bmnm10q11072007ex10-3.htm


    BIMINI
      CAPITAL MANAGEMENT, INC.

     

    2003
      LONG TERM INCENTIVE COMPENSATION PLAN

     

    Bimini
      Capital Management, Inc., a Maryland corporation, wishes to attract key
      employees, directors and consultants to the Company and its Subsidiaries and
      induce key employees, directors and consultants to remain with the Company
      and
      its Subsidiaries, and encourage them to increase their efforts to make the
      Company’s business more successful whether directly or through its
      Subsidiaries.  In furtherance thereof, the Bimini Capital Management,
      Inc. 2003 Long Term Incentive Compensation Plan is designed to provide
      equity-based incentives to key employees, directors and consultants of the
      Company and its Subsidiaries.  Awards under the Plan may be made to
      selected key employees, directors and consultants of the Company and its
      Subsidiaries in the form of Options, Restricted Stock, Phantom Shares, Dividend
      Equivalent Rights or other forms of equity-based compensation.

     

    1.  DEFINITIONS.

     

    Whenever
      used herein, the following terms shall have the meanings set forth
      below:

     

    “Award,”
      except where referring to a particular category of grant under the Plan, shall
      include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock,
      Phantom Shares and Dividend Equivalent Rights.

     

    “Award
      Agreement” means a written agreement in a form approved by the Committee to be
      entered into by the Company and the Participant as provided in Section
      3.

     

    “Board”
      means the Board of Directors of the Company.

     

    “Cause”
      means, unless otherwise provided in the Participant’s Award Agreement, (i)
      engaging in (A) willful or gross misconduct or (B) willful or gross
      neglect; (ii) repeatedly failing to adhere to the directions of superiors or
      the
      Board or the written policies and practices of the Company or its Subsidiaries
      or its affiliates; (iii) the commission of a felony or a crime of moral
      turpitude, dishonesty, breach of trust or unethical business conduct, or any
      crime involving the Company or its Subsidiaries, or any affiliate thereof;
      (iv)
      fraud, misappropriation or embezzlement; (v) a material breach of the
      Participant’s employment agreement (if any) with the Company or its Subsidiaries
      or its affiliates; (vi) acts or omissions constituting a material failure to
      perform substantially and adequately the duties assigned to the Participant,;
      (vi) any illegal act detrimental to the Company or its Subsidiaries or its
      affiliates; or (vii) repeated failure to adhere to the directions of the Board,
      to adhere to the Company’s policies and practices or to devote substantially all
      of Participant’s business time and efforts to the Company if required by
      Participant’s employment agreement; provided, however, that, if at any
      particular time the Participant is subject to an effective employment agreement
      with the Company, then, in lieu of the foregoing definition, “Cause” shall at
      that time have such meaning as may be specified in such employment
      agreement.

     

    “Change
      in Control” shall mean the happening of any of the following:

     

    (i)  any
      “person,” including a “group” (as such terms are used in Sections 13(d) and
      14(d) of the Exchange Act, but excluding the Company, any entity controlling,
      controlled by or under common control with the Company, any employee benefit
      plan of the Company or any such entity, and with respect to any particular
      Participant, the Participant and any “group” (as such term is used in Section
      13(d)(3) of the Exchange Act) of which the Participant is a member, is or
      becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange
      Act), directly or indirectly, of securities of the Company representing 30%
      or
      more of either (A) the combined voting power of the Company’s then outstanding
      securities or (B) the then outstanding Shares (in either such case other than
      as
      a result of an acquisition of securities directly from the Company); provided,
      however, that, in no event shall a Change in Control be deemed to have occurred
      upon an initial public offering of the Common Stock under the Securities Act;
      or

     

    (ii)  any
      consolidation or merger of the Company where the shareholders of the Company,
      immediately prior to the consolidation or merger, would not, immediately after
      the consolidation or merger, beneficially own (as such term is defined in Rule
      13d-3 under the Exchange Act), directly or indirectly, shares representing
      in
      the aggregate 50% or more of the combined voting power of the securities of
      the
      corporation issuing cash or securities in the consolidation or merger (or of
      its
      ultimate parent corporation, if any); or

     

    (iii)  there
      shall occur (A) any sale, lease, exchange or other transfer (in one transaction
      or a series of transactions contemplated or arranged by any party as a single
      plan) of all or substantially all of the assets of the Company, other than
      a
      sale or disposition by the Company of all or substantially all of the Company’s
      assets to an entity, at least 50% of the combined voting power of the voting
      securities of which are owned by “persons” (as defined above in Section (i)) in
      substantially the same proportion as their ownership of the Company immediately
      prior to such sale or (B) the approval by shareholders of the Company of any
      plan or proposal for the liquidation or dissolution of the Company;
      or

     

    (iv)  the
      members of the Board at the beginning of any consecutive 24-calendar-month
      period (the “Incumbent Directors”) cease for any reason other than due to death
      to constitute at least a majority of the members of the Board; provided that
      any
      director whose election, or nomination for election by the Company’s
      shareholders, was approved by a vote of at least a majority of the members
      of
      the Board then still in office who were members of the Board at the beginning
      of
      such 24-calendar-month period, shall be deemed to be an Incumbent
      Director.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    “Committee”
      means the Compensation Committee of the Board.

     

    “Common
      Stock” means the Company’s Class A Common Stock, par value $.001 per share,
      either currently existing or authorized hereafter.

     

    “Company”
      means the Bimini Capital Management, Inc., a corporation.

     

    “Director”
      means a non-employee director of the Company or it Subsidiaries.

     

    “Disability”
      means, unless otherwise provided by the Committee in the Participant’s Award
      Agreement, a disability which renders the Participant incapable of performing
      all of his or her material duties for a period of at least 180 consecutive
      or
      non-consecutive days during any consecutive twelve-month period.

     

    “Dividend
      Equivalent Right” means a right awarded under Section 8 of the Plan to receive
      (or have credited) the equivalent value (in cash or Shares of Common Stock)
      of
      dividends declared on shares of Class A Common Stock otherwise subject to an
      award.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Fair
      Market Value” per Share as of a particular date means (i) if Shares are then
      listed on a national stock exchange, the closing sales price per Share on the
      exchange for the last preceding date on which there was a sale of Shares on
      such
      exchange, as determined by the Committee, (ii) if Shares are not then listed
      on
      a national stock exchange but are then traded on an over-the-counter market,
      the
      average of the closing bid and asked prices for the Shares in such
      over-the-counter market for the last preceding date on which there was a sale
      of
      such Shares in such market, as determined by the Committee, or (iii) if Shares
      are not then listed on a national stock exchange or traded on an
      over-the-counter market, such value as the Committee in its discretion may
      in
      good faith determine; provided that, where the Shares are so listed or traded,
      the Committee may make such discretionary determinations where the Shares have
      not been traded for 10 trading days.

    


    “Grantee”
      means an employee, director or consultant granted Restricted Stock, Phantom
      Shares or Dividend Equivalent Rights hereunder.

     

    “Incentive
      Stock Option” means an “incentive stock option” within the meaning of Section
      422(b) of the Code.

     

    “Non-Qualified
      Stock Option” means an Option which is not an Incentive Stock
      Option.

     

    “Option”
      means the right to purchase, at a price and for the term fixed by the Committee
      in accordance with the Plan, and subject to such other limitations and
      restrictions in the Plan and the applicable Award Agreement, a number of Shares
      determined by the Committee.

