Exhibit 10.15


 


2005 STOCK OPTION PLAN


OF


NEFF CORP.


 


Neff Corp., a Delaware corporation (the “Company”),
hereby adopts this 2005 Stock Option Plan of Neff Corp. The purposes of the
2005 Plan are as follows:


 


(1)           To further the growth,
development and financial success of the Company and its Subsidiaries (as
defined herein), by providing additional incentives to Employees, Consultants
and Independent Directors (as such terms are defined below) of the Company and
its Subsidiaries who have been or will be given responsibility for the
management or administration of the Company’s (or one of its Subsidiaries’)
business affairs, by assisting them to become owners of Common Stock (as
defined herein), thereby benefiting directly from the growth, development and
financial success of the Company and its Subsidiaries.


 


(2)           To enable the Company
(and its Subsidiaries) to obtain and retain the services of the type of
professional, technical and managerial Employees, Consultants and Independent
Directors considered essential to the long-range success of the Company (and
its Subsidiaries) by providing and offering them an opportunity to become
owners of Common Stock under Options (as defined herein), including, in the
case of certain Employees, Options that are intended to qualify as “incentive
stock options” under Section 422 of the Code (as defined herein).


 


ARTICLE I.


DEFINITIONS


 


Whenever the following terms are used in the
2005 Plan, they shall have the meaning specified below unless the context
clearly indicates to the contrary. The singular pronoun shall include the
plural where the context so indicates.


 


Section
1.1             “2005 Plan” shall mean this
2005 Stock Option Plan of Neff Corp., as amended from time to time.


 


Section
1.2             “Affiliate” shall mean, with
respect to any Person, any other Person directly or indirectly controlling,
controlled by, or under common control with, such Person where “control” shall
have the meaning given such term under Rule 405 of the Securities Act.


 


Section
1.3             “Board” shall mean the Board
of Directors of the Company.


 


Section
1.4             “Code” shall mean the
Internal Revenue Code of 1986, as amended.


 


Section
1.5             “Committee” shall mean the
Committee appointed as provided in Section 6.1.


 


Section
1.6             “Common Stock” shall mean the
common stock, par value $0.01 per share, of the Company.


 


Section
1.7             “Company” shall mean Neff
Corp., a Delaware corporation. In addition, “Company” shall mean any
corporation assuming, or issuing new employee stock options in 


 

















 


substitution for, Incentive Stock Options
outstanding under the 2005 Plan in a transaction to which Section 424(a) of the
Code applies.


 


Section
1.8             “Consultant” shall mean any
consultant or adviser if: (a) the consultant or adviser renders bona fide services to the Company or a
Subsidiary; (b) the services rendered by the consultant or adviser are not in
connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for
the Company’s securities; and (c) the consultant or adviser is a natural person
who has contracted directly with the Company or a Subsidiary to render such
services.


 


Section
1.9             “Corporate Event” shall mean,
as determined by the Committee (or by the Board, in the case of Options granted
to Independent Directors) in its sole discretion, any transaction or event
described in Section 7.1(a) or any unusual or nonrecurring transaction or event
affecting the Company, any Affiliate of the Company, or the financial
statements of the Company or any Affiliate of the Company, or any change in
applicable laws, regulations, or accounting principles.


 


Section
1.10           “Director” shall mean a
member of the Board.


 


Section
1.11           “Eligible Representative” for
an Optionee shall mean such Optionee’s personal representative or such other
person as is empowered under the deceased Optionee’s will or the then
applicable laws of descent and distribution to represent the Optionee
hereunder.


 


Section
1.12           “Employee” shall mean, with
respect to any entity, any employee of such entity (as defined in accordance
with the regulations and revenue rulings then applicable under Section 3401(c)
of the Code).


