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                          2000 EQUITY INCENTIVE PLAN
                                      OF
                             TECH DATA CORPORATION


1.   PURPOSE.

     The purposes of the 2000 Equity Incentive Plan (the "Plan") of Tech Data
Corporation (the "Company") are to advance the interests of the Company and its
shareholders by strengthening the ability of the Company to attract, retain and
reward highly qualified officers and other employees, to motivate officers and
other selected employees to achieve business objectives established to promote
the long-term growth, profitability and success of the Company, and to encourage
ownership of the Common Stock of the Company by participating officers and other
selected employees allowing such employees to participate in the long-term
growth of the Company. The Plan authorizes performance-based stock and cash
incentive compensation in the form of stock options, restricted stock,
performance grants and awards.

2.   DEFINITIONS.

     For the purposes of the Plan, the following terms shall have the following
meanings:

     (a)  "ADJUSTED NET INCOME" means, with respect to any fiscal year of the
Company, the amount reported as "Net Income" in the audited Consolidated
Statement of Income of the Company and Subsidiaries for such year (as set forth
in the Company's Annual Report to Shareholders for such year), adjusted to
exclude any of the following items: (i) extraordinary items (as described in
Accounting Principles Board Opinion No. 30); (ii) gains or losses on the
disposition of discontinued operations; (iii) the cumulative effects of changes
in accounting principles; and (iv) any applicable adjustments for calculating
net income per diluted share in accordance with generally accepted accounting
principles.

     (b)  "ANNUAL NET INCOME PER DILUTED SHARE" means, with respect to the
fiscal year of the Company in respect of which a determination thereof is being
or to be made, the Adjusted Net Income for such year divided by the applicable
weighted average number of diluted shares of Common Stock outstanding during
such year.

     (c)  "AWARD" means any payment or settlement in respect of a grant made
pursuant to the Plan, whether in the form of shares of Common Stock or in cash,
or in any combination thereof.

     (d)  "BOARD OF DIRECTORS" means the Board of Directors of the Company.

     (e)  "CODE" means the Internal Revenue Code of 1986, as amended and in
effect from time to time, or any successor statute thereto, together with the
published rulings, regulations and interpretations duly promulgated thereunder.

     (f)  "COMMITTEE" means the Stock Option Committee of the Board of Directors
established and constituted as provided in Section 5 of the Plan.

     (g)  "COMMON STOCK" means the common stock, par value of $.0015, of the
Company, or any security issued by the Company in substitution or exchange
therefor or in lieu thereof.
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     (h)  "COMMON STOCK EQUIVALENT" means a Unit (or fraction thereof, if
authorized by the Committee) substantially equivalent to a hypothetical share of
Common Stock, credited to a Participant and having a value at any time equal to
the Fair Market Value of a share of Common Stock (or such fraction thereof) at
such time.

     (i)  "COMPANY" means Tech Data Corporation, a Florida corporation, or any
successor corporation.

     (j)  "COVERED EMPLOYEE" means any person who is a "covered employee" within
the meaning of Section 162(m) of the Code.

     (k)  "CUMULATIVE NET INCOME" means, in respect of any Performance Period,
the aggregate cumulative amount of the Adjusted Net Income for the fiscal years
of the Company during such Performance Period.

     (l)  "CUMULATIVE NET INCOME PER DILUTED SHARE" means, in respect of any
Performance Period, the aggregate cumulative amount of the Annual Net Income Per
Diluted Share for the fiscal years of the Company during such Performance
Period.

     (m)  "DIVIDEND EQUIVALENT" means, in respect of a Common Stock Equivalent
and with respect to each dividend payment date for the Common Stock, an amount
equal to the cash dividend on one share of Common Stock payable on such dividend
payment date.

     (n)  "EMPLOYEE" means any individual, including any officer of the Company,
who is on the active payroll of the Company or a Subsidiary at the relevant
time.

     (o)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
and in effect from time to time, including all rules and regulations promulgated
thereunder.

     (p)  "EXECUTIVE OFFICER" means, at any time, an individual who is an
executive officer of the Company within the meaning of Exchange Act Rule 3b-7 or
who is an officer of the Company within the meaning of Exchange Act Rule 16a-
1(f).

     (q)  "FAIR MARKET VALUE" means, in respect of any date on or as of which a
determination thereof is being or to be made, the last sales price per share of
the Common Stock reported on such date on The Nasdaq National Market or on any
other national securities exchange registered under the Exchange Act upon which
the Common Stock is then listed on such date, or, if the Common Stock was not
traded on such date, on the next preceding day on which sales of shares of the
Common Stock were reported on The Nasdaq National Market or on any other
national securities exchange registered under the Exchange Act upon which the
Common Stock is then listed.