     

    “Optionee”
      means an employee or director of, or consultant to, the Company to whom an
      Option is granted, or the Successors of the Optionee, as the context so
      requires.

     

    “Option
      Price” means the exercise price per Share.

     

    “Participant”
      means a Grantee or Optionee.

     

    “Phantom
      Share” means a right, pursuant to the Plan, of the Grantee to payment of the
      Phantom Share Value.

     

    “Phantom
      Share Value,” per Phantom Share, means the Fair Market Value of a Share of Class
      A Common Stock, or, if so provided by the Committee, such Fair Market Value
      to
      the extent in excess of a base value established by the Committee at the time
      of
      grant.

     

    “Plan”
      means the Company’s 2003 Long Term Incentive Compensation Plan, as set forth
      herein and as the same may from time to time be amended.

     

    “Restricted
      Stock” means an award of Shares that are subject to restrictions
      hereunder.

     

    “Retirement”
      means, unless otherwise provided by the Committee in the Participant’s Award
      Agreement, the Termination of Service (other than for Cause) of a Participant
      on
      or after the Participant’s attainment of age 65 or on or after the Participant’s
      attainment of age 55 with five consecutive years of service with the Company
      and
      or its Subsidiaries or its affiliates.

     

    “Securities
      Act” means the Securities Act of 1933, as amended.

     

    “Settlement
      Date” means the date determined under Section 7.4(c).

     

    “Shares”
      means shares of Class A Common Stock of the Company.

     

    “Subsidiary”
      means any corporation (other than the Company) that is a “subsidiary
      corporation” with respect to the Company under Section 424(f) of the
      Code.  In the event the Company becomes a subsidiary of another
      company, the provisions hereof applicable to subsidiaries shall, unless
      otherwise determined by the Committee, also be applicable to any company that
      is
      a “parent corporation” with respect to the Company under Section 424(e) of the
      Code.

     

    “Successor
      of the Optionee” means the legal representative of the estate of a deceased
      Optionee or the person or persons who shall acquire the right to exercise an
      Option by bequest or inheritance or by reason of the death of the
      Optionee.

     

    “Termination
      of Service” means a Participant’s termination of employment or other service, as
      applicable, with the Company and its Subsidiaries.  Cessation of
      service as an officer, employee, director or consultant shall not be treated
      as
      a Termination of Service if the Participant continues without interruption
      to
      serve thereafter in another one (or more) of such other capacities.

     

    2.  EFFECTIVE
      DATE AND TERMINATION OF PLAN.

     

    The
      effective date of the Plan is December 1, 2003.  The Plan shall not
      become effective unless and until it is approved by the shareholders of the
      Company.  The Plan shall terminate on, and no Award shall be granted
      hereunder on or after, the 10-year anniversary of the earlier of the approval
      of
      the Plan by (i) the Board or (ii) the shareholders of the Company; provided,
      however, that the Board may at any time prior to that date terminate the
      Plan.

     

    3.  ADMINISTRATION
      OF PLAN.

     

    (a)  The
      Plan
      shall be administered by the Committee appointed by the Board. The Committee,
      upon and after such time as it is covered in Section 16 of the Exchange
      Act,  shall consist of at least two individuals each of whom shall be
      a “nonemployee director” as defined in Rule 16b-3 as promulgated by the
      Securities and Exchange Commission (“Rule 16b-3”) under the Exchange Act and
      shall, at such times as the Company is subject to Section 162(m) of the Code
      (to
      the extent relief from the limitation of Section 162(m) of the Code is sought
      with respect to Awards), qualify as “outside directors” for purposes of
      Section 162(m) of the Code.  The acts of a majority of the
      members present at any meeting of the Committee at which a quorum is present,
      or
      acts approved in writing by a majority of the entire Committee, shall be the
      acts of the Committee for purposes of the Plan.  If and to the extent
      applicable, no member of the Committee may act as to matters under the Plan
      specifically relating to such member.  If no Committee is designated
      by the Board to act for these purposes, the Board shall have the rights and
      responsibilities of the Committee hereunder and under the Award
      Agreements.

     

    (b)  Subject
      to the provisions of the Plan, the Committee shall in its discretion as
      reflected by the terms of the Award Agreements (i) authorize the granting of
      Awards to key employees, directors and consultants of the Company and its
      Subsidiaries; and (ii) determine the eligibility of an employee, director or
      consultant to receive an Award, as well as determine the number of Shares to
      be
      covered under any Award Agreement, considering the position and responsibilities
      of the employee, director or consultant, the nature and value to the Company
      of
      the employee’s, director’s or consultant’s present and potential contribution to
      the success of the Company whether directly or through its Subsidiaries and
      such
      other factors as the Committee may deem relevant.

     

    (c)  The
      Award
      Agreement shall contain such other terms, provisions and conditions not
      inconsistent herewith as shall be determined by the Committee.  In the
      event that any Award Agreement or other agreement hereunder provides (without
      regard to this sentence) for the obligation of the Company or any affiliate
      thereof to purchase or repurchase Shares from an Participant or any other
      person, then, notwithstanding the provisions of the Award Agreement or such
      other agreement, such obligation shall not apply to the extent that the purchase
      or repurchase would not be permitted under governing state law.  The
      Participant shall take whatever additional actions and execute whatever
      additional documents the Committee may in its reasonable judgment deem necessary
      or advisable in order to carry out or effect one or more of the obligations
      or
      restrictions imposed on the Participant pursuant to the express provisions
      of
      the Plan and the Award Agreement.

     

    (d)  Without
      limiting the generality of the Committee’s discretion hereunder, the Committee
      may (subject to such considerations as may arise under Section 16 of the
      Exchange Act, or under other corporate, securities or tax laws) take any steps
      it deems appropriate, that are not inconsistent with the purposes and intent
      of
      the Plan, to establish performance-based criteria applicable to Awards otherwise
      permitted to be granted hereunder, and to attempt to procure shareholder
      approval with respect thereto, to take into account the provisions of Section
      162(m) of the Code.

     

    4.  SHARES
      AND UNITS SUBJECT TO THE PLAN.

     

    4.1  In
      General.

     

    (a)  Subject
      to Section 4.2, and subject to adjustments as provided in Section 13, the total
      number of Shares subject to Options granted under the Plan, Shares of Restricted
      Stock and Phantom Shares granted under the Plan, in the aggregate, may not
      exceed 4,000,000, or, if less, 10% of the number of Shares outstanding from
      time
      to time.  Shares distributed under the Plan may be treasury Shares or
      authorized but unissued Shares.  Any Shares that have been granted as
      Restricted Stock or that have been reserved for distribution in payment for
      Options or Phantom Shares but are later forfeited or for any other reason are
      not payable under the Plan may again be made the subject of Awards under the
      Plan.

     

    (b)  Shares
      subject to Dividend Equivalent Rights, other than Dividend Equivalent Rights
      based directly on the dividends payable with respect to Shares subject to
      Options or the dividends payable on a number of Shares corresponding to the
      number of Phantom Shares awarded, shall be subject to the limitation of Section
      4.1(a).

     

    (c)  The
      certificates for Shares issued hereunder may include any legend which the
      Committee deems appropriate to reflect any restrictions on transfer hereunder
      or
      under the Award Agreement, or as the Committee may otherwise deem
      appropriate.