 


Section
1.13           “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


Section
1.14           “Fair Market Value” of a
share of Common Stock as of a given date shall be:


 


(a)           The
average of the closing prices of a share of Common Stock on the principal
exchange on which such shares are then trading, if any (or as reported on any
composite index which includes such principal exchange), for the period of ten
consecutive trading days ending on the most recent trading day prior to such determination
date; or


 


(b)           If
Common Stock is not traded on an exchange, the average of the mean between the
closing representative bid and asked prices for a share of Common Stock for the
period of ten consecutive trading days ending on the most recent trading day prior
to such determination date as reported by Nasdaq or, if Nasdaq is not then in
existence, by its successor quotation system; or


 


(c)           If
Common Stock is not publicly traded on an exchange and not quoted on Nasdaq or
a successor quotation system, the fair market value of a share of Common Stock
as determined in good faith by the Board in its sole discretion, with reference
to the most recent valuation of the Common Stock requested by the Board and
performed by an independent 


 


2

















 


valuation consultant or appraiser of
nationally recognized standing (which may be the Company’s independent
accounting firm) selected by the Board in consultation with the Company’s Chief
Executive Officer and with such adjustment to the appraisal by said independent
valuation consultant or appraiser to such given date as the Board, acting in
good faith, in its sole discretion deems appropriate.


 


Section
1.15           “Incentive Stock Option”
shall mean an Option that conforms to the applicable provisions of Section 422
of the Code and that is designated as an Incentive Stock Option by the
Committee.


 


Section
1.16           “Independent Director” shall
mean a member of the Board who is not an Employee of the Company or any of its
Subsidiaries.


 


Section 1.17           “Initial Public Offering”
shall mean the first issuance by the Company of any class of common equity
securities that is required to be registered (other than on a Form S-8) under
Section 12 of the Exchange Act.


 


Section
1.18           “Non-Qualified Stock Option”
shall mean an Option which is not an “incentive stock option” within the
meaning of Section 422 of the Code.


 


Section
1.19           “Officer” shall mean an
officer of the Company, as defined in Rule 16a-l(f) under the Exchange Act, as
such Rule may be amended from time to time.


 


Section
1.20           “Option” shall mean an option
granted under the 2005 Plan to purchase Common Stock. Subject to Section 3.2,
an Option shall, as determined by the Committee, be either an Incentive Stock
Option or a Non-Qualified Stock Option.


 


Section
1.21           “Optionee” shall mean an
Employee, Consultant or Independent Director to whom an Option is granted under
the 2005 Plan.


 


Section
1.22           “Person” shall mean an
individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.


 


Section
1.23           “Rule 16b-3” shall mean that
certain Rule 16b-3 promulgated under the Exchange Act, as such Rule may be
amended from time to time.


 


Section
1.24           “Securities Act” shall mean
the Securities Act of 1933, as amended.


 


Section
1.25           “Stock Option Agreement”
shall have the meaning set forth in Section 4.1.


 


Section
1.26           “Stockholders Agreement”
shall mean an agreement by and between the Optionee and the Company which
contains certain restrictions and limitations applicable to the shares of
Common Stock acquired upon Option exercise (and/or to other shares of Common
Stock, if any, held by the Optionee during the term of such agreement), the
terms of which shall be determined by the Board in its discretion.


 


3

















 


Section
1.27           “Subsidiary” of any entity
shall mean any corporation in an unbroken chain of corporations beginning with
such entity if each of the corporations other than the last corporation in the
unbroken chain then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.


 


Section
1.28           “Termination of Consultancy”
shall mean the time when the engagement of an Optionee as a Consultant to the
Company or a Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, by resignation, discharge, death or
retirement, but excluding a termination where there is a simultaneous
commencement of employment with the Company or any Subsidiary. The Committee,
in its sole discretion, shall determine the effect of all matters and questions
relating to Termination of Consultancy.


 


Section
1.29           “Termination of Directorship”
shall mean the time when an Optionee who is an Independent Director ceases to
be a Director for any reason, including but not by way of limitation, a
termination by resignation, failure to be elected or appointed, death or
retirement. The Board, in its sole discretion, shall determine the effect of
all matters and questions relating to Termination of Directorship.


 


Section
1.30           “Termination of Employment”
shall mean the time when the employee-employer relationship between an Optionee
and the Company (or one of its Subsidiaries) is terminated for any reason, with
or without cause, including, but not by way of limitation, a termination by
resignation, discharge, death or retirement, but excluding a termination where
there is a simultaneous reemployment by the Company (or one of its
Subsidiaries). The Committee shall determine the effect of all matters and
questions relating to Termination of Employment, including, but not by way of
limitation, the question of whether a Termination of Employment resulted from a
discharge for good cause, and all questions of whether a particular leave of
absence constitutes a Termination of Employment; provided, however, that, with respect to Incentive Stock
Options, a leave of absence shall constitute a Termination of Employment if,
and to the extent that, such leave of absence interrupts employment for the
purposes of Section 422(a)(2) of the Code and the then applicable regulations
and revenue rulings under Section 422(a)(2) of the Code.