     (r)  "INCENTIVE STOCK OPTION" means any option to purchase shares of Common
Stock granted pursuant to the provisions of Section 6 of the Plan that is
intended to be and is specifically designated as an "incentive stock option"
within the meaning of Section 422A of the Code.

     (s)  "NON-QUALIFIED STOCK OPTION" means any option to purchase shares of
Common Stock granted pursuant to the provisions of Section 6 of the Plan that is
not an Incentive Stock Option.

     (t)  "PARTICIPANT" means any Employee of the Company or a Subsidiary who
receives a grant or Award under the Plan.

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     (u)  "PERFORMANCE GRANT" means a grant made pursuant to Section 8 of the
Plan, the Award of which is contingent on the achievement of specific
Performance Goals during a Performance Period, determined using a specific
Performance Measure, all as specified in the grant agreement relating thereto.

     (v)  "PERFORMANCE GOALS" mean, with respect to any applicable grant made
pursuant to the Plan, the one or more targets, goals or levels of attainment
required to be achieved in terms of the specified Performance Measure during the
specified Performance Period, all as set forth in the related grant agreement.

     (w)  "PERFORMANCE MEASURE" means, with respect to any applicable grant made
pursuant to the Plan, one or more of the criteria identified at Section 8(c) of
the Plan selected by the Committee for the purpose of establishing, and
measuring attainment of, Performance Goals for a Performance Period in respect
of such grant, as provided in the related grant agreement.

     (x)  "PERFORMANCE PERIOD" means, with respect to any applicable grant made
pursuant to the Plan, the one or more periods of time, which may be of varying
and overlapping durations, as the Committee may select during which the
attainment of one or more Performance Goals will be measured to determine
whether, and the extent to which, a Participant is entitled to receive payment
of an Award pursuant to such grant, as provided in the related grant agreement.

     (y)  "PLAN" means this 2000 Equity Incentive Plan of the Company, as set
forth herein and as hereafter amended from time to time in accordance with the
terms hereof.

     (z)  "RESTRICTED STOCK" means shares of Common Stock issued pursuant to a
Restricted Stock Grant under Section 7 of the Plan so long as such shares remain
subject to the restrictions and conditions specified in the grant agreement
pursuant to which such Restricted Stock Grant is made.

     (aa) "RESTRICTED STOCK GRANT" means a grant made pursuant to the provisions
of Section 7 of the Plan.

     (bb) "STOCK OPTION" means and includes any Non-Qualified Stock Option and
any Incentive Stock Option granted pursuant to Section 6 of the Plan.

     (cc) "SUBSIDIARY" means any corporation or entity in which the Company
directly or indirectly owns or controls 50% or more of the equity securities
issued by such corporation or entity having the power to vote for the election
of directors.

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

3.   EFFECTIVE DATE; TERM.

     (a)  EFFECTIVE DATE. The Plan shall be effective on June 20, 2000, upon
approval by the shareholders of the Company at the 2000 annual meeting of
shareholders or any adjournments thereof.

     (b)  TERM. The Plan shall remain in effect until June 20, 2010, unless
sooner terminated by the Board of Directors. Termination of the Plan shall not
affect grants and Awards then outstanding.

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4.   SHARES OF COMMON STOCK SUBJECT TO PLAN.

     (a)  MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN. The
maximum aggregate number of shares of Common Stock which may be issued pursuant
to the Plan, subject to adjustment as provided in Section 4(b) of the Plan,
shall be three million shares (3,000,000), plus (i) any shares of Common Stock
issued under the Plan that are forfeited back to the Company or are canceled,
and (ii) any shares of Common Stock that are tendered, whether by physical
delivery or by attestation, to the Company by a Participant as full or partial
payment of the exercise price of any Stock Option granted pursuant to the Plan,
in connection with the payment or settlement of any other grant or Award made
pursuant to the Plan, or in payment of any applicable withholding for federal,
state, city, local or foreign income, payroll or other taxes incurred in
connection with the exercise of any Stock Option granted under the Plan or the
receipt or settlement of any other grant or Award under the Plan. The shares of
Common Stock which may be issued under the Plan may be authorized and unissued
shares or issued shares which have been reacquired by the Company. No fractional
share of the Common Stock shall be issued under the Plan. Awards of fractional
shares of the Common Stock, if any, shall be settled in cash.

