
                and Payment.

            


    

     

    In
      the
      event of a Change of Control:

     

    (a)
       all
      outstanding Options shall become fully exercisable, except to the extent that
      the right to exercise the Option is subject to restrictions established in
      connection with an SAR that is issued in tandem with the Option;

     

    (b)
       all
      outstanding SARs shall become immediately payable, except to the extent that
      the
      right to exercise the SAR is subject to restrictions established in connection
      with an Option that is issued in tandem with the SAR;

     

    (c)
       all
      Shares of Restricted Stock shall become fully vested;

     

    (d)
       all
      Performance Shares shall be deemed to be fully earned and shall be paid out
      in
      such manner as determined by the Committee; and

     

    (e)
       all
      Cash
      Awards, Other Stock Based Awards and other Benefits shall become fully vested
      and/or earned and paid out in such manner as determined by the
      Committee.

     

    
      	 	
              9.2
                

            	
              Other
                Action.

            


    

     

    In
      the
      event of a Change of Control, the Committee, in its sole discretion, may, in
      addition to the provisions of Section 9.1 above and to the extent not
      inconsistent therewith:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (a)
       provide
      for the purchase of any Benefit for an amount of cash equal to the amount which
      could have been attained upon the exercise or realization of such Benefit had
      such Benefit been currently exercisable or payable;

     

    (b)
       make
      such
      adjustment to the Benefits then outstanding as the Committee deems appropriate
      to reflect such transaction or change; and/or

     

    (c)
       cause
      the
      Benefits then outstanding to be assumed, or new Benefits substituted therefor,
      by the surviving corporation in such change.

     

    
      	
              10.

            	
              AGREEMENTS
                AND CERTAIN BENEFITS

            


    

     

    
      	 	
              10.1.

            	
              Grant
                Evidenced by Agreement.

            


    

     

    The
      grant
      of any Benefit under the Plan shall be evidenced by an Agreement which shall
      describe the specific Benefit granted and the terms and conditions of the
      Benefit. Except as otherwise provided in an Agreement, all capitalized terms
      used in the Agreement shall have the same meaning as in the Plan, and the
      Agreement shall be subject to all of the terms of the Plan.

     

    
      	 	
              10.2.

            	
              Provisions
                of Agreement.

            


    

     

    Each
      Agreement shall contain such provisions that the Committee shall determine
      to be
      necessary, desirable and appropriate for the Benefit granted which may include,
      but not necessarily be limited to, the following with respect to any Benefit:
      description of the type of Benefit; the Benefit’s duration; its transferability;
      if an Option, the exercise price, the exercise period and the person or persons
      who may exercise the Option; the effect upon such Benefit of the Participant’s
      death, disability, changes of duties or termination of employment; the Benefit’s
      conditions; when, if, and how any Benefit may be forfeited, converted into
      another Benefit, modified, exchanged for another Benefit, or replaced; and
      the
      restrictions on any Shares purchased or granted under the Plan.

     

    
      	 	
              10.3.

            	
              Transferability.

            


    

     

    Unless
      otherwise specified in an Agreement or permitted by the Committee, each Benefit
      granted shall be not transferable other than by will or the laws of descent
      and
      distribution and shall be exercisable during a Participant’s lifetime only by
      him.

     

    
      	
              11.

            	
              REPLACEMENT
                AND TANDEM AWARDS

            


    

     

    
      	 	
              11.1.

            	
              Replacement.

            


    

     

    The
      Committee may permit a Participant to elect to surrender a Benefit in exchange
      for a new Benefit.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.2.

            	
              Tandem
                Awards.

            


    

     

    Awards
      may be granted by the Committee in tandem. However, no Benefit may be granted
      in
      tandem with an ISO except SARs.

     

    
      	
              12.

            	
              PAYMENT,
                DIVIDENDS, DEFERRAL AND
                WITHHOLDING

            


    

     

    
      	 	
              12.1.

            	
              Payment.

