exv10w1






Exhibit 10.1




SYKES ENTERPRISES, INCORPORATED

2011 EQUITY INCENTIVE PLAN



(Effective as of May 19, 2011)




Section 1. PURPOSE AND DEFINITIONS




          (a) Purpose. This Plan, known as the “Sykes Enterprises, Incorporated 2011 Equity
Incentive Plan”, is intended to provide incentives to certain employees of and certain
non-employees who provide services to Sykes Enterprises, Incorporated and its subsidiaries, in
order to encourage them to remain in the employ of or to faithfully provide services to the Company
and its subsidiaries and to increase their interest in the Company’s success. It is intended that
this purpose be effected through awards or grants of stock options, stock appreciation rights, and
various other rights with respect to shares of the Company’s common stock, as provided herein, to
such eligible persons.



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



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



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



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



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



               (5) The term “Change in Control” shall mean (i) the consummation of a plan of
reorganization, merger, share exchange or consolidation of the Company with one or more other
corporations or other entities as a result of which the holders of the Stock as a group would
receive less than fifty percent (50%) of the voting power of the capital stock or other interests
of the surviving or resulting corporation or entity; (ii) the consummation of a plan of liquidation
or the dissolution of the Company; (iii) the consummation of an agreement providing for the sale or
transfer (other than as a security for obligations of the Company or any Subsidiary) of
substantially all of the assets of the Company, other than a sale or transfer to an entity at least
seventy-five percent (75%) of the combined voting power of the voting securities of which are owned
by persons in substantially the same proportions as their ownership of the Company immediately
prior to such sale; or (iv) the acquisition of more than fifty percent (50%) of the outstanding
Stock by any person within the meaning of Rule 13(d)(3) under the
Exchange Act, if such acquisition is not preceded by a prior expression of approval by the



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Board, provided that the term “person” shall not include (A) the Company or any of its
Subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a Subsidiary, (C) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (D) a corporation owned directly or indirectly by the shareholders
of the Company in substantially the same proportions as their ownership of stock in the Company.




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



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



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



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



               (10) The term “Fair Market Value” shall mean, with respect to a share of Stock as of any
given date, (a) if the Stock is readily tradable on an established securities market within the
meaning of section 409A of the Code, the closing price of a share of Stock as reported by the
securities market on such date, or, if such date is not a trading day, the closing price of a share
of Stock as reported by the securities market on the last trading day preceding such date on which
a sale was reported (if there is more than one established securities market on which the Stock is
traded, the Administrator shall determine the appropriate market for purposes of determining Fair
Market Value), or (b) if the Stock is not readily tradable on an established securities market
within the meaning of section 409A of the Code, the Administrator shall determine the Fair Market
Value of a share of Stock in a manner consistent with the requirements of section 409A of the Code
and all other applicable rules and regulations. To the extent necessary to comply with the
requirements of section 409A of the Code, the foregoing definition of “Fair Market Value” shall
apply retroactively to all Plan Awards granted prior to the date this definition was adopted,
notwithstanding the terms of the Plan at the time the Plan Award was granted.



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



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



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



               (14) The term “Participant” shall mean an Employee or non-employee who has been designated
for participation in the Plan.



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



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



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



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



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



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



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



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



Section 2. ADMINISTRATION




     The Plan shall be administered by the Compensation and Human Resource Development Committee of
the Board, or by any other committee appointed by the Board



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




Section 3. STOCK AVAILABLE FOR PLAN AWARDS




          (a) Stock Subject to Plan. The Stock to be subject to or related to Plan Awards may
be either authorized and unissued shares or shares held in the treasury of the Company. The
maximum number of shares of Stock with respect to which Plan Awards may be granted under the Plan,
subject to adjustment in accordance with the provisions of Section 10, shall be FOUR MILLION
(4,000,000).



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



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



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



Section 4. OPTIONS AND STOCK APPRECIATION RIGHTS




          (a) Grant of Options.



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



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



               (3) Nonqualified stock options will be exercisable at purchase price per share of
not less than one hundred percent (100%) of the Fair Market Value of the Stock on the date of
grant. The number of shares of Stock covered by the nonqualified stock option shall be fixed by the
Administrator on the date of grant. Nonqualified stock options will be exercisable during such
periods or on such date as determined by the Administrator and shall terminate at such time as the
Administrator shall determine. Nonqualified stock options shall be subject to such other terms and
conditions as are determined by the Administrator.



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



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option as to the excess shall be treated as a nonqualified stock option. This limitation shall
be applied by taking stock options into account in the order in which they were granted.




