Unassociated Document


    CAPITAL
      GROWTH SYSTEMS, INC.

    2007
      LONG-TERM INCENTIVE PLAN

     

    CAPITAL
      GROWTH SYSTEMS, INC., a Florida corporation (the "Company"), sets forth herein
      the terms of the Capital Growth Systems, Inc. 2007 Long-Term Incentive Plan
      (the
      "Plan") as follows: 

     

    
      	
              1.

            	
              Purpose.

            


    

     

    The
      purpose of the Plan is to aid the Company and its subsidiaries in recruiting
      and
      retaining employees and to motivate such employees and other plan participants
      to exert their best efforts on behalf of the Company and its subsidiaries by
      providing incentives through the granting of stock-based incentive awards.
      The
      Company expects that it will benefit from the stock ownership opportunities
      provided to such participants to encourage alignment of their interest in the
      Company's success with that of other stakeholders. The Plan shall allow eligible
      participants to acquire shares of the Company's Common Stock, $.0001 par value
      ("Shares") either directly through the grant of shares which are restricted
      and
      subject to risk of forfeiture ("Restricted Shares") or through the grant of
      options to purchase Shares ("Options"). Options granted under the Plan may
      be
      nonqualified stock options or may be "incentive stock options" ("ISOs") within
      the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
      from
      time to time (the "Code"), or the corresponding provision of any subsequently
      enacted tax statute. The Plan shall also allow the granting of other stock-based
      awards ("Other Stock-Based Awards" - together with awards of Restricted Shares
      or Options, hereinafter at times collectively referred to as "Awards" and
      individually referred to as an "Award"; the grantee of an Award is hereinafter
      referred to as a "Participant"). Eligibility for Awards may be based on such
      criteria as the Committee deems appropriate, which may be tied to performance
      standards and vesting standards requiring continued performance of services
      to
      the Company over time.

     

    
      	
              2.

            	
              Administration.

            


    

     

    2.1 Committee.

     

    The
      Plan
      shall be administered by the Compensation Committee (the "Committee") of the
      Board of Directors of the Company (the "Board"), or if the Company does not
      have
      a Compensation Committee, then the Plan shall be administered by the Board.
      As
      used herein the term Committee, shall mean either the Committee or the Board,
      as
      applicable.

     

    2.2 Action
      by Committee.

     

    The
      Committee shall have such powers and authorities related to the administration
      of the Plan as are consistent with the Articles of Incorporation and Bylaws
      of
      the Company and applicable law. The Committee shall have the full power and
      authority to take all actions and to make all determinations required or
      permitted under the Plan with respect to any Award granted hereunder. The
      Committee shall have the full power and authority to take all other actions
      and
      determination not inconsistent with the specific terms and provisions of the
      Plan that the Committee deems to be necessary or appropriate to the
      administration of the Plan. The Committee's powers shall include, but not be
      limited to, the power to interpret the Plan and to amend, waive, or extend
      any
      provision or limitation of any Option or the terms and conditions of any grant
      of Restricted Shares or Other Stock-Based Awards, and to approve the forms
      of
      agreement for use under the Plan. The interpretation and construction by the
      Committee of any provision of the Plan, any Option granted hereunder or the
      terms and conditions of any grant of Restricted Shares or Other Stock-Based
      Awards shall be final and conclusive. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.3 No
      Liability.

     

    No
      member
      of the Board or of the Committee shall be liable for any action or determination
      made, or any failure to take or make an action or determination, in good faith
      with respect to the Plan. 

     

    2.4 Applicability
      of Rule 16b-3.

     

    Those
      provisions of the Plan that make express reference to Rule 16b-3 shall apply
      only to persons who are required to file reports under Section 16(a) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"). 

     

    2.5 Tax
      Withholding.

     

    The
      Company may withhold or require payment from the Participant of any amount
      it
      may determine to be necessary to withhold for federal, state, local, non-U.S.
      income, payroll or other taxes as a result of the exercise, grant or vesting
      of
      an Award. Unless the Committee specifies otherwise, the Participant may elect
      to
      pay a portion or all of such withholding taxes by: (i) delivery in Shares;
      (ii)
      having the Company withhold Shares with a Fair Market Value or cash equal to
      the
      amount of such taxes that would have otherwise been payable by the Participant;
      or (iii) paying cash.

     

    2.6 Nontransferability
      of Awards/Beneficiaries.

     

    No
      Award
      or interest in an Award may be sold, assigned, pledged (as collateral for a
      loan
      or as security for the performance of an obligation or for any other purpose)
      or
      transferred by the Participant or made subject to attachment or similar
      proceedings otherwise than by will or by the applicable laws of descent and
      distribution, except to the extent a Participant designates one or more
      beneficiaries on a Company-approved form who may exercise the Award or receive
      payment under the Award after the Participant's death. During a Participant's
      lifetime, an Award may be exercised only by the Participant. Notwithstanding
      the
      foregoing and to the extent permitted by Section 422 of the Code or any
      successor thereto, the Committee, in its sole discretion, may permit a
      Participant to assign or transfer an Award; provided, however, that any Award
      so
      assigned or transferred shall be subject to all the terms and conditions of
      the
      Plan and the agreement evidencing the Award.

