Amended and Restated 2000 Stock Option Plan



 


EXHIBIT 4.1











TERREMARK WORLDWIDE, INC.


AMENDED AND RESTATED 2000 STOCK OPTION PLAN










     1.     PURPOSE. The purpose of this Plan is to advance the interests of
TERREMARK WORLDWIDE, INC., a Delaware corporation (the “Company”), and its
Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons who provide services to the Company and its
Subsidiaries, and upon whose efforts and judgment the success of the Company
and its Subsidiaries is largely dependent, through the encouragement of stock
ownership in the Company by such persons.


     2.     DEFINITIONS. As used herein, the following terms shall have the meaning
indicated:


     (a)  “Board” shall mean the Board of Directors of the Company.


     (b)  “Code” shall mean the Internal Revenue Code of 1986, as amended from
time to time.


     (c)  “Committee” shall mean the committee appointed by the Board pursuant
to Section 13(a) hereof, or, if such committee is not appointed, the Board.


     (d)  “Common Stock” shall mean the Company’s Common Stock, par value $0.001
per share.


     (e)  “Company” shall mean Terremark Worldwide, Inc., a Delaware
corporation.


     (f)  “Director” shall mean a member of the Board.


     (g)  “Effective Date” shall mean June 23, 2000.


     (h)  “Fair Market Value” of a Share on any date of reference shall mean the
“Closing Price” (as defined below) of the Common Stock on the business day
immediately preceding the date of reference, unless the Committee or the Board
in its sole discretion shall determine otherwise in a fair and uniform manner.
For the purpose of determining Fair Market Value, the “Closing Price” of the
Common Stock on any business day shall be (i) if the common stock is listed or
admitted for trading on any United States national securities exchange, or if
actual transactions are otherwise reported on a consolidated transaction
reporting system, the last reported sale price of common stock on such exchange
or reporting system, as reported in any newspaper of general circulation; (ii)
if common stock is quoted on the National Association of Securities Dealers
Automated Quotations System (“NASDAQ”), or any similar system of automated
dissemination of quotations of securities prices in common use, the mean


 






 


between the closing high bid and low asked quotations for such day of common
stock on such system; or (iii) if neither clause (i) nor (ii) is applicable,
the mean between the high bid and low asked quotations for common stock as
reported by the National Quotation Bureau, Incorporated if at least two
securities dealers have inserted both bid and asked quotations for common stock
on at least 5 of the 10 preceding days.


     (i)  “Incentive Stock Option” shall mean an incentive stock option as
defined in Section 422 of the Internal Revenue Code.


     (j)  “Non-Qualified Stock Option” shall mean an Option that is not an
Incentive Stock Option.


     (k)  “Officer” shall mean the Company’s Chairman of the Board, President,
Chief Executive Officer, principal financial officer, principal accounting
officer, any vice-president of the Company in charge of a principal business
unit, division or function (such as sales, administration or finance), any
other officer who performs a policy-making function, or any other person who
performs similar policy-making functions for the Company. Officers of
Subsidiaries shall be deemed Officers of the Company if they perform such
policy-making functions for the Company. As used in this paragraph, the phrase
“policy-making function” does not include policy-making functions that are not
significant. If pursuant to Item 401(b) of Regulation S-K (17 C.F.R. ss.
229.401(b)) the Company identifies a person as an “executive officer,” the
person so identified shall be deemed an “Officer” even though such person may
not otherwise be an “Officer” pursuant to the foregoing provisions of this
paragraph.


     (l)  “Option” (when capitalized) shall mean any option granted under this
Plan.


     (m)  “Option Agreement” means the agreement between the Company and the
Optionee for the grant of an option.


     (n)  “Optionee” shall mean a person to whom a stock option is granted under
this Plan or any person who succeeds to the rights of such person under this
Plan by reason of the death of such person.


     (o)  “Outside Director” shall mean a member of the Board who qualifies as
an “outside director” under Section 162(m) of the Internal Revenue Code and the
regulations thereunder and as a “Non-Employee Director” under Rule 16b-3
promulgated under the Securities Exchange Act.


     (p)  “Plan” shall mean this Amended and Restated 2000 Stock Option Plan for
the Company.


     (q)  “Securities Exchange Act” shall mean the Securities Exchange Act of
1934, as amended from time to time.


