EX-10.1






Exhibit 10.1




WOODBRIDGE HOLDINGS CORPORATION

AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN

(as amended on September 26, 2008)




     1. PURPOSES . The purposes of this Woodbridge Holdings Corporation 2003 Stock
Incentive Plan (the “Plan”) are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to the Employees of the Company or its
Subsidiaries (as defined in Section 2 below) as well as other individuals who perform services for
the Company and its Subsidiaries, and to promote the success and profitability of the Company’s
business. Options granted hereunder may be either “incentive stock options,” as defined in Section
422 of the Internal Revenue Code of 1986, as amended, or “non-qualified stock options,” at the
discretion of the Committee (as defined in Section 2 below) and as reflected in the terms of the
Stock Option Agreement (as defined in Section 2 below).



     2. DEFINITIONS . As used herein, the following definitions shall apply:



     (a) “Award Notice” shall mean, with respect to a particular Restricted Stock Award, a written
instrument signed by the Company and the recipient of the Restricted Stock Award evidencing the
Restricted Stock Award and establishing the terms and conditions thereof.



     (b) “Award Recipient” shall mean the recipient of a Restricted Stock Award.



     (c) “Beneficiary” shall mean the Person designated by an Award Recipient to receive any Shares
subject to a Restricted Stock Award made to such Award Recipient that become distributable
following the Award Recipient’s death.



     (d) “Board of Directors” shall mean the Board of Directors of the Company.



     (e) “Class A Common Stock” shall mean the Class A common stock, par value $0.01 per share, of
the Company.



     (f) “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (g) “Committee” shall mean the Committee appointed by the Board of Directors in accordance
with paragraph (a) of Section 4 of the Plan.



     (h) “Company” shall mean Woodbridge Holdings Corporation, a Florida corporation, and its
successors and assigns.



     (i) “Continuous Status as an Employee” shall mean the absence of any interruption or
termination of service as an Employee. Continuous Status as an Employee shall not be considered
interrupted in the case of sick leave, military leave, or any other leave of absence approved by
the Board of Directors of the Company or the Committee. Continuous Status as an Employee shall not
be deemed terminated or interrupted by a termination of employment followed immediately by service
as a non-Employee director of the Company or one or more of its Subsidiaries until a subsequent
termination of all service as either a non-Employee director or an Employee.



     (j) “Covered Employee” shall mean, for any taxable year of the Company, a person who is, or
who the Committee determines is reasonably likely to be, a “covered employee” (within the meaning
of section 162(m) of the Code).



     (k) “Disability” shall mean permanent and total disability as defined in Section 22(e)(3) of
the Code.



     (l) “Employee” shall mean any person, including officers and directors, employed by the
Company or any Parent or Subsidiary of the Company. The payment of a director’s fee by the Company
shall not be sufficient to constitute “employment” by the Company.



 









 





     (m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     (n) “Fair Market Value” shall be determined by the Committee in its discretion; provided,
however, that where there is a public market for the Class A Common Stock, the fair market value
per Share shall be (i) if the Class A Common Stock is listed or admitted for trading on any United
States national securities exchange, or if actual transactions are otherwise reported on a
consolidated transaction reporting system, the closing price of such stock on such exchange or
reporting system, as the case may be, on the relevant date, as reported in any newspaper of general
circulation, or (ii) if the Class A Common Stock is quoted on the National Association of
Securities Dealers Automated Quotations (“NASDAQ”) System, or any similar system of automated
dissemination of quotations of securities prices in common use, the mean between the closing bid
and asked quotations for such stock on the relevant date, as reported by a generally recognized
reporting service.



     (o) “Incentive Stock Option” shall mean a stock option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code.



     (p) “Nonqualified Stock Option” shall mean a stock option not intended to qualify as an
Incentive Stock Option or a stock option that at the time of grant, or subsequent thereto, fails to
satisfy the requirements of Section 422 of the Code.



     (q) “Option” shall mean a stock option granted pursuant to the Plan.



     (r) “Optioned Stock” shall mean the Class A Common Stock subject to an Option.



     (s) “Optionee” shall mean the recipient of an Option.



     (t) “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined
in Section 424(e) of the Code.



     (u) “Performance-Based Restricted Stock Award” shall mean a Restricted Stock Award to which
Section 8.3 is applicable.



     (v) “Performance Goal” shall mean, with respect to any Performance-Based Restricted Stock
Award, the performance goal(s) established pursuant to Section 8.3(a), the attainment of which is a
condition of vesting of the Performance-Based Restricted Stock Award.



     (w) “Performance Measurement Period” shall mean, with respect to any Performance Goal, the
period of time over which attainment of the Performance Goal is measured.



     (x) “Person” shall mean an individual, a corporation, a partnership, a limited liability
company, an association, a joint-stock company, a trust, an estate, an unincorporated organization
and any other business organization or institution.



     (y) “Restricted Stock Award” shall mean an award of Shares pursuant to Section 8.



     (z) “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission
under the Exchange Act or any successor rule.