     

    4.2  Options.

     

    Subject
      to adjustments pursuant to Section 13, and subject to the last sentence of
      Section 4.1(a), Options with respect to an aggregate of no more than 4,000,000
      Shares may be granted under the Plan, or, if less, 10% of the number of Shares
      outstanding from time to time.  Subject to adjustments pursuant to
      Section 13, in no event may any Optionee receive Options for more than 2,000,000
      Shares over the life of the Plan.  The aggregate Fair Market Value,
      determined as of the date an Option is granted, of the Common Stock for which
      any Optionee may be awarded Incentive Stock Options which are first exercisable
      by the Optionee during any calendar year under the Plan (or any other stock
      option plan required to be taken into account  under Section 422(d) of
      the Code) shall not exceed $100,000.

     

    5.  PROVISIONS
      APPLICABLE TO STOCK OPTIONS.

     

    5.1  Grant
      of Option.

     

    Subject
      to the other terms of the Plan, the Committee shall, in its discretion as
      reflected by the terms of the applicable Award Agreement: determine and
      designate from time to time those key employees, directors and consultants
      of
      the Company and its Subsidiaries to whom Options are to be granted and the
      number of Shares to be optioned to each employee, director and consultant;
      (ii)
      determine whether to grant Options intended to be Incentive Stock Options,
      or to
      grant Non-Qualified Stock Options, or both (to the extent that any Option does
      not qualify as an Incentive Stock Option, it shall constitute a separate
      Non-Qualified Stock Option); provided that Incentive Stock Options may only
      be
      granted to employees; (iii) determine the time or times when and the manner
      and
      condition in which each Option shall be exercisable and the duration of the
      exercise period; (iv) designate each Option as one intended to be an Incentive
      Stock Option or as a Non-Qualified Stock Option; and (v) determine or impose
      other conditions to the grant or exercise of Options under the Plan as it may
      deem appropriate.

    


    5.2  Option
      Price.

     

    The
      Option Price shall be determined by the Committee on the date the Option is
      granted and reflected in the Award Agreement, as the same may be amended from
      time to time.  Any particular Award Agreement may provide for
      different exercise prices for specified amounts of Shares subject to the
      Option.  The Option Price with respect to each Incentive Stock Option,
      or other Option intended to qualify for relief from the restrictions of Section
      162(m) of the Code, shall not be less than 100% (or, for Incentive Stock
      Options, 110%, in the case of an individual described in Section 422(b)(6)
      of
      the Code (relating to certain 10% owners)) of the Fair Market Value of a Share
      on the day the Option is granted.

     

    5.3  Period
      of Option and Vesting.

     

    (a)  Unless
      earlier expired, forfeited or otherwise terminated, each Option shall expire
      in
      its entirety upon the 10th anniversary of the date of grant or shall have such
      other shorter term as is set forth in the applicable Award Agreement (except
      that, in the case of an individual described in Section 422(b)(6) of the Code
      (relating to certain 10% owners) who is granted an Incentive Stock Option,
      the
      term of such Option shall be no more than five years from the date of
      grant).  The Option shall also expire, be forfeited and terminate at
      such times and in such circumstances as otherwise provided hereunder or under
      the Award Agreement.

     

    (b)  Each
      Option, to the extent that the Optionee has not had a Termination of Service
      and
      the Option has not otherwise lapsed, expired, terminated or been forfeited,
      shall first become exercisable according to the terms and conditions set forth
      in the Award Agreement, as determined by the Committee at the time of grant.
      Unless otherwise determined by the Committee at the time of the grant, such
      stock options shall vest ratably, in annual installments, over a five-year
      period beginning on the date of the grant.  Unless otherwise provided
      in the Award Agreement, no Option (or portion thereof) shall ever be exercisable
      if the Optionee has a Termination of Service before the time at which such
      Option would otherwise have become exercisable, and any Option that would
      otherwise become exercisable after such Termination of Service shall not become
      exercisable and shall be forfeited upon such
      termination.  Notwithstanding the foregoing provisions of this Section
      5.3(b), Options exercisable pursuant to the schedule set forth by the Committee
      at the time of grant may be fully or more rapidly exercisable or otherwise
      vested at any time in the discretion of the Committee.  Upon and after
      the death of an Optionee, such Optionee’s Options, if and to the extent
      otherwise exercisable hereunder or under the applicable Award Agreement after
      the Optionee’s death, may be exercised by the Successors of the
      Optionee.

     

    5.4  Exercisability
      Upon and After Termination of Optionee.

     

    (a)  Subject
      to provisions of the Award Agreement, in the event the Optionee has a
      Termination of Service other than by the Company or its Subsidiaries for Cause,
      other than by the Optionee for any reason, or other than by reason of death,
      Retirement or Disability, no exercise of an Option may occur after the
      expiration of the three-month period to follow the termination, or if earlier,
      the expiration of the term of the Option as provided under Section 5.3(a);
      provided that, if the Optionee should die after the Termination of Service,
      such
      termination being for a reason other than Disability or Retirement, but while
      the Option is still in effect, the Option (if and to the extent otherwise
      exercisable by the Optionee at the time of death) may be exercised until the
      earlier of (i) one year from the date of the Termination of Service of the
      Optionee, or (ii) the date on which the term of the Option expires in accordance
      with Section 5.3(a).

     

    (b)  Subject
      to provisions of the Award Agreement, in the event the Optionee has a
      Termination of Service on account of death or Disability or Retirement, the
      Option (whether or not otherwise exercisable) may be exercised until the earlier
      of (i) one year from the date of the Termination of Service of the Optionee,
      or
      (ii) the date on which the term of the Option expires in accordance with Section
      5.3.

     

    (c)  Notwithstanding
      any other provision hereof, unless otherwise provided in the Award Agreement,
      if
      the Optionee has a Termination of Service by the Company for Cause, the
      Optionee’s Options, to the extent then unexercised, shall thereupon cease to be
      exercisable and shall be forfeited forthwith.

     

    5.5  Exercise
      of Options.

     

    (a)  Subject
      to vesting, restrictions on exercisability and other restrictions provided
      for
      hereunder or otherwise imposed in accordance herewith, an Option may be
      exercised, and payment in full of the aggregate Option Price made, by an
      Optionee only by written notice (in the form prescribed by the Committee) to
      the
      Company specifying the number of Shares to be purchased.

     

    (b)  Without
      limiting the scope of the Committee’s discretion hereunder, the Committee may
      impose such other restrictions on the exercise of Incentive Stock Options
      (whether or not in the nature of the foregoing restrictions) as it may deem
      necessary or appropriate.

     

    (c)  If
      Shares
      acquired upon exercise of an Incentive Stock Option are disposed of in a
      disqualifying disposition within the meaning of Section 422 of the Code by
      an
      Optionee prior to the expiration of either two years from the date of grant
      of
      such Option or one year from the transfer of Shares to the Optionee pursuant
      to
      the exercise of such Option, or in any other disqualifying disposition within
      the meaning of Section 422 of the Code, such Optionee shall notify the Company
      in writing as soon as practicable thereafter of the date and terms of such
      disposition and, if the Company (or any affiliate thereof) thereupon has a
      tax-withholding obligation, shall pay to the Company (or such affiliate) an
      amount equal to any withholding tax the Company (or affiliate) is required
      to
      pay as a result of the disqualifying disposition.

