EX-10.1 2009 EQUITY INCENTIVE PLAN








Exhibit 10.1




 




    PREMIER
    EXHIBITIONS, INC.

    





    2009
    EQUITY INCENTIVE PLAN



 



    1. Establishment, Objectives, Duration, Prior Plans.



 



    a. Premier Exhibitions, Inc., a Florida corporation
    (hereinafter referred to as the “Company”), hereby
    establishes an equity compensation plan to be known as the
    “Premier Exhibitions, Inc. 2009 Equity Incentive Plan”
    (hereinafter referred to as the “Plan”). The Plan
    permits the granting of Nonqualified Stock Options, Incentive
    Stock Options, Stock Appreciation Rights, Restricted Stock,
    Restricted Stock Units, Performance Shares, Performance Units
    and Other Stock-Based Awards. The Plan is effective as of
    June 17, 2009 (the “Effective Date”), subject to
    the approval of the Plan by the shareholders of the Company at
    the 2009 Annual Meeting. Definitions of capitalized terms used
    in the Plan are contained in the attached glossary, which is an
    integral part of the Plan.



 



    b. The objectives of the Plan are to attract and retain the
    best available personnel for positions of substantial
    responsibility, to provide additional incentive to Participants
    and to optimize the profitability and growth of the Company
    through incentives that are consistent with the Company’s
    goals and that link the personal interests of Participants to
    those of the Company’s shareholders.



 



    c. No Award may be granted under the Plan after the day
    immediately preceding the tenth (10th) anniversary of the
    Effective Date, or such earlier date as the Board shall
    determine. The Plan will remain in effect with respect to
    outstanding Awards until no Awards remain outstanding.



 



    d. If the Company’s shareholders approve the Plan at
    the 2009 Annual Meeting, the Premier Exhibitions, Inc. 2007
    Restricted Stock Plan, as amended (the “2007 Plan”),
    the Premier Exhibitions, Inc. 2000 Stock Plan (the “2000
    Plan”) and the Premier Exhibitions, Inc. Amended and
    Restated 2004 Stock Option Plan, as amended (the “2004
    Plan”) will terminate in their entirety effective
    immediately after the 2009 Annual Meeting; provided that, all
    outstanding awards under the 2007 Plan, the 2000 Plan and the
    2004 Plan as of the date of the 2009 Annual Meeting shall remain
    outstanding and shall be administered and settled in accordance
    with the provisions of the 2007 Plan, the 2000 Plan and the 2004
    Plan, respectively, and the applicable award agreements.



 



    2. Shares Available Under the Plan.



 



    a. The maximum number of Shares that may be delivered
    pursuant to Awards under the Plan shall be
    3,000,000 Shares, any or all of which may be delivered with
    respect to ISOs. The aggregate number of Shares available for
    delivery under this Plan shall be subject to adjustment as
    provided in Section 15; provided, however, that no such
    adjustment shall affect the status of any Stock Option intended
    to qualify as an ISO. Shares delivered pursuant to an Award may
    be authorized but unissued Shares, treasury Shares, including
    Shares purchased in the open market, or a combination of the
    foregoing.



 



    b. Each Share delivered pursuant to a Stock Option or SAR,
    or an Award of Restricted Stock, Restricted Stock Units,
    Performance Shares or Other Stock-Based Awards with a per Share
    or per unit purchase price at least 100% of Fair Market Value on
    the Date of Grant shall be counted against the Share limits
    contained in this Section 2 as one Share for every one
    Share subject thereto. Each Share delivered pursuant to an Award
    of Restricted Stock, Restricted Stock Units, Performance Shares
    or Other Stock-Based Awards with a per Share or per unit
    purchase price of less than 100% of Fair Market Value on the
    Date of Grant shall be counted against the Share limits
    contained in this Section 2 as two (2) Shares for
    every one Share subject thereto.



 



    c. If any Award granted pursuant to this Plan terminates or
    is forfeited without having been exercised in full, or if any
    Award granted pursuant to this Plan is settled (or can be paid
    only) in cash, then the underlying Shares, to the extent of any
    such forfeiture, termination or cash settlement, again shall be
    available for grant under this Plan and credited toward the Plan
    limit as set forth in Section 2(a). Except as may be
    required by reason of Section 422 and related provisions of
    the Code, Shares delivered under the Plan as a Substitute Award
    or in settlement of a Substitute Award shall not reduce or be
    counted against the Shares available for Awards under the Plan
    and will not count against the Plan limit as set forth in
    Section 2(a) to the extent that the rules and regulations
    of any stock exchange or other trading market on which the
    Shares are listed or traded provide an exemption from
    shareholder approval for




    

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    assumption, substitution, conversion, adjustment, or replacement
    of outstanding awards in connection with mergers, acquisitions,
    or other corporate combinations.



 



    d. Notwithstanding any other provision herein, the
    following Shares shall not be added to the maximum Share limit
    described above: (i) Shares tendered in payment of the
    Exercise Price of a Stock Option, (ii) Shares withheld by
    the Company or any Subsidiary to satisfy a tax withholding
    obligation, and (iii) Shares that are repurchased by the
    Company with Stock Option proceeds. Moreover, all Shares covered
    by a SAR, to the extent that it is exercised and settled in
    Shares, and whether or not Shares are actually delivered to the
    Participant upon exercise of the right, shall be considered
    delivered pursuant to the Plan.



 



    e. Subject to adjustment as provided in Section 15 of
    this Plan, the following limits shall apply with respect to
    Awards and any Dividend Equivalents that are intended to qualify
    for the Performance-Based Exception:



 



    (i) The maximum aggregate number of Shares that may be
    subject to Stock Options or SARs granted in any calendar year to
    any one Participant shall be 1,200,000 Shares.



 



    (ii) The maximum aggregate number of Shares of Restricted
    Stock and Shares subject to Restricted Stock Units and Other
    Stock-Based Awards granted in any calendar year to any one
    Participant shall be 600,000 Shares.



 



    (iii) The maximum aggregate number of Shares deliverable
    under Performance Shares granted in any calendar year to any one
    Participant shall be 750,000 Shares.



 



    (iv) The maximum aggregate compensation that can be paid
    pursuant to Performance Units or cash-based Awards under
    Section 10 granted in any calendar year to any one
    Participant shall be $1,200,000 or a number of Shares having an
    aggregate Fair Market Value not in excess of such amount.



 



    (v) The maximum Dividend Equivalents that may be paid in
    any calendar year to any one Participant shall be $300,000.



 



    3. Administration of the Plan.



 



    a. The Plan shall be administered by the Compensation
    Committee of the Board or such other committee (the
    “Committee”) as the Board shall select consisting of
    two or more members of the Board each of whom is intended to be
    a “non-employee director” within the meaning of
    Rule 16b-3
    (or any successor rule) of the Exchange Act, an “outside
    director” under regulations promulgated under
    Section 162(m) of the Code, and an “independent
    director” under the NASDAQ Global Market rules. The members
    of the Committee shall be appointed from time to time by, and
    shall serve at the discretion of, the Board.



 



    b. Subject to Applicable Laws and the provisions of the
    Plan (including any other powers given to the Committee
    hereunder), and except as otherwise provided by the Board, the
    Committee shall have full and final authority in its discretion
    to take all actions determined by the Committee to be necessary
    in the administration of the Plan, including, without
    limitation, discretion to: select Award recipients; determine
    the sizes and types of Awards; determine the terms and
    conditions of Awards in a manner consistent with the Plan;
    construe and interpret the Plan and any Award Agreement or other
    agreement or instrument entered into under the Plan; establish,
    amend, or waive rules and regulations for the Plan’s
    administration; and make all other determinations which may be
    necessary or advisable for the administration of the Plan.



 



    c. The Board may reserve to itself any or all of the
    authority and responsibility of the Committee under the Plan or
    may act as administrator of the Plan for any and all purposes.
    To the extent the Board has reserved any authority and
    responsibility or during any time that the Board is acting as
    administrator of the Plan, it shall have all the powers of the
    Committee hereunder, and any reference herein to the Committee
    (other than in this Section 3(c)) shall include the Board.
    To the extent any action of the Board under the Plan conflicts
    with actions taken by the Committee, the actions of the Board
    shall control.