     (r)  “Share” shall mean a share of Common Stock.


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     (s)  “Subsidiary” shall mean any corporation (other than the Company) in
any unbroken chain of corporations beginning with the Company if, at the time
of the granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.


     3.     SHARES AVAILABLE FOR OPTION GRANTS. The Committee or the Board may
grant to Optionees from time to time Options to purchase an aggregate of up to
Ten Million (10,000,000) Shares from the Company’s authorized and unissued
Shares. If any Option granted under the Plan shall terminate, expire, or be
canceled or surrendered as to any Shares, new Options may thereafter be granted
covering such Shares.


     4.     INCENTIVE AND NON-QUALIFIED OPTIONS.


     (a)  An Option granted hereunder shall be either an Incentive Stock Option
or a Non-Qualified Stock Option as determined by the Committee or the Board at
the time of grant of the Option and shall clearly state whether it is an
Incentive Stock Option or a Non-Qualified Stock Option. All Incentive Stock
Options shall be granted within 10 years from the effective date of this Plan.
Incentive Stock Options may not be granted to any person who is not an employee
of the Company or any Subsidiary.


     (b)  Options otherwise qualifying as Incentive Stock Options hereunder will
not be treated as Incentive Stock Options to the extent that the aggregate fair
market value (determined at the time the Option is granted) of the Shares, with
respect to which Options meeting the requirements of Section 422(b) of the Code
are exercisable for the first time by any individual during any calendar year
(under all plans of the Company and its parent and subsidiary corporations as
defined in Section 424 of the Code), exceeds $100,000.


     5.     CONDITIONS FOR GRANT OF OPTIONS.


     (a)  Each Option shall be evidenced by an Option Agreement that may contain
any term deemed necessary or desirable by the Committee or the Board, provided
such terms are not inconsistent with this Plan or any applicable law. Optionees
shall be (i) those persons selected by the Committee or the Board from the
class of all regular or leased employees of, or persons who provide consulting
or other services as independent contractors to, the Company or its
Subsidiaries, including Directors and Officers who are regular employees, and
(ii) Directors who are not employees of the Company or of any Subsidiaries.


     (b)  In granting Options, the Committee or the Board shall take into
consideration the contribution the person has made to the success of the
Company or its Subsidiaries and such other factors as the Committee or the
Board shall determine. The Committee or the Board shall also have the authority
to consult with and receive recommendations from officers and other personnel
of the Company and its Subsidiaries with regard to these matters. The Committee
or the Board may from time to time in granting Options under


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the Plan prescribe such other terms and conditions concerning such Options as it deems
appropriate, including, without limitation, (i) prescribing the date or dates
on which the Option becomes exercisable, (ii) providing that the Option rights
accrue or become exercisable in installments over a period of years, or upon
the attainment of stated goals or both, or (iii) relating an Option to the
continued employment of the Optionee for a specified period of time, provided
that such terms and conditions are not more favorable to an optionee than those
expressly permitted herein.


     (c)  The Options granted to employees under this Plan shall be in addition
to regular salaries, pension, life insurance or other benefits related to their
employment with the Company or its Subsidiaries. Neither the Plan nor any
Option granted under the Plan shall confer upon any person any right to
employment or continuance of employment by the Company or its Subsidiaries.


     (d)  The Committee or the Board shall have the discretion to grant Options
that are exercisable for unvested shares of Common Stock. Should the Optionee
cease to be employed with or perform services for the Company (or a Subsidiary)
while holding such unvested shares, the Company shall have the right to
repurchase, at the exercise price paid per share, any or all of those unvested
shares. The terms upon which such repurchase right shall be exercisable
(including the period and procedure for exercise and the appropriate vesting
schedule for the purchased shares) shall be established by the Committee or the
Board and set forth in the document evidencing such repurchase right.


     (e)  Notwithstanding any other provision of this Plan, an Incentive Stock
Option shall not be granted to any person owning directly or indirectly
(through attribution under Section 424(d) of the Code) at the date of grant,
stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company (or of its parent or subsidiary corporation (as
defined in Section 424 of the Code) at the date of grant) unless the option
price of such Option is at least 110% of the Fair Market Value of the Shares
subject to such Option on the date the Option is granted, and such Option by
its terms is not exercisable after the expiration of five years from the date
such Option is granted.