     

    5.6  Payment.

     

    (a)  The
      aggregate Option Price shall be paid in full upon the exercise of the
      Option.  Payment must be made by one of the following
      methods:

     

    (i)  a
      certified or bank cashier’s check;

     

    (ii)  the
      proceeds of a Company loan program or third-party sale program or a notice
      acceptable to the Committee given as consideration under such a program, in
      each
      case if permitted by the Committee in its discretion, if such a program has
      been
      established and the Optionee is eligible to participate therein;

     

    (iii)  if
      approved by the Committee in its discretion, Shares of previously owned Common
      Stock, which have been previously owned for more than six months, having an
      aggregate Fair Market Value on the date of exercise equal to the aggregate
      Option Price; or

     

    (iv)  by
      any
      combination of such methods of payment or any other method acceptable to the
      Committee in its discretion.

     

    (b)  Except
      in
      the case of Options exercised by certified or bank cashier’s check, the
      Committee may impose limitations and prohibitions on the exercise of Options
      as
      it deems appropriate, including, without limitation, any limitation or
      prohibition designed to avoid accounting consequences which may result from
      the
      use of Common Stock as payment upon exercise of an Option.

     

    (c)  The
      Committee may provide that no Option may be exercised with respect to any
      fractional Share.  Any fractional Shares resulting from an Optionee’s
      exercise that is accepted by the Company shall in the discretion of the
      Committee be paid in cash.

     

    5.7  Exercise
      by Successors.

     

    An
      Option
      may be exercised, and payment in full of the aggregate Option Price made, by
      the
      Successors of the Optionee only by written notice (in the form prescribed by
      the
      Committee) to the Company specifying the number of Shares to be
      purchased.  Such notice shall state that the aggregate Option Price
      will be paid in full, or that the Option will be exercised as otherwise provided
      hereunder, in the discretion of the Company or the Committee, if and as
      applicable.

     

    5.8  Nontransferability
      of Option.

     

    Each
      Option granted under the Plan shall be nontransferable by the Optionee except
      by
      will or the laws of descent and distribution of the state wherein the Optionee
      is domiciled at the time of his death; provided, however, that the Committee
      may
      (but need not) permit other transfers, where the Committee concludes that such
      transferability (i) does not result in accelerated U.S. federal income taxation,
      (ii) does not cause any Option intended to be an Incentive Stock Option to
      fail
      to be described in Section 422(b) of the Code, and (iii) is otherwise
      appropriate and desirable.

     

    5.9  Deferral.

     

    The
      Committee may establish a program under which Participants will have Phantom
      Shares subject to Section 7 credited upon their exercise of Options, rather than
      receiving Shares at that time.

     

    6.  PROVISIONS
      APPLICABLE TO RESTRICTED STOCK.

     

    6.1  Grant
      of Restricted Stock.

     

    Subject
      to the other terms of the Plan, the Committee may, in its discretion as
      reflected by the terms of the applicable Award Agreement:  (i)
      authorize the granting of Restricted Stock to key employees, directors and
      consultants of the Company and its Subsidiaries; (ii) provide a specified
      purchase price for the Restricted Stock (whether or not the payment of a
      purchase price is required by any state law applicable to the Company); (iii)
      determine the restrictions applicable to Restricted Stock and (iv) determine
      or
      impose other conditions to the grant of Restricted Stock under the Plan as
      it
      may deem appropriate. Restricted Stock may be awarded on an annual
      basis.

     

    6.2  Certificates.

     

    (a)  Each
      Grantee of Restricted Stock shall be issued a stock certificate in respect
      of
      Shares of Restricted Stock awarded under the Plan.  Such certificate
      shall be registered in the name of the Grantee.   Without
      limiting the generality of Section 4.1(c), the certificates for Shares of
      Restricted Stock issued hereunder may include any legend which the Committee
      deems appropriate to reflect any restrictions on transfer hereunder or under
      the
      Award Agreement, or as the Committee may otherwise deem appropriate, and,
      without limiting the generality of the foregoing, shall bear a legend referring
      to the terms, conditions, and restrictions applicable to such Award,
      substantially in the following form:

     

    The
      transferability of this certificate and the shares of stock represented hereby
      are subject to the terms and conditions (including forfeiture) of the Bimini
      Capital Management, Inc. 2003 Long Term Incentive Compensation Plan and an
      Award
      Agreement entered into between the registered owner and Bimini Capital
      Management, Inc.  Copies of such Plan and Award Agreement are on file
      in the offices of Bimini Capital Management, Inc., at 3305 Flamingo Drive,
      Suite
      100, Vero Beach, Florida 32963.

     

    (b)  The
      Committee shall require that the stock certificates evidencing such Shares
      be
      held in custody by the Company until the restrictions hereunder shall have
      lapsed, and that, as a condition of any Award of Restricted Stock, the Grantee
      shall have delivered a stock power, endorsed in blank, relating to the stock
      covered by such Award.  If and when such restrictions so lapse, the
      stock certificates shall be delivered by the Company to the Grantee or his
      or
      her designee as provided in Section 6.3.

     

    6.3  Restrictions
      and Conditions.

     

    Unless
      otherwise provided by the Committee, the Shares of Restricted Stock awarded
      pursuant to the Plan shall be subject to the following restrictions and
      conditions:

     

    (i)  Subject
      to the provisions of the Plan and the Award Agreements, during a period
      commencing with the date of such Award and ending on the date the period of
      forfeiture with respect to such Shares lapses, the Grantee shall not be
      permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate,
      alienate, encumber or assign Shares of Restricted Stock awarded under the Plan
      (or have such Shares attached or garnished).  Subject to the
      provisions of the Award Agreements and clauses (iv) and (v) below, the period
      of
      forfeiture with respect to Shares granted hereunder shall lapse as provided
      in
      the applicable Award Agreement.  Notwithstanding the foregoing, unless
      otherwise expressly provided by the Committee, the period of forfeiture with
      respect to such Shares shall only lapse as to whole Shares.

     

    (ii)  Subject
      to the provisions of the Plan and Award Agreements, unless otherwise determined
      by the Committee at the time of grant, the period of forfeiture described in
      clause (i) shall be a three-year period, and restriction shall lapse ratably
      in
      annual installments over the period.  In addition, unless otherwise
      provided by the Committee at the time of the grant, 50% of each grant of
      Restricted Stock granted pursuant to the Plan shall also be subject to the
      Company’s achieving such financial hurdles, pre-determined by the Committee, as
      the Committee may determine are applicable for each of the applicable three
      years.

     

    (iii)  Except
      as
      provided in the foregoing clause (i), below in this clause (iii), or in Section
      13, the Grantee shall have, in respect of the Shares of Restricted Stock, all
      of
      the rights of a shareholder of the Company, including the right to vote the
      Shares, and, except as provided below, the right to receive any cash
      dividends.  The Committee may provide in the Award Agreement that cash
      dividends on such Shares shall be held by the Company (unsegregated as a part
      of
      its general assets) until the period of forfeiture lapses (and forfeited if
      the
      underlying Shares are forfeited), and paid over to the Grantee as soon as
      practicable after such period lapses (if not forfeited), or alternatively may
      provide for other treatment of such dividends (including without limitation
      the
      crediting of Phantom Shares in respect of dividends or other deferral
      provisions).  Certificates for Shares (not subject to restrictions
      hereunder) shall be delivered to the Grantee or his or her designee promptly
      after, and only after, the period of forfeiture shall lapse without forfeiture
      in respect of such Shares of Restricted Stock.

