FARO
      TECHNOLOGIES, INC.

    2004
      EQUITY INCENTIVE PLAN

     

    AMENDED
      AND RESTATED

    NOVEMBER
      20, 2008

     

    Section 1. Purpose

     

    The
      purpose of the FARO Technologies, Inc. 2004 Equity Incentive Plan (the “Plan”)
      is to promote the best interests of FARO Technologies, Inc. (together with
      any
      successor thereto, the “Company”) and its shareholders by providing Employees
      and non-employee directors of the Company and its Affiliates (as defined below)
      with an opportunity to acquire a proprietary interest in the Company. It is
      intended that the Plan will promote continuity of management and increased
      incentive and personal interest in the welfare of the Company by those Employees
      who are primarily responsible for shaping and carrying out the long-range plans
      of the Company and securing the Company’s continued growth and financial
      success. In addition, by encouraging stock ownership by directors who are not
      employees of the Company or its Affiliates, the Company seeks to attract and
      retain on its Board of Directors persons of exceptional competence and to
      provide a further incentive to serve as a director of the Company. 

     

    Section 2. Definitions

     

    As
      used
      in the Plan, the following terms shall have the respective meanings set forth
      below:

     

    (a) “Affiliate”
      shall mean any entity that, directly or through one or more intermediaries,
      is
      controlled by, controls, or is under common control with, the
      Company.

     

    (b) “Award”
      shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted
      Stock Unit, Performance Share or Performance Unit granted under the
      Plan.

     

    (c) “Award
      Agreement” shall mean any written agreement, contract, or other instrument or
      document evidencing any Award granted under the Plan.

     

    (d) “Board”
      means the Board of Directors of the Company.

     

    (e) “Change
      in Control” means the occurrence of any one of the following events:


     

    (i) individuals
      who, as of November 20, 2008, constitute the Board (the “Incumbent Directors”)
      cease for any reason to constitute at least a majority of the Board or other
      governing body or entity of the Company, its successor or survivor, provided
      that any person becoming a director subsequent to November 20, 2008 but prior
      to
      any Change in Control, whose election or nomination for election was approved
      or
      recommended by a vote of a majority of the Incumbent Directors then on the
      Board
      (either by a specific vote or by approval of the proxy statement of the Company
      in which such person is named as a nominee for director, without written
      objection to such nomination), shall be an Incumbent Director; provided,
      however, that no individual initially elected or nominated as a director of
      the
      Company as a result of an actual or threatened election contest with respect
      to
      directors or as a result of any other actual or threatened solicitation of
      proxies or consents by or on behalf of any person other than the Board shall
      be
      deemed to be an Incumbent Director; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii) any
      person is or becomes an owner or beneficial owner, directly or indirectly,
      of
      securities of the Company representing 40% or more of the combined voting power
      of the Company’s then outstanding securities eligible to vote generally in the
      election of directors (the “Company Voting Securities”); provided, however, that
      the event described in this subsection (ii) shall not be deemed to be a Change
      in Control by virtue of any of the following acquisitions: (A) by the Company
      or
      any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored
      or
      maintained by the Company or any Subsidiary, (C) by any underwriter temporarily
      holding securities pursuant to an offering of such securities, (D) pursuant
      to a
      Non-Qualifying Transaction (as defined in subsection (iii) below), (E) pursuant
      to any acquisition by the Participant or any group of persons including the
      Participant (or any entity controlled by the Participant or any group of persons
      including the Participant), or (F) through a transaction (other than one
      described in subsection (iii) below) in which Company Voting Securities are
      acquired from the Company, if a majority of the Incumbent Directors approve
      a
      resolution providing expressly that the acquisition pursuant to this clause
      (F)
      does not constitute a Change in Control under this subsection (ii);


     

    (iii) the
      consummation of a merger, consolidation, statutory share exchange,
      reorganization, sale of all or substantially all the Company’s assets or similar
      form of corporate transaction involving the Company or any of its Subsidiaries
      that requires the approval of the Company’s shareholders, whether for such
      transaction or the issuance of securities in the transaction (a “Business
      Combination”), unless immediately following such Business Combination: (A) at
      least 50% of the total voting power of the corporation or other entity resulting
      from, or succeeding to the interests of the Company in, such Business
      Combination (or, if applicable, the ultimate parent entity that has the power
      to
      elect a majority of the directors of such corporation or other entity) (the
      “Surviving Corporation”) is represented by Company Voting Securities that were
      outstanding immediately prior to such Business Combination (or, if applicable,
      is represented by shares into which such Company Voting Securities were
      converted pursuant to such Business Combination), and such voting power among
      the holders thereof is in substantially the same proportion as the voting power
      of such Company Voting Securities among the holders thereof immediately prior
      to
      the Business Combination, (B) no person (other than any employee benefit plan
      (or related trust) sponsored or maintained by the Surviving Corporation) is
      or
      becomes the owner or beneficial owner, directly or indirectly, of 40% or more
      of
      the total voting power of the outstanding voting securities eligible to elect
      directors of the Surviving Corporation, and (C) at least a majority of the
      members of the board of directors of the Surviving Corporation following the
      consummation of the Business Combination were Incumbent Directors at the time
      of
      the Board’s approval of the execution of the initial agreement providing for
      such Business Combination; any Business Combination which satisfies all of
      the
      criteria specified in (A), (B) and (C) above shall be deemed to be a
“Non-Qualifying Transaction”; or 

     

    (iv) the
      shareholders of the Company approve a plan of complete liquidation or
      dissolution of the Company. 

     

    Notwithstanding
      the foregoing, (A) a Change in Control shall not be deemed to occur solely
      because any person acquires beneficial ownership of more than 40% of the Company
      Voting Securities as a result of the acquisition of Company Voting Securities
      by
      the Company or its affiliates which reduces the number of Company Voting
      Securities outstanding; provided, that if after the consummation of such
      acquisition by the Company such person becomes the beneficial owner of
      additional Company Voting Securities that increases the percentage of
      outstanding Company Voting Securities beneficially owned by such person, a
      Change in Control of the Company shall then occur and (B) with respect to an
      Award that is considered deferred compensation subject to Code Section 409A,
      if
      the definition of Change in Control results in the payment of such Award, then
      such definition shall be amended to the minimum extent necessary, if at all,
      so
      that the definition satisfies the requirements of a change of control under
      Code
      Section 409A.

