As
      Amended October 20, 2008

     

     

    PARKERVISION,
      INC. 

     

    2008
      Equity Incentive Plan

    (Non-Named
      Executive)

     

     

    Section
      1. Purpose;
      Definitions.

     

    1.1.
      Purpose. The
      purpose of the 2008 Equity Incentive Plan (“Plan”) is to enable the Company to
      offer to its employees other than its Named Executive Officers (as defined
      below), non-employee directors and consultants whose past, present and/or
      potential contributions to the Company and its Subsidiaries have been, are,
      or
      will be, important to the success of the Company, an opportunity to acquire
      a
      proprietary interest
      in
      the Company. The various types of long-term incentive awards that may be
      provided under the Plan will enable the Company to respond to changes in
      compensation practices, tax laws, accounting regulations and the size and
      diversity of its businesses.

     

    1.2 Definitions. For
      purposes of the Plan, the following terms shall be defined as set forth
      below:

     

    (a) ”Agreement”
      means the agreement between the Company and the Holder, or such other document
      as may be determined by the Committee, setting forth the terms and conditions
      of
      an award under the Plan.

     

    (b) ”Board”
      means the Board of Directors of the Company.

     

    (c) ”Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

     

    (d) ”Committee”
      means the committee of the Board designated to administer the Plan as provided
      in Section 2.1.

     

    (e) ”Common
      Stock” means the Common Stock of the Company, par value $0.01 per
      share.

     

    (f) ”Company”
      means ParkerVision, Inc., a corporation organized under the laws of the State
      of
      Florida.

     

    (g) ”Disability”
      means physical or mental impairment as determined under procedures established
      by the Committee for purposes of the Plan.

     

    (h) ”Effective
      Date” means the date determined pursuant to Section 11.1.

     

    (i) ”Fair
      Market Value,” unless otherwise required by any applicable provision of the Code
      or any regulations issued thereunder, means, as of any given date: (i) if the
      Common Stock is listed on a national securities exchange or the Nasdaq Stock
      Market, the last sale price of the Common Stock in the principal trading market
      for the Common Stock on such date, as reported by the exchange or Nasdaq, as
      the
      case may be; (ii) if the Common Stock is not listed on a national securities
      exchange or the Nasdaq Stock Market, but is traded in the over-the-counter
      market, the closing bid price for the Common Stock on such date, as reported
      by
      the OTC Bulletin Board or Pink Sheets, LLC or similar publisher of such
      quotations; and (iii) if the fair market value of the Common Stock cannot be
      determined pursuant to clause (i) or (ii) above, such price as the Committee
      shall determine, in good faith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j) ”Holder”
      means a person who has received an award under the Plan.

     

    (k) ”Incentive
      Stock Option” means any Stock Option intended to be and designated as an
“incentive stock option” within the meaning of Section 422 of the
      Code.

     

    (l) “Named
      Executive Officers” means Named Executive Officers within the meaning of Item
      402(a) of Regulation S-K promulgated by the Securities and Exchange Commission
      (17 CFR 229.402(a)).

     

    (m) ”Non-qualified
      Stock Option” means any Stock Option that is not an Incentive Stock
      Option.

     

    (n) ”Normal
      Retirement” means retirement from active employment with the Company or any
      Subsidiary on or after such age which may be designated by the Committee as
      “retirement age” for any particular Holder. If no age is designated, it shall be
      65.

     

    (o) ”Other
      Stock-Based Award” means an award under Section 9 that is valued in whole or in
      part by reference to, or is otherwise based upon, Common Stock.

     

    (p) ”Parent”
      means any present or future “parent corporation” of the Company, as such term is
      defined in Section 424(e) of the Code.

     

    (q) ”Plan”
      means the ParkerVision, Inc. 2008 Equity Incentive Plan (Non-Named Executive),
      as hereinafter amended from time to time.

     

    (r) ”Repurchase
      Value” shall mean the Fair Market Value if the award to be settled under Section
      2.2(e) or repurchased under Section 9.2 is comprised of shares of Common Stock
      and the difference between Fair Market Value and the Exercise Price (if lower
      than Fair Market Value) if the award is a Stock Option or Stock Appreciation
      Right; in each case, multiplied by the number of shares subject to the
      award.

     

    (s) ”Restricted
      Stock” means Common Stock received under an award made pursuant to
      Section 7 that is subject to restrictions under Section 7.

     

    (t) ”SAR
      Value” means the excess of the Fair Market Value (on the exercise date) over the
      exercise price that the participant would have otherwise had to pay to exercise
      the related Stock Option, multiplied by the number of shares for which the
      Stock
      Appreciation Right is exercised.

     

    (u) ”Stock
      Appreciation Right” means the right to receive from the Company, on surrender of
      all or part of the related Stock Option, without a cash payment to the Company,
      a number of shares of Common Stock equal to the SAR Value divided by the Fair
      Market Value (on the exercise date).

     

    
      
        
        

      

      
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    (v) ”Stock
      Option” or “Option” means any option to purchase shares of Common Stock which is
      granted pursuant to the Plan.