 


ARTICLE II.


SHARES SUBJECT TO PLAN


 


Section
2.1             Shares Subject to Plan. The shares of stock subject to
Options shall be shares of Common Stock. Subject to Section 7.1, the aggregate
number of such shares which may be issued upon exercise of Options shall not
exceed 1,433,000 shares of Common Stock.


 


Section
2.2             Unexercised Options. If any Option (or portion thereof)
expires or is canceled without having been fully exercised, the number of
shares of Common Stock subject to such Option (or portion thereof) but as to
which such Option was not exercised prior to its expiration or cancellation may
again be optioned hereunder, subject to the limitations of Section 2.1.


 


4

















 


ARTICLE III.


GRANTING OF OPTIONS


 


Section
3.1             Eligibility. Subject to Section 3.2, any (a)
Employee of the Company or one of its Subsidiaries; (b) Consultant; or (c)
Independent Director shall be eligible to be granted Options.


 


Section
3.2             Qualification of Incentive Stock
Options. Notwithstanding
Section 3.1, no Incentive Stock Option shall be granted to any person who is
not an Employee of the Company or one of its Subsidiaries.


 


Section
3.3             Granting of Options to Employees and
Consultants


 


(a)           The Committee shall from time to time:


 


(i)            Select from among the Employees and Consultants of the
Company and any of its Subsidiaries (including those to whom Options have been
previously granted under the 2005 Plan) such of them as in its opinion should
be granted Options;


 


(ii)           Determine the number of shares of Common Stock to be
subject to such Options granted to such Employees and Consultants and, subject
to Section 3.2, determine whether such Options are to be Incentive Stock
Options or Non-Qualified Stock Options; and


 


(iii)          Determine the terms and conditions of such Options,
consistent with the 2005 Plan.


 


(b)           Upon the selection of an Employee or Consultant of the
Company or any of its Subsidiaries to be granted an Option pursuant to Section
3.3(a), the Committee shall instruct the corporate secretary or another
authorized Officer of the Company to issue such Option and may impose such
conditions on the grant of such Option as it deems appropriate. Without
limiting the generality of the preceding sentence, the Committee may require as
a condition to the grant of an Option to such an Employee or Consultant that
such Employee or Consultant surrender for cancellation some or all of the
unexercised Options which have been previously granted to him or her. An Option
the grant of which is conditioned upon such surrender may have an Option price
lower (or higher) than the Option price of the surrendered Option, may cover
the same (or a lesser or greater) number of shares as the surrendered Option,
may contain such other terms as the Committee deems appropriate and shall be
exercisable in accordance with its terms, without regard to the number of
shares, price, period of exercisability or any other term or condition of the
surrendered Option.


 


Section
3.4             Granting of Option to Independent
Directors


 


(a)           The Board shall from time to time:


 


(i)            Select from among the Independent Directors (including
those to whom Options have previously been granted under the 2005 Plan) such of
them as in its opinion should be granted Options;


 


5

















 


(ii)           Determine the number of shares of Common Stock to be
subject to such Options granted to such selected Independent Directors; and


 


(iii)          Determine the terms and conditions of such Options,
consistent with the 2005 Plan; provided,
however, that all Options granted to Independent Directors shall be
Non-Qualified Stock Options.


 


(b)           Upon the selection of an Independent Director to be
granted an Option pursuant to Section 3.4(a), the Board shall instruct the
corporate secretary or another authorized Officer of the Company to issue such
Option and may impose such conditions on the grant of such Option as it deems
appropriate. Without limiting the generality of the preceding sentence, the
Board may require as a condition to the grant of an Option to an Independent
Director that the Independent Director surrender for cancellation some or all
of the unexercised Options which have been previously granted to him or her. An
Option the grant of which is conditioned upon such surrender may have an Option
price lower (or higher) than the Option price of the surrendered Option, may
cover the same (or a lesser or greater) number of shares as the surrendered
Option, may contain such other terms as the Board deems appropriate and shall
be exercisable in accordance with its terms, without regard to the number of
shares, price, period of exercisability or any other term or condition of the surrendered
Option.


 


ARTICLE IV.


