METROPOLITAN
        HEALTH NETWORKS, INC.

       

      OMNIBUS
        EQUITY COMPENSATION PLAN


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      TABLE
        OF CONTENTS

       

      
        	
                ARTICLE
                  I

              	
                GENERAL
                  PROVISIONS

              	
                1

              
	 	 	 
	
                ARTICLE
                  II

              	
                DEFINITIONS

              	
                1

              
	 	 	 
	
                ARTICLE
                  III

              	
                ADMINISTRATION

              	
                5

              
	 	 	 
	
                ARTICLE
                  IV

              	
                INCENTIVE
                  STOCK OPTIONS

              	
                9

              
	 	 	 
	
                ARTICLE
                  V

              	
                NONQUALIFIED
                  STOCK OPTIONS

              	
                10

              
	 	 	 
	
                ARTICLE
                  VI

              	
                STOCK
                  APPRECIATION RIGHTS

              	
                11

              
	 	 	 
	
                ARTICLE
                  VII

              	
                INCIDENTS
                  OF STOCK OPTIONS AND STOCK RIGHTS

              	
                12

              
	 	 	 
	
                ARTICLE
                  VIII

              	
                RESTRICTED
                  STOCK

              	
                14

              
	 	 	 
	
                ARTICLE
                  IX

              	
                DEFERRED
                  STOCK

              	
                16

              
	 	 	 
	
                ARTICLE
                  X

              	
                STOCK
                  AWARDS

              	
                17

              
	 	 	 
	
                ARTICLE
                  XI

              	
                PERFORMANCE
                  SHARES

              	
                18

              
	 	 	 
	
                ARTICLE
                  XII

              	
                OTHER
                  STOCK-BASED AWARDS

              	
                19

              
	 	 	 
	
                ARTICLE
                  XIII

              	
                ACCELERATION
                  EVENTS

              	
                21

              
	 	 	 
	
                ARTICLE
                  XIV

              	
                AMENDMENT
                  AND TERMINATION

              	
                23

              
	 	 	 
	
                ARTICLE
                  XV

              	
                MISCELLANEOUS
                  PROVISIONS

              	
                23

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ARTICLE
        I

       

      GENERAL
        PROVISIONS

       

      1.1 The
        Plan
        is designed for the benefit of the directors, executives and key employees
        of
        the Company (i) to attract and retain for the Company personnel of exceptional
        ability; (ii) to motivate such personnel through added incentives to make
        a
        maximum contribution to greater profitability; (iii) to develop and maintain
        a
        highly competent management team; and (iv) to be competitive with other
        companies with respect to executive compensation.

       

      1.2 Awards
        under the Plan may be made to Participants in the form of (i) Incentive Stock
        Options; (ii) Nonqualified Stock Options; (iii) Stock Appreciation Rights;
        (iv)
        Restricted Stock; (v) Deferred Stock; (vi) Stock Awards; (vii) Performance
        Shares; (viii) Other Stock-Based Awards; and (ix) other forms of equity-based
        compensation as may be provided and are permissible under this Plan and the
        law.

       

      1.3 The
        Plan
        shall be effective November 5, 2004 (the "Effective Date"), subject to the
        approval of the Plan by a majority of the votes cast by the holders of the
        Company’s Common Stock, which may be voted at the next annual or special
        shareholder’s meeting. Any Awards granted under the Plan prior to such approval
        shall be effective when made (unless otherwise specified by the Committee
        at the
        time of grant) but shall be conditioned on, and subject to, the approval
        of the
        Plan by the Company’s shareholders.

       

      ARTICLE
        II

       

      DEFINITIONS

       

      Except
        where the context otherwise indicates, the following definitions
        apply:

       

      2.1 "Acceleration
        Event" means the occurrence of an event defined in Article XIII of the
        Plan.

       

      2.2 "Act"
        means the Securities Exchange Act of 1934, as amended.

       

      2.3 "Agreement"
        means the written agreement evidencing each Award granted to a Participant
        under
        the Plan.

       

      2.4 "Award"
        means an award granted to a Participant in accordance with the provisions
        of the
        Plan, including, but not limited to, a Stock Option, Stock Right, Restricted
        or
        Deferred Stock, Stock Award, Performance Share, Other Stock-Based Award,
        or any
        combination of the foregoing.

       

      2.5 "Board"
        means the Board of Directors of the Company. 

       

      2.6 "Change
        in Control" shall have the meaning set forth in Section 13.2 of the
        Plan.


      
        
           

        

        
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      2.7 "Change
        in Control Price" shall have the meaning set forth in Section 13.7 of the
        Plan.

       

      2.8 "Code"
        means the Internal Revenue Code of 1986, as amended.

       

      2.9 "Committee"
        means the Compensation Committee of the Board.

       

      2.10 "Company"
        means Metropolitan Health Networks, Inc., a Florida corporation.

       

      2.11 "Deferral
        Period" means the period commencing on the date an Award of Deferred Stock
        is
        granted and ending on such date as the Committee shall determine.

       

      2.12 "Deferred
        Stock" means the stock awarded under Article IX of the Plan.

       

      2.13 "Disability"
        means disability as determined under procedures established by the Committee
        or
        in any Award.

       

      2.14 "Discount
        Stock Options" means the Nonqualified Stock Options, which provide for an
        exercise price of less than the Fair Market Value of the Stock at the date
        of
        the Award.

       

      2.15 "Early
        Retirement" means retirement from active employment with the Company, with
        the
        express consent of the Committee, pursuant to the early retirement provisions
        established by the Committee or in any Award.

       

      2.16 "Effective
        Date" shall have the meaning set forth in Section 1.3 of the Plan.

       

      2.17 "Elective
        Deferral Period" shall have the meaning set forth in Section 9.3 of the
        Plan.

       

      2.18 "Eligible
        Participant" means any director, executive or key employee of the Company,
        as
        shall be determined by the Committee, as well as any other person whose
        participation the Committee determines is in the best interest of the Company,
        subject to limitations as may be provided by the Code, the Act or the Committee.
        For purposes of Article IV and Incentive Stock Options that may be granted
        hereunder, the term "Eligible Participant" shall be limited to an executive
        or
        other key employee meeting the qualifications for receipt of an Incentive
        Stock
        Option under the provisions of Section 422 of the Code. 

       

      2.19 "ERISA"
        means the Employee Retirement Income Security Act of 1974, as amended.


       

      2.20 "Fair
        Market Value" means, with respect to any given day, (a) if the Company's
        Common
        Stock is traded on the American Stock Exchange or another national exchange
        or
        is quoted on the National or SmallCap Market of The Nasdaq Stock Market,
        Inc.("Nasdaq"), then the closing or last sale price, respectively, reported
        on
        such day, or if the Stock was not traded on such day, the closing or last
        sale
        price on the next day on which the Stock was traded, all as reported by such
        source as the Committee may select; or (b) if the Company's Common Stock
        is not
        traded on the American Stock Exchange or another national exchange or on
        the
        Nasdaq but is traded on the NASD OTC Bulletin Board (the “Bulletin Board”), then
        the last sale price, or, if a last sale price is not quoted, the mean between
        the closing bid and asked prices for the Common Stock on such day, or, if
        no bid
        or ask price information is available on such day then the last sale price
        or
        the closing bid and asked prices on the next day on which such information
        becomes available, all as reported by such source as the Committee may select.
        The Committee may establish an alternative method of determining Fair Market
        Value.


      
        
           

        

        
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      2.21 "Incentive
        Stock Option" means a Stock Option granted under Article IV of the Plan,
        and as
        defined in Section 422 of the Code. 

       

      2.22 "Limited
        Stock Appreciation Rights" means a Stock Right which is exercisable only
        in the
        event of a Change in Control, as described in Section 6.8 of this Plan, which
        provides for an amount payable solely in cash, equal to the excess of the
        Stock
        Appreciation Right Fair Market Value of a share of Stock on the day the Stock
        Right is surrendered over the price at which a Participant could exercise
        a
        related Stock Option to purchase the share of Stock.

       

      2.23 "Nonqualified
        Stock Option" means a Stock Option granted under Article V of the
        Plan.

       

      2.24 "Normal
        Retirement" means retirement from active employment with the Company or any
        Subsidiary on or after age 65, or pursuant to such other requirements as
        may be
        established by the Committee or in any Award.

       

      2.25 "Option
        Grant Date" means, as to any Stock Option, the latest of:

       

      (a) the
        date
        on which the Committee grants the Stock Option to the Participant;

       

      (b) the
        date
        the Participant receiving the Stock Option becomes an employee of the Company
        or
        its Subsidiaries, to the extent employment status is a condition of the grant
        or
        a requirement of the Code or the Act; or

       

      (c) such
        other date (other than the dates described in (i) and (ii) above) as the
        Committee may designate. 