     (f)  Notwithstanding any other provision of this Plan, and in addition to
any other requirements of this Plan, the aggregate number of Options granted to
any one Optionee during any calendar year under the Plan may not exceed Two
Million (2,000,000) subject to adjustment as provided in Section 10 hereof.


     6.     OPTION PRICE. The option price per Share of any Option shall be any
price determined by the Committee or the Board but shall not be less than the
par value per Share; provided, however, that in no event shall the option price
per Share of any Incentive Stock Option be less than the Fair Market Value of
the Shares underlying such Option on the date such Option is granted.


     7.     EXERCISE OF OPTIONS. An Option shall be deemed exercised when (i) the
Company has received written notice of such exercise in accordance with the
terms of the Option, (ii) full payment of the aggregate option price of the
Shares as to which the Option is exercised has been made, and (iii)
arrangements that are satisfactory to the


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Committee or the Board in its sole
discretion have been made for the Optionee’s payment to the Company of the
amount that is necessary for the Company or Subsidiary employing the Optionee
to withhold in accordance with applicable Federal or state tax withholding
requirements. The consideration to be paid for the Shares to be issued upon
exercise of an Option as well as the method of payment of the exercise price
and of any withholding and employment taxes applicable thereto, shall be
determined by the Committee or the Board and may in the discretion of the
Committee or the Board consist of: (1) cash, (2) certified or official bank
check, (3) money order, (4) Shares that have been held by the Optionee for at
least six (6) months (or such other Shares as the Company determines will not
cause the Company to recognize for financial accounting purposes a charge for
compensation expense), (5) the withholding of Shares issuable upon exercise of
the Option, (6) pursuant to a “cashless exercise” procedure, by delivery of a
properly executed exercise notice together with such other documentation, and
subject to such guidelines, as the Board or the Committee shall require to
effect an exercise of the Option and delivery to the Company by a licensed
broker acceptable to the Company of proceeds from the sale of Shares or a
margin loan sufficient to pay the exercise price and any applicable income or
employment taxes, or (7) in such other consideration as the Committee or the
Board deems appropriate, or by a combination of the above. In the case of an
Incentive Stock Option, the permissible methods of payment shall be specified
at the time the Option is granted. The Committee or the Board in its sole
discretion may accept a personal check in full or partial payment of any
Shares. If the exercise price is paid, and/or the Optionee’s tax withholding
obligation is satisfied, in whole or in part with Shares, or through the
withholding of Shares issuable upon exercise of the Option, the value of the
Shares surrendered or withheld shall be their Fair Market Value on the date the
Option is exercised. The Committee or the Board in its sole discretion may, on
an individual basis or pursuant to a general program established in connection
with this Plan, cause the Company to lend money to an Optionee, guarantee a
loan to an Optionee, or otherwise assist an Optionee to obtain the cash
necessary to exercise all or a portion of an Option granted hereunder or to pay
any tax liability of the Optionee attributable to such exercise. If the
exercise price is paid in whole or part with Optionee’s promissory note, such
note shall (i) provide for full recourse to the maker, (ii) be collateralized
by the pledge of the Shares that the Optionee purchases upon exercise of the
Option, (iii) bear interest at the prime rate of the Company’s principal
lender, and (iv) contain such other terms as the Committee or the Board in its
sole discretion shall reasonably require. No Optionee shall be deemed to be a
holder of any Shares subject to an Option unless and until a stock certificate
or certificates for those Shares are issued to that person(s) under the terms
of this Plan. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date the stock
certificate is issued, except as expressly provided in Section 10 hereof.


     8.     EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in such
amounts, at such intervals and upon such terms as the Committee or the Board
shall provide in the Option Agreement for that Option, except as otherwise
provided in this Section 8:


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     (a)  The expiration date of an Option shall be determined by the Committee
or the Board at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date of grant of the
Option.


