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                                                                   EXHIBIT 10.32

                         SYKES ENTERPRISES, INCORPORATED
                           2001 EQUITY INCENTIVE PLAN

                        (Effective as of April 26, 2001)

SECTION 1.   PURPOSE AND DEFINITIONS

             (a) Purpose. This Plan, known as the "Sykes Enterprises,
Incorporated 2001 Equity Incentive Plan", is intended to provide incentives to
certain employees of and certain non-employees who provide services to Sykes
Enterprises, Incorporated and its subsidiaries, in order to encourage them to
remain in the employ of or to faithfully provide services to the Company and its
subsidiaries and to increase their interest in the Company's success. It is
intended that this purpose be effected through awards or grants of stock
options, stock appreciation rights, and various other rights with respect to
shares of the Company's common stock, as provided herein, to such eligible
persons.

             (b) Definitions. The following terms shall have the following
respective meanings unless the context requires otherwise:

                 (1) The term "Administrator" shall mean the Compensation
Committee of the Board or such other committee, individual or individuals
appointed or delegated authority pursuant to Section 2 to administer the Plan.

                 (2) The term "Affiliate" or "Affiliates" shall have the meaning
set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

                 (3) The term "Beneficial Owner" shall mean beneficial owner as
defined in Rule 13d-3 under the Exchange Act.

                 (4) The term "Board" shall mean the Board of Directors of Sykes
Enterprises, Incorporated.

                 (5) The term "Change in Control" shall mean (i) the adoption of
a plan of reorganization, merger, share exchange or consolidation of the Company
with one or more other corporations or other entities as a result of which the
holders of the Stock as a group would receive less than fifty percent (50%) of
the voting power of the capital stock or other interests of the surviving or
resulting corporation or entity; (ii) the adoption of a plan of liquidation or
the approval of the dissolution of the Company; (iii) the approval by the Board
of an agreement providing for the sale or transfer (other than as a security for
obligations of the Company or any Subsidiary) of substantially all of the assets
of the Company, other than a sale or transfer to an entity at least seventy-five
percent (75%) of the combined voting power of the voting securities of which are
owned by persons in substantially the same proportions as their ownership of the
Company immediately prior to such sale; or (iv) the acquisition of more than
fifty percent (50%) of the outstanding Stock by any person within the meaning of
Rule 13(d)(3) under the Exchange Act, if such acquisition is not preceded by a
prior expression of approval by the Board, provided that the term "person" shall
not include (A) the Company or any of its Subsidiaries, (B) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a
Subsidiary, (C) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (D) a corporation owned directly or indirectly
by the shareholders of the Company in substantially the same proportions as
their ownership of stock in the Company.

                 (6) The term "Code" shall mean the Internal Revenue Code of
1986, or any successor thereto, as the same may be amended and in effect from
time to time.

                 (7) The term "Company" shall mean Sykes Enterprises,
Incorporated.

                 (8) The term "Employee" shall mean a person who is employed by
the Company or any Subsidiary, including an officer or director of the Company
or any Subsidiary who is also an employee of the Company or any Subsidiary.




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                 (9) The term "Exchange Act" shall mean the Securities Exchange
Act of 1934, or any successor thereto, as the same may be amended and in effect
from time to time.

                 (10) The term "Fair Market Value" shall mean, with respect to
a share of Stock, if the Stock is then listed and traded on a registered
national or regional securities exchange, or quoted on The National Association
of Securities Dealers' Automated Quotation System (including The Nasdaq Stock
Market's National Market), the average closing price of a share of Stock on such
exchange or quotation system for the five trading days immediately preceding the
date of grant of an Option or Stock Appreciation Right, or, if Fair Market Value
is used herein in connection with any event other than the grant of an Option or
Stock Appreciation Right, then such average closing price for the five trading
days immediately preceding the date of such event. If the Stock is not traded on
a registered securities exchange or quoted in such a quotation system, the
Administrator shall determine the Fair Market Value of a share of Stock.

                 (11) The term "Incentive Stock Option" means an option granted
under this Plan and which is an incentive stock option within the meaning of
section 422 of the Code, or the corresponding provision of any subsequently
enacted tax statute.

                 (12) The term "Option" or "Options" shall mean the option to
purchase Stock in accordance with Section 4 on such terms and conditions as may
be prescribed by the Administrator, whether or not such option is an Incentive
Stock Option.

                 (13) The term "Other Stock-Based Awards" shall mean awards of
Stock or other rights made in accordance with Section 5 on such terms and
conditions as may be prescribed by the Administrator.