     

    
      
         

      

      
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    For
      purposes of this Change in Control definition, “corporation” shall include any
      limited liability company, partnership, association, business trust and similar
      organization, and “board of directors” shall refer to the ultimate governing
      body of such organization and “director” shall refer to any member of such
      governing body.

     

    (f) “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time.
      Any
      reference to a specific provision of the Code shall also be deemed a reference
      to any successor provision thereto.

     

    (g) “Commission”
      shall mean the United States Securities and Exchange Commission or any successor
      agency.

     

    (h) “Committee”
      shall mean a committee of the Board designated by such Board to administer
      the
      Plan and comprised solely of not less than two directors, each of whom will
      be a
“non-employee director” within the meaning of Rule 16b-3 and each of whom will
      be an “outside director” within the meaning of Section 162(m)(4)(C) of the Code;
provided
      that the
      mere fact that the Committee shall fail to qualify under the foregoing
      requirements shall not invalidate any Award made by the Committee that is
      otherwise validly made under the Plan, unless the Committee is aware at the
      time
      of the Award’s grant of the Committee’s failure to so qualify.

     

    (i) “Covered
      Executive” shall mean each employee of the Company or any Subsidiary who, on the
      date a Change in Control occurs, is covered by the Company’s Change in Control
      Severance Policy (as identified in the Company’s Change in Control Severance
      Policy) or any successor policy thereto. 

     

    (j) “Dividend
      Equivalent” shall mean a right, granted to a Participating Employee or a
      Non-Employee Director under the Plan, to receive cash equal to the cash
      dividends paid with respect to a specified number of Shares. Dividend
      Equivalents shall not be deemed to be Awards under the Plan.

     

    (k) “Employee”
      shall mean any employee of the Company or any Subsidiary.

     

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

     

    (m) “Excluded
      Items” shall mean any items which the Committee determines shall be excluded in
      fixing Performance Goals, including, without limitation, any gains or losses
      from discontinued operations, any extraordinary gains or losses and the effects
      of accounting changes. 

     

    
      
         

      

      
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    (n) “Fair
      Market Value” shall mean, with respect to any property (including, without
      limitation, any Shares or other securities), the fair market value of such
      property determined by such methods or procedures as shall be established from
      time to time by the Committee.

     

    (o) “Incentive
      Stock Option” shall mean an option granted under Section 6(a)
      of the
      Plan that is intended to meet the requirements of Section 422 of the
      Code.

     

    (p) “Non-Employee
      Director” shall mean a member of the Board of Directors of the Company who is
      not an employee of the Company or any Affiliate.

     

    (q) “Non-Qualified
      Stock Option” shall mean an option granted under Section 6(a)
      of the
      Plan that is not intended to be an Incentive Stock Option.

     

    (r) “Option”
      shall mean an Incentive Stock Option or a Non-Qualified Stock
      Option.

     

    (s) “Participant”
      shall mean each of the Non-Employee Directors and Covered Executives designated
      by the Committee to be granted an Award under the Plan.

     

    (t) “Participating
      Employee” shall mean a Employee designated by the Committee to be granted an
      Award under the Plan.

     

    (u) “Performance
      Goals” shall mean each of, or a combination of one or more of, the following (in
      all cases after excluding the impact of applicable Excluded Items):

     

    (i) Return
      on
      equity;

     

    (ii) Return
      on
      investment;

     

    (iii) Return
      on
      net assets;

     

    (iv) Return
      on
      revenues;

     

    (v) Operating
      income;

     

    (vi) Performance
      value added (as defined by the Committee at the time of selection);

     

    (vii) Pre-tax
      profits;

     

    (viii) Net
      income;

     

    (ix) Net
      income per Share;

     

    (x) Working
      capital as a percent of net revenues;

     

    (xi) Net
      cash
      provided by operating activities;

     

    (xii) Market
      price per Share;

     

    
      
         

      

      
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    (xiii) Total
      shareholder return;

     

    (xiv) Key
      operational measures, which shall be deemed to include new customer origination,
      customer penetration, customer satisfaction, employee safety, market share,
      plant utilization, cost containment, and cost structure reduction.

     

    (xv) Cash
      flow
      or cash flow per share;

     

    (xvi) Reserve
      value or reserve value per share;

     

    (xvii) Net
      asset
      value or net asset value per share;

     

    (xviii) Production
      volumes; and

     

    (xix) Product
      and technology developments and improvements.

     

    measured
      in each case for the Performance Period (aa) for the Company on a
      consolidated basis, (bb) for any one or more Affiliates or divisions of the
      Company, where appropriate, and/or (cc) for any other business unit or
      units of the Company or any Affiliate, where appropriate, as defined by the
      Committee at the time of selection; provided that it shall only be appropriate
      to measure net earnings per Share and market price per Share on a consolidated
      basis.

     

    (v) “Performance
      Period” shall mean, in relation to Performance Shares or
      Performance Units, any period for which a Performance Goal or Goals have been
      established; provided,
      however,
      that
      such period shall not be less than one year.

     

    (w) “Performance
      Share” shall mean any right granted under Section 6(e)
      of the
      Plan that will be paid out in cash, as a Share (which, in specified
      circumstances, may be a Share of Restricted Stock) or as a Restricted Stock
      Unit, which right is contingent on the achievement of one or more Performance
      Goals during a specified Performance Period.

     

    (x) “Performance
      Unit” shall mean any right granted under Section 6(e)
      of the
      Plan to receive a designated dollar value amount in cash, Shares (which, in
      specified circumstances, may be a designated dollar value amount of Shares
      of
      Restricted Stock) or Restricted Stock Units, which right is contingent on the
      achievement of one or more Performance Goals during a specified Performance
      Period.