     (b)  To the extent provided in any Option Agreement, or as otherwise
determined by the Incumbent Board as defined in Section 8(b)(ii) below, each
outstanding Option shall become immediately fully exercisable in the event of a
“Change in Control” or in the event that the Committee or the Board exercises
its discretion to provide a cancellation notice with respect to the Option
pursuant to Section 9(b) hereof. For this purpose, the term “Change in Control”
shall mean:


          (i)  Approval by the shareholders of the Company of a reorganization,
merger, consolidation or other form of corporate transaction or series of
transactions, in each case, with respect to which persons who were the
shareholders of the Company immediately prior to such reorganization, merger or
consolidation or other transaction do not, immediately thereafter, own more
than 50% of the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated company’s then
outstanding voting securities, in substantially the same proportions as their
ownership immediately prior to such reorganization, merger, consolidation or
other transaction, or a liquidation or dissolution of the Company or the sale
of all or substantially all of the assets of the Company (unless such
reorganization, merger, consolidation or other corporate transaction,
liquidation, dissolution or sale is subsequently abandoned); or


          (ii)  Individuals who, as of the date on which the Option is granted,
constitute the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director
subsequent to the date on which the Option was granted whose election, or
nomination for election by the Company’s shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
(other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest
relating to the election of the Directors of the Company) shall be, for
purposes of this Agreement, considered as though such person were a member of
the Incumbent Board; or


          (iii)  The acquisition (other than from the Company) by any person, entity
or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act, of beneficial ownership (within the meaning of Rule
13-d promulgated under the Securities Exchange Act) of 30% or more of either
the then outstanding shares of the Company’s Common Stock or the combined
voting power of the Company’s then outstanding voting securities entitled to
vote generally in the election of directors (hereinafter referred to as the
ownership of a “Controlling Interest”) excluding, for this purpose, any
acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or
“group” that as of the date on which the Option is granted owns beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the
Company or its Subsidiaries.


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     (c)  The Committee or the Board may in its sole discretion, accelerate the
date on which any Option may be exercised and may accelerate the vesting of any
Shares subject to any Option or previously acquired by the exercise of any
Option.


     9.     TERMINATION OF OPTION PERIOD.


     (a)  Unless otherwise provided in any Option Agreement, the unexercised
portion of any Option shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the following:


          (i)  three months after the date on which the Optionee’s employment is
terminated other than by reason of (A) Cause, which, solely for purposes of
this Plan, shall mean the termination of the Optionee’s employment by reason of
the Optionee’s willful misconduct or gross negligence, (B) a mental or physical
disability (within the meaning of Internal Revenue Code Section 22(e)) of the
Optionee as determined by a medical doctor satisfactory to the Committee, or
(C) death of the Optionee;


          (ii)  immediately upon the termination of the Optionee’s employment for
Cause;


          (iii)  twelve months after the date on which the Optionee’s employment is
terminated by reason of a mental or physical disability (within the meaning of
Section 22(e) of the Code) as determined by a medical doctor satisfactory to
the Committee or the Board;


          (iv)  (A) twelve months after the date of termination of the Optionee’s
employment by reason of death of the Optionee, or, if later, (B) three months
after the date on which the Optionee shall die if such death shall occur during
the one year period specified in Subsection 9(a)(iii) hereof. All references
herein to the termination of the Optionee’s employment shall, in the case of an
Optionee who is not an employee of the Company or a Subsidiary, refer to the
termination of the Optionee’s service with the Company.


     (b)  To the extent not previously exercised, (i) each Option shall
terminate immediately in the event of (1) the liquidation or dissolution of the
Company, or (2) any reorganization, merger, consolidation or other form of
corporate transaction in which the Company does not survive, unless the
successor corporation, or a parent or subsidiary of such successor corporation,
assumes the Option or substitutes an equivalent option or right pursuant to
Section 10(c) hereof, and (ii) the Committee or the Board in its sole
discretion may by written notice (“cancellation notice”) cancel, effective upon
the consummation of any corporate transaction described in Subsection 8(b)(i)
hereof in which the Company does survive, any Option that remains unexercised
on such date. The Committee or the Board shall give written notice of any
proposed transaction referred to in this Section 9(b) a reasonable period of
time prior to the closing date for such transaction (which notice may be given
either before or after approval of such transaction), in order that Optionees
may have a reasonable period of time prior to the closing date of such
transaction within which to exercise any Options that then are


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exercisable (including any Options that may become exercisable upon the closing date of
such transaction). An Optionee may condition his exercise of any Option upon
the consummation of a transaction referred to in this Section 9(b).