     (b)  ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of any
change in the capital structure, capitalization or Common Stock of the Company
such as a stock dividend, stock split, recapitalization, merger, consolidation,
split-up, combination or exchange of shares or other form of reorganization, or
any other change affecting the Common Stock, such proportionate adjustments, if
any, as the Board of Directors in its discretion may deem appropriate to reflect
such change shall be made with respect to: (i) the maximum number of shares of
Common Stock which may be (1) issued pursuant to the Plan, (2) the subject of
any type of grant or Award under the Plan, and (3) granted, Awarded or issued to
any Participant pursuant to any provision of the Plan; (ii) the number of shares
of Common Stock subject to any outstanding or other grant or Award made to any
Participant under the Plan; (iii) the per share exercise price in respect of any
outstanding Stock Options; (iv) the number of shares of Common Stock and the
number of Units or the value of such Units, as the case may be, which are the
subject of other grants and Awards then outstanding under the Plan; and (v) any
other term or condition of any grant affected by any such change; provided
however that no such adjustment shall be authorized to the extent that such
authority would cause the Plan to violate Section 422(b)(1) of the Code, as from
time to time amended, and with respect to any Award no such adjustment shall be
authorized to the extent that such authority would be inconsistent with the
Plan's meeting the requirements of Section 162(m) of the Code, as from time to
time amended.

5.   ADMINISTRATION.

     (a)  THE COMMITTEE. The Plan shall be administered by the Committee to be
appointed from time to time by the Board of Directors and comprised of not less
than three of the then members of the Board of Directors who qualify as "non-
employee directors" within the meaning of Rule 16(b)-3 promulgated under the
Exchange Act and as "outside directors" within the meaning of Section 162(m) of
the Code. Members of the Committee shall serve at the pleasure of the Board of
Directors. The Board of Directors may from time to time remove members from, or
add members to, the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business and the acts of a majority
of the members present at any meeting at which a quorum is present shall be the
acts of the Committee. Any one or more members of the Committee may participate
in a meeting by conference telephone or similar means where all persons
participating in the meeting can hear and speak to each other, which
participation shall constitute presence in person at such meeting. Action
approved in writing by a majority of the members of the Committee then serving
shall be fully as effective as if the action had been taken by unanimous vote at
a meeting duly called and held. The Company shall make grants and effect Awards
under the Plan in accordance with the terms and conditions specified by the
Committee, which terms and conditions shall be set forth in grant agreements
and/or other instruments in such forms as the Committee shall approve.

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     (b)  COMMITTEE POWERS. The Committee shall have full power and authority to
operate and administer the Plan in accordance with its terms. The powers of the
Committee include, but are not limited to, the power to: (i) select Participants
from among the Employees of the Company and Subsidiaries including establishing
guidelines, criteria and overall numbers of and limits of grants and Awards;
(ii) establish the types of, and the terms and conditions of, all grants and
Awards made under the Plan, subject to any applicable limitations set forth in,
and consistent with the express terms of, the Plan; (iii) make grants,
conditionally or unconditionally, and pay or otherwise effect Awards subject to,
and consistent with, the express provisions of the Plan; (iv) establish
Performance Goals, Performance Measures and Performance Periods, subject to, and
consistent with, the express provisions of the Plan; (v) reduce the amount of
any grant or Award; (vi) prescribe the form or forms of grant agreements and
other instruments evidencing grants and Awards under the Plan; (vii) pay and to
defer payment of Awards on such terms and conditions, not inconsistent with the
express terms of the Plan, as the Committee shall determine; (viii) direct the
Company to make conversions, accruals and payments pursuant to the Plan; (ix)
construe and interpret the Plan and make any determination of fact incident to
the operation of the Plan; (x) promulgate, amend and rescind rules and
regulations relating to the implementation, operation and administration of the
Plan; (xi) adopt such modifications, procedures and subplans as may be necessary
or appropriate to comply with the laws of other countries with respect to
Participants or prospective Participants employed in such other countries; (xii)
in its sole discretion to accelerate the date on which any option may be
exercised and may accelerate the vesting of any shares of Common Stock subject
to any option or previously acquired shares by the exercise of any option;
(xiii) the power to delegate responsibility for Plan operation, management and
administration on such terms consistent with the Plan, as the Committee may
establish; (xiv) delegate to other persons the responsibility for performing
administrative or ministerial acts in furtherance of the Plan; (xv) engage the
services of persons and firms, including banks, consultants, insurance companies
and broker-dealers in furtherance of the Plan's activities; and (xvi) make all
other determinations and take all other actions as the Committee may deem
necessary or advisable for the administration and operation of the Plan. The
Committee may, in its sole discretion, delegate to one or more Executive
Officers the power to select Participants from among the Employees of the
Company and Subsidiaries provided that at the time of such grant no recipient of
such grants shall be an Executive Officer.