                 (14) The term "Participant" shall mean an Employee who has been
designated for participation in the Plan.

                 (15) The term "Performance Goals" shall mean one or more
business criteria based on individual, business unit, group, Company or other
performance criteria selected by the Administrator.

                 (16) The term "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (A) the Company or any of its
subsidiaries, (B) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (C) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (D) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                 (17) The term "Plan" shall mean the Sykes Enterprises,
Incorporated 2001 Equity Incentive Plan, as the same may be amended and in
effect from time to time.

                 (18) The term "Plan Awards" or "Awards" shall mean awards or
grants of stock Options and various other rights with respect to shares of
Stock.

                 (19) The term "Stock Appreciation Right" shall mean the right
to receive, without payment to the Company, an amount of cash or Stock as
determined in accordance with Section 4, based on the amount by which the Fair
Market Value of a share of Stock on the relevant valuation date exceeds the
grant price.

                 (20) The term "Stock" shall mean shares of the Company's
common stock, par value $.01 per share.

                 (21) The term "Subsidiary" shall mean any "subsidiary
corporation" within the meaning of Section 424(f) of the Code.

                 (22) The term "Ten Percent Stockholder" shall mean an
individual who owns stock possessing more than ten percent (10%) of the combined
voting power of all classes of stock of the Company or of its parent or
subsidiary corporations within the meaning of Code section 422.



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SECTION 2.   ADMINISTRATION

         The Plan shall be administered by the Compensation Committee of the
Board, or by any other committee appointed by the Board that shall consist of
not fewer than two members of the Board, each of whom shall qualify (at the time
of appointment to the committee and during all periods of service on the
committee) in all respects as a "non-employee director" as defined in Rule 16b-3
under the Exchange Act and as an outside director as defined in Section 162(m)
of the Code the regulations thereunder. The Administrator shall administer the
Plan and perform such other functions as are assigned to it under the Plan. The
Administrator is authorized, subject to the provisions of the Plan, from time to
time, to establish such rules and regulations as it may deem appropriate for the
proper administration of the Plan, and to make such determinations under, and
such interpretations of, and to take such steps in connection with, the Plan and
the Plan Awards as it may deem necessary or advisable, in each case in its sole
discretion. The Administrator's decisions and determinations under the Plan need
not be uniform and may be made selectively among Participants, whether or not
they are similarly situated. Any authority granted to the Administrator may also
be exercised by the Board. To the extent that any permitted action taken by the
Board conflicts with any action taken by the Administrator, the Board action
shall control. To the extent permitted by applicable law, the Administrator may
delegate any or all of its powers or duties under the Plan, including, but not
limited to, its authority to make awards under the Plan to grant waivers
pursuant to Section 7, to such person or persons as it shall appoint, pursuant
to such conditions or limitations as the Administrator may establish; provided,
however, that the Administrator shall not delegate its authority to amend or
modify the Plan pursuant to the provisions of Section 13(b). To the extent of
any such delegation, the term "Administrator" when used herein shall mean and
include any such delegate.

SECTION 3.   STOCK AVAILABLE FOR PLAN AWARDS

             (a) Stock Subject to Plan. The Stock to be subject to or related
to Plan Awards may be either authorized and unissued shares or shares held in
the treasury of the Company. The maximum number of shares of Stock with respect
to which Plan Awards may be granted under the Plan, subject to adjustment in
accordance with the provisions of Section 10, shall be 6,043,646.

             (b) Computation of Stock Available for Plan Awards. For the purpose
of computing the total number of shares of Stock remaining available for Plan
Awards under this Plan at any time while the Plan is in effect, there shall be
debited against the total number of shares determined to be available pursuant
to subsections (a) and (c) of this Section 3, (1) the maximum number of shares
of Stock subject to issuance upon exercise of outstanding Options or outstanding
Stock Appreciation Rights granted under this Plan, and (2) the maximum number of
shares of Stock related to outstanding Other Stock-Based Awards granted under
this Plan, as determined by the Administrator in each case as of the dates on
which such Plan Awards were granted.

             (c) Terminated, Expired or Forfeited Plan Awards. The shares
involved in the unexercised or undistributed portion of any terminated, expired
or forfeited Plan Award shall be made available for further Plan Awards.

             (d) Limit on Individual Awards. Except as otherwise determined by
the Administrator, no Participant shall, in any calendar year, be granted any
Options, Stock Appreciation Rights, or Other Stock-Based Awards pursuant to
which such Participant may acquire more than 100,000 shares of Stock in the
aggregate, subject to adjustment as provided in Section 10 of this Plan.