     

    (y) “Person”
      shall mean any individual, corporation, partnership, association, joint-stock
      company, trust, unincorporated organization, or government or political
      subdivision thereof.

     

    (z) “Released
      Securities” shall mean Shares of Restricted Stock with respect to which all
      applicable restrictions have expired, lapsed, or been waived.

     

    (aa) “Restricted
      Securities” shall mean Awards of Restricted Stock or other Awards under which
      issued and outstanding Shares are held subject to certain
      restrictions.

     

    (bb) “Restricted
      Stock” shall mean any Share granted under Section 6(c)
      of the
      Plan or, in specified circumstances, a Share paid in connection with another
      Award, with such Share subject to risk of forfeiture and restrictions on
      transfer or other restrictions that will lapse upon the achievement of one
      or
      more goals relating to completion of service by the Employee or Non-Employee
      Director or the achievement of performance or other objectives, as determined
      by
      the Committee.

     

    
      
         

      

      
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    (cc) “Restricted
      Stock Unit” shall mean any right to receive Shares in the future granted under
Section 6(d)
      of the
      Plan or paid in connection with another Award, with such right subject to risk
      of forfeiture and restrictions on transfer or other restrictions that will
      lapse
      upon the achievement of one or more goals relating to completion of service
      by
      the Employee or Non-Employee Director or the achievement of performance or
      other
      objectives, as determined by the Committee.

     

    (dd) “Rule
      16b-3” shall mean Rule 16b-3 as promulgated by the Commission under the Exchange
      Act, or any successor rule or regulation thereto.

     

    (ee) “Shares”
      shall mean shares of common stock of the Company, $.001 par value, and such
      other securities or property as may become subject to Awards pursuant to an
      adjustment made under Section 4(b)
      of the
      Plan.

     

    (ff) “Stock
      Appreciation Right” shall mean any right granted under Section 6(b)
      of the
      Plan.

     

    (gg) “Subsidiary”
      shall mean any corporation or other entity in which the Company has a direct
      or
      indirect ownership interest of 50% or more of the total combined voting power
      of
      the then-outstanding securities or interests of such corporation or other entity
      entitled to vote generally in the election of directors (or members of any
      similar governing body) or in which the Company has the right to receive 50%
      or
      more of the distribution of profits or 50% of the assets or liquidation or
      dissolution.

     

    Section 3. Administration

     

    The
      Plan
      shall be administered by the Committee; provided,
      however,
      that if
      at any time the Committee shall not be in existence, the functions of the
      Committee as specified in the Plan shall be exercised by a committee consisting
      of those members of the Board who qualify as “non-employee directors” under Rule
      16b-3 and as “outside directors” under Section 162(m)(4)(C) of the Code. To the
      extent permitted by applicable law, the Committee may delegate to one or more
      executive officers of the Company any or all of the authority and responsibility
      of the Committee with respect to the Plan, other than with respect to Persons
      who are subject to Section 16 of the Exchange Act. To the extent the
      Committee has so delegated to one or more executive officers the authority
      and
      responsibility of the Committee, all references to the Committee herein shall
      include such officer or officers.

     

    
      
         

      

      
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    Subject
      to the terms of the Plan and without limitation by reason of enumeration, the
      Committee shall have full discretionary power and authority to:
      (i) designate Participating Employees and select Non-Employee Directors to
      be participants under the Plan; (ii) determine the type or types of Awards
      to be granted to each Participating Employee and Non-Employee Director under
      the
      Plan; (iii) determine the number of Shares to be covered by (or with
      respect to which payments, rights, or other matters are to be calculated in
      connection with) Awards granted to Participating Employees or Non-Employee
      Directors; (iv) determine the terms and conditions of any Award granted to
      a Participating Employee or Non-Employee Director (provided,
      however,
      that the
      exercise price of any Option shall not be less than 100% of the Fair Market
      Value of a Share on the date of grant of such Option); (v) determine
      whether, to what extent, and under what circumstances Awards granted to
      Participating Employees or Non-Employee Directors may be settled or exercised
      in
      cash, Shares, other securities, other Awards, or other property, and the method
      or methods by which Awards may be settled, exercised, cancelled, forfeited,
      or
      suspended; (vi) determine whether, to what extent, and under what
      circumstances cash, Shares, other Awards, and other amounts payable with respect
      to an Award granted to Participating Employees of Non-Employee Directors under
      the Plan shall be deferred either automatically or at the election of the holder
      thereof or of the Committee; (vii) interpret and administer the Plan and
      any instrument or agreement relating to, or Award made under, the Plan
      (including, without limitation, any Award Agreement); (viii) establish,
      amend, suspend, or waive such rules and regulations and appoint such agents
      as
      it shall deem appropriate for the proper administration of the Plan; and
      (ix) make any other determination and take any other action that the
      Committee deems necessary or desirable for the administration of the Plan.
      Unless otherwise expressly provided in the Plan, all designations,
      determinations, interpretations, and other decisions under or with respect
      to
      the Plan or any Award shall be within the sole discretion of the Committee,
      may
      be made at any time, and shall be final, conclusive, and binding upon all
      Persons, including the Company, any Affiliate, any Participating Employee,
      any
      Non-Employee Director, any holder or beneficiary of any Award, any shareholder,
      and any employee of the Company or of any Affiliate.

     

    Section 4. Shares
      Available for Award

     

    (a) Shares
      Available.
      Subject
      to adjustment as provided in Section 4(b):

     

    (i) Number
      of Shares Available.
      The
      number of Shares with respect to which Awards may be granted under the Plan
      shall be 1,750,000 Shares. If, after the effective date of the Plan, any Shares
      covered by an Award granted under the Plan, or to which any Award relates,
      are
      forfeited or if an Award otherwise terminates, expires or is cancelled prior
      to
      the delivery of all of the Shares or of other consideration issuable or payable
      pursuant to such Award, then the number of Shares counted against the number
      of
      Shares available under the Plan in connection with the grant of such Award,
      to
      the extent of any such forfeiture, termination, expiration or cancellation,
      shall again be available for granting of additional Awards under the
      Plan.