 



    d. Notwithstanding the above, the Board or Committee may,
    by resolution, expressly delegate to a special committee,
    consisting of one or more directors who are also officers of the
    Company, the authority, within specified parameters established
    by the Board or Committee, to (i) designate Employees to be
    recipients of Awards under the Plan, and (ii) to determine
    the number of such Awards to be received by any such
    Participants; provided, however,




    

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    that such delegation of duties and responsibilities to an
    officer of the Company may not be made with respect to the grant
    of Awards to Employees who are subject to Section 16(a) of
    the Exchange Act on the Date of Grant, or who as of the Date of
    Grant are reasonably anticipated to be become “covered
    employees” within the meaning of Section 162(m) of the
    Code during the term of the Award. The acts of such delegates
    shall be treated hereunder as acts of the Board or Committee, as
    applicable, and such delegates shall report regularly to the
    Board or Committee, as applicable, regarding the delegated
    duties and responsibilities and any Awards so granted.



 



    e. All determinations and decisions made by the Committee
    pursuant to the provisions of the Plan and all related orders
    and resolutions of the Committee shall be final, conclusive and
    binding on all persons, including the Company, its Subsidiaries,
    its shareholders, Directors, Employees and their estates and
    beneficiaries.



 



    4. Eligibility and Participation.



 



    a. Each Employee, Director and Consultant is eligible to
    participate in the Plan.



 



    b. Subject to the provisions of the Plan, the Committee
    may, from time to time, select from all eligible Employees and
    Directors those to whom Awards shall be granted and shall
    determine, in its sole discretion, the nature of any and all
    terms permissible by Applicable Law and the amount of each Award.



 



    c. Notwithstanding the foregoing provisions of this
    Section 4, Incentive Stock Options may be granted only to
    eligible Participants who are Employees of the Company (or a
    Parent or Subsidiary as defined in Section 424(e) and
    (f) of the Code). Eligible Participants who are service
    providers to a Subsidiary may be granted Stock Options or Stock
    Appreciation Rights under this Plan only if the Subsidiary
    qualifies as an “eligible issuer of service recipient
    stock” within the meaning of Section 409A of the Code.



 



    5. Stock Options.  Subject to the terms
    and provisions of the Plan, the Committee, at any time and from
    time to time, may grant Stock Options to Participants in such
    number as the Committee shall determine. Each Stock Option grant
    shall be evidenced by an Award Agreement and shall be subject to
    the following provisions:



 



    a. All Stock Options shall be separately designated
    Incentive Stock Options or Nonqualified Stock Options at the
    time of grant. Any Incentive Stock Option granted under the Plan
    shall contain such terms and conditions, consistent with the
    Plan, as the Committee may determine to be necessary to comply
    with Section 422 of the Code.



 



    b. The Exercise Price for each Stock Option shall be
    determined by the Committee, in its sole discretion, and shall
    be at least equal to the Fair Market Value of a Share on the
    Date of Grant. In the case of an Incentive Stock Option granted
    to a Ten Percent Stockholder, the Exercise Price for each grant
    of a Stock Option shall be at least equal to one hundred ten
    percent (110%) of the Fair Market Value of a Share on the Date
    of Grant.



 



    c. Each Stock Option shall expire at such time as the
    Committee shall determine at the time of grant; provided,
    however, no Stock Option shall be exercisable later than
    the tenth (10th) anniversary of its Date of Grant. In the case
    of an Incentive Stock Option granted to a Ten Percent
    Stockholder, the Incentive Stock Option shall not be exercisable
    later than the fifth (5th) anniversary of its Date of Grant.



 



    d. Each Stock Option shall specify the period or periods of
    continuous service by the Participant with the Company or any
    Subsidiary that is necessary, the Performance Objectives that
    must be achieved, or any other conditions that must be
    satisfied, before the Stock Option or installments thereof will
    become exercisable. Such provisions shall be determined in the
    sole discretion of the Committee and need not be the same for
    each grant or for each Participant.



 



    e. The Award Agreement shall specify whether the Exercise
    Price shall be payable to the Company: (i) in cash or its
    equivalent; (ii) subject to such terms, conditions and
    limitations as the Committee may prescribe, by tendering (either
    by actual delivery or attestation) unencumbered Shares
    previously acquired by the Participant exercising such Stock
    Option having an aggregate Fair Market Value at the time of
    exercise equal to the total Exercise Price, (iii) by any
    other method approved or accepted by the Committee in its sole
    discretion, including, if the Committee so determines, a
    cashless broker-assisted exercise that complies with all
    Applicable Laws, and (iv) by a combination of the foregoing
    methods. The Committee may limit any method of payment for
    administrative convenience, to comply with Applicable Laws, or
    otherwise.




    

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    f. The Award Agreement shall set forth the extent to which
    the Participant shall have the right to exercise the Stock
    Option following termination of the Participant’s
    employment or provision of services to the Company
    and/or its
    Subsidiaries, as the case may be. Such provisions shall be
    determined in the sole discretion of the Committee, need not be
    uniform among all Stock Options, and may reflect distinctions
    based on the reasons for termination.



 



    g. Notwithstanding anything in this Section 5 to the
    contrary, Stock Options designated as ISOs shall not be eligible
    for treatment under the Code as ISOs, and shall instead be
    treated as Nonqualified Stock Options, to the extent that either
    (i) the aggregate Fair Market Value of Shares (determined
    as of the Date of Grant) with respect to which such Stock
    Options are exercisable for the first time by the Participant
    during any calendar year (under all plans of the Company and any
    Subsidiary) exceeds $100,000, taking Stock Options into account
    in the order in which they were granted, or (ii) such Stock
    Options otherwise remain exercisable but are not exercised
    within three (3) months after termination of employment (or
    such other period of time provided in Section 422 of the
    Code).



 



    6. Stock Appreciation Rights.  Subject to
    the terms and provisions of the Plan, the Committee, at any time
    and from time to time, may grant SARs to Participants in such
    number as the Committee shall determine. The Committee may grant
    Freestanding SARs, Tandem SARs, or any combination of these
    forms of SAR. Each SAR grant shall be evidenced by an Award
    Agreement and shall be subject to the following provisions:



 



    a. The Grant Price for each grant of a Freestanding SAR
    shall be determined by the Committee, in its sole discretion,
    and shall be at least equal to the Fair Market Value of a Share
    on the Date of Grant. The Grant Price of Tandem SARs shall be
    equal to the Exercise Price of the related Stock Option.



 



    b. Each SAR shall expire at such time as the Committee
    shall determine at the time of grant; provided,
    however, no SAR shall be exercisable later than the tenth
    (10th) anniversary of its Date of Grant.



 



    c. Each Freestanding SAR shall specify the period or
    periods of continuous service by the Participant with the
    Company or any Subsidiary that is necessary, the Performance
    Objectives that must be achieved, or any other conditions that
    must be satisfied, before the Freestanding SAR or installments
    thereof will become exercisable. Such provisions shall be
    determined in the sole discretion of the Committee and need not
    be the same for each grant or for each Participant.



 



    d. Tandem SARs may be exercised for all or part of the
    Shares subject to the related Stock Option upon the surrender of
    the right to exercise the equivalent portion of the related
    Stock Option. A Tandem SAR may be exercised only with respect to
    the Shares for which its related Stock Option is then
    exercisable. Notwithstanding any other provision of this Plan to
    the contrary, with respect to a Tandem SAR granted in connection
    with an ISO: (a) the Tandem SAR will expire no later than
    the expiration of the underlying ISO; (b) the value of the
    payout with respect to the Tandem SAR may be for no more than
    one hundred percent (100%) of the excess of the Fair Market
    Value of the Shares subject to the underlying ISO at the time
    the Tandem SAR is exercised over the Exercise Price of the
    underlying ISO; and (c) the Tandem SAR may be exercised
    only when the Fair Market Value of the Shares subject to the ISO
    exceeds the Exercise Price of the ISO.