     (aa) “Service” shall mean, unless the Committee provides otherwise in an Award Notice: (a)
service in any capacity as a common-law employee, director, advisor or consultant to the Company or
a Parent or Subsidiary; (b) service in any capacity as a common-law employee, director, advisor or
consultant (including periods of contractual availability to perform services under a retainer
arrangement) to an entity that was formerly a Parent or Subsidiary, to the extent that such service
is an uninterrupted continuation of services being provided immediately prior to the date on which
such entity ceased to be a Parent or Subsidiary; and (c) performance of the terms of any
contractual non-compete agreement for the benefit of the Company or a Parent or Subsidiary.



     (bb) “Share” shall mean a share of the Class A Common Stock, as adjusted in accordance with
Section 9 of the Plan.



     (cc) “Stock Option Agreement” shall mean the written option agreements described in Section 14
of the Plan.



     (dd) “Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter existing, as
defined in Section 424(f) of the Code.



     (ee) “Transferee” shall mean a “transferee” of the Optionee as defined in Section 7.4 of the
Plan.



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     3. STOCK. Subject to the provisions of Section 9 of the Plan, the maximum aggregate
number of Shares which may be issued for Restricted Stock Awards and upon the exercise of Options
under the Plan is 600,000 Shares. The maximum aggregate number of Shares which may be covered by
Options granted to individuals who are Covered Employees shall be 100,000 Shares during any
calendar year. The maximum aggregate number of Shares which may be issued as Restricted Stock
Awards to individuals who are Covered Employees shall be 100,000 Shares during any calendar year.
If an Option or Restricted Stock Award should expire or become un-exercisable for any reason
without having been exercised or vested in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for further grant under the
Plan.



     Subject to the provisions of Section 9 of the Plan, no person shall be granted Options under
the Plan in any calendar year covering an aggregate of more than 30,000 Shares. If an Option should
expire, become unexercisable for any reason without having been exercised in full, or be cancelled
for any reason during the calendar year in which it was granted, the number of Shares covered by
such Option shall nevertheless be treated as Options granted for purposes of the limitation in the
preceding sentence.



     4. ADMINISTRATION .



     (a) Procedure . The Plan shall be administered by a Committee appointed by the Board
of Directors, which initially shall be the Compensation Committee of the Company. The Committee
shall consist of not less than two (2) members of the Board of Directors. Once appointed, the
Committee shall continue to serve until otherwise directed by the Board of Directors. From time to
time the Board of Directors, at its discretion, may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause), and appoint new members in
substitution therefor, and fill vacancies however caused; provided, however, that at no time shall
a Committee of less than two (2) members of the Board of Directors administer the Plan. If the
Committee does not exist, or for any other reason determined by the Board of Directors, the Board
may take any action and exercise any power, privilege or discretion under the Plan that would
otherwise be the responsibility of the Committee.



     (b) Powers of the Committee . Subject to the provisions of the Plan, the Committee
shall have the authority, in its discretion: (i) to grant Incentive Stock Options, in accordance
with Section 422 of the Code, to grant Nonqualified Stock Options or to grant Restricted Stock
Awards; (ii) to determine, upon review of relevant information, the Fair Market Value of the Class
A Common Stock; (iii) to determine the exercise price per share of Options to be granted or
consideration for Restricted Stock Awards; (iv) to determine the persons to whom, and the time or
times at which, Options and Restricted Stock Awards shall be granted and the number of Shares to be
represented by each Option or Restricted Stock Award; (v) to determine the vesting schedule of the
Options and Restricted Stock Awards to be granted; (vi) to interpret the Plan; (vii) to prescribe,
amend and rescind rules and regulations relating to the Plan; (viii) to determine the terms and
provisions of each Option or Restricted Stock Award granted (which need not be identical) and, with
the consent of the holder thereof if required, modify or amend each Option or Restricted Stock
Award; (ix) to accelerate or defer (with the consent of the holder thereof) the exercise or vesting
date of any Option or the vesting date of any Restricted Stock Award; (x) to authorize any person
to execute on behalf of the Company any instrument required to effectuate the grant of an Option or
Restricted Stock Award previously granted by the Committee; (xi) to grant an Option in replacement
of Options previously granted under this Plan; and (xii) to make all other determinations deemed
necessary or advisable for the administration of the Plan.



     (c) Effect of the Committee’s Decision . All decisions, determinations and
interpretations of the Committee shall be final and binding on all Optionees, Award Recipients or
Transferees, if applicable.



     5. ELIGIBILITY. Incentive Stock Options may be granted only to Employees.
Nonqualified Stock Options and Restricted Stock Awards may be granted to Employees as well as
directors, independent contractors and agents who are natural persons (but only if such Options or
Restricted Stock Awards are granted as compensation for personal services rendered by the
independent contractor or agent to the Company or a Subsidiary that are not services in connection
with the offer or sale of securities in a capital-raising transaction or services that directly or
indirectly promote or maintain a market for the Company’s securities), as determined by the
Committee. Any person who has been granted an Option or Restricted Stock Award may, if he is
otherwise
eligible, be granted an additional Option or Options or Restricted Stock Award.