          (b) Grant of Stock Appreciation Rights.



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



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



          (c) Terms and Conditions.



               (1) Each Option and Stock Appreciation Right granted under the Plan shall be exercisable on
such date or dates, during such period, for such number of shares and subject to such further
conditions, including but not limited to the attainment of Performance Goals, as shall be
determined by the Administrator in its sole discretion and set forth in the provisions of the award
agreement with respect to such Option and Stock Appreciation Right; provided, however, that a
Tandem SAR shall not



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be exercisable prior to or later than the time the related Option could be exercised; and
provided, further, that in any event no Option or Stock Appreciation Right shall be exercised
beyond ten (10) years from the date of grant.




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



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



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



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



          (e) Payment for Option Shares.



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



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



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



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




          (a) Grants of Other Stock-Based Awards. The Administrator, at any time and from
time to time while the Plan is in effect, may grant Other Stock-Based Awards to such Employees or
non-employees as it may select. Such Plan Awards pursuant to which Stock is or may in the future be
acquired, or Plan Awards valued or determined in whole or part by reference to or otherwise based
on Stock, may include, but are not limited to, awards of restricted Stock or Plan Awards
denominated in the form of “stock units”, grants of so-called “phantom stock” and options
containing terms or provisions differing in whole or in part from Options granted pursuant to
Section 4. Other Stock-Based Awards may be granted either alone, in addition to, in tandem with or
as an alternative to any other kind of Plan Award, grant or benefit granted under the Plan or under
any other employee plan of the Company or Subsidiary, including a plan of any acquired entity.
Each Other Stock-Based Award shall be evidenced by an award agreement in such form as the
Administrator may determine.



          (b) Terms and Conditions. Subject to the provisions of the Plan, and subject to
compliance with the applicable requirements of section 409A of the Code, the Administrator shall
have the authority to determine the time or times at which Other Stock-Based Awards shall be made,
the number of shares of Stock or stock units and the like to be granted or covered pursuant to such
Plan Awards (subject to the provisions of Section 3) and all other terms and conditions of such
Plan Awards, including, but not limited to, whether such Plan Awards shall be subject to the
attainment of Performance Goals, and whether such Plan Awards shall be payable or paid in cash,
Stock or otherwise.



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



          (d) Dividend Equivalents on Plan Awards.



               (1) The Administrator may determine that a Participant to whom an Other Stock-Based Award is
granted shall be entitled to receive payment of the same amount of cash that such Participant would
have received as cash dividends if, on each record date during the performance or restriction
period relating to such Plan Award, such Participant had been the holder of record of a number of
shares of Stock



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subject to the Award (as adjusted pursuant to Section 10). Any such payment may be made at
the same time as and when dividends are paid to holders of Stock, provided, however, as determined
by the Administrator in its sole discretion, but subject to compliance with the applicable
requirements of section 409A of the Code, an Award Agreement may defer payment of all or certain
dividends until a later date. Such cash payments are hereinafter called “dividend equivalents”.




               (2) Notwithstanding the provisions of subsection (d)(1), the Administrator may determine
that, in lieu of receiving all or any portion of any such dividend equivalent in cash, a
Participant shall receive an award of whole shares of Stock having a Fair Market Value
approximately equal to the portion of such dividend equivalent that was not paid in cash.
Certificates for shares of Stock so awarded may be issued as of the payment date for the related
cash dividend or may be deferred until a later date, subject to the requirements of section 409A of
the Code, and the shares of Stock covered thereby may be subject to the terms and conditions of the
Plan Award to which it relates (including but not limited to the attainment of any Performance
Goals) and the terms and conditions of the Plan, all as determined by the Administrator in its sole
discretion.



               (3) No dividend equivalents shall relate to shares of Stock covered by an Option or Stock
Appreciation Right unless the right to the dividend equivalent is not contingent, directly or
indirectly, upon the exercise of the Option or Stock Appreciation Right and does not cause the
Option or Stock Appreciation Right to be subject to section 409A of the Code.