     

    A
      Participant may designate a beneficiary to succeed to the Participant's Awards
      under the Plan in the event of the Participant's death by filing a beneficiary
      form with the Company and, upon the death of the Participant, such beneficiary
      shall succeed to the rights of the Participant to the extent permitted by law
      and the terms of this Plan and the applicable agreement. In the absence of
      a
      validly designated beneficiary who is living at the time of the Participant's
      death, the Participant's executor or administrator of the Participant's estate
      shall succeed to the Awards, which shall be transferable by will or pursuant
      to
      laws of descent and distribution.

     

    
      
        
        

      

      
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              3.

            	
              Common
                Stock Covered by the Plan.

            


    

     

    The
      number of Shares with respect to which Options, Restricted Shares and other
      Stock-Based Awards may be granted under the Plan shall not exceed five million
      (5,000,000), subject to adjustment as provided in Section
      12.
      There
      shall be no limit to the number of Shares with respect to which Awards may
      be
      granted to a participant during any calendar year. The Shares to be issued
      as
      Restricted Shares or upon exercise of Options may be authorized, but unissued
      or
      reacquired Shares. If any Option expires, terminates or is terminated for any
      reason prior to exercise in full, or any Restricted Shares are forfeited, or
      any
      Other Stock-Based Award is terminated or forfeited, the Shares that were subject
      to the unexercised portion of such Option or the Restricted Shares or Other
      Stock-Based Awards that are forfeited or terminated (collectively, "Lapsed
      Shares"), as the case may be, shall be available immediately for future grants
      of Awards under the Plan. To the extent an Award under this Plan of a Lapsed
      Share reduces the 5,000,000 Shares available under the Plan, when it becomes
      a
      Lapsed Share, this then replenishes by a like amount the number of Shares
      available for issuance under the Plan as if the Lapsed Share had not been
      previously granted. To the extent any Award is exercised in whole or part
      through a cashless exercise pursuant to Section 6.8(c) hereof, that portion
      of
      the Award used to fund the cashless exercise shall not be available for future
      issuance pursuant to this Plan.

     

    
      	
              4.

            	
              Eligibility.

            


    

     

    Awards
      may be granted under the Plan to an employee, director or officer of the Company
      or any subsidiary who is selected by the Committee to participate in the Plan.
      An Award may also be granted to any consultant or advisor who renders bona
      fide
      services to the Company or a subsidiary, provided that consultants or advisors
      are eligible only if (i) they are natural persons; and (ii) the services
      provided to the Company 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 . Except where the
      context otherwise requires, references in this Plan to "employment" and related
      terms shall apply to services in any such capacity. Individuals who have been
      granted Options are referred to as "Optionees." An individual may hold more
      than
      one Option, subject to such restrictions as are provided herein, and may also
      hold more than one grant of Restricted Shares of Other Stock-Based Awards.
      All
      references to an "employee" of the Company shall include employees of any direct
      or indirect subsidiary of the Company, 50% or more of which is beneficially
      owned by the Company.

     

    The
      Committee may also grant Awards in substitution for options or other equity
      interests held by individuals who become employees of the Company or of a
      subsidiary as a result of the Company's acquiring or merging with the
      individual's employer or acquiring its assets or to persons who were employees
      of directors of the previous employer and received an option in that capacity
      even if they do not become employees of the Company. In addition, the Committee
      may provide for the Plan's assumption of options granted outside the Plan to
      persons who would have been eligible under the terms of the Plan to receive
      a
      grant. If necessary to conform the Awards to the interests for which they are
      substitutes, the Committee may grant substitute Awards under terms and
      conditions that vary from those the Plan otherwise requires. 

     

    
      
        
        

      

      
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              5.

            	
              Effective
                Date and Term.

            


    

     

    5.1 Effective
      Date.

     

    The
      Plan
      will become effective as of on the date of adoption by the Board (the "Effective
      Date"). 

     

    5.2 Term.

     

    The
      Plan
      shall terminate on the tenth anniversary of the Effective Date, unless
      previously terminated under Section
      11.
      All
      Awards granted prior to termination of the Plan shall continue in full force
      and
      effect following the termination of the Plan, subject to the terms and
      conditions upon which they were granted.

     

    
      	
              6.

            	
              Terms
                and Conditions of Stock
                Options.