     10.     ADJUSTMENT OF SHARES.


     (a)  If at any time while the Plan is in effect or unexercised Options are
outstanding, there shall be any increase or decrease in the number of issued
and outstanding Shares through the declaration of a stock dividend or through
any recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in that event:


          (i)  appropriate adjustment shall be made in the maximum number of Shares
available for grant under the Plan, or available for grant to any person under
the Plan, so that the same percentage of the Company’s issued and outstanding
Shares shall continue to be subject to being so optioned; and


          (ii)  the Board or the Committee may, in its discretion, make any
adjustments it deems appropriate in the number of Shares and the exercise price
per Share thereof then subject to any outstanding Option, so that the same
percentage of the Company’s issued and outstanding Shares shall remain subject
to purchase at the same aggregate exercise price.


     (b)  Unless otherwise provided in any Option Agreement, the Committee may
change the terms of Options outstanding under this Plan, with respect to the
option price or the number of Shares subject to the Options, or both, when, in
the Committee’s sole discretion, such adjustments become appropriate so as to
preserve benefits under the Plan.


     (c)  In the event of a proposed sale of all or substantially all of the
Company’s assets or any reorganization, merger, consolidation or other form of
corporate transaction in which the Company does not survive, where the
securities of the successor corporation, or its parent company, are issued to
the Company’s shareholders, then the successor corporation or a parent of the
successor corporation may, with the consent of the Committee or the Board,
assume each outstanding Option or substitute an equivalent option or right. If
the successor corporation, or its parent, does not cause such an assumption or
substitution to occur, or the Committee or the Board does not consent to such
an assumption or substitution, then each Option shall terminate pursuant to
Section 9(b) hereof upon the consummation of sale, merger, consolidation or
other corporate transaction.


     (d)  Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no
adjustment by reason thereof
shall be made to, the number of or exercise price for Shares then subject to
outstanding Options granted under the Plan.


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     (e)  Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company’s capital structure or its business; (ii) any merger or consolidation
of the Company; (iii) any issue by the Company of debt securities, or preferred
or preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.


     11.     TRANSFERABILITY OF OPTIONS AND SHARES.


     (a)  No Incentive Stock Option, and unless the prior written consent of the
Committee or the Board is obtained (which consent may be withheld for any
reason) and the transaction does not violate the requirements of Rule 16b-3
promulgated under the Securities Exchange Act no Non-Qualified Stock Option,
shall be subject to alienation, assignment, pledge, charge or other transfer
other than by the Optionee by will or the laws of descent and distribution, and
any attempt to make any such prohibited transfer shall be void. Each Option
shall be exercisable during the Optionee’s lifetime only by the Optionee, or in
the case of a Non-Qualified Stock Option that has been assigned or transferred
with the prior written consent of the Committee or the Board, only by the
permitted assignee.


     (b)  No Shares acquired by an Officer or Director pursuant to the exercise
of an Option may be sold, assigned, pledged or otherwise transferred prior to
the expiration of the six-month period following the date on which the Option
was granted, unless the transaction does not violate the requirements of Rule
16b-3 promulgated under the Securities Exchange Act.


     12.     ISSUANCE OF SHARES.


     (a)  Notwithstanding any other provision of this Plan, the Company shall
not be obligated to issue any Shares unless it is advised by counsel of its
selection that it may do so without violation of the applicable Federal and
State laws pertaining to the issuance of securities, and may require any stock
so issued to bear a legend, may give its transfer agent instructions, and may
take such other steps, as in its judgment are reasonably required to prevent
any such violation.


     (b)  As a condition to any sale or issuance of Shares upon exercise of any
Option, the Committee or the Board may require such agreements or undertakings
as the Committee or the Board may deem necessary or advisable to facilitate
compliance with any applicable law or regulation including, but not limited to,
the following:


          (i)  a representation and warranty by the Optionee to the Company, at the
time any Option is exercised, that he is acquiring the Shares to be issued to
him for investment and not with a view to, or for sale in connection with, the
distribution of any such Shares; and


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          (ii)  a representation, warranty and/or agreement to be bound by any
legends endorsed upon the certificate(s) for the Shares that are, in the
opinion of the Committee or the Board, necessary or appropriate to facilitate
compliance with the provisions of any securities laws deemed by the Committee
or the Board to be applicable to the issuance and transfer of those Shares.