     

    (ii) Limitations
      on Awards to Individual Participants.
      No
      Participating Employee shall be granted, during any calendar year, Options
      for
      more than 150,000 Shares, Stock Appreciation Rights with respect to more than
      150,000 Shares, more than 105,000 Shares of Restricted Stock, more than 105,000
      Restricted Stock Units, more than 105,000 Performance Shares nor more than
      105,000 Performance Units under the Plan. In all cases, determinations under
      this Section 4(a)(ii)
      shall be
      made in a manner that is consistent with the exemption for performance-based
      compensation provided by Section 162(m) of the Code and any regulations
      promulgated thereunder.

     

    (iii) Accounting
      for Awards.
      The
      number of Shares covered by an Award under the Plan, or to which such Award
      relates, shall be counted on the date of grant of such Award against the number
      of Shares available for granting Awards under the Plan.

     

    
      
         

      

      
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    (iv) Sources
      of Shares Deliverable Under Awards.
      Any
      Shares delivered pursuant to an Award may consist, in whole or in part, of
      authorized and unissued Shares or of treasury Shares.

     

    (b) Adjustments.
      In the
      event that the Committee shall determine that any dividend or other distribution
      (whether in the form of cash, Shares, other securities, or other property),
      recapitalization, stock split, reverse stock split, reorganization, merger,
      consolidation, split-up, spin-off, combination, repurchase, or exchange of
      Shares or other securities of the Company, issuance of warrants or other rights
      to purchase Shares or other securities of the Company, or other similar
      corporate transaction or event affects the Shares such that an adjustment is
      determined by the Committee to be appropriate, then the Committee may, in such
      manner as it may deem equitable, adjust any or all of (i) the number and type
      of
      Shares subject to the Plan and which thereafter may be made the subject of
      Awards under the Plan, (ii) the number and type of Shares subject to the
      individual participant limits of Section 4(a)(ii),
      (iii)
      the number and type of Shares subject to outstanding Awards, and (iv) the grant,
      purchase, or exercise price with respect to any Award to reflect such
      transaction or event; or, if deemed appropriate, make provision for a cash
      payment to the holder of an outstanding Award in exchange for cancellation
      of
      such Award or in lieu of any or all of the foregoing adjustments; provided,
      however,
      in each
      case, that with respect to Awards of Incentive Stock Options no such adjustment
      shall be authorized to the extent that such authority would cause the Plan
      to
      violate Section 422(b) of the Code; and provided
      further
      that the
      number of Shares subject to any Award payable or denominated in Shares shall
      always be a whole number.

     

    Section 5. Eligibility

     

    The
      Committee may designate any Employee as a Participating Employee. All
      Non-Employee Directors shall be eligible to receive, at the discretion of the
      Committee, Awards of Non-Qualified Stock Options pursuant to Section 6(a),
      Restricted Stock pursuant to Section 6(c) and Restricted Stock Units pursuant
      to
      Section 6(d). 

     

    Section 6. Awards

     

    (a) Option
      Awards.
      The
      Committee may grant Options to Employees and Non-Employee Directors with the
      terms and conditions as set forth below and with such additional terms and
      conditions, in either case not inconsistent with the provisions of the Plan,
      as
      the Committee shall determine.

     

    (i) Type
      of Option.
      The
      Committee shall determine whether an Option granted to a Participating Employee
      is to be an Incentive Stock Option or Non-Qualified Stock Option; provided,
      however,
      that
      Incentive Stock Options may be granted only to Employees of the Company, a
      parent corporation (within the meaning of Code Section 424(e)) or a subsidiary
      corporation (within the meaning of Code Section 424(f)). All Options granted
      to
      Non-Employee Directors shall be Non-Qualified Stock Options.

     

    (ii) Exercise
      Price.
      The
      exercise price per Share of an Option granted pursuant to this Section 6(a)
      shall be
      determined by the Committee; provided,
      however,
      that
      such exercise price shall not be less than 100% of the Fair Market Value of
      a
      Share on the date of grant of such Option.

     

    
      
         

      

      
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    (iii) Option
      Term.
      The
      term of each Option shall be fixed by the Committee; provided,
      however,
      that in
      no event shall the term of any Option exceed a period of ten years from the
      date
      of its grant.

     

    (iv) Exercisability
      and Method of Exercise.
      An
      Option shall become exercisable in such manner and within such period or periods
      and in such installments or otherwise as shall be determined by the Committee;
      provided,
      however,
      that
      except as provided in Section 6(f)
      below,
      no Option may vest and become exercisable within a period that is less than
      one
      year from the date of grant of such Option. The Committee also shall determine
      the method or methods by which, and the form or forms, including, without
      limitation, cash, Shares, other securities, other Awards, or other property,
      or
      any combination thereof, having a Fair Market Value on the exercise date equal
      to the relevant exercise price, in which payment of the exercise price with
      respect to any Option may be made or deemed to have been made.

     

    (v) Incentive
      Stock Options.
      The
      terms of any Incentive Stock Option granted to a Employee under the Plan shall
      comply in all respects with the provisions of Section 422 of the Code and
      any regulations promulgated thereunder. Notwithstanding any provision in the
      Plan to the contrary, no Incentive Stock Option may be granted hereunder after
      the tenth anniversary of the adoption of the Plan by the Board.

     

    (b) Stock
      Appreciation Rights.
      The
      Committee may grant Stock Appreciation Rights to Employees. Non-Employee
      Directors are not eligible to be granted Stock Appreciation Rights under the
      Plan. Subject to the terms of the Plan and any applicable Award Agreement,
      a
      Stock Appreciation Right granted under the Plan shall confer on the holder
      thereof a right to receive, upon exercise thereof, the excess of (i) the Fair
      Market Value of one Share on the date of exercise over (ii) the grant price
      of
      the Stock Appreciation Right as specified by the Committee, which shall not
      be
      less than 100% of the Fair Market Value of one Share on the date of grant of
      the
      Stock Appreciation Right. Subject to the terms of the Plan, the grant price,
      term, methods of exercise, methods of settlement (including whether the
      Participating Employee will be paid in cash, Shares, other securities, other
      Awards, or other property, or any combination thereof), and any other terms
      and
      conditions of any Stock Appreciation Right shall be determined by the
      Committee. The
      Committee may impose such conditions or restrictions on the exercise of any
      Stock Appreciation Right as it may deem appropriate.