            


    

     

    6.1 Grant
      of Options.

     

    Subject
      to the terms and conditions of the Plan, the Committee may, at any time and
      from
      time to time prior to the termination of the Plan, grant to such eligible
      Participants as the Committee may determine, Options to purchase such number
      of
      Shares on such terms and conditions as the Committee may determine, including
      any terms or conditions that may be necessary to qualify such Options as ISOs.
      The Committee may grant ISOs only to employees of the Company and any
      subsidiaries.

     

    6.2 Stock
      Options under Code Section 422.

     

    The
      date
      as of which the Committee approves the grant of an Option shall be considered
      the date on which such Option is granted. Neither the Optionee nor any person
      entitled to exercise any rights hereunder shall have any of the rights of a
      stockholder with respect to the Shares subject to an Option except to the extent
      that the certificates for such Shares have been issued upon the exercise of
      the
      Option. 

     

    6.3 Limitation
      on Incentive Stock Options.

     

    An
      Option
      granted to an employee shall constitute an ISO only to the extent that the
      aggregate fair market value (determined at the time the Option is granted)
      of
      the Stock with respect to which ISOs are exercisable for the first time by
      the
      Optionee during any calendar year (under the Plan and all other plans of the
      Company and any subsidiaries, within the meaning of Code Section 422(d)), does
      not exceed one hundred thousand dollars ($100,000). This limitation shall be
      applied by taking Options into account in the order in which such Options were
      granted. 

     

    6.4 Option
      Agreements.

     

    All
      Options granted to Optionees pursuant to the Plan shall be evidenced by written
      agreements in such form or forms as the Committee shall from time to time
      determine. Option agreements may be amended by the Committee from time to time
      and need not contain uniform provisions. 

     

    
      
        
        

      

      
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    6.5 Option
      Price.

     

    The
      purchase price of each Share subject to an Option issued under this Section
      6
      shall be
      fixed by the Committee. In the case of an Option not intended to constitute
      an
      ISO, the option price shall be not less than the par value of the Shares covered
      by the Option. In the case of an Option that is intended to be an ISO, the
      option price of each Share purchasable pursuant to the Option shall be not
      less
      than the greater of the par value of the Shares or 100% of the Fair Market
      Value
      (as defined below) of a Share covered by the Option on the date the Option
      is
      granted; provided, however, that in the event the employee would otherwise
      be
      ineligible to receive an ISO by reason of the provisions of Code Sections
      422(b)(6) and 424(d) (relating to owners of more than 10% of the Company's
      common stock), the option price of each Share purchasable pursuant to an Option
      that is intended to be an ISO shall be not less than the greater of par value
      or
      one hundred and ten percent (110%) of the Fair Market Value of a Share covered
      by the Option at the time such Option is granted. 

     

    "Fair
      Market Value" for purposes of this Plan shall mean, in the event that the
      Company's common stock is listed on an established national or regional stock
      exchange, or is publicly traded on an established securities market or on OTCBB,
      the closing price of the stock on such exchange or in such market (the highest
      such closing price if there is more than one such exchange or market on the
      date
      the Option is granted), or, if no sale of stock has been made on such day,
      on
      the last preceding day on which any such sale shall have been made. In the
      event
      that the Shares are not listed, quoted or publicly traded or, if their price
      cannot be determined despite their being listed, quoted or publicly traded,
      "Fair Market Value" shall be determined by the Committee, in its sole
      discretion.

     

    6.6 Term.

     

    Each
      Option granted to an Optionee under the Plan shall terminate and all rights
      to
      purchase Shares thereunder shall cease upon the expiration of five (5) years
      from the date such Option is granted, or on such prior date or later date (but
      in no event later than ten (10) years from the date such Option is granted)
      as
      may be fixed by the Committee and stated in the option agreement relating to
      such Option; provided, however, that in the event the employee would otherwise
      be ineligible to receive an ISO by reason of the provisions of Code Sections
      422(b)(6) and 424(d) (relating to owners of more than 10% of the Company's
      common stock), an Option granted to such employee that is intended to be an
      ISO
      shall in no event be exercisable after the expiration of five (5) years from
      the
      date it is granted. 

     

    6.7 Option
      Period and Limitations on Exercise.

     

    Each
      Option granted under the Plan to an Optionee shall be exercisable in whole
      or in
      part at any time and from time to time over a period commencing on or after
      the
      date of grant of the Option and ending upon expiration or termination of the
      Option, as the Committee shall determine and set forth in the option agreement.
      Without limiting the foregoing, the Committee, subject to the terms and
      conditions of the Plan, may in its sole discretion provide that the Option
      granted to an Optionee may not be exercised in whole or in part for any period
      or periods of time during which such Option is outstanding as the Committee
      shall determine and set forth in the option agreement. Any such limitation
      on
      the exercise of an Option may be rescinded, modified or waived by the Committee,
      in its sole discretion, at any time and from time to time after the date of
      grant of such Option. 

     

    
      
        
        

      

      
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    6.8 Exercise.