       

      2.26 "Other
        Stock-Based Award" means an Award under Article XII of the Plan that is valued
        in whole or in part by reference to, or is otherwise based on,
        Stock.

       

      2.27 "Participant"
        means an Eligible Participant to whom an Award of equity-based compensation
        has
        been granted and who has entered into an Agreement evidencing the
        Award.

       

      2.28 "Performance
        Share" means an Award under Article XI of the Plan of a unit valued by reference
        to a designated number of shares of Stock, which value may be paid to the
        Participant by delivery of such property as the Committee shall determine,
        including, without limitation, cash, Stock, or any combination thereof, upon
        achievement of such Performance Objectives during the Performance Period
        as the
        Committee shall establish at the time of such Award or thereafter. 

       

      2.29 "Performance
        Objectives" shall have the meaning set forth in Article XI of the
        Plan.


      
        
           

        

        
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      2.30 "Performance
        Period" shall have the meaning set forth in Article XI of the Plan.

       

      2.31 "Plan"
        means the Metropolitan Health Networks, Inc. Omnibus Equity Compensation
        Plan,
        as amended from time to time. 

       

      2.32 “Related
        Stock Appreciation Right” shall have the meaning set forth in Section 6.1 of the
        Plan.

       

      2.33 "Restricted
        Stock" means an Award of Stock under Article VIII of the Plan, which Stock is
        issued with the restriction that the holder may not sell, transfer, pledge,
        or
        assign such Stock and with such other restrictions as the Committee, in its
        sole
        discretion, may impose (including, without limitation, any restriction on
        the
        right to vote such Stock, and the right to receive any cash dividends), which
        restrictions may lapse separately or in combination at such time or times,
        in
        installments or otherwise, as the Committee may deem appropriate. 

       

      2.34 "Restriction
        Period" means the period commencing on the date an Award of Restricted Stock
        is
        granted and ending on such date as the Committee shall determine.

       

      2.35 "Retirement"
        means Normal or Early Retirement.

       

      2.36 "Stock"
        means shares of common stock par value $0.001 per share of the Company, as
        may
        be adjusted pursuant to the provisions of Section 3.11. 

       

      2.37 "Stock
        Appreciation Right" means a Stock Right, as described in Article VI of this
        Plan, which provides for an amount payable in Stock and/or cash, as determined
        by the Committee, equal to the excess of the Fair Market Value of a share
        of
        Stock on the day the Stock Right is exercised over the price at which the
        Participant could exercise a related Stock Option to purchase the share of
        Stock.

       

      2.38 "Stock
        Appreciation Right Fair Market Value" means a value established by the Committee
        for the exercise of a Stock Appreciation Right or a Limited Stock Appreciation
        Right. 

       

      2.39 "Stock
        Award" means an Award of Stock granted in payment of compensation, as provided
        in Article X of the Plan. 

       

      2.40 "Stock
        Option" means an Award under Article IV or V of the Plan of an option to
        purchase Stock. A Stock Option may be either an Incentive Stock Option or
        a
        Nonqualified Stock Option. 

       

      2.41 "Stock
        Right" means an Award under Article VI of the Plan. A Stock Right may be
        either
        a Stock Appreciation Right or a Limited Stock Appreciation Right.

       

      2.42 "Termination
        of Employment" means the discontinuance of employment of a Participant with
        the
        Company. The determination of whether a Participant has discontinued employment
        shall be made by the Committee in its discretion. In determining whether
        a
        Termination of Employment has occurred, the Committee may provide that service
        as a consultant or service with a business enterprise in which the Company
        has a
        significant ownership interest shall be treated as employment with the Company.
        The Committee shall have the discretion, exercisable either at the time the
        Award is granted or at the time the Participant terminates employment, to
        establish as a provision applicable to the exercise of one or more Awards
        that
        during the limited period of exercisability following Termination of Employment,
        the Award may be exercised not only with respect to the number of shares
        of
        Stock for which it is exercisable at the time of the Termination of Employment
        but also with respect to one or more subsequent installments for which the
        Award
        would have become exercisable had the Termination of Employment not occurred.
        


      
        
           

        

        
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      ARTICLE
        III

       

      ADMINISTRATION

       

      3.1 This
        Plan
        shall be administered by the Committee. Members of the Committee may vote
        on any
        matters affecting the administration of the Plan or the grant of Awards pursuant
        to the Plan, except that no such member shall act upon the granting of an
        Award
        to himself or herself, but any such member may be counted in determining
        the
        existence of a quorum at any meeting of the Committee or Board during which
        action is taken with respect to the granting of an Award to such member.
        The
        Committee, in its discretion, may delegate to one or more of its members
        such of
        its powers, as it deems appropriate. The Committee also may limit the power
        of
        any member to the extent necessary to comply with Rule 16b-3 under the Act
        or
        any other law. The Board, in its discretion, may require that all or any
        final
        actions or determinations by the Committee be made by or be subject to approval
        or ratification by the Board before becoming effective. To the extent all
        or any
        decisions, actions, or determinations relating to the administration of the
        Plan
        are made by the Board, the Board shall have all power and authority granted
        to
        the Committee in this Article and otherwise in this Plan, and for these
        purposes, all references to the "Committee" herein shall be deemed to include
        the Board.

       

      3.2 The
        Committee shall meet at such times and places as it determines. A majority
        of
        its members shall constitute a quorum, and the decision of a majority of
        those
        present at any meeting at which a quorum is present shall constitute the
        decision of the Committee. A unanimous consent signed by all of the members
        of
        the Committee shall constitute the decision of the Committee without necessity,
        in such event, for holding an actual meeting.

       

      3.3 The
        Committee shall have the exclusive right to interpret, construe and administer
        the Plan, to select the persons who are eligible to receive an Award, and
        to act
        in all matters pertaining to the granting of an Award and the contents of
        the
        Agreement evidencing the Award, including, without limitation, the determination
        of the number of Stock Options, Stock Rights, shares of Stock or Performance
        Shares subject to an Award and the form, terms, conditions and duration of
        each
        Award, and any amendment thereof consistent with the provisions of the Plan.
        All
        acts, determinations and decisions of the Committee made or taken pursuant
        to
        grants of authority under the Plan or with respect to any questions arising
        in
        connection with the administration and interpretation of the Plan, including
        the
        severability of any and all of the provisions thereof, shall be conclusive,
        final and binding upon all Participants, Eligible Participants and their
        beneficiaries.

       

      3.4 The
        Committee may adopt such rules, regulations and procedures of general
        application for the administration of this Plan, as it deems
        appropriate.

       

      3.5 Without
        limiting the foregoing Sections 3.1, 3.2, 3.3 and 3.4, and notwithstanding
        any
        other provisions of the Plan, the Committee is authorized to take such action
        as
        it determines to be necessary or advisable, and fair and equitable to
        Participants, with respect to an Award in the event of an Acceleration Event
        as
        defined in Article XIII. Such action may include, but shall not be limited
        to,
        establishing, amending or waiving the forms, terms, conditions and duration
        of
        an Award and the Award Agreement, so as to provide for earlier, later, extended
        or additional times for exercise or payments, differing methods for calculating
        payments, alternate forms and amounts of payment, an accelerated release
        of
        restrictions or other modifications. The Committee may take such actions
        pursuant to this Section 3.5 by adopting rules and regulations of general
        applicability to all Participants or to certain categories of Participants,
        by
        including, amending or waiving terms and conditions in an Award and the Award
        Agreement, or by taking action with respect to individual Participants.



      
        
           

        

        
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      3.6 The
        aggregate number of shares of Stock, which are reserved for issuance under
        the
        Plan, shall be 9,000,000. The aggregate number of shares of stock reserved
        for
        issuance under the plan shall be adjusted in accordance with Section
        3.11.

       

      (a) If,
        for
        any reason, any shares of Stock or Performance Shares awarded or subject
        to
        purchase under the Plan are not delivered or purchased, or are reacquired
        by the
        Company, for reasons including, but not limited to, a forfeiture of Restricted
        Stock or termination, expiration or cancellation of a Stock Option, Stock
        Right
        or Performance Share, or any other termination of an Award without payment
        being
        made in the form of Stock (whether or not Restricted Stock), such shares
        of
        Stock or Performance Shares shall not be charged against the aggregate number
        of
        shares of Stock available for Award under the Plan, and shall again be available
        for Award under the Plan.

       

      (b) For
        all
        purposes under the Plan, each Performance Share awarded shall be counted
        as one
        share of Stock subject to an Award.

       

      (c) To
        the
        extent a Stock Right granted in connection with a Stock Option is exercised
        without payment being made in the form of Stock (whether or not Restricted
        Stock), the shares of Stock which otherwise would have been issued upon the
        exercise of such related Stock Option shall not be charged against the aggregate
        number of shares of Stock subject to an Award under the Plan, and shall again
        be
        available for Award under the Plan. 