     

    (w) 
      “Subsidiary” means any present or future “subsidiary corporation” of the
      Company, as such term is defined in Section 424(f) of the Code.

     

    (x) ”Vest”
      means to become exercisable or to otherwise obtain ownership rights in an
      award.

     

    Section
      2.  Administration.

     

    2.1. 
      Committee
      Membership. The
      Plan
      shall be administered by a Committee of the Board of at least two directors,
      all
      of whom are “outside
      directors” within the meaning of the regulations issued under Section 162(m) of
      the Code.
      Committee members shall serve for such term as the Board may in each case
      determine and shall be subject to removal at any time by the Board.


     

    2.2. 
      Powers
      of Committee. The
      Committee shall have full authority to award, pursuant to the terms of the
      Plan:
      (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock,
      and/or (iv) Other Stock-Based Awards. For purposes of illustration and not
      of
      limitation, the Committee shall have the authority (subject to the express
      provisions of this Plan):

     

    (a) to
      select the employees (other than Named Executive Officers), non-employee
      directors and consultants of the Company or any Subsidiary to whom Stock
      Options, Stock Appreciation Rights, Restricted Stock and/or Other Stock-Based
      Awards may from time to time be awarded hereunder.

     

    (b) to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any award granted hereunder (including, but not limited to, number of shares,
      share exercise price or types of consideration paid upon exercise of such
      options, such as other securities of the Company or other property, any
      restrictions or limitations, and any vesting, exchange, surrender, cancellation,
      acceleration, termination, exercise or forfeiture provisions, as the Committee
      shall determine);

     

    (c) to
      determine any specified performance goals or such other factors or criteria
      which need to be attained for the vesting of an award granted
      hereunder;

     

    (d) to
      determine the terms and conditions under which awards granted hereunder are
      to
      operate on a tandem basis and/or in conjunction with or apart from other equity
      awarded under this Plan and cash and non-cash awards made by the Company or
      any
      Subsidiary outside of this Plan; and

     

    (e) to
      make payments and distributions with respect to awards (i.e.,
      to
“settle” awards) through cash payments in an amount equal to the Repurchase
      Value.

     

    The
      Committee may not modify or amend any outstanding Option or Stock Appreciation
      Right to reduce the exercise price of such Option or Stock Appreciation Right,
      as applicable, below the exercise price as of the date of grant of such Option
      or Stock Appreciation Right. In addition, no Option or Stock Appreciation Right
      may be granted in exchange for, or in connection with, the cancellation or
      surrender of an Option or Stock Appreciation Right or other award having a
      higher exercise price. 

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary, the Committee shall not grant to any one Holder in
      any
      one calendar year awards for more than 50,000 shares in the
      aggregate.

     

    2.3. 
      Interpretation
      of Plan.

     

    (a) 
      Committee
      Authority. 
      Subject
      to Section 10, the Committee shall have the authority to adopt, alter and repeal
      such administrative rules, guidelines and practices governing the Plan as it
      shall from time to time deem advisable to interpret the terms and provisions
      of
      the Plan and any award issued under the Plan (and to determine the form and
      substance of all agreements relating thereto), and to otherwise supervise
      the administration of the Plan. Subject to Section 10, all decisions made by
      the
      Committee pursuant to the provisions of the Plan shall be made in the
      Committee’s sole discretion and shall be final and binding upon all persons,
      including the Company,
      its
      Subsidiaries and Holders.

     

    (b) 
      Incentive
      Stock Options. 
      Anything
      in the Plan to the contrary notwithstanding, no term or provision of the Plan
      relating to Incentive Stock Options (including but not limited to Stock
      Appreciation rights granted in conjunction with an Incentive Stock Option)
      or
      any Agreement providing for Incentive Stock Options shall be interpreted,
      amended or altered, nor shall any discretion or authority granted under the
      Plan
      be so exercised, so as to disqualify the Plan under Section
      422 of
      the Code or, without the consent of the Holder(s) affected, to disqualify any
      Incentive Stock Option under such Section 422.

     

    Section
      3.  Stock Subject to Plan.

     

    3.1. Number
      of Shares. Subject
      to the last sentence of Section 7.1, the total number of shares of Common Stock
      reserved and available for issuance under the Plan shall be 500,000 shares.
      Shares of Common Stock under the Plan (“Shares”) may consist, in whole or in
      part, of authorized and unissued shares or treasury shares. If any shares of
      Common Stock that have been granted pursuant to a Stock Option cease to be
      subject to a Stock Option, or if any shares of Common Stock that are subject
      to
      any Stock Appreciation Right, Restricted
      Stock award or Other Stock-Based Award granted hereunder are forfeited, or
      any
      such award otherwise terminates without a payment being made to the Holder
      in
      the form of Common Stock, such shares shall again be available for distribution
      in connection with future grants and awards under the Plan. If a Holder pays
      the
      exercise price of a Stock Option by surrendering any previously owned shares
      and/or arranges to have the appropriate number of shares otherwise issuable
      upon
      exercise withheld to cover the withholding tax liability associated with the
      Stock Option exercise, then, in the Committee’s discretion, the number of shares
      available under the Plan may be increased by the lesser of (i) the number of
      such surrendered shares and shares
      used to pay taxes; and (ii) the number of shares purchased under such Stock
      Option.