     

    (a) Only
      the
      Optionee receiving an Option (or, in the event of the Optionee's legal
      incapacity or incompetency, the participant's guardian or legal representative,
      and in the case of the Optionee's death, the participant's estate) may exercise
      the Option. 

     

    (b) An
      Option
      that is exercisable hereunder may be exercised by delivery to the Company on
      any
      business day, at its principal office addressed to the attention of the
      Corporate Secretary, of written notice of exercise. Such notice shall specify
      the number of Shares for which the Option is being exercised and shall be
      accompanied by payment in full of the option price of the Shares for which
      the
      Option is being exercised, unless otherwise determined by the Committee, in
      its
      sole discretion. 

     

    (c) Payment
      of the option price for the Shares purchased pursuant to the exercise of an
      Option shall be made, as determined by the Committee and set forth in the option
      agreement, as follows: 

     

    (i) in
      cash
      or by certified check payable to the order of the Company;

     

    (ii) in
      Shares
      having a Fair Market Value equal to the aggregate exercise price for the Shares
      being purchased pursuant to the Option and satisfying such other requirements
      as
      may be imposed by the Committee; provided, that such Shares were purchased
      on
      the open market or have been held by the participant for no less than six months
      (or such other period as established from time to time by the Committee in
      order
      to avoid adverse accounting treatment under generally accepted accounting
      principles);

     

    (iii) partly
      in
      cash and partly in such Shares;

     

    (iv) if
      there
      is a public market for the Shares at such time, through the delivery of
      irrevocable instructions to a broker to sell Shares obtained upon the exercise
      of the Option and to deliver promptly to the Company an amount out of the
      proceeds of such sale equal to the aggregate exercise price for the Shares
      being
      purchased pursuant to the Option; 

     

    (v)
       by
      cashless exercise through the surrender of options to purchase that number
      of
      Shares having a fair market value in excess of exercise price equal to the
      number of Shares to be purchased through the cashless exercise.; or


     

    (vi) such
      other method as determined by the Committee, in its sole discretion.


     

    
      
        
        

      

      
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    (d) Notwithstanding
      the foregoing, the Committee may, in its discretion, impose and set forth in
      the
      option agreement such limitations or prohibitions on the methods of exercise
      as
      the Committee deems appropriate. Promptly after the exercise of an Option and
      the payment in full of the option price of the Shares covered thereby, the
      individual exercising the Option shall be entitled to the issuance of a stock
      certificate or certificates evidencing such individual's ownership of such
      Shares. An individual holding or exercising an Option shall have none of the
      rights of a stockholder until the Shares covered thereby are fully paid and
      issued to such individual and, except as provided in Section
      12,
      no
      adjustment shall be made for dividends or other rights for which the record
      date
      is prior to the date of such issuance. 

     

    (e) If
      the
      Optionee is not vested as to his or her entire Option at the time of termination
      of employment of the Optionee pursuant to the terms of the relevant option
      agreement, then the Shares covered by the unvested portion of the Option shall
      revert to the Plan. If, after termination, the Optionee does not exercise his
      or
      her Option within the time specified in the relevant option agreement, the
      Option shall terminate, and the Shares covered by such Option shall revert
      to
      the Plan.

     

    
      	
              7.

            	
              Restricted
                Shares.

            


    

     

    7.1 Grant
      of Restricted Shares.

     

    Subject
      to the terms and conditions of the Plan, the Committee may, at any time and
      from
      time to time prior to the termination of the Plan, grant Restricted Shares
      to
      such eligible Participants as the Committee may determine subject to such
      conditions under which they may be forfeited and such other terms and conditions
      it deems appropriate.

     

    7.2 Transfer
      Restrictions.

     

    Shares
      of
      Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
      encumbered, except as provided in the Plan or the applicable Award agreement.
      Shares of Restricted Stock shall be registered in the name of the Participant
      and held by the Company. After the lapse of the restrictions applicable to
      such
      Shares of Restricted Stock, the Company shall deliver such Shares to the
      Participant or the Participant's legal representative.

     

    7.3 Dividends.

     

    Dividends
      or dividend equivalents paid on any Shares of Restricted Stock may be paid
      directly to the Participant, withheld by the Company subject to vesting of
      the
      Restricted Stock pursuant to the terms of the applicable Award agreement, or
      may
      be reinvested in additional Shares of Restricted Stock, as determined by the
      Committee in its sole discretion.

     

    7.4 Rights
      of Unvested Restricted Shares.

     

    Until
      vesting conditions of a Restricted Stock grant agreement are met, the holder
      thereof shall have no rights of a shareholder thereof and shall not have the
      right to receive dividends thereon or to vote said Restricted Shares, unless
      otherwise provided in the Restricted Stock agreement.

     

    
      
        
        

      

      
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    7.5 Legends.