TERMS OF OPTIONS


 


Section
4.1             Stock Option Agreement. Each Option shall be evidenced by
a written Stock Option Agreement, which shall be executed by the Optionee and
an authorized Officer of the Company and which shall contain such terms and
conditions as the Committee (or the Board, in the case of Options granted to
Independent Directors) shall determine, consistent with the 2005 Plan. Stock
Option Agreements evidencing Incentive Stock Options shall contain such terms
and conditions as may be necessary to qualify such Options as “incentive stock
options” within the meaning of Section 422 of the Code.


 


Section
4.2             Exercisability of Options


 


(a)           Each Option shall become exercisable according to the
terms of the applicable Stock Option Agreement; provided, however, that by a resolution adopted after an
Option is granted the Committee (or the Board, in the case of Options granted
to Independent Directors) may, on such terms and conditions as it may determine
to be appropriate, accelerate the time at which such Option or any portion
thereof may be exercised.


 


(b)           Except as otherwise provided in the applicable Stock
Option Agreement, no portion of an Option which is unexercisable at Termination
of Employment, Termination of Consultancy or Termination of Directorship, as
applicable, shall thereafter become exercisable.


 


(c)           To the extent that the aggregate Fair Market Value of
stock with respect to which “incentive stock options” (within the meaning of
Section 422 of the Code, but without regard to Section 422(d) of the Code) are
exercisable for the first time by an Optionee during any calendar year (under
the 2005 Plan and all other incentive stock option plans of the Company or any
Subsidiary thereof) exceeds $100,000, such options shall be treated and taxable
as


 


6

















 


Non-Qualified Stock Options. The rule set
forth in the preceding sentence shall be applied by taking options into account
in the order in which they were granted, and the stock issued upon exercise of
options shall designate whether such stock was acquired upon exercise of an
Incentive Stock Option. For purposes of these rules, the Fair Market Value of
stock shall be determined as of the date of grant of the Option granted with respect
to such stock.


 


Section
4.3             Option Price The price of the shares subject to
each Option shall be set by the Committee (or the Board, in the case of Options
granted to Independent Directors); provided,
however, that the price per share shall be not less than 100% of the
Fair Market Value of such shares on the date such Option is granted; and provided, further, that in the case of an
Incentive Stock Option granted to an individual then owning (within the meaning
of Section 424(d) of the Code) more than 10% of the total combined voting power
of all classes of stock of the Company, the price per share shall not be less
than 110% of the Fair Market Value of such shares on the date such Incentive
Stock Option is granted.


 


Section
4.4             Expiration of Options. No Option may be exercised to any
extent by anyone after the first to occur of the following events:


 


(a)           The expiration of ten years from the date the Option
was granted; or


 


(b)           With respect to an Incentive Stock Option in the case
of an Optionee owning (within the meaning of Section 424(d) of the Code), at
the time the Incentive Stock Option was granted, more than 10% of the total
combined voting power of all classes of stock of the Company or any Subsidiary,
the expiration of five years from the date the Incentive Stock Option was
granted.


 


Section
4.5             At-Will Employment. Nothing in the 2005 Plan or in any
Stock Option Agreement hereunder shall confer upon any Optionee any right to
continue in the employ of, or as a Consultant for, the Company or any Subsidiary,
or shall interfere with or restrict in any way the rights of the Company and
any Subsidiary, which are hereby expressly reserved, to discharge any Optionee
at any time for any reason whatsoever, with or without cause, except to the
extent expressly provided otherwise in a written agreement between the Optionee
and the Company or any Subsidiary.


 


ARTICLE V.


EXERCISE OF OPTIONS


 


Section
5.1             Person Eligible to Exercise. During the lifetime of the
Optionee, only he or she may exercise an Option (or any portion thereof); provided, however, that the Optionee’s
Eligible Representative may exercise such Optionee’s Option during the period
of his or her disability (as defined in Section 22(e)(3) of the Code)
notwithstanding that an Option so exercised may not qualify as an Incentive
Stock Option. After the death of the Optionee, any exercisable portion of an
Option may, prior to the time when such portion becomes unexercisable under the
2005 Plan or the applicable Stock Option Agreement, be exercised by his or her
Eligible Representative.