     

    3.2. 
      Adjustment
      Upon Changes in Capitalization, Etc. 
      In
      the
      event of any common stock dividend payable on shares of Common Stock, Common
      Stock split or reverse split, combination or exchange of shares of Common Stock,
      or other extraordinary or unusual event which results in a change in the shares
      of Common Stock of the Company as a whole, the Committee shall determine, in
      its
      sole
      discretion, whether such change equitably requires an adjustment in the terms
      of
      any award in order to prevent dilution or enlargement of the benefits available
      under the Plan (including number of shares subject to the award and the exercise
      price) or the aggregate number of shares reserved for issuance under the Plan.
      Any such adjustments
      will
      be made by the Committee, whose determination will be final, binding and
      conclusive.

     

    
      
        
        

      

      
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    Section
      4.  Eligibility.

     

    Awards
      may be made or granted to employees
      of the Company other than Named Executive Officers, non-employee directors
      and
      consultants who are deemed to have rendered or to be able to render significant
      services to the Company or its Subsidiaries and who are deemed to have
      contributed or to have the potential to contribute to the success of the Company
      and which recipients are qualified to receive options under the regulations
      governing Form S-8 registration statements under the Securities Act of 1933,
      as
      amended (“Securities Act”). No Incentive Stock Option shall be granted to any
      person who is not an employee of the
      Company or an employee of a Subsidiary at the time of grant or so qualified
      as
      set forth in the immediately preceding sentence. Notwithstanding the foregoing,
      an award may also be made or granted to a person in connection with his hiring
      or retention, or at any time on or after the date he reaches an agreement (oral
      or written) with the Company with respect to such hiring or retention, even
      though it may be prior to the date the person first performs services for the
      Company or its Subsidiaries; provided, however, that no portion of any such
      award shall vest prior to the date the person first performs such services
      and
      the date of grant shall be deemed to be the date hiring or retention
      commences.

     

     

    Section
      5.  Stock Options.

     

    5.1. Grant
      and Exercise. Stock
      Options granted under the Plan may be of two types: (i) Incentive Stock Options
      and (ii) Non-qualified Stock Options. Any Stock Option granted under the Plan
      shall contain such terms, not inconsistent with this Plan, or with respect
      to
      Incentive Stock Options, not inconsistent with the Plan and the Code, as the
      Committee may from time to time approve. The Committee shall have the authority
      to grant Incentive Stock Options or Non-qualified Stock Options, or
      both
      types of
      Stock Options which may be granted alone or in addition to other awards granted
      under the Plan. To the extent that any Stock Option intended to qualify as
      an
      Incentive Stock Option does not so qualify, it shall constitute a separate
      Non-qualified
      Stock
      Option.

     

    5.2. 
      Terms
      and Conditions. 
      Stock
      Options granted under the Plan shall be subject to the following terms and
      conditions:

     

    (a) 
      Option
      Term. 
      The
      term
      of each Stock Option shall be fixed by the Committee; provided, however, that
      an
      Incentive Stock Option may be granted only within the ten-year period commencing
      from the Effective Date and may only be exercised within ten years of the date
      of grant (or five years in the case of an Incentive Stock Option granted to
      an
      optionee who, at the time of grant,
      owns
      Common Stock possessing more than 10% of the total combined voting power of
      all
      classes of voting stock of the Company (“10% Stockholder”)).

     

    (b) 
      Exercise
      Price. 
      The
      exercise price per share of Common Stock purchasable under a Stock Option shall
      be determined by the Committee at the time of grant and may not be less than
      100% of the Fair Market Value on the date of grant (or, if greater, the par
      value of a share of Common Stock); provided, however, that the exercise price
      of
      an Incentive Stock Option granted to a 10% Stockholder will not be less than
      110% of the Fair Market Value on the date of grant.

     

    
      
        
        

      

      
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    (c) 
      Exercisability. 
      Stock
      Options shall be exercisable at such time or times and subject to such terms
      and
      conditions as shall be determined by the Committee. The Committee intends
      generally to provide that Stock Options be exercisable only in installments,
      i.e., that
      they
      vest over time, typically over a three-year period. The Committee may waive
      such
      installment exercise provisions at any time at or after the time of grant in
      whole or in part, based upon such factors as the Committee determines.
      Notwithstanding the foregoing, in the case of an Incentive Stock Option, the
      aggregate Fair Market Value (on the date of grant of the Option) with respect
      to
      which Incentive Stock Options become exercisable for the first time by a Holder
      during any calendar year (under all such plans of the Company and its Parent
      and
      Subsidiaries) shall not exceed $100,000.