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     Except as otherwise provided under the Code, to the extent that the aggregate Fair Market
Value of Shares for which Incentive Stock Options (under all stock option plans of the Company and
of any Parent or Subsidiary) are exercisable for the first time by an Employee during any calendar
year exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. For
purposes of this limitation, (a) the Fair Market Value of Shares is determined as of the time the
Option is granted and (b) the limitation is applied by taking into account Options in the order in
which they were granted.



     The Plan shall not constitute a contract of employment nor shall the Plan confer upon any
Optionee or Award Recipient any right with respect to continuation of employment or continuation of
providing services to the Company, nor shall it interfere in any way with his right or the
Company’s or any Parent or Subsidiary’s right to terminate his employment or his provision of
services at any time.



     6. TERM OF PLAN. The Plan shall become effective upon its adoption by the Board of
Directors; provided, however, if the Plan is not approved by shareholders of the Company in
accordance with Section 15 of the Plan within twelve (12) months after the date of adoption by the
Board of Directors, the Plan and any Options or Restricted Stock Awards granted thereunder shall
terminate and become null and void. The Plan shall continue in effect ten (10) years from the
effective date of the Plan, unless sooner terminated under Section 11 of the Plan.



     7. STOCK OPTIONS.



     7.1 Term of Option. The term of each Option shall be ten (10) years from the date
of grant thereof or such shorter term as may be provided in the Stock Option Agreement. However, in
the case of an Incentive Stock Option granted to an Employee who, immediately before the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock
Option shall be five (5) years from the date of grant thereof or such shorter time as may be
provided in such Optionee’s Stock Option Agreement.



     7.2 Exercise Price And Consideration.



     (a) Price . The per Share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as determined by the Committee, but shall be subject to
the following:



     (i) In the case of an Incentive Stock Option which is



     (A) granted to an Employee who, immediately before the grant of such Incentive Stock Option,
owns stock representing more than ten percent (10%) of the voting power of all classes of stock of
the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than one
hundred and ten percent (110%) of the Fair Market Value per Share on the date of grant.



     (B) granted to an Employee not within (A), the per share exercise price shall be no less than
one hundred percent (100%) of the Fair Market Value per Share on the date of grant.



     (C) In the case of a Nonqualified Stock Option, the per Share exercise price shall be no less
than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.



     (b) Certain Corporate Transactions . In the event the Company substitutes an Option
for a stock option issued by another corporation in connection with a corporate transaction, such
as a merger, consolidation, acquisition of property or stock, separation (including a spin-off or
other distribution of stock or property), reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or partial or complete liquidation
involving the Company and such other corporation, the exercise price of such substituted Option
shall be as determined by the Committee in its discretion (subject to the provisions of Section
424(a) of the Code in the case of a stock option that was intended to qualify as an “incentive
stock option”) to preserve, on a per Share basis immediately after such corporate transaction, the
same ratio of Fair
Market Value per Option Share to exercise price per Share which existed immediately prior to
such corporate transaction under the option issued by such other corporation.



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     (c) Payment. The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by the Committee and may consist
entirely of cash, check, promissory note, or other shares of the Company’s capital stock having a
Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised, or any combination of such methods of payment, or such
other consideration and method of payment for the issuance of Shares to the extent permitted under
the law of the Company’s jurisdiction of incorporation. The Committee may also establish
coordinated procedures with one or more brokerage firms for the “cashless exercise” of Options,
whereby Shares issued upon exercise of an Option are delivered against payment by the brokerage
firm on the Optionee’s behalf. When payment of the exercise price for the Shares to be issued upon
exercise of an Option consists of shares of the Company’s capital stock, such shares will not be
accepted as payment unless the Optionee or Transferee, if applicable, has held such shares for the
requisite period necessary to avoid a charge to the Company’s earnings for financial reporting
purposes.



     7.3 Exercise Of Option.



     (a) Procedure for Exercise; Rights as a Shareholder . Any Option granted hereunder
shall be exercisable at such times and under such conditions as determined by the Committee,
including performance criteria with respect to the Company or its Subsidiaries and/or the Optionee,
and as shall be permissible under the terms of the Plan. An Option may not be exercised for a
fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the Shares with respect to which the Option is exercised
has been received by the Company. Full payment may, as authorized by the Committee, consist of any
consideration and method of payment allowable under Section 7.2(c) of the Plan. Until the issuance
of the stock certificate evidencing such Shares (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), which in no event will be
delayed more than thirty (30) days from the date of the exercise of the Option, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate is issued, except
as provided in the Plan. Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the Option is exercised.