     

    (c) Restricted
      Stock Awards.

     

    (i) Issuance.
      The
      Committee may grant Awards of Restricted Stock to Employees and Non-Employee
      Directors.

     

    (ii) Restrictions.
      Shares
      of Restricted Stock granted to Participating Employees and Non-Employee
      Directors shall be subject to such restrictions as the Committee may impose
      (including, without limitation, any limitation on the right to vote a Share
      of
      Restricted Stock or the right to receive any dividend or other right or
      property), which restrictions may lapse separately or in combination at such
      time or times, in such installments or otherwise, as the Committee may deem
      appropriate.

     

    
      
         

      

      
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    (iii) Registration.
      Any
      Restricted Stock granted under the Plan to a Participating Employee or
      Non-Employee Director may be evidenced in such manner as the Committee may
      deem
      appropriate, including, without limitation, book-entry registration or issuance
      of a stock certificate or certificates. In the event any stock certificate
      is
      issued in respect of Shares of Restricted Stock granted under the Plan to a
      Participating Employee or Non-Employee Director, such certificate shall be
      registered in the name of the Participating Employee or Non-Employee Director
      and shall bear an appropriate legend (as determined by the Committee) referring
      to the terms, conditions, and restrictions applicable to such Restricted
      Stock.

     

    (iv) Payment
      of Restricted Stock.
      At the
      end of the applicable restriction period relating to Restricted Stock granted
      to
      a Participating Employee or Non-Employee Director, one or more stock
      certificates for the appropriate number of Shares, free of restrictions imposed
      under the Plan, shall be delivered to the Participating Employee or Non-Employee
      Director, or, if the Participating Employee or Non-Employee Director received
      stock certificates representing the Restricted Stock at the time of grant,
      the
      legends placed on such certificates shall be removed.

     

    (v) Forfeiture.
      Except
      as otherwise determined by the Committee, upon termination of employment of
      a
      Participating Employee or service as a director of a Non-Employee Director
      (as
      determined under criteria established by the Committee) for any reason during
      the applicable restriction period, all Shares of Restricted Stock still subject
      to restriction shall be forfeited by the Participating Employee or Non-Employee
      Director; provided,
      however,
      that
      the Committee may, when it finds that a waiver would be in the best interests
      of
      the Company, waive in whole or in part any or all remaining restrictions with
      respect to Shares of Restricted Stock held by a Participating Employee or
      Non-Employee Director.

     

    (vi) Minimum
      Period of Service. If
      the
      right to become vested in a Restricted Stock Award granted under this
      Section 6(c) is conditioned on the completion of a specified period of
      service with the Company or its Affiliates, without achievement of Performance
      Goals or other performance objectives being required as a condition of vesting,
      and without it being granted in lieu of other compensation, then the required
      period of service for vesting shall be not less than three years (subject to
      acceleration of vesting, to the extent permitted by the Committee, in the event
      of the Participating Employee’s or Non-Employee Director’s death, disability,
      retirement or involuntary termination or in the event of a change in control
      (as
      defined by the Committee or a Change in Control as defined herein).

     

    (d) Restricted
      Stock Units.

     

    (i) Issuance.
      The
      Committee may grant Awards of Restricted Stock Units to Employees or
      Non-Employee Directors.

     

    (ii) Restrictions.
      Restricted Stock Units granted to Participating Employees or Non-Employee
      Directors shall be subject to such restrictions as the Committee may impose,
      which restrictions may lapse separately or in combination at such time or times,
      in such installments or otherwise, as the Committee may deem
      appropriate.

     

    (iii) Payment
      of Shares.
      At the
      end of the applicable restriction period relating to Restricted Stock Units
      granted to a Participating Employee or Non-Employee Director, one or more stock
      certificates for the number of Shares equal to the corresponding number of
      Restricted Stock Units, free of restrictions imposed under the Plan, shall
      be
      delivered to the Participating Employee or Non-Employee Director.

     

    
      
         

      

      
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    (iv) Forfeiture.
      Except
      as otherwise determined by the Committee, upon termination of employment of
      a
      Participating Employee or service as a director of a Non-Employee Director
      (as
      determined under criteria established by the Committee) for any reason during
      the applicable restriction period, all unvested Restricted Stock Units shall
      be
      forfeited by the Participating Employee or Non-Employee Director; provided,
      however,
      that
      the Committee may, when it finds that a waiver would be in the best interests
      of
      the Company, waive in whole or in part any or all remaining restrictions with
      respect to Restricted Stock Units held by a Participating Employee or
      Non-Employee Director.

     

    (v) Minimum
      Period of Service. If
      the
      right to become vested in a Restricted Stock Unit Award granted under this
      Section 6(d) is conditioned on the completion of a specified period of
      service with the Company or its Affiliates, without achievement of Performance
      Goals or other performance objectives being required as a condition of vesting,
      and without it being granted in lieu of other compensation, then the required
      period of service for vesting shall be not less than three years (subject to
      acceleration of vesting, to the extent permitted by the Committee, in the event
      of the Participating Employee’s or Non-Employee Director’s death, disability,
      retirement or involuntary termination or in the event of a change in control
      (as
      defined by the Committee or a Change in Control as defined herein).

     

    (e) Performance
      Shares and Performance Units.

     

    (i) Issuance.
      The
      Committee may grant Awards of Performance Shares and/or Performance Units to
      Employees. Non-Employee Directors are not eligible to be granted Performance
      Shares or Performance Units under the Plan.

