bmnm2010ltcompplan.htm


    

      


      BIMINI
CAPITAL MANAGEMENT, INC.

       

      2010 LONG
TERM INCENTIVE COMPENSATION PLAN

       




      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS


      
        
          	
                  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

                


        



       


      
        
           


        

        
           


          
            

          

        

        
           


        

      



     

    BIMINI
CAPITAL MANAGEMENT, INC.

     

    2010 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. 2010 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, Dividend Equivalent Rights and Other Stock-Based
Awards.

     

    “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.

     

    If a
Change in Control constitutes a payment or vesting event with respect to an
Award that provides for the deferral of compensation and is subject to Section
409A of the Code, no payment will be made under that Award on account of a
Change in Control unless the event described in (i), (ii), (iii) or (iv) above,
as applicable, constitutes a “change in control event” under Treasury Regulation
Section 1.409A-3(i)(5).

     

    “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 the number of shares of Class A Common Stock specified in
the Dividend Equivalent Right 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
determine in accordance with the regulations under Section 409A of the
Code.

    


    “Grantee”
means an employee, director or consultant granted Restricted Stock, Phantom
Shares, Dividend Equivalent Rights or Other Stock-Based Award
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.

     

    “Other
Stock-Based Award” means an award granted pursuant to Section 9.

     

    “Participant”
means a Grantee or Optionee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Performance
Measure” means with respect to the Company or a Subsidiary: (i) return on
equity, (ii) total earnings, (iii) earnings growth, (iv) return on capital
(treating the Company’s trust preferred debt as capital), (v) return on capital
employed, (vi) Fair Market Value, (vii) appreciation in Fair Market Value,
(viii) capital raised in the sale of common equity, (ix) net interest margin,
(x) comparison of Share performance with market indices or peer groups, (xi)
earnings per share, (xii) dividends per share, (xiii) income from continuing
operations or core earnings, i.e., net interest income
less direct operating expenses and general and administrative expenses but
disregarding items specified by the Committee (e.g., items related to
discontinued operations, extraordinary items, non-recurring items, the effects
of changes in tax laws or regulations or changes in applicable accounting
standards), (xiv) assets under management (with or without leverage limitations
prescribed by the Committee), (xv) book value per share or growth in book value
per share or (xvi) maintenance of book value per share.

     

    “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 (which shall not be less than the Fair Market Value of a Share on the date
of grant of the Phantom Share).

     

    “Plan”
means the Company’s 2010 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 June 15, 2010.  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 day before the tenth 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
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 an “outside director” for
purposes of Section 162(m) of the Code; provided that any action taken by
the Committee shall be valid and effective, whether or not the members of the
Committee at the time of such action are later determined not to have satisfied
the foregoing requirements.  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 adjustments as provided in Section 13, the total number of Shares that may be
issued upon the exercise of Options granted under the Plan or that may be issued
pursuant to other Awards, may not exceed 1,500,000 Shares.  Shares
distributed under the Plan may be treasury Shares or authorized but unissued
Shares.  Any Shares that have been granted as Restricted Stock or
Other Stock-Based Awards 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 Individual Grant
Limit.

     

    The
aggregate number of Shares for which Awards may be granted to any Participant
during the term of the Plan is 750,000 Shares.

     

    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 (provided
that Options may be granted only to individuals who provide direct services to
the Company or a Subsidiary) 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;
provided, however, that the Option Price shall not be less than 100% of the Fair
Market Value of a Share on the day the Option is granted or, in the case of an
Incentive Stock Option granted to an individual described in Section 422(b)(6)
of the Code, not less than 110% 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 day before the tenth anniversary of the date of grant or
such earlier date 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
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.  Notwithstanding the
preceding sentences, the aggregate Fair Market Value, determined as of the date
an Option is granted, of the Common Stock for which Incentive Stock Options 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.  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 following a Termination of Service 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 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.

     

    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 which may include provisions that condition the vesting or
transferability or both of the Restricted Stock on the attainment of goals or
objectives stated with reference to one or more Performance
Measures.  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. 2010 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, which may be stated with respect to
one or more Performance Measures, 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 (provided that Phantom Shares
may only be granted to individuals who provide direct services to the Company or
a Subsidiary if the Phantom Share Value is determined by reference to the excess
of the Fair Market Value over a base value) 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.  The
applicable Award Agreement may provide that the Phantom Shares will vest only if
the individual completes a specified period of employment or service and may
provide that the Phantom Shares will vest on the attainment of goals or
objectives stated with reference to one or more Performance
Measures.