     

    (d) 
      Method
      of Exercise. 
      Subject
      to whatever installment, exercise and waiting period provisions are applicable
      in a particular case, Stock Options may be exercised in whole or in part at
      any
      time during the term of the Option by giving written notice of exercise to
      the
      Company specifying the number of shares of Common Stock to be purchased. Such
      notice shall be accompanied by payment in full of the purchase price, which
      shall be in cash or, if provided in the Agreement, either in shares of Common
      Stock (including
      Restricted Stock and other contingent awards under this Plan) or partly in
      cash
      and partly in such Common Stock, or such other means which the Committee
      determines are consistent with the Plan’s purpose and applicable law. Cash
      payments shall be made by wire transfer, certified or bank check or personal
      check, in each case payable to the order of the Company; provided, however,
      that
      the Company shall not be required to deliver certificates for shares of Common
      Stock with respect to which an Option is exercised until the Company has
      confirmed the receipt of good and available funds in payment of the purchase
      price thereof (except that, in the case of an exercise arrangement approved
      by
      the Committee and described in the last sentence of this paragraph,
      payment
      may
      be made as soon as practicable after the exercise). The
      Committee may permit a Holder to elect to pay the Exercise Price upon the
      exercise of a Stock Option by irrevocably authorizing a third party to sell
      shares of Common Stock (or a sufficient portion
      of the
      shares) acquired upon exercise of the Stock Option and remit to the Company
      a
      sufficient portion of the sale proceeds to pay the entire Exercise Price and
      any
      tax withholding resulting from such exercise.

     

    (e) 
      Stock
      Payments. 
      Payments
      in the form of Common Stock shall be valued at the Fair Market Value on the
      date
      of exercise. Such payments shall be made by delivery of stock certificates
      in
      negotiable form that are effective to transfer good and valid title thereto
      to
      the Company, free of any liens or encumbrances. A Holder shall have none of
      the
      rights of a Stockholder with respect to the shares subject to the Option until
      such shares shall be transferred
      to the Holder upon the exercise of the Option. 

     

    (f) 
      Transferability. 
      Except
      as
      may be set forth in the next sentence of this Section or in the Agreement,
      no
      Stock Option shall be transferable by the Holder other than by will or by the
      laws of descent and distribution, and all Stock Options shall be exercisable,
      during the Holder’s lifetime, only
      by the
      Holder (or, to the extent of legal incapacity or incompetency, the Holder’s
      guardian or legal representative). Notwithstanding the foregoing, a Holder,
      with
      the approval of the Committee, may transfer a Non-Qualified Stock Option (i)
      (A)
      by gift, for no consideration, or (B) pursuant to a domestic relations order,
      in
      either case, to or for the benefit of the Holder’s “Immediate Family” (as
      defined below), or (ii) to an entity in which the Holder and/or members of
      Holder’s Immediate Family own more than fifty percent of the voting interest, in
      exchange for an interest in that entity, subject to such limits as the Committee
      may establish and the execution of such documents as the Committee may require,
      and the transferee shall remain subject to all the terms and conditions
      applicable to the Non-Qualified Stock Option prior to such transfer. The term
      “Immediate Family” shall mean any child, stepchild, grandchild, parent,
      stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
      sister-in-law, including adoptive relationships, any person sharing the Holder’s
      household (other than a tenant or employee), a trust in which these persons
      have
      more than fifty percent beneficial interest, and a foundation
      in which these persons (or the Holder) control the management of the assets.
      The
      Committee may, in its sole discretion, permit transfer of an Incentive Stock
      Option in a manner consistent with applicable tax and securities law upon the
      Holder’s request.

     

    
      
        
        

      

      
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    (g) Termination
      by Reason of Death. 
      If
      a
      Holder’s employment by, or association with, the Company or a Subsidiary
      terminates by reason of death, any Stock Option held by such Holder, unless
      otherwise determined by the Committee and set forth in the Agreement, shall
      thereupon automatically terminate, except that the portion of such Stock Option
      that has vested on the date of death may thereafter be exercised by the legal
      representative of the estate
      or
      by the legatee of the Holder under the will of the Holder, for a period of
      one
      year (or such other greater or lesser period as the Committee may specify in
      the
      Agreement) from the date of such death or until the expiration of the stated
      term of such
      Stock
      Option, whichever period is shorter.

     

    (h) Termination
      by Reason of Disability. If
      a
      Holder’s employment by, or association with, the Company or any Subsidiary
      terminates by reason of Disability, any Stock Option held by such Holder, unless
      otherwise determined by the Committee and set forth in the Agreement, shall
      thereupon automatically terminate, except that the portion of such Stock Option
      that has vested on the date of termination may thereafter be exercised by the
      Holder for a period of one year (or such other greater
      or
      lesser period as the Committee may specify in the Agreement) from the date
      of
      such termination or until the expiration of the stated term of such Stock
      Option, whichever period is shorter.

     

    (i) Termination
      by Reason of Normal Retirement. Subject
      to the provisions of Section 12.3, if such Holder’s employment by, or
      association with, the Company or any Subsidiary terminates due to Normal
      Retirement, any Stock Option held by such Holder, unless otherwise determined
      by
      the Committee and set forth in the Agreement, shall thereupon automatically
      terminate, except that the portion of such Stock Option that has vested on
      the
      date of termination may thereafter be exercised by the Holder for a period
      of
      one year (or such other greater or lesser period as the Committee may specify
      in
      the Agreement) from
      the
      date of such termination or until the expiration of the stated term of such
      Stock Option, whichever period is shorter.