 


Section
5.2             Partial Exercise. At any time and from time to time
prior to the time when the Option becomes unexercisable under the 2005 Plan or
the applicable Stock Option 


 


7

















 


Agreement, the exercisable portion of an
Option may be exercised in whole or in part; provided,
however, that the Company shall not be required to issue fractional
shares and the Committee (or the Board, in the case of Options granted to
Independent Directors) may, by the terms of the Option, require any partial
exercise to exceed a specified minimum number of shares.


 


Section
5.3             Manner of Exercise. An exercisable Option, or any
exercisable portion thereof, may be exercised solely by delivery to the corporate
secretary of all of the following prior to the time when such Option or such
portion becomes unexercisable under the 2005 Plan or the applicable Stock
Option Agreement:


 


(a)           Notice in writing signed by the Optionee or his or her
Eligible Representative, stating that such Option or portion is exercised, and
specifically stating the number of shares with respect to which the Option is
being exercised;


 


(b)           A copy of the Stockholders Agreement signed by the
Optionee or Eligible Representative, as applicable;


 


(c)           Full payment for the shares with respect to which such
Option or portion is thereby exercised:


 


(i)            In cash or by personal, certified, or bank cashier
check; or


 


(ii)           With the consent of the Committee (or the Board, in
the case of Options to Independent Directors), (A) shares of Common Stock which
have been owned by the Optionee for at least six months duly endorsed for
transfer to the Company with a Fair Market Value on the date of delivery equal
to the aggregate exercise price of the Option or exercised portion thereof; (B)
except with respect to Incentive Stock Options, shares of the Common Stock
issuable to the Optionee upon the exercise of the Option, with a Fair Market
Value on the date of Option exercise equal to the aggregate Option price of the
shares with respect to which such Option or portion is thereby exercised; (C) following
an Initial Public Offering, delivery of a notice that the Optionee has placed a
market sell order with a broker with respect to shares of Common Stock then
issuable upon exercise of the Option, and that the broker has been directed to
pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price; or (D) any combination of the
consideration listed in this subsection (c);


 


(d)           The payment to the Company (in cash or by personal,
certified or bank cashier check or by any other means of payment approved by
the Committee) of all amounts necessary to satisfy any and all federal, state
and local tax withholding requirements arising in connection with the exercise
of the Option;


 


(e)           Such representations and documents as the Committee
(or the Board, in the case of Options granted to Independent Directors) deems
necessary or advisable to effect compliance with all applicable provisions of
the Securities Act, Exchange Act and any other federal or state securities laws
or regulations. The Committee (or the Board, in the case of Options granted to
Independent Directors) may, in its sole discretion, also take whatever
additional actions it deems appropriate to effect such compliance including,
without limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars; and


 


8

















 


(f)            In the event that the Option or portion thereof shall
be exercised pursuant to Section 5.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option or portion thereof.


 


Section
5.4             Conditions to Issuance of Stock
Certificates.
The shares of stock issuable and deliverable upon the exercise of an Option, or
any portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. A certificate of
shares will be delivered to the Optionee at the Company’s principal place of
business within thirty days of receipt by the Company of the written notice and
payment, unless an earlier date is agreed upon. Notwithstanding the above, the
Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following conditions:


 


(a)           The admission of such shares to listing on any and all
stock exchanges on which such class of stock is then listed;


 


(b)           The execution by the Optionee and delivery to the
Company of the Stockholders Agreement;


 


(c)           The completion of any registration or other
qualification of such shares under any state or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee (or the Board, in the case of
Options granted to Independent Directors) shall, in its sole discretion, deem
necessary or advisable;


 


(d)           The obtaining of any approval or other clearance from
any state or federal governmental agency which the Committee (or the Board, in
the case of Options granted to Independent Directors) shall, in its sole
discretion, determine to be necessary or advisable; and


 


(e)           The payment to the Company of all amounts which it is
required to withhold under federal, state or local law in connection with the
exercise of the Option.


 


Section
5.5             Rights as Stockholders. The holder of an Option shall not
be, nor have any of the rights or privileges of, a stockholder of the Company
in respect of any shares purchasable upon the exercise of any part of an Option
unless and until such holder has signed the Stockholders Agreement and
certificates representing such shares have been issued by the Company to such
holder.