 



    e. Upon the exercise of a Stock Appreciation Right, a
    Participant shall be entitled to receive payment from the
    Company in an amount determined by multiplying: (i) the
    excess of the Fair Market Value of a Share on the date of
    exercise over the Grant Price; by (ii) the number of Shares
    with respect to which the SAR is exercised. The payment upon the
    SAR exercise shall be in cash, Shares of equivalent value, or in
    some combination thereof, as determined by the Committee in its
    sole discretion. The determination of the Committee with respect
    to the form of payout of SARs shall be set forth in the Award
    Agreement pertaining to the grant of the Award.



 



    f. Each Award Agreement shall set forth the extent to which
    the Participant shall have the right to exercise the SAR
    following termination of the Participant’s employment with
    or provision of services to the Company
    and/or its
    Subsidiaries, as the case may be. Such provisions shall be
    determined in the sole discretion of the Committee, need not be
    uniform among all SARs granted pursuant to this Plan, and may
    reflect distinctions based on the reasons for termination.




    

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    7. Restricted Stock.  Subject to the terms
    and provisions of the Plan, the Committee, at any time and from
    time to time, may grant or sell Shares of Restricted Stock to
    Participants in such number as the Committee shall determine.
    Each grant or sale of Shares of Restricted Stock shall be
    evidenced by an Award Agreement and shall be subject to the
    following provisions:



 



    a. Each grant or sale of Shares of Restricted Stock shall
    constitute an immediate transfer of the ownership of Shares to
    the Participant in consideration of the performance of services,
    subject to the substantial risk of forfeiture and restrictions
    on transfer as provided in this Section 7.



 



    b. Each such grant or sale may be made without additional
    consideration or in consideration of a payment by such
    Participant that is less than the Fair Market Value per Share at
    the Date of Grant.



 



    c. The Award Agreement shall specify the Period of
    Restriction for each Restricted Stock grant, which period shall
    be determined in the sole discretion of the Committee and need
    not be uniform among all Shares of Restricted Stock granted
    pursuant to this Plan.



 



    d. During the applicable Period of Restriction, the
    transferability of the Restricted Shares shall be prohibited or
    restricted in the manner and to the extent prescribed by the
    Committee at the Date of Grant (which restrictions may include,
    without limitation, rights of repurchase or first refusal in the
    Company or provisions subjecting the Restricted Shares to a
    continuing substantial risk of forfeiture in the hands of any
    transferee).



 



    e. Unless otherwise determined by the Committee in its sole
    discretion and set forth in the Award Agreement, to the extent
    permitted or required by Applicable Law, as determined by the
    Committee, Participants holding Shares of Restricted Stock may
    be granted the right to exercise full voting rights with respect
    to those Shares during the Period of Restriction.



 



    f. Any such grant or sale of Restricted Stock may require
    that any or all dividends or other distributions paid thereon
    during the period of such restrictions be automatically deferred
    and reinvested in additional Restricted Shares, which may be
    subject to the same restrictions as the underlying Award.



 



    g. Unless otherwise directed by the Committee, (i) all
    certificates representing Shares of Restricted Stock will be
    held in custody by the Company until all restrictions thereon
    have lapsed, together with a stock power or powers executed by
    the Participant in whose name such certificates are registered,
    endorsed in blank and covering such Shares, or (ii) all
    uncertificated Shares of Restricted Stock will be held at the
    Company’s transfer agent in book entry form with
    appropriate restrictions relating to the transfer of such Shares
    of Restricted Stock.



 



    h. The Committee may provide in an Award Agreement that the
    Award of Restricted Stock is conditioned upon the Participant
    making or refraining from making an election with respect to the
    Award under Section 83(b) of the Code. If a Participant
    makes an election pursuant to Section 83(b) of the Code
    concerning a Restricted Stock Award, the Participant shall be
    required to file promptly a copy of such election with the
    Company.



 



    8. Restricted Stock Units.  Subject to the
    terms and provisions of the Plan, the Committee, at any time and
    from time to time, may grant or sell Restricted Stock Units to
    Participants in such number as the Committee shall determine.
    Each grant or sale of Restricted Stock Units shall be evidenced
    by an Award Agreement and shall be subject to the following
    provisions:



 



    a. Each such grant or sale of Restricted Stock Units shall
    constitute the agreement by the Company to deliver Shares to the
    Participant following the end of the Period of Restriction in
    consideration of the performance of services.



 



    b. Each such grant or sale of Restricted Stock Units may be
    made without additional consideration or in consideration of a
    payment by such Participant that is less than the Fair Market
    Value per Share at the Date of Grant.




    

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    c. The Award Agreement shall specify the Period of
    Restriction for each Restricted Stock Unit grant, which period
    shall be determined in the sole discretion of the Committee and
    need not be uniform among all Shares of Restricted Stock granted
    pursuant to this Plan.



 



    d. Each Award Agreement shall set forth the payment date
    for the Restricted Stock Units, which date shall not be earlier
    than the end of the applicable Period of Restriction.



 



    e. The Committee, in its sole discretion, may pay earned
    Restricted Stock Units by delivery of Shares or by payment in
    cash of an amount equal to the Fair Market Value of such Shares
    (or a combination thereof). The determination of the Committee
    with respect to the form of payout of Restricted Stock Units
    shall be set forth in the Award Agreement pertaining to the
    grant of the Award.



 



    9. Performance Units and Performance
    Shares.  Subject to the terms and provisions of
    the Plan, the Committee, at any time and from time to time, may
    grant Performance Shares or Performance Units to Participants in
    such number as the Committee shall determine. Each grant of
    Performance Shares or Performance Units shall be evidenced by an
    Award Agreement and shall be subject to the following provisions:



 



    a. Each Performance Unit shall have an initial value of
    $1.00. Each Performance Share shall have an initial value equal
    to the Fair Market Value of a Share on the date of grant. The
    Committee shall set Performance Objectives in its sole
    discretion which, depending on the extent to which they are met,
    will determine the value
    and/or
    number of Performance Units or Performance Shares that will be
    paid to the Participant. Such provisions shall be determined in
    the sole discretion of the Committee, shall be included in the
    Award Agreement entered into with each Participant and need not
    be uniform among all Awards of Restricted Stock Units granted
    pursuant to this Plan.



 



    b. The Award Agreement shall specify the Performance Period
    for each grant of Performance Shares and Performance Units,
    which period shall be determined in the sole discretion of the
    Committee and need not be uniform among all grants of
    Performance Shares and Performance Units pursuant to this Plan.



 



    c. Subject to the terms of this Plan, after the applicable
    Performance Period has ended, the holder of Performance Units or
    Performance Shares shall be entitled to receive payout on the
    value and number of Performance Units or Performance Shares
    earned by the Participant over the Performance Period, to be
    determined as a function of the extent to which the
    corresponding Performance Objectives have been achieved.



 



    d. Each Award Agreement shall set forth the settlement for
    the Performance Shares and Performance Units, which date shall
    not be earlier than the end of the Performance Period and
    following the Committee’s determination of actual
    performance against the Performance Objectives and related goals
    established by the Committee.



 



    e. Payment of earned Performance Shares shall be made in
    Shares equal to the value of the earned Performance Shares. The
    Committee, in its sole discretion, may pay earned Performance
    Units in the form of cash or in Shares (or in a combination
    thereof) equal to the value of the earned Performance Units. The
    determination of the Committee with respect to the form of
    payout of Performance Units shall be set forth in the Award
    Agreement pertaining to the grant of the Award.