     

    (ii) Performance
      Goals and Other Terms.
      The
      Committee shall determine the Performance Period, the Performance Goal or Goals
      (and the performance level or levels related thereto) to be achieved during
      any
      Performance Period, the proportion of payments, if any, to be made for
      performance between the minimum and full performance levels for any Performance
      Goal and, if applicable, the relative percentage weighting given to each of
      the
      selected Performance Goals. The Committee shall also determine the restrictions
      applicable to Shares of Restricted Stock or Restricted Stock Units received
      upon
      payment of Performance Shares or Performance Units if Performance Shares or
      Performance Units are paid in such manner, and any other terms, conditions
      and
      rights relating to a grant of Performance Shares or Performance Units. The
      Committee shall have sole discretion to choose among the selected Performance
      Goals set forth in Section 2(u). Subject to shareholder approval to the
      extent required to qualify the Award for the performance-based exemption
      provided by Section 162(m) of the Code, the Committee shall have sole
      discretion to choose Performance Goals in addition to those set forth in
      Section 2(u), or alter such Performance Goals. Notwithstanding the
      foregoing, in the event the Committee determines it is advisable to grant
      Performance Shares or Performance Units which do not qualify for the
      performance-based exemption under Section 162(m) of the Code, the Committee
      may make such grants without satisfying the requirements thereof.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    (iii) No
      Voting Rights.
      Participating Employees shall have no voting rights with respect to Performance
      Shares or Shares underlying Performance Units held by them during the applicable
      Performance Period.

     

    (iv) Payment.
      As soon
      as is reasonably practicable following the end of the applicable Performance
      Period, and subject to the Committee certifying in writing as to the
      satisfaction of the requisite Performance Goal or Goals if such certification
      is
      required in order to qualify the Award for the performance-based exemption
      provided by Section 162(m) of the Code, payment of earned Performance
      Shares and/or Performance Units shall be made. The Committee, in its sole
      discretion, may pay earned Performance Shares and Performance Units in the
      form
      of cash, Shares (which may be Shares of Restricted Stock), Restricted Stock
      Units or a combination of cash, Shares (which may be Shares of Restricted Stock)
      and/or Restricted Stock Units, which have an aggregate Fair Market Value equal
      to the value of the earned Performance Shares and Shares underlying earned
      Performance Units at the close of the applicable Performance Period. Any Shares
      of Restricted Stock payable in connection with Performance Shares or Performance
      Units shall, pending the expiration, lapse, or waiver of the applicable
      restrictions, be evidenced in the manner as set forth in Section 6(c)(iii)
      hereof. 

     

    (f) Accelerated
      Vesting of Awards.  

     

    (i) Upon
      a
      Change in Control, all unvested Options, unvested Restricted Stock, unvested
      Restricted Stock Units, and other unvested Awards held by any Participant shall
      vest and, with respect to Options and other Awards that are to be exercised,
      become immediately exercisable and shall be exercisable for a period ending
      on
      the later of (A) the fifth anniversary of the date the Change in Control occurs
      or (B) the last date that such Option or other Award would otherwise be
      exercisable under the terms of the applicable Award Agreement or the Plan;
      provided, that in no event shall any Option or other Award be exercisable after
      the expiration of the original term of the Option or other Award;

     

    (ii) Upon
      the
      retirement from the Board of a Non-Employee Director following at least five
      years of continuous service on the Board, all unvested Options, unvested
      Restricted Stock, unvested Restricted Stock Units, and other unvested Awards
      held by such Non-Employee Director shall vest and, with respect to Options
      and
      other Awards that are to be exercised, become immediately exercisable and shall
      be exercisable for a period ending on the last date that such Option or other
      Award would be exercisable under the terms of the applicable Award Agreement
      or
      the Plan; and

     

    (iii) The
      Committee and the Board shall have the authority to provide that any Award
      will
      become fully vested and exercisable automatically upon the Participating
      Employee’s or Non-Employee Director’s death, disability, retirement or
      involuntary termination or in the event of a change in control (as defined
      by
      the Committee or a Change in Control as defined herein), and the acceleration
      of
      vesting an exercisability of such Award shall be governed by the terms of the
      applicable Award Agreement or, if applicable, any employment agreement or other
      agreement with such Participating Employee or Non-Employee
      Director.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    (g) General.

     

    (i) No
      Consideration for Awards.
      Awards
      shall be granted to Participating Employees and Non-Employee Directors for
      no
      cash consideration unless otherwise determined by the Committee.

     

    (ii) Award
      Agreements.
      Each
      Award granted under the Plan shall be evidenced by an Award Agreement in such
      form (consistent with the terms of the Plan) as shall have been approved by
      the
      Committee.

     

    (iii) Awards
      May Be Granted Separately or Together.
      Awards
      to Participating Employees under the Plan may be granted either alone or in
      addition to, in tandem with, or in substitution for any other Award or any
      award
      granted under any other plan of the Company or any Affiliate. Awards granted
      in
      addition to or in tandem with other Awards, or in addition to or in tandem
      with
      awards granted under any other plan of the Company or any Affiliate, may be
      granted either at the same time as or at a different time from the grant of
      such
      other Awards or awards.

     

    (iv) Forms
      of Payment Under Awards.
      Subject
      to the terms of the Plan and of any applicable Award Agreement, payments or
      transfers to be made by the Company or an Affiliate upon the grant, exercise,
      or
      payment of an Award to a Participating Employee or Non-Employee Director may
      be
      made in such form or forms as the Committee shall determine, and may be made
      in
      a single payment or transfer, in installments, or on a deferred basis, in each
      case in accordance with rules and procedures established by the Committee.
      Such
      rules and procedures may include, without limitation, provisions for the payment
      or crediting of interest on installment or deferred payments.