       

      3.7 Each
        Award granted under the Plan shall be evidenced by a written Award Agreement.
        Each Award Agreement shall be subject to and incorporate (by reference or
        otherwise) the applicable terms and conditions of the Plan, and any other
        terms
        and conditions (not inconsistent with the Plan) required by the Committee.
        

       

      3.8 The
        Company shall not be required to issue or deliver any certificates for shares
        of
        Stock prior to:

       

      (a) the
        listing of such shares on any stock exchange on which the Stock may then
        be
        listed; and

       

      (b) the
        completion of any registration or qualification of such shares of Stock under
        any federal or state law, or any ruling or regulation of any government body
        which the Company shall, in its discretion, determine to be necessary or
        advisable.


      
        
           

        

        
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      3.9 All
        certificates for shares of Stock delivered under the Plan shall also be subject
        to such stop-transfer orders and other restrictions as the Committee may
        deem
        advisable under the rules, regulations, and other requirements of the Securities
        and Exchange Commission, any stock exchange upon which the Stock is then
        listed
        and any applicable federal or state laws, and the Committee may cause a legend
        or legends to be placed on any such certificates to make appropriate reference
        to such restrictions. In making such determination, the Committee may rely
        upon
        an opinion of counsel for the Company.

       

      3.10 Subject
        to the restrictions on Restricted Stock, as provided in Article VIII of the
        Plan
        and in the Restricted Stock Award Agreement, each Participant who receives
        an
        Award of Restricted Stock shall have all of the rights of a shareholder with
        respect to such shares of Stock, including the right to vote the shares to
        the
        extent, if any, such shares possess voting rights and receive dividends and
        other distributions. Except as provided otherwise in the Plan or in an Award
        Agreement, no Participant awarded a Stock Option, Stock Right, Deferred Stock,
        Stock Award or Performance Share shall have any right as a shareholder with
        respect to any shares of Stock covered by his or her Stock Option, Stock
        Right,
        Deferred Stock, Stock Award or Performance Share prior to the date of issuance
        to him or her of a certificate or certificates for such shares of
        Stock.

       

      3.11 If
        any
        reorganization, recapitalization, reclassification, stock split-up, stock
        dividend, or consolidation of shares of Stock, merger or consolidation of
        the
        Company or its Subsidiaries or sale or other disposition by the Company or
        its
        Subsidiaries of all or a portion of its assets, any other change in the
        Company's or its Subsidiaries' corporate structure, or any distribution to
        shareholders other than a cash dividend results in the outstanding shares
        of
        Stock, or any securities exchanged therefor or received in their place, being
        exchanged for a different number or class of shares of Stock or other securities
        of the Company, or for shares of Stock or other securities of any other Company;
        or new, different or additional shares or other securities of the Company
        or of
        any other Company being received by the holders of outstanding shares of
        Stock,
        then equitable adjustments shall be made by the Committee in:

       

      (a) the
        limitation of the aggregate number of shares of Stock that may be awarded
        as set
        forth in Sections 3.6, 3.16, and 4.1(e) (to the extent permitted under Section
        422 of the Code) of the Plan;

       

      (b) the
        number of shares and class of Stock that may be subject to an Award, and
        which
        have not been issued or transferred under an outstanding Award;

       

      (c) the
        purchase price to be paid per share of Stock under outstanding Stock Options
        and
        the number of shares of Stock to be transferred in settlement of outstanding
        Stock Rights; and

       

      (d) the
        terms, conditions or restrictions of any Award and Award Agreement, including
        the price payable for the acquisition of Stock; provided, however, that all
        adjustments made as the result of the foregoing in respect of each Incentive
        Stock Option shall be made so that such Stock Option shall continue to be
        an
        Incentive Stock Option, as defined in Section 422 of the Code.

       

      3.12 In
        addition to such other rights of indemnification as they may have as directors
        or as members of the Committee, the members of the Committee shall be
        indemnified by the Company against reasonable expenses, including attorney's
        fees, actually and necessarily incurred in connection with the defense of
        any
        action, suit or proceeding, or in connection with any appeal therein, to
        which
        they or any of them may be a party by reason of any action taken or failure
        to
        act under or in connection with the Plan or any Award granted thereunder,
        and
        against all amounts paid by them in settlement thereof (provided such settlement
        is approved by independent legal counsel selected by the Company) or paid
        by
        them in satisfaction of a judgment or settlement in any such action, suit
        or
        proceeding, except as to matters as to which the Committee member has been
        negligent or engaged in misconduct in the performance of his duties; provided,
        that within sixty (60) days after institution of any such action, suit or
        proceeding, a Committee member shall in writing offer the Company the
        opportunity, at its own expense, to handle and defend the same.


      
        
           

        

        
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      3.13 The
        Committee may require each person purchasing shares of Stock pursuant to
        a Stock
        Option or other Award under the Plan to represent to and agree with the Company
        in writing that he is acquiring the shares of Stock without a view to
        distribution thereof. The certificates for such shares of Stock may include
        any
        legend, which the Committee deems appropriate to reflect any restrictions
        on
        transfer.

       

      3.14 The
        Committee shall be authorized to make adjustments in performance based criteria
        or in the terms and conditions of other Awards in recognition of unusual
        or
        nonrecurring events affecting the Company or its financial statements or
        changes
        in applicable laws, regulations or accounting principles. The Committee may
        correct any defect, supply any omission or reconcile any inconsistency in
        the
        Plan or any Award Agreement in the manner and to the extent it shall deem
        desirable to carry it into effect. In the event the Company (or any Subsidiary,
        if applicable) shall assume outstanding employee benefit awards or the right
        or
        obligation to make future such awards in connection with the acquisition
        of
        another Company or business entity, the Committee may, in its discretion,
        make
        such adjustments in the terms of Awards under the Plan as it shall deem
        appropriate.

       

      3.15 The
        Committee shall have full power and authority to determine whether, to what
        extent and under what circumstances, any Award shall be canceled or suspended.
        In particular, but without limitation, all outstanding Awards to any Participant
        shall be canceled if (a) the Participant, without the consent of the Committee,
        while employed by the Company or after termination of such employment, becomes
        associated with, employed by, renders services to, or owns any interest in
        (other than any nonsubstantial interest, as determined by the Committee),
        any
        business that is in competition with the Company or with any business in
        which
        the Company has a substantial interest as determined by the Committee; or
        (b) is
        terminated for cause as determined by the Committee.

       

      3.16 Subject
        to the limitations of Section 3.6, the maximum number of shares of Stock
        with
        respect to which an Award or Awards of Stock Options and/or Stock Rights
        under
        the Plan may be granted during any calendar year to any participant shall
        be
        five hundred thousand (500,000) shares. 


      
        
           

        

        
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      ARTICLE
        IV

       

      INCENTIVE
        STOCK OPTIONS

       

      4.1 Each
        provision of this Article IV and of each Incentive Stock Option granted
        hereunder shall be construed in accordance with the provisions of Section
        422 of
        the Code, and any provision hereof that cannot be so construed shall be
        disregarded. Incentive Stock Options shall be granted only to Eligible
        Participants, each of whom may be granted one or more such Incentive Stock
        Options at such time or times determined by the Committee following the
        Effective Date until November 5, 2014, subject to the following
        conditions:

       

      (a) The
        Incentive Stock Option price per share of Stock shall be set in the Award
        Agreement, but shall not be less than one hundred percent (100%) of the Fair
        Market Value of the Stock at the time of the Option Grant Date.

       

      (b) The
        Incentive Stock Option and its related Stock Right, if any, may be exercised
        in
        full or in part from time to time within ten (10) years from the Option Grant
        Date, or such shorter period as may be specified by the Committee in the
        Award;
        provided, that in any event, the Incentive Stock Option and related Stock
        Right
        shall lapse and cease to be exercisable upon, or within such period following,
        a
        Termination of Employment as shall have been determined by the Committee
        and as
        specified in the Incentive Stock Option Award Agreement or its related Stock
        Right Award Agreement; provided, however, that such period following a
        Termination of Employment shall not exceed three (3) months unless employment
        shall have terminated:

       

      (i) as
        a
        result of death or Disability, in which event, such period shall not exceed
        one
        year after the date of death or Disability; and

       

      (ii) as
        a
        result of death, if death shall have occurred following a Termination of
        Employment and while the Incentive Stock Option or Stock Right was still
        exercisable, in which event, such period shall not exceed one year after
        the
        date of death;

       

      provided,
        further, that such period following a Termination of Employment shall in
        no
        event extend the original exercise period of the Incentive Stock Option or
        any
        related Stock Right.