     

    (j) Other
      Termination. Subject
      to the provisions of Section 12.3, if such Holder’s employment by, or
      association with, the Company or any Subsidiary terminates for any reason other
      than death, Disability or Normal Retirement, any Stock Option held by such
      Holder, unless otherwise determined by the Committee and set forth in the
      Agreement, shall thereupon automatically terminate, except that, if the Holder’s
      employment is terminated by the Company or a Subsidiary without cause, the
      portion of such Stock Option that has vested on the
      date
      of termination may thereafter be exercised by the Holder for a period of three
      months (or
      such
      other greater or lesser period as the Committee may specify in the
      Agreement)
      from the
      date of such termination or until the expiration of the stated term of such
      Stock Option, whichever period is shorter.

     

    
      
        
        

      

      
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    (k) 
      Buyout
      and Settlement Provisions. 
      The
      Committee may at any time, in its sole discretion, offer to repurchase a Stock
      Option previously granted, at a purchase price not to exceed the Repurchase
      Value and under such other terms and conditions as the Committee shall establish
      and communicate to the Holder at the time that such offer is made.

     

    Section
      6.  Stock Appreciation Rights.

     

    6.1. 
      Grant
      and Exercise. 
      Subject
      to the terms and conditions of the Plan, the Committee may grant Stock
      Appreciation Rights in tandem with an Option or alone and unrelated to an
      Option. The Committee may grant Stock Appreciation Rights to participants who
      have been or are being granted Stock Options under the Plan as a
      means of
      allowing such participants to exercise their Stock Options without the need
      to
      pay the exercise price in cash. In the case of a Non-qualified Stock Option,
      a
      Stock Appreciation Right may be granted either at or after the time of the
      grant
      of such
      Non-qualified Stock Option. In the case of an Incentive Stock Option, a Stock
      Appreciation Right may be granted only at the time of the grant of such
      Incentive Stock Option.

     

    6.2. 
      Terms
      and Conditions. 
      Stock
      Appreciation Rights shall be subject to the following terms and
      conditions:

     

    (a) 
      Exercisability. 
      Stock
      Appreciation Rights shall be exercisable as shall be determined by the Committee
      and set forth in the Agreement, subject to the limitations, if any, imposed
      by
      the Code with respect to related Incentive Stock Options.

     

    (b) 
      Termination. 
      A
      Stock
      Appreciation Right shall terminate and shall no longer be exercisable upon
      the
      termination or after the exercise of the related Stock Option.

     

    (c) 
      Method
      of Exercise. 
      Stock
      Appreciation Rights shall be exercisable upon such terms and conditions as
      shall
      be determined by the Committee and set forth in the Agreement and by
      surrendering the applicable portion of the related Stock Option. Upon such
      exercise and surrender, the Holder shall be entitled to receive a number of
      shares of
      Common
      Stock equal to the SAR Value divided by the Fair Market Value on the date the
      Stock Appreciation Right is exercised.

     

    (d) 
      Shares
      Affected Upon Plan. 
      The
      granting of a Stock Appreciation Right shall not affect the number of shares
      of
      Common Stock available for awards under the Plan. The number of shares available
      for awards under the Plan will, however, be reduced by the number of shares
      of
      Common Stock acquirable upon exercise of the Stock Option to which such Stock
      Appreciation Right relates.

     

    Section
      7.   Restricted Stock.

     

    7.1. 
      Grant. 
      Shares
      of
      Restricted Stock may be awarded either alone or in addition to other awards
      granted under the Plan. The Committee shall determine the eligible persons
      to
      whom, and the time or times at which, grants of Restricted Stock will be
      awarded, the number of shares to be awarded, the price (if any) to be paid
      by
      the Holder, the time or times within
      which
      such awards may be subject to forfeiture (“Restriction Period”), the vesting
      schedule and rights to acceleration thereof and all other terms and conditions
      of the awards. Notwithstanding anything to the contrary elsewhere in this Plan,
      for purposes of determining the number of Shares available for awards pursuant
      to Section 3.1, each share of Common Stock subject to a Restricted Stock award
      shall be deemed to be one Share. 

     

    
      
        
        

      

      
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    7.2. 
      Terms
      and Conditions. 
      Each
      Restricted Stock award shall be subject to the following terms and
      conditions:

     

    (a) Certificates. Restricted
      Stock, when issued, will be represented by a stock certificate or certificates
      registered in the name of the Holder to whom such Restricted Stock shall have
      been awarded. During the Restriction Period, certificates representing the
      Restricted Stock and any securities constituting Retained Distributions (as
      defined below) shall bear a legend to the effect that ownership of the
      Restricted Stock (and such Retained Distributions) and the enjoyment of all
      rights appurtenant thereto are subject to the restrictions, terms and conditions
      provided in the Plan and the Agreement. Such certificates shall be deposited
      by
      the Holder with the Company, together with stock powers or other instruments
      of
      assignment, each endorsed in blank, which will permit transfer to the Company
      of
      all or any portion of the Restricted Stock and any securities constituting
      Retained Distributions that shall be forfeited or that shall not become vested
      in accordance with the Plan and the Agreement.