     (c)  COMMITTEE'S DECISIONS FINAL. Any determination, decision or action of
the Committee in connection with the construction, interpretation,
administration or application of the Plan, and of any grant agreement, shall be
final, conclusive and binding upon all Participants, and all persons claiming
through Participants, affected thereby.

     (d)  ADMINISTRATIVE ACCOUNTS. For the purpose of accounting for Awards
deferred as to payment, the Company shall establish bookkeeping accounts
expressed in Units bearing the name of each Participant receiving such Awards.
Each account shall be unfunded, unless otherwise determined by the Committee in
accordance with Section 13(d) of the Plan.

     (e)  CERTIFICATIONS. In respect of each grant under the Plan to a Covered
Employee which the Committee intends to be "performance based compensation"
under Section 162(m) of the Code, the provisions of the Plan and the related
grant agreement shall be construed to confirm such intent, and to conform to the
requirements of Section 162(m) of the Code, and the Committee shall certify in
writing (which writing may include approved minutes of a meeting of the
Committee) that the applicable Performance Goal(s), determined using the
Performance Measure specified in the related grant agreement, was attained
during the relevant Performance Period at a level that equaled or exceeded the
level required for the payment of such Award in the amount proposed to be paid
and that such Award does not exceed any applicable Plan limitation.

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6.   STOCK OPTIONS.

     (a)  IN GENERAL. Options to purchase shares of Common Stock may be granted
under the Plan and may be Incentive Stock Options or Non-Qualified Stock
Options. All Stock Options shall be subject to the terms and conditions of this
Section 6 and shall contain such additional terms and conditions, not
inconsistent with the express provisions of the Plan, as the Committee or
designated Executive Officers shall determine in accordance with personnel
policies developed by the Company. Stock Options may be granted in addition to,
or in tandem with or independent of or other grants and Awards under the Plan.

     (b)  ELIGIBILITY AND LIMITATIONS. Any officer of the Company and any other
Employee of the Company or a Subsidiary may be granted Stock Options. The
Committee shall determine, in its discretion, the Employees to whom Stock
Options will be granted, the timing of such grants, and the number of shares of
Common Stock subject to each Stock Option granted; provided (i) the maximum
number of shares of Common Stock in respect of which Stock Options may be
granted to any Employee during any fiscal year shall be three-hundred thousand
shares (300,000), and (ii) in respect of Incentive Stock Options, the aggregate
Fair Market Value (determined as of the date the Incentive Stock Option is
granted) of the shares of Common Stock with respect to which an Incentive Stock
Option becomes exercisable for the first time by a Participant during any
calendar year shall not exceed $100,000, or such other limit as may be required
by the Code, except that, if authorized by the Committee and provided for in the
related grant agreement, any portion of any Incentive Stock Option that cannot
be exercised as such because of this limitation may be converted into and
exercised as a Non-Qualified Stock Option. In no event shall any Stock Option be
granted to a Participant in exchange for the Participant's agreement to the
cancellation of one or more Stock Options, then held by such Participant, if the
exercise price of the new grant is lower than the exercise price of the grant to
be cancelled and in no event shall any Stock Option be amended to reduce the
option price, except as contemplated by Section 4(b) of the Plan.

     (c)  OPTION EXERCISE PRICE. The per share exercise price of each Stock
Option granted under the Plan shall be determined by the Committee prior to or
at the time of grant, but in no event shall the per share exercise price of any
Stock Option be less than 100% of the Fair Market Value of the Common Stock on
the date of the grant of such Stock Option.

     (d)  OPTION TERM. The term of each Stock Option shall be fixed by the
Committee; except that in no event shall the term of any Incentive Stock Option
exceed ten years after the date such Incentive Stock Option is granted.

     (e)  EXERCISABILITY. A Stock Option shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at the date of grant; provided, however, that no Stock Option shall be
exercisable during the first six months after the date such Stock Option is
granted. No Stock Option may be exercised unless the holder thereof is at the
time of such exercise an Employee and has been continuously an Employee since
the date such Stock Option was granted, except that the Committee or designated
Executive Officers may permit the exercise of any Stock Option for any period
following the Participant's termination of employment not in excess of the
original term of the Stock Option on such terms and conditions as it shall deem
appropriate and specified in the related grant agreement.