       

      (c) The
        aggregate Fair Market Value, determined as of the Option Grant Date, of the
        shares of Stock with respect to which Incentive Stock Options are exercisable
        for the first time during any calendar year by any Eligible Participant shall
        not exceed one hundred thousand dollars ($100,000); provided, however, to
        the
        extent permitted under Section 422 of the Code:

       

      (i) if
        a
        Participant's employment is terminated by reason of death, Disability or
        Retirement and the portion of any Incentive Stock Option that is otherwise
        exercisable during the post-termination period applied without regard to
        the one
        hundred thousand dollar ($100,000) limitation contained in Section 422 of
        the
        Code is greater than the portion of such option that is immediately exercisable
        as an Incentive Stock Option during such post-termination period under Section
        422, such excess shall be treated as a Nonqualified Stock Option;
        and


      
        
           

        

        
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      (ii) if
        the
        exercise of an Incentive Stock Option is accelerated by reason of an
        Acceleration Event, any portion of such Award that is not exercisable as
        an
        Incentive Stock Option by reason of the one hundred thousand dollar ($100,000)
        limitation contained in Section 422 of the Code shall be treated as a
        Nonqualified Stock Option.

       

      (d) Incentive
        Stock Options shall be granted only to an Eligible Participant who, at the
        time
        of the Option Grant Date, does not own Stock possessing more than 10% of
        the
        total combined voting power of all classes of stock of the Company; provided,
        however, the foregoing restriction shall not apply if at the time of the
        Option
        Grant Date the option price is at least one hundred ten percent (110%) of
        the
        Fair Market Value of the Stock subject to the Incentive Stock Option and
        such
        Incentive Stock Option by its terms is not exercisable after the expiration
        of
        five (5) years from the Option Grant Date.

       

      (e) The
        Committee may adopt any other terms and conditions which it determines should
        be
        imposed for the Incentive Stock Option to qualify under Section 422 of the
        Code,
        as well as any other terms and conditions not inconsistent with this Article
        IV
        as determined by the Committee.

       

      4.2 The
        Committee may at any time offer to buy out for a payment in cash, Stock,
        Deferred Stock or Restricted Stock an Incentive Stock Option previously granted,
        based on such terms and conditions as the Committee shall establish and
        communicate to the Participant at the time that such offer is made.

       

      4.3 If
        the
        Incentive Stock Option Award Agreement so provides, the Committee may require
        that all or part of the shares of Stock to be issued upon the exercise of
        an
        Incentive Stock Option shall take the form of Deferred or Restricted Stock,
        which shall be valued on the date of exercise, as determined by the Committee,
        on the basis of the Fair Market Value of such Deferred Stock or Restricted
        Stock
        determined without regard to the deferral limitations and/or forfeiture
        restrictions involved.

       

      ARTICLE
        V

       

      NONQUALIFIED
        STOCK OPTIONS

       

      5.1 One
        or
        more Stock Options may be granted as Nonqualified Stock Options to Eligible
        Participants to purchase shares of Stock at such time or times determined
        by the
        Committee, following the Effective Date, subject to the terms and conditions
        set
        forth in this Article V.

       

      5.2 The
        Nonqualified Stock Option price per share of Stock shall be established in
        the
        Award Agreement and may be less than one hundred percent (100%) of the Fair
        Market Value at the time of the grant, or at such later date as the Committee
        shall determine. 

       

      5.3 The
        Nonqualified Stock Option and its related Stock Right, if any, may be exercised
        in full or in part from time to time within such period as may be specified
        by
        the Committee or in the Award Agreement; provided, that, in any event, the
        Nonqualified Stock Option and the related Stock Right shall lapse and cease
        to
        be exercisable upon, or within such period following, Termination of Employment
        as shall have been determined by the Committee and as specified in the
        Nonqualified Stock Option Award Agreement or Stock Right Award Agreement;
        provided, however, that such period following Termination of Employment shall
        not exceed three (3) months unless employment shall have
        terminated:


      
        
           

        

        
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      (a) as
        a
        result of Retirement or Disability, in which event, such period shall not
        exceed
        one year after the date of Retirement or Disability, or within such longer
        period as the Committee may specify; and

       

      (b) as
        a
        result of death, or if death shall have occurred following a Termination
        of
        Employment and while the Nonqualified Stock Option or Stock Right was still
        exercisable, in which event, such period may exceed one year after the date
        of
        death, as provided by the Committee or in the Award Agreement.

       

      5.4 The
        Nonqualified Stock Option Award Agreement may include any other terms and
        conditions not inconsistent with this Article V or with Article VII, as
        determined by the Committee.

       

      ARTICLE
        VI

       

      STOCK
        APPRECIATION RIGHTS

       

      6.1 A
        Stock
        Appreciation Right may be granted to an Eligible Participant in connection
        with
        an Incentive Stock Option or a Nonqualified Stock Option granted under Article
        IV or Article V of this Plan (a “Related Stock Appreciation Right”), or may be
        granted independent of any related Incentive or Nonqualified Stock
        Option.

       

      6.2 A
        Related
        Stock Appreciation Right shall entitle a holder of a Stock Option, within
        the
        period specified for the exercise of the Stock Option, to surrender the
        unexercised Stock Option (or a portion thereof) and to receive in exchange
        therefor a payment in cash or shares of Stock having an aggregate value equal
        to
        the amount by which the Fair Market Value of each share of Stock exceeds
        the
        Stock Option price per share of Stock, times the number of shares of Stock
        under
        the Stock Option, or portion thereof, which is surrendered.

       

      6.3 Each
        Related Stock Appreciation Right granted hereunder shall be subject to the
        same
        terms and conditions as the related Stock Option, including limitations on
        transferability, if any, and shall be exercisable only to the extent such
        Stock
        Option is exercisable and shall terminate or lapse and cease to be exercisable
        when the related Stock Option terminates or lapses. The grant of a Related
        Stock
        Appreciation Right related to an Incentive Stock Option must be concurrent
        with
        the grant of the Incentive Stock Option. With respect to Nonqualified Stock
        Options, the grant of a Related Stock Appreciation Right either may be
        concurrent with the grant of the Nonqualified Stock Option, or subsequent
        to the
        grant of the Nonqualified Stock Option, in connection with a Nonqualified
        Stock
        Option previously granted under Article V, which is unexercised and has not
        terminated or lapsed. 

       

      6.4 The
        Committee shall have the sole discretion to determine, in each case whether
        the
        payment with respect to the exercise of a Stock Appreciation Right shall
        be made
        in the form of all cash, all Stock, or any combination thereof. If payment
        is to
        be made in Stock, the number of shares of Stock shall be determined based
        on the
        Fair Market Value of the Stock on the date of exercise of the Stock Appreciation
        Right. If the Committee elects to make full payment in Stock, no fractional
        shares of Stock shall be issued and cash payments shall be made in lieu of
        fractional shares.


      
        
           

        

        
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      6.5 The
        Committee shall have sole discretion as to the timing of any payment made
        in
        cash, Stock, or a combination thereof upon exercise of a Stock Appreciation
        Right. Payment may be made in a lump sum, in annual installments or may be
        otherwise deferred and the Committee shall have sole discretion to determine
        whether any deferred payments may bear amounts equivalent to interest or
        cash
        dividends. 

       

      6.6 Upon
        the
        exercise of a Related Stock Appreciation Right, the number of shares of Stock
        subject to exercise under any related Stock Option shall automatically be
        reduced by the number of shares of Stock represented by the Stock Option
        or
        portion thereof which is surrendered.

       

      6.7 The
        Committee, in its sole discretion, may also provide that, in the event of
        a
        Change in Control, the amount to be paid upon the exercise of a Stock
        Appreciation Right or Limited Stock Appreciation Right shall be based on
        the
        Change in Control Price, subject to such terms and conditions as the Committee
        may specify at grant. 

       

      6.8 In
        its
        sole discretion, the Committee may grant Limited Stock Appreciation Rights
        under
        this Article VI. Limited Stock Appreciation Rights shall become exercisable
        only
        in the event of a Change in Control, subject to such terms and conditions
        as the
        Committee, in its sole discretion, may specify at grant. Such Limited Stock
        Appreciation Rights shall be settled solely in cash. A Limited Stock
        Appreciation Right shall entitle the holder of the related Stock Option to
        surrender such Stock Option, or any portion thereof, to the extent unexercised,
        in respect of the number of shares of Stock as to which such Limited Stock
        Appreciation Right is exercised, and to receive a cash payment equal to the
        difference between (a) the Stock Appreciation Right Fair Market Value (at
        the
        date of surrender) of a share of Stock for which the surrendered Stock Option
        or
        portion thereof is then exercisable, and (b) the price at which a Participant
        could exercise a related Stock Option to purchase the share of Stock. Such
        Stock
        Option shall, to the extent so surrendered, thereupon cease to be exercisable.
        A
        Limited Stock Appreciation Right shall be subject to such further terms and
        conditions as the Committee shall, in its sole discretion, deem appropriate.
        