 


Section 5.6             Transfer
Restrictions. Shares acquired upon exercise of an Option shall be subject
to the terms and conditions of a Stockholders Agreement. In addition, the
Committee (or the Board, in the case of Options granted to Independent
Directors), in its sole discretion, may impose further restrictions on the
transferability of the shares purchasable upon the exercise of an Option as it
deems appropriate. Any such restriction shall be set forth in the respective
Stock Option Agreement and may be referred to on the certificates evidencing
such shares. The Committee may require an Employee to give the Company prompt
notice of any disposition of shares of stock, acquired by exercise of an
Incentive Stock Option, within two years from the date of granting such Option
or one year after the transfer of such shares to such Employee. The 


 


9

















 


Committee may direct that the certificates
evidencing shares acquired by exercise of an Incentive Stock Option refer to
such requirement.


 


ARTICLE VI.


ADMINISTRATION


 


Section
6.1             Committee. Prior to an Initial Public
Offering, the Committee shall be the Compensation Committee of the Board. Following
an Initial Public Offering, if any, the full Board shall administer the 2005
Plan unless and until there is appointed a Compensation Committee (or another
committee or a subcommittee of the Board assuming the functions of the
Committee under the 2005 Plan) that shall consist solely of two or more
Independent Directors appointed by and holding office at the pleasure of the
Board, each of whom is both a “non-employee director” as defined by Rule 16b-3
and an “outside director” for purposes of Section 162(m) of the Code. Appointment
of Committee members shall be effective upon acceptance of appointment. Committee
members may resign at any time by delivering written notice to the Board. Vacancies
in the Committee may be filled by the Board in its sole discretion. Any action
required or permitted to be taken by the Committee hereunder or under any Stock
Option Agreement may be taken by the Board.


 


Section
6.2             Delegation of Authority. The Committee may, but need not,
from time to time delegate some or all of its authority to grant Options under
the 2005 Plan to a committee or subcommittee consisting of one or more members
of the Committee or of one or more Officers of the Company; provided, however, that the Committee may not delegate its
authority to grant Options to individuals (a) who are subject on the date of
the grant to the reporting rules under Section 16(a) of the Exchange Act, (b)
whose compensation the Committee determines is, or may become, subject to the
deduction limitations set forth in Section 162(m) of the Code or (c) who are
Officers of the Company who are delegated authority by the Committee hereunder.
Any delegation hereunder shall be subject to the restrictions and limits that
the Committee specifies at the time of such delegation, and the Committee may
at any time rescind the authority so delegated or appoint a new delegatee. At
all times, the delegatee appointed under this Section 6.2 shall serve in such
capacity at the pleasure of the Committee.


 


Section
6.3             Duties and Powers of the Committee. It shall be the duty of the
Committee to conduct the general administration of the 2005 Plan in accordance
with its provisions. The Committee shall have the power to interpret the 2005
Plan and the Options and to adopt such rules for the administration,
interpretation and application of the 2005 Plan as are consistent therewith and
to interpret, amend or revoke any such rules. Notwithstanding the foregoing,
the full Board, acting by a majority of its members in office, shall conduct
the general administration of the 2005 Plan with respect to Options granted to
Independent Directors. Any such interpretations and rules in regard to
Incentive Stock Options shall be consistent with the terms and conditions
applicable to “incentive stock options” within the meaning of Section 422 of
the Code. All determinations and decisions made by the Committee under any
provision of the 2005 Plan or of any Option granted thereunder shall be final,
conclusive and binding on all persons.


 


Section
6.4             Compensation, Professional
Assistance, Good Faith Actions. The members of the Committee shall receive such
compensation, if any, for their services hereunder 


 


10

















 


as may be determined by the Board. All
expenses and liabilities incurred by the members of the Committee or the Board
in connection with the administration of the 2005 Plan shall be borne by the
Company. The Committee or the Board may employ attorneys, consultants,
accountants, appraisers, brokers or other persons. The Committee, the Company
and its Officers and Directors shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee and the Board in good
faith shall be final and binding upon all Optionees, the Company and all other
interested persons. No member of the Board shall be personally liable for any
action, determination or interpretation made in good faith with respect to the 2005
Plan or the Options, and all members of the Board shall be fully protected by
the Company in respect to any such action, determination or interpretation.


 


ARTICLE VII.