     

    (iv)  Except
      if
      otherwise provided in the applicable Award Agreement, and subject to clause
      (v)
      below, if the Grantee has a Termination of Service by the Company and its
      Subsidiaries for Cause, or by the Grantee for any reason, during the applicable
      period of forfeiture, then (A) all Shares still subject to restriction shall
      thereupon, and with no further action, be forfeited by the Grantee, and (B)
      the
      Company shall pay to the Grantee as soon as practicable (and in no event more
      than 30 days) after such termination an amount equal to the lesser of (x) the
      amount paid by the Grantee for such forfeited Restricted Stock as contemplated
      by Section 6.1, and (y) the Fair Market Value on the date of termination of
      the
      forfeited Restricted Stock.

     

    (v)  Subject
      to the provisions of the Award Agreement, in the event the Grantee has a
      Termination of Service on account of death or Disability or Retirement during
      the applicable period of forfeiture, then restrictions under the Plan will
      immediately lapse on all Restricted Stock granted to the applicable
      Grantee.

     

    7.  PROVISIONS
      APPLICABLE TO PHANTOM SHARES.

     

    7.1  Grant
      of Phantom Shares.

     

    Subject
      to the other terms of the Plan, the Committee shall, in its discretion as
      reflected by the terms of the applicable Award Agreement:  (i)
      authorize the granting of Phantom Shares to key employees, directors and
      consultants of the Company and its Subsidiaries and (ii) determine or impose
      other conditions to the grant of Phantom Shares under the Plan as it may deem
      appropriate.

    


    7.2  Term.

     

    The
      Committee may provide in an Award Agreement that any particular Phantom Share
      shall expire at the end of a specified term.

     

    7.3  Vesting.

     

    Phantom
      Shares shall vest as provided in the applicable Award Agreement.

    


    7.4  Settlement
      of Phantom Shares.

     

    (a)  Each
      vested and outstanding Phantom Share shall be settled by the transfer to the
      Grantee of one Share; provided that, the Committee at the time of grant may
      provide that a Phantom Share may be settled (i) in cash at the applicable
      Phantom Share Value, (ii) in cash or by transfer of Shares as elected by the
      Grantee in accordance with procedures established by the Committee or (iii)
      in
      cash or by transfer of Shares as elected by the Company.

     

    (b)  Each
      Phantom Share shall be settled with a single-sum payment by the Company;
      provided that, with respect to Phantom Shares of a Grantee which have a common
      Settlement Date, the Committee may permit the Grantee to elect in accordance
      with procedures established by the Committee to receive installment payments
      over a period not to exceed 10 years.

     

    (c)           (i)           The
      Settlement Date with respect to a Grantee is the first day of the month to
      follow the Grantee’s Termination of Service, provided that a Grantee may elect,
      in accordance with procedures to be adopted by the Committee, that such
      Settlement Date will be deferred as elected by the Grantee to a time permitted
      by the Committee under procedures to be established by the
      Committee.  Unless otherwise determined by the Committee, elections
      under this Section 7.4(c)(i) must be made at least six months before, and in
      the
      year prior to the year in which, the Settlement Date would occur in the absence
      of such election.

     

    (ii)           Notwithstanding
      Section 7.4(c)(i), the Committee may provide that distributions of Phantom
      Shares can be elected at any time in those cases in which the Phantom Share
      Value is determined by reference to Fair Market Value to the extent in excess
      of
      a base value, rather than by reference to unreduced Fair Market
      Value.

     

    (iii)           Notwithstanding
      the foregoing, the Settlement Date, if not earlier pursuant to this Section
      7.4(c), is the date of the Grantee’s death.

     

    (d)  Notwithstanding
      the other provisions of this Section 7, in the event of a Change in Control,
      the
      Settlement Date shall be the date of such Change in Control and all amounts
      due
      with respect to Phantom Shares to a Grantee hereunder shall be paid as soon
      as
      practicable (but in no event more than 30 days) after such Change in Control,
      unless such Grantee elects otherwise in accordance with procedures established
      by the Committee.

     

    (e)  Notwithstanding
      any other provision of the Plan, a Grantee may receive any amounts to be paid
      in
      installments as provided in Section 7.4(b) or deferred by the Grantee as
      provided in Section 7.4(c) in the event of an “Unforeseeable
      Emergency.”  For these purposes, an “Unforeseeable Emergency,” as
      determined by the Committee in its sole discretion, is a severe financial
      hardship to the Grantee resulting from a sudden and unexpected illness or
      accident of the Grantee or “dependent,” as defined in Section 152(a) of the
      Code, of the Grantee, loss of the Grantee’s property due to casualty, or other
      similar extraordinary and unforeseeable circumstances arising as a result of
      events beyond the control of the Grantee.  The circumstances that will
      constitute an Unforeseeable Emergency will depend upon the facts of each case,
      but, in any case, payment may not be made to the extent that such hardship
      is or
      may be relieved:

     

    (i)  through
      reimbursement or compensation by insurance or otherwise,

     

    (ii)  by
      liquidation of the Grantee’s assets, to the extent the liquidation of such
      assets would not itself cause severe financial hardship, or

     

    (iii)  by
      future
      cessation of the making of additional deferrals under Section 7.4 (b) and
      (c).

     

    Without
      limitation, the need to send a Grantee’s child to college or the desire to
      purchase a home shall not constitute an Unforeseeable
      Emergency.  Distributions of amounts because of an Unforeseeable
      Emergency shall be permitted to the extent reasonably needed to satisfy the
      emergency need.

     

    7.5  Other
      Phantom Share Provisions.

     

    (a)  Rights
      to
      payments with respect to Phantom Shares granted under the Plan shall not be
      subject in any manner to anticipation, alienation, sale, transfer, assignment,
      pledge, encumbrance, attachment, garnishment, levy, execution, or other legal
      or
      equitable process, either voluntary or involuntary; and any attempt to
      anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or
      garnish, or levy or execute on any right to payments or other benefits payable
      hereunder, shall be void.

     

    (b)  A
      Grantee
      may designate in writing, on forms to be prescribed by the Committee, a
      beneficiary or beneficiaries to receive any payments payable after his or her
      death and may amend or revoke such designation at any time.  If no
      beneficiary designation is in effect at the time of a Grantee’s death, payments
      hereunder shall be made to the Grantee’s estate.  If a Grantee with a
      vested Phantom Share dies, such Phantom Share shall be settled and the Phantom
      Share Value in respect of such Phantom Shares paid, and any payments deferred
      pursuant to an election under Section 7.4(c) shall be accelerated and paid,
      as
      soon as practicable (but no later than 60 days) after the date of death to
      such
      Grantee’s beneficiary or estate, as applicable.

     

    (c)  The
      Committee may establish a program under which distributions with respect to
      Phantom Shares may be deferred for periods in addition to those otherwise
      contemplated by foregoing provisions of this Section 7.  Such program
      may include, without limitation, provisions for the crediting of earnings and
      losses on unpaid amounts, and, if permitted by the Committee, provisions under
      which Participants may select from among hypothetical investment alternatives
      for such deferred amounts in accordance with procedures established by the
      Committee.

     

    (d)  Phantom
      Shares (including for purposes of this Section 7.5(d) any accounts established
      to facilitate the implementation of Section 7.4(c)), are solely a device for
      the
      measurement and determination of the amounts to be paid to a Grantee under
      the
      Plan.  Each Grantee’s right in the Phantom Shares is limited to the
      right to receive payment, if any, as may herein be provided.  The
      Phantom Shares do not constitute Common Stock and shall not be treated as (or
      as
      giving rise to) property or as a trust fund of any kind; provided, however,
      that
      the Company may establish a mere bookkeeping reserve to meet its obligations
      hereunder or a trust or other funding vehicle that would not cause the Plan
      to
      be deemed to be funded for tax purposes or for purposes of Title I of the
      Employee Retirement Income Security Act of 1974, as amended.  The
      right of any Grantee of Phantom Shares to receive payments by virtue of
      participation in the Plan shall be no greater than the right of any unsecured
      general creditor of the Company.