     (b) Termination of Status as an Employee . Subject to this Section 7.3(b), if any
Employee ceases to be in Continuous Status as an Employee, he or any Transferee may, but only
within thirty (30) days or such other period of time not exceeding three (3) months as is
determined by the Committee (or, provided that the applicable Option is not to be treated as an
Incentive Stock Option, such longer period of time as may be determined by the Committee) after the
date he ceases to be an Employee, exercise his Option to the extent that he or any Transferee was
entitled to exercise it as of the date of such termination. To the extent that he or any Transferee
was not entitled to exercise the Option at the date of such termination, or if he or any Transferee
does not exercise such Option (which he or any Transferee was entitled to exercise) within the time
specified herein, the Option shall terminate. If any Employee ceases to serve as an Employee as a
result of a termination for cause (as determined by the Committee), any Option held by such
Employee or any Transferee shall terminate immediately and automatically on the date of his
termination as an Employee unless otherwise determined by the Committee. Notwithstanding the
foregoing, if an Employee ceases to be in Continuous Status as an Employee solely due to a
reorganization, merger, consolidation, spin-off, combination, re-assignment to another member of
the affiliated group of which the Company is a member or other similar corporate transaction or
event, the Committee may, in its discretion, suspend the operation of this Section 7.3(b); provided
that the Employee shall execute an agreement, in form and substance satisfactory to the Committee,
waiving such Employee’s right to have such Employee’s Options treated as Incentive Stock Options
from and after a date determined by the Committee which shall be no later than three months from
the date on which such Employee ceases to be in Continuous Status as an Employee, and such
Employee’s Options shall thereafter be treated as Nonqualified Options for all purposes.



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     (c) Disability of Optionee . Notwithstanding the provisions of Section 7.3(b) above,
in the event an Employee is unable to continue his employment as a result of his Disability, he or
any Transferee may, but only within three (3) months or such other period of time not exceeding
twelve (12) months as is determined by the Committee (or, provided that the applicable Option is
not to be treated as an Incentive Stock Option, such longer period of time as may be determined by
the Committee) from the date of termination of employment, exercise his Option to the extent he or
any Transferee was entitled to exercise it at the date of such Disability. To the extent that he or
any Transferee was not entitled to exercise the Option at the date of Disability, or if he or any
Transferee does not exercise such Option (which he or any Transferee was entitled to exercise)
within the time specified herein, the Option shall terminate.



     (d) Death of Optionee . In the event of the death of an Optionee:



     (i) during the term of the Option and who is at the time of his death an Employee and who
shall have been in Continuous Status as an Employee since the date of grant of the Option, the
Option may be exercised at any time within twelve (12) months (or, provided that the applicable
Option is not to be treated as an Incentive Stock Option, such longer period of time as may be
determined by the Committee) following the date of death, by the Optionee’s estate, by a person who
acquired the right to exercise the Option by bequest or inheritance, or by any Transferee, as the
case may be, but only to the extent of the right to exercise that would have accrued had the
Optionee continued living one (1) month after the date of death; or



     (ii) within thirty (30) days or such other period of time not exceeding three (3) months as is
determined by the Committee (or, provided that the applicable Option is not to be treated as an
Incentive Stock Option, such longer period of time as may be determined by the Committee) after the
termination of Continuous Status as an Employee, the Option may be exercised, at any time within
three (3) months following the date of death, by the Optionee’s estate, by a person who acquired
the right to exercise the Option by bequest or inheritance, or by any Transferee, as the case may
be, but only to the extent of the right to exercise that had accrued at the date of termination.



     7.4 Transferability Of Options. During an Optionee’s lifetime, an Option may be
exercisable only by the Optionee and an Option granted under the Plan and the rights and privileges
conferred thereby shall not be subject to execution, attachment or similar process and may not be
sold, pledged, assigned, hypothecated, transferred or otherwise disposed of in any manner (whether
by operation of law or otherwise) other than by will or by the laws of descent and distribution.
Notwithstanding the foregoing, to the extent permitted by applicable law and Rule 16b-3, the
Committee may determine that an Option may be transferred by an Optionee to any of the following:
(1) a family member of the Optionee; (2) a trust established primarily for the benefit of the
Optionee and/or a family member of said Optionee in which the Optionee and/or one or more of his
family members collectively have a more than 50% beneficial interest; (3) a foundation in which
such persons collectively control the management of assets; (4) any other legal entity in which
such persons collectively own more than 50% of the voting interests; or (5) any charitable
organization exempt from income tax under Section 501(c)(3) of the Code (collectively, a
“Transferee”); provided, however, in no event shall an Incentive Stock Option be transferable if
such transferability would violate the applicable requirements under Section 422 of the Code. Any
other attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of any Option
under the Plan or of any right or privilege conferred thereby, contrary to the provisions of the
Plan, or the sale or levy or any attachment or similar process upon the rights and privileges
conferred hereby, shall be null and void.



     8. RESTRICTED STOCK AWARDS .



     8.1 In General.



     (a) Each Restricted Stock Award shall be evidenced by an Award Notice issued by the Committee
to the Award Recipient containing such terms and conditions not inconsistent with the Plan as the
Committee may, in its discretion, prescribe, including, without limitation, any of the following
terms or conditions:



     (i) the number of Shares covered by the Restricted Stock Award;



     (ii) the amount (if any) which the Award Recipient shall be required to pay to the Company in
consideration for the issuance of such Shares (which shall in no event be less than the
minimum amount required for such Shares to be validly issued, fully paid and nonassessable under
applicable law);



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     (iii) whether the Restricted Stock Award is a Performance-Based Award and, if it is, the
applicable Performance Goal or Performance Goals;



     (iv) the date of grant of the Restricted Stock Award; and



     (v) the vesting date for the Restricted Stock Award;



     (b) All Restricted Stock Awards shall be in the form of issued and outstanding Shares that
shall be either:



     (i) registered in the name of the Committee for the benefit of the Award Recipient and held by
the Committee pending the vesting or forfeiture of the Restricted Stock Award;



     (ii) registered in the name of Award Recipient and held by the Committee, together with a
stock power executed by the Award Recipient in favor of the Committee, pending the vesting or
forfeiture of the Restricted Stock Award; or



     (iii) registered in the name of and delivered to the Award Recipient.