OTHER PROVISIONS


 


Section
7.1             Changes in Common Stock; Disposition
of Assets and Corporate Events


 


(a)           Subject to Section 7.1(d), in the event that the
Committee (or the Board, in the case of Options granted to Independent
Directors) reasonably determines that any dividend or other distribution
(whether in the form of cash, Common Stock, other securities, or other
property), recapitalization, reclassification, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or
exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event, in the Committee’s
reasonable discretion (or in the case of Options granted to Independent
Directors, the Board’s sole discretion), affects the Common Stock such that an
adjustment is determined by the Committee (or the Board, in the case of Options
granted to Independent Directors) to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the 2005 Plan or with respect to an Option, then the
Committee (or the Board, in the case of Options granted to Independent
Directors) shall, in such manner as it may deem equitable, adjust any or all
of:


 


(i)            The number and kind of shares of Common Stock (or
other securities or property) with respect to which Options may be granted
under the 2005 Plan (including, but not limited to, adjustments of the
limitations in Section 2.1 on the maximum number and kind of shares which may
be issued);


 


(ii)           The number and kind of shares of Common Stock (or
other securities or property) subject to outstanding Options;


 


(iii)          The exercise price with respect to any Option; and


 


(iv)          The financial or other “targets” specified in each
Stock Option Agreement for determining the exercisability of Options.


 


11

















 


(b)           Subject to Section 7.1(d) and the terms of outstanding
Stock Option Agreements, upon the occurrence of a Corporate Event, the
Committee (or the Board, in the case of options granted to Independent
Directors), in its sole discretion, is hereby authorized to take any one or
more of the following actions whenever the Committee (or the Board, in the case
of Options granted to Independent Directors) determines that such action is
appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the 2005 Plan or with respect to
any Option under the 2005 Plan, to facilitate such Corporate Event or to give
effect to such changes in laws, regulations or principles:


 


(i)            In its sole discretion, and on such terms and
conditions as it deems appropriate, the Committee (or the Board, in the case of
Options granted to Independent Directors) may provide, either by the terms of
the applicable Stock Option Agreement or by action taken prior to the
occurrence of such Corporate Event and either automatically or upon the
Optionee’s request, for either the purchase of any such Option for an amount of
cash, securities, or other property equal to the amount that could have been
attained upon the exercise of the vested portion of such Option (and such
additional portion of the Option as the Board or Committee may determine)
immediately prior to the occurrence of such transaction or event, or the
replacement of such vested (and other) portion of such Option with other rights
or property selected by the Committee (or the Board, in the case of Options
granted to Independent Directors) in its sole discretion;


 


(ii)           In its sole discretion, the Committee (or the Board,
in the case of Options granted to Independent Directors) may provide, either by
the terms of the applicable Stock Option Agreement or by action taken prior to
the occurrence of such Corporate Event, that the Option (or any portion
thereof) cannot be exercised after such event;


 


(iii)          In its sole discretion, and on such terms and
conditions as it deems appropriate, the Committee (or the Board, in the case of
Options granted to Independent Directors) may provide, either by the terms of
the applicable Stock Option Agreement or by action taken prior to the
occurrence of such Corporate Event, that for a specified period of time prior
to such Corporate Event, such Option shall be exercisable as to all shares
covered thereby or a specified portion of such shares, notwithstanding anything
to the contrary in the 2005 Plan or the applicable Stock Option Agreement;


 


(iv)          In its sole discretion, and on such terms and
conditions as it deems appropriate, the Committee (or the Board, in the case of
Options granted to Independent Directors) may provide, either by the terms of
the applicable Stock Option Agreement or by action taken prior to the
occurrence of such Corporate Event, that upon such event, such Option (or any
portion thereof) be assumed by the successor or survivor corporation, or a
parent or subsidiary thereof (including without limitation any common parent of
the Company and any other company or companies), or shall be substituted for by
similar options, rights or awards covering the stock of the successor or
survivor corporation, or a parent or subsidiary thereof (including without
limitation any common parent of the Company and any other company or
companies), with appropriate adjustments as to the number and kind of shares
and prices; and


 


(v)           In its sole discretion, and on such terms and
conditions as it deems appropriate, the Committee (or the Board, in the case of
Options granted to Independent 


 


12

















 


Directors) may make adjustments in the number
and type of shares of Common Stock (or other securities or property) subject to
outstanding Options (or any portion thereof) and/or in the terms and conditions
of (including the exercise price), and the criteria included in, outstanding
Options and Options which may be granted in the future.