Section 6. AWARDS TO PARTICIPANTS OUTSIDE OF THE UNITED STATES




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



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Section 7. PAYMENT OF PLAN AWARDS AND CONDITIONS THEREON




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



          (b) Substitution of Shares. Notwithstanding the provisions of this subsection (b)
or any other provision of the Plan, but subject to compliance with the applicable requirements of
section 409A of the Code, the Administrator may specify that a Participant’s Plan Award shall not
be represented by certificates for shares of Stock but shall be represented by rights approximately
equivalent (as determined by the Administrator) to the rights that such Participant would have
received if certificates for shares of Stock had been issued in the name of such Participant in
accordance with subsection (a) (such rights being called “Stock Equivalents”). Subject to the
provisions of Section 10 and the other terms and provisions of the Plan, if the Administrator shall
so determine, each Participant who holds Stock Equivalents shall be entitled to receive the same
amount of cash that such Participant would have received as dividends if certificates for shares of
Stock had been issued in the name of such Participant pursuant to subsection (a) covering the
number of shares equal to the number of shares to which such Stock Equivalents relate.
Notwithstanding any other provision of the Plan to the contrary, the Stock Equivalents may, at the
option of the Administrator, be converted into an equivalent number of shares of Stock or, upon the
expiration of any restriction period imposed on such Stock Equivalents, into cash, under such
circumstances and in such manner as the Administrator may determine, subject to compliance with the
applicable requirements of section 409A of the Code.



          (c) Effect of Competitive Activity. Anything contained in the Plan to the contrary
notwithstanding, if the employment of any Participant shall terminate, for any reason other than
death, while any Plan Award granted to such Participant is outstanding hereunder, and such
Participant has not yet received the Stock covered by such Plan Award or otherwise received the
full benefit of such Plan Award, such Participant, if otherwise entitled thereto, shall receive
such Stock or benefit only if, during the entire period from the date of such Participant’s
termination to the date of such receipt, such Participant shall have (1) made himself or herself
available, upon request, at reasonable times and upon a reasonable basis, to consult with, supply
information to and otherwise cooperate with the Company or any Subsidiary with respect to any
matter that shall have been handled by him or her or under his or her supervision while he or she
was in the employ of the Company or of any Subsidiary, and (2) refrained from engaging in
any activity that is directly or indirectly in competition with any activity of the Company



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or any Subsidiary. In the event of a Participant’s failure to comply with any condition set forth in
this subsection (c), such Participant’s rights under any Plan Award shall be forfeited and
cancelled forthwith; provided, however, that the failure to comply with such condition may at any
time (whether before, at the time of or subsequent to termination of employment) be waived by the
Administrator upon its determination that in its sole judgment there shall not have been and will
not be any such substantial adverse effect.




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



          (e) Tax and Other Withholding. Prior to any distribution of cash, Stock or any other
benefit available under a Plan Award (including payments under Section 5(d) and Section 7(b)) to
any Participant, appropriate arrangements (consistent with the Plan and any rules adopted
hereunder) shall be made for the payment of any taxes and other amounts required to be withheld by
federal, state or local law. The Company shall have the right to withhold from any Plan Award
granted, any payment due under a Plan Award, or any other payment otherwise due by the Company to
the Participant, the amount of all federal, state or local taxes due in respect of a Plan Award or
any payment under a Plan Award, and to take any other action the Administrator deems necessary or
appropriate to satisfy any tax obligation incident to a Plan Award.



          (f) Substitution. The Administrator, in its sole discretion, but subject to
compliance with the applicable requirements of section 409A of the Code, may substitute a Plan
Award for another Plan Award or Plan Awards of the same or different type.



Section 8. NON-TRANSFERABILITY OF PLAN AWARDS




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



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



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Section 9. DESIGNATION OF BENEFICIARIES




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



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




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



          (b) Administrator Determinations. The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined by the Administrator in its sole
discretion. Any adjustment, substitution or change pursuant to this Section 10 made with respect to
a Stock Option intended to be an Incentive Stock Option shall be made only the extent consistent
with such intent, unless the Administrator determines otherwise. The Administrator shall not make
any adjustment, substitution or change pursuant to this Section 10 that would cause any award under
the Plan that is otherwise exempt from section 409A of the Code to become subject to section 409A
of the Code, or that would cause an award under the Plan that is subject to section 409A of the
Code to fail to satisfy any requirement under section 409A of the Code. Any such adjustment may
provide for the elimination of any fractional share which might otherwise become subject to a Plan
Award.



Section 11. ACCELERATION OF PAYMENT OR MODIFICATION OF PLAN AWARDS




          (a) Acceleration and Modification. The Administrator, in the event of the death of
a Participant or in any other circumstance, may accelerate distribution of any



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Plan Award in its entirety or in a reduced amount, in cash or in Stock, or
modify any Plan Award, in each case on such basis and in such manner as the Administrator may
determine in its sole discretion, but subject to compliance with the applicable requirements of
section 409A of the Code.