 



    10. Other Stock-Based Awards.



 



    a. Subject to the terms and provisions of the Plan, the
    Committee, at any time and from time to time, may grant or sell
    Other Stock-Based Awards that may be denominated or payable in,
    valued in whole or in part by reference to, or otherwise based
    on, or related to, Shares or factors that may influence the
    value of Shares, including, without limitation, convertible or
    exchangeable debt securities, other rights convertible or
    exchangeable into Shares, purchase rights for Shares, awards
    with value and payment contingent upon performance of the
    Company or business units thereof or any other factors
    designated by the Committee, and awards valued by reference to
    the book value of Shares or the value of securities of, or the
    performance of specified Subsidiaries or affiliates or other
    business units of, the Company. The Committee shall determine
    the terms and conditions of such awards, including the Period of
    Restriction, if applicable. Shares delivered pursuant to an
    award in the nature of a purchase right granted under this
    Section 10 shall be purchased for such consideration, paid
    for at such times, by such methods, and




    

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    in such forms, including, without limitation, cash, Shares,
    other awards, notes or other property, as the Committee shall
    determine.



 



    b. Cash awards, as an element of or supplement to any other
    Award granted under this Plan, may also be granted pursuant to
    this Section 10 of this Plan.



 



    c. The Committee is authorized to grant Shares purely as a
    “bonus” and not subject to any restrictions or
    conditions, or to grant Shares or other Awards in lieu of
    obligations of the Company or a Subsidiary to pay cash or
    deliver other property under the Plan or under other plans or
    compensatory arrangements, subject to such terms as shall be
    determined by the Committee.



 



    11. Dividend Equivalents.  At the
    discretion of the Committee, Awards granted pursuant to the Plan
    may provide Participants with the right to receive Dividend
    Equivalents, which may be paid currently or credited to an
    account for the Participants, and may be settled in cash
    and/or
    Shares, as determined by the Committee in its sole discretion,
    subject in each case to such terms and conditions as the
    Committee shall establish. No Dividend Equivalents shall relate
    to Shares underlying a Stock Option or SAR unless such Dividend
    Equivalent rights are explicitly set forth as a separate
    arrangement and do not cause any such Stock Option or SAR to be
    subject to Section 409A of the Code.



 



    12. Compliance with
    Section 409A.  Awards granted under this Plan
    shall be designed and administered in such a manner that they
    are either exempt from the application of, or comply with, the
    requirements of Section 409A of the Code. To the extent
    that the Committee determines that any award granted under the
    Plan is subject to Section 409A of the Code, the Award
    Agreement shall incorporate the terms and conditions necessary
    to avoid the imposition of an additional tax under
    Section 409A of the Code upon a Participant.
    Notwithstanding any other provision of the Plan or any Award
    Agreement (unless the Award Agreement provides otherwise with
    specific reference to this Section): (i) an Award shall not
    be granted, deferred, accelerated, extended, paid out, settled,
    substituted or modified under this Plan in a manner that would
    result in the imposition of an additional tax under
    Section 409A of the Code upon a Participant; and
    (ii) if an Award is subject to Section 409A of the
    Code, and if the Participant holding the award is a
    “specified employee” (as defined in Section 409A
    of the Code, with such classification to be determined in
    accordance with the methodology established by the Company), no
    distribution or payment of any amount shall be made before a
    date that is six (6) months following the date of such
    Participant’s “separation from service” (as
    defined in Section 409A of the Code) or, if earlier, the
    date of the Participant’s death. Although the Company
    intends to administer the Plan so that Awards will be exempt
    from, or will comply with, the requirements of Section 409A
    of the Code, the Company does not warrant that any Award under
    the Plan will qualify for favorable tax treatment under
    Section 409A of the Code or any other provision of federal,
    state, local, or
    non-United
    States law. The Company shall not be liable to any Participant
    for any tax, interest, or penalties the Participant might owe as
    a result of the grant, holding, vesting, exercise, or payment of
    any Award under the Plan.



 



    13. Compliance with Section 162(m).



 



    a. The Committee may specify that the attainment of one or
    more of the Performance Objectives set forth in this
    Section 13 shall determine the degree of granting, vesting
    and/or
    payout with respect to Awards that the Committee intends will
    qualify for the Performance-Based Exception. In this case, the
    Performance Objectives shall be based on specified levels of or
    growth in one or more of the following criteria: revenues,
    weighted average revenue per unit, earnings from operations,
    operating income, earnings before or after interest and taxes,
    operating income before or after interest and taxes, net income,
    cash flow, earnings per share, debt to capital ratio, economic
    value added, return on total capital, return on invested
    capital, return on equity, return on assets, total return to
    shareholders, earnings before or after interest, taxes,
    depreciation, amortization or extraordinary or special items,
    operating income before or after interest, taxes, depreciation,
    amortization or extraordinary or special items, return on
    investment, free cash flow, cash flow return on investment
    (discounted or otherwise), net cash provided by operations, cash
    flow in excess of cost of capital, operating margin, profit
    margin, contribution margin, stock price
    and/or
    strategic business criteria consisting of one or more objectives
    based on meeting specified product development, strategic
    partnering, research and development, market penetration,
    geographic business expansion goals, cost targets, customer
    satisfaction, gross or net additional customers, employee
    satisfaction, management of employment practices and employee
    benefits, supervision of litigation and information technology,
    and goals relating to acquisitions or divestitures of
    subsidiaries, affiliates and joint ventures.




    

    7








 






    b. Achievement of Performance Objectives in respect of
    Awards intended to qualify under the Performance-Based Exception
    shall be measured over a Performance Period specified in the
    Award Agreement, and the goals shall be established not later
    than 90 days after the beginning of the Performance Period
    or, if less than 90 days, the number of days that is equal
    to 25% of the relevant Performance Period applicable to the
    Award.



 



    c. Notwithstanding any other provision of this Plan,
    payment or vesting of any such Award shall not be made until the
    Committee certifies in writing that the applicable Performance
    Objectives and any other material terms of such Award were in
    fact satisfied in a manner conforming to applicable regulations
    under Section 162(m) of the Code. The Committee shall not
    have discretion to increase the amount of compensation that is
    payable upon achievement of the designated Performance
    Objectives, but the Committee may reduce the amount of
    compensation that is payable upon achievement of the designated
    Performance Objectives.



 



    14. Transferability.



 



    a. Except as otherwise determined by the Board or the
    Committee pursuant to the provisions of Section 14(c), no
    Award or Dividend Equivalents paid with respect to Awards made
    under this Plan shall be transferable by the Participant except
    by will or the laws of descent and distribution, and may be
    otherwise transferred in a manner that protects the interest of
    the Company as the Board or the Committee may determine;
    provided, that if so determined by the Committee, each
    Participant may, in a manner established by the Board or the
    Committee, designate a beneficiary to exercise the rights of the
    Participant with respect to any Award upon the death of the
    Participant and to receive Shares or other property issued under
    such Award. Except as otherwise determined by the Committee,
    Stock Options and SARs will be exercisable during a
    Participant’s lifetime only by him or her or, in the event
    of the Participant’s legal incapacity to do so, by his or
    her guardian or legal representative acting on behalf of the
    Participant in a fiduciary capacity under state law
    and/or court
    supervision.



 



    b. The Committee may specify at the Date of Grant that part
    or all of the Shares that are (i) to be issued or
    transferred by the Company upon the exercise of Stock Options or
    SARs, upon the termination of the Period of Restriction
    applicable to Restricted Stock Units or upon payment under any
    grant of Performance Shares or Performance Units or (ii) no
    longer subject to the substantial risk of forfeiture and
    restrictions on transfer referred to in Section 7 of this
    Plan, will be subject to further restrictions on transfer.



 



    c. Notwithstanding Section 14(a), the Board or the
    Committee may determine that Awards (other than Incentive Stock
    Options) may be transferable by a Participant, without payment
    of consideration therefor by the transferee, only to any one or
    more family members (as defined in the General Instructions to
    Form S-8
    under the Securities Act of 1933) of the Participant;
    provided, however, that (i) no such transfer
    shall be effective unless reasonable prior notice thereof is
    delivered to the Company and such transfer is thereafter
    effected in accordance with any terms and conditions that shall
    have been made applicable thereto by the Board or the Committee,
    and (ii) any such transferee shall be subject to the same
    terms and conditions hereunder as the Participant.