     

    (e)  Notwithstanding
      any other provision of this Section 7, any fractional Phantom Share will be
      paid
      out in cash at the Fair Market Value as of the Settlement Date.

     

    (f)  Nothing
      contained in the Plan shall be construed to give any Grantee any rights with
      respect to Shares or any ownership interest in the Company.  Except as
      may be provided in accordance with Section 8, no provision of the Plan shall
      be
      interpreted to confer upon any Grantee any voting, dividend or derivative or
      other similar rights with respect to any Phantom Share.

     

    7.6  Claims
      Procedures.

     

    (a)  The
      Grantee, or his beneficiary hereunder or authorized representative, may file
      a
      claim for payments with respect to Phantom Shares under the Plan by written
      communication to the Committee or its designee.  A claim is not
      considered filed until such communication is actually
      received.  Within 90 days (or, if special circumstances require an
      extension of time for processing, 180 days, in which case notice of such special
      circumstances should be provided within the initial 90-day period) after the
      filing of the claim, the Committee will either:

     

    (i)  approve
      the claim and take appropriate steps for satisfaction of the claim;
      or

     

    (ii)  if
      the
      claim is wholly or partially denied, advise the claimant of such denial by
      furnishing to him a written notice of such denial setting forth (A) the specific
      reason or reasons for the denial; (B) specific reference to pertinent provisions
      of the Plan on which the denial is based and, if the denial is based in whole
      or
      in part on any rule of construction or interpretation adopted by the Committee,
      a reference to such rule, a copy of which shall be provided to the claimant;
      (C)
      a description of any additional material or information necessary for the
      claimant to perfect the claim and an explanation of the reasons why such
      material or information is necessary; and (D) a reference to this Section 7.6
      as
      the provision setting forth the claims procedure under the Plan.

     

    (b)  The
      claimant may request a review of any denial of his claim by written application
      to the Committee within 60 days after receipt of the notice of denial of such
      claim.  Within 60 days (or, if special circumstances require an
      extension of time for processing, 120 days, in which case notice of such special
      circumstances should be provided within the initial 60-day period) after receipt
      of written application for review, the Committee will provide the claimant
      with
      its decision in writing, including, if the claimant’s claim is not approved,
      specific reasons for the decision and specific references to the Plan provisions
      on which the decision is based.

     

    8.  PROVISIONS
      APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS.

     

    8.1  Grant
      of Dividend Equivalent
      Rights.

     

    Subject
      to the other terms of the Plan, the Committee shall, in its discretion as
      reflected by the terms of the Award Agreements, authorize the granting of
      Dividend Equivalent Rights to key employees, directors and consultants of the
      Company and its Subsidiaries based on the dividends declared on Common Stock,
      to
      be credited as of the dividend payment dates, during the period between the
      date
      an Award is granted, and the date such Award is exercised, vests or expires,
      as
      determined by the Committee.  Such Dividend Equivalent Rights shall be
      converted to cash or additional Shares of Common Stock by such formula and
      at
      such time and subject to such limitation as may be determined by the
      Committee.  With respect to Dividend Equivalent Rights granted with
      respect to Options intended to be qualified performance-based compensation
      for
      purposes of Section 162(m) of the Code, such Dividend Equivalent Rights shall
      be
      payable regardless of whether such Option is exercised.  If a Dividend
      Equivalent Right is granted in respect of another Award hereunder, then, unless
      otherwise stated in the Award Agreement, in no event shall the Dividend
      Equivalent Right be in effect for a period beyond the time during which the
      applicable portion of the underlying Award is in effect.

     

    8.2  Certain
      Terms.

     

    (a)  The
      term
      of a Dividend Equivalent Right shall be set by the Committee in its
      discretion.

     

    (b)  Unless
      otherwise determined by the Committee, a Dividend Equivalent Right is
      exercisable or payable only while the Participant is an employee, director
      or
      consultant.

     

    (c)  Payment
      of the amount determined in accordance with Section 8.1 shall be in cash, in
      Common Stock or a combination of the both, as determined by the
      Committee.

     

    (d)  The
      Committee may impose such employment-related conditions on the grant of a
      Dividend Equivalent Right as it deems appropriate in its
      discretion.

     

    8.3  Other
      Types of Dividend Equivalent Rights.

     

    The
      Committee may establish a program under which Dividend Equivalent Rights of
      a
      type not described in the foregoing provisions of this Section 8 may be granted
      to Participants.  For example, and without limitation, the Committee
      may grant a dividend equivalent right in respect of each Share subject to an
      Option or with respect to a Phantom Share, which right would consist of the
      right (subject to Section 8.4) to receive a cash payment in an amount equal
      to
      the dividend distributions paid on a Share from time to time.

     

    8.4  Deferral.

     

    (a)  The
      Committee may establish a program under which Participants (i) will have Phantom
      Shares credited, subject to the terms of Sections 7.4 and 7.5 as though directly
      applicable with respect thereto, upon the granting of Dividend Equivalent
      Rights, or (ii) will have payments with respect to Dividend Equivalent Rights
      deferred.

     

    (b)  The
      Committee may establish a program under which distributions with respect to
      Dividend Equivalent Rights may be deferred.  Such program may include,
      without limitation, provisions for the crediting of earnings and losses on
      unpaid amounts, and, if permitted by the Committee, provisions under which
      Participants may select from among hypothetical investment alternatives for
      such
      deferred amounts in accordance with procedures established by the
      Committee.

     

    9.  OTHER
      STOCK-BASED AWARDS

     

    The
      Board
      shall have the right to grant other Awards based upon the Common Stock having
      such terms and conditions as the Board may determine, including the grant of
      shares based upon certain conditions, the grant of securities convertible into
      Common Stock and the grant of stock appreciation rights.

     

    10.  TAX
      WITHHOLDING.

     

    10.1  In
      General.

     

    The
      Company shall be entitled to withhold from any payments or deemed payments
      any
      amount of tax withholding determined by the Committee to be required by
      law.  Without limiting the generality of the foregoing, the Committee
      may, in its discretion, require the Participant to pay to the Company at such
      time as the Committee determines the amount that the Committee deems necessary
      to satisfy the Company’s obligation to withhold federal, state or local income
      or other taxes incurred by reason of (i) the exercise of any Option, (ii) the
      lapsing of any restrictions applicable to any Restricted Stock, (iii) the
      receipt of a distribution in respect of Phantom Shares or Dividend Equivalent
      Rights or (iv) any other applicable income-recognition event (for example,
      an
      election under Section 83(b) of the Code).

     

    10.2  Share
      Withholding.

     

    (a)  Upon
      exercise of an Option, the Optionee may, if approved by the Committee in its
      discretion, make a written election to have Shares then issued withheld by
      the
      Company from the Shares otherwise to be received, or to deliver previously
      owned
      Shares, in order to satisfy the liability for such withholding
      taxes.  In the event that the Optionee makes, and the Committee
      permits, such an election, the number of Shares so withheld or delivered shall
      have an aggregate Fair Market Value on the date of exercise sufficient to
      satisfy the applicable withholding taxes.  Where the exercise of an
      Option does not give rise to an obligation by the Company to withhold federal,
      state or local income or other taxes on the date of exercise, but may give
      rise
      to such an obligation in the future, the Committee may, in its discretion,
      make
      such arrangements and impose such requirements as it deems necessary or
      appropriate.