In any event, the certificates evidencing the Shares shall at all times prior to the applicable
vesting date bear the following legend:




The Class A Common Stock evidenced hereby is subject to the terms of a Restricted Stock
Award agreement between Woodbridge Holdings Corporation and [Name of Award Recipient]
dated [Date] made pursuant to the terms of the Woodbridge Holdings Corporation 2003
Stock Incentive Plan, copies of which are on file at the executive offices of Woodbridge
Holdings Corporation, and may not be sold, encumbered, hypothecated or otherwise
transferred except in accordance with the terms of such Plan and Agreement.


and/or such other restrictive legend as the Committee, in its discretion, may specify.



     (c) Except as otherwise provided by the Committee, a Restricted Stock Award shall not be
transferable by the Award Recipient other than by will or by the laws of descent and distribution,
and the Shares granted pursuant to such Restricted Stock Award shall be distributable, during the
lifetime of the Award Recipient, only to the Award Recipient.



     8.2 Vesting Date.



     (a) The vesting date for each Restricted Stock Award shall be determined by the Committee and
specified in the Award Notice and, if no date is specified in the Award Notice, shall be the first
anniversary of the date on which the Restricted Stock Award is granted. Unless otherwise determined
by the Committee and specified in the Award Notice:



     (i) if the Service of an Award Recipient is terminated prior to the vesting date of a
Restricted Stock Award for any reason other than death or Disability, any unvested Shares shall be
forfeited without consideration (other than a refund to the Award Recipient of an amount equal to
the lesser of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for
the Shares being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture);



     (ii) if the Service of an Award Recipient is terminated prior to the vesting date of a
Restricted Stock Award on account of death or Disability, any unvested Shares with a vesting date
that is during the period of six (6) months beginning on the date of termination of Service shall
become vested on the date of termination of Service and any remaining unvested Shares forfeited
without consideration (other than a refund to the Award Recipient of an amount equal to the lesser
of (A) the cash amount, if any, actually paid by the Award Recipient to the
Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the
date of forfeiture); and



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     8.3 Performance-Based Restricted Stock Awards.



     (a) At the time it grants a Performance-Based Restricted Stock Award, the Committee shall
establish one or more Performance Goals the attainment of which shall be a condition of the Award
Recipient’s right to retain the related Shares. The Performance Goals shall be selected from among
the following:



     (i) earnings per share;



     (ii) net income;



     (iii) return on average equity;



     (iv) return on average assets;



     (v) core earnings;



     (vi) stock price;



     (vii) strategic business objectives, consisting of one or more objectives based on meeting
specified cost targets, business expansion goals, goals relating to acquisitions or divestitures,
revenue targets or business development goals;



     (viii) except in the case of a Covered Employee, any other performance criteria established by
the Committee;



     (ix) any combination of (i) through (viii) above.


Performance Goals may be established on the basis of reported earnings or cash earnings, and
consolidated results or individual business units and may, in the discretion of the Committee,
include or exclude extraordinary items and/or the results of discontinued operations. Each
Performance Goal may be expressed on an absolute and/or relative basis, may be based on or
otherwise employ comparisons based on internal targets, the past performance of the Company (or
individual business units) and/or the past or current performance of other companies.



     (b) At the time it grants a Performance-Based Restricted Stock Award, the Committee shall
establish a Performance Measurement Period for each Performance Goal. The Performance Measurement
Period shall be the period over which the Performance Goal is measured and its attainment is
determined. If the Committee establishes a Performance Goal but fails to specify a Performance
Measurement Period, the Performance Measurement Period shall be:



     (i) if the Performance-Based Restricted Stock Award is granted during the first three months
of the Company’s fiscal year, the fiscal year of the Company in which the Performance-Based
Restricted Stock Award is granted; and



     (ii) in all other cases, the period of four (4) consecutive fiscal quarters of the Company
that begins with the fiscal quarter in which the Performance-Based Restricted Stock Award is
granted.



     (c) Within a reasonable period of time as shall be determined by the Committee following the
end of each Performance Measurement Period, the Committee shall determine, on the basis of such
evidence as it deems appropriate, whether the Performance Goals for such Performance Measurement
Period have been attained and, if they have been obtained, shall certify such fact in writing.



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     (d) If the Performance Goals for a Performance-Based Restricted Stock Award have been
determined by the Committee to have been attained and certified, the Committee shall either:



     (i) if the relevant vesting date has occurred, cause the ownership of the Shares subject to
such Restricted Stock Award, together with all dividends and other distributions with respect
thereto that have been accumulated, to be transferred on the stock transfer records of the Company,
free of any restrictive legend other than as may be required by applicable law, to the Award
Recipient;



     (ii) in all other cases, continue the Shares in their current status pending the occurrence of
the relevant vesting date or forfeiture of the Shares.