 



    15. Adjustments.  In the event of any
    equity restructuring (within the meaning of Financial Accounting
    Standards No. 123R), such as a stock dividend, stock split,
    spinoff, rights offering, or recapitalization through a large,
    nonrecurring cash dividend the Committee shall cause there to be
    an equitable adjustment in the numbers of Shares specified in
    Section 2 of this Plan and, with respect to outstanding
    Awards, in the number and kind of Shares subject to outstanding
    Awards, the Exercise Price, Grant Price or other price of Shares
    subject to outstanding Awards, in each case to prevent dilution
    or enlargement of the rights of Participants. In the event of
    any other change in corporate capitalization, such as a merger,
    consolidation, or liquidation, the Committee may, in its sole
    discretion, cause there to be such equitable adjustment as
    described in the foregoing sentence, to prevent dilution or
    enlargement of rights; provided, however, that,
    unless otherwise determined by the Committee, the number of
    Shares subject to any Award shall always be rounded down to a
    whole number. Notwithstanding the foregoing, the Committee shall
    not make any adjustment pursuant to this Section 15 that
    would cause an Award that is otherwise exempt from
    Section 409A of the Code to become subject to
    Section 409A, or cause an Award that is subject to
    Section 409A of the Code to fail to satisfy the
    requirements of Section 409A. The determination of the
    Committee as to the foregoing adjustments, if any, shall be
    conclusive and binding on Participants under this Plan.



 



    16. Fractional Shares.  The Company shall
    not be required to deliver any fractional Shares pursuant to
    this Plan. The Committee may provide for the elimination of
    fractions or for the settlement of fractions in cash.




    

    8








 






    17. Withholding Taxes.  To the extent
    required by Applicable Law, a Participant shall be required to
    satisfy, in a manner satisfactory to the Company or Subsidiary,
    as applicable, any withholding tax obligations that arise by
    reason of a Stock Option or SAR exercise, the vesting of or
    settlement of Shares under an Award, an election pursuant to
    Section 83(b) of the Code or otherwise with respect to an
    Award. The Company and its Subsidiaries shall not be required to
    issue Shares, make any payment or to recognize the transfer or
    disposition of Shares until such obligations are satisfied. The
    Committee may permit or require these obligations to be
    satisfied by having the Company withhold a portion of the Shares
    that otherwise would be issued to a Participant upon exercise of
    the Stock Option or SAR or upon the vesting or settlement of an
    Award, or by tendering Shares previously acquired, in each case
    having a Fair Market Value equal to the minimum amount required
    to be withheld or paid. Any such elections are subject to such
    conditions or procedures as may be established by the Committee
    and may be subject to disapproval by the Committee.



 



    18. Foreign Employees.  In order to
    facilitate the making of any grant or combination of grants
    under this Plan, the Committee may provide for such special
    terms for Awards to Participants who are foreign nationals or
    who are employed by the Company or any Subsidiary outside of the
    United States of America as the Committee may consider necessary
    or appropriate to accommodate differences in local law, tax
    policy or custom. Moreover, the Committee may approve such
    supplements to or amendments, restatements or alternative
    versions of this Plan as it may consider necessary or
    appropriate for such purposes, without thereby affecting the
    terms of this Plan as in effect for any other purpose, and the
    Corporate Secretary or other appropriate officer of the Company
    may certify any such document as having been approved and
    adopted in the same manner as this Plan. No such special terms,
    supplements, amendments or restatements, however, shall include
    any provisions that are inconsistent with the terms of this Plan
    as then in effect unless this Plan could have been amended to
    eliminate such inconsistency without further approval by the
    shareholders of the Company.



 



    19. Change in Control.  Upon the
    occurrence of a Change in Control, unless otherwise specifically
    prohibited under Applicable Laws, or by the rules and
    regulations of any governing governmental agencies or national
    securities exchanges:



 



    a. To the extent outstanding Awards granted under this Plan
    are not assumed, converted or replaced by the resulting entity
    in the event of a Change in Control, all outstanding Awards that
    may be exercised shall become fully exercisable, all
    restrictions with respect to outstanding Awards shall lapse and
    become vested and non-forfeitable, and any specified Performance
    Objectives with respect to outstanding Awards shall be deemed to
    be satisfied at target, in each case effective as of immediately
    prior to the Change in Control.



 



    b. To the extent outstanding Awards granted under this Plan
    are assumed, converted or replaced by the resulting entity in
    the event of a Change in Control, any outstanding Awards that
    are subject to Performance Objectives shall be converted by the
    resulting entity, as if target performance had been achieved as
    of the date of the Change in Control, and each award of:
    (i) Performance Shares or Performance Units shall continue
    to vest during the remaining Performance Period,
    (ii) Restricted Stock shall continue to be subject to a
    “substantial risk of forfeiture” for the remaining
    applicable Period of Restriction, (iii) Restricted Stock
    Units shall continue to vest during the Period of Restriction,
    and (iv) all other Awards shall continue to vest during the
    applicable vesting period, if any. Notwithstanding the preceding
    sentence, if a Participant’s service is terminated without
    Cause by the Company, any of its Subsidiaries or the resulting
    entity or a Participant resigns his or her employment with the
    Company, any of its Subsidiaries or the resulting entity for
    Good Reason, in either case, during the two-year period
    commencing on a Change in Control, all outstanding Awards held
    by the Participant that may be exercised shall become fully
    exercisable and shall remain exercisable for the full duration
    of their term, and all restrictions with respect to outstanding
    Awards shall lapse and become vested and non-forfeitable upon
    such termination.



 



    c. Notwithstanding any other provision of the Plan, the
    Committee may, in its sole discretion, provide that (i) all
    outstanding Stock Options and SARs shall be terminated upon the
    occurrence of a Change in Control and that each Participant
    shall receive, with respect to each Share subject to such Stock
    Options or SARs, an amount in cash equal to the excess of the
    Fair Market Value of a Share immediately prior to the occurrence
    of the Change in Control over the Stock Option Exercise Price or
    the SAR Grant Price; and (ii) Stock Options and SARs
    outstanding as of the date of the Change in Control may be
    cancelled and terminated without payment




    

    9








 






    therefor if the Fair Market Value of a Share as of the date of
    the Change in Control is less than the Stock Option Exercise
    Price or the SAR Grant Price.



 



    d. Notwithstanding any provision of this Plan to the
    contrary, and except as otherwise provided in the Award
    Agreement: (i) if an Award is considered a “deferral
    of compensation” (as such term is defined under
    Section 409A of the Code), (ii) the Award becomes
    vested or restrictions lapse, expire or terminate upon the
    occurrence of a Change in Control, and (iii) either such
    Change in Control is not treated as a change in ownership of the
    Company, a change in the effective control of the Company or a
    change in the effective ownership of a substantial portion of
    the Company’s assets as described in Treasury regulations
    issued under Section 409A of the Code or payment of the
    Award is not otherwise permitted upon the Change in Control
    under Section 409A of the Code without the imposition of
    taxes and penalties, then even though such Award may be deemed
    to be vested or restrictions lapse, expire or terminate upon the
    occurrence of the Change in Control or any other provision of
    this Plan, payment will be made, to the extent necessary to
    comply with the provisions of Section 409A of the Code, to
    the Participant on the earliest of: (A) the
    Participant’s “separation from service” with the
    Company (within the meaning of Section 409A of the Code);
    provided, however, that if the Participant is a “specified
    employee” (as defined in Section 409A of the Code,
    with such classification to be determined in accordance with the
    methodology established by the Company), the payment date shall
    be the date that is six (6) months after the date of the
    Participant’s separation from service with the Company,
    (B) the date payment otherwise would have been made in the
    absence of any provisions in this Plan to the contrary (provided
    such date is permissible under Section 409A of the Code),
    or (C) the Participant’s death.



 



    20. Amendment, Modification and Termination.



 



    a. The Board may at any time and from time to time, alter,
    amend, suspend or terminate the Plan in whole or in part;
    provided, however, that no amendment that requires
    shareholder approval in order for the Plan to continue to comply
    with the NASDAQ Global Market rules or any rule promulgated by
    the SEC or any securities exchange on which Shares are listed or
    any other Applicable Laws shall be effective unless such
    amendment shall be approved by the requisite vote of
    shareholders of the Company entitled to vote thereon within the
    time period required under such applicable listing standard or
    rule.