     

    (b) Rights
      of Holder. Restricted
      Stock shall constitute issued and outstanding shares of Common Stock for all
      corporate purposes. The Holder will have the right to vote such Restricted
      Stock
      and to exercise all other rights, powers and privileges of a holder of Common
      Stock with respect to such Restricted Stock, with the exceptions
      that
      (i) the Holder will not be entitled to delivery of the stock certificate or
      certificates representing such Restricted Stock until the Restriction Period
      shall have expired and unless all other vesting requirements with respect
      thereto shall have been fulfilled; (ii) the Company will retain custody of
      the
      stock certificate or certificates representing the Restricted Stock during
      the
      Restriction Period; (iii) the Company will retain custody of all dividends
      and
      distributions (“Retained Distributions”) made, paid or declared with respect to
      the Restricted Stock (and such Retained Distributions will be subject to the
      same restrictions, terms and conditions as are applicable to the Restricted
      Stock) until such time, if ever, as the Restricted Stock with respect to which
      such Retained Distributions shall have been made, paid or declared shall have
      become vested and with respect to which the Restriction Period shall have
      expired; (iv) a breach of any of the restrictions, terms or conditions contained
      in this Plan or the Agreement or otherwise established by the Committee with
      respect to any Restricted Stock or Retained Distributions will
      cause
      a forfeiture of such Restricted Stock and any Retained Distributions with
      respect thereto.

     

    (c) 
      Vesting;
      Forfeiture. 
      Upon
      the
      expiration of the Restriction Period with respect to each award of Restricted
      Stock and the satisfaction of any other applicable restrictions, terms and
      conditions (i) all or part of such Restricted Stock shall become vested in
      accordance with the terms of the Agreement, and (ii) any Retained Distributions
      with respect to such Restricted Stock shall become
      vested to the extent that the Restricted Stock related thereto shall have become
      vested. Any such Restricted Stock and Retained Distributions that do not vest
      shall be forfeited to the Company and the Holder shall not thereafter
have
      any
      rights with respect to such Restricted Stock and Retained Distributions that
      shall have been so forfeited.

     

    Section
      8. Other
      Stock-Based Awards.

     

    Other
      Stock-Based Awards may be awarded, subject to limitations
      under applicable law, that are denominated or payable in, valued in whole or
      in
      part by reference to, or otherwise based on or related to, shares of Common
      Stock, as deemed by the Committee to be consistent with the purposes of the
      Plan, including, without limitation, purchase rights, shares of Common Stock
      awarded which are not subject to any restrictions or conditions, convertible
      or
      exchangeable debentures, or other rights convertible into shares of Common
      Stock
      and awards valued by reference to the value of securities of or the performance
      of specified Subsidiaries. These
      other stock-based awards may include performance shares or options, whose award
      is tied to specific performance criteria. Other Stock-Based Awards may be
      awarded either alone or
      in
      addition to or in tandem with any other awards under this Plan or any other
      plan
      of the Company. Each other Stock-Based Award shall be subject to such terms
      and
      conditions as may be determined by the Committee.

     

    
      
        
        

      

      
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    Section
      9. 
      Accelerated Vesting and Exercisability.

     

    9.1. 
      Non-Approved
      Transactions. 
      If
      any
      one person, or more than one person acting as a group, acquires the ownership
      of
      stock of the Company that, together with the stock held by such person or group,
      constitutes more than 50% of the total fair market value or combined voting
      power of the stock of the Company,
      and the
      Board does not authorize or otherwise approve such acquisition, then the vesting
      periods of any and all Stock Options and other awards granted and outstanding
      under the Plan shall be accelerated and all such Stock Options and awards will
      immediately and entirely vest, and the respective holders thereof will have
      the
      immediate right to purchase and/or receive any and all Common Stock subject
      to
      such Stock Options and awards on the terms set forth in this Plan and the
      respective Agreements respecting such Stock Options and awards. An
      increase in the percentage of stock owned by any one person, or persons acting
      as a group, as a result of a transaction in which the Company acquires its
      stock
      in exchange for property is not treated as an acquisition of stock for purposes
      of this Section 9.1.

     

    9.2. 
      Approved
      Transactions. 
      The
      Committee may, in the event of an acquisition by any one person, or more than
      one person acting as a group, together with acquisitions during the 12-month
      period ending on the date of the most recent acquisition by such person or
      persons, of assets from the Company that have a total gross fair market value
      equal to or more than 50% of the total gross fair market value of all of the
      assets of the Company immediately before such acquisition or acquisitions,
      or if
      any one person, or more than one person acting as a group, acquires the
      ownership of stock of the Company that, together with the stock held by such
      person or group, constitutes more than 50% of the total fair market value or
      combined voting power of the stock of the Company, which
      has
      been approved by the Company’s Board of Directors, (i) accelerate the vesting of
      any and all Stock Options and other awards granted and outstanding under the
      Plan, or (ii) require a Holder of any award granted under this Plan to
      relinquish such award to the Company upon the tender by the Company to Holder
      of
      cash in an amount equal to the Repurchase Value of such award. For
      this
      purpose, gross fair market value means the value of the assets of the Company,
      or the value of the assets being disposed of, determined without regard to
      any
      liabilities associated with such assets. 