       

      ARTICLE
        VII

       

      INCIDENTS
        OF STOCK OPTIONS AND STOCK RIGHTS 

       

      7.1 Each
        Stock Option and Stock Right shall be granted subject to such terms and
        conditions, if any, not inconsistent with this Plan, as shall be determined
        by
        the Committee, including any provisions as to continued employment as
        consideration for the grant or exercise of such Stock Option or Stock Right
        and
        any provisions which may be advisable to comply with applicable laws,
        regulations or rulings of any governmental authority.

       

      7.2 An
        Incentive Stock Option and its related Stock Right, if any, shall not be
        transferable by the Participant other than by will or by the laws of descent
        and
        distribution, and shall be exercisable during the lifetime of the Participant
        only by him or by his guardian or legal representative. A Nonqualified Stock
        Option and its related Stock Right, if any, shall be subject to the
        transferability and exercisability restrictions of the immediately preceding
        sentence unless otherwise determined by the Committee, in its sole discretion,
        and set forth in the applicable Award Agreement.


      
        
           

        

        
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      7.3 Shares
        of
        Stock purchased upon exercise of a Stock Option shall be paid for in such
        amounts, at such times and upon such terms as shall be determined by the
        Committee, subject to limitations set forth in the Stock Option Award Agreement.
        Without limiting the foregoing, the Committee may establish payment terms
        for
        the exercise of Stock Options which permit the Participant to deliver shares
        of
        Stock (or other evidence of ownership of Stock satisfactory to the Company)
        with
        a Fair Market Value equal to the exercise price of the Stock Option as
        payment.

       

      7.4 No
        cash
        dividends shall be paid on shares of Stock subject to unexercised Stock Options.
        The Committee may provide, however, that a Participant to whom a Stock Option
        has been granted which is exercisable in whole or in part at a future time
        shall
        be entitled to receive an amount per share equal in value to the cash dividends,
        if any, paid per share on issued and outstanding Stock, as of the dividend
        record dates occurring during the period between the date of the grant and
        the
        time each such share of Stock is delivered pursuant to exercise of such Stock
        Option or the related Stock Right. Such amounts (herein called "dividend
        equivalents") may, in the discretion of the Committee, be:

       

      (a) paid
        in
        cash or Stock either from time to time prior to, or at the time of the delivery
        of, such Stock, or upon expiration of the Stock Option if it shall not have
        been
        fully exercised; or

       

      (b) converted
        into contingently credited shares of Stock (with respect to which dividend
        equivalents may accrue) in such manner, at such value, and deliverable at
        such
        time or times, as may be determined by the Committee. Such Stock (whether
        delivered or contingently credited) shall be charged against the limitations
        set
        forth in Section 3.6. 

       

      7.5 The
        Committee, in its sole discretion, may authorize payment of interest equivalents
        on dividend equivalents which are payable in cash at a future time.

       

      7.6 In
        the
        event of death or Disability, the Committee, with the consent of the Participant
        or his legal representative, may authorize payment, in cash or in Stock,
        or
        partly in cash and partly in Stock, as the Committee may direct, of an amount
        equal to the difference at the time between the Fair Market Value of the
        Stock
        subject to a Stock Option and the exercise
        price of the Option in consideration of the surrender of the Stock Option.
        

       

      7.7 If
        a
        Participant is required to pay to the Company an amount with respect to income
        and employment tax withholding obligations in connection with exercise of
        a
        Nonqualified Stock Option and/or with respect to certain dispositions of
        Stock
        acquired upon the exercise of an Incentive Stock Option, the Committee, in
        its
        discretion and subject to such rules as it may adopt, may permit the Participant
        to satisfy the obligation, in whole or in part, by making an irrevocable
        election that a portion of the total Fair Market Value of the shares of Stock
        subject to the Nonqualified Stock Option and/or with respect to certain
        dispositions of Stock acquired upon the exercise of an Incentive Stock Option,
        be paid in the form of cash in lieu of the issuance of Stock and that such
        cash
        payment be applied to the satisfaction of the withholding obligations. The
        amount to be withheld shall not exceed the statutory minimum Federal and
        State
        income and employment tax liability arising from the Stock Option exercise
        transaction. 


      
        
           

        

        
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      7.8 The
        Committee may permit the voluntary surrender of all or a portion of any Stock
        Option granted under the Plan to be conditioned upon the granting to the
        Participant of a new Stock Option for the same or a different number of shares
        of Stock as the Stock Option surrendered, or may require such voluntary
        surrender as a condition precedent to a grant of a new Stock Option to such
        Participant. Subject to the provisions of the Plan, such new Stock Option
        shall
        be exercisable at the same price, during such period and on such other terms
        and
        conditions as are specified by the Committee at the time the new Stock Option
        is
        granted. Upon surrender, the Stock Options surrendered shall be canceled
        and the
        shares of Stock previously subject to them shall be available for the grant
        of
        Awards under the Plan.

       

      ARTICLE
        VIII

       

      RESTRICTED
        STOCK

       

      8.1 Restricted
        Stock Awards may be made to certain Participants as an incentive for the
        performance of future services that will contribute materially to the successful
        operation of the Company. Awards of Restricted Stock may be made either alone,
        in addition to or in conjunction with other Awards granted under the Plan
        and/or
        cash payments made outside of the Plan.

       

      8.2 With
        respect to Awards of Restricted Stock, the Committee shall:

       

      (a) determine
        the purchase price, if any, to be paid for such Restricted Stock, which may
        be
        equal to or less than par value and may be zero, subject to such minimum
        consideration as may be required by applicable law;

       

      (b) determine
        the length of the Restriction Period;

       

      (c) determine
        any restrictions applicable to the Restricted Stock such as service or
        performance, other than those set forth in this Article VIII;

       

      (d) determine
        if the restrictions shall lapse as to all shares of Restricted Stock at the
        end
        of the Restriction Period or as to a portion of the shares of Restricted
        Stock
        in installments during the Restriction Period; and

       

      (e) determine
        if dividends and other distributions on the Restricted Stock are to be paid
        currently to the Participant or withheld by the Company for the account of
        the
        Participant.

       

      8.3 Awards
        of
        Restricted Stock must be accepted within a period of sixty (60) days (or
        such
        shorter periods as the Committee may specify at grant) after the date of
        the
        Award of Restricted Stock, by executing a Restricted Stock Award Agreement
        and
        paying whatever price (if any) is required.

       

      The
        prospective recipient of a Restricted Stock Award shall not have any rights
        with
        respect to such Award, unless such recipient has executed a Restricted Stock
        Award Agreement and has delivered a fully executed copy thereof to the
        Committee, and has otherwise complied with the applicable terms and conditions
        of such Award. 


      
        
           

        

        
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      8.4 Except
        when the Committee determines otherwise, or as otherwise provided in the
        Restricted Stock Award Agreement, if a Participant terminates employment
        with
        the Company for any reason before the expiration of the Restriction Period,
        all
        shares of Restricted Stock still subject to restriction shall be forfeited
        by
        the Participant and shall be reacquired by the Company.

       

      8.5 Except
        as
        otherwise provided in this Article VIII, no shares of Restricted Stock received
        by a Participant shall be sold, exchanged, transferred, pledged, hypothecated
        or
        otherwise disposed of during the Restriction Period.

       

      8.6 To
        the
        extent not otherwise provided in a Restricted Stock Award Agreement, in cases
        of
        death, Disability or Retirement or in cases of special circumstances, the
        Committee, if it finds that a waiver would be appropriate, may elect to waive
        any or all remaining restrictions with respect to such Participant's Restricted
        Stock. 

       

      8.7 In
        the
        event of hardship or other special circumstances of a Participant whose
        employment with the Company is involuntarily terminated (other than for cause),
        the Committee may waive in whole or in part any or all remaining restrictions
        with respect to any or all of the Participant's Restricted Stock, based on
        such
        factors and criteria as the Committee may deem appropriate.

       

      8.8 The
        certificates representing shares of Restricted Stock may either:

       

      (a) be
        held
        in custody by the Company until the Restriction Period expires or until
        restrictions thereon otherwise lapse, and the Participant shall deliver to
        the
        Company a stock power endorsed in blank relating to the Restricted Stock;
        and/or

       

      (b) be
        issued
        to the Participant and registered in the name of the Participant, and shall
        bear
        an appropriate restrictive legend and shall be subject to appropriate
        stop-transfer orders.

       

      8.9 Except
        as
        provided in this Article VIII, a Participant receiving a Restricted Stock
        Award
        shall have, with respect to the shares of Restricted Stock covered by any
        Award,
        all of the rights of a shareholder of the Company, including the right to
        vote
        the shares to the extent, if any, such shares possess voting rights, and
        the
        right to receive any dividends; provided, however, the Committee may require
        that any dividends on such shares of Restricted Stock shall be automatically
        deferred and reinvested in additional Restricted Stock subject to the same
        restrictions as the underlying Award, or may require that dividends and other
        distributions on Restricted Stock shall be withheld by the Company for the
        account of the Participant. The Committee shall determine whether interest
        shall
        be paid on amounts withheld, the rate of any such interest, and the other
        terms
        applicable to such withheld amounts.