 



    b. The Committee may in its sole discretion at any time
    that all or a portion of a Participant’s Stock Options,
    SARs, and other Awards in the nature of rights that may be
    exercised shall become fully or partially exercisable, that all
    or a part of the time-based vesting restrictions on all or a
    portion of the outstanding Awards shall lapse,
    and/or that
    any performance-based criteria with respect to any Awards shall
    be deemed to be wholly or partially satisfied, or may waive any
    other limitation or requirement under any such Award, in each
    case, as of such date as the Committee may, in its sole
    discretion, declare. The decisions by the Committee under this
    Section 20(b) need not be uniform among all Participants or
    Awards. Unless otherwise determined by the Committee, any such
    adjustment that is made with respect to an Award that is
    intended to qualify for the Performance-Based Exception shall be
    specified at such times and in such manner as will not cause
    such Awards to fail to qualify under the Performance-Based
    Exception. Additionally, the Committee shall not make any
    adjustment pursuant to this Section 20(b) that would cause
    an Award that is otherwise exempt from Section 409A of the
    Code to become subject to Section 409A; or that would cause
    an Award that is subject to Section 409A of the Code to
    fail to satisfy the requirements of Section 409A. The
    determination of the Committee as to the foregoing adjustments,
    if any, shall be conclusive and binding on Participants under
    this Plan.



 



    c. Except for adjustments made pursuant to Section 15,
    the Board or the Committee will not, without the further
    approval of the shareholders of the Company, authorize the
    amendment of any outstanding Stock Option or SAR to reduce the
    Exercise Price or Grant Price, respectively. No Stock Option or
    SAR will be cancelled and replaced with awards having a lower
    Exercise Price or Grant Price, respectively, or for another
    Award, or for cash without further approval of the shareholders
    of the Company, except as provided in Section 15.
    Furthermore, no Stock Option or SAR will provide for the
    payment, at the time of exercise, of a cash bonus or grant or
    sale of another Award without further approval of the
    shareholders of the Company. This Section 20(c) is intended
    to prohibit the repricing of “underwater” Stock
    Options or SARs without shareholder approval and will not be
    construed to prohibit the adjustments provided for in
    Section 15 of this Plan.




    

    10








 






    d. Notwithstanding any other provision of this Plan to the
    contrary (other than Section 20(e)), no termination,
    amendment, suspension, or modification of this Plan or an Award
    Agreement shall adversely affect in any material way any Award
    previously granted under this Plan, without the written consent
    of the Participant holding such Award. Notwithstanding the
    preceding sentence, any ISO granted under the Plan may be
    modified by the Committee to disqualify such Stock Option from
    treatment as an “incentive stock option” under
    Section 422 of the Code.



 



    e. Notwithstanding any other provision of this Plan to the
    contrary, the Board may amend the Plan or an Award Agreement, to
    take effect retroactively or otherwise, as deemed necessary or
    advisable for the purpose of conforming the Plan or an Award
    Agreement to any present or future Applicable Law (including,
    but not limited to, Section 409A of the Code), and to the
    administrative regulations and rulings promulgated there under.



 



    21. Applicable Laws.  The obligations of
    the Company with respect to Awards under the Plan shall be
    subject to all Applicable Laws and such approvals by any
    governmental agencies as the Committee determines may be
    required.



 



    22. Substitute Awards for Awards Granted by Other
    Entities.  Substitute Awards may be granted under
    this Plan for grants or awards held by employees of a company or
    entity who become employees of the Company or a Subsidiary as a
    result of the acquisition, merger or consolidation of the
    employer company by or with the Company or a Subsidiary. Except
    as otherwise provided by Applicable Law and notwithstanding
    anything in the Plan to the contrary, the terms, provisions and
    benefits of the Substitute Awards so granted may vary from those
    set forth in or required or authorized by this Plan to such
    extent as the Committee at the time of the grant may deem
    appropriate to conform, in whole or part, to the terms,
    provisions and benefits of grants or awards in substitution for
    which they are granted.



 



    23. Miscellaneous.



 



    a. Except with respect to Stock Options and SARs, the
    Committee may permit Participants to elect to defer the issuance
    of Shares or the settlement of Awards in cash under this Plan
    pursuant to such rules, procedures or programs as it may
    establish for purposes of this Plan. The Committee also may
    provide that deferred issuances and settlements include the
    payment or crediting of Dividend Equivalents or interest on the
    deferral amounts. All elections and deferrals permitted under
    this provision shall comply with Section 409A of the Code,
    including setting forth the time and manner of the election
    (including a compliant time and form of payment), the date on
    which the election is irrevocable, and whether the election can
    be changed until the date it is irrevocable.



 



    b. Directors may be awarded, or may be permitted to elect
    to receive, pursuant to procedures established by the Committee,
    a designated portion (as determined by the Committee from
    time-to-time)
    of their annual retainer, meeting fees or other fees in
    Restricted Stock Units in lieu of cash. Any such election shall
    comply with Section 409A of the Code, if applicable. The
    election, if subject to Section 409A of the Code,
    (i) shall apply to the annual retainer, meeting fees, or
    other fees earned during the period to which it pertains (the
    “Plan Year”), and (ii) must be received in
    writing by the administrator of the Plan by the established
    enrollment deadline of any Plan Year, which must be no later
    than the last business day of the calendar year immediately
    preceding the calendar year in which that Plan Year commences,
    in order to cause that Plan Year’s annual retainer, meeting
    fees, or other fees to be subject to the provision of this Plan.
    Any such election is irrevocable on the last day set by the
    administrator for making elections.



 



    c. This Plan shall not confer upon any Participant any
    right with respect to continuance of employment or other service
    with the Company or any Subsidiary, nor shall it interfere in
    any way with any right the Company or any Subsidiary would
    otherwise have to terminate such Participant’s employment
    or other service at any time. No Employee or Director shall have
    the right to be selected to receive an Award under the Plan, or,
    having been so selected, to be selected to receive future Awards.



 



    d. Neither a Participant nor any other person shall, by
    reason of participation in the Plan, acquire any right or title
    to any assets, funds or property of the Company or any
    Subsidiary, including without limitation, any specific funds,
    assets or other property which the Company or any Subsidiary may
    set aside in anticipation of any liability under the Plan. A
    Participant shall have only a contractual right to an Award or
    the amounts, if any, payable under the Plan, unsecured by any
    assets of the Company or any Subsidiary, and nothing contained
    in the Plan shall




    

    11








 






    constitute a guarantee that the assets of the Company or any
    Subsidiary shall be sufficient to pay any benefits to any person.



 



    e. This Plan and each Award Agreement shall be governed by
    the laws of the State of Florida, excluding any conflicts or
    choice of law rule or principle that might otherwise refer
    construction or interpretation of the Plan to the substantive
    law of another jurisdiction.



 



    f. If any provision of the Plan is or becomes invalid,
    illegal or unenforceable in any jurisdiction, or would
    disqualify the Plan or any Award under any law deemed applicable
    by the Committee, such provision shall be construed or deemed
    amended or limited in scope to conform to Applicable Laws or, in
    the discretion of the Committee, it shall be stricken and the
    remainder of the Plan shall remain in full force and effect.



 



    g. By accepting any benefit under the Plan, each
    Participant and each person claiming under or through any such
    Participant shall be conclusively deemed to have indicated their
    acceptance and ratification of, and consent to, all of the terms
    and conditions of the Plan and any action taken under the Plan
    by the Committee, the Board or the Company, in any case in
    accordance with the terms and conditions of the Plan.



 



    h. No Participant or any eligible Participant shall have
    any claim to be granted any Award under the Plan. None of the
    Company, its Subsidiaries or the Committee is obligated to treat
    Participants or eligible Participants uniformly, and
    determinations made under the Plan may be made by the Committee
    selectively among eligible Participants who receive, or are
    eligible to receive, Awards (whether or not such eligible
    Participants are similarly situated).