SECTION 4.   OPTIONS AND STOCK APPRECIATION RIGHTS

             (a) Grant of Options.

                 (1) The Administrator, at any time and from time to time while
the Plan is in effect, may grant Options to such Employees as the Administrator
may select, subject to the provisions of this Section 4 and Section 3. Subject
to any limitations set forth in the Plan, the Administrator shall have complete
discretion in determining: (a) the eligible individuals to be granted an Option;
(b) the number of shares of Stock to be subject to the Option; (c) whether the
Option is to be an Incentive Stock Option or a nonqualified stock option;
provided that,


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<PAGE>   4

Incentive Stock Options may be granted only to employees of the Company or a
Subsidiary; and (d) any other terms and conditions of the Option as determined
by the Administrator in its sole discretion.

                 (2) Unless otherwise determined by the Administrator, Incentive
Stock Options: (a) will be exercisable at a purchase price per share of not less
than One Hundred percent (100%) (or, in the case of a Ten Percent Stockholder,
one hundred and ten percent (110%)) of the Fair Market Value of the Stock on the
date of grant; (b) will be exercisable over not more than ten (10) years (or, in
the case of a Ten Percent Stockholder, five (5) years) after the date of grant;
(c) will terminate not later than three (3) months after the Participant's
termination of employment for any reason other than disability or death; (d)
will terminate not later than twelve (12) months after the Participant's
termination of employment as a result of a disability (within the meaning of
Code section 424); and (e) will comply in all other respects with the provisions
of Code section 422.

                 (3) Nonqualified stock options will be exercisable at purchase
prices of not less than one hundred percent (100%) of the Fair Market Value of
the Stock on the date of grant, unless otherwise determined by the
Administrator. Nonqualified stock options will be exercisable during such
periods or on such date as determined by the Administrator and shall terminate
at such time as the Administrator shall determine. Nonqualified stock options
shall be subject to such terms and conditions as are determined by the
Administrator; provided that any Option granted to a Section 162(m) Participant
shall either have a purchase price of not less than one hundred percent (100%)
of the Fair Market Value of the Stock on the date of grant or be subject to the
attainment of such Performance Goals as are established by the Administrator,
unless otherwise determined by the Administrator.

                 (4) Each award agreement evidencing an Incentive Stock Option
shall provide that to the extent the aggregate Fair Market Value of Stock (as
determined on the date of grant), with respect to which Incentive Stock Options
granted under the Plan, or any other plan of the Company or its Subsidiaries,
are exercisable by a Participant for the first time during any calendar year
exceeds $100,000, then such option as to the excess shall be treated as a
nonqualified stock option.

             (b) Grant of Stock Appreciation Rights.

                 (1) The Administrator, at any time and from time to time while
the Plan is in effect, may grant Stock Appreciation Rights to such Employees as
it may select, subject to the provisions of this Section 4 and Section 3. Each
Stock Appreciation Right may relate to all or a portion of a specific Option
granted under the Plan and may be granted concurrently with the Option to which
it relates or at any time prior to the exercise, termination or expiration of
such Option (a "Tandem SAR"), or may be granted independently of any Option, as
determined by the Administrator. If the Stock Appreciation Right is granted
independently of an Option, the grant price of such right shall be the Fair
Market Value of Stock on the date of grant of such Stock Appreciation Right;
provided, however, that the Administrator may, in its discretion, fix a grant
price in excess of the Fair Market Value of Stock on such grant date.

                 (2) Upon exercise of a Stock Appreciation Right, the
Participant shall be entitled to receive, without payment to the Company, either
(A) that number of shares of Stock determined by dividing (i) the total number
of shares of Stock subject to the Stock Appreciation Right being exercised by
the Participant, multiplied by the amount by which the Fair Market Value of a
share of Stock on the day the right is exercised exceeds the grant price (such
amount being hereinafter referred to as the "Spread"), by (ii) the Fair Market
Value of a share of Stock on the exercise date; or (B) cash in an amount
determined by multiplying (i) the total number of shares of Stock subject to the
Stock Appreciation Right being exercised by the Participant, by (ii) the amount
of the Spread; or (C) a combination of shares of Stock and cash, in amounts
determined as set forth in clauses (A) and (B) above, as determined by the
Administrator in its sole discretion; provided, however, that, in the case of a
Tandem SAR, the total number of shares which may be received upon exercise of a
Stock Appreciation Right for Stock shall not exceed the total number of shares
subject to the related Option or portion thereof, and the total amount of cash
which may be received upon exercise of a Stock Appreciation Right for cash shall
not exceed the Fair Market Value on the date of exercise of the total number of
shares subject to the related Option or portion thereof.