     

    (b)  Upon
      lapsing of restrictions on Restricted Stock (or other income-recognition event),
      the Grantee may, if approved by the Committee in its discretion, make a written
      election to have Shares withheld by the Company from the Shares otherwise to
      be
      released from restriction, or to deliver previously owned Shares (not subject
      to
      restrictions hereunder), in order to satisfy the liability for such withholding
      taxes.  In the event that the Grantee makes, and the Committee
      permits, such an election, the number of Shares so withheld or delivered shall
      have an aggregate Fair Market Value on the date of exercise sufficient to
      satisfy the applicable withholding taxes.

     

    (c)  Upon
      the
      making of a distribution in respect of Phantom Shares or Dividend Equivalent
      Rights, the Grantee may, if approved by the Committee in its discretion, make
      a
      written election to have amounts (which may include Shares) withheld by the
      Company from the distribution otherwise to be made, or to deliver previously
      owned Shares (not subject to restrictions hereunder), in order to satisfy the
      liability for such withholding taxes.  In the event that the Grantee
      makes, and the Committee permits, such an election, any Shares so withheld
      or
      delivered shall have an aggregate Fair Market Value on the date of exercise
      sufficient to satisfy the applicable withholding taxes.

     

    10.3  Withholding
      Required.

     

    Notwithstanding
      anything contained in the Plan or the Award Agreement to the contrary, the
      Participant’s satisfaction of any tax-withholding requirements imposed by the
      Committee shall be a condition precedent to the Company’s obligation as may
      otherwise be provided hereunder to provide Shares to the Participant and to
      the
      release of any restrictions as may otherwise be provided hereunder, as
      applicable; and the applicable Option, Restricted Stock, Phantom Shares or
      Dividend Equivalent Rights shall be forfeited upon the failure of the
      Participant to satisfy such requirements with respect to, as applicable, (i)
      the
      exercise of the Option, (ii) the lapsing of restrictions on the Restricted
      Stock
      (or other income-recognition event) or (iii) distributions in respect of any
      Phantom Share or Dividend Equivalent Right.

     

    11.  REGULATIONS
      AND APPROVALS.

     

    (a)  The
      obligation of the Company to sell Shares with respect to an Award granted under
      the Plan shall be subject to all applicable laws, rules and regulations,
      including all applicable federal and state securities laws, and the obtaining
      of
      all such approvals by governmental agencies as may be deemed necessary or
      appropriate by the Committee.

     

    (b)  The
      Committee may make such changes to the Plan as may be necessary or appropriate
      to comply with the rules and regulations of any government authority or to
      obtain tax benefits applicable to an Award.

     

    (c)  Each
      grant of Options, Restricted Stock, Phantom Shares (or issuance of Shares in
      respect thereof) or Dividend Equivalent Rights (or issuance of Shares in respect
      thereof) is subject to the requirement that, if at any time the Committee
      determines, in its discretion, that the listing, registration or qualification
      of Shares issuable pursuant to the Plan is required by any securities exchange
      or under any state or federal law, or the consent or approval of any
      governmental regulatory body is necessary or desirable as a condition of, or
      in
      connection with, the issuance of Options, Shares of Restricted Stock, Phantom
      Shares or Dividend Equivalent Rights or other Shares, no payment shall be made,
      or Phantom Shares or Shares issued or grant of Restricted Stock made, in whole
      or in part, unless listing, registration, qualification, consent or approval
      has
      been effected or obtained free of any conditions in a manner acceptable to
      the
      Committee.

     

    (d)  In
      the
      event that the disposition of stock acquired pursuant to the Plan is not covered
      by a then current registration statement under the Securities Act, and is not
      otherwise exempt from such registration, such Shares shall be restricted against
      transfer to the extent required under the Securities Act, and the Committee
      may
      require any individual receiving Shares pursuant to the Plan, as a condition
      precedent to receipt of such Shares, to represent to the Company in writing
      that
      such Shares are acquired for investment only and not with a view to distribution
      and that such Shares will be disposed of only if registered for sale under
      the
      Securities Act or if there is an available exemption for such
      disposition.

     

    (e)  Notwithstanding
      any other provision of the Plan, the Company shall not be required to take
      or
      permit any action under the Plan or any Award Agreement which, in the good-faith
      determination of the Company, would result in a material risk of a violation
      by
      the Company of Section 13(k) of the Exchange Act.

     

    12.  INTERPRETATION
      AND AMENDMENTS; OTHER RULES.

     

    The
      Committee may make such rules and regulations and establish such procedures
      for
      the administration of the Plan as it deems appropriate.  Without
      limiting the generality of the foregoing, the Committee may (i) determine the
      extent, if any, to which Options, Phantom Shares or Shares (whether or not
      Shares of Restricted Stock) or Dividend Equivalent Rights shall be forfeited
      (whether or not such forfeiture is expressly contemplated hereunder); (ii)
      interpret the Plan and the Award Agreements hereunder, with such interpretations
      to be conclusive and binding on all persons and otherwise accorded the maximum
      deference permitted by law; and (iii) take any other actions and make any other
      determinations or decisions that it deems necessary or appropriate in connection
      with the Plan or the administration or interpretation thereof.  In the
      event of any dispute or disagreement as to the interpretation of the Plan or
      of
      any rule, regulation or procedure, or as to any question, right or obligation
      arising from or related to the Plan, the decision of the Committee shall be
      final and binding upon all persons.  Unless otherwise expressly
      provided hereunder, the Committee, with respect to any grant, may exercise
      its
      discretion hereunder at the time of the Award or thereafter. No action which
      is
      otherwise permitted under or in connection with the Plan shall be prohibited
      hereunder merely because it constitutes a repricing of an Award, and, in
      furtherance of the foregoing, the Committee is expressly authorized and
      empowered, without limitation, to effect repricings that are consistent with
      the
      terms of the Plan.  The Board may amend the Plan as it shall deem
      advisable, except that no amendment may adversely affect a Participant with
      respect to an Award previously granted unless such amendments are required
      in
      order to comply with applicable laws; provided, however, that the Plan may
      not
      be amended without shareholder approval in any case in which amendment in the
      absence of shareholder approval would cause the Plan to fail to comply with
      any
      applicable legal requirement or applicable exchange or similar
      rule.