 



    i. No Participant shall have any rights as a shareholder
    with respect to any Shares subject to Awards granted to him or
    her under this Plan prior to the date as of which he or she is
    actually recorded as the holder of such Shares upon the stock
    records of the Company.



 



    j. No payment under the Plan shall be taken into account in
    determining any benefits under any pension, retirement, savings,
    profit sharing, group insurance, welfare or benefit plan of the
    Company or any Subsidiary unless provided otherwise in such
    other plan.



 



    k. All obligations of the Company under the Plan and with
    respect to Awards shall be binding on any successor to the
    Company, whether the existence of such successor is the result
    of a direct or indirect purchase, merger, consolidation, or
    other event, or a sale or disposition of all or substantially
    all of the business
    and/or
    assets of the Company and references to the “Company”
    herein and in any Award agreements shall be deemed to refer to
    such successors.




    

    12








 







    GLOSSARY
    OF DEFINED TERMS



 



    Definitions.  As used in the Plan, the
    following definitions shall apply.



 



    “Applicable Laws” means the applicable
    requirements relating to the administration of equity-based
    compensation plans under U.S. state corporate laws,
    U.S. federal and state securities laws, the Code, any stock
    exchange or quotation system on which the Shares are listed or
    quoted and the Applicable Laws of any other country or
    jurisdiction where Awards are granted under this Plan.



 



    “Award” means a Nonqualified Stock Option,
    Incentive Stock Option, SAR, Restricted Stock Award, Restricted
    Stock Unit, Performance Share, Performance Unit, Other
    Stock-Based Awards and Dividend Equivalent granted pursuant to
    the terms and conditions of the Plan.



 



    “Award Agreement” means either: (i) an
    agreement, either in written or electronic format, entered into
    by the Company and a Participant setting forth the terms and
    provisions applicable to an Award granted under this Plan; or
    (ii) a statement, either in written or electronic format,
    issued by the Company to a Participant describing the terms and
    provisions of such Award, which need not be signed by the
    Participant.



 



    “Board” means the Board of Directors of the
    Company.



 



    “Cause” as a reason for a Participant’s
    termination of employment shall have the meaning assigned such
    term in the employment agreement, if any, between the
    Participant and the Company or any Subsidiary. If the
    Participant is not a party to an employment agreement with the
    Company or any Subsidiary, or “Cause” is not defined
    in such employment agreement, then unless otherwise defined in
    the applicable Award Agreement, “Cause” shall mean:
    (i) the willful and continued failure by the Participant to
    substantially perform his normal duties (other than any such
    failure resulting from Participant’s disability), after a
    written demand for substantial performance is delivered to the
    Participant that specifically identifies the manner in which the
    Committee believes that the Participant has not substantially
    performed his duties, and the Participant has failed to remedy
    the situation within thirty (30) business days of receiving
    such notice; (ii) the Participant’s conviction for
    committing an act of fraud, embezzlement, theft, or other
    criminal act constituting a felony; or (iii) the willful
    engaging by the Participant in gross negligence materially and
    demonstrably injurious to the Company. However, no act or
    failure to act on the Participant’s part shall be
    considered “willful” unless done, or omitted to be
    done, by the Participant not in good faith and without
    reasonable belief that his action or omission was in or not
    opposed to the best interest of the Company.



 



    “Change in Control” means (except as may be
    otherwise prescribed by the Committee in the Award Agreement):



 



    a. The acquisition by any individual, entity or group
    (within the meaning of Section 13(d)(3) or 14(d)(2) of the
    Exchange Act ) (a “Person”) of beneficial ownership
    (within the meaning of
    Rule 13d-3
    promulgated under the Exchange Act) of 50% or more of either
    (i) the then outstanding shares of common stock of the
    Company (the “Outstanding Company Common Stock”) or
    (ii) the combined voting power of the then outstanding
    voting securities of the Company entitled to vote generally in
    the election of directors (the “Outstanding Company Voting
    Securities”); provided, however, that for purposes of this
    subsection (a), the following acquisitions shall not constitute
    a Change in Control: (i) any acquisition directly from the
    Company; (ii) any acquisition by the Company, including any
    acquisition which, by reducing the number of shares outstanding,
    is the sole cause for increasing the percentage of shares
    beneficially owned by any such Person to more than the
    applicable percentage set forth above; (iii) any
    acquisition by any employee benefit plan (or related trust)
    sponsored or maintained by the Company or any corporation
    controlled by the Company; or (iv) any acquisition by any
    corporation pursuant to a transaction which complies with
    clauses (i), (ii) and (iii) of subsection (c) of
    this definition; or



 



    b. Individuals who, as of the date hereof, constitute the
    Board (the “Incumbent Board”) cease for any reason
    within any period of two (2) consecutive years (not
    including any period prior to the Effective Date) to constitute
    at least a majority of the Board; provided, however, that any
    individual becoming a director subsequent to the date hereof
    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, shall be
    considered as though such individual were a member of the
    Incumbent Board, but excluding, for this purpose,




    

    13








 






    any such individual whose initial assumption of office occurs as
    a result of an actual or threatened election contest with
    respect to the election or removal of directors or other actual
    or threatened solicitation of proxies or consents by or on
    behalf of a Person other than the Board; or



 



    c. Consummation by the Company of a reorganization, merger
    or consolidation or sale or other disposition of all or
    substantially all of the assets of the Company or the
    acquisition of assets of another corporation (a “Business
    Combination”), in each case, unless, following such
    Business Combination, (i) more than 50% of, respectively,
    the then outstanding shares of common stock and the combined
    voting power of the then outstanding voting securities entitled
    to vote generally in the election of directors, as the case may
    be, of the corporation resulting from such Business Combination
    (including, without limitation, a corporation which as a result
    of such transaction owns the Company or all or substantially all
    of the Company’s assets either directly or through one or
    more subsidiaries) is represented by Outstanding Company Common
    Stock and Outstanding Company Voting Securities, respectively,
    that were outstanding immediately prior to such Business
    Combination (or, if applicable, is represented by shares into
    which such Outstanding Company Common Stock and Outstanding
    Company Voting Securities were converted pursuant to such
    Business Combination) and such ownership of common stock and
    voting power among the holders thereof is in substantially the
    same proportions as their ownership immediately prior to such
    Business Combination of the Outstanding Company Common Stock and
    Outstanding Company Voting Securities, as the case may be,
    (ii) no Person (excluding any employee benefit plan (or
    related trust) of the Company or such corporation resulting from
    such Business Combination) beneficially owns, directly or
    indirectly, 50% or more of, respectively, the then outstanding
    shares of the corporation resulting from such Business
    Combination or the combined voting power of the then outstanding
    voting securities of such corporation except to the extent that
    such ownership existed prior to the Business Combination and
    (iii) at least a majority of the members of the board of
    directors of the corporation resulting from such Business
    Combination were members of the Incumbent Board at the time of
    the execution of the initial agreement, or of the action of the
    Board, providing for such Business Combination; or



 



    d. Approval by the shareholders of the Company of a
    complete liquidation or dissolution of the Company.



 



    “Code” means the Internal Revenue Code of 1986,
    as amended.



 



    “Committee” means the Committee, as specified
    in Section 3(a), appointed by the Board to administer the
    Plan.



 



    “Company” has the meaning given such term in
    Section 1 of this Plan and any successor thereto.




 



    “Consultant” means an independent contractor
    who (i) performs services for the Company or a Subsidiary in a
    capacity other than as an Employee or Director and (ii)
    qualifies as a consultant under the applicable rules of the SEC
    for registration of shares on a Form S-8 Registration Statement.




 



    “Date of Grant” means the date as of which an
    Award is determined to be effective and designated in a
    resolution by the Committee and is granted pursuant to the Plan.
    The Date of Grant shall not be earlier than the date of the
    resolution and action therein by the Committee. In no event
    shall the Date of Grant be earlier than the Effective Date.



 



    “Director” means any individual who is a member
    of the Board who is not an Employee.



 



    “Dividend Equivalents” means the equivalent
    value (in cash or Shares) of dividends that would otherwise be
    paid on the Shares subject to an Award but that have not been
    delivered, as described in Section 11.