     

    Restricted
      Shares issued under the Plan shall be subject to such restrictions on trading,
      including appropriate legending of certificates to that effect as the Company,
      in its discretion, shall determine necessary to satisfy applicable legal
      requirements and obligations.

     

    7.6 Representations
      of Grantee.

     

    Each
      recipient of an Award of Restricted Stock under the Plan shall, at the time
      of
      the Award, as a condition to such Award, enter into a Restricted Stock grant
      agreement in a form approved by the Committee.

     

    
      	
              8.

            	
              Other
                Stock-Based Awards.

            


    

     

    The
      Committee, in its sole discretion, may grant Other-Stock Based Awards, including
      grants of Shares and awards that are valued in whole or in part by reference
      to,
      or are otherwise based on, Shares or on the Fair Market Value thereof. Such
      Other Stock-Based Awards shall be in such form, and dependent on such
      conditions, as the Committee shall determine, including, without limitation,
      the
      right to receive, or vest with respect to, one or more Shares (or the equivalent
      cash value of such Shares) upon the completion of a specified period of service,
      the occurrence of an event and/or the attainment of performance objectives.
      Other Stock-Based Awards may be granted alone or in addition to any other Awards
      granted under the Plan. Subject to the provisions of the Plan, the Committee
      shall determine the number of Shares to be awarded to a Participant under (or
      otherwise related to) such Other Stock-Based Awards; whether such Other
      Stock-Based Awards shall be settled in cash, Shares or a combination of cash
      and
      Shares; and all other terms and conditions of such Awards (including, without
      limitation, the vesting provisions thereof and provisions ensuring that all
      Shares so awarded and issued shall be fully paid and non- assessable). Unless
      the Other Stock-Based Award agreement specifically states that the Other
      Stock-Based Award is subject to the terms and conditions of this Plan, it will
      not be considered an Award granted pursuant to this Plan.

     

    
      	
              9.

            	
              Use
                of Proceeds.

            


    

     

    The
      proceeds received by the Company from the sale of Shares pursuant to Options
      shall constitute general funds of the Company. 

     

    
      	
              10.

            	
              Requirements
                of Law.

            


    

     

    10.1 General.

     

    
      
        
        

      

      
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    The
      Corporation shall not be required to sell or issue any Award (or any Shares
      or
      Option underlying the Award) if such sale or issuance would constitute a
      violation by the individual exercising the Award or by the Company of any
      provision of any law or regulation of any governmental authority, including,
      without limitation, any federal or state securities laws or regulations or
      the
      Company's Articles of Incorporation. If at any time the Company shall determine,
      in its discretion, that the listing, inclusion, registration or qualification
      of
      any Award (or any Shares or Option underlying the Award) upon any securities
      exchange or under any state or federal law, or the consent of any government
      regulatory body, is necessary or desirable as a condition of, or in connection
      with, such sale or issuance, the Award (or any Shares or Option underlying
      the
      Award) may not be issued or exercised in whole or in part, unless such listing,
      registration, inclusion, qualification, consent or approval shall have been
      effected or obtained free of any conditions not acceptable to the Company,
      and
      any delay caused thereby shall in no way affect the date of termination of
      or
      the restriction period of such Award (or any Shares or Option underlying the
      Award). Specifically in connection with the Securities Act of 1933, as amended
      (the "Securities Act") with respect to the issuance of Shares, upon exercise
      of
      any Award, unless a registration statement under the Securities Act is in effect
      with respect to such Shares, the Company shall not be required to sell or issue
      such Shares unless the Company has received evidence satisfactory to the Company
      that the Participant may acquire such Shares pursuant to an exemption from
      registration under the Securities Act. Any determination in this connection
      by
      the Committee shall be final and conclusive. The Corporation may, but shall
      in
      no event be obligated to, register any securities covered hereby pursuant to
      the
      Securities Act. The Corporation shall not be obligated to take any affirmative
      action in order to cause the exercise of an Award (or any Shares or Option
      underlying the Award) or the issuance of Shares pursuant thereto to comply
      with
      any law or regulation of any governmental authority. As to any jurisdiction
      that
      expressly imposes the requirement that an Award shall not be exercisable unless
      and until the Shares covered by such Award are registered or are subject to
      an
      available exemption from registration, the exercise of such Award (under
      circumstances in which the laws of such jurisdiction apply) shall be deemed
      conditioned upon the effectiveness of such registration or the availability
      of
      such an exemption.

     

    10.2 SEC
      Rule 16b-3.

     

    The
      Plan
      is intended to qualify for the exemption provided by Rule 16b-3 under the
      Exchange Act. To the extent any provision of the Plan or action by the Committee
      does not comply with the requirements of Rule 16b-3, it shall be deemed
      inoperative, to the extent permitted by law and deemed advisable by the
      Committee, and shall not affect the validity of the Plan. In the event Rule
      16b-3 is revised or replaced, the Board may exercise discretion to modify the
      Plan in any respect necessary to satisfy the requirements of the revised
      exemption or its replacement. 