       

      8.10 If
        and
        when the Restriction Period expires without a prior forfeiture of the Restricted
        Stock subject to such Restriction Period, unrestricted certificates for such
        shares shall be delivered to the Participant.


      
        
           

        

        
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      8.11 In
        order
        to better ensure that Award grants actually reflect the performance of the
        Company and the service of the Participant, the Committee may provide, in
        its
        sole discretion, for a tandem performance-based or other Award designed to
        guarantee a minimum value, payable in cash or Stock to the recipient of a
        Restricted Stock Award, subject to such performance, future service, deferral
        and other terms and conditions as may be specified by the
        Committee.

       

      ARTICLE
        IX

       

       

      DEFERRED
        STOCK

       

      9.1 Shares
        of
        Deferred Stock (together with cash dividend equivalents, if so determined
        by the
        Committee) may be issued either alone or in addition to other Awards granted
        under the Plan in the discretion of the Committee. The Committee shall determine
        the individuals to whom, and the time or times at which, such Awards will
        be
        made, the number of shares to be awarded, the price (if any) to be paid by
        the
        recipient of a Deferred Stock Award, the time or times within which such
        Awards
        may be subject to forfeiture, and all other conditions of the Awards. The
        Committee may condition Awards of Deferred Stock upon the attainment of
        specified performance goals or such other factors or criteria as the Committee
        may determine. 

       

      9.2 Deferred
        Stock Awards shall be subject to the following terms and
        conditions:

       

      (a) Subject
        to the provisions of this Plan and the applicable Deferred Stock Award
        Agreement, Deferred Stock Awards may not be sold, transferred, pledged, assigned
        or otherwise encumbered during the Deferral Period. At the expiration of
        the
        Deferral Period (or the Elective Deferral Period defined in Section 9.3),
        share
        certificates shall be delivered to the Participant, or his legal representative,
        in a number equal to the number of shares of Stock covered by the Deferred
        Stock
        Award. Notwithstanding the foregoing, based on service, performance and/or
        such
        other factors or criteria as the Committee may determine, the Committee,
        at or
        after the date of the grant, may accelerate the vesting of all or any part
        of
        any Deferred Stock Award and/or waive the deferral limitations for all or
        any
        part of such Deferred Stock Award.

       

      (b) Unless
        otherwise determined by the Committee, amounts equal to any dividends that
        would
        have been payable during the Deferral Period with respect to the number of
        shares of Stock covered by a Deferred Stock Award if such shares of Stock
        had
        been outstanding shall be automatically deferred and deemed to be reinvested
        in
        additional Deferred Stock, subject to the same deferral limitations as the
        underlying Deferred Stock Award.

       

      (c) Except
        to
        the extent otherwise provided in this Plan or in the applicable Deferred
        Stock
        Award Agreement, upon Termination of Employment during the Deferral Period
        for a
        given Award, the Deferred Stock covered by such Award shall be forfeited
        by the
        Participant; provided, however, the Committee may provide for accelerated
        vesting in the event of Termination of Employment due to death, Disability
        or
        Retirement, or in the event of hardship or other special circumstances as
        the
        Committee deems appropriate.

       

      (d) The
        Committee may require that a designated percentage of the total Fair Market
        Value of the shares of Deferred Stock held by one or more Participants be
        paid
        in the form of cash in lieu of the issuance of Stock and that such cash payment
        be applied to the satisfaction of the federal and state income and employment
        tax withholding obligations that arise at the time the Deferred Stock becomes
        free of all restrictions. The designated percentage shall be equal to the
        income
        and employment tax withholding rate in effect at the time under federal and
        applicable state laws.


      
        
           

        

        
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      (e) The
        Committee may provide one or more Participants subject to the mandatory cash
        payment with an election to receive an additional percentage of the total
        value
        of the Deferred Stock in the form of a cash payment in lieu of the issuance
        of
        Deferred Stock. The additional percentage shall not exceed the difference
        between fifty percent (50%) and the designated percentage cash
        payment.

       

      (f) The
        Committee may impose such further terms and conditions on partial cash payments
        with respect to Deferred Stock as it deems appropriate.

       

      9.3 A
        Participant may elect to further defer receipt of Deferred Stock for a specified
        period or until a specified event (the "Elective Deferral Period"), subject
        in
        each case to the Committee's approval and to such terms as are determined
        by the
        Committee. Subject to any exceptions adopted by the Committee, such election
        must generally be made at least twelve (12) months prior to completion of
        the
        Deferral Period for the Deferred Stock Award in question (or for the applicable
        installment of such an Award). 

       

      9.4 Each
        Award shall be confirmed by, and subject to the terms of, a Deferred Stock
        Award
        Agreement.

       

      9.5 In
        order
        to better ensure that the Award actually reflects the performance of the
        Company
        and the service of the Participant, the Committee may provide, in its sole
        discretion, for a tandem performance-based or other Award designed to guarantee
        a minimum value, payable in cash or Stock to the recipient of a Deferred
        Stock
        Award, subject to such performance, future service, deferral and other terms
        and
        conditions as may be specified by the Committee.

       

      ARTICLE
        X

       

       

      STOCK
        AWARDS

       

      10.1 A
        Stock
        Award shall be granted only in payment of compensation that has been earned
        or
        as compensation to be earned, including, without limitation, compensation
        awarded concurrently with or prior to the grant of the Stock Award.

       

      10.2 For
        the
        purposes of this Plan, in determining the value of a Stock Award, all shares
        of
        Stock subject to such Stock Award shall be valued at not less than one hundred
        percent (100%) of the Fair Market Value of such shares of Stock on the date
        such
        Stock Award is granted, regardless of whether or when such shares of Stock
        are
        issued or transferred to the Participant and whether or not such shares of
        Stock
        are subject to restrictions which affect their value.

       

      10.3 Shares
        of
        Stock subject to a Stock Award may be issued or transferred to the Participant
        at the time the Stock Award is granted, or at any time subsequent thereto,
        or in
        installments from time to time, as the Committee shall determine. If any
        such
        issuance or transfer shall not be made to the Participant at the time the
        Stock
        Award is granted, the Committee may provide for payment to such Participant,
        either in cash or shares of Stock, from time to time or at the time or times
        such shares of Stock shall be issued or transferred to such Participant,
        of
        amounts not exceeding the dividends which would have been payable to such
        Participant in respect of such shares of Stock (as adjusted under Section
        3.11)
        if such shares of Stock had been issued or transferred to such Participant
        at
        the time such Stock Award was granted. Any issuance payable in shares of
        Stock
        under the terms of a Stock Award, at the discretion of the Committee, may
        be
        paid in cash on each date on which delivery of shares of Stock would otherwise
        have been made, in an amount equal to the Fair Market Value on such date
        of the
        shares of Stock which would otherwise have been delivered.


      
        
           

        

        
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      10.4 A
        Stock
        Award shall be subject to such terms and conditions, including, without
        limitation, restrictions on the sale or other disposition of the Stock Award
        or
        of the shares of Stock issued or transferred pursuant to such Stock Award,
        as
        the Committee shall determine; provided, however, that upon the issuance
        or
        transfer of shares pursuant to a Stock Award, the Participant, with respect
        to
        such shares of Stock, shall be and become a shareholder of the Company fully
        entitled to receive dividends, to vote to the extent, if any, such shares
        possess voting rights and to exercise all other rights of a shareholder except
        to the extent otherwise provided in the Stock Award. Each Stock Award shall
        be
        evidenced by a written Award Agreement in such form as the Committee shall
        determine.

       

      ARTICLE
        XI

       

       

      PERFORMANCE
        SHARES

       

      11.1 Awards
        of
        Performance Shares may be made to certain Participants as an incentive for
        the
        performance of future services that will contribute materially to the successful
        operation of the Company. Awards of Performance Shares may be made either
        alone,
        in addition to or in tandem with other Awards granted under the Plan and/or
        cash
        payments made outside of the Plan.

       

      11.2 With
        respect to Awards of Performance Shares, which may be issued for no
        consideration or such minimum consideration as is required by applicable
        law,
        the Committee shall:

       

      (a) determine
        and designate from time to time those Participants to whom Awards of Performance
        Shares are to be made;

       

      (b) determine
        the performance period (the "Performance Period") and/or performance objectives
        (the "Performance Objectives") applicable to such Awards;

       

      (c) determine
        the form of settlement of a Performance Share; and

       

      (d) generally
        determine the terms and conditions of each such Award. At any date, each
        Performance Share shall have a value equal to the Fair Market Value, determined
        as set forth in Section 2.15.


      
        
           

        

        
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      11.3 Performance
        Periods may overlap, and Participants may participate simultaneously with
        respect to Performance Shares for which different Performance Periods are
        prescribed.