            


    

     

    Upon
      the
      exercise of an Option or in the case of any other Benefit that requires a
      payment by a Participant to the Company, the amount due the Company is to be
      paid:

     

    (a)    in
      cash,
      including by means of a so-called “cashless exercise” of an Option;

     

    (b)    by
      the
      surrender of all or part of a Benefit (including the Benefit being
      exercised);

     

    (c)    by
      the
      tender to the Company of Shares owned by the optionee and registered in his
      name
      having a Fair Market Value equal to the amount due to the Company;

     

    (d)    in
      other
      property, rights and credits deemed acceptable by the Committee, including
      the
      Participant’s promissory note; or

     

    (e)    by
      any
      combination of the payment methods specified in (a), (b), (c) and (d)
      above.

     

    Notwithstanding,
      the foregoing, any method of payment other than (a) may be used only with the
      consent of the Committee or if and to the extent so provided in an Agreement.
      The proceeds of the sale of Shares purchased pursuant to an Option and any
      payment to the Company for other Benefits shall be added to the general funds
      of
      the Company or to the Shares held in treasury, as the case may be, and used
      for
      the corporate purposes of the Company as the Board shall determine.

     

    
      	 	
              12.2.

            	
              Dividend
                Equivalents.

            


    

     

    Grants
      of
      Benefits in Shares or Share equivalents may include dividend equivalent payments
      or dividend credit rights.

     

    
      	 	
              12.3.

            	
              Deferral.

            


    

     

    The
      right
      to receive any Benefit under the Plan may, at the request of the Participant,
      be
      deferred for such period and upon such terms as the Committee shall determine,
      which may include crediting of interest on deferrals of cash and crediting
      of
      dividends on deferrals denominated in Shares.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              12.4.

            	
              Withholding.

            


    

     

    To
      the
      extent specified in the Agreement, the Company may, at the time any distribution
      is made under the Plan, whether in cash or in Shares, or at the time any Option
      is exercised, withhold from such distribution or Shares issuable upon the
      exercise of an Option, any amount necessary to satisfy federal, state and local
      income and/or other tax withholding requirements with respect to such
      distribution or exercise of such Options. The Committee or the Company may
      require a participant to tender to the Company cash and/or Shares in the amount
      necessary to comply with any such withholding requirements.

     

    
      	
              13.

            	
              OPTIONS

            


    

     

    
      	 	
              13.1.

            	
              Types
                of Options.

            


    

     

    It
      is
      intended that both ISOs and NQSOs, which may be Reload Options, may be granted
      by the Committee under the Plan.

     

    
      	 	
              13.2.

            	
              Grant
                of ISOs and Option Price.

            


    

     

    Each
      ISO
      must be granted to an Employee and granted within ten years from the earlier
      of
      the date of adoption by the Board or the Effective Date. The purchase price
      for
      Shares under any ISO shall be no less than the Fair Market Value of the Shares
      at the time the Option is granted.

     

    
      	 	
              13.3.

            	
              Other
                Requirements for ISOs.

            


    

     

    The
      terms
      of each Option which is intended to qualify as an ISO shall meet all
      requirements of Section 422 of the Code.

     

    
      	 	
              13.4.

            	
              NQSOs.

            


    

     

    The
      terms
      of each NQSO shall provide that such Option will not be treated as an ISO.
      The
      purchase price for Shares under any NQSO shall be no less than 85% of the Fair
      Market Value of the Shares at the time the Option is granted.

     

    
      	 	
              13.5.

            	
              Determination
                by Committee.

            


    

     

    Except
      as
      otherwise provided in Section 13.2
      through
      Section 13.4,
      the
      terms of all Options shall be determined by the Committee.

     

    
      
        
          	
                  14.

                	
                  SARS

                


        

         

        
          	 	
                  14.1.

                	
                  Grant
                    and Payment.