     

    
      	
              11.

            	
              Amendment
                and Termination.

            


    

     

    The
      Board
      may, from time to time, amend the Plan or any provision thereof in such respects
      as the Board may deem advisable, provided that no amendment to the Plan may
      be
      made without stockholder approval if such amendment would: (i) increase the
      number of Shares available for issuance under the Plan, other than as a result
      of the application of the anti-dilution adjustments as provided for in
Section
      12;
      (ii)
      cause the Plan to fail to comply with Rule 16b-3 under the Securities Exchange
      Act of 1934, or any successor rule; or (iii) materially modify the eligibility
      requirements for participation in the Plan. Any amendment or termination of
      the
      Plan shall not adversely affect any Award previously granted. The Board may,
      at
      any time, terminate the Plan.

     

    
      
        
        

      

      
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              12.

            	
              Anti-dilution
                Adjustments.

            


    

     

    12.1 Adjustments
      to Plan or Number or Class of Shares or Restricted Shares Issuable under the
      Plan.

     

    Notwithstanding
      any other provision of the Plan, the Committee may, at any time, make or provide
      for such adjustments to the Plan or to the number and class of Shares issuable
      thereunder upon the exercise of Options or as Restricted Shares or as Other
      Stock-Based Awards as it shall deem appropriate to prevent dilution or
      enlargement of rights, including adjustments in the event of changes in the
      outstanding Shares by reason of stock dividends, split-ups, recapitalizations,
      mergers, consolidations, combinations or exchanges of shares, separations,
      reorganizations, liquidations and similar transactions. Any such determination
      by the Committee shall be conclusive. Any fractional shares resulting from
      such
      adjustments shall be eliminated.

     

    12.2 Adjustments
      to Terms of Awards Previously Granted.

     

    If
      the
      number of outstanding Shares is increased or decreased or changed into or
      exchanged for a different number or kind of shares or other securities of the
      Company by reason of any recapitalization, reclassification, stock split,
      combination of shares, exchange of shares, stock dividend or other distribution
      payable in capital stock, or other increase or decrease in such shares effected
      without receipt of consideration by the Company, occurring after the Effective
      Date, a proportionate and appropriate adjustment shall be made by the Company
      in
      the number and kind of Shares for which Awards are outstanding, so that the
      proportionate interest of the Participant immediately following such event
      shall, to the extent practicable, be the same as immediately prior to such
      event. Any such adjustment in outstanding Awards shall not change the aggregate
      option price payable with respect to Shares subject to the unexercised portion
      of the Award outstanding but shall include a corresponding proportionate
      adjustment in the option or exercise price per Share. Similar proportionate
      adjustments for events referenced in this Section
      12.2
      shall be
      made as necessary, in the sole discretion of the Committee, with respect to
      Other Stock-Based Awards.

     

    
      	
              13.

            	
              Change
                in Control.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      anything contained in this Plan to the contrary, unless otherwise provided
      in
      the applicable Award agreement at the time of grant, in the event of a Change
      in
      Control, the following shall occur as of the date of termination of employment
      of any employee of the Company "without cause" (as that term is defined in
      the
      agreement governing the Award(s) to such employee) during the one year period
      following the effective date of such Change in Control with respect to any
      and
      all Awards outstanding as of the date of termination of employment: (i) any
      and
      all Options granted hereunder which would vest with the passage of time were
      the
      Participant to continue as an employee for the applicable period and the
      "Current Year's Percentage" (as hereinafter defined) of any Options which are
      tied to performance standards that could possibly be achieved during the
      calendar year in which the Participant's employment has been terminated, shall
      vest in full and become immediately exercisable, and shall remain exercisable
      throughout their entire term; (ii) any restrictions imposed on Restricted Shares
      shall lapse with respect to Restricted Shares which would vest with the passage
      of time were the Participant to continue as an employee for the applicable
      period and with respect to the "Current Year's Percentage" (as hereinafter
      defined) of any Options which are tied to performance standards that could
      possibly be achieved during the calendar year in which the Participant's
      employment has been terminated; and (iii) the maximum payout opportunities
      attainable under all Other Stock-Based Awards which would vest with the passage
      of time were the Participant to continue as an employee for the applicable
      period and the "Current Year's Percentage of any Restricted Shares which are
      tied to performance standards that could possibly be achieved during the
      calendar year in which the Participant's employment has been terminated, shall
      be deemed to have been fully earned for the calendar year in which the
      Participant's employment has been terminated. Such Awards shall be paid in
      cash,
      or in the sole discretion of the Committee in Shares to Participants within
      thirty (30) days following the effective date of the termination of employment
      of the employee without cause during the one year period following a Change
      in
      Control, with any such Shares valued at the Fair Market Value as of the
      effective date of the termination of employment without cause. The "Current
      Year's Percentage" of a performance based Award for purposes of this
      Section 13 shall be that percentage of the performance based Award that
      would have been met for the calendar year in question based upon the product
      of
      (i) the percentage of calendar quarters completed for the year in which the
      employee is terminated without cause, multiplied by (ii) the performance based
      Award that the employee would have earned had the entire four calendar quarters
      of the Company's performance and the employee's performance for such year
      equaled the average quarterly performance for all calendar quarters completed
      prior to termination of the employee's employment for the year in question.
      If
      termination of employment occurs before March 31 of a year, then no
      acceleration of vesting of a performance based Award would be available for
      that
      year in the event of a Change in Control. The provisions of subsections (i),
      (ii) and (iii) immediately above shall not apply if employment of an employee
      of
      the Company is not terminated "without cause" during the one-year period
      following a Change in Control.