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<PAGE>   5


             (c) Terms and Conditions.

                 (1) Each Option and Stock Appreciation Right granted under the
Plan shall be exercisable on such date or dates, during such period, for such
number of shares and subject to such further conditions, including but not
limited to the attainment of Performance Goals, as shall be determined by the
Administrator in its sole discretion and set forth in the provisions of the
award agreement with respect to such Option and Stock Appreciation Right;
provided, however, that a Tandem SAR shall not be exercisable prior to or later
than the time the related Option could be exercised; and provided, further, that
in any event no Option or Stock Appreciation Right shall be exercised beyond ten
(10) years from the date of grant.

                 (2) The Administrator may impose such conditions as it may deem
appropriate upon the exercise of an Option or a Stock Appreciation Right,
including, without limitation, a condition that the Option or Stock Appreciation
Right may be exercised only in accordance with rules and regulations adopted by
the Administrator from time to time.

                 (3) With respect to Options issued with Tandem SARs, the right
of a Participant to exercise the Tandem SAR shall be cancelled if and to the
extent the related Option is exercised, and the right of a Participant to
exercise an Option shall be cancelled if and to the extent that shares covered
by such Option are used to calculate shares or cash received upon exercise of
the Tandem SAR.

                 (4) If any fractional share of Stock would otherwise be issued
to a Participant upon the exercise of an Option or Stock Appreciation Right, the
Participant shall be paid a cash amount equal to the same fraction of the Fair
Market Value of the Stock on the date of exercise.

             (d) Award Agreement. Each Option and Stock Appreciation Right shall
be evidenced by an award agreement in such form and containing such provisions
not inconsistent with the provisions of the Plan as the Administrator from time
to time shall approve.

             (e) Payment for Option Shares.

                 (1) Payment for shares of Stock purchased upon exercise of an
Option granted hereunder shall be made in such manner as is provided in the
applicable award agreement.

                 (2) Any payment for shares of Stock purchased upon exercise of
an Option granted hereunder shall be made in cash. Notwithstanding the
foregoing, if permitted by the Award Agreement or otherwise permitted by the
Administrator, the payment may be made by delivery of shares of Stock
beneficially owned by the Participant, or by a combination of cash and Stock, at
the election of the Participant; provided, however, that any shares of Stock so
delivered shall have been beneficially owned by the Participant for a period of
not less than six (6) months prior to the date of exercise. Any such shares of
Stock so delivered shall be valued at their Fair Market Value on the date of
such exercise. The Administrator shall determine whether and if so the extent to
which actual delivery of share certificates to the Company shall be required.
The Administrator also may authorize payment in accordance with a cashless
exercise program under which, if so instructed by the Participant, Stock may be
issued directly to the Participant's broker upon receipt of the Option purchase
price in cash directly to the broker.

                 (3) To the extent that the payment of the exercise price for
the Stock purchased pursuant to the exercise of an Option is made with shares of
Stock as provided in this Section 4(e)(2), then, at the discretion of the
Administrator, the Participant may be granted a replacement Option under the
Plan to purchase a number of shares of Stock equal to the number of shares
tendered as permitted in Section 4(e)(2) hereof, with an exercise price per
share equal to the Fair Market Value on the date of grant of such replacement
Option and with a term extending to the expiration date of the original Option.

SECTION 5.   STOCK AND OTHER STOCK-BASED AND COMBINATION AWARDS

             (a) Grants of Other Stock-Based Awards. The Administrator, at any
time and from time to time while the Plan is in effect, may grant Other
Stock-Based Awards to such Employees as it may select. Such Plan Awards pursuant
to which Stock is or may in the future be acquired, or Plan Awards valued or
determined in whole



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<PAGE>   6

or part by reference to or otherwise based on Stock, may include, but are not
limited to, awards of restricted Stock or Plan Awards denominated in the form of
"stock units", grants of so-called "phantom stock" and options containing terms
or provisions differing in whole or in part from Options granted pursuant to
Section 4. Other Stock-Based Awards may be granted either alone, in addition to,
in tandem with or as an alternative to any other kind of Plan Award, grant or
benefit granted under the Plan or under any other employee plan of the Company
or Subsidiary, including a plan of any acquired entity. Each Other Stock-Based
Award shall be evidenced by an award agreement in such form as the Administrator
may determine.