     

    9.3. 
      Code
      Section 409A. 
      Notwithstanding
      any provisions of this Plan or any award granted hereunder to the contrary,
      no
      acceleration shall occur with respect to any award
      to
      the extent such acceleration would cause the Plan or an award granted hereunder
      to fail to comply with Code Section 409A.

     

    Section
      10. 
      Amendment and Termination.

     

    The
      Board
      may at any time, and from time to time, amend alter, suspend or discontinue
      any
      of the provisions of the Plan, but no amendment, alteration, suspension or
      discontinuance shall be made that
      would
      impair the rights of a Holder under any Agreement theretofore entered into
      hereunder, without the Holder’s consent, except as set forth in this
      Plan.

     

    
      
        
        

      

      
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    Section
      11. 
      Term of Plan.

     

    11.1. 
      Effective
      Date. 
      The
      Plan
      shall be effective as of August 26, 2008.

     

    11.2. 
      Termination
      Date. 
      Unless
      terminated by the Board, this Plan shall continue to remain effective until
      such
      time as no further awards may be granted and all awards granted
      under the Plan are no longer outstanding. Notwithstanding the foregoing, grants
      of Incentive Stock Options may be made only during the ten-year period beginning
      on the Effective Date.

     

    Section
      12. 
      General Provisions.

     

    12.1. 
      Written
      Agreements. 
      Each
      award
      granted
      under the Plan shall be confirmed by, and shall be subject to the terms of,
      the
      Agreement executed by the Company and the Holder, or such other document as
      may
      be determined by the Committee. The Committee may terminate any award made
      under
      the Plan if the Agreement relating thereto is not executed and returned to
      the
      Company within 10 days after the Agreement has been delivered to the Holder
      for
      his or her execution.

     

    12.2. Unfunded
      Status of Plan. The
      Plan
      is intended to constitute an “unfunded”
      plan for
      incentive and deferred compensation. With respect to any payments not yet made
      to a Holder by the Company, nothing contained herein shall give any such Holder
      any rights that are greater than those of a general creditor of the
      Company.

     

    12.3. 
      Employees.

     

    (a) Engaging
      in Competition With the Company; Solicitation of Customers and Employees;
      Disclosure of Confidential Information. If
      a
      Holder’s employment with the Company or a Subsidiary is terminated for any
      reason whatsoever, and within 12 months after
      the
      date thereof such Holder either (i) accepts employment with any competitor
      of,
      or otherwise engages in competition with, the Company or any of its
      Subsidiaries, (ii) solicits any customers or employees of the Company or any
      of
      its Subsidiaries to do business with or render services to the Holder or any
      business with which the Holder becomes affiliated or to which the Holder renders
      services or (iii) uses or discloses to anyone outside the Company any
      confidential information or material of the Company or any of its Subsidiaries
      in violation of the Company’s policies or any agreement between the Holder and
      the Company or any of its Subsidiaries, the Committee, in its sole discretion,
      may require such Holder to return to the Company the economic value of any
      award
      that was realized or obtained by such Holder at any time during the period
      beginning on the date that is six months prior to the date such Holder’s
      employment with the Company is terminated. In such event, Holder agrees to
      remit
      to the Company, in cash, an amount equal to the difference between the Fair
      Market Value of the Shares on the date of termination (or the sales price of
      such Shares if the Shares were sold during such six month period) and the price
      the Holder paid the Company for such Shares.

     

    (b) Termination
      for Cause. If
      a
      Holder’s employment with the Company or a Subsidiary is terminated for cause,
      the Committee may, in its sole discretion,
      require such Holder to return to the Company the economic value of any award
      that was realized or obtained by such Holder at any time during the period
      beginning on that date that is six months prior to the date such Holder’s
      employment with the Company is terminated. In such event, Holder agrees to
      remit
      to the Company, in cash, an amount equal to the difference between the Fair
      Market Value of the Shares on the date of termination (or the sales price of
      such Shares if the Shares were sold during such six month period) and the price
      the Holder paid the Company for such Shares.

     

    
      
        
        

      

      
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    (c) 
      No
      Right of Employment. 
      Nothing
      contained in the Plan or in any award hereunder shall be deemed to confer upon
      any Holder who is an employee of the Company or
      any
      Subsidiary any right to continued employment with the Company or any Subsidiary,
      nor shall it interfere in any way with the right of the Company or any
      Subsidiary to terminate the employment of any Holder who is an employee at
      any
      time.