If any one or more of the relevant Performance Goals have been determined by the Committee to not
have been attained, all of the Shares subject to such Restricted Stock Award shall be forfeited
without consideration (other than a refund to the Award Recipient of an amount equal to the lesser
of (A) the cash amount, if any, actually paid by the Award Recipient to the Company for the Shares
being forfeited and (B) the Fair Market Value of such Shares on the date of forfeiture).



     (e) If the Performance Goals for any Performance Measurement Period shall have been affected
by special factors (including material changes in accounting policies or practices, material
acquisitions or dispositions of property, or other unusual items) that in the Committee’s judgment
should or should not be taken into account, in whole or in part, in the equitable administration of
the Plan, the Committee may, for any purpose of the Plan, adjust such Performance Goals and make
payments accordingly under the Plan; provided, however, that any adjustments made in accordance
with or for the purposes of this section 8.3(e) shall be disregarded for purposes of calculating
the Performance Goals for a Performance-Based Restricted Stock Award to a Covered Employee if and
to the extent that such adjustments would have the effect of increasing the amount of a Restricted
Stock Award to such Covered Employee.



     8.4 Dividend Rights. Unless the Committee determines otherwise with respect to any
Restricted Stock Award and specifies such determination in the relevant Award Notice, any dividends
or distributions declared and paid with respect to Shares subject to the Restricted Stock Award,
whether or not in cash, shall be held and accumulated for distribution at the same time and subject
to the same terms and conditions as the underlying Shares.



     8.5 Voting Rights. Unless the Committee determines otherwise with respect to any
Restricted Stock Award and specifies such determination in the relevant Award Notice, voting rights
appurtenant to the Shares subject to the Restricted Stock Award, shall be exercised by the
Committee in its discretion.



     8.6 Tender Offers. Each Award Recipient shall have the right to respond, or to
direct the response, with respect to the issued Shares related to its Restricted Stock Award, to
any tender offer, exchange offer or other offer made to the holders of Shares. Such a direction for
any such Shares shall be given by completing and filing, with the inspector of elections, the
trustee or such other person who shall be independent of the Company as the Committee shall
designate in the direction, a written direction in the form and manner prescribed by the Committee.
If no such direction is given, then the Shares shall not be tendered.



     8.7 Designation of Beneficiary. An Award Recipient may designate a Beneficiary to
receive any unvested Shares that become available for distribution on the date of his death. Such
designation (and any change or revocation of such designation) shall be made in writing in the form
and manner prescribed by the Committee. In the event that the Beneficiary designated by an Award
Recipient dies prior to the Award Recipient, or in the event that no Beneficiary has been
designated, any vested Shares that become available for distribution on the Award Recipient’s death
shall be paid to the executor or administrator of the Award Recipient’s estate, or if no such
executor or administrator is appointed within such time as the Committee, in its sole discretion,
shall deem reasonable, to such one or more of the spouse and descendants and blood relatives of
such deceased person as the Committee may select.



     8.8 Taxes. The Company or the Committee shall have the right to require any person
entitled to receive Shares pursuant to a Restricted Stock Award to pay the amount of any tax which
is required to be withheld with respect to such Shares, or, in lieu thereof, to retain, or to sell
without notice, a sufficient number of Shares to cover the amount required to be withheld.



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     9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER .



     Subject to any required action by the shareholders of the Company, in the event any
recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase, or exchange of Class A Common Stock or other securities, stock dividend or
other special and nonrecurring dividend or distribution (whether in the form of cash, securities or
other property), liquidation, dissolution, or other similar corporate transaction or event, affects
the Class A Common Stock such that an adjustment is appropriate in the Committee’s discretion in
order to prevent dilution or enlargement of the rights of Optionees and Award Recipients under the
Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i)
the number and kind of shares of Class A Common Stock or other securities deemed to be available
thereafter for grants of Options and Restricted Stock Awards under the Plan in the aggregate to all
eligible individuals and individually to any one eligible individual, (ii) the number and kind of
shares of Class A Common Stock or other securities that may be delivered or deliverable in respect
of outstanding Options or Restricted Stock Awards, and (iii) the exercise price of Options. In
addition, the Committee is authorized to make adjustments in the terms and conditions of, and the
criteria included in, Options and Restricted Stock Awards (including, without limitation,
cancellation of Options or Restricted Stock Awards in exchange for the in-the-money value, if any,
of the vested portion thereof, or substitution of Options or Restricted Stock Awards using stock of
a successor or other entity) in recognition of unusual or nonrecurring events (including, without
limitation, events described in the preceding sentence) affecting the Company or any Subsidiary or
the financial statements of the Company or any Subsidiary, or in response to changes in applicable
laws, regulations, or account principles; provided, however, that any such adjustment to an Option
or Performance-Based Restricted Stock Award granted to a Covered Employee with respect to the
Company or its Parent or Subsidiaries shall conform to the requirements of section 162(m) of the
Code and the regulations thereunder then in effect. In addition, each such adjustment with respect
to an Incentive Stock Option shall comply with the rules of Section 424(a) of the Code (or any
successor provision), and in no event shall any adjustment be made which would render any Incentive
Stock Option granted hereunder other than an “incentive stock option” as defined in Section 422 of
the Code. The Committee’s determination shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Class A Common Stock subject to an
Option or Restricted Stock Award.