          (b) Change in Control. Notwithstanding any other provision of the Plan, but subject
to compliance with the applicable requirements of section 409A of the Code, unless the
Administrator determines otherwise at the time of grant, upon the occurrence of a Change in
Control, (1) any Plan Awards outstanding as of the date of such Change in Control, and that are not
then vested, shall become fully vested, and (2) any restrictions or other conditions applicable to
any outstanding Awards shall lapse, and such Plan Awards shall become free of all restrictions and
conditions. Notwithstanding the foregoing, if a successor corporation or other entity as
contemplated in clause (i) or (ii) of Section 1(b)(5) hereof agrees to assume the outstanding Plan
Awards or to substitute substantially equivalent awards, then the outstanding Plan Awards issued
hereunder shall not be immediately exercisable, but shall remain exercisable in accordance with the
terms of the Plan and the applicable award agreements.



Section 12. RIGHTS AS A STOCKHOLDER




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



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




          (a) Term. Unless terminated earlier pursuant to subsection (b), the Plan shall
terminate on the tenth (10th) anniversary of the effective date of the Plan.



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



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



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



          (e) Amendment for Changes in Law; Amendment to Avoid Section 409A Violations.
Notwithstanding the foregoing provisions, the Board and Administrator shall have the authority to
amend outstanding Plan Awards and the Plan to take into account changes in law and tax and
accounting rules as well as other developments, and to grant Plan Awards that qualify for
beneficial treatment under such rules, without stockholder approval (unless otherwise required by
law or the applicable rules of any securities exchange on which the Stock is then traded) and
without Participant consent. Further, and without limiting the generality of the foregoing, the
Board and the Administrator shall have the right to amend the Plan and any outstanding Plan Awards
or adopt other policies and procedures applicable to the Plan and Plan Awards (including
amendments, policies and procedures with retroactive effect) without Participant consent as may be
necessary or appropriate to comply with the requirements of section 409A of the Code or an
exemption thereto, even if the amendment reduces, restricts or eliminates rights granted under the
Plan or the Plan Award prior to the amendment.



Section 14. INDEMNIFICATION AND EXCULPATION




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



          (b) Exculpation. Each member of the Board and the Administrator, and each officer
and employee of the Company, shall be fully justified in relying or acting in good faith upon any
information furnished in connection with the administration of the Plan by any appropriate person
or persons other than such person. In no event shall any person who is or shall have been a member
of the Board, or the Administrator, or an officer or employee of the Company, be held liable for
any determination made or other action taken or any omission to act in reliance upon any such information, or for



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any action (including the furnishing of information) taken or any
failure to act, if in good faith.




Section 15. EXPENSES OF PLAN




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



Section 16. FINALITY OF DETERMINATIONS




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



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




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



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



Section 18. GOVERNING LAW AND CONSTRUCTION




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



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Section 19. SECURITIES AND STOCK EXCHANGE REQUIREMENTS




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



          (b) Registration, Listing and Qualification of Shares of Common Stock.
Notwithstanding any other provision of the Plan, if at any time the Administrator shall determine
that the registration, listing or qualification of the Stock covered by a Plan Award upon any
securities exchange or under any foreign, federal, state or local law or practice, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Plan Award or the purchase or receipt of Stock in connection
therewith, no Stock may be purchased, delivered or received pursuant to such Plan Award unless and
until such registration, listing, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Administrator. Any person receiving or
purchasing Stock pursuant to a Plan Award shall make such representations and agreements and
furnish such information as the Administrator may request to assure compliance with the foregoing
or any other applicable legal requirements. The Company shall not be required to issue or deliver
any certificate or certificates for Stock under the Plan prior to the Administrator’s determination
that all related requirements have been fulfilled. The Company shall in no event be obligated to
register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any
other action in order to cause the issuance and delivery of such certificates to comply with any
such law, regulation, or requirement.



Section 20. SECTION 409A OF THE CODE




          (a) Section 409A. It is the intention of the Company that the Options, Stock Appreciation
Rights, and Other Stock-Based Awards (and any combination of the foregoing) issued under the Plan
will be exempt from, or will comply with the requirements of, section 409A of the Code, and the
Plan and the terms and conditions of all Plan Awards shall be interpreted, construed and
administered consistent with such intent.



          (b) No Indemnity. Although the Company intends to administer the Plan and the Plan Awards in
compliance with section 409A of the Code or an exemption thereto, the Company does not warrant that
the terms of any Plan Award or the Company’s administration thereof will be exempt from, or will
comply with the requirements of, section 409A of the Code. The Company shall not be liable to any



16









 




Participant or any other person for any tax, interest, or penalties that the person may incur
as a result of a Plan Award or the Company’s administration thereof not satisfying any of the
requirements of Section 409A







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