     

    (v) Limits
      on Transfer of Awards.
      Except
      as otherwise provided by the Committee, no Award (other than Released
      Securities), and no right under any such Award, shall be assignable, alienable,
      saleable, or transferable by a Participating Employee or Non-Employee Director
      otherwise than by will or by the laws of descent and distribution (or, in the
      case of an Award of Restricted Securities, to the Company); provided,
      however,
      that a
      Participating Employee or Non-Employee Director at the discretion of the
      Committee may be entitled, in the manner established by the Committee, to
      designate a beneficiary or beneficiaries to exercise his or her rights, and
      to
      receive any property distributable, with respect to any Award upon the death
      of
      the Participating Employee or Non-Employee Director, as the case may be. Each
      Award, and each right under any Award, shall be exercisable, during the lifetime
      of the Participating Employee or Non-Employee Director, only by such individual
      or, if permissible under applicable law, by such individual’s guardian or legal
      representative. Except as otherwise provided by the Committee, no Award (other
      than Released Securities), and no right under any such Award, may be pledged,
      alienated, attached, or otherwise encumbered, and any purported pledge,
      alienation, attachment, or encumbrance thereof shall be void and unenforceable
      against the Company or any Affiliate.

     

    (vi) Term
      of Awards.
      Except
      as otherwise provided in the Plan, the term of each Award shall be for such
      period as may be determined by the Committee.

     

    (vii) Share
      Certificates; Representation.
      In
      addition to the restrictions imposed pursuant to Section 6(c) and
      Section 6(e) hereof, all certificates for Shares delivered under the Plan
      pursuant to any Award or the exercise thereof shall be subject to such stop
      transfer orders and other restrictions as the Committee may deem advisable
      under
      the Plan or the rules, regulations, and other requirements of the Commission,
      any stock exchange or other market upon which such Shares are then listed or
      traded, and any applicable federal or state securities laws, and the Committee
      may cause a legend or legends to be put on any such certificates to make
      appropriate reference to such restrictions. The Committee may require each
      Participating Employee, Non-Employee Director or other Person who acquires
      Shares under the Plan by means of an Award originally made to a Participating
      Employee or Non-Employee Director to represent to the Company in writing that
      such Participating Employee, Non-Employee Director or other Person is acquiring
      the Shares without a view to the distribution thereof.

     

    
      
         

      

      
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    (h) Dividend
      Equivalents.
      In
      addition to Awards granted under the Plan, the Committee may grant Dividend
      Equivalents to Participating Employees and Non-Employee Directors, entitling
      the
      Participating Employees and Non-Employee Directors to receive cash equal to
      cash
      dividends paid with respect to a specified number of Shares. Dividend
      Equivalents may only be granted in connection with an Award granted to the
      Participating Employee or Non-Employee Director under the Plan. The Committee
      may provide that Dividend Equivalents shall be paid or distributed when accrued
      or shall be deemed to have been reinvested in such investment vehicles as
      determined by the Committee, subject to such restrictions and risks of
      forfeiture as the Committee may impose.

     

    (i) No
      Repricing of Options.
      Except
      adjustments made pursuant to Section 4(b) or adjustments made with prior
      approval of the Company’s shareholders, the Committee shall not have the
      authority to effect (i) the repricing of any outstanding Options under the
      Plan
      or (ii) the modification of an Option or entering into a transaction or series
      of transactions which modification or transaction(s) would be deemed to
      constitute a repricing of an Option pursuant to Financial Accounting Standards
      Board Interpretation No. 44, Accounting for Certain Transactions Involving
      Stock
      Compensation, March 2000, as amended or supplemented from time to time. The
      provisions of this Section 6(i) cannot be amended unless the amendment is
      approved by the Company’s shareholders.

     

    Section 7. Amendment
      and Termination of the Plan; Correction
      of Defects and Omissions

     

    (a) Amendments
      to and Termination of the Plan.
      Except
      as otherwise provided herein, the Board may at any time amend, alter, suspend,
      discontinue, or terminate the Plan; provided,
      however,
      that
      shareholder approval of any amendment of the Plan shall also be obtained (i)
      if
      such amendment (A) increases the number of Shares with respect to which Awards
      may be granted under the Plan (other than increases related to adjustments
      made
      as provided in Section 4(b) hereof), (B) expands the class of persons
      eligible to participate under the Plan or (C) otherwise increases in any
      material respect the benefits payable under the Plan; or (ii) if otherwise
      required by (A) the Code or any rules promulgated thereunder (in order to allow
      for Incentive Stock Options to be granted under the Plan), or (B) the listing
      requirements of the NASDAQ Global Select Market or any principal securities
      exchange or market on which the Shares are then traded (in order to maintain
      the
      listing of the Shares thereon). Termination of the Plan shall not affect the
      rights of Participating Employees or Non-Employee Directors with respect to
      Awards previously granted to them, and all unexpired Awards shall continue
      in
      force and effect after termination of the Plan except as they may lapse or
      be
      terminated by their own terms and conditions.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    (b) Amendment
      or Substitution of Awards under the Plan.
      Subject
      to Section 6(i), the terms of any outstanding Award under the Plan may be
      amended from time to time by the Committee in its discretion in any manner
      that
      it deems appropriate, including, but not limited to, acceleration of the date
      of
      exercise of any award and/or payments thereunder or of the date of lapse of
      restrictions on Shares (but only to the extent permitted by regulations issued
      under Section 409A(a)(3) of the Code); provided that, except as otherwise
      provided in Section 4(b), no such amendment shall adversely affect in a material
      manner any right of a participant under the award without his or her consent,
      and provided further that in the event of any reduction in the exercise price
      of
      any options awarded under the Plan, the reduced price may not be less than
      the
      Fair Market Value of a Share on the effective date of the price reduction as
      required by Code Section 409A. The Committee may, in its discretion, permit
      holders of awards under the Plan to surrender outstanding Awards in order to
      exercise or realize rights under other Awards, or in exchange for the grant
      of
      new Awards, or require holders of Awards to surrender outstanding awards as
      a
      condition precedent to the grant of new awards under the Plan, but only if
      such
      surrender, exercise, realization, exchange, or grant (a) would not constitute
      a
      distribution of deferred compensation for purposes of Section 409A(a)(3) of
      the
      Code or (b) constitutes a distribution of deferred compensation that is
      permitted under regulations issued pursuant to Section 409A(a)(3) of the
      Code.