     In the event of the proposed dissolution or liquidation of the Company, or in the event of a
proposed sale of all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, the Committee or the Board of Directors may determine, in
its discretion, that (i) if any such transaction is effected in a manner that holders of Class A
Common Stock will be entitled to receive stock or other securities in exchange for such shares,
then, as a condition of such transaction, lawful and adequate provision shall be made whereby the
provisions of the Plan and the Options granted hereunder shall thereafter be applicable, as nearly
equivalent as may be practicable, in relation to any shares of stock or securities thereafter
deliverable upon the exercise of any Option or (ii) the Option will terminate immediately prior to
the consummation of such proposed transaction. The Committee or the Board of Directors may, in the
exercise of its sole discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Committee or the Board of Directors and give each Optionee or Transferee, if
applicable, the right to exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable; provided, however, that the
Committee may, at any time prior to the consummation of such merger, consolidation or other
business reorganization, direct that all, but not less than all, outstanding Options be cancelled
as of the effective date of such merger, consolidation or other business reorganization in exchange
for a cash payment per optioned Share equal to the excess (if any) of the value exchanged for an
outstanding Share in such merger, consolidation or other business reorganization over the exercise
price of the Option being cancelled.



     In the event of any merger, consolidation, or other business reorganization in which the
Company is not the surviving entity, any Restricted Stock Award with respect to which Shares had
been awarded to an Award Recipient shall be adjusted by allocating to the Award Recipient the
amount of money, stock, securities or other property to be received by the other shareholders of
record, and such money, stock, securities or other property
shall be subject to the same terms and conditions of the Restricted Stock Award that applied
to the Shares for which it has been exchanged.



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     Without limiting the generality of the foregoing, the existence of outstanding Options or
Restricted Stock Awards granted under the Plan shall not affect in any manner the right or power of
the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Company’s capital structure or its business; (ii) any
merger or consolidation of the Company; (iii) any issuance by the Company of debt securities or
preferred or preference stock that would rank above the Shares subject to outstanding Options or
Restricted Stock Awards; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer
or assignment of all or any part of the assets or business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar character or otherwise.



     10. TIME FOR GRANTING OPTIONS AND RESTRICTED STOCK AWARDS . The date of grant of an
Option or Restricted Stock Award shall, for all purposes, be the date on which the Committee makes
the determination granting such Option or Restricted Stock Award or such later date as the
Committee may specify. Notice of the determination shall be given to each Optionee or Award
Recipient within a reasonable time after the date of such grant.



     11. AMENDMENT AND TERMINATION OF THE PLAN .



     11.1 Committee Action; Shareholders’ Approval. Subject to applicable laws and
regulations, the Committee or the Board of Directors may amend or terminate the Plan from time to
time in such respects as the Committee or the Board of Directors may deem advisable, without the
approval of the Company’s shareholders.



     11.2 Effect of Amendment or Termination. No amendment or termination or
modification of the Plan shall in any manner affect any Option or Restricted Stock Award
theretofore granted without the consent of the Optionee or Award Recipient, except that the
Committee or the Board of Directors may amend or modify the Plan in a manner that does affect
Options or Restricted Stock Awards theretofore granted upon a finding by the Committee or the Board
of Directors that such amendment or modification is in the best interest of Shareholders, Optionees
or Award Recipients.



     12. CONDITIONS UPON ISSUANCE OF SHARES . Shares shall not be issued pursuant to the
exercise of an Option or delivered with respect to a Restricted Stock Award unless the exercise of
such Option and the issuance and delivery of such Shares pursuant thereto or the grant of a
Restricted Stock Award and the delivery of Shares with respect thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended,
the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.



     As a condition to the exercise of an Option, grant of a Restricted Stock Award or delivery of
Shares with respect to a Restricted Stock Award, the Company may require the Person exercising such
Option or acquiring such Shares or Restricted Stock Award to represent and warrant at the time of
any such exercise, grant or acquisition that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned relevant provisions of
law. The Company shall not be required to deliver any Shares under the Plan prior to (i) the
admission of such Shares to listing on any stock exchange on which Shares may then be listed, or
(ii) the completion of such registration or other qualification under any state or federal law,
rule or regulation as the Committee shall determine to be necessary or advisable.



     13. RESERVATION OF SHARES . The Company, during the term of this Plan, will at all
times reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite authority shall not
have been obtained.



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     14. STOCK OPTION AGREEMENT; AWARD NOTICE . Options shall be evidenced by written
option agreements and Restricted Stock Awards shall be evidenced by Award Notices, each in such
form as the Board of Directors or the Committee shall approve.