                


        

         

      

    

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    The
      Committee may grant SARs. Upon electing to receive payment of a SAR, a
      Participant shall receive payment in cash, in Shares, or in any combination
      of
      cash and Shares, as the Committee shall determine.

     

    
      	 	
              14.2.

            	
              Grant
                of Tandem Award.

            


    

     

    The
      Committee may grant SARs in tandem with an Option, in which case: the exercise
      of the Option shall cause a correlative reduction in SARs standing to a
      Participant’s credit which were granted in tandem with the Option; and the
      payment of SARs shall cause a correlative reduction of the Shares under such
      Option.

     

    
      	 	
              14.3.

            	
              ISO
                Tandem Award.

            


    

     

    When
      SARs
      are granted in tandem with an ISO, the SARs shall have such terms and conditions
      as shall be required for the ISO to qualify as an ISO.

     

    
      	 	
              14.4.

            	
              Payment
                of Award.

            


    

     

    SARs
      shall be paid by the Company to a Participant, to the extent payment is elected
      by the Participant (and is otherwise due and payable), as soon as practicable
      after the date on which such election is made.

     

    
      	
              15.

            	
              ANNUAL
                LIMITATIONS

            


    

     

    
      	 	
              15.1.

            	
              Limitation
                on Options and SARs.

            


    

     

    The
      number of (a) Shares covered by Options where the purchase price is no less
      than
      the Fair Market Value of the Shares on the date of grant plus (b) SARs which
      may
      be granted to any Participant in any Fiscal Year shall not exceed
      $25,000,000.

     

    
      	 	
              15.2.

            	
              Computations.

            


    

     

    For
      purposes of Section 15.1,
      Shares
      covered by an Option that is canceled shall count against the maximum, and,
      if
      the exercise price under an Option is reduced, the transaction shall be treated
      as a cancellation of the Option and a grant of a new Option; and SARs covered
      by
      a grant of SARs that is canceled shall count against the maximum; and, if the
      Fair Market Value of a Share on which the appreciation under a grant of SARs
      will be calculated is reduced, the transaction will be treated as a cancellation
      of the SARs and the grant of a new grant of SARs.

     

    
      	
              16.

            	
              RESTRICTED
                STOCK AND PERFORMANCE SHARES

            


    

     

    
      	 	
              16.1.

            	
              Restricted
                Stock.

            


    

     

    The
      Committee may grant Benefits in Shares available under Section 3
      of the
      Plan as Restricted Stock. Shares of Restricted Stock shall be issued and
      delivered at the time of the grant or as otherwise determined by the Committee,
      but shall be subject to forfeiture until provided 

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    otherwise
      in the applicable Agreement or the Plan.
      Each certificate representing Shares of Restricted Stock shall bear a legend
      referring to the Plan and the risk of forfeiture of the Shares and stating
      that
      such Shares are nontransferable until all restrictions have been satisfied
      and
      the legend has been removed. At the discretion of the Committee, the grantee
      may
      or may not be entitled to full voting and dividend rights with respect to all
      shares of Restricted Stock from the date of grant.

     

    
      	 	
              16.2.

            	
              Cost
                of Restricted Stock.

            


    

     

    Unless
      otherwise determined by the Committee, grants of Shares of Restricted Stock
      shall be made at a per Share cost to the Participant equal to par
      value.

     

    
      	 	
              16.3.

            	
              Non-Transferability.

            


    

     

    Shares
      of
      Restricted Stock shall not be transferable until after the removal of the legend
      with respect to such Shares.

     

    
      	 	
              16.4.

            	
              Performance
                Shares.

            


    

     

    Performance
      Shares are the right of an individual to whom a grant of such Shares is made
      to
      receive Shares or cash equal to the Fair Market Value of such Shares at a future
      date in accordance with the terms and conditions of such grant. The terms and
      conditions shall be determined by the Committee, in its sole discretion, but
      generally are expected to be based substantially upon the attainment of targeted
      profit and/or performance objectives.

     

    
      	 	
              16.5.