     
 

    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.

     

    (c)      (i)                The
Settlement Date with respect to a Grantee is the first day of the month after
the Phantom Shares vest in accordance with the applicable Award
Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (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 the excess of the Fair Market Value on that
date over a base value (which shall not be less than the Fair Market Value of a
Share on the date of grant of the Phantom Share), rather than by reference to
unreduced Fair Market Value.

     

    (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.

     

    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 as soon as practicable (but
no later than 30 days) after the date of death to such Grantee’s beneficiary or
estate, as applicable.

     

    (c) 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.

     

    (d) 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.

     

    (e) 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.

     

    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
a Dividend Equivalent Right is granted, and the date the Dividend Equivalent
Right 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 provide that the Participant’s rights under the Dividend
Equivalent Rights are subject to such employment-related conditions or
conditions based on the attainment of goals or objectives stated with reference
to one or more Performance Measures as prescribed by the Committee in its
discretion.

     

    (e) A
Dividend Equivalent Right shall be granted independently of other Awards, i.e., the Dividend Equivalent
Right shall be governed by its Award Agreement and the grant or payment of a
Dividend Equivalent Right shall not affect, or be affected by, the Participant’s
rights under any other Award.

     

    9. OTHER STOCK-BASED
AWARDS

     

    The Board
shall have the right to grant Other Stock-Based 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.  A Participant’s rights under an Other Stock-Based Award shall
be subject to the terms and conditions prescribed by the Committee in its
discretion, including requirements related to continued employment or service
and the attainment of goals or objectives stated with reference to one or more
Performance Measures.

     

    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 or Other Stock-Based Award, the Participant 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
Participant 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 or Other Stock-Based Award
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 an Other Stock-Based Award (or
other income-recognition event), the Participant 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 Participant 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, Dividend Equivalent
Rights or Other Stock-Based Awards, the Participant 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 Participant 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,
Dividend Equivalent Rights or Other Stock-Based Awards 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) or Other Stock-Based Awards 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, Dividend Equivalent Rights or Other
Stock-Based Awards or other Shares, no payment shall be made, or Phantom Shares
or Shares issued or grant of Restricted Stock or Other Stock-Based Award 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), Dividend Equivalent Rights or Other Stock-Based
Awards 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.  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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    All
Awards made under this Plan are intended to comply with, or otherwise be exempt
from, Section 409A of the Code (“Section 409A”), after giving effect to the
exemptions in Treasury Regulation sections 1.409A-1(b)(3) through
(b)(12).  This Plan and all Award Agreements shall be administered,
interpreted and construed in a manner consistent with Section
409A.  If any provision of this Plan or any Award Agreement is found
not to comply with, or otherwise not be exempt from, the provisions of Section
409A, it shall be modified and given effect, in the sole discretion of the
Committee and without requiring the Participant’s consent, in such manner as the
Committee determines to be necessary or appropriate to comply with, or
effectuate an exemption from, Section 409A.  Each payment under an
Award granted under this Plan shall be treated as a separate identified payment
for purposes of Section 409A.

    


    If a
payment obligation under an Award or an Award Agreement arises on account of the
Participant’s termination of employment and such payment obligation constitutes
“deferred compensation” (as defined under Treasury Regulation section
1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation
sections 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the
Participant’s “separation from service” (as defined under Treasury Regulation
section 1.409A-1(h)); provided, however, that if the Participant is a “specified
employee” (as defined under Treasury Regulation section 1.409A-1(i)), any such
payment that is scheduled to be paid within six months after such separation
from service shall accrue without interest and shall be paid on the first day of
the seventh month beginning after the date of the Participant’s separation from
service or, if earlier, within fifteen days after the appointment of the
personal representative or executor of the Participant’s estate following the
Participant’s death.

    


    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 issued pursuant to Awards under
the Plan and the maximum aggregate number of shares which may be granted
pursuant to Awards to any individual shall 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 Participants' rights hereunder (including under the Award
Agreements) so that they are substantially proportionate to the rights existing
in such Awards, prior to such event, including, without limitation, adjustments
in (A) the number of Options, Phantom Shares, Dividend Equivalent Rights or
Other Stock-Based Awards granted, (B) the number and kind of shares or other
property to be distributed in respect of Awards, (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.