 



    “Effective Date” has the meaning given such
    term in Section 1 of this Plan.



 



    “Employee” means any employee of the Company or
    a Subsidiary; provided, however, that for purposes
    of determining whether any person may be a Participant for
    purposes of any grant of Incentive Stock Options, the term
    “Employee” has the meaning given to such term in
    Section 3401(c) of the Code, as interpreted by the
    regulations thereunder and Applicable Law.



 



    “Exchange Act” means the Securities Exchange
    Act of 1934 and the rules and regulations thereunder, as such
    law, rules and regulations may be amended from time to time.




    

    14








 






    “Exercise Price” means the price at which a
    Share may be purchased by a Participant pursuant to a Stock
    Option.



 



    “Fair Market Value” means, as of any date, the
    value of a Share determined as follows: (i) the closing
    sale price per Share as reported on the principal exchange on
    which Shares are then trading, if any, or if applicable the
    NASDAQ Global Market, or if there are no sales on such day, on
    the next preceding trading day during which a sale occurred; and
    (ii) in the absence of such markets for the Shares, the
    Fair Market Value shall be determined by the Committee in good
    faith (which determination shall, to the extent applicable, be
    made in a manner that complies with Section 409A of the
    Code), and such determination shall be conclusive and binding
    for all purposes.



 



    “Free-Standing SAR” means a Stock Appreciation
    Right granted pursuant to Section 6 of this Plan that is
    not granted in tandem with an Stock Option.



 



    “Good Reason” as a reason for a
    Participant’s termination of employment shall have the
    meaning assigned such term in the employment agreement, if any,
    between the Participant and the Company or any Subsidiary. If
    the Participant is not a party to an employment agreement with
    the Company or any Subsidiary, or “Good Reason” is not
    defined in such employment agreement, then unless otherwise
    defined in the applicable Award Agreement, “Good
    Reason” shall mean: (i) any material reduction in the
    Participant’s base compensation and incentive compensation
    opportunities (to the extent such incentive compensation
    opportunities are a regular and substantial part of the
    Participant’s base compensation) below the amount in effect
    immediately before the Change in Control or, if higher, the
    amount in effect before any reduction in the Participant’s
    base compensation and incentive compensation opportunities made
    in contemplation of the Change in Control, (ii) any
    material reduction in the Participant’s duties,
    responsibilities, or position with respect to the Company from
    the duties, responsibilities, or position as in effect
    immediately before the Change in Control or as in effect
    immediately before any reduction in any such item made in
    contemplation of the Change in Control, or (iii) any shift
    of the Participant’s principal place of employment with the
    Company to a location that is more than fifty (50) miles
    (by straight line measurement) from the site of the
    Company’s headquarters at the relevant time. The
    Participant shall have a voluntary termination for Good Reason
    only if: (A) the Participant gives notice to the Company of
    the existence of the event or condition constituting Good Reason
    within thirty (30) days after such event or condition
    initially occurs or exists, (B) the Company fails to cure
    such event or condition within thirty (30) days after
    receiving such notice, and (C) Participant’s
    “separation from service” within the meaning of
    Section 409A of the Code occurs not later than ninety
    (90) days after such event or condition initially occurs or
    exists.



 



    “Grant Price” means the price established at
    the time of grant of an SAR pursuant to Section 6, used to
    determine whether there is any payment due upon exercise of the
    SAR.



 



    “Incentive Stock Option” or “ISO”
    means a Stock Option that is designated as an Incentive
    Stock Option and that is intended to meet the requirements of
    Section 422 of the Code.



 



    “Nonqualified Stock Option” means a Stock
    Option that is not intended to meet the requirements of
    Section 422 of the Code or otherwise does not meet such
    requirements.



 



    “Other Stock-Based Awards” means an
    equity-based or equity-related Award not otherwise described by
    the terms of this Plan, granted in accordance with the terms and
    conditions set forth in Section 10.



 



    “Participant” means any eligible individual as
    set forth in Section 4 who holds one or more outstanding
    Awards.



 



    “Performance-Based Exception” means the
    performance-based exception from the tax deductibility
    limitations of Section 162(m) of the Code.



 



    “Performance Objectives” means the measurable
    performance objective or objectives established by the Committee
    pursuant to this Plan. Any Performance Objectives may be
    described in terms of Company-wide objectives or objectives that
    are related to the performance of the individual Participant or
    of the Subsidiary, division, department, region or function
    within the Company or Subsidiary in which the Participant is
    employed. The Performance Objectives may be made relative to the
    performance of a group of comparable companies, or published or
    special index that the Committee, in its sole discretion, deems
    appropriate, or the Company may select




    

    15








 






    Performance Objectives as compared to various stock market
    indices. Performance Objectives may be stated as a combination
    of the listed factors.



 



    “Performance Period” means the period during
    which a Performance Objective must be met.



 



    “Performance Share” means a bookkeeping entry
    that records the equivalent of one Share awarded pursuant to
    Section 9 of this Plan.



 



    “Performance Unit” means a bookkeeping entry
    that records a unit equivalent to $1.00 awarded pursuant to
    Section 9 of this Plan.



 



    “Period of Restriction” means the period during
    which Restricted Stock, Restricted Stock Units or Other
    Stock-Based Awards are subject to a substantial risk of
    forfeiture (based on the passage of time, the achievement of
    Performance Objectives, or upon the occurrence of other events
    as determined by the Committee, at its discretion), as provided
    in Sections 7, 8 and 10 herein.



 



    “Plan” means this Premier Exhibitions, Inc.
    2009 Equity Incentive Plan, as amended from time to time.



 



    “Restricted Shares” means Shares granted or
    sold pursuant to Section 7 of this Plan as to which neither
    the substantial risk of forfeiture nor the prohibition on
    transfers referred to in such Section 7 has expired.



 



    “Restricted Stock Units” means a grant of the
    right to receive Shares or cash at the end of a specified Period
    of Restriction made pursuant to Section 8 of this Plan.



 



    “SEC” means the United States Securities and
    Exchange Commission.



 



    “Share” means share of common stock of the
    Company, $ $0.0001 par value per share, or any security
    into which such Share may be changed by reason of any
    transaction or event of the type referred to in Section 15
    of this Plan.



 



    “Stock Appreciation Right” or
    “SAR” means a right granted pursuant to
    Section 6 of this Plan, and shall include both Tandem SARs
    and Free-Standing SARs.



 



    “Stock Option” means a right to purchase a
    Share granted to a Participant under the Plan in accordance with
    the terms and conditions set forth in Section 5. Stock
    Options may be either Incentive Stock Options or Nonqualified
    Stock Options.



 



    “Subsidiary” means a corporation, company or
    other entity (i) more than fifty percent (50%) of whose
    outstanding shares or securities (representing the right to vote
    for the election of directors or other managing authority) are
    now or hereafter, owned or controlled, directly or indirectly,
    by the Company, or (ii) which does not have outstanding
    shares or securities (as may be the case in a partnership,
    limited liability company, joint venture or unincorporated
    association), but more than fifty percent (50%) of whose
    ownership interest representing the right generally to make
    decisions for such other entity is now or hereafter, owned or
    controlled, directly or indirectly, by the Company;
    provided, however, that for purposes of
    determining whether any person may be a Participant for purposes
    of any grant of Incentive Stock Options, the term
    “Subsidiary” has the meaning given to such term in
    Section 424(f) of the Code, as interpreted by the
    regulations thereunder and Applicable Law.



 



    “Substitute Awards” means Awards that are
    granted in assumption of, or in substitution or exchange for,
    outstanding awards previously granted by an entity acquired
    directly or indirectly by the Company or with which the Company
    directly or indirectly combines.



 



    “Tandem SAR” means a Stock Appreciation Right
    granted pursuant to Section 6 of this Plan that is granted
    in tandem with an Stock Option.



 



    “Ten Percent Stockholder” shall mean any
    Participant who owns more than 10% of the combined voting power
    of all classes of stock of the Company, within the meaning of
    Section 422 of the Code.



 




    [END OF
    DOCUMENT]
    




    

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