     15. SHAREHOLDER APPROVAL . Continuance of the Plan shall be subject to approval by
the shareholders of the Company entitled to vote thereon within twelve months after the date the
Plan is adopted. If such shareholder approval is obtained at a duly held shareholders’ meeting, it
may be obtained by the affirmative vote of the holders of outstanding shares of the Company’s
common stock representing a majority of the votes entitled to be cast thereon. No Performance-Based
Restricted Stock Awards shall be granted after the fifth (5th) anniversary of the date the Plan is
adopted unless, prior to such date, the listing of permissible Performance Goals set forth in
Section 8.3 shall have been re-approved by the shareholders of the Company in the manner required
by Section 162(m) of the Code and the regulations thereunder.



     16. OTHER PROVISIONS . The Stock Option Agreements or Award Notices authorized under
the Plan may contain such other provisions, including, without limitation, restrictions upon the
exercise of the Option or vesting of the Restricted Stock Award, as the Board of Directors or the
Committee shall deem advisable. Any Incentive Stock Option Agreement shall contain such limitations
and restrictions upon the exercise of the Incentive Stock Option as shall be necessary in order
that such Option will be an incentive stock option as defined in Section 422 of the Code.



     17. INDEMNIFICATION OF COMMITTEE MEMBERS . In addition to such other rights of
indemnification they may have as directors, the members of the Committee shall be indemnified by
the Company against the reasonable expenses, including attorneys’ fees actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in connection with
any appeal thereon, to which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option or Restricted Stock Award granted
thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit or proceeding that such Committee member is liable for gross
negligence or misconduct in the performance of his duties; provided that within sixty (60) days
after institution of any such action, suit or proceeding a Committee member shall in writing offer
the Company the opportunity, at its own expense, to handle and defend the same.



     18. NO OBLIGATION TO EXERCISE OPTION . The granting of an Option shall impose no
obligation upon the Optionee to exercise such Option.



     19. WITHHOLDINGS; TAX MATTERS .



     19.1 The Company shall have the right to deduct from all amounts paid by the Company in cash
with respect to an Option under the Plan any taxes required by law to be withheld with respect to
such Option. Where any Person is entitled to receive Shares pursuant to the exercise of an Option,
the Company shall have the right to require such Person to pay to the Company the amount of any tax
which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to
retain, or to sell without notice, a sufficient number of Shares to cover the minimum amount
required to be withheld. To the extent determined by the Committee and specified in the Option
Agreement, an Option holder shall have the right to direct the Company to satisfy the minimum
required federal, state and local tax withholding by reducing the number of Shares subject to the
Option (without issuance of such Shares to the Option holder) by a number equal to the quotient of
(a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair
Market Value of a Share on the Option exercise date over the Option exercise price per Share.



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     19.2 If and to the extent permitted by the Committee and specified in an Award Notice for a
Restricted Stock Award other than a Performance-Based Restricted Stock Award, an Award Recipient
may be permitted or required to make an election under section 83(b) of the Code to include the
compensation related thereto in income for federal income tax purposes at the time of issuance of
the Shares to such Award Recipient instead of at a subsequent vesting date. In such event, the
Shares issued prior to their vesting date shall be issued in certificated form only, and the
certificates therefor shall bear the following legend:




The Class A Common Stock evidenced hereby is subject to the terms of a Restricted Stock
Award agreement between Woodbridge Holdings Corporation and [Name of Recipient] dated
[Date] made pursuant to the terms of the Woodbridge Holdings Corporation 2003 Stock
Incentive Plan, copies of which are on file at the executive offices of Woodbridge
Holdings Corporation, and may not be sold, encumbered, hypothecated or otherwise
transferred except in accordance with the terms of such Plan and Agreement.


or such other restrictive legend as the Committee, in its discretion, may specify. In the event of
the Award Recipient’s termination of Service prior to the relevant vesting date or forfeiture of
the Shares for any other reason, the Award Recipient shall be required to return all forfeited
Shares to the Company without consideration therefor (other than a refund to the Award Recipient of
an amount equal to the lesser of (A) the cash amount, if any, actually paid by the Award Recipient
to the Company for the Shares being forfeited and (B) the Fair Market Value of such Shares on the
date of forfeiture).



     20. OTHER COMPENSATION PLANS . The adoption of the Plan shall not affect any other
stock option or incentive or other compensation plans in effect for the Company or any Subsidiary,
nor shall the Plan preclude the Company from establishing any other forms of incentive or other
compensation for employees and directors of the Company or any Subsidiary.



     21. SINGULAR, PLURAL; GENDER . Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the feminine gender.



     22. HEADINGS, ETC. NO PART OF PLAN . Headings of Articles and Sections hereof are
inserted for convenience and reference; they constitute no part of the Plan.



     23. SEVERABILITY . If any provision of the Plan is held to be invalid or
unenforceable by a court of competent jurisdiction, then such invalidity or unenforceability shall
not affect the validity and enforceability of the other provisions of the Plan and the provision
held to be invalid or unenforceable shall be enforced as nearly as possible according to its
original terms and intent to eliminate such invalidity or unenforceability.




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