            	
              Grant.

            


    

     

    The
      Committee may grant an award of Performance Shares. The number of Performance
      Shares and the terms and conditions of the grant shall be set forth in the
      applicable Agreement.

     

    
      	
              17.

            	
              CASH
                AWARDS

            


    

     

    
      	 	
              17.1.

            	
              Grant.

            


    

     

    The
      Committee may grant Cash Awards at such times and (subject to Section
17.2)
      in such
      amounts as it deems appropriate.

     

    
      	 	
              17.2.

            	
              Rule
                16b-3.

            


    

     

    The
      amount of any Cash Award in any Fiscal Year to any Participant who is subject
      to
      Section 16
      of the
      Exchange Act shall not exceed the greater of $100,000 or 100% of his cash
      compensation (excluding any Cash Award under this Section 17)
      for
      such Fiscal Year.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	 	
              17.3.

            	
              Restrictions.

            


    

     

    Cash
      Awards may be subject or not subject to conditions (such as an investment
      requirement), restricted or nonrestricted, vested or subject to forfeiture
      and
      may be payable currently or in the future or both.

     

    
      	
              18.

            	
              OTHER
                STOCK BASED AWARDS AND OTHER
                BENEFITS

            


    

     

    
      	 	
              18.1.

            	
              Other
                Stock Based Awards.

            


    

     

    The
      Committee shall have the right to grant Other Stock Based Awards which may
      include, without limitation, the grant of Shares based on certain conditions,
      the payment of cash based on the performance of the Common Stock, and the grant
      of securities convertible into Shares.

     

    
      	 	
              18.2.

            	
              Other
                Benefits.

            


    

     

    The
      Committee shall have the right to provide types of Benefits under the Plan
      in
      addition to those specifically listed, if the Committee believes that such
      Benefits would further the purposes for which the Plan was
      established.

     

    
      	
              19.

            	
              MISCELLANEOUS
                PROVISIONS

            


    

     

    
      	 	
              19.1.

            	
              Underscored
                References.

            


    

     

    The
      underscored references contained in the Plan are included only for convenience,
      and they shall not be construed as a part of the Plan or in any respect
      affecting or modifying its provisions.

     

    
      	 	
              19.2.

            	
              Number
                and Gender

            


    

     

    The
      masculine and neuter, wherever used in the Plan, shall refer to either the
      masculine, neuter or feminine; and, unless the context otherwise requires,
      the
      singular shall include the plural and the plural the singular.

     

    
      	 	
              19.3.

            	
              Unfunded
                Status of Plan.

            


    

     

    The
      Plan
      is intended to constitute an “unfunded” plan for incentive and deferred
      compensation. With respect to any payments or deliveries of Shares not yet
      made
      to a Participant by the Company, nothing contained herein shall give any rights
      that are greater than those of a general creditor of the Company. The Committee
      may authorize the creation of trusts or other arrangements to meet the
      obligations created under the Plan to deliver Shares or payments hereunder
      consistent with the foregoing.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	 	
              19.4.

            	
              Termination
                of Employment.

            


    

     

    If
      the
      employment of a Participant by the Company terminates for any reason, except
      as
      otherwise provided in an Agreement, all unexercised, deferred, and unpaid
      Benefits may be exercisable or paid only in accordance with rules established
      by
      the Committee, provided however if a Participant is an Employee and he or she
      is
“Terminated for Cause”, as defined hereinbelow, or violates any of the terms of
      their employment after they have become vested in any of their rights herein,
      the Participant’s full interest in such rights shall terminate on the date of
      such termination of employment and all rights thereunder shall cease. Whether
      a
      Participant’s employment is Terminated for Cause shall be determined by the
      Board. Cause shall include, but not be limited to gross negligence, willful
      misconduct, flagrant or repeated violations of the Employer’s policies, rules or
      ethics, a material breach by the Participant of any employment agreement between
      the Participant and the Employer, intoxication, substance abuse, sexual or
      other
      unlawful harassment, disclosure of confidential or proprietary information,
      engaging in a business competitive with the Employer, or dishonest, illegal
      or
      immoral conduct.