     (f)  METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in
part, by giving written notice of exercise to the Company specifying the number
of shares of Common Stock to be purchased. Such notice shall be accompanied by
payment in full of the purchase price, plus any required withholding taxes, in
cash or, if permitted by the terms of the related grant agreement or otherwise
approved in advance by the Committee, in shares of Common Stock already owned by
the Participant valued at the Fair Market Value of the Common Stock on the date
of exercise and delivered either by physical or constructive (attestation)
delivery. The Committee may also permit Participants, either on a selective or
aggregate basis, to simultaneously exercise Stock Options and sell the shares of
Common Stock thereby acquired pursuant to a brokerage or similar arrangement
approved in advance by the Committee and to use the proceeds from such sale to
pay the exercise price and withholding taxes.

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7.   RESTRICTED STOCK GRANTS AND AWARDS.

     (a)  IN GENERAL. A Restricted Stock Grant is the issuance of shares of
Common Stock in the name of an Employee, which issuance is subject to such terms
and conditions as the Committee shall deem appropriate, including, without
limitation, restrictions on the sale, assignment, transfer or other disposition
of such shares and the requirement that the Employee forfeit such shares back to
the Company (i) upon termination of employment for specified reasons within a
specified period of time, or (ii) if any specified Performance Goals are not
achieved during a specified Performance Period, or (iii) if such other
conditions as the Committee may specify are not satisfied.

     (b)  ELIGIBILITY AND LIMITATIONS. Any officer of the Company and any other
key Employee of the Company or a Subsidiary selected by the Committee may
receive a Restricted Stock Grant. The Committee, in its sole discretion, shall
determine whether a Restricted Stock Grant shall be made, the Employee to
receive the Restricted Stock Grant, and the conditions and restrictions imposed
on the Restricted Stock Grant. The maximum number of shares of Common Stock
which may be issued as Restricted Stock under the Plan shall be two hundred
thousand shares (200,000). The maximum number of shares of Common Stock which
may be issued to any Employee as Restricted Stock during any fiscal year shall
not exceed fifty thousand shares (50,000). The maximum amount any Employee may
receive as a Restricted Stock Grant in any fiscal year shall not exceed two and
one-half million dollars ($2,500,000), determined using the Fair Market Value of
such Restricted Stock Grant as at the date of the grant thereof.

     (c)  RESTRICTION PERIOD. Restricted Stock Grants shall provide that in
order for a Participant to receive shares of Common Stock free of restrictions,
the Participant must remain in the employment of the Company or its
Subsidiaries, subject to such exceptions as the Committee shall deem appropriate
and specify in the related grant agreement, for a period of not less than three
years commencing on the date of the grant and ending on such later date or dates
as the Committee may designate at the time of the grant (the "Restriction
Period"). The Committee, in its sole discretion, may provide for the lapse of
restrictions in installments during the Restriction Period. The Committee may
also establish one or more Performance Goals that are required to be achieved
during one or more Performance Periods within the Restriction Period as a
condition to the lapse of the restrictions.

     (d)  RESTRICTIONS. The following restrictions and conditions shall apply to
each Restricted Stock Grant during the Restriction Period: (i) the Participant
shall not be entitled to delivery of the shares of the Common Stock; (ii) the
Participant may not sell, assign, transfer, pledge, hypothecate, encumber or
otherwise dispose of or realize on the shares of Common Stock subject to the
Restricted Stock Grant; and (iii) the shares of the Common Stock issued as
Restricted Stock shall be forfeited to the Company if the Participant for any
reason ceases to be an Employee prior to the end of the Restriction Period,
except due to circumstances specified in the related grant agreement or
otherwise approved by the Committee. The Committee may, in its sole discretion,
include such other restrictions and conditions as it may deem appropriate.

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

     (f)  RIGHTS AS A SHAREHOLDER. A Participant shall have, with respect to
shares of Restricted Stock, all of the rights of a shareholder of the Company,
including the right to vote the shares and receive any cash dividends paid
thereon. Stock dividends distributed with respect to shares of Restricted Stock
shall be treated as additional shares under the Restricted Stock Grant and shall
be subject to the restrictions and other terms and conditions set forth therein.

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8.   PERFORMANCE GRANTS AND AWARDS.

     (a)  ELIGIBILITY AND TERMS. The Committee may grant to officers of the
Company and other key Employees of the Company and its Subsidiaries the
prospective contingent right, expressed in Units, to receive payments of shares
of Common Stock, cash or any combination thereof, with each Unit equivalent in
value to one share of Common Stock, or equivalent to such other value or
monetary amount as may be designated or established by the Committee
("Performance Grants"), based upon Company performance over a specified
Performance Period. The Committee shall, in its sole discretion, determine the
officers of the Company and other key Employees eligible to receive Performance
Grants. At the time each Performance Grant is made, the Committee shall
establish the Performance Period, the Performance Measure and the targets to be
attained relative to such Performance Measure (the "Performance Goals") in
respect of such Performance Grant. The number of shares of Common Stock and/or
the amount of cash earned and payable in settlement of a Performance Grant shall
be determined at the end of the Performance Period (a "Performance Award").