       

      11.4 The
        Committee shall determine the Performance Objectives of Awards of Performance
        Shares. Performance Objectives may vary from Participant to Participant and
        between Awards and shall be based upon such performance criteria or combination
        of factors as the Committee may deem appropriate, including for example,
        but not
        limited to, minimum earnings per share or return on equity. If during the
        course
        of a Performance Period there shall occur significant events which the Committee
        expects to have a substantial effect on the applicable Performance Objectives
        during such period, the Committee may revise such Performance Objectives.
        

       

      11.5 The
        Committee shall determine for each Participant the number of Performance
        Shares
        which shall be paid to the Participant if the applicable Performance Objectives
        are exceeded or met in whole or in part.

       

      11.6 If
        a
        Participant terminates service with the Company during a Performance Period
        because of death, Disability, Retirement or under other circumstances in
        which
        the Committee in its discretion finds that a waiver would be appropriate,
        that
        Participant, as determined by the Committee, may be entitled to a payment
        of
        Performance Shares at the end of the Performance Period based upon the extent
        to
        which the Performance Objectives were satisfied at the end of such period
        and
        pro rated for the portion of the Performance Period during which the Participant
        was employed by the Company; provided, however, the Committee may provide
        for an
        earlier payment in settlement of such Performance Shares in such amount and
        under such terms and conditions as the Committee deems appropriate or desirable.
        If a Participant terminates service with the Company during a Performance
        Period
        for any other reason, then such Participant shall not be entitled to any
        payment
        with respect to that Performance Period unless the Committee shall otherwise
        determine.

       

      11.7 Each
        Award of a Performance Share shall be paid in whole shares of Stock, or cash,
        or
        a combination of Stock and cash as the Committee shall determine, with payment
        to be made as soon as practicable after the end of the relevant Performance
        Period. 

       

      11.8 The
        Committee shall have the authority to approve requests by Participants to
        defer
        payment of Performance Shares on terms and conditions approved by the Committee
        and set forth in a written Award Agreement between the Participant and the
        Company entered into in advance of the time of receipt or constructive receipt
        of payment by the Participant. 

       

      ARTICLE
        XII

       

       

      OTHER
        STOCK-BASED AWARDS

       

      12.1 Other
        awards of Stock and other awards that are valued in whole or in part by
        reference to, or are otherwise based on, Stock ("Other Stock-Based Awards"),
        including, without limitation, convertible preferred stock, convertible
        debentures, exchangeable securities, phantom stock and Stock awards or options
        valued by reference to book value or performance, may be granted either alone
        or
        in addition to or in tandem with Stock Options, Stock Rights, Restricted
        Stock,
        Deferred Stock or Stock Awards granted under the Plan and/or cash awards
        made
        outside of the Plan. Subject to the provisions of the Plan, the Committee
        shall
        have authority to determine the Eligible Participants to whom and the time
        or
        times at which such Awards shall be made, the number of shares of Stock subject
        to such Awards, and all other conditions of the Awards. The Committee also
        may
        provide for the grant of shares of Stock upon the completion of a specified
        Performance Period. The provisions of Other Stock-Based Awards need not be
        the
        same with respect to each recipient.


      
        
           

        

        
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      12.2 Other
        Stock-Based Awards made pursuant to this Article XII shall be subject to
        the
        following terms and conditions:

       

      (a) Subject
        to the provisions of this Plan and the Award Agreement, shares of Stock subject
        to Awards made under this Article XII may not be sold, assigned, transferred,
        pledged or otherwise encumbered prior to the date on which the shares are
        issued, or, if later, the date on which any applicable restriction, performance
        or deferral period lapses.

       

      (b) Subject
        to the provisions of this Plan and the Award Agreement and unless otherwise
        determined by the Committee at the time of the Award, the recipient of an
        Award
        under this Article XII shall be entitled to receive, currently or on a deferred
        basis, interest or dividends or interest or dividend equivalents with respect
        to
        the number of shares covered by the Award, as determined at the time of the
        Award by the Committee, in its sole discretion, and the Committee may provide
        that such amounts (if any) shall be deemed to have been reinvested in additional
        Stock or otherwise reinvested.

       

      (c) Any
        Award
        under this Article XII and any Stock covered by any such Award shall vest
        or be
        forfeited to the extent so provided in the Award Agreement, as determined
        by the
        Committee, in its sole discretion.

       

      (d) Upon
        the
        Participant's Retirement, Disability or death, or in cases of special
        circumstances, the Committee may, in its sole discretion, waive in whole
        or in
        part any or all of the remaining limitations imposed hereunder (if any) with
        respect to any or all of an Award under this Article XII.

       

      (e) Each
        Award under this Article XII shall be confirmed by, and subject to the terms
        of,
        an Award Agreement.

       

      (f) Stock
        (including securities convertible into Stock) issued on a bonus basis under
        this
        Article XII may be issued for no cash consideration.

       

      12.3 Other
        Stock-Based Awards may include a phantom stock Award, which is subject to
        the
        following terms and conditions:

       

      (a) The
        Committee shall select the Eligible Participants who may receive phantom
        stock
        Awards. The Eligible Participant shall be awarded a phantom stock unit, which
        shall be the equivalent to a share of Stock.

       

      (b) Under
        an
        Award of phantom stock, payment shall be made on the dates or dates as specified
        by the Committee or as stated in the Award Agreement and phantom stock Awards
        may be settled in cash, Stock, or some combination thereof.


      
        
           

        

        
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      (c) The
        Committee shall determine such other terms and conditions of each Award as
        it
        deems necessary in its sole discretion.

       

      ARTICLE
        XIII

       

      ACCELERATION
        EVENTS

       

      13.1 For
        the
        purposes of the Plan, an Acceleration Event shall occur in the event of a
        "Change in Control".

       

      13.2 A
        "Change
        in Control" shall be deemed to have occurred if:

       

      (a) Any
        "Person" as defined in Section 3(a)(9) of the Act, including a "group" (as
        that
        term is used in Sections 13(d)(3) and 14(d)(2) of the Act), but excluding
        the
        Company and any employee benefit plan sponsored or maintained by the Company
        and
        (including any trustee of such plan acting as trustee) who:

       

      (i) makes
        a
        tender or exchange offer for any shares of the Company's Stock (as defined
        below) pursuant to which any shares of the Company's Stock are purchased
        (an
        "Offer"); or

       

      (ii) together
        with its "affiliates" and "associates" (as those terms are defined in Rule
        12b-2
        under the Act) becomes the "Beneficial Owner" (within the meaning of Rule
        13d-3
        under the Act) of at least fifty percent (50%) of the Company's Stock (an
        "Acquisition");

       

      (b) The
        shareholders of the Company approve a definitive agreement or plan (i) to
        merge
        or consolidate the Company with or into another Company and (x) the Company
        shall not be the surviving corporation or (y) the Company shall be the surviving
        corporation and in connection therewith, all or part of the outstanding stock
        shall be changed into or exchanged for stock or other securities of any other
        Person or cash or any other property, (ii) to sell or otherwise dispose of
        50%
        or more of its assets, or (iii) to liquidate the Company; 

       

      (c) The
        Company shall be a party to a statutory share exchange with any other Person
        after which the Company is a subsidiary of any other Person; or

       

      (d) When,
        as
        a result of, or in connection with, any tender or exchange offer, merger
        or
        other business combination, sale of assets or contested election, or any
        combination of the foregoing, the individuals who, prior to such transaction,
        constitute the Board (the "Incumbent Directors") cease for any reason other
        than
        death to constitute at least a majority thereof.

       

      13.3 Upon
        the
        occurrence of an Acceleration Event, the Committee may, in its discretion,
        declare that all then outstanding Performance Shares with respect to which
        the
        applicable Performance Period has not been completed shall be paid as soon
        as
        practicable as follows:

       

      (a) all
        Performance Objectives applicable to the Award of Performance Shares shall
        be
        deemed to have been satisfied to the extent necessary to result in payment
        of
        one hundred percent (100%) of the Performance Shares covered by the Award;
        and


      
        
           

        

        
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      (b) the
        applicable Performance Period shall be deemed to have ended on the date of
        the
        Acceleration Event;

       

      (c) the
        payment to the Participant shall be the amount determined either by the
        Committee, in its sole discretion, or in the manner stated in the Award
        Agreement. This amount shall then be multiplied by a fraction, the numerator
        of
        which is the number of full calendar months of the applicable Performance
        Period
        that have elapsed prior to the date of the Acceleration Event, and the
        denominator of which is the total number of months in the original Performance
        Period; and

       

      (d) upon
        the
        making of any such payment, the Award Agreement as to which it relates shall
        be
        deemed canceled and of no further force and effect.