             (b) Terms and Conditions. Subject to the provisions of the Plan,
the Administrator shall have the authority to determine the time or times at
which Other Stock-Based Awards shall be made, the number of shares of Stock or
stock units and the like to be granted or covered pursuant to such Plan Awards
(subject to the provisions of Section 3) and all other terms and conditions of
such Plan Awards, including, but not limited to, whether such Plan Awards shall
be subject to the attainment of Performance Goals, and whether such Plan Awards
shall be payable or paid in cash, Stock or otherwise.

             (c) Consideration for Other Stock-Based Awards. In the discretion
of the Administrator, any Other Stock-Based Award may be granted as a Stock
bonus for no consideration other than services rendered.

             (d) Dividend Equivalents on Plan Awards.

                 (1) The Administrator may determine that a Participant to whom
an Other Stock-Based Award is granted shall be entitled to receive payment of
the same amount of cash that such Participant would have received as cash
dividends if, on each record date during the performance or restriction period
relating to such Plan Award, such Participant had been the holder of record of a
number of shares of Stock subject to the Award (as adjusted pursuant to Section
10). Any such payment may be made at the same time as a dividend is paid or may
be deferred until such later date as is determined by the Administrator in its
sole discretion. Such cash payments are hereinafter called "dividend
equivalents".

                 (2) Notwithstanding the provisions of subsection (d)(1), the
Administrator may determine that, in lieu of receiving all or any portion of any
such dividend equivalent in cash, a Participant shall receive an award of full
shares of Stock having a Fair Market Value approximately equal to the portion of
such dividend equivalent that was not paid in cash. Certificates for shares of
Stock so awarded may be issued as of the payment date for the related cash
dividend or may be deferred until a later date, and the shares of Stock covered
thereby may be subject to the terms and conditions of the Plan Award to which it
relates (including but not limited to the attainment of any Performance Goals)
and the terms and conditions of the Plan, all as determined by the Administrator
in its sole discretion.

SECTION 6.  AWARDS TO EMPLOYEES OUTSIDE OF THE UNITED STATES

         In order to facilitate the granting of Plan Awards to Participants who
are foreign nationals or who are employed outside of the United States of
America, the Administrator may provide for such special terms and conditions,
including without limitation substitutes for Plan Awards, as the Administrator
may consider necessary or appropriate to accommodate differences in local law,
tax policy or custom. Such substitutes for Plan Awards may include a requirement
that the Participant receive cash, in such amount as the Administrator may
determine in its sole discretion, in lieu of any Plan Award or share of Stock
that would otherwise have been granted to or delivered to such Participant under
the Plan. The Administrator may approve any supplements to, or amendments,
restatements or alternative versions of the Plan as it may consider necessary or
appropriate for purposes of this Section 6 without thereby affecting the terms
of the Plan as in effect for any other purpose, and the Secretary or other
appropriate officer of the Company may certify any such documents as having been
approved and adopted pursuant to properly delegated authority; provided,
however, that no such supplements, amendments, restatements or alternative
versions shall include any provision that is inconsistent with the terms of the
Plan as then in effect. Participants subject to the laws of a foreign
jurisdiction may request copies of, or the right to view, any materials that are
required to be provided by the Company pursuant to the laws of such
jurisdiction.



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<PAGE>   7


SECTION 7.   PAYMENT OF PLAN AWARDS AND CONDITIONS THEREON

             (a) Issuance of Shares. Certificates for shares of Stock issuable
pursuant to a Plan Award shall be issued to and registered in the name of the
Participant who received such Award. The Administrator may require that such
certificates bear such restrictive legend as the Administrator may specify and
be held by the Company in escrow or otherwise pursuant to any form of agreement
or instrument that the Administrator may specify. If the Administrator has
determined that deferred dividend equivalents shall be payable to a Participant
with respect to any Plan Award pursuant to Section 5(d), then concurrently with
the issuance of such certificates, the Company shall deliver to such Participant
a cash payment or additional shares of Stock in settlement of such dividend
equivalents.

             (b) Substitution of Shares. Notwithstanding the provisions of this
subsection (b) or any other provision of the Plan, the Administrator may specify
that a Participant's Plan Award shall not be represented by certificates for
shares of Stock but shall be represented by rights approximately equivalent (as
determined by the Administrator) to the rights that such Participant would have
received if certificates for shares of Stock had been issued in the name of such
Participant in accordance with subsection (a) (such rights being called "Stock
Equivalents"). Subject to the provisions of Section 10 and the other terms and
provisions of the Plan, if the Administrator shall so determine, each
Participant who holds Stock Equivalents shall be entitled to receive the same
amount of cash that such Participant would have received as dividends if
certificates for shares of Stock had been issued in the name of such Participant
pursuant to subsection (a) covering the number of shares equal to the number of
shares to which such Stock Equivalents relate. Notwithstanding any other
provision of the Plan to the contrary, the Stock Equivalents may, at the option
of the Administrator, be converted into an equivalent number of shares of Stock
or, upon the expiration of any restriction period imposed on such Stock
Equivalents, into cash, under such circumstances and in such manner as the
Administrator may determine.