     (b)  LIMITATIONS ON GRANTS AND AWARDS. The maximum number of shares of
Common Stock which may be issued pursuant to Performance Grants shall be two-
hundred thousand shares (200,000). The maximum number of shares which may be the
subject of Performance Grants made to any Participant in respect of any
Performance Period or during any fiscal year shall be fifty-thousand shares
(50,000). The maximum amount any Participant may receive during any fiscal year
as Performance Awards pursuant to Performance Grants shall not exceed two and
one-half million dollars ($2,500,000), determined using the Fair Market Value of
such Performance Awards as at the last day of the applicable Performance Period
or Periods or as at date or dates of the payment thereof, whichever is higher.

     (c)  PERFORMANCE GOALS, PERFORMANCE MEASURES AND PERFORMANCE PERIODS. Each
Performance Grant shall provide that, in order for a Participant to receive an
Award of all or a portion of the Units subject to such Performance Grant, the
Company must achieve certain Performance Goals over a designated Performance
Period having a minimum duration of one year, with attainment of the Performance
Goals determined using a specific Performance Measure. The Performance Goals and
Performance Period shall be established by the Committee in its sole discretion.
The Committee shall establish a Performance Measure for each Performance Period
for determining the portion of the Performance Grant which will be earned or
forfeited based on the extent to which the Performance Goals are achieved or
exceeded. In setting Performance Goals, the Committee may use a Performance
Measure based on any one, or on any combination, of the following Company
performance factors as the Committee deems appropriate: (i) Cumulative Net
Income Per Diluted Share; (ii) Cumulative Net Income; (iii) return on sales;
(iv) total shareholder return; (v) return on assets; (vi) economic value added;
(vii) cash flow; (viii) return on equity; (ix) cumulative operating income
(which shall equal consolidated sales minus cost of goods sold and selling,
administrative and general expense) and (x) achievement of explicit strategic
objectives or milestones. Performance Goals may include minimum, maximum and
target levels of performance, with the size of Performance Award based on the
level attained. Once established by the Committee and specified in the grant
agreement, and if and to the extent provided in or required by the grant
agreement, the Performance Goals and the Performance Measure in respect of any
Performance Grant (or any Restricted Stock Grant or Stock-Based Grant that
requires the attainment of Performance Goals as a condition to the Award) shall
not be changed. The Committee may, in its discretion, eliminate or reduce (but
not increase) the amount of any Performance Award (or Restricted Stock or Stock-
Based Award) that otherwise would be payable to a Participant upon attainment of
the Performance Goal(s).

     (d)  FORM OF GRANTS. Performance Grants may be made on such terms and
conditions not inconsistent with the Plan, and in such form or forms, as the
Committee may from time to time approve. Performance Grants may be made alone,
in addition to in tandem with, or independent of other grants and Awards under
the Plan. Subject to the terms of the Plan, the Committee shall, in its
discretion, determine the number of Units subject to each Performance Grant made
to a Participant and the Committee may impose different terms and conditions on
any particular Performance Grant made to any Participant. The Performance Goals,
the Performance Period or Periods, and the Performance Measure applicable to a
Performance Grant shall be set forth in the relevant grant agreement.

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

9.   DEFERRALS.

     The Committee may, whether at the time of grant or at anytime thereafter
prior to payment or settlement, require a Participant to defer, or permit
(subject to such conditions as the Committee may from time to time establish) a
Participant to elect to defer, receipt of all or any portion of any payment of
cash or shares of Common Stock that would otherwise be due to such Participant
in payment or settlement of any Award under the Plan. If any such deferral is
required by the Committee (or is elected by the Participant with the permission
of the Committee), the Committee shall establish rules and procedures for such
payment deferrals. The Committee may provide for the payment or crediting of
interest, at such rate or rates as it shall in its discretion deem appropriate,
on such deferred amounts credited in cash and the payment or crediting of
dividend equivalents in respect of deferred amounts credited in Common Stock
Equivalents. Deferred amounts may be paid in a lump sum or in installments in
the manner and to the extent permitted, and in accordance with rules and
procedures established, by the Committee.