     

    For
      purposes of this Section
      13,
      "Change
      in Control" means:

     

    (a) any
      individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
      of the Securities Exchange Act of 1984, as amended, or any successor thereto)
      (a
      "Person") becomes the beneficial owner (within the meaning of Rule 13d-3
      promulgated under the Act) of 50% or more of either (A) the then outstanding
      Shares (the "Outstanding Company Common Stock") or (B) the combined voting
      power
      of the then outstanding voting securities of the Company entitled to vote
      generally in the election of directors (the "Outstanding Company Voting
      Securities"); provided, however, that, for purposes of this clause (a), the
      following acquisitions shall not constitute a Change in Control: (1) any
      acquisition directly from the Company and approval by the Board, (2) any
      acquisition by the Company or any of its subsidiaries, (3) any acquisition
      by
      any employee benefit plan (or related trust) sponsored or maintained by the
      Company or any of its subsidiaries, (4) any acquisition by an underwriter
      temporarily holding securities pursuant to an offering of such securities or
      (5)
      any acquisition pursuant to a transaction that complies with clauses (b)(A)
      and
      (B) below; or

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b) consummation
      of a reorganization, merger, statutory share exchange or consolidation (or
      similar corporate transaction) involving the Company or any of its subsidiaries,
      a sale or other disposition of all or substantially all of the assets of the
      Company, or the acquisition of assets or stock of another entity (a "Business
      Combination"), in each case, unless, immediately following such Business
      Combination, (A) substantially all of the individuals and entities who were
      the
      beneficial owners, respectively, of the Outstanding Company Common Stock and
      the
      Outstanding Company Voting Securities immediately prior to such Business
      Combination beneficially own, directly or indirectly, 50% or more of,
      respectively, the then outstanding Shares and the total voting power of (1)
      the
      corporation resulting from such Business Combination (the "Surviving
      Corporation") or (2) if applicable, the ultimate parent corporation that
      directly or indirectly has beneficial ownership of 80% or more of the voting
      securities eligible to elect directors of the Surviving Corporation (the "Parent
      Corporation"), in substantially the same proportion as their ownership,
      immediately prior to the Business Combination, of the Outstanding Company Common
      Stock and the Outstanding Company Voting Securities, as the case may be and
      (B)
      no Person (other than any employee benefit plan (or related trust) sponsored
      or
      maintained by the Surviving Corporation or the Parent Corporation), is or
      becomes the beneficial owner, directly or indirectly, of 50% or more of the
      outstanding Shares of common stock and the total voting power of the outstanding
      voting securities eligible to elect directors of the Parent Corporation (or,
      if
      there is no Parent Corporation, the Surviving Corporation); or

     

    (c) Approval
      by the shareholders of the Company of a complete liquidation or dissolution
      of
      the Company.

     

    Notwithstanding
      the foregoing provisions of this definition, a Change in Control shall not
      be
      deemed to occur with respect to the Participant if the acquisition of the 50%
      or
      greater interest referred to in clause (a) is by a group, acting in concert,
      that includes the participant or if at least 40% of the then outstanding common
      stock or combined voting power of the then outstanding voting securities (or
      voting equity interests) of the Surviving Corporation or, if applicable, the
      Parent Corporation shall be beneficially owned, directly or indirectly,
      immediately after a Business Combination by a group, acting in concert, that
      includes the participant.

     

    
      	
              14.

            	
              Further
                Adjustment of Awards.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Subject
      to the above provisions, the Committee shall have the discretion, exercisable
      at
      any time before a sale, merger, consolidation, reorganization, liquidation,
      dissolution or Change in Control transaction to take such further action as
      it
      determines to be necessary or advisable with respect to Awards. Such authorized
      action may include (but shall not be limited to) establishing, amending or
      waiving the type, terms, conditions or duration of, or restrictions on, Awards
      so as to provide for earlier, later, extended or additional time for exercise,
      lifting of restrictions and other modifications, and the Committee may take
      such
      actions with respect to all Participants, to certain categories of Participants
      or only to individual Participants. The Committee may take such action before
      or
      after granting Awards to which the action relates and before or after any public
      announcement with respect to such sale, merger, consolidation, reorganization,
      liquidation, dissolution or Change in Control that is the reason for such
      action. Notwithstanding anything to the contrary contained herein, no action
      to
      be taken pursuant to this Section 14 shall be taken to the extent that it
      has the effect of amending this Plan in a manner that would otherwise require
      shareholder approval pursuant to applicable Securities and Exchange Commission
      laws or regulations, but for the terms of this Section 14.