     

    12.4. 
      Investment
      Representations; Company Policy. 
      The
      Committee may require each person acquiring shares of Common Stock pursuant
      to a
      Stock Option or other award under the Plan to represent to and agree with the
      Company in writing that the Holder is acquiring the shares
      for
      investment without a view to distribution thereof. Each person acquiring shares
      of Common Stock pursuant to a Stock Option or other award under the Plan shall
      be required to abide by all policies of the Company in effect at the time of
      such acquisition and thereafter with respect to the ownership and trading of
      the
      Company’s securities.

     

    12.5. 
      Additional
      Incentive Arrangements. 
      Nothing
      contained in the Plan shall prevent the Board from adopting such other or
      additional incentive arrangements as it may
      deem
      desirable, including, but not limited to, the granting of Stock Options and
      the
      awarding of Common Stock and cash otherwise than under the Plan; and such
      arrangements may be either generally applicable or applicable only in specific
      cases.

     

    12.6. 
      Withholding
      Taxes. 
      Not
      later
      than the date as of which an amount must first be included in the gross income
      of the Holder for Federal income tax purposes with respect to any Stock Option
      or other award under the Plan, the Holder shall pay to the Company, or
      make
      arrangements satisfactory to the Committee regarding the payment of, any
      Federal, state and local taxes of any kind required by law to be withheld or
      paid with respect to such amount. If permitted by the Committee, tax withholding
      or payment obligations may be settled with Common Stock, including Common Stock
      that is part of the award that gives rise to the withholding requirement. The
      obligations of the Company under the Plan shall be conditioned upon such payment
      or arrangements and the Company or the Holder’s employer (if not the Company)
      shall, to the extent permitted by law, have the right to deduct any such taxes
      from any payment of any kind otherwise due to the Holder from the Company or
      any
      Subsidiary.

     

    12.7. 
      Governing
      Law. 
      The
      Plan
      and all awards made
      and
      actions taken thereunder shall be governed by and construed in accordance with
      the law of the State of Florida (without regard to choice of law
      provisions).

     

    12.8. 
      Other
      Benefit Plans. 
      Any
      award
      granted under the Plan shall not be deemed compensation
      for
      purposes of computing benefits under any retirement plan of the Company or
      any
      Subsidiary and shall not affect any benefits under any other benefit plan now
      or
      subsequently in effect under which the availability or amount of benefits is
      related to the level of compensation (unless required by specific reference
      in
      any such other plan to awards under this Plan).

     

    12.9. 
      Non-Transferability. 
      Except
      as
      otherwise expressly provided in the Plan or the Agreement, no right or benefit
      under the Plan may be alienated,
      sold, assigned, hypothecated, pledged, exchanged, transferred, encumbranced
      or
      charged, and any attempt to alienate, sell, assign, hypothecate, pledge,
      exchange, transfer, encumber or charge the same shall be void.

     

    
      
        
        

      

      
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    12.10. 
      Applicable
      Laws. 
      The
      obligations
      of the Company with respect to all Stock Options and awards under the Plan
      shall
      be subject to (i) all applicable laws, rules and regulations and such approvals
      by any governmental agencies as may be required, including, without limitation,
      the Securities Act, and (ii) the rules and regulations of any securities
      exchange on which the Common Stock may be listed.

     

    12.11. 
      Conflicts. 
      If
      any of
      the terms or provisions of the Plan or an Agreement conflict with the
      requirements of Section 422 of the Code, then such terms or provisions shall
      be
      deemed inoperative to the extent they so conflict with such requirements.
      Additionally, if this Plan or any Agreement does not contain any provision
      required to be included herein under Section 422 of the Code, such provision
      shall be deemed to be incorporated herein and therein with the same force and
      effect as if such provision had been set out at length herein and therein.
      If
      any of the terms or provisions of any Agreement conflict with any terms or
      provisions of the Plan, then such terms or provisions shall be deemed
      inoperative to the extent they so conflict with the requirements of the Plan.
      Additionally, if any Agreement does not contain any provision required to be
      included therein under the Plan, such provision shall be deemed to be
      incorporated therein with the same force and effect as if such provision had
      been set out at length therein.

     

    12.12. 
      Certain
      Awards Deferring or Accelerating the Receipt of Compensation. 
      To
      the
      extent applicable, all awards granted, and all Agreements entered into, under
      the Plan are intended to comply with Section 409A of the Code, which was added
      by the American Jobs Creation Act of 2004 and relates to deferred compensation
      under nonqualified
      deferred compensation plans. The Committee, in administering the Plan, intends,
      and the parties entering into any Agreement intend, to restrict provisions
      of
      any awards that may constitute deferred receipt of compensation subject to
      Code
      Section 409A requirements to those consistent with this Section. The Board
      may
      amend the Plan to comply with Code Section 409A in the future.

     

    12.13. 
      Non-Registered
      Stock. 
      The
      shares of Common Stock to be distributed under this Plan have not been, as
      of
      the Effective Date,
      registered under the Securities Act or any applicable state or foreign
      securities laws and the Company has no obligation to any Holder to register
      the
      Common Stock or to assist the Holder in obtaining an exemption from the various
      registration requirements, or to list the Common Stock on a national securities
      exchange or any other trading or quotation system, including the Nasdaq
      Stock Market.

     

    
      
        
        

      

      
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