     

    13.  CHANGES
      IN CAPITAL STRUCTURE.

     

    (a)  If
      (i)
      the Company or its Subsidiaries shall at any time be involved in a merger,
      consolidation, dissolution, liquidation, reorganization, exchange of shares,
      sale of all or substantially all of the assets or stock of the Company or its
      Subsidiaries or a transaction similar thereto, (ii) any stock dividend, stock
      split, reverse stock split, stock combination, reclassification,
      recapitalization or other similar change in the capital structure of the Company
      or its Subsidiaries, or any distribution to holders of Common Stock other than
      cash dividends, shall occur or (iii) any other event shall occur which in the
      judgment of the Committee necessitates action by way of adjusting the terms
      of
      the outstanding Awards, then:

     

    (x)
      the
      maximum aggregate number of Shares which may be made subject to Options and
      Dividend Equivalent Rights under the Plan, the maximum aggregate number maximum
      aggregate number and kind of Shares of Restricted Stock that may be granted
      under the Plan, and the maximum aggregate number of Phantom Shares which may
      be
      granted under the Plan may be appropriately adjusted by the Committee in its
      discretion; and

     

    (y)
      the
      Committee may take any such action as in its judgment shall be necessary to
      maintain the Optionees' rights hereunder (including under the Award Agreements)
      so that they are substantially in their respective Options, Phantom Shares
      and
      Dividend Equivalent Rights substantially proportionate to the rights existing
      in
      such Options, Phantom Shares and Dividend Equivalent Rights prior to such event,
      including, without limitation, adjustments in (A) the number of Options, Phantom
      Shares and Dividend Equivalent Rights granted, (B) the number and kind of shares
      or other property to be distributed in respect of Options, Phantom Shares and
      Dividend Equivalent Rights (as applicable), (C) the Option Price and Phantom
      Share Value, and (D) performance-based criteria established in connection with
      Awards; provided that, in the discretion of the Committee, the foregoing clause
      (D) may also be applied in the case of any event relating to a Subsidiary if
      the
      event would have been covered under this Section 13(a) had the event related
      to
      the Company.

     

    (b)  Any
      Shares or other securities distributed to a Grantee with respect to Restricted
      Stock or otherwise issued in substitution of Restricted Stock shall be subject
      to the restrictions and requirements imposed by Section 6, including depositing
      the certificates therefor with the Company together with a stock power and
      bearing a legend as provided in Section 6.2(a).

     

    (c)  If
      the
      Company shall be consolidated or merged with another corporation or other
      entity, each Grantee who has received Restricted Stock that is then subject
      to
      restrictions imposed by Section 6.3(a) may be required to deposit with the
      successor corporation the certificates for the stock or securities or the other
      property that the Grantee is entitled to receive by reason of ownership of
      Restricted Stock in a manner consistent with Section 6.2(b), and such stock,
      securities or other property shall become subject to the restrictions and
      requirements imposed by Section 6.3(a), and the certificates therefor or other
      evidence thereof shall bear a legend similar in form and substance to the legend
      set forth in Section 6.2(a).

     

    (d)  If
      a
      Change in Control shall occur, then the Committee may make such adjustments
      as
      it, in its discretion, determines are necessary or appropriate in light of
      the
      Change in Control, provided that the Committee determines that such adjustments
      do not have an adverse economic impact on the Participant as determined at
      the
      time of the adjustments.

     

    (e)  The
      judgment of the Committee with respect to any matter referred to in this Section
      13 shall be conclusive and binding upon each Participant without the need for
      any amendment to the Plan.

     

    14.  MISCELLANEOUS.

     

    14.1  No
      Rights to Employment or Other Service.

     

    Nothing
      in the Plan or in any grant made pursuant to the Plan shall confer on any
      individual any right to continue in the employ or other service of the Company
      or its Subsidiaries or interfere in any way with the right of the Company or
      its
      Subsidiaries and its shareholders to terminate the individual’s employment or
      other service at any time.

     

    14.2  Right
      of First Refusal; Right of Repurchase.

     

    At
      the
      time of grant, the Committee may provide in connection with any grant made
      under
      the Plan that Shares received hereunder shall be subject to a right of first
      refusal pursuant to which the Company shall be entitled to purchase such Shares
      in the event of a prospective sale of the Shares, subject to such terms and
      conditions as the Committee may specify at the time of grant or (if permitted
      by
      the Award Agreement) thereafter, and to a right of repurchase, pursuant to
      which
      the Company shall be entitled to purchase such Shares at a price determined
      by,
      or under a formula set by, the Committee at the time of grant or (if permitted
      by the Award Agreement) thereafter.

     

    14.3  No
      Fiduciary Relationship.

     

    Nothing
      contained in the Plan (including without limitation Sections 7.5(c) and 8.4(b),
      and no action taken pursuant to the provisions of the Plan, shall create or
      shall be construed to create a trust of any kind, or a fiduciary relationship
      between the Company or its Subsidiaries, or their officers or the Committee,
      on
      the one hand, and the Participant, the Company, its Subsidiaries or any other
      person or entity, on the other.

     

    14.4  Notices.

     

    All
      notices under the Plan shall be in writing, and if to the Company, shall be
      delivered to the Board or mailed to its principal office, addressed to the
      attention of the Board; and if to the Participant, shall be delivered
      personally, sent by facsimile transmission or mailed to the Participant at
      the
      address appearing in the records of the Company.  Such addresses may
      be changed at any time by written notice to the other party given in accordance
      with this Section 14.4.

     

    14.5  Exculpation
      and Indemnification.

     

    The
      Company shall indemnify and hold harmless the members of the Board and the
      members of the Committee from and against any and all liabilities, costs and
      expenses incurred by such persons as a result of any act or omission to act
      in
      connection with the performance of such person’s duties, responsibilities and
      obligations under the Plan, to the maximum extent permitted by law.

     

    14.6  Captions.

     

    The
      use
      of captions in this Plan is for convenience.  The captions are not
      intended to provide substantive rights.

     

    14.7  Governing
      Law.

     

    THE
      PLAN
      SHALL BE GOVERNED BY THE LAWS OF FLORIDA WITHOUT REFERENCE TO PRINCIPLES OF
      CONFLICT OF LAWS.


    
      
              

                  
      
      

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                  TABLE
            OF
            CONTENTS      
      

                  
      
      

                  Page      

           
      

                  
      
    

      

    


    
      	
              1.

            	
              DEFINITIONS. 

            	
              1

            


    

     

    
      	
              2.

            	
              EFFECTIVE
                DATE AND TERMINATION OF PLAN. 

            	
              4

            


    

     

    
      	
              3.

            	
              ADMINISTRATION
                OF PLAN. 

            	
              4

            


    

     

    
      	
              4.

            	
              SHARES
                AND UNITS SUBJECT TO THE PLAN. 

            	
              5

            


    

     

    
      	
              5.

            	
              PROVISIONS
                APPLICABLE TO STOCK OPTIONS. 

            	
              6

            


    

     

    
      	
              6.

            	
              PROVISIONS
                APPLICABLE TO RESTRICTED STOCK. 

            	
              9

            


    

     

    
      	
              7.

            	
              PROVISIONS
                APPLICABLE TO PHANTOM SHARES. 

            	
              11

            


    

     

    
      	
              8.

            	
              PROVISIONS
                APPLICABLE TO DIVIDEND EQUIVALENT RIGHTS. 

            	
              14

            


    

     

    
      	
              9.

            	
              OTHER
                STOCK-BASED AWARDS 

            	
              15

            


    

     

    
      	
              10.

            	
              TAX
                WITHHOLDING. 

            	
              15

            


    

     

    
      	
              11.

            	
              REGULATIONS
                AND APPROVALS. 

            	
              16

            


    

     

    
      	
              12.

            	
              INTERPRETATION
                AND AMENDMENTS; OTHER RULES. 

            	
              17

            


    

     

    
      	
              13.

            	
              CHANGES
                IN CAPITAL STRUCTURE. 

            	
              18

            


    

     

    



    
      
              

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    An
      extra
      section break has been inserted above this paragraph. Do not delete this section
      break if you plan to add text after the Table of
      Contents/Authorities.  Deleting this break will cause Table of
      Contents/Authorities headers and footers to appear on any pages following the
      Table of Contents/Authorities.

    



    
      
              

                                      
                          
      

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      BIMINI
        CAPITAL MANAGEMENT, INC.

       

      2003
        LONG
        TERM INCENTIVE COMPENSATION PLAN