 


(c)           Subject to Section 7.1(d), the Committee (or the
Board, in the case of Options granted to Independent Directors) may, in its
sole discretion, include such further provisions and limitations in any Stock
Option Agreement as it may deem equitable and in the best interests of the
Company and its Affiliates.


 


(d)           With respect to Incentive Stock Options, no adjustment
or action described in this Section 7.1 or in any other provision of the 2005
Plan shall be authorized to the extent that such adjustment or action would
cause the 2005 Plan to violate Section 422(b)(1) of the Code or any successor
provisions thereto, unless the Committee determines that the 2005 Plan and/or
the Options are not to comply with Section 422(b)(1) of the Code. The number of
shares of Common Stock subject to any Option shall always be rounded up to the
next higher whole number.


 


Section
7.2             Options Not Transferable. No Option or interest or right
therein or part thereof shall be liable for the debts, contracts or engagements
of the Optionee or his or her successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law, by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this
Section 7.2 shall prevent transfers by will or by the applicable laws of descent
and distribution.


 


Section
7.3             Amendment, Suspension or Termination
of the Plan.
The 2005 Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Board or the
Committee. However, without stockholder approval within 12 months before or
after such action no action of the Board or the Committee may, except as
provided in Section 7.1, increase any limit imposed in Section 2.1 on the
maximum number of shares which may be issued on exercise of Options, reduce the
minimum Option price requirements of Section 4.3(a), or extend the limit
imposed in this Section 7.3 on the period during which options may be granted. Except
as provided by Section 7.1, neither the amendment, suspension nor termination
of the 2005 Plan shall, without the consent of the holder of the Option, alter
or impair any rights or obligations under any Option theretofore granted. No
Option may be granted during any period of suspension nor after termination of
the 2005 Plan, and in no event may any Option be granted under the 2005 Plan
after the expiration of ten years from the date the 2005 Plan is adopted by the
Board.


 


Section
7.4             Effect of Plan Upon Other Option and
Compensation Plans.
The adoption of the 2005 Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Affiliate. Nothing in the 2005
Plan shall be construed to limit the right of the Company or any Affiliate (a)
to establish any other forms of incentives or compensation for directors or
employees of the Company (or any Affiliate); or (b) to grant or assume options
otherwise than under the 2005 Plan in connection with any proper corporate
purpose, including, 


 


13

















 


but not by way of limitation, the grant or
assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.


 


Section
7.5             Approval of Plan by Stockholders. The 2005 Plan will be submitted
for the approval of the Company’s stockholders within 12 months after the date
of the Board’s initial adoption of the 2005 Plan. No Option may be exercised to
any extent by anyone unless and until the 2005 Plan is so approved by the
stockholders, and if such approval has not been obtained by the end of said
12-month period, the 2005 Plan and all Options theretofore granted shall
thereupon be canceled and become null and void.


 


Section
7.6             Titles. Titles are provided herein for
convenience only and are not to serve as a basis for interpretation or
construction of the 2005 Plan.


 


Section
7.7             Conformity to Securities Laws. The 2005 Plan is intended to
conform to the extent necessary with all provisions of the Securities Act and
the Exchange Act and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder to the extent the Company or any
Optionee is subject to the provisions thereof. Notwithstanding anything herein
to the contrary, the 2005 Plan shall be administered, and Options shall be
granted and may be exercised, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the 2005 Plan
and Options granted hereunder shall be deemed amended to the extent necessary
to conform to such laws, rules and regulations.


 


Section
7.8             Governing Law. To the extent not preempted by
federal law, the 2005 Plan shall be construed in accordance with and governed
by the internal laws of the State of Delaware, without regard to the principles
of conflicts of law thereof, or principles of conflicts of law of any other
jurisdiction which could cause the application of the laws of any jurisdiction
other than the State of Delaware.


 


Section
7.9             Severability. In the event any portion of the 2005
Plan or any action taken pursuant thereto shall be held illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining parts
of the 2005 Plan, and the 2005 Plan shall be construed and enforced as if the
illegal or invalid provisions had not been included, and the illegal or invalid
action shall be null and void.


 


* 
*  *  *  *


 


I hereby certify that the foregoing 2005 Plan
was duly adopted by the Board of Directors of Neff Corp. as of June 3, 2005.


 


Executed as of June 3, 2005.


 


	
   

  	
   

  	
   

  
	
   

  	
  Officer

  



 


14