       

      13.4 Upon
        the
        occurrence of an Acceleration Event, the Committee, in its discretion, may
        declare that 50% of all then outstanding Stock Options not previously
        exercisable and vested as immediately exercisable and fully vested, in whole
        or
        in part. Notwithstanding the foregoing sentence, the percentage of outstanding
        Stock Options which may become immediately exercisable and fully vested upon
        the
        Acceleration Event may, in the Committee’s discretion, be higher or lower than
        50%.

       

      13.5 Upon
        the
        occurrence of an Acceleration Event, the Committee, in its discretion, may
        declare the restrictions applicable to Awards of Restricted Stock, Deferred
        Stock or Other Stock- Based Awards to have lapsed, in which case the Company
        shall remove all restrictive legends and stop-transfer orders applicable
        to the
        certificates for such shares of Stock, and deliver such certificates to the
        Participants in whose names they are registered.

       

      13.6 The
        value
        of all outstanding Stock Option, Stock Rights, Restricted Stock, Deferred
        Stock,
        Performance Shares, Stock Awards and Other Stock-Based Awards, in each case
        to
        the extent vested, shall, unless otherwise determined by the Committee in
        its
        sole discretion at or after grant but prior to any Change in Control, be
        cashed
        out on the basis of the "Change in Control Price," as defined in Section
        13.7 as
        of the date such Change in Control is determined to have occurred or such
        other
        date as the Committee may determine prior to the Change in Control.

       

      13.7 For
        purposes of Section 13.7, "Change in Control Price" means the highest price
        per
        share of Stock paid in any sale reported on a national exchange or quoted
        on
        Nasdaq or the Bulletin Board, or paid or offered in any bona fide transaction
        related to a Potential or actual Change in Control of the Company at any
        time
        during the sixty (60) day period immediately preceding the occurrence of
        the
        Change in Control, in each case as determined by the Committee except that,
        in
        the case of Incentive Stock Options and Stock Appreciation Rights (or Limited
        Stock Appreciation Rights) relating to such Incentive Stock Options, such
        price
        shall be based only on transactions reported for the date on which the optionee
        exercises such Stock Appreciation Rights (or Limited Stock Appreciation
        Rights).


      
        
           

        

        
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      ARTICLE
        XIV

       

      AMENDMENT
        AND TERMINATION 

       

      14.1 The
        Board, upon recommendation of the Committee, or otherwise, at any time and
        from
        time to time, may amend or terminate the Plan as may be necessary or desirable
        to implement or discontinue this Plan or any provision thereof. No amendment,
        without approval by the Company's shareholders, shall:

       

      (a) alter
        the
        group of persons eligible to participate in the Plan;

       

      (b) except
        as
        provided in Sections 3.6 and 3.11, increase the maximum number of shares
        of
        Stock or Stock Options or Stock Rights which are available for Awards under
        the
        Plan or increase the maximum number of shares with respect to which Stock
        Options or Stock Rights may be granted to any employee under the
        Plan;

       

      (c) extend
        the period during which Incentive Stock Option Awards may be granted beyond
        November 5, 2014

       

      (d) limit
        or
        restrict the powers of the Board and the Committee with respect to the
        administration of this Plan; or

       

      (e) change
        any of the provisions of this Article XIV. 

       

      14.2 No
        amendment to or discontinuance of this Plan or any provision thereof by the
        Board or the shareholders of the Company shall, without the written consent
        of
        the Participant, adversely affect, as shall be determined by the Committee,
        any
        Award theretofore granted to such Participant under this Plan; provided,
        however, the Committee retains the right and power to:

       

      (a) annul
        any
        Award if the Participant competes against the Company or any Subsidiary or
        is
        terminated for cause as determined by the Committee;

       

      (b) provide
        for the forfeiture of shares of Stock or other gain under an Award as determined
        by the Committee for competing against the Company or any Subsidiary;
        and

       

      (c) convert
        any outstanding Incentive Stock Option to a Nonqualified Stock
        Option.

       

      14.3 If
        an
        Acceleration Event has occurred, no amendment or termination shall impair
        the
        rights of any person with respect to an outstanding Award as provided in
        Article
        XIII.

       

      ARTICLE
        XV

       

       

      MISCELLANEOUS
        PROVISIONS

       

      15.1 Nothing
        in the Plan or any Award granted hereunder shall confer upon any Participant
        any
        right to continue in the employ of the Company (or to serve as a director
        thereof) or interfere in any way with the right of the Company to terminate
        his
        or her employment at any time. Unless specifically provided otherwise, no
        Award
        granted under the Plan shall be deemed salary or compensation for the purpose
        of
        computing benefits under any employee benefit plan or other arrangement of
        the
        Company or its Subsidiaries for the benefit of its employees unless the Company
        shall determine otherwise. No Participant shall have any claim to an Award
        until
        it is actually granted under the Plan. To the extent that any person acquires
        a
        right to receive payments from the Company under the Plan, such right shall,
        except as otherwise provided by the Committee, be no greater than the right
        of
        an unsecured general creditor of the Company. All payments to be made hereunder
        shall be paid from the general funds of the Company, and no special or separate
        fund shall be established and no segregation of assets shall be made to assure
        payment of such amounts, except as provided in Article VIII with respect
        to
        Restricted Stock and except as otherwise provided by the
        Committee.


      
        
           

        

        
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      15.2 The
        Company may make such provisions and take such steps as it may deem necessary
        or
        appropriate for the withholding of any taxes which the Company or any Subsidiary
        is required by any law or regulation of any governmental authority, whether
        federal, state or local, domestic or foreign, to withhold in connection with
        any
        Stock Option or the exercise thereof, any Stock Right or the exercise thereof,
        or in connection with any other type of equity- based compensation provided
        hereunder or the exercise thereof, including, but not limited to, the
        withholding of payment of all or any portion of such Award or another Award
        under this Plan until the Participant reimburses the Company for the amount
        the
        Company is required to withhold with respect to such taxes, or canceling
        any
        portion of such Award or another Award under this Plan in an amount sufficient
        to reimburse itself for the amount it is required to so withhold, or selling
        any
        property contingently credited by the Company for the purpose of paying such
        Award or another Award under this Plan, in order to withhold or reimburse
        itself
        for the amount it is required to so withhold.

       

      15.3 The
        Plan
        and the grant of Awards shall be subject to all applicable federal and state
        laws, rules, and regulations and to such approvals by any government or
        regulatory agency as may be required. Any provision herein relating to
        compliance with Rule 16b-3 under the Act shall not be applicable with respect
        to
        participation in the Plan by Participants who are not subject to Section
        16(b)
        of the Act.

       

      15.4 The
        terms
        of the Plan shall be binding upon the Company, its Subsidiaries, and their
        successors and assigns. 

       

      15.5 Neither
        a
        Stock Option, Stock Right, nor any other type of equity-based compensation
        provided for hereunder, shall be transferable except as provided for herein.
        If
        any Participant makes such a transfer in violation hereof, any obligation
        of the
        Company shall forthwith terminate.

       

      15.6 This
        Plan
        and all actions taken hereunder shall be governed by the laws of the State
        of
        Florida, except to the extent preempted by ERISA.

       

      15.7 The
        Plan
        is intended to constitute an "unfunded" plan for incentive and deferred
        compensation. With respect to any payments not yet made to a Participant
        by the
        Company, nothing contained herein shall give any such Participant any rights
        that are greater than those of a general creditor of the Company. In its
        sole
        discretion, the Committee may authorize the creation of trusts or other
        arrangements to meet the obligations created under the Plan to deliver shares
        of
        Stock or payments in lieu of or with respect to Awards hereunder; provided,
        however, that, unless the Committee otherwise determines with the consent
        of the
        affected Participant, the existence of such trusts or other arrangements
        is
        consistent with the "unfunded" status of the Plan.


      
        
           

        

        
          24

          
            

          

        

        
           

        

      


      15.8 Each
        Participant exercising an Award hereunder agrees to give the Committee prompt
        written notice of any election made by such Participant under Section 83(b)
        of
        the Code, or any similar provision thereof.

       

      15.9 If
        any
        provision of this Plan or an Award Agreement is or becomes or is deemed invalid,
        illegal or unenforceable in any jurisdiction, or would disqualify the Plan
        or
        any Award Agreement under any law deemed applicable by the Committee, such
        provision shall be construed or deemed amended to conform to applicable laws
        or
        if it cannot be construed or deemed amended without, in the determination
        of the
        Committee, materially altering the intent of the Plan or the Award Agreement,
        it
        shall be stricken and the remainder of the Plan or the Award Agreement shall
        remain in full force and effect.


      
        
           

        

        
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                  METROPOLITAN
                    HEALTH NETWORKS, INC.

                
	 	 	 
	 	 	
                  By:

                	     

	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 
	
                  ATTEST:

                	 	 	 
	 	 	 	 
	
                  (Corporate
                    Seal)

                	 	 	 
	 	 	 	 
	     
	 	 	 
	
                  Secretary

                	 	 	 


        

      


      
        
           

        

        
          26