             (c) Effect of Competitive Activity. Anything contained in the Plan
to the contrary notwithstanding, if the employment of any Participant shall
terminate, for any reason other than death, while any Plan Award granted to such
Participant is outstanding hereunder, and such Participant has not yet received
the Stock covered by such Plan Award or otherwise received the full benefit of
such Plan Award, such Participant, if otherwise entitled thereto, shall receive
such Stock or benefit only if, during the entire period from the date of such
Participant's termination to the date of such receipt, such Participant shall
have (1) made himself or herself available, upon request, at reasonable times
and upon a reasonable basis, to consult with, supply information to and
otherwise cooperate with the Company or any Subsidiary with respect to any
matter that shall have been handled by him or her or under his or her
supervision while he or she was in the employ of the Company or of any
Subsidiary, and (2) refrained from engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any Subsidiary. In
the event of a Participant's failure to comply with any condition set forth in
this subsection (c), such Participant's rights under any Plan Award shall be
forfeited and cancelled forthwith; provided, however, that the failure to comply
with such condition may at any time (whether before, at the time of or
subsequent to termination of employment) be waived by the Administrator upon its
determination that in its sole judgment there shall not have been and will not
be any such substantial adverse effect.

             (d) Effect of Adverse Conduct. Anything contained in the Plan to
the contrary notwithstanding, all rights of a Participant under any Plan Award
shall cease on and as of the date on which it has been determined by the
Administrator that such Participant at any time (whether before or subsequent to
termination of such Participant's employment) acted in a manner Adverse to the
best interests of the Company, any Subsidiary or Affiliate thereof.

             (e) Tax and Other Withholding. Prior to any distribution of cash,
Stock or any other benefit available under a Plan Award (including payments
under Section 5(d) and Section 7(b)) to any Participant, appropriate
arrangements (consistent with the Plan and any rules adopted hereunder) shall be
made for the payment of any taxes and other amounts required to be withheld by
federal, state or local law.

             (f) Substitution. The Administrator, in its sole discretion, may
substitute a Plan Award for another Plan Award or Plan Awards of the same or
different type.



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<PAGE>   8


SECTION 8.   NON-TRANSFERABILITY OF PLAN AWARDS

             (a) Restrictions on Transfer of Awards. Plan Awards shall not be
assignable or transferable by the Participant other than by will or by the laws
of descent and distribution except that the Participant may, with the consent of
the Administrator, transfer without consideration Plan Awards that do not
constitute Incentive Stock Options to the Participant's spouse, children or
grandchildren (or to one or more trusts for the benefit of any such family
members or to one or more partnerships in which any such family members are the
only partners).

             (b) Attachment and Levy. No Plan Award shall be subject, in whole
or in part, to attachment, execution or levy of any kind, and any purported
transfer in violation hereof shall be null and void. Without limiting the
generality of the foregoing, no domestic relations order purporting to authorize
a transfer of a Plan Award, or to grant to any person other than the Participant
the authority to exercise or otherwise act with respect to a Plan Award, shall
be recognized as valid.

SECTION 9.   DESIGNATION OF BENEFICIARIES

         Anything contained in the Plan to the contrary notwithstanding, a
Participant may file with the Company a written designation of a beneficiary or
beneficiaries under the Plan, subject to such limitations as to the classes and
number of beneficiaries and contingent beneficiaries and such other limitations
as the Administrator from time to time may prescribe. A Participant may from
time to time revoke or change any such designation of beneficiary. Any
designation of a beneficiary under the Plan shall be controlling over any other
disposition, testamentary or otherwise; provided, however, that if the
Administrator shall be in doubt as to the entitlement of any such beneficiary to
receive any Option, Stock Appreciation Right or Other Stock-Based Award, or if
applicable law requires the Company to do so, the Administrator may recognize
only the legal representative of such Participant, in which case the Company and
the Administrator shall not be under any further liability to anyone. In the
event of the death of any Participant, the term "Participant" as used in the
Plan shall thereafter be deemed to refer to the beneficiary designated pursuant
to this Section 9 or, if no such designation is in effect, the executor or
administrator of the estate of such Participant, unless the context otherwise
requires.

SECTION 10.  MERGER, CONSOLIDATION, STOCK DIVIDENDS, ETC.