     

    
      	 	
              19.5.

            	
              Designation
                of Beneficiary.

            


    

     

    A
      Participant may file with the Committee a written designation of a beneficiary
      or beneficiaries (subject to such limitations as to the classes and number
      of
      beneficiaries and contingent beneficiaries as the Committee may from time to
      time prescribe) to exercise, in the event of the death of the Participant,
      an
      Option, or to receive, in such event, any Benefits. The Committee reserves
      the
      right to review and approve beneficiary designations. A Participant may from
      time to time revoke or change any such designation of beneficiary and any
      designation of beneficiary under the Plan shall be controlling over any other
      disposition, testamentary or otherwise; provided, however, that if the Committee
      shall be in doubt as to the right of any such beneficiary to exercise any Option
      or to receive any Benefit, the Committee may determine to recognize only an
      exercise by the legal representative of the recipient, in which case the
      Company, the Committee and the members thereof shall not be under any further
      liability to anyone.

     

    
      	 	
              19.6.

            	
              Governing
                Law.

            


    

     

    This
      Plan
      shall be construed and administered in accordance with the laws of the State
      of
      Delaware, without regard to any applicable conflicts of law. By accepting an
      Option, the Employee irrevocably and unconditionally consents to submit to
      the
      exclusive jurisdiction of the courts of the State of Florida or of the United
      States of America, in each case located in Palm Beach County, Florida, for
      any
      litigation arising out of or relating to this Plan (and agrees not to commence
      any litigation relating thereto except in such courts). The Employee also
      irrevocably and unconditionally waives any objection to the laying of venue
      of
      any litigation arising out of or related to the Option or this Plan in the
      courts of the State of Florida or of the United States of America, in each
      case
      located in Palm Beach County, Florida, and hereby further irrevocably and
      unconditionally waives and agrees not to plead or claim in any such court that
      any such litigation brought in any such court has been brought in an
      inconvenient forum.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    
      	 	
              19.7.

            	
              Purchase
                for Investment.

            


    

     

    The
      Committee may require each person purchasing Shares pursuant to an Option or
      other award under the Plan to represent to and agree with the Company in writing
      that such person is acquiring the Shares for investment and without a view
      to
      distribution or resale. The certificates for such Shares may include any legend
      which the Committee deems appropriate to reflect any restrictions on transfer.
      All certificates for Shares delivered under the Plan shall be subject to such
      stock-transfer orders and other restrictions as the Committee may deem advisable
      under all applicable laws, rules and regulations, and the Committee may cause
      a
      legend or legends to be put on any such certificates to make appropriate
      references to such restrictions.

     

    
      	 	
              19.8.

            	
              No
                Employment Contract.

            


    

     

    Neither
      the adoption of the Plan nor any Benefit granted hereunder shall confer upon
      any
      Employee any right to continued employment nor shall the Plan or any Benefit
      interfere in any way with the right of the Employer to terminate the employment
      of any of its Employees at any time.

     

    
      	 	
              19.9.

            	
              No
                Effect on Other Benefits.

            


    

     

    The
      receipt of Benefits under the Plan shall have no effect on any benefits to
      which
      a Participant may be entitled from the Employer, under another plan or
      otherwise, or preclude a Participant from receiving any such
      benefits.

     

    
      	 	
              19.10

            	
              Limitation
                on Exercise

            


    

     

    Notwithstanding
      anything herein or in the stock option award, no holder of an Option may
      exercise such Option if the Company’s common stock is not then traded publicly
      on the bulletin board or on a stock exchange or stock market, except: (i) in
      connection with a sale of all or part of the Company’s common stock, or (ii)
      within two months prior to the expiration of the Option as provided in the
      stock
      option award (or as may be extended by the Committee).

     

     

    18