10.  NON-TRANSFERABILITY OF GRANTS AND AWARDS.

     No grant or Award under the Plan, and no right or interest therein, shall
be (i) assignable, alienable or transferable by a Participant, except by will or
the laws of descent and distribution, or (ii) subject to any obligation, or the
lien or claims of any creditor, of any Participant, or (iii) subject to any
lien, encumbrance or claim of any party made in respect of or through any
Participant, however arising. During the lifetime of a Participant, Stock
Options are exercisable only by, and shares of Common Stock issued upon the
exercise of Stock Options and or in settlement of other Awards will be issued
only to, and other payments in settlement of any Award will be payable only to,
the Participant or his or her legal representative. The Committee may, in its
sole discretion, authorize written designations of beneficiaries and authorize
Participants to designate beneficiaries with the authority to exercise Stock
Options and granted to a Participant in the event of his or her death.
Notwithstanding the foregoing, the Committee may, in its sole discretion and on
and subject to such terms and conditions as it shall deem appropriate, which
terms and conditions shall be set forth in the related grant agreement: (i)
authorize a Participant to transfer all or a portion of any Non-Qualified Stock
Option granted to such Participant; provided, that in no event shall any
transfer be made to any person or persons other than such Participant's spouse,
children or grandchildren, or a trust for the exclusive benefit of one or more
such persons, which transfer must be made as a gift and without any
consideration; and (ii) provide for the transferability of a particular grant or
Award pursuant to a qualified domestic relations order. All other transfers and
any retransfer by any permitted transferee are prohibited and any such purported
transfer shall be null and void. Each Stock Option which becomes the subject of
permitted transfer (and the Participant to whom it was granted by the Company)
shall continue to be subject to the same terms and conditions as were in effect
immediately prior to such permitted transfer. The Participant shall remain
responsible to the Company for the payment of all withholding taxes incurred as
a result of any exercise of such Stock Option. In no event shall any permitted
transfer of a Stock Option create any right in any party in respect of any Stock
Option or other grant or Award, other than the rights of the qualified
transferee in respect of such Stock Option specified in the related grant
agreement.

11.  CHANGE IN CONTROL.

     (a)  EFFECT ON GRANTS. In the event of a Change in Control (as defined
below) of the Company, except as the Board of Directors comprised of a majority
of Continuing Directors may expressly provide

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otherwise, and notwithstanding any other provision of the Plan to the contrary:
(i) all Stock Options then outstanding shall become fully exercisable as of the
date of the Change in Control, whether or not then exercisable; (ii) all
restrictions and conditions in respect of all Restricted Stock Grants then
outstanding shall be deemed satisfied as of the date of the Change in Control;
and (iii) all Performance Grants and Awards shall be deemed to have been fully
earned, at the maximum amount of the award opportunity specified in the grant
agreement, as of the date of the Change in Control.

     (b)  CHANGE IN CONTROL DEFINED. A "Change in Control" of the Company shall
occur when: (i) any Acquiring Person (other than the Company, any Subsidiary,
any employee benefit plan of the Company or of any Subsidiary, or any person or
entity organized, appointed or established by the Company or a Subsidiary for or
pursuant to the terms of any such plans), alone, or together with its Affiliates
and Associates, shall become the beneficial owner of fifty percent (50%) or more
of the shares of Common Stock then outstanding and provided that the Continuing
Directors of the combined companies specifically determine that it is a "change
in control" of the Company; or (ii) the shareholders of the Company approve a
definitive agreement for a merger or consolidation involving the Company which
would result in the Common Stock outstanding immediately prior to such merger or
consolidation continuing to represent (whether by remaining outstanding or by
being converted into voting securities of the surviving entity) less than fifty
percent of the combined voting power of the Company and such other entity
outstanding immediately after such merger or consolidation; or (iii) the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company; or (iv) the Continuing Directors
no longer constitute a majority of the Board of Directors. "Acquiring Person"
means any person (any individual, firm, corporation or other entity) who or
which, together with all its Affiliates and Associates, shall be the beneficial
owner of a substantial block of Common Stock. "Affiliate" and "Associate" shall
have the respective meanings ascribed to such terms in Rule 12b-2 under the
Exchange Act. "Continuing Director" means any individual who is a member of the
Board of Directors, while such individual is a member of the Board of Directors,
who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring
Person, or a representative or nominee of an Acquiring Person or of any such
Affiliate or Associate, and was a member of the Board of Directors prior to the
occurrence of a Change in Control, and any successor of a Continuing Director,
while such successor is a member of the Board of Directors, who is not an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or
representative or nominee of an Acquiring Person or of any such Affiliate or
Associate, and is recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.