             (a) Adjustments. In the event of any merger, consolidation,
reorganization, stock split, stock dividend or other event affecting Stock, an
appropriate adjustment shall be made in the total number of shares available for
Plan Awards and in all other provisions of the Plan that include a reference to
a number of shares, and in the numbers of shares covered by, and other terms and
provisions (including but not limited to the grant or exercise price of any Plan
Award) of outstanding Plan Awards.

             (b) Administrator Determinations. The foregoing adjustments and the
manner of application of the foregoing provisions shall be determined by the
Administrator in its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to a
Plan Award.

SECTION 11.  ACCELERATION OF PAYMENT OR MODIFICATION OF PLAN AWARDS

             (a) Acceleration and Modification. The Administrator, in the event
of the death of a Participant or in any other circumstance, may accelerate
distribution of any Plan Award in its entirety or in a reduced amount, in cash
or in Stock, or modify any Plan Award, in each case on such basis and in such
manner as the Administrator may determine in its sole discretion.

             (b) Change in Control. Notwithstanding any other provision of the
Plan, unless the Administrator determines otherwise at the time of grant, upon
the occurrence of a Change in Control, (1) any Plan Awards outstanding as of the
date of such Change in Control, and that are not then vested, shall become fully
vested, and (2) any restrictions or other conditions applicable to any
outstanding Awards shall lapse, and such Plan Awards shall become free of all
restrictions and conditions. Notwithstanding the foregoing, if a successor
corporation or other entity as contemplated in clause (i) or (ii) of Section
1(b)(5) hereof agrees to assume the outstanding Plan Awards or to substitute
substantially equivalent options, then the outstanding Plan Awards issued
hereunder shall not be




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<PAGE>   9

immediately exercisable, but shall remain exercisable in accordance with the
terms of the Plan and the applicable award agreements.

SECTION 12.  RIGHTS AS A STOCKHOLDER

             A Participant shall not have any rights as a stockholder with
respect to any share covered by any Plan Award until such Participant shall have
become the holder of record of such share.

SECTION 13.  TERM, AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN AND
             AGREEMENTS

             (a) Term. Unless terminated earlier pursuant to subsection (b), the
Plan shall  terminate on March 14, 2011.

             (b) Amendment, Modification and Termination of Plan. The Board may,
at any time, amend or modify the Plan or any outstanding Plan Award, including
without limitation, to authorize the Administrator to make Plan Awards payable
in other securities or other forms of property of a kind to be determined by the
Administrator, and such other amendments as may be necessary or desirable to
implement such Plan Awards, and may terminate the Plan or any provision thereof;
provided, however, that no amendment shall be made without the approval of the
stockholders of the Company if such approval would be required by the Code.
Subject to the provisions of subsection (c), the Administrator may, at any time
and from time to time, amend or modify any outstanding Plan Award to the extent
not inconsistent with the terms of the Plan.

             (c) Limitation. Subject to the provisions of subsection (e), no
amendment to or termination of the Plan or any provision hereof, and no
amendment or cancellation of any outstanding Plan Award, by the Board, the
Administrator or the stockholders of the Company, shall, without the written
consent of the affected Participant, adversely affect any outstanding Plan
Award.

             (d) Survival. The Administrator's authority to act with respect to
any outstanding Plan Award and the Board's authority to amend the Plan shall
survive termination of the Plan.

             (e) Amendment for Changes in Law. Notwithstanding the foregoing
provisions, the Board and Administrator shall have the authority to amend
outstanding Plan Awards and the Plan to take into account changes in law and tax
and accounting rules as well as other developments, and to grant Plan Awards
that qualify for beneficial treatment under such rules, without stockholder
approval (unless otherwise required by law or the applicable rules of any
securities exchange on which the Stock is then traded) and without Participant
consent.

SECTION 14.  INDEMNIFICATION AND EXCULPATION

             (a) Indemnification. Each person who is or shall have been a
member of the Board and the Administrator shall be indemnified and held harmless
by the Company against and from any and all loss, cost, liability or expense
that may be imposed upon or reasonably incurred by such person in connection
with or resulting from any claim, action, suit or proceeding to which such
person may be or become a party or in which such person may be or become
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by such person in settlement thereof
(with the Company's written approval) or paid by such person in satisfaction of
a judgment in any such action, suit or proceeding, except a judgment in favor of
the Company based upon a finding of such person's lack of good faith; subject,
however, to the condition that, upon the institution of any claim, action, suit
or proceeding against such person, such person shall in writing give the Company
an opportunity, at its own expense, to handle and defend the same before such
person undertakes to handle and defend it on such person's behalf. The foregoing
right of indemnification shall not be exclusive of any other right to which such
person may be entitled as a matter of law or otherwise, or any power that the
Company may have to indemnify or hold such person harmless.