     

    
      	
              15.

            	
              Disclaimer
                of Rights.

            


    

     

    No
      provision in the Plan or any Option, Restricted Shares or Other Stock-Based
      Award agreement entered into pursuant to the Plan shall be construed to confer
      upon any individual the right to remain in the service of the Company or any
      subsidiary, or to interfere in any way with the right and authority of the
      Company or any subsidiary either to increase or decrease the compensation of
      any
      individual at any time, or to terminate any employment or other relationship
      between any individual and the Company or any subsidiary. The obligation of
      the
      Company to pay any benefits pursuant to the Plan shall be interpreted as a
      contractual obligation to pay only those amounts described herein, in the manner
      and under the conditions prescribed herein. The Plan shall in no way be
      interpreted to require the Company to transfer any amounts to a third party
      trustee or otherwise hold any amounts in trust or escrow for payment to any
      participant or beneficiary under the terms of the Plan.

     

    
      	
              16.

            	
              No
                Trust or Fund.

            


    

     

    The
      Plan
      is intended to constitute an "unfunded" plan. Nothing contained herein shall
      require the Company to segregate any monies, other property, or Shares, or
      to
      create any trusts, or to make any special deposits for any immediate or deferred
      amounts payable to any Participant, and no Participant shall have any rights
      that are greater than those of a general unsecured creditor of the
      Company.

     

    
      	
              17.

            	
              Nonexclusivity.

            


    

     

    Neither
      the adoption of the Plan nor the submission of the Plan to the stockholders
      of
      the Company for approval shall be construed as creating any limitations upon
      the
      right and authority of the Board to adopt such other incentive compensation
      arrangements (which arrangements may be applicable either generally to a class
      or classes of individuals or specifically to a particular individual or
      individuals) as the Board in its discretion determines desirable.

     

    
      	
              18.

            	
              Indemnification.

            


    

     

    To
      the
      extent permitted by applicable law, the Committee and Board shall be indemnified
      and held harmless by the Company against and from any and all loss, cost,
      liability or expense that may be imposed upon or reasonably incurred by the
      Committee or Board in connection with or resulting from any claim, action,
      suit
      or proceeding to which the Committee or Board may be a party or in which the
      Committee or Board may be involved by reason of any action taken or failure
      to
      act under the Plan, and against and from any and all amounts paid by the
      Committee or Board (with the Company's written approval) in the settlement
      thereof, or paid by the Committee or Board in satisfaction of a judgment in
      any
      such action, suit or proceeding except a judgment in favor of the Company;
      subject, however, to the conditions that upon the institution of any claim,
      action, suit or proceeding against the Committee (or Board, as the case may
      be),
      the Committee or Board shall give the Company an opportunity in writing, at
      its
      own expense, to handle and defend the same before the Committee (or Board,
      as
      the case may be) undertakes to handle and defend it on the Committee's or
      Board's own behalf. The foregoing right of indemnification shall not be
      exclusive of any other right to which such persons may be entitled as a matter
      of law, under the Company's Articles of Incorporation, By-Laws, or any
      indemnification agreement with the Company, or otherwise, or any power the
      Company may have to indemnify the Committee or Board or hold the Committee
      or
      Board harmless.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    The
      Committee, the Board and each officer and participant shall be fully justified
      in reasonably relying or acting upon any information furnished in connection
      with the administration of the Plan by the Company or any employee. In no event
      shall any persons who are or were members of the Committee or Board, or an
      officer or employee of the Company, be liable for any determination made or
      other action taken or any omission to act in reliance upon any such information,
      or for any action (including furnishing of information) taken or any failure
      to
      act, if in good faith.

     

    
      	
              19.

            	
              Severability.

            


    

     

    In
      the
      event that any provision of the Plan shall be held illegal or invalid for any
      reason, such illegality or invalidity shall not affect the remaining parts
      of
      the Plan, and the Plan shall be construed and enforced as if the illegal or
      invalid provision had not been included.

     

    
      	
              20.

            	
              Governing
                Law.

            


    

     

    To
      the
      extent not preempted by federal law, the Plan and all option and restricted
      stock agreements hereunder shall be construed in accordance with and governed
      by
      the laws of the State of Florida applicable to contracts made and to be
      performed entirely within the State. 

     

    
      
        
        

      

      
        14