     

    (c) Correction
      of Defects, Omissions and Inconsistencies.
      The
      Committee may correct any defect, supply any omission, or reconcile any
      inconsistency in the Plan, any Award or any Award Agreement in the manner and
      to
      the extent it shall deem desirable to carry the Plan into effect.

     

    Section 8. General Provisions

     

    (a) No
      Rights to Awards.
      No
      Employee, Participating Employee, Non-Employee Director or other Person shall
      have any claim to be granted any Award under the Plan, and there is no
      obligation for uniformity of treatment of Employees, Participating Employees,
      Non-Employee Directors or holders or beneficiaries of Awards under the Plan.
      The
      terms and conditions of Awards need not be the same with respect to each
      Participating Employee or Non-Employee Director.

     

    (b) Withholding.
      No
      later than the date as of which tax withholding is first required with respect
      to any Award under the Plan, the Participating Employee shall pay to the
      Company, or make arrangements satisfactory to the Company regarding the payment
      of, any federal, state, local or foreign taxes of any kind required by law
      to be
      withheld with respect to such amount. Unless otherwise determined by the
      Committee, withholding obligations arising with respect to Awards to
      Participating Employees under the Plan may be settled with Shares (other than
      Restricted Securities), including Shares that are part of, or are received
      upon
      exercise of, the Award that gives rise to the withholding requirement. The
      obligations of the Company under the Plan shall be conditional on such payment
      or arrangements, and the Company and any Affiliate shall, to the extent
      permitted by law, have the right to deduct any such taxes from any payment
      otherwise due to the Participating Employee. The Committee may establish such
      procedures as it deems appropriate for the settling of withholding obligations
      with Shares, including, without limitation, the establishment of such procedures
      as may be necessary to satisfy the requirements of Rule 16b-3.

     

    (c) No
      Limit on Other Compensation Arrangements.
      Nothing
      contained in the Plan shall prevent the Company or any Affiliate from adopting
      or continuing in effect other or additional compensation arrangements, and
      such
      arrangements may be either generally applicable or applicable only in specific
      cases.

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

     

    (d) Rights
      and Status of Recipients of Awards.
      The
      grant of an Award shall not be construed as giving a Participating Employee
      the
      right to be retained in the employ of the Company or any Affiliate. Further,
      the
      Company or any Affiliate may at any time dismiss a Participating Employee from
      employment, free from any liability, or any claim under the Plan, unless
      otherwise expressly provided in the Plan or in any Award Agreement. The grant
      of
      an Award to a Non-Employee Director pursuant to Section 6(a) of the Plan shall
      confer no right on such Non-Employee Director to continue as a director of
      the
      Company or any Affiliate. Except for rights accorded under the Plan and under
      any applicable Award Agreement, Participating Employees and Non-Employee
      Directors shall have no rights as holders of Shares as a result of the granting
      of Awards hereunder.

     

    (e) No
      Compensation for Benefit Plans.
      No
      Award payable under this Plan shall be deemed salary or compensation for the
      purpose of computing benefits under any benefit plan or other arrangement of
      the
      Company or any Affiliate for the benefit of its employees or directors unless
      the Company or appropriate Affiliate shall determine otherwise.

     

    (f) Approval
      of Material Terms of Performance Goals.
      Notwithstanding anything herein to the contrary, if so determined by the Board,
      the Plan provisions specifying the material terms of the Plan’s performance
      goals (within the meaning of Code Section 162(m)) shall be submitted to the
      shareholders of the Company for re-approval no later than the first shareholder
      meeting that occurs in the fifth year following the year in which shareholders
      previously approved such Plan provisions.

     

    (g) Unfunded
      Status of the Plan.
      Unless
      otherwise determined by the Committee, the Plan shall be unfunded and shall
      not
      create (or be construed to create) a trust or a separate fund or funds. The
      Plan
      shall not establish any fiduciary relationship between the Company and any
      Participating Employee, Non-Employee Director or other Person. To the extent
      any
      Person holds any right by virtue of a grant under the Plan, such right (unless
      otherwise determined by the Committee) shall be no greater than the right of
      a
      general unsecured creditor of the Company.

     

    (h) Governing
      Law.
      The
      validity, construction, and effect of the Plan and any rules and regulations
      relating to the Plan shall be determined in accordance with the internal laws
      of
      the State of Florida, without reference to conflict of law principles thereof,
      and applicable federal law.

     

    (i) Severability.
      If any
      provision of the Plan or any Award Agreement or any Award is or becomes or
      is
      deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as
      to
      any Person or Award, or would disqualify the Plan, any Award Agreement or any
      Award 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 so
      construed or deemed amended without, in the determination of the Committee,
      materially altering the intent of the Plan, any Award Agreement or the Award,
      such provision shall be stricken as to such jurisdiction, Person, or Award,
      and
      the remainder of the Plan, any such Award Agreement and any such Award shall
      remain in full force and effect.

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

     

    (j) No
      Fractional Shares.
      No
      fractional Shares or other securities shall be issued or delivered pursuant
      to
      the Plan, any Award Agreement or any Award, and the Committee shall determine
      (except as otherwise provided in the Plan) whether cash, other securities,
      or
      other property shall be paid or transferred in lieu of any fractional Shares
      or
      other securities, or whether such fractional Shares or other securities or
      any
      rights thereto shall be canceled, terminated, or otherwise
      eliminated.

     

    (k) Headings.
      Headings are given to the Sections and subsections of the Plan solely as a
      convenience to facilitate reference. Such headings shall not be deemed in any
      way material or relevant to the construction or interpretation of the Plan
      or
      any provision thereof.

     

    Section 9. Effective
      Date of the Plan

     

    The
      effective date of the Plan is March 8, 2004, and the shareholders of
      the
      Company approved the Plan within twelve months following the effective date.
      The
      Plan was amended and restated by the Board of Directors as of November 20,
      2008.


     

    
      
         

      

      
        -17-