12.  AMENDMENT AND TERMINATION.

     The Board of Directors may at any time terminate the Plan, except with
respect to grants then outstanding. The Board of Directors may amend the Plan at
any time and from time to time in such respects as the Board of Directors may
deem necessary or appropriate without approval of the shareholders, unless such
approval is necessary in order to comply with applicable laws, including the
Exchange Act and the Code. In no event may the Board of Directors amend the Plan
without the approval of the shareholders to (i) increase the maximum number of
shares of Common Stock which may be issued pursuant to the Plan, (ii) increase
any limitation set forth in the Plan on the number of shares of Common Stock
which may be issued, or the aggregate value of Awards which may be made, in
respect of any type of grant to all Participants during the term of the Plan or
to any Participant during any specified period, (iii) reduce the minimum
exercise price for Stock Options, or (iv) change the Performance Measure
criteria identified at Section 9(c) of the Plan.

13.  MISCELLANEOUS.

     (a)  WITHHOLDING TAXES. All Awards under the Plan will be made subject to
any applicable withholding for taxes of any kind. The Company shall have the
right to deduct from any amount payable under the Plan, including delivery of
shares of Common Stock to be made under the Plan, all federal, state, city,
local or foreign taxes of any kind required by law to be withheld with respect
to such payment and to take such other

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<PAGE>

actions as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes. If shares of Common Stock are used to
satisfy withholding taxes, such shares shall be valued based on the Fair Market
Value thereof on the date when the withholding for taxes is required to be made.
The Company shall have the right to require a Participant to pay cash to satisfy
withholding taxes as a condition to the payment of any amount (whether in cash
or shares of Common Stock) under the Plan.

     (b)  NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the
making of any grant or Award shall confer upon any Employee any right to
continued employment with the Company or any Subsidiary, nor shall it interfere
in any way with the right of the Company or any Subsidiary to terminate the
employment of any Employee at any time, with or without cause.

     (c)  UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not be
required to segregate any assets that may at any time be represented by Awards
under the Plan. Any liability of the Company to any person with respect to any
Award under the Plan shall be based solely upon any contractual obligations that
may be effected pursuant to the Plan. No such obligation of the Company shall be
deemed to be secured by any pledge of, or other encumbrance on, any property of
the Company.

     (d)  PAYMENTS TO TRUST. The Committee is authorized to cause to be
established a trust agreement or several trust agreements whereunder the
Committee may make payments of amounts due or to become due to Participants in
the Plan.

     (e)  OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and other
benefits received by a Participant under an Award made pursuant to the Plan
shall not be deemed a part of a Participant's regular, recurring compensation
for purposes of any termination indemnity or severance pay law of any country
and shall not be included in, nor have any effect on, the determination of
benefits under any pension or other employee benefit plan or similar arrangement
provided by the Company or any Subsidiary, unless (i) expressly so provided by
such other plan or arrangement or (ii) the Committee expressly determines that
an Award or a portion thereof should be included as recurring compensation.
Nothing contained in the Plan shall prohibit the Company or any Subsidiary from
establishing other special awards, incentive compensation plans, compensation
programs and other similar arrangements providing for the payment of
performance, incentive or other compensation to Employees. Payments and benefits
provided to any Employee under any other plan, including, without limitation,
any stock option, stock award, restricted stock, deferred compensation, savings,
retirement or other benefit plan or arrangement, shall be governed solely by the
terms of such other plan.

     (f)  SECURITIES LAW RESTRICTIONS. In no event shall the Company be
obligated to issue or deliver any shares of Common Stock if such issuance or
delivery shall constitute a violation of any provisions of any law or regulation
of any governmental authority or securities exchange. No shares of Common Stock
shall be issued under the Plan unless counsel for the Company shall be satisfied
that such issuance will be in compliance with all applicable Federal and state
securities laws and regulations and all requirements of any securities exchange
on which the Common Stock is listed.

     (g)  GRANT AGREEMENTS. Each Participant receiving a grant under the Plan
shall enter into a grant agreement with the Company in a form specified by the
Committee agreeing to the terms and conditions of the grant and such related
matters as the Committee shall, in its sole discretion, determine.

     (h)  SEVERABILITY. In the event any provision of the Plan shall be held to
be invalid or unenforceable for any reason, such invalidity or unenforceability
shall not affect the remaining provisions of the Plan.

     (i)  TRANSITION - 1990 PLAN. The Plan replaces and supersedes the 1990
Incentive and Non-Statutory Stock Option Plan (the "1990 Plan") and the 1990
Plan shall automatically terminate when the Plan

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<PAGE>

becomes effective, except that such termination shall not affect any grants or
awards then outstanding under the 1990 Plan.

     (j)  GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Florida.

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