             (b) Exculpation. Each member of the Board and the Administrator,
and each officer and employee of the Company, shall be fully justified in
relying or acting in good faith upon any information furnished in connection
with the administration of the Plan by any appropriate person or persons other
than such person. In no



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<PAGE>   10

event shall any person who is or shall have been a member of the Board, or the
Administrator, or an officer or employee of the Company, be held liable for any
determination made or other action taken or any omission to act in reliance upon
any such information, or for any action (including the furnishing of
information) taken or any failure to act, if in good faith.

SECTION 15.  EXPENSES OF PLAN

         The entire expense of offering and administering the Plan shall be
borne by the Company and its participating Subsidiaries; provided, that the
costs and expenses associated with the redemption or exercise of any Plan Award,
including but not limited to commissions charged by any agent of the Company,
may be charged to the Participants.

SECTION 16.  FINALITY OF DETERMINATIONS

         Each determination, interpretation, or other action made or taken
pursuant to the provisions of the Plan by the Board or the Administrator shall
be final and shall be binding and conclusive for all purposes and upon all
persons, including, but without limitation thereto, the Company, its
Subsidiaries, the stockholders, the Administrator, the directors, officers, and
employees of the Company and its Subsidiaries, the Participants, and their
respective successors in interest.

SECTION 17.  NO RIGHTS TO CONTINUED EMPLOYMENT OR TO PLAN AWARD

             (a) No Right to Employment. Nothing contained in this Plan, or in
any booklet or document describing or referring to the Plan, shall be deemed to
confer on any Participant the right to continue as an employee of the Company or
any Subsidiary, whether for the duration of any performance period, restriction
period, or vesting period under a Plan Award, or otherwise, or affect the right
of the Company or Subsidiary to terminate the employment of any Participant for
any reason.

             (b) No Right to Award. No Employee or other person shall have any
claim or right to be granted a Plan Award under the Plan. Receipt of an Award
under the Plan shall not give a Participant or any other person any right to
receive any other Plan Award under the Plan. A Participant shall have no rights
in any Plan Award, except as set forth herein and in the applicable award
agreement.

SECTION 18.  GOVERNING LAW AND CONSTRUCTION

         The Plan and all actions taken hereunder shall be governed by, and the
Plan shall be construed in accordance with, the laws of the State of Florida
without regard to principles of conflict of laws. Titles and headings to
Sections are for purposes of reference only, and shall in no way limit, define
or otherwise affect the meaning or interpretation of the Plan.

SECTION 19.  SECURITIES AND STOCK EXCHANGE REQUIREMENTS

             (a) Restrictions on Resale. Notwithstanding any other provision of
the Plan, no person who acquires Stock pursuant to the Plan may, during any
period of time that such person is an affiliate of the Company (within the
meaning of the rules and regulations of the Securities Exchange Commission),
sell or otherwise transfer such Stock, unless such offer and sale or transfer is
made (1) pursuant to an effective registration statement under the Securities
Act of 1933 ("1933 Act"), which is current and includes the Stock to be sold, or
(2) pursuant to an appropriate exemption from the registration requirements of
the 1933 Act, such as that set forth in Rule 144 promulgated pursuant thereto.

             (b) Registration, Listing and Qualification of Shares of Common
Stock. Notwithstanding any other provision of the Plan, if at any time the
Administrator shall determine that the registration, listing or qualification of
the Stock covered by a Plan Award upon any securities exchange or under any
foreign, federal, state or local law or practice, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of such Plan Award or the purchase or
receipt of Stock in connection therewith, no Stock may be purchased, delivered
or received pursuant to such Plan Award unless and




                                       37
<PAGE>   11

until such registration, listing, qualification, consent or approval shall have
been effected or obtained free of any condition not acceptable to the
Administrator. Any person receiving or purchasing Stock pursuant to a Plan Award
shall make such representations and agreements and furnish such information as
the Administrator may request to assure compliance with the foregoing or any
other applicable legal requirements. The Company shall not be required to issue
or deliver any certificate or certificates for Stock under the Plan prior to the
Administrator's determination that all related requirements have been fulfilled.
The Company shall in no event be obligated to register any securities pursuant
to the 1933 Act or applicable state or foreign law or to take any other action
in order to cause the issuance and delivery of such certificates to comply with
any such law, regulation, or requirement.












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