     13.     ADMINISTRATION OF THE PLAN.


     (a)  The Plan shall be administered by the Board or, at the discretion of
the Board, by a committee appointed by the Board (the “Committee”) which shall
be composed of two or more Directors. The membership of the Committee shall be
constituted so as to comply at all times with the then applicable requirements
for Outside Directors of Rule 16b-3 promulgated under the Securities Exchange
Act and Section 162(m) of the Internal Revenue Code. The Committee shall serve
at the pleasure of the Board and shall have the powers designated herein and
such other powers as the Board may from time to time confer upon it.


     (b)  The Committee or the Board may grant Options pursuant to this Plan to
any persons to whom Options may be granted under Section 5(a) hereof.


     (c)  The Committee or the Board, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The determinations of
the Committee or the Board, and its interpretation and construction of any
provision of the Plan or any Option Agreement, shall be final and conclusive.


     (d)  Any and all decisions or determinations of the Committee shall be made
either (i) by a majority vote of the members of the Committee at a meeting or
(ii) without a meeting by the unanimous written approval of the members of the
Committee.


     14.     WITHHOLDING OR DEDUCTION FOR TAXES. If at any time specified herein
for the making of any issuance or delivery of any Option or Common Stock to any
Optionee, any law or regulation of any governmental authority having
jurisdiction in the premises shall require the Company to withhold, or to make
any deduction for, any taxes or to take any other action in connection with the
issuance or delivery then to be made, the issuance or delivery shall be
deferred until the withholding or deduction shall have been provided for by the
Optionee or beneficiary, or other appropriate action shall have been taken.


     15.     INTERPRETATION.


     (a)  As it is the intent of the Company that the Plan shall comply in all
respects with Rule 16b-3 promulgated under the Securities Exchange Act (“Rule
16b-3”), any ambiguities or inconsistencies in construction of the Plan shall
be interpreted to give effect to such intention, and if any provision of the
Plan is found not to be in compliance with Rule 16b-3, such provision shall be
deemed null and void to the extent required to


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permit the Plan to comply with
Rule 16b-3. The Committee or the Board may from time to time adopt rules and
regulations under, and amend, the Plan in furtherance of the intent of the
foregoing.


     (b)  The Plan and any Option Agreements entered into pursuant to the Plan
shall be administered and interpreted so that all Incentive Stock Options
granted under the Plan will qualify as Incentive Stock Options under Section
422 of the Code. If any provision of the Plan or any Option Agreement relating
to an Incentive Stock Option should be held invalid for the granting of
Incentive Stock Options or illegal for any reason, that determination shall not
affect the remaining provisions hereof, but instead the Plan and the Option
Agreement shall be construed and enforced as if such provision had never been
included in the Plan or the Option Agreement.


     (c)  This Plan shall be governed by the laws of the State of Florida.


     (d)  Headings contained in this Plan are for convenience only and shall in
no manner be construed as part of this Plan.


     (e)  Any reference to the masculine, feminine, or neuter gender shall be a
reference to such other gender as is appropriate.


     16.     AMENDMENT AND DISCONTINUATION OF THE PLAN. The Committee or the Board
may from time to time amend, suspend or terminate the Plan or any Option;
provided, however, that, any amendment to the Plan shall be subject to the
approval of the Company’s shareholders if such shareholder approval is required
by any federal or state law or regulation (including, without limitation, Rule
16b-3 or to comply with Section 162(m) of the Internal Revenue Code) or the
rules of any Stock exchange or automated quotation system on which the Common
Stock may then be listed or granted. Except to the extent provided in Sections
9 and 10 hereof, no amendment, suspension or termination of the Plan or any
Option issued hereunder shall substantially impair the rights or benefits of
any Optionee pursuant to any Option previously granted without the consent of
the Optionee.


     17.     EFFECTIVE DATE AND TERMINATION DATE. The effective date of the Plan is
June 23, 2000, and the Plan shall terminate on the 10th anniversary of the
Effective Date. The Plan shall be submitted to the shareholders of the Company
for their approval and adoption and Options hereunder may be granted prior to
such approval and adoption but contingent upon such approval and adoption.



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